Introduction
1. The Accounting Standards Codification is amended as described in paragraphs 2–45. In some cases, to put the change in context, not only are the amended paragraphs shown but also the preceding and following paragraphs. Terms from the Master Glossary are in
bold type. Added text is
underlined, and deleted text is
struck out
.
Amendments Pursuant to SEC Final Rule Releases Nos. 33-10532, 33-10231, and 33-10442
This Accounting Standards Update amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. Other miscellaneous updates to agree to the electronic Code of Federal Regulations also have been incorporated.
Amendments to Topic 205
2. Amend paragraphs 205-10-S99-1 through 205-10-S99-6 and the related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 4-01, Form, Order and Terminology
205-10-S99-1 The following is the text of Regulation S-X Rule 4-01, Form, Order and Terminology (17 CFR 210.4-01).
(a) Financial statements should be filed in such form and order, and should use such generally accepted terminology, as will best indicate their significance and character in the light of the provisions applicable thereto. The information required with respect to any statement shall be furnished as a minimum requirement to which shall be added such further material information as is necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
(1) Financial statements filed with the Commission which are not prepared in accordance with generally accepted accounting principles will be presumed to be misleading or inaccurate, despite footnote or other disclosures, unless the Commission has otherwise provided. This article and other articles of Regulation S-X provide clarification of certain disclosures which must be included in any event, in financial statements filed with the Commission.
(2) In all filings of foreign private issuers (see § 230.405 of this chapter), except as stated otherwise in the applicable form, the financial statements may be prepared according to a comprehensive
setbody
of accounting principles other than those generally accepted in the United States
or International Financial Reporting Standards as issued by the International Accounting Standards Board, if a reconciliation to
U.S. Generally Accepted Accounting PrinciplesUnited States generally accepted accounting principles
and the provisions of Regulation S-X of the type specified in Item 18 of Form 20–F (§ 249.220f of this chapter) is also filed as part of the financial statements. Alternatively, the financial statements may be prepared according to
U.S. Generally Accepted Accounting Principles or International Financial Reporting Standards as issued by the International Accounting Standards BoardUnited States generally accepted accounting principles.
(3) (i) Notwithstanding the effective dates set forth in FASB ASC Topic 718, Compensation—Stock Compensation, financial 12statements shall be prepared in accordance with FASB ASC Topic 718 beginning with:
(A) The first interim or annual reporting period of the registrant’s first fiscal year beginning on or after June 15, 2005, provided the registrant does not file as a small business issuer; and
(B) The first interim or annual reporting period of the registrant’s first fiscal year beginning on or after December 15, 2005, provided the registrant files as a small business issuer.
(ii) For periods prior to the effective dates set forth in this paragraph, FASB ASC Topic 718 and prior authoritative guidance shall be considered to be generally accepted accounting principles.
(b) All money amounts required to be shown in financial statements may be expressed in whole dollars or multiples thereof, as appropriate:
ProvidedProvided
, That, when stated in other than whole dollars, an indication to that effect is inserted immediately beneath the caption of the statement or schedule, at the top of the money columns, or at an appropriate point in narrative material.
(c) Negative amounts (red figures) shall be shown in a manner which clearly distinguishes the negative attribute. When determining methods of display, consideration should be given to the limitations of reproduction and microfilming processes.
[45 FR 63669, Sept. 25, 1980, as amended at 47 FR 54767, Dec. 6, 1982; 70 FR 20719, Apr. 21, 2005; 73 FR 953, Jan. 4, 2008; 73 FR 1009, Jan. 4, 2008; 76 FR 50119, Aug. 12, 2011; 83 FR 50200, Oct. 4, 2018]
>>> Regulation S-X Rule 4-02, Items Not Material
205-10-S99-2 The following is the text of Regulation S-X Rule 4-02, Items Not Material (17 CFR 210.4-02)
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 4-03, Inapplicable Captions and Omission of Unrequired or Inapplicable Financial Statements
205-10-S99-3 The following is the text of Regulation S-X Rule 4-03, Inapplicable Captions and Omission of Unrequired or Inapplicable Financial Statements (17 CFR 210.4-03).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 4-04, Omission of Substantially Identical Notes
205-10-S99-4 The following is the text of Regulation S-X Rule 4-04, Omission of Substantially Identical Notes (17 CFR 210.4-04).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 5-01, Application of §§210.5-01 to 210.5-04Rules 5-01 to 5-04
205-10-S99-5 The following is the text of Regulation S-X Rule 5-01, Application of
§§210.5-01 to 210.5-04Rules 5-01 to 5-04
(17 CFR 210.5-01).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 5-04, What Schedules are to Be Filed
205-10-S99-6 The following is the text of Regulation S-X Rule 5-04, What Schedules are to Be Filed (17 CFR 210.5-04).
(a) Except as expressly provided otherwise in the applicable form:
(1) The schedules specified below in this Section as Schedules II and III shall be filed as of the date of the most recent audited
balancebalanced
sheet for each person or group.
(2) Schedule II
of this section shall be filed for each period for which an audited
income
statement
of comprehensive income is required to be filed for each person or group.
(3) Schedules I and IV shall be filed as of the date and for periods specified in the schedule.
(b) When information is required in schedules for both the registrant and the registrant and its subsidiaries consolidated it may be presented in the form of a single schedule:
ProvidedProvided,
That items pertaining to the registrant are separately shown and that such single schedule affords a properly summarized presentation of the facts. If the information required by any schedule (including the notes thereto) may be shown in the related financial statement or in a note thereto without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.
(c) The schedules shall be examined by the independent accountant if the related financial statements are so examined.
Schedule I—Condensed financial information of registrant. The schedule prescribed by § 210.12–04 shall be filed when the
restricted net assets (§210.1-02(dd)210.4–08(e)(3))
of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i. e., lender, regulatory agency, foreign government, etc.)
.
Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used. Redeemable preferred stocks (§ 210.5–02.27) and noncontrolling interests shall be deducted in computing net assets for purposes of this test.
Schedule II—Valuation and qualifying accounts. The schedule prescribed by § 210.12–09 shall be filed in support of valuation and qualifying accounts included in each balance sheet but not included in Schedule VI. (See § 210.4– 02.)
Schedule III—Real estate and accumulated depreciation. The schedule prescribed by § 210.12–28 shall be filed for real estate (and the related accumulated depreciation) held by persons a substantial portion of whose business is that of acquiring and holding for investment real estate or interests in real estate, or interests in other persons a substantial portion of whose business is that of acquiring and holding real estate or interests in real estate for investment. Real estate used in the business shall be excluded from the schedule.
Schedule IV—Mortgage loans on real estate. The schedule prescribed by § 210.12–29 shall be filed by persons specified under Schedule XI for investments in mortgage loans on real estate.
Schedule V—Supplemental Information Concerning Property-casualty Insurance Operations. The schedule prescribed by § 210.12–18 shall be filed when a registrant, its subsidiaries or 50%-or-less-owned equity basis investees, have liabilities for property-casualty (“P/C”) insurance claims. The required information shall be presented as of the same dates and for the same periods for which the information is reflected in the audited consolidated financial statements required by §§ 210.3–01 and 3–02. The schedule may be omitted if reserves for unpaid P/C claims and claims adjustment expenses of the registrant and its consolidated subsidiaries, its unconsolidated subsidiaries and its 50%-or-less-owned equity basis investees did not, in the aggregate, exceed one-half of common stockholders’ equity of the registrant and its consolidated subsidiaries as of the beginning of the fiscal year. For purposes of this test only the proportionate share of the registrant and its other subsidiaries in the reserves for unpaid claims and claim adjustment expenses of 50%-or-less-owned equity basis investees taken in the aggregate after intercompany eliminations shall be taken into account.
[45 FR 63671, Sept. 25, 1980, as amended at 46 FR 48137, Oct. 1, 1981; 46 FR 56180, Nov. 16, 1981; 49 FR 47598, Dec. 6, 1984; 50 FR 25215, June 18, 1985; 59 FR 65636, Dec. 20, 1994; 74 FR 18615, Apr. 23, 2009; 83 FR 50202, Oct. 4, 2018]
Amendments to Topic 210
3. Amend paragraph 210-10-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 5-02, Balance Sheets
210-10-S99-1 The following is the text of Regulation S-X Rule 5-02, Balance Sheets (17 CFR 210.5-02).
The purpose of this rule is to indicate the various line items and certain additional disclosures which, if applicable, and except as otherwise permitted by the Commission, should appear on the face of the balance sheets or related notes filed for the persons to whom this article pertains (see § 210.4– 01(a)).
ASSETS AND OTHER DEBITS
Current Assets, when appropriate
1. Cash and cash items. Separate disclosure shall be made of the cash and cash items which are restricted as to withdrawal or usage. The provisions of any restrictions shall be described in a note to the financial statements. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. In cases where compensating balance arrangements exist but are not agreements which legally restrict the use of cash amounts shown on the balance sheet, describe in the notes to the financial statements these arrangements and the amount involved, if determinable, for the most recent audited balance sheet required and for any subsequent unaudited balance sheet required in the notes to the financial
statementsstatement.
Compensating balances that are maintained under an agreement to assure future credit availability shall be disclosed in the notes to the financial statements along with the amount and terms of such agreement.
2. Marketable securities. The accounting and disclosure requirements for current marketable equity securities are specified by generally accepted accounting principles. With respect to all other current marketable securities, state, parenthetically or otherwise, the basis of determining the aggregate amount shown in the balance sheet, along with the alternatives of the aggregate cost or the aggregate market value at the balance sheet date.
3. Accounts and notes receivable.
(a) State separately amounts receivable from
(1) customers (trade);
(2) related parties (see § 210.4–08(k));
(3) underwriters, promoters, and employees (other than related parties) which arose in other than the ordinary course of business; and
(4) others.
(b) If the aggregate amount of notes receivable exceeds 10 percent of the aggregate amount of receivables, the above information shall be set forth separately, in the balance sheet or in a note thereto, for accounts receivable and notes receivable.
(c) If receivables include amounts due under long-term contracts (see §210.5–02.6(d)), state separately in the balance sheet or in a note to the financial statements the following amounts:
(1) Balances billed but not paid by customers under retainage provisions in contracts.
(2) Amounts representing the recognized sales value of performance and such amounts that had not been billed and were not billable to customers at the date of the balance sheet.
Include a general description of the prerequisites for billing.
(3) Billed or unbilled amounts representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization.
Include a description of the nature and status of the principal items comprising such amount.
(4) With respect to (1) through (3) above, also state the amounts included in each item which are expected to be collected after one year. Also state, by year, if practicable, when the amounts of retainage (see (1) above) are expected to be collected.
4. Allowances for doubtful accounts and notes receivable. The amount is to be set forth separately in the balance sheet or in a note thereto.
5. Unearned income.
6. Inventories.
(a) State separately in the balance sheet or in a note thereto, if practicable, the amounts of major classes of inventory such as:
(1) Finished goods;
(2) inventoried costs relating to long-term contracts or programs (see
paragraph (d)
of this sectionbelow and § 210.4–05
);
(3) work in process
(see § 210.4–05)
;
(4) raw materials; and
(5) supplies.
If the method of calculating a LIFO inventory does not allow for the practical determination of amounts assigned to major classes of inventory, the amounts of those classes may be stated under cost flow assumptions other that LIFO with the excess of such total amount over the aggregate LIFO amount shown as a deduction to arrive at the amount of the LIFO inventory.
(b) The basis of determining the amounts shall be stated.
If
costcost
is used to determine any portion of the inventory amounts, the description of this method shall include the nature of the cost elements included in inventory. Elements of
costcost
include, among other items, retained costs representing the excess of manufacturing or production costs over the amounts charged to cost of sales or delivered or in-process units, initial tooling or other deferred startup costs, or general and administrative costs.
The method by which amounts are removed from inventory (e. g., average cost, first-in, first-out, last-in, first-out, estimated average cost per unit) shall be described. If the estimated average cost per unit is used as a basis to determine amounts removed from inventory under a total program or similar basis of accounting, the principal assumptions (including, where meaningful, the aggregate number of units expected to be delivered under the program, the number of units delivered to date and the number of units on order) shall be disclosed.
If any general and administrative costs are charged to inventory, state in a note to the financial statements the aggregate amount of the general and administrative costs incurred in each period and the actual or estimated amount remaining in inventory at the date of each balance sheet.
(c) If the LIFO inventory method is used, the excess of replacement or current cost over stated LIFO value shall, if material, be stated parenthetically or in a note to the financial statements.
(d) For purposes of §§ 210.5–02.3 and 210.5–02.6, long-term contracts or programs include
(1) all contracts or programs for which gross profits are recognized on a percentage-of-completion method of accounting or any variant thereof (e. g., delivered unit, cost to cost, physical completion), and
(2) any contracts or programs accounted for on a completed contract basis of accounting where, in either case, the contracts or programs have associated with them material amounts of inventories or unbilled receivables and where such contracts or programs have been or are expected to be performed over a period of more than twelve months. Contracts or programs of shorter duration may also be included, if deemed appropriate.
For all long-term contracts or programs, the following information, if applicable, shall be stated in a note to the financial statements:
(i) The aggregate amount of manufacturing or production costs and any related deferred costs (e. g., initial tooling costs) which exceeds the aggregate estimated cost of all
in-processinprocess
and delivered units on the basis of the estimated average cost of all units expected to be produced under long-term contracts and programs not yet complete, as well as that portion of such amount which would not be absorbed in cost of sales based on existing firm orders at the latest balance sheet date. In addition, if practicable, disclose the amount of deferred costs by type of cost (e. g., initial tooling, deferred production,
etc.).etc.
)
(ii) The aggregate amount representing claims or other similar items subject to uncertainty concerning their determination or ultimate realization, and include a description of the nature and status of the principal items comprising such aggregate amount.
(iii) The amount of progress payments netted against inventory at the date of the balance sheet.
7. Prepaid expenses.
8. Other current assets. State separately, in the balance sheet or in a note thereto, any amounts in excess of five percent of total current assets.
9. Total current assets, when appropriate.
10. Securities of related parties. (See § 210.4–08(k).)
11. Indebtedness of related parties—not current. (See § 210.4–08(k).)
12. Other investments. The accounting and disclosure requirements for non-current marketable equity securities are specified by generally accepted accounting principles. With respect to other security investments and any other investment, state, parenthetically or otherwise, the basis of determining the aggregate amounts shown in the balance sheet, along with the alternate of the aggregate cost or aggregate market value at the balance sheet date.
13. Property, plant and equipment.
(a) State 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 to companies which are not required to make such a classification.
14. Accumulated depreciation, depletion, and amortization of property, plant and equipment. The amount is to be set forth separately in the balance sheet or in a note thereto.
15. Intangible assets. State separately each class of such assets which is in excess of five percent of the total assets, along with the basis of determining the respective amounts. Any significant addition or deletion shall be explained in a note.
16. Accumulated depreciation and amortization of intangible assets. The amount is to be set forth separately in the balance sheet or in a note thereto.
17. Other assets. State separately, in the balance sheet or in a note thereto, any other item not properly classed in one of the preceding asset captions which is in excess of five percent to total assets.
Any significant addition or deletion should be explained in a note. With respect to any significant deferred charge, state the policy for deferral and amortization.
18. Total assets.
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities, When Appropriate
(See § 210.4–05).
19. Accounts and notes payable.
(a) State separately amounts payable to
(1) banks for borrowings;
(2) factors or other financial institutions for borrowings;
(3) holders of commercial paper;
(4) trade creditors;
(5) related parties (see § 210.4–08(k));
(6) underwriters, promoters, and employees (other than related parties); and
(7) others.
Amounts applicable to (1), (2) and (3) may be stated separately in the balance sheet or in a note thereto.
(b) The amount and terms (including commitment fees and the conditions under which lines may be withdrawn) of unused lines of credit for short-term financing shall be disclosed, if significant, in the notes to the financial statements. The weighted average interest rate on short term borrowings outstanding as of the date of each balance sheet presented shall be furnished in a note. The amount of these lines of credit which support a commercial paper borrowing arrangement or similar arrangements shall be separately identified.
20. Other current liabilities. State separately, in the balance sheet or in a note thereto, any item in excess of 5 percent of total current liabilities. Such items may include, but are not limited to, accrued payrolls, accrued interest, taxes, indicating the current portion of deferred income taxes, and the current portion of long-term debt. Remaining items may be shown in one amount.
21. Total current liabilities, when appropriate.
Long-Term Debt.
22. Bonds, mortgages and other long-term debt, including capitalized leases.
(a) State separately, in the balance sheet or in a note thereto, each issue or type of obligation and such information as will indicate
(see § 210.4–06)
:
(1) The general character of each type of debt including the rate of interest;
(2) the date of maturity, or, if maturing serially, a brief indication of the serial maturities, such as “maturing serially from 1980 to 1990”;
(3) if the payment of principal or interest is contingent, an appropriate indication of such contingency;
(4) a brief indication of priority; and
(5) if convertible, the basis. For amounts owed to related parties, see § 210.4–08(k).
(b) The amount and terms (including commitment fees and the conditions under which commitments may be withdrawn) of unused commitments for long-term financing arrangements that would be disclosed under this rule if used shall be disclosed in the notes to the financial statements if significant.
23. Indebtedness to related parties—noncurrent. Include under this caption indebtedness to related parties as required under § 210.4–08(k).
24. Other liabilities. State separately, in the balance sheet or in a note thereto, any item not properly classified in one of the preceding liability captions which is in excess of 5 percent of total liabilities.
25. Commitments and contingent liabilities.
26. Deferred credits. State separately in the balance sheet amounts for (a) deferred income taxes, (b) deferred tax credits, and (c) material items of deferred income.
27. Preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer.
(a) Include under this caption amounts applicable to any class of stock which has any of the following characteristics:
(1) it is redeemable at a fixed or determinable price on a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise;
(2) it is redeemable at the option of the holder; or
(3) it has conditions for redemption which are not solely within the control of the issuer, such as stocks which must be redeemed out of future earnings.
Amounts attributable to preferred stock which is not redeemable or is redeemable solely at the option of the issuer shall be included under § 210.5–02.28 unless it meets one or more of the above criteria.
(b) State on the face of the balance sheet the title of each issue, the carrying amount, and redemption amount. (If there is more than one issue, these amounts may be aggregated on the face of the balance sheet and details concerning each issue may be presented in the note required by paragraph (c) below.) Show also the dollar amount of any shares subscribed but unissued, and show the deduction of subscriptions receivable
therefromthere-from
.
If the carrying value is different from the redemption amount, describe the accounting treatment for such difference in the note required by paragraph (c) below.
Also state in this note or on the face of the balance sheet, for each issue, the number of shares authorized and the number of shares issued or outstanding, as appropriate (See § 210.4–07).
(c) State in a separate note captioned “Redeemable Preferred Stocks”
(1) a general description of each issue, including its redemption features (e. g. sinking fund, at option of holders, out of future earnings) and the rights, if any, of holders in the event of default, including the effect, if any, on junior securities in the event a required dividend, sinking fund, or other redemption payment(s) is not made;
(2) the combined aggregate amount of redemption requirements for all issues each year for the five years following the date of the latest balance sheet; and
(3) the changes in each issue for each period for which
aan
income
statement
of comprehensive income is required to be filed. (See also § 210.4–08(d).)
(d) Securities reported under this caption are not to be included under a general heading “stockholders’ equity” or combined in a total with items described in captions 29, 30 or 31 which follow.
Non-Redeemable Preferred Stocks.
28. Preferred stocks which are not redeemable or are redeemable solely at the option of the issuer. State on the face of the balance sheet, or if more than one issue is outstanding state in a note, the title of each issue and the dollar amount thereof. Show also the dollar amount of any shares subscribed but unissued, and show the deduction of subscriptions receivable therefrom. State on the face of the balance sheet or in a note, for each issue, the number of shares authorized and the number of shares issued or outstanding, as appropriate (see § 210.4–07). Show in a note or separate statement the changes in each class of preferred shares reported under this caption for each period for which
aan income
statement
of comprehensive income is required to be filed. (See also § 210.4–08(d).)
Common Stocks.
29. Common stocks. For each class of common shares state, on the face of the balance sheet, the number of shares issued or outstanding, as appropriate (see § 210.4–07), and the dollar amount thereof. If convertible, this fact should be indicated on the face of the balance sheet. For each class of common shares state, on the face of the balance sheet or in a note, the title of the issue, the number of shares authorized, and, if convertible, the basis of conversion (see also § 210.4–08(d)). Show also the dollar amount of any common shares subscribed but unissued, and show the deduction of subscriptions receivable therefrom. Show in a note or statement the changes in each class of common shares for each period for which
aan income
statement
of comprehensive income is required to be filed.
Other Stockholders’ Equity.
30. Other stockholders’ equity.
(a) Separate captions shall be shown for
(1) additional paid-in capital,
(2) other additional capital and
(3) retained earnings (i) appropriated and (ii) unappropriated. (See §
210.4-08(e)), and210.4–08(e).
)
(4)accumulated other comprehensive income.
Note 1 to Paragraph 30.(a). Additional paid-in capital and other additional capital may be combined with the stock caption to which it applies, if appropriate.
(b) For a period of at least 10 years subsequent to the effective date of a quasi-reorganization, any description of retained earnings shall indicate the point in time from which the new retained earnings dates and for a period of at least three years shall indicate, on the face of the balance sheet, the total amount of the deficit eliminated.
Noncontrolling Interests
31. Noncontrolling interests in consolidated subsidiaries. State separately in a note the amounts represented by preferred stock and the applicable dividend requirements if the preferred stock is material in relation to the consolidated equity.
32. Total liabilities and equity.
[45 FR 63671, Sept. 25, 1980, as amended at 46 FR 43412, Aug. 28, 1981;47 FR 29837, July 9, 1982; 50 FR 25215, June 18, 1985; 50 FR 49533, Dec. 3, 1985; 59 FR 65636, Dec. 20, 1994; 74 FR 18615, Apr. 23, 2009; 83 FR 50201, Oct. 4, 2018]
Amendments to Topic 220
4. Amend paragraphs 220-10-S99-1 through S99-2 and their related headings, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 3-03, Instructions to Statement of Comprehensive Income Statement
Requirements
220-10-S99-1 The following is the text of Regulation S-X Rule 3-03, Instructions to
Statement of Comprehensive Income
Statement
Requirements (17 CFR 210.3-03).
(a) The statements required shall be prepared in compliance with the applicable requirements of this regulation.
(b) If the registrant is engaged primarily (1) in the generation, transmission or distribution of electricity, the manufacture, mixing, transmission or distribution of gas, the supplying or distribution of water, or the furnishing of telephone or telegraph service; or (2) in holding securities of companies engaged in such businesses, it may at its option include statements of comprehensive income and cash flows (which may be unaudited) for the twelve-month period ending on the date of the most recent balance sheet being filed, in lieu of the statements of comprehensive income and cash flows for the interim periods specified.
(c) If a period or periods reported on include operations of a business prior to the date of acquisition, or for other reasons differ from reports previously issued for any period, the statements shall be reconciled as to sales or revenues and net income in the statement or in a note thereto with the amounts previously reported:
Provided, however,Provided, however
, That such reconciliations need not be made (1) if they have been made in filings with the Commission in prior years or (2) the financial statements which are being retroactively adjusted have not previously been filed with the Commission or otherwise made public.
(d) Any unaudited interim financial statements furnished shall reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. A statement to that effect shall be included.
Such adjustments shall include, for example, appropriate estimated provisions for bonus and profit sharing arrangements normally determined or settled at year-end.
If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise, there shall be furnished information describing in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments entering into the determination of the results shown.
(e) Disclosures regarding segments required by generally accepted accounting principles shall be provided for each year for which an audited statement of income is provided. To the extent that the segment information presented pursuant to this instruction complies with the provisions of Item 101 of Regulation S-K, the disclosures may be combined by cross referencing to or from the financial statements.
[45 FR 63687, Sept. 25, 1980. Redesignated at 47 FR 29836, July 9, 1982, and amended at 50 FR 25215, June 18, 1985; 50 FR 49532, Dec. 3, 1985; 57 FR 45292, Oct. 1, 1992; 64 FR 1734, Jan 12, 1999; 83 FR 50199, Oct. 4, 2018].
>>> Regulation S-X Rule 5-03, Income
Statements of Comprehensive Income
220-10-S99-2 The following is the text of Regulation S-X Rule 5-03,
Income
Statements
of Comprehensive Income (17 CFR 210.5-03).
(a) The purpose of this rule is to indicate the various line items which, if applicable, and except as otherwise permitted by the Commission, should appear on the face of the
income
statements
of comprehensive income filed for the persons to whom this article pertains (see § 210.4-01(a)).
(b) If income is derived from more than one of the subcaptions described under § 210.5-03.1, each class which is not more than 10 percent of the sum of the items may be combined with another class. If these items are combined, related costs and expenses as described under § 210.5-03.2 shall be combined in the same manner.
1. Net sales and gross revenues. State separately:
(a) Net sales of tangible products (gross sales less discounts, returns and allowances),
(b) operating revenues of public utilities or others;
(c) income from rentals;
(d) revenues from services; and
(e) other revenues.
Amounts earned from transactions with related parties shall be disclosed as required under § 210.4-08(k).
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 operating revenues and operating expenses reported under § 210.5-03.2 prescribed by such system or report.
If the total of sales and revenues reported under this caption includes excise taxes in an amount equal to 1 percent or more of such total, the amount of such excise taxes shall be shown on the face of the statement parenthetically or otherwise.
2. Costs and expenses applicable to sales and revenues.
State separately the amount of
(a) cost of tangible goods sold,
(b) operating expenses of public utilities or others,
(c) expenses applicable to rental income,
(d) cost of services, and
(e) expenses applicable to other revenues.
Merchandising organizations, both wholesale and retail, may include occupancy and buying costs under caption 2(a). Amounts of costs and expenses incurred from transactions with related parties shall be disclosed as required under § 210.4-08(k).
3. Other operating costs and expenses. State separately any material amounts not included under caption 2 above.
4. Selling, general and administrative expenses.
5. Provision for doubtful accounts and notes.
6. Other general expenses. Include items not normally included in caption 4 above. State separately any material item.
7. Non-operating income.
State separately in the
income
statement
of comprehensive income or in a note thereto amounts earned from
(a) dividends,
(b) interest on securities,
(c) profits on securities (net of losses), and
(d) miscellaneous other income.
Amounts earned from transactions in securities of related parties shall be disclosed as required under § 210.4-08(k). Material amounts included under miscellaneous other income shall be separately stated in the
income
statement
of comprehensive income or in a note thereto, indicating clearly the nature of the transactions out of which the items arose.
8. Interest and amortization of debt discount and expense.
9. Non-operating expenses.
State separately in the
income
statement
of comprehensive income or in a note thereto amounts of
(a) losses on securities (net of profits) and
(b) miscellaneous income deductions.
Material amounts included under miscellaneous income deductions shall be separately stated in the
income
statement
of comprehensive income or in a note thereto, indicating clearly the nature of the transactions out of which the items arose.
10. Income or loss before income tax expense and appropriate items below.
11. Income tax expense. Include under this caption only taxes based on income (see § 210.4-08(h)).
12. Equity in earnings of unconsolidated subsidiaries and 50 percent or less owned persons. State, parenthetically or in a note, the amount of dividends received from such persons. If justified by the circumstances, this item may be presented in a different position and a different manner (see § 210.4-01(a)).
13. Income or loss from continuing operations.
14. Discontinued operations.
15
-17.[Reserved]Income or loss before extraordinary items and cumulative effects of changes in accounting principles.
16. Extraordinary items, less applicable tax.
17. Cumulative effects of changes in accounting principles.
18. Net income or loss.
19. Net income attributable to the noncontrolling interest.
20. Net income attributable to the controlling interest.
21. Other comprehensive income.
State separately the components of and the total for other comprehensive income. Present the components either net of related tax effects or before related tax effects with one amount shown for the aggregate income tax expense or benefit. State the amount of income tax expense or benefit allocated to each component, including reclassification adjustments, in the statement of comprehensive income or in a note.
22.Comprehensive income.
23.Comprehensive income attributable to the noncontrolling interest.
24. Comprehensive income attributable to the controlling interest.
2521
. Earnings per share data.
[45 FR 63671, Sept. 25, 1980, as amended at 45 FR 76977, Nov. 21, 1980; 50 FR 25215, June 18, 1985; 74 FR 18615, Apr. 23, 2009; 83 FR 50202, Oct. 4, 2018]
Amendments to Topic 235
5. Amend paragraphs 235-10-S99-1 through S99-4 and the related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 4-08, General Notes to Financial Statements
235-10-S99-1 The following is the text of Regulation S-X Rule 4-08, General Notes to Financial Statements (17 CFR 210.4-08).
If applicable to the person for which the financial statements are filed, the following shall be set forth on the face of the appropriate statement or in appropriately captioned notes. The information shall be provided for each statement required to be filed, except that the information required by paragraphs (b), (c), (d), (e) and (f) of this section shall be provided as of the most recent audited balance sheet being filed and for paragraph (j) of this section as specified therein. When specific statements are presented separately, the pertinent notes shall accompany such statements unless cross-referencing is appropriate.
(a)
[Reserved]Principles of consolidation or combination. With regard to consolidated or combined financial statements, refer to §§ 210.3A–01 to 3A–08 for requirements for supplemental information in notes to the financial statements.
(b) Assets subject to lien. Assets mortgaged, pledged, or otherwise subject to lien, and the approximate amounts thereof, shall be designated and the obligations collateralized briefly identified.
(c) Defaults. The facts and amounts concerning any default in principal, interest, sinking fund, or redemption provisions with respect to any issue of securities or credit agreements, or any breach of covenant of a related indenture or agreement, which default or breach existed at the date of the most recent balance sheet being filed and which has not been subsequently cured, shall be stated in the notes to the financial statements. If a default or breach exists but acceleration of the obligation has been waived for a stated period of time beyond the date of the most recent balance sheet being filed, state the amount of the obligation and the period of the waiver.
(d) Preferred shares.
(1)
Aggregate preferences on involuntary liquidation, if other than par or stated value, shall be shown parenthetically in the equity section of the balance sheet.
(2) Disclosure shall be made of any restriction upon retained earnings that arises from the fact that upon involuntary liquidation the aggregate preferences of the preferred shares exceeds the par or stated value of such shares.
(e) Restrictions which limit the payment of dividends by the registrant.
(1) Describe the most significant restrictions,
other than as reported under paragraph (d) of this section,
on the payment of dividends by the registrant, indicating their sources, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions.
(2) Disclose the amount of consolidated retained earnings which represents undistributed earnings of 50 percent or less owned persons accounted for by the equity method.
(3) The disclosures in paragraphs (e)(3)(i) and (ii) ofin this section shall be provided when
material.the restricted net assets of consolidated and unconsolidated subsidiaries and the parent’s equity in the undistributed earnings of 50 percent or less owned persons accounted for by the equity method together exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of subsidiaries shall mean that amount of the registrant’s proportionate share of net assets (after intercompany eliminations) reflected in the balance sheets of its consolidated and unconsolidated subsidiaries as of the end of the most recent fiscal year which may not be transferred to the parent company in the form of loans, advances or cash dividends by the subsidiaries without the consent of a third party (i. e., lender, regulatory agency, foreign government, etc.). Not all limitations on transferability of assets are considered to be restrictions for purposes of this test, which considers only specific third party restrictions on the ability of subsidiaries to transfer funds outside of the entity. For example, the presence of subsidiary debt which is secured by certain of the subsidiary’s assets does not constitute a restriction under this rule. However, if there are any loan provisions prohibiting dividend payments, loans or advances to the parent by a subsidiary, these are considered restrictions for purposes of computing restricted net assets. When a loan agreement requires that a subsidiary maintain certain working capital, net tangible asset, or net asset levels, or where formal compensating arrangements exist, there is considered to be a restriction under the rule because the lender’s intent is normally to preclude the transfer by dividend or otherwise of funds to the parent company. Similarly, a provision which requires that a subsidiary reinvest all of its earnings is a restriction, since this precludes loans, advances or dividends in the amount of such undistributed earnings by the entity. Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used. Redeemable preferred stocks (§ 210.5–02.28) and noncontrolling interests shall be deducted in computing net assets for purposes of this test.
(i) Describe the nature of any restrictions on the ability of consolidated subsidiaries and unconsolidated subsidiaries to transfer funds to the registrant in the form of cash dividends, loans or advances (i. e., borrowing arrangements, regulatory restraints, foreign government, etc.)
(ii) Disclose separately the amounts of such restricted net assets for unconsolidated subsidiaries and consolidated subsidiaries as of the end of the most recently completed fiscal year.
(f) Significant changes in bonds, mortgages and similar debt. Any significant changes in the authorized
or issued
amounts of bonds, mortgages and similar debt since the date of the latest balance sheet being filed for a particular person or group shall be stated.
(g) Summarized financial information of subsidiaries not consolidated and 50 percent or less owned persons.
(1) The summarized information as to assets, liabilities and results of operations as detailed in § 210.1–02(bb) shall be presented in notes to the financial statements on an individual or group basis for:
(i) Subsidiaries not consolidated; or
(ii) For 50 percent or less owned persons accounted for by the equity method by the registrant or by a subsidiary of the registrant, if the criteria in § 210.1–02(w) for a significant subsidiary are met:
(A) Individually by any subsidiary not consolidated or any 50% or less owned person; or
(B) On an aggregated basis by any combination of such subsidiaries and persons.
(2) Summarized financial information shall be presented insofar as is practicable as of the same dates and for the same periods as the audited consolidated financial statements provided and shall include the disclosures prescribed by § 210.1–02(bb). Summarized information of subsidiaries not consolidated shall not be combined for disclosure purposes with the summarized information of 50 percent or less owned persons.
(h) Income tax expense.
(1) Disclosure shall be made in the
statement of comprehensive income
statement
or a note thereto, of
the components of income (loss) before income tax expense (benefit) as either domestic or foreign. (i) the components of income (loss) before income tax expense (benefit) as either domestic or foreign; (ii) the components of income tax expense, including (A) taxes currently payable and (B) the net tax effects, as applicable, of timing differences (indicate separately the amount of the estimated tax effect of each of the various types of timing differences, such as depreciation, warranty costs, etc., where the amount of each such tax effect exceeds five percent of the amount computed by multiplying the income before tax by the applicable statutory Federal income tax rate; other differences may be combined).
NOTE
1 to Paragraph (h)(1): Amounts applicable to United States Federal income taxes, to foreign income taxes and the other income taxes shall be stated separately for each major component. Amounts applicable to foreign income (loss) and amounts applicable to foreign or other income taxes which are less than five percent of the total of income before taxes or the component of tax expense, respectively, need not be separately disclosed. For purposes of this rule, foreign income (loss) is defined as income (loss) generated from a registrant’s foreign operations, i. e., operations that are
located outsidelocated outside
of the registrant’s home country.
(2)
In theProvide a
reconciliation between the amount of reported total income tax expense (benefit) and the amount computed by multiplying the income (loss) before tax by the applicable statutory Federal income tax rate,
showing the estimated dollar amount of each of the underlying causes for the difference. If
if no individual reconciling item amounts to more than five percent of the amount computed by multiplying the income before tax by the applicable statutory Federal income tax rate, and the total difference to be reconciled is less than five percent of such computed amount, no reconciliation need be provided unless it would be significant in appraising the trend of earnings. Reconciling items that are individually less than five percent of the computed amount may be aggregated in the reconciliation.
The reconciliation may be presented in percentages rather than in dollar amounts.
Where the reporting person is a foreign entity, the income tax rate in that person’s country of domicile should normally be used in making the above computation, but different rates should not be used for subsidiaries or other segments of a reporting entity. When the rate used by a reporting person is other than the United States Federal corporate income tax rate, the rate used and the basis for using such rate shall be disclosed.
(3) Paragraphs (h)(1) and (2) of this section shall be applied in the following manner to financial statements which reflect the adoption of FASB ASC Topic 740, Income Taxes.
(i) The disclosures required by paragraph (h)(1)(ii) of this section and by the parenthetical instruction at the end of paragraph (h)(1) of this section and by the introductory sentence of paragraph (h)(2) of this section shall not apply.
(ii) The instructional note between paragraphs (h) (1) and (2) of this section and the balance of the requirements of paragraphs (h) (1) and (2) of this section shall continue to apply.
(i) Warrants or rights outstanding. Information with respect to warrants or rights outstanding at the date of the related balance sheet shall be set forth as follows:
(1) Title of issue of securities called for by warrants or rights.
(2) Aggregate amount of securities called for by warrants or rights outstanding.
(3) Date from which warrants or rights are exercisable.
(4) Price at which warrant or right is exercisable.
(i)-(j) [Reserved]
(k) Related party transactions
thatwhich
affect the financial statements.
(1)
Amounts of relatedRelated
party transactions should be
identified and the amounts
stated on the face of the balance sheet,
statement of comprehensive income
statement
, or statement of cash flows.
(2) In cases where separate financial statements are presented for the registrant, certain investees, or subsidiaries,
separate disclosure shall be made in such statements of the amounts in the related consolidated financial statements which are (i) eliminated and (ii) not eliminated. Also,
any intercompany profits or losses resulting from transactions with related parties
and not eliminated
and the effects thereof shall be disclosed.
(l)[Reserved]
(m) Repurchase and reverse repurchase agreements.
(1) Repurchase agreements (assets sold under agreements to repurchase).
(i) If, as of the most recent balance sheet date, the carrying amount (or market value, if higher than the carrying amount or if there is no carrying amount) of the securities or other assets sold under agreements to repurchase (repurchase agreements) exceeds 10% of total assets, disclose separately in the balance sheet the aggregate amount of liabilities incurred pursuant to repurchase agreements including accrued interest payable thereon.
(ii)(A) If, as of the most recent balance sheet date, the carrying amount (or market value, if higher than the carrying amount) of securities or other assets sold under repurchase agreements, other than securities or assets specified in paragraph (m)(1)(ii)(B) of this section, exceeds 10% of total assets, disclose in an appropriately captioned footnote containing a tabular presentation, segregated as to type of such securities or assets sold under agreements to repurchase (e. g., U.S. Treasury obligations, U.S. Government agency obligations and loans), the following information as of the balance sheet date for each such agreement or group of agreements (other than agreements involving securities or assets specified in paragraph (m)(1)(ii)(B) of this section) maturing (1) overnight; (2) term up to 30 days; (3) term of 30 to 90 days; (4) term over 90 days and (5) demand:
(i) The carrying amount and market value of the assets sold under agreement to repurchase, including accrued interest plus any cash or other assets on deposit under the repurchase agreements; and
(ii) The repurchase liability associated with such transaction or group of transactions and the interest rate(s) thereon.
(B) For purposes of paragraph (m)(1)(ii)(A) of this section only, do not include securities or other assets for which unrealized changes in market value are reported in current income or which have been obtained under reverse repurchase agreements.
(iii) If, as of the most recent balance sheet date, the amount at risk under repurchase agreements with any individual counterparty or group of related counterparties exceeds 10% of stockholders’ equity (or in the case of investment companies, net asset value), disclose the name of each such counterparty or group of related counterparties, the amount at risk with each, and the weighted average maturity of the repurchase agreements with each. The amount at risk under repurchase agreements is defined as the excess of carrying amount (or market value, if higher than the carrying amount or if there is no carrying amount) of the securities or other assets sold under agreement to repurchase, including accrued interest plus any cash or other assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability (adjusted for accrued interest). (Cash deposits in connection with repurchase agreements shall not be reported as unrestricted cash pursuant to rule 5–02.1.)
(2) Reverse repurchase agreements (assets purchased under agreements to resell).
(i) If, as of the most recent balance sheet date, the aggregate carrying amount of
“reversereverse
repurchase
agreements”agreements
(securities or other assets purchased under agreements to resell) exceeds 10% of total assets:
(A) Disclose separately such amount in the balance sheet; and
(B) Disclose in an appropriately captioned footnote:
(1) The registrant’s policy with regard to taking possession of securities or other assets purchased under agreements to resell; and
(2) Whether or not there are any provisions to ensure that the market value of the underlying assets remains sufficient to protect the registrant in the event of default by the counterparty and if so, the nature of those provisions.
(II) If, as of the most recent balance sheet date, the amount at risk under reverse repurchase agreements with any individual counterparty or group of related counterparties exceeds 10% of stockholders’ equity (or in the case of investment companies, net asset value), disclose the name of each such counterparty or group of related counterparties, the amount at risk with each, and the weighted average maturity of the reverse repurchase agreements with each. The amount at risk under reverse repurchase agreements is defined as the excess of the carrying amount of the reverse repurchase agreements over the market value of assets delivered pursuant to the agreements by the counterparty to the registrant (or to a third party agent that has affirmatively agreed to act on behalf of the registrant) and not returned to the counterparty, except in exchange for their approximate market value in a separate transaction.
(n) Accounting policies for certain derivative instruments. Disclosures regarding accounting policies shall
include descriptions of the accounting policies used for derivative financial instruments and derivative commodity instruments and the methods of applying those policies that materially affect the determination of financial position, cash flows, or results of operation. This description shall include, to the extent material, each of the following items:
1) A discussion of each method used to account for derivative financial instruments and derivative commodity instruments;
(2) The types of derivative financial instruments and derivative commodity instruments accounted for under each method;
(3) The criteria required to be met for each accounting method used, including a discussion of the criteria required to be met for hedge or deferral accounting and accrual or settlement accounting (e.g., whether and how risk reduction, correlation, designation, and effectiveness tests are applied);
(4) The accounting method used if the criteria specified in paragraph (n)(3) of this section are not met;
(5) The method used to account for terminations of derivatives designated as hedges or derivatives used to affect directly or indirectly the terms, fair values, or cash flows of a designated item;
(6) The method used to account for derivatives when the designated item matures, is sold, is extinguished, or is terminated. In addition, the method used to account for derivatives designated to an anticipated transaction, when the anticipated transaction is no longer likely to occur; and
(7) Where and when
where in the statement of cash flows derivative financial
instruments and derivative commodity
instruments, and their related gains and losses,
as defined by U.S. generally accepted accounting principles are reported
in the statements of financial position, cash flows, and results of operations.
Instructions to paragraph 4-08(n).
1. For purposes of this paragraph (n), derivative financial instruments and derivative commodity instruments (collectively referred to as “derivatives”) are defined as follows:
(i) Derivative financial instruments have the same meaning as defined by generally accepted accounting principles (see FASB ASC Master Glossary) and include futures, forwards, swaps, options, and other financial instruments with similar characteristics.
(ii)
Derivative commodity instruments include, to the extent such instruments are not derivative financial instruments, commodity futures, commodity forwards, commodity swaps, commodity options, and other commodity instruments with similar characteristics that are permitted by contract or business custom to be settled in cash or with another financial instrument. For purposes of this paragraph, settlement in cash includes settlement in cash of the net change in value of the derivative commodity instrument (e. g., net cash settlement based on changes in the price of the underlying commodity).
2. For purposes of paragraphs (n)(2), (n)(3), (n)(4), and (n)(7), the required disclosures should address separately derivatives entered into for trading purposes and derivatives entered into for purposes other than trading.
For purposes of this paragraph, trading purposes means dealing and other trading activities measured at fair value with gains and losses recognized in earnings.
3. For purposes of paragraph (n)(6), anticipated transactions means transactions (other than transactions involving existing assets or liabilities or transactions necessitated by existing firm commitments) an enterprise expects, but is not obligated, to carry out in the normal course of business.
4. Registrants should provide disclosures required under paragraph (n) in filings with the Commission that include financial statements of fiscal periods ending after June 15, 1997.
[45 FR 63669, Sept. 25, 1980, as amended at 46 FR 56179, Nov. 16, 1981; 50 FR 25215, June 18, 1985; 50 FR 49532, Dec. 3, 1985; 51 FR 3770, Jan. 30, 1986; 57 FR 45293, Oct. 1, 1992; 59 FR 65636, Dec. 20, 1994; 62 FR 6063, Feb. 10, 1997; 74 FR 18615, Apr. 23, 2009; 76 FR 50119, Aug. 12, 2011; 83 FR 50200, Oct. 4, 2018]
>>> Regulation S-X Rule 12-01, Application of §§210.12-01 to 210.12-29Rules 12-01 to 12-29
235-10-S99-2 The following is the text of Regulation S-X Rule 12-01, Application of §§210.12-01 to 210.12-29Rules 12-01 to 12-29 (17 CFR 210.12-01).
These sections prescribe the form and content of the schedules required by §§ 210.5-04, 210.6-10, 210.6A-05, and 210.7-05.
[59 FR 65637, Dec. 20, 1994]
>>> Regulation S-X Rule 12-04, Condensed Financial Information of Registrant
235-10-S99-3 The following is the text of Regulation S-X Rule 12-04, Condensed Financial Information of Registrant (17 CFR 210.12-04).
[Registrant may determine disclosure based on information provided in footnotes below.]
(a) Provide condensed financial information as to financial position,
cash flowschanges in financial position
and results of operations of the registrant
as of the same dates and for the same periods for which audited consolidated financial statements are required. The financial information required need not be presented in greater detail than is required for condensed statements by § 210.10-01(a)(2), (3) and (4). Detailed footnote disclosure which would normally be included with complete financial statements may be omitted with the exception of disclosures regarding material contingencies, long-term obligations and guarantees. Descriptions of significant provisions of the registrant’s long-term obligations, mandatory dividend or redemption requirements of redeemable stocks, and guarantees of the registrant shall be provided along with a five-year schedule of maturities of debt. If the material contingencies, long-term obligations, redeemable stock requirements and guarantees of the registrant have been separately disclosed in the consolidated statements, they need not be repeated in this schedule.
(b) Disclose separately the amounts of cash dividends paid to the registrant for each of the last three fiscal years by consolidated
subsidiariessubsidies
, unconsolidated subsidiaries and 50 percent or less owned persons accounted for by the equity method, respectively.
[46 FR 56180, Nov. 16, 1981, as amended at 57 FR 45293, Oct. 1, 1992]
>>> Regulation S-X Rule 12-09, Valuation and Qualifying Accounts
235-10-S99-4 The following is the text of Regulation S-X Rule 12-09, Valuation and Qualifying Accounts (17 CFR 210.12-09).
Reg. § 210.12-09 Valuation and Qualifying Accounts
Column A |
Column B |
| Column C–Additions |
Column D |
Column E |
Description1 |
Balance at beginning of period |
(1) Charged to costs and expenses |
(2) ChargedChange to other accounts— describe |
Deductions— describe |
Balance at end of period |
1 List, by major classes, all valuation and qualifying accounts and reserves not included in specific schedules. Identify each such class of valuation and qualifying accounts and reserves by descriptive title. Group (a) those valuation and qualifying accounts which are deducted in the balance sheet from the assets to which they apply and (b) those reserves which support the balance sheet caption, Reserves.Valuation and qualifying accounts and reserves as to which the additions, deductions, and balances were not individually significant may be grouped in one total and in such case the information called for under columns C and D need not be given.
[37 FR 14602, July 21, 1972. Redesignated and amended at 45 FR 63679, Sept. 25, 1980]
Amendments to Topic 270
6. Amend paragraph 270-10-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 10-01, Interim Financial Statements
270-10-S99-1 The following is the text of Regulation S-X Rule 10-01, Interim Financial Statements (17 CFR 210.10-01).
(a) Condensed statements. Interim financial statements shall follow the general form and content of presentation prescribed by the other sections of this Regulation with the following exceptions:
(1) Interim financial statements required by this rule need only be provided as to the registrant and its subsidiaries consolidated and may be unaudited. Separate statements of other entities which may otherwise be required by this regulation may be omitted.
(2) Interim balance sheets shall include only major captions (i. e., numbered captions) prescribed by the applicable sections of this Regulation with the exception of inventories. Data as to raw materials, work in process and finished goods inventories shall be included either on the face of the balance sheet or in the notes to the financial statements, if applicable. Where any major balance sheet caption is less than 10% of total assets, and the amount in the caption has not increased or decreased by more than 25% since the end of the preceding fiscal year, the caption may be combined with others.
(3) Interim statements of
comprehensive income shall also include major captions prescribed by the applicable sections of
part 210 of this
chapter (Regulation S-X)Regulation
. When any major
income
statement
of comprehensive income (or statement of net income if comprehensive income is presented in two separate but consecutive financial statements) caption is less than 15% of average net income
attributable to the registrant
for the most recent three fiscal years and the amount in the caption has not increased or decreased by more than 20% as compared to the corresponding interim period of the preceding fiscal year, the caption may be combined with others. In calculating average net income, loss years should be excluded. If losses were incurred in each of the most recent three years, the average loss shall be used for purposes of this test. Notwithstanding these tests, §210.4–02 applies and de minimis amounts therefore need not be shown separately, except that registrants reporting under § 210.9 shall show investment securities gains or losses separately regardless of size.
(4) The statement of cash flows may be abbreviated starting with a single figure of net cash flows from operating activities and showing cash changes from investing and financing activities individually only when they exceed 10% of the average of net cash flows from operating activities for the most recent three years. Notwithstanding this test, § 210.4–02 applies and de minimis amounts therefore need not be shown separately.
(5) The interim financial information shall include disclosures either on the face of the financial statements or in accompanying footnotes sufficient so as to make the interim information presented not misleading. Registrants may presume that users of the interim financial information have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation,
except in regard to material contingencies,
may be determined in that context. Accordingly, footnote disclosure which would substantially duplicate the disclosure contained in the most recent annual report to security holders or latest audited financial statements, such as a statement of significant accounting policies and practices, details of accounts which have not changed significantly in amount or composition since the end of the most recently completed fiscal year, and detailed disclosures prescribed by
§210.4-08Rule 4–08 of this Regulation,
may be omitted.
However, disclosure shall be provided where events subsequent to the end of the most recent fiscal year have occurred which have a material impact on the registrant. Disclosures should encompass for example, significant changes since the end of the most recently completed fiscal year in such items as: accounting principles and practices; estimates inherent in the preparation of financial statements; status of long-term contracts; capitalization including significant new borrowings or modification of existing financing arrangements; and the reporting entity resulting from business combinations or dispositions. Notwithstanding the above, where material contingencies exist, disclosure of such matters shall be provided even though a significant change since year end may not have occurred.
(6) Detailed schedules otherwise required by this Regulation may be omitted for purposes of preparing interim financial statements.
(7)
Provide the information required by §210.3-04 for the current and comparative year-to-date periods, with subtotals for each interim periodIn addition to the financial statements required by paragraphs (a) (2), (3) and (4) of this section, registrants in the development stage shall provide the cumulative financial statements (condensed to the same degree as allowed in this paragraph) and disclosures required by FASB ASC Topic 915, Development Stage Entities to the date of the latest balance sheet presented.
(b) Other instructions as to content. The following additional instructions shall be applicable for purposes of preparing interim financial statements:
(1) Summarized
income
statement
of comprehensive income information shall be given separately as to each subsidiary not consolidated or 50 percent or less owned persons or as to each group of such subsidiaries or fifty percent or less owned persons for which separate individual or group statements would otherwise be required for annual periods. Such summarized information, however, need not be furnished for any such unconsolidated subsidiary or person which would not be required pursuant to
§240.13a-13 or §240.15d-13 of this chapterRule 13a–13 or 15d–13
to file quarterly financial information with the Commission if it were a registrant.
(2)
If appropriate, the income statement shall show earnings per share and dividends declared per share applicable to common stock.
The basis of the earnings per share computation shall be stated together with the number of shares used in the computation.
In addition, see Item 601(b)(11) of Regulation S-K, (17 CFR 229.601(b)(11)).
(3) If, during the most recent interim period presented, the registrant or any of its consolidated subsidiaries entered into a combination between entities under common control,
supplementalthe interim financial statements for both the current year and the preceding year shall reflect the combined results of the combined businesses. Supplemental
disclosure of the separate results of the combined entities for periods prior to the combination shall be given, with appropriate explanations.
(4)
-(5) [Reserved]Where a material business combination has occurred during the current fiscal year, pro forma disclosure shall be made of the results of operations for the current year up to the date of the most recent interim balance sheet provided (and for the corresponding period in the preceding year) as though the companies had combined at the beginning of the period being reported on. This pro forma information shall, at a minimum, show revenue, income before extraordinary items and the cumulative effect of accounting changes, including such income on a per share basis, net income attributable to the registrant, and net income per share.
(5) Where the registrant has reported a discontinued operation (as required by FASB ASC Subtopic 205-20, Presentation of Financial Statements—Discontinued Operations) during any of the periods covered by the interim financial statements, the effect thereof on revenues and net income— total and per share—for all periods shall be disclosed.
(6)
In addition to meeting the reporting requirements specified by existing standards for accounting changes, the registrant shall state the date of any material accounting change and the reasons for making it. In addition, for
For filings on Form 10–Q
(§249.308(a) of this chapter)and Form 10–QSB
, a letter from the registrant’s independent accountant shall be filed as an exhibit (in accordance with the provisions of
17 CFR 229.601(Item 601 of Regulation S-K,
17 CFR 229.601
) in the first Form 10–Q
and Form 10–QSB subsequent to
after the date of an accounting change indicating whether or not the change is to an alternative principle which
, in the accountant’sin his
judgment is preferable under the circumstances; except that no letter from the accountant need be filed when the change is made in response to a standard adopted by the Financial Accounting Standards Board
thatwhich
requires such change.
(7) Any material retroactive prior period adjustment made during any period covered by the interim financial statements shall be disclosed, together with the effect thereof upon net income— total and per share—of any prior period included and upon the balance of retained earnings. If results of operations for any period presented have been adjusted retroactively by such an item subsequent to the initial reporting of such period, similar disclosure of the effect of the change shall be made.
(8) Any unaudited interim financial statements furnished shall reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. A statement to that effect shall be included.
Such adjustments shall include, for example, appropriate estimated provisions for bonus and profit sharing arrangements normally determined or settled at year- end.
If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise, there shall be furnished information describing in appropriate detail the nature and amount of any adjustments other than normal recurring adjustments entering into the determination of the results shown.
(c) Periods to be covered. The periods for which interim financial statements are to be provided in registration statements are prescribed elsewhere in this Regulation (see §§ 210.3–01 and 3–02). For filings on Form 10–Q
and Form 10–QSB,
financial statements shall be provided as set forth
in this paragraph (c)below:
(1) An interim balance sheet as of the end of the most recent fiscal quarter and a balance sheet as of the end of the preceding fiscal year shall be provided. The balance sheet as of the end of the preceding fiscal year may be condensed to the same degree as the interim balance sheet provided. An interim balance sheet as of the end of the corresponding fiscal quarter of the preceding fiscal year need not be provided unless necessary for an understanding of the impact of seasonal fluctuations on the registrant's financial condition.
(2) Interim statements of comprehensive income shall be provided for the most recent fiscal quarter, for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding periods of the preceding fiscal year. Such statements may also be presented for the cumulative twelve month period ended during the most recent fiscal quarter and for the corresponding preceding period.
(3) Interim statements of cash flows shall be provided for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding period of the preceding fiscal year. Such statements may also be presented for the cumulative twelve month period ended during the most recent fiscal quarter and for the corresponding preceding period.
(4) Registrants engaged in seasonal production and sale of a single-crop agricultural commodity may provide interim statements of
comprehensive income and cash flows for the twelve month period ended during the most recent fiscal quarter and for the corresponding preceding period in lieu of the year-to-date statements specified in
paragraphs (c)(2) and (3) of this section(2) and (3) above.
(d) Interim review by independent public accountant. Prior to filing, interim financial statements included in quarterly reports on Form 10–Q (17 CFR 249.308(a)) must be reviewed by an independent public accountant using
applicable professional standards and procedures for conducting such reviews,
as established by generally accepted auditing standards
, as may be modified or supplemented by the Commission. If, in any filing, the company states that interim financial statements have been reviewed by an independent public accountant, a report of the accountant on the review must be filed with the interim financial statements.
(e) Filing of other interim financial information in certain cases. The Commission may, upon the informal written request of the registrant, and where consistent with the protection of investors, permit the omission of any of the interim financial information herein required or the filing in substitution thereof of appropriate information of comparable character. The Commission may also by informal written notice require the filing of other information in addition to, or in substitution for, the interim information herein required in any case where such information is necessary or appropriate for an adequate presentation of the financial condition of any person for which interim financial information is required, or whose financial information is otherwise necessary for the protection of investors.
[46 FR 12489, Feb. 17, 1981, as amended at 50 FR 25215, June 18, 1985; 50 FR 49533, Dec. 3, 1985; 57 FR 45293, Oct. 1, 1992; 64 FR 73401, Dec. 30, 1999; 73 FR 956, Jan. 4, 2008; 74 FR 18616, Apr. 23, 2009; 76 FR 50120, Aug. 12, 2011; 83 FR 50205, Oct. 4, 2018]
Amendments to Topic 470
7. Amend paragraph 470-10-S99-1 and its related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 3-10, Financial Statements of GuarantorsGuarantors
, and Issuers of GuaranteedAffiliates Whose
Securities Collateralize an Issue
Registered or Being Registered
470-10-S99-1 The following is the text of Regulation S-X Rule 3-10, Financial Statements of
GuarantorsGuarantors
, and
Issuers of GuaranteedAffiliates Whose
Securities
Collateralize an Issue
Registered or Being Registered
(17 CFR 210.3-10).
(a) (1)General rule. Every issuer of a registered security that is guaranteed and every guarantor of a registered security must file the financial statements required for a registrant by Regulation S-X.
(2) Operation of this rule. Paragraphs (b), (c), (d), (e) and (f) of this section are exceptions to the general rule of paragraph (a)(1) of this section. Only one of these paragraphs can apply to a single issuer or guarantor. Paragraph (g) of this section is a special rule for recently acquired issuers or guarantors that overrides each of these exceptions for a specific issuer or guarantor. Paragraph (h) of this section defines the following terms used in this section: 100% owned, full and unconditional, annual report, quarterly report, no independent assets or operations, minor, finance subsidiary and operating subsidiary. Paragraph (i) of this section states the requirements for preparing the condensed consolidating financial information required by paragraphs (c), (d), (e) and (f) of this section.
Note to paragraph (a)(2). Where paragraphs (b), (c), (d), (e) and (f) of this section specify the filing of financial statements of the parent company, the financial statements of an entity that is not an issuer or guarantor of the registered security cannot be substituted for those of the parent company.
(3) Foreign private issuers. Where any provision of this section requires compliance with §§210.3-01 and 3-02, a foreign private issuer may comply by providing financial statements for the periods specified by Item 8.A of Form 20-F (§ 249.220f of this chapter).
(b) Finance subsidiary issuer of securities guaranteed by its parent company. When a finance subsidiary issues securities and its parent company guarantees those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the issuer if:
(1) The issuer is 100% owned by the parent company guarantor;
(2) The guarantee is full and unconditional;
(3) No other subsidiary of the parent company guarantees the securities; and
(4) The parent company’s financial statements are filed for the periods specified by §§ 210.3-01 and 210.3-02 and include a footnote stating that the issuer is a 100%-owned finance subsidiary of the parent company and the parent company has fully and unconditionally guaranteed the securities. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.
Note to paragraph
(b):(b).
Paragraph (b) is available if a subsidiary issuer satisfies the requirements of this paragraph but for the fact that, instead of the parent company guaranteeing the security, the subsidiary issuer co-issued the security, jointly and severally, with the parent company. In this situation, the narrative information required by paragraph (b)(4) must be modified accordingly.
(c) Operating subsidiary issuer of securities guaranteed by its parent company. When an operating subsidiary issues securities and its parent company guarantees those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the issuer if:
(1) The issuer is 100% owned by the parent company guarantor;
(2) The guarantee is full and unconditional;
(3) No other subsidiary of the parent company guarantees the securities; and
(4) The parent company’s financial statements are filed for the periods specified by §§210.3-01 and 210.3-02 and include, in a footnote, condensed consolidating financial information for the same periods with a separate column for:
(i) The parent company;
(ii) The subsidiary issuer;
(iii) Any other subsidiaries of the parent company on a combined basis;
(iv) Consolidating adjustments; and
(v) The total consolidated amounts.
Notes to paragraph
(c):(c).
1. Instead of the condensed consolidating financial information required by paragraph (c)(4), the parent company’s financial statements may include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantee is full and unconditional, and any subsidiaries of the parent company other than the subsidiary issuer are minor. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.
2. If the alternative disclosure permitted by Note 1 to this paragraph is not applicable because the parent company has independent assets or operations, the condensed consolidating financial information described in paragraph (c)(4) may omit the column for “any other subsidiaries of the parent company on a combined basis” if those other subsidiaries are minor.
3. Paragraph (c) is available if a subsidiary issuer satisfies the requirements of this paragraph but for the fact that, instead of the parent company guaranteeing the security, the subsidiary issuer co-issued the security, jointly and severally, with the parent company. In this situation, the narrative information required by paragraph (i)(8) of this section must be modified accordingly.
(d) Subsidiary issuer of securities guaranteed by its parent company and one or more other subsidiaries of that parent company. When a subsidiary issues securities and both its parent company and one or more other subsidiaries of that parent company guarantee those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the issuer or any subsidiary guarantor if:
(1) The issuer and all subsidiary guarantors are 100% owned by the parent company guarantor;
(2) The guarantees are full and unconditional;
(3) The guarantees are joint and several; and
(4) The parent company’s financial statements are filed for the periods specified by §§210.3-01 and 210.3-02 and include, in a footnote, condensed consolidating financial information for the same periods with a separate column for:
(i) The parent company;
(ii) The subsidiary issuer;
(iii) The guarantor subsidiaries of the parent company on a combined basis;
(iv) Any other subsidiaries of the parent company on a combined basis;
(v) Consolidating adjustments; and
(vi) The total consolidated amounts.
Notes to paragraph
(d):(d).
1. Paragraph (d) applies in the same manner whether the issuer is a finance subsidiary or an operating subsidiary.
2. The condensed consolidating financial information described in paragraph (d)(4) may omit the column for “any other subsidiaries of the parent company on a combined basis” if those other subsidiaries are minor.
3. Paragraph (d) is available if a subsidiary issuer satisfies the requirements of this paragraph but for the fact that, instead of the parent company guaranteeing the security, the subsidiary issuer co-issued the security, jointly and severally, with the parent company. In this situation, the narrative information required by paragraph (i)(8) of this section must be modified accordingly.
4. If all of the requirements in paragraph (d) are satisfied except that the guarantee of a subsidiary is not joint and several with, as applicable, the parent company’s guarantee or the guarantees of the parent company and the other subsidiaries, then each subsidiary guarantor whose guarantee is not joint and several need not include separate financial statements, but the condensed consolidating financial information should include a separate column for each guarantor whose guarantee is not joint and several.
5. Instead of the condensed consolidating financial information required by paragraph (d)(4), the parent company’s financial statements may include a footnote stating, if true, that the parent company has no independent assets or operations, the subsidiary issuer is a 100% owned finance subsidiary of the parent company, the parent company has guaranteed the securities, all of the parent company’s subsidiaries other than the subsidiary issuer have guaranteed the securities, all of the guarantees are full and unconditional, and all of the guarantees are joint and several. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.
(e) Single subsidiary guarantor of securities issued by the parent company of that subsidiary. When a parent company issues securities and one of its subsidiaries guarantees those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the subsidiary guarantor if:
(1) The subsidiary guarantor is 100% owned by the parent company issuer;
(2) The guarantee is full and unconditional;
(3) No other subsidiary of that parent guarantees the securities; and
(4) The parent company’s financial statements are filed for the periods specified by §§210.3-01 and 210.3-02 and include, in a footnote, condensed consolidating financial information for the same periods with a separate column for:
(i) The parent company;
(ii) The subsidiary guarantor;
(iii) Any other subsidiaries of the parent company on a combined basis;
(iv) Consolidating adjustments; and
(v) The total consolidated amounts.
Notes to paragraph (e):
1. Paragraph (e) applies in the same manner whether the guarantor is a finance subsidiary or an operating subsidiary.
2. Instead of the condensed consolidating financial information required by paragraph (e)(4), the parent company’s financial statements may include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantee is full and unconditional, and any subsidiaries of the parent company other than the subsidiary guarantor are minor. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.
3. If the alternative disclosure permitted by Note 2 to this paragraph is not applicable because the parent company has independent assets or operations, the condensed consolidating financial information described in paragraph (e)(4) may omit the column for “any other subsidiaries of the parent company on a combined basis” if those other subsidiaries are minor.
4. If, instead of guaranteeing the subject security, a subsidiary co-issues the security jointly and severally with its parent company, this paragraph (e) does not apply. Instead, the appropriate financial information requirement would depend on whether the subsidiary is a finance subsidiary or an operating subsidiary. If the subsidiary is a finance subsidiary, paragraph (b) applies. If the subsidiary is an operating company, paragraph (c) applies.
(f) Multiple subsidiary guarantors of securities issued by the parent company of those subsidiaries. When a parent company issues securities and more than one of its subsidiaries guarantee those securities, the registration statement, parent company annual report, or parent company quarterly report need not include financial statements of the subsidiary guarantors if:
(1) Each of the subsidiary guarantors is 100% owned by the parent company issuer;
(2) The guarantees are full and unconditional;
(3) The guarantees are joint and several; and
(4) The parent company’s financial statements are filed for the periods specified by §§210.3-01 and 210.3-02 and include, in a footnote, condensed consolidating financial information for the same periods with a separate column for:
(i) The parent company;
(ii) The subsidiary guarantors on a combined basis;
(iii) Any other subsidiaries of the parent company on a combined basis;
(iv) Consolidating adjustments; and
(v) The total consolidated amounts.
Notes to paragraph (f):
1. Instead of the condensed consolidating financial information required by paragraph (f)(4), the parent company’s financial statements may include a footnote stating, if true, that the parent company has no independent assets or operations, the guarantees are full and unconditional and joint and several, and any subsidiaries of the parent company other than the subsidiary guarantors are minor. The footnote also must include the narrative disclosures specified in paragraphs (i)(9) and (i)(10) of this section.
2. If the alternative disclosure permitted by Note 1 to this paragraph is not applicable because the parent company has independent assets or operations, the condensed consolidating financial information described in paragraph (f)(4) may omit the column for “any other subsidiaries of the parent company on a combined basis” if those other subsidiaries are minor.
3. If any of the subsidiary guarantees is not joint and several with the guarantees of the other subsidiaries, then each subsidiary guarantor whose guarantee is not joint and several need not include separate financial statements, but the condensed consolidating financial information must include a separate column for each subsidiary guarantor whose guarantee is not joint and several.
(g) Recently acquired subsidiary issuers or subsidiary guarantors.
(1) The Securities Act registration statement of the parent company must include the financial statements specified in paragraph (g)(2) of this section for any subsidiary that otherwise meets the conditions in paragraph (c), (d), (e) or (f) of this section for omission of separate financial statements if:
(i) The subsidiary has not been included in the audited consolidated results of the parent company for at least nine months of the most recent fiscal year; and
(ii) The net book value or purchase price, whichever is greater, of the subsidiary is 20% or more of the principal amount of the securities being registered.
SX 210.3-10, (g)(1), Instructions to paragraph (g)(1):
1. The significance test of paragraph (g)(1)(ii) of this section should be computed using net book value of the subsidiary as of the most recent fiscal year end preceding the acquisition.
2. Information required by this paragraph (g) is not required to be included in an annual report or quarterly report.
3. Acquisitions of a group of subsidiary issuers or subsidiary guarantors that are related prior to their acquisition shall be aggregated for purposes of applying the 20% test in paragraph (g)(1)(ii) of this section. Subsidiaries shall be deemed to be related prior to their acquisition if:
(a) They are under common control or management;
(b) The acquisition of one subsidiary is conditioned on the acquisition of each subsidiary; or
(c) The acquisition of each subsidiary is conditioned on a single common event.
(2) Financial statements required.
(i) Audited financial statements for a subsidiary described in paragraph (g)(1) of this section must be filed for the subsidiary’s most recent fiscal year preceding the acquisition. In addition, unaudited financial statements must be filed for any interim periods specified in §§ 210.3-01 and 210.3-02.
(ii) The financial statements must conform to the requirements of Regulation S-X (§§210.1-01 through 12-29), except that supporting schedules need not be filed. If the subsidiary is a foreign business, financial statements of the subsidiary meeting the requirements of Item 17 of Form 20-F (§249.220f) will satisfy this item.
(3) Instructions to paragraph (g).
(i) The significance test of paragraph (g)(1)(ii) of this section should be computed using net book value of the subsidiary as of the most recent fiscal year end preceding the acquisition.
(ii) Information required by this paragraph (g) is not required to be included in an annual report or quarterly report.
(iii)Acquisitions of a group of subsidiary issuers or subsidiary guarantors that are related prior to their acquisition shall be aggregated for purposes of applying the 20% test in paragraph (g)(1)(ii) of this section. Subsidiaries shall be deemed to be related prior to their acquisition if:
(A) They are under common control or management;
(B) The acquisition of one subsidiary is conditioned on the acquisition of each subsidiary; or
(C)The acquisition of each subsidiary is conditioned on a single common event.
(h) Definitions. For the purposes of this section:
(1) A subsidiary is
“100% owned”100% owned
if all of its outstanding voting shares are owned, either directly or indirectly, by its parent company. A subsidiary not in corporate form is 100% owned if the sum of all interests are owned, either directly or indirectly, by its parent company other than:
(i) Securities that are guaranteed by its parent and, if applicable, other 100%-owned subsidiaries of its parent; and
(ii) Securities that guarantee securities issued by its parent and, if applicable, other 100%-owned subsidiaries of its parent.
(2) A guarantee is “
fullfull
and
unconditional,”
unconditional,
if, when an issuer of a guaranteed security has failed to make a scheduled payment, the guarantor is obligated to make the scheduled payment immediately and, if it doesn’t, any holder of the guaranteed security may immediately bring suit directly against the guarantor for payment of all amounts due and payable.
(3) Annual report refers to an annual report on Form 10-K,
Form 10- KSB,
or Form 20-F
(§249.310§§ 249.310, 249.310b
, or
§249.220f249.220f
of this chapter).
(4) Quarterly report refers to a quarterly report on Form 10-Q
or Form 10-QSB (§§
(§ 249.308a
or 249.308b
of this chapter).
(5) A parent company has no independent assets or operations if each of its total assets, revenues, income from continuing operations before income taxes, and cash flows from operating activities (excluding amounts related to its investment in its consolidated subsidiaries) is less than 3% of the corresponding consolidated amount.
(6) A subsidiary is minor if each of its total assets, stockholders’ equity, revenues, income from continuing operations before income taxes, and cash flows from operating activities is less than 3% of the parent company’s corresponding consolidated amount.
Note to paragraph (h)(6).
When considering a group of subsidiaries, the definition applies to each subsidiary in that group individually and to all subsidiaries in that group in the aggregate.
(7) A subsidiary is a finance subsidiary if it has no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the security being registered and any other securities guaranteed by its parent company.
(8) A subsidiary is an operating subsidiary if it is not a finance subsidiary.
(i) Instructions for preparation of
the
condensed consolidating financial information required by paragraphs (c), (d), (e) and (f) of this section.
(1) Follow the general guidance in §210.10-01 for the form and content for condensed financial statements and present the financial information in sufficient detail to allow investors to determine the assets, results of operations and cash flows of each of the consolidating groups;
(2) The financial information should be audited for the same periods that the parent company financial statements are required to be audited;
(3) The parent company column should present investments in all subsidiaries based upon their proportionate share of the subsidiary’s net assets;
(4) The parent company’s basis shall be “pushed down” to the applicable subsidiary columns to the extent that push down would be required or permitted in separate financial statements of the subsidiary;
(5) All subsidiary issuer or subsidiary guarantor columns should present the following investments in subsidiaries under the equity method:
(i) Non-guarantor subsidiaries;
(ii) Subsidiary issuers or subsidiary guarantors that are not 100% owned or whose guarantee is not full and unconditional;
(iii) Subsidiary guarantors whose guarantee is not joint and several with the guarantees of the other subsidiaries; and
(iv) Subsidiary guarantors with differences in domestic or foreign laws that affect the enforceability of the guarantees;
(6) Provide a separate column for each subsidiary issuer or subsidiary guarantor that is not 100% owned, whose guarantee is not full and unconditional, or whose guarantee is not joint and several with the guarantees of other subsidiaries. Inclusion of a separate column does not relieve that issuer or guarantor from the requirement to file separate financial statements under paragraph (a) of this section. However, paragraphs (b) through (f) of this section will provide this relief if the particular paragraph is satisfied except that the guarantee is not joint and several;
(7) Provide separate columns for each guarantor by legal jurisdiction if differences in domestic or foreign laws affect the enforceability of the guarantees;
(8) Include the following disclosure, if true:
(i) Each subsidiary issuer or subsidiary guarantor is 100% owned by the parent company;
(ii) All guarantees are full and unconditional;
(iii) Where there is more than one guarantor, all guarantees are joint and several;
(9) Disclose any significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan;
(10) Provide the disclosures prescribed by §210.4-08(e)(3) with respect to the subsidiary issuers and subsidiary guarantors;
(11) The disclosure:
(i) May not omit any financial and narrative information about each guarantor if the information would be material for investors to evaluate the sufficiency of the guarantee;
(ii) Shall include sufficient information so as to make the financial information presented not misleading; and
(iii) Need not repeat information that would substantially duplicate disclosure elsewhere in the parent company’s consolidated financial statements; and
(12) Where the parent company’s consolidated financial statements are prepared on a comprehensive basis other than U.S. Generally Accepted Accounting
Principles
,
Principles or International Financial Reporting Standards as issued by the International Accounting Standards Board, reconcile the information in each column to U.S. Generally Accepted Accounting Principles to the extent necessary to allow investors to evaluate the sufficiency of the guarantees. The reconciliation may be limited to the information specified by Item 17 of Form 20-F (§249.220f of this chapter). The reconciling information need not duplicate information included elsewhere in the reconciliation of the consolidated financial statements.
[65 FR 51707, Aug. 24, 2000, as amended at 73 FR 952, Jan. 4, 2008; 73 FR 1009, Jan. 4, 2008; 74 FR 18615, Apr. 23, 2009]
Amendments to Topic 505
8. Amend paragraphs 505-10-S99-1 through S99-2 and the related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 3-04, Changes in Other Stockholders’ Equity and Noncontrolling Interests
505-10-S99-1 The following is the text of Regulation S-X Rule 3-04, Changes in Other Stockholders’ Equity and Noncontrolling Interests (17 CFR 210.3-04).
An analysis of the changes in each caption of
other
stockholders’ equity and noncontrolling interests presented in the balance sheets shall be given in a note or separate statement. This analysis shall be presented in the form of a reconciliation of the beginning balance to the ending balance for each period for which
aan income
statement
of comprehensive income is required to be filed with all significant reconciling items described by appropriate captions with contributions from and distributions to owners shown separately. Also, state separately the adjustments to the balance at the beginning of the earliest period presented for items which were retroactively applied to periods prior to that period. With respect to any dividends, state the amount per share and in the aggregate for each class of shares. Provide a separate schedule in the notes to the financial statements that shows the effects of any changes in the registrant’s ownership interest in a subsidiary on the equity attributable to the registrant.
[74 FR 18614, Apr. 23, 2009
83 FR 50199, Oct. 4, 2018]
>>> Regulation S-X Rule 4-07, Discount on Shares
505-10-S99-2 The following is the text of Regulation S-X Rule 4-07, Discount on Shares (17 CFR 210.4-07).
[The remainder of this paragraph is not shown here because it is unchanged.]
Amendments to Topic 810
9. Amend paragraphs 810-10-S99-1 through S99-4 and the related headings, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 3A-01
810-10-S99-1 The following is the text of Regulation S-X Rule 3A-01,
Application of Article 3A
(17 CFR 210.3A-01).
[Reserved]Sections 210.3A–01 to 210.3A–05 shall govern the presentation of consolidated and combined financial statements.
[44 FR 19386, Apr. 3, 1979. Redesignated at 45 FR 63687, Sept. 25, 1980, and amended at 50 FR 25215, June 18, 1985]
>>> Regulation S-X Rule 3A-02,Consolidated Financial Statements of the Registrant and its Subsidiaries
810-10-S99-2 The following is the text of Regulation S-X Rule
3A-023-02
, Consolidated Financial Statements of the Registrant and its Subsidiaries
(17 CFR210.3A-02).
In deciding upon consolidation policy, the registrant must consider what financial presentation is most meaningful in the circumstances and should follow in the consolidated financial statements principles of inclusion or exclusion which will clearly exhibit the financial position and results of operations of the registrant. There is a presumption that consolidated financial statements are more meaningful than separate financial statements and that they are usually necessary for a fair presentation when one entity directly or indirectly has a controlling financial interest in another entity. Other particular facts and circumstances may require combined financial statements, an equity method of accounting, or valuation allowances in order to achieve a fair presentation.
In any case, the disclosures required by § 210.3A–03 should clearly explain the accounting policies followed by the registrant in this area, including the circumstances involved in any departure from the normal practice of consolidating majority owned subsidiaries and not consolidating entities that are less than majority owned.
Among the factors that the registrant should consider in determining the most meaningful presentation are the following:
(a) Majority ownership:
Among the factors that the registrant should consider in determining the most meaningful presentation is majority ownership.Generally, registrants shall consolidate entities that are majority owned and shall not consolidate entities that are not majority owned. The determination of
majority ownershipmajority ownership
requires a careful analysis of the facts and circumstances of a particular relationship among entities. In rare situations, consolidation of a majority owned subsidiary may not result in a fair presentation, because the registrant, in substance, does not have a controlling financial interest (for example, when the subsidiary is in legal reorganization or in bankruptcy). In other situations, consolidation of an entity, notwithstanding the lack of technical majority ownership, is necessary to present fairly the financial position and results of operations of the registrant, because of the existence of a parent-subsidiary relationship by means other than record ownership of voting stock.
(b)
[Reserved]Different fiscal periods: Generally, registrants shall not consolidate any entity whose financial statements are as of a date or for periods substantially different from those of the registrant. Rather, the earnings or losses of such entities should be reflected in the registrant’s financial statements on the equity method of accounting. However:
(1) A difference in fiscal periods does not of itself justify the exclusion of an entity from consolidation. It ordinarily is feasible for such entity to prepare, for consolidation purposes, statements for a period which corresponds with or closely approaches the fiscal year of the registrant. Where the difference is not more than 93 days, it is usually acceptable to use, for consolidation purposes, such entity’s statements for its fiscal period.
Such difference, when it exists, should be disclosed as follows: the closing date of the entity should be expressly indicated, and the necessity for the use of different closing dates should be briefly explained. Furthermore, recognition should be given by disclosure or otherwise to the effect of intervening events which materially affect the financial position or results of operations.
(2)
Notwithstanding the 93-day provision specified in paragraph (b)(1) of this section, in connection with the retroactive combination of financial statements of entities following a combination between entities under common control, the financial statements of the constituents may be combined even if their respective fiscal periods do not end within 93 days, except that the financial statements for the latest fiscal year shall be recast to dates which do not differ by more than 93 days, if practicable. Disclosure shall be made of the periods combined and of the sales or revenues, net income before extraordinary items and net income of any interim periods excluded from or included more than once in results of operations as a result of such recasting.
(c)
Bank Holding Company Act: Registrants shall not consolidate any subsidiary or group of subsidiaries of a registrant subject to the Bank Holding Company Act of 1956 as amended as to which (1) a decision requiring divestiture has been made, or (2) there is substantial likelihood that divestiture will be necessary in order to comply with provisions of the Bank Holding Company Act.
(d)
Foreign subsidiaries: Due consideration shall be given to the propriety of consolidating with domestic corporations foreign subsidiaries which are operated under political, economic or currency restrictions. If consolidated, disclosure should be made as to the effect, insofar as this can reasonably be determined, of foreign exchange restrictions upon the consolidated financial position and operating results of the registrant and its subsidiaries.
[51 FR 17330, May 12, 1986
83 FR 50200, Oct. 4, 2018]>>> Regulation S-X Rule 3A-03, Statement as to Principles of Consolidation or Combination Followed
810-10-S99-3 The following is the text of Regulation S-X Rule 3A-03,
StatementStatements
as to Principles of Consolidation or Combination Followed
(17 CFR 210.3A-03).
(a)
[Reserved]A brief description of the principles followed in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of (1) subsidiaries in consolidated or combined financial statements and (2) companies in consolidated or combined financial statements, shall be stated in the notes to the respective financial statements.
(b) As to each consolidated financial statement and as to each combined financial statement, if there has been a change in the persons included or excluded in the corresponding statement for the preceding fiscal period filed with the Commission
thatwhich
has a material effect on the financial statements, the persons included and the persons excluded shall be disclosed.
If there have been any changes in the respective fiscal periods of the persons included made during the periods of the report which have a material effect on the financial statements, indicate clearly such changes and the manner of treatment.
[37 FR 14597, July 21, 1972. Redesignated at 45 FR 63687, Sept. 25, 1980, and 46 FR 56179, Nov. 16, 1981; 83 FR 50200, Oct. 4, 2018]
>>> Regulation S-X Rule 3A-04
810-10-S99-4 The following is the text of Regulation S-X Rule 3A-04,
Intercompany Items and Transactions
(17 CFR 210.3A-04).
[Reserved]In general, there shall be eliminated intercompany items and transactions between persons included in the (a) consolidated financial statements being filed and, as appropriate, (b) unrealized intercompany profits and losses on transactions between persons for which financial statements are being filed and persons the investment in which is presented in such statements by the equity method.
If such eliminations are not made, a statement of the reasons and the methods of treatment shall be made
[37 FR 14597, July 21, 1972. Redesignated at 46 FR 56179, Nov. 16, 1981]
Amendments to Topic 932
10. Amend paragraph 932-10-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 4-10, Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975
932-10-S99-1 The following is the text of Regulation S-X Rule 4-10, Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975 (17CFR 210.4-10).
This section prescribes financial accounting and reporting standards for registrants with the Commission engaged in oil and gas producing activities in filings under the Federal securities laws and for the preparation of accounts by persons engaged, in whole or in part, in the production of crude oil or natural gas in the United States, pursuant to section 503 of the Energy Policy and Conservation Act of 1975 (42 U.S.C. 6383) (EPCA) and section 11(c) of the Energy Supply and Environmental Coordination Act of 1974 (15 U.S.C. 796) (ESECA), as amended by section 505 of EPCA. The application of this section to those oil and gas producing operations of companies regulated for ratemaking purposes on an individual-company-cost-of-service basis may, however, give appropriate recognition to differences arising because of the effect of the ratemaking process.
Exemption. Any person exempted by the Department of Energy from any record-keeping or reporting requirements pursuant to section 11(c) of ESECA, as amended, is similarly exempted from the related provisions of this section in the preparation of accounts pursuant to EPCA. This exemption does not affect the applicability of this section to filings pursuant to the Federal securities laws.
DEFINITIONS
(a) Definitions. The following definitions apply to the terms listed below as they are used in this section:
(1) Acquisition of properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers’ fees, recording fees, legal costs, and other costs incurred in acquiring properties.
(2) Analogous reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:
(i) Same geological formation (but not necessarily in pressure communication with the reservoir of interest);
(ii) Same environment of deposition;
(iii) Similar geological structure; and
(iv) Same drive mechanism.
Instruction to paragraph (a)(2): Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.
(3) Bitumen. Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.
(4) Condensate. Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
(5) Deterministic estimate. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.
(6) Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
(7) Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:
(i)
For each cost center for each year that a statement of comprehensive income is required, disclose the total amount of amortization expense (per equivalent physical unit of production if amortization is computed on the basis of physical units or per dollar of gross revenue from production if amortization is computed on the basis of gross revenue).Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.
(ii) Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.
(iii) Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.
(iv) Provide improved recovery systems.
(8) Development project. A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.
(9) Development well. A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
(10) Economically producible. The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.
(11) Estimated ultimate recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.
(12) Exploration costs. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:
(i) Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or G&G costs.
(ii) Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.
(iii) Dry hole contributions and bottom hole contributions.
(iv) Costs of drilling and equipping exploratory wells.
(v) Costs of drilling exploratory-type stratigraphic test wells.
(13) Exploratory well. An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.
(14) Extension well. An extension well is a well drilled to extend the limits of a known reservoir.
(15) Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious, strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms structural feature and stratigraphic condition are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.
(16) Oil and gas producing activities.
(i) Oil and gas producing activities include:
(A) The search for crude oil, including condensate and natural gas liquids, or natural gas (“oil and gas”) in their natural states and original locations;
(B) The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;
(C) The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:
(1) Lifting the oil and gas to the surface; and
(2) Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and
(D) Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.
Instruction 1 to paragraph (a)(16)(i): The oil and gas production function shall be regarded as ending at a “terminal point”, which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:
a. The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and
b. In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.
Instruction 2 to paragraph (a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.
(ii) Oil and gas producing activities do not include:
(A) Transporting, refining, or marketing oil and gas;
(B) Processing of produced oil, gas or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;
(C) Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or
(D) Production of geothermal steam.
(17) Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.
(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.
(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.
(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.
(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.
(vi) Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.
(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.
(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.
(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.
(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.
(19) Probabilistic estimate. The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.
(20) Production costs.
(i) Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:
(A) Costs of labor to operate the wells and related equipment and facilities.
(B) Repairs and maintenance.
(C) Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.
(D) Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.
(E) Severance taxes.
(ii) Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.
(21) Proved area. The part of a property to which proved reserves have been specifically attributed.
(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and
(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and
(B) The project has been approved for development by all necessary parties and entities, including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
(23) Proved properties. Properties with proved reserves.
(24) Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.
(25) Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.
Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
(27) Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.
(28) Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.
(29) Service well. A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.
(30) Stratigraphic test well. A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.
(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.
(32) Unproved properties. Properties with no proved reserves.
SUCCESSFUL EFFORTS METHOD
(b) A reporting entity that follows the successful efforts method shall comply with the accounting and financial reporting disclosure requirements of FASB ASC Topic 932, Extractive Activities—Oil and Gas.
FULL COST METHOD
(c) Application of the full cost method of accounting. A reporting entity that follows the full cost method shall apply that method to all of its operations and to the operations of its subsidiaries, as follows:
(1) Determination of cost centers. Cost centers shall be established on a country-by-country basis.
(2) Costs to be capitalized. All costs associated with property acquisition, exploration, and development activities (as defined in paragraph (a) of this section) shall be capitalized within the appropriate cost center. Any internal costs that are capitalized shall be limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken by the reporting entity for its own account, and shall not include any costs related to production, general corporate overhead, or similar activities.
(3) Amortization of capitalized costs. Capitalized costs within a cost center shall be amortized on the unit-of-production basis using proved oil and gas reserves, as follows:
(i) Costs to be amortized shall include
(A) all capitalized costs, less accumulated amortization, other than the cost of properties described in paragraph (ii) below;
(B) the estimated future expenditures (based on current costs) to be incurred in developing proved reserves; and
(C) estimated dismantlement and abandonment costs, net of estimated salvage values.
(ii) The cost of investments in unproved properties and major development projects may be excluded from capitalized costs to be amortized, subject to the following:
(A) All costs directly associated with the acquisition and evaluation of unproved properties may be excluded from the amortization computation until it is determined whether or not proved reserves can be assigned to the properties, subject to the following conditions:
(1)(1)
Until such a determination is made, the properties shall be assessed at least annually to ascertain whether impairment has occurred. Unevaluated properties whose costs are individually significant shall be assessed individually. Where it is not practicable to individually assess the amount of impairment of properties for which costs are not individually significant, such properties may be grouped for purposes of assessing impairment. Impairment may be estimated by applying factors based on historical experience and other data such as primary lease terms of the properties, average holding periods of unproved properties, and geographic and geologic data to groupings of individually insignificant properties and projects. The amount of impairment assessed under either of these methods shall be added to the costs to be amortized.
(2)(2)
The costs of drilling exploratory dry holes shall be included in the amortization base immediately upon determination that the well is dry.
(3)(3)
If geological and geophysical costs cannot be directly associated with specific unevaluated properties, they shall be included in the amortization base as incurred. Upon complete evaluation of a property, the total remaining excluded cost (net of any impairment) shall be included in the full cost amortization base.
(B) Certain costs may be excluded from amortization when incurred in connection with major development projects expected to entail significant costs to ascertain the quantities of proved reserves attributable to the properties under development (e. g., the installation of an offshore drilling platform from which development wells are to be drilled, the installation of improved recovery programs, and similar major projects undertaken in the expectation of significant additions to proved reserves). The amounts which may be excluded are applicable portions of
(1)(1)
the costs that relate to the major development project and have not previously been included in the amortization base,
and (2) theand(2)the
estimated future expenditures associated with the development project. The excluded portion of any common costs associated with the development project should be based, as is most appropriate in the circumstances, on a comparison of either
(i)(i)
existing proved reserves to total proved reserves expected to be established upon completion of the project, or
(ii)(ii)
the number of wells to which proved reserves have been assigned and total number of wells expected to be drilled. Such costs may be excluded from costs to be amortized until the earlier determination of whether additional reserves are proved or impairment occurs.
(C) Excluded costs and the proved reserves related to such costs shall be transferred into the amortization base on an ongoing (well-by-well or property-by-property) basis as the project is evaluated and proved reserves established or impairment determined. Once proved reserves are established, there is no further justification for continued exclusion from the full cost amortization base even if other factors prevent immediate production or marketing.
(iii) Amortization shall be computed on the basis of physical units, with oil and gas converted to a common unit of measure on the basis of their approximate relative energy content, unless economic circumstances (related to the effects of regulated prices) indicate that use of units of revenue is a more appropriate basis of computing amortization. In the latter case, amortization shall be computed on the basis of current gross revenues (excluding royalty payments and net profits disbursements) from production in relation to future gross revenues, based on current prices (including consideration of changes in existing prices provided only by contractual arrangements), from estimated production of proved oil and gas reserves. The effect of a significant price increase during the year on estimated future gross revenues shall be reflected in the amortization provision only for the period after the price increase occurs.
(iv) In some cases it may be more appropriate to depreciate natural gas cycling and processing plants by a method other than the unit-of-production method.
(v) Amortization computations shall be made on a consolidated basis, including investees accounted for on a proportionate consolidation basis. Investees accounted for on the equity method shall be treated separately.
(4) Limitation on capitalized costs.
(i) For each cost center, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the cost center ceiling) equal to the sum of:
(A) The present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions;
plusplus
.
(B) the cost of properties not being amortized pursuant to paragraph (i)(3)(ii) of this section;
plusplus.
(C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized;
lessless.
(D) income tax effects related to differences between the book and tax basis of the properties referred to in paragraphs (i)(4)(i) (B) and (C) of this section.
(ii) If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.
(5) Production costs. All costs relating to production activities, including workover costs incurred solely to maintain or increase levels of production from an existing completion interval, shall be charged to expense as incurred.
(6) Other transactions. The provisions of paragraph (h) of this section, “Mineral property conveyances and related transactions if the successful efforts method of accounting is followed,” shall apply also to those reporting entities following the full cost method except as follows:
(i) Sales and abandonments of oil and gas properties. Sales of oil and gas properties, whether or not being amortized currently, shall be accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. For instance, a significant alteration would not ordinarily be expected to occur for sales involving less than 25 percent of the reserve quantities of a given cost center. If gain or loss is recognized on such a sale, total capitalization costs within the cost center shall be allocated between the reserves sold and reserves retained on the same basis used to compute amortization, unless there are substantial economic differences between the properties sold and those retained, in which case capitalized costs shall be allocated on the basis of the relative fair values of the properties. Abandonments of oil and gas properties shall be accounted for as adjustments of capitalized costs; that is, the cost of abandoned properties shall be charged to the full cost center and amortized (subject to the limitation on capitalized costs in paragraph (b) of this section).
(ii) Purchases of reserves. Purchases of oil and gas reserves in place ordinarily shall be accounted for as additional capitalized costs within the applicable cost center; however, significant purchases of production payments or properties with lives substantially shorter than the composite productive life of the cost center shall be accounted for separately.
(iii) Partnerships, joint ventures and drilling arrangements.
(A) Except as provided in paragraph (i)(6)(i) of this section, all consideration received from sales or transfers of properties in connection with partnerships, joint venture operations, or various other forms of drilling arrangements involving oil and gas exploration and development activities (e.g., carried interest, turnkey wells, management fees, etc.) shall be credited to the full cost account, except to the extent of amounts that represent reimbursement of organization, offering, general and administrative expenses, etc., that are identifiable with the transaction, if such amounts are currently incurred and charged to expense.
(B) Where a registrant organizes and manages a limited partnership involved only in the purchase of proved developed properties and subsequent distribution of income from such properties, management fee income may be recognized provided the properties involved do not require aggregate development expenditures in connection with production of existing proved reserves in excess of 10% of the partnership’s recorded cost of such properties. Any income not recognized as a result of this limitation would be credited to the full cost account and recognized through a lower amortization provision as reserves are produced.
(iv) Other services. No income shall be recognized in connection with contractual services performed (e. g. drilling, well service, or equipment supply services, etc.) in connection with properties in which the registrant or an affiliate (as defined in § 210.1–02(b)) holds an ownership or other economic interest, except as follows:
(A) Where the registrant acquires an interest in the properties in connection with the service contract, income may be recognized to the extent the cash consideration received exceeds the related contract costs plus the registrant’s share of costs incurred and estimated to be incurred in connection with the properties. Ownership interests acquired within one year of the date of such a contract are considered to be acquired in connection with the service for purposes of applying this rule. The amount of any guarantees or similar arrangements undertaken as part of this contract should be considered as part of the costs related to the properties for purposes of applying this rule.
(B) Where the registrant acquired an interest in the properties at least one year before the date of the service contract through transactions unrelated to the service contract, and that interest is unaffected by the service contract, income from such contract may be recognized subject to the general provisions for elimination of intercompany profit under generally accepted accounting principles.
(C) Notwithstanding the provisions of paragraphs (i)(6)(iv) (A) and (B) of this section, no income may be recognized for contractual services performed on behalf of investors in oil and gas producing activities managed by the registrant or an affiliate. Furthermore, no income may be recognized for contractual services to the extent that the consideration received for such services represents an interest in the underlying property.
(D) Any income not recognized as a result of these rules would be credited to the full cost account and recognized through a lower amortization provision as reserves are produced.
(7) Disclosures. Reporting entities that follow the full cost method of accounting shall disclose all of the information required by paragraph (k) of this section, with each cost center considered as a separate geographic area, except that reasonable groupings may be made of cost centers that are not significant in the aggregate. In addition:
(i) For each cost center for each year that
aan income
statement
of comprehensive income is required, disclose the total amount of amortization expense (per equivalent physical unit of production if amortization is computed on the basis of physical units or per dollar of gross revenue from production if amortization is computed on the basis of gross revenue).
(ii) State separately on the face of the balance sheet the aggregate of the capitalized costs of unproved properties and major development projects that are excluded, in accordance with paragraph (i)(3) of this section, from the capitalized costs being amortized. Provide a description in the notes to the financial statements of the current status of the significant properties or projects involved, including the anticipated timing of the inclusion of the costs in the amortization computation. Present a table that shows, by category of cost,
(A) the total costs excluded as of the most recent fiscal year; and
(B) the amounts of such excluded costs, incurred
(1)(1)
in each of the three most recent fiscal years and
(2)(2)
in the aggregate for any earlier fiscal years in which the costs were incurred. Categories of cost to be disclosed include acquisition costs, exploration costs, development costs in the case of significant development projects and capitalized interest.
(8) For purposes of this paragraph (c), the term “current price” shall mean the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
INCOME TAXES
(d) Income taxes. Comprehensive interperiod income tax allocation by a method which complies with generally accepted accounting principles shall be followed for intangible drilling and development costs and other costs incurred that enter into the determination of taxable income and pretax accounting income in different periods.
[43 FR 60405, Dec. 27, 1978, as amended at 43 FR 60417, Dec. 27, 1978; 44 FR 57036, 57038, Oct. 9, 1979; 45 FR 27749, Apr. 24, 1980. Redesignated and amended at 45 FR 63669, Sept. 25, 1980; 47 FR 57913, Dec. 29, 1982; 48 FR 44200, Sept. 28, 1983; 49 FR 18473, May 1, 1984; 57 FR 45293, Oct. 1, 1992; 61 FR 30401, June 14, 1996; 74 FR 2190, Jan. 14, 2009, 76 FR 50119, Aug. 12, 2011; 83 FR 50200, Oct. 4, 2018]
Amendments to Topic 942
11. Amend paragraphs 942-10-S99-1 through S99-2 and the related heading, 942-210-S99-1, 942-220-S99-1 and its related heading, and 942-235-S99-1 through S99-2 and their related headings, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 9-01, Application of Rules 9-01 toTo
9-07
942-10-S99-1 The following is the text of Regulation S-X Rule 9-01, Application of Rules 9-01 to
9.06
9-07 (17 CFR 210.9-01)
SOURCE: Sections 210.9–01 through 210.9–07 appear at 48 FR 11107, Mar. 16, 1983, unless otherwise noted.
This article is applicable to consolidated financial statements filed for bank holding companies and to any financial statements of banks that are included in filings with the Commission.
>>> Regulation S-X Rule 9-02, General Requirement
942-10-S99-2 The following is the text of Regulation S-X Rule 9-02, General Requirement (17 CFR 210.9-02).
The requirements of the general rules in §§ 210.1 to 210.4 (Articles 1, 2, 3, 3A and 4) should be complied with where applicable.
>>> Regulation S-X Rule 9-03, Balance Sheets
942-210-S99-1 The following is the text of Regulation S-X Rule 9-03, Balance Sheets (17 CFR 210.9-03)
The purpose of this rule is to indicate the various items which, if applicable, should appear on the face of the balance sheets or in the notes thereto.
ASSETS
1. Cash and due from banks. The amounts in this caption should include all noninterest bearing deposits with other banks.
(a) Any withdrawal and usage restrictions (including requirements of the Federal Reserve to maintain certain average reserve balances) or compensating balance requirements should be disclosed (see § 210.5–02–1).
2. Interest-bearing deposits in other banks.
3. Federal funds sold and securities purchased under resale agreements
orof
similar arrangements.
These amounts should be presented gross and not netted against Federal funds purchased and securities sold under agreement to repurchase as reported in Caption 13.
4. Trading account assets. Include securities or any other investments held for trading purposes only.
5. Other short-term investments.
6. Investment
securities.securities
Include securities held for investment only. Disclose the aggregate book value of investment securities; show on the balance sheet the aggregate market value at the balance sheet date. The aggregate amounts should include securities pledged, loaned or sold under repurchase agreements and similar arrangements; borrowed securities and securities purchased under resale agreements or similar arrangements should be excluded.
(a) Disclose in a note the carrying value and market value of securities of
(1) the U.S. Treasury and other U.S. Government agencies and corporations;
(2) states of the U.S. and political subdivisions; and (3) other securities.
7. Loans. Disclose separately (1) total loans, (2) the related allowance for losses and (3) unearned income.
(a) Disclose on the balance sheet or in a note the amount of total loans in each of the following categories:
(1) Commercial, financial and
agriculturalagricultural.
(2) Real estate—
constructionconstruction.
(3) Real estate—
mortgagemortgage.
(4) Installment loans to
individualsindividuals.
(5) Lease
financingfinancing.
(7) Other (State separately any other loan category regardless of relative size if necessary to reflect any unusual risk concentration).
(b) A series of categories other than those specified in (a) above may be used to present details of loans if considered a more appropriate presentation.
(c) The amount of foreign loans must be presented if the disclosures provided by § 210.9–05 are required.
(d)
[Reserved]For each period for which an income statement is required, furnish in a note a statement of changes in the allowance for loan losses showing the balances at beginning and end of the period provision charged to income, recoveries of amounts charged off and losses charged to the allowance.
(e)(1)(i) As of each balance sheet date, disclose in a note the aggregate dollar amount of loans (exclusive of loans to any such persons which in the aggregate do not exceed $60,000 during the latest year) made by the registrant or any of its subsidiaries to directors, executive officers, or principal holders of equity securities (§ 210.1–02) of the registrant or any of its significant subsidiaries (§ 210.1–02), or to any associate of such persons. For the latest fiscal year, an analysis of activity with respect to such aggregate loans to related parties should be provided. The analysis should include the aggregate amount at the beginning of the period, new loans, repayments, and other changes. (Other changes, if significant, should be explained.)
(ii) This disclosure need not be furnished when the aggregate amount of such loans at the balance sheet date (or with respect to the latest fiscal year, the maximum amount outstanding during the period) does not exceed 5 percent of stockholders equity at the balance sheet date.
(2) If a significant portion of the aggregate amount of loans outstanding at the end of the fiscal year disclosed pursuant to (e)(1)(i) above relates to loans which are disclosed as nonaccrual, past due, restructured or potential problems (see Item III.C. 1. or 2. of Industry Guide 3, Statistical Disclosure by Bank Holding Companies), so state and disclose the aggregate amounts of such loans along with such other information necessary to an understanding of the effects of the transactions on the financial statements.
(3) Notwithstanding the aggregate disclosure called for by
paragraph(e)(1)
of this sectionabove,
if any loans were not made in the
ordinary course of business during any period for which
aan income
statement
of comprehensive income is required to be filed, provide an appropriate description of each such loan
(see § 210.4–08(L)(3))
.
(4) Definition of terms. For purposes of this rule, the following definitions shall apply:
Associate means (i) a corporation, venture or organization of which such person is a general partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; (ii) any trust or other estate in which such person has a substantial beneficial interest or for which such person serves as trustee or in a similar capacity and (iii) any member of the immediate family of any of the foregoing persons.
Executive officers means the president, any vice president in charge of a principal business unit, division or function (such as loans, investments, operations, administration or finance), and any other officer or person who performs similar policymaking functions.
Immediate Family means such person’s spouse; parents; children; siblings; mothers and fathers-in-law; sons and daughters-
inlaw
in-law; and brothers and sisters-in-law.
Ordinary course of business means those loans which were made on substantially the same terms, including interest rate and collateral, as those prevailing at the same time for comparable transactions with unrelated persons and did not involve more than the normal risk of collectibility or present other unfavorable features.
8. Premises and equipment.
9. Due from customers on acceptances. Include amounts receivable from customers on unmatured drafts and bills of exchange that have been accepted by a bank subsidiary or by other banks for the account of a subsidiary and that are outstanding—that is, not held by a subsidiary bank, on the reporting date. (If held by a bank subsidiary, they should be reported as “loans” under § 210.9–03.7.)
10. Other assets. Disclose separately on the balance sheet or in a note thereto any of the following assets or any other asset the amount of which exceeds thirty percent of
stockholders’stockholders
equity. The remaining assets may be shown as one amount.
(1)
GoodwillExcess of cost over tangible and identifiable intangible assets acquired (net of amortization).
(2) Other intangible assets (net of amortization).
(3) Investments in and indebtedness of affiliates and other persons.
(4) Other real
estateestates.
(a) Disclose in a note the basis at which other real estate is carried.
AAn
reduction to fair market value from the carrying value of the related loan at the time of acquisition shall be accounted for as a loan loss. Any allowance for losses on other real estate which has been established subsequent to acquisition should be deducted from other real estate. For each period for which
aan income
statement
of comprehensive income is required, disclosures should be made in a note as to the changes in the allowances, including balance at beginning and end of period, provision charged to income, and losses charged to the allowance.
11. Total assets.
LIABILITIES AND STOCKHOLDERS’ EQUITY
12. Deposits. Disclose separately the amounts of noninterest bearing deposits and interest bearing deposits.
(a) The amount of noninterest bearing deposits and interest bearing deposits in foreign banking offices must be presented if the disclosure provided by
§210.9-05 is paragraph 942-235-S99-1 are
required.
13. Short-term borrowing. Disclosure separately on the balance sheet or in a note, amounts payable for
(1) Federal funds purchased and securities sold under agreements to repurchase;
(2) commercial paper, and
(3) other short-term borrowings.
(a) Disclose any unused lines of credit for short-term financing: (§ 210.5–02.19(b)).
14. Bank acceptances outstanding. Disclose the aggregate of unmatured drafts and bills of exchange accepted by a bank subsidiary, or by some other bank as its agent, less the amount of such acceptances acquired by the bank subsidiary through discount or purchase.
15. Other liabilities. Disclose separately on the balance sheet or in a note any of the following liabilities or any other items which are individually in excess of thirty percent of stockholders’ equity (except that amounts in excess of 5 percent of stockholders’ equity should be disclosed with respect to item (4)). The remaining items may be shown as one amount.
(1) Income taxes payable.
(2) Deferred income taxes.
(3) Indebtedness to affiliates and other persons the investments in which are accounted for by the equity method.
(4) Indebtedness to directors, executive officers, and principal holders of equity securities of the registrant or any of its significant subsidiaries (the guidance in § 210.9–03.7(e) shall be used to identify related parties for purposes of this disclosure).
(5) Accounts payable and accrued expenses.
16. Long-term debt. Disclose in a note the information required by § 210.5– 02.22.
17. Commitments and contingent liabilities.
Redeemable Preferred Stocks.
18. Preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. See § 210.5–02.27.
Non-redeemable Preferred Stocks.
19. Preferred stocks which are not redeemable or are redeemable solely at the option of the issuer. See § 210.5–02.28.
Common Stocks.
20. Common stocks. See § 210.5–02.29.
Other Stockholders’ Equity.
21. Other stockholders’ equity. See § 210.5–02.30.
Noncontrolling Interests
22. Noncontrolling interests in consolidated subsidiaries. The disclosure requirements of §210.5-02.31 shall be followed.
23. Total liabilities and equity.
(Secs. 7, 19a, and Schedule A (25) and (26) of the Securities Act of 1933, 15 U.S.C. 77g, 77s(a), 77nn (25) and (26); and secs. 12, 13, 14, 15(d), and 23(n) of the Securities Exchange Act of 1934, 15 U.S.C. 78l, 78m, 78n, 78o(d), 78w(a).
[48 FR 11107, Mar. 16, 1983, as amended at 48 FR 37612, Aug. 19, 1983; 50 FR 25215, June 18, 1985; 74 FR 18616, Apr. 23, 2009; 83 FR 50205 Oct. 4, 2018]
>>> Regulation S-X Rule 9-04, Income
Statements of Comprehensive Income
942-220-S99-1 The following is the text of Regulation S-X Rule 9-04,
Income
Statements
of Comprehensive Income (17 CFR 210.9-04).
The purpose of this
sectionrule
is to indicate the various items which, if applicable, should appear on the face of the
income
statement
of comprehensive income or in the notes thereto.
1. Interest and fees on loans. Include commitment and origination fees, late charges and current amortization of premium and accretion of discount on loans which are related to or are an adjustment of the loan interest rate.
2. Interest and dividends on investment securities. Disclosure separately
(1) taxable interest income,
(2) nontaxable interest income, and
(3) dividends.
3. Trading account interest.
4. Other interest income.
5. Total interest income (total of lines 1 through 4).
6. Interest on deposits.
7. Interest on short-term borrowings.
8. Interest on long-term debt.
9. Total interest expense (total of lines 6 through 8).
10. Net interest income (line 5 minus line 9).
11. Provision for loan losses.
12. Net interest income after provision for loan losses.
13. Other income. Disclose separately any of the following amounts, or any other item of other income, which exceed one percent of the aggregate of total interest income and other income. The remaining amounts may be shown as one amount, except for investment securities gains or losses which shall be shown separately regardless of size.
(a) Commissions and fees and fiduciary activities.
(b) Commissions, broker’s fees and markups on securities underwriting and other securities activities.
(c) Insurance commissions, fees and premiums.
(d) Fees for other customer services.
(e) Profit or loss on transactions in securities in dealer trading account.
(f) Equity in earnings of unconsolidated subsidiaries and 50 percent or less owned persons.
(g) Gains or losses on disposition of equity in securities of subsidiaries or 50 percent or less owned persons.
(h) Investment securities gains or losses.
The method followed in determining the cost of investments sold (e. g., “average cost,” “first- in, first-out,” or “identified certificate) and related
Related income taxes shall be disclosed.
14. Other expenses. Disclose separately any of the following amounts, or any other item of other expense, which exceed one percent of the aggregate of total interest income and other income. The remaining amounts may be shown as one amount.
(a) Salaries and employee benefits.
(b) Net occupancy expense of premises.
(c)
[Reserved]Goodwill amortization.
(d) Net cost of operation of other real estate (including provisions for real estate losses, rental income and gains and losses on sales of real estate).
15. Income or loss before income tax expense.
16. Income tax expense. The information required by § 210.4–08(h) should be disclosed.
17
-19.
[Reserved]Income or loss before extraordinary items and cumulative effects of changes in accounting principles.
18. Extraordinary items, less applicable tax.
19. Cumulative effects of changes in accounting principles.
20. Net income or loss.
21. Net income attributable to the noncontrolling interest.
22. Net income attributable to the controlling interest.
23. Other comprehensive income. State separately the components of and the total for other comprehensive income. Present the components either net of related tax effects or before related tax effects with one amount shown for the aggregate income tax expense or benefit. State the amount of income tax expense or benefit allocated to each component, including reclassification adjustments, in the statement of comprehensive income or in a note.
24. Comprehensive income.
25. Comprehensive income attributable to the noncontrolling interest.
26. Comprehensive income attributable to the controlling interest.
27.Earnings per share data.
[48 FR 11107, Mar. 16, 1983, as amended at 50 FR 25215, June 18, 1985; 74 FR 18616, Apr. 23, 2009; 83 FR 50205, Oct. 4, 2018]
>>> Regulation S-X Rule 9-05, Foreign Activities
942-235-S99-1 The following is the text of Regulation S-X Rule 9-05, Foreign Activities (17 CFR 210.9-05).
(a) General requirement. Separate disclosure concerning foreign activities shall be made for each period in which either
(1) assets, or
(2) revenue, or
(3) income (loss) before income tax expense, or
(4) net income (loss),
each as associated with foreign activities, exceeded ten percent of the corresponding amount in the related financial statements.
(b) Disclosures.
(1) Disclose total identifiable assets (net of valuation allowances) associated with foreign activities.
(2) For each period for which
aan income
statement
of comprehensive income is filed, state the amount of revenue, income (loss) before taxes, and net income (loss) associated with foreign activities. Disclose significant estimates and assumptions (including those related to the cost of capital) used in allocating revenue and expenses to foreign activities; describe the nature and effects of any changes in such estimates and assumptions which have a significant impact on interperiod comparability.
(3) The information in paragraph (b) (1) and (2) of this section shall be presented separately for each significant geographic area and in the aggregate for all other geographic areas not deemed significant.
(c) Definitions.
(1) Foreign activities include loans and other revenues producing assets and transactions in which the debtor or customer, whether an affiliated or unaffiliated person, is domiciled outside the United States.
(2) The term revenue includes the total of the amount reported at §§ 210.9–04.5 and 210.9–04.13.
(3) A significant geographic area is one in which assets or revenue or income before income tax or net income exceed 10 percent of the comparable amount as reported in the financial statements.
[48 FR 11107, Mar. 16, 1983, as amended at 83 FR 50205, Oct. 4, 2018]
>>> Regulation S-X Rule 9-06, Condensed Financial Information of Registrant
942-235-S99-2 The following is the text of Regulation S-X Rule 9-06, Condensed Financial Information of Registrant (17 CFR 210.9-06).
The information prescribed by § 210.12–04 shall be presented in a note to the financial statements when the restricted net assets (§
210.1-02(dd))210.4– 08(e)(3))
of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. The investment in and indebtedness of and to bank subsidiaries shall be stated separately in the condensed balance sheet from amounts for other subsidiaries; the amount of cash dividends paid to the registrant for each of the last three years by bank subsidiaries shall be stated separately in the condensed
income
statement
of comprehensive income from amounts for other subsidiaries.
For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i. e., lender, regulatory agency, foreign government, etc.).
Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used. Redeemable preferred stocks (§ 210.5–02.27) and noncontrolling interests shall be deducted in computing net assets for purposes of this test.
[83 FR 50205, Oct. 4, 2018]
Amendments to Topic 944
12. Amend paragraphs 944-10-S99-1 through S99-3 and the related heading, 944-210-S99-1, 944-220-S99-1 and its related heading, and 944-235-S99-1 through S99-3 and the related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
> > > Regulation S-X Rule 7-01, Application of §§210.7-01 to 210.7-05Rules 7-01 to 7-05
944-10-S99-1 The following is the text of Regulation S-X Rule 7-01, Application of
§§210.7-01 to 210.7-05Rules 7-01 to 7-05
(17 CFR 210.7-01).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 7-02, General Requirement
944-10-S99-2 The following is the text of Regulation S-X Rule 7-02, General Requirement (17 CFR 210.7-02).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 7-05, What Schedules Are to Be Filed
944-10-S99-3 The following is the text of Regulation S-X Rule 7-05, What Schedules Are to Be Filed (17 CFR 210.7-05).
(a) Except as expressly provided otherwise in the applicable form:
(1) The schedule specified below in this section as Schedules I shall be as of the date of the most recent audited balance sheet for each person or group.
(2) The schedules specified
below
in this section as Schedule IV and V shall be filed for each period for which an audited
income
statement
of comprehensive income is required to be filed for each person or group.
(3) Schedules II, III and V shall be filed as of the date and for periods specified in the schedule.
(b) When information is required in schedules for both the registrant and the registrant and its subsidiaries consolidated it may be presented in the form of a single schedule:
ProvidedProvided
, That items pertaining to the registrant are shown separately and that such single schedule affords a properly summarized presentation of the facts. If the information required by any schedule (including the notes thereto) may be shown in the related financial statement or in a note thereto without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.
(c) The schedules shall be examined by the independent accountant.
Schedule I—Summary of investments—other than investments in related parties. The schedule prescribed by § 210.12–15 shall be filed in support of caption 1 of the most recent audited balance sheet.
Schedule II—Condensed financial information of registrant. The schedule prescribed by § 210.12–04 shall be filed when the restricted net assets (§
210.102(dd))210.4.08(e)(3))
of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i. e., lender, regulatory agency, foreign government, etc.). Where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary shall be used. Redeemable preferred stocks (§ 210.7–03.20) and noncontrolling interests shall be deducted in computing net assets for purposes of this test.
Schedule III—Supplementary insurance information. The schedule prescribed by § 210.12–16 shall be filed giving segment detail in support of various balance sheet and
income
statement
of comprehensive income captions. The required balance sheet information shall be presented as of the date of each audited balance sheet filed, and the
income
statement
of comprehensive income information shall be presented for each period for which an audited
income
statement
of comprehensive income is required to be filed, for each person or group.
Schedule IV—Reinsurance. The schedule prescribed by § 210.12–17 shall be filed for reinsurance ceded and assumed.
Schedule V—Valuation and qualifying accounts. The schedule prescribed by § 210.12–09 shall be filed in support of valuation and qualifying accounts included in the balance sheet (see § 210.4–02).
Schedule VI—Supplemental Information Concerning Property-Casualty Insurance Operations. The information required by § 210.12–18 shall be presented as of the same dates and for the same periods for which the information is reflected in the audited consolidated financial statements required by §§ 210.3–01 and 3–02. The schedule may be omitted if reserves for unpaid property-casualty claims and claim adjustment expenses of the registrant and its consolidated subsidiaries, its unconsolidated subsidiaries and its 50%-or-less-owned equity basis investees did not in the aggregate, exceed one-half of common stockholders’ equity of the registrant and its consolidated subsidiaries as of the beginning of the fiscal year. For purposes of this test, only the proportionate share of the registrant and its other subsidiaries in the reserves for unpaid claims and claim adjustment expenses of 50%-or-less-owned equity investees taken in the aggregate after intercompany eliminations shall be taken into account. Article 12—Form and Content of Schedules (17 CFR 210).
[46 FR 54335, Nov. 2, 1981, as amended at 47 FR 29837, July 9, 1982; 49 FR 47598, Dec. 6, 1984; 59 FR 65637, Dec. 20, 1994; 74 FR 18615, Apr. 23, 2009; 83 FR 50203, Oct. 4, 2018]
>>> Regulation S-X Rule 7-03, Balance Sheets
944-210-S99-1 The following is the text of Regulation S-X Rule 7-03, Balance Sheets (17 CFR 210.7-03).
(a) The purpose of this rule is to indicate the various items which, if applicable, and except as otherwise permitted by the Commission, should appear on the face of the balance sheets and in the notes thereto filed for persons to whom this article pertains. (See § 210.4–01(a).)
ASSETS
1. Investments—other than investments in related parties.
(a) Fixed maturities.
(b) Equity securities.
(c) Mortgage loans on real estate.
(d) Investment real estate.
(e) Policy loans.
(f) Other long-term investments.
(g) Short-term investments.
(h) Total investments.
(1) State parenthetically or otherwise in the balance sheet (a) the basis of determining the amounts shown in the balance sheet and (b) as to fixed maturities and equity securities either aggregate cost or aggregate value at the balance sheet date, whichever is the alternate amount of the carrying value in the balance sheet. Consideration shall be given to the discussion of “Valuation of Securities” in § 404.03 of the Codification of Financial Reporting Policies.
(2) Include under fixed maturities: bonds, notes, marketable certificates of deposit with maturities beyond one year, and redeemable preferred stocks. Include under equity securities: common stocks and nonredeemable preferred stocks.
(3) State separately in the balance sheet or in a note thereto the amount of accumulated depreciation and amortization deducted from investment real estate. Subcaption (d) shall not include real estate acquired in settling title claims, mortgage guaranty claims, and similar insurance claims. Real estate acquired in settling claims shall be included in caption 10, “Other Assets,” or shown separately, if material.
(4) Include under subcaption (g) investments maturing within one year, such as commercial paper maturing within one year, marketable certificates of deposit maturing within one year, savings accounts, time deposits and other cash accounts and cash equivalents earning interest. State in a note any amounts subject to withdrawal or usage restrictions. (See § 210.5–02.1.)
(5) State separately in a note the amount of any class of investments included in subcaption (f) if such amount exceeds ten percent of stockholders’ equity.
(6) State in a note the name of any person in which the total amount invested in the person and its affiliates, included in the above subcaptions, exceeds ten percent of total stockholders’ equity. For this disclosure, include in the amount invested in a person and its affiliates the aggregate of indebtedness and stocks issued by such person and its affiliates that is included in the several subcaptions above, and the amount of any real estate included in subcaption (d) that was purchased or acquired from such person and its affiliates. Indicate the amount included in each subcaption. An investment in bonds and notes of the United States Government or of a United States Government agency or authority which exceeds ten percent of total stockholders’ equity need
not benotbe
reported.
(7) State in a note the amount of investments included under each subcaption (a), (c), (d) and (f) which have been non-income producing for the twelve months preceding the balance sheet date.
2. Cash. Cash on hand or on deposit that is restricted as to withdrawal or usage shall be disclosed separately on the balance sheet.
The provisions of any restrictions shall be described in a note to the financial statements. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits. In cases where compensating balance arrangements exist but are not agreements which legally restrict the use of cash amounts shown on the balance sheet, describe in the notes to the financial statements these arrangements and the amount involved, if determinable, for the most recent audited balance sheet required. Compensating balances that are maintained under an agreement to assure future credit availability shall be disclosed in the notes to the financial statements along with the amount and terms of the agreement.
3. Securities and indebtedness of related parties. State separately (a) investments in related parties and (b) indebtedness from such related parties. (See § 210.4–08(k).)
4. Accrued investment income.
5. Accounts and notes receivable. Include under this caption
(a) amounts receivable from agents and insureds,
(b) uncollected premiums and
(c) other receivables.
State separately in the balance sheet or in a note thereto any category of other receivable which is in excess of five percent of total assets. State separately in the balance sheet or in a note thereto the amount of allowance for doubtful accounts that was deducted.
6. Reinsurance recoverable
on paid losses.
7. Deferred policy acquisition costs.
8. Property and equipment.
(a) State the basis of determining the amounts.
(b) State separately in the balance sheet or in a note thereto the amount of accumulated depreciation and amortization of property and equipment.
9. Title plant.
10. Other assets. State separately in the balance sheet or in a note thereto any other asset the amount of which exceeds five percent of total assets.
11.
Separate account assetsAssets held in separate accounts
. Include under this caption the
portion of separate account aggregate amount of
assets
representing contract holder funds required to be reported in an insurance entity’s financial statements as a summary total. An equivalent summary total for the relatedused to fund liabilities related to variable annuities, pension funds and similar activities. The aggregate
liability shall be included under caption 18.
Describe in a note to the financial statements the general nature of the activities being reported on in the separate accounts.
12. Total assets.
LIABILITIES AND STOCKHOLDERS’ EQUITY
13. Policy liabilities and accruals.
(a) State separately in the balance sheet the amounts of
(1) future policy benefits and losses, claims and loss expenses,
(2) unearned premiums and
(3) other policy claims and benefits payable.
(b)
[Reserved]State in a note to the financial statements the basis of assumptions (interest rates, mortality, withdrawals) for future policy benefits and claims and settlements which are stated at present value.
c) Information shall be given in a note concerning the general nature of reinsurance transactions, including a description of the significant types of reinsurance agreements executed. The information provided shall include (1) the nature of the contingent liability in connection with insurance ceded and (2) the nature and effect of material nonrecurring reinsurance transactions.
14. Other policyholders’ funds.
(a) Include amounts of supplementary contracts without life contingencies, policyholders’ dividend accumulations, undistributed earnings on participating business, dividends to policyholders and retrospective return premiums (not included elsewhere) and any similar items. State separately in the balance sheet or in a note thereto any item the amount of which is in excess of five percent of total liabilities.
(b) State in a note to the financial statements the relative significance of participating insurance expressed as percentages of (1) insurance in force and (2) premium income; and the method by which earnings and dividends allocable to such insurance is determined.
15. Other liabilities.
(a) Include under this caption such items as accrued payrolls, accrued interest and taxes. State separately in the balance sheet or in a note thereto any item included in other liabilities the amount of which exceeds five percent of total liabilities.
(b) State separately in the balance sheet or in a note thereto the amount of (1) income taxes payable and (2) deferred income taxes. Disclose separately the amount of deferred income taxes applicable to unrealized appreciation of equity securities.
16. Notes payable, bonds, mortgages and similar obligations, including capitalized leases.
(a) State separately in the balance sheet the amounts of (1) short-term debt and (2)
long-termlongterm
debt including capitalized leases.
(b) The disclosure required by § 210.5–02.19(b) shall be given if the aggregate of short-term borrowings from banks, factors and other financial institutions and commercial paper issued exceeds five percent of total liabilities.
(c) The disclosure requirements of § 210.5–02.22 shall be followed for long-term debt.
17. Indebtedness to related parties. (See § 210.4–0.8(k).)
18. Liabilities related to separate accounts. [See caption 11.]
19. Commitments and contingent liabilities.
REDEEMABLE PREFERRED STOCKS
20. Preferred stocks subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. The classification and disclosure requirements of § 210.5–02.27 shall be followed.
NONREDEEMABLE PREFERRED STOCKS
21. Preferred stocks which are not redeemable or are redeemable solely at the option of the issuer. The classification and disclosure requirements of § 210.5–02.28 shall be followed.
COMMON STOCKS
22. Common stocks. The classification and disclosure requirements of § 210.5–02.29 shall be followed.
OTHER STOCKHOLDERS’ EQUITY
23. Other stockholders’ equity.
(a) Separate captions shall be shown for
(1) additional paid-in capital,
(2) other additional capital,
(3)
accumulated other comprehensive incomeunrealized appreciation or depreciation of equity securities less applicable deferred income taxes,
(4) retained earnings (i) appropriated and (ii) unappropriated. (See § 210.4–08(e).) Additional paid-in capital and other additional capital may be combined with the stock caption to which they apply, if appropriate.
(b) The classification and disclosure requirements of § 210.5– 02.30(b) shall be followed for
(1)
dating and effect of a quasi- reorganization.
(c) State in a note the following information separately for (1) life insurance legal entities, and (2) property and liability insurance legal entities: the amount of statutory stockholders’ equity as of the date of each balance sheet presented and the amount of statutory net income or loss for each period for which
aan income
statement
of comprehensive income is presented.
NONCONTROLLING INTERESTSNoncontrolling Interests
24. Noncontrolling interests in consolidated subsidiaries. The disclosure requirements of § 210.5–02.31 shall be followed.
25. Total liabilities and equity.
[46 FR 54335, Nov. 2, 1981, as amended at 50 FR 25215, June 18, 1985; 74 FR 18615, Apr. 23, 2009; 83 FR 50203, Oct. 4, 2018]
>>> Regulation S-X Rule 7-04, Income
Statements of Comprehensive Income
944-220-S99-1 The following is the text of Regulation S-X Rule 7-04,
Income
Statements
of Comprehensive Income (17 CFR 210.7-04).
The purpose of this
sectionrule
is to indicate the various items which, if applicable, should appear on the face of the
income
statements
of comprehensive income and in the notes thereto filed for persons to whom this article pertains. (See § 210.4-01(a).)
REVENUES
1. Premiums. Include premiums from reinsurance assumed and deduct premiums on reinsurance ceded. Where applicable, the amounts included in this caption should represent premiums earned.
2. Net investment income. State in a note to the financial statements, in tabular form, the amounts of (a) investment income from each category of investments listed in the subcaptions of §210.7-03.1 that exceeds five percent of total investment income, (b) total investment income, (c) applicable expenses, and (d) net investment income.
3. Realized investment gains and losses. Disclose the following amounts:
(a) Net realized investment gains and losses, which shall be shown separately regardless of size.
(b) Indicate in a footnote the registrant’s policy with respect to whether investment income and realized gains and losses allocable to policyholders and separate accounts are included in the investment income and realized gain and loss amounts reported in the
income
statement
of comprehensive income. If the
income
statement
of comprehensive income includes investment income and realized gains and losses allocable to policyholders and separate accounts, indicate the amounts of such allocable investment income and realized gains and losses and the manner in which the insurance enterprise’s obligation with respect to allocation of such investment income and realized gains and losses is otherwise accounted for in the financial statements.
(c)
[Reserved]The method followed in determining the cost of investments sold (e. g., “average cost,” “first-in, first-out,” or “identified certificate”) shall be disclosed.
(d) For each period for which
aan income
statement
of comprehensive income is filed, include in a note an analysis of realized and unrealized investment gains and losses on fixed maturities and equity securities. For each period, state separately for fixed maturities [see § 210.7-03.1(a)] and for equity securities [see § 210.7-03.1(b)] the following amounts:
(1) Realized investment gains and losses, and
(2) The change during the period in the difference between value and cost.
The change in the difference between value and cost shall be given for both categories of investments even though they may be shown on the related balance sheet on a basis other than value.
4. Other income. Include all revenues not included in captions 1 and 2 above. State separately in the statement any amounts in excess of five percent of total revenue, and disclose the nature of the transactions from which the items arose.
BENEFITS, LOSSES AND EXPENSES
5. Benefits, claims, losses and settlement expenses.
6. Policyholders’ share of earnings on participating policies, dividends and similar items. (See § 210.7-03.14(b).)
7. Underwriting, acquisition and insurance expenses. State separately in the
income
statement
of comprehensive income or in a note thereto (a) the amount included in this caption representing deferred policy acquisition costs amortized to income during the period, and (b) the amount of other operating expenses. State separately in the
income
statement
of comprehensive income any material amount included in all other operating expenses.
8. Income or loss before income tax expense and appropriate items below.
9. Income tax expense. Include under this caption only taxes based on income. (See
§ 210.4-08(h)210.4-08(g).
)
10. Equity in earnings of unconsolidated subsidiaries and 50% or less owned persons. State, parenthetically or in a note, the amount of dividends received from such persons. If justified by the circumstances, this item may be presented in a different position and a different manner. (See § 210.4-01(a).)
11. Income or loss from continuing operations.
12. Discontinued operations.
13-
15.[Reserved]Income or loss before extraordinary items and cumulative effects of changes in accounting principles.
14. Extraordinary items, less applicable tax.
15. Cumulative effects of changes in accounting principles.
16. Net income or loss.
17. Net income attributable to the noncontrolling interest.
18. Net income attributable to the controlling interest.
19.Other comprehensive income. State separately the components of and the total for other comprehensive income. Present the components either net of related tax effects or before related tax effects with one amount shown for the aggregate income tax expense or benefit. State the amount of income tax expense or benefit allocated to each component, including reclassification adjustments, in the statement of comprehensive income or in a note.
20.Comprehensive income.
21. Comprehensive income attributable to the noncontrolling interest.
22. Comprehensive income attributable to the controlling interest.
23. Earnings per share data.
[46 FR 54335, Nov. 2, 1981, as amended at 57 FR 45293, Oct. 1, 1992; 74 FR 18615, Apr. 23, 2009;83 FR 50203, Oct. 4, 2018]
>>> Regulation S-X Rule 12-16, Supplementary Insurance Information
944-235-S99-1 The following is the text of Regulation S-X Rule 12-16, Supplementary Insurance Information (17 CFR 210.12-16).
Reg. § 210.12-16 Supplementary Insurance Information
[For insurance companies]
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Column G |
Column H |
Column I |
Column J |
Column K |
Segment1 |
Deferred policy acquisition cost (caption 7) |
Future policy benefits, losses, claims and loss expenses (caption 13-a-1) |
Unearned premiums (caption 13-a-2) |
Other policy claims and benefits payable (caption 13-a-3) |
Premium revenue (caption 1) |
Net investment income (caption 2)3 |
Benefits claims, losses and settlement expenses (caption 5) |
Am ortiza- tion of deferred policy acquisition cost4 |
Other operating expenses3,4 |
Premiums written2 |
|
1 Segments shown should be the same as those presented in the footnote disclosures called for by generally accepted accounting principles.
2 Does not apply to life insurance or title insurance. This amount should include premiums from reinsurance assumed, and be net of premiums on reinsurance ceded.
3 State the basis for allocation of net investment income and, where applicable, other operating expenses.
4 The total of columns I and J should agree with the amount shown for
income
statement
of comprehensive income caption
76.
5 Totals should agree with the indicated balance sheet and
income
statement
of comprehensive income caption amounts, where a caption number is shown.
[46 FR 54338, Nov. 2, 1981, as amended at 57 FR 45293, Oct. 1, 1992; 64 FR 1734, Jan. 12, 1999; 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-17, Reinsurance
944-235-S99-2 The following is the text of Regulation S-X Rule 12-17, Reinsurance (17 CFR 210.12-17)
Reg. § 210.12-17 Reinsurance.
[For insurance companies]
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
|
Gross amount |
Ceded to other companies1 |
Assumed from other companies |
Net amount2 |
Percentage of amount assumed to net3 |
Life insurance in force Premiums |
----------- |
----------- |
----------- |
----------- |
----------- |
|
Life insurance
Accident and health insurance
Property and liability insurance
Title insurance |
|
|
|
|
|
|
|
-----------
----------- |
-----------
----------- |
-----------
----------- |
-----------
----------- |
-----------
----------- |
|
1 Indicate in a note any amounts of reinsurance or coinsurance income netted against premiums ceded.
2 This Column represents the total of column B less column C plus column D. The total premiums in this column should represent the amount of premium revenue on the
income
statement
of comprehensive income (or statement of net income if comprehensive income is presented in two separate but consecutive financial statements).
3 Calculated as the amount in column D divided by amount in column E.
[46 FR 54338, Nov. 2, 1981, as amended at 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-18, Supplemental Information (for Property- Casualty Insurance Underwriters)
944-235-S99-3 The following is the text of Regulation S-X Rule 12-18, Supplemental Information (for Property-Casualty Insurance Underwriters) (17 CFR 210.12-18).
Reg. § 210.12-18 Supplemental Information (for property-casualty insurance underwriters)
(For Property-Casualty Insurance Underwriters)
|
Affiliation with regis trant |
Deferred policy acquisition costs |
Reserves for unpaid claims and claim adjustment expenses |
DiscountDiscount if any, deducted in columnColumn C 4 |
Unearned premiums |
Earned premiums |
| | | | | | Net investment income |
Claims and claim adjustment expenses incurred related to |
Amortiza- tion of deferred policy ac- quisition costs |
Paid claims and claims adjustment expenses |
Premiums written |
|
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Column G |
Column H |
Column I |
Column J |
Column K |
(a) |
Consolidated property- casualty entities 2 |
|
|
|
|
|
|
| | | | | | | |
|
|
|
(b) |
Unconsolidate d property- casualty subsidiaries 2 3 |
|
|
|
|
|
|
| | | | | | | |
|
|
|
(c) |
Proportionate share of registrant and its subsidiaries’ 50%-or-less- owned property- casualty equity investees 2,3 |
|
|
|
|
|
|
| | | | | | | |
|
|
|
1 Information included in audited financial statements, including other schedules, need not be repeated in this schedule. Columns B, C, D and E are as of the balance sheet dates , columns F, G, H, I, J,J and K are for the same periods for which income statements of comprehensive income are presented in the registrant’s audited consolidated financial statements.
2 Present combined or consolidated amounts, as appropriate for each category, after intercompany eliminations.
3 Information is not required here for 50%-or-less-owned equity investees that file similar information with the Commission as registrants in their own right, if that fact and the name of the affiliated registrant is stated. If ending reserves in any category (a), (b), or (c) above is less than 5% of the total reserves otherwise required to be reported in this schedule, that category may be omitted and that fact so noted. If the amount of the reserves attributable to 50%-or-less-owned equity investors that file this information as registrants in their own right exceeds 95% of the total category (c) reserves, information for the other 50%-or-less-owned equity investees need not be provided.
4 Disclose in a footnote to this schedule the rate, or range of rates estimated if necessary, at which the discount was computed for each category.
[49 FR 47599, Dec. 6, 1984, as amended at 83 FR 50208, Oct. 4, 2018]
Amendments to Topic 946
13. Amend paragraphs 946-10-S99-1 through S99-3 and the related headings, 946-205-S99-1, 946-210-S99-1 through S99-3, 946-220-S99-1 and 946-220-S99-3, 946-235-S99-1 through S99-4, 946-310-S99-1, and 946-320-S99-1 through S99-9 and the related headings and add paragraphs 946-320-S99-5A through S99-5D and their related headings, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 6-01, ApplicationApplications
of Rules 6-01 to 6-10
946-10-S99-1 The following is the text of Regulation S-X Rule 6-01,
ApplicationApplications
of Rules 6-01 to 6-10
(17 CFR 210.6-01).
SOURCE: Sections 210.6–01 through 210.6–10 appear at 47 FR 56838, Dec. 21, 1982, unless otherwise noted.
Sections 210.6–01 to 210.6–10 shall be applicable to financial statements filed for registered investment companies and business development companies.
[81 FR 82010, Nov. 18, 2016]
>>> Regulation S-X Rule 6-02, Definition of Certain Terms
946-10-S99-2 The following is the text of Regulation S-X Rule 6-02, Definition of Certain Terms(17 CFR 210.6-02).
The following terms shall have the meaning indicated in this rule unless the context otherwise requires. (Also see § 210.1–02 of this part.)
(a) Affiliate. The term affiliate means an affiliated person as defined in section 2(a)(3) of the Investment Company Act of 1940 unless otherwise indicated. The term control has the meaning in section 2(a)(9) of that Act.
(b) Value. As used in §§ 210.6–01 to 210.6–10, the term value shall have the meaning given in section 2(a)(41)(B) of the Investment Company Act of 1940.
(c) Balance sheets; statements of net assets. As used in §§ 210.6–01 to 210.6–10, the term balance sheets shall include statements of assets and liabilities as well as statements of net assets unless the context clearly indicates the contrary.
(d) Qualified assets.
(1) For companies issuing face-amount certificates subsequent to December 31, 1940 under the provisions of section 28 of the Investment Company Act of 1940, the term qualified assets means qualified investments as that term is defined in section 28(b) of the Act. A statement to that effect shall be made in the balance sheet.
(2) For other companies, the term qualified assets means cash and investments which such companies do maintain or are required, by applicable governing legal instruments, to maintain in respect of outstanding face-amount certificates.
(3) Loans to certificate holders may be included as qualified assets in an amount not in excess of certificate reserves carried on the books of account in respect of each individual certificate upon which the loans were made.
(e)Swing pricing. The term swing pricing shall have the meaning given in §270.22c-1(a)(3)(v)(C) of this chapter.
[47 FR 56838, Dec. 21, 1982, as amended at 81 FR 82137, Nov. 18, 2016]
>>> Regulation S-X Rule 6-03, Special Rules of General Application to Registered Investment Companies and Business Development Companies
946-10-S99-3 The following is the text of Regulation S-X Rule 6-03, Special Rules of General Application to Registered Investment Companies and Business Development Companies (17 CFR 210.6-03).
The financial statements filed for persons to which §§ 210.6–01 to 210.6–10 are applicable shall be prepared in accordance with the following special rules in addition to the general rules in §§ 210.1–01 to 210.4–10 (Articles 1, 2, 3, and 4). Where the requirements of a special rule differ from those prescribed in a general rule, the requirements of the special rule shall be met.
(a) Content of financial statements. The financial statements shall be prepared in accordance with the requirements of this part (Regulation S-X) notwithstanding any provision of the articles of incorporation, trust indenture or other governing legal instruments specifying certain accounting procedures inconsistent with those required in §§ 210.6–01 to 210.6–10.
(b) Audited financial statements. Where, under Article 3 of this part, financial statements are required to be audited, the independent accountant shall have been selected and ratified in accordance with section 32 of the Investment Company Act of 1940 (15 U.S.C. 80a-31).
(c) Consolidated and combined statements.
(1) Consolidated and combined statements filed for registered investment companies
and business development companies shall be prepared in accordance with
§§ 210.3A-02 and 210.3A- 03210.3A–01 to 210.3A–05
(Article 3A) except
that
that:(i)
[Reserved]statements of the registrant may be consolidated only with the statements of subsidiaries which are investment companies;
(ii)
Aa
consolidated statement of the registrant and any of its investment company subsidiaries shall not be filed unless accompanied by a consolidating statement which sets forth the individual statements of each significant subsidiary included in the consolidated statement:
Provided, however,Provided, however,
That a consolidating statement need not be filed if all included subsidiaries are totally held; and
(iii)
Consolidatedconsolidated
or combined statements filed for subsidiaries not consolidated with the registrant shall not include any investment companies unless accompanied by consolidating or combining statements which set forth the individual statements of each included investment company which is a significant subsidiary.
(2) If consolidating or combining statements are filed, the amounts included under each caption in which financial data pertaining to affiliates is required to be furnished shall be subdivided to show separately the amounts: (i) Eliminated in consolidation; and (ii)
Notnot
eliminated in consolidation.
(d) Valuation of
investmentsassets
. The balance sheets of registered investment companies, other than issuers of face-amount certificates,
and business development companies,shall reflect all investments at value, with the aggregate cost of each category of investment reported under §§ 210.6–04.1, 6–04.2.
and
6–04.3 and
6.04.9 orof
the
aggregate cost of each category of investmenttotal investments
reported under
§ 210.6–04.4 or
§ 210.6–05.1 shown parenthetically.
State in a note the methods used in determining value of investments.
As required by section 28(b) of the Investment Company Act of 1940
(15 U.S.C. 80a-28(b)), qualifiedqualified
assets of face-amount certificate companies shall be valued in accordance with certain provisions of the Code of the District of Columbia. For guidance as to valuation of securities, see §§ 404.03 to 404.05 of the Codification of Financial Reporting Policies.
(e) Qualified assets. State in a note the nature of any investments and other assets maintained or required to be maintained, by applicable legal instruments, in respect of outstanding face-amount certificates. If the nature of the qualifying assets and amount thereof are not subject to the provisions of section 28 of the Investment Company Act of 1940 (15 U.S.C. 80a-28), a statement to that effect shall be made.
(f) Restricted securities. State in a note unless disclosed elsewhere the following information as to investment securities which cannot be offered for public sale without first being registered under the Securities Act of 1933 (15 U.S.C. 77a et seq) (restricted securities):
(1) The policy of the person with regard to acquisition of restricted securities.
(2) The policy of the person with regard to valuation of restricted securities. Specific comments shall be given as to the valuation of an investment in one or more issues of securities of a company or group of affiliated companies if any part of such investment is restricted and the aggregate value of the investment in all issues of such company or affiliated group exceeds five percent of the value of total assets. (As used in this paragraph, the term affiliated shall have the meaning given in § 210.6–02(a)
of this part.
)
(3) A description of the person’s rights with regard to demanding registration of any restricted securities held at the date of the latest balance sheet.
(g) Income recognition. Dividends shall be included in income on the ex- dividend date; interest shall be accrued on a daily basis. Dividends declared on short positions existing on the record date shall be recorded on the ex-dividend date and included as an expense of the period.
(h) Federal income taxes.
(1) The company’s status as a regulated investment company as defined in subtitle A, chapter 1, subchapter M of the Internal Revenue Code, as amended, shall be stated in a note referred to in the appropriate statements. Such note shall also indicate briefly the principal assumptions on which the company relied in making or not making provisions for income taxes. However, a company which retains realized capital gains and designates such gains as a distribution to shareholders in accordance with section 852(b)(3)(D) of the Internal Revenue Code shall, on the last day of its taxable year (and not earlier), make provision for taxes on such undistributed capital gains realized during such year.
(2) State the following amounts based on cost for Federal income tax purposes:
(i) Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost;
(ii)The aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value;
(iii) The net unrealized appreciation or depreciation; and
(iv) The aggregate cost of investments for Federal income tax purposes.
(i) Issuance and repurchase by a registered investment company or business development company of its own securities. Disclose for each class of the company’s securities:
(1) The number of shares, units, or principal amount of bonds sold during the period of report, the amount received therefor, and, in the case of shares sold by closed-end management investment companies, the difference, if any, between the amount received and the net asset value or preference in involuntary liquidation (whichever is appropriate) of securities of the same class prior to such sale; and
(2) The number of shares, units, or principal amount of bonds repurchased during the period of report and the cost thereof. Closed-end management investment companies shall furnish the following additional information as to securities repurchased during the period of report:
(i) As to bonds and preferred shares, the aggregate difference between cost and the face amount or preference in involuntary liquidation and, if applicable net assets taken at value as of the date of repurchase were less than such face amount or preference, the aggregate difference between cost and such net asset value;
(ii) As to common shares, the weighted average discount per share, expressed as a percentage, between cost of repurchase and the net asset value applicable to such shares at the date of repurchases.
Note to paragraphs (h)(2)(i) and (ii): The information required by paragraphs
(h)(2)(i)(h)(i)(2) (i)
and (ii) of this section may be based on reasonable estimates if it is impracticable to determine the exact amounts involved.
(j) Series companies.
(1) The information required by this part shall, in the case of a person which in essence is comprised of more than one separate investment company, be given as if each class or series of such investment company were a separate investment company; this shall not prevent the inclusion, at the option of such person, of information applicable to other classes or series of such person on a comparative basis, except as to footnotes which need not be comparative.
(2) If the particular class or series for which information is provided may be affected by other classes or series of such investment company, such as by the offset of realized gains in one series with realized losses in another, or through contingent liabilities, such situation shall be disclosed.
(k) Certificate reserves.
(1) For companies issuing face-amount certificates subsequent to December 31, 1940 under the provisions of section 28 of the Investment Company Act of 1940 (15 U.S.C. 80a-28), balance sheets shall reflect reserves for outstanding certificates computed in accordance with the provisions of section 28(a) of the Act.
(2) For other companies, balance sheets shall reflect reserves for outstanding certificates determined as follows:
(i) For certificates of the installment type, such amount which, together with the lesser of future payments by certificate holders as and when accumulated at a rate not to exceed
3 1/231/2
per centum per annum (or such other rate as may be appropriate under the circumstances of a particular case) compounded annually, shall provide the minimum maturity or face amount of the certificate when due.
(ii) For certificates of the fully-paid type, such amount which, as and when accumulated at a rate not to exceed
3 1/231/2
per centum per annum (or such other rate as may be appropriate under the circumstances of a particular case) compounded annually, shall provide the amount or amounts payable when due.
(iii) Such amount or accrual therefor, as shall have been credited to the account of any certificate holder in the form of any credit, or any dividend, or any interest in addition to the minimum maturity or face amount specified in the certificate, plus any accumulations on any amount so credited or accrued at rates required under the terms of the certificate.
(iv) An amount equal to all advance payments made by certificate holders, plus any accumulations thereon at rates required under the terms of the certificate.
(v) Amounts for other appropriate contingency reserves, for death and disability benefits or for reinstatement rights on any certificate providing for such benefits or rights.
(l) Inapplicable captions. Attention is directed to the provisions of §§ 210.4–02 and 210.4–03 which permit the omission of separate captions in financial statements as to which the items and conditions are not present, or the amounts involved not significant. However, amounts involving directors, officers, and affiliates shall nevertheless be separately set forth except as otherwise specifically permitted under a particular caption.
(m) Swing pricing. For a registered investment company that has adopted swing pricing policies and procedures, state in a note to the company’s financial statements:
(1) The general methods used in determining whether the company’s net asset value per share will swing;
(2) Whether the company’s net asset value per share has swung during the year; and
(3) A general description of the effects of swing pricing.
[81 FR 82010, Nov. 18, 2016, as amended at 81 FR 82137, Nov. 18, 2016; 83 FR 50202, Oct. 4, 2018]
>>> Regulation S-X Rule 6–10, What Schedules Are to Be Filed
946-205-S99-1 The following is the text of Regulation S-X Rule 6–10, What Schedules Are to Be Filed (17 CFR 210.6-10).
(a) When information is required in schedules for both the person and its subsidiaries consolidated, it 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.
If the information required by any schedule (including the notes thereto) is shown in the related financial statement or in a note thereto without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.
(b) The schedules shall be examined by an independent accountant if the related financial statements are so examined.
(c) Management investment companies.
(1) Except as otherwise provided in the applicable form, the schedules specified in this paragraph shall be filed for management investment companies as of the dates of the most recent audited balance sheet and any subsequent unaudited statement being filed for each person or group.
Schedule I—Investments in securities of unaffiliated issuers. The schedule prescribed by § 210.12–12 shall be filed in support of caption 1 of each balance sheet.
Schedule II—Investments—other than securities. The schedule prescribed by § 210.12–13 shall be filed in support of caption 3 of each balance sheet. This schedule may be omitted if the investments, other than securities, at both the beginning and end of the period amount to less than one percent of the value of total investments (§ 210.6– 04.4).
Schedule
IIIII
—Investments in and advances to affiliates. The schedule prescribed by § 210.12–14 shall be filed in support of caption 2 of each balance sheet.
Schedule
IIIIV
—Investments—securities sold short. The schedule prescribed by § 210.12–12A shall be filed in support of caption
9(a)10(a)
of each balance sheet.
Schedule
IVV
—Open option contracts written. The schedule prescribed by
§ 210.12-13210.12–12B
shall be filed in support of caption
9(b)10(b)
of each balance sheet.
Schedule V—Open futures contracts. The schedule prescribed by §210.12-13A shall be filed in support of captions 3(a) and 9(c) of each balance sheet.
Schedule VI—Open forward foreign currency contracts. The schedule prescribed by §210.12-13B shall be filed in support of captions 3(b) and 9(d) of each balance sheet.
Schedule VII—Open swap contracts. The schedule prescribed by §210.12-13C shall be filed in support of captions 3(c) and 9(e) of each balance sheet.
Schedule VIII—Investments—other than those presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B and 12-13C. The schedule prescribed by §210.12-13D shall be filed in support of captions 3(d) and 9(f) of each balance sheet.
(2) When permitted by the applicable form, the schedule specified in this paragraph may be filed for management investment companies as of the dates of the most recent audited balance sheet and any subsequent unaudited statement being filed for each person or group.
Schedule
IXVI
—Summary schedule of investments in securities of unaffiliated issuers. The schedule prescribed by §
210.12-12B210.12–12C
may be filed in support of caption 1 of each balance sheet.
(d) Unit investment trusts. Except as otherwise provided in the applicable form:
(1) Schedules I and II, specified below in this section, shall be filed for unit investment trusts as of the dates of the most recent audited balance sheet and any subsequent unaudited statement being filed for each person or group.
(2) Schedule III, specified below in this section, shall be filed for unit investment trusts for each period for which a statement of operations is required to be filed for each person or group.
Schedule I—Investment in securities. The schedule prescribed by § 210.12–12 shall be filed in support of caption 1 of each balance sheet (§ 210.6–04).
Schedule II—Allocation of trust assets to series of trust shares. If the trust assets are specifically allocated to different series of trust shares, and if such allocation is not shown in the balance sheet in columnar form or by the filing of separate statements for each series of trust shares, a schedule shall be filed showing the amount of trust assets, indicated by each balance sheet filed, which is applicable to each series of trust shares.
Schedule III—Allocation of trust income and distributable funds to series of trust shares. If the trust income and distributable funds are specifically allocated to different series of trust shares and if such allocation is not shown in the statement of operations in columnar form or by the filing of separate statements for each series of trust shares, a schedule shall be submitted showing the amount of income and distributable funds, indicated by each statement of operations filed, which is applicable to each series of trust shares.
(e) Face-amount certificate investment companies. Except as otherwise provided in the applicable form:
(1) Schedules I, V and X, specified below, shall be filed for face-amount certificate investment companies as of the dates of the most recent audited balance sheet and any subsequent unaudited statement being filed for each person or group.
(2) All other schedules specified below in this section shall be filed for face-amount certificate investment companies for each period for which a statement of operations is filed, except as indicated for Schedules III and IV.
Schedule I—Investment in securities of unaffiliated issuers. The schedule prescribed by § 210.12–21 shall be filed in support of caption 1 and, if applicable, caption 5(a) of each balance sheet. Separate schedules shall be furnished in support of each caption, if applicable.
Schedule II—Investments in and advances to affiliates and income thereon. The schedule prescribed by § 210.12–22 shall be filed in support of captions 1 and 5(b) of each balance sheet and caption 1 of each statement of operations. Separate schedules shall be furnished in support of each caption, if applicable.
Schedule III—Mortgage loans on real estate and interest earned on mortgages. The schedule prescribed by § 210.12–23 shall be filed in support of captions 1 and 5(c) of each balance sheet and caption 1 of each statement of operations, except that only the information required by
Columncolumn
G and note 8 of the schedule need be furnished in support of statements of operations for years for which related balance sheets are not required.
Schedule IV—Real estate owned and rental income. The schedule prescribed by § 210.12–24 shall be filed in support of captions 1 and 5(a) of each balance sheet and caption 1 of each statement of operations for rental income included therein, except that only the information required by
Columnscolumns
H, I and J, and item “Rent from properties sold during the period” and note 4 of the schedule need be furnished in support of statements of operations for years for which related balance sheets are not required.
Schedule V—Qualified assets on deposit. The schedule prescribed by § 210.12–27 shall be filed in support of the information required by caption 4 of § 210.6–06 as to total amount of qualified assets on deposit.
Schedule VI—Certificate reserves. The schedule prescribed by § 210.12–26 shall be filed in support of caption 7 of each balance sheet.
Schedule VII—Valuation and qualifying accounts. The schedule prescribed by § 210.12–09 shall be filed in support of all other reserves included in the balance sheet.
[
47 FR 56838, Dec. 21, 1982, as amended at 59 FR 65636, Dec. 20, 1994; 69 FR 11262, Mar. 9, 2004
81 FR 82013, Nov. 18, 2016]]
>>> Regulation S-X Rule 6–04, Balance Sheets
946-210-S99-1 The following is the text of Regulation S-X Rule 6–04, Balance Sheets (17 CFR 210.6-04).
This
sectionrule
is applicable to balance sheets filed by registered investment companies
and business development companies except for persons who substitute a statement of net assets in accordance with the requirements specified in § 210.6–05, and issuers of face-amount certificates which are subject to the special provisions of § 210.6–06
of this part.
Balance sheets filed under this rule shall comply with the following provisions:
ASSETS
1. Investments in securities of unaffiliated issuers.
2. Investments in and advances to affiliates. State separately investments in and advances to: (a) Controlled companies and (b) other affiliates.
3.
Other investmentsInvestments—other than securities.
State separately
amounts of assets related to(a) variation margin receivable on futures contracts,
(b) forward foreign currency contracts;
(c) swap contracts; and
(d) investments—other than those presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13Ceach major category.
45
. Cash. Include under this caption cash on hand and demand deposits.
Provide in a note to the financial statements the information required under § 210.5–02.1 regarding restrictions and compensating balances.
(a) State separately amounts receivable from
(1) sales of investments;
(2) subscriptions to capital shares;
(3) dividends and interest;
(4) directors and officers; and
(5) others.
(b) If the aggregate amount of notes receivable exceeds 10 percent of the aggregate amount of receivables, the above information shall be set forth separately, in the balance sheet or in a note thereto, for accounts receivable and notes receivable.
67
Deposits for securities sold short and
other investmentsopen option contracts.
State separately amounts held by others in connection with:
(a) Short
sales;sales and
(b) open option contracts;
(c) futures contracts;
(d) forward foreign currency contracts;
(e) swap contracts; and
(f) investments—other than those presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C.
78
Other assets. State separately
(a) prepaid and deferred expenses;
(b) pension and other special funds;
(c) organization expenses; and
(d) any other significant item not properly classified in another asset caption.
LIABILITIES
9. Other investments. State separately amounts of liabilities related to:
(a) Securities sold short;
(b) open option contracts written;
(c) variation margin payable on futures contracts;
(d) forward foreign currency contracts;
(e) swap contracts; and
(f) investments—other than those presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C.
0.Accounts payable and accrued liabilities. State separately amounts payable for:
(a)
Securities sold short;
(b) open option contracts written;
(c) other
Otherpurchases of securities;
(b)(d)
capital shares redeemed;
(c)(e)
dividends or other distributions on capital shares; and
State separately the amount of any other liabilities which are material.
Securities sold short and open option contracts written shall be stated at value.
1. Deposits for securities loaned. State the value of securities loaned and indicate the nature of the collateral received as security for the loan, including the amount of any cash received.
12. Other liabilities. State separately
(a) amounts payable for investment advisory, management and service fees; and
(b) the total amount payable to:
(1) Officers and directors;
(2) controlled companies; and
(3) other affiliates, excluding any amounts owing to noncontrolled affiliates which arose in the ordinary course of business and which are subject to usual trade terms.
3. Notes payable, bonds and similar debt.
(a) State separately amounts payable to:
(1) Banks or other financial institutions for borrowings;
(2) controlled companies;
(3) other affiliates; and
(4) others, showing for each category amounts payable within one year and amounts payable after one year.
(b) Provide in a note the information required under § 210.5–02.19(b) regarding unused lines of credit for short-term financing and § 210.5–02.22(b) regarding unused commitments for long-term financing arrangements.
4.Total liabilities.
5.Commitments and contingent liabilities.
NET ASSETS
6.Units of capital.
(a) Disclose the title of each class of capital shares or other capital units, the number authorized, the number outstanding, and the dollar amount thereof.
(b) Unit investment trusts, including those which are issuers of periodic payment plan certificates, also shall state in a note to the financial statements:
(1) The total cost to the investors of each class of units or shares;
(2) the adjustment for market depreciation or appreciation;
(3) other deductions from the total cost to the investors for fees, loads and other charges, including an explanation of such deductions; and
(4) the net amount applicable to the investors.
7.
Total distributable earningsAccumulated undistributed income
(loss). Disclose
total distributable earnings (loss), which generally comprise:(a)
AccumulatedThe accumulated
undistributed investment income-net,
(b) accumulated undistributed net realized gains (losses) on investment transactions, and
(c) net unrealized appreciation (depreciation) in value of investments at the balance sheet date.
8.Other elements of capital. Disclose any other elements of capital or residual interests appropriate to the capital structure of the reporting entity.
9.Net assets applicable to outstanding units of capital. State the net asset value per share.
[81 FR 82011, Nov. 18, 2016, as amended at 83 FR 50202, Oct. 4, 2018]
>>> Regulation S-X Rule 6-05, Statements of Net Assets
946-210-S99-2 The following is the text of Regulation S-X Rule 6-05, Statements of Net Assets (17 CFR 210.6-05).
In lieu of the balance sheet otherwise required by § 210.6–04
of this part
, persons may substitute a statement of net assets if at least 95 percent of the amount of the person’s total assets are represented by investments in securities of unaffiliated issuers. If presented in such instances, a statement of net assets shall consist of the following:
STATEMENTS OF NET ASSETS
1. A schedule of investments in securities of unaffiliated issuers as prescribed in § 210.12–12.
2. The excess (or deficiency) of other assets over (under) total liabilities stated in one amount, except that any amounts due from or to officers, directors, controlled persons, or other affiliates, excluding any amounts owing to noncontrolled affiliates which arose in the ordinary course of business and which are subject to usual trade terms, shall be stated separately.
3. Disclosure shall be provided in the notes to the financial statements for any item required under
§210.6-04.3§ 210.6–04.10 to
and §§210.6-04.9 to210.6– 04.13.
4. The balance of the amounts captioned as net assets. The number of outstanding shares and net asset value per share shall be shown parenthetically.
5. The information required by (i) § 210.6–04.16, (ii) § 210.6–04.17 and (iii) § 210.6–04.18 shall be furnished in a note to the financial statements.
[81 FR 82012, Nov. 18, 2016]
>>> Regulation S-X Rule 6-06, Special Provisions Applicable to the Balance Sheets of Issuers of Face-Amount Certificates
946-210-S99-3 The following is the text of Regulation S-X Rule 6-06, Special Provisions Applicable to the Balance Sheets of Issuers of Face-Amount Certificates(17 CFR 210.6-06).
Balance sheets filed by issuers of face-amount certificates shall comply with the following provisions:
ASSETS
1. Investments. State separately each major category: such as, real estate owned, first mortgage loans on real estate, other mortgage loans on real estate, investments in securities of unaffiliated issuers, and investments in and advances to affiliates.
2. Cash. Include under this caption cash on hand and demand deposits. Provide in a note to the financial statements the information required under § 210.5–02.1 regarding restrictions and compensating balances.
3. Receivables.
(a) State separately amounts receivable from
(1) sales of investments;
(2) dividends and interest;
(3) directors and officers; and
(4) others.
(b) If the aggregate amount of notes receivable exceeds 10 percent of the aggregate amount of receivables, the above information shall be set forth separately, in the balance sheet or in a note thereto, for accounts receivable and notes receivable.
4. Total qualified assets. State in a note to the financial statements the amount of qualified assets on deposit classified as to general categories of assets and as to general types of depositories, such as banks and states, together with a statement as to the purpose of the deposits.
5. Other assets. State separately:
(a) Investments in securities of unaffiliated issuers not included in qualifying assets in item 1 above;
(b) investments in and advances to affiliates not included in qualifying assets in item 1 above; and
(c) any other significant item not properly classified in another asset caption.
6. Total assets.
LIABILITIES
7. Certificate reserves. Issuers of
face-amountfaceamount
certificates shall state separately reserves for:
(a) Certificates of the installment type;
(b) certificates of the fully-paid type;
(c) advance payments;
(d) additional amounts accrued for or credited to the account of certificate holders in the form of any credit, dividend, or interest in addition to the minimum amount specified in the certificate; and
(e) other certificate reserves.
State in an appropriate manner the basis used in determining the reserves, including the rates of interest of accumulation.
8. Notes payable, bonds and similar debt.
(a) State separately amounts payable to:
(1) Banks or other financial institutions for borrowings;
(2) controlled companies;
(3) other affiliates; and
(4) others(4)others
, showing for each category amounts payable within one year and amounts payable after one year.
(b) Provide in a note the information required under § 210.5–02.19(b) regarding unused lines of credit for short-term financing and § 210.5– 02.22(b) regarding unused commitments for long-term financing arrangements.
9. Accounts payable and accrued liabilities. State separately
(a) amounts payable for investment advisory, management and service fees; and
(b) the total amount payable to:
(1) Officers and directors;
(2) controlled companies; and
(3) other affiliates, excluding any amounts owing to noncontrolled affiliates which arose in the ordinary course of business and which are subject to usual trade terms.
State separately the amount of any other liabilities which are material.
10. Total liabilities.
11. Commitments and contingent liabilities.
STOCKHOLDERS’ EQUITY
12. Capital shares. Disclose the title of each class of capital shares or other capital units, the number authorized, the number outstanding and the dollar amount thereof. Show also the dollar amount of any capital shares subscribed but unissued, and show the deduction for subscriptions receivable therefrom.
13. Other elements of capital.
(a) Disclose any other elements of capital or residual interests appropriate to the capital structure of the reporting entity.
(b) A summary of each account under this caption setting forth the information prescribed in § 210.3–04 shall be given in a note or separate statement for each period in which a statement of operations is presented.
14. Total liabilities and stockholders’ equity.
>>> Regulation S-X Rule 6-07, Statements of Operations
946-220-S99-1 The following is the text of Regulation S-X Rule 6-07, Statements of Operations (17 CFR 210.6-07).
Statements of operations
, or statements of comprehensive income, where applicable,filed by registered investment companies, other than issuers of face-amount
certificates,certificates
subject to the special provisions of § 210.6-08 and business development companies, shall comply with the following provisions:
STATEMENTS OF OPERATIONS
1. Investment income. State separately income from:
(a) Dividends;
(b) interest on securities; and
(c) other income.
Any other category of income which exceeds five percent of the total shown under this caption (e.g. income from non-cash dividends, income from payment-in-kind interest) shall be stated separately. If income from investments in or indebtedness of affiliates is included hereunder, such income shall be segregated under an appropriate caption subdivided to show separately income from: (1) Controlled companies; and (2) other affiliates. If income from non-cash dividends or payment-in-kind interest are included in income, the bases of recognition and measurement used in respect to such amounts shall be disclosed.
2. Expenses.
(a) State separately the total amount of investment advisory, management and service fees, and expenses in connection with research, selection, supervision, and custody of investments. Amounts of expenses incurred from transactions with affiliated persons shall be disclosed together with the identity of and related amount applicable to each such person accounting for five percent or more of the total expenses shown under this caption together with a description of the nature of the affiliation. Expenses incurred within the person’s own organization in connection with research, selection and supervision of investments shall be stated separately. Reductions or reimbursements of management or service fees shall be shown as a negative amount or as a reduction of total expenses shown under this caption.
(b) State separately any other expense item the amount of which exceeds five percent of the total expenses shown under this caption.
(c) A note to the financial statements shall include information concerning management and service fees, the rate of fee, and the base and method of computation. State separately the amount and a description of any fee reductions or reimbursements representing: (1) Expense limitation agreements or commitments; and (2) offsets received from broker-dealers showing separately for each amount received or due from (i) unaffiliated persons; and (ii) affiliated persons. If no management or service fees were incurred for a period, state the reason therefor.
(d) If any expenses were paid otherwise than in cash, state the details in a note.
(e) State in a note to the financial statements the amount of brokerage commissions (including dealer markups) paid to affiliated broker-dealers in connection with purchase and sale of investment securities. Open-end management companies shall state in a note the net amounts of sales charges deducted from the proceeds of sale of capital shares which were retained by any affiliated principal underwriter or other affiliated broker-dealer.
(f) State separately all amounts paid in accordance with a plan adopted under 17 CFR 270.12b-1 of this chapter. Reimbursement to the fund of expenses incurred under such plan (12b-1 expense reimbursement) shall be shown as a negative amount and deducted from current 12b-1 expenses. If 12b-1 expense reimbursements exceed current 12b-1 costs, such excess shall be shown as a negative amount used in the calculation of total expenses under this caption.
(g)
(1) Brokerage/Service Arrangements. If a broker-dealer or an affiliate of the broker-dealer has, in connection with directing the person’s brokerage transactions to the broker-dealer, provided, agreed to provide, paid for, or agreed to pay for, in whole or in part, services provided to the person (other than brokerage and research services as those terms are used in section 28(e) of the Securities Exchange Act of 1934 [15 U.S.C. 78bb(e)]), include in the expense items set forth under this caption the amount that would have been incurred by the person for the services had it paid for the services directly in an arms-length transaction.
(2) Expense Offset Arrangements. If the person has entered into an agreement with any other person pursuant to which such other person reduces, or pays a third party which reduces, by a specified or reasonably ascertainable amount, its fees for services provided to the person in exchange for use of the person’s assets, include in the expense items set forth under this caption the amount of fees that would have been incurred by the person if the person had not entered into the agreement.
(3) Financial Statement Presentation. Show the total amount by which expenses are increased pursuant to paragraphs (1) and (2) of this paragraph 2(g) as a corresponding reduction in total expenses under this caption. In a note to the financial statements, state separately the total amounts by which expenses are increased pursuant to paragraphs (1) and (2) of this paragraph 2(g), and list each category of expense that is increased by an amount equal to at least 5 percent of total expenses. If applicable, the note should state that the person could have employed the assets used by another person to produce income if it had not entered into an arrangement described in paragraph 2(g)(2) of this section.
3. Interest and amortization of debt discount and expense. Provide in the body of the statements or in the footnotes, the average dollar amount of borrowings and the average interest rate.
4. Investment income before income tax expense.
5. Income tax expense. Include under this caption only taxes based on income.
6. Investment income-net.
7. Realized and unrealized gain (loss) on investments-net.
(a) State separately the net realized gain or loss from:
(1) Transactions in investment securities of unaffiliated issuers,
(2) transactions in investment securities of affiliated issuers,
(3) expiration or closing of option contracts written,
(4) closed short positions in securities,
(5) expiration or closing of futures contracts,
(6) settlement of forward foreign currency contracts,
(7) expiration or closing of swap contracts, and
(8) transactions in other investments held during the period.
(b) Distributions of realized gains by other investment companies shall be shown separately under this caption.
(c) State separately the amount of the net increase or decrease during the period in the unrealized appreciation or depreciation in the value of:
(1) Investment securities of unaffiliated issuers,
(2) investment securities of affiliated issuers,
(3) option contracts written,
(4) short positions in securities,
(5) futures contracts,
(6) forward foreign currency contracts,
(7) swap contracts, and
(8) other investments held at the end of the period.
(d) State separately any: (1) Federal income taxes and (2) other income taxes applicable to realized and unrealized gain (loss) on investments, distinguishing taxes payable currently from deferred income taxes.
8. Net gain (loss) on investments.
9. Net increase (decrease) in net assets resulting from operations.
[81 FR 82012, Nov. 18, 2016]; 83 FR 50202, Oct. 4, 2018]
>>> Regulation S-X Rule 6-09, Statements of Changes in Net Assets
946-220-S99-3 The following is the text of Regulation S-X Rule 6-09, Statements of Changes in Net Assets (17 CFR 210.6-09).
Statements of changes in net assets filed for persons to whom this article is applicable shall comply with the following provisions:
STATEMENTS OF CHANGES IN NET ASSETS
1. Operations. State separately:
(a) Investment income-net as shown by
§ 210.6-07.6
210.6-07.6; (b) realized gain (loss) on investments-net of any Federal or other income taxes applicable to such amounts;
(c) increase (decrease) in unrealized appreciation or depreciation-net of any Federal or other income taxes applicable to such amounts; and
(d) net increase (decrease) in net assets resulting from operations as shown by § 210.6-07.9.
2. Net equalization charges and credits. State the net amount of accrued undivided earnings separately identified in the price of capital shares issued and repurchased.
3. Distributions to shareholders. State
totalseparately
distributions to shareholders
which generally come from:
(a) Investment income-net;
(b) realized gain from investment transactions-net; and
(c) other
sources.
sources, except tax return of capital distributions, which shall be disclosed separately.
4. Capital share transactions.
(a) State the increase or decrease in net assets derived from the net change in the number of outstanding shares or units.
(b) Disclose in the body of the statements or in the notes, for each class of the person’s shares, the number and value of shares issued in reinvestment of dividends as well as the number
andof
dollar amounts received for shares sold and paid for shares redeemed.
5. Total increase (decrease).
6. Net assets at the beginning of the period.
7. Net assets at the end of the period.
Disclose parenthetically the balance of undistributed net investment income included in net assets at the end of the period.
[47 FR 56838, Dec. 21, 1982, as amended at 83 FR 50202, Oct. 4, 2018]
>>> Regulation S-X Rule 12-24, Real Estate Owned and Rental Income
946-235-S99-1 The following is the text of Regulation S-X Rule 12-24, Real Estate Owned and Rental Income (17 CFR 210.12-24).
Reg. § 210.12-24 Real Estate Owned and Rental Income1
View image
1 All money columns shall be totaled.
2 Each item of property included in column E in an amount in excess of $100,000 shall be listed separately.
3 In a separate schedule classify by states in which the real estate owned is located the total amounts in support of columns E and F.
4 In a footnote to this schedule, furnish a reconciliation, in the following form, of the total amount at which real estate was carried at the beginning of the period with the total amount shown in column E:
Balance at beginning of period .......................................................................................... $
Additions during period:
Acquisitions through foreclosure.......................................................................................... $
Other acquisitions ..........................................................................................
Improvements, etc. ..........................................................................................
Other (describe) ..........................................................................................
Deductions during period:
Cost of real estate sold $
Other (describe) ..........................................................................................
Balance at close of period..........................................................................................$
If additions, except acquisitions through foreclosure, represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly, with affiliates, explain and state the amount of any intercompany gain or loss.
5 If any item of real estate investments has been written down or reserved against pursuant to
§ 210.6-03(d)210.6-21(f)
, describe the item and explain the basis
98
for the write-down or reserve.
6 State in a footnote to column E the aggregate cost for Federal income tax purposes.
7 The amount of all intercompany profits included in the total of column
EB
shall be stated if material.
8 Summarize the aggregate amounts for each column applicable to
captions 7 and 12 of
§
210.6-06(1) and 6-06(5)(a)210.6-22.
[16 FR 348, Jan. 13, 1951, as amended at 16 FR 2655, Mar. 24, 1951. Redesignated at 45 FR 63679, Sept. 25, 1980; 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-25, Supplementary Profit and Loss Information
946-235-S99-2 The following is the text of Regulation S-X Rule 12-25, Supplementary Profit and Loss Information(17 CFR 210.12-25).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 12-26, Certificate Reserves
946-235-S99-3 The following is the text of Regulation S-X Rule 12-26, Certificate Reserves (17 CFR 210.12-26).
[The remainder of this paragraph is not shown here because it is unchanged.]
>>> Regulation S-X Rule 12-27, Qualified Assets on Deposit
946-235-S99-4 The following is the text of Regulation S-X Rule 12-27, Qualified Assets on Deposit (17 CFR 210.12-27).
Reg. § 210.12-27 Qualified Assets on Deposit1
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Name of depositary2 |
Cash |
Investments in securities |
First mortgages and other first liens on real estate |
Other |
Total3 |
1 All money columns shall be totaled.
2 Classify names of individual depositaries under group headings, such as banks and states.
3 Total of column F shall agree with note required by caption 11 of § 210.6-06(4)210.12-22 as to total amount of qualified Assets on Deposit.
[59 FR 65637, Dec. 20, 1994, as amended at 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-23, Mortgage Loans on Real Estate and Interest Earned on Mortgages
946-310-S99-1 The following is the text of Regulation S-X Rule 12-23, Mortgage Loans on Real Estate and Interest Earned on Mortgages (17 CFR 210.12-23).
Reg. § 210.12-23 Mortgage Loans on Real Estate and Interest Earned on Mortgages 1
View image
1 All money columns shall be totaled.
2 If mortgages represent other than first liens, list separately in a schedule in a like manner, indicating briefly the nature of the lien. Information need not be furnished as to such liens which are fully insured or wholly guaranteed by an agency of the United States Government.
3 In a separate schedule classify by states in which the mortgaged property is located the total amounts in support of columns B, C, D and E.
4 (a) Interest in arrears for less than 3 months may be disregarded in computing the total amount of principal subject to delinquent interest. (b) Of the total principal amount, state the amount acquired from controlled and other affiliates.
5 In order to reconcile the total of column G with the amount shown in the profit and loss or income statement, interest income earned applicable to period from mortgages sold or canceled during period should be added to the total of this column.
6 If the information required by columns F and G is not reasonably available because the obtaining thereof would involve unreasonable effort or expense, such information may be omitted if the registrant shall include a statement showing that unreasonable effort or expense would be involved. In such an event, state in column G for each of the above classes of mortgage loans the average gross rate of interest on mortgage loans held at the end of the fiscal period.
7 Each mortgage loan included in column C in an amount in excess of $500,000 shall be listed separately. Loans from $100,000 to $500,000 shall be grouped by $50,000 groups, indicating the number of loans in each group.
8 In a footnote to this schedule, furnish a reconciliation, in the following form, of the carrying amount of mortgage loans at the beginning of the period with the total amount shown in column C:
Balance at beginning of period $
Additions during period:
New mortgage loans ..........................................................................................$
Other (describe) ..........................................................................................$
Deductions during period: ..........................................................................................$
Collections of principal ..........................................................................................
Foreclosures ........................................................................................................
Cost of mortgages sold ..........................................................................................
Amortization of premium ........................................................................................
Other (describe) ....................................................................................................
Balance at close of period ..........................................................................................$
If additions represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly with affiliates, explain the bases of such transactions, and amounts involved. State the aggregate amount of mortgages (a) renewed and (b) extended. If the carrying amount of the new mortgages is in excess of the unpaid amount (not including interest) of prior mortgages, explain.
9 If any item of mortgage loans on real estate investments has been written down or reserved against pursuant to § 210.6-03210.6-21 describe the item and explain the basis for the write-down or reserve.
10 State in a footnote to column C the aggregate cost for Federal income tax purposes.
11 If the total amount shown in column C includes intercompany profits, state the bases of the transactions resulting in such profits and, if practicable, state the amounts thereof.
12 Summarize the aggregate amounts for each column applicable to captions 6(b), 6(c) and 12 of § 210.6-06(1) and 6-06(5)(a)210.6-22.
[16 FR 348, Jan. 13, 1951, as amended at 16 FR 2655, Mar. 24, 1951; 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-12, Investments in Securities of Unaffiliated Issuers
946-320-S99-1 The following is the text of Regulation S-X Rule 12-12, Investments in Securities of Unaffiliated Issuers (17 CFR 210.12-12).
Reg. § 210.12-12 Investments in Securities of Unaffiliated Issuers
[For management investment companies only]
Column A |
Column B |
Column C |
Name of issuer and title of issue1,2,3,4 |
Balance held at close of period. Number of shares–principal amount of bonds and notes 7notes 5 |
Value of each item at close of period5,6,8,9,10period 3,4,6,7,8 |
1 Each issue shall be listed separately:
ProvidedProvided
, however, that an amount not exceeding five percent of the total of Column C may be listed in one amount as “Miscellaneous securities,” provided the securities so listed are not restricted, have been held for not more than one year prior to the date of the related balance sheet, and have not previously been reported by name to the shareholders of the person for which the schedule is filed or to any exchange, or set forth in any registration statement, application, or annual report or otherwise made available to the public. If any securities are listed as Miscellaneous securities,” briefly explain in a footnote what the term represents.
2 Categorize the schedule by (i) the type of investment (such as common stocks, preferred stocks, convertible securities, fixed income securities, government securities, options purchased, warrants, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, other investment companies, and so forth); and (ii) the related industry, country, or geographic region of the investment. Short-term debt instruments (i.e., debt instruments whose maturities or expiration dates at the time of acquisition are one year or less) of the same issuer may be aggregated, in which case the range of interest rates and maturity dates shall be indicated. For issuers of periodic payment plan certificates and unit investment trusts, list separately (i) trust shares in trusts created or serviced by the depositor or sponsor of this trust; (ii) trust shares in other trusts; and (iii) securities of other investment companies. Restricted securities shall not be combined with unrestricted securities of the same issuer. Repurchase agreements shall be stated separately showing for each the name of the party or parties to the agreement, the date of the agreement, the total amount to be received upon repurchase, the repurchase date and description of securities subject to the repurchase agreements.
3For options purchased, all information required by §210.12-13 for options contracts written should be shown. Options on underlying investments where the underlying investment would otherwise be presented in accordance with §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D should include the description of the underlying investment as would be required by §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D as part of the description of the option.The subtotals for each category of investments, subdivided by business grouping or instrument type, shall be shown together with their percentage value compared to net assets (§§ 210.6- 04.19 or 210.6-05.4).
4Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred stocks, convertible securities, fixed income securities, government securities, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, or other instruments with a stated rate of income. For variable rate securities, indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference rate for each reference rate described in the Schedule in a note to the Schedule. For securities with payment in kind, disclose the rate paid in kind.
5The subtotals for each category of investments, subdivided both by type of investment and industry, country or geographic region, shall be shown together with their percentage value compared to net assets. (§§210.6- 04.19 or 210.6-05.4.)
6 4
Column C shall be totaled. The total of
Columncolumn
C shall agree with the correlative amounts shown on the related balance sheet.
7 5
Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of indebtedness and preferred shares may be deemed to be income producing if, on the respective last interest payment date or date for the declaration of dividends prior to the date of the related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date, only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend rate, no interest was paid or no cash or in kind dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to be income producing unless, during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares.
8 6
Indicate by an appropriate symbol each issue of restricted securities. State the following in a footnote: (a) as to each such issue (1) acquisition date, (2) carrying value per unit of investment at date of related balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc., and (3) the cost of such securities; (b) as to each issue acquired during the year preceding the date of the related balance sheet, the carrying value per unit of investment of unrestricted securities of the same issuer at: (1)
Thethe
day the purchase price was agreed to and (2) the day on which an enforceable right to acquire such securities was obtained; and (c) the aggregate value of all restricted securities and the percentage which the aggregate value bears to net assets.
9Indicate by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.
10 7
Indicate by an appropriate symbol each issue of securities held in connection with open put or call option
contracts,
contracts
or loans for short sales,
or where any portion of the issue is on loan.
8
State in a footnote the following amounts based on cost for Federal income tax purposes: (a) aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost, (b) the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value, (c) the net unrealized appreciation or depreciation, and (d) the aggregate cost of securities for Federal income tax purposes.
[81 FR 82014, Nov. 18, 2016]
>>> Regulation S-X Rule 12-12A, Investments—Securities Sold Short
946-320-S99-2 The following is the text of Regulation S-X Rule 12-12A, Investments—Securities Sold Short(17 CFR 210.12-12A).
Reg. § 210.12.12A Investments–Securities Sold Short
[For management investment companies only]
Column A |
Column B |
Column C |
Name of issuer and title of issue1,2,3 |
Balance of short position at close of periodperiod. (Number of shares) |
Value of each open short position24,5,6 |
1 Each issue shall be listed separately.
2Categorize the schedule as required by instruction 2 of §210.12-12.
3Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred stocks, convertible securities, fixed income securities, government securities, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, or other instruments with a stated rate of income. For variable rate securities, indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference rate for each reference rate described in the Schedule in a note to the Schedule. For securities with payment in kind income, disclose the rate paid in kind.
4The subtotals for each category of investments, subdivided both by type of investment and industry, country, or geographic region, shall be shown together with their percentage value compared to net assets.
5 2
Column C shall be totaled. The total of
Columncolumn
C shall agree with the correlative amounts shown on the related balance sheet.
6Indicate by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.
[81 FR 82015, Nov. 18, 2016]
>>> Regulation S-X Rule 12-12B, Summary Schedule of Investments in Securities of Unaffiliated IssuersOpen Option Contracts Written
946-320-S99-3 The following is the text of Regulation S-X Rule 12-12B,
Summary Schedule of Investments in Securities of Unaffiliated Issuers Open Option Contracts Written
(17 CFR 210.12-12B).
Reg. § 210.12-12B Summary Schedule of Investments in Securities of Unaffiliated IssuersOpen Option Contracts Written
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
Column E |
Name of Issuer and title of issue1,2,3,4,5,6,7,8 |
Balance held at close of period. Number of shares—principal amount of bonds and notes 10 contracts 3 |
Value of each item at close ofperiod2,9,11,12,13 Exercise price |
Percentage value compared to net assetsExpiration date |
|
1
Information as to put options shall be shown separately from information as to call options.
2
Options of an issuer where exercise prices or expiration dates differ shall be listed separately.
3
If the number of shares subject to option is substituted for number of contracts, the column name shall reflect that change.
4
Column E shall be totaled and shall agree with the correlative amount shown on the related balance sheet.
1
Categorize the schedule by (a) the type of investment (such as common stocks, preferred stocks, convertible securities, fixed income securities, government securities, options purchased, warrants, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, other investment companies, and so forth); and (b) the related industry, country or geographic region of the investment.2
The subtotals for each category of investments, subdivided both by type of investment and industry, country, or geographic region, shall be shown together with their percentage value compared to net assets.3
Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred stocks, convertible securities, fixed income securities, government securities, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, or other instruments with a stated rate of income. For variable rate securities, indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference rate for each reference rate described in the Schedule in a note to the Schedule. For securities with payment in kind income, disclose the rate paid in kind.4Except as provided in note 6, list separately the 50 largest issues and any other issue the value of which exceeded one percent of net asset value of the registrant as of the close of the period. For purposes of the list (including, in the case of short-term debt instruments, the first sentence of note 4), aggregate and treat as a single issue, respectively, (a) short-term debt instruments (i.e., debt instruments whose maturities or expiration dates at the time of acquisition are one year or less) of the same issuer (indicating the range of interest rates and maturity dates); and (b) fully collateralized repurchase agreements (indicate in a footnote the range of dates of the repurchase agreements, the total purchase price of the securities, the total amount to be received upon repurchase, the range of repurchase dates, and description of securities subject to the repurchase agreements). Restricted and unrestricted securities of the same issue should be aggregated for purposes of determining whether the issue is among the 50 largest issues, but should not be combined in the schedule. For purposes of determining whether the value of an issue exceeds one percent of net asset value, aggregate and treat as a single issue all securities of any one issuer, except that all fully collateralized repurchase agreements shall be aggregated and treated as a single issue. The U.S. Treasury and each agency, instrumentality, or corporation, including each government-sponsored entity, that issues U.S. government securities is a separate issuer.
5For options purchased, all information required by §210.12-13 for options contracts written should be shown. Options on underlying investments where the underlying investment would otherwise be presented in accordance with §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D should include the description of the underlying investment as would be required by §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D as part of the description of the option.
6If multiple securities of an issuer aggregate to greater than one percent of net asset value, list each issue of the issuer separately (including separate listing of restricted and unrestricted securities of the same issue) except that the following may be aggregated and listed as a single issue: (a) Fixed-income securities of the same issuer which are not among the 50 largest issues and whose value does not exceed one percent of net asset value of the registrant as of the close of the period (indicating the range of interest rates and maturity dates); and (b) U.S. government securities of a single agency, instrumentality, or corporation, which are not among the 50 largest issues and whose value does not exceed one percent of net asset value of the registrant as of the close of the period (indicating the range of interest rates and maturity dates). For each category identified pursuant to note 1, group all issues that are neither separately listed nor included in a group of securities that is listed in the aggregate as a single issue in a sub-category labeled “Other securities,” and provide the information for Columns C and D.
7Any securities that would be required to be listed separately or included in a group of securities that is listed in the aggregate as a single issue may be listed in one amount as “Miscellaneous securities,” provided the securities so listed are eligible to be, and are, categorized as “Miscellaneous securities” in the registrant's Schedule of Investments in Securities of Unaffiliated Issuers required under §210.12-12. However, if any security that is included in “Miscellaneous securities” would otherwise be required to be included in a group of securities that is listed in the aggregate as a single issue, the remaining securities of that group must nonetheless be listed as required by notes 4 and 5 even if the remaining securities alone would not otherwise be required to be listed in this manner (e.g., because the combined value of the security listed in “Miscellaneous securities” and the remaining securities of the same issuer exceeds one percent of net asset value, but the value of the remaining securities alone does not exceed one percent of net asset value).
8If any securities are listed as “Miscellaneous securities” pursuant to note 6 or “Other securities” pursuant to note 5, briefly explain in a footnote what those terms represent.
9Total Column C. The total of Column C should equal the total shown on the related balance sheet for investments in securities of unaffiliated issuers.
10Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of indebtedness and preferred shares may be deemed to be income producing if, on the respective last interest payment date or date for the declaration of dividends prior to the date of the related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date, only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend date, no interest was paid or no cash or in kind dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to be income producing unless, during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares.
11Indicate by an appropriate symbol each issue of restricted securities. State the following in a footnote: (a) As to each such issue: (1) Acquisition date, (2) carrying value per unit of investment at date of related balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc., and (3) the cost of such securities; (b) as to each issue acquired during the year preceding the date of the related balance sheet, the carrying value per unit of investment of unrestricted securities of the same issuer at: (1) The day the purchase price was agreed to; and (2) the day on which an enforceable right to acquire such securities was obtained; and (c) the aggregate value of all restricted securities and the percentage which the aggregate value bears to net assets.
12Indicate by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.
13Indicate by an appropriate symbol each issue of securities held in connection with open put or call option contracts, loans for short sales, or where any portion of the issue is on loan.
[81 FR 82015, Nov. 18, 2016]
>>> Regulation S-X Rule 12-12C, Summary Schedule of Investments in Securities of Unaffiliated Issuers
946-320-S99-4 The following is the text of Regulation S-X Rule 12-12C,
Summary Schedule of Investments in Securities of Unaffiliated Issuers
(17 CFR 210.12-12C).
Reg. § 210.12-12C Summary Schedule of Investments in Securities of Unaffiliated Issuers
|
Name of issuer and title of issue 1,3,4,5,6 |
Balance held at close of period. Number of shares–principal amount of bonds and notes 8 |
Value of each item at close of period 2,7,9,10,11 |
Percentage value compared to net assets |
1 Categorize the schedule by (a) the type of investment (such as common stocks, preferred stocks, convertible securities, fixed income securities, government securities, options purchased, warrants, loan participations and assignments, commercial paper, bankers’ acceptances, certificates of deposit, short-term securities, repurchase agreements, other investment companies, and so forth); and (b) the related industry, country, or geographic region of the investment.
2 The subtotals for each category of investments, subdivided by industry, country, or geographic region, shall be shown together with their percentage value compared to net assets.
3 Except as provided in note 5, list separately the 50 largest issues and any other issue the value of which exceeded one percent of net asset value of the registrant as of the close of the period. For purposes of the list (including, in the case of short-term debt instruments, the first sentence of note 4), aggregate and treat as a single issue, respectively, (a) short-term debt instruments (i.e., debt instruments whose maturities or expiration dates at the time of acquisition are one year or less) of the same issuer (indicating the range of interest rates and maturity dates); and (b) fully collateralized repurchase agreements (indicate in a footnote the range of dates of the repurchase agreements, the total purchase price of the securities, the total amount to be received upon repurchase, the range of repurchase dates, and description of securities subject to the repurchase agreements). Restricted and unrestricted securities of the same issue should be aggregated for purposes of determining whether the issue is among the 50 largest issues, but should not be combined in the schedule.
For purposes of determining whether the value of an issue exceeds one percent of net asset value, aggregate and treat as a single issue all securities of any one issuer, except that all fully collateralized repurchase agreements shall be aggregated and treated as a single issue. The U.S. Treasury and each agency, instrumentality, or corporation, including each government-sponsored entity, that issues U.S.government securities is a separate issuer.
4 If multiple securities of an issuer aggregate to greater than one percent of net asset value, list each issue of the issuer separately (including separate listing of restricted and unrestricted securities of the same issue) except that the following may be aggregated and listed as a single issue: (a) fixedincome securities of the same issuer which are not among the 50 largest issues and whose value does not exceed one percent of net asset value of the registrant as of the close of the period (indicating the range of interest rates and maturity dates); and (b) U.S. government securities of a single agency, instrumentality, or corporation, which are not among the 50 largest issues and whose value does not exceed one percent of net asset value of the registrant as of the close of the period (indicating the range of interest rates and maturity dates). For each category identified pursuant to note 1, group all issues that are neither separately listed nor included in a group of securities that is listed in the aggregate as a single issue in a sub-category labeled “Other securities,” and provide the information for Columns C and D.
5 Any securities that would be required to be listed separately or included in a group of securities that is listed in the aggregate as a single issue may be listed in one amount as “Miscellaneous securities,” provided the securities so listed are eligible to be, and are, categorized as Miscellaneous securities” in the registrant’s Schedule of Investments in Securities of Unaffiliated Issuers required under §210.12-12. However, if any security that is included in “Miscellaneous securities” would otherwise be required to be included in a group of securities that is listed in the aggregate as a single issue, the remaining securities of that group must nonetheless be listed as required by notes 3 and 4 even if the remaining securities alone would not 90 otherwise be required to be listed in this manner (e.g., because the combined value of the security listed in “Miscellaneous securities” and the remaining securities of the same issuer exceeds one percent of net asset value, but the value of the remaining securities alone does not exceed one percent of net asset value).
6 If any securities are listed as “Miscellaneous securities” pursuant to note 5 or “Other securities” pursuant to note 4, briefly explain in a footnote what those terms represent.
7 Total Column C. The total of column C should equal the total shown on the related balance sheet for investments in securities of unaffiliated issuers.
8 Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of indebtedness and preferred shares may be deemed to be income producing if, on the respective last interest payment date or date for the declaration of dividends prior to the date of the related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date, only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend date, no interest was paid or no cash or in kind dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to be income producing unless, during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares.
9 Indicate by an appropriate symbol each issue of restricted securities. State the following in a footnote: (a) as to each such issue: (1) acquisition date, (2) carrying value per unit of investment at date of related balance sheet, e.g., a percentage of current market value of unrestricted securities of the same issuer, etc., and (3) the cost of such securities; (b) as to each issue acquired during the year preceding the date of the related balance sheet, the carrying value per unit of investment of unrestricted securities of the same issuer at: (1) the day the purchase price was agreed to; and (2) the day on which an enforceable right to acquire such securities was obtained; and (c) the aggregate value of all restricted securities and the percentage which the aggregate value bears to net assets.
10 Indicate by an appropriate symbol each issue of securities held in connection with open put or call option contracts or loans for short sales.
11 State in a footnote the following amounts based on cost for Federal income tax purposes: (a) Aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost, (b) the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value, (c) the net unrealized appreciation or depreciation, and (d) the aggregate cost of securities for Federal income tax purposes.
[Reserved]
>>> Regulation S-X Rule 12-13, Open Option Contracts WrittenInvestments Other than Securities
946-320-S99-5 The following is the text of Regulation S-X Rule 12-13,
Open Option Contracts WrittenInvestments Other than Securities
(17 CFR 210.12-13).
Reg. § 210.12.13 Open Option Contracts WrittenInvestments Other than Securities
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Column G |
Description1,2,3 |
Counterparty4Balance held at close of period– quantity 2,3,5 |
Number of contracts 5Value of each item at close of period 4,6,7 |
Notional amount |
Exercise price |
Expiration date |
Value6,7,8 |
1
Information as to put options shall be shown separately from information as to call options.
List each major category of investments by descriptive title.
2
Options where descriptions, counterparties, exercise prices or expiration dates differ shall be listed separately.
If practicable, indicate the quantity or measure in appropriate units.
3
Options on underlying investments where the underlying investment would otherwise be presented in accordance with §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D should include the description of the underlying investment as would be required by §§210.12-12, 12-13A, 12-13B, 12-13C, or 12-13D as part of the description of the option.Indicate by an appropriate symbol each investment which is non-income producing.
If the underlying investment is an index or basket of investments, and the components are publicly available on a Web site as of the balance sheet date, identify the index or basket. If the underlying investment is an index or basket of investments, the components are not publicly available on a Web site as of the balance sheet date, and the notional amount of the option contract does not exceed one percent of the net asset value of the registrant as of the close of the period, identify the index or basket. If the underlying investment is an index or basket of investments, the components are not publicly available on a Web site as of the balance sheet date, and the notional amount of the option contract exceeds one percent of the net asset value of the registrant as of the close of the period, provide a description of the index or custom basket and list separately: (i) The 50 largest components in the index or custom basket and (ii) any other components where the notional value for that components exceeds 1% of the notional value of the index or custom basket. For each investment separately listed, include the description of the underlying investment as would be required by §§210.12-12, 12-13, 12-13A, 12-13B, or 12-13D as part of the description, the quantity held (e.g. the number of shares for common stocks, principal amount for fixed income securities), the value at the close of the period, and the percentage value when compared to the custom basket's net assets.
4
Not required for exchange traded or centrally cleared options.
Indicate by an appropriate symbol each investment not readily marketable. The term “investment not readily marketable” shall include investments for which there is no independent publicly quoted market and investments which cannot be sold because of restrictions or conditions applicable to the investment or the company.
5
If the number of shares subject to option is substituted for number of contracts, the column name shall reflect that change.
Indicate by an appropriate symbol each investment subject to option. State in a footnote: (a) the quantity subject to option, (b) nature of option contract, (c) option price, and (d) dates within which options may be exercised
.
6
Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
Column C shall be totaled and shall agree with the correlative amount shown on the related balance sheet.
7
Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
State in a footnote the following amounts based on cost for Federal income tax purposes: (a) aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost, (b) the aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost-over value, (c) the net unrealized appreciation or depreciation, and (d) the aggregate cost of investments for Federal income tax 91 purposes.
8 Column G shall be totaled and shall agree with the correlative amount shown on the related balance sheet.
[81 FR 82016, Nov. 18, 2016]
> > > Regulation S-X Rule 12-13A, Open Futures Contracts
946-320-S99-5A The following is the text of Regulation S-X Rule 12-13A, Open Futures Contracts (17 CFR 210.12-13A).
[For ease of readability, the new table is not underlined.]
Reg. § 210.12-13A Open Futures Contracts
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Description1,2,3,4,5 |
Number of contracts |
Expiration date |
Notional amount6 |
Value |
Unrealized appreciation/ depreciation |
1 Information as to long purchases of futures contracts shall be shown separately from information as to futures contracts sold short.
2 Futures contracts where descriptions or expiration dates differ shall be listed separately.
3 Description should include the name of the reference asset or index.
4 Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
5 Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
6 Notional amount shall be the current notional amount at close of period.
[81 FR 82017, Nov. 18, 2016]
>>> Regulation S-X Rule 12-13B, Open Forward Foreign Currency Contracts
946-320-S99-5B The following is the text of Regulation S-X Rule 12-13B, Open Forward Foreign Currency Contracts (17 CFR 210.12-13B).
[For ease of readability, the new table is not underlined.]
Reg. § 210.12-13B Open Forward Foreign Currency Contracts
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
Column E |
Amount and description of currency to be purchased1 |
Amount and description of currency to be sold1 |
Counterparty |
Settlement date |
Unrealized appreciation/ depreciation2,3,4 |
1 Forward foreign currency contracts where description of currency purchased, description of currency sold, counterparty, or settlement dates differ shall be listed separately.
2 Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
3 Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
4 Column E shall be totaled and shall agree with the total of correlative amount(s) shown on the related balance sheet.
[81 FR 82017, Nov. 18, 2016]
>>> Regulation S-X Rule 12-13C, Open Swap Contracts
946-320-S99-5C The following is the text of Regulation S-X Rule 12-13C, Open Swap Contracts (17 CFR 210.12-13C).
[For ease of readability, the new table is not underlined.]
Reg. § 210.12-13C Open Swap Contracts
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Column G |
Column H |
Description and terms of payments to be received from another party1,2,3 |
Description and terms of payments to be paid to another party1,2,3 |
Counterparty4 |
Maturity date |
Notional amount |
Value |
Upfront payments/ receipts |
Unrealized appreciation/ depreciation5,6,7 |
1 List each major category of swaps by descriptive title (e.g., credit default swaps, interest rate swaps, total return swaps). Credit default swaps where protection is sold shall be listed separately from credit default swaps where protection is purchased.
2 Swaps where description, counterparty, or maturity dates differ shall be listed separately within each major category.
3 Description should include information sufficient for a user of financial information to understand the terms of payments to be received and paid. (e.g. For a credit default swap, including, among other things, description of reference obligation(s) or index, financing rate to be paid or received, and payment frequency. For an interest rate swap, this may include, among other things, whether floating rate is paid or received, fixed interest rate, floating interest rate, and payment frequency. For a total return swap, this may include, among other things, description of reference asset(s) or index, financing rate, and payment frequency.) If the reference instrument is an index or basket of investments, and the components are publicly available on a Web site as of the balance sheet date, identify the index or basket. If the reference instrument is an index or basket of investments, the components are not publicly available on a Web site as of the balance sheet date, and the notional amount of the swap contract does not exceed one percent of the net asset value of the registrant as of the close of the period, identify the index or basket. If the reference instrument is an index or basket of investments, the components are not publicly available on a Web site as of the balance sheet date, and the notional amount of the swap contract exceeds one percent of the net asset value of the registrant as of the close of the period provide a description of the index or custom basket and list separately: (i) The 50 largest components in the index or custom basket and (ii) any other components where the notional value for that components exceeds 1% of the notional value of the index or custom basket. For each investment separately listed, include the description of the underlying investment as would be required by §§210.12-12, 210.12-13, 210.12-13A, 210.12-13B, or 210.12-13D as part of the description, the quantity held (e.g. , the number of shares for common stocks, principal amount for fixed income securities), the value at the close of the period, and the percentage value when compared to the custom basket's net assets.
4 Not required for exchange-traded or centrally cleared swaps.
5 Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
6 Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
7 Columns G and H shall be totaled and shall agree with the total of correlative amount(s) shown on the related balance sheet.
[81 FR 82017, Nov. 18, 2016]
>>> Regulation S-X Rule 12-13D, Investments Other Than Those Presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C
946-320-S99-5D The following is the text of Regulation S-X Rule 12-13D, Investments Other Than Those Presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C (17 CFR 210.12-13D).
[For ease of readability, the new table is not underlined.]
Reg. § 210.12-13D Investments Other Than Those Presented in §§210.12-12, 12-12A, 12-12B, 12-13, 12-13A, 12-13B, and 12-13C
[For management investment companies only]
Column A |
Column B |
Column C |
Description1,2,3 |
Balance held at close of period—quantity4,5 |
Value of each item at close of period6,7,8,9 |
1 Each investment where any portion of the description differs shall be listed separately.
2 Categorize the schedule by (i) the type of investment (such as real estate, commodities, and so forth); and, as applicable, (ii) the related industry, country, or geographic region of the investment.
3 Description should include information sufficient for a user of financial information to understand the nature and terms of the investment, which may include, among other things, reference security, asset or index, currency, geographic location, payment terms, payment rates, call or put feature, exercise price, expiration date, and counterparty for non- exchange-traded investments.
4 If practicable, indicate the quantity or measure in appropriate units.
5 Indicate by an appropriate symbol each investment which is non-income producing.
6 Indicate by an appropriate symbol each investment which cannot be sold because of restrictions or conditions applicable to the investment.
7 Indicate by an appropriate symbol each investment whose value was determined using significant unobservable inputs.
8 Indicate by an appropriate symbol investment subject to option. State in a footnote: (a) The quantity subject to option, (b) nature of option contract, (c) option price, and (d) dates within which options may be exercised.
9 Column C shall be totaled and shall agree with the correlative amount shown on the related balance sheet.
[81 FR 82018, Nov. 18, 2016]
>>> Regulation S-X Rule 12-14, Investments in and Advances to Affiliates
946-320-S99-6 The following is the text of Regulation S-X Rule 12-14, Investments in and Advances to Affiliates (17 CFR 210.12-14).
Reg. § 210.12-14 Investments in and Advances to Affiliates
[For management investment companies only]
Column A |
Column B |
Column C |
Column D |
| | | |
|
Name of issuer and title of issue or nature of indebtedness1,2,3 |
Number of shares—principal amount of bonds, notes and other indebtedness held at close of period |
Net realized gain orAmount of equity in net profit and loss for the period 2 4,6 |
Net increase or decrease in unrealized appreciation or depreciation for the period4,6 |
| | | Amount of dividends or interest 4,62,5 |
Value of each item at close of period 2,3,4, 5,7,8,9 |
(Col. 1) Credit to income |
(Col. 2) Other |
1 (a) List each issue separately and group (1) investments in majority-owned subsidiaries,
segregating subsidiaries consolidated;
(2) other controlled companies; and (3) other affiliates.
(b) If during the period there has been any increase or decrease in the amount of investment in and advance to any affiliate, state in a footnote (or if there have been changes to numerous affiliates, in a supplementary schedule) (1) name of each issuer and title of issue or nature of indebtedness; (2) balance at beginning of period; (3) gross additions; (4) gross reductions; (5) balance at close of period as shown in Column
FE
. Include in the footnote or schedule comparable information as to affiliates in which there was an investment at any time during the period even though there was no investment at the close of the period of report.
2 Categorize the schedule as required by instruction 2 of §210.12-12.Give totals for each group. If operations of any controlled companies are different in character from those of the company, group such affiliates (1) within divisions and (2) by type of activities.
3 Indicate the interest rate or preferential dividend rate and maturity date, as applicable, for preferred stocks, convertible securities, fixed income securities, government securities, loan participations and assignments, commercial paper, bankers' acceptances, certificates of deposit, short-term securities, repurchase agreements, or other instruments with a stated rate of income. For variable rate securities, indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2) disclose the end of period reference rate for each reference rate described in the Schedule in a note to the Schedule. For securities with payment in kind income, disclose the rate paid in kind.
Columns C, D and E shall be totaled. The totals of Column E shall agree with the correlative amount shown on the related balance sheet.
4 Columns C, D, E, and F shall be totaled. The totals of Column F shall agree with the correlative amount shown on the related balance sheet.
(a) Indicate by an appropriate symbol each issue of restricted securities. The information required by instruction 5 of § 210.12-12 shall be given in a footnote.
(b) Indicate by an appropriate symbol each issue of securities subject to option. The information required by instruction 5 of § 210.12-13 shall be given in a footnote.
5 (a)
Indicate by an appropriate symbol each issue of restricted securities. The information required by instruction 8 of §210.12-12 shall be given in a footnote. (b) Indicate by an appropriate symbol each issue of securities subject to option. The information required by §210.12-13 shall be given in a footnote.Include in Column D (1) as to each issue held at the close of the period, the dividends or interest included in caption 1 of the statement of operations. In addition, show as the final item in Column D (1) the aggregate of dividends and interest included in the statement of operations in respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on the related statement of operations.
(b)
Include in Column D (2) all other dividends and interest. Explain in an appropriate footnote the treatment accorded each item.
6 The information required by Column C shall be furnished only as to controlled companies.
(a) Include in Column E (1) as to each issue held at the close of the period, the dividends or interest included in caption 1 of the statement of operations. In addition, show as the final item in Column E (1) the aggregate of dividends and interest included in the statement of operations in respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on the related statement of operations.
(b) Include in Column E (2) all other dividends and interest. Explain in an appropriate footnote the treatment accorded each item.
(c) Indicate by an appropriate symbol all non-cash dividends and interest and explain the circumstances in a footnote.
(d) Indicate by an appropriate symbol each issue of securities which is non-income producing. Evidences of indebtedness and preferred shares may be deemed to be income producing if, on the respective last interest payment date or date for the declaration of dividends prior to the date of the related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date, only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend date, no interest was paid or no cash or in kind dividends declared, the issue shall not be deemed to be income producing. Common shares shall not be deemed to be income producing unless, during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares.
(e) Include in Column C (1) as to each issue held at the close of the period, the realized gain or loss included in §210.6-07.7 of the statement of operations. In addition, show as the final item in Column C (1) the aggregate of realized gain or loss included in the statement of operations in respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on the related statement of operations.
(f) Include in Column D (1) as to each issue held at the close of the period, the net increase or decrease in unrealized appreciation or depreciation included in §210.6-07.7 of the statement of operations. In addition, show as the final item in Column D (1) the aggregate of increase or decrease in unrealized appreciation or depreciation included in the statement of operations in respect of investments in affiliates not held at the close of the period. The total of this column shall agree with the correlative amount shown on the related statement of operations.
7 The subtotals for each category of investments, subdivided both by type of investment and industry, country, or geographic region, shall be shown together with their percentage value compared to net assets.
8 Indicate by an appropriate symbol each issue of securities whose value was determined using significant unobservable inputs.
9 Indicate by an appropriate symbol each issue of securities held in connection with open put or call option contracts, loans for short sales, or where any portion of the issue is on loan.
[81 FR 82018, Nov. 18, 2016]
>>> Regulation S-X Rule 12-15, Summary of Investments—Other than Investments in Related Parties
946-320-S99-7 The following is the text of Regulation S-X Rule 12-15, Summary of Investments—Other than Investments in Related Parties(17 CFR 210.12-15).
[The changes to the table were to indents of line items, addition of grid lines, elimination of underlines, and one addition to a line item in the body of the table.]
Reg. § 210.12-15 Summary of Investments-Other than Investments in Related Parties
[For insurance companies]
Column A |
Column B |
Column C |
Column D |
Type of investment |
Cost1 |
Value |
Amount at which shown in the balance sheet2 |
|
|
United States Government and
government agencies and authorities
|
|
|
|
States, municipalities and political subdivisions |
|
|
|
|
|
Convertibles and bonds with warrants attached3 |
|
|
|
All other corporate bonds |
|
|
|
|
Redeemable preferred stock |
|
|
|
|
|
|
|
Banks, trust and insurance companies |
|
|
|
Industrial, miscellaneous and all other |
|
|
|
Nonredeemable preferred stocks |
|
|
|
|
Mortgage loans on real estate |
|
|
|
|
|
Other long-term investments |
|
|
|
|
|
1 Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums or accrual of discounts.
2 If the amount at which shown in the balance sheet is different from the amount shown in either column B or C, state the reason for such difference. The total of this column should agree with the balance sheet.
3 All convertibles and bonds with warrants shall be included in this caption, regardless of issuer.
4 State separately any real estate acquired in satisfaction of debt.
[46 FR 54337, Nov. 2, 1981]
>>> Regulation S-X Rule 12-21, Investments in Securities of Unaffiliated Issuers
946-320-S99-8 The following is the text of Regulation S-X Rule 12-21, Investments in Securities of Unaffiliated Issuers (17 CFR 210.12-21).
Reg. § 210.12-21 Investments in Securities of Unaffiliated Issuers
Column A |
Column B |
Column C |
Column D |
Name of issuer and title of issue1 |
Balance held at close of period. Number of shares—principal amount of bonds and notes2 |
Cost of each item3,4 |
Value of each item at close of period3,5 |
1 (a) The required information is to be given as to all securities held as of the close of the period of report. Each issue shall be listed separately.
(b) Indicate by an appropriate symbol those securities which are non-income-producing securities. Evidences of indebtedness and preferred shares may be deemed to be income-producing if, on the respective last interest payment
date ordate-or
dates for the declaration of dividends prior to the date of the related balance sheet, there was only a partial payment of interest or a declaration of only a partial amount of the dividends payable; in such case, however, each such issue shall be indicated by an appropriate symbol referring to a note to the effect that, on the last interest or dividend date, only partial interest was paid or partial dividends declared. If, on such respective last interest or dividend date, no interest was paid or no dividends declared, the issue shall not be deemed to be income-producing. Common shares shall not be deemed to be income-producing unless, during the last year preceding the date of the related balance sheet, there was at least one dividend paid upon such common shares. List separately (1) bonds; (2) preferred shares; (3) common shares. Within each of these subdivisions classify according to type of business, insofar as practicable: e.g., investment companies, companies, railroads, utilities, banks, insurance companies, or industrials. Give totals for each group, subdivision, and class.
2 Indicate any securities subject to option at the end of the most recent period and state in a note the amount subject to option, the option prices, and the dates within which such options may be exercised.
3 Columns C and D shall be totaled. The totals of columns C and D should agree with the correlative amounts required to be shown by the related balance sheet captions. State in a footnote to column C the aggregate cost for Federal income tax purposes.
4 If any investments have been written down or reserved against by such companies pursuant to §
210.6-03(d)210.6-21(f)
, indicate each such item by means of an appropriate symbol and explain in a footnote.
5 Where value is determined on any other basis than closing prices reported on any national securities exchange, explain such other basis in a footnote.
[47 FR 56844, Dec. 21, 1982, as amended at 83 FR 50208, Oct. 4, 2018]
>>> Regulation S-X Rule 12-22, Investments in and Advances to Affiliates and Income Thereon
946-320-S99-9 The following is the text of Regulation S-X Rule 12-22, Investments in and Advances to Affiliates and Income Thereon (17 CFR 210.12-22).
Reg. § 210.12-22 Investment in and Advances to Affiliates and Income Thereon
Column A |
Column B |
Column C |
Column D |
| | | Column E |
Column F |
Name of issuer and title of issue or amount of indebtedness 1 |
Balance held at close of period—Number of shares—principal amount of bonds, notes and other indebtedness 2 |
Cost of each item 3,4 |
Amount at which carriedcaried at close of period 4,5 |
| | | Amount of dividends or interest 4,6 |
Amount of equity in net profit and loss for the period 7 |
(1) Credited to income |
(2) Other |
1 (a) The required information is to
behe
given as to all investments in affiliates as of the close of the period. See
§§210.6-06(1), 210.6- 06(5)(b), 210.6-06(8)(a)(2), and 210.6-06(8)(a)(3)captions 10, 13 and 20 of § 210.6-22
. List each issue and group separately (1) investments in majority-owned subsidiaries, segregating subsidiaries consolidated; (2) other controlled companies; and (3) other affiliates. Give totals for each group. If operations of any controlled companies are different in character from those of the registrant, group such affiliates within divisions (1) and (2) by type of activities.
(b) Changes during the period. If during the period there has been any increase or decrease in the amount of investment in any affiliate, state in a footnote (or if there have been changes as to numerous affiliates, in a supplementary schedule) (1) name of each issuer and title of issue; (2) balance at beginning of period; (3) gross purchases and additions; (4) gross sales and reductions; (5) balance at close of period as shown in column C. Include in such footnote or schedule comparable information as to affiliates in which there was an investment at any time during the period even though there was
nonot
investment in such affiliate as of the close of such period.
2 Indicate any securities subject to option at the end of the most recent period and state in a footnote the amount subject to option, the option prices, and the dates within which such options may be exercised.
3 If the cost in column C represents other than cash expenditure, explain.
4 (a) Columns C, D and E shall be totaled. The totals of columns C and D should agree with correlative amounts required to be shown by the related balance sheet captions. State in a footnote the aggregate cost for Federal income tax purposes.
(b) If any investments have been written down or reserved against by such companies pursuant to
§ 210.6-03(d)210.6-21(f)
, indicate each such item by means of an appropriate symbol and explain in a footnote.
5 State the basis of determining the amounts shown in Column D.
6 Show in column E(1) as to each issue held at close of period, the dividends or interest included in caption 1 of the profit and loss or income statement. In addition, show as the final item in column E(1) the aggregate dividends and interest included in the profit and loss or income statement in respect of investments in affiliates not held at the close of the period. The total of this column should agree with the amounts shown under such caption. Include in column E(2) all other dividends and interest. Explain briefly in an appropriate footnote the treatment accorded each item. Identify by an appropriate symbol all non-cash dividends and explain the circumstances in a footnote. See §§
210.6-06(3)(a)(2)210.6-22(b)
,
210.6-03(g), and
210.6-07(1)210.623(a)
.
7 The information required by column F need
by
be furnished only as to controlled companies. The equity in the net profit and loss of each person required to be listed separately shall be computed on an individual basis. In addition, there may be submitted the information required as computed on the basis of the statements of each such person and its subsidiaries consolidated.
[59 FR 65637, Dec. 20, 1994, as amended at 83 FR 50208, Oct. 4, 2018]
Amendments to Topic 948
14. Amend paragraph 948-310-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 12-29, Mortgage Loans on Real Estate
948-310-S99-1 The following is the text of Regulation S-X Rule 12-29, Mortgage Loans on Real Estate (17 CFR 210.12-29).
Reg. § 210.12-29 Mortgage Loans on Real Estate 1
(For certain real estate companies)
Column A |
Column B |
Column C |
Column D |
Column E |
Column F |
Column G |
Column H |
Description2,3,4 |
Interest rate |
Final maturity date |
Periodic payment terms5 |
Prior liens |
Face amount of mortgages |
Carrying amount of mortgages3,6,7,8,9 |
Principal amount of loans subject to delinquent principal or interest10 |
|
|
|
1 All money columns shall be totaled.
2 The required information is to be given for each individual mortgage loan which exceeds three percent of the total of column G.
3 If the portfolio includes large numbers of mortgages most of which are less than three percent of column G, the mortgages not required to be reported separately should be grouped by classifications that will indicate the dispersion of the portfolio, i.e., for a portfolio of mortgages on single family residential housing. The description should also include number of loans by original loan amounts (e.g., over $100,000, $50,000-$99,999, $20,000-$49,000, under $20,000) and type loan (e.g., VA, FHA, Conventional). Interest rates and maturity dates may be stated in terms of ranges. Data required by columns D, E and F may be omitted for mortgages not required to be reported individually.
4 Loans should be grouped by categories, e.g., first mortgage, second mortgage, construction loans, etc., and for each loan the type of property, e.g., shopping center, high rise apartments, etc., and its geographic locations should be stated.
5 State whether principal and interest is payable at level amount over life
too
f maturity or at varying amounts over life to maturity. State amount of balloon payment at maturity, if any. Also state prepayment penalty terms, if any.
6 In a note to this schedule, furnish a reconciliation, in the following form, of the carrying amount of mortgage loans at the beginning of each period for which
income
statements
of comprehensive income are required, with the total amount shown in column G:
Balance at beginning of period ................................................ $ ............................
Additions during period:
New mortgage loans................................................ $ ...............................
Other (describe) ................................... ................................ ...................
Deductions during period:
Collections of principal ............................................ $................................
Foreclosures .......................................................... ................................
Cost of mortgages sold ........................................... ................................
Amortization of premium ...........................................................................
Other (describe) ........................................ ................ ............................
Balance at close of period .................................
If additions represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly with affiliates, explain the bases of such transactions, and state the amounts involved. State the aggregate mortgages (a) renewed and (b) extended. If the carrying amount of new mortgages is in excess of the unpaid amount of the extended mortgages, explain.
7 If any item of mortgage loans on real estate investments has been written down or reserved against, describe the item and explain the basis for the write-down or reserve.
8 State in a note
toin
column G the aggregate cost for Federal income tax purposes.
9 The amount of all intercompany profits in the total of column G shall be stated, if material.
10 (a) Interest in arrears for less than 3 months may be disregarded in computing the total amount of principal subject to delinquent interest.
101
(b) Of the total principal amount, state the amount acquired from controlled and other affiliates.
[38 FR 6069, Mar. 6, 1973; 38 FR 7323, Mar. 20, 1973. Redesignated at 45 FR 63680, Sept. 25, 1980; 83 FR 50209, Oct. 4, 2018]
Amendments to Topic 962
15. Amend paragraph 962-205-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 6A, Employee Stock Purchase, Savings and Similar Plans
962-205-S99-1 The following is the text of Regulation S-X Rule 6A, Employee Stock Purchase, Savings and Similar Plans (17 CFR 210.6A-01 through 17 CFR 210.6A-05).
Rule 6A-01. Application of Rules 6A-01 to 6A-05(17 CFR 210.6A-01).
Application of §§ 210.6A-01 to 210.6A-05
(a) Sections 210.6A-01 to 210.6A-05 shall be applicable to financial statements filed for employee stock purchase, savings and similar plans.
(b) [Reserved]
[47 FR 56843, Dec. 21, 1982]
Rule 6A-02. Special Rules Applicable to Employee Stock Purchase, Savings and Similar Plans (17 CFR 210.6A-02).
The financial statements filed for persons to which this article is applicable shall be prepared in accordance with the following special rules in addition to the general rules in §§ 210.1-01 to 210.4-10. Where the requirements of a special rule differ from those prescribed in a general rule, the requirements of the special rule shall be met.
(a) Investment programs.
If the participating employees have an option as to the manner in which their deposits and contributions may be invested, a description of each investment program shall be given in a footnote or otherwise. The number of employees under each investment program shall be stated.
(b) Net asset value per unit. Where appropriate, the number of units and the net asset value per unit shall be given by footnote or otherwise.
(c) Federal income taxes.
(1) If the plan is not subject to Federal income taxes, a note shall so state indicating briefly the principal assumptions on which the plan relied in not making provision for such taxes.
(2) State the Federal income tax status of the employee with respect to the plan.
(d) Valuation of assets.
The statement of financial condition shall reflect all investments at value, showing cost parenthetically. For purposes of this rule, the term
value‟
value
” shall mean (1) market value for those securities having readily available market quotations and (2) fair value as determined in good faith by the trustee(s) for the plan (or by the person or persons who exercise similar responsibilities) with respect to other securities and assets.
[47 FR 56843, Dec. 21, 1982]
Rule 6A-03.
StatementsStatement
of Financial Condition
(17 CFR 210.6A-03).Statements of financial condition filed under this rule shall comply with the following provisions:
1. Investments in securities of participating employers. State separately each class of securities of the participating employer or employers.
2. Investments in securities of unaffiliated issuers.
(a) United States Government bonds and other obligations. Include only direct obligations of the United States Government.
(b) Other securities. State separately (1) marketable securities and (2) other securities.
3. Investments. Other than securities. State separately each major class.
4. Dividends and interest receivable.
5. Cash.
6. Other assets. State separately (a) total of amounts due from participating employers or any of their directors, officers and principal holders of equity securities; (b) total of amounts due from trustees or managers of the plan; and (c) any other significant amounts.
LIABILITIES AND PLAN EQUITYLiabilities and Plan Equity
7. Liabilities. State separately (a) total of amounts payable to participating employers; (b) total of amounts payable to participating employees; and (c) any other significant amounts.
8. Reserves and other credits. State separately each significant item and describe each such item by using an appropriate caption or by a footnote referred to in the caption.
9. Plan equity at close of period.
[27 FR 78710, Aug. 9, 1962. Redesignated at 47 FR 56843, Dec. 21, 1982]
Rule 6A-04.
StatementsStatement
of
Comprehensive Income and Changes in Plan Equity
(17 CFR 210.6A-04).
Statements of comprehensive income and changes in plan equity filed under this rule shall comply with the following provisions:
1. Net investment income.
(a) Income. State separately income from (1) cash dividends, (2) interest, and (3) other sources. Income from investments in or indebtedness of participating employers shall be segregated under the appropriate subcaption.
(b) Expenses. State separately any significant amounts.
(c) Net investment income.
2. Realized gain or loss on investments.
(a) State separately the net of gains or losses arising from transactions in (1) investments in securities of the participating employer or employers; (2) other investments in securities; and (3) other investments.
(b) State in a footnote or otherwise for each category of investment in paragraph (a) above the aggregate cost, the aggregate proceeds and the net gain or loss. State the principle followed in determining the cost of securities sold, e.g.,
average cost‟
average cost
” or
first-in, first-out.‟
first-in, first-out
.”
3. Unrealized appreciation or depreciation of investments.
(a) State the amount of increase or decrease in unrealized appreciation or depreciation of investments during the period.
(b) State in a footnote or otherwise the amount of unrealized appreciation or depreciation of investments at the beginning of the period of report, at the end of the period of report, and the increase or decrease during the period.
4. Contributions and deposits.
(a) State separately (1) total of amounts deposited by participating employees, and (2) total of amounts contributed by the participating employer or employers.
(b) If employees of more than one employer participate in the plan, state in tabular form in a footnote or otherwise the amount contributed by each employer and the deposits of the employees of each such employer.
5. Withdrawals, lapses and forfeitures. State separately (a) balances of employees’ accounts withdrawn, lapsed or forfeited during the period; (b) amounts disbursed in settlement of such accounts; and (c) disposition of balances remaining after settlement specified in (b).
6. Plan equity at beginning of period.
7. Plan equity at end of period.
[27 FR 7870, Aug. 9, 1962. Redesignated at 47 FR 56843, Dec. 21, 1982; 83 FR 50203, Oct. 4, 2018]
Rule 6A-05. What Schedules Are to be Filed (17 CFR 210.6A-05).
(a) Schedule
I of this sectionI,
specified below
, shall be filed as of the most recent audited statement of financial condition and any subsequent unaudited statement of financial condition being filed. Schedule II
of this section shall be filed as of the date of each statement of financial condition being filed. Schedule III
of this section shall be filed for each period for which a statement of
comprehensive income and changes in plan equity is filed. All schedules shall be audited if the related statements are audited.
Schedule I—Investments. A schedule substantially in form prescribed by § 210.12-12 shall be filed in support of captions 1, 2 and 3 of each statement of financial condition unless substantially all of the information is given in the statement of financial condition by footnote or otherwise.
Schedule II—Allocation of plan assets and liabilities to investment program. If the plan provides for separate investment programs with separate funds, and if the allocation of assets and liabilities to the several funds is not shown in the statement of financial condition in columnar form or by the submission of separate statements for each fund, a schedule shall be submitted showing the allocation of each caption of each statement of financial condition filed to the applicable fund.
Schedule III—Allocation of plan income and changes in plan equity to investment programs. If the plan provides for separate investment programs with separate funds, and if the allocation of income and changes in plan equity to the several funds is not shown in the statement of comprehensive income and changes in plan equity in columnar form or by the submission of separate statements for each fund, a schedule shall be submitted showing the allocation of each caption of each statement of comprehensiveincome and changes in plan equity filed to the applicable fund.
(b) [Reserved]
[45 FR 63676, Sept. 25, 1980. Redesignated at 47 FR 56843, Dec. 21, 1982, and amended at 50 FR 25215, June 18, 1985; 83 FR 50203, Oct. 4, 2018]
Amendments to Topic 970
16. Amend paragraph 970-360-S99-1 and its related heading, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 12-28, Real Estate and Accumulated DepreciationDeprecation
970-360-S99-1 The following is the text of Regulation S-X Rule 12-28, Real Estate and Accumulated
DepreciationDeprecation
(17 CFR 210.12-28).
Reg. § 210.12-28 Real Estate and Accumulated Depreciation1
(For certain real estate companies)
Column A |
Column B |
| Column C |
Column D |
Column E |
Column F |
Column G |
Column H |
Column I |
Descriptions2 |
Encum- brances |
| Initial cost to company |
Cost capitalized subsequent to aquisition acquisition |
Gross amount ofat which carried at close of period 3,4,5,6,7 |
Accumulated depreciation |
Date of construc- tion |
Date acquired |
Life on which depreciation in latest income statements of comprehensive income is computed |
Land |
Buildings and improvements |
Improve- ments |
Carrying costs |
Land |
Buildings and improvements |
Total |
1 All money columns shall be totaled.
2 The description for each property should include type of property (e.g., unimproved land, shopping center, garden apartments, etc.) and the geographical location.
3 The required information is to be given as to each individual investment included in column E except that an amount not exceeding 5 percent of the total of column E may be listed in one amount as “miscellaneous investments.”
4 In a note to this schedule, furnish a reconciliation, in the following form, of the total amount at which real estate was carried at the beginning of each period for which
income
statements
of comprehensive income are required, with the total amount shown in column E:
Balance at beginning of period .................................................................... $ ............................
Additions during period:
Acquisitions through foreclosure ............................... $ ............................
Other acquisitions........................................................
Improvements etc. ...............................................................
Other (describe) ........................................
.$
...............................
Deductions during period: .................................
Cost of real estate sold ................................ $ ............................
Other (describe) .............................................
Balance at close of period ...........................
If additions, except acquisitions through foreclosure, represent other than cash expenditures, explain. If any of the changes during the period result from transactions, directly or indirectly with affiliates, explain the bases of such transactions and state the amounts involved. A similar reconciliation shall be furnished for the accumulated depreciation.
5 If any item of real estate investments has been written down or reserved against, describe the item and explain the basis for the write-down or reserve.
6 State in a note to column E the aggregate cost for Federal income tax purposes.
7 The amount of all intercompany profits included in the total of column E shall be stated if material.
[38 FR 6068, Mar. 6, 1983. Redesignated at 45 FR 63630, Sept. 25, 1980; 83 FR 50208, Oct. 4, 2018]
Amendments to Topic 974
17. Amend paragraph 974-10-S99-1, with no link to a transition paragraph, as follows:
> SEC Rules, Regulations, and Interpretations
>> Regulation S-X
>>> Regulation S-X Rule 3-15, Special Provisions as to Real Estate Investment Trusts
974-10-S99-1 The following is the text of Regulation S-X Rule 3-15, Special Provisions as to Real Estate Investment Trusts(17 CFR 210.3-15).
(a)-(b) [Reserved](a)(1) The income statement prepared pursuant to § 210.5– 03 shall include the following additional captions between those required by § 210.5–03.15 and 16: (i) Income or loss before gain or loss on sale of properties, extraordinary items and cumulative effects of accounting changes, and (ii) gain or loss on sale of properties, less applicable income tax.
(2) The balance sheet required by § 210.5–02 shall set forth in lieu of the captions required by § 210.5–02.31(a)(3): (i) The balance of undistributed income from other than gain or loss on sale of properties and (ii) accumulated undistributed net realized gain or loss on sale of properties. The information specified in §210.3–04 shall be modified similarly.
(b) The trust’s status as a real estate investment trust under applicable provisions of the Internal Revenue Code as amended shall be stated in a note referred to in the appropriate statements. Such note shall also indicate briefly the principal present assumptions on which the trust has relied in making or not making provisions for Federal income taxes.
(c) The tax status of distributions per unit shall be stated (e. g., ordinary income, capital gain, return of capital).
[45 FR 63687, Sept. 25, 1980, as amended at 50 FR 49532, Dec. 3, 1985, 83 FR 50199, Oct. 4, 2018]
Amendments to Status Sections
18. Amend paragraph 205-10-S00-1, by adding the following item to the table, as follows:
205-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
205-10-S99-1 through S99-6 |
Amended |
2019-07 |
07/26/2019 |
19. Amend paragraph 210-10-S00-1, by adding the following item to the table, as follows:
210-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
210-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
20. Amend paragraph 220-10-S00-1, by adding the following items to the table, as follows:
220-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
220-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
220-10-S99-2 |
Amended |
2019-07 |
07/26/2019 |
21. Amend paragraph 235-10-S00-1, by adding the following item to the table, as follows:
235-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
235-10-S99-1 through S99-4 |
Amended |
2019-07 |
07/26/2019 |
22. Amend paragraph 270-10-S00-1, by adding the following item to the table, as follows:
270-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
270-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
23. Amend paragraph 470-10-S00-1, by adding the following item to the table, as follows:
470-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
470-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
24. Amend paragraph 505-10-S00-1, by adding the following items to the table, as follows:
505-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
505-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
505-10-S99-2 |
Amended |
2019-07 |
07/26/2019 |
25. Amend paragraph 810-10-S00-1, by adding the following item to the table, as follows:
810-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
810-10-S99-1 through S99-4 |
Amended |
2019-07 |
07/26/2019 |
26. Amend paragraph 932-10-S00-1, by adding the following item to the table, as follows:
932-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
932-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
27. Add paragraph 942-10-S00-1 as follows:
942-10-S00-1 The following table identifies the changes made to this Subtopic.
.
Paragraph |
Action |
Accounting Standards Update |
Date |
942-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
942-10-S99-2 |
Amended |
2019-07 |
07/26/2019 |
28. Amend paragraph 942-210-S00-1, by adding the following item to the table, as follows:
942-210-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
942-210-S99-1 |
Amended |
2019-07 |
07/26/2019 |
29. Amend paragraph 942-220-S00-1, by adding the following item to the table, as follows:
942-220-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
942-220-S99-1 |
Amended |
2019-07 |
07/26/2019 |
30. Amend paragraph 942-235-S00-1, by adding the following items to the table, as follows:
942-235-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
942-235-S99-1 |
Amended |
2019-07 |
07/26/2019 |
942-235-S99-2 |
Amended |
2019-07 |
07/26/2019 |
31. Amend paragraph 944-10-S00-1, by adding the following item to the table, as follows:
944-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
944-10-S99-1 through S99-3 |
Amended |
2019-07 |
07/26/2019 |
32. Amend paragraph 944-210-S00-1, by adding the following item to the table, as follows:
944-210-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
944-210-S99-1 |
Amended |
2019-07 |
07/26/2019 |
33. Amend paragraph 944-220-S00-1, by adding the following item to the table, as follows:
944-220-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
944-220-S99-1 |
Amended |
2019-07 |
07/26/2019 |
34. Add paragraph 944-235-S00-1 as follows:
944-235-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
944-235-S99-1 through S99-3 |
Amended |
2019-07 |
07/26/2019 |
35. Add paragraph 946-10-S00-1 as follows:
946-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-10-S99-1 through S99-3 |
Amended |
2019-07 |
07/26/2019 |
36. Add paragraph 946-205-S00-1 as follows:
946-205-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-205-S99-1 |
Amended |
2019-07 |
07/26/2019 |
37. Add paragraph 946-210-S00-1 as follows:
946-210-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-210-S99-1 through S99-3 |
Amended |
2019-07 |
07/26/2019 |
38. Amend paragraph 946-220-S00-1, by adding the following items to the table, as follows:
946-220-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-220-S99-1 |
Amended |
2019-07 |
07/26/2019 |
946-220-S99-3 |
Amended |
2019-07 |
07/26/2019 |
39. Add paragraph 946-235-S00-1 as follows:
946-235-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-235-S99-1 through S99-4 |
Amended |
2019-07 |
07/26/2019 |
40. Add paragraph 946-310-S00-1 as follows:
946-310-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-310-S99-1 |
Amended |
2019-07 |
07/26/2019 |
41. Amend paragraph 946-320-S00-1, by adding the following items to the table, as follows:
946-320-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
946-320-S99-1 through S99-9 |
Amended |
2019-07 |
07/26/2019 |
946-320-S99-5A through S99-5D |
Added |
2019-07 |
07/26/2019 |
42. Add paragraph 948-310-S00-1 as follows:
948-310-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
948-310-S99-1 |
Amended |
2019-07 |
07/26/2019 |
43. Add paragraph 962-205-S00-1 as follows:
962-205-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
962-205-S99-1 |
Amended |
2019-07 |
07/26/2019 |
44. Add paragraph 970-360-S00-1 as follows:
970-360-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
970-360-S99-1 |
Amended |
2019-07 |
07/26/2019 |
45. Add paragraph 974-10-S00-1 as follows:
974-10-S00-1 The following table identifies the changes made to this Subtopic.
Paragraph |
Action |
Accounting Standards Update |
Date |
974-10-S99-1 |
Amended |
2019-07 |
07/26/2019 |
