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Federal Publications Accounting Archive

1958

Regulation S-X: form and content of financialstatements as in effect August 20, 1958United States. Securities and Exchange Commission

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Recommended CitationUnited States. Securities and Exchange Commission, "Regulation S-X: form and content of financial statements as in effect August 20,1958" (1958). Federal Publications. 10.https://egrove.olemiss.edu/acct_fed/10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON 25, D. C.

REGULATION S-XUNDER THE

SECURITIES ACT OF 1933

SECURITIES EXCHANGE ACT OF 1934

PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

AND

INVESTMENT COMPANY ACT OF 1940

Form and Content of Financial StatementAS IN EFFECT AUGUST 20, 1958

THIS REGULATION IS PUBLISHED IN THE CODE OF FEDERAL REGULATIONS AS TITLE 17, PART 210. THUS RULE 1-01 OF THIS REGULATION IS DESIGNATED IN THE CODE AS 17, CFR 210.1-01.

U N ITED STATES

GOVERNMENT PRINTING OFFICE

W ASHINGTON : 1958

For sale by the Superintendent o f Documents, U. S. Government Printing Office, Washington 25, D. C. Price 40 cents

COMMISSIONERS

E d w a r d N. G a d sb y , Chairman A. D o w n e y O r r ic k H ar o ld C. P a t t e r s o n E a r l F. H a s t in g s J a m e s C. S a r g e n t

SECRETARY

O r v a l L . D uB o is

PRINCIPAL OFFICE OF THE COMMISSION

Washington 25, D. C., Phone, Sterling 3-7600

Mail should be addressed as follows:Securities and Exchange Commission, Washington 25, D. C.

REGIONAL AND BRANCH OFFICES

R e g i o n 1 .—New York, New Jersey.225 Broadway, New York 7, N. Y. Phone, Rector 2-6363.

Region 2.—Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, Maine.U. S. Post Office and Courthouse, Post Office Square, Boston 9, Mass. Phone, Liberty 2-5600.

Region 3.—Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and that part of Louisiana lying east of the Atchafalaya River.

1371 Peachtree Street, N.E., Atlanta 9, Ga. Phone, Trinity 4-7191.Branch, Room 440, Plaza Building, 245 S. E. First Street, Miami 32, Fla. Phone, Franklin 4-4623.

R egion 4.—Illinois, Indiana, Iowa, Kansas City (Kansas), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin. Room 630, Bankers Building, 105 West Adams Street, Chicago 3, Ill. Phone, Central 6-7390.Branches, Room 1628, Standard Building, 1370 Ontario Street, Cleveland 13, Ohio. Phone, Tower 1-5939.

Room 1074, Federal Building, Detroit 26, Mich. Phone, Woodward 3-9330. Room 1027, Main Post Office and Customhouse, 180 East Kellogg Boulevard, St. Paul 1, Minn. Phone, Capital 2-8011.

Region 5.—Oklahoma, Arkansas, Texas, that part of Louisiana lying west of the Atchafalaya River, and Kansas (except Kansas City).

Room 301, United States Courthouse, Tenth and Lamar Streets, Fort Worth 2, Tex. Phone, Edison 2-4463. Branch, Room 324, First National Bank Building, 201 Main Street, Houston 2, Texas. Phone, Capital 7-2439.

Region 6.—Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, Utah.802 Midland Savings Building, 444 17th Street, Denver 2, Colo. Phone, Keystone 4-4151.Branch, Room 201, Boston Building, Salt Lake City, Utah. Phone, Empire 4-2552, Ext. 203-204.

Region 7.—California, Nevada, Arizona, Hawaii.Room 339, Pacific Building, 821 Market Street, San Francisco 3, Calif. Phone, Yukon 6-3111.Branch, Room 1737, United States Post Office and Courthouse, 312 North Spring Street, Los Angeles 12,

Calif. Phone, Madison 5-7411.Region 8.—Washington, Oregon, Idaho, Montana, Alaska.

Room 304, 905 Second Avenue Building, Seattle 4, Wash. Phone, Main 7760.Region 9.—Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia.

Courts Building, 310-6th Street, N. W., Washington 25, D. C. Phone, Sterling 3-7600, Extension 3151.II

PREFACEThis regulation (together with the Accounting Series Releases) states the requirements applicable

to the form and content of financial statements. The instructions as to what financial statements are required to be filed are contained in the form prescribed for the respective registration statement, appli­cation for registration, or report.

Attention is directed to the General Rules and Regulations, under each of the acts, which contain certain rules of a general nature applicable to this regulation, particularly rules defining terms and rules prescribing the mode of printing and physical presentation of m atter to be filed with the Commission.

III

CONTENTS

Subject

A r t i c l e 1. A p p l ic a t io n o f R e g u la t io n S -X Rule Page1-01 A p p lic a tio n o f R e g u la tio n S -X ------------------------------ ------------- ------------------------------------------------------------------------------- --------- 11 -02 D e fin it io n s o f te rm s used in R e g u la tio n S -X -------- ---------------------------------------------------------------------------------------------------- 1

A r t ic l e 2. C e r t if ic a t io n

2 -01 Q u a lifica tio ns o f accoun tan ts_________________________________________________________________________________________ 22 -0 2 A cco u n ta n ts ’ ce rtif ica te s ------------------------------------------------------------------------------------------------------------------------------------- --------- 22 -03 C e r tif ic a tio n b y fo re ig n g o ve rnm en t a u d ito rs --------------------------------------------------------------------------------------------------- --------- 32 -0 4 C e r tif ic a tio n o f fin a n c ia l s ta tem en ts o f persons o th e r th a n th e re g is tra n t-------------------------------------------------------------- 32 -05 C e rtif ic a tio n o f fin a n c ia l s ta tem en ts b y m ore th a n one a c c o u n ta n t------------------------------------------------------------------------ 3

A r t ic l e 3. R u l e s o f G e n e r a l A p p l ic a t io n

3-01 F o rm , o rder, and te rm in o lo g y __________________________________________________________________________________ ______33 -0 2 Ite m s n o t m a te r ia l______________________________________________________________________________________________ ______33 -0 3 In a p p lic a b le cap tions and om ission o f u n re q u ire d o r in a p p lica b le fin a n c ia l s ta te m e n ts ------------------------------ ---------33 -0 4 O m ission o f s u b s ta n tia lly id e n tic a l no tes___________________________________________________________________43 -0 5 O m ission o f names o f c e rta in subsid ia ries_______________________________________________ ______ _____________________43 -0 6 A d d it io n a l in fo rm a tio n _____________________________________________________________________ ____________________ ______43 -0 7 Changes in a ccoun ting p rin c ip le s and p ractices and re tro a c tiv e a d ju s tm e n ts o f accounts -------------------------- ---------43 -0 8 S u m m a ry o f a ccoun ting p rin c ip le s a nd p rac tices-------------------------------------------------------------------------------------------------------43 -0 9 C onvers ion o f ite m s in fo re ig n cu rrenc ies--------------------------------------------------------------------------------------------------------- ---------43 -1 0 O pening balances______________________________________________________________________________________________________43 -11 V a lu a tio n and q u a lify in g reserves________________________________________________ _____________________________ ______43 -1 2 Basis o f d e te rm in in g am oun ts— book v a lu e --------------------------------------------------------------------------------------------------------------43 -1 3 C u rre n t assets__________________________ ______________________________________________________________________________53 -1 4 C u rre n t l ia b il i t ie s _________________________________________________________ ______________________________________ ______53 -1 5 R eacqu ired evidences o f indebtedness_________________________________________________________________________ ______53 -1 6 R eacqu ired shares_____________________________________________________________________________________________________53 -1 7 D is c o u n t on c a p ita l shares_____________________________________________________________________________________ ______53 -1 8 C o m m itm e n ts ___________________________________________________________________________________________________ ______53 -1 9 G enera l notes to balance sheets_____________________________________________________________________________ ________53 -2 0 G enera l notes to p ro f it and loss s ta te m e n ts___________________________________________________________________ ______6

A r t ic l e 4. C o n s o l id a t e d a n d C o m b in e d St a t e m e n t s

4-01 A p p lic a tio n o f a rt ic le 4_________________________________________________________________________________________ _____ 74 -0 2 C onso lida ted sta tem en ts o f th e re g is tra n t and its subs id ia ries --------------------------------------------------------------------------------74 -0 3 G roup s ta tem en ts o f subsid iaries n o t conso lida ted ___________________________________________________________ _____ 74—04 S ta tem en t as to p rin c ip le o f conso lida tion o r co m b in a tio n fo llo w e d -------------------------------------------------------------- ---------74 -05 R e co n c ilia tio n o f in ve s tm e n t o f p a re n t in subsid iaries and 50-percent ow ned persons and e q u ity o f

p a re n t in th e ir n e t assets____________________________________________________________________________________ _____ 74 -0 6 R e co n c ilia tio n o f d iv id e n d s rece ived fro m , a n d earn ings of, unconso lida ted subs id ia ries-------------------------------------74 -07 M in o r i ty in te re s ts______________________________________________________________________________ ________________ _____ 84 -0 8 In te rc o m p a n y item s and tra n sa c tio n s_________________________________________________________________________ _____ 84 -0 9 Special requ irem en ts as to insurance com panies__________________________________________________________ — 84—10 Special requ irem en ts as to reg is tra n ts w h ich are b a n k h o ld in g com pan ies--------------------------------------------------- ---------84—12 Special requ irem en ts as to b a n ks______________________________________________________________________________ _____ 8

A r t ic l e 4. C o n s o l id a t e d a n d C o m b in e d St a t e m e n t s

4 -13 Special requ irem en ts as to p u b lic u t i l i t y h o ld in g com panies______________________________________________________ 84—14 Special requ irem en ts as to com m ercia l, in d u s tr ia l and m in in g com panies in the p ro m o tio n a l, e xp lo ra to ry ,

o r deve lopm en t stage to a rtic le 5 A _______________________________________________________________________________ 8v

99

1112

15151617181818

19192123242525262627

28282829

3030323336

373737383939

404041

CONTENTS

Subject

Article 5. Commercial and I ndustrial Companies

Application of article 5_________________- --------------------- -------------------------------------------------------------Balance sheets_________________________________________________________________________________Profit and loss or income statements_____________________________________________________________What schedules are to be filed------- -------- ----------------------- -----------------------------------------------------------

Article 5A. Commercial, I ndustrial, and Mining Companies in the Promotional, Exploratory,or D evelopment Stage

Application of article 5A_------------------------- ---------------------------------------------------------------------------------Statement of assets and unrecovered promotional, exploratory, and development costs-----------------------Statement of liabilities------------------------------ --------------------------------------------------------------------------------Statement of capital shares----------------------------- ----------------------------------------------- ----------------------------Statement of other securities ------------------- -------------------------Statement of cash receipts and disbursements_____________________ ______________________ ________What schedules are to be filed________ _________ _____- ------- --------------- ------------ ----------------------------

Article 6. Management Investment Companies

Application of article 6...................................... -------------------------------------------------Special rules applicable to management investment companies--------------------------------------------------------Balance sheet; statements of assets and liabilities----------------- ----------------------------------------- ---------------Statement of income and expense____________________________________________________ -----------------Statement of realized gain or loss on investments. . .......................... .................................................. ..................Statement of unrealized appreciation or depreciation of investments-------------------- ----------------------------Surplus statements..... ............ ...................... .............. . . ............ .................................................. ........ .......................Statement of changes in net assets.................................. ............................... ............ .......... .....................................Statements of sources of net assets. .................... ........................................ .......... ...................................................What schedules are to be filed___________________________________________________________________

Article 6A. U nit Investment TrustsApplication of article 6A________________________________________________________________________Statements of condition_________________________________________________________________________Statements of income and distributable funds ------------------What schedules are to be filed_________________ ______ ________ ______________ ___________________

Article 6B. Face-Amount Certificate Investment Companies

Application of article 6B________________________ _________ __________ _________________ _________Special rules applicable to a face-amount certificate investment companies__________________________Balance sheets____ _____________ ___________ ___________________________________________________Profit and loss or income statements----- -------------- -------------------- --------- --------------- --------------------------What schedules are to be filed .............................................. ............................................................. .......................

Article 7. I nsurance Companies Other Than Life and Title I nsurance Companies

Application of article 7_____ _____________________________ ____________ __________________________General requirement______ __________ _____________________________ ________ ____________________Balance sheets____________ _____ ________ ______________ ________________________________________Statement of non-admitted assets. ______ ________________________________________________________Profit and loss or income statements.____________________________________________________________What schedules are to be filed............................. ............ - ----------------------- --------------------------------------------

Article 8. Committees Issuing Certificates of D eposit

Application of article 8_____________________________________________ ______ _____________________Statements of assets and liabilities_______ _______________________________________________________Statements of cash receipts and disbursements___________________________________________________

VI

Rule6-015-025-035-04

5A-015A-025A-035A-045A-055A-065A-07

6-01 6- 02 6-03 6-04 6-05 6-06 6-07 6-08 6-09 6-10

6-10A6-116-126-13

6-206-216-226-236-24

7-01 7-02 7-03 7-04 7-057-06

8-01 8-02 8-03

Page

CONTENTS VII

Subject

Rule A r t i c l e 9. B a n k H o ld in g C om pan ies a n d B a n k s Page

9-01 A p p lic a tio n o f a rtic le 9_________________________________________________________________________________________ ____ 429 -0 2 Balance sheets o f b a n k h o ld in g com panies---------------------------------------------------------------------------------------------------------------429 -0 3 P ro f it and loss o r incom e s ta tem en ts o f b a n k h o ld in g com panies--------------------------------------------------------------------------429 -0 4 W h a t schedules are to be file d fo r b a n k h o ld in g com panies-----------------------------------------------------------------------------------429 -0 5 S ta tem en ts o f b a n ks__________________________________________________________________________________________- - 42

A r t ic l e 10. N a t u r a l P erso ns

10-01 F in a n c ia l s ta tem en ts o f n a tu ra l persons---------------------------------- ------------- ------------------- ---------------------------------------- -------43

A r t ic l e 11. C o n t e n t of St a t e m e n t o f Su r p l u s

11-01 A p p lic a tio n o f a rt ic le 11 _______________________________________________ __________________________ ___________ ____ 4411-02 S ta te m en t o f su rp lus____________________________________________________________________________________________ ____ 44

A r t ic l e 12. F o r m a n d C o n t e n t o f Sc h e d u l e s

G e n e r a l

12-01 A p p lic a tio n o f a rt ic le 12________________________________________________________________________________________ ____ 4512-02 M a rk e ta b le securities— o th e r se cu rity in ve s tm e n ts___________________________________________________________ ____ 4512-03 A m o u n ts due fro m d irec to rs , officers, and p r in c ip a l ho lders o f e q u ity securities o th e r th a n a ffilia te s ---------- -------4512-04 In ve s tm e n ts in securities o f a f f i l ia te s .------------------------------------------------------------------------------------------------------------- ------ 4612-05 Indebtedness o f a ff ilia te s ---------------------- ,------------------------------------------------------------------------------------------------------------- ------ 4612-06 P ro p e rty , p la n t, and e q u ip m e n t_______________________________________________________________________________ ____ 4712 -0 6 A U nrecovered cost in cu rre d in th e p ro m o tio n a l, e xp lo ra to ry , and deve lopm en t s ta g e .--------------------------------- ------ 4812-07 Reserves fo r dep rec ia tion , dep le tion , a nd a m o rtiz a tio n o f p ro p e rty , p la n t, and e q u ip m e n t----------------------- ------ 4912-08 In ta n g ib le assets------------------------------------------------------------------------------------------------------------------------------------------------- ------ 4912-09 Reserves fo r dep rec ia tion a nd a m o rtiz a tio n o f in ta n g ib le assets-------------------------------------------------------------------- ------ 5012-10 Bonds, m ortgages, and s im ila r d e b t------ ------------------- ’. --------------------------------------------------------------------------------------------- 5012-11 Indebtedness to a ffilia tes— n o t c u rre n t_________________________________________________ ______________________ ____ 5112-12 G uarantees o f securities o f o th e r issuers___________________________________________________________________________ 5112-13 Reserves__________________ ______________________________________________________________________________________ ____ 5212-14 C a p ita l shares__________________________________________________________________ ________________________________ ____ 5212-15 W a rra n ts o r r ig h ts ______________________________________________________________________________________ _______ ____ 5312-16 S upp lem en ta ry p ro f it a nd loss in fo rm a tio n -------------------------------------------------------- ---------------------------------------------- ------ 5312-17 Incom e fro m d iv idends— e q u ity in n e t p ro f it and loss o f a ffilia te s ----------------------------------------------------------------------- 54

F or M a n a g e m e n t I n v e s t m e n t C o m p a n ie s

12-19 In ve s tm e n ts in securities o f u n a if ilia te d issuers___________________________________________________________________ 5512-21 In ve s tm e n ts— o th e r th a n secu ritie s________________________________________________________________________________ 5612-22 In ve s tm e n ts in a ff i l ia te s .___________________ _______________________________________________________ _______________ 57

F or I n s u r a n c e C o m p a n ie s Ot h e r T h a n L if e a n d T it l e I n s u r a n c e C o m p a n ie s

12-23 R ea l estate ow ned a nd ren ts e a rn e d .---- ------------------------------------------------------------------------------------------------------------ ------ 5812-24 M ortg a g e loans on rea l estate and in te re s t earned on m ortgages------------------------------------------------------------------------- 5912-25 Bonds and in te re s t earned on bonds_______________________________________________________________________________ 6012-26 Stocks— o th e r th a n s tock o f a ffilia tes and incom e fro m d iv idends th e re o n _________________________________ ____ 6112-27 S um m ary o f inves tm en ts in securities— o th e r th a n securities o f a ffilia te s_______________________________________ 6212-28 In ve s tm e n ts in stocks o f a ffilia te s a nd incom e fro m d iv idends the re o n _____________________________________ ____ 6312-29 P rem ium s, losses, and com m issions------------------------------------------------------------------------------------------------------------------- ------ 6312-30 D ue and to become due fo r bo rrow ed m oney___________________ _____________________________________________ ____ 6412-31 P ro f it and loss on sale o r m a tu r ity o f in v e s tm e n ts ___________________________________________________________ ____ 64

F or B a n k H o l d in g C o m p a n ie s

12-32 In ve s tm e n ts in securities o f a ffilia tes— bonds_______________________________---------------------------------------------------------- 65

Subject

F o b A l l U n i t I n v e s t m e n t T r u s t s , a n d F o b T h o s e U n i n c o r p o r a t e d M a n a g e m e n t Rule I n v e s t m e n t C o m p a n i e s W h i c h A b e I s s u e r s o f P e r i o d i c P a y m e n t P l a n C e r t i f i c a t e s

12-33 Investment in securities______________________________________________________________13-34 Trust shares__________ ____ ________________________________________________________

F o r F a c e - A m o u n t C e r t i f i c a t e I n v e s t m e n t C o m p a n i e s

12-35 Investments in securities of unaffiliated issuers__________________________________________12-36 Investments in and advances to affiliates and income thereon_____________________________12-37 Mortgage loans on real estate and interest earned on mortgages___________________________12-38 Real estate owned and rental income__________________________________________________12-39 Supplementary profit and loss information______________________________________________12-40 Certificate reserves_______ __________________________________________________________12-41 Qualified assets on deposit____________________________________________________________

VIII CONTENTS

Page6667

676869707172 72

ARTICLE I. APPLICATION OF REGULATION S-X

Rule 1-01. Application of Regulation S-X.(a) This regulation (together with the Account­

ing Series Releases) states the requirements appli­cable to the form and content of all financial statements required to be filed as part of—

(1) Registration statements under the Securities Act of 1933, filed on form S - 1, S-2, S-3, S-4,S-5, or S-6, except as otherwise specifically pro­vided in such forms;

(2) Applications for registration of securities under the Securities Exchange Act of 1934, filed on form 8-A, 8-B , 10 or 14;

(3) Supplemental or periodic reports under section 13 of the Securities Exchange Act of 1934 filed on form 8-K , 10-K, 14-K, 16-K, or U 5-S;

(4) Supplemental or periodic reports under section 15 (d) of the Securities Exchange Act of 1934, filed on form 8-K , 10-K, 2-M D, 4-M D, or U5-S; and

(5) Registration statements and annual reports filed under the Public Utility Holding Company Act of 1935 by public utility holding companies registered under such Act; and

(6) Registration statements and annual reports under the Investment Company Act of 1940.

(b) The term “financial statements” as used in this regulation shall be deemed to include all supporting schedules.

Rule 1-02. Definitions of Terms Used in Regula­tion S-X.

Unless the context otherwise requires, terms defined in the General Rules and Regulations or in the instructions to the applicable form, when used in regulation S-X, shall have the re­spective meanings given in such instructions or rules. In addition the following terms shall have the meanings indicated in this rule unless the context otherwise requires:

A ffilia te.—An “affiliate” of, or a person “affil­iated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

470359 O— 58------- 2

Bank holding company.—The term “bank holding company” means a person which is engaged, either directly or indirectly, primarily in the business of owning securities of banks, for the purpose and with the effect of exercising control.

Control.—The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

Equity security.—The term “equity security” means any stock or similar security; or any security convertible, with or without considera­tion, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.

Fifty-percent owned person.—The term “fifty- percent owned person” means a person in respect of which the registrant owns directly or indirectly approximately 50% of the voting securities and approximately 50% of the voting securities of such person is owned directly or indirectly by another single interest.

M ajority-owned subsidiary.—The term “ma­jority-owned subsidiary” means a subsidiary more than fifty percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary’s parent and/or one or more of the parent’s other majority- owned subsidiaries.

M ateria l.—The term “material,” when used to qualify a requirement for the furnishing of infor­mation as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the security registered.

Parent.—A “parent” of a specified person is an affiliate controlling such person directly, or in­directly through one or more intermediaries.

A rticle 1 Rule 1-021

2 SECURITIES AND EXCHANGE COMMISSION

Principal holders of equity securities.—Theterm “principal holders of equity securities,” used in respect of a particular registration statement or report, means the persons named in the item of such statement or report calling for holders of record or beneficial owners of more than 10 percent of any class of equity securities. If the particular statement or report contains no such item, the term means the persons named in the most recent related registration statement, application or report of the registrant which contains such an item.

Registrant.—The term “registrant” means the issuer of the securities for which an application, a registration statement, or a report is filed.

Significant subsidiary.—The term “significant subsidiary” means a subsidiary meeting any one of the following conditions:

(а) The assets of the subsidiary, or the invest­ments in and advances to the subsidiary by its parent and the parent’s other subsidiaries, if any, exceed 15 percent of the assets of the parent and its subsidiaries on a consolidated basis.

(b) The sales and operating revenues of the

subsidiary exceed 15 percent of the sales and operating revenues of its parent and the parent’s subsidiaries on a consolidated basis.

(c) The subsidiary is the parent of one or more subsidiaries and together with such subsidiaries would, if considered in the aggregate, constitute a significant subsidiary.

Subsidiary.—A “subsidiary” of a specified person is an affiliate controlled by such person directly, or indirectly through one or more inter­mediaries.

Totally-held subsidiary.—The term “totally- held subsidiary” means a subsidiary (a) substan­tially all of whose outstanding securities are owned by its parent and/or the parent’s other totally- held subsidiaries, and (b) which is not indebted to any person other than its parent and/or the par­ent’s other totally-held subsidiaries, in an amount which is material in relation to the particular sub­sidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation, whether evidenced by securities or not.

ARTICLE 2. CERTIFICATION

Rule 2-01. Qualifications of Accountants.

(а) The Commission will not recognize any person as a certified public accountant who is not duly registered and in good standing as such under the laws of the place of his residence or principal office. The Commission will not recognize any person as a public accountant who is not in good standing and entitled to practice as such under the laws of the place of his residence or principal office.

(b) The Commission will not recognize any certified public accountant or public accountant as independent who is not in fact independent. For example, an accountant will be considered not independent with respect to any person or any of its parents or subsidiaries in whom he has, or had during the period of report, any direct financial interest or any material indirect financial interest; or with whom he is, or was during such period, connected as a promoter, underwriter, voting trustee, director, officer, or employee.

(c) In determining whether an accountant may in fact be not independent with respect to a Article 2 Rule 2-02

particular person, the Commission will give appropriate consideration to all relevant circum­stances, including evidence bearing on all rela­tionships between the accountant and that person or any affiliate thereof, and will not confine itself to the relationships existing in connection with the filing of reports with the Commission.

Rule 2-02. Accountants’ Certificates.(a) Technical requirements.—The accountant’s

certificate shall be dated, shall be signed manually, and shall identify without detailed enumeration the financial statements covered by the certificate.

(b) Representations as to the audit.—The accountant’s certificate (i) shall state whether the audit was made in accordance with generally accepted auditing standards; and (ii) shall desig­nate any auditing procedures generally recognized as normal, or deemed necessary by the accountant under the circumstances of the particular case, which have been omitted, and the reasons for their omission.

Nothing in this rule shall be construed to imply authority for the omission of any procedure which

REGULATION S -X 3

independent accountants would ordinarily employ in the course of an audit made for the purpose of expressing the opinions required by paragraph (c) of this rule.

(c) Opinions to be expressed.—The account­ant’s certificate shall state clearly: (i) the opinion of the accountant in respect of the financial state­ments covered by the certificate and the account­ing principles and practices reflected therein; (ii) the opinion of the accountant as to any material changes in accounting principles or practices or method of applying the accounting principles or practices, or adjustments of the accounts, required to be set forth by rule 3-07; and (iii) the nature of, and the opinion of the accountant as to, any material differences between the accounting principles and practices reflected in the financial statements and those reflected in the accounts after the entry of adjustments for the period under review.

(d) Exceptions.—Any matters to which the accountant takes exception shall be clearly identi­fied, the exception thereto specifically and clearly stated, and, to the extent practicable, the effect of each such exception on the related financial statements given.

Rule 2-03. Certification by Foreign Government Auditors.

Notwithstanding any requirements as to certi­fication by independent accountants, the financial statements of any foreign governmental agency

ARTICLE 3. RULES OF Rule 3-01. Form, Order, and Terminology.

(а) Financial statements may be filed in such form and order, and may use such generally ac­cepted terminology, as will best indicate their significance and character in the light of the pro­visions applicable thereto.

(b) All money amounts required to be shown in financial statements may be expressed in even dollars or thousands of dollars, provided that, in the latter case, an indication to that effect is inserted immediately beneath the caption of the statement or schedule, or at the top of each money column. The individual amounts shown need not be adjusted to the nearest dollar or thousand if in a note it is stated that the failure of the items

may be certified by the regular and customary auditing staff of the respective government, if public financial statements of such governmental agency are customarily certified by such auditing staff.

Rule 2-04 . Certification of Financial Statements of Persons Other Than the Registrant.

If a registrant is required to file financial state­ments of any other person, such statements need not be certified if certification of such statements would not be required if such person were itself a registrant.

Rule 2-05. Certification of Financial Statements by More Than One Accountant.

If, with respect to the certification of the financial statements of any person, the principal accountant relies on an examination made by another independent public accountant of cer­tain of the accounts of such person or its sub­sidiaries, the certificate of such other account­ant shall be filed (and the provisions of rules 2-01 and 2-02 shall be applicable thereto); however, the certificate of such other accountant need not be filed (a) if no reference is made directly or indirectly to such other accountant’s examination in the principal accountant’s certificate, or (b) if, having referred to such other accountant’s exam­ination, the principal accountant states in his certificate that he assumes responsibility for such other accountant's examination in the same manner as if it had been made by him.

GENERAL APPLICATIONto add to the totals shown is due to the dropping of amounts less than $1.00 or $1,000, as appro­priate.

Rule 3-02. Items Not Material.If the amount which would otherwise be re­

quired to be shown with respect to any item is not material, it need not be separately set forth in the manner prescribed.

Rule 3-03. Inapplicable Captions and Omission of Unrequired or Inapplicable Financial State­ments.

(a) No caption need be shown in any financial, statement as to which the items and conditions are not present.

A rticle 3 Rule 3-03

4 SECURITIES AND EXCHANGE COMMISSION

(b) Financial statements not required or inap­plicable because the required matter is not present need not be filed.

(c) Financial statements omitted and the rea­sons for their omission shall be indicated in the list of financial statements required by the appli­cable form.

Rule 3-04. Omission of Substantially Identical Notes.

If a note covering substantially the same subject matter is required with respect to two or more financial statements, the required information may be shown in a note to only one of such state­ments provided that a clear and specific reference thereto is made in each of the other statements with respect to which the note is required.

Rule 3-05. Omission of Names of Certain Sub­sidiaries.

Notwithstanding the requirements as to par­ticular statements, subsidiaries, the names of which are permitted to be omitted from the list of affiliates required by the applicable form, need not be named in any financial statement. Rea­sonable grouping of such subsidiaries may be made, with an explanatory group caption which shall state the number of subsidiaries included in the group.

Rule 3-06. Additional Information.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. This rule shall be applicable to all statements required to be filed, including copies of state­ments required to be filed in the first instance with other governmental agencies.

Rule 3-07. Changes in Accounting Principles and Practices and Retroactive Adjustments of Accounts.

(a) Any change in accounting principle or practice, or in the method of applying any ac­counting principle or practice, made during any period for which financial statements are filed which affects comparability of such financial statements with those of prior or future periods,

and the effect thereof upon the net income for each period for which financial statements are filed, shall be disclosed in a note to the appropriate financial statement.

( b ) Any material retroactive adjustment made during any period for which financial statements are filed, and the effect thereof upon net income of prior periods shall be disclosed in a note to the appropriate financial statement.

Rule 3-08. Summary of Accounting Principles and Practices.

Information required in notes as to accounting principles and practices reflected in the financial statements may be presented in the form of a single statement. In such case specific references shall be made in the appropriate financial state­ments to the applicable portion of such single statement.

Rule 3-09. Conversion of Item s in Foreign Cur­rencies.

The basis of conversion of all items in foreign currencies shall be stated, and the amount and disposition of the resulting unrealized profit or loss shown.

Rule 3-10. Opening Balances.Instructions which permit the balance of an

account at the beginning of the period for which financial statements are being filed to be “as per the accounts" shall not be applicable with respect to companies which have previously filed financial statements under the Securities Act of 1933 or the Securities Exchange Act of 1934. As to such companies, however, balances as per accounts may be taken as of the close of the most recent period for which certified financial statements are on file.

Rule 3-11. Valuation and Qualifying Reserves.Valuation and qualifying reserves shall be shown

separately in the financial statements as deductions from the specific assets to which they apply.

Rule 3-12. Basis of Determining Amounts— Book Value.

If an instruction requires a statement as to “the basis of determining the amount,” the basis shall be stated specifically. The term “book value” will not be sufficiently explanatory unless, in a particular instruction, it is stated to be acceptable with respect to a particular item.

A rticle 3 Rule 3-12

REGULATION S -X 5

Rule 3-13. Current Assets.Items classed as current assets shall be generally

realizable within one year. However, generally recognized trade practices may be followed with respect to the inclusion of items such as install­ment receivables or inventories long in process, provided an appropriate explanation of the cir­cumstances is made and, if practicable, an esti­mate is given of the amount not realizable within one year.

Rule 3-14 . Current Liabilities.Items due and payable within one year shall

in general be classed as current liabilities. How­ever, generally recognized trade practices may be followed with respect to the exclusion of items such as customers' deposits and deferred income, provided an appropriate explanation of the circumstances is made.

Rule 3-15. Reacquired Evidences of Indebtedness.Reacquired evidences of indebtedness shall be

shown separately as a deduction, under the appro­priate liability caption. However, reacquired evidences of indebtedness held for pension and other special funds not related to the particular issues may be shown as assets of such funds, provided that there be stated parenthetically the amount of such evidences of indebtedness, the cost thereof, and the amount at which carried.

Rule 3-16. Reacquired Shares.Reacquired shares shall be shown separately

as a deduction from capital shares, or from the total of capital shares and surplus, or from surplus, at either par or stated value, or cost, as circumstances require.Rule 3-17. Discount on Capital Shares.

Discount on capital shares, or any unamortized balance thereof, shall be shown separately as a deduction from capital shares or from surplus, as circumstances require.Rule 3-18 . Commitments.

(a) If material in amount the pertinent facts relative to firm commitments for the acquisition of permanent investments and fixed assets and for the purchase, repurchase, construction, or rental of assets under long-term leases shall be stated briefly in the balance sheet or in footnotes referred to therein.

(b) Where the rentals or obligations under long-term leases are material there shall be shown the amounts of annual rentals under such leases with some indication of the periods for which they are payable, together with any important obliga­tion assumed or guarantee made in connection therewith. If the rentals are conditional, state the minimum annual amounts.

Rule 3-19. General Notes to Balance Sheets.If present in regard to the person for which the

statement is filed the following shall be set forth in the balance sheet or in notes thereto:

(a) Assets subject to lien.—The amounts of assets mortgaged, pledged, or otherwise subject to lien shall be designated and the obligations secured shall be briefly identified. However, in the case of commercial, industrial, and public utility companies this rule need not be followed with respect to assets (other than current assets and securities) given as security for bonds, mort­gages, and similar debt.

(b) Intercompany profits and losses.—The effect upon any balance sheet item of profits or losses resulting from transactions with affiliated com­panies shall be stated. If impracticable of accurate determination, without unreasonable effort or expense, give an estimate or explain.

(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, shall be stated. Notation of such default or breach of covenant shall be made in the balance sheet.

(d) Preferred shares.—(1) If callable, the date or dates and the amount

per share at which such shares are callable shall be stated.

(2) Arrears in cumulative dividends per share and in total for each class of shares shall be stated.

(3) Preferences on involuntary liquidation, if other than the par or stated value, shall be shown. When the excess involved is material there shall be shown (i) the difference between the aggregate preference on involuntary liquidation and the aggregate par or stated value; (ii) a statement that this difference, plus any arrears in dividends, exceeds the sum of the par or stated value of the

A rticle 3 Rule 3-19

6 SECURITIES AND EXCHANGE COMMISSION

junior capital shares and the surplus, if such is the case; and (iii) a statement as to the existence, or absence, of any restrictions upon surplus growing out of the fact that upon involuntary liquidation the preference of the preferred shares exceeds its par or stated value.

(e) Pension and retirement plans.—(1) A brief description of the essential pro­

visions of any employee pension or retirement plan shall be given.

(2) The estimated annual cost of the plan shall be stated.

(3) If a plan has not been funded or otherwise provided for, the estimated amount that would be necessary to fund or otherwise provide for the past service cost of the plan shall be disclosed.

(f) Restrictions which lim it the availab ility of surplus fo r dividend purposes.—Describe any such restriction, other than as reported in (d) above, indicating briefly its source, its pertinent provisions, and, where appropriate and deter­minable, the amount of the surplus so restricted.

(g) Contingent liab ilitie s .—A brief statement as to contingent liabilities not reflected in the balance sheet shall be made. In the case of guaran­tees of securities of other issuers a reference to the appropriate schedule shall be included.

Rule 3-20. General Notes to Profit and Loss Statements.

If present in regard to the person for which the statement is filed, the following shall be set forth in the profit and loss statement or in notes thereto:

(а) Instalm ent or deferred sales.—If sales are made on a deferred basis, such as instalment sales or sales of equipment long in process of manu­facture, the basis of taking profits into income shall be stated.

(b) Intercompany profits and losses.—The amount of any profits or losses resulting from transactions between affiliated companies shall be stated. If impracticable of determination without unreasonable effort and expense, give an estimate or explain.

(c) Depreciation, depletion, obsolescence, and amortization.—State for the period for which Article 3 Rule 3-20

profit and loss statements are filed, the policy followed with respect to—

(1) The provision for depreciation, depletion, and obsolescence of physical properties or reserves created in lieu thereof, including the methods and, if practicable, the rates used in computing the annual amounts;

(2) The provision for depreciation and amorti­zation of intangibles, or reserves created in lieu thereof, including the methods and, if practicable, the rates used in computing the annual amounts;

(3) The accounting treatment for maintenance, repairs, renewals, and betterments; and

(4) The adjustment of the accumulated re­serves for depreciation, depletion, obsolescence, amortization or reserves in lieu thereof, at the time the properties are retired or otherwise dis­posed of, including the disposition made of any profit or loss on sale of such properties.

(d) Capital Stock Optioned to Officers and Employees.—

(1) A brief description of the terms of each option arrangement shall be given, including (i) the title and amount of securities subject to option; (ii) the year or years during which the options were granted; and (iii) the year or years during which the optionees became, or will become, entitled to exercise the options.

(2) State (a) the number of shares under option at the balance sheet date, and the option price and the fair value thereof, per share and in total, at the dates the options were granted; (b) the number of shares with respect to which options became exercisable during the period, and the option price and the fair value thereof, per share and in total, at the dates the options became exercisable; and (c) the number of shares with respect to which options were exercised during the period, and the option price and the fair value thereof, per share and in total, at the dates the options were exercised. The required informa­tion may be summarized as appropriate with respect to each of these categories.

(3) State the basis of accounting for such option arrangements and the amount of charges, if any, reflected in income with respect thereto.

REGULATION S -X 7

ARTICLE 4. CONSOLIDATED AND COMBINED STATEMENTS

Rule 4-01. Application of Article 4.This article shall govern the preparation of

consolidated and combined statements.

Rale 4-02. Consolidated Statements of the Regis­trant and Its Subsidiaries.

The registrant shall follow in the consolidated statements principles of inclusion or exclusion which will clearly exhibit the financial condition and results of operations of the registrant and its subsidiaries: Provided, however, That—

(а) The registrant shall not consolidate any subsidiary which is not a majority-owned sub­sidiary;

(b) If the statements of a subsidiary are as of a date or for periods different from those of the registrant, such subsidiary may be consolidated only if all the following conditions exist: (1) Such difference is not more than 93 days; (2) the closing date of the subsidiary is expressly in­dicated; (3) the necessity for the use of different closing dates is briefly explained; and (4) any changes in the respective fiscal periods of the registrant and the subsidiary made during the period of report are clearly indicated, together with the manner of treatment;

(c) Consolidation o f foreign subsidiaries.—Due consideration shall be given to the propriety of consolidating with domestic corporations foreign subsidiaries whose operations are effected in terms of restricted foreign currencies. If consoli­dated, disclosure should be made as to the effect, insofar as this can be reasonably determined, of foreign exchange restrictions upon the consoli­dated financial position and operating results of the registrant and its subsidiaries.

Rule 4-03. Group Statements of Subsidiaries Not Consolidated.

For majority-owned subsidiaries not consoli­dated with the registrant there may be filed statements in which such subsidiaries are consoli­dated or combined in one or more groups pursuant to principles of inclusion or exclusion which will clearly exhibit the financial condition and results of operations of, the group or groups. If it is es­sential to a properly summarized presentation of the facts, such consolidated or combined state­ment shall be filed.

Rule 4-04. Statement as to Principle of Consoli­dation or Combination Followed.

(a) The principle adopted in determining the inclusion and exclusion of subsidiaries in each c onsolidated balance sheet and in each group balance sheet of unconsolidated subsidiaries shall be stated in a note to the respective balance sheet.

(b) As to each consolidated statement and as to each group statement of unconsolidated sub­sidiaries, a statement shall be made as to whether there have been included or excluded any persons not similarly treated in the corresponding state­ment for the preceding fiscal period filed with the Commission. If the answer to the foregoing is in the affirmative, the names of such persons shall be given.

Rule 4-05. Reconciliation of Investment of Parent in Subsidiaries and Fifty-Percent Owned Persons and Equity of Parent in Their Net Assets.

(a) Consolidated subsidiaries.—There shall be set forth in a note to each consolidated balance sheet filed a statement of any difference between the investment in subsidiaries consolidated, as shown by the parent’s books, and the parent’s equity in the net assets of such subsidiaries, as shown by the books of the latter. If any such difference exists, there shall be set forth the amount of the difference and the disposition made thereof in preparing the consolidated statements, naming the balance sheet captions and stating the amount included in each.

(b) Subsidiaries not consolidated.—A state­ment shall be made of the amount of any difference between the investment of the parent and its consolidated subsidiaries, as shown by their books, in the unconsolidated subsidiaries and fifty-percent owned persons for which statements are filed and the equity of such persons in the net assets of such unconsolidated subsidiaries, and fifty-percent owned persons, as shown by the books of the latter.

Rule 4-06. Reconciliation of Dividends Received From, and Earnings of, Unconsolidated Sub­sidiaries.

The proportion of the sum of, or difference between, current earnings or losses and the divi­dends declared or paid by the unconsolidated

Article 4 Rule 4 -0 6

8 SECURITIES AND EXCHANGE COMMISSION

subsidiaries required to be included in the schedule prescribed by rule 12-17 that is applicable to the parent and its consolidated subsidiaries shall be set forth in a note to each consolidated profit and loss statement.Rule 4-07. Minority Interests.

(а) Minority interests in the net assets of sub­sidiaries consolidated shall be shown in each consolidated balance sheet. Separation shall be made between the minority interest in the capital and in the surplus.

(b) The aggregate amount of profit and loss accruing to minority interests shall be stated sep­arately in each consolidated profit and loss statement.Rule 4-08. Intercompany Items and Transac­

tions.In general, intercompany items and transactions

shall be eliminated. If not eliminated, a statement of the reasons and the methods of treatment shall be made.Rule 4-09 . Special Requirements as to Insurance

Companies.(a) Except as provided in paragraph (b) of this

rule, the statements of an insurance company shall not be consolidated or combined with the state­ments of any person.

(b) The statements of an insurance company other than a life insurance company may be consolidated if all of the following conditions exist:

(1) The insurance company is a totally-held subsidiary of the top parent included in the consolidation;

(2) Such top parent is not an insurance com­pany, investment company, or bank holding company;

(3) The insurance company engages in no business of a material amount other than the insuring of risks arising in the ordinary course of business of such top parent and its other sub­sidiaries; and

(4) Separate financial statements for the insur­ance company are filed.Rule 4-10. Special Requirements as to Registrants

Which Are Bank Holding Companies.If the registrant is a bank holding company—

A rt ic le 4 Rules 4-14

(а) Statements of the registrant may be con­solidated only with the statements of subsidiaries which are bank holding companies.

(b) A consolidated statement of the registrant and any of its bank holding company subsidiaries shall not be filed unless accompanied by a con­solidating statement which sets forth the indi­vidual statements of each subsidiary included in the consolidated statement.

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

Rule 4-12. Special Requirements as to Banks.If two or more majority-owned subsidiaries of a

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

Rule 4-13 . Special Requirements as to Public Utility Holding Companies.

There shall be shown in the consolidated balance sheer of a public utility holding company the difference between the amount at which the parent's investment is carried and the underlying book equity of subsidiaries as at the respective dates of acquisition.

Rule 4-14. Special Requirements as to Commer­cial, Industrial and Mining Companies in the Promotional, Exploratory, or Development Stage Subject to Article 5A.

The financial statements required by article 5A shall not be prepared on a consolidated basis but shall, insofar as practicable, be prepared so as to show the information for the registrant and each of its subsidiaries in parallel columns.

REGULATION S -X 9

ARTICLE 5. COMMERCIAL AND INDUSTRIAL COMPANIES

Rule 5-01. Application of Article 5.(a) This article shall be applicable to financial

statements filed for all persons except—(1) Commercial, industrial, and mining com­

panies in the promotional, exploratory or develop­ment stage (see article 5A).

(2) Management investment companies (see article 6).

(3) Unit investment trusts (see article 6A).(4) Face-amount certificate investment com­

panies (see article 6B).(5) Insurance companies other than life and

title insurance companies (see article 7).(6) Committees issuing certificates of deposit

(see article 8).(7) Banks (see article 9, rule 9-05).(8) Brokers and dealers (see rule and form

X-17A-5).(b) Bank holding companies.—Financial state­

ments and schedules filed for bank holding com­panies shall be prepared in accordance with this article except that rules 9-01 to 9-04, inclusive, of article 9 shall be applicable thereto.Rule 5-02. Balance Sheets.

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

ASSETS AND OTHER D EBITS

C u r r e n t A s s e ts (see ru le 3 -1 3 )

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

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

3. Notes receivable (trade).4. Accounts receivable (trade).5. Reserves for doubtful notes and accounts

receivable (trade).—Notes and accounts receivable known to be uncollectible shall be excluded from the assets as well as from the reserve accounts.

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

(b) The basis of determining the amounts shall be stated. If a basis such as “cost,” “market,” or “cost or market whichever is lower” is given, there shall also be given, to the extent practicable, a general indication of the method of determining the “cost” or “market” : e. g., “average cost,” “first-in, first-out,” or “last-in, first-out.”

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

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

8. Total current assets.

I n v e s t m e n t s

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

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

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

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

A rticle 5 Rule 5-02470359 O— 58-------3

10 SECURITIES AND EXCHANGE COMMISSION

F ix e d A s s e t s

13. Property, plant, and equipment.—(а) State separately here, or in a footnote

referred to herein, if practicable, each major class, such as land, buildings, machinery and equip­ment, leaseholds or functional grouping, and the basis of determining the amounts.

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

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

I n t a n g ib l e A s s e t s

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

16. Reserves for depreciation and amortization of intangible assets.

D e f e r r e d C h a r g e s

17. Prepaid expenses and other deferred items.State separately any material items. Prepay­

ments of services to be received within one year may, however, be included under caption 7.

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

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

20. Commissions and expense on capital shares.State the method of amortization, if any.

These items may be shown as deductions from surplus.Article 5 Rule 5 -0 2

Ot h e r A s s e t s

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

C u r r e n t L i a b i l i t i e s (see ru le 3-14)

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

23. Accounts payable (trade).24. Accrued lia b ilitie s .—State separately (a)

accrued payrolls; (b) tax liability; (c) interest; and (d) any other material items.

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

26. Total current liabilities.D e f e r r e d I n co m e

27. Deferred income.

L ong- T e r m D e b t

28. Bonds, mortgages, and sim ilar de b t—State separately here, or in a note referred to herein, each issue or type of obligation and such informa­tion as will indicate (a) the general character of each type of debt including the rate of interest;(b) the date of maturity, or if maturing serially, a brief indication of the serial maturities, such as “maturing serially from 1950 to 1960” ; (c) the aggregate amount of maturities, and sinking fund requirements, each year for the 5 years following

REGULATION S -X 11

the date of the balance sheet; (d) if the payment of principal or interest is contingent, an appro­priate indication of such contingency; (e) a brief indication of priority; and (f ) if convertible, the basis.

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

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

O t h e r L i a b i l i t i e s

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

32. Commitments and contingent liabilities.—(See rules 3-18 and 3-19 (g).)

R e s e r v e s , N o t S h o w n E l s e w h e r e

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

C a p it a l S har e s and S u r p l u s (see ru le 3 -0 1 (a ))

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

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

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

only to the undistributed earnings of subsidiaries not consolidated in such statement.

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

(d ) An analysis of each surplus account setting forth the information prescribed in rule 11-02 shall be given for each period for which a profit and loss statement is filed, as a continuation of the related profit and loss statement or in the form of a separate statement of surplus, and shall be re­ferred to here.

Rule 5-03. Profit and Loss or Income Statements.Except as otherwise permitted by the Commis­

sion, the profit and loss or income statements filed for persons to whom this article is applicable shall comply with the provisions of this rule.

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

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

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

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

2A. Cost of goods sold.—(a) State the amount of cost of goods sold as

regularly computed under the system of account­ing followed. Indicate the amount of opening and closing inventories used in the computation, and state the basis of determining such amounts.

(b) Merchandising organizations, both whole­sale and retail, may include occupancy and buying costs under this caption. However, publicity costs

A rticle 5 Rule 5-03

12 SECURITIES AND EXCHANGE COMMISSION

shall be included under caption 4 below or shown separately.

1B. Operating revenues.—State separately, if practicable, revenues from (a) parents and sub­sidiaries, and (b) others. A public utility company using a uniform system of accounts or a form for annual report prescribed by Federal or State authorities, or a similar system or report, shall follow the general segregation of revenues pre­scribed by such system or report.

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

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

4 Selling, general, and administrative expenses.5. Provision for doubtful accounts.6. Other general expenses.—Include items not

normally included in caption 4 above. State separately any material amount.

O t h e r I n co m e

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

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

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

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

I n co m e D e d u c t io n s

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

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

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

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

15. Provision fo r income and excess-profits taxes.—State separately (a) Federal normal in­come tax and surtax; (b) Federal excess profits tax; and (c) other income taxes.

16. Net income or loss.17. Special items.—State separately and de­

scribe each item of profit and loss given recognition in the accounts, included herein pursuant to rule 5-03 (a), and not included in the determina­tion of net income or loss (caption 16).

18. Net income or loss and special items.—See rule 5-02 (caption 35 (d)).

Rule 5-04. W hat Schedules Are To Be Filed.(a) Except as expressly provided otherwise

in the applicable form—(1) The schedules specified below in this rule

as schedules I, IX , X I, X III , X IV , and XV shall be filed as of the date of the most recent balance sheet filed for each person or group, provided that any such schedule (other than schedule I) may be omitted if all the following conditions exist:

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

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

A rticle 5 Rule 5-04

REGULATION S -X 13

(iii) Any information required by columns G and H of schedule X I I I—Capital shares, is shown in the related balance sheet or in a footnote thereto.

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

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

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

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

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

Schedule I. Marketable securities—Other security investments.—The schedule prescribed by rule 12-02 shall be filed —

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

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

(3) In support of captions 2 and 11 of a balance sheet if the amount at which other security investments is carried in such balance sheet plus the greater of the aggregate amount of marketable securities on the basis of current market quotations or the amount at which carried on such balance sheet constitutes twenty percent or more of total assets.

Schedule II. Amounts due from directors, officers, and principal holders of equity securities other than affiliates.—The schedule prescribed by

rule 12-03 shall be filed with respect to each person among the directors, officers and principal holders of equity securities other than affiliates, from whom an aggregate indebtedness of more than $20,000 or 1 percent of total assets, whichever is less, is owed, or at any time during the period for which related profit and loss statements are filed, was owed. For the purposes of this schedule, exclude in the determination of the amount of indebtedness all amounts due from such persons for purchases subject to usual trade terms, for ordinary travel and expense advances and for other such items arising in the ordinary course of business.

Schedule I I I . Investments in securities o f affiliates.—The schedule prescribed by rule 12-04 shall be filed in support of caption 9 of each balance sheet, provided that this schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period or (2) there have been no changes in the information required to be filed from that last previously reported.

Schedule IV . Indebtedness o f affiliates— Not current.—The schedule prescribed by rule 12-05 shall be filed in support of caption 10 of each balance sheet. This schedule and schedule X may be combined if desired. This schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period, or (2) there have been no changes in the information required to be filed from that last previously reported.

Schedule V. Property, plant, and equipment.—The schedule prescribed by rule 12-06 shall be filed in support of caption 13 of each balance sheet, provided that this schedule may be omitted if the total shown by caption 13 does not exceed5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at both the beginning and end of the period and if

A rticle 5 Rule 5-04

14 SECURITIES AND EXCHANGE COMMISSION

neither the additions nor deductions during the period exceeded 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet.

Schedule V I. Reserves fo r depreciation, deple­tion, and am ortization o f property, plant, and equipment.—The schedule prescribed by rule 12-07 shall be filed in support of caption 14 of each balance sheet. This schedule may be omitted if schedule V is omitted.

Schedule V II. Intangible assets.—The schedule prescribed by rule 12-08 shall be filed in support of caption 15 of each balance sheet.

Schedule V III. Reserves fo r depreciation and am ortization o f intangible assets.—The schedule prescribed by rule 12-09 shall be filed in support of caption 16 of each balance sheet.

Schedule IX . Bonds, mortgages, and sim ilar debt.—The schedule prescribed by rule 12-10 shall be filed in support of caption 28 of each balance sheet.

Schedule X. Indebtedness to affiliates— Not current.—The schedule prescribed by rule 12-11 shall be filed in support of caption 29 of each balance sheet. This schedule and schedule IV may be combined if desired. This schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 per­cent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period, or (2) there have been no changes in the information required to be filed from that last previously reported.

Schedule X I. Guarantees o f securities o f other issuers.—The schedule prescribed by rule 12-12 shall be filed with respect to any guarantees of securities of other issuers by the person for which the statement is filed.

Schedule X II. Reserves.—The schedule pre­scribed by rule 12-13 shall be filed in support of A rtic le 5 Rule 5-04

reserves included in the balance sheet but not included in schedules VI and V III.

Schedule X III. Capital shares.—The schedule prescribed by rule 12-14 shall be filed in support of caption 34 of each balance sheet.

Schedule XIV. W arrants or rights.— The schedule prescribed by rule 12-15 shall be filed with respect to warrants or rights granted by the person for which the statement is filed to subscribe for or purchase securities to be issued by such person.

Schedule XV. O ther securities.—If there are any classes of securities not included in schedule IX , X I, X III , or X IV , set forth in this schedule information concerning such securities corre­sponding to that required for the securities included in such schedules. Information need not be set forth, however, as to notes, drafts, bills of exchange, or bankers’ acceptances, having a maturity at the time of issuance of not exceeding one year.

Schedule XVI. Supplementary profit and loss inform ation.—The schedule prescribed by rule 12-16 shall be filed in support of each profit and loss statement in which sales or operating revenues were of significant amount. This schedule may also be omitted if the information required by columns B and C and footnotes 4 and 5 thereof is furnished in the profit and loss or income state­ment or in a footnote thereto.

Schedule X V II. Income from dividends— Equity in net p ro fit and loss o f affiliates.—The schedule prescribed by rule 12-17 shall be filed for each period for which a profit and loss state­ment is filed. This schedule may be omitted if neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the begin­ning or end of the period.

REGULATION S -X 15

ARTICLE 5A. COMMERCIAL, INDUSTRIAL, AND MINING COMPANIES IN THE PROMO­TIONAL, EXPLORATORY, OR DEVELOPMENT STAGE

Rule 5A -01. Application of Article 5A.This article shall be applicable to the financial

statements filed as a part of:(а) Registration statements on form S-2, or

form S-3, except as otherwise specifically provided in such forms, under the Securities Act of 1933;

(b) Applications for registration and annual re­ports pursuant to sections 12, 13, and 15 (d) respectively of the Securities Exchange Act of 1934 filed by commercial and industrial companies in the promotional or development stage which, if registering under the Securities Act of 1933, would be required to use form S-2.

(c) Applications for registration and annual re­ports pursuant to sections 12, 13, and 15 (d) respectively of the Securities Exchange Act of 1934 filed by mining companies not in the production stage 1 but engaged primarily in the exploration for or the development of mineral deposits other thanoil, gas or coal, if all of the following conditions are met:

(1) The registrant has not been in production during the period of the report or the two years immediately prior thereto; except that being in production for an aggregate period of no more than eight months over the three-year period shall not affect the use of the form.

(2) Receipts from the sale of mineral products or from the operation of mineral producing proper­ties by the registrant and its subsidiaries combined have not exceeded $500,000 in any of the most recent six fiscal years and have not aggregated more than $1,500,000 in the most recent six fiscal years.Rule 5A -02. Statement of Assets and Unrecov­

ered Promotional, Exploratory, and Develop­ment Costs.

The statement of assets and unrecovered pro­motional, exploratory, and development costs filed for persons to whom this article is applicable shall comply with the following provisions:

1 For the purpose of financial statements prepared pursuant to the instruc­tions contained in this article a mine will be considered to have passed from a development to a production stage when the major portion of the mineral production is obtained from workings other than those opened for the purpose of exploration or development or when the principal activity of the mine becomes the production of developed ore rather than the development of additional ores for mining.

C u r r e n t A s s e t s

1. Cash and cash items.2. M arketable securities.—Include only securi­

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

3. Accounts and notes receivable.4. Reserve for doubtful accounts and notes

receivable.5. Inventories.—State separately each major

class of inventory and the basis of determining the amounts shown. Any classification that is reasonably informative may be used.

6. Amounts due from underwriters, promoters, directors, officers, employees, and principal holders o f equity securities other than affiliates.— State separately the total amount, if significant, due from each class of persons named in the cap­tion to this paragraph. Exclude from the amounts set forth hereunder trade accounts subject to the usual trade terms.

7. Other current assets.— (a) State separately(1) total of current amounts due from parents and subsidiaries; and (2) any other amounts in excess of five percent of total current assets, indicating when any such amount is due from affiliates other than parents and subsidiaries; (b) indebtedness of a parent or subsidiary, or an affili­ate designated under (a) (2) shall not be considered current unless the net current asset position of such person justifies such treatment.

8. Total current assets.

Ot h e r A s s e t s and U n r e c o v e r e d P r o m o tio n a l , E x p l o r ­a t o r y , and D e v e l o p m e n t C o s t s

9. Securities of affiliates.10. Indebtedness of affiliates— Not current.11. Other security investments.—In a note

herein referred to state the basis of determining the amount. If available, state parenthetically or otherwise the aggregate amount on the basis of market quotations.

12. Amounts due (not current) from under­writers, promoters, directors, officers, employees,

A rticle 5A Rule 5A-02

16 SECURITIES AND EXCHANGE COMMISSION

and principal holders of equity securities other than affiliates.—The instruction to caption 6 shall apply here.

13. Property, plant, and equipment.1— (a) Iden­tify separately intangible property and property held under lease, option, and lease and option agreements. Identify items acquired from persons having a material relationship to the registrant. Extend only the total number of units of each class of securities, the amount of cash, and/or an indication of anything else, given by the regis­trant therefor. Except as stated in footnote 1, dollar amounts shall be extended only for cash transactions.

(b) In a note state as to property held under lease, option, or lease and option agreements or purchase contracts (1) the nature and amount of future payments to be made, (2) whether the property on default will revert to the seller, and(3) whether any assets constructed on or attached to the property will become the property of the seller on default.

13A. M ine property.—Set forth hereunder prop­erty usually extinguished by depletion such as mines, mining claims, water rights, land for waste dumps, and similar property. The instructions set forth under caption 13, including footnote 1 if applicable, shall also apply to this caption.

14. Unrecovered promotional, exploratory, and development cost.—Set forth under this caption unrecovered costs incurred in promotion, explora­tion and development.

State separately (a) development expenses,( b ) plant and equipment maintenance expenses,(c) rehabilitation expenses, (d) general administra­tive expenses incurred in a period when there was little or no actual mining and (e) other expenses. Do not include securities selling costs under this caption but include them under caption 17 or 18. General administrative expenses incurred in con­nection with subcaptions (a), (b), and (c) should be included therein. Any other general admin­

1 Special instructions regarding this caption for mining companies using Article 5A.— Include hereunder only depreciable mine plant and equip­ment. See caption 13A for the disposition of mine property subject to de­pletion. In those situations where depletable mine property and depreciable mine plant and equipment and other assets were acquired in one transaction in exchange for capital stock of the registrant or for cash, capital stock, or other securities of the registrant and any other consideration, the assets ac­quired such as accounts receivable, supplies, buildings, mining and mill equipment, which have a fixed or objectively determinable value should be valued on those bases. The dollar amounts assigned to these properties shall be extended.

istrative expenses not chargeable to those sub­captions nor written off as costs or other operating charges (including taxes, protection and con­servation of property when inactive) shall be included under subcaption (d). Extend only the total number of units of each class of securities, the amount of cash and/or an indication of any­thing else, given by the registrant. Dollar amounts shall be extended only for cash transactions, including, when appropriate, depreciation, deple­tion, and amortization of assets extended at dollar amounts under captions 13 and 13A. The instructions set forth under caption 13, footnote 1 to caption 13 and caption 13A, if appropriate, should be applied also to any unrecovered pro­motion, exploratory, and development costs in­curred by predecessors of the registrant.

15. Reserves for depreciation, depletion, and amortization o f property, plant, and equipment and unrecovered promotional, exploratory, and development costs (or reserves in lieu thereof).— Set forth hereunder only the amount of the reserve for depreciation, depletion, and amortization of property, plant, and equipment and unrecovered costs incurred in promotion, exploration, and development applicable to the dollar amounts extended under captions 13, 13A, and 14 above.

16. Prepaid expenses and other deferred items.—State separately any significant items not shown elsewhere. Prepayments of services to be received within one year may, however, be in­cluded under caption 7.

17. Debt discount and expense.—State in a note referred to in the statement of assets and un­recovered promotional, exploratory, and develop­ment costs the method used in amortizing such debt discount and expense.

18. Commissions and expense on capital shares. —Explain in a note referred to in the state­ment of assets and unrecovered promotional, ex­ploratory, and development costs what provisions have been made for writing off these items.

19. Other assets.—State separately any other item in excess of five percent of the amount of all assets other than fixed and intangible ones.

Rule 5A-03. Statement of Liabilities.

The statement of liabilities filed for the persons to whom this article is applicable shall comply with the following provisions:

A rticle 5A Rule 5A-03

REGULATION S -X 17

C u r r e n t L i a b i l i t i e s

1. Notes payable.—State separately amounts payable (a) to banks; (b) for merchandise, mate­rials, supplies, and expenses incurred in the ordinary course of business; and (c) to others.

2. Accounts payable.—State separately amounts payable (a) for merchandise, materials, supplies, and expenses incurred in the ordinary course of business; and (b) to others.

3. Accrued liab ilities .—State separately (a) accrued payrolls; (b) tax liability; (c) interest;(d) rents and royalties; and (e) any other sig­nificant items. If the total under this caption is not significant it may be stated as one amount.

4. Amounts due to underwriters, promoters, directors, officers, employees, and principal holders of equity securities other than affiliates.—State separately the total amount, if significant, due to each class of persons named in the caption to this paragraph. Exclude from the amounts set forth hereunder trade accounts subject to the usual trade terms.

5. Other current liabilities.—State separately(a) dividends declared; (b) notes and mortgages instalments, mortgages due within one year, and payments on other long-term debt due within one year; (c) total of current amounts due to parents and subsidiaries; and (d) any other item in excess of five percent of total current liabilities indicating any such liability due to affiliates other than parents and subsidiaries. Remaining items may be shown in one amount.

6 . Total current liabilities.

D e f e r r e d I n co m e

7. Deferred income.

L ong- T e r m D e b t and O t h e r L i a b i l i t i e s

8. Bonds, notes, and other liabilities repre­sented by securities.—Show for each class (a) title of the class; (b) the amount authorized;(c) the amount issued; and (d) the amount reac­quired and held in the treasury (show such amount as a deduction). As to issued securities, show separately in a note the amount issued for(1) cash, (2) property, and (3) services. The facts and amounts with respect to any defaults in principal, interest, sinking fund, or redemption provisions shall be stated.

9. Indebtedness to affiliates— Not current.

10. Amounts due (not current) to underwriters, promoters, directors, officers, employees, and principal holders of equity securities other than affiliates.—The instruction to caption 4 above shall apply here.

11. Other liab ilities—Not current.— State sep­arately any significant items. State whether accrued, and the interest rate if any.

12. Total liabilities.

Rule 5A-04. Statement of Capital Shares.The statement of capital shares filed for the

persons to whom this article is applicable shall comply with the following provisions:

1. State for each class of capital shares the title and number of shares (a) authorized, (b) issued,(c) reacquired and held in the treasury, (d) out­standing, and (e) reserved for option, warrant, conversion, and other rights to acquire such shares.

2. As to each class of issued shares state the number of shares issued for (a) cash, (b) services, and (c) property.

3. If there are any shares subscribed for but unissued, state the number of shares of each class subscribed for, the subscription price, the total amount receivable thereon, and the approximate due dates. If payable otherwise than in cash, explain. If any unpaid amounts on such shares are past due, state the number of shares and amounts involved.

4. If any shares are assessable, state the aggre­gate and per-share amounts of assessments levied. If any such assessments have not been paid, state the number of shares and amounts involved, indicating separately any amounts past due.

5. If any shares have been issued subject to a liability for further calls, state the number of shares so issued and the aggregate and per-share amounts of such liability. State also the aggregate amount of any past due calls.

6. If any shares have been forfeited for non­payment of assessments or calls thereon, state the number of shares involved and the present status of such shares.

7. State the total amount of underwriting discounts and commissions incurred on sale of capital shares.

8. As to any arrears in cumulative dividends, the amount per share and in total shall be stated.

A rticle 5A Rule 5A-04470359 O— 58-------4

18 SECURITIES AND EXCHANGE COMMISSION

9. If preferred shares are callable, the date or dates and the amount per share and in total at which such shares are callable shall be stated. Preferences on involuntary liquidation, if other than par or stated value, shall be shown. A state­ment shall be made as to the existence, or absence, of any restrictions upon surplus growing out of the fact that upon involuntary liquidation the prefer­ence of the preferred shares exceeds its par or stated value.

Rule 5A-05. Statement of Other Securities.If the persons to whom this article is applicable

have any securities with respect to which informa­tion is not called for in the statement of liabilities or in the statement of capital shares, furnish as to such securities information corresponding to that required in those statements.

Rule 5A-06. Statement of Cash Receipts and Disbursements.1

The statement of cash receipts and disburse­ments filed for persons to whom this article is applicable shall comply with the following pro­visions:

R e c e ip t s

Sale of securities___________________ $_________(Itemize receipts by classes of se­

curities.)Assessments_______________________ $_________Loans by banks____________________ $_________Loans by others____________________ $_______Sale of products____________________ $_______Donations______ __ _______________ $_______Royalties__________________________ $_______Rents, tolls, and similar receipts_____$_________Other receipts_____________________ $_________

(Specify and show separately any items of significant amount. De­tails may be given in a separate schedule if referred to under this caption.)

Total receipts__________________$_________

1 If the registrant maintains its books on the accrual basis items of income and expense reported in the statement of cash receipts and disbursements may be presented on such basis, provided entries are introduced in the state­ment to reconcile the figures in total to the cash receipts and cash disburse­ments respectively.

D is b u r s e m e n t s

Loans repaid______________________ $-------------Commissions and other selling expenses

in connection with the sale of se­curities_________________________ $------- ------

Legal and accounting fees___________$-------------Fees of engineers, appraisers, and other

similar experts__________________ $--------------Payments on options, leases, lease and

option agreements, and purchasecontracts________________________ $-------------

(Show separately each payment of significant amount and identify the property for which paid.)

Royalties__________________________ $--------------Contract work (specify)------------------- $--------------Purchase of equipment_____________ $--------------Salaries of directors and officers-------- $--------------Other salaries and wages____________$--------------Merchandise, materials, and supplies__ $-------------Taxes_____________________________ $--------------Dividends_________________________ $--------------Other disbursements_ _ $ ------------

(Specify and show separately any items of significant amount. De­tails may be given in a separate schedule if referred to under this caption.)

Total disbursements__________$--------------Net increase (or decrease) in cash dur­

ing period______________ _________ $------------Cash and cash items balance at be­

ginning of period--------------------------$-------------Cash and cash items balance at close of

period___________________________$--------------

Rule 5A-07. What Schedules Are To Be Filed.The following schedules are required to be filed as

a part of an application for registration on form 10 and as part of an annual report on form 10-K by companies to whom this article is applicable.

(a) The schedules specified below in this rule as schedules I, II , and II I shall be filed as of the date of the statement of assets and unrecovered promotional, exploratory, and development costs and statement of liabilities filed for each person.

Such schedules shall be certified.

A rticle 5A Rule 5A-07

REGULATION S -X 19

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

(c) References to the schedules shall be made against the appropriate captions of the statement of assets and unrecovered promotional, explora­tory, and development costs.

(d) If the information required by any schedule (including the footnotes thereto) may be shown in the related statement of assets and unrecovered promotional, exploratory, and development costs, without making such statement unclear or confus­ing, that procedure may be followed and the schedule omitted.

(e) If schedules, other than those specifically called for by paragraph (a) of this rule, are required to make clear and not confusing certain material items appearing in the financial statements, the

ARTICLE 6. MANAGEMENT

Rule 6-01. Application of Article 6.This article shall be applicable to financial

statements filed for management investment com­panies other than those which are issuers of periodic payment plan certificates.

Rule 6-02. Special Rules Applicable to Manage­ment Investment Companies.

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 articles 1, 2, 3, and4. Where the requirements of a special rule differ from those prescribed in a general rule, the re­quirements of the special rule shall be met.

1. Content o f financial statements.—The finan­cial statements shall be prepared in accordance with the requirements of 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 herein required.

2. Certification.—Where, under the applicable form, financial statements are required to be

registrant may use the appropriate schedule set forth in article 12 to present the additional information required by rule 3-06.

Schedule I. Property, plant, and equipment.— The schedule prescribed by rule 12-06 shall be filed in support of caption 13 and caption 13A of each statement of assets and unrecovered promotional, exploratory, and development costs.

Schedule I I . Unrecovered promotional, explor­atory, and development costs.—The schedule pre­scribed by rule 12-06A shall be filed in support of caption 14 of each statement of assets and unrecovered promotional, exploratory, and devel­opment costs.

Schedule III. Reserves for depreciation, deple­tion, and amortization of property, plant, and equipment and unrecovered promotional, explora­tory, and development costs (or reserves in lieu thereof).-—The schedule prescribed by rule 12-07 shall be filed in support of caption 15 of each statement of assets and unrecovered promotional, exploratory, and development costs.

INVESTMENT COMPANIES

certified, the certifying accountant shall have been selected and ratified in accordance with section 32 of the Investment Company Act of 1940 and the applicable rules thereunder.

3. Consolidated and combined statem ents.—(a) Consolidated and combined statements filed for management investment companies shall be prepared in accordance with article 4 except that(1) statements of the registrant may be consoli­dated only with the statements of subsidiaries which are investment companies; (2) a 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, that a consolidating statement need not be filed if all included subsidiaries are totally held; and (3) consolidated 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

Article 6 Rule 6-02

20 SECURITIES AND EXCHANGE COMMISSION

of each included investment company which is a significant subsidiary.

(b) If consolidated 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 (1) eliminated in consoli­dation and (2) not eliminated in consolidation.

4. Affiliates.—The term “affiliate" means an “affiliated person” as defined in section 2 (a) (3) of the Investment Company Act of 1940. The term “control” has the meaning given in section 2(a) (9) of that Act.

5. Value.—As used in this article 6, the word “value” shall have the meaning given in section 2(a) (39) (B) of the Investment Company Act of 1940.

6. Valuation o f assets.—(a) The balance sheets of open-end companies shall reflect all assets at value, showing cost parenthetically.

(b) The balance sheets of closed-end companies shall either (1) reflect all assets at costy showing value parenthetically, or (2) reflect all assets at value, showing cost parenthetically. If assets are reflected at cost, however, due consideration\shall be given to evidence of probable loss and, where such evidence indicates an apparently permanent decline in underlying value and earning power, recognition thereof shall be made by means of an appropriate write-down or the establishment of an appropriate reserve.

(c) The balance sheet shall clearly disclose whether assets are carried at cost or value.

7. Cost in case of reorganizations, exchanges of investments, syndicate operations, etc.—Where information as to the cost of investments is required to be furnished, the term “cost” shall have the indicated special meaning in the follow­ing instances:

(a) Reorganizations and quasi-reorganiza­tions.—Where investments have been adjusted in the course of a reorganization or quasi-reorgani­zation of the registrant, “cost” shall mean such adjusted amount. The date of and a brief state­ment as to such adjustment shall be given in a note referred to in the balance sheet.

(b) Exchanges of investments.— (1) Where in­vestments have been acquired in exchange for other investments as a result of a reorganization, consolidation or merger of a portfolio company,A rticle 6 Rule 6-02

“cost” of the investments acquired shall be the cost of the investments released. Due consideration shall, however, be given to evidence of probable loss and, where such evidence indicates an appar­ently permanent decline in underlying value and earning power, “cost” of the investments acquired shall be the value, on the effective date of the transaction, of the investments released or of the investments received, as appropriate. (2) In other cases in which investments have been acquired in exchange for assets other than cash, “cost” of the investments acquired shall be the value, on the effective date of the exchange, of the assets released or of the assets received, as appropriate.

(c) Syndicate operations.—In the case of securi­ties acquired through joint syndicate operations, “cost” shall be net of syndicate discounts and commissions applicable thereto.

8. Issuance and repurchase of securities by a management investment company. —In a footnote or statement referred to in the balance sheet or other appropriate statement, show for each class of the company’s securities (1) the number of shares 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 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 or principal amount of bonds repurchased during the period of report and the total or average cost thereof. Closed-end companies shall furnish the following additional information as to securities repurchased during the period of report:

(a) 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 applicable net asset value;

(b) 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.

The information required by 2 (a) and (b) may be based on reasonable estimates if it is impracti-

REGULATION S -X 21

cable to determine the exact amounts involved.9. Federal income taxes.—Appropriate pro­

vision shall be made, on the basis of the applicable tax laws, for Federal income taxes that it is reason­ably believed are, or will become, payable in respect of (a) current net income, (b) realized gain on investments and (c) unrealized appreciation on investments. The company’s status as a “reg­ulated investment company” as defined in Sup­plement Q* 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 company has relied in making or not making provisions for such taxes.

10. Balance sheets; statements of assets and liabilities.—As used herein the term “balance sheets” shall include statements of assets and liabilities unless the context clearly indicates the contrary.

11. Inapplicable captions.—Attention is di­rected to the provisions of rule 3-02 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.Rule 6-03. Balance Sheets; Statements of Assets

and liabilities.Balance sheets and statements of assets and

liabilities filed under this rule shall comply with the following provisions:

ASSETS

1. Cash and cash item s.—State separately (a) cash on hand, demand deposits, and time de­posits; (b) call loans; and (c) funds subject to withdrawal restrictions. Funds subject to with­drawal restrictions and deposits in closed banks shall not be included under this caption unless they will become available within 1 year.

2. Dividends and interest receivable.— (a) Dividends shall not be included before the ex- dividend date, nor unless payment is reasonably assured by past experience, guaranty, or other­wise. No dividend shall be included on stocks

*See Subchapter M —Internal Revenue Code of 1954.

issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.

( b ) Interest due or accrued on bonds, notes, deposits, open accounts, and other interest-bearing obligations owned, shall not be included unless payment is reasonably assured by past experi­ence, guaranty, or otherwise. No interest shall be included on securities issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.

3. Notes receivable.4. Accounts receivable.5. Reserves fo r doubtful receivables.—Notes

and accounts receivable known to be uncollectible shall be excluded from the asset as well as from the reserve account.

6. Sundry assets o f a current nature.—State separately (a) total of current amounts due from directors and officers; (b) participation in syn­dicates; and (c) any other significant amount.

7. Investments in securities of unaffiliated issuers.—See rule 6-02-6.

(a) United States Government bonds and other obligations.—Include only direct obligations of the United States Government.

(b) Securities o f other investm ent companies.— Such securities may be included under (c) if they amount in the aggregate to less than 5 percent of total assets.

(c) Other securities.(d) Such further classification may be used as

is appropriate under the circumstances.(e) Reserves fo r unrealized depreciation in

value of securities.—If assets are reflected at cost, any reserve for unrealized depreciation shall be shown here as a deduction from the items to which applicable.

8. Investments—Other than securities.—State separately each major class. See rule 6-02-6.

9. Investments in affiliates.—State separately investments in (a) controlled companies and (b) other affiliates. See rule 6-02-6.

10. Prepaid expenses and other deferred item s.— (a) State separately each of the following items if significant: (1) debt discount and expense,(2) organization expense, (3) commissions and expense on capital shares, and (4) other prepaid and deferred items showing separately any signi­

A rticle 6 Rule 6-03

22 SECURITIES AND EXCHANGE COMMISSION

ficant items. Explain in a note to this caption the provisions which have been made to write off or amortize such items.

( b ) Recurrent costs of issuing shares, such as registration fees and expenses, shall be charged off in the statement of income and expense for the period in which such costs are incurred.

11. Other assets.—State separately (a) total of amounts due from directors and officers, not included under caption 6 above; (b) each special fund of a significant amount; (c) real estate and improvements not included under caption 8 above; (d) furniture and fixtures; and (e) any other significant amounts.

LIA B IL IT IE S

12. Notes payable.—State separately amounts payable within 1 year (a) to banks, and (b) to others. See caption 16 (a).

13. Accounts payable.— State separately (a) the total of amounts payable for purchase of securities, and (b) other accounts payable.

14. Accrued liab ilities .—State separately (a) accrued salaries, (b) tax liability, (c) interest, and(d) any other significant items. If the total under this caption is not significant, it may be stated as one amount.

15. Sundry liab ilities o f a current nature.— State separately (a) dividends declared; (b) bonds, notes, mortgage installments, and mortgages due within 1 year; (c) total of current amounts due to affiliates, excluding any amounts owing to non­controlled affiliates which arose in the ordinary course of business and are subject to usual trade terms; (d) total of current amounts (other than as required under caption 14) due directors and officers; and (e) any other items of significant amount. Remaining items may be shown in one amount.

16. Long-term d eb t.(a) Funded debt.—If any amount included

herein will fall due within 1 year, indicate such amount and explain in a footnote the reason for not including such amount as a current liability under rule 6-03-15. See also caption 19 (c) (2).

(b) Indebtedness to affiliates—not current.— State separately amounts due to (1) controlled companies and (2) other affiliates.

(c) Other long-term debt.—Indicate whether secured. State separately (1) total of amountsArticle 6 Rule 6-03

due directors and officers; and (2) other long-term debt, specifying any significant item. State separately by years, in the balance sheet or in a note therein referred to, the total amounts of the respective maturities for the 5 years following the date of the balance sheet.

17. Other lia b ilitie s .—State separately any significant amounts.

18. Reserves, not shown elsewhere.—State separately the total of each major class and de­scribe each such major class by using an appropri­ate caption or by a footnote referred to in the caption.

19. Net assets applicable to outstanding capital shares.— (a) This caption may be used only by companies which reflect assets at value, showing cost parenthetically.

(b) Companies having only one class o f out­standing capital securities.—Such companies may conclude the statement with this caption and give the number of outstanding shares and the net asset value per share. In such case the statement shall be entitled “Statement of Assets and Lia­bilities” and the information required by captions 20 to 24 below shall be set forth in the form of a separate schedule immediately following this statement and referred to under this caption.

(c) Companies having more than one class o f outstanding capital securities.— (1) Such com­panies may conclude the statement at this point and in such case shall furnish in tabular form immediately following this caption the following information as to each class of capital securities:(i ) title of issue; (ii) in the case of funded debt treated as a capital security the total face amount outstanding and the asset coverage per unit;(iii) in the case of preferred shares, the par or stated value, the number of shares outstanding, the total preference thereof in involuntary liquida­tion, and the asset coverage per share and (iv) in the case of common shares, the par or stated value, the number of shares outstanding and the net asset value per share and in the aggregate. In such case the statement shall be entitled “State­ment of Assets, Liabilities and Capital Securities” and the information required by captions 20 to 24 below shall be set forth in the form of a separate schedule immediately following this statement and referred to under this caption.

REGULATION S -X 23

(2) If funded debt is outstanding and is to be treated as a capital security, caption 16 (a) may be omitted if appropriate adjustment of related captions is made.

CAPITAL SHARES AND SURPLUS

20. Capital shares.—State for each class of shares the title of issue, the number of shares authorized, the number of shares outstanding and the capital share liability thereof. See also rule6-09.

21. Surplus.— (a) Show the division of this item into (1) capital surplus; (2) balance of undis­tributed net income; and (3) accumulated net realized gain or loss on investments. The in­formation required by rule 6-02-8 shall be given in a footnote to this statement, or in a footnote to the statement permitted by rule 6-08.

( b ) Except as permitted by rule 6-08, an analysis of each surplus account setting forth the information prescribed in rule 6-07 shall be given, for each period for which a statement of income and expense is filed, in the form of a separate statement of surplus, and shall be re­ferred to under this caption.

22. Total capital and surplus.—Companies which reflect assets at cost, showing value paren­thetically, shall furnish the following information in a separate statement immediately following this statement and referred to herein:

(а) The amount of unrealized appreciation or depreciation of the assets, taken at value, as compared to the amount at which such assets are reflected in the balance sheet, together with the increase or decrease thereof during the period of report.

(b) An appropriate provision for taxes in respect of appreciation if required by rule 6-02-9.

(c) If total assets at value are less than cost, the adjustment that would have to be made to re­flect such depreciation in the surplus accounts.

(d) The net asset coverage per unit of each class of bonds and per share of each class of preferred shares.

(e) The net asset value per share of the out­standing common shares, computed on the basis of assigning to prior securities their preference in involuntary liquidation.

23. Unrealized appreciation or depreciation of

assets.—Companies which reflect assets at value showing cost parenthetically shall include this item as an addition to or deduction from caption22. See rule 6-06. Appropriate provisions shall be made for applicable income taxes if required by rule 6-02-9.

24. Net assets applicable to outstanding capital shares.—The amount of this caption should agree with the amount shown under caption 19.Rule 6-04. Statement of Income and Expense.

(a) Statements required by this rule and by rules 6-05 and 6-06 shall be shown on the same or on consecutive pages. If not shown on the same page, however, the items required to be set forth by caption 5 of rule 6-05 and caption 2 of rule 6-06 shall be appended immediately following the in­formation required by caption 7 of this rule.

(b) Statements filed under this rule shall comply with the following provisions:

1. Income.— (a) State separately income from(1) cash dividends, (2) interest, and (3) other in­come. 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 (i ) controlled companies and (i i ) other affiliates.

(b) Due consideration shall be given to the propriety of treating, as income, dividends on stock acquired or disposed of during the period of report.

(c) Due consideration shall be given to the propriety of treating extraordinary dividends as income. For the purpose of this rule the term “extraordinary dividends” shall mean (1) divi­dends which are known to have been declared out of sources other than current earnings or earned surplus and (2) dividends which are declared other­wise than out of earnings of the current or pre­ceding year and are abnormal in size in relationship to the value of the securities upon which declared.

(d) Dividends in arrears on preferred stock may not be treated as income in an amount which exceeds an amount arrived at by applying the stated dividend rate to the period during which the stock has been held, provided, that, in com­puting the period held, periods of more than one- half of a quarter year may be treated as full quarter years, if periods of less than one-half of a quarter year are not counted. Any such dividends which are treated as income but which are appli-

Article 6 Rule 6-04

24 SECURITIES AND EXCHANGE COMMISSION

cable to periods prior to the current fiscal year shall be included under caption 1 (a) (3) above.

(e) Dividends by controlled companies may be treated as income only to the extent that they are out of earnings subsequent to (1) the date of acquisition or (2) the effective date of a reorganiza­tion or quasi-reorganization of the receiving com­pany if such date is subsequent to the date of acquisition.

(f) Due consideration shall be given to the propriety of treating, as income, interest received on bonds which were in default when acquired. Any such interest which may be treated as income shall not be treated as ordinary interest income in an amount in excess of the amount arrived at by applying the stated interest rate to the period of report, and any excess thereof shall be included under caption 1 (a) (3) above. The policy fol­lowed in accounting for such interest shall be stated in a footnote.

(g) Common stock received as a dividend on common stock of the same issuer shall not be treated as income, and no amount shall be debited to investments or credited to income or surplus at the time such dividend is received.

(h) State as to any noncash dividends, other than stock dividends referred to in paragraph (g), and as to preferred stock received as a stock divi­dend, the basis on which taken up as income. If any such dividends received from controlled com­panies have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.

(i) State separately each category of other in­come representing more than 5 percent of the total shown under caption 1 of rule 6-04 (b).

(j ) Proceeds from the sale of new capital shares which represent payment on account of accrued undivided income shall not be included in the statement of income and expense. See rule 6-07-2.

(k) Dividends and interest applicable to an issuer’s own securities held in its treasury or in sinking or other special funds shall not be treated as income.

2. Expenses.—State separately each category of expense representing more than five percent of the total expenses. There shall also be shown in an appropriate manner (a) the total of management A rtic le 6 Rule 6-05

and other service fees to unaffiliated persons; (b) the total of management and other service fees to affiliated persons, indicating in a note or otherwise(1) the name of each such person accounting for 10 percent or more of the total under this sub- caption, (2) the nature of the affiliation between the investment company and each such person, and (3) the amount applicable to each such person; and (c) other expenses within the person’s own organization in connection with research, selection and supervision of investments. The total of management and service fees shall be included herein regardless of the basis used for, or the method of, computation thereof. State in a note referred to under this item the basis and methods of computing management or service fees and if none was incurred for the period of report, the reason therefor. If any of the expenses were paid otherwise than in cash, state the details in a note referred to under this caption.

3. Taxes— Other than taxes on income.4. Interest and debt discount and expense.—

State separately (a) interest on funded debt, (b) amortization of debt discount and expense or premium, and (c) other interest.

5. Balance before provision for taxes on income.6. Provision for taxes on income.—State sep­

arately (a) Federal taxes on income, and (b) other taxes on income. If the amount to be shown under this caption is less than 5 percent of caption7, it may be combined with caption 3 and in such case caption 5 may be omitted. See rule 6-02-9.

7. Net income.—The amount included under this caption shall be carried to the related sub­division of surplus or to the statement of changes in net assets, as appropriate. See rules 6-07-2 and 6-08 (b) (2).Rule 6-05. Statement of Realized Gain or Loss

on Investments.Statements filed under this rule shall comply

with the following provisions:1. Realized gain or loss on sales of invest­

ments.— (a) State separately the aggregate cost, the aggregate proceeds, and the net gain or loss from sales of each of the following classes of in­vestments: (1) investments in securities of affiliates,(2) investments in other securities, showing United States Government bonds and other direct obliga­tions separately, and (3) other investments.

REGULATION S -X 25

(b) Transactions in shares of the person for which the statement is filed shall not be included here.

(c) State in a footnote the aggregate cost of securities acquired during the period, showing separately United States Government bonds and other direct obligations.

(d) State the basis followed in determining the cost of securities sold. If a basis other than aver­age cost is used, state, if practicable, the gain or loss computed on the basis of average cost.

2. Realized gain or loss on other transactions.—(a) Include under this caption exchanges of invest­ments. Show the aggregate cost of the invest­ments released and, as the proceeds of the ex­changes, the aggregate amount at which the investments acquired were recorded in the ac­counts. See rule 6-02-7.

(b) Include also under this caption any write­downs required by rule 6-02-6 (b). Show the aggregate cost and the aggregate adjusted cost of the investments involved.

3. Realized gain or loss on investments, before provision for income taxes.

4. Provision for income taxes.5. Net realized gain or loss on investments.—

The amount included under this caption shall be carried to the related section of surplus or to the statement of changes in net assets, as appro­priate. See rules 6-07-3 and 6-08 (b) (3).Rule 6-06. Statement of Unrealized Apprecia­

tion or Depreciation of Investments.This statement may be omitted by companies

reflecting assets at cost, showing value parentheti­cally, provided the information called for by the second sentence of rule 6-04 (a) is given. State­ments filed under this rule shall comply with the following provisions:

1. Unrealized appreciation or depreciation o f investm ents.—State the amount of unrealized appreciation or depreciation of investments as shown in caption 23 of the balance sheet (a) at the beginning of the period of report, and (b) at the end of the period of report.

2. Increase or decrease of unrealized apprecia­tion or depreciation.

Rule 6-07. Surplus Statements.Surplus statements filed under this rule shall

comply with the following provisions:

1. Capital surplus.— (a) The analysis of capital surplus shall show separately for each period (1) balance at beginning of period, (2) additions during period due to (i ) sale of capital shares, and(ii) other additions described in reasonable detail,(3) deductions during period due to (i ) repurchase of capital shares, (ii) distributions to shareholders from capital surplus, and (iii) other deductions, described in reasonable detail, and (4) balance at end of period. State in a footnote or otherwise the aggregate amount per share of dividends paid during the period of the report.

(b) There shall be shown, parenthetically or otherwise, the total dividend distributions to shareholders made from capital surplus since the date of organization or the date of the most recent reorganization, whichever is later; provided that companies organized prior to January 1, 1925, need show only such dividends paid since that date if that fact is indicated.

2. Balance o f undistributed net income.—The analysis of the balance of undistributed net in­come, shall show separately for each period of report (a) balance at beginning of period, (b) net income as shown under rule 6-04-7, (c) other additions described in reasonable detail, (d) dis­tributions to shareholders, (e) other deductions described in reasonable detail, and (f) balance at end of period. State in a footnote or otherwise the aggregate amount per share of dividends paid during the period of the report.

Open-end companies which follow the policy of recording separately a part of the sale and repur­chase price of capital shares as an adjustment on account of undivided income shall include, as a separate item hereunder, the difference between the amount received from the sale of new capital shares which represent payment on account of accrued undivided income and the amount paid on the repurchase of capital shares which repre­sent payment on account of accrued undivided income.

3. Accumulated net realized gain or loss on in ­vestments.—The analysis of accumulated realized gain or loss on investments shall show separately for each period of report (a) gain or loss on invest­ments prior to the period, (b) distributions to shareholders made therefrom prior to the period,(c) balance at the beginning of the period, (d) gain or loss on investments as shown under rule 6-05-5,

A rticle 6 Rule 6-07470359 O— 58-------5

26 SECURITIES AND EXCHANGE COMMISSION

(e) distributions to shareholders, and (f) balance at end of period. Captions (a) and (b) of this para­graph may be omitted by companies organized or most recently reorganized, prior to January 1, 1925, provided there is given in a footnote (i ) total distributions made to shareholders out of realized gain on investments during the period from Janu­ary 1, 1925, to the beginning of the period of report, and (ii) total realized gain or loss on investments for the same period. State in a foot­note or otherwise the aggregate amount per share of dividends paid during the period of the report.

4. Opening balances.—Companies may accept balances of surplus accounts at January 1, 1925, as per the accounts.

5. See also rules 6-03-19 and 6-03-21.

Rule 6-08. Statement of Changes in Net Assets.(a) Companies which in statements filed pursu­

ant to rule 6-03 reflect assets at value, showing cost parenthetically, may file statements of changes in net assets in lieu of the surplus state­ments required by rule 6-07, provided, there is shown under caption 21 (a) of rule 6-03 the amount of dividends previously paid from (1) capital sur­plus, and (2) realized gain on investments. See rules 6-07-1 (b) and 6-07-3.

(b) Statements of changes in net assets filed under this rule shall comply with the following provisions:

(1) Net assets at beginning of period.—Theamount shown shall agree with caption 19 of the related statement filed pursuant to rule 6-03 as of the beginning of the period of report. Show parenthetically or otherwise the balance of undis­tributed net income included in net assets at the beginning of the period.

(2) Income.—State separately (a) net income as shown by caption 7 of rule 6-04; (b) net accrued undivided earnings included in price of capital shares issued and repurchased; (c) distributions paid; and (d) balance of income undistributed, or decrease in prior balance of undistributed net income, as appropriate.

(3) Realized gain or loss on investments.— State separately (a) net realized gain or loss on investments as shown by caption 5 of rule 6-05;(b ) distributions paid; and (c) balance of realized gain on investments for the period, or decrease Article 6 Rule 6-09

in prior accumulated realized gain on investments, as appropriate.

(4) Increase or decrease of unrealized apprecia­tion or depreciation of assets.—The amount shown should agree with caption 2 of rule 6-06.

(5) Securities issued and repurchased.—State separately for each issue (1) amount issued, and receipts therefrom on account of principal; (2) amount repurchased, and payments therefor on account of principal; and (3) net increase or decrease in amount outstanding and the differ­ence between receipts and payments in respect thereof.

(6) Distributions of capital.(7) Other item s.—If during the period there

have been any charges or credits to surplus ac­counts not specifically provided for in captions(2) to (6), include such items under an appropriate caption and explain clearly their nature.

(8) Net assets at close o f period.—The amount shown shall agree with caption 19 of rule 6-03. Show parenthetically or otherwise the balance of undistributed net income included in net assets at the end of the period.

State in a footnote or otherwise to captions(2), (3), and (6) the aggregate amount per share of dividends paid during the period of the report.

Captions (b) (3) to (6), inclusive, may be shown subordinate to a general caption “Capital.” If appropriate, the term “Principal” may be used in place of “Capital.”

Rule 6-09. Statement of Sources of Net Assets.Companies having only one class of outstanding

capital securities, and reflecting all assets at value, may combine captions 20 and 21 (a) (1) of rule 6-03, provided (1) the analyses prescribed by rule6-03-21 (b) are furnished and (2) other information comparable to that prescribed by captions 20 to 24 of rule 6-03 is set forth in substantially the following form:

(1) Capital.—If appropriate, the term Principal may be used in place of this caption.

(a) Excess o f amounts received from sale o f capital shares over amounts paid out in redeeming or reacquiring shares.—State here or in a footnote the number of shares authorized, the number of shares outstanding, and the capital shares liability thereof. The information required by rule 6-02-8

REGULATION S -X 27

shall be given in a footnote or by reference to the statement of changes in net assets.

(b) Aggregate distributions from net proceeds from sale of capital shares.—See also rule 6-07-1 (b).

(c) Balance of capital paid in on shares.(d) Accumulated net realized gain or loss on

investments.(e) Accumulated distributions o f realized gain

on investments.—The amount shown under this caption (e) shall be added to or deducted from caption (d) as appropriate to give a single total which need not be separately designated. See rule 6-07-3 with respect to companies organized or most recently reorganized prior to January 1, 1925.

(f) Unrealized appreciation or depreciation of assets.—See rule 6-02-9.

(g) Total of captions (a ) to (f), inclusive.(2) Balance of undistributed net income.(3) Net assets applicable to outstanding shares.

Rule 6-10 . What Schedules Are To Be Filed.(а) Except as otherwise expressly provided in

the applicable form:(1) The schedules specified below in this rule as

schedules I, V II, V III, and IX shall be filed as of the date of the most recent balance sheet filed for each person and for each group for which separate statements are filed. Such schedules shall be certified if the related balance sheet is certified.

(2) All other schedules specified below in this rule shall be filed for each period for which a statement of income and expense is filed. Such schedules shall be certified if the related statement of income and expense is certified.

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

(c) If the information required by any schedule (including the footnotes thereto) may be shown in the statements required by rules 6-03 to 6—09 without making such statements unclear or con­

fusing, that procedure may be followed and the schedule omitted.

(d ) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the statement of income and expense.

A. I n v e s t m e n t S c h e d u le s

Schedule I. Investments in securities o f un­affiliated issuers.—The schedule prescribed by rule 12-19 shall be filed in support of caption 7 of each balance sheet.

Schedule I I . Investments —Other than securi­tie s .—The schedule prescribed by rule 12-21 shall be filed in support of caption 8 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 1 percent of total assets or $50,000 whichever is less.

Schedule III. Investments in affiliates.—Theschedule prescribed by rule 12-22 shall be filed in support of caption 9 of each balance sheet.

B. M i s c e l la n e o u s S c h e d u le s

Schedule IV . Amounts due from directors and officers.—The schedule prescribed by rule 12-03 shall be filed with respect to each person among the directors and officers from whom any amount was owed at any time during the period for which related statements of income and expense are filed.

Schedule V. Indebtedness to affiliates.—The schedule prescribed by rule 12-11 shall be filed in support of caption 16 (b). This schedule and schedule I I I may be combined if desired.

Schedule V I. Reserves.—The schedule pre­scribed by rule 12-13 shall be filed in support of all reserves included in the balance sheet.

C . C a p it a l S e c u r it ie s

Schedule V II. Funded debt.—The schedule prescribed by rule 12-10 shall be filed in support of caption 16 (a) of each balance sheet.

Schedule VIII. Capital shares.(a) Open-end companies, all of whose outstand­

ing securities are redeemable at the option of the holder thereof, need not file this schedule.

(b) Closed-end companies shall file the schedule prescribed by rule 12-14 in support of caption 20 of each balance sheet.

Article 6 Rule 6 -1 0

28 SECURITIES AND EXCHANGE COMMISSION

Schedule IX . Other securities.—Schedules shall be filed in respect of any classes of securities issued by the person for whom the statement is filed, but not included in schedules V II and V III. As to guarantees of securities of other issuers, furnish the information required by rule 12-12. As to warrants or rights granted by the person for whom the statement is filed, to subscribe for or purchase

securities to be issued by such person, furnish the information called for by rule 12-15. As to any other securities, furnish information comparable to that called for by rules 12-10, 12-12, 12-14 or 12-15, as appropriate. Information need not be set forth, however, as to notes, drafts, bills of exchange or bankers’ acceptances having a maturity at the time of issuance of less than 1 year.

ARTICLE 6A. UNIT INVESTMENT TRUSTS

Rule 6-10A . Application of Article 6A.This article shall be applicable to financial state­

ments filed for unit investment trusts, including those which are issuers of periodic payment plan certificates, and financial statements filed for unincorporated management investment com­panies which are issuers of periodic payment plan certificates.Rule 6-11. Statements of Condition.

Statements of condition filed for persons to whom this article is applicable shall comply with the following provisions:

TRUST PRO PERTY

1. Investm ent in securities.—The aggregate cost and the aggregate value of investments included under this caption and caption 2 below shall be shown in the statement of condition parenthetically or otherwise. The method used in determining the “cost” shall be stated. For the purpose of this rule 6-11, “value” has the meaning defined in Section 2 (a) (39) (B) of the Investment Company Act of 1940. State in the statement of condition for each caption the basis of determining the amount at which investments are carried.

(a) Securities o f investm ent companies.—State separately (1) trust shares in trusts created or serviced by the depositor or sponsor of this trust;(2) trust shares in other trusts; and (3) securities of other investment companies.

(b) Securities o f other companies.—State sepa­rately (1) marketable securities and (2) other securities.

2. Investments other than securities.—State separately each major class. See instructions to caption 1.

3. Dividends and interest receivable.4. Cash.

5. Other property.—State separately each sig­nificant item. State the basis of determining the amounts.

LIA BILITIES, TRU ST SHARES, AND D IST R IB ­UTABLE FUNDS

6. L iab ilities.—State separately amounts pay­able to (a) trustee and custodian; and (b) depositor, sponsor, and their associates. State separately any other significant items.

7. Reserves not shown elsewhere.—State sepa­rately each significant item. If the caption used for each reserve stated separately is not clearly indicative of the purpose for which the reserve was created, explain the purpose in a note referred to under this caption.

8. Trust shares.—State for each class of trust shares (a) the title of issue, the number of trust shares outstanding and the total cost to the in­vestors of such trust shares; (b) the adjustment for market depreciation or appreciation; (c) other deductions from the total cost to the investors for fees, loads, and other charges; and (d) the net amount applicable to the investors. Explain in a note referred to under this caption the deductions for fees, loads, and other charges from the total cost to the investors.

9. Balance o f income and distributable funds applicable to trust shares.—The amount shown here shall agree with that shown in caption 19 of the related statement of income and distributa­ble funds.Rule 6-12. Statements of Income and Distributa­

ble Funds.The statements of income and distributable

funds filed for persons to whom this article is applicable shall comply with the following provi­sions:

A rticle 6A Rule 6-12

REGULATION S-X 29

INCOM E

1. D istributions and dividends.— State sepa­rately (a) distributions received on shares of invest­ment trusts, and (b) dividends on other securities. Exclude any distribution or portion thereof re­ceived on shares of investment trusts which is known to represent the return of any amount invested in the shares upon which such distribu­tion was paid. Also indicate the basis upon which dividends and distributions are taken into income (e. g., “cash” or “accrual” ; and if accrual whether as of declaration or record date); and, as to any distributions and dividends other than cash, the basis on which they have been taken up as income.

2. Interest.— State separately interest from (a) securities and (b) other sources.

3. Other income.— State separately by class of income each significant amount.

4. Total income.

E X P E N SE S

5. Taxes.6. Fees of the trustee and custodian.7. Fees of the depositor and sponsor.8. Legal fees and expenses.— State separately

each significant amount.9. Auditing fees and expenses.—State sepa­

rately each significant amount.10. Other expenses.—State separately by class

of expense each significant amount.11. Total expenses.12. Balance of income before gain or loss

realized from security transactions.—See caption 13 below.

13. Gain or loss realized from security trans­actions.—State separately the net of gains and losses arising from transactions in (a) trust shares of trusts created or serviced by the de­positor or sponsor of this trust; (b) trust shares in other trusts; and (c) other investments in securi­ties. State here or in a note herein referred to the principle followed in determining the cost of securities sold, e. g ., “average cost” or “first-in, first-out.” This caption, and caption 12 above, may be omitted by unit investment trusts pro­vided the information herein required is contained in Schedule I I I of rule 6-13, and provided there be given in a footnote in the financial statements(a) the aggregate amount received from sale of

securities; (b) the aggregate cost of the securities sold; (c) the realized gain or loss thereon; and (d ) the principle followed in determining the cost of securities sold, e. g., “average cost” or “first-in, first-out.”

14. Net income for the period.—I f captions 12 and 13 are omitted by unit investment trusts, this caption shall be changed to Net income for the period excluding gain or loss realized from security transactions.

15. Balance of income and distributable funds applicable to trust shares at the beginning of the period.

16. Additions to distributable funds.—State separately (a) that portion from the sale of trust shares which represents payments for participation in the balance of income and dis­tributable funds; and (b) any other significant amounts.

17. Deductions other than distributions.—State separately (a) amounts withheld (1) for reserves and (2) for investments, and (b) any other sig­nificant amounts.

18. D istribution to shareholders.—For each class of trust shares state the amount per share and in the aggregate. State, as to any distribu­tions other than cash, the nature of the distri­butions and the basis of determining the amount charged to income and distributable funds. Indicate here or in a note herein referred to the aggregate distributions made upon the surrender and cancellation of trust shares which represent income and distributable funds applicable thereto at the date of surrender and cancellation.

19. Balance of income and distributable funds applicable to trust shares at close of the period.

Rule 6-13. What Schedules Are To Be Filed.(а) Schedule IV, specified below, shall be filed

as of the date of the most recent statement of condition filed. The other schedules specified shall be filed for each period for which a statement of income and distributable funds is filed. All schedules shall be certified.

(b) Reference to the schedules shall be made against the appropriate captions of the statement of condition and the statement of income and distributable funds.

Schedule I. Investment in securities.—The schedule prescribed by rule 12-33 shall be filed

Article 6A Rule 6-13

30 SECURITIES AND EXCHANGE COMMISSION

in support of caption 1 of each statement of condition and of captions 1 and 2 of each state­ment of income and distributable funds.

Schedule II. Trust shares.—The schedule pre­scribed by rule 12-34 shall be filed in support of caption 8 of each statement of condition.

Schedule III. Gain or loss from transactions in trust property.— A schedule shall be submitted showing for each investment set forth in ScheduleI in which there were any sales or redemptions during the period: (a) the aggregate amount re­ceived from sale; (b) the aggregate cost of the investment sold; and (c) the realized gain or loss thereon.

Schedule IV. 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 statement of

condition in columnar form or by the submission of separate statements for each series of trust shares, a schedule shall be submitted showing the amount of trust assets, indicated by each state­ment of condition filed, which is applicable to each series of trust shares.

Schedule V. 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 o f income and distributable funds in columnar form or by the submission 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 income and distributable funds filed, which is applicable to each series of trust shares.

ARTICLE 6B. FACE-AM OUNT CERTIFICATE INVESTM ENT COM PANIES

Rule 6-20. Application of Article 6B.

This article shall be applicable to financial state­ments filed by investment companies which are issuers of face-amount certificates.

Rule 6-21. Special Rules Applicable to Face- Amount Certificate Investment Companies.

The financial statements filed by persons to which this rule is applicable shall be prepared in accordance with the following special rules in ad­dition to the general rules in 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.

1. Content of financial statements.—The finan­cial statements shall be prepared in accordance with the requirements of 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 herein required.

2. Certification.—Where, under the applicable form, financial statements are required to be certi­fied, the certifying accountant shall have been se­lected and ratified in accordance with section 32 of the Investment Company Act of 1940 and the applicable rules thereunder.

3. Consolidated and combined statements.— (a) Consolidated and combined statements filed for Article 6B Rule 6-21

face-amount certificate investment companies shall be prepared in accordance with article 4 ex­cept that statements of the registrant which is a face-amount certificate investment company and engages in no business of a material amount other than issuing or servicing of face-amount certifi­cates, may be consolidated only with the state­ments of subsidiaries which are also face-amount certificate investment companies; provided, how­ever, that (i) the subsidiaries are totally held, ex­cept as to outstanding face-amount certificates, by the parent, (ii) each face-amount certificate in­vestment company -maintains certificate reserves and qualified assets as provided by section 28 of the Investment Company Act of 1940, and (iii) separate financial statements for each company are filed.

(b ) Any face-amount certificate investment company may, however, file a consolidating state­ment which may include totally-held subsidiary companies, except face-amount certificate invest­ment companies, the inclusion of which in consoli­dation is prohibited by the provisions set forth in paragraph (a). Such consolidating statement shall set forth the individual statement of the parent company and each other company or groups of similar other companies.

4. Affiliates.—The term “affiliate” means an “affiliated person” as defined in section 2 (a) (3)

REGULATION S-X 31

of the Investment Company Act of 1940. The term “control” has the meaning given in section2 (a) (9) of that Act.

5. Qualified assets.— (a) For com panies issuing face-am ount certificates subsequent to December 31, 1940 under the provisions o f section 28 o f the In ­vestment Company Act o f 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.

(b ) 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. State in a note to the balance sheet the nature of the investments and other assets so maintained or required to be maintained by such legal instru­ments. If the nature of the qualified assets and amount thereof are not subject to the provisions of section 28 of the Investment Company Act of 1940, a statement to that effect shall be made.

(c) Loans to security holders may be included as a qualified asset 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.

6. Valuation o f qualified assets.— (a) The bal­ance sheet shall reflect all qualified assets at cost or amortized cost, whichever is appropriate. Such basis shall be explained in a note which should also state the policy followed in writing off or amortiz­ing any premium included in the cost of interest- bearing obligations. State, also, in an appropriate manner the amount of each kind of investments acquired from controlled companies and other affiliates, if material, during the period covered by the profit and loss or income statement, and the method used in determining the cost of any such investments.

(b) Market value of securities shall be stated parenthetically.

(c) Due consideration shall be given to evidence of probable loss and, where evidence indicates an apparently permanent decline in underlying value and earning power, recognition thereof shall be made by means of an appropriate write-down or the establishment of an appropriate reserve.

7. Certificate reserves.— (a) For companies is­

suing face-am ount certificates subsequent to Decem­ber 31 , 1940 under the provisions o f section 28 o f the Investment Company Act o f 1940, balance sheets shall reflect reserves for outstanding certificates computed in accordance with the provisions of section 28 (a) of the Act.

(b) 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 or such portion thereof as is credited to the account of certificate holders as and when accumulated at a rate not to exceed 3 ½ 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 3½ 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.

8. Inapplicable captions.—Attention is directed to the provisions of rules 3-02 and 3-03 (a). which permit the omission of separate captions in financial statements as to which the items and conditions are not present, or the amounts involved are not material. However, amounts involving directors, officers and affiliates shall nevertheless be separately set forth except as

Article 6B Rule 6-21

32 SECURITIES AND EXCHANGE COMMISSION

otherwise specifically permitted under a particular caption.

Rule 6-22. Balance Sheets.Balance sheets filed under this rule shall comply

with the following provisions:

ASSETS AND OTHER D EBITS

Q u a l i f ie d A s s e ts

(See rule 6 - 2 1 - 5 (a) and (b))

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

2. Dividends and interest receivable.— (a) Divi­dends shall not be included before the ex-dividend date, nor unless payment is reasonably assured by past experience, guaranty, or otherwise. No dividend shall be included on stocks issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.

( b ) Interest due or accrued on bonds, notes, deposits, loans, open accounts, and other interest- bearing obligations owned, shall not be included unless payment is reasonably assured by past experience, guaranty, or otherwise. No interest shall be included on securities issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.

3. Notes receivable.4. Accounts receivable.5. Reserves for doubtful receivables.—Notes

and accounts receivable known to be uncollectible shall be excluded from the assets as well as from any reserve account.

6. Investments in unaffiliated issuers.—See rule 6-21-6.

(а) Securities.—State separately investments in (i) United States Government bonds and other obligations (including only direct obligations of the United States Government); (ii) other bonds; and (iii) other securities.

(b) F irst mortgage loans on real estate.—State separately (i) mortgages insured by an agency acting as an instrumentality of the United States Government; (ii) mortgages guaranteed by an agency acting as an instrumentality of the United States Government; and (iii) other first mortgages. A rtic le 6B Rule 6-22

There shall also be shown in an appropriate manner (1) the aggregate amount of self-amortiz­ing mortgages, and (2) the amount of mortgages in respect of which interest or principal payments are past due for more than three months.

(c) Other mortgage loans on real estate. —Such classification shall be used as is appropriate under the circumstances.

(d) Reserves for investments in unaffiliated issuers.

(e) There shall be shown in an appropriate manner the average gross rates of return realized by the company, for each period for which profit and loss or income statements are filed, on each class of investment shown in this caption.

7. Real estate owned.—State separately (a) real estate acquired through foreclosure of mortgages; and (b) other real estate investments.

8. Reserve for real estate owned.9. Loans to certificate holders secured by cer­

tificate reserves.—See rule 6-21-5 (c).10. Other qualified assets.--State separately

(a) investments in and advances to controlled companies and (b) other affiliates; (c) each special fund of a material amount; (d) unamortized premium on mortgages; and (e) any other material amounts.

11. Total qualified assets.—State in a note the amount of qualified assets on deposit classified as to general classes of assets and as to general types of depositaries, such as banks an d states, together with a statement as to the purpose of the deposits.

O t h e r A ss e ts

12. Investments in unaffiliated issuers, not in­cluded in total of caption 11 .—State separately each class of investment.

13. Investments in and advances to affiliates.—State separately investments in (a) controlled companies and (b) other affiliates. The basis of determining the amount shall be explained in an appropriate manner.

14. Prepaid expenses and other deferred item s.—State separately any material items. State in a note to this caption the provisions which have been made to write off or amortize such items.

15. Other assets.—State separately (a) amounts due from directors and officers, and (b) any other

REGULATION S -X 33

item in excess of 5 percent of the amount of all assets other than qualified assets.

LIA BILITIES, CAPITAL SHARES, AND SURPLUS

C e r t if ic a t e R e s e r v e s and C u r r e n t L i a b i l i t i e s

16. Certificate reserves.—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 maturity 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.

17. Current liabilities, exclusive of certificate reserve liabilities.

(a) Notes payable.—State separately amounts payable within one year (i) to banks and (ii) to others.

(b) Accounts payable.—State separately (i) amounts payable for purchase of securities and(ii) other accounts payable.

(c) Accrued lia b ilitie s .—State separately (i) accrued salaries; (ii) tax liability; (iii) interest; and(iv) any other material item. If the total under this subcaption is not material, it may be stated as one amount.

(d) Sundry liab ilities o f a current nature.— State separately (i) dividends declared; (ii) serial bonds, notes and mortgages installments and mort­gages due within one year; (iii) total of current amounts due to affiliates; (iv) total of current amounts due directors and officers; and (v) other items of material amount.

18. Total certificate reserves and current lia­bilities.

Ot h e r L i a b i l i t i e s

19. Funded debt.—If any amount included herein will fall due within one year, indicate such amount and explain in a note the reason for not including such amount as a current liability.

20. Indebtedness to affilia tes—Not curren t.— State separately amounts due to (a) controlled companies, and (b) other affiliates.

21. Other long-term debt.—Indicate whether secured. State separately (a) total of amounts

due directors and officers; and (b) other long-term debt, specifying any material item. State sepa­rately by years, in the balance sheet or in a note therein referred to, total amounts of respective maturities for the 5 years following the date of the balance sheet.

22. Other lia b ilitie s .—State separately any amount in excess of 10 percent of the total of lia­bilities other than certificate reserves, funded debt, capita] shares and surplus.

D e f e r r e d I ncome

23. Deferred incom e.—State separately each material item and the basis of taking amounts re­ported under this caption into income.

R e s e r v e s N o t S h o w n E l s e w h e r e

24. Reserves not shown elsewhere.—State sep­arately each major class and indicate clearly its purpose.

C a p it a l S h a r e s an d S u r p l u s

25. Capital shares.—State for each class of shares (a) the title of issue; (b) the number of shares authorized; and (c) the number of shares outstanding and the capital share liability thereof. Show also the dollar amount, if any, of capital shares subscribed but unissued, and of subscrip­tions receivable thereon.

26. Surplus.—(a) Show the division of this item into (i) paid-in surplus; (ii) other capital surplus; (iii) earned surplus.

(b) If undistributed earnings of subsidiaries are included, state the amount thereof parenthetically, or otherwise. Due consideration shall be given to the propriety of including any undistributed earnings on which restrictions are imposed.

(c) An analysis of each surplus account setting forth the information prescribed by rule 11-02 shall be given for each period for which a profit and loss or income statement is filed, as a con­tinuation of the related profit and loss or income statement or in the form of a separate statement of surplus, and shall be referred to in the balance sheet.Rule 6-23. Profit and Loss or Income Statements.

Statements filed under this rule shall comply with the following provisions:

A rticle 6B Rule 6-23

34 SECURITIES AND EXCHANGE COMMISSION

I n v e s t m e n t I n c o m e a n d E x p e n s e s

( I n c lu d in g S e r v i c i n g a n d L o a d i n g I n c o m e a n d E x p e n s e s )

1. Income.— (a) State separately (i) interest on mortgages; (ii) interest on securities; (iii) cash dividends; (iv) rentals; and (v) other investment income. 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 controlled companies and from other affili­ates.

(b) Due consideration shall be given to the propriety of treating as income, dividends on stock acquired or disposed of during the period of report.

(c) Due consideration shall be given to the propriety of treating extraordinary dividends as income. For the purpose of this rule the term “extraordinary dividends” shall mean (i) divi­dends which are known to have been declared out of sources other than current earnings or earned surplus and (ii) dividends which are declared otherwise than out of earnings of the current or preceding year and are abnormal in size in rela­tionship to the value of the securities upon which declared.

(d) Dividends in arrears on preferred stock may not be treated as income in an amount which ex­ceeds an amount arrived at by applying the stated dividend rate to the period during which the stock has been held, provided, that, in computing the period held, periods of more than one-half of a quarter-year may be treated as full quarter-years, if periods of less than one-half of a quarter-year are not counted. Any such dividends which are treated as income but which are applicable to periods prior to the current fiscal year shall be included under caption 1 (a) (v).

{e) Dividends by controlled companies may be treated as income only to the extent that they are out of earnings subsequent to (i) the date of acquisition or (ii) the effective date of a reorgan­ization or quasi-reorganization of the receiving company, if such date is subsequent to the date of acquisition.

(f) Due consideration shall be given to the pro­priety of treating, as income, interest received on investments which were in default when acquired. Any such interest which may be treated as in­come shall not be treated as ordinary interest in- Artic le 6B Rule 6-23

come in an amount in excess of the amount arrived at by applying the stated interest rate to the period of report, and any excess thereof shall be included under caption 1 (a) (v) above. The policy fol­lowed in accounting for such interest shall be stated in a note.

(g) Common stock received as a dividend on common stock of the same issuer shall not be treated as income, and no amount shall be debited to investments or credited to income or surplus at the time such dividend is received.

(h) State as to any non-cash dividends, other than stock dividends referred to in paragraph (g), and as to preferred stock received as a stock divi­dend, the basis on which taken up as income. If any such dividends received from controlled com­panies have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.

(i) State separately each category of other in­vestment income representing more than 5 per­cent of the total of such income shown under caption 1 (a) (v).

(j) Dividends and interest applicable to an issuer’s own securities held in its treasury or its sinking or other special funds shall not be treated as income.

2 . Service fees on certificate installment pay­ments.—State in a note the basis on which taken up as income.

3. Loading credits on certificate installments.—State separately (a) the portion of initial loading credits applicable to the current year, and (b) other loading credits. State in a note the basis on which taken up as income.

4. Other income.—State separately each ma­terial item.

5 . Total investment income.6. Investment expenses.—State separately each

category of expense representing more than 5 per­cent of the total expense. There shall also be shown in an appropriate manner (a) the amount of management, service and other fees to unaf­filiated persons; (b) the amount of management, service and other fees to affiliated persons, indi­cating in a note or otherwise (i) the name of each such person accounting for 10 percent or more of the total under this subcaption, (ii) the nature of the affiliation between the company and each

REGULATION S -X 35

such person, (iii) the amount applicable to each such person, and (iv) the basis and methods of computing management or service fees; and (c) other expenses within the person’s own organiza­tion in connection with research, selection, and supervision of investments. State in a note re­ferred to under this item the basis and methods of computing management, service and other fees and if none was incurred for the period of report, the reason therefor. If any of the expenses were paid otherwise than in cash, state the details in a note referred to under this caption.

7. Taxes.—The amount included under this caption shall represent taxes (other than taxes on income) applicable to investment income.

8. Interest and debt discount and expense.— State separately (a) interest on funded debt; (b) amortization of debt discount and expense or premium; and (c) other interest.

9. Total investment expenses.10. Investment income less investment ex­

penses.11. Provision for certificate reserves.—State

separately provision for additional credits, or any dividends, or any interests, in addition to the minimum maturity or face amount specified in the certificates. State also in an appropriate manner reserve recoveries from surrenders or other causes.

12. Net investment income less provision for certificate reserves.

O t h e r I n c o m e a n d E x p e n s e s

13. Income from other operations.—State sep­arately, with explanation, any material amounts, designating clearly the nature of the transactions out of which the items arose. Income from opera­tions with affiliated companies shall be stated sep­arately. Realized gain or loss on sale of mortgage loans on real estate shall be included under this caption, provided, such sales are part of the ordi­nary and recurring operations of the business.

14. Expenses applicable to income from other operations.—State separately, with an explana­tion, any material amounts. Information com­parable to that required under caption 6 of this rule shall be given for items shown under this caption.

15. Net income from other operations.

16. Net investment income and net income from other operations before realized gain or loss on investments.

G a in o r L o s s o n I n v e s t m e n t s

17. Realized gain or loss on sales of invest­ments.— (a) State in an appropriate manner the aggregate cost, aggregate proceeds, and net gain or loss from sales of each of the following classes of investments; (i) investments in securities of affiliates; (ii) investments in other securities, showing United States Government bonds and other direct government obligations separately; and (iii) other investments, exclusive of gain or loss on sale of mortgage loans on real estate. See text under caption 13 above.

(b) Transactions in shares of the person for which the statement is filed shall not be included here.

(c) State in a note the aggregate cost of securi­ties acquired during the period, showing separately(i) United States Government bonds and other direct government obligations; (ii) other securities; and (iii) mortgages on real estate.

(d) State the basis followed in determining the cost of investments sold. If a basis other than average cost is used, state, if practicable, the gain or loss computed on the basis of average cost.

18. Realized gain or loss on other trans­actions.— (a) Include under this caption exchanges of investments. Show the aggregate cost of the investments released, stating, as to interest-bear­ing obligations, principal and interest separately and, as to the proceeds of the exchanges, the aggregate amount at which the investments acquired were recorded in the accounts.

( b ) Include also under this caption any write­downs required by rule 6-21-6. Show the aggre­gate cost and the aggregate adjusted cost of the investments involved.

19. Net income before provision for income taxes.

20. Provision for taxes on income.—State sep­arately (a) Federal income taxes, and (b) other income taxes.

21. Net income or loss.—The amount included under this caption shall be carried to the related subdivision of surplus.

A rticle 6B Rule 6-23

36 SECURITIES AND EXCHANGE COMMISSION

Rule 6-24. What Schedules Are To Be Filed.(а) Except as otherwise expressly provided in

the applicable forms:(1) The schedules specified below in this rule

as schedules I, V, X I, X II, and X I I I shall be. filed as of the date of the most recent balance sheet filed for each person and for each group for which separate statements are filed. Such schedules shall be certified if the related balance sheet is certified.

(2) All other schedules specified below in this rule shall be filed for each period for which a profit and loss or income statement is filed, except as indicated below for schedules I I I and IV. Such schedules shall be certified if the related profit and loss or income statement is certified.

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

(c) If the information required by any schedules (including the notes thereto) may be shown in the statements required by rule 6-22 and 6-23 without making such statements unclear or confusing, that procedure may be followed and the schedule omitted.

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

A. I n v e s t m e n t S c h e d u l e s

Schedule I. Investment in securities of unaffil­iated issuers.

The schedule prescribed by rule 12-35 shall be filed in support of captions 6 (a) and 12 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 rule 12-36 shall be filed in support of captions 10 and 13 of each

balance sheet and caption 1 (a) of each profit and loss or income statement. 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 rule 12-37 shall be filed in support of captions 6 (b) and (c) and 12 of each balance sheet and caption 1 (a) (i) of each profit and loss or income statement, except that only the information required by column G and note 8 of the schedule need be furnished in support of profit and loss or income statements for years for which related balance sheets are not required.

Schedule IV. Real estate owned and rental income.

The schedule prescribed by rule 12-38 shall be filed in support of captions 7 and 12 of each balance sheet and caption 1 (a) (iv) of each profit and loss or income statement for rental income included therein, except that only the information required by columns 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 profit and loss or income statements for years for which related balance sheets are not required.

B. M i s c e l l a n e o u s S c h e d u l e s

Schedule V. Qualified assets on deposit.The schedule prescribed by rule 12-41 shall be

filed in support of note required by caption 11 of rule 6-22 as to total amount of qualified assets on

deposit.

Schedule VI. Amounts due from directors and officers.

The schedule prescribed by rule 12- 03 shall be filed with respect to each person among the direc­tors and officers from whom any amount was owed at any time during the period for which related profit and Joss or income statements are filed. The schedule shall include also amounts due from employees. These amounts may be shown in an aggregate amount setting forth separately the amount due (1) from office employees and (2) sales employees, stating the total number of employees in each class. State if an exemption has been

A rticle 6B Rule 6-24

REGULATION S -X 37

granted by the Commission with respect to amounts included in this schedule.

Schedule VII. Indebtedness to affiliates—Not current.

The schedule prescribed by rule 12-11 shall be filed in support of caption 20 of each balance sheet. This schedule and schedule I I may be combined if desired.

Schedule VIII. Supplementary profit and loss in­formation.

The schedule prescribed by rule 12-39 shall be filed in support of each profit and loss or income statement.

C . R e s e r v e S c h e d u l e s

Schedule IX. Certificate reserves.The schedule prescribed by rule 12-40 shall be

filed in support of caption 16 of each balance sheet.

Schedule X. Reserves—Other.The schedule prescribed by rule 12-13 shall be

filed in support of all other reserves included in the balance sheet.

D. C a p i t a l S e c u r i t i e s

Schedule XI. Funded debt.The schedule prescribed by rule 12-10 shall be

filed in support of caption 19 of each balance sheet.Schedule XII. Capital shares.

The schedule prescribed by rule 12-14 shall be filed in support of caption 25 of each balance sheet.Schedule XIII. Other securities.

Schedules shall be filed in respect of any classes of securities issued by the person for whom the statement is filed, but not included in schedules XT and X II. As to guarantees of securities of other issuers, furnish the information required by rule 12-12. As to warrants or rights granted by the person for whom the statement is filed, to subscribe for or purchase securities to be issued by such person, furnish the information called for by rule 12-15. As to any other securities, furnish information comparable to that called for by rules 12-10, 12-12, 12-14 or 12-15, as appropriate. Information need not be set forth, however, as to notes, drafts, bills of exchange or bankers’ acceptances having a maturity at the time of issuance of less than one year.

ARTICLE 7. INSURANCE COMPANIES OTHER THAN LIFE AND TITLE INSURANCE COMPANIES

Rule 7-01. Application of Article 7.This article shall be applicable to financial

statements filed for insurance companies other than life and title insurance companies.Rule 7-02. General Requirement.

Except as otherwise provided in this article, persons subject to this article shall follow the rules and instructions governing the definition and computation of items in annual statements to their State regulatory authority. If the registrant deviates from such rules and instruc­tions of its State regulatory authority, except in accordance with the provisions of this article, the reason for and effect of such deviation shall be stated.Rule 7-03. Balance Sheets.

Balance sheets filed for insurance companies shall comply with the following provisions:

A SSETS AND O TH ER D E B IT S

1. Real estate owned.2. Mortgage loans on real estate.—State sep­

arately (a) first liens and (b) other than first liens.3. Bonds.4. Investments in stocks other than stocks

of affiliates.5. Investments in stocks of affiliates.(а) In insurance companies.—Include only

stocks of insurance companies under this sub­caption.

(b) In other affiliates.—Include under this subcaption stocks of other affiliates. If any such “other affiliate” controls insurance com­panies the stock of such “other affiliate” shall be included under this subcaption, and the fact of such control shall be stated in a note to the balance sheet.

6. Cash and cash items.—State separatelyA rticle 7 Rule 7-03

38 SECURITIES AND EXCHANGE COMMISSION

(a) cash on hand, demand deposits, and time deposits; (b) call loans; and (c) deposits in closed banks or deposits under withdrawal restrictions. Amounts shall be included under (c) at not more than the estimated amount recoverable.

7. Agents’ balances and/or gross premiums in course of collection.

8. Due from other insurance companies.- Include reinsurances recoverable on losses paid, etc.; do not include premium balances.

9. Interest, rent, etc., due and accrued.10. Other assets.—State separately any sig­

nificant amounts.Total admitted assets.

L IA B IL IT IE S , CA PITA L STO CK, AND SU R PLU S

11. Net reserve for unpaid losses and claims.12. Estimated expenses of investigation and

adjustment of unpaid claims.13. Unearned premiums.14. Contingent commissions and other com­

missions and brokerage due or accrued.15. Salaries, rent, taxes, interest, etc., due or

accrued.16. Due and to become due for borrowed

money.17. Dividends declared and unpaid.—(a) To

stockholders and (b) to policyholders.18. Other liabilities.—State separately any sig­

nificant items.19. Capital stock.—State in the balance sheet

for each class of stock the title of issue, the number of shares authorized, and the number of shares outstanding and the capital stock liability thereof. Show also the dollar amount, if any, of capital stock subscribed but unissued, and of subscrip­tions receivable thereon.

20. Surplus.—(a) Show in the balance sheet the division of this item into (1) paid-in surplus,(2) earned surplus, and (3) unrealized surplus arising from revaluation of assets. However, if, in the accounts, separate balances for these are not shown at the beginning of the period of report,i. e., if the company has not, up to the opening of the period of report, differentiated in its ac­counting for surplus as indicated above, then the unsegregated items may be stated in one amount.

(b) An analysis of each surplus account setting forth the information prescribed in rule 11-02 Article 7 Rule 7-04

shall be given for each period for which a profit and loss statement is filed, as a continuation of the related profit and loss statement or in the form of a separate statement of surplus, and shall be referred to in the balance sheet. In this statement caption 3, Other additions to surplus, shall be subdivided to show (1) unrealized profit on bonds and stocks from change in market values, (2) un­realized profit on other investments from change in market values, and (3) all others, designating clearly the nature thereof. Likewise, caption 4, Deductions from surplus other than dividends, shall be subdivided to show (A) unrealized loss on bonds and stocks from changes in market values, (B) unrealized loss on other investments from changes in market values, and (C) all others, designating clearly the nature thereof.

Total.SPEC IA L BALANCE SH E E T N O TES

1. State in a note whether or not the company during the period of report wrote mortgage guar­antee surety bonds. If so, state the amount of liability in force on mortgage guarantee surety bonds as of the date of the balance sheet.

2. Assets shall be set forth in the balance sheet at admitted asset values. Book values of assets included under captions 1, 2, 3, 4, 5 (a), and 5 (b) shall be shown parenthetically or in a note. There shall also be added as a note to the balance sheet the following:

“The term ‘admitted asset value’ means the ‘asset value’ a t which the respective assets are permitted to be reported to the respective domiciliary State regulatory authority for balance sheet purposes in the annual report in accord­ance with the rules and regulations of such regulatory authority.

“The term ‘non-admitted assets’ means ‘assets’ other than assets which are so permitted to be reported.”

Rule 7-04. Statement of Non-Admitted Assets.(a) In a separate statement accompanying the

balance sheet, show all non-admitted assets, segre­gated according to the captions used in the annual statement filed with the respective domiciliary State regulatory authority. Designate by ap­propriate symbol all non-admitted assets which have been deducted in arriving at the admitted asset value of any item shown in the balance sheet.

(b) File schedules giving the information spec­

REGULATION S -X 39ified for the non-admitted assets of the categories enumerated below:

(1) Bills receivable.—File a list of bills and notes receivable exceeding $25,000, giving expla­nation of how acquired, and present status of transactions.

(2) Advances on contracts.—File an itemized list with a brief explanation of advances on each contract.

(3) Accounts of agents and others.—File a list of (A) all agents’ or brokers’ accounts over $10,000;(B) individual assured accounts over $5,000; and(C) indicate any person so listed which is con­trolled by any director or officer of the registrant, any principal underwriter of any securities of the registrant sold by the registrant within the past three fiscal years, or any principal holder of equity securities; and give the original date on which the obligation was incurred.Rule 7-05. Profit and Loss or Income Statements.

Profit and loss or income statements filed for in­surance companies shall comply with the following provisions:

U N D E R W R IT IN G P R O F IT OR LOSS

1. Premiums earned.2. Losses incurred.—State the total losses in­

curred during the year, computed on the following basis: For the first year of a company’s existence, add losses paid and losses outstanding (reported but not paid). For subsequent years, deduct losses outstanding at the end of the previous period from the loss reserves at the end of the present year, and add losses paid during the year.

3. Loss expense incurred.—Add loss expenses paid during the current year to the estimate of expenses and adjustments of unpaid claims, de­ducting estimate of expenses and adjustments of unpaid claims at the end of the previous year.

4. Balance.5. Commissions and brokerage—Incurred.—

State commissions and brokerage less amount re­ceived on return premiums and reinsurance.

6. Salaries and all other compensation of direc­tors and officers—Incurred.

7. All other salaries of employees and agents not paid by commission—Incurred.

8. Taxes, licenses, and fees—Incurred.—State the total amount incurred, excluding income taxes.

9. All other underwriting expenses—Incurred.—State the total amount of all other underwriting expenses incurred not included above. Do not include investment expense under this caption.

10. Profit or loss from underwriting during the period.

11. Other underwriting profit or loss.—Include income or loss from unusual or nonrecurring con­tingent profits or reinsurance agreements, pools, and other miscellaneous contracts, licenses, and agreements, etc. Give in a note a brief explanation of any items included in this account.

12. Total profit or loss from underwriting.

IN V E ST M E N T IN CO M E OR LOSS

13. Rents earned.14. Interest earned on mortgages.15. Interest earned on bonds.16. Dividends.—(a) From stocks other than

stocks of affiliates and (b) from stocks of affiliates.17. Interest earned on deposits.18. Other investment income. —State separately

any significant items.19. Profit on sale or maturity of investments.20. Total investment income.21. Investment expense.—Include interest on

incumbrances, real estate expense, supervisory service, and other fees, etc. State separately any significant items.

22. Loss on sale or maturity of investments.23. Other investment loss.—State separately

any significant items.24. Net investment income or loss.—Unrealized

profit or loss on bonds, stocks, or other investments resulting from change in market values shall be carried direct to the appropriate surplus account.

25. Net profit or loss before provision for in­come taxes.

26. Provision for income taxes.—State sepa­rately (a) Federal normal income taxes, (b) other Federal income taxes, and (c) other income taxes.

27. Net income or loss after provision for income taxes. Rule 7-06. What Schedules Are To Be Filed.

(a) Except as provided otherwise in the appli­cable form—

(1) The schedules specified below in this rule as schedules V III, IX , and X and part I of schedules I, II , I II , IV, and VI shall be filed as of the date of

Article 7 Rule 7-06

40 SECURITIES AND EXCHANGE COMMISSION

the most recent balance sheet filed for each person or group. Such schedules shall be certified if the related balance sheet is certified.

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

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

Schedule I. Real estate owned and rents earned.—The schedule prescribed by rule 12-23 shall be filed in support of caption 1 of each balance sheet and caption 13 of each profit and loss state­ment.

Schedule II. Mortgage loans on real estate and interest earned on mortgages.—The schedule prescribed by rule 12-24 shall be filed in support of caption 2 of each balance sheet and caption 14 of each profit and loss statement.

Schedule I II . Bonds and interest earned on bonds.—The schedule prescribed by rule 12-25 shall be filed in support of caption 3 of each balance sheet and caption 15 of each profit and loss state­ment.

Schedule IV. Stocks—Other than stocks of affiliates and income from dividends thereon.—The schedule prescribed by rule 12-26 shall be filed in support of caption 4 of each balance sheet and caption 16 (a) of each profit and loss state­ment.

Schedule V. Summary of investments in secu­

rities—Other than securities of affiliates.—Thesummary schedule prescribed by rule 12-27 shall be filed in conjunction with schedules I I I and IV.

Schedule VI. Investments in stocks of affiliates and income from dividends thereon.—The sched­ule prescribed by rule 12-28 shall be filed in support of caption 5 of each balance sheet and caption 16 (b) of each profit and loss statement.

Schedule VII. Premiums, losses, and commis­sions.—The schedule prescribed by rule 12-29 shall be filed in support of caption 13 of each balance sheet and captions 1, 2, 3, 5, 6, 7, 8, and 9 of each profit and loss statement.

Schedule V III. Due and to become due for borrowed money.—The schedule prescribed by rule 12-30 shall be filed in support of caption 16 of each balance sheet.

Schedule IX. Capital shares.—The schedule prescribed by rule 12-14 shall be filed in support of caption 19 of each balance sheet.

Schedule X. Other securities.—If there are any classes of securities not included in schedule IX , set forth in this schedule information concerning such securities corresponding to that required for the securities included in such schedule. Infor­mation need not be set forth, however, as to notes, drafts, bills of exchange, or bankers’ acceptances, having a maturity at the time of issuance of not exceeding one year.

Schedule XI. Profit and loss on sale or maturity of investments.—The schedule prescribed by rule 12-31 shall be filed in support of captions 19 and 22 of each profit and loss statement.

ARTICLE 8. COMMITTEES ISSUING CERTIFICATES OF DEPOSIT

Rule 8-01. Application of Article 8.This article shall be applicable to financial state­

ments filed for committees issuing certificates of deposit.

Rule 8-02. Statements of Assets and Liabilities.Statements of assets and liabilities shall be in

Article 8 Rule 8-02

the following form:

ST A T E M E N T OF A SSETS AND L IA B IL IT IE S

As o f _________________

ASSETSCash____________ ___________________________ ________Receivables (specify)________________________ ________Advances to committee members or s e c r e ta ry ,__ ____

REGULATION S -X 41

Investments in securities (specify) 1. Miscellaneous other assets (specify) 2

Subtotal______________________________Expenses of committee chargeable against de­

posited securities 3_________________________

Total_________________________________LIA B IL IT IE S

Notes payable:To banks (detail security)_______________To others (specify and detail security)__

Accounts payable____________________________Other liabilities 4____________________________

T otal_________________________________ _________

1 Each issue of securities shall be shown either here or in a schedule herein referred to. State the basis of deter­mining the amount at which carried and, if available, the aggregate amount at current market quotations.

2 Each class of “ Miscellaneous Other Assets,” if signifi­cant, shall be specified either here or in a schedule herein referred to. State the basis for determining the amount at which carried.

3 State in a note to this item any limits fixed by the de­posit agreement or otherwise upon the compensation and expenses of the Committee, and also the nature and extent of any lien of the Committee on the deposited securities for such compensation and expenses.

4 (a) Each class of “Other Liabilities” shall be specified either here or in a schedule herein referred to.

(b) In a note describe briefly the nature of any commit­ment for compensation or other expenditures not included in “Other Liabilities,” and state the amount or any basis agreed upon for determining the amount thereof. De­scribe briefly the general nature of any services rendered to the Committee, the cost of which is not included in “Other Liabilities” and as to which no commitment for compensation has been made. Separate descriptions of the services of the Committee, the secretary thereof, coun­sel, accountants, appraisers, depositary, and persons per­forming similar functions shall be given.Rule 8-03. Statements of Cash Receipts and

Disbursements.Statements of cash receipts and disbursements

shall be in the following form:ST A T E M E N T OF CASH R E C E IP T S AND

D ISB U R SE M E N T S 1RECEIPTS

Proceeds from loans and advances 2—Against deposited securities_____________ ___________Other___________________________________ _________

Assessments—On withdrawn securities Others (specify)________

Total________________

Other receipts—Dividends_______Interest_________All other (specify)

Total

Total receipts________________

DISBURSEMENTS

For committee expenses—Compensation and fees to:

Committee members_________Secretary------------------------------Attorneys-----------------------------Solicitors for deposits------------Depositary__________________Others 3_____________________

Total___________________Interest_____________________Other committee expenses 2—

Total committee expenses..

Other disbursements—Purchase of securities called for depositPurchase of other securities___________All other (specify)____________________

Total other disbursements

Total disbursements________

SUMMARY

Cash balance at beginning of periodAdd total receipts_________________

Total_______________________Deduct total disbursements------------

Cash balance at close of period 4.

1 If statements are required for different periods the statements shall be presented in columnar form, if practi­cable.

2 Include under this caption only advances to be reim­bursed by the Committee. Under each of the two sub­captions state separately amounts received from (a) banks, (b) original underwriters of issues called for deposit, (c) individuals, (d) committee members and (e) others (specify).

3 Such expenses shall be specified in reasonable detail either here or in a schedule herein referred to, indicating amounts for clerical, statistical, and other expenses paid to (a) original underwriters of issues called for deposit and any affiliates of such underwriters and (b) affiliates of committee members.

4 The cash balance at the close of the most recent periodshall agree with the cash shown in the statement of assetsand liabilities as of the same date.

A rticle 8 Rule 8-03

42 SECURITIES AND EXCHANGE COMMISSION

ARTICLE 9. BANK HOLDING COMPANIES AND BANKS

Rule 9-01. Application of Article 9.(а) Bank holding companies.—Financial state­

ments filed for bank holding companies shall be prepared in accordance with article 5 and rules 9-02, 9-03, and 9-04 of this article.

(b) Banks.—Financial statements filed for banks shall be prepared in accordance with rule 9-05 of this article.Rule 9-02. Balance Sheets of Bank Holding Com­

panies.(a) Notwithstanding the provisions of rule 5-02,

current assets and current liabilities need not be separately classified as such.

(b) Any amounts with respect to affiliated banks includible under the following captions prescribed by rule 5-02 shall be set forth separately under the respective captions:

(1) Caption 1—Cash and cash items.(2) Caption 9—Securities of affiliates.(3) Caption 10—Indebtedness of affiliates—

Not current.(4) Subdivision (a) of caption 22—Notes pay­

able.(5) Subdivisions (c) and (e) of caption 25—

Other current liabilities.(6) Caption 29—Indebtedness to affiliates—

Not current.(c) The segregated amounts shown under cap­

tion 9, Securities of affiliates, applicable to secu­rities of affiliated banks shall preferably be stated at net tangible asset value.Rule 9-03. Profit and Loss or Income Statements

of Bank Holding Companies.The following captions shall be in complete sub­

stitution for captions 1A to 8, inclusive, of rule 5-03.

1. Income.— (a) State separately the total of income from (1) cash dividends, (2) interest, (3) management and service fees, and (4) other income (specifying any significant items), exclusive of profits and income under caption 9, Profits on securities, and caption 10, Miscellaneous other income.

(b) As to dividends, state separately, if signifi­cant, the amount from (1) securities of affiliates,(2) marketable securities, and (3) other security investments.A rticle 9 Rule 9-05

(c) State as to any dividends other than cash, the basis on which they have been taken up as income and the justification, if any, for such action. If any such dividends received from affiliates have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.

(d) As to interest, state separately, if significant, the amount from (1) securities of affiliates and indebtedness of affiliates, (2) marketable securities, and (3) other security investments.

2. Expenses for salaries.—State separately the total of salaries (a) to directors and officers, and(b) to others. If paid in other than cash, state the details in a note referred to in the profit and loss statement.

3. Taxes.—Other than income and excess profits taxes.

4. Other expenses.—State separately by class of expense any significant amounts.

5. Balance.

Rule 9-04. What Schedules Are To Be Filed for Bank Holding Companies.

The following special provisions shall be appli­cable to the schedules specified in rule 5-04:

Schedule I.—The schedule prescribed by rule 12-02 shall be filed in support of captions 2 and 11 of each balance sheet.

Schedule III.-—The caption of the schedule prescribed by rule 12-04 shall be changed to read as follows: Schedule I I I. Investments in secu­rities of affiliates other than banks.

Schedule III-A .—Investments in securities of affiliates—Banks.—The schedule prescribed by rule 12-32 shall be filed for each balance sheet in support of the special subdivision of caption 9 prescribed by rule 9-02 (b).

Rule 9-05. Statements of Banks.(a) Statements of banks need not be certified.(b) Statements of banks shall be prepared from,

and in substantially the same form as, the '‘Re­ports of Condition” and the “Reports of Earnings and Dividends” prescribed by the Comptroller of the Currency or the Board of Governors of the Federal Reserve System or the Federal Deposit

REGULATION S -X 43Insurance Corporation. Such statements shall be accompanied by the schedules called for in such “Reports of Condition” except the schedules relating to (1) the names of officers and directors, liabilities, if any, and par value of capital owned;(2) loans or balances exceeding the limit pre­scribed by State law; (3) contingent liabilities; and(4) branches and branch offices. In case any bank did not report to one of such Federal authorities, the financial data concerning such bank shall be drawn from the reports required by its respective State authority, and shall be commensurate with that required concerning a bank that does report to one of such Federal authorities.

(c) Each statement of a bank and each com­bined statement of bank subsidiaries required to

be filed shall be supplemented by an attached schedule showing the following:

(1) Book value, and market, or, if there is no market, appraised value, separately stated, of (A) direct obligations of, and obligations fully guaran­teed by, the United States Government; (B) in­vestments in affiliated companies principally engaged in holding banking premises or other real estate; and (C) other bonds, stocks, and securities.

(2) Estimated losses not elsewhere provided for on the following bank assets, separately stated: (A) Loans and discounts; (B) bank premises;(C) other real estate; and (D) other assets.

(3) The total of loans and other advances to officers and directors of the registrant and principal holders of equity securities of the registrant.

ARTICLE 10. NATURAL PERSONS

Rule 10-01. Financial Statements of Natural Persons.

A natural person may file the following financial statements in place of any balance sheets and profit and loss statements otherwise required in the applicable form or instructions thereto:

(a) A statement of his assets and liabilities as of a date within 93 days and statements of his income (1) for the calendar year ended prior to such statement of assets and liabilities, and (2) for the two preceding calendar years if the appli­cable form requires profit and loss statements for three fiscal years. These statements shall be set forth in reasonable detail and need not be certified.

(b) Balance sheets and profit and loss or income statements of—

(1) Every business of which he is sole proprietor;(2) Every partnership in which he has a con­

trolling interest;(3) Every business trust, unincorporated associ­

ation, or similar business organization in which he has a controlling interest; and

(4) Every corporation in which he owns directly or indirectly securities representing more than fifty percent of the voting power.

(c) Financial statements need not be filed, how­ever, with respect to any corporation or other business organization designated in (3) or (4) of paragraph (b) above if both of the following con­ditions exist:

(1) His total investment in such corporation or business organization does not exceed five percent of his total assets; and,

(2) His total income from such corporation or business organization does not exceed five percent of his gross income:

Provided, That his aggregate investment in all such corporations and business organizations whose statements are omitted pursuant to this paragraph (c) shall not exceed fifteen percent of his total assets, and that his aggregate income from all such corporations and business organizations shall not exceed fifteen percent of his gross income.

(d) Financial statements required by para­graph (b) above shall be for the dates and periods prescribed for the financial statements of an un­consolidated subsidiary in the applicable form. Such statements shall also conform, so far as practicable, to all other requirements as to finan­cial statements, including requirements as to certification, as set forth in such form.

A rticle 10 Rule 10-01

44

ARTICLE 11. CONTENT OF STATEMENTS OF SURPLUS

SECURITIES AND EXCHANGE COMMISSION

Rule 11-01. Application of Article 11.The article prescribes the content of the state­

ments of surplus specified in rules 5-02 (caption 35) and 7-03 (caption 20).Rule 11-02. Statement of Surplus. (See rules 5-03 (a) and (b).)

The analysis shall be given as to each class of surplus set forth in the related balance sheet.

1. Balance at beginning of period.— (a) The balance at the beginning of the period of report may be as per the accounts.

( b ) If the schedule is filed as part of an annual or other periodic report and the balances at the beginning of the period differ from the closing balances, as filed for the previous fiscal period, state the difference and explain.Article 11 Rule 11-02

2. Net income or loss (or net income or loss and special items) from profit and loss statement.

3. Other additions to surplus.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.

4. Deductions from surplus other than divi­dends.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.

5. Dividends.—For each class of shares state the amount per share and in the aggregate.

(а) Cash.(b) Other.—Specify.6. Balance at close of period.—The balance at

the close of the most recent period shall agree with the related balance sheet caption.

REGULATION S -X 45

Article 12 Rule 12-03

ART

ICLE

12

. FO

RM

AND

CON

TEN

T OF

SC

HED

ULE

S

Rule

12-0

1.

Appl

icatio

n of

Artic

le 12

.

This

artic

le pr

escr

ibes

the

for

m an

d co

nten

t of

the

sche

dule

s re

quire

d by

rules

5-

04,

5A-0

7, 6

-10,

6-1

3, 6

-24,

7-0

6, 9

-04.

Rule

12-0

2.

Mar

keta

ble

Secu

ritie

s—Ot

her

Secu

rity

Inve

stm

ents

.

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Nam

e of

issue

r an

d tit

le

of iss

ue

1N

umbe

r of

shar

es

or un

its—

prin

cipa

l am

ount

of

bond

s an

d no

tes

Am

ount

at

whi

ch

carr

ied

in

bala

nce

shee

t2Va

lue

base

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curr

ent

mar

ket

qu

otat

ions

at

bala

nce

shee

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te

1 (a

) Ea

ch

issue

sh

all

be sta

ted

sepa

rate

ly,

exce

pt

that

re

ason

able

gr

oup­

ings

, w

ithou

t en

umer

atio

n, m

ay

be m

ade

with

re

spec

t to

(1)

secu

ritie

s is

sued

or

guar

ante

ed

by th

e Un

ited

Stat

es

Gov

ernm

ent

and

(2)

inve

stm

ents

as

to

which

th

e ag

greg

ate

amou

nt

carr

ied

in co

lum

n C

is no

t m

ore

than

tw

o pe

r­ce

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of to

tal

asse

ts.

(b)

In th

e ca

se

of ba

nk

hold

ing

com

pani

es

grou

p se

para

tely

(1)

se

curi

ties

of ba

nks

and

(2)

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r se

curi

ties,

and

in

colu

mn

C sh

ow

tota

ls for

ea

ch

grou

p.2 S

tate

th

e ba

sis

of de

term

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g th

e am

ount

s in

colu

mn

C.

Colu

mn

C

shal

l be

tota

led

to ag

ree

with

th

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spec

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bala

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shee

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ns.

Rule

12-0

3.

Amou

nts

Due

From

Dire

ctor

s, O

ffice

rs,

and

Prin

cipa

l H

olde

rs

of Eq

uity

Se

curit

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Oth

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Than

A

ffilia

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Colu

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Bala

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rece

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close

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(2)

Not

curr

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(2

)

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(1)

Amou

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Colu

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at

begi

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1

Colum

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Colu

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A

Nam

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ba

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the

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the

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as pe

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2 If

colle

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than

in ca

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expl

ain.

SECURITIES AND EXCHANGE COMMISSION46Ru

le 12

-04.

In

vest

men

ts

in Se

curit

ies

of A

ffilia

tes.

Colu

mn

E

Balan

ce

at clo

se of

perio

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(2)

Am

ount

in

dolla

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(1)

Num

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or

units

. Pr

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amou

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of

bond

s an

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Colu

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D

• D

educ

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(2)

Am

ount

in

dolla

rs 4

CDN

umbe

r of

sh

ares

or

un

its.

Prin

cipa

l am

ount

of

bo

nds

and

note

s

Colu

mn

C

(2)

Am

ount

in

dolla

rs 3

Add

ition

s

(1)

Num

ber

of

shar

es

or

units

. Pr

inci

pal

amou

nt

of

bond

s an

d no

tes

Balan

ce

at be

ginn

ing

of

peri

od2 A

mou

nt

in do

llars

Colu

mn

B

(2)(1

)N

umbe

r of

sh

ares

or

un

its.

Prin

cipa

l am

ount

of

bo

nds

and

note

s

Nam

e of

issue

r an

d tit

le of

issue

1

Colu

mn

A

1 (a)

Gr

oup

sepa

rate

ly

secu

ritie

s of

(1)

subs

idia

ries

cons

olid

ated

; (2

) su

bsid

iarie

s no

t co

nsol

idat

ed;

and

(3)

othe

r af

filia

tes,

show

ing

shar

es

and

bond

s se

para

tely

in

each

ca

se.

With

in

each

gr

oup

majo

r in

vestm

ents

shal

l be

stated

se

para

tely

. Re

ason

able

gr

oupi

ng

with

out

enum

erat

ion

may

be

made

of

othe

r in

vest

men

ts.

(b)

Thos

e fo

reign

in

vest

men

ts,

the

enum

erat

ion

of wh

ich

would

be

detr

i­m

enta

l to

the

regi

stra

nt,

may

be gr

oupe

d.2 T

he

balan

ce

at the

be

ginn

ing

of the

pe

riod

of re

port

may

be as

per

the

acco

unts

.

3 If

the

cost

of ad

ditio

ns

in co

lum

n C

repr

esen

ts ot

her

than

cas

h ex

pend

i­tu

re,

expl

ain.

If

acqu

ired

from

an af

filiat

e (an

d no

t an

orig

inal

issu

e of

that

af

filia

te)

at ot

her

than

co

st to

the

affil

iate

, sho

w su

ch

cost,

pr

ovid

ed

the

acqu

isitio

n by

the

affil

iate

was

with

in

two

year

s pr

ior

to the

ac

quisi

tion

by

the

perso

n for

wh

ich

the

stat

emen

t is

filed

.4 S

tate

: (a)

Co

st of

item

s sol

d an

d how

de

term

ined

; (b

) am

ount

re

ceiv

ed

(if ot

her

than

cash

, ex

plai

n);

and

(c)

disp

ositi

on

of re

sulti

ng

prof

it or

loss

.

Rule

12-0

5.

Inde

bted

ness

of

Affi

liate

s.

Colu

mn

A Co

lum

n B

Colu

mn

C

Nam

e of

affil

iate

1 Ba

lance

re

ceiv

able

at

begi

nnin

g of

perio

d 2

Balan

ce

rece

ivab

le

at clo

se of

perio

d

1 Affi

liates

sh

all

be gr

oupe

d as

in the

re

lated

sc

hedu

les

requ

ired

for

in­

vestm

ents

in se

curit

ies

of af

filia

tes.

The

info

rmat

ion

calle

d for

ma

y be

sh

own,

how

ever

, in

tota

l for

ea

ch

colu

mn

for

any

two

or mo

re to

tally

-hel

d su

bsid

iarie

s, pr

ovid

ed

the

num

ber

of su

bsid

iarie

s so

grou

ped

is st

ated

.

2 The

ba

lance

at

the

begi

nnin

g of

the

perio

d of

repo

rt ma

y be

as pe

r th

e ac

coun

ts.

Article 12 Rule 12-05

REGULATION S -X 47

A rticle 12 Rule 12-06

Rule

12-0

6.

Prop

erty

, Pl

ant,

and

Equi

pmen

t.1

Colu

mn

F

Bala

nce

at clo

se

of

perio

d

Colu

mn

E

Othe

r ch

ange

s— de

bit

and/

or

cred

it—de

scrib

e6

Colu

mn

D

Ret

irem

ents

or

sales

5

Colu

mn

C

Addi

tions

at

cost

4

Colu

mn

B

Balan

ce

at be

ginn

ing

of pe

riod

3

Colu

mn

A

Clas

sifica

tion

2

1 If

the

finan

cial

sta

tem

ents

are

be

ing

filed

as pa

rt o

f an

annu

al

or ot

her

perio

dic

repo

rt,

com

men

t br

iefly

on

any

sign

ifica

nt

and

unus

ual

addi

tions

, ab

ando

nmen

ts,

or re

tirem

ents

, or

any

sign

ifica

nt

and

unus

ual

chan

ges

in

the

gene

ral

char

acte

r an

d lo

catio

n, o

f pr

inci

pal

plan

ts

and

othe

r im

port

ant

units

, w

hich

ma

y ha

ve

occu

rred

w

ithin

th

e pe

riod

.2

(a)

Show

by

maj

or

clas

sific

atio

ns

such

as

land

, bu

ildin

gs,

equi

pmen

t, or

leas

ehol

ds.

If su

ch

clas

sific

atio

n is

not

pres

ent

or pr

actic

able

, th

is m

ay

be sta

ted

in on

e am

ount

. Th

e ad

ditio

ns

inclu

ded

in co

lum

n C

shal

l, ho

w­

ever

, be

segr

egat

ed

in ac

cord

ance

wi

th

an ap

prop

riate

cl

assi

ficat

ion.

If

pr

oper

ty,

plan

t, an

d eq

uipm

ent

aban

done

d is

carr

ied

at ot

her

than

a

nom

i­na

l am

ount

in

dica

te,

if pr

actic

able

, th

e am

ount

th

ereo

f an

d sta

te

the

reas

ons

for

such

tr

eatm

ent.

Item

s of

min

or

impo

rtan

ce

may

be in

clude

d un

der

a m

isce

llane

ous

capt

ion.

(b)

Pu

blic

utili

ty

com

pani

es. —

A pu

blic

utili

ty

com

pany

sh

all,

to the

ex

­te

nt

prac

ticab

le,

class

ify

utili

ty

plan

t by

the

type

of

serv

ice

rend

ered

(s

uch

as el

ectr

ic,

gas,

tran

spor

tatio

n, a

nd

wat

er)

and

shal

l sta

te

sepa

rate

ly

unde

r ea

ch

of su

ch

serv

ice

clas

sific

atio

ns

the

maj

or

subc

lass

ifica

tions

of

utili

ty

plan

t ac

coun

ts.

(c)

Min

ing

com

pani

es

usin

g ar

ticle

5A.—

Such

m

inin

g co

mpa

nies

sh

all

inclu

de

here

in

only

depr

ecia

ble

min

e pl

ant

and

equi

pmen

t at

dolla

r am

ount

s re

quire

d by

the

inst

ruct

ions

se

t fo

rth

unde

r ca

ptio

n 13

, pr

oper

ty,

plan

t, an

d eq

uipm

ent

of ar

ticle

5A

. A

min

ing

com

pany

fa

lling

in

to th

is ca

tego

ry

shal

l al

so,

to th

e ex

tent

pr

actic

able

, ob

serv

e th

e ot

her

inst

ruct

ions

se

t fo

rth

unde

r th

is ru

le.

3 The

ba

lanc

e at

the

begi

nnin

g of

the

perio

d of

repo

rt ma

y be

as pe

r th

e ac

coun

ts.

If ne

ither

th

e to

tal

addi

tions

no

r the

to

tal

dedu

ctio

ns

duri

ng

the

perio

d am

ount

to

mor

e th

an

10 pe

rcen

t of

the

closin

g ba

lanc

e an

d a

stat

emen

t to

that

ef

fect

is

mad

e,

the

info

rmat

ion

requ

ired

by co

lum

ns

B,

C,

D,

and

E ma

y be

omitt

ed

prov

ided

th

at

the

tota

ls of

colu

mns

C

and

D

are

give

n in

a fo

otno

te

and

prov

ided

fu

rthe

r th

at

any

info

rmat

ion

requ

ired

by

note

s 4,

5, an

d 6

shal

l be

give

n an

d m

ay

be in

sum

mar

y fo

rm.

4 If

the

chan

ges

in pr

oper

ty

acco

unts

in

colu

mn

C re

pres

ent

anyt

hing

ot

her

than

ad

ditio

ns

from

acqu

isiti

ons,

sta

te

clear

ly

the

natu

re

of th

e ch

ange

s an

d th

e ot

her

acco

unts

af

fect

ed.

If co

st of

prop

erty

ad

ditio

ns

repr

esen

ts

othe

r th

an

cash

ex

pend

iture

s,

expl

ain.

If

acqu

ired

from

an

affil

iate

at

othe

r th

an

cost

to th

e af

filia

te,

show

su

ch

cost

, pr

ovid

ed

the

acqu

isiti

on

by th

e af

filia

te

was

with

in

two

year

s pr

ior

to th

e ac

quis

ition

by

th

e pe

rson

for

w

hich

th

e st

atem

ent

is fil

ed.

5 If

chan

ges

in co

lum

n D

are

state

d at

othe

r th

an

cost

, ex

plai

n if

prac

­ti

cabl

e.6

Stat

e cle

arly

th

e na

ture

of

the

chan

ges

and

the

othe

r ac

coun

ts

affe

cted

. If

prov

ision

for

de

prec

iatio

n, d

eple

tion,

and

am

ortiz

atio

n of

prop

erty

, pl

ant,

and

equi

pmen

t is

cred

ited

in th

e bo

oks

dire

ctly

to

the

asse

t ac

coun

ts,

the

amou

nts

shal

l be

state

d in

colu

mn

E wi

th

expl

anat

ions

, in

cludi

ng

the

ac­

coun

ts

to wh

ich

char

ged.

48 SECURITIES AND EXCHANGE COMMISSION

Rule

12-0

6A.

Unr

ecov

ered

Co

st In

curr

ed

in the

Pr

omot

iona

l, Ex

plor

ator

y, a

nd

Dev

elop

men

t St

age.

1[F

or

com

mer

cial

, in

dust

rial

, an

d m

inin

g co

mpa

nies

sp

ecifi

ed

in pa

ragr

aphs

(b

) an

d (c

) of

rule

5A-0

1 wh

en

filing

ap

plic

atio

ns

for

regi

stra

tion

on Fo

rm

10

and

annu

al

repo

rts

on Fo

rm

10-K

, pu

rsua

nt

to th

e pr

ovisi

ons

of the

Se

curit

ies

Exch

ange

Ac

t of

1934

]

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Colu

mn

E

Clas

sific

atio

n 2

Bala

nce

at be

ginn

ing

of pe

riod

3 A

dditi

ons

at co

st4

Ded

uctio

ns

5 Ba

lanc

e at

close

of

perio

d 6

A rticle 12 Rule 12-06A

1 Inc

lude

in

this

sche

dule

on

ly un

reco

vere

d co

st in

curr

ed

in pr

omot

iona

l, ex

plor

ator

y,

and

deve

lopm

ent

work

pa

id

for

in ca

sh,

or to

be pa

id

for

in

cash

, an

d,

when

ap

prop

riat

e,

depr

ecia

tion,

de

plet

ion,

an

d am

ortiz

atio

n of

as

sets

exte

nded

at

dolla

r am

ount

s un

der

capt

ions

13

and

13A

of ru

le 5A

-02.

2 Sh

ow

by m

ajor

cl

assi

ficat

ions

un

der

(1)

deve

lopm

ent

expe

nses

, (2)

pl

ant

and

equi

pmen

t m

aint

enan

ce

expe

nses

, (3)

re

habi

litat

ion

expe

nses

, (4

) ge

nera

l ad

min

istr

ativ

e ex

pens

es

incu

rred

in

a pe

riod

when

th

ere

was

littl

e or

no ac

tual

m

inin

g,

and

(5)

othe

r ex

pens

es.

If un

reco

vere

d co

st in

curr

ed

in ex

plor

atio

n an

d de

velo

pmen

t wo

rk

aban

done

d is

carr

ied

at ot

her

than

a

nom

inal

am

ount

in

dica

te,

if pr

actic

able

, th

e am

ount

th

ereo

f an

d st

ate

the

reas

on

for

such

tr

eatm

ent.

Item

s of

min

or

impo

rtan

ce

may

be in

clud

ed

unde

r a

mis

cella

neou

s ca

ptio

n.3

The

bala

nce

at th

e be

ginn

ing

of th

e pe

riod

of re

port

may

be

as pe

r th

e ac

coun

ts.

If ne

ither

th

e to

tal

addi

tions

no

r th

e to

tal

dedu

ctio

ns

durin

g th

e pe

riod

amou

nt

to m

ore

than

10

perc

ent

of th

e clo

sing

bala

nce

and

a st

ate­

men

t to

that

ef

fect

is

mad

e, t

he

info

rmat

ion

requ

ired

by co

lum

ns

B, C

, an

d D

may

be om

itted

pr

ovid

ed

that

th

e to

tals

of co

lum

ns

C an

d D

are

give

n in

a

foot

note

an

d pr

ovid

ed

furt

her

that

an

y in

form

atio

n re

quire

d by

note

s 4,

5,

and

6 sh

all

be gi

ven

and

may

be

in su

mm

ary

form

.4

If th

e ch

ange

s in

unre

cove

red

cost

inc

urre

d in

prom

otio

nal,

expl

orat

ory,

an

d de

velo

pmen

t wo

rk

in co

lum

n C

repr

esen

t an

ythi

ng

othe

r th

an

addi

tions

fro

m ac

quis

ition

s,

state

cle

arly

th

e na

ture

of

the

chan

ges

and

the

othe

r ac

coun

ts

affe

cted

. If

acqu

ired

from

an af

filia

te

at ot

her

than

co

st to

the

affil

iate

, sho

w su

ch

cost

, pr

ovid

ed

the

acqu

isiti

on

by th

e af

filia

te

was

w

ithin

tw

o ye

ars

prio

r to

the

acqu

isiti

on

by th

e pe

rson

for

w

hich

th

e st

ate­

men

t is

filed

.

5 (a)

In

clud

e in

this

colu

mn

unre

cove

red

cost

incu

rred

in

deve

lopm

ent

and

expl

orat

ory

work

ab

ando

ned

and

writ

ten

off.

If su

ch

aban

donm

ents

are

sta

ted

at ot

her

than

ca

sh

cost

, ex

plai

n if

prac

ticab

le.

(b)

Incl

ude

in th

is co

lum

n pr

ocee

ds

from

ore

sales

an

d ot

her

inco

me

if

so cr

edite

d on

the

book

s;

stat

e se

para

tely

an

d de

scri

be.

(c)

If pr

ovis

ions

for

am

ortiz

atio

n of

unre

cove

red

cost

incu

rred

in

pr

omot

iona

l, ex

plor

ator

y, a

nd

deve

lopm

ent

work

are

cr

edite

d in

the

book

s di

rect

ly

to su

ch

defe

rred

ex

pens

e ac

coun

ts,

the

amou

nts

shal

l be

stat

ed

in

colu

mn

D wi

th

expl

anat

ions

, in

cludi

ng

the

acco

unts

to

whi

ch

char

ged.

6 Th

e ba

lanc

e at

the

close

of

the

perio

d for

ea

ch

maj

or

clas

sific

atio

n se

t fo

rth

in th

is sc

hedu

le

shal

l be

subd

ivid

ed

and

pres

ente

d in

thre

e ad

ditio

nal

colu

mns

, if

prac

ticab

le,

to sh

ow

the

amou

nt

of un

reco

vere

d co

st in

curr

ed

in pr

omot

iona

l, ex

plor

ator

y,

and

deve

lopm

ent

work

ac

cum

ulat

ed

and

adde

d du

ring

(a)

the

five

year

s pr

ior

to th

e da

te of

the

rela

ted

stat

emen

t of

asse

ts an

d un

reco

vere

d pr

omot

iona

l, ex

plor

ator

y,

and

deve

lopm

ent

cost

s, (b)

th

e pe

riod

of th

e six

th

to fif

teen

th

year

in

clusiv

e pr

ior

to th

e da

te

of th

e re

late

d st

atem

ent

of as

sets

and

unre

cove

red

prom

otio

nal,

expl

orat

ory,

an

d de

velo

pmen

t co

sts,

and

(c)

the

pe

riod

from

the

ince

ptio

n of

the

regi

stra

nt

and

its

pred

eces

sors

to

the

fifte

enth

ye

ar

prio

r to

the

date

of th

e re

late

d st

atem

ent

of as

sets

an

d un

reco

vere

d pr

omot

iona

l, ex

plor

ator

y, a

nd

deve

lop­

men

t co

sts.

If it

is im

prac

ticab

le

to su

bdiv

ide

the

tota

l of

each

m

ajor

cl

assi

ficat

ion

set

forth

in

colu

mn

E,

the

gran

d to

tal

of su

ch

colu

mn

shal

l ne

vert

hele

ss

be su

bdiv

ided

in

the

man

ner

indi

cate

d in

the

imm

edia

tely

pr

eced

ing

sent

ence

in

which

ca

se

the

info

rmat

ion

may

be fu

rnish

ed

in a

foot

note

to

this

sche

dule

.

REGULATION S -X 49Ru

le 12

-07.

Re

serv

es

for

Dep

reci

atio

n, D

eple

tion,

and

A

mor

tizat

ion

of Pr

oper

ty,

Plan

t, an

d Eq

uipm

ent.1

Colu

mn

E

Balan

ce

at

close

of

perio

d

Colu

mn

D

Ded

uctio

ns

from

rese

rves (2

)

Oth

er—

de

scrib

e

(1)

Ret

irem

ents

, re

newa

ls, a

nd

repl

acem

ents

Colu

mn

C

Add

ition

s

(2)

Ch

arge

d to

othe

r ac

coun

ts—

de

scrib

e

(1)

Char

ged

to pr

ofit

and

loss

or

inco

me

Colu

mn

B

Balan

ce

at

begi

nnin

g of

perio

d 3

Colu

mn

A

Des

crip

tion

2

1 (a)

If

othe

r re

serv

es

are

crea

ted

in lie

u of

depr

ecia

tion

rese

rves

, th

e sa

me

info

rmat

ion

shal

l be

give

n wi

th

resp

ect

to th

em.

( b)

Inso

far

as am

ount

s for

de

prec

iatio

n,

depl

etio

n,

and

amor

tizat

ion

are

cred

ited

to th

e pr

oper

ty

acco

unts

, su

ch

amou

nts

shal

l be

show

n in

the

sche

dule

of

prop

erty

, pl

ant,

and

equi

pmen

t, as

ther

e re

quir

ed.

(c)

Min

ing

com

pani

es

usin

g ar

ticle

5A. —

Such

m

inin

g co

mpa

nies

sh

all

inclu

de

here

in

only

the

amou

nt

of th

e re

serv

e for

de

prec

iatio

n,

depl

etio

n,

and

amor

tizat

ion

of m

ine

prop

erty

, pl

ant,

and

equi

pmen

t, an

d un

reco

vere

d pr

omot

iona

l, ex

plor

ator

y, a

nd

deve

lopm

ent

costs

ap

plic

able

to

the

amou

nts

set

forth

in

the

sche

dule

file

d pu

rsua

nt

to ru

le 12

-06

and

rule

12-0

6A.

A

min

ing

com

pany

fa

lling

in

to

this

cate

gory

sh

all

also

, to

the

exte

nt

pra

cti­

cabl

e, o

bser

ve

the

othe

r in

stru

ctio

ns

set

forth

un

der

this

rule

.2 I

f pr

actic

able

, re

serv

es

shal

l be

show

n to

corr

espo

nd

with

th

e cl

assi

fica­

tions

of

prop

erty

se

t fo

rth

in th

e re

late

d sc

hedu

le

of pr

oper

ty,

plan

t, an

d eq

uipm

ent,

sepa

ratin

g es

peci

ally

de

prec

iatio

n,

depl

etio

n,

amor

tizat

ion,

and

pr

ovisi

on

for

retir

emen

t.3 T

he

bala

nce

at the

be

ginn

ing

of the

pe

riod

of re

port

may

be

as pe

r th

e ac

coun

ts.

Rule

12-0

8.

Inta

ngib

le

Ass

ets.

1

Colu

mn

F

Bala

nce

at

clo

se

of

perio

d

Colu

mn

E

Oth

er

chan

ges—

de

bit

and/

or

cred

it—de

scrib

e(2

)

Char

ged

to ot

her

acco

unts

—de

scrib

e

Colum

n D

Ded

uctio

ns 5

(1)

Char

ged

to pr

ofit

and

loss

or

inco

me

Colu

mn

C

Addi

tions

at

co

st—

desc

ribe

4

Colu

mn

B

Bala

nce

at

begi

nnin

g of

pe

riod

3

Colum

n A

Des

crip

tion

2

1 If

in th

e ac

coun

ts

it is

not

prac

ticab

le

to se

para

te

inta

ngib

le

asse

ts

from

pr

oper

ty,

plan

t, an

d eq

uipm

ent,

the

info

rmat

ion

here

re

quire

d m

ay

be in

­clu

ded

in th

e sc

hedu

le

for

prop

erty

, pl

ant,

and

equi

pmen

t. In

such

ev

ent

state

in

the

bala

nce

shee

t an

y kn

own

amou

nt

of in

tang

ible

s so

incl

uded

wi

th an

indi

catio

n th

at

a fu

rthe

r un

know

n am

ount

of

inta

ngib

les

is

also

so in

clud

ed.

2 Sho

w by

maj

or

clas

sific

atio

ns,

such

as

pate

nts,

or

good

will

. If

such

cl

assi

ficat

ion

is no

t pr

esen

t or

prac

ticab

le,

this

may

be sta

ted

in on

e am

ount

. Th

e ad

ditio

ns

inclu

ded

in co

lum

n C

shal

l, ho

wev

er,

be se

greg

ated

in

acco

rd­

ance

wi

th

an ap

prop

riate

cl

assi

ficat

ion.

Ite

ms

of m

inor

im

port

ance

ma

y be

in

clude

d un

der

a m

isce

llane

ous

capt

ion.

3 The

ba

lanc

e at

the

begi

nnin

g of

the

perio

d of

repo

rt ma

y be

as pe

r th

e ac

coun

ts.

If ne

ither

th

e to

tal

addi

tions

no

r th

e to

tal

redu

ctio

ns

durin

g th

e pe

riod

amou

nt

to m

ore

than

10

perc

ent

of th

e clo

sing

bala

nce

and

a st

ate-

A rticle 12 Rule 12-08

men

t to

that

ef

fect

is

mad

e, c

olum

ns

B, C

, D

, an

d E

may

be om

itted

by

any

com

pany

ot

her

than

a

publ

ic ut

ility

co

mpa

ny.

Any

info

rmat

ion

requ

ired

by

note

4 or

5 sh

all,

how

ever

, be

give

n an

d m

ay

be in

sum

mar

ized

fo

rm.

4 If

the

chan

ges

in ac

coun

ts

in co

lum

n C

repr

esen

t an

ythi

ng

othe

r th

an

addi

tions

fro

m ac

quis

ition

s, s

tate

cle

arly

th

e na

ture

of

the

chan

ges

and

the

othe

r ac

coun

ts

affe

cted

. If

cost

of ad

ditio

ns

repr

esen

ts

othe

r th

an

cash

ex

pend

iture

s, e

xpla

in.

If ac

quire

d fro

m an

affil

iate

at

othe

r th

an

cost

to th

e af

filia

te,

show

su

ch

cost

, pr

ovid

ed

the

acqu

isiti

on

by th

e af

filia

te

was

with

in

two

year

s pr

ior

to th

e ac

quis

ition

by

the

pers

on

for

which

th

e st

atem

ent

is

filed

.5 I

f pr

ovisi

on

for

depr

ecia

tion

and

amor

tizat

ion

of in

tang

ible

as

sets

is

cr

edite

d in

the

book

s di

rect

ly

to th

e in

tang

ible

as

set

acco

unts

, th

e am

ount

s sh

all

be st

ated

in

colu

mn

D wi

th

expl

anat

ions

, in

cludi

ng

the

acco

unts

to

wh

ich

char

ged.

50 SECURITIES AND EXCHANGE COMMISSION

A rticle 12 Rule 12-10

Rule

12-0

9.

Rese

rves

for

D

epre

ciatio

n an

d A

mor

tizat

ion

of In

tang

ible

A

sset

s.1

Col

umn

E

Bala

nce

at

close

of

perio

d

Colu

mn

D

Ded

uctio

ns

from

re

serv

es—

de

scrib

e(2

)

Char

ged

to ot

her

acco

unts

—

desc

ribe

Colu

mn

C

Add

ition

s

(1)

Char

ged

to pr

ofit

and

loss

or

inco

me

Colu

mn

B

Bala

nce

at

begi

nnin

g of

pe

riod

3

Colu

mn

A

Des

crip

tion

2

1 Ins

ofar

as

amou

nts

for

depr

ecia

tion

and

amor

tizat

ion

are

cred

ited

to

the

inta

ngib

le

asse

t ac

coun

ts,

such

am

ount

s sh

all

be sh

own

in th

e sc

hedu

le

of in

tang

ible

as

sets

, as

ther

e re

quir

ed.

2 If

prac

ticab

le,

rese

rves

sh

all

be sh

own

to co

rresp

ond

with

the

cl

assi

fica­

tion

in the

re

lated

sc

hedu

le of

inta

ngib

le

asse

ts.

3 The

ba

lance

at

the

begi

nnin

g of

the

perio

d of

repo

rt ma

y be

as pe

r the

ac

coun

ts.

Rule

12-1

0.

Bond

s, M

ortg

ages

, an

d Si

mila

r D

ebt.1

Colu

mn

H

Amou

nt

held

by af

filia

tes

for

which

st

atem

ents

ar

e file

d he

rewi

th

6

(2)

Oth

ers

i

(1)

Pers

ons

incl

uded

inco

nsol

idat

ed

stat

emen

t7

Colum

n G

j

Am

ount

pl

edge

d by

is

suer

th

ereo

f 5

Colu

mn

F

Am

ount

in

sink

ing

and

othe

r sp

ecia

l fu

nds

of

issu

er

ther

eof

5

Colu

mn

E

Am

ount

incl

uded

in

sum

ex

tend

ed

unde

r ca

ptio

n “b

onds

, m

ortg

ages

an

d si

mila

r de

bt”

in re

late

d ba

lanc

e sh

eet4

Amou

nt

inclu

ded

in

co

lumn

C, w

hich

is

(2

)

Not

held

by

or fo

r ac

coun

t

of iss

uer

th

ereo

f

i

Colu

mn

D

t

Held

by or

for

ac

coun

t of

issu

er

ther

eof

Colu

mn

C

Am

ount

is

sued

an

d no

t re

tired

or

ca

ncell

ed

3

Colu

mn

B

Am

ount

auth

oriz

edby

inde

ntur

e

i

Colum

n A

Nam

e of

issue

r an

d tit

le

of ea

ch

issue

2

1 Ind

icat

e in

a no

te to

the

mos

t re

cent

sc

hedu

le

filed

for

a pa

rtic

ular

pe

rson

or

grou

p an

y si

gnifi

cant

ch

ange

s sin

ce

the

date

of

the

rela

ted

bala

nce

shee

t. Th

is in

form

atio

n ne

ed

not

be gi

ven,

ho

wev

er,

if th

e sc

hedu

le

is

filed

as pa

rt of

an an

nual

or

othe

r pe

riodi

c re

port

.2 I

nclu

de

in th

is co

lum

n ea

ch

issue

au

thor

ized

, w

heth

er

issue

d or

not

and

whe

ther

el

imin

ated

in

cons

olid

atio

n or

not.

For

each

iss

ue

liste

d giv

e th

e in

form

atio

n ca

lled

for

by co

lum

ns

B to

H,

incl

usiv

e.3

Indi

cate

by

mea

ns

of an

appr

opria

te

sym

bol

any

issue

s of

which

ad

di­

tiona

l am

ount

s m

ay

be is

sued

.4 T

his

colu

mn

is to

be to

tale

d to

corr

espo

nd

to th

e re

late

d ba

lanc

e sh

eet

capt

ion.

5 Ind

icat

e by

mea

ns

of an

appr

opria

te

sym

bol

any

amou

nts

not

incl

uded

in

subc

olum

n D

(1).

6 A

ffilia

tes

for

whi

ch

stat

emen

ts

are

filed

here

with

sh

all

inclu

de

affi

liate

s for

w

hich

se

para

te

finan

cial

st

atem

ents

are

fil

ed

and

thos

e in

clude

d in

co

nsol

idat

ed

or co

mbi

ned

stat

emen

ts,

othe

r th

an

the

issue

r of

the

part

icul

ar

secu

rity

.7 I

nclu

de

in th

is su

bcol

umn

only

amou

nts

held

by pe

rson

s in

clude

d in

th

e co

nsol

idat

ed

stat

emen

t in

supp

ort

of w

hich

th

is sc

hedu

le

is be

ing

filed

. If

not

elim

inat

ed

in th

e co

nsol

idat

ion,

exp

lain

in

a no

te.

REGULATION S-X 51

A rticle 12 Rule 12-12

Rule

12-1

1.

Inde

bted

ness

to

Affi

liate

s—No

t C

urre

nt.

Colu

mn

A Co

lum

n B

Colu

mn

C

Nam

e of

affil

iate

1

Bala

nce

paya

ble

at be

ginn

ing

of pe

riod

2 Ba

lanc

e pa

yabl

e at

close

of

peri

od

1 Affi

liate

s sh

all

be gr

oupe

d as

in th

e re

late

d sc

hedu

les

requ

ired

for

inve

stm

ents

in

secu

ritie

s of

affil

iate

s.

The

info

rmat

ion

calle

d for

ma

y be

sh

own,

how

ever

, in

tota

l for

ea

ch

colu

mn

for

any

two

or m

ore

tota

lly-h

eld

subs

idia

ries

, pr

ovid

ed

the

num

ber

of su

bsid

iarie

s so

grou

ped

is st

ated

.

2 Th

e ba

lanc

e at

the

begi

nnin

g of

the

perio

d of

repo

rt m

ay

be as

per

the

acco

unts

.

Rule

12-1

2.

Gua

rant

ees

of Se

curit

ies

of Ot

her

Issu

ers.

1

Colu

mn

G

Nat

ure

of an

y de

faul

t by

iss

uer

of se

curit

ies

guar

­an

teed

in

prin

cipa

l, in

tere

st,

sinkin

g fu

nd

or re

dem

ptio

n pr

ovis

ions

, or

paym

ent

of

divi

dend

s 4

Colu

mn

F

Natu

re

of

guar

ante

e 3

Colu

mn

E

Am

ount

in

treas

ury

of iss

uer

of

secu

ritie

s gu

aran

teed

Colu

mn

D

Am

ount

ow

ned

by pe

r­son

or

pers

ons

for

whi

ch

stat

emen

t is

fil

ed

Colu

mn

C

Tota

l

amou

nt

guar

ante

ed

and

outs

tand

ing2

i

Colu

mn

B

Title

of

issue

of

ea

ch

class

of

se­

curit

ies

guar

an­

teed

Colu

mn

A

Nam

e of

issue

r of

se­

curit

ies

guar

ante

ed

by pe

rson

for

whi

ch

stat

emen

t is

filed

1 Ind

icat

e in

a no

te to

the

mos

t re

cent

ba

lanc

e sh

eet

filed

for

a pa

rtic

ular

pe

rson

or

grou

p an

y si

gnifi

cant

ch

ange

s sin

ce

the

date

of

the

rela

ted

bala

nce

shee

t. Th

is in

form

atio

n ne

ed

not

be gi

ven,

how

ever

, if

the

sche

dule

is

filed

as

part

of an

annu

al

or ot

her

perio

dic

repo

rt.

If th

is sc

hedu

le

is file

d in

su

ppor

t of

cons

olid

ated

st

atem

ents

or

grou

p st

atem

ents

, th

ere

shal

l be

set

forth

gu

aran

tees

by

any

pers

on

inclu

ded

in th

e co

nsol

idat

ion

or gr

oup.

2 In

dica

te

any

amou

nts

inclu

ded

in co

lum

n C

whi

ch

are

inclu

ded

also

in

colu

mn

D or

E.

3 The

re

need

be

mad

e on

ly a

brie

f st

atem

ent

of th

e na

ture

of

the

guar

ante

e,

such

as

"Gua

rant

ee

of pr

inci

pal

and

inte

rest

,” “G

uara

ntee

of

inte

rest

” or

“G

uara

ntee

of

divi

dend

s.”

If th

e gu

aran

tee

is of

inte

rest

or

divi

dend

s,

stat

e th

e an

nual

agg

rega

te

amou

nt

of in

tere

st

or di

vide

nds

so gu

aran

teed

.4 O

nly

a br

ief

stat

emen

t as

to an

y su

ch

defa

ults

ne

ed

be m

ade.

52 SECURITIES AND EXCHANGE COMMISSION

Article 12 Rule 12-14

Rule

12-1

3.

Res

erve

s.

Colu

mn

E

Bala

nce

at

close

of

perio

d

Colu

mn

D

Ded

uctio

ns

from

rese

rves

—

desc

ribe

Colu

mn

C

Add

ition

s

(2)

Char

ged

to

othe

r ac

coun

ts—

de

scrib

e

(1)

Char

ged

to

prof

it an

d lo

ss

or in

com

e

Colu

mn

B

Bala

nce

at

begi

nnin

g of

pe

riod

2

Colu

mn

A

Des

crip

tion

1

1 List

, by

maj

or

clas

ses,

all

rese

rves

no

t in

clude

d in

spec

ific

sche

dule

s. Id

entif

y ea

ch

such

cla

ss of

rese

rves

by

desc

riptiv

e tit

le.

Grou

p (a)

th

ose

rese

rves

wh

ich

are

dedu

cted

in

the

bala

nce

shee

t fro

m the

as

sets

to w

hich

the

y ap

ply

and

(b)

thos

e re

serv

es

which

su

ppor

t the

ba

lanc

e sh

eet

capt

ion

Rese

rves

, no

t sh

own

else

wher

e.

Spec

ial

cont

inge

ncy

rese

rves

ma

y be

grou

ped

Rule

12-1

4.

Capi

tal

Shar

es.1

in on

e to

tal.

Rese

rves

as

to wh

ich

the

addi

tions

, de

duct

ions

, an

d ba

lanc

es

were

not

signi

fican

t ma

y be

grou

ped

in on

e to

tal

and

in su

ch

case

the

info

rmat

ion

calle

d for

un

der

colu

mns

C

and

D ne

ed

not

be gi

ven.

2 Exc

ept

in the

ca

se

of a

bank

ho

ldin

g or

inve

stmen

t co

mpa

ny,

the

bala

nce

at the

be

ginn

ing

of the

pe

riod

of re

port

may

be as

per

the

acco

unts

.

Colu

mn

H

Num

ber

of

shar

es

re­

serv

ed

for

optio

ns,

war

rant

s,

conv

ersi

ons,

an

d ot

her

righ

ts

Colu

mn

G

Num

ber

of sh

ares

re

serv

ed

for

offic

ers

and

em­

ploy

ees

Colu

mn

F J

Num

ber

of sh

ares

he

ld by

affil

iate

s fo

r wh

ich

stat

emen

ts

are

filed

here

with

4 (2)

Oth

ers

(1)

Pers

ons

incl

uded

in

cons

oli­

dated

st

ate­

men

ts 5

Colu

mn

E

Shar

es

outs

tand

ing

as sh

own

on or

in­

clude

d in

rela

ted

bala

nce

shee

t un

der

capt

ion

“cap

ital

shar

es”

(2)

Am

ount

at

whi

ch

carr

ied3

(1)

Num

ber

Colu

mn

D

Num

ber

of sh

ares

in

­

clude

d in

colu

mn

C wh

ich

are

(2)

Not

held

by

or fo

r ac

coun

t of

issu

er

ther

eof

(1)

Held

by

or fo

r ac

coun

t of

issu

er

ther

eof

Colu

mn

C

Num

ber

of sh

ares

iss

ued

and

not

retir

ed

or ca

n­ce

lled

Colu

mn

B

Num

ber

of sh

ares

au

thor

ized

by

char

ter

Colu

mn

A j

Nam

e of

issue

r an

d tit

le of

issu

e2

1 Ind

icat

e in

a no

te to

the

mos

t re

cent

sc

hedu

le file

d for

a

part

icul

ar

perso

n or

grou

p an

y sig

nific

ant

chan

ges

since

the

da

te of

the

relat

ed

bala

nce

shee

t. Th

is in

form

atio

n ne

ed

not

be gi

ven,

ho

wev

er,

if the

sc

hedu

le is

f iled

as pa

rt of

an an

nual

or

othe

r pe

riodi

c re

port.

2 In

clude

in

this

colu

mn

each

iss

ue

auth

oriz

ed,

whe

ther

iss

ued

or no

t, an

d w

heth

er

elim

inat

ed

in co

nsol

idat

ion

or no

t, Pr

ovid

ed,

That

wh

en

this

sc

hedu

le is

filed

in su

ppor

t of

a co

nsol

idat

ed

stat

emen

t, the

in

form

atio

n re

quire

d by

colu

mns

A

to H,

inc

lusiv

e, n

eed

not

be giv

en

as to

any

cons

oli­

dated

su

bsid

iary

if

all

of the

ou

tsta

ndin

g sh

ares

of

each

iss

ue

of ca

pita

l sh

ares

(o

ther

tha

n di

rect

ors’

qual

ifyin

g sh

ares

) of

such

su

bsid

iary

are

he

ld

by on

e or

more

of the

pe

rson

s in

clude

d in

such

co

nsol

idat

ed

stat

emen

t; if

the

answ

er

to co

lum

ns

G an

d H

would

be

none

; an

d if

a fo

otno

te

indi

­

catin

g su

ch

omiss

ion

is gi

ven.

Fo

r ea

ch

issue

lis

ted

give

the

info

rmat

ion

calle

d for

by

colu

mns

B

to H,

inc

lusi

ve.

3 Thi

s co

lum

n is

to be

tota

led

to co

rresp

ond

to the

re

lated

ba

lanc

e sh

eet

capt

ion.

In

the

case

of co

nsol

idat

ed

subs

idia

ries

only

the

min

ority

in

tere

st

need

be

set

forth

.4 A

ffilia

tes

for

which

st

atem

ents

are

file

d he

rewi

th

shal

l in

clude

af

filia

tes

for

which

se

para

te

finan

cial

st

atem

ents

are

file

d an

d th

ose

inclu

ded

in

cons

olid

ated

or

com

bine

d st

atem

ents

, ot

her

than

the

issue

r of

the

part

icul

ar

secu

rity.

5 In

clud

e in

this

subc

olum

n on

ly am

ount

s he

ld by

pers

ons

inclu

ded

in

the

cons

olid

ated

st

atem

ent

in su

ppor

t of

which

thi

s sc

hedu

le

is be

ing

filed

. If

not

elim

inat

ed

in the

co

nsol

idat

ion,

ex

plain

in

a fo

otno

te.

REGULATION S-X 53

Article 12 Rule 12-16

Rule

12-1

5.

War

rant

s or

Rig

hts.1

Colu

mn

G

Price

at

whi

ch

war

rant

or

ri

ght

exer

cisa

ble

Colu

mn

F

Exp

irat

ion

date

of w

arra

nts

or ri

ghts

Colu

mn

E

Date

fr

om

which

w

arra

nts

or rig

hts

are

ex

erci

sabl

e

Colu

mn

D

Agg

rega

te

amou

nt

of

secu

ritie

s ca

lled

for

by

war

rant

s or

rig

hts

out­

stan

ding

Colu

mn

C

Num

ber

of

war

rant

s or

rig

hts

out­

stan

ding

2

Colu

mn

B

Am

ount

of

se

curit

ies

calle

d for

by

eac

h w

arra

nt

or ri

ght

Colu

mn

A

Title

of

issue

of

secu

ritie

s ca

lled

for

by w

arra

nts

or ri

ghts

1 Ind

icat

e in

a no

te to

the

mos

t re

cent

sc

hedu

le file

d for

a

part

icul

ar

perso

n or

grou

p an

y sig

nific

ant

chan

ges

since

the

da

te of

the

relat

ed

bala

nce

shee

t. Th

is in

form

atio

n ne

ed

not

be gi

ven,

ho

wev

er,

if the

sc

hedu

le is

filed

as pa

rt of

an an

nual

or

othe

r pe

riodi

c re

port.

2 Stat

e se

para

tely

am

ount

s he

ld by

pers

ons

for

which

se

para

te

stat

e­m

ents

are

filed

or wh

ich

are

inclu

ded

in co

nsol

idat

ed

or co

mbi

ned

stat

e­m

ents,

ot

her

than

the

issue

r of

the

parti

cula

r se

curit

y.

Rule

12-1

6.

Supp

lemen

tary

Pr

ofit

and

Loss

Info

rmat

ion.

1

Co

lum

n D

t

Tot

al

Colu

mn

C2

Char

ged

to ot

her

acco

unts

(2)

Am

ount

(1)

Acc

ount

Colu

mn

B 2

Char

ged

dire

ctly

to pr

ofit

and

loss

(2)

Oth

er

(1)

i

To

cost

of go

ods

sold

(rule

5-03

-2A

) or

oper

atin

g ex

pens

es

(rul

e 5-

03-2

B)3

Colu

mn

A

Item

1 Stat

e for

ea

ch

of the

ite

ms

noted

in

colum

n A

the

tota

l ca

lled

for

in

colum

n D

and,

if

prac

ticab

le,

set

forth

the

de

tails

calle

d for

in

colu

mns

B

and

C.2

Tota

ls ma

y be

stated

in

the

resp

ectiv

e co

lum

ns

unde

r co

lum

n B

with

out

furth

er

desig

natio

n of

the

acco

unts

to wh

ich

char

ged.

If

prac

ticab

le,

desig

nate

in

colu

mn

C the

ac

coun

ts to

which

ch

arge

d.

3 Do

no

t in

clude

in

this

colu

mn

amou

nts

dedu

cted

in

the

prof

it an

d lo

ss

stat

emen

t un

der

the

capt

ion

Othe

r op

erat

ing

expe

nses

(ru

le 5-

08-3

).4 S

tate

sepa

rate

ly

each

m

ater

ial

item

.5 I

f the

ag

greg

ate

amou

nt

of re

nts

and

roya

lties

is

not

mat

eria

l, a

stat

e­m

ent

to th

at

effec

t wi

ll su

ffice

. St

ate

rent

s an

d ro

yalti

es

sepa

rate

ly

if ei

ther

am

ount

is

mat

eria

l.

1. M

aint

enan

ce

and

repa

irs_

____

____

____

____

____

____

____

____

____

____

__2.

Dep

reci

atio

n, d

eple

tion,

and

am

ortiz

atio

n of

fixed

an

d in

tan­

gible

asse

ts (or

ch

arge

s in

lieu

ther

eof)

____

____

____

____

____

____

____

____

_3.

Taxe

s, ot

her

than

inco

me

and

exce

ss pr

ofits

tax

es 4

____

____

____

____

____

____

__4.

Man

agem

ent

and

serv

ice

cont

ract

fe

es__

____

____

____

____

____

____

____

____

____

_5.

Rent

s an

d ro

yalti

es 5

____

____

____

____

____

____

____

____

____

____

____

____

____

____

54 SECURITIES AND EXCHANGE COMMISSION

A rticle 12 Rule 12-17

Rule

12-1

7.

Inco

me

From

Div

iden

ds—

Equi

ty

in Ne

t Pr

ofit

and

Loss

of

Affi

liate

s.

Colu

mn

A Co

lum

n B

Colu

mn

C

Am

ount

of

div

iden

ds2

Nam

e of

issue

r an

d tit

le

of iss

ue

1(1

) (2

)

Cash

O

ther

3

(3)To

tal

of re

late

d ca

p­tio

ns

of pr

ofit

and

loss

or in

com

e st

atem

ent

Am

ount

of

equi

ty

in ne

t pr

ofit

and

loss

for

the

per

iod

2 4

1 Th

e sh

ares

of

affil

iate

s sh

all

be lis

ted

as in

the

rela

ted

sche

dule

s re

quir

ed

for

inve

stm

ents

in

secu

ritie

s of

affil

iate

s.

Div

iden

ds

from

(1)

mar

keta

ble

secu

ritie

s an

d (2)

ot

her

secu

rity

inve

stm

ents

sh

all

also

be in

clud

ed,

and

may

be sh

own

in se

para

te

aggr

egat

e am

ount

s:

Pro

vide

d,

how

ever

, T

hat

secu

ritie

s he

ld in

issue

rs

as to

whi

ch

secu

ritie

s re

pres

entin

g ex

actly

fif

ty

perc

ent

of th

e vo

ting

pow

er

are

held

dire

ctly

or

indi

rect

ly

by th

e pe

rson

for

wh

ich

the

stat

emen

t is

filed

and

thos

e re

pres

entin

g th

e ot

her

fifty

pe

rcen

t are

he

ld by

anot

her

singl

e in

tere

st,

shal

l be

sepa

rate

ly

state

d an

d ar

e,

with

in

the

grou

p,

to be

listed

se

para

tely

as

to ea

ch

maj

or

inve

stm

ent,

the

bala

nce

to be

state

d in

a sin

gle

aggr

egat

e.2

The

info

rmat

ion

calle

d for

in

colu

mns

B

and

C m

ay

be sh

own

in to

tal

for

each

co

lum

n for

an

y tw

o or

mor

e to

tally

-hel

d su

bsid

iarie

s in

clude

d in

a

cons

olid

ated

st

atem

ent.

3 St

ate

as to

any

divi

dend

s ot

her

than

ca

sh,

the

basis

on

whi

ch

they

ha

ve

been

ta

ken

up as

inco

me,

an

d th

e ju

stifi

catio

n, i

f an

y,

for

such

ac

tion.

If

any

such

di

vide

nds

rece

ived

fro

m af

filia

tes

have

be

en

cred

ited

to in

com

e in

an

amou

nt

diffe

ring

from

that

ch

arge

d to

inco

me

or ea

rned

su

rplu

s by

the

disb

ursin

g co

mpa

ny,

state

th

e am

ount

of

such

di

ffere

nce

and

expl

ain.

4 (a

) Th

e in

form

atio

n re

quire

d by

colu

mn

C ne

ed

be fu

rnish

ed

only

(1)

as

to af

filia

tes

and

(2)

as to

issue

rs

secu

ritie

s of

which

re

pres

entin

g ex

actly

fif

ty

perc

ent

of th

e vo

ting

pow

er

are

held

dire

ctly

or

indi

rect

ly

by

the

pers

on

for

which

th

e st

atem

ent

is file

d an

d th

ose

repr

esen

ting

the

othe

r fif

ty

perc

ent

are

held

by an

othe

r sin

gle

inte

rest

. If

the

answ

er

requ

ired

in

colu

mn

B is

in th

e ne

gativ

e as

to an

y pa

rtic

ular

pe

rson

, th

e in

form

atio

n ca

lled

for

in co

lum

n C

shal

l ne

vert

hele

ss

be fu

rnis

hed.

(b)

The

equi

ty

in the

ne

t pr

ofit

and

loss

of ea

ch

pers

on

requ

ired

to be

lis

ted

sepa

rate

ly

shal

l be

com

pute

d on

an in

divi

dual

ba

sis.

In ad

ditio

n,

ther

e ma

y be

subm

itted

the

in

form

atio

n re

quire

d as

com

pute

d on

the

basi

s of

the

stat

emen

ts

of ea

ch

such

pe

rson

an

d its

su

bsid

iarie

s co

nsol

idat

ed.

55REGULATION S -X

A rticle 12 Rule 12-19

Rule

12-1

9.

Inve

stm

ents

in

Secu

ritie

s of

Unaf

filia

ted

Issu

ers.

(For

M

anag

emen

t In

vest

men

t C

ompa

nies

O

nly)

Colu

mn

A

Nam

e of

issue

r an

d tit

le

of iss

ue

1

Colu

mn

B

Bala

nce

held

at clo

se

of pe

riod.

N

umbe

r of

sh

ares

—pr

inci

pal

amou

nt

of bo

nds

and

not

es2

Colu

mn

C

Cost

of ea

ch

item

3 4

Colu

mn

D

Valu

e of

each

ite

m at

close

of

p

erio

d3 5

1 (a)

Th

e re

quire

d in

form

atio

n is

to be

given

as

to all

se

curit

ies

held

as

of th

e clo

se

of th

e pe

riod

of re

port

. E

ach

issue

sh

all

be lis

ted

sepa

rate

ly:

Pro

vide

d,

how

ever

, Th

at

an am

ount

no

t ex

ceed

ing

5 pe

rcen

t of

the

tota

l of

co

lum

n D

may

be lis

ted

in on

e am

ount

as

“Mis

cella

neou

s se

curi

ties,

” pr

ovid

ed

the

secu

ritie

s so

listed

ha

ve

been

he

ld for

no

t m

ore

than

1

year

pr

ior

to th

e da

te of

the

rela

ted

bala

nce

shee

t, an

d ha

ve

not

prev

ious

ly

been

re

porte

d by

nam

e to

the

shar

ehol

ders

of

the

pers

on

for

whi

ch

the

stat

emen

t is

filed

or to

any

exch

ange

, or

set

forth

in

any

regi

stra

tion

stat

e­m

ent,

appl

icat

ion,

or

annu

al

repo

rt or

othe

rwise

m

ade

avai

labl

e to

the

publ

ic.

( b)

Indi

cate

by

an ap

prop

riate

sy

mbo

l th

ose

secu

ritie

s w

hich

are

no

n­in

com

e-pr

oduc

ing

secu

ritie

s.

Evid

ence

s of

inde

bted

ness

an

d pr

efer

red

shar

es

may

be de

emed

to

be in

com

e-pr

oduc

ing

if,

on th

e re

spec

tive

last

in

tere

st

paym

ent

date

or da

te for

th

e de

clar

atio

n of

divi

dend

s pr

ior

to th

e da

te of

the

rela

ted

bala

nce

shee

t, th

ere

was

only

a pa

rtia

l pa

ymen

t of

in

tere

st

or a

decl

arat

ion

of on

ly a

part

ial

amou

nt

of th

e di

vide

nds

paya

ble;

in

such

ca

se,

how

ever

, ea

ch

such

iss

ue

shal

l be

indi

cate

d by

an ap

prop

riat

e sy

mbo

l re

ferr

ing

to a

note

to th

e ef

fect

th

at,

on th

e la

st in

tere

st

or di

vide

nd

date

, on

ly pa

rtia

l in

tere

st

was

paid

or

part

ial

divi

dend

s de

clar

ed.

If,

on

such

re

spec

tive

last

inte

rest

or

divi

dend

da

te,

no in

tere

st

was

paid

or no

di

vide

nds

decl

ared

, th

e iss

ue

shal

l no

t be

deem

ed

to be

inco

me-

prod

ucin

g.

Com

mon

sh

ares

sh

all

not

be de

emed

to

be in

com

e-pr

oduc

ing

unle

ss,

duri

ng

the

last

year

pr

eced

ing

the

date

of th

e re

late

d ba

lanc

e sh

eet,

ther

e wa

s at

le

ast

one

divi

dend

pa

id up

on

such

co

mm

on

shar

es.

List

sepa

rate

ly

(1)

bond

s;

(2)

pref

erre

d sh

ares

; (3)

co

mm

on

shar

es.

With

in

each

of

thes

e su

bdiv

isio

ns

class

ify

acco

rdin

g to

type

of

busi

ness

, in

sofa

r as

prac

tica

ble;

e.

g.,

inve

stm

ent

com

pani

es,

railr

oads

, ut

ilitie

s, b

anks

, in

sura

nce

com

pani

es,

or in

dust

rial

s.

Give

to

tals

for

each

gr

oup,

sub

divi

sion

, an

d cl

ass.

2 In

dica

te

any

secu

ritie

s su

bjec

t to

optio

n at

the

end

of the

m

ost

rece

nt

perio

d an

d sta

te

in a

note

the

amou

nt

subj

ect

to op

tion,

the

op

tion

pric

es,

and

the

date

s w

ithin

wh

ich

such

op

tions

ma

y be

exer

cise

d.3

Colu

mns

C

and

D sh

all

be to

tale

d.

The

tota

ls of

colu

mns

C

and

D

shou

ld

agre

e wi

th

the

corr

elat

ive

amou

nts

requ

ired

to be

show

n by

the

rela

ted

bala

nce

shee

t ca

ptio

ns.

As

to w

hat

is “c

ost”

whe

re

ther

e ha

s be

en

a re

orga

niza

tion

or qu

asi-r

eorg

aniz

atio

n,

see

rule

6-02

-7

(a).

Stat

e in

a fo

otno

te

to co

lum

n C

the

aggr

egat

e co

st for

Fe

dera

l in

com

e tax

pu

rpos

es.

4 Cl

osed

-end

co

mpa

nies

re

flect

ing

inve

stm

ents

at

cost

, sh

owin

g va

lue

pare

n­th

etic

ally

.—If

any

inve

stm

ents

ha

ve

been

w

ritte

n do

wn

or re

serv

ed

agai

nst

by su

ch

com

pani

es

purs

uant

to

rule

6-02

-6

(b),

indi

cate

ea

ch

such

ite

m

b y m

eans

of

an ap

prop

riate

sy

mbo

l an

d ex

plai

n in

a fo

otno

te.

5 W

here

va

lue

is de

term

ined

on

any

othe

r ba

sis

than

clo

sing

pric

es

repo

rted

on an

y na

tiona

l se

curit

ies

exch

ange

, ex

plai

n su

ch

othe

r ba

ses

in a

foot

note

.

56 SECURITIES AND EXCHANGE COMMISSION

Rule

12-2

1.

Inve

stm

ents

—O

ther

Th

an

Secu

ritie

s.(F

or

Man

agem

ent

Inve

stm

ent

Com

pani

es

Onl

y)

A rticle 12 Rule 12-21

Colu

mn

G

Value

of

each

ite

m at

close

of

perio

d 4 6

Colu

mn

F

Cost

of ite

ms

inclu

ded

in co

l­um

n E

4 5

Bala

nce

held

at clo

se

of pe

riod—

quan

­tit

y 2 3

Colu

mn

E

Gros

s sa

les

and

redu

c­tio

ns

durin

g pe

riod—

qu

antit

y 2

Colu

mn

DCo

lum

n C

Gros

s pu

rcha

ses

and

addi

tions

du

ring

pe­

riod—

quan

tity

2

Bala

nce

held

at be

gin­

ning

of pe

riod—

qu

antit

y 2

Colu

mn

BCo

lumn

A

Des

crip

tion

1

1 The

re

quire

d in

form

atio

n is

to be

give

n as

to all

in

vest

men

ts

whi

ch

were

he

ld at

any

time

with

in

the

perio

d.

List

each

m

ajor

cla

ss

of in

vest

­m

ents

by de

scrip

tive

titl

e.2 I

f pr

actic

able

, in

dica

te

the

quan

tity

or m

easu

re

in ap

prop

riate

un

its.

3 In

dica

te

any

inve

stm

ents

su

bjec

t to

optio

n at

the

end

of the

m

ost

rece

nt

perio

d an

d sta

te

in a

note

th

e am

ount

su

bjec

t to

optio

n, t

he

optio

n pr

ices

, an

d the

da

tes

with

in

whi

ch

such

op

tions

ma

y be

exer

cise

d.4

Colu

mns

F

and

G sh

all

be to

tale

d an

d sh

ould

ag

ree

with

th

e am

ount

s re

quire

d to

be sh

own

by the

re

late

d ba

lanc

e sh

eet

capt

ion.

As

to

wha

t is

“cos

t” w

here

th

ere

has

been

a

reor

gani

zatio

n or

quas

i-reo

rgan

izat

ion,

se

e ru

le 6-

02-7

(a

). St

ate

in a

foot

note

th

e ag

greg

ate

cost

for

Fede

ral

inco

me

tax

purp

oses

.5

Clos

ed-e

nd

com

pani

es

refle

ctin

g in

vest

men

ts

at co

st sh

owin

g va

lue

pare

n­th

etic

ally

.—If

any

inve

stm

ents

ha

ve

been

w

ritte

n do

wn

or re

serv

ed

agai

nst

by su

ch

com

pani

es

purs

uant

to

rule

6-02

-6

(b),

indi

cate

ea

ch

such

ite

m by

m

eans

of

an ap

prop

riate

sy

mbo

l an

d ex

plai

n in

a fo

otno

te.

6 Sta

te

the

basis

of

dete

rmin

ing

the

amou

nt

show

n in

colu

mn

G.

57REGULATION S-X

Article 12 Rule 12-22

Rule

12-2

2.

Inve

stm

ents

in

Affi

liate

s.(F

or

Man

agem

ent

Inve

stm

ent

Com

pani

es

Onl

y)

Colu

mn

A

Name

of

issue

r an

d tit

le of

iss

ue

or am

ount

of

in­

debt

edne

ss 1

Colu

mn

B

Balan

ce

held

at clo

se of

perio

d.

Num

ber

of sh

ares

— pr

inci

pal

amou

nt

of bo

nds,

notes

an

d ot

her

inde

bted

ness

2

Colu

mn

C

Cost

of ea

ch

item

3 4

Colu

mn

D

Value

of

each

item

at

clos

e of

peri

od4 5

Colu

mn

E

Am

ount

of

divi

dend

s or

inte

rest

4 6

(1)

(2)

Cred

ited

Oth

er

to in

com

e

Colu

mn

F

Am

ount

of

equi

ty

in ne

t pr

ofit

and

loss

for

the

perio

d 7

1 (a)

The

requ

ired

info

rmat

ion

is to

be giv

en

as to

all

inve

stm

ents

in

affil

iates

as

of the

clo

se of

the

perio

d.

List

each

issue

an

d gr

oup

sepa

rate

ly

(1)

inve

stmen

ts in

maj

ority

-ow

ned

subs

idia

ries,

segr

egat

ing

subs

idia

ries

cons

olid

ated

; (2)

ot

her

cont

rolle

d co

mpa

nies

; an

d (3)

ot

her

affil

iate

s. G

ive

total

s for

each

gr

oup.

If

oper

atio

ns

of an

y co

ntro

lled

com

pani

es

are

diff

er­

ent

in ch

arac

ter

from

thos

e of

the

regi

stra

nt,

grou

p su

ch

affil

iates

w

ithin

di

visio

ns

(1)

and

(2)

by ty

pe

of ac

tiviti

es.

(b)

Chan

ges

durin

g the

pe

riod

.—If

durin

g the

pe

riod

ther

e ha

s be

en

any

incr

ease

or

decr

ease

in

the

amou

nt

of in

vest

men

t in

any

affil

iate

, st

ate

in a

foot

note

(or

if

ther

e ha

ve

been

ch

ange

s as

to nu

mer

ous

affil

iate

s, in

a su

pple

men

tary

sc

hedu

le)

(1)

nam

e of

each

iss

uer

and

title

of iss

ue;

(2)

balan

ce

at be

ginn

ing

of pe

riod:

(3)

gr

oss

purc

hase

s an

d ad

ditio

ns;

(4)

gros

s sa

les a

nd

redu

ctio

ns;

(5)

balan

ce

at clo

se of

perio

d as

show

n in

colu

mn

a qu

asi-r

eorg

aniz

atio

n, s

ee ru

le 6-

02-7

(a

). St

ate

in a

foot

note

the

ag

gre­

gate

cost

for

Fede

ral

inco

me

tax

purp

oses

.(b

) Cl

osed

-end

co

mpa

nies

re

flecti

ng

inve

stmen

ts at

cost

show

ing

valu

e pa

rent

hetic

ally

.—If

any

inve

stm

ents

ha

ve

been

w

ritte

n do

wn

or re

serv

ed

agai

nst

by su

ch

com

pani

es

purs

uant

to

rule

6-02

-6

(b),

indi

cate

ea

ch

such

item

by

mea

ns

of an

appr

opria

te

sym

bol

and

expl

ain

in a

foot

note

.5 S

tate

the

basis

of

dete

rmin

ing

the

amou

nts

show

n in

colu

mn

D.

6 Sho

w in

colu

mn

E (1)

as

to eac

h iss

ue

held

at clo

se of

perio

d, t

he

divi

­de

nds

or in

tere

st in

clude

d in

capt

ion

1 of

the

stat

emen

t of

inco

me

and

ex­

pens

e. In

addi

tion,

sho

w as

the

final

item

in co

lum

n E

(1)

the

aggr

egat

e di

vide

nds

and

inte

rest

inclu

ded

in the

st

atem

ent

of in

com

e an

d ex

pens

e in

re

spec

t of

inve

stmen

ts

in af

filiat

es

not

held

at the

clo

se of

the

perio

d.

The

to

tal

of thi

s co

lumn

shou

ld

agree

wi

th the

am

ount

s sh

own

unde

r su

ch

capt

ion.

In

clud

e in

colu

mn

E (2)

all

ot

her

divi

dend

s an

d in

tere

st.

Ex­

plain

brief

ly in

an ap

prop

riate

fo

otno

te

the

treat

men

t ac

cord

ed

each

ite

m.

Iden

tify

by an

appr

opria

te

sym

bol

all

nonc

ash

divi

dend

s an

d ex

plain

th

e ci

rcum

stanc

es

in a

foot

note

. Se

e ru

les

6-03

-2

and

6-04

-1.

7 The

in

form

atio

n re

quire

d by

col

umn

F ne

ed

be fu

rnish

ed

only

as to

co

ntro

lled

com

pani

es.

The

equi

ty

in the

ne

t pr

ofit

and

loss

of ea

ch

pers

on

requ

ired

to be

listed

se

para

tely

sh

all

be co

mpu

ted

on an

indi

vidu

al

basi

s. In

addi

tion,

the

re

may

be su

bmitt

ed

the

info

rmat

ion

requ

ired

as co

mpu

ted

on the

ba

sis

of the

st

atem

ents

of

each

su

ch

perso

n an

d its

subs

idia

ries

cons

olid

ated

.

B.

Incl

ude

in su

ch

foot

note

or

sche

dule

com

para

ble

info

rmat

ion

as to

af

filiat

es

in wh

ich

ther

e wa

s an

inve

stmen

t at

any

time

durin

g the

pe

riod

even

th

ough

th

ere

was

no in

vest

men

t in

such

affil

iate

as of

the

close

of su

ch

perio

d.2 I

ndic

ate

any

secu

ritie

s su

bjec

t to

optio

n at

the

end

of the

m

ost

rece

nt

perio

d an

d sta

te in

a no

te the

am

ount

su

bjec

t to

optio

n, t

he

optio

n pr

ices

, an

d the

da

tes

with

in

which

su

ch

optio

ns

may

be ex

erci

sed.

3 If

the

cost

in co

lum

n C

repr

esen

ts ot

her

than

cash

expe

nditu

re,

expl

ain.

4 (a)

Colu

mns

C,

D,

an

d E

shall

be

tota

led.

Th

e to

tals

of co

lum

ns

C an

d D

shou

ld ag

ree

with

corre

lativ

e am

ount

s re

quire

d to

be sh

own

by th

e re

lated

ba

lance

sh

eet

capt

ions

. As

to

what

is “c

ost”

wher

e th

ere

has

been

58 SECURITIES AND EXCHANGE COMMISSION

Rule

12-2

3.

Real

Esta

te Ow

ned

and

Rent

s Ea

rned

.1

(For

In

sura

nce

Com

pani

es

Othe

r Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

PART

1—

REAL

ES

TATE

OW

NED

AT

END

OF

PERI

OD

PA

RT

2—RE

NTS

EAR

NED

Article 12 Rule 12-23

Col

umn

K Net

in

com

e ap

plic

a­ble

to

pe

riod

Col

umn

J Ex­

pend

ed

for

in­

tere

st,

taxe

s, re

pairs

, an

d ex

­pe

nses

Col

umn

I

Tot

al

rent

s ap

plic

a­ble

to

pe

riod

Col

umn

H

Rent

s

due

and

ac

crue

d at

end

of pe

riod

Col

umn

G

Ren

ts

re­

ceiv

ed

appl

i­ca

ble

to

perio

d

Col

umn

F

Adm

itted

as

set

valu

e2

Col

umn

E

Mar

ket

or fa

ir

valu

e le

ss

incu

m­

bran

ces

Col

umn

D

Book

valu

e le

ss

incu

m­

bran

ces

Col

umn

C

Act

ual

cost

Col

umn

B

Am

ount

of

incu

m­

bran

ces

Colu

mn

A

List

by St

ate

and

clas

sific

atio

n of

prop

erty

as

indi

cate

d be

low

1 All

mone

y co

lum

ns

shall

be

tota

led.

2 If

adm

itted

as

set

value

is

diffe

rent

fro

m the

am

ount

sh

own

in ei

ther

co

lum

n C,

D,

or E,

stat

e the

ba

sis

of de

term

inin

g su

ch

valu

e.

NAM

E OF

ST

ATE

Farm

s___

____

____

____

____

____

____

(tota

l)R

esid

entia

l___

____

____

____

____

____

__(to

tal)

Apa

rtmen

ts an

d bu

sine

ss__

____

____

____

_(to

tal)

Uni

mpr

oved

____

____

____

____

____

____

___

(tot

al)

Tot

al__

____

____

____

____

____

____

____

_

Tota

l, all

Sta

tes_

____

____

____

____

____

____

Rent

fro

m pr

oper

ties

sold

durin

g pe

riod

--

Gran

d to

tal_

____

____

____

____

____

____

____

____

___

xxxx

x xx

xxx

xxxx

x xx

xxx

xxxx

x

REGULATION S -X 59

A rticle 12 Rule 12-24

Rule

12-2

4.

Mor

tgag

e Lo

ans

on Re

al E

state

an

d In

tere

st

Earn

ed

on M

ortg

ages

.1(F

or

Insu

ranc

e Co

mpa

nies

O

ther

Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

PART

2—

INTE

REST

EA

RNED

ON

MORT

GAGE

S Col

umn

J

Tot

al

inte

rest

re

ceiv

ed,

due,

and

ac

crue

d ap

pli­

cable

to

pe

riod

5

Col

umn

I

Inte

rest

du

e an

d ac

crue

d at

end

of

perio

d

____

____

____

j__

____

Col

umn

H

Inte

rest

re

ceiv

ed

appl

i­ca

ble

to

perio

d

____

____

____

____

____

____

PART

1—

MORT

GAGE

LO

ANS

ON RE

AL

ESTA

TE

AT CL

OSE

OF PE

RIOD

Col

umn

G

Adm

it­ted

as

set

valu

e4

j ____

__|

____

__

Col

umn

F

Am

ount

of

mor

t­ga

ges

be­

ing

fore

­cl

osed

____

____

___

____

___

Colu

mn

E

Amou

nt

unpa

id

at

close

of

perio

d

(2)

Sub

ject

to

de­

linqu

ent

inte

rest

3

____

____

_

(1)

Tot

al

____

____

___

____

Col

umn

D

Boo

k va

lue

of

mor

t­ga

ges

____

__

- -

j__

____

___

Col

umn

c

Prio

rlie

ns

Col

umn

B Ap­

prais

ed

va

lue

of

prop

erty

i

Colu

mn

A

List

by St

ate

and

clas

sific

atio

n in

dica

ted

be

low

2

NAM

E OF

ST

ATE

Firs

t lie

ns

on:

Fa

rms

Apa

rtm

ent

s a

nd

bu

sin

ess

Un

im

pr

ov

ed

To

tal

1 All

mon

ey

colu

mns

sh

all

be to

tale

d.2 I

f m

ortg

ages

, re

pres

ent

othe

r tha

n fir

st

liens

, lis

t se

para

tely

in a

like

man

ner,

indi

catin

g br

iefly

the

na

ture

of

the

lien.

3 Int

eres

t in

arre

ars

for

less

than

3

mon

ths

may

be di

sreg

arde

d in

com

­pu

ting

the

tota

l am

ount

of

prin

cipa

l su

bjec

t to

delin

quen

t in

tere

st.

4 If

adm

itted

as

set

value

is

diffe

rent

fro

m the

am

ount

sh

own

in ei

ther

co

lumn

D or

E, s

tate

the

ba

sis

of de

term

inin

g su

ch

valu

e.5 I

n or

der

to re

conc

ile

the

tota

l of

colum

n J

with

the

am

ount

sh

own

In

the

prof

it an

d los

s st

atem

ent,

inte

rest

ap

plica

ble

to pe

riod

from

mor

tgag

es

sold

or ca

ncele

d du

ring

perio

d sh

ould

be ad

ded

to the

to

tal

of th

is co

lum

n.

60 SECURITIES AND EXCHANGE COMMISSION

A rticle 12 Rule 12-25

Rule

12

-25.

Bo

nds

and

Inte

rest

Ea

rned

on

Bond

s.1

(For

In

sura

nce

Com

pani

es

Oth

er

Than

Li

fe an

d Ti

tle

Insu

ranc

e C

ompa

nies

)

PART

2—

INTE

RES

T E

AR

NE

D

ON

BON

DS C

olum

nL

Tot

al

inte

rest

re

ceiv

ed,

due,

and

ac

crue

d ap

pli­

cable

to

pe

riod

7

Col

umn

K

Inte

rest

du

e an

d ac

crue

d on

bond

s no

t in

defa

ult

Col

umn

J

Inte

rest

re

ceiv

ed

appl

i­ca

ble

to

perio

d

Colu

mn

I

Bond

s in

defa

ult

(2)

Prin

cipa

lam

ount

(1)

Inte

rest

amou

nt

Col

umn

H

Year

ac

­qu

ired

PART

1—

BOND

S AT

CL

OSE

OF

PER

IOD C

olum

nG Ad­

mitt

ed

asse

t va

lue

6

Col

umn

F

Am

or­

tized

or

es

ti­m

ated

va

lue

5

C

olum

n

E

Mar

ket

value

4

Col

umn

D

Boo

k va

lue

3

Col

umn

C

Act

ual

cost

(ex­

clud

ing

accr

ued

inte

rest

)

Col

umn

B

Prin

cipa

l am

ount

of

bond

s an

d no

tes

Name

of

issue

r an

d tit

le

of iss

ue

2

Colum

n A

1 (a)

In

lieu

of th

is sc

hedu

le

ther

e m

ay

be file

d sc

hedu

le

D,

part

1, of

the

annu

al

stat

emen

t file

d wi

th

the

resp

ectiv

e do

mic

iliar

y St

ate

regu

lato

ry

auth

ority

. In

such

ca

se

the

met

hod

of de

term

inin

g m

arke

t va

lue

show

n in

co

lum

n 7

of th

at

sche

dule

sh

all

be sta

ted

in a

note

.(b

) Al

l m

oney

co

lum

ns

shal

l be

tota

led.

2 Gi

ve

the

title

of

each

iss

ue

of bo

nds

owne

d.

Grou

p se

para

tely

th

ose

in

defa

ult

and

thos

e no

t in

defa

ult.

With

in

thes

e tw

o gr

oups

se

greg

ate

acco

rdin

g to

class

of

bond

s, e.

g.,

Gov

ernm

ent,

Stat

e,

railr

oads

, ut

ilitie

s,

indu

stri

als,

etc

., an

d giv

e to

tals

for

each

gr

oup

and

clas

s.

3

Stat

e th

e ba

sis

of de

term

inin

g th

e am

ount

.4

Stat

e th

e m

etho

d of

dete

rmin

ing

mar

ket

valu

e.5

Indi

cate

by

a sy

mbo

l w

heth

er

amor

tized

or

estim

ated

va

lue.

St

ate

the

basis

of

dete

rmin

ing

estim

ated

va

lue.

6 If

adm

itted

as

set

valu

e is

diffe

rent

fro

m th

e am

ount

sh

own

in ei

ther

co

lum

n C,

D

, E,

or

F,

state

th

e ba

sis

of de

term

inin

g su

ch

valu

e.7

In or

der

to re

conc

ile

the

tota

l of

colu

mn

L wi

th

the

amou

nt

show

n in

th

e pr

ofit

and

loss

stat

emen

t, in

tere

st

appl

icab

le

to pe

riod

from

bond

s sol

d or

mat

ured

du

ring

perio

d sh

ould

be

adde

d to

the

tota

l of

this

colu

mn.

REGULATION S -X 61

A rticle 12 Rule 12-26

Rule

12-2

6.

Stoc

ks—

Othe

r Th

an

Stoc

ks

of Af

filiat

es

and

Inco

me

From

Divid

ends

Th

ereo

n.1

(For

In

sura

nce

Com

pani

es

Othe

r Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

PART

1—

STO

CKS

—OT

HER

THAN

AF

FILI

ATE

S AT

CL

OSE

OF

PERI

OD

PART

2—

INCO

ME

FROM

D

IVID

EN

DS

Amou

nt

of di

vide

nds

appl

icab

le

to pe

riod

(3)

To

tal7

Colu

mn

H

(2)

Oth

er

6

(1)

Cash

Colu

mn

G

Yea

rac

quire

d

Co

lum

n F

Adm

itted

as

set

value

5

Co

lum

n E

Mar

ket

or

estim

ated

va

lue

4

Colu

mn

D

Book

va

lue3

Colum

n C

Actu

al

cost

Colu

mn

B

Num

ber

of

shar

es

Colu

mn

A

Nam

e of

issue

r an

d tit

le

ofiss

ue

2

1 (a)

In

lieu

of th

is s

ched

ule

ther

e m

ay

be file

d sc

hedu

le

D,

part

2 of

the

annu

al

stat

emen

t file

d wi

th

the

resp

ectiv

e do

mic

iliar

y St

ate

regu

lato

ry

auth

ority

: P

rovi

ded ,

(1)

That

fro

m th

e to

tals

of

the

prop

er

colu

mns

th

ere

be de

duct

ed

the

amou

nts

repr

esen

ted

by th

e in

vest

men

t in

stoc

ks

of

affil

iate

s ca

lled

for

in th

e sc

hedu

le

pres

crib

ed

by ru

le 12

-28;

(2)

th

e m

etho

d of

dete

rmin

ing

mar

ket

valu

e sh

own

in co

lum

n 6

of sc

hedu

le

D,

part

2, be

st

ated

; an

d (3)

a

supp

lem

enta

l sc

hedu

le

listin

g all

sto

ck

divi

dend

s re

ceiv

ed,

othe

r th

an

from

affil

iate

s, t

he

nam

e of

issu

er,

the

num

ber

of sh

ares

an

d th

e am

ount

at

whi

ch

take

n up

as in

com

e, a

nd

the

info

rmat

ion

spec

ified

in

note

6,

is fu

rnis

hed.

(b)

All

mon

ey

colu

mns

sh

all

be to

tale

d.2

Give

th

e na

me

of ea

ch

issue

of

stock

ow

ned.

Gr

oup

sepa

rate

ly,

acco

rd­

ing

to ty

pe

of bu

sine

ss,

e. g.

, ra

ilroa

ds,

utili

ties,

ba

nk,

trust

an

d in

sura

nce

com

pani

es,

indu

stri

als,

et

c. G

ive

tota

ls for

ea

ch

grou

p.3

Stat

e th

e ba

sis

of de

term

inin

g th

e am

ount

.4

Indi

cate

by

a sy

mbo

l w

heth

er

mar

ket

or es

timat

ed

valu

e.

Stat

e th

e ba

sis

of de

term

inin

g su

ch

valu

e.5

If ad

mitt

ed

asse

t va

lue

is di

ffere

nt

from

the

amou

nt

show

n in

eith

er

colu

mn

C, D

, or

E, s

tate

th

e ba

sis

of de

term

inin

g su

ch

valu

e.6

Stat

e as

to an

y di

vide

nds

othe

r th

an

cash

, th

e ba

sis

on w

hich

th

ey

have

be

en

take

n up

as in

com

e an

d th

e ju

stifi

catio

n, i

f an

y, f

or

such

ac

tion.

7 In

orde

r to

reco

ncile

th

e to

tal

of su

bcol

umn

H (3)

wi

th

the

amou

nt

show

n in

the

prof

it an

d los

s st

atem

ent,

divi

dend

s ap

plic

able

to

peri

od

from

stoc

ks

sold

durin

g pe

riod

shal

l be

adde

d to

the

tota

l of

this

subc

olum

n.

62 SECURITIES AND EXCHANGE COMMISSION

Rule

12-2

7.

Sum

mar

y of

Inve

stm

ents

in

Secu

ritie

s—Ot

her

Than

Se

curit

ies

of A

ffilia

tes.1

(For

In

sura

nce

Com

pani

es

Oth

er

Than

Lif

e an

d Ti

tle

Insu

ranc

e C

ompa

nies

)

Colu

mn

A

Type

of

secu

rity

1. BO

NDS

AND

NO

TE

S2(a

) G

over

nmen

t (b)

St

ates

, Te

rrito

ries,

and

poss

essi

ons_

____

_(c)

Po

litic

al s

ubdi

visio

ns

of St

ates

, Te

rrito

ries,

and

poss

essi

ons_

(d)

Rai

lroad

s___

____

____

_(e)

Pu

blic

utili

ties_

____

___

____

___

(f)

Indu

stria

l an

d m

isce

llane

ous_

____

____

__

Tota

l bo

nds

and

note

s___

____

____

____

____

2. ST

OC

KS2

(g)

Rai

lroad

s___

____

____

____

____

____

____

____

____

_(h)

Pu

blic

utili

ties_

____

____

____

____

____

(i) Ba

nks,

trust

and

insu

ranc

e co

mpa

nies

____

(j) In

dust

rial

and

mis

cella

neou

s___

____

____

_To

tal

stoc

ks__

____

____

____

____

____

__

Tota

l in

vest

men

t in

secu

ritie

s ot

her

than

se

curit

ies

of af

filia

tes.

Article 12 Rule 12-27

Colu

mn

B

Book

va

lue

Colu

mn

C

Prin

cipa

l am

ount

of

bo

nds

and

note

s

Colu

mn

D

Mar

ket

valu

e (e

xclu

ding

ac

­cru

ed

inte

rest

)

Colu

mn

E

Act

ual

cost

(e

xclu

ding

ac

­cru

ed

inte

rest

)

Colu

mn

F

Am

ortiz

ed

or

inve

stm

ent

valu

e of

bond

s an

d no

tes 3

1 In

lieu

of thi

s sc

hedu

le th

ere

may

be file

d sc

hedu

le D

—Su

mm

ary

of th

e co

rrela

tive

annu

al

stat

emen

t file

d wi

th the

do

mic

iliar

y St

ate

regu

lato

ry

auth

ority

: Pr

ovid

ed,

That

fro

m the

to

tals

of the

pr

oper

co

lum

ns

ther

e be

de

ducte

d the

am

ount

s re

pres

ente

d by

the

inve

stm

ent

in sto

cks

of af

filia

tes

calle

d for

in

the

sche

dule

pres

crib

ed

by rul

e 12

-28.

2 Und

er e

ach

subd

ivisi

on

of ca

ptio

ns

1 an

d 2,

mak

e a

furth

er

clas

sific

atio

n int

o (a)

Un

ited

Stat

es,

(b)

Can

ada,

and

(c)

ot

her

coun

tries

.3 C

ompa

nies

wh

ich

do no

t am

ortiz

e th

eir

bond

s an

d no

tes

shall

in

sert

a no

te to

that

eff

ect

in lie

u of

the

info

rmat

ion

requ

ired.

XX

XX

XX

XX

XX

XX

XX

X

XX

X

XX

XX

XX

XX

XX

XX

XX

X

XX

X

REGULATION S -X 63Ra

le 12

-28.

In

vest

men

ts

in St

ocks

of

Affili

ates

an

d In

com

e Fro

m Di

viden

ds

Ther

eon.

1(F

or

Insu

ranc

e Co

mpa

nies

Ot

her

Than

Lif

e an

d Ti

tle

Insu

ranc

e C

ompa

nies

)

PART

1—

INVE

STM

ENTS

IN

STOC

KS

OF

AFF

ILIA

TES

AT

CLOS

E OF

PE

RIOD

PA

RT

2—IN

COM

E FR

OM

DIV

IDE

ND

S

Amou

nt

of di

vide

nds

appl

icab

le

to pe

riod

(3)

T

ota

l7

Colu

mn

H

(2)

O

ther

6

(1)

Cas

h

Colu

mn

G

Yea

rac

quire

d

Colum

n F

Adm

itted

as

set

value

5

Colu

mn

E

Mar

ket

or

estim

ated

va

lue4

Co

lum

n D

Book

va

lue

3

Colu

mn

C

Actu

al c

ost

Colu

mn

B

Num

ber

of

shar

esNa

me

of iss

uer

and

title

of

is

sue2

Colu

mn

A

Colu

mn

I

Oth

er

unde

r­w

ritin

g ex

pens

e in

curr

ed

durin

g pe

riod3

Colu

mn

H

Com

mis

­sio

ns

and

brok

erag

e in

curr

ed

durin

g pe

riod

Colu

mn

G

Loss

exp

ense

in

curr

ed

durin

g pe

riod

Colu

mn

F

Loss

es

in­

curre

d du

r­ing

pe

riod

Colu

mn

E

Pre

miu

ms

earn

ed

dur­

ing

perio

d

Colu

mn

D

Une

arne

d pr

emiu

ms

end

of pe

riod

Colu

mn

C

Net

pre­

miu

ms

wri

t­te

n

Colu

mn

B

Une

arne

d pr

emiu

ms

begi

nnin

g of

perio

d

Colu

mn

A

Line

of in

sura

nce

6 Sta

te

as to

any

divi

dend

s ot

her

than

ca

sh,

the

basis

on

whi

ch

they

ha

ve

been

ta

ken

up as

inco

me

and

the

just

ifica

tion,

if

any,

for

su

ch

actio

n.

If

any

such

di

vide

nds

rece

ived

fro

m af

filia

tes

have

be

en

cred

ited

to in

com

e in

an am

ount

di

fferin

g fro

m th

at

char

ged

to in

com

e or

earn

ed

surp

lus

by

the

disb

ursin

g co

mpa

ny,

stat

e th

e am

ount

of su

ch

diffe

renc

e an

d ex

plai

n.7 I

n or

der

to re

conc

ile

the

tota

l of

subc

olum

n H

(3)

with

th

e am

ount

sh

own

in th

e pr

ofit

and

loss

stat

emen

t, di

vide

nds

appl

icab

le

to th

e pe

riod

fro

m st

ocks

sol

d du

ring

perio

d sh

all

be ad

ded

to th

e to

tal

of th

is su

bcol

umn.

1 All

mon

ey

colu

mns

sh

all

be to

tale

d.2 G

ive

the

nam

e of

each

iss

ue

of sto

ck

owne

d.

Grou

p se

para

tely

(a

) st

ocks

of

insu

ranc

e co

mpa

nies

an

d (b

) st

ocks

of

othe

r af

filia

tes.

W

ithin

gr

oup

(b)

class

ify

acco

rdin

g to

type

of

busi

ness

. Gi

ve

tota

ls

for

each

gr

oup

and

clas

s.3 S

tate

th

e ba

sis

of de

term

inin

g th

e am

ount

.4 I

ndic

ate

by a

sym

bol

whe

ther

m

arke

t or

estim

ated

va

lue.

St

ate

the

basis

of

dete

rmin

ing

such

va

lue.

5 If

adm

itted

as

set

valu

e is

diffe

rent

fro

m th

e am

ount

sh

own

in ei

ther

co

lum

n C,

D

, or

E, s

tate

th

e ba

sis

of de

term

inin

g su

ch

valu

e.

Rule

12-2

9.

Prem

ium

s, L

osse

s, an

d C

omm

issi

ons.

1(F

or

Insu

ranc

e Co

mpa

nies

O

ther

Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

PA

RT

1 pa

rt

22

1 All

mon

ey

colu

mns

sh

all

be to

tale

d.2 F

ire

insu

ranc

e co

mpa

nies

ma

y fu

rnish

in

form

atio

n un

der

colu

mns

G

, H,

an

d I

by to

tals

only

, if

the

info

rmat

ion

requ

ired

by su

ch

colu

mns

is

no

t av

aila

ble

by lin

es

of in

sura

nce.

3 Inc

lude

in

this

colum

n all

am

ount

s se

t fo

rth

in the

re

lated

pr

ofit

and

loss

stat

emen

t un

der

capt

ions

6,

7, 8,

and

9.

A rticle 12 Rule 12-29

64 SECURITIES AND EXCHANGE COMMISSION

Article 12 Rule 12-31

Rule

12-3

0.

Due

and

to Be

com

e Du

e for

Bo

rrow

ed

Mon

ey.a

(For

In

sura

nce

Com

pani

es

Othe

r Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

Des

crip

tion

of in

vest

men

t2

Prof

it L

oss

(1)

(2)

(1)

(2)

On

sale

On

mat

urity

On

sa

le On

m

atur

ity

1 Col

umns

B

and

C sh

all

be to

tale

d.

In lie

u of

this

sche

dule

ther

e m

ay

be file

d sc

hedu

le A,

par

t 3,

and

sche

dule

D, p

art

4, of

the

annu

al s

tate

men

t file

d wi

th

the

resp

ectiv

e do

mici

liary

St

ate

regu

lato

ry

auth

ority

, pr

ovid

ed,

ther

e is

furn

ished

a

supp

lem

enta

l sc

hedu

le sh

owin

g for

ot

her

inve

stm

ents

th

e in

form

atio

n ca

lled

for

in th

is sc

hedu

le.

2 Gr

oup

inve

stm

ents

by

clas

ses.

Subm

it a

sche

dule

show

ing

(a) f

rom

whom

bo

rrow

ed; (

b) da

te

of lo

an;

(c) d

ue

date

; (d

) ext

ensio

ns g

rant

ed;

(e) o

rigin

al a

mou

nts;

a Ind

icate

in

a no

te an

y sig

nific

ant

chan

ges

since

the

da

te of

the

bala

nce

shee

t.

(f)

tota

l pa

ymen

ts;

(g)

unpa

id

bala

nce

at ba

lanc

e sh

eet

date

; an

d (h)

co

nditi

ons

gove

rnin

g eac

h lo

an.

Rule

12-3

1.

Prof

it an

d Lo

ss on

Sale

or M

atur

ity

of In

vest

men

ts.1

(For

In

sura

nce

Com

pani

es

Othe

r Th

an

Life

and

Title

In

sura

nce

Com

pani

es)

Colu

mn

A Co

lum

n B

Colu

mn

C

REGULATION S -X 65

A rticle 12 Rule 12-32

Rule

12

-32.

In

vest

men

ts

in Se

curit

ies

of A

ffilia

tes—

Bank

s.1

(For

Ba

nk

Hol

ding

C

ompa

nies

O

nly)

Col

umn

G

Net

ad­

ditio

ns t

o

prof

its o

f ea

ch

af­

filia

te

for

perio

d 3 6

Col

umn

F

Am

ount

at

whi

ch

carr

ied

in ba

l­an

ce

shee

t of

pe

rson

for

w

hich

st

ate­

men

t is

file

d 5

Col

umn

E

Am

ount

of

net

tang

ible

as

set

valu

e ap

pli­

cable

to

sh

ares

ow

ned

by pe

r­son

fo

r w

hich

st

ate­

men

t is

filed

Col

umn

D

Am

ount

of

net

tang

ible

as

set

valu

e ap

pli­

cable

to

sh

ares

ow

ned

by ot

hers

Tota

l ca

pita

l, su

rplu

s, a

nd

undi

vide

d pr

ofits

of

affil

iate

d ba

nks

3

(6)

Net

ta

ngib

le

asse

t

valu

e

(5)

Adj

ust­

men

ts,

if an

y,

nece

s­sa

ry to

ar

rive

at ne

t ta

ngib

le

asse

t va

lue

4

Colum

n C (4

)

Tot

al

com

mon

sh

ares

, su

rplu

s,

and

un­

divi

ded

prof

its

(3)

Surp

lus

and

un­

divi

ded

prof

its

(2)

Com

mon

shar

es

(1)

Pre

ferr

ed sh

ares

, ca

pita

l no

tes,

or

debe

n­tu

res

Colu

mn

B

Shar

es

owne

d by

the

pe

rson

for

which

st

atem

ent

is fil

ed

(2)

Per

cent

of

tota

l ou

t­st

and­

ing

(1)

Num

­be

r

Nam

e of

issue

r an

d tit

le

of iss

ue

2

Colu

mn

A

1 Sub

colu

mns

C

(1),

(2),

(3),

(4),

(5),

and

(6)

and

colu

mns

D

, E,

F,

an

d G

shal

l be

tota

led.

2 Ea

ch

issue

sh

all

be se

para

tely

lis

ted.

Gr

oup

acco

rdin

g to

com

bine

d st

atem

ents

, if

any;

ot

herw

ise

grou

p by

Stat

es.

With

in

each

gr

oup

segr

e­ga

te na

tiona

l ba

nks

from

Stat

e ba

nks.

D

esig

nate

by

an ap

prop

riat

e m

etho

d th

ose

bank

s wh

ich

are

(a)

not

mem

bers

of

the

Fede

ral

Res

erve

Sy

stem

, an

d (b)

no

t in

sure

d wi

th

the

Fede

ral

Dep

osit

Insu

ranc

e C

orpo

ra­

tion.

If

pref

erre

d sh

ares

, st

ate

par

valu

e an

d if

the

rede

mpt

ion

or re

tirab

le

valu

e is

othe

r th

an

par

valu

e, s

tate

su

ch

othe

r va

lue.

3 Th

e in

form

atio

n ca

lled

for

in su

bcol

umns

C

(1),

(2),

(3),

and

(4)

and

colu

mn

G sh

all

be as

show

n by

the

“Rep

orts

of

Con

ditio

n” an

d th

e “R

e­

ports

of

Earn

ings

an

d D

ivid

ends

” su

bmitt

ed

by th

e af

filia

te

to a

Fede

ral

auth

ority

, or

if it

does

no

t re

port

to a

Fede

ral

auth

ority

, to

its

resp

ectiv

e St

ate

auth

orit

y.4

Des

crib

e br

iefly

th

e na

ture

of

the

adju

stm

ents

. D

educ

t he

re

any

exce

ss

of re

dem

ptio

n or

retir

able

va

lue

over

pa

r va

lue

of pr

efer

red

shar

es

or pr

inci

pal

amou

nt

of ca

pita

l no

tes

and

debe

ntur

es.

5 If

the

amou

nt

show

n in

colu

mn

F di

ffers

fro

m th

e am

ount

sh

own

in

colu

mn

E,

stat

e th

e ba

sis

of de

term

inin

g th

e am

ount

in

colu

mn

F.6

The

info

rmat

ion

requ

ired

by co

lum

n G

shal

l be

show

n se

para

tely

fo

r ea

ch

perio

d for

w

hich

a

prof

it an

d los

s st

atem

ent

is fil

ed.

SECURITIES AND EXCHANGE COMMISSION6 6

A rticle 12 Rule 12-33

Rule

12-3

3.

Inve

stm

ents

in

Secu

ritie

s.1

(For

all

Un

it In

vest

men

t Tr

usts

, an

d for

tho

se

Uni

ncor

pora

ted

Man

agem

ent

Inve

stm

ent

Com

pani

es

which

are

Iss

uers

of

Perio

dic

Paym

ent,

Pla

nC

ertif

icat

es)

part

1

part

2

Col

umn

K

Inte

rest

Col

umn

J

Div

iden

ds

on ot

her

shar

es7

Col

umn

I

Dis

trib

u­tio

n re

­ce

ived

on

trus

t sh

ares

Col

umn

H

Mar

ket

value

of

ea

ch

issue

at

close

of

pe

riod

5 6

Col

umn

G

Am

ount

at

whi

ch

each

iss

ue

was

car­

ried

at

close

of

pe

riod

5

Col

umn

F

Cost

of

item

s in

­clu

ded

in

colu

mn

E 4 5

Col

umn

E

Bala

nce

held

at clo

se

of pe

riod.

N

umbe

r of

sh

ares

—

prin

cipa

l am

ount

of

bo

nds

and

note

s

Col

umn

D

Gros

s sa

les

and

redu

ctio

ns

as

to ea

ch

issue

du

ring

perio

d.N

umbe

r of

sh

ares

—pr

inci

pal

amou

nt

of bo

nds

and

note

s

Col

umn

C

Gros

s pu

rcha

ses

and

addi

tions

as

to

each

iss

ue

durin

g pe

riod.

N

umbe

r of

sh

ares

—pr

inci

pal

amou

nt

of bo

nds

and

note

s3

Col

umn

B

Bala

nce

held

at

begi

nnin

g of

perio

d.

Num

ber

of

shar

es—

prin

­cip

al a

mou

nt

of bo

nds

and

note

s

Col

umn

A

Nam

e of

iss

uer

and

title

of

iss

ue

2

1 The

re

quire

d in

form

atio

n is

to be

give

n as

to ea

ch

issue

of

secu

ritie

s he

ld at

any

time

durin

g th

e pe

riod

.2

Grou

p se

para

tely

(a)

sh

ares

of

inve

stm

ent

com

pani

es;

and

(b)

othe

r se

curi

ties.

As

to

secu

ritie

s set

fo

rth

in gr

oup

(a)

list

sepa

rate

ly

(1)

tru

st

shar

es

in tru

sts

crea

ted

or se

rvice

d by

the

depo

sito

r or

spon

sor

of th

is tr

ust

; (2)

tru

st

shar

es

in ot

her

trus

ts;

and

(3)

secu

ritie

s of

othe

r in

vest

men

t co

m­

pani

es.

As

to se

curit

ies

set

forth

in

grou

p (b

) lis

t (1)

ev

iden

ces

of in

debt

ed­

ness

; (2)

pr

efer

red

shar

es;

(3)

com

mon

sh

ares

; an

d (4)

ot

her

secu

ritie

s.

With

in

each

of

thes

e su

bdiv

isio

ns

class

ify

acco

rdin

g to

type

of

busi

ness

, in

­so

far

as po

ssib

le,

e. g.

, ra

ilroa

ds,

utili

ties,

ba

nks,

in

sura

nce

com

pani

es,

indu

stri

als.

Gi

ve

tota

ls of

each

gr

oup,

sub

divi

sion

, an

d cl

ass.

3 Des

crib

e br

iefly

th

e na

ture

of

any

addi

tions

ot

herw

ise

than

th

roug

h ca

sh

purc

hase

s.4 S

tate

th

e ba

sis

upon

wh

ich

cost

has

been

de

term

ined

. St

ate

in a

foot

­

note

to th

is co

lum

n th

e ag

greg

ate

cost

for

purp

oses

of

the

Fede

ral

inco

me

tax. 5

Colu

mns

F,

G,

an

d H

shal

l be

tota

led.

Th

e to

tal

of co

lum

n G

at th

e clo

se

of th

e m

ost

rece

nt

perio

d sh

all

agre

e wi

th

the

rela

ted

capt

ion

in th

e st

atem

ent

of co

nditi

on.

If th

e am

ount

sh

own

in co

lum

n G

diffe

rs

from

th

e am

ount

sh

own

in ei

ther

co

lum

n F

or H

, st

ate

the

basis

of

dete

rmin

ing

the

amou

nt

in co

lum

n G.

If

the

amou

nts

to be

show

n in

colu

mn

G ar

e id

entic

al w

ith

the

amou

nts

to be

show

n in

colu

mns

F

or H

, a

stat

emen

t to

th

at

effe

ct

will

suf

fice.

6 If

mar

ket

valu

e is

dete

rmin

ed

on an

y ba

sis

othe

r th

an

closin

g pr

ices

re

porte

d on

any

natio

nal

secu

ritie

s ex

chan

ge,

expl

ain

such

ot

her

basis

in

a no

te.

7 Ide

ntify

all

di

vide

nds

othe

r th

an

cash

ta

ken

up in

inco

me,

an

d st

ate

the

basis

on

whi

ch

so ta

ken

up.

REGULATION S -X 67

A rticle 12 Rule 12-35

Rule

12

-34.

Tr

ust

Shar

es.

(For

all

U

nit

Inve

stm

ent

Trus

ts,

and

for

thos

e U

ninc

orpo

rate

d M

anag

emen

t In

vest

men

t Co

mpa

nies

w

hich

are

Is

suer

s of

Perio

dic

Paym

ent

Plan

Cer

tific

ates

)

1. A

mou

nt

at w

hic

h---

------

------

------

- tru

st

shar

es

were

ca

rried

at

begi

nnin

g of

peri

od.1

2----

—

------

------

------

---

------

2. A

dditi

ons

durin

g pe

riod

resu

lting

fr

om:

(a)

Crea

tion

of-

--tru

st

shar

e 1-

------

-----

------

----$

------

-----

—(b

) A

lloca

tions

of

trust

in

com

e for

re

inve

stm

ent_

____

____

____

___

____

____

____

___

(c)

Oth

er

addi

tions

------

------

---

------

3. To

tal

addi

tions

------

------

-----

------

-----

------

------

---

-----

------

----

------

------

---4.

Ded

uctio

ns

durin

g pe

riod

resu

lting

fr

om:

(a)

Surr

ende

r an

d ca

ncel

latio

n o

f----

trust

sh

ares

1 -

------

------

------

- - -

------

-----

------

---(b

) O

ther

di

stri

butio

ns

(or

tran

sfer

s to

dist

ribu

tabl

e fu

nds)

of

amou

nts

cred

ited

to tru

st

shar

es__

____

__

____

_(c)

O

ther

de

duct

ions

4_

____

____

____

_ __

__5.

Tota

l de

duct

ions

____

___

__

_ __

__

6. A

mou

nt

at w

hic

h__

____

trust

sh

ares

we

re

carr

ied

at en

d of

peri

od.1

5__

$

1 Ins

ert

the

appl

icab

le

num

ber

of tru

st

shar

es.

2 Sta

te

the

basis

of

dete

rmin

ing

the

amou

nt.

3 Sta

te

sepa

rate

ly

all s

igni

fican

t ite

ms.

If

mar

ket

appr

ecia

tion

of un

der­

lyin

g tru

st

prop

erty

is

incl

uded

, th

e am

ount

th

ereo

f sh

all

be sh

own

sepa

­ra

tely

. In

com

e re

quire

d to

be se

t fo

rth

in th

e st

atem

ent

of in

com

e an

d di

stri

buta

ble

fund

s sh

all

not

be se

t fo

rth

here

.

4 Sta

te

sepa

rate

ly

all s

igni

fican

t ite

ms.

If

mar

ket

depr

ecia

tion

of un

der­

lyin

g tru

st

prop

erty

is

incl

uded

, th

e am

ount

th

ereo

f sh

all

be sh

own

sepa

­ra

tely

. Ex

pens

es

requ

ired

to be

set

forth

in

the

stat

emen

t of

inco

me

and

dist

ribu

tabl

e fu

nds

shal

l no

t be

set

forth

he

re.

5 The

ba

lanc

e at

the

close

of

the

mos

t re

cent

pe

riod

shal

l ag

ree

with

ca

ptio

n 8

of th

e re

late

d st

atem

ent

of co

nditi

on.

Rule

12

-35.

In

vest

men

ts

in Se

curit

ies

of Un

affil

iate

d Is

suer

s.(F

or

Face

-Am

ount

C

ertif

icat

e In

vest

men

t C

ompa

nies

)

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Nam

e of

issue

r an

d tit

le of

iss

ue

1Ba

lanc

e he

ld at

close

of

peri

od.

Num

ber

of sh

ares

—pr

inci

pal

amou

nt

of

bond

s an

d n

otes

2Co

st of

each

ite

m 3 4

Valu

e of

each

ite

m at

clos

e of

perio

d 3 5

1 (a)

Th

e re

quire

d in

form

atio

n is

to be

give

n as

to all

se

curit

ies

held

as

of the

clo

se

of th

e pe

riod

of re

port

. Ea

ch

issue

sh

all

be lis

ted

sepa

rate

ly.

(b)

Indi

cate

by

an ap

prop

riate

sy

mbo

l th

ose

secu

ritie

s w

hich

are

no

n-

inco

me-

prod

ucin

g se

curi

ties.

Ev

iden

ces

of in

debt

edne

ss

and

pref

erre

d sh

ares

ma

y be

deem

ed

to be

inco

me-

prod

ucin

g if,

on

the

resp

ectiv

e la

st

inte

rest

pa

ymen

t da

te or

date

s for

th

e de

clar

atio

n of

divi

dend

s pr

ior

to th

e da

te of

the

rela

ted

bala

nce

shee

t, th

ere

was

only

a pa

rtia

l pa

ymen

t of

inte

r­es

t or

a de

clar

atio

n of

only

a pa

rtia

l am

ount

of

the

divi

dend

s pa

yabl

e;

in su

ch

case

, ho

wev

er,

each

su

ch

issue

sh

all

be in

dica

ted

by an

appr

opri

ate

sym

bol

refe

rrin

g to

a no

te to

the

effe

ct

that

, on

the

last

inte

rest

or

divi

dend

da

te,

only

part

ial

inte

rest

wa

s pa

id

or pa

rtia

l di

vide

nds

decl

ared

. If,

on

su

ch

resp

ectiv

e la

st in

tere

st

or di

vide

nd

date

, no

inte

rest

wa

s pa

id or

no

divi

dend

s de

clar

ed,

the

issue

sh

all

not

be de

emed

to

be in

com

e-pr

oduc

ing.

Co

mm

on

shar

es

shal

l no

t be

deem

ed

to be

inco

me-

prod

ucin

g un

less

, du

ring

th

e las

t ye

ar

prec

edin

g th

e da

te of

the

rela

ted

bala

nce

shee

t, th

ere

was

at

leas

t on

e di

vide

nd

paid

upon

su

ch

com

mon

sh

ares

. Li

st se

para

tely

(1

)

bond

s;

(2)

pref

erre

d sh

ares

; (3)

co

mm

on

shar

es.

With

in

each

of

thes

e su

bdiv

isio

ns

class

ify

acco

rdin

g to

type

of

busi

ness

, in

sofa

r as

pra

ctic

able

: e.

g., i

nves

tmen

t co

mpa

nies

, ra

ilroa

ds,

utili

ties,

ban

ks,

insu

ranc

e co

mpa

nies

, or

indu

stri

als.

Gi

ve

tota

ls for

ea

ch

grou

p,

subd

ivis

ion,

an

d cl

ass.

2 In

dica

te

any

secu

ritie

s su

bjec

t to

optio

n at

the

end

of th

e m

ost

rece

nt

perio

d an

d st

ate

in a

note

the

amou

nt

subj

ect

to op

tion,

the

op

tion

pric

es,

and

the

date

s w

ithin

w

hich

su

ch

optio

ns

may

be ex

erci

sed.

3 Co

lum

ns

C an

d D

shal

l be

tota

led.

Th

e to

tals

of co

lum

ns

C an

d D

sh

ould

ag

ree

with

th

e co

rrel

ativ

e am

ount

s re

quire

d to

be sh

own

by th

e re

late

d ba

lanc

e sh

eet

capt

ions

. St

ate

in a

foot

note

to

colu

mn

C th

e ag

gre­

gate

cost

for

Fede

ral

inco

me

tax

purp

oses

.4 I

f an

y in

vest

men

ts

have

be

en

writ

ten

down

or

rese

rved

ag

ains

t by

such

co

mpa

nies

pu

rsua

nt

to ru

le 6-

21-6

, in

dica

te

each

su

ch

item

by m

eans

of

an

appr

opria

te

sym

bol

and

expl

ain

in a

foot

note

.5

Whe

re

valu

e is

dete

rmin

ed

on an

y ot

her

basis

th

an

closin

g pr

ices

repo

rted

on

any

natio

nal

secu

ritie

s ex

chan

ge,

expl

ain

such

ot

her

base

s in

a fo

otno

te.

6 8 SECURITIES AND EXCHANGE COMMISSION

A rticle 12 Rule 12-36

Rule

12-3

6.

Inve

stm

ents

in

and

Adv

ance

s to

Affi

liate

s an

d In

com

e Th

ereo

n.(F

or

Face

-Am

ount

C

ertif

icat

e In

vest

men

t C

ompa

nies

)

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Colu

mn

E Co

lum

n F

Amou

nt

of

equi

ty

in

net

prof

it an

d los

s fo

r the

pe

riod

7

Amou

nt

of di

vide

nds

or in

tere

st4 6 (2

)

Oth

er

(1)

Cred

ited

to

inco

me

Am

ount

at

whi

ch

carri

ed

at

close

of

pe

riod4

5

Cost

of ea

ch

item

3 4

Bala

nce

held

at clo

se

of pe

riod.

N

umbe

r of

sh

ares

, pr

inci

pal

amou

nt

of bo

nds,

no

tes

and

othe

r in

debt

edne

ss2

Nam

e of

issue

r an

d tit

le

of iss

ue

or am

ount

of

inde

bted

ness

1

1 (a)

Th

e re

quire

d in

form

atio

n is

to be

give

n as

to all

in

vest

men

ts

in

affil

iate

s as

of th

e clo

se

of th

e pe

riod.

Se

e ca

ptio

ns

10,

13,

and

20 of

rule

6-

22.

List

each

iss

ue

and

grou

p se

para

tely

(1)

in

vest

men

ts

in m

ajor

ity-

ow

ned

subs

idia

ries

, se

greg

atin

g su

bsid

iarie

s co

nsol

idat

ed;

(2)

othe

r co

n­tro

lled

com

pani

es;

and

(3)

othe

r af

filia

tes.

Gi

ve

tota

ls for

ea

ch

grou

p.

If op

erat

ions

of

any

cont

rolle

d co

mpa

nies

are

di

ffere

nt

in ch

arac

ter

from

th

ose

of the

re

gist

rant

, gr

oup

such

affil

iate

s w

ithin

di

visio

ns

(1)

and

(2)

by ty

pe

of ac

tivi

ties.

(b)

Chan

ges

duri

ng

the

peri

od.—

If du

ring

the

perio

d th

ere

has

been

an

y in

crea

se

or de

crea

se

in th

e am

ount

of

inve

stm

ent

in an

y af

filia

te,

stat

e in

a fo

otno

te

(or

if th

ere

have

be

en

chan

ges

as to

num

erou

s af

filia

tes,

in

a su

p­pl

emen

tary

sc

hedu

le)

(1)

nam

e of

each

iss

uer

and

title

of

issu

e:

(2)

bala

nce

at be

ginn

ing

of pe

riod;

(3)

gr

oss

purc

hase

s an

d ad

ditio

ns;

(4)

gros

s sa

les

and

redu

ctio

ns;

(5)

bala

nce

at clo

se

of pe

riod

as sh

own

in co

lum

n C.

In

­clu

de

in su

ch

foot

note

or

sche

dule

co

mpa

rabl

e in

form

atio

n as

to af

filia

tes

in w

hich

th

ere

was

an in

vest

men

t at

any

time

durin

g th

e pe

riod

even

th

ough

th

ere

was

no in

vest

men

t in

such

af

filia

te

as of

the

close

of

such

pe

riod

.2

Indi

cate

an

y se

curit

ies

subj

ect

to op

tion

at th

e en

d of

the

mos

t re

cent

pe

riod

and

stat

e in

a fo

otno

te

the

amou

nt

subj

ect

to op

tion,

th

e op

tion

pric

es,

and

the

date

s w

ithin

w

hich

su

ch

optio

ns

may

be ex

erci

sed.

3 If

the

cost

in co

lum

n C

repr

esen

ts

othe

r th

an

cash

ex

pend

iture

, ex

plai

n.4

(a)

Colu

mns

C,

D

, an

d E

shal

l be

tota

led.

Th

e to

tals

of co

lum

ns

C

and

D sh

ould

ag

ree

with

co

rrel

ativ

e am

ount

s re

quire

d to

be sh

own

by th

e

rela

ted

bala

nce

shee

t ca

ptio

ns.

Stat

e in

a fo

otno

te

the

aggr

egat

e co

st fo

r Fe

dera

l in

com

e tax

pu

rpos

es.

(b)

If an

y in

vest

men

ts

have

be

en

writ

ten

down

or

rese

rved

ag

ains

t by

su

ch

com

pani

es

purs

uant

to

rule

6-21

-6,

indi

cate

ea

ch

such

ite

m by

mea

ns

of an

appr

opria

te

sym

bol

and

expl

ain

in a

foot

note

.5

Stat

e th

e ba

sis

of de

term

inin

g th

e am

ount

s sh

own

in co

lum

n D

.6

Show

in

colu

mn

E (1)

as

to ea

ch

issue

he

ld at

close

of

perio

d, t

he

divi

­de

nds

or in

tere

st

inclu

ded

in ca

ptio

n 1

of th

e pr

ofit

and

loss

or in

com

e st

atem

ent.

In ad

ditio

n, s

how

as th

e fin

al i

tem

in co

lum

n E

(1)

the

aggr

egat

e di

vide

nds

and

inte

rest

in

clude

d in

the

prof

it an

d los

s or

inco

me

stat

emen

t in

resp

ect

of in

vest

men

ts

in af

filia

tes

not

held

at th

e clo

se

of th

e pe

riod

. Th

e to

tal

of th

is co

lum

n sh

ould

ag

ree

with

th

e am

ount

s sh

own

unde

r su

ch

capt

ion.

In

clud

e in

colu

mn

E (2)

all

ot

her

divi

dend

s an

d in

tere

st.

Ex-

plain

brief

ly

in an

appr

opria

te

foot

note

th

e tr

eatm

ent

acco

rded

ea

ch

item

. Ide

ntify

by

an ap

prop

riat

e sy

mbo

l all

no

n-ca

sh

divi

dend

s an

d ex

plai

n th

e ci

rcum

stan

ces

in a

foot

note

. Se

e ru

les

6-22

-2

and

6-23

-1.

7 Th

e in

form

atio

n re

quire

d by

colu

mn

F ne

ed

be fu

rnish

ed

only

as to

co

ntro

lled

com

pani

es.

The

equi

ty

in th

e ne

t pr

ofit

and

loss

of ea

ch

pers

on

requ

ired

to

be lis

ted

sepa

rate

ly

shal

l be

com

pute

d on

an in

divi

dual

ba

sis.

In

addi

tion,

the

re

may

be su

bmitt

ed

the

info

rmat

ion

requ

ired

as co

mpu

ted

on th

e ba

sis

of th

e st

atem

ents

of

each

su

ch

pers

on

and

its

subs

idia

ries

co

n­so

lidat

ed.

REGULATION S-X 69

Article 12 Rule 12-37

Rule

12-3

7.

Mor

tgag

e Lo

ans

on Re

al Es

tate

and

Inte

rest

Earn

ed

on M

ortg

ages

.1(F

or

Face

-Am

ount

C

ertif

icat

e In

vest

men

t C

ompa

nies

)

Part

1—M

ortg

age

loans

on

real

esta

te

at clo

se of

peri

od

Colu

mn

A Co

lum

n B

2 Co

lum

n C

Colu

mn

D Co

lum

n E

Part

2—In

tere

st

earn

ed

on m

ortg

ages

Colu

mn

F Co

lum

n G

Inte

rest

in

com

e ea

rned

ap

plic

able

to

perio

d 5 6

Inte

rest

du

e an

d ac

crue

d at

end

of

perio

d 6

Am

ount

of

mor

tgag

es

bein

g fo

recl

osed

Am

ount

of

prin

cipa

l un

­pa

id at

close

of pe

riod

(2)

Subj

ect

to

delin

quen

t in

tere

st4

(1)

Tot

al

j

Car

ryin

g am

ount

of

mor

t­ga

ges

8 9 10

11

Prio

rlie

ns

i

List

by cl

assi

ficat

ion

indi

cate

d be

low

2 3 7

Lien

s on

:F

arm

s___

____

____

____

___(

tota

l) __

Res

iden

tial_

____

____

____

__(to

tal)

_ _A

part

men

ts

and

busi

ness

------

-(to

tal)

_ _U

nim

prov

ed__

____

____

____

____

(tot

al).

_

Tota

l 12_

____

____

____

____

____

___

____

____

____

____

____

____

____

____

____

____

___

1 All

mon

ey

colu

mns

sh

all

be to

tale

d.2 I

f m

ortg

ages

re

pres

ent

othe

r th

an

first

liens

, lis

t se

para

tely

in

a sc

hedu

le

in a

like

man

ner,

in

dica

ting

brief

ly the

na

ture

of

the

lien.

In

form

atio

n ne

ed

not

be fu

rnish

ed

as to

such

lie

ns

which

are

fu

lly

insu

red

or w

holly

gu

aran

teed

by

an ag

ency

of

the

Unite

d St

ates

G

over

nmen

t.3 I

n a

sepa

rate

sc

hedu

le cla

ssify

by

Stat

es

in wh

ich

the

mor

tgag

ed

prop

­ert

y is

loca

ted

the

tota

l am

ount

s in

supp

ort

of co

lum

ns

B,

C,

D,

and

E.

4(a)

Inte

rest

in

arre

ars

for

less

than

3

mon

ths

may

be di

sreg

arde

d in

co

mpu

ting

the

tota

l am

ount

of

prin

cipa

l su

bjec

t to

delin

quen

t in

tere

st.

(b)

Of

the

tota

l pr

inci

pal

amou

nt,

state

the

am

ount

ac

quire

d fr

om

cont

rolle

d an

d ot

her

affil

iate

s.5 I

n or

der

to re

conc

ile

the

tota

l of

colu

mn

G wi

th

the

amou

nt

show

n in

the

pr

ofit

and

loss

or in

com

e st

atem

ent,

inte

rest

in

com

e ea

rned

ap

plic

able

to

perio

d fro

m m

ortg

ages

sol

d or

canc

eled

durin

g pe

riod

shou

ld

be ad

ded

to

the

tota

l of

this

colu

mn.

6 If

the

info

rmat

ion

requ

ired

by co

lum

ns

F an

d G

is no

t re

ason

ably

av

ail­

able

beca

use

the

obta

inin

g th

ereo

f wo

uld

invo

lve

unre

ason

able

eff

ort

or

expe

nse,

suc

h in

form

atio

n ma

y be

omitt

ed

if the

re

gist

rant

sh

all

inclu

de

a st

atem

ent

show

ing

that

un

reas

onab

le

effor

t or

expe

nse

woul

d be

invo

lved

. In

such

an

even

t, sta

te

in co

lum

n G

for

each

of

the

abov

e cla

sses

of

mor

t­ga

ge

loans

the

av

erag

e gr

oss

rate

of in

tere

st

on m

ortg

age

loan

s he

ld at

the

end

of the

fis

cal

peri

od.

7 Eac

h m

ortg

age

loan

inclu

ded

in co

lum

n C

in an

amou

nt

in ex

cess

of

$5

00,00

0 sh

all

be lis

ted

sepa

rate

ly.

Loan

s fro

m $1

00,0

00

to $5

00,0

00

shal

l be

grou

ped

by $5

0,000

gr

oups

, in

dica

ting

the

num

ber

of loa

ns

in ea

ch

grou

p.8 I

n a

foot

note

to

this

sche

dule

, fu

rnish

a

reco

ncili

atio

n, i

n the

fo

llow

ing

form

, of

the

carr

ying

am

ount

of

mor

tgag

e loa

ns

at th

e be

ginn

ing

of th

e

perio

d wi

th

the

tota

l am

ount

sh

own

in co

lum

n C

:Ba

lanc

e at

begi

nnin

g of

peri

od__

___

$_

Add

ition

s du

ring

peri

od:

New

mor

tgag

e lo

ans_

____

_$_

____

__Ot

her

(des

crib

e)__

__

_

____

$D

educ

tions

du

ring

peri

od:

Col

lect

ions

of

prin

cipa

l___

_ $_

____

___

Fore

clos

ures

____

___

____

__

___

Cost

of m

ortg

ages

so

ld__

__

____

___

Am

ortiz

atio

n of

prem

ium

_ __

Othe

r (d

escr

ibe)

____

____

__

_ __

__Ba

lanc

e at

close

of pe

riod

____

____

___

____

__

$_If

addi

tions

re

pres

ent

othe

r th

an

cash

ex

pend

iture

s, ex

plai

n.

If an

y of

the

chan

ges

durin

g the

pe

riod

resu

lt fro

m tr

ansa

ctio

ns,

dire

ctly

or

indi

rect

ly

with

af

filia

tes,

expl

ain

the

base

s of

such

tr

ansa

ctio

ns,

and

the

amou

nts

in­

volv

ed.

Stat

e the

ag

greg

ate

amou

nt

of m

ortg

ages

(a)

re

newe

d an

d (b

) ex

­te

nded

. If

the

carr

ying

am

ount

of

the

new

mor

tgag

es

is in

exce

ss

of th

e un

paid

am

ount

(n

ot

inclu

ding

in

tere

st)

of pr

ior

mor

tgag

es,

expl

ain.

9 If

any

item

of m

ortg

age

loans

on

real

esta

te

inve

stm

ents

has

bee

n w

ritt

en

down

or

rese

rved

ag

ains

t pu

rsua

nt

to ru

le 6-

21-6

, de

scrib

e the

ite

m an

d ex

plai

n the

ba

sis

for

the

write

-dow

n or

rese

rve.

10 St

ate

in a

foot

note

to

colu

mn

C the

ag

greg

ate

cost

for

Fede

ral

inco

me

tax

purp

oses

.11

If the

to

tal

amou

nt

show

n in

colu

mn

C in

clud

es

inte

rcom

pany

pr

ofits

, sta

te

the

base

s of

the

tran

sact

ions

res

ultin

g in

such

pr

ofits

and

, if

prac

ticab

le,

state

the

am

ount

s th

ereo

f.12

Sum

mar

ize

the

aggr

egat

e am

ount

s for

ea

ch

colu

mn

appl

icab

le

to

capt

ions

6

(b),

6 (c

), an

d 12

of ru

le 6-

22.

70 SECURITIES AND EXCHANGE COMMISSION

Article 12 Rule 12-38

Rule

12-3

8.

Real

Esta

te Ow

ned

and

Ren

tal

Inco

me.

1(F

or

Face

-Am

ount

Ce

rtific

ate

Inve

stm

ent

Com

pani

es)

Part

1—Re

al es

tate

ow

ned

at end

of

perio

d Pa

rt 2—

Rent

al i

ncom

e

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Colu

mn

E Co

lum

n F

Colu

mn

G Co

lum

n H

Colu

mn

I Co

lum

n J

List

clas

sific

atio

n of

prop

erty

as

indi

cate

d be

low

2 3

Farm

s___

____

____

____

____

____

___

Res

iden

tial_

____

____

____

____

__A

partm

ents

and

busi

ness

____

____

__U

nim

prov

ed__

____

____

____

____

___

Tot

al8_

____

____

____

____

____

___

Rent

fro

m pr

oper

ties

sold

durin

g pe

riod_

____

Tota

l___

____

____

____

____

____

____

____

_Am

ount

of

encu

m­

bran

ces

xxxx

xxx

xxxx

xxx

Initi

al

cost

to

com

pany

xxxx

xxx

xxxx

xxx

Cost

of

impr

ove­

men

ts,

etc.

xxxx

xxx

xxxx

xxx

Net

in

com

e ap

plic

able

to

perio

d

Expe

nded

for

inte

rest

,ta

xes,

repa

irs,

and

expe

nses

Tot

al

rent

al

inco

me

appl

icab

le

to pe

riod

Ren

ts

due

and

accr

ued

at end

of

pe

riod

\

Res

erve

for

depr

e­ci

atio

n

Am

ount

at

whi

ch

carri

ed

at

close

of

peri

od4

5 6

7

1 All

mone

y co

lum

ns

shall

be

tota

led.

2 Eac

h item

of

prop

erty

in

clude

d in

colu

mn

E in

an am

ount

in

exce

ss

of $1

00,00

0 sh

all b

e lis

ted

sepa

rate

ly.

3 In

a se

para

te

sche

dule

classi

fy

by sta

tes

in wh

ich

the

real

esta

te

owne

d is

locate

d the

to

tal

amou

nts

in su

ppor

t of

colu

mns

E

and

F.4 I

n a

foot

note

to

this

sche

dule

, fu

rnish

a

reco

ncili

atio

n, i

n the

fo

llow

ing

form

, of

the

tota

l am

ount

at

which

re

al es

tate

was

carri

ed

at the

be

ginn

ing

of the

pe

riod

with

the

tota

l am

ount

sh

own

in co

lumn

E:

Balan

ce

at be

ginn

ing

of pe

riod_

____

____

____

____

____

____

____

___

$_

____

Add

ition

s du

ring

perio

d:A

cqui

sitio

ns

thro

ugh

fore

clos

ure_

____

____

____

____

____

____

____

__$_

__Ot

her

acqu

isiti

ons_

____

____

____

____

____

____

____

____

____

____

____

_

Impr

ovem

ents

, et

c___

____

____

____

____

____

____

____

____

____

____

___

_

Othe

r (d

escr

ibe)

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

_

Ded

uctio

ns

durin

g pe

riod:

Cost

of re

al es

tate

so

ld__

____

____

__$_

____

_Ot

her

(des

crib

e)__

____

____

____

___

$___

_

Bala

nce

at clo

se of

perio

d __

____

____

____

____

____

___

$_If

addi

tions

, ex

cept

ac

quisi

tions

th

roug

h fo

recl

osur

e, r

epre

sent

ot

her

than

ca

sh

expe

nditu

res,

expl

ain.

If

any

of the

ch

ange

s du

ring

the

perio

d re

sult

from

trans

actio

ns,

dire

ctly

or in

dire

ctly

, wi

th af

filia

tes,

expl

ain

and

stat

e the

am

ount

of

any

inte

rcom

pany

ga

in or

loss

.5 I

f an

y item

of

real

estat

e in

vest

men

ts

has

been

w

ritten

do

wn

or re

serv

ed

agai

nst

purs

uant

to

rule

6-21

-6,

desc

ribe

the

item

and

expl

ain

the

basis

fo

r the

w

rite-

dow

n or

rese

rve.

6 Stat

e in

a fo

otno

te

to co

lum

n E

the

aggr

egat

e co

st for

Fe

dera

l in

com

e tax

pu

rpos

es.

7 The

am

ount

of

all i

nter

com

pany

pr

ofits

inc

lude

d in

the

tota

l of

colu

mn

E sh

all b

e sta

ted

if m

ater

ial.

8 Sum

mar

ize

the

aggr

egat

e am

ount

s for

ea

ch

colu

mn

appl

icab

le

to

capt

ions

7

and

12 of

rule

6-22

.

XXXX

XXX

xxxx

xxx

xxxx

xxx

xxxx

xxx

xxxx

xxx

xxxx

xxx

REGULATION S -X 71

A rticle 12 Rule 12-39

Rule

12-3

9.

Supp

lem

enta

ry

Prof

it an

d Lo

ss In

form

atio

n.(F

or

Face

-Am

ount

C

ertif

icat

e In

vest

men

t C

ompa

nies

)

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Item

1

1. Le

gal

expe

nses

(in

clud

ing

thos

e in

conn

ectio

n wi

th

any

mat

ter,

mea

sure

or

proc

eedi

ng

befo

rele

gisla

tive

bodi

es,

offic

ers

or go

vern

men

t d

epar

tmen

ts).-

------

------

-2.

Adv

ertis

ing

and

publ

icit

y___

____

____

____

__3.

Sales

pr

omot

ion

------

------

4. Pa

ymen

ts

dire

ctly

an

d in

dire

ctly

to

trade

as

soci

atio

ns

and

serv

ice

orga

niza

tions

, an

d co

n­tr

ibut

ions

to

othe

r or

gani

zatio

ns__

__

Tot

alCh

arge

d to

in

vest

men

t ex

pens

e

Char

ged

to ot

her

acco

unts

(1)

(2)

Acc

ount

A

mou

nt

1 Am

ount

s re

sulti

ng

from

tran

sact

ions

wi

th

affil

iate

s sh

all

be st

ated

se

para

tely

.2

Stat

e se

para

tely

ea

ch

cate

gory

of

expe

nse

repr

esen

ting

mor

e th

an

5 pe

rcen

t of

the

tota

l ex

pens

e sh

own

unde

r th

is it

em.

72 SECURITIES AND EXCHANGE COMMISSION

Article 12 Rule 12-41U . S . G O V E R N M E N T P R IN T IN G O F F I C E : 1 9 5 8 O - 4 7 0 3 5 9

Rule

12-4

0.

Certi

ficat

e R

eser

ves.

(For

Fa

ce-A

mou

nt

Cer

tific

ate

Inve

stm

ent

Com

pani

es)

Colu

mn

A Co

lum

n B

Colu

mn

C Co

lum

n D

Colu

mn

E

Bala

nce

at be

ginn

ing

of pe

riod

Add

ition

s D

educ

tions

Ba

lanc

e at

close

of

peri

od

Des

crip

tion

1

(1)

Num

ber

of ac

­co

unts

w

ith

se­

curi

ty

hold

ers

(2)

Am

ount

of

ma­

turi

ty

valu

e

(3)

Am

ount

of

re­

serv

es

2

(1)

Cha

rged

to

prof

it

and

loss

or

in­

com

e

(2)

Res

erve

p

ay­

men

ts

by ce

r­ti

fica

te

hold

ers

(3)

Cha

rged

to

othe

r ac

­co

unts

—

Des

crib

e

(1)

Mat

u­

riti

es

(2)

Cas

h su

rren

­de

rs

prio

r to

m

atu

rity

(3)

Oth

er—

D

escr

ibe

(1)

Num

ber

of ac

­co

unt

s w

ith

se­

curi

ty

hold

ers

(2)

Am

ount

of

ma­

turi

ty

valu

e

(3)

Am

ount

of

re­

serv

es

2

1 (a)

Ea

ch

serie

s of

cert

ifica

tes

shal

l be

stat

ed

sepa

rate

ly.

The

des

crip

­tio

n sh

all

incl

ude

the

yield

to

mat

urity

on

an an

nual

pa

ymen

t ba

sis.

(b)

For

cert

ifica

tes

of th

e in

stal

lmen

t ty

pe,

info

rmat

ion

requ

ired

by

colu

mns

B,

D (2

) an

d (3)

an

d E

shal

l be

give

n by

ag

e gr

oupi

ngs,

ac

cord

ing

to th

e nu

mbe

r of

mon

ths

paid

by

secu

rity

ho

lder

s,

grou

ped

to sh

ow

thos

e up

on

whi

ch

1-12

m

onth

ly

paym

ents

ha

ve

been

m

ade,

13

-24

paym

ents

, et

c.2

(a)

If th

e to

tal

of th

e re

serv

es

show

n in

thes

e co

lum

ns

diffe

rs

from

the

tota

l of

the

rese

rves

pe

r th

e ac

coun

ts,

ther

e sh

ould

be

st

ated

(i)

the

aggr

e­

gate

di

ffere

nce

and

(ii)

the

diffe

renc

e on

a $1

,000

fa

ce-a

mou

nt

cert

ific

ate

basi

s. (b)

Ther

e sh

all

be sh

own

by fo

otno

te

or by

supp

lem

enta

l sc

hedu

le

(i)

the

amou

nts

peri

odic

ally

cr

edite

d to

each

cla

ss

of se

curi

ty

hold

ers’

acco

un

ts

from

inst

allm

ent

paym

ents

an

d (ii

) su

ch

othe

r am

ount

s p

erio

dic

ally

cr

edite

d to

accu

mul

ate

the

mat

urity

am

ount

of

the

cert

ific

ate.

Su

ch

in­

form

atio

n sh

all

be st

ated

on

a $1

,000

fa

ce-a

mou

nt

cert

ifica

te

basi

s fo

r th

e ter

m of

the

cert

ific

ate.

Rule

12-4

1.

Qua

lifie

d A

sset

s on

Dep

osit.

1

Colu

mn

A Co

lum

n B

Nam

e of

depo

sita

ry

2 C

ash

(For

Fa

ce-A

mou

nt

Cer

tific

ate

Inve

stm

ent

Com

pani

es)

1 Al

l m

oney

co

lum

ns

shal

l be

tota

led

.2

Clas

sify

nam

es

of in

divi

dual

de

posi

tari

es

unde

r gr

oup

head

ings

, su

ch

as ba

nks

and

stat

es.

3 To

tal

of co

lum

n F

shal

l ag

ree

with

no

te

requ

ired

by

capt

ion

11 of

rule

6-

22

as to

tota

l am

ount

of

qual

ified

A

sset

s on

Dep

osit

.

Colu

mn

C

Inve

stm

ents

in

secu

riti

es

Colu

mn

D

Firs

t m

ortg

ages

an

d ot

her

first

liens

on

re

al

esta

te

Colu

mn

E

Oth

er

Col

umn

F

To

tal3