[Federal Register Volume 59, Number 243 (Tuesday, December 20, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-31036]
[[Page Unknown]]
[Federal Register: December 20, 1994]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 210, 229, and 249
[Release Nos. 33-7118; 34-35094; IC-20766; FR44; International Series
No. 758; File No. S7-12-94]
RIN 3235-AG17
Financial Statements of Significant Foreign Equity Investees and
Acquired Foreign Businesses of Domestic Issuers and Financial Schedules
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
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SUMMARY: The Commission is announcing the adoption of amendments to
Regulation S-X, which governs the form and content of financial
statements and schedules furnished by public companies in filings with
the Commission, and Form 20-F, which is applicable to foreign private
issuers. The amendments extend accommodations adopted recently with
respect to financial statements of foreign issuers to filings by
domestic issuers that are required to include financial statements of
foreign equity investees or acquired foreign businesses. The
accommodations relate to the age of financial statements and the
reconciliation of financial statements to U.S. generally accepted
accounting principles. In addition, the amendments revise the tests for
determining whether financial statements of an equity investee must be
provided, and they eliminate the requirement to furnish certain
supplemental financial schedules.
EFFECTIVE DATES: December 20, 1994.
FOR FURTHER INFORMATION CONTACT:
Wayne E. Carnall, (202) 942-2960, Deputy Chief Accountant, Division of
Corporation Finance, Mail Stop 3-13, or, with respect to investment
company matters, Jim Volk, (202) 942-0637, Office of Disclosure and
Review, Division of Investment Management, U.S. Securities and Exchange
Commission, Mail Stop 10-5, 450 Fifth Street, Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to the
following rules and forms: Rules 1-02,\1\ 3-05,\2\ 3-09,\3\ 3-12,\4\ 4-
08,\5\ 5-02,\6\ 5-04,\7\ 6-07,\8\ 6-10,\9\ 7-05,\10\ 9-07,\11\ 12-
01,\12\ of Regulation S-X,\13\ and Items 404\14\ and 601\15\ of
Regulation S-K.\16\ In addition, the Commission is amending Form 20-
F\17\ under the Securities Exchange Act of 1934 (``Exchange Act'').\18\
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\1\17 CFR 210.1-02.
\2\17 CFR 210.3-05.
\3\17 CFR 210.3-09.
\4\17 CFR 210.3-12.
\5\17 CFR 210.4-08.
\6\17 CFR 210.5-02.
\7\17 CFR 210.5-04.
\8\17 CFR 210.6-07.
\9\17 CFR 210.6-10.
\10\17 CFR 210.7-05.
\11\17 CFR 210.9-07.
\12\17 CFR 210.12-01.
\13\17 CFR Part 210.
\14\17 CFR 229.404.
\15\17 CFR 229.601.
\16\17 CFR 229.
\17\17 CFR 249.220f.
\18\15 U.S.C. 78a et seq.
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I. Introduction
The Commission today is adopting several amendments that will
extend financial statement accommodations available to foreign issuers
to filings by domestic issuers that are required to include financial
statements of foreign equity investees or acquired foreign
business.\19\ The accommodations relate to the age of financial
statements\20\ and the reconciliation of financial statements to U.S.
generally accepted accounting principles (``GAAP'') for those foreign
entities.\21\ In addition, the adopted amendments revise the tests of
significance for determining whether financial statements of an equity
investee must be provided. The amendments also eliminate certain
supplemental financial schedules that were eliminated recently for
foreign issuers,\22\ as well as eliminate two additional schedules that
foreign and domestic issuers have been required to include in annual
reports and registration statements filed with the Commission.
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\19\The amendments regarding acquired foreign businesses adopted
today would also apply to issuers that file under Regulation S-B.
\20\See Securities Act Release No. 7026 (November 3, 1993) (58
FR 60304) regarding the age of financial statements for foreign
private issuers.
\21\See Securities Act Release No. 7053 (April 19, 1994) (59 FR
21644) regarding the modification of the reconciliation requirements
for foreign equity investees and foreign acquired businesses.
\22\Id.
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The amendments adopted today were proposed by the Commission on
April 19, 1994.\23\ Comment letters received from registrants,
accounting firms, and related professional membership associations
generally supported the proposals and frequently commented that the
schedules were generally redundant to information already required in
the financial statements and that the costs of preparing the schedules
therefore outweighed the benefit. Comments by financial analysts were
critical of the proposed amendments, expressing a general concern about
a perceived relaxation of disclosure requirements.\24\ The Commission
believes concerns regarding the revised requirements do not consider
fully the offsetting effects of other disclosure requirements that must
be met by reporting companies. The amendments are being adopted
substantially as proposed because the Commission believes they will
result in reduced costs of registration and reporting by public
companies without loss of material basic disclosure for the protection
of investors.
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\23\See Securities Act Release No. 7055 (April 19, 1994) (59 FR
21814) (the ``Proposing Release'').
\24\Forty-one comment letters on the Proposing Release were
received. Those letters and a summary of comments are available for
public inspection and copying in File No. S7-12-94 at the
Commission's Public Reference Room in Washington, DC.
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II. Financial Statements of Significant Business Acquisitions and
Equity Investees
The changes to Regulation S-X and Form 20-F adopted today revise
the tests of significance which determine whether financial statements
of an equity investee must be provided, and modify the requirements for
reconciliation to U.S. GAAP of the financial statements of the
significant foreign business acquisitions and foreign investees of
domestic registrants.
A. Tests of Significance of Equity Investees
Separate audited financial statements of a company accounted for by
the registrants using the equity method of accounting (an ``equity
investee'') must be provided if the investee is ``significant'' as
measured pursuant to Rule 3-09 of Regulation S-X. The amendments
adopted today eliminate one of the three tests of significance made
pursuant to that rule. Pursuant to the adopted rule, significance of an
investee is measured by comparison of the registrant's proportionate
share of the investee's pretax income to that of the registrant and of
the registrant's investment in the investee to the registrant's total
assets. The determination of significance will no longer require
comparison of the investee's total assets to the total assets of the
registrant.
While generally favored by commenters, several financial analysts
observed that the two tests retained under the adopted rule may lead to
the omission of financial statements of highly leveraged investees
because the registrant's investment and proportion of earnings will be
minimized as a result of the investee's debt. However, exclusion of
separate audited financial statements appears reasonable given that the
unfavorable financial impact of the investee is generally limited to
the registrant's investment in that entity; losses in excess of that
investment generally are not recognized under GAAP. To the extent that
a registrant has guaranteed an investee's debt or is otherwise
committed to fund its operations, the registrant must continue to
recognize losses of the investee,\25\ and such losses would continue to
be considered in one prong of the two-pronged test for significance. If
there are other material consequences of a registrant's investment in a
highly leveraged investee, the Commission believes discussion of these
will be elicited by Item 303 of Regulation S-K, ``Management's
Discussion and Analysis.''\26\ In addition, summarized financial
information, pursuant to Rule 4-08(g) of Regulation S-X,\27\ that would
be required to be provided in a note to the financial statements if the
significance of the investees individually or in aggregate exceeds the
10% level under any of the three tests, would generally provide
sufficient information in these or similar circumstances.
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\25\Accounting Principles Board Opinion No. 18, ``The Equity
Method of Accounting for Investments in Common Stock.''
\26\17 CFR 229.303.
\27\17 CFR 210.4-08(g).
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B. Reconciliation of Financial Statements of Significant Foreign Equity
Investees and Foreign Acquirees
The amendments adopted today permit domestic issuers to furnish
financial statements of significant foreign business acquisitions and
foreign equity investees on substantially the same basis as may foreign
private issuers. That is, the financial statements of foreign
acquirees, furnished pursuant to Rule 3-05 of Regulation S-X as
amended,\28\ or investees, furnished pursuant to Rule 3-09 of
Regulation S-X as amended, in periodic reports or registrations
statements of domestic issuers need only comply with Item 17 of Form
20-F. Although some commenters questioned whether the cost of
compliance with existing requirements justified the accommodation, most
commenters cited the significant compliance costs incurred under the
prior rule and strongly favored the proposal.
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\28\17 CFR 210.3-05.
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Pursuant to Item 17, the financial statements may be prepared on a
comprehensive basis other than U.S. GAAP. Quantitative reconciliation
of net income and material balance sheet items is required, but the
additional information specified by U.S. GAAP for disclosure in notes
to financial statements is not necessary. However, no reconciliation is
required at all if the foreign business does not exceed the 30% level
under the tests of significance which call for the inclusion of its
financial statements of a significant business acquisition\29\ or
significant investee.\30\
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\29\Consistent with the recently adopted amendments for foreign
private issuers (See Securities Act Release No. 7053 (April 19,
1994)), reconciliation to U.S. GAAP would continue to be required
for pro forma financial information depicting the effects of a
registrant's acquisition of a foreign business.
\30\In circumstances where a registrant furnishes separate
financial statements of an equity investee pursuant to Rule 3-09 of
Regulation S-X, the staff has not required the registrant to also
furnish summarized financial data of the investee pursuant to Rule
4-08(g) of Regulation S-X. (See Staff Accounting Bulletin No. 44,
Topic 6:K (March 3, 1983) (47 FR 10789). However, consistent with
the recently adopted amendments for foreign private issuers (See
Securities Act Release No. 7053 (April 19, 1994)), a domestic
registrant that furnishes separate financial statements of a foreign
investee that are not reconciled pursuant to the proposed rule
should furnish the summarized financial data pursuant to Rule 4-
08(g) in accordance with U.S. GAAP in its primary financial
statements.
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The adopted rules are applicable to a foreign business, as defined.
Several commenters recommended that the definition be identical to the
definition of a foreign private issuer, but it is adopted as
proposed.\31\ The adopted definition of a foreign business varies from
the definition of a foreign private issuer because the relief available
under the rule is intended to be applicable to a branch or other
component of an entity, rather than only to a legally recognized
business entity. Also, the rule is not intended to be applicable to a
business that is incorporated outside the U.S. but that is, prior to
the registrant's investment, majority owned by one or more U.S.
shareholders, because such an entity can be expected to maintain its
books and records on a basis permitting reconciliation to U.S. GAAP
without unreasonable cost.\32\
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\31\If the acquired business or investee does not meet the
definition of a foreign business, the issuer can file financial
statements prepared in accordance with a basis of accounting other
than US GAAP provided a reconciliation to US GAAP under Item 18 of
Form 20-F is included regardless of the level of materiality. This
is consistent with current staff practice.
\32\Ownership is measured prior to the acquisition of the
business.
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C. Age of Financial Statements of Significant Foreign Equity Investees
or Foreign Acquirees
Under the amendments adopted today, the financial statements of
significant foreign equity investees and acquired foreign businesses
furnished in filings by domestic issuers can be updated on the same
time schedule as foreign private issuers.\33\ Registration statements
of foreign private issuers need not include audited financial
statements of the most recently completed fiscal year until six months
after the year-end; unaudited interim financial statements are required
only to the extent necessary to bring the most recent financial
statements included in the filing to a date within ten months of
effectiveness.\34\
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\33\If the acquired business or investee does not meet the
definition of a foreign business, financial statements would need to
be updated pursuant to Rule 3-12 of Regulation S-X.
\34\17 CFR 210.3-19.
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Although two commenters doubted that there was significant
additional cost or difficulty associated with updating foreign
investees and acquiree financial statements on the same basis as
domestic issuers, most commenters felt that financial reporting
practices outside the U.S. varied to such a degree as to present
significant obstacles to the preparation of separate financial
statements on as timely a basis as is required for U.S. companies.
III. Streamlining of Required Financial Statement Schedules
The amendments adopted today eliminate the following six schedules
that had previously been eliminated for foreign private issuers:
(1) Rule 12-02--Marketable Securities--Other Investments including
Schedule XIII
(2) Rule 12-03--Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees Other Than Related Parties
(3) Rule 12-05--Indebtedness of and to Related Parties--Not
Current.
(4) Rule 12-06--Property, Plant and Equipment
(5) Rule 12-07--Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
(6) Rule 12-08--Guarantees of Securities of Other Issuers
Two additional schedules previously required for both foreign and
domestic issuers also will be eliminated:
(1) Rule 12-10--Short-term Borrowings
(2) Rule 12-11--Supplementary Income Statement Information
A. Schedules Previously Eliminated From Foreign Issuer Filings
1. Marketable Securities--Other Investments
The rules adopted today eliminate this schedule. All of the issuers
and accountants supported elimination of this schedule, but several
financial analyst commenters did not favor elimination because they
believed that the schedule provided information facilitating
comparisons among companies whose accounting is affected by the
classification of investments as either current or noncurrent.
Elimination of this schedule was proposed because much of its
information is required to be disclosed in financial statements by
Statement of Financial Accounting Standards No. 115, ``Accounting for
Certain Investments in Debt and Equity Securities'' (``SFAS 115''),
issued in May 1993 by the Financial Accounting Standards Board
(``FASB'') and effective for fiscal years beginning after December 15,
1993. Under SFAS 115, the designation as current or noncurrent no
longer affects the carrying value of a security.
Some commenters favored retention of the schedule's requirement for
identification of securities of individual issuers exceeding 2% of the
registrant's total assets. The Commission believes retention of the
specific disclosure is unnecessary because other rules applicable to
filings by public companies should lead to appropriate disclosure if a
particular investment is material. Disclosures required by Item 303 of
Regulation S-K, ``Management's Discussion and Analysis,'' include
discussion of the material effects and uncertainties associated with
concentrations and risks in the investment portfolio.\35\ In addition,
Statement of Financial Accounting Standards No. 105, ``Disclosure of
Information about Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk,'' (``SFAS
105'') requires disclosure of all significant concentrations of credit
risk arising from an individual counterparty or groups of
counterparties that would be similarly affected by changes in economic
or other conditions.
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\35\See Securities Act Release No. 6835 (May 18, 1989).
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2. Amounts Receivable From Related Parties and Underwriters, Promoters
and Employees Other Than Related Parties and Indebtedness of and to
Related Parties
The Commission has eliminated these schedules as proposed. None of
the commenters cited the need to retain these schedules, as similar
information is required to be furnished pursuant to Statement of
Financial Accounting Standards No. 57, ``Related Party Transactions''
(``SFAS 57'') and Regulation S-K, Item 404 ``Certain Relationships and
Related Transactions.''
3. Property, Plant, and Equipment, and Accumulated Depreciation,
Depletion, and Amortization
Although comments from financial analysts were generally opposed to
elimination of these schedules, most commenters supported the proposal,
citing the cost of their preparation and audit, and their limited
usefulness. Financial analysts reported that they sometimes use the
schedules to estimate the age, relative age, and average depreciable
life of each class of a company's depreciable assets. Other commenters
agreed with observations in the proposing release that estimates based
on the schedules would not be reliable if the issuer has significant
foreign operations (due to the effects of currency translation on
depreciation expense), or if a depreciation method other than straight
line is used. The Commission believes that adequate quantitative
disclosure regarding property, plant and equipment is elicited by
Accounting Principle Board Opinion No. 12, (``Omnibus Opinion--1967''),
which requires disclosure of total depreciation expense for each period
and the balances of major classes of depreciable assets. Where the age
of capital assets may be indicative of increasing maintenance and
replacement budgets, the registrant would be expected to disclose the
material reasonably likely effects on operating trends, capital
expenditures and liquidity pursuant to Item 303 of Regulation S-K.
4. Guarantees of Securities of Other Issuers
The Commission has eliminated these schedules as proposed. None of
the commenters cited the need to retain this schedule, as similar
information is required to be disclosed by Statement of Financial
Accounting Standards No. 5, ``Accounting for Contingencies,'' (``SFAS
5'').
B. Additional Schedules Eliminated for Both Foreign and Domestic
Issuers
1. Short Term Borrowings
The adopted amendments eliminate this schedule. However, as
proposed, weighted average interest rate on borrowings outstanding as
of each of the dates for which balance sheets are presented will be
required to be disclosed in a note to the financial statements. In
addition, for investment companies, although the schedule requirement
has been eliminated, the information formerly required by Sec. 210.12-
10 will now be required to be provided in the body of the financial
statements or in the footnotes. While two of the financial analysts
indicated that the year end rates may not be indicative of the average
rate during the period, they did not address the computational problems
arising from foreign currency translation and other factors, as
discussed in the proposing release. A number of other commenters cited
those computational problems and indicated that the information
disclosed in the schedule frequently was not meaningful. The Commission
concluded that the costs of furnishing the information outweighs its
usefulness.
2. Supplementary Income Statement Information
The Commission has eliminated this schedule by today's amendments.
While the amounts of the items formerly referenced by this schedule
(maintenance and repairs; depreciation and amortization of the cost of
intangible assets, preoperating costs and similar deferred costs; taxes
other than payroll; royalties; and advertising costs) need not be
disclosed on an ongoing basis by registrants, discussion of
discretionary expenses and other items in the schedule, quantified to
the extent practicable, will be required in the company's Management's
Discussion and Analysis where necessary to explain material trends and
uncertainties that affected operating results, liquidity or financial
condition of the registrant, or that may be reasonably likely to affect
future results, liquidity or financial condition.\36\
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\36\See Financial Reporting Release 36.
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IV. Cost-Benefit Analysis
Several registrants provided quantified estimates of the cost
reductions which would vary from registrant to registrant. All of the
registrants and accounting firms that addressed the cost-benefit of the
amendments indicated that the cost of preparation and audit of the
schedules and other information that have been eliminated today
exceeded their benefit. Several financial analysts indicated that they
thought that the actual costs of providing this information is small,
and that the benefits exceeded such costs. They suggested that the
reduced disclosures could lead to an increase in the costs of capital
due to an increase in investor uncertainty.
For reasons discussed above, the Commission believes that the
adoption of these rules will reduce the regulatory burden and costs of
the vast majority of the registrants without a loss of information that
is necessary for investor protection.
V. Availability of Final Regulatory Flexibility Analysis
A Final Regulatory Flexibility Analysis in accordance with the
Regulatory Flexibility Act has been prepared with respect to the final
amendments. A summary of a corresponding Initial Regulatory Flexibility
Analysis was included in the Proposing Release. Members of the public
who wish to obtain a copy of the Final Regulatory Flexibility Analysis
should contact Wayne E. Carnall, Deputy Chief Accountant, Division of
Corporation Finance, Securities and Exchange Commission, Mail Stop 3-
13, 450 5th Street, N.W., Washington, D.C. 20549, (202) 942-2960.
VI. Statutory Basis for Rules
The Commission's rules and forms are amended pursuant to section 19
of the Securities Act of 1933 and sections 3(b), 4A, 12, 13, 14, 15,
16, and 23 of the Securities Exchange Act of 1934.
VII. Effective Date
The final rule and amendments to the Commission's rules and forms
shall be effective immediately upon publication in the Federal
Register, in accordance with the Administrative Procedure Act, which
allows effectiveness in less than 30 days after publications for, inter
alia, ``a substantive rule which grants or recognizes an exemption or
relieves a restriction.'' 5 U.S.C. 553(d)(1).
List of Subjects in 17 CFR Parts 210, 229, and 249
Accounting, Reporting and recordkeeping requirements, Securities.
Text of Amendments
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975
1. The authority citation for Part 210 is continued to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77aa(25),
77aa(26), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79e(b), 79j(a),
79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a-30, 80a-37a, unless
otherwise noted.
2. By amending Sec. 210.1-02 by redesignating paragraphs (l)
through (aa) as paragraphs (m) through (bb), and adding paragraph (l)
to read as follows:
Sec. 210.1-02 Definitions of terms used in Regulations S-X (17 CFR
210).
(l) Foreign business. A business that is majority owned by persons
who are not citizens or residents of the United States and is not
organized under the laws of the United States or any state thereof, and
either:
(1) More than 50 percent of its assets are located outside the
United States; or
(2) The majority of its executive officers and directors are not
United States citizens or residents
* * * * *
3. By amending Sec. 210.3-05 by revising the last sentence of the
introductory text of paragraph (b)(1) and adding paragraph (c) to read
as follows:
Sec. 210.3-05 Financial statements of businesses as acquired or to be
acquired.
* * * * *
(b) Periods to be presented. (1) * * * The periods for which such
financial statements are to be filed shall be determined using the
conditions specified in the definition of significant subsidiary in
Sec. 210.1-02(w) as follows:
* * * * *
(c) Financial statements of foreign business. If the business
acquired or to be acquired is a foreign business, financial statements
of the business meeting the requirements of Item 17 of Form 20-F
(Sec. 249.220f of this chapter) will satisfy this section.
4. By amending Sec. 210.3-09 by revising the last sentence of
paragraph (a), revising the last two sentences of paragraph (b) and
adding paragraph (d) to read as follows:
Sec. 210.3-09 Separate financial statements of subsidiaries not
consolidated and 50 percent or less owned persons.
(a) * * * Similarly, if either the first or third condition set
forth in Sec. 210.1-02(w), substituting 20 percent for 10 percent, is
met by a 50 percent or less owned person accounted for by the equity
method either by the registrant or a subsidiary of the registrant,
separate financial statements of such 50 percent or less owned person
shall be filed.
(b) * * * However, these separate financial statements are required
to be audited only for those fiscal years in which either the first or
third condition set forth in Sec. 210.1-02(w), substituting 20 percent
for 10 percent, is met. For purposes of a filing on Form 10-K
(Sec. 249.310 of this chapter), if the fiscal year of any 50 percent or
less owned person ends within 90 days before the date of the filing, or
if the fiscal year ends after the date of the filing, the required
financial statements may be filed as an amendment to the report within
90 days, or within six months if the 50 percent or less owned person is
a foreign business, after the end of such subsidiary's or person's
fiscal year.
(c) * * *
(d) If the 50 percent or less owned person is a foreign business,
financial statements of the business meeting the requirements of Item
17 of Form 20-F (Sec. 249.220f of this chapter) will satisfy this
section.
5. By amending Sec. 210.3-12 by adding a second sentence to
paragraph (f) to read as follows:
Sec. 210.3-12 Age of financial statements at effective date of
registration statement or at mailing date of proxy statement.
* * * * *
(f) * * * Financial statements of a foreign business which are
furnished pursuant to Secs. 210.3-05 or 210.3-09 because it is an
acquired business or a 50 percent or less owned person may be of the
age specified in Sec. 210.3-19.
6. By amending Sec. 210.4-08 by revising paragraph (g) to read as
follows:
Sec. 210.4-08 General notes to financial statements.
* * * * *
(g) Summarized financial information of subsidiaries not
consolidated and 50 percent or less owned persons. (1) The summarized
information as to assets, liabilities and results of operations as
detailed in Sec. 210.1-02(bb) shall be presented in notes to the
financial statements on an individual or group basis for:
(i) Subsidiaries not consolidated; or
(ii) For 50 percent or less owned persons accounted for by the
equity method by the registrant or by a subsidiary of the registrant,
if the criteria in Sec. 210.1-02(w) for a significant subsidiary are
met:
(A) Individually by any subsidiary not consolidated or any 50% or
less owned person; or
(B) On an aggregated basis by any combination of such subsidiaries
and persons.
(2) Summarized financial information shall be presented insofar as
is practicable as of the same dates and for the same periods as the
audited consolidated financial statements provided and shall include
the disclosures prescribed by Sec. 210.1-02(bb). Summarized information
of subsidiaries not consolidated shall not be combined for disclosure
purposes with the summarized information of 50 percent or less owned
persons.
* * * * *
7. By amending Sec. 210.5-02 by adding a sentence following the
first sentence to paragraph 19.(b) to read as follows:
Sec. 210.5-02 Balance sheets.
* * * * *
19. Accounts and notes payable * * *
(b) * * * The weighted average interest rate on short term
borrowings outstanding as of the date of each balance sheet presented
shall be furnished in a note. * * *
* * * * *
8. By amending Sec. 210.5-04: Revise paragraph (a); remove Schedule
I, Schedule II, Schedule IV, Schedule V, Schedule VI, Schedule VII,
Schedule IX, Schedule X, and Schedule XIII of paragraph (c) and
redesignate the remaining schedules in paragraph (c) to read as
follows: Schedule III as Schedule I, Schedule VIII as Schedule II,
Schedule XI as Schedule III, Schedule XII as Schedule IV, and Schedule
XIV as Schedule V.
Sec. 219.5-04 What Schedules are to be filed.
(a) Except as expressly provided otherwise in the applicable form:
(1) The schedules specified below in this Section as Schedules II
and III shall be filed as of the date of the most recent audited
balanced sheet for each person or group.
(2) Schedule II shall be filed for each period for which an audited
income statement is required to be filed for each person or group.
(3) Schedules I and IV shall be filed as of the date and for
periods specified in the schedule.
* * * * *
9. By amending Sec. 210.6-07 by adding the following sentence to
paragraph 3. to read as follows:
Sec. 210.6-07 Statements of operations.
* * * * *
3. Interest and amortization of debt discount and expense. Provide
in the body of the statements or in the footnotes, the average dollar
amount of borrowings and the average interest rate.
Sec. 210.6-10 [Amended]
10. By amending Sec. 210.6-10 by: Removing Schedule IV and Schedule
VII from paragraph (c) and redesignating the remaining schedules in
paragraph (c) as follows: Schedule V as Schedule IV and Schedule VI as
Schedule V; remove Schedule VI, Schedule VII, Schedule VIII, Schedule
IX, and Schedule X in paragraph (e)(2) and redesignate Schedule XI as
Schedule VI and Schedule XII as Schedule VII.
11. By amending Sec. 210.7-05 by: Revising paragraph (a), removing
Schedule II, Schedule IV, Schedule VII, and Schedule IX of paragraph
(c) and redesignating the remaining schedules in paragraph (c) as
follows: Schedule III as Schedule II, Schedule V as Schedule III,
Schedule VI as Schedule IV, Schedule VIII as Schedule V, and Schedule X
as Schedule VI.
Sec. 210.7-05 What Schedules are to be filed.
(a) Except as expressly provided otherwise in the applicable form:
(1) The schedule specified below in this section as Schedules I
shall be as of the date of the most recent audited balance sheet for
each person or group.
(2) The schedules specified below in this section as Schedule IV
and V shall be filed for each period for which an audited income
statement is required to be filed for each person or group.
(3) Schedules II, III and V shall be filed as of the date and for
periods specified in the schedule.
* * * * *
Sec. 210.9-07 [Removed and Reserved]
12. By removing and reserving Sec. 210.9-07.
13. By revising Sec. 210.12-01 to read as follows:
Sec. 210.12-01 Application of Secs. 210.12-01 to 210.12-29.
These sections prescribe the form and content of the schedules
required by Secs. 210.5-04, 210.6-10, 210.6A-05, and 210.7-05.
Secs. 210.12-02, 210.12-03, 210.12-05, 210.12-06, 210.12-07, 210.12-08,
210.12-10, and 210.12-11 [Removed and Reserved]
14. By removing and reserving Secs. 210.12-02, 210.12-03, 210.12-
05, 210.12-06, 210.12-07, 210.12-08, 210.12-10, and 210.12-11.
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
15. The authority citation for Part 229 continues to read in part
as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
16. By revising instructions 2.C and 3.C of the Instructions to
Paragraph (b) of Sec. 229.404 to read as follows:
Sec. 229.404 (Item 404) Certain relationships and related
transactions.
Instructions to Paragraph (b) of Item 404
* * * * *
2. * * *
C. Payments made or received by subsidiaries other than significant
subsidiaries as defined in Rule 1-02(w) of Regulation S-X [Sec. 210.1-
02(w) of this chapter], provided that all such subsidiaries making or
receiving payments, when considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary as defined in
Rule 1-02(w).
3. * * *
C. Indebtedness incurred by subsidiaries other than significant
subsidiaries as defined in Rule 1-02(w) of Regulation S-X [Sec. 210.1-
02(w) of this chapter], provided that all such subsidiaries incurring
indebtedness, when considered in the aggregate as a single subsidiary,
would not constitute a significant subsidiary as defined in Rule 1-
02(w).
* * * * *
17. By revising the second sentence in paragraph (b)(21)(ii) of
Sec. 229.601 to read as follows:
Sec. 229.601 (Item 601) Exhibits.
* * * * *
(b) * * *
(21) Subsidiaries of the registrant.
(i) * * *
(ii) * * * (See the definition of ``significant subsidiary'' in
Rule 1-02(w) (17 CFR 210.1-02(w)) of Regulation S-X.) * * *
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
18. The authority citation for Part 249 continues to read in part
as follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
Sec. 249.220f [Amended]
19. amending Form 20-F (referenced in Sec. 249.220f) by revising
paragraph (a) to Item 17 and paragraph (a) to item 18 to read as
follows:
Note: The text of Form 20-F is not and the amendments will not
appear in the Code of Federal Regulations.
Form 20-F
* * * * *
Item 17. Financial Statements
(a) The registrant shall furnish financial statements for the
same fiscal years and accountants' certificates that would be
required to be furnished if the registration statement were on Form
10 or the annual report on Form 10-K. Schedules designated by
Secs. 210.12-04, 210.12-09, 210.12-15, 210.12-16, 210.12-17, 210.12-
18, 210.12-28, and 210.12-29 of this chapter shall be furnished if
applicable to the registrant.
* * * * *
Item 18. Financial Statements
(a) The registrant shall furnish financial statements for the
same fiscal years and accountants' certificates that would be
required to be furnished if the registration statement were on Form
10 or the annual report on Form 10-K. Schedules designated by
Secs. 210.12-04, 210.12-09, 210.12-15, 210.12-16, 210.12-17, 210.12-
18, 210.12-28, and 210.12-29 of this chapter shall be furnished if
applicable to the registrant.
* * * * *
By the Commission.
Dated: December 13, 1994.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-31036 Filed 12-19-94; 8:45 am]
BILLING CODE 8010-01-P