Inclosure 1 To Be Used in Reporting Commercial and Industrial Companies.
1. Each of the reporting companies will submit a separate report for itself and for each of itssubsidiaries on financial and other allied matters as more fully described in the following paragraphs.
2. For the prupose of this directive, a subsidiary is defined as any corporation, partnership, or association for the purpose of doing business in which the reporting company is directly or indirectly the owner, of, or enjoys other beneficial interest in 10% or more of any one class of stock or indebtedness outstanding, or exercises control to the extent of 10% or more ever voting controlling operations or policy.
3. a. All reports will be prepared in English according to the principles and in the form of the best accounting practice current in the United States.
b. Roports will be typewritten on white paper eight (8) by eleven (11) inches. If that size is not available, paper used will be uniform.
c. Text will be single spaced, while double spacing will be used for financial statements, schedules, tabulations, lists, rosters, and other such matters.
d. Five copies of each report will be submitted.
e. In the upper right hand comer of each page, one-eighth (1/8) inch from the top of the page, will be typed the abbreviated name of the company and the number of the section of the report.
4. Each report submitted will be for the reporting company only. It will not be consolidated to include both the company and its subsidiaries and affiliates.
5. Reports will be compiled on the basis of the calender year, excepting that if any company’s books or records are kept on a fiscal year basis, the fiscal year corresponding most closely may be substituted. In all cases, however, the same basis will be used for all periods under review in any one report. Furthermore, the reports of parent companies and of their subsidiaries will be submitted on the same basis, unless the books of such companies are ordinary kept on a different basis.
6. The report will be devided into sections, each section to correspond in numbering and in content with the following subparagraphs.
a. Section 1. EARNINGS.
A record of earnings for each of the years 1935 through 1944, both years inclusive. Such statement will show sales, cost of sales, charge for depreciation and depletion, income from investments, taxes paid, dividends paid, and surplus earnings transferred to surplus.
b. Section 2. BALANCE SHEET.
A balance sheet as at the close of each of the years 1935 through 1944, both years inclusive. Such statements will show plant and property gross and net of reserves for depreciation and depletion, investments, patents and processes if carried separately, and itemization of current assets to show cash, bank deposits, receivables, and inventories. The basis on which inventories are calculated will be noted. Capital liabilities will be shown in detail, current liabilities will be broken down as to type, such as bank loans payable, accountsdue, and so forth.
c. Section 3. CAPITALIZATION.
(1) A tabulation as at the close of 1944 of the authorized, issued, and outstanding amounts of each classof capital stock, voting trust certificates, or other evidences of equity in assets or earnings; and of each class of bond, debenture, or other evidence of indebtedness excepting only those included in current liabilities.
(2) A tabulation by years for the period 1935 to 1944, both years inclusive, of all changes in capitalization, the number of shares of face value of capital stock or indebtednessissued or retired, the proceeds of issue or cost of retirement, and the purpose of the sale or retirement.
(3) A complete description of each class of security listed in subparagraphs (1) and (2) above, including the rights and privileges of each class of security, particularly the voting rights, participation in profits, and preferences as to assets and earnings.
d. Section 4. CONTROL.
(1) A list of all holdersof record at the close of 1944 who held 500 shares or ¥ 100,000 or more of any class of the company's securities. Such list will include the number of shares or the face amount held.
(2) A list by years of all holders of 1% or more of any one class of stock or indebtedness in such cases as additions or subtractionsfrom the holdings occurred during the course of the year, together with the extent of the change.
(3) A list by years, to be compiled at the close of each year from 1935 to 1944, both years inclusive, of foreign nationals having any ownership of or interest in the capital stock or indebtednessof the company. Reference may be made to reports previously made on this subject, and copies of such reports attached.
(4) Lists called for in subparagraphs (1), (2) and (3) may be prepared by company’s registrar, transfer agent, or other fiscal agent acting in those capacities, but the reporting company will not thereby be relieved of responsibility for the accuracy of the lists.
e. Section 5. REAL ESTATE, PLANT & EQUIPMENT.
(1) A schedule of all installations or groupsof installations, each amounting to ¥ 200,000 or more in gross value before charges for depreciation and depletion and located as a geographical unit, such schedule to be prepared as of the close of 1944.
(2) A brief description of each of the foregoing properties. Detailed and itemized descriptions of plant and equipment are not desired.
(3) The location of each installation, with particular references to location outside of the home islandsof Japan.
(4) A list of products and capabilities for each installation with particular reference to itemes described in paragraphs 4 and 5, Directive Number 3, dated 22, September 1945. Reference may be made to inventory submitted in accordance with paragraph 6 of aforementioned directive, and a copy of same attached.
(5) Note of damage to plant or equipment due to bombing, fire, or other causes incidental to the recent war in such cases as the value of plant or property, or the capacity to produce has been affected to the extent of 10% or more.
(6) A list by years for each year from 1935 through 1944, both years inclusive, of all additions to installationsor groupsof installations described in subparagraph 6. e. (1) above, or deductions therefrom, in such cases as the addition or subtraction for the year amounted to ¥100,000 or greater. Decreases in plant and property due to charges for depreciation and depletion as shown in Earnings, are specifically excluded.
f. Section 6. INVESTMENTS.
(1) A list at the close of each year, 1935 through 1944, both years inclusive, showing the amounts held of all stocks, voting trust certificates, equities in ownership, or other evidences of participation in earnings or profits, and of all bonds, debentures, notes, and other evidences of indebtedness excluding only those which are included among Receivable in Current Assets.
(2) A complete description of each investment listed, including voting rights, profit participation, and the percentage of the investment to the total outstanding securities of that class by the issuing company.
(3) The cost, book value, and date of acquisition of the investment to the holding company.
(4) Notation on each investment of any agreement between holding company and issuing company for management, or any sales or cartel agreements or any other arrangements or agreements other than purchases and sales in the normal course of current business. Copies of any such agreements will be attached.
(5) A list for each year, for the years 1935 through 1944, both years inclusive, of all investments purchased or otherwise acquired, the cost thereof, and the reason for purchase. A similar list for each of the same years of all securities or other investments sold or otherwise disposed of, together with the proceeds thereof, and the reason for sale.
g. Section 7. CURRENT ASSETS.
(1) A schedule as at the close of each year 1935 through 1944 of all bank deposits, together with the bank of deposit and the rate of interest paid, in every case where the deposit amounts to 3% or more of the company’s cash funds and deposits at the year end.
(2) A schedule as at the close of each year 1935 through 1944 of all accounts receivable, together with a description thereof, including the rate of interest, due date, and date item was incurred, in every case where the receivables amounts to 3% or more of the reporting company's receivables at the year end.
h. Section 8. CURRENT LIABILITIES.
(1) A schedule as at the close of each year 1935 through 1944 of all accounts, bills, or notes payable, and all other evidences of indebtedness other than those included among capital liabilities, together with a description thereof, the interest rate paid, the date due, and the date incurred, this schedule to include all payables in every case where the amount of same totaled 3% or more of the reporting company’s payables at the year end.
i. Section 9. SALES.
(1) A list by years of customers and the total sales made to such customers for the year where such sales were 3% or greater of the reporting company’s total sales for the same year, this list to cover the years 1935 through 1944.
(2) Notation on the foregoing list of prsons listed in Investments, Section 6, or in Management Agreements, Section 11.
j. Section 10. COST OF SALES.
(1) A list for each of the years 1935 through 1944 of vendors and the total purchases made from such vendors in such cases as those purchases were 3% or more of the reporting company’s purchases of material for the same year.
(2) Notation on the foregoing list of persons listed in Investments Section 6, or in Management Agreements, Section 11.
k. Section 11. MANAGEMENT FEES.
A schedule for each of the years 1935 through 1944 of all fees or other compensation paid or received for the management of this or other properties, for research and development, for manufacture and sale under license of any nature, for the granting of financial assistance, for agreements to provide loans or capital—in short, fees of any nature whatsoever, excluding only wages and salaries, and fees for legal work, auditing or accounting made in the ordinary course of business.
l. Section 12. PUBLIC STATEMENTS.
(1) A copy of all reports made to shareholders during the years 1935 through 1944, whether or not formal annual reports, including balance sheets, statements of earnings, addresses by the president, chairman of the board, or other official of the company, or other matters published for the information of stockholders.
(2) A copy of the articles of incorporation together with any amendments thereto.
7. If reporting company cannot comply with any of the terms of this directive or the attached annex, a report of non compliance will be submitted together with the reasons therefor. Reference will be made in such report to the corresponding paragraph in this letter of instructions.
8. Inasmuch as time is of the essence each section of this report will be submitted separately promptly after completion.
Inclosure No. 2. To be used in Reporting Banks or other Financial Institutions.
1. Each banking institution will submit a report providing the information as detailed below. Where certain banks have in the course of the past ten years absorbed other banking firms, a separate report will be submitted for each bank so absorbed from the initial date until the date of absorption by the parent institution.
2. Each banking institution will submit a report for each of its subsidiary or dependent bank. A subsidiary or dependent bank is considered for the purposes of this report to be one in which the reporting institution is directly or indirectly the owner of, or enjoys other beneficial interest in 10% or more of the paid up capital or exercises control to the extent of 10% or more over voting controlling operations or policy.
3. a. All reports will be prepared in English according to the principles and in the form of the best accounting practice current in the United States.
b. Reports will be typewritten on white paper eight by ten and one half inches; if that size is not available, paper used will be approximately that size, but in any case all pages of any one report will be uniform.
c. Text will be single spaces, while double spacing will be used for financial statements, schedules, tabulations, lists.
d. Five copies of all reports will be submitted.
e. In the upper right hand corner of each page one eighth (1/8) inch from the top of the page, will be typed the abbreviated name of the bank and the number of the section of the report.
4. Reports will be compiled on the basis of the calender year, excepting if the bank’s books or records are kept on a fiscal year basis, the fiscal year corresponding most closely may be substituted. In all cases the same basis will be used throughout.
5. The report will be divided into sections, each sections to correspond in numbering and content with the following sub-paragraphs.
a. Section 1. EARNINGS.
A record of earnings for each year, 1935 through 1944, each year inclusive, such record will show income, taxes paid, dividends paid and surplus earnings transferred to surplus.
b. Section 2. BALANCE SHEET.
(1) A balance sheet as at the close of each year, 1935 through 1944, both years inclusive, and for 30 September 1945. Such balance sheet will show detailed breakdown of assets and liabilities, including loan accounts, collateral on loans, bills discounted, accounts due from foreign correspondents and due to foreign correspondents, acceptances and guarantees, securities and an intemized list of deposit accountsshowing the following:
Current Accounts
Special Current Accounts
Deposits at notice
Fixed Deposits
Savings Deposits
Trust Accounts
Restricted Deposits
Special Accounts (Tax accounts, insurance accounts, etc.)
(2) An attached list showing all loans amounting to more than ¥ 100,000 each, made since 1935 and the name of the individual or firm to whom loan was made and date of repayment or other disposition.
(3) A loans classification sheet showing as of 30 Sept. 1945 loans secured by government bonds, other bonds and debentures, stocks commodities real estate mortgages, guarantees, assets of business firms and unsecured loans.
c. Section 3. CAPITALIZATION.
(1) A tabulation as at the close of 1944 or the close of the nearest fiscal year of the authorized, issued and outstanding amount of each class of capital stock, voting trust certificates or other evidences of equity in assets or earnings; and of each class of bond, debenture, or other evidence of indebtedness excepting only those inclosed in current liabilities.
(2) A tabulation by years for the period 1935 to 1944, both years inclusive, of all changes in capitalization, the number of shares or face value of capital stock as indebtedness issued or retired, the proceeds of issue or cost of retirement and the purpose of the sale of retirement.
(3) A complete description of each class of security listed in subparagraph (1) and (2) above, including the rights and privileges of each class of security, particularly the voting rights, participation in profits, and preference as to assets or earnings.
d. Section 4. CONTROL.
(1) A list of all holders of record at the close of 1944, or the close of the nearest fiscal year who held 500 shares or ¥100,000 or more of any class of the company’s securities. Such list will include the number of shares or the face amount held.
(2) A list by years from 1935 to 1944 of all holders of 1% or more of any one class of stock or indebtedness in such cases as additions or subtractions from the holding occurred during the course of the year, together with the extent of the change.
(3) A list by years, to be compiled at the close of each year from 1935 to 1944, both years inclusive, of foreign nationals having any ownership of or interest in the capital stock or indebtedness of the company. Reference may be made to reports previously made on this subject, and copies of such reports attached.
e. Section 5. BRANCH INSTITUTIONS.
(1) A schedule of all branch offices or agencies of the parent institution in Japan located by city and prefecture, with total deposits of each for the years 1935 to 1944, both years inclusive.
(2) A schedule of all branch offices or agencies outside Japan, located by city and country with brief statement of main business handled by each such foreign branch and balance sheet for each as at the close of business for such institution. A statement as to location of assets held by foreign branches as at the close of business of such branches.
f. Section 6. INVESTMENTS.
(1) A list at the close of each year 1935 to 1944, both years inclusive, showing the amounts held of all stocks, voting trust certificates equities in ownership or other evidences of participation in earnings or profits; and of all bonds, debentures, notes and other evidences of indebtedness.
(2) A complete description of each investment listed, including voting rights, profit participation and the percentage of the investment to the total outstanding securities of that class by the issuing company.
(3) The cost, book value and date of acquisition of the investment to the bank.
(4) Notation on each investment of any agreement between bank and issuing company for management or any other agreements. Copies of such agreements will be attached.
(5) A list for each year, for the years 1935 to 1944, both years inclusive, of all investments purchased or otherwise acquired, the cost thereof and the reason for purchase. A similar list for each of the same years of securities or other investments sold or otherwise disposed of, together with the proceeds thereof and the reasons for the sale.
g. Section 7. PUBLIC STATEMENTS.
(1) A copy of all reports made to shareholders during the years 1935 through 1944, both years inclusive, whether or hot formal annual reports, including balance sheets, statements of earnings, addresses by the president, chairman of the board or other officials of the company, or other matters published for information of the stockholders or depositors.
(2) A copy of the articles of incorporation together with any amendments thereto.
(3) A complete list of major officers of the bank as of 30 September 1945 and a statement as to method of payment of officials and employees, including scale of bonuses, method of hiring, advancement and retirement.
6. If reporting company cannot comply with any of the terms of this directive, a report of noncompliance will be submitted together with the reasons. Reference will be made in such report to the corresponding paragraph in this letter of instructions.
7. Each section of this report will be submitted separately, promptly upon completion.