Release No. 33-5735

August 31, 1976

INTERPRETATIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER

Guides for Statistical Disclosure by Bank Holding Companies

The Commission today authorized the publication of Guides 61 and 3, "Statistical Disclosure by Bank Holding Companies," of the Guides for the Preparation and Filing of Registration Statements under the Securities Act of 1933 15 U.S.C. 77a et seq., as amended by Pub. L. No. 94-29 (June 4, 1975) and of the Guides for the Preparation and Filing of Reports and Proxy and Registration Statements under the Securities Exchange Act of 1934 15 U.S.C. 78a et seq., as amended by Pub. L. No. 94-29 (June 4, 1975), respectively. The proposed Guides were published for comment on October 1, 1975 (Securities Act Release No. 5622 and Securities Exchange Act Release No. 11697) (40 FR 48526, October 16, 1975). The Guides are not Commission rules nor do they bear the Commissions official approval; they represent policies and practices followed by the Commissions Division of Corporation Finance in administering the disclosure requirements of the federal securities laws.

Since Guides 61 and 3 have been revised to reflect public comments on the earlier proposals, the Commission does not believe that it is necessary to solicit additional comments. However, the experiences of registrants and users of the information provided pursuant to the Guides will be monitored to determine, by June 30, 1978, whether the disclosures sought by the Guides are necessary and appropriate in the public interest and for the protection of investors. Pursuant to this monitoring program, the staff will survey and interview potential users of the information including investors, analysts and academicians in order to assess the benefits derived from disclosures provided pursuant to the Guides. The staff also will survey registrants in order to determine what additional burdens and expenses, if any, are incurred in complying with the Guides. In this connection, the Commission specifically invites public comments on the need for further revisions to the Guides.

A. General Statement

These Guides are intended to provide registrants with a convenient reference to the statistical disclosures sought by the staff of the Division of Corporation Finance in registration statements and other disclosure documents filed by bank holding companies.

As the operations of bank holding companies have diversified it has become increasingly difficult for investors to identify the sources of income of such companies. And, since various sources of income can have a wide range of risk characteristics, investors may have difficulty assessing the future earnings potential of a bank holding company without detailed information concerning the companys sources of income and exposure to risks.

In the preparation of the Guides, the staff has been mindful of the investors need to assess uncertainties, the need for disclosure with respect to changes in risk characteristics, and specifically the need for substantial and specific disclosure of changes in risk characteristics of loan portfolios. See Accounting Series Release No. 166 (December 24, 1974) (40 FR 2678, January, 15, 1975). Accordingly, the Guides call for more meaningful disclosure about loan portfolios and related items in filings by bank holding companies. In addition, many of the disclosures suggested by the Guides are intended to provide information to facilitate analysis and comparison of sources of income and exposure to risks. This information also will assist investors to evaluate the potential impact of future economic events upon a registrants business and earnings and to assess the ability of a bank holding company to move into or out of situations with favorable or unfavorable risk/return characteristics.

As these Guides were being prepared, the Commissions staff consulted extensively with representatives of the Board of Governors of the Federal Reserve System, the Comptroller of the Currency and the Federal Deposit Insurance Corporation, through the Interagency Bank Disclosure Coordinating Group, and received substantial assistance, particularly in understanding the operations and activities of banks.

B. Comments

Comments on the proposed Guides were received from 115 interested parties, and changes have been made to reflect a number of suggestions made by the commentators.

One frequent comment was that the information called for by the Guides should be conformed to that required in reports to the federal bank regulatory agencies. This has been done to the fullest extent possible, consistent with the public interest and the protection of investors. Of course, the information called for by the Guides serves different purposes and necessarily differs in some respects from the information required by the bank regulatory agencies. Nevertheless, the staff will be flexible and generally will accept data in a format which conforms with reports to the bank regulatory agencies if management believes that such information is representative of the business activities of the registrant and the risks associated with such business.

Many commentators stated that the historical information for a registrants last five fiscal years called for by several sections of the Guides would be extremely difficult to obtain in some cases, especially where detailed breakdowns of certain assets or reserves are requested. As the Division stated in the release accompanying the proposed Guides, and as is reiterated in the Guides published today, historical information need not be provided if it is not presently available and cannot be compiled without unwarranted or undue burden or expense. If possible, reasonably comparable data should be furnished instead.

The Division recognizes that some of the information called for by the Guides, which are prospective in nature, will not be currently available. Accordingly, registrants are urged to begin to develop data for inclusion in future filings. Where, for some special reason, certain requested information will not be available with respect to periods to be covered in future filings subject to the Guides, this should be brought to the staffs attention.

Similarly, with respect to those sections of the Guides which request information on a daily average basis, certain commentators stated that some bank holding companies may not have such information, or the capacity to generate such information, without undue burden or expense. Accordingly, the Guides provide that when the collection of data on a daily average basis would involve undue burden or expense, weekly or month-end averages may be used, provided such averages are representative of the operations of the registrant.

A note to the General Instructions indicates the factors which the staff will consider in evaluating the reasonableness of assertions by registrants that the compilation of requested information would involve unwarranted or undue burden or expense. These factors include, among other things, the size of the registrant, the estimated costs of compiling the data, the electronic data processing capacity of the registrant, and whether management uses the requested information for its own purposes.

C. The Guides

Guides 61 and 3 set forth the types of statistical information to be included in bank holding company filings under the Securities Act of 1933 and the Securities Exchange Act of 1934. They are intended to apply only to the description of business portion of a bank holding company registration statement, proxy statement or report. Although the Guides describe certain information that should be disclosed, they do not purport to be all inclusive and in no way limit the type of information required. Appropriate disclosure must always depend on the individual facts and circumstances concerning each registrant. Thus, the staff may request that registrants provide supplemental information where necessary or appropriate in the public interest or for the protection of investors.

In general, the Guides as published are similar to those proposed for comment, although certain noteworthy changes have been made. New instructions have been added and other instructions reworded for clarity. The introductory statements in the proposed Guides have been restated as general instructions. In addition, the statements have been reworded slightly to emphasize the flexible approach to be taken by the staff with respect to format (Instruction 2), historical data (Instruction 4), and daily averages (Instruction 5). In this regard, the Guides indicate that if the required information is not reasonably available, the registrant may provide comparable information instead.

In addition a number of changes suggested by the commentators have been made to clarify the Guides, make the information requested more concise and eliminate repetitive requests for information. Thus, for example, certain categories of Section IV, "Deposits, Long Term Debt and Funds Borrowed," of the proposed Guides, have been eliminated in light of the average balance sheets required under Section I.

The Guides contain nine sections, each dealing with a particular area of statistical disclosure for bank holding companies.

Section I, "Distribution Of Assets, Liabilities And Stockholders Equity," has been revised to require complete balance sheets in terms of average amounts and percentages, rather than assets only. Many commentators expressed the view that complete balance sheet presentations more effectively demonstrate changes in financial position from year to year. In addition, several commentators noted that average liabilities were requested in a subsequent section of the proposed guides and suggested that the information be consolidated in one balance sheet presentation. Section I also has been modified to call for separate disclosure of foreign assets and liabilities only when certain minimum percentage tests have been met.

Section II, "Investment Portfolio," calls for disclosure of the composition of the registrants investment portfolio in terms of the book values of certain categories of investments, a breakdown of maturities and the weighted average yield for each range of maturity. As suggested by comments on the proposed Guides, an explanation of the method used to compute the yield on such investments is requested, and where yields on tax exempt obligations are computed on a tax equivalent basis, the amount of adjustment and tax rate used in the computations is sought.

Section III, "Loan Portfolio," calls for information concerning types of loans, their maturities and sensitivities to changes in interest rates, and information concerning nonperforming loans.

Paragraph A of Section III, "Types Of Loans," requests that data be presented as of the end of each reported period, rather than on a daily average basis as originally proposed. In addition, clarifying language has been added to indicate that the detailed categories of loans specified in this section apply to loans attributable to domestic operations only and a new category, "Loans Attributable to Foreign Operations," has been added to make clear that information with respect to such loans should be separately stated.

Paragraph B of Section III, "Maturities and Sensitivity to Changes in Interest Rates," represents a consolidation of paragraphs B and C of Section III of the proposed Guides, as suggested by many commentators.

Paragraph C of Section III, "Non-Performing Loans," is a consolidation of paragraphs D and E of Alternative (1) of Section III of the proposed Guides. For purposes of the Guides, non-performing loans are defined as "(a) loans which are contractually past due 60 days or more as to interest or principal payments and (b) loans the terms of which have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of loans in (a)). These categories of loans are substantially the same as those called for by Section III D (Alternative (1)) of the proposed Guides. In addition, the Guides state that "if management is aware of any significant loans, group of loans or segments of the loans portfolio not included in (a) or (b) above, where there are serious doubts as to the ability of the borrowers to comply with the present loan payment terms, a separate discussion of the risk elements associated with such loans, including the relative magnitude of such risks, shall be given."

In addition, the Guides provide that real estate loans secured by one to four family residential properties need not be considered for disclosure pursuant to this paragraph. Separate, limited disclosure relating to loans to individuals for household, family and other personal expenditures is requested only if loans in this category exceed 10 percent of the total loan portfolio. The references to collateral in the proposal have been deleted.

Paragraph C also requests information as of the end of each of the last five years, instead of for two fiscal years, as originally proposed. The staff believes that data for a five year period, if used in conjunction with other disclosures called for by these Guides, will show trends indicative of management policies concerning non-performing loans, particularly with respect to renegotiated loans and those loans which, in the opinion of management, raise serious doubts as to the ability of the borrower to comply with the present payment terms of the loans. A new instruction has been added to Section III C indicating that a registrant may use different criteria and may present quantitative information in a different manner than described in this paragraph if such presentation more effectively identifies and communicates the present risk elements in the loan portfolio.

Section IV, "Summary of Loan Loss Experience," which was Section IX of the proposed Guides, has been modified to required five years of data rather than ten as originally proposed. Paragraph G of Section IV asks registrants to describe those factors which influenced managements judgment in determining the amount of reserves charged to operating expense. A statement that the amount is based upon managements judgment will not suffice. Paragraph H calls for a breakdown of the loan loss reserve by categories of loans. Many commentators asserted that the disclosures requested by the paragraph are inconsistent with their procedures for determining loan loss reserves. On the other hand, on many occasions, registrants have explained to the staff that, in arriving at the amount of loan loss reserve, they evaluated each significant loan in the portfolio and established a reserve relative to each such loan. The staff is aware that the total loan loss reserve is not necessarily the cumulative amount of reserve for these loans, and that a certain unallocated amount of reserve may be set aside to cover potential losses within a group or block of loans. The staff believes that such disclosures would be meaningful to investors. However, an instruction has been added which states that if the registrant uses categories other than those specified in the Guides in analyzing its loan loss reserves, which it believes would be more informative to investors, the data presented may be based on such other categories.

Section V, "Deposits," which was Section IV of the proposed Guides, has been condensed. The disclosures relating to long-term debt and funds borrowed requested by the proposed Guides are now included in Section I, under average balance sheets.

Section VI, "Return on Equity and Assets," which was Section V of the proposed Guides, has been expanded at the suggestion of several commentators to request disclosures of dividend pay-out ratios and equity to asset ratios for each reported period. The instructions make clear that registrants should describe and explain the trends in each of the ratios disclosed, if the ratios have changed significantly.

Section VII, "Interest Rates and Interest Differential," which was Section VI of the proposed Guides, has been revised to clarify the disclosures requested.

Section VIII, "Foreign Operations," which was Section VII of the proposed Guides, has been modified to reflect the fact that there appears to be no single definition of foreign operations which would serve the needs of registrants, the federal bank regulatory agencies, and investors, and which would be applicable to the foreign operations of all banks. Therefore, the Guides request each registrant to present information with respect to its foreign operations on the basis which it believes is representative of its foreign activities and the risks associated with such business. Specifically, a registrant may present information in a manner consistent with the reporting requirements of the federal bank regulatory agencies if it believes that such presentation is representative of its foreign activities and the risks associated with such business. It should be emphasized, however, that the purpose of such disclosures is to enable investors to assess the various sources of earnings of the registrant, the risks pertaining thereto and the risks to which assets are exposed.

As originally proposed, the Guides called for certain disclosures with respect to a registrants foreign operations if during either of the last two reporting periods revenues or income before taxes attributable to foreign operations exceeded 5% of consolidated revenues or income before taxes, or if assets associated with foreign operations exceeded 5% of total assets. This percentage has been increased to 10% to conform to certain other disclosure guidelines administered by the Commissions staff, and disclosure is requested only if the percentage test has been met during each of the last two years.

The proposed Guides called for a presentation of the amount of foreign assets and liabilities by currency and disclosure of open currency positions at the end of the latest reported period. Comments on the proposals persuaded the staff that such data would be extremely difficult to accumulate and would be of little value to investors in light of frequent fluctuations in the value of foreign currencies. Therefore, the Guides as published suggest that registrants discuss generally their foreign exchange activities and the types of risks associated with such activities.

Section IX, "Commitments and Lines of Credit," which was Section VIII of the proposed Guides, has been substantially revised in light of comments received on the proposals. As revised, this section calls for a general discussion of a registrants present practices with respect to commitments and lines of credit. Separate disclosure of specific commitments figures is requested only if a registrant has firm commitments of material amounts which present unusual risks.

C. Authorization for Publication of Guides

The Commission hereby authorizes publication of Guides 61 and 3, "Statistical Disclosure By Bank Holding Companies," pursuant to the Securities Act of 1933, particularly sections 7 and 10 thereof, and the Securities Exchange Act of 1934, particularly sections 12, 13, 15(d) and 23(a).

Guide 61 will be applied by the staff to registration statements filed on or after thirty days following publication in the Federal Register. Guide 3 will be applied by the staff to filings covering periods ending on or after December 25, 1976.

The text of the Guides is set forth below:

GUIDE 61-GUIDES FOR THE PREPARATION AND FILING OF REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933

STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

General Instructions

1. This Guide applies to the description of business portion of bank holding company registration statements filed on Form S-1 (Item 9) 17 CFR 239.11, S-7 (Item 5) 17 CFR 239.26 and S-14 (Item 1) 17 CFR 239.23.

2. Information furnished in accordance with this Guide should generally be presented in tabular from in the order appearing below. However, an alternative presentation, such as inclusion of the information in Managements Analysis of the summary of earnings, may be used if in managements opinion such presentation would be more meaningful to investors.

3. When the term "reported period" is used in the Guide, it refers to each of the periods described below, unless otherwise specified:

(a) each of the last five fiscal years of the registrant;

(b) any subsequent interim period for which an income statement is furnished; and

(c) any additional period necessary to keep the information presented from being misleading.

4. Some of the information called for by the Guide, which is prospective in nature, may not be available on a historical basis. The staff should be advised of such situations and if the requested information is unavailable and cannot be compiled without unwarranted or undue burden or expense, such information need not be provided. If possible, reasonably comparable data should be furnished instead. If, for some special reason, certain requested information will not be available with respect to periods to be covered in future filings subject to the Guide, this should also be brought to the staffs attention.

5. Unless otherwise indicated, averages called for by the Guide are daily averages. Where the collection of data on a daily average basis would involve unwarranted or undue burden or expense, weekly or month-end averages may be used, provided such averages are representative of the operations of the registrant. The basis used for presenting averages should be stated.

NOTE: In evaluating the reasonableness of assertions by registrants that the compilation of requested information, such as historical data or daily averages, would involve an unwarranted or undue burden or expense, the staff takes into consideration, among other factors, the size of the registrant, the estimated costs of compiling the data, the electronic data processing capacity of the registrant, and whether management uses the requested information for its own purposes.

I. Distribution of Assets, Liabilities and Stockholders Equity

A. For each reported period, present average balance sheets. Such average balance sheets may be condensed from the detailed ones required on a statement date basis, provided such condensed balance sheets indicate the significant shifts in sources and uses of funds.

B. For each reported period, present the percentage of:

1. each asset reflected in the balance sheets presented under Paragraph A to total average assets; and

2. each liability and component of stockholders equity reflected in the balance sheets presented under Paragraph A to the total of average liabilities and average stockholders equity.

C. For each reported period, present separately, on the basis of averages, the percentage of total assets and total liabilities attributable to foreign operations.

Instruction. Separate disclosure of foreign assets and liabilities is required under Paragraph C only if disclosure regarding foreign operations is required pursuant to Instruction (2) under Section VIII of this Guide.

II. Investment Portfolio

A. As of the end of each reported period, present the book value of investments in obligations of (1) the U.S. Treasury, (2) U.S. government agencies and corporations, (3) states and political subdivisions (U.S.), and (4) other bonds, notes and debentures.

B. As of the end of the latest reported period, present the amount of each investment category listed above which is due (1) in one year or less, (2) after one year through five years, (3) after five years through ten years, and (4) after ten years. In addition, state the weighted average yield for each range of maturities and explain the method used to calculate such yield.

Instruction. State whether yields on tax exempt obligations have been computed on a tax equivalent basis. If a tax equivalent basis is used, state for each range the amount of the adjustment and state the tax rate used in the computations.

III. Loan Portfolio

A. Types of Loans

As of the end of each reported period, present separately the amount of loans in each category listed below. Categories 1 through 7 are for loans attributable to domestic operations only.

1. Real estate loans (include only loans secured primarily by real estate):

(a) Construction and land development;

(b) Secured by 1-4 family residential properties;

(c) Other real estate loans.

2. Loans to financial institutions;

(a) Real estate investment trusts and mortgage companies;

(b) Domestic commercial banks;

(c) Banks in foreign countries;

(d) Other depositary institutions;

(e) Other financial institutions.

3. Loans for purchasing or carrying securities.

4. Loans to farmers (except loans secured by real estate; include loans for household and personal expenditures).

5. Commercial and industrial loans.

6. Loans to individuals for household, family, other personal expenditures.

7. All other loans attributable to domestic operations.

8. Loans attributable to foreign operations.

Instructions. (1) Additional detail of loans by type may be appropriate in some circumstances, such as when a substantial portion of total commercial and industrial loans is concentrated in one or a few industries.

(2) The "Instructions for the Preparation of Reports of Condition by State Member Banks of the Federal Reserve System, Schedule A-Loans" provides definitions of the categories of loans listed above for domestic offices. Although consolidated information is called for by this section, it is suggested that these definitions be used for guidance.

(3) Separate disclosure of category 8 is required only if disclosure regarding foreign operations is required pursuant to Instruction (2) under Section VIII of this Guide.

(4) The total of loans reported pursuant to this paragraph should equal total loans in the balance sheet.

B. Maturities and Sensitivity to Changes in Interest Rates

As of the end of the latest fiscal year and any interim period reported on, present separately the amount of loans in each category listed in Paragraph A (except categories 1(b) and (6)(1) due in one year or less, (2) after one year through five years and (3) after five years. In addition, present separately the total amount of all such loans due after one year which (a) have predetermined interest rates and (b) have floating or adjustable interest rates.

Instructions. (1) Scheduled repayments should be reported in the maturity category in which the payment is due.

(2) Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts should be reported as due in one year or less.

C. Nonperforming Loans

As of the end of each reported period, state the following for (a) loans which are contractually past due 60 days or more as to interest or principal payments; and (b) loans, the terms of which have been renegotiated to provide a reduction or derferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of loans in (a)).

1. The aggregate amount of loans in each category described above;

2. The gross amount of interest income which would have been recorded on all such loans during the period if all such loans had been current (in accordance with their original terms) and outstanding throughout the period or since their origination, whichever is shorter; and

3. The amount of interest on all such loans which was reflected in income during the period.

In addition, if management is aware of any significant loans, group of loans or segments of the loan portfolio not included in (a) or (b) above, where there are serious doubts as to the ability of the borrowers to comply with the present loan payment terms, a separate discussion of the risk elements associated with such loans, including the relative magnitude of such risks, shall be given.

Instructions. (1) Loans in categories 1(b) and 6 under Paragraph A need not be considered for disclosure pursuant to Paragraph C. However, if loans in category 6 exceed 10 percent of total loans, the information called for in Paragraph C for those loans considered nonperforming pursuant to clause (a), should be separately provided.

(2) A renewal on current market terms of a loan at maturity will not be considered a renegotiation for purposes of clause (b) of Paragraph C.

(3) A loan remains in the category described in clause (b) until such time as the terms are substantially equivalent to terms on which loans with comparable risks are being made.

(4) If a substantial portion of the loans stated pursuant to Paragraph C are concentrated in one or a few industries separate disclosure of the information required by this paragraph should be provided for such loans.

(5) The registrant may use different criteria and may present quantitative information in a different manner than described above if such presentation more effectively identifies and communicates the present risk elements in the loan portfolio.

IV. Summary of Loan Loss Experience

An analysis of loan loss experience shall be furnished in the following format for each reported period.

A. Amount of loans outstanding at end of period.

B. Average amount of loans outstanding.

C. Amount of loan loss reserve at beginning of period.

D. Amount of losses charged off during period broken down by the eight major categories of loans specified in Section III(A).

E. Amount of recoveries during period of losses previously charged off broken down by the eight major categories of loans specified in Section III(A).

F. Net loans charged off during period.

G. Additions to loan loss reserve charged to operating expense during period. For the latest fiscal year and any interim period reported on, also describe briefly the factors which influenced managements judgment in determining the amount charged to operating expense. The statement that the amount is based on managements judgment is not sufficient.

H. A breakdown of the loan loss reserve by the eight major categories of loans specified in Section III(A), including as a separate category any unallocated portion of the reserve. State (a) the dollar amount of the loan loss reserve applicable to each category and (b) the percentage of loans in each category to total loans.

I. Amount of loan loss reserve at end of period.

J. Ratio of net charge-offs during period to average loans outstanding for the period.

Instruction. If the registrant uses other categories in analyzing its loan loss reserve which it believes would be more informative to investors, such categories may be used for purposes of the disclosures prepared pursuant to this Guide.

V. Deposits

A. For each reported period, present separately the average amount of (1) demand deposits in domestic offices, (2) savings and time deposits in domestic offices (excluding time deposits separately reportable under (3) below), (3) time certificates of deposit in domestic offices issued in amounts of $100,000 or more, and (4) deposits in foreign offices.

Instructions. (1) Passbook type savings deposits should be included in category (2) regardless of size.

(2) If material, the registrant should disclose separately the aggregate amount of deposits by foreign depositors in domestic offices. Identification of the nationality of depositors is not requested.

B. As of the end of the latest fiscal year and any interim period reported on, present separately the amount outstanding of time certificates of deposit issued by domestic offices in amounts of $100,000 or more by time remaining until maturity: 3 months or less; over 3 through 6 months; over 6 through 12 months; and over 12 months.

VI. Return on Equity and Assets

For each reported period, present the following:

1. Return on assets (net income divided by average total assets).

2. Return on equity (net income divided by average equity).

3. Dividend payout ratio (dividends declared per share divided by net income per share).

4. Equity to assets ratio (average equity divided by average total assets).

Instructions. (1) Describe and explain the trends in each of these ratios if changes are significant.

(2) The ratios required under 1, 2, and 3 above may also be calculated using income before securities gains (losses).

VII. Interest Rates and Interest Differential

A. For each reported period, present an analysis of net interest earnings as follows:

1. For each major category of interest-earning assets and each major category of interest-bearing liabilities, the average amount outstanding during the period and the interest earned or paid on such amount.

2. The average yield for each major type of interest-earning asset.

3. The average rate paid for each major type of interest-bearing liability.

4. The average yield on all interest-earning assets and the average effective rate paid on all interest-bearing liabilities.

5. The net yield on interest-earning assets (net interest earnings divided by total interest-earning assets). Net interest earnings is the difference between total interest earned and total interest paid.

B. For the latest two fiscal years and any interim period reported on, present (1) the dollar amount of change in interest income and (2) the dollar amount of change in interest expense. The changes should be segregated for each major category of interest-earning asset and interest-bearing liability into amounts attributable to (a) changes in volume (change in volume times old rate), (b) changes in rates (change in rate times old volume), and (c) changes in rate/volume (change in rate times the change in volume). The rate/volume variances should be allocated on a consistent basis between rate and volume variances and the basis of allocation disclosed in a note to the table.

Instructions. (1) Explain how non-accruing loans have been treated for purposes of the analysis in Paragraph A.

(2) Major categories of interest-earning assets should include loans, taxable investment securities, non-taxable investment securities, federal funds sold and securities purchased with agreements to resell, and other (specify if significant). Major categories of interest-bearing liabilities should include: savings deposits, other time deposits, deposits in foreign offices, short-term debt, long-term debt and other (specify if significant).

(3) In the calculation of the changes in the interest income and interest expense, any out-of-period items and adjustments should be excluded and the types and amounts of items excluded disclosed in a note to the table.

(4) If loan fees are included in the interest income computation, the amount of such fees should be disclosed, if material.

(5) The interest on tax exempt securities may be calculated on a tax equivalent basis. The registrant should describe the basis used.

(6) If disclosure regarding foreign operations is required pursuant to Instruction (2) under Section VIII of this Guide, the information required by this section should be further segregated between domestic and foreign operations.

VIII. Foreign Operations

Instructions. (1) The registrant should present information with respect to its foreign operations on the basis which it believes is representative of its foreign activities and the risks pertaining thereto. Registrant may present information in a manner consistent with the reporting requirements of the federal bank regulatory agencies if registrant believes that such designations are representative of its foreign activities and the risks associated with such business. The registrant should describe which components of its business it designates as foreign and the basis for such designation.

(2) Disclosure of the information on foreign operations specified below is required only if during each of the last two years (a) the gross revenues or income (loss) before taxes associated with foreign operations exceeded 10 percent of consolidated total revenues or income (loss) before taxes, respectively, or (b) the assets associated with foreign operations exceeded 10 percent of consolidated total average assets. In order to arrive at the foreign component of revenue or income, the registrant may be required to make internal allocations between foreign and domestic activities. The registrant should generally indicate the nature of significant estimates and assumptions used in such allocations. Any significant changes in assumptions or methods of allocations during the reported periods should also be indicated along with the effect of such changes on reported results.

(3) If disclosure of the information specified below would involve violation of the banking confidentiality requirements of any country, registrants may omit such disclosure, provided that a statement is made in the filing that such information has been omitted. The staff may in its discretion ask for support for the registrants assertion that disclosure would violate any such confidentiality requirements.

(4) The registrant should indicate the basis used for the geographical breakdown provided under Paragraphs B and C below (domicile of the obligor, area of risk, or such other basis as is used).

The geographical breakdown may be based on the classifications of the federal bank regulatory agencies. Separate disclosure is not required for any geographic area which represents less than 10 percent of the registrants total foreign assets as called for by Paragraph B below and total revenue and income before taxes attributable to foreign operations as called for by Paragraph C below.

NOTE: The disclosures called for by Paragraph A(3) concerning deposits are intended to elicit information in terms of aggregate average amounts only, and identification of the nationality of depositors is not requested.

A. For the latest reported period, present separately the aggregate average amount of:

1. Balances in banks which are located in foreign countries;

2. Loans:

(a) Loans to banks;

(b) Loans to other financial institutions

(c) Loans to governments or official institutions;

(d) Consumer loans;

(e) Loans to businesses;

(f) Real estate loans; and

(g) Other loans.

3. Deposits:

(a) Deposits of banks which are located in foreign countries (including balances of foreign branches of other United States banks);

(b) Deposits of foreign governments, official institutions, central banks, or international institutions; and

(c) Other deposits.

4. Other borrowings from foreign sources.

B. For the latest reported period; present a geographical breakdown of the average amount of foreign assets in such categories as are appropriate in light of the operations of the registrant. If there are material risks arising from a concentration of assets in a particular foreign country, such country shall be identified and the amount of such assets shall be disclosed. A concentration of 5 percent or more of consolidated total average assets normally would indicate, in the absence of mitigating factors, a material risk.

C. For each reported period, state the amount of revenue and income before taxes attributable to foreign operations and the percentage of such amounts to consolidated total revenues and income before taxes, respectively. In addition, present an appropriate geographical breakdown of revenue and income before taxes for such reported periods. If a material portion of consolidated total revenues is attributable to one foreign country, such country shall be identified and the amount of revenue and income before taxes so attributed shall be stated separately. As in Paragraph B above, 5 percent or more of consolidated total revenues normally would be a material portion.

D. Discuss generally the registrants foreign exchange activities and the types of risks associated with such activities.

IX. Commitments and Lines of Credit

Discuss the registrants present practice with respect to commitments and lines of credit. In particular, indicate the terms on which such commitments and lines of credit are generally extended, such as expiration period and fees charged. Also discuss the usual purposes for which such commitments and lines of credit are made available, such as particular types of loans, letters of credit, etc. Any firm commitments of material amounts which represent unusual risks should be separately disclosed.

* * * * *

GUIDE 3-GUIDES FOR THE PREPARATION AND FILING OF REPORTS AND PROXY AND REGISTRATION STATEMENTS UNDER THE SECURITIES EXCHANGE ACT OF 1934

STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

This Guide applies to the description of business portion of bank holding company registration statements filed on Form 10 (Item 1) 17 CFR 249.210, in proxy and information statements relating to mergers, consolidations, acquisitions and similar matters (Item 14 of Schedule 14A and Item 1 of Schedule 14C) 17 CFR 240.14a-101 and 240.14c-101, and in reports filed on Form 10-K (Item 1) 17 CFR 249.310.

The rest of Guide 3 is identical to Guide 61 set forth above.

By the Commission.

George A. Fitzsimmons

Secretary

(Secs. 7, 10, 48 Stat. 78, 81; secs. 12, 13, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; sec. 205, 48 Stat. 906; sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; secs. 8, 202, 68 Stat. 685, 686; secs. 3, 4, 10, 78 Stat. 565-568, 569, 570-574, 589; secs. 1, 2, 82 Stat. 454; secs. 1, 2, 28(c), 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; 15 U.S.C. 77g, 77j, 78l, 78m, 78o(d), 78w(a).)