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SECURITIES ACT INDUSTRY GUIDES

Disclosure by Electric and Gas Utilities

Guide 1. 1. Disclosure of Principal Sources of Electric and Gas Revenues-In registration statements filed on Form S-1 or S-2 by electric or gas utilities, the principal classes of service from which electric or gas revenues are derived should be furnished.

2. In registration statements under the Securities Act registering equity securities for issuance at a price below underlying book value per share, describe, where material, the extent, causes and effects, if any, on the registrant's business including its future financing plans or capabilities and pending construction projects, resulting from such issuance.

Disclosure of Oil and Gas Operations

Guide 2. If oil and gas operations are material to the registrant's and its subsidiaries' business operations or financial position, the disclosure specified in this Guide should be included under appropriate captions in tabular form, if practicable, and with cross references, where applicable, to related information disclosed in financial statements). Provided however, That limited partnerships or joint ventures that conduct, operate, manage, or report upon oil and gas drilling or income programs, that acquire properties either for drilling and production, or for production of oil, gas, or geothermal steam or water, need not include such disclosure and, Provided further, That any registrant qualifying for the exemption provided in $210.4-10(k) of Regulation S-X need not provide any such information.

Note-Limited partnerships exempted from the disclosure required in this Guide by the first proviso above remain subject to disclosure requirements of $210.4-10(k) of Regulation S-X. See discussion in Accounting Series Release No. 257 (Dec. 19, 1978) (43 FR 60404); and Staff Accounting Bulletin No. 40, Topic 6(d)(3)(c) (17 CFR 211) (Jan. 23, 1981).

{Item 1 deleted. CCH.]

2. RESERVES REPORTED TO OTHER AGENCIES

Any estimates of total, proved net oil or gas reserves filed with or included in reports to any other Federal authority or agency since the beginning of the last fiscal year (or a statement that there were none), together with the name of the authority or agency and an explanation of the reasons for differences, if any, between such estimates and the estimates included in the document. This requirement should not apply if the difference between the total reserve estimate included in the Commission filing and the total reserve estimate filed with the Federal authority or agency does not exceed five percent. However, a statement that the difference does not exceed five percent should be included.

3. PRODUCTION

A. For each of the last three fiscal years by the same geographic areas for which production data are required by Statement of Financial Accounting Standards (SFAS) No. 69.

(i) the average sales price (including transfers) per unit of oil produced and of gas produced; (ii) the average production cost (lifting cost) per unit of production.

B. Instructions. Generally, net production should include only production that is owned by the registrant and produced to its interest, less royalties and production due others. However, in special situations (e.g., foreign production) net production before royalties may be provided, if more appropriate. If “net before royalty” production figures are furnished, the change from the usage of "net production" should be noted.

Any part of natural gas liquids production obtained through or from processing plant ownership rather than through leasehold ownership should be reported separately, if material.

Production of natural gas should include only marketable production of gas on an “as sold” basis. Production will include dry, residue, and wet gas, depending on whether liquids have been extracted before the registrant passed title. Flared gas, injected gas and gas consumed in operations should be omitted. Recovered gas-life gas and reproduced gas should not be included until sold.

The transfer price of oil and gas produced should be determined in accordance with SFAS No. 69.

The average production cost per unit of production should be computed using production costs disclosed pursuant to SFAS No. 69. Units of production should be expressed in common units of production with oil or gas converted to a common unit of measure on the basis used in computing amortization (relative energy content or gross revenue method). See $210.4-10(e)(3) or $210.4-10(i)(3)(iii) of Regulation S-X, whichever is appropriate.

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4. PRODUCTIVE WELLS AND ACREAGE.

A. As of a reasonably current date or as of the end of the most recent fiscal year, the total gross and net productive wells, expressed separately for oil and gas, and the total gross and net developed acres (i.e., acres spaced or assignable to productive wells) by the geographic areas for which production data are required pursuant to paragraph 3 of this Guide.

B. Instructions. For purposes of this paragraph, one or more completions in the same bore hole should be counted as one well. A footnote should disclose the number of wells with multiple completions. If one of the multiple completions in a given well is an oil completion, the well should be classified as an oil well.

A gross well or acre is a well or acre in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned.

A net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one. The number of net well or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions thereof.

For those unusual situations in which gross and net data cannot be supplied, alternative disclosure should be furnished that adequately describes the registrant's productive wells and developed acreage.

Productive wells are producing wells and wells capable of production.

5. UNDEVELOPED ACREAGE

As of a reasonably current date or as of the end of the most recent fiscal year, the amounts of undeveloped acreage, both leases and concessions, if any, expressed in both gross and net acres by appropriate geographic area, together with an indication of acreage concentrations, and, if material, the minimum remaining terms of leases and concessions. Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves. Undeveloped acreage should not be confused with undrilled acreage Held by Production under the terms of a lease.

6. DRILLING ACTIVITY

A. For each of the last three fiscal years by appropriate geographic areas:
(i) the number of net productive and dry exploratory wells drilled; and
(ii) the number of net productive and dry development wells drilled.

B. Instructions. A dry well (hole) is an exploratory or a development well found to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.

A Productive well is an exploratory or a development well that is not a dry well.

The number of wells drilled refers to the number of wells (hole) completed at any time during the fiscal years, regardless of when drilling was initiated.

The term "completion” refers to the installation of permanent equipment for the production of oil or gas, or, in the case of a dry hole, to the reporting of abandonment to the appropriate agency.

7. PRESENT ACTIVITIES

Present activities, such as the number of wells in process of drilling (including wells temporarily suspended), waterfloods in process of installation, pressure maintenance operations, and any other related operations of material importance by appropriate geographic areas. This description of present activities should be provided for an “as of” date as close to the date of filing the document as reasonably possible or as of the end of the most recent fiscal year. The disclosure of wells in the process of being drilled should include only those wells actually being drilled at the “as of” date and should be expressed in terms of both gross and net wells. The disclosure should not include wells planned but not commenced unless there are factors which make such information material.

8. DELIVERY COMMITMENTS

If the registrant is obligated to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements, material information concerning the estimated availability of oil and gas from any principal sources.

A. Such information should be furnished as to current and future reserves and supplies, and should:

(i) identify the principal sources of oil and gas to be relied upon and the total available amounts expected to be received from each principal source and from all sources combined;

(ii) disclose the total quantities of oil and gas which are subject to delivery commitments; and

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(iii) indicate steps taken to insure available reserves and supplies are sufficient to meet such commitments. Such future information should be provided for an appropriate period of one to three years.

B. The term "availability"' is used herein to mean an estimate of that quantity of oil and gas which can be produced from current proved developed reserves using presently installed equipment under existing economic and operating conditions and an estimate of amounts that can be delivered to the registrant under long-term contracts or agreements on a per-day, per-month or per-year basis.

C. The registrant should develop disclosure based upon the facts and circumstances of its particular situation, including disclosure by appropriate geographic areas. Such disclosure should be in a form understandable to investors and should in clude, but not be limited to, a description of the following factors:

(i) significant supplies dedicated or contracted to the registrant;

(ii) any significant amounts of reserves or supplies subject to priorities or curtailments which may affect quantities delivered to certain classes of customers, such as customers receiving services under low priority and interruptible contracts;

(iii) any priority allocations or price limitations imposed by Federal or State regulatory agencies, as well as other factors beyond the control of the registrant which may affect the ability of the registrant to meet its contractual obligations (detailed discussions of price regulation need not be furnished);

(iv) any other factors beyond the control of the registrant, such as other parties having control over the drilling of new wells, competition for the acquisition of reserves and supplies, and the availability of foreign reserves and supplies, or to maintain or increase the availability of reserves and supplies; and

(v) any impact on the registrant's earnings and financing needs resulting from its inability to meet short or long-term contractual obligations. See Item 303 of Regulation S-K.

D. If within the last three years the registrant has been unable to meet any significant delivery commitments, describe the circumstances concerning such events and the impact on the registrant.

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Statistical Disclosure by Bank Holding Companies

General Instructions

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Guide 3. 1. This Guide applies to the description of business portions of those bank holding company registration statements for which financial statements are required.

2. Information furnished in accordance with this Guide should generally be presented in tabular form in the order appearing below. However, an alternative presentation, such as inclusion of the information in Management's Discussion and Analy. sis, may be used if in management's 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:
(a) each of the last three fiscal years of the registrant, except as is provided in paragraphs (b) and (c) below';

(b) each of the last five fiscal years of the registrant with respect to Items II and IV, except as is provided in paragraph (c) below;

(c) each of the last two fiscal years with respect to all items, if the registrant had assets of less than $200,000,000 or ilet worth of $10,000,000 or less as of the end of its latest fiscal year; and

(d) any additional interim period necessary to keep the information from being misleading.

The reported period shall not include an additional interim period under paragraph (d) above merely because an income statement is presented for such additional interim period, but the report period shall include such an additional period if a material change in the information presented or the trend evidenced thereby has occurred.

4. 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 need be stated only if not presented on a daily average basis.

5. 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 prior to filing and if the requested information is unavailable and cannot be compiled without unwarranted or undue burden or expense, the requirement that such information be furnished may be waived. If possible, reasonably comparable data should be furnished instead. If 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 staff's attention,

6. The disclosure requirements of the Guide are also applicable to foreign registrants to the extent the requested information is available. If the information is unavailable and cannot be compiled without unwarranted or undue burden or expense, this should be brought to the staff's attention.

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SEC 2056 (10-88) 5 of 32

(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 efforts in process to obtain the information in future periods.)

7. In various places throughout this Guide, disclosure is called for regarding certain “foreign” data. For purposes of this Guide, this information need not be presented unless the registrant is required to make separate disclosures concerning its foreign activities in its consolidated financial statements pursuant to the test set forth in $210.9-05 of Regulation S-X.

I. Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential

A. For each reported period, present average balance sheets. The format of the average balance sheets may be condensed from the detail required by the financial statements provided that the condensed average balance sheets indicate the significant categories of assets and liabilities, including all major categories of interest-earning assets and interest-bearing liabilities. Major categories of interest-earning assets should include loans, taxable investment securities, non-taxable investment securities, interest bearing deposits in other banks. Federal funds sold and securities purchased with agreements to resell, other short-term investments, and other (specify if significant). Major categories of interest-bearing liabilities should include savings deposits, other time deposits, short-term debt, long-term debt and other (specify if significant).

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

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

2. The average yield for each major category of interest-bearing asset. 3. The average rate paid for each major category 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, with net interest earnings equaling the difference between total interest earned and total interest paid).

6. This analysis may, at the option of the registrant, be presented in connection with the average balance sheet required by paragraph A.

C. For the latest two fiscal years, 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 interestbearing 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 analyses required by paragraph B.

(2) 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.

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

(4) Tax exempt income may be calculated on a tax equivalent basis. A brief note should describe the extent of recognition of exemption from Federal, state and local taxation and the combined marginal or incremental rate used.

(5) If disclosure regarding foreign activities is required pursuant to General Instruction 7 of this Guide, the information required by paragraphs A, B and C of Item I should be further segregated between domestic and foreign activities for each significant category of assets and liabilities disclosed pursuant to paragraph A. In addition, for each reported period, present separately, on the basis of averages, the percentage of total assets and total liabilities attributable to foreign activities.

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 and other U.S. Government agencies and corporations; (2) States of the U.S. and political subdivisions; and (3) other securities including bonds, notes, debentures and stock of business corporations, foreign governments and political subdivisions, intergovernmental agencies and the Federal Reserve bank.

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.

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Instruction. State whether yields on tax exempt obligations have been computed on a tax equivalent basis. (See Instruction (4) to Item 1.) Any major changes in the tax-exempt portfolio should be discussed hereunder.

C. As of the end of the latest reported period, state the name of any issuer, and the aggregate book value and aggregate market value of the securities of such issuer, when the aggregate book value of such securities exceeds ten percent of stockholders' equity.

Instruction. The term “issuer” has the meaning given in Section 2(4) of the Securities Act of 1933, except that debt securities issued by a state of the United States and its political subdivisions and agencies which are payable from and secured by the same source of revenue or taxing authority shall be considered to be securities of a single issuer. This information does not have to be provided for securities of the U.S. Government and U.S. Government agencies and corporations. Consideration should be given to disclosure of risk characteristics of the securities of an issuer and of differences in risk characteristics of different issues of securities of an issuer as may be appropriate.

III. Loan Portfolio

A. Types of Loans

As of the end of each reported period, present separately the amount of loan in each category listed below. Also show the total amount of all loans for each reported period which amounts should be the same as those shown on the balance sheets.

Domestic:

1. Commercial, financial and agricultural;
2. Real estate-construction;
3. Real estate-mortgage;
4. Installment loans to individuals;
5. Lease financing

Foreign:

6. Governments and official institutions;
7. Banks and other financial institutions;
8. Commercial and industrial;
9. Other loans.

Instructions. A series of categories other than those specified above may be used to present details of loans if considered a more appropriate presentation.

B. Maturities and Sensitivities to Loans to Changes in Interest Rates

As of the end of the latest fiscal year reported on, present separately the amount of loans in each category listed in paragraph A (except that this information need not be presented for categories 3, 4 and 5, and categories 6 through 9 may be aggregated) which are: (1) due in one year or less, (2) due after one year through five years and (3) due 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.

(3) Determinations of maturities should be based upon contract terms. However, such terms may vary due to the registrant's “rollover policy" in which case the maturity should be revised as appropriate and the rollover policy should be briefly discussed.

C. Risk Elements

1. Nonaccrual, Past Due and Restructured Loans. As of the end of each reported period, state separately the aggregate amount of loans in each of the following categories:

(a) Loans accounted for on a nonaccrual basis; (b) Accruing loans which are contractually past due 90 days or more as to principal or interest payments; and

(c) Loans not included above which are “troubled debt restructurings” as defined in Statement of Financial Accounting Standards NO. 15 (“FAS 15”), “Accounting by Debtors and Creditors for Troubled Debt Restructurings.”

Instructions. (1) The information required by this Item should be provided separately for domestic and for foreign loans for each reported period.

(2) As of the most recent reported period, state separately as to foreign and domestic loans included in (a) and (c) above the following information: (i) the gross interest income that would have been recorded in the period that ended if the loans

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