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2000 - Rules and Regulations
{{4-30-97 p.2905}}
PART 350—DISCLOSURE OF FINANCIAL AND OTHER INFORMATION BY
FDIC-INSURED STATE NONMEMBER BANKS
Sec.
350.1
Scope.
350.2
Definitions.
350.3
Requirement for annual disclosure statement.
350.4
Contents of annual disclosure statement.
350.5
Alternative annual disclosure statements.
350.6
Signature and attestation.
350.7
Notice and availability.
350.8
Delivery.
350.9
Disclosure of examination reports.
350.10
Prohibited conduct and penalties.
350.11
Safe harbor provision.
350.12
Disclosure required by applicable banking or securities law or
regulations.
AUTHORITY: 12 U.S.C. 1817(a)(1), 1819 "Seventh" and
"Tenth".
SOURCE: The provisions of this Part 350 appear at 52 Fed. Reg.
49379, December 31, 1987, effective February 1, 1988, except as
otherwise noted.
§ 350.1 Scope.
This part applies to FDIC-insured state-chartered banks that are not
members of the Federal Reserve System, and to FDIC-insured
state-licensed branches of foreign banks.
[Codified to 12 C.F.R.
§ 350.1]
§ 350.2 Definitions.
(a) Bank. For purposes of this part, the term
"bank" means an FDIC-insured state-chartered organization that is
not a member of the Federal Reserve System, and an FDIC-insured
state-licensed branch of a foreign bank.
(b) Call Report. For purposes of this part, the term
"Call Report" means the report filed by a bank pursuant to
12 U.S.C. 1817(a)(1).
[Codified to 12 C.F.R.
§ 350.2]
§ 350.3 Requirement for annual disclosure statement.
(a) Contents. Each bank shall prepare as of December 31
and make available on request an annual disclosure statement. The
statement shall contain information required by § 350.4(a) and (b)
and may include other information that bank management believes
appropriate, as provided in § 350.4(c).
(b) Availability. A bank shall make its annual
disclosure statement available to the public beginning not later than
the following March 31 or, if the bank mails an annual report to its
shareholders, beginning not later than five days after the mailing of
such reports, whichever occurs first. A bank shall make a disclosure
statement available continuously until the disclosure statement for the
succeeding year becomes available.
[Codified to 12 C.F.R. § 350.3]
[Section 350.3 amended at 62 Fed. Reg. 10200, March 6, 1997,
effective April 7, 1997]
§ 350.4 Contents of annual disclosure statement.
(a) Financial reports. The annual disclosure statement
for any year shall reflect a fair presentation of the bank's financial
condition at the end of that year and the preceding year and, except
for state-licensed branches of foreign banks, the results of operations
for each such year. The annual disclosure statement may, at the option
of bank management, consist of the bank's entire Call Report, or
applicable portions thereof, for the relevant
{{4-30-97 p.2906}}dates and periods. At a minimum,
the statement must contain information comparable to that provided in
the following Call Report schedules:
(1) For insured state-chartered organizations that are not
members of the Federal Reserve System:
(i) Schedule RC (Balance Sheet);
(ii) Schedule RC-N (Past Due and Nonaccrual, Loans, Leases, and
Other Assets--column A covering financial instruments past due 30
through 89 days and still accruing and Memorandum item 1 need not be
included);
(iii) Schedule RI (Income Statement);
(iv) Schedule RI--A (Changes in Equity Capital); and
(v) Schedule RI--B, Part II (Changes in Allowance for Loan and
Lease Losses).
(2) For insured state-licensed branches of foreign banks:
(i) Schedule RAL (Assets and Liabilities);
(ii) Schedule E (Deposit Liabilities and Credit Balances); and
(iii) Schedule P (Other Borrowed Money).
(b) Other required information. The annual disclosure
statement shall include such other information as the FDIC may require
of a particular bank. This could include disclosure of enforcement
actions where the FDIC deems it in the public interest to do so.
(c) Optional information. A bank may, at its option,
provide additional information that bank management considers important
to an evaluation of the overall condition of the bank. This information
could include, but is not limited to, a discussion of the financial
data; information relating to mergers and acquisitions; the existence
of and facts relating to regulatory enforcement actions; business
plans; and material changes in balance sheet and income statement
items.
(d) Disclaimer. The following legend shall be included
in every annual disclosure statement to advise the public that the FDIC
has not reviewed the information contained therein: "This statement
has not been reviewed, or confirmed for accuracy or relevance, by the
Federal Deposit Insurance Corporation."
[Codified to 12 C.F.R. § 350.4]
[Section 350.4 amended at 62 Fed. Reg. 10200, March 6, 1997,
effective April 7, 1997]
§ 350.5 Alternative annual disclosure statements.
The requirements of § 350.4(a) may be satisfied:
(a) In the case of a bank having a class of securities
registered pursuant to section 12 of the Securities Exchange Act of
1934 by the bank's annual report to security holders for meetings
at which directors are to be elected or the bank's annual report (see
12 CFR part 335);
(b) In the case of bank with independently audited financial
statements, by copies of the audited financial statements and the
certificate or report of the independent accountant to the extent that
such statements contain information comparable to that specified in
§ 350.4(a); and
(c) In the case of a bank subsidiary of a one-bank holding
company, by an annual report of the one-bank holding company
prepared in conformity with the regulations of the Securities and
Exchange Commission or by sections in the holding company's
consolidated financial statements on Form FR Y-9C pursuant to
Regulation Y of the Federal Reserve Board
(12 CFR part 225) that are
comparable to the Call Report schedules enumerated in § 350.4(a)(1),
provided that in either case not less than 95 percent of the holding
company's consolidated total assets and total liabilities are assets
and liabilities of the bank and the bank's consolidated subsidiaries.
(d) In the case of a bank covered by
12 CFR part 363, by an
annual report prepared pursuant to 12 CFR 363.4. However, if the annual
report is for a bank subsidiary of a holding company which provides
only the consolidated financial statements of the holding company, this
annual report may be used to satisfy the requirements of this part only
if it is the report of a one-bank holding company and provided that not
less than 95 percent of the
{{4-30-98 p.2907}}holding company's consolidated
total assets and total liabilities are assets and liabilities of the
bank and the bank's consolidated subsidiaries.
[Codified to 12 C.F.R. § 350.5]
[Section 350.5 amended at 62 Fed. Reg. 10200, March 6, 1997,
effective April 7, 1997]
§ 350.6 Signature and attestation.
An authorized officer of the bank shall sign the annual disclosure
statement. The officer shall also attest to the correctness of the
information contained in the statement if the financial reports are not
accompanied by a certificate or report of an independent accountant.
[Codified to 12 C.F.R. § 350.6]
[Section 350.6 amended at 62 Fed. Reg. 10200, March 6, 1997,
effective April 7, 1997]
§ 350.7 Notice and availability.
(a) Shareholders. If the bank provides written notice
of the annual meeting of shareholders, the bank shall include with, or
as part of, that notice an announcement that the bank's annual
disclosure statement will be sent to the shareholder either
automatically or upon request. For disclosure statements available on
request, the announcement shall indicate at a minimum an address and
telephone number to which requests may be directed. The first copy of
the annual disclosure statement shall be provided to a shareholder
without charge.
(b) Customers and the general public. In the lobby of
its main office and each branch, the bank shall at all times display a
notice that the annual disclosure statement may be obtained from the
bank. The notice shall include at a minimum an address and telephone
number of which requests should be directed. The first copy of the
annual disclosure statement shall be provided to a requester free of
charge.
[Codified to 12 C.F.R. § 350.7]
§ 350.8 Delivery.
Each bank shall, after receiving a request for an annual disclosure
statement, promptly mail or otherwise furnish a statement to the
requester.
[Codified to 12 C.F.R. § 350.8]
§ 350.9 Disclosure of examination reports.
Except as permitted under specific provisions of the FDIC's
regulations (12 CFR Part
309), a bank may not disclose any report of examination or
report of supervisory activity or any portion thereof prepared by the
FDIC. The bank also shall not make any representation concerning such
report or the findings therein.
[Codified to 12 C.F.R. § 350.9]
§ 350.10 Prohibited conduct and penalties.
(a) Misrepresentations. No officer, director, employee,
agent, or other person participating in the affairs of a bank, shall,
directly or indirectly:
(1) Disclose or cause to be disclosed false or misleading
information in the annual disclosure statement, or omit or cause the
omission of pertinent or required information in the annual disclosure
statement; or
(2) Represent that the FDIC, or any employee thereof, has
reviewed, or confirmed the accuracy or relevance of the disclosure
statement.
(b) Participating persons. For purposes of this part, a
person "participating in the affairs of a bank" shall include
(but not be limited to) any person who provides
information
{{4-30-98 p.2908}}contained in, or directly or
indirectly assists in the preparation of, the annual disclosure
statement.
(c) Enforcement actions. Conduct that violates
paragraph (a) of this section may constitute an unsafe or unsound
banking practice or otherwise serve as a basis for an enforcement
action by the FDIC.
[Codified to 12 C.F.R. § 350.10]
§ 350.11 Safe harbor provision.
The provisions of § 350.10 shall not apply unless it is shown that
the information disclosed was included without a reasonable basis or
other than in good faith.
[Codified to 12 C.F.R. § 350.11]
§ 350.12 Disclosure required by applicable banking or
securities law or regulations.
The requirements of this part are not intended to replace or waive
any disclosure required to be made under applicable banking or
securities law or regulations.
[Codified to 12 C.F.R. § 350.12]
[Section 350.12 amended at 62 Fed. Reg. 10201, March 6, 1997,
effective April 7, 1997.]
[The page following this is 2945.]
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