[Federal Register Volume 74, Number 22 (Wednesday, February 4, 2009)]
[Notices]
[Pages 6086-6097]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-2274]



[[Page 6086]]

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DEPARTMENT OF THE TREASURY

Office of Thrift Supervision


Submission for OMB Review; Comment Request--Thrift Financial 
Report: Schedules SC, SO, VA, PD, LD, CC, CF, DI, SI, FV, FS, HC, CSS, 
and CCR

AGENCY: Office of Thrift Supervision (OTS), Treasury.

ACTION: Notice and request for comment.

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SUMMARY: In accordance with the requirements of the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3507), OTS may not conduct or sponsor, and the 
respondent is not required to respond to, an information collection 
unless it displays a currently valid OMB control number. On October 1, 
2008, OTS requested public comment for 60 days (73 FR 57205) on a 
proposal to extend, with revisions, the Thrift Financial Report (TFR), 
which is currently an approved collection of information. The notice 
described regulatory reporting revisions proposed for the TFR, Schedule 
SC--Consolidated Statement of Condition, Schedule SO--Consolidated 
Statement of Operations, Schedule VA--Consolidated Valuation Allowances 
and Related Data, Schedule PD--Consolidated Past Due and Nonaccrual, 
Schedule LD--Loan Data, Schedule CC--Consolidated Commitments and 
Contingencies, Schedule CF--Consolidated Cash Flow Information, 
Schedule DI--Consolidated Deposit Information, Schedule SI--
Supplemental Information, Schedule FS--Fiduciary and Related Services, 
Schedule HC--Thrift Holding Company, Schedule CSS--Subordinate 
Organization Schedule, and Schedule CCR--Consolidated Capital 
Requirement, and on a proposed new schedule, Schedule FV--Consolidated 
Assets and Liabilities Measured at Fair Value on a Recurring Basis. The 
changes were proposed on a phased-in basis over 2009.
    The revisions would eliminate 3 lines from the TFR, eliminate 
Schedule CSS in its entirety, revise 24 existing items, add 240 new 
items (including a new Schedule FV), and eliminate confidential 
treatment of Schedule FS and Schedule HC data.
    After considering the comments received on the proposal, OTS has 
adopted most of the proposed revisions, with limited exceptions in 
response to certain comments, on the phased-in basis that had been 
proposed. OTS continues to evaluate certain other proposed revisions in 
light of the comments received thereon and will not implement these 
revisions on their proposed effective dates. OTS is submitting the 
adopted revisions to OMB for review and approval.

DATES: Submit written comments on or before March 6, 2009. The 
regulatory reporting revisions described herein take effect on a 
phased-in basis on March 31, 2009, June 30, 2009, and December 31, 
2009.

ADDRESSES: Send comments, referring to the collection by ``1550-0023 
(TFR Revisions--2009)'', to OMB and OTS at these addresses: Office of 
Information and Regulatory Affairs, Attention: Desk Officer for OTS, 
U.S. Office of Management and Budget, 725--17th Street, NW., Room 
10235, Washington, DC 20503, or by fax to (202) 395-6974; and 
Information Collection Comments, Chief Counsel's Office, Office of 
Thrift Supervision, 1700 G Street, NW., Washington, DC 20552, by fax to 
(202) 906-6518, or by e-mail to [email protected]. 
OTS will post comments and the related index on the OTS Internet Site 
at http://www.ots.treas.gov/?p=LawsRegulations. In addition, interested 
persons may inspect comments at the Public Reading Room, 1700 G Street, 
NW., Washington, DC, by appointment. To make an appointment, call (202) 
906-5922, send an e-mail to public.info@ots.treas.gov">public.info@ots.treas.gov, or send a 
facsimile transmission to (202) 906-7755.

FOR FURTHER INFORMATION CONTACT: For further information or to obtain a 
copy of the submission to OMB, please contact Ira L. Mills, OTS 
Clearance Officer, at [email protected], (202) 906-6531, or 
facsimile number (202) 906-6518, Litigation Division, Chief Counsel's 
Office, Office of Thrift Supervision, 1700 G Street, NW., Washington, 
DC 20552.
    You can obtain a copy of the 2009 Thrift Financial Report forms 
from the OTS Web site at http://www.ots.treas.gov/?p=ReportFormsBulletins or you may request it by electronic mail from 
[email protected]. You can request additional information 
about this proposed information collection from James Caton, Director, 
Financial Monitoring and Analysis Division, (202) 906-5680, Office of 
Thrift Supervision, 1700 G Street, NW., Washington, DC 20552.

SUPPLEMENTARY INFORMATION: The effect of the proposed revisions to the 
reporting requirements of these information collections will vary from 
institution to institution, depending on the institution's involvement 
with the types of activities or transactions to which the proposed 
changes apply. OTS estimates that implementation of these reporting 
changes will result in a small increase in the current reporting burden 
imposed by the TFR. The following burden estimates include the effect 
of the proposed revisions.
    Title: Thrift Financial Report.
    OMB Number: 1550-0023.
    Form Number: OTS 1313.
    Statutory Requirement: 12 U.S.C. 1464(v) imposes reporting 
requirements for savings associations. Except for selected items, these 
information collections are not given confidential treatment.
    Type of Review: Revision of currently approved collections.
    Affected Public: Savings associations.
    Estimated Number of Respondents and Recordkeepers: 811.
    Estimated Burden Hours per Respondent: 54.68 burden hours on 
average.
    Estimated Frequency of Response: Quarterly.
    Estimated Total Annual Burden: 177,398 burden hours.
    Abstract: All OTS-regulated savings associations must comply with 
the information collections described in this notice. OTS collects this 
information each calendar quarter or less frequently if so stated. OTS 
uses this information to monitor the condition, performance, and risk 
profile of individual institutions and systemic risk among groups of 
institutions and the industry as a whole. Except for selected items, 
these information collections are not given confidential treatment.

I. Background

    OTS last revised the form and content of the TFR in a manner that 
significantly affected a substantial percentage of institutions in 
March 2007. Revisions since March 2007 focused on specific activities 
and were primarily made in response to changes in generally accepted 
accounting principles (GAAP). These focused revisions meant that the 
new or revised TFR items were minor or applicable to only a small 
percentage of institutions.
    During the past year OTS has evaluated its ongoing information 
needs. OTS recognizes that the TFR imposes reporting requirements, 
which are a component of the regulatory burden facing institutions. 
Another contributor to this regulatory burden is the examination 
process, particularly on-site examinations during which institution 
staff spend time and effort responding to inquiries and requests for 
information designed to assist examiners in evaluating the condition

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and risk profile of the institution. The amount of attention that 
examiners direct to risk areas of the institution under examination is, 
in large part, determined from TFR data. These data, and analytical 
reports including the Uniform Thrift Performance Report, assist 
examiners in scoping and making their preliminary assessments of risks 
during the planning phase of the examination.
    A risk-focused review of the information from an institution's TFR 
allows examiners to make preliminary risk assessments prior to on-site 
work. The degree of perceived risk determines the extent of the 
examination procedures that examiners initially plan for each risk 
area. If the outcome of these procedures reveals a higher level of risk 
in a particular area, the examiner adjusts the examination scope and 
procedures accordingly.
    TFR data are also a vital source of information for the monitoring 
and regulatory activities of OTS. Among their benefits, these 
activities aid in determining whether the frequency of an institution's 
examination cycle should remain at maximum allowed time intervals, 
thereby lessening overall regulatory burden. More risk-focused TFR data 
enhance the ability of OTS to assess whether an institution is 
experiencing changes in its risk profile that warrant immediate follow-
up, which may include accelerating the timing of an on-site 
examination.
    In developing this proposal, OTS considered a range of potential 
information needs, particularly in the areas of credit risk, liquidity, 
and liabilities, and identified those additions to the TFR that are 
most critical and relevant to OTS in fulfilling its supervisory 
responsibilities. At the same time, OTS identified certain existing TFR 
line items that are no longer sufficiently critical or useful to 
warrant their continued collection. OTS recognizes that the reporting 
burden that would result from the addition to the TFR of the new items 
discussed in this proposal would not be fully offset by the proposed 
elimination of, or establishment of reporting thresholds for, a limited 
number of other TFR items, thereby resulting in a net increase in 
reporting burden. After savings associations make any necessary changes 
to their systems and records, OTS estimated that these reporting 
changes would produce an average net increase of 2.0 hours per 
institution per year in the ongoing reporting burden of the TFR. 
Nevertheless, when viewing these proposed revisions to the TFR within a 
larger context, they are intended to maintain the effectiveness of the 
on- and off-site supervision activities of the OTS, which should help 
to control the overall regulatory burden on institutions.

II. Current Actions

    On October 1, 2008, OTS requested comment on proposed revisions to 
the Thrift Financial Report (73 FR 57205). The proposed changes were to 
be implemented on a phased-in basis during 2009. A limited group of 
changes was proposed to take effect March 31, 2009; most revisions were 
proposed to take effect June 30, 2009; and a final group of revisions 
was proposed to take effect December 31, 2009.\1\
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    \1\ In addition, on November 26, 2008, OMB approved the Federal 
banking agencies' joint emergency clearance requests to add two 
items to Call Report Schedule RC-O, Other Data for Deposit Insurance 
and FICO Assessments, and to TFR Schedule DI--Consolidated Deposit 
Information--that are effective December 31, 2008, and that are 
applicable to all institutions participating in the FDIC's 
Transaction Account Guarantee Program. A participating institution 
must report the amount and number of its noninterest-bearing 
transaction accounts, as defined in the FDIC's regulations governing 
the program, of more than $250,000 in Call Report Schedule RC-O, 
Memorandum items 4.a and 4.b, or in TFR Schedule DI, lines DI570 and 
DI575. The FDIC will use this information to calculate assessments 
for participants in the Transaction Account Guarantee Program. 
Because OMB's approval of the agencies' emergency clearance request 
expires on May 31, 2009, the agencies proposed on December 23, 2008, 
under OMB's normal clearance procedures to collect these two items 
each quarter until the Transaction Account Guarantee Program ends. 
See 73 FR 78794.
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    OTS received one comment letter on the proposed revisions from a 
trade group representing banks and savings associations of all sizes. 
The trade group noted the added burden the proposed revisions would 
place on institutions filing the TFR and asked that OTS adopt only 
those changes essential to its mission. The trade group commented on a 
reporting issue that was not addressed in the original proposal and 
recommended a revision requiring institutions to report ``reciprocal 
deposits'' \2\ separately from brokered deposits. OTS will consider 
this recommendation concerning reciprocal deposits when it next 
assesses the need and basis for possible future revisions to the TFR. 
This commenter also commented on the reporting of sweep accounts from 
other institutions, including affiliated institutions, noting that the 
TFR may need to be revised depending on the resolution of how such 
accounts are treated for deposit insurance assessment purposes.
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    \2\ The trade group also recommended that ``reciprocal deposit'' 
be defined as a deposit ``obtained when an insured depository 
institution exchanges funds, dollar-for-dollar, with members of a 
network of other insured depository institutions, where each member 
of the network sets the interest rate to be paid on the entire 
amount of funds it places with other network members, and all funds 
placed through the network are fully insured by the FDIC.''
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    After considering the comments received on the proposal, OTS has 
decided to move forward with most of the reporting changes, with 
limited modifications in response to certain comments, on the phased-in 
basis that had been proposed. Sections III, IV, and V of this notice 
identify the changes proposed to take effect March 31, June 30, and 
December 31, 2009, respectively; and discuss the comments received on 
the proposed TFR revisions that OTS has decided to implement, as 
modified.
    OTS recognizes institutions' need for lead time to prepare for 
reporting changes, and thus proposed the phased-in implementation 
schedule for 2009. TFR items that will be new or revised effective 
March 31, 2009, are limited in number and most are linked to changes in 
generally accepted accounting principles taking effect at the same 
time. For the March 31, 2009, report date, thrifts may provide 
reasonable estimates for any new or revised TFR item initially required 
to be reported as of that date for which the requested information is 
not readily available. This same policy on the use of reasonable 
estimates will apply to the reporting of other new or revised items 
when they are first implemented effective June 30 and December 31, 
2009. The specific wording of the captions for the new or revised TFR 
line items discussed in this notice and the numbering of these items 
should be regarded as preliminary.

III. TFR Revisions Proposed for March 2009

    OTS received no comments on revisions proposed in response to 
accounting changes applicable to noncontrolling (minority) interests in 
consolidated subsidiaries; and to a reporting addition for other-than-
temporary impairment charges on debt and equity securities. Therefore, 
these revisions will be implemented in March 2009 as proposed.

A. Background

    In December 2007, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 160, ``Noncontrolling 
Interests in Consolidated Financial Statements'' (FAS 160). Under this 
Statement, a noncontrolling interest, formerly referred to as a 
minority interest, is that portion of total stockholders' equity and 
total net income or loss that is not attributable, directly or 
indirectly, to the parent; that

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is, to the controlling interest. FAS 160 changes the placement of the 
noncontrolling interest on the balance sheet and income statement. For 
savings associations and holding companies with a calendar year-end, 
the Statement becomes effective in the first quarter of 2009. 
Accordingly, OTS proposes to make certain changes to Schedules SC, SO, 
HC, and CCR.

B. Elimination of Existing Items

    1. As a result of the issuance of FAS 160 (see Background above), 
OTS will eliminate line CCR190, Minority Interest in Includable 
Subsidiaries.

C. Revision of Existing Items

    1. As a result of the issuance of FAS 160 (see Background above), 
OTS will revise the captions of lines SC80 from ``Total Equity 
Capital'' to ``Total Savings Association Equity Capital'', SC800 from 
``Minority Interest'' to ``Noncontrolling Interests in Consolidated 
Subsidiaries'', SC90 from ``Total Liabilities, Minority Interest, and 
Equity Capital'' to ``Total Liabilities and Equity Capital'', SO 91 
from ``Net Income (Loss)'' to ``Net Income (Loss) Attributable to 
Savings Association'', HC620 from ``Minority Interest'' to 
``Noncontrolling Interests in Consolidated Subsidiaries'', HC640 from 
``Consolidated Net Income for the Quarter'' to ``Consolidated Net 
Income (Loss) Attributable to Holding Company'', CCR100 from ``Total 
Equity Capital (SC80)'' to ``Total Equity Capital (SC84)'', and CCR105 
from ``Minority Interest in Nonincludable Subsidiaries'' to 
``Investments in, Advances to, and Noncontrolling Interests in 
Nonincludable Subsidiaries''.

D. New Items

    1. As a result of the issuance of FAS 160 (see Background above), 
OTS proposes to add lines SC84, Total Equity Capital; SO88, Net Income 
(Loss) Attributable to Savings Association and Noncontrolling 
Interests; SO880, Net Income (Loss) Attributable to Noncontrolling 
Interests; and HC635, Consolidated Net Income (Loss) Attributable to 
Holding Company and Noncontrolling Interests.
    2. To separately capture impairment charges on debt and equity 
securities, OTS proposes to add line SO441, Other-than-Temporary 
Impairment Charges on Debt and Equity Securities.

E. Eliminating Confidential Treatment of Schedule FS and Schedule HC 
Data

    OTS has, to this point, provided confidential treatment to some of 
the information that certain institutions report in Schedule FS--
Fiduciary and Related Services, on fiduciary and related services 
income, settlements, surcharges and other losses reported on lines 
FS310 through FS35, and FS710 through FS70. OTS also accords 
confidential treatment to all of the information that certain 
institutions report in Schedule HC--Thrift Holding Company.
    An important public policy issue for the federal banking regulatory 
agencies has been how to use market discipline to complement 
supervisory resources. Market discipline relies on market participants 
having sufficient appropriate information about the financial condition 
and risks of banks, thrifts, and their holding companies. The TFR is 
widely used by securities analysts, rating agencies, and large 
institutional investors as sources of thrift-specific data. Disclosure 
that increases transparency should lead to more accurate market 
assessments of individual banks' performance and risks. This, in turn, 
should result in more effective market discipline on thrifts. For these 
reasons, we proposed eliminating the confidential treatment of data 
reported on schedules FS and HC.
1. Eliminating Confidential Treatment of Schedule FS Data
    The trade group commenting on the proposed revisions opposed 
eliminating the confidential treatment of fiduciary income and loss 
data, stating that the agencies' original reason for according 
confidential treatment to these data, i.e., that these data generally 
pertain to only a portion of a reporting institution's total operations 
and not to the institution as a whole, still holds true. This commenter 
also cited significant competitive concerns with the proposed 
elimination of confidential treatment because making income and loss 
data publicly available ``may make it possible for competitors to 
deduce'' an individual institution's fee schedules. In addition, this 
commenter believed that these publicly disclosed data may be subject to 
misinterpretation by market participants who would lack a proper 
understanding of the scope of the income and loss data reported in 
Schedule FS because fiduciary income and loss data are presented 
differently in institutions' audited financial statements prepared in 
accordance with GAAP. Therefore, this commenter believes that 
institutions' financial statements can satisfy market participants' 
needs for fiduciary income and loss data. Finally, this commenter 
stated that market participants may be confused or misled by the 
fiduciary income and loss information because they would be unable to 
determine the source or specific fiduciary activity giving rise to the 
income or loss.
    Data on fiduciary and related services income and losses is treated 
as confidential on an individual institution basis. Nevertheless, OTS 
publishes aggregate data derived from these confidential items. OTS 
does not preclude institutions from publicly disclosing the fiduciary 
and related services income and loss data that the agencies treat as 
confidential.
    In addition, under the Uniform Interagency Trust Rating System, the 
agencies assign a rating to the earnings of an institution's fiduciary 
activities at those institutions with fiduciary assets of more than 
$100 million, which are also the institutions that report their 
fiduciary and related services income and losses in Call Report 
Schedule RC-T and TFR Schedule FS. The agencies' evaluation of an 
institution's trust earnings considers such factors as the 
profitability of fiduciary activities in relation to the size and scope 
of those activities and the institution's overall business, taking this 
into account by functions and product lines. Although the agencies' 
ratings for individual institutions are not publicly available, the 
reason for rating the trust earnings of institutions with more than 
$100 million in fiduciary assets--its effect on the financial condition 
of the institution--means that fiduciary and related services income 
and loss information for these institutions is also relevant to market 
participants and others in the public as they seek to evaluate the 
financial condition and performance of individual institutions. 
Increasing the transparency of institutions' fiduciary activities by 
making individual institutions' fiduciary income and loss data 
available to the public should improve the market's ability to assess 
these institutions' performance and risks and thereby enhance market 
discipline.
    Although the fiduciary income and loss data currently reported in 
Schedule FS and afforded confidential treatment apply only to a portion 
of an institution rather than an entire institution, all other data 
collected in Schedule FS of the TFR is publicly available, even when 
the data relates only to portions of an institution's activities.
    OTS continues to believe that the benefit of increased transparency 
from the full disclosure of fiduciary income and loss data will improve 
market discipline by enhancing the market's ability to assess 
institution-specific performance and risks. After carefully considering 
the comments on the public availability of fiduciary income and loss 
data reported in Schedule FS, OTS is

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adopting the proposal to eliminate the confidential treatment of such 
data beginning with the data reported as of March 31, 2009.
2. Eliminating Confidential Treatment of Schedule HC Data
    The trade group commenting on the proposed revisions recommended a 
bifurcated approach to eliminating the confidential treatment of 
Schedule HC data filed by holding companies. The commenter felt that 
eliminating confidential treatment of Schedule HC data is appropriate 
for publicly-held thrift holding companies, but should not be 
eliminated for privately-held thrift holding companies. However, many 
public requests are received for these data. In addition, some rating 
agencies have indicated thrift holding company debt ratings suffer due 
to the lack of publicly available data. Additionally, Federal Reserve 
Board Schedule Y-9 filed by bank holding companies is publicly 
available on consolidated and unconsolidated bases for both publicly 
and privately owned bank holding companies. It is reasonable that OTS 
should be consistent with the FRB's treatment of holding company 
financial information.
    Thus, after carefully considering the comments on the public 
availability of Schedule HC data, OTS is adopting the proposal to 
eliminate the confidential treatment of such data beginning with the 
data reported as of March 31, 2009.

IV. TFR Revisions Proposed for June 2009

    OTS received no comments related to the following revisions 
proposed to be effective as of June 2009. Accordingly, these revisions 
are adopted as proposed.

A. Elimination of Existing Items

1. Schedule SI--Consolidated Supplemental Information
    SI805, Do you sell private-label or third-party mutual funds and 
annuities?; and
    SI860, Fee Income from the Sale and Servicing of Mutual Funds and 
Annuities.
    Line SI805 is a yes/no question regarding the sale of private label 
or third party mutual funds and annuities. Line SI860 reports the 
amount of fee income from the sale and servicing of mutual funds and 
annuities. Institutions that provided a yes response to line SI805 will 
now provide the same response to new line SI910. OTS believes the data 
reported in line SI860 can be collected independently of the TFR 
reporting system during the examination process.

B. Revisions of Existing Items

    1. Revising the caption for line SO430 from ``Noninterest Income--
Net Income (Loss) from Other--Sale of Assets Held for Sale and 
Available-for-Sale Securities'' to ``Noninterest Income--Net Income 
(Loss) from Other--Sale of Available-for-Sale Securities'' to 
separately report gains and losses on the sale of available-for-sale 
securities from gains and losses on loans and leases held for sale and 
on other assets held for sale. Gains and losses on loans and leases 
held for sale and on other assets held for sale would be reported in 
new lines SO431 and SO432 described below; and
    2. Revising the language for question HC840 from ``Is the holding 
company or any of its subsidiaries regulated by a foreign financial 
services regulator?'' to ``Is the holding company or any of its 
affiliates conducting operations outside of the U.S. through a foreign 
branch or subsidiary?'' This line is being revised to more fully 
identify holding companies with foreign operations, including parallel 
banking operations. A parallel banking organization exists when at 
least one U.S. bank and one foreign financial institution are 
controlled either directly or indirectly by the same person or group of 
persons who are closely associated in their business dealings or 
otherwise acting together, but are not subject to consolidated 
supervision by a single home country supervisor. A foreign financial 
institution includes a holding company of the foreign bank and any U.S. 
or foreign affiliates of the foreign bank.

C. New Items

1. Noninterest Income
    OTS proposes to add two lines related to gains and losses on the 
sale of loans and leases held for sale and on other assets held for 
sale:
    SO431, Noninterest Income--Net Income (Loss) from Other--Sale of 
Loans and Leases Held for Sale; and
    SO432, Noninterest Income--Net Income (Loss) from Other--Sale of 
Other Assets Held for Sale.
    These new lines, in conjunction with the revised line SO430 
described above, will allow thrifts to separately report gains and 
losses on the sale of available-for-sale securities, on loans and 
leases held for sale, and on other assets held for sale.
2. Loans in Process of Foreclosure
    OTS proposes to add a series of eight lines to Schedule PD related 
to loans in the process of foreclosure:
    PD40, Total Loans in Process of Foreclosure;
    PD415, Construction Loans in Process of Foreclosure;
    PD421, 1-4 Dwelling Units Secured by Revolving Open-End Loans in 
Process of Foreclosure;
    PD423, 1-4 Dwelling Units Secured by First Liens in Process of 
Foreclosure;
    PD424, 1-4 Dwelling Units Secured by Junior Liens in Process of 
Foreclosure;
    PD425, Multifamily (5 or more) Dwelling Units in Process of 
Foreclosure;
    PD435, Nonresidential Property (Except Land) in Process of 
Foreclosure; and
    PD438, Land Loans in Process of Foreclosure.
    OTS believes these new line items will provide additional detail on 
the various types of real estate loans in the process of foreclosure. 
With these new data items, OTS will be better able to monitor the asset 
quality and risk profiles of thrifts.
    Thrifts would report total unpaid principal balance of loans 
secured by the various types of real estate for which formal 
foreclosure proceedings to seize the real estate collateral have 
started and are ongoing as of quarter-end, regardless of the date the 
foreclosure procedure was initiated. Loans would be classified as in 
process of foreclosure according to local requirements.
3. Construction Loans With Capitalized Interest
    OTS proposes to add a series of six lines to Schedule LD related to 
construction loans with capitalized interest:
    LD710, Construction Loans on 1--4 Dwelling Units with Capitalized 
Interest;
    LD715, Capitalized Interest on Construction Loans on 1--4 Dwelling 
Units Included in Current Quarter Income;
    LD720, Construction Loans on Multifamily (5 or More) Dwelling Units 
with Capitalized Interest;
    LD725, Capitalized Interest on Construction Loans on Multifamily (5 
or More) Dwelling Units Included in Current Quarter Income;
    LD730, Construction Loans on Nonresidential Property (Except Land) 
with Capitalized Interest; and
    LD735, Capitalized Interest on Construction Loans on Nonresidential 
Property (Except Land) Included in Current Quarter Income.
    OTS believes these new line items will provide additional detail on 
the use of capitalized interest in connection with various types of 
construction

[[Page 6090]]

loans. With these new data items, OTS will be better able to monitor 
the risk profiles of thrifts with concentrations of construction loans.
4. Collateralized Debt Obligations, Collateralized Loan Obligations, 
and Commercial Mortgage-Backed Securities (CMBSs)
    OTS proposes to add a series of six lines to Schedule LD to provide 
additional reporting detail on collateralized debt obligations (CDOs), 
collateralized loan obligations (CLOs), and commercial mortgage-backed 
securities (CMBSs):
    LD750, Collateralized Debt Obligations: Carrying Value;
    LD755, Collateralized Debt Obligations: Market Value;
    LD760, Collateralized Loan Obligations: Carrying Value;
    LD765, Collateralized Loan Obligations: Market Value;
    LD770, Commercial Mortgage-Backed Securities: Carrying Value; and
    LD775, Commercial Mortgage-Backed Securities: Market Value.
    CDOs are a type of asset-backed security and structured credit 
product. CDOs are constructed from a portfolio of fixed-income assets 
that are pooled together and passed on to different classes of owners.
    CLOs are a type of asset-backed security and structured credit 
product. CLOs are structured from a portfolio of nonmortgage business 
loans that are pooled together and passed on to different classes of 
owners.
    CMBSs are a type of asset-backed security and structured credit 
product. CMBSs are structured from a portfolio of commercial mortgage 
loans that are pooled together and passed on to different classes of 
owners.
5. Recourse Obligations on Loans in Line CC468
    OTS proposes to add two lines to Schedule CC related to recourse 
obligations on loans in CC468, Amount of Recourse Obligations on Assets 
in CC455 (Line CC455 is the Total Principal Amount of Assets Covered by 
Recourse Obligations or Direct Credit Substitutes):
    CC469, Amount of Recourse Obligations on Loans in CC468 where 
Recourse Is Limited to 120 Days or Less; and
    CC471, Amount of Recourse Obligations on Loans in CC468 where 
Recourse Extends Beyond 120 Days.
    OTS believes these new line items will provide additional detail on 
the amount of assets with recourse obligations held by thrifts.
6. Loans Sold With Recourse
    OTS proposes to add two lines to Schedule CF related to loans sold 
during the current reporting period with recourse obligations:
    CF365, Memo--Loans Sold with Recourse of 120 Days or Less; and
    CF366, Memo--Loans Sold with Recourse Greater Than 120 Days.
    OTS believes these new line items will provide additional detail on 
the quarterly amount of loans sold with recourse obligations held by 
thrifts.
7. Additions for Deposit Assessment-Related Purposes
    At the request of the Federal Deposit Insurance Corporation for 
deposit assessment-related purposes, the OTS proposes to add the 
following seven lines to Schedule DI:
    DI630, Unsecured Federal Funds Purchased;
    DI635, Secured Federal Funds Purchased;
    DI641, Securities Sold Under Agreements to Repurchase;
    DI645, Unsecured ``Other Borrowings''--With a Remaining Maturity of 
One Year or Less;
    DI651, Unsecured ``Other Borrowings''--With a Remaining Maturity of 
Over One Year;
    DI655, Subordinated Debentures--With a Remaining Maturity of One 
Year or Less; and
    DI660, Subordinated Debentures--With a Remaining Maturity of Over 
One Year.
    The additional reporting detail by maturity is proposed as the FDIC 
plans to provide a reduction in assessment rates to institutions with 
longer-term unsecured borrowings and subordinated debt. The FDIC 
believes that such borrowing and debt will likely remain when an 
institution fails, thus providing a cushion to help protect the Deposit 
Insurance Fund.
    The trade group commenting on the proposed revisions expressed 
support for the reporting of maturity distributions of unsecured other 
borrowings and subordinated debt on Schedule DI, stating that the data 
would enable the FDIC to implement an adjustment to the risk-based 
assessment system so that insured depository institutions with greater 
amounts of general unsecured long-term liabilities could be rewarded 
with a lower assessment rate.
8. Pledged Loans and Securities
    OTS proposes to add two lines to Schedule SI related to loans and 
securities pledged as collateral for loans:
    SI394, Pledged Loans; and
    SI395, Pledged Trading Assets.
    OTS believes these new line items will provide additional detail on 
the amount of loans and securities pledged by thrifts as collateral for 
loans. These data items will permit OTS to better monitor the risk 
profiles of thrifts with concentrations of pledged loans and securities 
and are consistent with reporting being added to the Call Report in 
2009.
9. Questions Relating to Thrift Activities
    OTS proposes to add the following four new questions to Schedule 
SI:
    SI900, ``Does the institution, without trust powers, act as trustee 
or custodian for Individual Retirement Accounts, Health Savings 
Accounts, and other similar accounts that are invested in non-deposit 
products?'';
    SI905, ``Does the institution provide custody, safekeeping or other 
services involving the acceptance of orders for the sale or purchase of 
securities?'';
    SI910, ``Does the institution engage in third party broker 
arrangements, commonly referred to as ``networking'', to sell 
securities products or services to thrift customers?''; and
    SI915, ``Does the institution sweep deposit funds into any open-end 
investment management company registered under the Investment Company 
Act of 1940 that holds itself out as a money market fund?''.
    The questions relate to certain brokerage activities such as 
whether a thrift is a trustee or custodian for certain types of 
accounts or provides certain services in connection with orders for 
securities transactions regardless of whether the thrift exercises 
trust powers.
10. Holding Company Data
    OTS proposes to add a series of 30 lines to Schedule HC to provide 
additional detailed data on the thrift holding company parent and on a 
consolidated basis:
    HC221, Parent Only Perpetual Preferred Stock: Cumulative;
    HC222, Parent Only Perpetual Preferred Stock: Noncumulative;
    HC223, Parent Only Common Stock: Par Value;
    HC224, Parent Only Common Stock: Paid in Excess of Par;
    HC225, Parent Only Accumulated Other Comprehensive Income: 
Unrealized Gains (Losses) on Available-for-Sale Securities;
    HC226, Parent Only Accumulated Other Comprehensive Income: Gains 
(Losses) on Cash Flow Hedges;
    HC227, Parent Only Accumulated Other Comprehensive Income: Other;
    HC228, Parent Only Retained Earnings;

[[Page 6091]]

    HC229, Parent Only Other Components of Equity Capital;
    HC301, Parent Only Cash, Deposits, and Investment Securities;
    HC505, Parent Only Interest Income;
    HC509, Parent Only Total Income;
    HC570, Parent Only Total Expense;
    HC571, Parent Only Total Income Taxes;
    HC575, Parent Only Dividends Paid;
    HC601, Consolidated Cash, Deposits, and Investment Securities;
    HC621, Consolidated Perpetual Preferred Stock: Cumulative;
    HC622, Consolidated Perpetual Preferred Stock: Noncumulative;
    HC623, Consolidated Common Stock: Par Value;
    HC624, Consolidated Common Stock: Paid in Excess of Par;
    HC625, Consolidated Accumulated Other Comprehensive Income: 
Unrealized Gains (Losses) on Available-for-Sale Securities;
    HC626, Consolidated Accumulated Other Comprehensive Income: Gains 
(Losses) on Cash Flow Hedges;
    HC627, Consolidated Accumulated Other Comprehensive Income: Other;
    HC628, Consolidated Only Retained Earnings;
    HC629, Consolidated Only Other Components of Equity Capital.
    HC705, Consolidated Interest Income;
    HC709, Consolidated Total Income;
    HC770, Consolidated Total Expense;
    HC771, Consolidated Total Income Taxes; and
    HC775, Consolidated Dividends Paid.
    OTS believes these new line items will provide additional detail on 
thrift holding companies. With these new data items, OTS will be better 
able to monitor the risk profiles of thrift holding companies.

D. Comments Addressing June 30, 2009, Proposed Revisions

    OTS received comments addressing each of the following proposed 
June 30, 2009, revisions:
1. Credit Card Charge-Offs Related to Accrued Interest
    OTS proposes to add a line, VA979, Credit Card Charge-Offs Related 
to Accrued Interest, to capture data on the amount of credit card 
charge-offs that are due to accrued interest. This change is being made 
at the request of the FDIC to improve their deposit insurance premium 
assessment process.
    The commenter noted that compliance with this new line item would 
be difficult for those thrift institutions (including those that use a 
third-party processor for servicing credit cards) that do not presently 
capture data on the amount of credit card charge-offs that are due to 
accrued interest. Since that specific charge-off data is not currently 
required to be reported on the TFR, the accrued interest is sometimes 
added to the credit card loan amount and is not tracked as a separate 
line item. Not all thrift institutions that offer credit cards to their 
customers have the proposed data readily available within the thrift 
institution or from their third-party processor to separately report 
the accrued interest portion of the charge-off.
    The commenter expressed concern that third-party credit card 
processors may not be able to readily provide the new data on the 
amount of credit card charge-offs that are due to accrued interest.
    After considering these comments, OTS has decided to move forward 
with the addition as proposed. OTS believes that the data to be added 
should presently be available within an institution's accounting 
systems.
2. High Loan-to-Value Loans Secured by Multifamily Properties Without 
PMI or Government Guarantee
    The commenter noted generally the need for OTS to provide clear 
instructions for the revisions to be implemented in 2009. Specifically, 
the commenter recommended that OTS provide clear instructions for the 
16 new line items presented below being added to Schedule LD related to 
high loan-to-value loans secured by multifamily properties without 
private mortgage insurance (PMI) or government guarantee:
    LD111, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Balances at Quarter-End: 90% up to 
100% LTV;
    LD121, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Balances at Quarter-End: 100% and 
greater LTV;
    LD211, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Past Due and Still Accruing: 30-89 Days: 90% up to 100% LTV;
    LD221, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Past Due and Still Accruing: 30-89 Days: 100% and greater LTV;
    LD231, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Past Due and Still Accruing: 90 Days or More: 90% up to 100% LTV;
    LD241, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Past Due and Still Accruing: 90 Days or More: 100% and greater LTV;
    LD251, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Nonaccrual: 90% up to 100% LTV;
    LD261, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Past Due and Nonaccrual Balances: 
Nonaccrual: 100% and greater LTV;
    LD311, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Charge-offs and Recoveries: Net 
Charge-offs (including Specific Valuation Allowance Provisions & 
Transfers from General to Specific Allowances): 90% up to 100% LTV;
    LD321, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Charge-offs and Recoveries: Net 
Charge-offs (including Specific Valuation Allowance Provisions & 
Transfers From General to Specific Allowances): 100% and greater LTV;
    LD411, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Purchases: 90% up to 100% LTV;
    LD421, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Purchases: 100% and greater LTV;
    LD431, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Originations: 90% up to 100% LTV;
    LD441, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Originations: 100% and greater 
LTV;
    LD451, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Sales: 90% up to 100% LTV; and
    LD461, High Loan-to-Value Loans Secured by Multifamily Properties 
without PMI or Government Guarantee: Sales: 100% and greater LTV.
    OTS has decided to add these lines as proposed. OTS believes these 
new line items will provide additional detail on high loan-to-value 
loans secured by multifamily properties held by thrifts, including 
detail on delinquencies, nonaccruals, and net charge-offs, and data on 
such loans originated, purchased, or sold during the reporting period. 
With these new data items, OTS will be better able to monitor the risk 
profiles of thrifts with concentrations of

[[Page 6092]]

high loan-to-value multifamily mortgage loans.
3. Deposits Gathered Through CDARS
    OTS proposes to add a line to Schedule DI related to deposits 
gathered through the Certificate of Deposit Account Registry Service 
(CDARS):
    DI230, Deposits Gathered through CDARS.
    CDARS member institutions accept depositor funds and place these 
into certificates of deposit issued by financial institutions in the 
network. This occurs in amounts that ensure that both principal and 
interest are eligible for full FDIC insurance. OTS believes this new 
line item will provide additional detail on the deposit funding sources 
used by thrifts.
    The commenter recommended that the TFR be amended to break out 
``reciprocal'' deposits in a separate line item from broker-originated 
deposits that are currently reported on Schedule DI. A reciprocal 
deposit is obtained when an insured depository institution exchanges 
funds, dollar-for-dollar, with members of a network of other insured 
depository institutions, where each member of the network sets the 
interest rate to be paid on the entire amount of funds it places with 
other network members, and all funds placed through the network are 
fully insured by the FDIC. Such an arrangement enables a member of the 
network to offer its customers a convenient means to obtain access to 
FDIC insurance on large deposits by working solely with the bank or 
thrift with which the customer has a relationship. As a result, the 
bank or thrift is able to accept the large deposits without having to 
post collateral, which in turn makes more funds available to meet the 
credit needs of the community.
    OTS will consider this recommendation concerning reciprocal 
deposits when it next assesses the need and basis for possible future 
revisions to the TFR. OTS has decided to add this line as proposed.

V. TFR Revisions Proposed for December 2009

    OTS received no comments related to the following revisions 
proposed to be effective as of December 2009. Accordingly, these 
revisions are adopted as proposed.

A. Burden-Reducing Revision

1. Eliminating Schedule CSS--Subordinate Organization Schedule
    OTS proposes to eliminate Schedule CSS from the TFR. Twenty-three 
line items are presently collected annually as of December 31, for each 
and every required subordinate organization owned directly or 
indirectly by the savings association. OTS believes these data can be 
collected independently of the TFR reporting system during the normal 
onsite or offsite examination process. In the most recent Schedule CSS 
filing for the reporting period ending December 31, 2007, 337 thrifts 
reported data for 666 subsidiary organizations and 492 thrifts reported 
no Schedule CSS data.

B. New Items

1. Schedule FV--Consolidated Assets and Liabilities Measured at Fair 
Value on a Recurring Basis
    Effective for the March 31, 2007, report date, OTS began collecting 
information on certain assets and liabilities measured at fair value in 
Schedule SI. The data collected on Schedule SI are intended to be 
consistent with the fair value disclosures and other requirements in 
FASB Statement No. 157, Fair Value Measurements (FAS 157).
    Based on the OTS's ongoing review of industry reporting and 
disclosure practices since the inception of this standard, and the 
reporting of items at fair value on Schedule SI, OTS is proposing to 
expand the data collected from thrifts with total assets greater than 
$10 billion.
    To improve the consistency of data collected with the FAS 157 
disclosure requirements and industry disclosure practices, OTS is 
proposing to add a new Schedule FV for thrifts with total assets 
greater than $10 billion to the TFR to expand the detail of fair value 
data collected on Schedule SI in a manner consistent with the asset and 
liability breakdowns on Schedule RC, Balance Sheet, as proposed by the 
banking agencies for the Call Report.
    OTS has determined that the proposed information is necessary to 
more accurately assess the impact of fair value accounting and fair 
value measurements for safety and soundness purposes at the largest 
thrifts. The collection of the information as proposed will facilitate 
and enhance OTS's ability to monitor the extent of fair value 
accounting in thrifts' Reports of Condition pursuant to the disclosure 
requirements of FAS 157. The information to be collected is consistent 
with the disclosures required by FAS 157 and consistent with industry 
practice for reporting fair value measurements and should, therefore, 
not impose significant incremental burden on thrifts with total assets 
greater than $10 billion. The following 75 new line items are proposed 
for Schedule FV:
    FV110, Federal Funds Sold and Securities Purchased Under Agreements 
to Resell--Total Fair Value Reported;
    FV111, Federal Funds Sold and Securities Purchased Under Agreements 
to Resell--Amounts Netted in the Determination of Fair Value;
    FV112, Federal Funds Sold and Securities Purchased Under Agreements 
to Resell--Level 1 Fair Value Measurements;
    FV113, Federal Funds Sold and Securities Purchased Under Agreements 
to Resell--Level 2 Fair Value Measurements;
    FV114, Federal Funds Sold and Securities Purchased Under Agreements 
to Resell--Level 3 Fair Value Measurements;
    FV120, Trading Securities--Total Fair Value Reported;
    FV121, Trading Securities--Amounts Netted in the Determination of 
Fair Value;
    FV122, Trading Securities--Level 1 Fair Value Measurements;
    FV123, Trading Securities--Level 2 Fair Value Measurements;
    FV124, Trading Securities--Level 3 Fair Value Measurements;
    FV130, Available-for-Sale Securities--Total Fair Value Reported;
    FV131, Available-for-Sale Securities--Amounts Netted in the 
Determination of Fair Value;
    FV132, Available-for-Sale Securities--Level 1 Fair Value 
Measurements;
    FV133, Available-for-Sale Securities--Level 2 Fair Value 
Measurements;
    FV134, Available-for-Sale Securities--Level 3 Fair Value 
Measurements;
    FV210, Loans and Leases--Total Fair Value Reported;
    FV211, Loans and Leases--Amounts Netted in the Determination of 
Fair Value;
    FV212, Loans and Leases--Level 1 Fair Value Measurements;
    FV213, Loans and Leases--Level 2 Fair Value Measurements;
    FV214, Loans and Leases--Level 3 Fair Value Measurements;
    FV240, Mortgage Servicing Rights--Total Fair Value Reported;
    FV241, Mortgage Servicing Rights--Amounts Netted in the 
Determination of Fair Value;
    FV242, Mortgage Servicing Rights--Level 1 Fair Value Measurements;
    FV243, Mortgage Servicing Rights--Level 2 Fair Value Measurements;
    FV244, Mortgage Servicing Rights--Level 3 Fair Value Measurements;
    FV250, Derivative Assets--Total Fair Value Reported;
    FV251, Derivative Assets--Amounts Netted in the Determination of 
Fair Value;

[[Page 6093]]

    FV252, Derivative Assets--Level 1 Fair Value Measurements;
    FV253, Derivative Assets--Level 2 Fair Value Measurements;
    FV254, Derivative Assets--Level 3 Fair Value Measurements;
    FV310, All Other Financial Assets--Total Fair Value Reported;
    FV311, All Other Financial Assets--Amounts Netted in the 
Determination of Fair Value;
    FV312, All Other Financial Assets--Level 1 Fair Value Measurements;
    FV313, All Other Financial Assets--Level 2 Fair Value Measurements;
    FV314, All Other Financial Assets--Level 3 Fair Value Measurements;
    FV360, Total Assets Measured at Fair Value on a Recurring Basis--
Total Fair Value Reported;
    FV361, Total Assets Measured at Fair Value on a Recurring Basis--
Amounts Netted in the Determination of Fair Value;
    FV362, Total Assets Measured at Fair Value on a Recurring Basis--
Level 1 Fair Value Measurements;
    FV363, Total Assets Measured at Fair Value on a Recurring Basis--
Level 2 Fair Value Measurements;
    FV364, Total Assets Measured at Fair Value on a Recurring Basis--
Level 3 Fair Value Measurements;
    FV410, Federal Funds Purchased and Securities Sold Under Agreements 
to Repurchase--Total Fair Value Reported;
    FV411, Federal Funds Purchased and Securities Sold Under Agreements 
to Repurchase--Amounts Netted in the Determination of Fair Value;
    FV412, Federal Funds Purchased and Securities Sold Under Agreements 
to Repurchase--Level 1 Fair Value Measurements;
    FV413, Federal Funds Purchased and Securities Sold Under Agreements 
to Repurchase--Level 2 Fair Value Measurements;
    FV414, Federal Funds Purchased and Securities Sold Under Agreements 
to Repurchase--Level 3 Fair Value Measurements;
    FV420, Deposits--Total Fair Value Reported;
    FV421, Deposits--Amounts Netted in the Determination of Fair Value;
    FV422, Deposits--Level 1 Fair Value Measurements;
    FV423, Deposits--Level 2 Fair Value Measurements;
    FV424, Deposits--Level 3 Fair Value Measurements;
    FV440, Subordinated Debentures--Total Fair Value Reported;
    FV441, Subordinated Debentures--Amounts Netted in the Determination 
of Fair Value;
    FV442, Subordinated Debentures--Level 1 Fair Value Measurements;
    FV443, Subordinated Debentures--Level 2 Fair Value Measurements;
    FV444, Subordinated Debentures--Level 3 Fair Value Measurements;
    FV460, Other Borrowings--Total Fair Value Reported;
    FV461, Other Borrowings--Amounts Netted in the Determination of 
Fair Value;
    FV462, Other Borrowings--Level 1 Fair Value Measurements;
    FV463, Other Borrowings--Level 2 Fair Value Measurements;
    FV464, Other Borrowings--Level 3 Fair Value Measurements;
    FV470, Derivative Liabilities--Total Fair Value Reported;
    FV471, Derivative Liabilities--Amounts Netted in the Determination 
of Fair Value;
    FV472, Derivative Liabilities--Level 1 Fair Value Measurements;
    FV473, Derivative Liabilities--Level 2 Fair Value Measurements;
    FV474, Derivative Liabilities--Level 3 Fair Value Measurements;
    FV490, All Other Financial Liabilities--Total Fair Value Reported;
    FV491, All Other Financial Liabilities--Amounts Netted in the 
Determination of Fair Value;
    FV492, All Other Financial Liabilities--Level 1 Fair Value 
Measurements;
    FV493, All Other Financial Liabilities--Level 2 Fair Value 
Measurements;
    FV494, All Other Financial Liabilities--Level 3 Fair Value 
Measurements;
    FV510, Total Liabilities Measured at Fair Value on a Recurring 
Basis--Total Fair Value Reported;
    FV511, Total Liabilities Measured at Fair Value on a Recurring 
Basis--Amounts Netted in the Determination of Fair Value;
    FV512, Total Liabilities Measured at Fair Value on a Recurring 
Basis--Level 1 Fair Value Measurements;
    FV513, Total Liabilities Measured at Fair Value on a Recurring 
Basis--Level 2 Fair Value Measurements; and
    FV514, Total Liabilities Measured at Fair Value on a Recurring 
Basis--Level 3 Fair Value Measurements.

C. Comments Addressing December 31, 2009, Proposed Revisions to 
Schedule FS

    OTS received comments addressing the following proposed December 
31, 2009, revisions to Schedule FS:
1. Fiduciary and Related Services Data
    The revisions to Schedule FS include breaking out foundations and 
endowments as well as investment advisory agency accounts as separate 
types of fiduciary accounts in the schedule's sections for reporting 
fiduciary and related assets and income; adding items for Individual 
Retirement Accounts and similar accounts included in fiduciary and 
related assets; expanding the breakdown of managed assets by type of 
asset to cover all types of fiduciary accounts; revising the manner in 
which discretionary investments in common trust funds and collective 
investment funds are reported in the breakdown of managed assets by 
type of asset and adding new asset types to this breakdown of managed 
assets; adding items for the market value of discretionary investments 
in proprietary mutual funds and the number of managed accounts holding 
such investments; and adding items for the number and principal amount 
outstanding of debt issues in substantive default for which the 
institution serves as indenture trustee.
    The following 14 line items would be revised in Schedule FS:
    Revising the caption for line FS260 from ``Investment Management 
Agency Accounts--Amount of Managed Assets'' to ``Investment Management 
and Investment Advisory Accounts--Amount of Managed Assets'';
    Revising the caption for line FS262 from ``Investment Management 
Agency Accounts--Number of Managed Accounts'' to ``Investment 
Management and Investment Advisory Accounts--Number of Managed 
Accounts'';
    Revising the caption for line FS360 from ``Investment Management 
Agency Accounts'' to ``Investment Management & Investment Advisory 
Accounts'';
    Revising line FS410 to Noninterest-Bearing Deposits--Personal Trust 
and Agency, Investment Management Agency Accounts;
    Revising line FS415 to Interest-Bearing Deposits--Personal Trust 
and Agency, Investment Management Agency Accounts;
    Revising line FS420 to U.S. Treasury and U.S. Government Agency 
Obligations--Personal Trust and Agency, Investment Management Agency 
Accounts;
    Revising line FS425 to State, County, and Municipal Obligations--
Personal Trust and Agency, Investment Management Agency Accounts;
    Revising line FS430 to Common Trust Funds and Collective Investment 
Funds--Personal Trust and Agency, Investment Management Agency 
Accounts;
    Revising line FS435 to Mutual Funds--Equity--Employee Benefit and 
Other Individual Retirement Accounts;

[[Page 6094]]

    Revising line FS440 to Mutual Funds--Money Market--All Other 
Accounts;
    Revising line FS445 to Mutual Funds--Other--Total;
    Revising line FS450 to Short-Term Obligations--Personal Trust and 
Agency, Investment Management Agency Accounts;
    Revising line FS455 to Other Notes and Bonds--Personal Trust and 
Agency, Investment Management Agency Accounts; and
    Revising line FS460 to Common and Preferred Stocks--Personal Trust 
and Agency, Investment Management Agency Accounts.
    The following 74 line items would be added to Schedule FS:
    FS234, IRAs, HSAs, and Similar Accounts--Amount of Managed Assets;
    FS235, IRAs, HSAs, and Similar Accounts--Amount of Nonmanaged 
Assets;
    FS236, IRAs, HSAs, and Similar Accounts--Number of Managed 
Accounts;
    FS237, IRAs, HSAs, and Similar Accounts--Number of Nonmanaged 
Accounts;
    FS261, Investment Management and Investment Advisory Accounts--
Amount of Nonmanaged Assets;
    FS263, Investment Management and Investment Advisory Accounts--
Number of Nonmanaged Accounts;
    FS264, Foundations and Endowments--Amount of Managed Assets;
    FS265, Foundations and Endowments--Amount of Nonmanaged Assets;
    FS266, Foundations and Endowments--Number of Managed Accounts;
    FS267, Foundations and Endowments--Number of Nonmanaged Accounts;
    FS411, Noninterest-Bearing Deposits--Employee Benefit and Other 
Individual Retirement Accounts;
    FS412, Noninterest-Bearing Deposits--All Other Accounts;
    FS413, Noninterest-Bearing Deposits--Total;
    FS416, Interest-Bearing Deposits--Employee Benefit and Other 
Individual Retirement Accounts;
    FS417, Interest-Bearing Deposits--All Other Accounts;
    FS418, Interest-Bearing Deposits--Total;
    FS421, U.S. Treasury and U.S. Government Agency Obligations--
Employee Benefit and Other Individual Retirement Accounts;
    FS422, U.S. Treasury and U.S. Government Agency Obligations--All 
Other Accounts;
    FS423, U.S. Treasury and U.S. Government Agency Obligations--Total;
    FS426, State, County, and Municipal Obligations--Employee Benefit 
and Other Individual Retirement Accounts;
    FS427, State, County, and Municipal Obligations--All Other 
Accounts;
    FS428, State, County, and Municipal Obligations--Total;
    FS430, Common Trust Funds and Collective Investment Funds--Personal 
Trust and Agency, Investment Management Agency Accounts;
    FS431, Common Trust Funds and Collective Investment Funds--Employee 
Benefit and Other Individual Retirement Accounts;
    FS432, Common Trust Funds and Collective Investment Funds--All 
Other Accounts;
    FS433, Common Trust Funds and Collective Investment Funds--Total;
    FS434, Mutual Funds--Equity--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS435, Mutual Funds--Equity--Employee Benefit and Other Individual 
Retirement Accounts;
    FS436, Mutual Funds--Equity--All Other Accounts;
    FS437, Mutual Funds--Equity--Total;
    FS438, Mutual Funds--Money Market--Personal Trust and Agency, 
Investment Management Agency Accounts;
    FS439, Mutual Funds--Money Market--Employee Benefit and Other 
Individual Retirement Accounts;
    FS440, Mutual Funds--Money Market--All Other Accounts;
    FS441, Mutual Funds--Money Market--Total;
    FS442, Mutual Funds--Other--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS443, Mutual Funds--Other--Employee Benefit and Other Individual 
Retirement Accounts;
    FS444, Mutual Funds--Other--All Other Accounts;
    FS445, Mutual Funds--Other--Total;
    FS450, Short-Term Obligations--Personal Trust and Agency, 
Investment Management Agency Accounts;
    FS451, Short-Term Obligations--Employee Benefit and Other 
Individual Retirement Accounts;
    FS452, Short-Term Obligations--All Other Accounts;
    FS453, Short-Term Obligations--Total;
    FS455, Other Notes and Bonds--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS456, Other Notes and Bonds--Employee Benefit and Other Individual 
Retirement Accounts;
    FS457, Other Notes and Bonds--All Other Accounts;
    FS458, Other Notes and Bonds--Total;
    FS460, Common and Preferred Stocks--Personal Trust and Agency, 
Investment Management Agency Accounts;
    FS461, Common and Preferred Stocks--Employee Benefit and Other 
Individual Retirement Accounts;
    FS462, Common and Preferred Stocks--All Other Accounts;
    FS463, Common and Preferred Stocks--Total;
    FS465, Real Estate Mortgages--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS466, Real Estate Mortgages--Employee Benefit and Other Individual 
Retirement Accounts;
    FS467, Real Estate Mortgages--All Other Accounts;
    FS468, Real Estate Mortgages--Total;
    FS470, Real Estate--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS471, Real Estate--Employee Benefit and Other Individual 
Retirement Accounts;
    FS472, Real Estate--All Other Accounts;
    FS473, Real Estate--Total;
    FS475, Miscellaneous Assets--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS476, Miscellaneous Assets--Employee Benefit and Other Individual 
Retirement Accounts;
    FS477, Miscellaneous Assets--All Other Accounts;
    FS478, Miscellaneous Assets--Total;
    FS480, Investments in Unregistered Funds and Private Equity 
Investments--Personal Trust and Agency, Investment Management Agency 
Accounts;
    FS481, Investments in Unregistered Funds and Private Equity 
Investments--Employee Benefit and Other Individual Retirement Accounts;
    FS482, Investments in Unregistered Funds and Private Equity 
Investments--All Other Accounts;
    FS483, Investments in Unregistered Funds and Private Equity 
Investments--Total;
    FS490, Total Managed Assets--Personal Trust and Agency, Investment 
Management Agency Accounts;
    FS491, Total Managed Assets--Employee Benefit and Other Individual 
Retirement Accounts;
    FS492, Total Managed Assets--All Other Accounts;
    FS493, Total Managed Assets--Total;
    FS495, Investments of Managed Fiduciary Accounts in Advised or 
Sponsored Mutual Funds--Market Value of Discretionary Investments in 
Proprietary Mutual Funds;
    FS496, Investments of Managed Fiduciary Accounts in Advised or

[[Page 6095]]

Sponsored Mutual Funds--Number of Managed Assets Holding Investments in 
Proprietary Mutual Funds;
    FS516, Corporate and Municipal Trusteeships--Issues Reported in 
FS520 and FS515 that are in Default--Number of Issues; and
    FS517, Corporate and Municipal Trusteeships--Issues Reported in 
FS520 and FS515 that are in Default--Principal Amount Outstanding.
    One trade association submitted comments on the proposed changes to 
Schedule FS. This commenter requested that the effective date for the 
proposed changes to Schedule FS be extended from December 31, 2009, to 
December 31, 2010, in order to provide vendors whose systems track the 
data reported in this schedule additional time for system programming 
revisions. The commenter indicated that vendors are currently devoting 
programming resources to changes necessitated by the joint Securities 
and Exchange Commission and Federal Reserve Board Regulation R--
Exceptions for Banks from the Definition of Broker in the Securities 
Exchange Act of 1934. This commenter also stated that some banks use 
multiple systems to track the default status of debt issues under 
corporate trusteeships and that moving to a single system of record for 
tracking these debt issues would impose significant costs and require a 
longer implementation period than proposed.
    After carefully considering these comments, OTS has decided to 
retain the December 31, 2009, effective date for the proposed changes. 
OTS is not requiring that trust institutions change from their use of 
multiple systems for corporate trusteeships or that they develop a 
single system of record for such trusteeships. In addition, OTS notes 
that institutions are to start complying with Regulation R beginning 
the first day of their fiscal year commencing after September 30, 2008 
(i.e., January 1, 2009, for most institutions), which implies that 
programming changes should be complete or nearing completion. 
Furthermore, as previously stated, the agencies' policy is to permit 
institutions to provide reasonable estimates for any new or revised TFR 
item as of the report date for which the new or revised item is 
initially required to be reported. The ability to report reasonable 
estimates applies to the Schedule FS revisions that will be implemented 
as of December 31, 2009, which will afford trust institutions and their 
vendors additional time--either one quarter or one year, depending on 
the item and frequency with which a particular institution must submit 
Schedule FS--to complete any necessary system changes.

A. IRAs, HSAs, and Other Similar Accounts

    IRAs, HSAs, and other similar accounts represent a large category 
of individual benefit and retirement-related accounts administered by 
trust institutions for which OTS does not collect specific data. At 
present, data for retirement-related accounts is included in the totals 
reported for ``Other retirement accounts'' and ``Custody and 
safekeeping accounts'' in the Fiduciary and Related Assets section of 
Schedule FS (FS240 through 243 and FS280 and 281). Significant growth 
in IRAs and HSAs administered by trust institutions is expected. IRAs, 
HSAs, and other similar accounts for individuals have risk 
characteristics that differ from employee benefit plans covered by the 
Employee Retirement Income Security Act (ERISA). To identify trust 
institutions experiencing significant changes in the number of and 
market value of assets in these types of accounts for supervisory 
follow-up and to monitor both aggregate and individual trust 
institution growth trends involving these accounts, OTS proposes to add 
four new line items (FS234 through FS237, ``IRAs, HSAs, and other 
similar accounts'') to the Fiduciary and Related Assets section of 
Schedule FS to capture data on IRAs, HSAs, and other similar accounts.
    The commenter recommended that the data proposed to be reported in 
new lines FS234 through FS237 should be reported instead in a new 
separate subitem of Retirement-related Trust and Agency Accounts: 
Employee Benefits, in the Fiduciary and Related Assets section of 
Schedule FS. In addition, the commenter requested clarification of how 
IRAs, HSAs, and other similar accounts held outside the trust 
department on the retail side of an institution should be reported in 
Schedule FS, recommending that these accounts be excluded.
    At present, IRAs, HSAs, and similar accounts that are solely 
custody and safekeeping accounts are reported in existing items FS280 
and FS281, ``Custody and safekeeping accounts.'' Custody and 
safekeeping accounts are not considered fiduciary accounts per se and 
are excluded from ``Total fiduciary accounts'' reported in items FS20 
through FS23 of Schedule FS. For this reason, OTS does not believe that 
IRAs, HSAs, and similar accounts should be aggregated and reported in a 
new subitem of Retirement-related Trust and Agency Accounts: Employee 
Benefits, in the Fiduciary and Related Assets section of Schedule FS, 
which is reserved for fiduciary accounts. Therefore, OTS is 
implementing new item FS223 though FS237, ``IRAs, HSAs, and other 
similar accounts,'' as proposed.
    Regarding the reporting of IRAs, HSAs, and other similar accounts 
maintained outside the trust department in the retail side of the 
institution, OTS reiterates that only those activities offered through 
a fiduciary business unit should be reported on Schedule FS. Therefore, 
IRAs, HSAs, and other similar accounts not offered through a fiduciary 
business unit of an institution should not be reported on Schedule FS. 
These institutions should review new line item SI900 which inquires 
whether an institution, without trust powers, acts as trustee or 
custodian for individual retirement accounts, health savings accounts, 
and other similar accounts that are invested in non-deposit products.

B. Changes to the Type of Assets Reported in the Breakdown of Managed 
Assets Held in Fiduciary Accounts by Asset Types

    OTS reviewed the types of managed assets for which trust 
institutions currently report a breakdown of such assets by market 
value in Memoranda--Managed Assets held in Personal Trust and Agency 
Accounts of Schedule FS. In this regard, discretionary investments in 
common trust funds (CTFs) and collective investment funds (CIFs) are 
not separately reported at present in this Memoranda section. Instead, 
trust institutions currently are required to allocate the underlying 
assets of each CTF and CIF attributable to managed accounts to the 
individual line items for the various types of assets reported in this 
Memorandum section. OTS has found this current method of reporting 
investments in CTFs and CIFs to be misleading, confusing, and 
burdensome for trust institutions. It requires institutions to 
segregate the underlying assets of each CTF and CIF by asset type, 
rather than following the more straightforward approach of reporting 
the total value of managed accounts' holdings of investments in CTFs 
and CIFs. Therefore, OTS proposed to end the current method of 
reporting these investments in this Memorandum section by adding four 
new line items (FS430 through FS433) for investments in CTFs and CIFs. 
These new line items will enable OTS to collect data that actually 
reflects the investment choices of discretionary fiduciaries, i.e., 
investing in a fund rather than an individual asset, while simplifying 
the reporting of these investments.

[[Page 6096]]

    In its comment on this proposed change, the commenter asked whether 
both the accounts holding units of CTFs and CIFs and the CTFs and CIFs 
themselves should be reported in the Fiduciary and Related Assets 
section of Schedule FS and whether double counting of CTF and CIF units 
and CTFs and CIFs will result. OTS notes that only the value of units 
in CTFs and CIFs held in fiduciary accounts should be reported in the 
Fiduciary and Related Assets section of Schedule FS. When such units 
are held by a managed fiduciary account, the value of the units will be 
reported in new line items FS430 through FS433. Look-through reporting 
of the underlying assets of CTFs and CIFs in this Memorandum section is 
being eliminated. Double counting of CTF and CIF assets will be avoided 
by limiting the reporting of the underlying assets of CTFs and CIFs to 
the existing Memorandum section on Collective Investment Funds and 
Common Trust Funds in Schedule FS.
    At present, the asset type for ``common and preferred stocks'' in 
Memoranda-Managed Assets held in Personal Trust and Agency Accounts, 
includes not only these stocks, but also all investments in mutual 
funds (other than money market mutual funds, which are reported 
separately), private equity investments, and investments in 
unregistered and hedge funds. Investments in mutual funds (other than 
money market mutual funds) have long been reported with common and 
preferred stocks. However, over time, these investments have gone from 
being a relatively minor investment option for managed fiduciary 
accounts to being one of the most significant asset types for managed 
fiduciary accounts.
    As a consequence, OTS lacks specific data on discretionary 
investments in mutual funds (other than money market mutual funds) 
despite their distinctive differences from investments in individual 
common stocks. Given these differences and the growth in mutual fund 
holdings in managed fiduciary accounts, OTS proposed to add two new 
subitems in this Memorandum section to collect data on investments in 
equity mutual funds and in other (non-money market) mutual funds 
separately from common and preferred stocks. None of the comments OTS 
received specifically addressed the proposed new subitems for mutual 
funds in this Memorandum section. OTS will implement the changes as 
proposed.
    Investments in hedge funds and private equity have grown rapidly 
since the implementation of Schedule FS, with large institutional 
investors, e.g., large pension plans, increasing their allocation to 
these types of investments in order to increase portfolio returns and 
pursue absolute return strategies. As mentioned above, these types of 
investments are currently reported as ``common and preferred stocks'' 
in Memoranda-Managed Assets Held in Personal Trust and Agency Accounts. 
However, given their unique characteristics and risks, the increasing 
role such investments are having in managed fiduciary portfolios, and 
the agencies' need to monitor the volume of these investments across 
the trust industry and at individual trust institutions, OTS also 
proposed to modify this Memoranda section by adding four new line items 
(FS480 through FS483) in which trust institutions would report 
investments in unregistered funds and private equity held in managed 
accounts.
    The commenter suggested that investments in unregistered funds and 
private equity and investments in common and preferred stocks be 
reported as separate components of ``Total managed assets held in 
fiduciary accounts,'' which would eliminate the need for the former 
type of investments to be included in two subitems of this Memoranda 
section. OTS agrees with this suggestion and is revising this Memoranda 
section to exclude investments in unregistered funds and private equity 
from the subitems for investments in common and preferred stocks. 
Instead, each type of investment will be reported as a separate 
component of ``Total managed assets held in fiduciary accounts.''
    The commenter also requested that OTS clarify the definition of 
``private equity investments'' for purposes of reporting such 
investments within this Memoranda section and explain whether 
investments in closely-held family businesses should be reported as 
``private equity investments.'' In general, for the purposes of this 
Memoranda section, private equity investments is an asset class 
consisting of purchased equity securities in operating companies that 
are not publicly traded on a stock exchange or otherwise registered 
with the SEC under the federal securities laws. Investments in closely-
held family businesses, however, would not be reported as ``private 
equity investments'' if such investments represented in-kind transfers 
to a fiduciary account of securities in a closely-held family business 
or an increase in a fiduciary account's percentage ownership of an 
existing closely-held family business whose securities are held in the 
account. Such investments in closely-held family businesses would be 
reported in the subitem for miscellaneous assets within this Memoranda 
section.

C. Corporate Trust and Agency Accounts

    Trust institutions currently report the number of corporate and 
municipal debt issues for which the institution serves as trustee and 
the outstanding principal amount of these debt issues in Memoranda--
Corporate Trust and Agency Accounts. One of the major risks in the area 
of corporate trust administration involves debt issues that are in 
substantive default. A substantive default occurs when the issuer fails 
to make a required payment of interest or principal, defaults on a 
required payment into a sinking fund, files for bankruptcy, or is 
declared insolvent.
    The occurrence of a substantive default significantly raises the 
risk profile for an indenture trustee of a defaulted issue. Thus, to 
monitor and better understand the risk profile of trust institutions 
serving as an indenture trustee for debt securities and changes 
therein, OTS proposed to require trust institutions to report the 
number of such issues that are in substantive default and the principal 
amount outstanding for these issues.
    The commenter suggested clarifications to the scope of the proposed 
new reporting requirements for debt securities in substantive default 
for which an institution is serving as indenture trustee. The commenter 
recommended that the term ``substantive default'' should mean than an 
event of default for an issue of securities has actually been declared 
by the trustee with notice to investors. In addition, the commenter 
recommended that events of default should include both technical and 
payment defaults. The commenter also proposed that issues in a cure 
period should not be reported as being in substantive default and, in 
the case of private placement leases, no substantive default should be 
reported when the trustee is required to delay or waive the declaration 
of an event of default unless requested to do so in writing and no such 
request has been made. The commenter further suggested that, once the 
trustee's duty with respect to a defaulted issue is completed, the 
issue no longer should be reported as defaulted. Finally, the commenter 
requested that OTS confirm that ``amount outstanding'' means the unpaid 
principal balance or certificate balance.
    After considering these recommendations, OTS agrees that issues 
should not be reported as being in substantive default until such 
default

[[Page 6097]]

has been declared by the trustee. Similarly, issues should not be 
reported as being in substantive default during a cure period, provided 
the bond indenture provides for a cure period. Private placement leases 
where the trustee is required to delay or waive the declaration of an 
event of default, unless requested in writing to make such declaration, 
should not be reported as being in substantive default, provided such 
written request has not been made. Once a trustee's duties with respect 
to an issue in substantive default have been completed, the issue 
should no longer be reported as being in default. As for the meaning of 
the term ``amount outstanding,'' the instructions for this Memoranda 
section currently refer to the par value of outstanding debt 
securities, except for zero-coupon bonds for which ``amount 
outstanding'' is described as the maturity amount. As suggested by the 
commenter, the instructions for this Memorandum section will be revised 
to clarify that ``amount outstanding'' for debt instruments means the 
unpaid principal balance. For trust preferred securities, the ``amount 
outstanding'' would be the redemption price.
    OTS, however, has decided not to treat events of technical default 
as falling within the scope of the proposed new line items (FS516 and 
FS517) on debt issues in default for which the institution serves as 
trustee. As previously stated, OTS believes that a substantive default 
significantly raises the risk profile for an indenture trustee of a 
defaulted issue. In such cases, every action or failure to act by the 
trustee is intensely scrutinized by bondholders of the defaulted issue. 
Moreover, an event of substantive default often results in the 
incurrence of significant expense and the distraction of managerial 
time. For these reasons, OTS proposed to collect data on substantive 
defaults on issues for which the reporting trust institution serves as 
trustee under a bond indenture. OTS does not believe that events of 
technical default necessarily entail the heightened degree of risk that 
substantive defaults do. Therefore, OTS does not consider it necessary 
to monitor such events on a system-wide basis. The agencies will 
continue to monitor the occurrence of events of technical default and 
an institution's administration of such events during periodic on-site 
examinations.
    In addition, OTS proposed to revise the instructions for reporting 
on corporate trust accounts to state that issues of trust preferred 
stock for which the institution is trustee should be included in the 
amounts reported for corporate and municipal trusteeships. No comments 
were received on this aspect of the corporate trust reporting proposal 
and OTS will implement this instructional change as proposed.

D. Instructional Clarifications

    OTS proposed to clarify the instructions for reporting:
     The managed and non-managed assets and number of managed 
and non-managed accounts for defined contribution plans and defined 
benefit plans in items FS220 through FS233, by indicating that employee 
benefit accounts for which the trust institution serves as directed 
trustee should be reported as non-managed accounts; and
     The number of, and market value of assets held in, 
collective investment funds and common trust funds in Memoranda--
Collective Investment Funds and Common Trust Funds by stating that the 
number of funds should be reported, not the number of assets held by 
these funds, the number of participants, or the number of accounts 
invested in the funds.
    No comments were received on these proposed instructional 
clarifications, which will be implemented as proposed.
    However, the commenter requested clarification of the term 
``managed assets'' used in Schedule FS. The commenter asked whether 
discretionary accounts in which the management of all or a portion of 
the account is delegated to a registered investment advisor, whether 
affiliated or unaffiliated with the reporting trust institution, should 
be considered managed or non-managed assets. The commenter also sought 
clarification as to whether non-discretionary accounts that are managed 
by a registered investment adviser would be reported as custody or non-
managed accounts.
    The current instructions for Schedule FS state that an account is 
considered managed if the institution has investment discretion over 
the assets of the account. Investment discretion is defined as the sole 
or shared authority (whether or not that authority is exercised) to 
determine what securities or other assets to purchase or sell on behalf 
of a fiduciary related account. An institution that delegates its 
authority over investments and an institution that receives delegated 
authority over investments are both deemed to have investment 
discretion. Therefore, whether an account where investment discretion 
has been delegated to a registered investment adviser, whether 
affiliated or unaffiliated with the reporting institution, should be 
reported as a managed account depends on whether the delegation of 
investment authority to the registered investment adviser was made 
pursuant to the exercise of investment discretion by the reporting 
institution. If so, the account is deemed to be a managed account by 
the reporting institution. Otherwise, the account would be a non-
managed account for purposes of Schedule FS.

    Dated: January 29, 2009.
Deborah Dakin,
Senior Deputy Chief Counsel, Regulations and Legislation Division.
[FR Doc. E9-2274 Filed 2-3-09; 8:45 am]
BILLING CODE 6720-01-P