[Federal Register Volume 76, Number 250 (Thursday, December 29, 2011)]
[Notices]
[Pages 81933-81939]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-33432]


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FEDERAL RESERVE SYSTEM


Agency Information Collection Activities Regarding Savings and 
Loan Holding Companies: Announcement of Board Approval Under Delegated 
Authority and Submission to OMB

SUMMARY: Pursuant to the Paperwork Reduction Act of 1995 and 5 CFR 
1320.16, the Board of Governors of the Federal Reserve System 
(``Board'') is hereby giving notice of the final approval of proposed 
information collections from savings and loan holding companies 
(``SLHCs''). On July 21, 2011, the responsibility for supervision and 
regulation of SLHCs transferred from the Office of Thrift Supervision 
(``OTS'') to the Board pursuant to section 312 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act (``Dodd-Frank Act''). The 
Board issued a notice proposing information collections from SLHCs and 
seeking public comment on August 25, 2011.

FOR FURTHER INFORMATION CONTACT: Cynthia Ayouch, Federal Reserve Board 
Clearance Officer (202) 452-3829), Division of Research and Statistics, 
Board of Governors of the Federal Reserve System, Washington, DC 20551. 
Telecommunications Device for the Deaf (TDD) users may contact (202) 
263-4869, Board of Governors of the Federal Reserve System, Washington, 
DC 20551. OMB Desk Officer--Shagufta Ahmed --Office of Information and 
Regulatory Affairs, Office of Management and Budget, New Executive 
Office Building, Room 10235, Washington, DC 20503.

SUPPLEMENTARY INFORMATION: Background. Board-approved collections of 
information are incorporated into the official OMB inventory of 
currently approved collections of information. Copies of the Paperwork 
Reduction Act Submission, supporting statements and approved collection 
of information instrument(s) are placed into OMB's public docket files. 
The Federal Reserve may not conduct or sponsor, and the respondent is 
not required to respond to, an information collection that has been 
extended, revised, or implemented on or after October 1, 1995, unless 
it displays a currently valid OMB control number.
    Current Actions. The Dodd-Frank Act was enacted into law on July 
21, 2010. Title III of the Dodd-Frank Act abolished the OTS and 
transferred its authorities (including rulemaking) related to SLHCs to 
the Board effective as of July 21, 2011. The Board is responsible for 
the consolidated supervision of SLHCs beginning July 21, 2011. 
Consolidated data currently collected from bank holding companies 
(``BHCs'') assist the Board in the identification and evaluation of 
significant risks that may exist in a diversified holding company. The 
data also assist the Board in determining whether an institution is in 
compliance with applicable laws and regulations. The Board believes 
that it is important that any company that owns and operates a 
depository institution be held to appropriate standards of 
capitalization, liquidity, and risk management. Consequently, it is the 
Board's intention that, to the greatest extent possible, taking into 
account any unique characteristics of SLHCs and the requirements of the 
Home Owners' Loan Act (``HOLA''), supervisory oversight of SLHCs should 
be carried out on a comprehensive consolidated basis, consistent with 
the Board's established approach regarding BHC supervision. The 
revisions approved by the Board will provide data to analyze the 
overall financial condition of most SLHCs to ensure safe and sound 
operations.
    On February 8, 2011, the Board published in the Federal Register a 
notice of intent (``NOI'') to require SLHCs to submit the same reports 
as BHCs, beginning with the March 31, 2012, reporting period. The NOI 
stated that the Board would issue a formal proposed notice on 
information collection activities for SLHCs after the transfer date. On 
August 22, 2011, the Board issued a proposal to generally require SLHCs 
to submit certain reports currently used by BHCs and requested public 
comment.\1\ The comment period for the proposal expired on November 1, 
2011. The Board received 17 comment letters, which have been summarized 
and addressed below.
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    \1\ 76 FR 53129 (August 25, 2011).
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    After consideration of the comments received on the proposal, the 
Board has determined to finalize the proposed collections of 
information from SLHCs with modifications. As proposed, the Board is 
exempting a limited number of SLHCs from regulatory reporting using the 
Board's existing regulatory reports and providing a two year phase-in 
approach for regulatory reporting for all

[[Page 81934]]

other SLHCs.\2\ The reporting panels for the reports listed below will 
be revised to include SLHCs and specific citation and terminology 
changes to the related forms will be made as they are renewed.
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    \2\ All SLHCs will continue to submit all currently required OTS 
reports, the Schedule HC--Thrift Holding Companies as part of the 
Thrift Financial Report (``TFR'') and the H-(b)11, through the 
December 31, 2011, reporting period, using the existing processing, 
editing and validating system, which is the Electronic Filing System 
(``EFS'') established by the OTS. Effective for 2012, all SLHCs will 
still be required to report the H-(b)11 report (OTS Form H-(b)11; 
OMB No. 7100-0334) with the Board. In addition, SLHCs that are 
initially exempt from reporting using the Federal Reserve's 
regulatory reports will still be required to report Thrift Financial 
Report Schedule HC (OTS 1313; OMB No. 1557-0255), which is proposed 
to be renamed the FR 2320 report and the Board's FR Y-6 or FR Y-7 
regulatory reports. Details about how SLHCs will submit the FR 2320 
to the Board effective for 2012 is described in a separate notice in 
the Federal Register dated November 10, 2011. See 76 FR 70146. 
Additionally, the Board will issue a transmittal letter in early 
2012 with information regarding the submission of the H-(b)11 
report.
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    For all SLHCs that are not initially excluded from reporting, the 
Board believes a phased-in approach should allow the SLHCs to develop 
reporting systems over a period of time and would reduce the risk of 
data quality concerns. The phase-in approach will take two years to 
implement and will begin with the March 31, 2012, reporting period, 
when savings associations are required to file the Financial 
Institutions Examination Council (``FFIEC'') Consolidated Reports of 
Condition and Income (``Call Reports'') (FFIEC 031 & 041; OMB No. 7100-
0036).
    During 2012, SLHCs that are not initially excluded from reporting 
will be required to submit the FR Y-9 series of reports and one of two 
year-end annual reports (FR Y-6 or FR Y-7 reports).\3\ During 2013, 
these SLHCs will be required to submit all regulatory reports that are 
applicable to the SLHC, depending on the size, complexity, and nature 
of the holding company. All SLHCs submitting reports to the Board will 
also continue to submit the Form H-(b)11 until further notice.
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    \3\ SLHCs that must file the FR Y-9C report will not be required 
to complete Schedule HC-R, Regulatory Capital, until consolidated 
regulatory capital requirements for SLHCs are established.
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    The revisions will provide data to analyze the overall financial 
condition of SLHCs to ensure safe and sound operations. The Board also 
will revise other regulatory reports filed by BHCs to include SLHCs in 
the reporting panels going forward, as needed for supervisory 
purposes.\4\ No other revisions are proposed for these information 
collections. Reporting requirements for BHCs would not be affected by 
this proposal.
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    \4\ In addition, the Board plans to issue a separate reporting 
proposal for the FR Y-10 report in 2012 that will address the 
Board's plans to collect organizational structure and activity 
information from SLHCs in order to populate its National Information 
Center (``NIC'') data base with a comprehensive list of subsidiaries 
and affiliates of each SLHC.
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    The Board recognizes institutions' need for lead time to prepare 
for the new reporting requirements. Thus, consistent with longstanding 
practice, SLHCs may provide reasonable estimates during the first 
reporting period. The Federal Reserve Banks will provide training and 
guidance to SLHCs to assist with the completion and submission of the 
Federal Reserve's regulatory reports.

Summary of Public Comments

    The Board received comment letters from five trade associations 
(one of these letters was co-authored by two trade groups), three 
commercial companies, two law firms, four insurance companies, and 
three financial services companies (one of these letters represented 
seven financial services companies). The majority of the public 
comments addressed the two proposed exemptions for certain SLHCs from 
initially reporting most Federal Reserve regulatory reports. Other 
comments requested delayed implementation, exemption from the FR Y-6 
reporting requirements and BHC capital reporting, and submission of 
regulatory reports based on a fiscal year basis instead of a calendar 
year basis. Following is a detailed discussion of the comments received 
and the Board's responses to the comments.

Detailed Discussion of Public Comments and Responses

A. Excluded SLHCs

    As mentioned above, the Board proposed to exclude certain SLHCs 
from initially reporting most Federal Reserve regulatory reports. There 
were a limited number of SLHCs where immediate transition to these 
regulatory reports was not deemed appropriate. As a result, the Board 
initially proposed to exempt SLHCs in either of the following 
categories from reporting:
    1. Commercial SLHCs: SLHCs that are exempt pursuant to section 
10(c)(9)(C) of HOLA (i.e., ``grandfathered'' unitary SLHCs) and whose 
savings association subsidiaries' consolidated assets make up less than 
5 percent of the total consolidated assets of the SLHC as of the 
quarter end prior to the reporting date quarter end; or
    2. Insurance SLHCs: SLHCs where the top-tier holding company is an 
insurance company that only prepares statutory accounting principles 
(SAP) financial statements.
    The proposal also stated that there could be a few SLHCs that fall 
outside of the exemption criteria and would be reviewed on a case-by-
case basis to determine if requiring standardized regulatory reporting 
beginning in March 2012 was appropriate. In addition, the proposal 
stated that other SLHCs that currently meet the exemption criteria 
would be reviewed on a case-by-case basis to determine if they should 
be required to submit Federal Reserve regulatory reports.
    Several commenters suggested the two exemptions be made permanent 
and implemented as proposed. The Board believes that it is important 
that any company that owns and operates a depository institution be 
held to appropriate standards of capitalization, liquidity, and risk 
management. Consequently, the Board has determined that, to the 
greatest extent possible, taking into account any unique 
characteristics of SLHCs and the requirements of the HOLA, supervisory 
oversight of SLHCs will be carried out on a comprehensive consolidated 
basis, consistent with the Board's established approach regarding BHC 
supervision. The revisions approved by the Board will provide data to 
analyze the overall financial condition of most SLHCs to ensure safe 
and sound operations.
    A few commenters specifically requested that the Board communicate 
quickly whether a firm is eligible for an exemption and what must be 
reported. Some commenters encouraged the Board to perform a case-by-
case analysis that will allow some SLHCs an opportunity to demonstrate 
the costs and challenges of implementing standardized regulatory 
reporting. The Board recognizes that there are significant costs 
associated with building financial reporting systems. Thus, the Board 
gave notice to SLHCs of its intent to transition SLHCs to its reporting 
systems in February 2011. As mentioned above, the Board believes it is 
prudent to apply its regulatory reporting scheme to the vast majority 
of SLHCs in order to assess the overall financial condition of the SLHC 
and the industry as a whole. The Board provided certain limited 
exemptions for SLHCs with characteristics that make transition 
difficult at this time. While the Board recognizes the challenges that 
SLHCs are undertaking to develop the appropriate reporting 
infrastructure, the Board has concluded that the transition periods and 
exemptions are reasonable.
    The Board received a number of comments regarding the exemption for 
commercial SLHCs. Several commenters

[[Page 81935]]

requested clarification regarding whether the Board intended this 
exemption to apply to all grandfathered unitary SLHCs with de minimis 
thrift activity or only those who principally engage in commercial 
activities. Commenters argued that it would be appropriate to exempt 
all grandfathered unitary SLHCs with de minimis thrift activity. They 
stated that these companies, whether commercial or financial in nature, 
are structured substantially different than BHCs, subjecting them to 
the Federal Reserve reporting forms would be burdensome, and that much 
of the information is available through other means, such as U.S. 
Securities and Exchange Commission (``SEC'') filings. In the proposal, 
the Board was seeking to exclude only those grandfathered unitary SLHCs 
that were both principally engaged in commercial activities and whose 
thrift activities are immaterial to the consolidated organization. In 
response to the comments received, the Board will clarify the exemption 
to include only those grandfathered unitary SLHCs that engage primarily 
in activities that are not otherwise permissible under HOLA \5\ and 
whose thrift asset size is immaterial to the size of the consolidated 
SLHC.
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    \5\ See 12 U.S.C. 1467a(c)(2).
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    One commenter suggested raising the threshold for measuring the 
size of the savings association in relation to the size of the 
consolidated assets of the SLHC from 5 percent (``5 percent test'') to 
10 percent, or allowing the exemption to apply if the asset size of the 
savings association exceeds 5 percent but the savings association is 
well-capitalized and well-managed, as determined by the most recent 
examination of the savings association. Another commenter suggested 
that the 5 percent test be calculated by averaging the four quarters 
prior to the reporting date instead of determining the threshold using 
the asset size for the single quarter prior to the reporting date. 
Another suggestion was to make the determination annually using a four 
quarter average and that SLHCs in this category should be exempt if 
their subsidiary savings association's assets do not exceed 5 percent 
of the consolidated assets of the SLHC for four consecutive quarters. 
The Board continues to believe that the 5 percent test is an 
appropriate limit for determining if the savings association is 
immaterial in size in relation to the consolidated SLHC.
    The Board, having taken these comments into consideration, will 
calculate the 5 percent test annually (as of the June 30th report date) 
and by reviewing the asset size of the subsidiary savings association 
for the prior four quarters (which includes the quarter-ended June 30th 
reporting period) to determine if it exceeded 5 percent of the 
consolidated assets of the commercial SLHC for four consecutive 
quarters. Therefore, if the subsidiary savings association's assets 
were less than 5 percent of the consolidated assets of the commercial 
SLHC for any single quarter during this period, the commercial SLHC 
will be exempt from submitting most Federal Reserve reports (except for 
the FR Y-6 or FR Y-7 and certain other reports) for the upcoming 
calendar year. Generally, once an SLHC exceeds this threshold test and 
must start reporting on the Federal Reserve's regulatory reports, it 
cannot revert to exempt status in the future and must continue to 
report regardless of the size of the savings association in relation to 
the size of the SLHC.
    For the 2012 reporting year, the Board will review the total assets 
reported for the subsidiary savings association in the TFR (OMB No. 
1550-0023) (or the FFIEC 031 or 041 Call reports if the subsidiary 
savings association has earlier adopted the submission of the Call 
report for 2011) and the assets reported for the SLHC on Schedule HC of 
the TFR for the four quarters including the June 30, 2011, reporting 
period to evaluate whether an institution would qualify for the 
exemption. Therefore, for the 2012 reporting year, the asset balances 
of the subsidiary savings association and the SLHC will be reviewed 
using the assets reported as of June 30, 2011, March 31, 2011, December 
31, 2010 and September 30, 2010. For determining whether a SLHC is 
eligible for exemption in 2013 and beyond, if the exemption still 
exists, the Board will review asset balances of the savings association 
as reported on the FFIEC 031 or 041 report, and will review the total 
asset balances of the SLHC reported on Schedule HC or the FR 2320 
report, for the four quarters including the quarter-ended June 30, 2012 
reporting period.\6\
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    \6\ See 76 FR 70146 (November 10, 2011). This notice includes a 
proposal to create the FR 2320 as a replacement to Schedule HC of 
the Thrift Financial Report. This form would be submitted by exempt 
SLHCs only.
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    In addition, several commenters noted that it was not clear how 
this exemption would apply to multi-tiered SLHCs and proposed that the 
5 percent test be calculated on an enterprise-wide basis. Consistent 
with other Board determinations regarding consolidated supervision, the 
Board will calculate the 5 percent test on an enterprise-wide basis.
    Many commenters were particularly concerned about transitioning 
SLHCs that are principally engaged in the business of insurance (an 
activity permissible for both SLHCs under HOLA and BHCs under section 
4(k) of the Bank Holding Company Act (``BHC Act'') (``Insurance 
SLHCs'') to the Federal Reserve reporting forms. Several commenters 
stated that it would be inappropriate and potentially misleading for 
SLHCs that are principally engaged in insurance activities to submit 
reports based on existing BHC capital rules and standards, and the 
capital rules for such entities should be tailored to accurately and 
appropriately reflect the fundamental business of these types of SLHCs. 
Commenters requested that the Board strongly consider excluding all 
Insurance SLHCs, irrespective of their status as grandfathered unitary 
SLHCs or their reporting status with the SEC, from transitioning to 
Federal Reserve regulatory reports. These commenters noted that 
Insurance SLHCs submit financial information and reports to the state 
insurance regulators. In addition, one commenter cited to section 
604(g) and (h) of the Dodd-Frank Act,\7\ which requires the Board to 
use reports and supervisory information provided to other federal and 
state regulators, to the fullest extent possible.
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    \7\ 12 U.S.C. 1467a(b)(2).
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    In response to the comments, the Board will adjust the Insurance 
SLHC exemption to provide more certainty to affected institutions. 
Insurance SLHCs that submit reports to the SEC under section 13 or 
15(d) of the Securities Exchange Act of 1934 would be expected to 
transition to the Federal Reserve reporting requirements. Current SEC 
reporting requirements include the submission of Generally Accepted 
Accounting Principles (``GAAP'') financial statements that are 
consolidated at the top-tier holding company.
    The Board has a longstanding practice of reviewing reports 
submitted to other regulators as part of its supervisory activities 
and, as a result, the Board intends to use this information during the 
supervisory process. However, as noted above, the Board will supervise 
all SLHCs on a comprehensive consolidated basis. Although Insurance 
SLHCs submit financial information and reports to the state insurance 
regulators, this information is reported on an individual legal entity 
basis utilizing SAP. The Board believes that consolidated financial 
data from large

[[Page 81936]]

SLHCs is an important part of this process.
Revised Exemptions
    In light of the comments received and the discussion above, the 
Board has revised the language exempting certain SLHCs from initially 
transitioning to the Federal Reserve regulatory reports as follows:

    1. Commercial SLHCs: The Board will not require grandfathered 
SLHCs to initially transition to the Federal Reserve regulatory 
reports if (1) as calculated annually as of June 30th, using the 
four previous quarters (which includes the quarter-ended June 30th 
reporting period), its savings association subsidiaries' 
consolidated assets make up less than 5 percent of the total 
consolidated assets of the grandfathered SLHC on an enterprise-wide 
basis for any of these four quarters; and (2) as calculated annually 
as of June 30th, using the assets reported as of June 30th, where 
more than 50 percent of the assets of the grandfathered unitary SLHC 
are derived from activities that are not otherwise permissible under 
HOLA \8\ on an enterprise-wide basis. The exemption for commercial 
SLHCs will be reviewed periodically and may be rescinded if the 
Board determines that FR Y-9 financial information and other 
regulatory reports are needed to effectively and consistently assess 
compliance with capital and other regulatory requirements.
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    \8\ See 12 U.S.C. 1467a(c)(2).
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    2. Certain Insurance SLHCs: The Board will not require SLHCs to 
initially transition to the Federal Reserve regulatory reports if: 
(1) as calculated annually as of June 30th, using the assets 
reported as of June 30th, where more than 50 percent of the assets 
of the SLHC are derived from the business of insurance on an 
enterprise-wide basis; and (2) the SLHC does not submit reports to 
the SEC pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934. Insurance SLHCs will be exempt only until consolidated 
regulatory capital rules are finalized for SLHCs, at which time they 
may be required to file consolidated financial statements to 
demonstrate their compliance with the capital rules, and other 
Federal Reserve Reports.

    As proposed, the Board will require all exempt SLHCs to continue 
submitting the existing Schedule HC, currently in the TFR, and Form H-
(b)11 (OMB No. 7100-0334) until further notice.\9\ The Board will 
require all exempt SLHCs to file the FR Y-6 or FR Y-7 beginning with 
fiscal year ends beginning December 31, 2012.
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    \9\ The proposed Quarterly Savings and Loan Holding Company 
Report (FR 2320) report replaces the OTS TFR Schedule HC. See 76 FR 
70146. Both the FR 2320 and the H-(b)11 reports are retained in 
their entirety and will be required to be submitted by exempt SLHCs 
until further notice.
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B. Delayed Implementation

    For all SLHCs that were not excluded from reporting, the Board 
proposed a phased-in approach to allow the SLHCs to develop reporting 
systems over a period of time and to reduce the risk of data quality 
concerns. The phased-in approach would take two years to implement and 
would begin no sooner than the March 31, 2012, reporting period, when 
savings associations are required to file the Call Report. Reporting 
requirements for BHCs would not be affected by this proposal.
    During 2012, SLHCs that are not excluded above would be required to 
submit the FR Y-9 series of reports and one of two year-end annual 
reports (FR Y-6 or FR Y-7). During 2013, these SLHCs would be required 
to submit all BHC regulatory reports that are applicable to the SLHC, 
depending on the size, complexity, and nature of the holding company. 
All SLHCs submitting reports to the Board would also continue to submit 
the Form H-(b)11 until further notice.
    Several commenters suggested delaying the implementation date for 
SLHCs to begin reporting the Federal Reserve regulatory reports. Some 
commenters stated that there was not sufficient time or resources to 
develop the systems necessary to prepare the required reports. The 
length of delay varied from one year to three years, or until the Board 
finalizes consolidated regulatory capital requirements and intermediate 
holding company rules for SLHCs. A number of commenters advocated that 
former OTS reports (i.e., Form H-(b)11 and Schedule HC of the TFR) 
should only be required to be submitted until the consolidated capital 
and intermediate holding company rules for SLHCs are finalized.
    In the NOI that was published in February 2011,\10\ the Board 
stated its intention to require SLHCs to submit the same reports as 
BHCs beginning with the March 31, 2012, reporting period, for SLHCs 
that meet the quarterly reporting threshold. The structures and 
activities of the vast majority of SLHCs are similar to BHCs, such that 
the reporting requirements of these SLHCs should not impose significant 
additional burden, particularly in view of the two-year phase-in 
period. The Board recognizes the complexity of the FR Y-9C, which 
should be submitted by SLHCs with consolidated assets of $500 million 
or more.\11\ However, the majority of SLHCs have consolidated assets of 
less than $500 million. SLHCs in this category would submit the FR Y-
9SP, which is an abbreviated report that is filed only semiannually. 
SLHC reporting for the FR Y-9SP will not begin until the June 30, 2012, 
reporting period, which will provide additional time for the majority 
of SLHCs to prepare their systems for reporting. Additionally, the 
Board will accept reasonably estimated data for the first reporting 
cycle and will work with the institutions to accomplish successful 
reporting.
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    \10\ See 76 FR 70146.
    \11\ One commenter expressed concern about providing average 
balances in terms of either an average of daily end-of-day balances 
or an average of the close of business balance on each Wednesday 
during the reporting quarter on Schedule HC-K of the FR Y-9C, would 
require extremely costly system changes. The Board plans to issue a 
proposal to revise the reporting instruction to accommodate average 
balance reporting on Schedule HC-K of the FR Y-9C.
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    The Board believes it is prudent to start the migration of 
reporting by SLHCs on the proposed timeframe, in order to provide the 
Board with data to assist in analyzing the overall financial condition 
of most SLHCs to ensure safe and sound operations. Therefore, the Board 
does not plan to extend the implementation date of the March 31, 2012, 
reporting period or change the two-year phase-in approach. In addition, 
the Federal Reserve Banks have been providing training and guidance to 
SLHCs to assist with the completion and submission of the Federal 
Reserve's regulatory reports.
    Some commenters suggested that the Board introduce a modified 
phase-in approach for SLHCs that meet either exemption but subsequently 
receive a determination from the Board that they should comply with the 
full reporting requirements. These commenters suggested that such a 
phase-in should not begin any earlier than 2013. Some respondents 
stated that if the exemptions were only temporary, then the Board 
should adopt a suitable transition period, such as three years, to give 
institutions sufficient time to build financial reporting systems to 
comply with the Board's requirements without creating undue additional 
burdens.
    The Board will develop a transition period for each institution 
within this category based on the facts and circumstances. 
Additionally, if the Board decides at a later date to require 
additional reporting for SLHCs that are currently exempt, the Board 
will publish a proposal in the Federal Register with a proposed 
transition date.

C. Exemption From FR Y-6 and BHC Capital Reporting

    Several commenters mentioned concerns about submitting the FR Y-6 
which requires institutions with consolidated assets of $500 million or 
more to have financial statements

[[Page 81937]]

audited and prepared in accordance with GAAP. Some commented that the 
FR Y-6 is appropriate for certain categories of SLHC, but not those 
that are exempt, given their diverse business activities. In addition, 
it was suggested that the threshold for reporting of ownership in 
voting securities of a nonbank company be raised in excess of 10 
percent, instead of the current 5 percent requirement of the FR Y-6. 
Commenters also expressed concern about the burden associated with 
requiring SLHCs to submit the Report of Changes in Organizational 
Structure (FR Y-10) (OMB No. 7100-0297), which was not included in the 
proposal. The Board believes that useful information is reported in the 
FR Y-6, including the submission of an organization chart, the listing 
of securities holdings, and information on insiders. This information 
is used for supervisory planning and to monitor compliance with U.S. 
laws and regulations. Therefore, the Board will collect the FR Y-6 from 
all SLHCs.
    The Board is aware that the current FR Y-6 reporting instructions 
are based on BHC statutory requirements. Accordingly, the Board will 
modify the FR Y-6 and FR Y-7 reporting instructions to include the 
specific statutory and regulatory requirements for SLHCs. The Board 
also plans to issue a separate reporting proposal for the FR Y-10 
report in early 2012 that would address plans to collect organizational 
structure and activity information from SLHCs to populate the NIC 
database with a comprehensive list of subsidiaries and affiliates of 
each SLHC.
    In addition, several commenters expressed concern about SLHCs and 
Insurance SLHCs submitting reports based on existing BHC capital rules 
and standards. As stated in the initial Federal Register notice, the 
proposal will not require SLHCs to report regulatory capital 
information until the Board established consolidated capital 
requirements for SLHCs.
    Section 171 of the Dodd-Frank Act requires the Board to establish 
minimum leverage and risk-based capital requirements for all SLHCs on a 
consolidated basis regardless of the size of the SLHCs. Section 171 
also requires that the minimum leverage and risk-based capital 
requirements shall not be less than the requirements in effect for 
insured depository institutions. As stated in a notice published in the 
Federal Register on April 22, 2011,\12\ the Board will issue proposed 
capital rules for SLHCs at a later date. Until those regulatory capital 
requirements are finalized, SLHCs would not be required to complete 
regulatory capital schedules that are included in any report that a 
SLHC is required to submit to the Board. Consequently, if a SLHC is 
required to file the quarterly FR Y-9C report, it would not be required 
to complete Schedule HC-R, Regulatory Capital, at this time.
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    \12\ 76 FR 22662 (April 22, 2011).
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D. Fiscal Year Reporting

    Several commenters suggested that the Board should allow for fiscal 
year reporting rather than requiring calendar year reporting. These 
commenters argued that requiring calendar year reporting would add 
significant complexity and require significant resources to maintain 
dual reporting systems.
    The Board recognizes that some SLHCs use fiscal year reporting 
rather than calendar year reporting. However, the Board has a 
longstanding policy of requiring calendar year reporting on most of the 
standardized financial regulatory reports in order to provide an 
appropriate basis for comparability and consistency in peer analysis. 
In addition, the FFIEC 031 and 041 that will be submitted to a savings 
association's primary Federal banking regulator require calendar year 
reporting. The Board will require SLHCs that are generally exempted 
from initially transitioning to the Federal Reserve reporting forms to 
file the proposed Quarterly Savings and Loan Holding Company Report (FR 
2320; OMB No. 7100-to be assigned), the H-(b)11 report, the FR Y-6, or 
the FR Y-7 all of which allow fiscal year reporting. Therefore, the 
Board will retain calendar year reporting where required on existing 
reports.
    Final approval under OMB delegated authority without extension of 
the following reports. As discussed in more detail above, the Board has 
approved expanding these reporting panels to include SLHCs in the same 
manner as BHCs with certain exceptions and modifications.
    1. Report title: The Annual Report of Bank Holding Companies and 
the Annual Report of Foreign Banking Organizations.
    Agency form number: FR Y-6 and FR Y-7.
    OMB control number: 7100-0297.
    Frequency: Annual.
    Reporters: FR Y-6: Top-tier domestic BHCs and SLHCs; FR Y-7: 
Foreign Banking Organizations (``FBOs'').
    Estimated annual reporting hours: FR Y-6: 28,796; FR Y-7: 713.
    Estimated average hours per response: FR Y-6: 5.25 hours; FR Y-7: 
3.75.
    Number of respondents: FR Y-6: 5,485; FR Y-7: 190.
    General description of report: These information collections are 
mandatory under the Federal Reserve Act, the Bank Holding Company Act 
(BHC Act), the Home Owners' Loan Act (HOLA), and the International 
Banking Act (12 U.S.C. 248(a)(1), 602, 611a, 1467a(b)(2), 
1844(c)(1)(A), 3106(a), and 3108(a)), and Regulations K, Y, and LL (12 
CFR 211.13(c), 225.5(b), and 238.4(b)). Individual respondent data are 
not considered confidential. However, respondents may request 
confidential treatment for any information that they believe is subject 
to an exemption from disclosure under the Freedom of Information Act 
(FOIA), 5 U.S.C. 552(b).
    Abstract: The FR Y-6 is an annual information collection submitted 
by top-tier BHCs and SLHCs, as well as non-qualifying FBOs. It collects 
financial data, an organization chart, verification of domestic branch 
data, and information about shareholders. The Board uses the data to 
monitor holding company operations and determine holding company 
compliance with the provisions of the BHC Act, HOLA, Regulation Y, and 
Regulation LL (12 CFR 225, 238). The FR Y-7 is an annual information 
collection submitted by qualifying FBOs to update their financial and 
organizational information with the Board. The Board uses information 
to assess an FBO's ability to be a continuing source of strength to its 
U.S. operations and to determine compliance with U.S. laws and 
regulations.
    2. Report title: Financial Statements for Bank Holding Companies.
    Agency form number: FR Y-9C, FR Y-9LP, FR Y-9SP, FR Y-9ES, and FR 
Y-9CS.
    OMB control number: 7100-0128.
    Frequency: Quarterly, semiannually, and annually.
    Reporters: BHCs and SLHCs.
    Estimated annual reporting hours: FR Y-9C: 210,399; FR Y-9LP: 
31,689; FR Y-9SP: 47,790; FR Y-9ES: 49; FR Y-9CS: 472.
    Estimated average hours per response: FR Y-9C: 45.00; FR Y-9LP: 
5.25; FR Y-9SP: 5.40; FR Y-9ES: 0.50; FR Y-9CS: 0.50.
    Number of respondents: FR Y-9C: 1,165; FR Y-9LP: 1,509; FR Y-9SP: 
4,425; FR Y-9ES: 98; FR Y-9CS: 236.
    General description of report: This information collection is 
mandatory (12 U.S.C. 1467a(b)(2), 1844(c)(1)(A)). Confidential 
treatment is not routinely given to the data in these reports. However, 
confidential treatment for the reporting information, in whole or in 
part, can be requested in accordance

[[Page 81938]]

with the instructions to the form, pursuant to sections (b)(4), (b)(6), 
and (b)(8) of FOIA (5 U.S.C. 522(b)(4), (b)(6), and (b)(8)).
    Abstract: The FR Y-9C and the FR Y-9LP are standardized financial 
statements for the consolidated BHC or SLHC and its parent. The FR Y-9 
family of reports historically has been, and continues to be, the 
primary source of financial information on BHCs and SLHCs between on-
site inspections. Financial information from these reports is used to 
detect emerging financial problems, to review performance and conduct 
pre-inspection analysis, to monitor and evaluate capital adequacy, to 
evaluate BHC or SLHC mergers and acquisitions, and to analyze a BHC's 
or SLHC's overall financial condition to ensure safe and sound 
operations.
    The FR Y-9C consists of standardized financial statements similar 
to the Federal Financial Institutions Examination Council (FFIEC) 
Consolidated Reports of Condition and Income (Call Reports) (FFIEC 031 
& 041; OMB No. 7100-0036) filed by commercial banks. The FR Y-9C 
collects consolidated data from BHCs and SLHCs. The FR Y-9C is filed by 
top-tier BHCs or SLHCs with total consolidated assets of $500 million 
or more. (Under certain circumstances defined in the General 
Instructions, BHCs or SLHCs under $500 million may be required to file 
the FR Y-9C.)
    The FR Y-9LP includes standardized financial statements filed 
quarterly on a parent company only basis from each BHC or SLHC that 
files the FR Y-9C. In addition, for tiered BHCs or SLHCs, a separate FR 
Y-9LP must be filed for each lower tier BHC or SLHC.
    The FR Y-9SP is a parent company only financial statement filed by 
smaller BHCs or SLHCs. Respondents include BHCs or SLHCs with total 
consolidated assets of less than $500 million. This form is a 
simplified or abbreviated version of the more extensive parent company 
only financial statement for large BHCs or SLHCs (FR Y-9LP). This 
report is designed to obtain basic balance sheet and income information 
for the parent company, information on intangible assets, and 
information on intercompany transactions.
    The FR Y-9ES collects financial information from Employee Stock 
Ownership Plans that are also BHCs or SLHCs on their benefit plan 
activities. It consists of four schedules: Statement of Changes in Net 
Assets Available for Benefits, Statement of Net Assets Available for 
Benefits, Memoranda, and Notes to the Financial Statements. The FR Y-
9CS is a supplemental report that may be utilized to collect additional 
information deemed to be critical and needed in an expedited manner 
from BHCs and SLHCs. The information is used to assess and monitor 
emerging issues related to BHCs and SLHCs. It is intended to supplement 
the FR Y-9 reports, which are used to monitor BHCs and SLHC between on-
site inspections. The data items of information included on the 
supplement may change as needed.
    3. Financial Statements for Nonbank Subsidiaries of U.S. Bank 
Holding Companies.
    Agency form number: FR Y-11 and FR Y-11S.
    OMB control number: 7100-0244.
    Frequency: Quarterly and annually.
    Reporters: BHCs and SLHCs.
    Estimated annual reporting hours: FR Y-11 (quarterly): 18,088; FR 
Y-11 (annual): 3,658; FR Y-11S: 1,033.
    Estimated average hours per response: FR Y-11 (quarterly): 6.8; FR 
Y-11 (annual): 6.8; FR Y-11S: 1.0.
    Number of respondents: FR Y-11 (quarterly): 665; FR Y-11 (annual): 
538; FR Y-11S: 1,033.
    General description of report: This information collection is 
mandatory (12 U.S.C. 1467a(b)(2); 1844(c)(1)(A)). Confidential 
treatment is not routinely given to the data in these reports. However, 
confidential treatment for the reporting information, in whole or in 
part, can be requested in accordance with the instructions to the form, 
pursuant to sections (b)(4), (b)(6) and (b)(8) of FOIA (5 U.S.C. 
522(b)(4), (b)(6) and (b)(8)).
    Abstract: The FR Y-11 reports collect financial information for 
individual non-functionally regulated U.S. nonbank subsidiaries of 
domestic BHCs or SLHCs. BHCs and SLHCs file the FR Y-11 on a quarterly 
or annual basis according to filing criteria. The FR Y-11 data are used 
with other BHC and SLHC data to assess the condition of BHCs and SLHCs 
that are heavily engaged in nonbanking activities and to monitor the 
volume, nature, and condition of their nonbanking operations.
    The FR Y-11S is an abbreviated reporting form that collects four 
data items: net income, total assets, equity capital, and total off-
balance-sheet data items. The FR Y-11S is filed annually, as of 
December 31, by top-tier BHCs and SLHCs for each individual nonbank 
subsidiary (that does not meet the criteria for filing the detailed 
report) with total assets of at least $50 million, but less than $250 
million, or with total assets greater than 1 percent of the total 
consolidated assets of the top-tier organization.
    4. Report title: Financial Statements of Foreign Subsidiaries of 
U.S. Banking Organizations.
    Agency form number: FR 2314 and FR 2314S.
    OMB control number: 7100-0073.
    Frequency: Quarterly and annually.
    Reporters: Foreign subsidiaries of U.S. state member banks, BHCs, 
SLHCs, and Edge or agreement corporations.
    Estimated annual reporting hours: FR 2314 (quarterly): 19,483; FR 
2314 (annual): 4,415; FR 2314S: 1,047.
    Estimated average hours per response: FR 2314 (quarterly): 6.6; FR 
2314 (annual): 6.6; FR 2314S: 1.0.
    Number of respondents: FR 2314 (quarterly): 738; FR 2314 (annual): 
669; FR 2314S: 1,047.
    General description of report: This information collection is 
mandatory (12 U.S.C. 324, 602, 625, 1467a(b)(2), and 1844(c)). 
Confidential treatment is not routinely given to the data in these 
reports. However, confidential treatment for the reporting information, 
in whole or in part, can be requested in accordance with the 
instructions to the form, pursuant to sections (b)(4), (b)(6) and 
(b)(8) of FOIA (5 U.S.C. 522(b)(4), (b)(6) and (b)(8)).
    Abstract: The FR 2314 reports collect financial information for 
non-functionally regulated direct or indirect foreign subsidiaries of 
U.S. state member banks (SMBs), Edge and agreement corporations, SLHCs, 
and BHCs. Parent organizations (SMBs, Edge and agreement corporations, 
SLHCs, or BHCs) file the FR 2314 on a quarterly or annual basis 
according to filing criteria. The FR 2314 data are used to identify 
current and potential problems at the foreign subsidiaries of U.S. 
parent companies, to monitor the activities of U.S. banking 
organizations in specific countries, and to develop a better 
understanding of activities within the industry, in general, and of 
individual institutions, in particular.
    The FR 2314S is an abbreviated reporting form that collects four 
data items: net income, total assets, equity capital, and total off-
balance-sheet data items. The FR 2314S is filed annually, as of 
December 31, for each individual subsidiary (that does not meet the 
criteria for filing the detailed report) with assets of at least $50 
million but less than $250 million, or with total assets greater than 1 
percent of the total consolidated assets of the top-tier organization.
    5. Report title: Bank Holding Company Report of Insured Depository 
Institutions' Section 23A Transactions with Affiliates.
    Agency form number: FR Y-8.
    OMB control number: 7100-0126.

[[Page 81939]]

    Frequency: Quarterly.
    Reporters: Top-tier BHCs and SLHCs, including financial holding 
companies (``FHCs''), for all insured depository institutions that are 
owned by the BHC or SLHC and by FBOs that directly own a U.S. 
subsidiary bank.
    Estimated annual reporting hours: 56,001 hours.
    Estimated average hours per response: Institutions with covered 
transactions, 7.8 hours; Institutions without covered transactions, 1.0 
hour.
    Number of respondents: Institutions with covered transactions, 
1,134; Institutions without covered transactions, 5,155.
    General description of report: This information collection is 
mandatory (12 U.S.C. 1467a(b)(2), 1844(c)(1)(A) and is given 
confidential treatment (5 U.S.C. 552(b)(4)).
    Abstract: This reporting form collects information on transactions 
between an insured depository institution and its affiliates that are 
subject to section 23A of the Federal Reserve Act. The primary purpose 
of the data is to enhance the Board's ability to monitor bank exposures 
to affiliates and to ensure banks' compliance with section 23A of the 
Federal Reserve Act. Section 23A of the Federal Reserve Act is one of 
the most important statutes on limiting exposures to individual 
institutions and protecting against the expansion of the federal safety 
net.
    6. Report title: Consolidated Bank Holding Company Report of Equity 
Investments in Nonfinancial Companies, and the Annual Report of 
Merchant Banking Investments Held for an Extended Period.
    Agency form number: FR Y-12 and FR Y-12A, respectively.
    OMB control number: 7100-0300.
    Frequency: FR Y-12, quarterly and semiannually; and FR Y-12A, 
annually.
    Reporters: BHCs, SLHCs, and FHCs.
    Estimated annual reporting hours: FR Y-12, 1,980 hours; and FR Y-
12A, 126 hours.
    Estimated average hours per response: FR Y-12, 16.5 hours; and FR 
Y-12A, 7.0 hours.
    Number of respondents: FR Y-12, 35; and FR Y-12A, 18.
    General description of report: This collection of information is 
mandatory pursuant to Section 5(c) of the BHC Act (12 U.S.C. 
1844(c)(1)(A)) and Section 10(b) of HOLA (12 U.S.C. 1467a(b)(2)). The 
FR Y-12 data are not considered confidential. However, BHCs and SLHCs 
may request confidential treatment for any information that they 
believe is subject to an exemption from disclosure under FOIA, 5 U.S.C. 
552(b). The FR Y-12A data are considered confidential on the basis that 
disclosure of specific commercial or financial data relating to 
investments held for extended periods of time could result in 
substantial harm to the competitive position of the financial holding 
company pursuant to the FOIA (5 U.S.C. 552(b)(4) and (b)(8)).
    Abstract: The FR Y-12 collects information from certain domestic 
BHCs and SLHCs on their equity investments in nonfinancial companies. 
Respondents report the FR Y-12 either quarterly or semi-annually based 
on reporting threshold criteria. The FR Y-12A is filed annually by 
institutions that hold merchant banking investments that are 
approaching the end of the holding period permissible under Regulation 
Y.
    7. Report title: The Capital and Asset Report of Foreign Banking 
Organizations, and the Financial Statements of U.S. Nonbank 
Subsidiaries Held by Foreign Banking Organizations.
    Agency form number: FR Y-7Q, FR Y-7N and FR Y-7NS, respectively.
    OMB control number: 7100-0125.
    Frequency: Quarterly and annually.
    Reporters: FBOs.
    Estimated annual reporting hours: FR Y-7Q (quarterly): 315; FR Y-7Q 
(annual): 118; FR Y-7N (quarterly): 5,331; FR Y-7N (annual): 1,455; FR 
Y-7NS: 299.
    Estimated average hours per response: FR Y-7Q (quarterly): 1.25; FR 
Y-7Q (annual): 1.0; FR Y-7N (quarterly): 6.8; FR Y-7N (annual): 6.8; FR 
Y-7NS: 1.0.
    Number of respondents: FR Y-7Q (quarterly): 63; FR Y-7Q (annual): 
118; FR Y-7N (annual): 196; FR Y-7N (annual): 214; FR Y-7NS: 299.
    General description of report: The FR Y-7Q and FR Y-7N information 
collections are mandatory (12 U.S.C. 1467a(b)(2), 1844(c)(1)(A), 
3106(c), and 3108). Confidential treatment is not routinely given to 
the data in these reports. However, confidential treatment for 
information, in whole or in part, on any of the reporting forms can be 
requested in accordance with the instructions to the form, pursuant to 
sections (b)(4) and (b)(6) of the Freedom of Information Act (5 U.S.C. 
522(b)(4) and (b)(6)).
    Abstract: The FR Y-7Q collects consolidated regulatory capital 
information from all FBOs either quarterly or annually. FBOs that have 
effectively elected to become FHCs file the FR Y-7Q quarterly. All 
other FBOs (those that have not elected to become FHCs) file the FR Y-
7Q annually. The FR Y-7N collects financial information for non-
functionally regulated U.S. nonbank subsidiaries held by FBOs other 
than through a U.S. BHC, U.S. SLHC, U.S. FHC, or U.S. bank. FBOs file 
the FR Y-7N on a quarterly or annual basis. The FR Y-7NS collects 
financial information for non-functionally regulated U.S. nonbank 
subsidiaries held by FBOs other than through a U.S. BHC, U.S. SLHC, 
U.S. FHC, or U.S. bank. The FR Y-7NS is filed annually, as of December 
31, by top-tier FBOs for each individual nonbank subsidiary (that does 
not meet the filing criteria for filing the detailed report) with total 
assets of at least $50 million, but less than $250 million.

    Board of Governors of the Federal Reserve System.

    Dated: December 23, 2011.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 2011-33432 Filed 12-28-11; 8:45 am]
BILLING CODE 6210-01-P