[Federal Register Volume 85, Number 130 (Tuesday, July 7, 2020)]
[Notices]
[Pages 40646-40649]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-14572]


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FEDERAL RESERVE SYSTEM


Proposed Agency Information Collection Activities; Comment 
Request

AGENCY: Board of Governors of the Federal Reserve System.

ACTION: Temporary approval of information collection, request for 
comment.

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SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
has temporarily revised the Consolidated Financial Statements for 
Holding Companies (FR Y-9C; OMB No. 7100-0128) pursuant to the 
authority delegated to the Board by the Office of Management and Budget 
(OMB), per 5 CFR part 1320, App.A(1)(a)(3)(A) (OMB Regulations on 
Controlling Paperwork Burdens on the Public). Additionally, the Board 
invites comment on a proposal to extend the FR Y-9 family of reports 
for three years, with these revisions to the FR Y-9C.

DATES: Comments must be submitted on or before September 8, 2020.

ADDRESSES: You may submit comments, identified by FR Y-9, by any of the 
following methods:
     Agency website: https://www.federalreserve.gov/. Follow 
the instructions for submitting comments at https://www.federalreserve.gov/apps/foia/proposedregs.aspx.
     Email: [email protected]. Include the OMB 
number in the subject line of the message.
     Fax: (202) 452-3819 or (202) 452-3102.
     Mail: Ann E. Misback, Secretary, Board of Governors of the 
Federal Reserve System, 20th Street and Constitution Avenue NW, 
Washington, DC 20551.
    All public comments are available from the Board's website at 
https://www.federalreserve.gov/apps/foia/proposedregs.aspx as 
submitted, unless modified for technical reasons or to remove 
personally identifiable information at the commenter's request. 
Accordingly, comments will not be edited to remove any identifying or 
contact information. Public comments may also be viewed electronically 
or in paper in Room 146, 1709 New York Avenue NW, Washington, DC 20006, 
between 9:00 a.m. and 5:00 p.m. on weekdays. For security reasons, the 
Board requires that visitors make an appointment to inspect comments. 
You may do so by calling (202) 452-3684. Upon arrival, visitors will be 
required to present valid government-issued photo identification and to 
submit to security screening in order to inspect and photocopy 
comments.
     Additionally, commenters may send a copy of their comments 
to the Office of Management and Budget (OMB) Desk Officer--Alex 
Goodenough--Office of Information and Regulatory Affairs, Office of 
Management and Budget, New Executive Office Building, Room 10235, 725 
17th Street NW, Washington, DC 20503, or by fax to (202) 395-6974.

FOR FURTHER INFORMATION CONTACT:  A copy of the Paperwork Reduction Act 
(PRA) OMB submission, including the reporting form and instructions, 
supporting statement, and other documentation will be placed into OMB's 
public docket files, if approved. These documents will also be made 
available on the Board's public website at https://www.federalreserve.gov/apps/reportforms/review.aspx or may be requested 
from the agency clearance officer, whose name appears below.
     Federal Reserve Board Clearance Officer--Nuha Elmaghrabi--
Office of the Chief Data Officer, Board of Governors of the Federal 
Reserve System, Washington, DC 20551, (202) 452-3829.

SUPPLEMENTARY INFORMATION: On June 15, 1984, OMB delegated to the Board 
authority under the PRA to approve and assign OMB control numbers to 
collections of information conducted or sponsored by the Board. In 
exercising this delegated authority, the Board is directed to take 
every reasonable step to solicit comment. In determining whether to 
approve a collection of information, the Board will consider all 
comments received from the public and other agencies. Pursuant to its 
delegated authority, the Board may temporarily approve a revision to a 
collection of information, without providing opportunity for public 
comment, if the Board determines that a change in an existing 
collection must be instituted quickly and that public participation in 
the approval process would defeat the purpose of the collection or 
substantially interfere with the Board's ability to perform its 
statutory obligations.
    As discussed below, the Board has made certain temporary revisions 
to the FR Y-9C information collection. The Board's delegated authority 
requires that the Board, after temporarily approving a collection, 
publish a notice soliciting public comment. Therefore, the Board is 
also inviting comment on a proposal to extend the FR Y-9 family of 
reports for three years, with these revisions to the FR Y-9C.

Request for Comment on Information Collection Proposal

    The Board invites public comment on the following information 
collection, which is being reviewed under authority delegated by the 
OMB under the PRA. Comments are invited on the following:
    a. Whether the proposed collection of information is necessary for 
the proper performance of the Board's functions, including whether the 
information has practical utility;
    b. The accuracy of the Board's estimate of the burden of the 
proposed information collection, including the validity of the 
methodology and assumptions used;
    c. Ways to enhance the quality, utility, and clarity of the 
information to be collected;
    d. Ways to minimize the burden of information collection on 
respondents, including through the use of automated collection 
techniques or other forms of information technology; and
    e. Estimates of capital or startup costs and costs of operation, 
maintenance, and purchase of services to provide information.
    At the end of the comment period, the comments and recommendations 
received will be analyzed to determine the extent to which the Board 
should modify the proposal.

Final Approval Under OMB Delegated Authority of the Temporary Revision 
of, and Proposal To Extend for Three Years, With Revision, of the 
Following Information Collection

    Report title: Financial Statements for Holding Companies.
    Agency form number: FR Y-9C; FR Y-9LP; FR Y-9SP; FR Y-9ES; FR Y-
9CS.
    OMB control number: 7100-0128.
    Frequency: Quarterly, semiannually, and annually.
    Respondents: Bank holding companies (BHCs), savings and loan 
holding companies (SLHCs), securities holding companies (SHCs), and 
U.S. intermediate holding companies (IHCs)

[[Page 40647]]

(collectively, holding companies (HCs)).\1\
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    \1\ An SLHC must file one or more of the FR Y-9 family of 
reports unless it is: (1) A grandfathered unitary SLHC with 
primarily commercial assets and thrifts that make up less than five 
percent of its consolidated assets; or (2) a SLHC that primarily 
holds insurance-related assets and does not otherwise submit 
financial reports with the SEC pursuant to section 13 or 15(d) of 
the Securities Exchange Act of 1934.
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    Estimated number of respondents:
    FR Y-9C (non-advanced approaches (AA) HCs community bank leverage 
ratio (CBLR)) with less than $5 billion in total assets--71, FR Y-9C 
(non AA HCs CBLR) with $5 billion or more in total assets--35, FR Y-9C 
(non AA HCs non-CBLR) with less than $5 billion in total assets--84, FR 
Y-9C (non AA HCs non-CBLR) with $5 billion or more in total assets--
154, FR Y-9C (AA HCs)--19, FR Y-9LP--434, FR Y-9SP--3,960, FR Y-9ES--
83, FR Y-9CS--236.

    Estimated average hours per response:

Reporting

    FR Y-9C (non AA HCs CBLR) with less than $5 billion in total 
assets--29.17, FR Y-9C (non AA HCs CBLR) with $5 billion or more in 
total assets--35.14, FR Y-9C (non AA HCs non-CBLR) with less than $5 
billion in total assets--41.01, FR Y-9C (non AA HCs non-CBLR) with $5 
billion or more in total assets--46.98, FR Y-9C (AA HCs)--48.80, FR Y-
9LP--5.27, FR Y-9SP--5.40, FR Y-9ES--0.50, FR Y-9CS--0.50.

Recordkeeping

    FR Y-9C--1, FR Y-9LP--1, FR Y-9SP--0.50, FR Y-9ES--0.50, FR Y-9CS--
0.50.

    Estimated annual burden hours:

Reporting

    FR Y-9C (non AA HCs CBLR) with less than $5 billion in total 
assets--8,284, FR Y-9C (non AA HCs CBLR) with $5 billion or more in 
total assets--4,920, FR Y-9C (non AA HCs non-CBLR) with less than $5 
billion in total assets--13,779, FR Y-9C (non AA HCs non-CBLR) with $5 
billion or more in total assets--28,940, FR Y-9C (AA HCs)--3,709, FR Y-
9LP--9,149, FR Y-9SP--42,768, FR Y-9ES--42, FR Y-9CS--472.

Recordkeeping

    FR Y-9C--1,452, FR Y-9LP--1,736, FR Y-9SP--3,960, FR Y-9ES--42, FR 
Y-9CS--472.

    General description of report: The FR Y-9 family of reporting forms 
continues to be the primary source of financial data on holding 
companies that examiners rely on in the intervals between on-site 
inspections. The Board requires HCs to provide standardized financial 
statements to fulfill the Board's statutory obligation to supervise 
these organizations. Financial data from these reporting forms are used 
to detect emerging financial problems, to review performance and 
conduct pre-inspection analysis, to monitor and evaluate capital 
adequacy, to evaluate holding company mergers and acquisitions, and to 
analyze a holding company's overall financial condition to ensure the 
safety and soundness of its operations. The FR Y-9C report serves as 
standardized financial statements for the consolidated holding company. 
The FR Y-9LP and FR Y-9SP are parent-company only financial statements 
submitted primarily based on the HC's total consolidated assets. The FR 
Y-9ES is a financial statement for HCs that are Employee Stock 
Ownership Plans. The Board uses the voluntary FR Y-9CS (a free-form 
supplement) to collect additional information deemed to be critical and 
needed in an expedited manner. HCs file the FR Y-9C on a quarterly 
basis, the FR Y-9LP quarterly, the FR Y-9SP semiannually, and the FR Y-
9ES annually, as applicable, and the FR Y-9CS on a schedule that is 
determined when this supplement is used.

Current Actions

    The Board has temporarily revised the FR Y-9C to collect four new 
data items related to the Paycheck Protection Payment (PPP) loans and 
the Paycheck Protection Program Liquidity Facility (PPPLF).\2\
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    \2\ 85 FR 20387 (April 13, 2020).
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    In addition, the Board temporarily revised the FR Y-9C to collect 
two new items related to Section 4013 of the CARES Act. Section 4013 of 
the CARES Act permits holding companies flexibility in modifying loans 
related to the coronavirus disease 2019 (COVID-19).

New Data Items Related to the PPPLF

    Section 1102 of the CARES Act allows for banking organizations to 
make loans under a program of the Small Business Administration (SBA) 
in connection with COVID-19 disruptions to small businesses (referred 
to as PPP loans or PPP covered loans). While the loans are funded by 
the banking organizations, they receive a guarantee from the SBA. The 
Federal Reserve subsequently established a liquidity facility to permit 
banking organizations to obtain non-recourse loans, for which PPP loans 
are pledged to the facility, to provide additional liquidity.
    The Board needs to collect information on the number and 
outstanding balance of PPP loans, as well as the outstanding balance 
and quarterly average of PPP loans pledged to the liquidity facility, 
for use in supervising holding companies. These items also would enable 
Federal Reserve supervision staff to monitor credit and liquidity risk, 
aggregate industry trends, and individual institutions' use of the 
PPPLF. Therefore, the Board temporarily approved the addition of four 
new data items to collect this information, with the collection of 
these items expected to be time-limited. The Board would collect these 
items through the December 31, 2021, as-of date. If the Board 
subsequently determines that there is a supervisory need for this 
information beyond December 31, 2021, an extension of these items would 
be published for comment in a separate Federal Register notice.
    Starting with the June 30, 2020, reporting period, a holding 
company will be required to report the total number of PPP loans 
outstanding, the outstanding balance of PPP loans, the outstanding 
balance of PPP loans pledged to the Federal Reserve's liquidity 
facility, and the quarterly average amount of PPP loans pledged to the 
Federal Reserve's liquidity facility and excluded from average total 
assets in the calculation of the leverage ratio. These items have been 
added to Schedule HC-M, as items 25.a, 25.b, 25.c, and 25.d.

Section 4013 of Cares Act

    Section 4013 of the CARES Act suspends the requirements under 
United States generally accepted accounting principles for eligible 
loan modifications related to the COVID-19 pandemic that would 
otherwise be categorized as troubled debt restructurings (TDRs). The 
CARES Act defines an eligible loan under section 4013 (section 4013 
loan) as a loan modification that is (1) related to COVID-19, (2) 
executed on a loan that was not more than 30 days past due as of 
December 31, 2019, and (3) executed between March 1, 2020, and the 
earlier of (A) 60 days after the date of termination of the National 
Emergency concerning the COVID-19 outbreak or (B) December 31, 2020. 
Section 4013(d)(2) of the CARES Act provides that federal banking 
agencies may collect data about section 4013 loans for supervisory 
purposes.
    Holding companies accounting for eligible loans under Section 4013 
are not required to apply ASC Subtopic 310-40 to the Section 4013 loans 
for the term of the loan modification. In

[[Page 40648]]

addition, HCs do not have to report Section 4013 loans as TDRs in 
regulatory reports. However, as provided for under Section 4013, HCs 
should maintain records of the volume of section 4013 loans and the 
collection of data about such loans may be required for supervisory 
purposes.
    Consistent with section 4013(d)(2) of the CARES Act, the Board has 
added two new data items for section 4013 loans to the FR Y-9C, which 
would be collected quarterly beginning with the June 30, 2020, report 
date. These confidential items would enable Federal Reserve supervision 
staff to monitor credit risk, aggregate industry trends, and individual 
institutions' use of the temporary relief provided by section 4013. 
These new items, Memorandum item 16.a, ``Number of Section 4013 loans 
outstanding,'' and Memorandum item 16.b, ``Outstanding balance of 
Section 4013 loans,'' have been added to Schedule HC-C, Part I, Loans 
and Leases. These items will enable the Board to monitor individual 
HCs' use of the temporary relief provided by Section 4013 as well as 
the volume of loans modified in accordance with section 4013. The Board 
would collect these items through the December 31, 2021, as-of date. If 
the Board subsequently determines that there is a supervisory need for 
this information beyond December 31, 2021, an extension of these items 
would be published for comment in a separate Federal Register notice.
    The Board will collect institution-level section 4013 loan 
information on a confidential basis. The Board has encouraged financial 
institutions to work with their borrowers during the National Emergency 
related to COVID-19, including use of the relief under Section 4013.\3\ 
However, public disclosure of supervisory information on Section 4013 
loans could have a detrimental impact on holding companies offering 
modifications under this provision to borrowers that need relief due to 
COVID-19.
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    \3\ See ``Interagency Statement on Loan Modifications and 
Reporting for Financial Institutions Working with Customers Affected 
by the Coronavirus (Revised)'' (April 7, 2020), available at https://www.occ.gov/news-issuances/news-releases/2020/nr-ia-2020-50a.pdf.
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    The Board has determined that these temporary revisions to the FR 
Y-9C must be instituted quickly and that public participation in the 
approval process would defeat the purpose of the collection of 
information, as delaying the revisions would result in the collection 
of inaccurate information, would interfere with the Board's ability to 
perform its statutory duties and to properly supervise holding 
companies.
    Additionally, the Board proposes to extend the FR Y-9 family of 
reports for three years, with the revisions to the FR Y-9C discussed 
above, in order to permit continued accurate reporting of related data.
    Legal authorization and confidentiality: The Board has the 
authority to impose the reporting and recordkeeping requirements 
associated with the FR Y-9 family of reports on BHCs pursuant to 
section 5 of the Bank Holding Company Act of 1956 (BHC Act) (12 U.S.C. 
1844); on SLHCs pursuant to section 10(b)(2) and (3) of the Home 
Owners' Loan Act (12 U.S.C. 1467a(b)(2) and (3)), as amended by 
sections 369(8) and 604(h)(2) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (Dodd-Frank Act); on U.S. IHCs pursuant to 
section 5 of the BHC Act (12 U.S.C 1844), as well as pursuant to 
sections 102(a)(1) and 165 of the Dodd-Frank Act (12 U.S.C. 511(a)(1) 
and 5365); and on securities holding companies pursuant to section 618 
of the Dodd-Frank Act (12 U.S.C. 1850a(c)(1)(A)). The obligation to 
submit the FR Y-9 series of reports, and the recordkeeping requirements 
set forth in the respective instructions to each report, are mandatory.
    With respect to the FR Y-9C report, Schedule HI's memoranda data 
item 7(g) ``FDIC deposit insurance assessments,'' Schedule HC-P's data 
item 7(a) ``Representation and warranty reserves for 1-4 family 
residential mortgage loans sold to U.S. government agencies and 
government sponsored agencies,'' and Schedule HC-P's data item 7(b) 
``Representation and warranty reserves for 1-4 family residential 
mortgage loans sold to other parties'' are considered confidential 
commercial and financial information. Such treatment is appropriate 
under exemption 4 of the Freedom of Information Act (FOIA) (5 U.S.C. 
552(b)(4)) because these data items reflect commercial and financial 
information that is both customarily and actually treated as private by 
the submitter, and which the Board has previously assured submitters 
will be treated as confidential. It also appears that disclosing these 
data items may reveal confidential examination and supervisory 
information, and in such instances, this information would also be 
withheld pursuant to exemption 8 of the FOIA (5 U.S.C. 552(b)(8)), 
which protects information related to the supervision or examination of 
a regulated financial institution.
    For both the FR Y-9C report and the FR Y-9SP report, Schedule HC's 
memorandum item 2.b., the name and email address of the external 
auditing firm's engagement partner, is considered confidential 
commercial information and protected by exemption 4 of the FOIA (5 
U.S.C. 552(b)(4)) if the identity of the engagement partner is treated 
as private information by HCs. The Board has assured respondents that 
this information will be treated as confidential since the collection 
of this data item was proposed in 2004.
    Additionally, items on the FR Y-9C, Schedule HC-C for loans 
modified under section 4013, data items Memorandum items 16.a, ``Number 
of Section 4013 loans outstanding'' and Memorandum items 16.b, 
``Outstanding balance of Section 4013 loans'' are considered 
confidential. While the Board generally makes institution-level FR Y-9C 
report data publicly available, the Board is collecting section 4013 
loan information as part of condition reports for the impacted HCs and 
the Board considers disclosure of these items at the HC level would not 
be in the public interest.\4\ Such information is permitted to be 
collected on a confidential basis, consistent with 5 U.S.C. 
552(b)(8).\5\ In addition, holding companies may be reluctant to offer 
modifications under section 4013 if information on these modifications 
made by each holding company is publicly available, as analysts, 
investors, and other users of public FR Y-9C report information may 
penalize an institution for using the relief provided by the CARES Act. 
The Board may disclose section 4013 loan data on an aggregated basis, 
consistent with confidentiality or as otherwise required by law.
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    \4\ See 12 U.S.C. 1464(v)(2).
    \5\ Exemption 8 of the Freedom of Information Act (FOIA) 
specifically exempts from disclosure information ``contained in or 
related to examination, operating, or condition reports prepared by, 
on behalf of, or for the use of an agency responsible for the 
regulation or supervision of financial institutions.''
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    Aside from the data items described above, the remaining data items 
on the FR Y-9C report and the FR Y-9SP report are generally not 
accorded confidential treatment. The data items collected on FR Y-9LP, 
FR Y-9ES, and FR Y-9CS reports are also generally not accorded 
confidential treatment. As provided in the Board's Rules Regarding 
Availability of Information (12 CFR part 261), however, a respondent 
may request confidential treatment for any data items the respondent 
believes should be withheld pursuant to a FOIA exemption. The Board 
will review any such request to determine if confidential treatment is 
appropriate, and will inform the respondent if the request for 
confidential treatment has been denied.

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    To the extent the instructions to the FR Y-9C, FR Y-9LP, FR Y-9SP, 
and FR Y-9ES reports each respectively direct the financial institution 
to retain the workpapers and related materials used in preparation of 
each report, such material would only be obtained by the Board as part 
of the examination or supervision of the financial institution. 
Accordingly, such information is considered confidential pursuant to 
exemption 8 of the FOIA (5 U.S.C. 552(b)(8)). In addition, the 
workpapers and related materials may also be protected by exemption 4 
of the FOIA, to the extent such financial information is treated as 
confidential by the respondent (5 U.S.C. 552(b)(4)).
    Consultation outside the agency: The Federal Reserve consulted with 
the Office of the Comptroller of the Currency and the Federal Deposit 
Insurance Corporation in the development of this proposal.

    Board of Governors of the Federal Reserve System, July 1, 2020.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2020-14572 Filed 7-6-20; 8:45 am]
BILLING CODE 6210-01-P