[Federal Register Volume 76, Number 165 (Thursday, August 25, 2011)]
[Notices]
[Pages 53129-53134]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-21736]


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FEDERAL RESERVE SYSTEM


Proposed Agency Information Collection Activities; Comment 
Request

AGENCY: Board of Governors of the Federal Reserve System.

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 proposing new information collections for 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'').

DATES: Comments must be submitted on or before November 1, 2011.

ADDRESSES: You may submit comments, identified by FR Y-6, FR Y-7, FR Y-
9 reports, FR Y-11/11S, FR 2314/2314S, FR Y-8, FR Y-12/12A, FR Y-7Q, or 
FR Y-7N/NS, by any of the following methods:
     Agency Web Site: http://www.federalreserve.gov. Follow the 
instructions for submitting comments at http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm.
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     E-mail: regs.comments@federalreserve.gov. Include docket 
number in the subject line of the message.
     FAX: 202/452-3819 or 202/452-3102.
     Mail: Jennifer J. Johnson, Secretary, Board of Governors 
of the Federal Reserve System, 20th Street and

[[Page 53130]]

Constitution Avenue, NW., Washington, DC 20551.

All public comments are available from the Board's Web site at http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm as submitted, 
unless modified for technical reasons. Accordingly, your comments will 
not be edited to remove any identifying or contact information. Public 
comments may also be viewed electronically or in paper form in Room MP-
500 of the Board's Martin Building (20th and C Streets, NW.) between 9 
a.m. and 5 p.m. on weekdays.
    Additionally, commenters should send a copy of their comments to 
the OMB Desk Officer by mail to the Office of Information and 
Regulatory Affairs, U.S. 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 PRA OMB submission, 
including the proposed reporting form and instructions, supporting 
statement, and other documentation will be placed into OMB's public 
docket files, once approved. These documents will also be made 
available on the Federal Reserve Board's public Web site at: http://www.federalreserve.gov/boarddocs/reportforms/review.cfm or may be 
requested from the agency clearance officer, whose name appears below.
    Cynthia Ayouch, Acting 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.

SUPPLEMENTARY INFORMATION:
    Background. On June 15, 1984, the Office of Management and Budget 
(OMB) delegated to the Board of Governors of the Federal Reserve System 
(Board) its approval authority under the Paperwork Reduction Act (PRA), 
as per 5 CFR 1320.16, to approve of and assign OMB control numbers to 
collection of information requests and requirements conducted or 
sponsored by the Board under conditions set forth in 5 CFR Part 1320 
Appendix A.1. 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 instruments 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.
    Request for comment on information collection proposals. The 
following information collections, which are being handled under this 
delegated authority, have received initial Board approval and are 
hereby published for comment. At the end of the comment period, the 
proposed information collections, along with an analysis of comments 
and recommendations received, will be submitted to the Board for final 
approval under OMB delegated authority. Comments are invited on the 
following:
    a. Whether the proposed collection of information is necessary for 
the proper performance of the Federal Reserve's functions; including 
whether the information has practical utility;
    b. The accuracy of the Federal Reserve'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; and
    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.
    Proposal to revise under OMB delegated authority without extension 
the following reports. Currently, the Board collects certain 
consolidated information from bank holding companies (``BHCs'') and 
qualifying FBOs (``foreign banking organizations''). These collections 
are itemized below. This proposal, as discussed in more detail below, 
would revise these reporting panels to include SLHCs in the same manner 
as BHCs.
    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; FR Y-7: 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), and the International Banking Act (12 U.S.C. 248(a)(1), 602, 
611a, 1844(c)(1)(A), 3106(a), and 3108(a)), and Regulations K and Y (12 
CFR 211.13(c), 225.5(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 nonqualifying FBOs. It collects financial data, an 
organization chart, verification of domestic branch data, and 
information about shareholders. The Federal Reserve uses the data to 
monitor holding company operations and determine holding company 
compliance with the provisions of the BHC Act and Regulation Y (12 CFR 
part 225). The FR Y-7 is an annual information collection submitted by 
qualifying FBOs to update their financial and organizational 
information with the Federal Reserve. The Federal Reserve 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: Bank holding companies.
    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: 45.15; 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. 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-9C and the FR Y-9LP are standardized financial

[[Page 53131]]

statements for the consolidated BHC 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 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 
mergers and acquisitions, and to analyze a BHC'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. The FR Y-9C is filed by top-tier 
BHCs with total consolidated assets of $500 million or more. (Under 
certain circumstances defined in the General Instructions, BHCs 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 that files the 
FR Y-9C. In addition, for tiered BHCs, a separate FR Y-9LP must be 
filed for each lower tier BHC.
    The FR Y-9SP is a parent company only financial statement filed by 
smaller BHCs. Respondents include BHCs 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 (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 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. The information is used to assess and 
monitor emerging issues related to BHCs. It is intended to supplement 
the FR Y-9 reports, which are used to monitor BHCs 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: Bank holding companies.
    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. Sec. Sec.  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. BHCs 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 
data to assess the condition of BHCs 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 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, bank 
holding companies, 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, 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, and 
BHCs. Parent organizations (SMBs, Edge and agreement corporations, 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.
    Frequency: Quarterly.
    Reporters: Top-tier BHCs, including financial holding companies 
(FHCs), for all insured depository institutions that are owned by the 
BHC 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.

[[Page 53132]]

    Number of respondents: Institutions with covered transactions, 
1,134; Institutions without covered transactions, 5,155.
    General description of report: This information collection is 
mandatory (section 5(c) of the BHC Act (12 U.S.C. 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 Federal Reserve'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: Bank holding companies and financial holding companies.
    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)). The FR Y-12 data are not considered confidential. 
However, BHCs 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 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: Foreign bank organizations.
    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. 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 
nonfunctionally regulated U.S. nonbank subsidiaries held by FBOs other 
than through a U.S. BHC, U.S. FHC or U.S. bank. FBOs file the FR Y-7N 
on a quarterly or annual basis. The FR Y-7NS collect financial 
information for nonfunctionally regulated U.S. nonbank subsidiaries 
held by FBOs other than through a U.S. BHC, 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.
    Current Actions. The Dodd-Frank Act was enacted into law on July 
21, 2010. Title III of the Dodd-Frank Act abolishes the OTS and 
transferred all former OTS authorities (including rulemaking) related 
to SLHCs to the Federal Reserve effective as of July 21, 2011. The 
Federal Reserve is responsible for the consolidated supervision of 
SLHCs beginning July 21, 2011.
    Consolidated data currently collected from BHCs assist the Federal 
Reserve in the identification and evaluation of significant risks that 
may exist in a diversified holding company. The data also assist the 
Federal Reserve in determining whether an institution is in compliance 
with applicable laws and regulations. The Federal Reserve 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 Federal 
Reserve'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 
Federal Reserve's established approach regarding BHC supervision. The 
proposed revisions would provide data to analyze the overall financial 
condition of most SLHCs to ensure safe and sound operations.
    On February 8, 2011, the Federal Reserve 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.
    The comment period for the NOI ended on April 11, 2011, and the 
Federal Reserve received ten comment letters from five trade 
associations, two insurance companies, one law firm, one commercial 
company and one utility SLHC. Most respondents expressed concern with 
the implementation deadline of March 31, 2012, and requested a delay. 
All respondents stated concern with implementation cost and burden 
associated with creation of new systems, processes and internal 
controls. Some respondents that represented insurance companies or 
grandfathered unitary SLHCs currently engaged in commercial activities 
strongly encouraged the Federal Reserve to reconsider its proposal 
noting that a ``one-size-fits-all'' approach would be far more costly 
than the benefits derived. Insurance companies stated the

[[Page 53133]]

requirement to file BHC reports, which are based on U.S. generally 
accepted accounting principles (GAAP), would cause the creation of 
duplicative accounting systems due to state mandated requirements to 
compile financial statements using statutory accounting principles 
(SAP), especially for insurance companies that use SAP exclusively or 
use GAAP on a limited basis. Some respondents also noted that 
grandfathered unitary SLHCs are not subject to the same restrictive 
activities applicable to BHCs under the BHC Act and, therefore, they 
reasoned SLHCs should not file the FR Y-10, Report of Change in 
Organizational Structure (OMB No. 7100-0297), or at a minimum the 
activity codes should be modified. Lastly, a few respondents stated 
they prepare their financial statements on a basis different from a 
calendar year-end basis. They contend that imposing calendar year 
reporting would add complexity to their financial reporting 
infrastructure and asked for confidential treatment for a period of 
time.
    After consideration of the comments received on the NOI, the 
Federal Reserve proposes to exempt a limited number of SLHCs from 
initial regulatory reporting using the Federal Reserve existing 
regulatory reports and providing a two year phase-in approach for 
regulatory reporting for all other SLHCs.\1\ The reporting panels for 
the above listed reports would be revised to include SLHCs.
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    \1\ All SLHCs would 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 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 would still be 
required to report the HOLA H-(b)11 report (OTS Form H-(b)11; OMB 
No. 7100-0334) with the Federal Reserve. In addition, SLHCs that are 
initially exempt from reporting using the Federal Reserve's 
regulatory reports would still be required to report Thrift 
Financial Report Schedule HC (OTS 1313; OMB No. 1557-0255) and the 
Federal Reserve's FR Y-6 and FR Y-7 regulatory reports. Details 
about how SLHCs will submit TFR Schedule HC to the Federal Reserve 
effective for 2012 will be described in a separate notice in the 
Federal Register later this year. Additionally, the Federal Reserve 
will issue a transmittal letter later this year with information 
regarding the submission of the HOLA H-(b)11 report.
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    The proposed revisions would provide data to analyze the overall 
financial condition of SLHCs to ensure safe and sound operations. 
Reporting requirements for BHCs would not be affected by this proposal. 
The Federal Reserve also proposes to revise other regulatory reports 
filed by BHCs to include SLHCs in the reporting panels going forward, 
as needed for supervisory purposes.\2\ No other revisions are proposed 
for these information collections.
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    \2\ In addition, the Federal Reserve plans to issue a separate 
reporting proposal for the FR Y-10 report later in 2011 or early in 
2012 that will address the Federal Reserve'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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Proposed Transition to BHC Reporting Forms

    After considering the comments received on the NOI, the Federal 
Reserve proposes to exclude certain SLHCs from reporting and allow 
phased-in reporting for most SLHCs as described below.

Excluded SLHCs

    The Federal Reserve believes that there are a limited number of 
SLHCs where immediate transition to BHC regulatory reports is not 
appropriate. As a result, the Federal Reserve proposes to initially 
exempt SLHCs in either of the following categories from reporting using 
the Federal Reserve's BHC reports:
     SLHCs that are exempt pursuant to section 10(c)(9)(C) of 
HOLA 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; \3\ 
or
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    \3\ For example, the asset size test for the March 31, 2012 
reporting period would be based on December 31, 2011, assets. The 
asset size test for June 30, 2012, would be based on March 31, 2012, 
assets.
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     SLHCs where the top-tier holding company is an insurance 
company that only prepares SAP financial statements.
    Specifically, the Federal Reserve has concluded it is not 
reasonable at this time to require standardized regulatory reports from 
SLHCs that are exempt pursuant to section 10(c)(9)(C) of HOLA \4\ 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. The Federal 
Reserve has identified a limited number of these companies that are 
either principally engaged in commercial activities (such as 
manufacturing or merchandizing) or are engaged in activities not 
specifically allowed by financial holding companies (such as real 
estate development). In many cases, applying bank-centric reporting to 
these disparate companies may provide little useful information to 
Federal Reserve analysts. For exempt SLHCs, the Federal Reserve would 
rely on reports provided to other regulators, such as the Securities 
and Exchange Commission (SEC), and supervisory information gathered by 
examiners from the parent organization. The Federal Reserve believes 
that it is prudent to re-evaluate reporting requirements for all SLHCs 
that are exempt pursuant to section 10(c)(9)(C) of HOLA after the 
Federal Reserve has more experience with supervision of these 
companies.
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    \4\ These SLHCs are referred to as ``grandfathered unitary 
savings and loan holding companies.''
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    Additionally, the Federal Reserve believes that there would only be 
a limited number of SLHCs that are insurance companies that could not 
develop reporting systems to comply with the Federal Reserve's existing 
reporting requirements within a reasonable period of time or without 
incurring inordinate expense. Currently, certain SLHCs where the top-
tier holding company is an insurance company that is not a reporting 
company with the SEC are not required to produce consolidated financial 
information. These SLHCs prepare financial statements using SAP. After 
considering comments received from these entities, the Federal Reserve 
believes that requiring these companies to quickly build a duplicate 
accounting system that is GAAP-based in order to produce reports in the 
required manner for the Federal Reserve is not justifiable at this 
time. Until the consolidated regulatory capital rules are finalized for 
SLHCs, the Federal Reserve would rely on supervisory information and 
the reports these companies submit to the state insurance regulators 
and the National Association of Insurance Commissioners (NAIC). The 
Federal Reserve will re-evaluate the regulatory reporting requirements 
for these institutions once the consolidated regulatory capital rules 
are finalized and may require GAAP-based reporting at that time.
    The Federal Reserve believes that there may be a few SLHCs that do 
not meet the exemption criteria that nonetheless would be unreasonable 
to require standardized regulatory reporting beginning in March 2012. 
These SLHCs will be reviewed on a case-by-case basis to determine if 
they will be required to submit Federal Reserve regulatory reports. 
Conversely, other SLHCs who currently meet the exemption criteria will 
be reviewed on a case-by-case basis to determine if they should be 
required to submit Federal Reserve regulatory reports.
    All exempt SLHCs would be required to continue to submit the 
existing Schedule HC, currently in the TFR, and the OTS Form H-(b)11 
until further

[[Page 53134]]

notice.\5\ All exempt SLHCs would also be required to file the FR Y-6 
and FR Y-7 beginning with fiscal year ends beginning December 31, 2012.
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    \5\ See footnote 1.
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All Other SLHCs

    For all SLHCs that are not excluded from reporting, the Federal 
Reserve 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 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. 
A detailed discussion follows.
    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 reports).\6\ 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 Federal Reserve would also 
continue to submit the Form H-(b)11 until further notice.
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    \6\ SLHCs that must file the FR Y-9C report would not be 
required to complete Schedule HC-R, Regulatory Capital, until 
consolidated regulatory capital requirements for SLHCs are 
established.
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    The Federal Reserve understands that SLHCs that are not exempt from 
activity limitations pursuant to section 10(c)(9)(C) of HOLA are 
typically traditional in the context of their structure and activities 
and are very similar to BHCs. As a result, the Federal Reserve believes 
that these SLHCs should be able to develop the appropriate reporting 
systems if they are given an adequate amount of time and the benefit of 
systematic development through a phased-in approach. These SLHCs may 
engage in substantial activities outside of operating savings 
associations but that are permissible for non-exempt SLHCs, such as 
broker-dealer services and insurance.
    Although a number of comments were received from SLHCs that are 
also state-regulated insurance companies, the Federal Reserve believes 
that many of these SLHCs should be able to develop systems to comply 
with the Federal Reserve's reporting requirements. If a SLHC, including 
state-regulated insurance companies, is a reporting company with the 
SEC, it is required to prepare GAAP-based financial statements and 
should be able to report to the Federal Reserve.

    Board of Governors of the Federal Reserve System, August 22, 
2011.
Robert deV. Frierson,
Deputy Secretary of the Board.
[FR Doc. 2011-21736 Filed 8-24-11; 8:45 am]
BILLING CODE 6210-01-P