Federal Register / Vol. 76, No. 250 / Thursday, December 29, 2011 / Notices 81933

1. The Wireless Telecommunications By Order of the Federal Maritime Current Actions. The Dodd-Frank Act and Media Bureaus announce a change Commission. was enacted into law on July 21, 2010. to the construction permit number for Dated: December 23, 2011. Title III of the Dodd-Frank Act one of the FM broadcast construction Karen V. Gregory, abolished the OTS and transferred its permits being offered in Auction 93. Secretary. authorities (including rulemaking) The number assigned to the [FR Doc. 2011–33485 Filed 12–28–11; 8:45 am] related to SLHCs to the Board effective construction permit for a Class A FM BILLING CODE 6730–01–P as of July 21, 2011. The Board is radio station on channel 252 at Culver, responsible for the consolidated IN is changed from MM-FM900-A, as supervision of SLHCs beginning July 21, listed in Attachment A to the Auction FEDERAL RESERVE SYSTEM 2011. Consolidated data currently 93 Procedures Public Notice, 76 FR collected from bank holding companies 78645, December 19, 2011, to MM- Agency Information Collection (‘‘BHCs’’) assist the Board in the FM389-A. Attachment A to the Auction Activities Regarding Savings and Loan identification and evaluation of 93 Revised Construction Permit Public Holding Companies: Announcement of significant risks that may exist in a Notice reflects this change and also Board Approval Under Delegated diversified holding company. The data includes an indicator that a permit for Authority and Submission to OMB also assist the Board in determining this allotment was won in Auction 62, whether an institution is in compliance but the winning bidder defaulted. SUMMARY: Pursuant to the Paperwork with applicable laws and regulations. 2. For additional information about Reduction Act of 1995 and 5 CFR The Board believes that it is important Auction 93, including filing deadlines 1320.16, the Board of Governors of the that any company that owns and and an overview of requirements to Federal Reserve System (‘‘Board’’) is operates a depository institution be held participate in the auction, you should hereby giving notice of the final to appropriate standards of consult the Auction 93 Procedures approval of proposed information capitalization, liquidity, and risk Public Notice. That Public Notice and collections from savings and loan management. Consequently, it is the additional information about Auction 93 holding companies (‘‘SLHCs’’). On July Board’s intention that, to the greatest may be found on the Commission’s 21, 2011, the responsibility for extent possible, taking into account any supervision and regulation of SLHCs Auction Web site at http:// unique characteristics of SLHCs and the transferred from the Office of Thrift wireless.fcc.gov/auctions. requirements of the Home Owners’ Loan Supervision (‘‘OTS’’) to the Board Federal Communications Commission. Act (‘‘HOLA’’), supervisory oversight of pursuant to section 312 of the Dodd- SLHCs should be carried out on a William W. Huber, Frank Wall Street Reform and Consumer comprehensive consolidated basis, Associate Chief, Auctions and Spectrum Protection Act (‘‘Dodd-Frank Act’’). The consistent with the Board’s established Access Division, WTB. Board issued a notice proposing approach regarding BHC supervision. [FR Doc. 2011–33509 Filed 12–28–11; 8:45 am] information collections from SLHCs and The revisions approved by the Board BILLING CODE 6712–01–P seeking public comment on August 25, will provide data to analyze the overall 2011. financial condition of most SLHCs to FOR FURTHER INFORMATION CONTACT: ensure safe and sound operations. FEDERAL MARITIME COMMISSION Cynthia Ayouch, Federal Reserve Board Clearance Officer (202) 452–3829), On February 8, 2011, the Board Notice of Agreements Filed Division of Research and Statistics, published in the Federal Register a notice of intent (‘‘NOI’’) to require The Commission hereby gives notice Board of Governors of the Federal SLHCs to submit the same reports as of the filing of the following agreements Reserve System, Washington, DC 20551. BHCs, beginning with the March 31, under the Shipping Act of 1984. Telecommunications Device for the Deaf 2012, reporting period. The NOI stated Interested parties may submit comments (TDD) users may contact (202) 263– that the Board would issue a formal on the agreements to the Secretary, 4869, Board of Governors of the Federal proposed notice on information Federal Maritime Commission, Reserve System, Washington, DC 20551. Washington, DC 20573, within ten days OMB Desk Officer—Shagufta Ahmed collection activities for SLHCs after the of the date this notice appears in the —Office of Information and Regulatory transfer date. On August 22, 2011, the Federal Register. Copies of the Affairs, Office of Management and Board issued a proposal to generally agreements are available through the Budget, New Executive Office Building, require SLHCs to submit certain reports Commission’s Web site (www.fmc.gov) Room 10235, Washington, DC 20503. currently used by BHCs and requested public comment.1 The comment period or by contacting the Office of SUPPLEMENTARY INFORMATION: Agreements at (202) 523–5793 or Background. Board-approved for the proposal expired on November 1, [email protected]. collections of information are 2011. The Board received 17 comment Agreement No.: 011275–030. incorporated into the official OMB letters, which have been summarized Title: Australia and New Zealand- inventory of currently approved and addressed below. United States Discussion Agreement. collections of information. Copies of the After consideration of the comments Parties: A.P. Moller-Maersk AS; ANL Paperwork Reduction Act Submission, received on the proposal, the Board has Singapore Pte Ltd.; CMA CGM, S.A.; supporting statements and approved determined to finalize the proposed Hamburg-Su¨ d KG; and Hapag-Lloyd AG. collection of information instrument(s) collections of information from SLHCs Filing Party: Wayne R. Rohde, Esq.; are placed into OMB’s public docket with modifications. As proposed, the Cozen O’Connor LLP; 1627 I Street, NW; files. The Federal Reserve may not Board is exempting a limited number of Suite 1100; Washington, DC 20006– conduct or sponsor, and the respondent SLHCs from regulatory reporting using 4007. is not required to respond to, an the Board’s existing regulatory reports Synopsis: The amendment revises the information collection that has been and providing a two year phase-in minimum level of service agreed upon extended, revised, or implemented on or approach for regulatory reporting for all by the parties in accordance with after October 1, 1995, unless it displays Australian law. a currently valid OMB control number. 1 76 FR 53129 (August 25, 2011).

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other SLHCs.2 The reporting panels for revisions are proposed for these statutory accounting principles (SAP) the reports listed below will be revised information collections. Reporting financial statements. to include SLHCs and specific citation requirements for BHCs would not be The proposal also stated that there and terminology changes to the related affected by this proposal. could be a few SLHCs that fall outside forms will be made as they are renewed. The Board recognizes institutions’ of the exemption criteria and would be For all SLHCs that are not initially need for lead time to prepare for the reviewed on a case-by-case basis to excluded from reporting, the Board new reporting requirements. Thus, determine if requiring standardized believes a phased-in approach should consistent with longstanding practice, regulatory reporting beginning in March allow the SLHCs to develop reporting SLHCs may provide reasonable 2012 was appropriate. In addition, the systems over a period of time and would estimates during the first reporting proposal stated that other SLHCs that reduce the risk of data quality concerns. period. The Federal Reserve Banks will currently meet the exemption criteria The phase-in approach will take two provide training and guidance to SLHCs would be reviewed on a case-by-case years to implement and will begin with to assist with the completion and basis to determine if they should be the March 31, 2012, reporting period, submission of the Federal Reserve’s required to submit Federal Reserve when savings associations are required regulatory reports. regulatory reports. to file the Financial Institutions Several commenters suggested the Examination Council (‘‘FFIEC’’) Summary of Public Comments two exemptions be made permanent and Consolidated Reports of Condition and The Board received comment letters implemented as proposed. The Board Income (‘‘Call Reports’’) (FFIEC 031 & from five trade associations (one of believes that it is important that any 041; OMB No. 7100–0036). these letters was co-authored by two company that owns and operates a During 2012, SLHCs that are not trade groups), three commercial depository institution be held to initially excluded from reporting will be companies, two law firms, four appropriate standards of capitalization, required to submit the FR Y–9 series of insurance companies, and three liquidity, and risk management. reports and one of two year-end annual financial services companies (one of Consequently, the Board has determined reports (FR Y–6 or FR Y–7 reports).3 these letters represented seven financial that, to the greatest extent possible, During 2013, these SLHCs will be services companies). The majority of the taking into account any unique required to submit all regulatory reports public comments addressed the two characteristics of SLHCs and the that are applicable to the SLHC, proposed exemptions for certain SLHCs requirements of the HOLA, supervisory depending on the size, complexity, and from initially reporting most Federal oversight of SLHCs will be carried out nature of the holding company. All Reserve regulatory reports. Other on a comprehensive consolidated basis, SLHCs submitting reports to the Board comments requested delayed consistent with the Board’s established will also continue to submit the Form implementation, exemption from the FR approach regarding BHC supervision. H–(b)11 until further notice. Y–6 reporting requirements and BHC The revisions approved by the Board The revisions will provide data to capital reporting, and submission of will provide data to analyze the overall analyze the overall financial condition regulatory reports based on a fiscal year financial condition of most SLHCs to of SLHCs to ensure safe and sound basis instead of a calendar year basis. ensure safe and sound operations. A few commenters specifically operations. The Board also will revise Following is a detailed discussion of the requested that the Board communicate other regulatory reports filed by BHCs to comments received and the Board’s quickly whether a firm is eligible for an include SLHCs in the reporting panels responses to the comments. going forward, as needed for exemption and what must be reported. supervisory purposes.4 No other Detailed Discussion of Public Some commenters encouraged the Comments and Responses Board to perform a case-by-case analysis 2 All SLHCs will continue to submit all currently that will allow some SLHCs an A. Excluded SLHCs required OTS reports, the Schedule HC—Thrift opportunity to demonstrate the costs Holding Companies as part of the Thrift Financial As mentioned above, the Board and challenges of implementing Report (‘‘TFR’’) and the H–(b)11, through the December 31, 2011, reporting period, using the proposed to exclude certain SLHCs from standardized regulatory reporting. The existing processing, editing and validating system, initially reporting most Federal Reserve Board recognizes that there are which is the Electronic Filing System (‘‘EFS’’) regulatory reports. There were a limited significant costs associated with established by the OTS. Effective for 2012, all number of SLHCs where immediate building financial reporting systems. SLHCs will still be required to report the H–(b)11 report (OTS Form H–(b)11; OMB No. 7100–0334) transition to these regulatory reports Thus, the Board gave notice to SLHCs of with the Board. In addition, SLHCs that are initially was not deemed appropriate. As a its intent to transition SLHCs to its exempt from reporting using the Federal Reserve’s result, the Board initially proposed to reporting systems in February 2011. As regulatory reports will still be required to report exempt SLHCs in either of the following mentioned above, the Board believes it Thrift Financial Report Schedule HC (OTS 1313; OMB No. 1557–0255), which is proposed to be categories from reporting: is prudent to apply its regulatory renamed the FR 2320 report and the Board’s FR Y– 1. Commercial SLHCs: SLHCs that are reporting scheme to the vast majority of 6 or FR Y–7 regulatory reports. Details about how exempt pursuant to section 10(c)(9)(C) SLHCs in order to assess the overall SLHCs will submit the FR 2320 to the Board of HOLA (i.e., ‘‘grandfathered’’ unitary financial condition of the SLHC and the effective for 2012 is described in a separate notice in the Federal Register dated November 10, 2011. SLHCs) and whose savings association industry as a whole. The Board See 76 FR 70146. Additionally, the Board will issue subsidiaries’ consolidated assets make provided certain limited exemptions for a transmittal letter in early 2012 with information up less than 5 percent of the total SLHCs with characteristics that make regarding the submission of the H–(b)11 report. consolidated assets of the SLHC as of transition difficult at this time. While 3 SLHCs that must file the FR Y–9C report will the Board recognizes the challenges that not be required to complete Schedule HC–R, the quarter end prior to the reporting Regulatory Capital, until consolidated regulatory date quarter end; or SLHCs are undertaking to develop the capital requirements for SLHCs are established. 2. Insurance SLHCs: SLHCs where the appropriate reporting infrastructure, the 4 In addition, the Board plans to issue a separate top-tier holding company is an Board has concluded that the transition reporting proposal for the FR Y–10 report in 2012 insurance company that only prepares periods and exemptions are reasonable. that will address the Board’s plans to collect organizational structure and activity information The Board received a number of from SLHCs in order to populate its National comprehensive list of subsidiaries and affiliates of comments regarding the exemption for Information Center (‘‘NIC’’) data base with a each SLHC. commercial SLHCs. Several commenters

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

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SLHCs is an important part of this phased-in approach to allow the SLHCs majority of SLHCs have consolidated process. to develop reporting systems over a assets of less than $500 million. SLHCs period of time and to reduce the risk of in this category would submit the FR Y– Revised Exemptions data quality concerns. The phased-in 9SP, which is an abbreviated report that In light of the comments received and approach would take two years to is filed only semiannually. SLHC the discussion above, the Board has implement and would begin no sooner reporting for the FR Y–9SP will not revised the language exempting certain than the March 31, 2012, reporting begin until the June 30, 2012, reporting SLHCs from initially transitioning to the period, when savings associations are period, which will provide additional Federal Reserve regulatory reports as required to file the Call Report. time for the majority of SLHCs to follows: Reporting requirements for BHCs would prepare their systems for reporting. 1. Commercial SLHCs: The Board will not not be affected by this proposal. Additionally, the Board will accept require grandfathered SLHCs to initially During 2012, SLHCs that are not reasonably estimated data for the first transition to the Federal Reserve regulatory excluded above would be required to reporting cycle and will work with the reports if (1) as calculated annually as of June submit the FR Y–9 series of reports and institutions to accomplish successful 30th, using the four previous quarters (which one of two year-end annual reports (FR reporting. includes the quarter-ended June 30th Y–6 or FR Y–7). During 2013, these The Board believes it is prudent to reporting period), its savings association SLHCs would be required to submit all start the migration of reporting by subsidiaries’ consolidated assets make up BHC regulatory reports that are SLHCs on the proposed timeframe, in less than 5 percent of the total consolidated order to provide the Board with data to assets of the grandfathered SLHC on an applicable to the SLHC, depending on enterprise-wide basis for any of these four the size, complexity, and nature of the assist in analyzing the overall financial quarters; and (2) as calculated annually as of holding company. All SLHCs submitting condition of most SLHCs to ensure safe June 30th, using the assets reported as of June reports to the Board would also and sound operations. Therefore, the 30th, where more than 50 percent of the continue to submit the Form H–(b)11 Board does not plan to extend the assets of the grandfathered unitary SLHC are until further notice. implementation date of the March 31, derived from activities that are not otherwise Several commenters suggested 2012, reporting period or change the permissible under HOLA 8 on an enterprise- delaying the implementation date for two-year phase-in approach. In wide basis. The exemption for commercial SLHCs to begin reporting the Federal addition, the Federal Reserve Banks SLHCs will be reviewed periodically and Reserve regulatory reports. Some have been providing training and may be rescinded if the Board determines that FR Y–9 financial information and other commenters stated that there was not guidance to SLHCs to assist with the regulatory reports are needed to effectively sufficient time or resources to develop completion and submission of the and consistently assess compliance with the systems necessary to prepare the Federal Reserve’s regulatory reports. capital and other regulatory requirements. required reports. The length of delay Some commenters suggested that the 2. Certain Insurance SLHCs: The Board varied from one year to three years, or Board introduce a modified phase-in will not require SLHCs to initially transition until the Board finalizes consolidated approach for SLHCs that meet either to the Federal Reserve regulatory reports if: regulatory capital requirements and exemption but subsequently receive a (1) as calculated annually as of June 30th, intermediate holding company rules for determination from the Board that they using the assets reported as of June 30th, SLHCs. A number of commenters should comply with the full reporting where more than 50 percent of the assets of requirements. These commenters the SLHC are derived from the business of advocated that former OTS reports (i.e., insurance on an enterprise-wide basis; and Form H–(b)11 and Schedule HC of the suggested that such a phase-in should (2) the SLHC does not submit reports to the TFR) should only be required to be not begin any earlier than 2013. Some SEC pursuant to Section 13 or 15(d) of the submitted until the consolidated capital respondents stated that if the Securities Exchange Act of 1934. Insurance and intermediate holding company exemptions were only temporary, then SLHCs will be exempt only until rules for SLHCs are finalized. the Board should adopt a suitable consolidated regulatory capital rules are In the NOI that was published in transition period, such as three years, to finalized for SLHCs, at which time they may February 2011,10 the Board stated its give institutions sufficient time to build be required to file consolidated financial intention to require SLHCs to submit the financial reporting systems to comply statements to demonstrate their compliance with the Board’s requirements without with the capital rules, and other Federal same reports as BHCs beginning with Reserve Reports. the March 31, 2012, reporting period, creating undue additional burdens. for SLHCs that meet the quarterly The Board will develop a transition As proposed, the Board will require reporting threshold. The structures and period for each institution within this all exempt SLHCs to continue activities of the vast majority of SLHCs category based on the facts and submitting the existing Schedule HC, are similar to BHCs, such that the circumstances. Additionally, if the currently in the TFR, and Form H–(b)11 reporting requirements of these SLHCs Board decides at a later date to require (OMB No. 7100–0334) until further should not impose significant additional additional reporting for SLHCs that are 9 notice. The Board will require all burden, particularly in view of the two- currently exempt, the Board will exempt SLHCs to file the FR Y–6 or FR year phase-in period. The Board publish a proposal in the Federal Y–7 beginning with fiscal year ends recognizes the complexity of the FR Y– Register with a proposed transition beginning December 31, 2012. 9C, which should be submitted by date. B. Delayed Implementation SLHCs with consolidated assets of $500 C. Exemption From FR Y–6 and BHC million or more.11 However, the For all SLHCs that were not excluded Capital Reporting from reporting, the Board proposed a 10 See 76 FR 70146. Several commenters mentioned 11 One commenter expressed concern about concerns about submitting the FR Y–6 8 See 12 U.S.C. 1467a(c)(2). providing average balances in terms of either an which requires institutions with 9 The proposed Quarterly Savings and Loan average of daily end-of-day balances or an average consolidated assets of $500 million or Holding Company Report (FR 2320) report replaces of the close of business balance on each Wednesday the OTS TFR Schedule HC. See 76 FR 70146. Both during the reporting quarter on Schedule HC–K of more to have financial statements the FR 2320 and the H–(b)11 reports are retained the FR Y–9C, would require extremely costly in their entirety and will be required to be system changes. The Board plans to issue a accommodate average balance reporting on submitted by exempt SLHCs until further notice. proposal to revise the reporting instruction to Schedule HC–K of the FR Y–9C.

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audited and prepared in accordance are finalized, SLHCs would not be Number of respondents: FR Y–6: with GAAP. Some commented that the required to complete regulatory capital 5,485; FR Y–7: 190. FR Y–6 is appropriate for certain schedules that are included in any General description of report: These categories of SLHC, but not those that report that a SLHC is required to submit information collections are mandatory are exempt, given their diverse business to the Board. Consequently, if a SLHC under the Federal Reserve Act, the Bank activities. In addition, it was suggested is required to file the quarterly FR Y– Holding Company Act (BHC Act), the that the threshold for reporting of 9C report, it would not be required to Home Owners’ Loan Act (HOLA), and ownership in voting securities of a complete Schedule HC–R, Regulatory the International Banking Act (12 U.S.C. nonbank company be raised in excess of Capital, at this time. 248(a)(1), 602, 611a, 1467a(b)(2), 10 percent, instead of the current 5 1844(c)(1)(A), 3106(a), and 3108(a)), and percent requirement of the FR Y–6. D. Fiscal Year Reporting Regulations K, Y, and LL (12 CFR Commenters also expressed concern Several commenters suggested that 211.13(c), 225.5(b), and 238.4(b)). about the burden associated with the Board should allow for fiscal year Individual respondent data are not requiring SLHCs to submit the Report of reporting rather than requiring calendar considered confidential. However, Changes in Organizational Structure (FR year reporting. These commenters respondents may request confidential Y–10) (OMB No. 7100–0297), which argued that requiring calendar year treatment for any information that they was not included in the proposal. The reporting would add significant believe is subject to an exemption from Board believes that useful information is complexity and require significant disclosure under the Freedom of reported in the FR Y–6, including the resources to maintain dual reporting Information Act (FOIA), 5 U.S.C. 552(b). submission of an organization chart, the systems. Abstract: The FR Y–6 is an annual listing of securities holdings, and The Board recognizes that some information collection submitted by top- information on insiders. This SLHCs use fiscal year reporting rather tier BHCs and SLHCs, as well as non- information is used for supervisory than calendar year reporting. However, qualifying FBOs. It collects financial planning and to monitor compliance the Board has a longstanding policy of data, an organization chart, verification with U.S. laws and regulations. requiring calendar year reporting on of domestic branch data, and Therefore, the Board will collect the FR most of the standardized financial information about shareholders. The Y–6 from all SLHCs. regulatory reports in order to provide an Board uses the data to monitor holding The Board is aware that the current appropriate basis for comparability and company operations and determine FR Y–6 reporting instructions are based consistency in peer analysis. In holding company compliance with the on BHC statutory requirements. addition, the FFIEC 031 and 041 that provisions of the BHC Act, HOLA, Accordingly, the Board will modify the will be submitted to a savings Regulation Y, and Regulation LL (12 FR Y–6 and FR Y–7 reporting association’s primary Federal banking CFR 225, 238). The FR Y–7 is an annual instructions to include the specific regulator require calendar year information collection submitted by statutory and regulatory requirements reporting. The Board will require SLHCs qualifying FBOs to update their for SLHCs. The Board also plans to issue that are generally exempted from financial and organizational information a separate reporting proposal for the FR initially transitioning to the Federal with the Board. The Board uses Y–10 report in early 2012 that would Reserve reporting forms to file the information to assess an FBO’s ability to address plans to collect organizational proposed Quarterly Savings and Loan be a continuing source of strength to its structure and activity information from Holding Company Report (FR 2320; U.S. operations and to determine SLHCs to populate the NIC database OMB No. 7100–to be assigned), the H– compliance with U.S. laws and with a comprehensive list of (b)11 report, the FR Y–6, or the FR Y– regulations. subsidiaries and affiliates of each SLHC. 7 all of which allow fiscal year 2. Report title: Financial Statements In addition, several commenters reporting. Therefore, the Board will for Bank Holding Companies. expressed concern about SLHCs and retain calendar year reporting where Agency form number: FR Y–9C, FR Y– Insurance SLHCs submitting reports required on existing reports. 9LP, FR Y–9SP, FR Y–9ES, and FR Y– based on existing BHC capital rules and 9CS. standards. As stated in the initial Final approval under OMB delegated authority without extension of the OMB control number: 7100–0128. Federal Register notice, the proposal Frequency: Quarterly, semiannually, following reports. As discussed in more will not require SLHCs to report and annually. detail above, the Board has approved regulatory capital information until the Reporters: BHCs and SLHCs. Board established consolidated capital expanding these reporting panels to Estimated annual reporting hours: FR requirements for SLHCs. include SLHCs in the same manner as Y–9C: 210,399; FR Y–9LP: 31,689; FR Section 171 of the Dodd-Frank Act BHCs with certain exceptions and Y–9SP: 47,790; FR Y–9ES: 49; FR Y– requires the Board to establish modifications. 9CS: 472. minimum leverage and risk-based 1. Report title: The Annual Report of Estimated average hours per response: capital requirements for all SLHCs on a Bank Holding Companies and the FR Y–9C: 45.00; FR Y–9LP: 5.25; FR Y– consolidated basis regardless of the size Annual Report of Foreign Banking 9SP: 5.40; FR Y–9ES: 0.50; FR Y–9CS: of the SLHCs. Section 171 also requires Organizations. 0.50. that the minimum leverage and risk- Agency form number: FR Y–6 and FR Number of respondents: FR Y–9C: based capital requirements shall not be Y–7. 1,165; FR Y–9LP: 1,509; FR Y–9SP: less than the requirements in effect for OMB control number: 7100–0297. 4,425; FR Y–9ES: 98; FR Y–9CS: 236. insured depository institutions. As Frequency: Annual. General description of report: This stated in a notice published in the Reporters: FR Y–6: Top-tier domestic information collection is mandatory (12 Federal Register on April 22, 2011,12 BHCs and SLHCs; FR Y–7: Foreign U.S.C. 1467a(b)(2), 1844(c)(1)(A)). the Board will issue proposed capital Banking Organizations (‘‘FBOs’’). Confidential treatment is not routinely rules for SLHCs at a later date. Until Estimated annual reporting hours: FR given to the data in these reports. those regulatory capital requirements Y–6: 28,796; FR Y–7: 713. However, confidential treatment for the Estimated average hours per response: reporting information, in whole or in 12 76 FR 22662 (April 22, 2011). FR Y–6: 5.25 hours; FR Y–7: 3.75. part, can be requested in accordance

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

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Frequency: Quarterly. confidential on the basis that disclosure SLHC, U.S. FHC, or U.S. bank. FBOs file Reporters: Top-tier BHCs and SLHCs, of specific commercial or financial data the FR Y–7N on a quarterly or annual including financial holding companies relating to investments held for basis. The FR Y–7NS collects financial (‘‘FHCs’’), for all insured depository extended periods of time could result in information for non-functionally institutions that are owned by the BHC substantial harm to the competitive regulated U.S. nonbank subsidiaries or SLHC and by FBOs that directly own position of the financial holding held by FBOs other than through a U.S. a U.S. subsidiary bank. company pursuant to the FOIA (5 U.S.C. BHC, U.S. SLHC, U.S. FHC, or U.S. Estimated annual reporting hours: 552(b)(4) and (b)(8)). bank. The FR Y–7NS is filed annually, 56,001 hours. Abstract: The FR Y–12 collects as of December 31, by top-tier FBOs for Estimated average hours per response: information from certain domestic BHCs each individual nonbank subsidiary Institutions with covered transactions, and SLHCs on their equity investments (that does not meet the filing criteria for 7.8 hours; Institutions without covered in nonfinancial companies. filing the detailed report) with total transactions, 1.0 hour. Respondents report the FR Y–12 either assets of at least $50 million, but less Number of respondents: Institutions quarterly or semi-annually based on than $250 million. with covered transactions, 1,134; reporting threshold criteria. The FR Y– Board of Governors of the Federal Reserve Institutions without covered 12A is filed annually by institutions that System. transactions, 5,155. hold merchant banking investments that Dated: December 23, 2011. General description of report: This are approaching the end of the holding information collection is mandatory (12 Jennifer J. Johnson, period permissible under Regulation Y. Secretary of the Board. U.S.C. 1467a(b)(2), 1844(c)(1)(A) and is 7. Report title: The Capital and Asset given confidential treatment (5 U.S.C. Report of Foreign Banking [FR Doc. 2011–33432 Filed 12–28–11; 8:45 am] 552(b)(4)). Organizations, and the Financial BILLING CODE 6210–01–P Abstract: This reporting form collects Statements of U.S. Nonbank information on transactions between an Subsidiaries Held by Foreign Banking FEDERAL RESERVE SYSTEM insured depository institution and its Organizations. affiliates that are subject to section 23A Agency form number: FR Y–7Q, FR Change in Bank Control Notices; of the Federal Reserve Act. The primary Y–7N and FR Y–7NS, respectively. Acquisitions of Shares of a Bank or purpose of the data is to enhance the OMB control number: 7100–0125. Bank Holding Company Board’s ability to monitor bank Frequency: Quarterly and annually. exposures to affiliates and to ensure Reporters: FBOs. The notificants listed below have banks’ compliance with section 23A of Estimated annual reporting hours: FR applied under the Change in Bank the Federal Reserve Act. Section 23A of Y–7Q (quarterly): 315; FR Y–7Q Control Act (12 U.S.C. 1817(j)) and the Federal Reserve Act is one of the (annual): 118; FR Y–7N (quarterly): § 225.41 of the Board’s Regulation Y (12 most important statutes on limiting 5,331; FR Y–7N (annual): 1,455; FR Y– CFR 225.41) to acquire shares of a bank exposures to individual institutions and 7NS: 299. or bank holding company. The factors protecting against the expansion of the Estimated average hours per response: that are considered in acting on the federal safety net. FR Y–7Q (quarterly): 1.25; FR Y–7Q notices are set forth in paragraph 7 of 6. Report title: Consolidated Bank (annual): 1.0; FR Y–7N (quarterly): 6.8; the Act (12 U.S.C. 1817(j)(7)). Holding Company Report of Equity FR Y–7N (annual): 6.8; FR Y–7NS: 1.0. The notices are available for Investments in Nonfinancial Number of respondents: FR Y–7Q immediate inspection at the Federal Companies, and the Annual Report of (quarterly): 63; FR Y–7Q (annual): 118; Reserve Bank indicated. The notices Merchant Banking Investments Held for FR Y–7N (annual): 196; FR Y–7N also will be available for inspection at an Extended Period. (annual): 214; FR Y–7NS: 299. the offices of the Board of Governors. Agency form number: FR Y–12 and General description of report: The FR Interested persons may express their FR Y–12A, respectively. Y–7Q and FR Y–7N information views in writing to the Reserve Bank OMB control number: 7100–0300. collections are mandatory (12 U.S.C. indicated for that notice or to the offices Frequency: FR Y–12, quarterly and 1467a(b)(2), 1844(c)(1)(A), 3106(c), and of the Board of Governors. Comments semiannually; and FR Y–12A, annually. 3108). Confidential treatment is not must be received not later than January Reporters: BHCs, SLHCs, and FHCs. routinely given to the data in these 12, 2012 Estimated annual reporting hours: FR reports. However, confidential treatment A. Federal Reserve Bank of New York Y–12, 1,980 hours; and FR Y–12A, 126 for information, in whole or in part, on (Ivan Hurwitz, Vice President) 33 hours. any of the reporting forms can be Liberty Street, New York, New York Estimated average hours per response: requested in accordance with the 10045–0001: FR Y–12, 16.5 hours; and FR Y–12A, 7.0 instructions to the form, pursuant to 1. Anil Bansal, Wayne, New Jersey, to hours. sections (b)(4) and (b)(6) of the Freedom acquire additional voting shares of IA Number of respondents: FR Y–12, 35; of Information Act (5 U.S.C. 522(b)(4) Bancorp, Inc., and thereby indirectly and FR Y–12A, 18. and (b)(6)). acquire additional voting shares of General description of report: This Abstract: The FR Y–7Q collects Indus American Bank, both of Iselin, collection of information is mandatory consolidated regulatory capital New Jersey. pursuant to Section 5(c) of the BHC Act information from all FBOs either B. Federal Reserve Bank of Richmond (12 U.S.C. 1844(c)(1)(A)) and Section quarterly or annually. FBOs that have (Adam M. Drimer, Assistant Vice 10(b) of HOLA (12 U.S.C. 1467a(b)(2)). effectively elected to become FHCs file President) 701 East Byrd Street, The FR Y–12 data are not considered the FR Y–7Q quarterly. All other FBOs Richmond, Virginia 23261–4528: confidential. However, BHCs and (those that have not elected to become 1. Gregory Allen Turnage, SLHCs may request confidential FHCs) file the FR Y–7Q annually. The individually and as part of a group treatment for any information that they FR Y–7N collects financial information acting in concert including Leonard believe is subject to an exemption from for non-functionally regulated U.S. Turnage Marital Trust B and the disclosure under FOIA, 5 U.S.C. 552(b). nonbank subsidiaries held by FBOs Leonard Turnage Funded Irrevocable The FR Y–12A data are considered other than through a U.S. BHC, U.S. Trust (trustees, Teresa Turnage Finch

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