Agency Information Collection Activities: Announcement of Board Approval Under Delegated Authority and Submission to OMB, 69645-69648 [2021-26598]

Download as PDF jspears on DSK121TN23PROD with NOTICES1 Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Notices relates to employment history and professional background, including any disciplinary sanctions, as well as any claimed basis for exemption from MSRB examination requirements. Certain information reported on Form MSD–4 is filled out by the employee, with the rest completed by the MSD. As required by MSRB rule G–7, bank municipal securities dealers must retain copies of Form MSD–4 for each associated person during the entire term of employment. Report title: Uniform Termination Notice for Municipal Securities Principal or Municipal Securities Representative Associated with a Bank Municipal Securities Dealer. Agency form number: Form MSD–5. OMB control number: 7100–0101. Frequency: Event generated. Respondents: Each MSD that is an SMB, BHC, or an SLHC, certain subsidiaries of such firms, or a foreign dealer bank.3 Estimated number of respondents: Reporting, 21; Recordkeeping, 21. Estimated average hours per response: Reporting, 0.16; Recordkeeping; 0.08. Estimated annual burden hours: Reporting, 3.36; Recordkeeping 1.68. General description of report: An MSD for which the Board is the ARA must file Form MSD–5 with the Board when any employee previously registered as a municipal securities principal or representative is terminated for any reason. Form MSD–5 requires information such as the reason for termination and whether any investigations or actions by agencies or self-regulatory organizations (SROs) involving the associated person occurred during the period of employment. Any SMB, BHC, or SLHC, as well as certain subsidiaries of such firms, and any foreign dealer bank that is an MSD is required to file Forms MSD–4 and MSD–5 with the Board with respect to its employees. As required by MSRB rule G–7, an MSD must retain both Form MSD–4 and Form MSD–5 for three years from the date of termination of employment. Legal authorization and confidentiality: The Securities Exchange Act of 1934 (Exchange Act) authorizes the Securities and Exchange Commission (SEC) and MSRB to promulgate rules requiring MSDs to file reports about associated persons with the SEC and ARAs,4 and the Board is the ARA for most Form MSD–4 and Form MSD–5 respondents.5 The 3 15 U.S.C. 78c(34)(A)(ii). U.S.C. 78o-4(a)–(b) and (q). 5 15 U.S.C. 78c(a)(34)(A)(ii) (establishing the Board as the ARA for an MSD that is, or is the 4 15 VerDate Sep<11>2014 16:53 Dec 07, 2021 Jkt 256001 Exchange Act further authorizes the Board to enforce compliance with the SEC’s and MSRB’s rules,6 and make rules and regulations to implement the portions of the Exchange Act for which it is responsible.7 Several additional statutes also authorize the Board to require submission of the Forms MSD–4 and MSD–5 by specific entities, including the Federal Reserve Act (for SMBs and their affiliates),8 the International Banking Act (for branches and agencies of foreign banks),9 the Bank Holding Company Act of 1956 (for BHCs and their subsidiaries),10 and the Home Owners’ Loan Act (for SLHCs and their subsidiaries).11 Filing of the Forms MSD–4 and MSD– 5 is mandatory. Information provided on Forms MSD–4 and MSD–5 may be kept confidential pursuant to exemption 6 of the Freedom of Information Act (FOIA) to the extent disclosure of such information ‘‘would constitute a clearly unwarranted invasion of personal privacy.’’ 12 Information contained on Forms MSD–4 and MSD–5 may also be kept confidential under FOIA exemption 4 if it is confidential commercial or financial information that is both customarily and actually treated as private 13 or under FOIA exemption 8 if it is obtained as part of an examination or supervision of a financial institution.14 Board of Governors of the Federal Reserve System, November 30, 2021. Michele Taylor Fennell, Deputy Associate Secretary of the Board. [FR Doc. 2021–26325 Filed 12–7–21; 8:45 am] BILLING CODE 6210–01–P subsidiary of, an SLHC, SMB, or BHC (including a subsidiary of the BHC if the subsidiary does not already report to another ARA or to the SEC). While the Exchange Act does not specify the ARA for MSD activities of foreign dealer banks, the SEC has agreed that the Board should examine their MSD activities. See Letter from Catherine McGuire, Chief Counsel, SEC Division of Market Regulation, to Laura M. Homer, Assistant Director of Board S&R, June 14, 1994. 6 15 U.S.C. 78o–4(c). 7 15 U.S.C. 78w(a). 8 12 U.S.C. 248(a)(1) (authorizing the Board to ‘‘require such statements and reports’’ of member banks as it may deem necessary). 9 12 U.S.C. 3105(c)(2) (subjecting branches and agencies of foreign banks to reporting requirements in the same manner as if the branch or agency were a State member bank). 10 12 U.S.C. 1844(c)(1)(A)(ii)(II) (authorizing the Board to require from a BHC or any subsidiary reports as to compliance with federal laws that the Board has jurisdiction to enforce). 11 12 U.S.C. 1467a(b)(2) (authorizing the Board to require reports from SLHCs and their subsidiaries containing such information concerning the operations of the SLHC or subsidiary as the Board may require). 12 5 U.S.C. 552(b)(6). 13 5 U.S.C. 552(b)(4). 14 5 U.S.C. 552(b)(8). PO 00000 Frm 00035 Fmt 4703 Sfmt 4703 69645 FEDERAL RESERVE SYSTEM Agency Information Collection Activities: Announcement of Board Approval Under Delegated Authority and Submission to OMB Board of Governors of the Federal Reserve System. SUMMARY: The Board of Governors of the Federal Reserve System (Board) is adopting a proposal to extend for three years, with revisions, the Financial Statements for Holding Companies (FR Y–9 reports; OMB Control Number 7100–0128). The revisions are effective as of December 31, 2021. FOR FURTHER INFORMATION CONTACT: 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. Office of Management and Budget (OMB) Desk Officer for the Federal Reserve Board, 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. SUPPLEMENTARY INFORMATION: On June 15, 1984, OMB delegated to the Board authority under the Paperwork Reduction Act (PRA) to approve and assign OMB control numbers to collections of information conducted or sponsored by the Board. Boardapproved collections of information are incorporated into the official OMB inventory of currently approved collections of information. The OMB inventory, as well as copies of the PRA Submission, supporting statements, and approved collection of information instrument(s) are available at https:// www.reginfo.gov/public/do/PRAMain. These documents are also available on the Federal Reserve 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 above. AGENCY: Final Approval Under OMB Delegated Authority of the Extension 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, and FR Y– 9CS. OMB control number: 7100–0128. Effective Date: December 31, 2021. Frequency: Quarterly, semiannually, and annually. E:\FR\FM\08DEN1.SGM 08DEN1 69646 Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Notices Respondents: Bank holding companies (BHCs), savings and loan holding companies (SLHCs), securities holding companies, and U.S. intermediate holding companies (IHCs) (collectively, holding companies).1 Estimated number of respondents: Reporting FR Y–9C (non-advanced approaches holding companies with less than $5 billion in total assets): 119; FR Y–9C (non-advanced approaches holding companies with $5 billion or more in total assets): 221; FR Y–9C (advanced approaches holding companies): 9; FR Y–9LP: 412; FR Y–9SP: 3,708; FR Y– 9ES: 78; FR Y–9CS: 236. Recordkeeping FR Y–9C: 349; FR Y–9LP: 412; FR Y– 9SP: 3,708; FR Y–9ES: 78; FR Y–9CS: 236. Estimated average hours per response: Reporting FR Y–9C (non-advanced approaches holding companies with less than $5 billion in total assets): 35.74; FR Y–9C (non-advanced approaches holding companies with $5 billion or more in total assets): 44.94; FR Y–9C (advanced approaches holding companies): 50.16; FR Y–9LP: 5.27; FR Y–9SP: 5.45; 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-advanced approaches holding companies with less than $5 billion in total assets): 17,012; FR Y–9C (non-advanced approaches holding companies with $5 billion or more in total assets): 39,727; FR Y–9C (advanced approaches holding companies): 1,806; FR Y–9LP: 8,685; FR Y–9SP: 40,417; FR Y–9ES: 39; FR Y–9CS: 472. jspears on DSK121TN23PROD with NOTICES1 Recordkeeping FR Y–9C: 1,396; FR Y–9LP: 1,648; FR Y–9SP: 3,708; FR Y–9ES: 39; FR Y–9CS: 472. General description of report: The FR Y–9 family of reporting forms continues to be the primary source of financial 1 The following depository institution holding companies are exempt: (1) A unitary savings and loan holding company with primarily commercial assets that meets the requirements of section 10(c)(9)(c) of the Home Owners’ Loan Act, for which thrifts make up less than 5 percent of its consolidated assets; and (2) a SLHC that primarily holds insurance-related assets and does not otherwise submit financial reports with the Securities and Exchange Commission pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934. VerDate Sep<11>2014 16:53 Dec 07, 2021 Jkt 256001 data on holding companies that examiners rely on in the intervals between on-site inspections. The Board requires holding companies 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 preinspection 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, FR Y–9LP, and FR Y–9SP serve as standardized financial statements for the holding companies. The FR Y–9ES is a financial statement for holding companies 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. Holding companies file the FR Y–9C on a quarterly basis, the FR Y–9LP quarterly, the FR Y–9SP semiannually, the FR Y–9ES annually, and the FR Y– 9CS on a schedule that is determined when this supplement is used. Legal authorization and confidentiality: The reporting and recordkeeping requirements associated with the Y–9 series of reports are authorized for BHCs pursuant to section 5 of the Bank Holding Company Act (BHC Act); 2 for SLHCs pursuant to section 10(b)(2) and (3) of the Home Owners’ Loan Act; 3 for IHCs pursuant to section 5 of the BHC Act, as well as pursuant to sections 102(a)(1) and 165 of the Dodd-Frank Wall Street and Consumer Protection Act (Dodd-Frank Act); 4 and for securities holding 2 12 U.S.C. 1844. U.S.C. 1467a(b)(2) and (3). 4 12 U.S.C. 5311(a)(1) and 5365; Section 165(b)(2) of Title I of the Dodd-Frank Act, 12 U.S.C. 5365(b)(2), refers to ‘‘foreign-based bank holding company.’’ Section 102(a)(1) of the Dodd-Frank Act, 12 U.S.C. 5311(a)(1), defines ‘‘bank holding company’’ for purposes of Title I of the Dodd-Frank Act to include foreign banking organizations that are treated as bank holding companies under section 8(a) of the International Banking Act, 12 U.S.C. 3106(a). The Board has required, pursuant to section 165(b)(1)(B)(iv) of the Dodd-Frank Act, 12 U.S.C. 5365(b)(1)(B)(iv), certain foreign banking organizations subject to section 165 of the DoddFrank Act to form U.S. intermediate holding companies. Accordingly, the parent foreign-based organization of a U.S. IHC is treated as a BHC for purposes of the BHC Act and section 165 of the Dodd-Frank Act. Because Section 5(c) of the BHC Act authorizes the Board to require reports from subsidiaries of BHCs, section 5(c) provides additional authority to require U.S. IHCs to report the information contained in the FR Y–9 series of reports. 3 12 PO 00000 Frm 00036 Fmt 4703 Sfmt 4703 companies pursuant to section 618 of the Dodd-Frank Act.5 Except for the FR Y–9CS report, which is collected on a voluntary basis, the obligation to submit the remaining reports in the FR Y–9 series of reports and to comply with the recordkeeping requirements set forth in the respective instructions to each of the other reports is mandatory. Certain information collected on the FR Y–9C and FR Y–9SP Reports is kept confidential by the Board. The following items are kept confidential under exemption 4 of the Freedom of Information Act (FOIA) because these data items reflect commercial and financial information that is both customarily and actually treated as private by the respondent: 6 • FR Y–9C, Schedule HI, memoranda item 7(g), ‘‘FDIC deposit insurance assessments;’’ • FR Y–9C, Schedule HC–P, item 7(a) ‘‘Representation and warranty reserves for 1–4 family residential mortgage loans sold to U.S. government agencies and government sponsored agencies;’’ • FR Y–9C, Schedule HC–P, item 7(b) ‘‘Representation and warranty reserves for 1–4 family residential mortgage loans sold to other parties;’’ • FR Y–9C, Schedule HC–C, Part I, Memorandum items 16.a and 16.b, for eligible loan modifications under Section 4013 of the 2020 Coronavirus Aid, Relief, and Economic Security Act; and • FR Y–9C, Schedule HC and FR Y– 9SP, Schedule SC, Memoranda item 2.b., the name and email address of the external auditing firm’s engagement partner.7 In some circumstances, disclosing these data items may also reveal confidential examination and supervisory information protected from disclosure under exemption 8 of the FOIA.8 The Board has previously assured submitters that these data items will be treated as confidential. In addition, the Chief Executive Officer Contact Information section of both the FR Y–9C and FR Y–9SP is kept confidential pursuant to FOIA exemption 6, which applies to personnel and medical files the disclosure of which would constitute a clearly unwarranted invasion of personal privacy,9 and exemption 8, 5 12 U.S.C. 1850a(c)(1)(A). U.S.C. 552(b)(4). Board has assured respondents that this information will be treated as confidential since the collection of this data item was proposed in 2004, under the assumption that the identity of the engagement partner is treated as private information by HCs. 8 12 U.S.C. 552(b)(8). 9 5 U.S.C. 552(b)(6). 6 12 7 The E:\FR\FM\08DEN1.SGM 08DEN1 Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Notices which applies to 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.10 Aside from the data items described above, data collected by the FR Y–9 reports generally are not accorded confidential treatment. As provided in the Board’s Rules Regarding Availability of Information,11 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 granted or denied. To the extent that the instructions to the FR Y–9 reports 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 may be considered confidential pursuant to exemption 8 of the FOIA.12 In addition, the workpapers and related materials may also be protected by exemption 4 of the FOIA, to the extent such financial information is customarily and actually treated as private by the respondent.13 Current actions: On September 8, 2021, the Board published a notice in the Federal Register (86 FR 50354) requesting public comment for 60 days on the extension for three years of the Financial Statements for Holding Companies (FR Y–9 Reports), with revision. Proposed Revisions jspears on DSK121TN23PROD with NOTICES1 Chief Executive Officer Contact Information The Federal Reserve periodically needs to communicate directly with the CEOs of holding companies via email; however, the Federal Reserve currently does not have a complete list of CEO email addresses. To streamline communications to CEOs, the Board proposed to collect the name, email address, and phone number of the holding company’s CEO on the FR Y– 9C and FR Y–9SP reports. CEO communications would be initiated or approved by the Board’s senior management and would involve topics 10 5 U.S.C. 552(b)(8). CFR part 261. 12 5 U.S.C. 552(b)(8). 13 5 U.S.C. 552(b)(4). 11 12 VerDate Sep<11>2014 16:53 Dec 07, 2021 Jkt 256001 69647 such as new initiatives and policy notifications. The proposed CEO contact information would have been for the confidential use of the Federal Reserve and would not have been released to the public. In the proposal, the Board stated that it would use the collected CEO email addresses and phone numbers judiciously and only for significant matters requiring CEO-level attention. Having a comprehensive database of holding companies’ CEO contact information, including email addresses and phone numbers, would allow the Federal Reserve to have current information to communicate important and time-sensitive information to CEOs. This information was proposed to be collected quarterly on the FR Y–9C report for consistency with the Call Report and semiannually on the FR Y– 9SP report. The information would have been collected from top tier holding companies only. should be invited to participate in this survey. Therefore, the Board proposed to add a new check box, Memorandum item 5, ‘‘Does your holding company have 100 or more full-time equivalent employees on a consolidated basis?’’ to Schedule SI, Income Statement of the FR Y–9SP report. The addition of this item on the FR Y–9SP would enable OMWI to have a comprehensive list of the Boardregulated holding companies with fulltime equivalent employees of 100 or more on a consolidated basis. The proposed data item would have been collected only from top-tier holding companies and would have been collected only on the report for the December 31 as-of date. Given that the additional information to be reported should be easily obtainable, the Board expects that this revision would cause a small burden increase for reporters. Full-Time Employees The FR Y–9C instructions Glossary defines ‘‘Brokered Deposits’’ and ‘‘Brokered Retail Deposits’’ consistent with section 29(g) of the Federal Deposit Insurance Act (FDI Act) and the FDIC’s brokered deposits regulation.16 Under these definitions, the meaning of the term ‘‘brokered deposit’’ references the defined term ‘‘deposit broker.’’ On January 22, 2021, the FDIC published in the Federal Register a final rule to amend its brokered deposits regulation (brokered deposits final rule),17 which established a new framework for analyzing certain provisions of the ‘‘deposit broker’’ definition in the FDI Act.18 The brokered deposits final rule clarified the term ‘‘deposit broker’’ and the analysis of whether entities are engaged in the business of placing, or facilitating the placement of, deposits. The revised FDIC regulation describes exceptions to the definition of ‘‘deposit broker’’ including when the primary purpose of an agent’s or nominee’s business relationship with its customers is not the placement of funds with depository institutions (primary purpose exception). The brokered deposits final rule introduced in the FDIC’s regulation a list of business relationships that are designated as meeting the primary purpose exception. In February 2021, the Federal Financial Institutions Examination Council proposed changes to the Call Reports forms and instructions consistent with the brokered deposits final rule and Consistent with the Interagency Policy Statement Establishing Joint Standards for Assessing the Diversity Policies of Entities Regulated by the Agencies,14 which was issued as required by section 342 of the DoddFrank Act, the Board’s Office of Minority and Women Inclusion (OMWI) conducts an annual survey of entities the Board regulates. In this voluntary survey, the Board collects a selfassessment report on diversity policies and practices from Board-regulated entities with 100 or more full-time equivalent employees. Currently, to identify those entities that should be invited to participate in the survey, the Board’s OMWI relies on the FR Y–9C and Call Report, which collect data on the number of full-time equivalent employees for the consolidated entity. Because these data are not collected on the parent-only FR Y–9SP or the nonbank subsidiary reports,15 the Board cannot accurately identify the FR Y–9SP reporters with 100 or more full-time equivalent employees on a consolidated basis that 14 See 80 FR 33016 (June 10, 2015). Agencies include the Office of the Comptroller of the Currency (OCC); Board; Federal Deposit Insurance Corporation (FDIC); National Credit Union Administration (NCUA); Consumer Financial Protection Bureau (CFPB); and Securities and Exchange Commission (SEC). 15 The nonbank subsidiary reports include the Financial Statements of Foreign Subsidiaries of U.S. Banking Organizations (FR 2314/2314S), Financial Statements of U.S. Nonbank Subsidiaries held by Foreign Banking Organizations (FR Y–7N/7NS/7Q), and Financial Statements of U.S. Nonbank Subsidiaries of U.S. Holding Companies (FR Y–11/ 11S). PO 00000 Frm 00037 Fmt 4703 Sfmt 4703 Brokered Deposits Glossary Entries 16 12 CFR 337.6. FR 6742 (Jan. 22, 2021). 18 12 U.S.C. 1831f(g). 17 86 E:\FR\FM\08DEN1.SGM 08DEN1 69648 Federal Register / Vol. 86, No. 233 / Wednesday, December 8, 2021 / Notices proposed conforming clarifications in the Call Reports Glossary. To provide clarity for respondents, the Board proposed to revise the FR Y– 9C Glossary instructions to incorporate changes under the brokered deposits final rule consistent with the proposed Call Report revisions. Specifically, the Board proposed to reorder the content of the Glossary entries for ‘‘Brokered Deposits’’ and ‘‘Brokered Retail Deposits,’’ to incorporate the revised content of the FDIC regulation, and to update reference to the FDIC insurance limit of $250,000. The Board did not propose otherwise to revise the FR Y– 9C form or instructions in respect to brokered deposits. jspears on DSK121TN23PROD with NOTICES1 SA–CCR Check Box On January 24, 2020, the agencies issued a final rule 19 (SA–CCR final rule) that amends the regulatory capital rule to implement a new approach for calculating the exposure amount for derivatives contracts for purposes of calculating the total risk-weighted assets (RWA), which is called SA–CCR. The final rule also incorporates SA–CCR into the determination of the exposure amounts of derivatives for total leverage exposure under the supplementary leverage ratio and the cleared transaction framework under the capital rule. Holding companies that are not advanced approaches banking organizations 20 may elect to use SA– CCR to calculate standardized total RWA by notifying the Board.21 Advanced approaches holding companies are required to use SA–CCR to calculate standardized total RWA starting on January 1, 2022. Advanced approaches holding companies may adopt SA–CCR prior to January 1, 2022, but must notify the Board of their early adoption.22 The Board proposed to revise the FR Y–9C forms and instructions by adding new line item 31.b, ‘‘Standardized Approach for Counterparty Credit Risk opt-in election.’’ The Board proposed to add this new item to identify holding companies that have chosen to early adopt or voluntarily elect SA–CCR, which would allow for enhanced comparability of the reported derivative data and for better supervision of the implementation of the framework at these holding companies. Due to the inherent complexity of adopting SA– CCR, identification of non-advanced 19 See 85 FR 4362 (January 24, 2021). 12 CFR 217.2 (defining ‘‘Advanced approaches Board-regulated institution’’). 21 12 CFR 217.34(a)(1)(ii). 22 12 CRF 217.300(h). 20 See VerDate Sep<11>2014 16:53 Dec 07, 2021 Jkt 256001 approaches institutions that choose to voluntarily adopt SA–CCR is particularly important for their supervision. Under the proposal, a non-advanced approaches holding company that adopts SA–CCR would have entered ‘‘1’’ for ‘‘Yes’’ in line item 31.b. All other non-advanced approaches holding companies would have left this item blank. If a non-advanced approaches holding company has elected to use SA– CCR, the holding company may change its election only with prior approval of the Board.23 An advanced approaches holding company that elects to early adopt SA–CCR prior to the January 1, 2022, mandatory compliance date would have entered ‘‘1’’ for ‘‘Yes’’ in line item 31.b. After January 1, 2022, an advanced approaches holding company would have left this item blank. This proposed reporting change would have taken effect starting with the December 31, 2021, FR Y–9C report. This item would have no longer been applicable to advanced approaches holding companies starting with the March 31, 2022, report date. There would have been no material change in burden to the FR Y–9C report related to this revision. The comment period for this notice expired on Monday, November 8, 2021. The Board did not receive any comments. The revisions will be implemented as proposed. A comment was received on a comparable proposal involving the Consolidated Reports of Condition and Income (Call Report) (FFIEC 031, FFIEC 041and FFIEC 051; OMB Control Number 7100–0036). The comment was generally supportive of the proposed new line item related to the SA–CCR final rule. The Board has taken the comments from the proposed changes to the Call Report into consideration in finalizing the proposed FR Y–9C changes and the Board intends to add the new item for SA–CCR, as proposed. Board of Governors of the Federal Reserve System, December 3, 2021. Ann Misback, Secretary of the Board. [FR Doc. 2021–26598 Filed 12–7–21; 8:45 am] BILLING CODE 6210–01–P FEDERAL RESERVE SYSTEM Formations of, Acquisitions by, and Mergers of Bank Holding Companies The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company 23 12 PO 00000 Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below. The public portions of the applications listed below, as well as other related filings required by the Board, if any, are available for immediate inspection at the Federal Reserve Bank(s) indicated below and at the offices of the Board of Governors. This information may also be obtained on an expedited basis, upon request, by contacting the appropriate Federal Reserve Bank and from the Board’s Freedom of Information Office at https://www.federalreserve.gov/foia/ request.htm. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). Comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors, Ann E. Misback, Secretary of the Board, 20th Street and Constitution Avenue NW, Washington, DC 20551–0001, not later than January 7, 2022. A. Federal Reserve Bank of Kansas City (Jeffrey Imgarten, Assistant Vice President) 1 Memorial Drive, Kansas City, Missouri 64198–0001: 1. Pauls Valley Bancorp, Inc., Pauls Valley, Oklahoma; to acquire Valley Bancshares, Inc., and thereby indirectly acquire The Pauls Valley National Bank, both of Pauls Valley, Oklahoma. B. Federal Reserve Bank of San Francisco (Sebastian Astrada, Director, Applications) 101 Market Street, San Francisco, California 94105–1579: 1. Columbia Banking System, Inc., Tacoma, Washington; to acquire Umpqua Holdings Corporation, Portland, Oregon, and thereby indirectly acquire Umpqua Bank, Roseburg, Oregon. Board of Governors of the Federal Reserve System, December 3, 2021. Ann E. Misback, Secretary of the Board. [FR Doc. 2021–26574 Filed 12–7–21; 8:45 am] BILLING CODE 6210–01–P CFR 217.34(a)(1)(ii). Frm 00038 Fmt 4703 Sfmt 9990 E:\FR\FM\08DEN1.SGM 08DEN1

Agencies

[Federal Register Volume 86, Number 233 (Wednesday, December 8, 2021)]
[Notices]
[Pages 69645-69648]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26598]


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FEDERAL RESERVE SYSTEM


Agency Information Collection Activities: Announcement of Board 
Approval Under Delegated Authority and Submission to OMB

AGENCY: Board of Governors of the Federal Reserve System.

SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
is adopting a proposal to extend for three years, with revisions, the 
Financial Statements for Holding Companies (FR Y-9 reports; OMB Control 
Number 7100-0128). The revisions are effective as of December 31, 2021.

FOR FURTHER INFORMATION CONTACT: 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.
    Office of Management and Budget (OMB) Desk Officer for the Federal 
Reserve Board, 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.

SUPPLEMENTARY INFORMATION: On June 15, 1984, OMB delegated to the Board 
authority under the Paperwork Reduction Act (PRA) to approve and assign 
OMB control numbers to collections of information conducted or 
sponsored by the Board. Board-approved collections of information are 
incorporated into the official OMB inventory of currently approved 
collections of information. The OMB inventory, as well as copies of the 
PRA Submission, supporting statements, and approved collection of 
information instrument(s) are available at https://www.reginfo.gov/public/do/PRAMain. These documents are also available on the Federal 
Reserve 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 above.

Final Approval Under OMB Delegated Authority of the Extension 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, and FR 
Y-9CS.
    OMB control number: 7100-0128.
    Effective Date: December 31, 2021.
    Frequency: Quarterly, semiannually, and annually.

[[Page 69646]]

    Respondents: Bank holding companies (BHCs), savings and loan 
holding companies (SLHCs), securities holding companies, and U.S. 
intermediate holding companies (IHCs) (collectively, holding 
companies).\1\
---------------------------------------------------------------------------

    \1\ The following depository institution holding companies are 
exempt: (1) A unitary savings and loan holding company with 
primarily commercial assets that meets the requirements of section 
10(c)(9)(c) of the Home Owners' Loan Act, for which thrifts make up 
less than 5 percent of its consolidated assets; and (2) a SLHC that 
primarily holds insurance-related assets and does not otherwise 
submit financial reports with the Securities and Exchange Commission 
pursuant to sections 13 or 15(d) of the Securities Exchange Act of 
1934.
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    Estimated number of respondents:

Reporting

    FR Y-9C (non-advanced approaches holding companies with less than 
$5 billion in total assets): 119; FR Y-9C (non-advanced approaches 
holding companies with $5 billion or more in total assets): 221; FR Y-
9C (advanced approaches holding companies): 9; FR Y-9LP: 412; FR Y-9SP: 
3,708; FR Y-9ES: 78; FR Y-9CS: 236.

Recordkeeping

    FR Y-9C: 349; FR Y-9LP: 412; FR Y-9SP: 3,708; FR Y-9ES: 78; FR Y-
9CS: 236.
    Estimated average hours per response:

Reporting

    FR Y-9C (non-advanced approaches holding companies with less than 
$5 billion in total assets): 35.74; FR Y-9C (non-advanced approaches 
holding companies with $5 billion or more in total assets): 44.94; FR 
Y-9C (advanced approaches holding companies): 50.16; FR Y-9LP: 5.27; FR 
Y-9SP: 5.45; 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-advanced approaches holding companies with less than 
$5 billion in total assets): 17,012; FR Y-9C (non-advanced approaches 
holding companies with $5 billion or more in total assets): 39,727; FR 
Y-9C (advanced approaches holding companies): 1,806; FR Y-9LP: 8,685; 
FR Y-9SP: 40,417; FR Y-9ES: 39; FR Y-9CS: 472.

Recordkeeping

    FR Y-9C: 1,396; FR Y-9LP: 1,648; FR Y-9SP: 3,708; FR Y-9ES: 39; 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 holding companies 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, FR Y-9LP, and FR Y-9SP serve as standardized financial statements 
for the holding companies. The FR Y-9ES is a financial statement for 
holding companies 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. Holding companies file the FR Y-9C on a quarterly basis, the FR 
Y-9LP quarterly, the FR Y-9SP semiannually, the FR Y-9ES annually, and 
the FR Y-9CS on a schedule that is determined when this supplement is 
used.
    Legal authorization and confidentiality: The reporting and 
recordkeeping requirements associated with the Y-9 series of reports 
are authorized for BHCs pursuant to section 5 of the Bank Holding 
Company Act (BHC Act); \2\ for SLHCs pursuant to section 10(b)(2) and 
(3) of the Home Owners' Loan Act; \3\ for IHCs pursuant to section 5 of 
the BHC Act, as well as pursuant to sections 102(a)(1) and 165 of the 
Dodd-Frank Wall Street and Consumer Protection Act (Dodd-Frank Act); 
\4\ and for securities holding companies pursuant to section 618 of the 
Dodd-Frank Act.\5\
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    \2\ 12 U.S.C. 1844.
    \3\ 12 U.S.C. 1467a(b)(2) and (3).
    \4\ 12 U.S.C. 5311(a)(1) and 5365; Section 165(b)(2) of Title I 
of the Dodd-Frank Act, 12 U.S.C. 5365(b)(2), refers to ``foreign-
based bank holding company.'' Section 102(a)(1) of the Dodd-Frank 
Act, 12 U.S.C. 5311(a)(1), defines ``bank holding company'' for 
purposes of Title I of the Dodd-Frank Act to include foreign banking 
organizations that are treated as bank holding companies under 
section 8(a) of the International Banking Act, 12 U.S.C. 3106(a). 
The Board has required, pursuant to section 165(b)(1)(B)(iv) of the 
Dodd-Frank Act, 12 U.S.C. 5365(b)(1)(B)(iv), certain foreign banking 
organizations subject to section 165 of the Dodd-Frank Act to form 
U.S. intermediate holding companies. Accordingly, the parent 
foreign-based organization of a U.S. IHC is treated as a BHC for 
purposes of the BHC Act and section 165 of the Dodd-Frank Act. 
Because Section 5(c) of the BHC Act authorizes the Board to require 
reports from subsidiaries of BHCs, section 5(c) provides additional 
authority to require U.S. IHCs to report the information contained 
in the FR Y-9 series of reports.
    \5\ 12 U.S.C. 1850a(c)(1)(A).
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    Except for the FR Y-9CS report, which is collected on a voluntary 
basis, the obligation to submit the remaining reports in the FR Y-9 
series of reports and to comply with the recordkeeping requirements set 
forth in the respective instructions to each of the other reports is 
mandatory.
    Certain information collected on the FR Y-9C and FR Y-9SP Reports 
is kept confidential by the Board. The following items are kept 
confidential under exemption 4 of the Freedom of Information Act (FOIA) 
because these data items reflect commercial and financial information 
that is both customarily and actually treated as private by the 
respondent: \6\
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    \6\ 12 U.S.C. 552(b)(4).
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     FR Y-9C, Schedule HI, memoranda item 7(g), ``FDIC deposit 
insurance assessments;''
     FR Y-9C, Schedule HC-P, item 7(a) ``Representation and 
warranty reserves for 1-4 family residential mortgage loans sold to 
U.S. government agencies and government sponsored agencies;''
     FR Y-9C, Schedule HC-P, item 7(b) ``Representation and 
warranty reserves for 1-4 family residential mortgage loans sold to 
other parties;''
     FR Y-9C, Schedule HC-C, Part I, Memorandum items 16.a and 
16.b, for eligible loan modifications under Section 4013 of the 2020 
Coronavirus Aid, Relief, and Economic Security Act; and
     FR Y-9C, Schedule HC and FR Y-9SP, Schedule SC, Memoranda 
item 2.b., the name and email address of the external auditing firm's 
engagement partner.\7\
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    \7\ The Board has assured respondents that this information will 
be treated as confidential since the collection of this data item 
was proposed in 2004, under the assumption that the identity of the 
engagement partner is treated as private information by HCs.
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    In some circumstances, disclosing these data items may also reveal 
confidential examination and supervisory information protected from 
disclosure under exemption 8 of the FOIA.\8\ The Board has previously 
assured submitters that these data items will be treated as 
confidential.
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    \8\ 12 U.S.C. 552(b)(8).
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    In addition, the Chief Executive Officer Contact Information 
section of both the FR Y-9C and FR Y-9SP is kept confidential pursuant 
to FOIA exemption 6, which applies to personnel and medical files the 
disclosure of which would constitute a clearly unwarranted invasion of 
personal privacy,\9\ and exemption 8,

[[Page 69647]]

which applies to 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.\10\
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    \9\ 5 U.S.C. 552(b)(6).
    \10\ 5 U.S.C. 552(b)(8).
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    Aside from the data items described above, data collected by the FR 
Y-9 reports generally are not accorded confidential treatment. As 
provided in the Board's Rules Regarding Availability of 
Information,\11\ 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 granted 
or denied.
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    \11\ 12 CFR part 261.
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    To the extent that the instructions to the FR Y-9 reports 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 may be 
considered confidential pursuant to exemption 8 of the FOIA.\12\ In 
addition, the workpapers and related materials may also be protected by 
exemption 4 of the FOIA, to the extent such financial information is 
customarily and actually treated as private by the respondent.\13\
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    \12\ 5 U.S.C. 552(b)(8).
    \13\ 5 U.S.C. 552(b)(4).
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    Current actions: On September 8, 2021, the Board published a notice 
in the Federal Register (86 FR 50354) requesting public comment for 60 
days on the extension for three years of the Financial Statements for 
Holding Companies (FR Y-9 Reports), with revision.

Proposed Revisions

Chief Executive Officer Contact Information

    The Federal Reserve periodically needs to communicate directly with 
the CEOs of holding companies via email; however, the Federal Reserve 
currently does not have a complete list of CEO email addresses. To 
streamline communications to CEOs, the Board proposed to collect the 
name, email address, and phone number of the holding company's CEO on 
the FR Y-9C and FR Y-9SP reports. CEO communications would be initiated 
or approved by the Board's senior management and would involve topics 
such as new initiatives and policy notifications.
    The proposed CEO contact information would have been for the 
confidential use of the Federal Reserve and would not have been 
released to the public. In the proposal, the Board stated that it would 
use the collected CEO email addresses and phone numbers judiciously and 
only for significant matters requiring CEO-level attention. Having a 
comprehensive database of holding companies' CEO contact information, 
including email addresses and phone numbers, would allow the Federal 
Reserve to have current information to communicate important and time-
sensitive information to CEOs. This information was proposed to be 
collected quarterly on the FR Y-9C report for consistency with the Call 
Report and semiannually on the FR Y-9SP report. The information would 
have been collected from top tier holding companies only.

Full-Time Employees

    Consistent with the Interagency Policy Statement Establishing Joint 
Standards for Assessing the Diversity Policies of Entities Regulated by 
the Agencies,\14\ which was issued as required by section 342 of the 
Dodd-Frank Act, the Board's Office of Minority and Women Inclusion 
(OMWI) conducts an annual survey of entities the Board regulates. In 
this voluntary survey, the Board collects a self-assessment report on 
diversity policies and practices from Board-regulated entities with 100 
or more full-time equivalent employees.
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    \14\ See 80 FR 33016 (June 10, 2015). Agencies include the 
Office of the Comptroller of the Currency (OCC); Board; Federal 
Deposit Insurance Corporation (FDIC); National Credit Union 
Administration (NCUA); Consumer Financial Protection Bureau (CFPB); 
and Securities and Exchange Commission (SEC).
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    Currently, to identify those entities that should be invited to 
participate in the survey, the Board's OMWI relies on the FR Y-9C and 
Call Report, which collect data on the number of full-time equivalent 
employees for the consolidated entity. Because these data are not 
collected on the parent-only FR Y-9SP or the nonbank subsidiary 
reports,\15\ the Board cannot accurately identify the FR Y-9SP 
reporters with 100 or more full-time equivalent employees on a 
consolidated basis that should be invited to participate in this 
survey.
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    \15\ The nonbank subsidiary reports include the Financial 
Statements of Foreign Subsidiaries of U.S. Banking Organizations (FR 
2314/2314S), Financial Statements of U.S. Nonbank Subsidiaries held 
by Foreign Banking Organizations (FR Y-7N/7NS/7Q), and Financial 
Statements of U.S. Nonbank Subsidiaries of U.S. Holding Companies 
(FR Y-11/11S).
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    Therefore, the Board proposed to add a new check box, Memorandum 
item 5, ``Does your holding company have 100 or more full-time 
equivalent employees on a consolidated basis?'' to Schedule SI, Income 
Statement of the FR Y-9SP report. The addition of this item on the FR 
Y-9SP would enable OMWI to have a comprehensive list of the Board-
regulated holding companies with full-time equivalent employees of 100 
or more on a consolidated basis. The proposed data item would have been 
collected only from top-tier holding companies and would have been 
collected only on the report for the December 31 as-of date. Given that 
the additional information to be reported should be easily obtainable, 
the Board expects that this revision would cause a small burden 
increase for reporters.

Brokered Deposits Glossary Entries

    The FR Y-9C instructions Glossary defines ``Brokered Deposits'' and 
``Brokered Retail Deposits'' consistent with section 29(g) of the 
Federal Deposit Insurance Act (FDI Act) and the FDIC's brokered 
deposits regulation.\16\ Under these definitions, the meaning of the 
term ``brokered deposit'' references the defined term ``deposit 
broker.'' On January 22, 2021, the FDIC published in the Federal 
Register a final rule to amend its brokered deposits regulation 
(brokered deposits final rule),\17\ which established a new framework 
for analyzing certain provisions of the ``deposit broker'' definition 
in the FDI Act.\18\ The brokered deposits final rule clarified the term 
``deposit broker'' and the analysis of whether entities are engaged in 
the business of placing, or facilitating the placement of, deposits. 
The revised FDIC regulation describes exceptions to the definition of 
``deposit broker'' including when the primary purpose of an agent's or 
nominee's business relationship with its customers is not the placement 
of funds with depository institutions (primary purpose exception). The 
brokered deposits final rule introduced in the FDIC's regulation a list 
of business relationships that are designated as meeting the primary 
purpose exception. In February 2021, the Federal Financial Institutions 
Examination Council proposed changes to the Call Reports forms and 
instructions consistent with the brokered deposits final rule and

[[Page 69648]]

proposed conforming clarifications in the Call Reports Glossary.
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    \16\ 12 CFR 337.6.
    \17\ 86 FR 6742 (Jan. 22, 2021).
    \18\ 12 U.S.C. 1831f(g).
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    To provide clarity for respondents, the Board proposed to revise 
the FR Y-9C Glossary instructions to incorporate changes under the 
brokered deposits final rule consistent with the proposed Call Report 
revisions. Specifically, the Board proposed to reorder the content of 
the Glossary entries for ``Brokered Deposits'' and ``Brokered Retail 
Deposits,'' to incorporate the revised content of the FDIC regulation, 
and to update reference to the FDIC insurance limit of $250,000. The 
Board did not propose otherwise to revise the FR Y-9C form or 
instructions in respect to brokered deposits.

SA-CCR Check Box

    On January 24, 2020, the agencies issued a final rule \19\ (SA-CCR 
final rule) that amends the regulatory capital rule to implement a new 
approach for calculating the exposure amount for derivatives contracts 
for purposes of calculating the total risk-weighted assets (RWA), which 
is called SA-CCR. The final rule also incorporates SA-CCR into the 
determination of the exposure amounts of derivatives for total leverage 
exposure under the supplementary leverage ratio and the cleared 
transaction framework under the capital rule.
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    \19\ See 85 FR 4362 (January 24, 2021).
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    Holding companies that are not advanced approaches banking 
organizations \20\ may elect to use SA-CCR to calculate standardized 
total RWA by notifying the Board.\21\ Advanced approaches holding 
companies are required to use SA-CCR to calculate standardized total 
RWA starting on January 1, 2022. Advanced approaches holding companies 
may adopt SA-CCR prior to January 1, 2022, but must notify the Board of 
their early adoption.\22\
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    \20\ See 12 CFR 217.2 (defining ``Advanced approaches Board-
regulated institution'').
    \21\ 12 CFR 217.34(a)(1)(ii).
    \22\ 12 CRF 217.300(h).
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    The Board proposed to revise the FR Y-9C forms and instructions by 
adding new line item 31.b, ``Standardized Approach for Counterparty 
Credit Risk opt-in election.'' The Board proposed to add this new item 
to identify holding companies that have chosen to early adopt or 
voluntarily elect SA-CCR, which would allow for enhanced comparability 
of the reported derivative data and for better supervision of the 
implementation of the framework at these holding companies. Due to the 
inherent complexity of adopting SA-CCR, identification of non-advanced 
approaches institutions that choose to voluntarily adopt SA-CCR is 
particularly important for their supervision.
    Under the proposal, a non-advanced approaches holding company that 
adopts SA-CCR would have entered ``1'' for ``Yes'' in line item 31.b. 
All other non-advanced approaches holding companies would have left 
this item blank. If a non-advanced approaches holding company has 
elected to use SA-CCR, the holding company may change its election only 
with prior approval of the Board.\23\ An advanced approaches holding 
company that elects to early adopt SA-CCR prior to the January 1, 2022, 
mandatory compliance date would have entered ``1'' for ``Yes'' in line 
item 31.b. After January 1, 2022, an advanced approaches holding 
company would have left this item blank. This proposed reporting change 
would have taken effect starting with the December 31, 2021, FR Y-9C 
report. This item would have no longer been applicable to advanced 
approaches holding companies starting with the March 31, 2022, report 
date. There would have been no material change in burden to the FR Y-9C 
report related to this revision.
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    \23\ 12 CFR 217.34(a)(1)(ii).
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    The comment period for this notice expired on Monday, November 8, 
2021. The Board did not receive any comments. The revisions will be 
implemented as proposed.
    A comment was received on a comparable proposal involving the 
Consolidated Reports of Condition and Income (Call Report) (FFIEC 031, 
FFIEC 041and FFIEC 051; OMB Control Number 7100-0036). The comment was 
generally supportive of the proposed new line item related to the SA-
CCR final rule. The Board has taken the comments from the proposed 
changes to the Call Report into consideration in finalizing the 
proposed FR Y-9C changes and the Board intends to add the new item for 
SA-CCR, as proposed.

    Board of Governors of the Federal Reserve System, December 3, 
2021.
Ann Misback,
Secretary of the Board.
[FR Doc. 2021-26598 Filed 12-7-21; 8:45 am]
BILLING CODE 6210-01-P