83_FR_55580 83 FR 55366 - Proposed Agency Information Collection Activities; Comment Request

83 FR 55366 - Proposed Agency Information Collection Activities; Comment Request

FEDERAL RESERVE SYSTEM

Federal Register Volume 83, Issue 214 (November 5, 2018)

Page Range55366-55368
FR Document2018-24118

The Board of Governors of the Federal Reserve System (Board) invites comment on a proposal to extend for three years, with revision, the Consolidated Holding Company Report of Equity Investments in Nonfinancial Companies (FR Y-12; OMB No. 7100-0300) and the Annual Report of Merchant Banking Investments Held for an Extended Period (FR Y-12A; OMB No. 7100-0300).

Federal Register, Volume 83 Issue 214 (Monday, November 5, 2018)
[Federal Register Volume 83, Number 214 (Monday, November 5, 2018)]
[Notices]
[Pages 55366-55368]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-24118]


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FEDERAL RESERVE SYSTEM


Proposed Agency Information Collection Activities; Comment 
Request

AGENCY: Board of Governors of the Federal Reserve System.

ACTION: Notice, request for comment.

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SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
invites comment on a proposal to extend for three years, with revision, 
the Consolidated Holding Company Report of Equity Investments in 
Nonfinancial Companies (FR Y-12; OMB No. 7100-0300) and the Annual 
Report of Merchant Banking Investments Held for an Extended Period (FR 
Y-12A; OMB No. 7100-0300).

DATES: Comments must be submitted on or before January 4, 2019.

ADDRESSES: You may submit comments, identified by FR Y-12 or FR Y-12A, 
by any of the following methods:
     Agency Website: http://www.federalreserve.gov. Follow the 
instructions for submitting comments at https://www.federalreserve.gov/apps/foia/proposedregs.aspx.
     Email: [email protected]. Include OMB 
number in the subject line of the message.
     Fax: (202) 452-3819 or (202) 452-3102.
     Mail: Ann E. Misback, Secretary, Board of Governors of the 
Federal Reserve System, 20th Street and Constitution Avenue NW, 
Washington, DC 20551.
    All public comments are available from the Board's website at 
https://www.federalreserve.gov/apps/foia/proposedregs.aspx as 
submitted, unless modified for technical reasons or to remove sensitive 
personally identifiable information at the commenter's request. Public 
comments may also be viewed electronically or in paper form in Room 
3515, 1801 K Street NW (between 18th and 19th Streets NW), Washington, 
DC 20006 between 9:00 a.m. and 5:00 p.m. on weekdays. For security 
reasons, the Board requires that visitors make an appointment to 
inspect comments. You may do so by calling (202) 452-3684. Upon 
arrival, visitors will be required to present valid government-issued 
photo identification and to submit to security screening in order to 
inspect and photocopy comments.
    Additionally, commenters may send a copy of their comments to the 
OMB Desk Officer--Shagufta Ahmed--Office of Information and Regulatory 
Affairs, Office of Management and Budget, New Executive Office 
Building, Room 10235, 725 17th Street NW, Washington, DC 20503 or by 
fax to (202) 395-6974.

FOR FURTHER INFORMATION CONTACT: A copy of the PRA OMB submission, 
including the proposed reporting form and instructions, supporting 
statement, and other documentation will be placed into OMB's public 
docket files, if approved. These documents will also be made available 
on the Board's public website at: http://www.federalreserve.gov/apps/reportforms/review.aspx or may be requested from the agency clearance 
officer, whose name appears below.
    Federal Reserve Board Clearance Officer--Nuha Elmaghrabi--Office of 
the Chief Data Officer, Board of Governors of the Federal Reserve 
System, Washington, DC 20551, (202) 452-3829. Telecommunications Device 
for the Deaf (TDD) users may contact (202) 263-4869, Board of Governors 
of the Federal Reserve System, Washington, DC 20551.

SUPPLEMENTARY INFORMATION: On June 15, 1984, the Office of Management 
and Budget (OMB) delegated to the Board authority under the Paperwork 
Reduction Act (PRA) to approve and assign OMB control numbers to 
collection of information requests and requirements conducted or 
sponsored by the Board. In exercising this delegated authority, the 
Board is directed to take every reasonable step to solicit comment. In 
determining whether to approve a collection of information, the Board 
will consider all comments received from the public and other agencies.

Request for Comment on Information Collection Proposal

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

Proposal To Approve Under OMB Delegated Authority the Extension for 
Three Years, With Revision, of the Following Report

    Report Title: Consolidated Bank Holding Company Report of Equity 
Investments in Nonfinancial Companies, and the Annual Report of 
Merchant Banking Investments Held for an Extended Period.
    Agency form number: FR Y-12 and FR Y-12A, respectively.
    OMB control number: 7100-0300.
    Frequency: FR Y-12, quarterly and semiannually; and FR Y-12A, 
annually.
    Reporters: Bank holding companies (BHCs), savings and loan holding 
companies (SLHCs), U.S. intermediate holding companies (IHCs), and 
financial holding companies (FHCs) that hold merchant banking 
investments that are approaching the end of the holding periods 
permissible under Regulation Y.
    Estimated annual reporting hours: FR Y-12 quarterly, 1,782 hours; 
FR Y-12 semiannual, 165 hours; and FR Y-12A, 3,293 hours.
    Estimated average hours per response: FR Y-12, 16.5 hours; and FR 
Y-12A, 7.5 hours.
    Number of respondents: FR Y-12 quarterly, 27; FR Y-12 semiannual, 
5; and FR Y-12A, 439.
    General description of report: The FR Y-12 collects information 
from certain domestic BHCs, SLHCs, and U.S. intermediate holding 
companies (collectively, holding companies) on their equity investments 
in nonfinancial companies. Respondents report the FR Y-12 either 
quarterly or semiannually based on reporting threshold criteria. The FR 
Y-12A is filed annually by FHCs that hold merchant banking investments 
that are approaching the end of the holding periods permissible under 
Regulation Y (covered investments).
    Proposed revisions: The Board proposes to revise the FR Y-12 by (1) 
requiring that dollar values

[[Page 55367]]

be reported in thousands instead of millions, and (2) no longer 
requiring firms to report the fax number of the person to be contacted 
regarding a report submission. The Board proposes to revise the FR Y-
12A by (1) requiring that dollar values be reported in thousands 
instead of millions, (2) adding an item for the holding period 
expiration date of the covered investment, (3) expanding the scope of 
the item where a respondent indicates its plan and schedule for 
disposition of its covered investment, (4) clarifying that the top-tier 
FHC should be the filer for each submitted report, (5) adding an item 
for the RSSD ID of the direct holder of the covered investment, (6) 
clarifying that an FHC needs to continue to file the report until it 
ceases to hold the covered investment, (7) no longer requiring firms to 
report the fax number of the person to be contacted regarding a report 
submission, and (8) making other minor clarifications throughout the 
instructions. The proposed revisions to the FR Y-12 would be effective 
for the March 30, 2019, report date. The proposed revisions to the FR 
Y-12A would be effective for the December 31, 2019, report date.

FR Y-12 and FR Y-12A

    The Board is proposing to require firms to report dollar values on 
the FR Y-12 and FR Y-12A reports in thousands instead of millions. 
Since firms currently file the reports in millions, any amounts 
reported that are less than $500 thousand round down and are reported 
as a $0. On the FR Y-12A report, this can cause problems as the Board 
may not be adequately able to assess a respondent's plan for disposing 
of its covered investment without knowing the dollar value of the 
investment. For consistency between the FR Y-12 and FR Y-12A reports, 
the Board is proposing this change for both reports.
    The Board is also proposing to remove the item that captures the 
fax number of the person to be contacted regarding a report submission 
from the FR Y-12 and FR Y-12A reports, as this information is no longer 
needed.

FR Y-12A Only

    The Board is proposing to add an item indicating when the 
permissible holding period expires for a merchant banking investment. 
As previously mentioned, FHCs are only allowed to hold merchant banking 
investments for a specified number of years, unless the Board approves 
an extension request. Currently, the date of expiration for the 
permissible holding period is not included on the form. As a result, 
Board staff routinely need to follow up with FHCs for this information. 
To streamline this process, the Board is proposing to revise the FR Y-
12A to require respondents to indicate the date on which the 
permissible holding period expires for a covered investment (proposed 
item 1.a).
    The Board is also proposing to expand the scope of the existing 
item where an FHC indicates its plan and schedule for disposition of 
its covered investment (current item 8). Since FHCs can only hold 
merchant banking investments for a specified number of years, the FR Y-
12A report currently contains an item where FHCs explain their plans 
and schedules for disposition of these investments. In reviewing these 
plans, the Board frequently needs to reach out to the FHCs to obtain 
more information than is provided in FR Y-12A submissions. For example, 
the Board may ask about previous efforts to dispose of the covered 
investment, or any potential challenges related to the disposition. 
Therefore, the Board is proposing to expand the scope of current item 8 
in order to have a more complete picture of the disposition process. 
This expanded item will streamline the review process for the FR Y-12A 
report by allowing the Board to ask FHCs fewer follow up questions 
regarding FR Y-12A submissions. To better incorporate this expanded 
scope, the Board is proposing to rename this item from `Plan and 
Schedule for disposition of the Covered Investment' to `Past Efforts 
and Future Plan, Including Timing, to Achieve Disposition of Covered 
Investment Within the Holding Period.'
    The Board is further proposing to clarify that the top-tier FHC 
should be the filer for each submitted report. Currently, there is 
diversity in practice among FR Y-12A filers in that some firms file at 
the FHC level, while other firms file at the direct holder level. The 
instructions are ambiguous as to which firm within the organization 
should be the filer. For consistency and clarity, the Board proposes to 
clarify the instructions to state that all firms should report at the 
FHC level. On a case-by-case basis, top-tier holding companies can be 
given exemptions to file certain regulatory reports. In these cases, 
lower-tier holding companies typically file on their behalf. The 
proposed revisions to the FR Y-12A would indicate that if the top-tier 
FHC is exempt from reporting the FR Y-12A report, then a lower-tier 
holding company must file on its behalf.
    In conjunction with the proposal to clarify that the top-tier FHC 
should be the FR Y-12A filer, the Board is also proposing to add an 
item that requires an FHC to report the RSSD ID of the direct holder of 
the covered investment within its organization. An RSSD ID is a unique 
identifier assigned to institutions by the Federal Reserve. The FR Y-
12A report currently has an item for the name and location of the 
direct holder of the covered investment, but not an item for the RSSD 
ID of the direct holder. Submission of the RSSD ID of the direct holder 
will better enable the Board to monitor the covered investment, and 
will allow the Board to more effectively scope examinations to put more 
resources towards specific subsidiaries if they are direct holders of 
covered investments.
    Finally, the Board is proposing to clarify that an FHC needs to 
continue to file the FR Y-12A report until the FHC ceases to hold its 
covered investment. The instructions currently require FHCs to file the 
report if they hold merchant banking investments for longer than eight 
years (or 13 years in the case of an investment held through a 
qualifying private equity fund). An FHC may hold such investments 
beyond the permissible holding period if it receives Board approval to 
do so. However, the instructions do not clearly state that an FHC needs 
to continue to file the FR Y-12 report until it ceases to hold its 
merchant banking investment, even if the permissible holding period has 
been extended by the Board. Adding such clarifying language will remove 
ambiguity about when an FHC can cease reporting the FR Y-12A report. 
Legal authorization and confidentiality: The Board's Legal Division has 
determined that the information collected under the FR Y-12 and FR Y-
12A is mandatory and authorized to be collected from BHCs and FHCs 
pursuant to section 5(c) of the Bank Holding Company Act (BHC ACT) (12 
U.S.C. 1844(c)(1)(A)); from SLHCs pursuant to section 10(b)(2) of the 
Home Owners Loan Act (HOLA) (12 U.S.C. 1467a(b)(2)), as amended by 
Section 369(8) of the Dodd-Frank Wall Street and Consumer Protection 
Act (Dodd-Frank Act); and from IHCs pursuant to Section 5(c) of the BHC 
Act, (12 U.S.C. 1844(c)(1)(A)), as well as pursuant to Sections 
102(a)(1) and 165 of the Dodd-Frank Act, (12 U.S.C. 5311(a)(1)) and 
5365,\1\ and Regulation YY, 12 CFR 252.153(b)(2).
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    \1\ 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 of the foreign banking 
organizations that are 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-12 and FR Y-12A reports.

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[[Page 55368]]

    In addition, with respect to the FR Y-12A report, Section 
4(k)(7)(A) of the BHC Act, (12 U.S.C. 1843(k)(7)(A)), authorizes the 
Board and the Treasury Department to jointly develop implementing 
regulations governing merchant banking activities for purposes of 
section 4(k)(4)(H) of the BHC Act. Section 4(k)(4)(H) of the BHC Act, 
(12 U.S.C. 1843(k)(4)(H)), and subpart J of the Board's Regulation Y, 
(12 CFR 225.170 et seq.), authorize a BHC that has made an effective 
FHC election to acquire merchant banking investments that are not 
otherwise permissible for an FHC. Section 10(c)(2)(H) of HOLA, as 
amended by Section 606(b) of the Dodd-Frank Act, (12 U.S.C. 
1467a(c)(2)(H)), and Section 8(a) of the International Bank Act, (12 
U.S.C. 3106(a)), extend certain authorities and requirements of the BHC 
Act to SLHCs and to foreign banks, respectively.
    The Board does not consider information collected on the FR Y-12 
report to be confidential, and the completed version of this report 
generally is made available to the public upon request. However, 
exemption 4 of the Freedom of Information Act (FOIA) provides an 
exemption from public disclosure for ``trade secrets and commercial or 
financial information obtained from a person and privileged or 
confidential.'' (5 U.S.C. 552(b)(4)). Thus, if a respondent feels that 
disclosure of confidential commercial or financial information on the 
FR Y-12 report is reasonably likely to result in substantial harm to 
its competitive position under exemption 4 of the FOIA, the respondent 
may request confidential treatment for such information pursuant to the 
Board's Rules Regarding the Availability of Information, 12 CFR 261.15.
    The Board generally considers the information collected on the FR 
Y-12A to be confidential under exemption 4 of the FOIA (5 U.S.C. 
552(b)(4)). Information reported on the FR Y-12A is competitively 
sensitive and its release would likely result in substantial harm to 
the competitive position of an FHC or SLHC. In addition, if the FR Y-
12A data is obtained as a part of an examination or supervision of a 
financial institution, this information may also be withheld pursuant 
to exemption 8 of the FOIA, which protects information contained in 
``examination, operating, or condition reports'' obtained in the bank 
supervisory process (5 U.S.C. 552(b)(8)).

    Board of Governors of the Federal Reserve System, October 29, 
2018.
Michele Taylor Fennell,
Assistant Secretary of the Board.
[FR Doc. 2018-24118 Filed 11-2-18; 8:45 am]
 BILLING CODE 6210-01-P



     55366                       Federal Register / Vol. 83, No. 214 / Monday, November 5, 2018 / Notices

       Board of Governors of the Federal Reserve             screening in order to inspect and                       c. Ways to enhance the quality,
     System, October 31, 2018.                               photocopy comments.                                   utility, and clarity of the information to
     Ann Misback,                                              Additionally, commenters may send a                 be collected;
     Secretary of the Board.                                 copy of their comments to the OMB                       d. Ways to minimize the burden of
     [FR Doc. 2018–24143 Filed 11–2–18; 8:45 am]             Desk Officer—Shagufta Ahmed—Office                    information collection on respondents,
     BILLING CODE 6210–01–P                                  of Information and Regulatory Affairs,                including through the use of automated
                                                             Office of Management and Budget, New                  collection techniques or other forms of
                                                             Executive Office Building, Room 10235,                information technology; and
     FEDERAL RESERVE SYSTEM                                  725 17th Street NW, Washington, DC                      e. Estimates of capital or startup costs
                                                             20503 or by fax to (202) 395–6974.                    and costs of operation, maintenance,
     Proposed Agency Information                             FOR FURTHER INFORMATION CONTACT: A                    and purchase of services to provide
     Collection Activities; Comment                          copy of the PRA OMB submission,                       information.
     Request                                                 including the proposed reporting form                   At the end of the comment period, the
                                                             and instructions, supporting statement,               comments and recommendations
     AGENCY: Board of Governors of the                                                                             received will be analyzed to determine
     Federal Reserve System.                                 and other documentation will be placed
                                                             into OMB’s public docket files, if                    the extent to which the Board should
     ACTION: Notice, request for comment.                                                                          modify the proposal.
                                                             approved. These documents will also be
     SUMMARY:   The Board of Governors of the                made available on the Board’s public                  Proposal To Approve Under OMB
     Federal Reserve System (Board) invites                  website at: http://www.federalreserve.                Delegated Authority the Extension for
     comment on a proposal to extend for                     gov/apps/reportforms/review.aspx or                   Three Years, With Revision, of the
     three years, with revision, the                         may be requested from the agency                      Following Report
     Consolidated Holding Company Report                     clearance officer, whose name appears
                                                                                                                     Report Title: Consolidated Bank
     of Equity Investments in Nonfinancial                   below.
                                                                                                                   Holding Company Report of Equity
     Companies (FR Y–12; OMB No. 7100–                         Federal Reserve Board Clearance
                                                                                                                   Investments in Nonfinancial
     0300) and the Annual Report of                          Officer—Nuha Elmaghrabi—Office of
                                                                                                                   Companies, and the Annual Report of
     Merchant Banking Investments Held for                   the Chief Data Officer, Board of
                                                                                                                   Merchant Banking Investments Held for
     an Extended Period (FR Y–12A; OMB                       Governors of the Federal Reserve
                                                                                                                   an Extended Period.
     No. 7100–0300).                                         System, Washington, DC 20551, (202)
                                                                                                                     Agency form number: FR Y–12 and
     DATES: Comments must be submitted on                    452–3829. Telecommunications Device
                                                                                                                   FR Y–12A, respectively.
     or before January 4, 2019.                              for the Deaf (TDD) users may contact                    OMB control number: 7100–0300.
     ADDRESSES: You may submit comments,                     (202) 263–4869, Board of Governors of                   Frequency: FR Y–12, quarterly and
     identified by FR Y–12 or FR Y–12A, by                   the Federal Reserve System,                           semiannually; and FR Y–12A, annually.
     any of the following methods:                           Washington, DC 20551.                                   Reporters: Bank holding companies
       • Agency Website: http://                             SUPPLEMENTARY INFORMATION: On June                    (BHCs), savings and loan holding
     www.federalreserve.gov. Follow the                      15, 1984, the Office of Management and                companies (SLHCs), U.S. intermediate
     instructions for submitting comments at                 Budget (OMB) delegated to the Board                   holding companies (IHCs), and financial
     https://www.federalreserve.gov/apps/                    authority under the Paperwork                         holding companies (FHCs) that hold
     foia/proposedregs.aspx.                                 Reduction Act (PRA) to approve and                    merchant banking investments that are
       • Email: regs.comments@                               assign OMB control numbers to                         approaching the end of the holding
     federalreserve.gov. Include OMB                         collection of information requests and                periods permissible under Regulation Y.
     number in the subject line of the                       requirements conducted or sponsored                     Estimated annual reporting hours: FR
     message.                                                by the Board. In exercising this                      Y–12 quarterly, 1,782 hours; FR Y–12
       • Fax: (202) 452–3819 or (202) 452–                   delegated authority, the Board is                     semiannual, 165 hours; and FR Y–12A,
     3102.                                                   directed to take every reasonable step to             3,293 hours.
       • Mail: Ann E. Misback, Secretary,                    solicit comment. In determining                         Estimated average hours per response:
     Board of Governors of the Federal                       whether to approve a collection of                    FR Y–12, 16.5 hours; and FR Y–12A, 7.5
     Reserve System, 20th Street and                         information, the Board will consider all              hours.
     Constitution Avenue NW, Washington,                     comments received from the public and                   Number of respondents: FR Y–12
     DC 20551.                                               other agencies.                                       quarterly, 27; FR Y–12 semiannual, 5;
        All public comments are available                                                                          and FR Y–12A, 439.
     from the Board’s website at https://                    Request for Comment on Information                      General description of report: The FR
     www.federalreserve.gov/apps/foia/                       Collection Proposal                                   Y–12 collects information from certain
     proposedregs.aspx as submitted, unless                    The Board invites public comment on                 domestic BHCs, SLHCs, and U.S.
     modified for technical reasons or to                    the following information collection,                 intermediate holding companies
     remove sensitive personally identifiable                which is being reviewed under                         (collectively, holding companies) on
     information at the commenter’s request.                 authority delegated by the OMB under                  their equity investments in nonfinancial
     Public comments may also be viewed                      the PRA. Comments are invited on the                  companies. Respondents report the FR
     electronically or in paper form in Room                 following:                                            Y–12 either quarterly or semiannually
     3515, 1801 K Street NW (between 18th                      a. Whether the proposed collection of               based on reporting threshold criteria.
     and 19th Streets NW), Washington, DC                    information is necessary for the proper               The FR Y–12A is filed annually by
     20006 between 9:00 a.m. and 5:00 p.m.                   performance of the Board’s functions;                 FHCs that hold merchant banking
     on weekdays. For security reasons, the                  including whether the information has                 investments that are approaching the
     Board requires that visitors make an                    practical utility;                                    end of the holding periods permissible
     appointment to inspect comments. You                      b. The accuracy of the Board’s                      under Regulation Y (covered
     may do so by calling (202) 452–3684.                    estimate of the burden of the proposed                investments).
     Upon arrival, visitors will be required to              information collection, including the                   Proposed revisions: The Board
     present valid government-issued photo                   validity of the methodology and                       proposes to revise the FR
     identification and to submit to security                assumptions used;                                     Y–12 by (1) requiring that dollar values


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                                 Federal Register / Vol. 83, No. 214 / Monday, November 5, 2018 / Notices                                                      55367

     be reported in thousands instead of                     staff routinely need to follow up with                an FHC to report the RSSD ID of the
     millions, and (2) no longer requiring                   FHCs for this information. To streamline              direct holder of the covered investment
     firms to report the fax number of the                   this process, the Board is proposing to               within its organization. An RSSD ID is
     person to be contacted regarding a                      revise the FR Y–12A to require                        a unique identifier assigned to
     report submission. The Board proposes                   respondents to indicate the date on                   institutions by the Federal Reserve. The
     to revise the FR Y–12A by (1) requiring                 which the permissible holding period                  FR Y–12A report currently has an item
     that dollar values be reported in                       expires for a covered investment                      for the name and location of the direct
     thousands instead of millions, (2)                      (proposed item 1.a).                                  holder of the covered investment, but
     adding an item for the holding period                      The Board is also proposing to expand              not an item for the RSSD ID of the direct
     expiration date of the covered                          the scope of the existing item where an               holder. Submission of the RSSD ID of
     investment, (3) expanding the scope of                  FHC indicates its plan and schedule for               the direct holder will better enable the
     the item where a respondent indicates                   disposition of its covered investment                 Board to monitor the covered
     its plan and schedule for disposition of                (current item 8). Since FHCs can only                 investment, and will allow the Board to
     its covered investment, (4) clarifying                  hold merchant banking investments for                 more effectively scope examinations to
     that the top-tier FHC should be the filer               a specified number of years, the FR                   put more resources towards specific
     for each submitted report, (5) adding an                Y–12A report currently contains an item               subsidiaries if they are direct holders of
     item for the RSSD ID of the direct holder               where FHCs explain their plans and                    covered investments.
     of the covered investment, (6) clarifying               schedules for disposition of these                       Finally, the Board is proposing to
     that an FHC needs to continue to file the               investments. In reviewing these plans,                clarify that an FHC needs to continue to
     report until it ceases to hold the covered              the Board frequently needs to reach out               file the FR Y–12A report until the FHC
     investment, (7) no longer requiring firms               to the FHCs to obtain more information                ceases to hold its covered investment.
     to report the fax number of the person                  than is provided in FR Y–12A                          The instructions currently require FHCs
     to be contacted regarding a report                      submissions. For example, the Board                   to file the report if they hold merchant
     submission, and (8) making other minor                  may ask about previous efforts to                     banking investments for longer than
     clarifications throughout the                           dispose of the covered investment, or                 eight years (or 13 years in the case of an
     instructions. The proposed revisions to                 any potential challenges related to the               investment held through a qualifying
     the FR Y–12 would be effective for the                  disposition. Therefore, the Board is                  private equity fund). An FHC may hold
     March 30, 2019, report date. The                        proposing to expand the scope of                      such investments beyond the
     proposed revisions to the FR Y–12A                      current item 8 in order to have a more                permissible holding period if it receives
     would be effective for the December 31,                 complete picture of the disposition                   Board approval to do so. However, the
     2019, report date.                                      process. This expanded item will                      instructions do not clearly state that an
                                                             streamline the review process for the FR              FHC needs to continue to file the FR
     FR Y–12 and FR Y–12A                                    Y–12A report by allowing the Board to                 Y–12 report until it ceases to hold its
        The Board is proposing to require                    ask FHCs fewer follow up questions                    merchant banking investment, even if
     firms to report dollar values on the FR                 regarding FR Y–12A submissions. To                    the permissible holding period has been
     Y–12 and FR Y–12A reports in                            better incorporate this expanded scope,               extended by the Board. Adding such
     thousands instead of millions. Since                    the Board is proposing to rename this                 clarifying language will remove
     firms currently file the reports in                     item from ‘Plan and Schedule for                      ambiguity about when an FHC can cease
     millions, any amounts reported that are                 disposition of the Covered Investment’                reporting the FR Y–12A report. Legal
     less than $500 thousand round down                      to ‘Past Efforts and Future Plan,                     authorization and confidentiality: The
     and are reported as a $0. On the FR                     Including Timing, to Achieve                          Board’s Legal Division has determined
     Y–12A report, this can cause problems                   Disposition of Covered Investment                     that the information collected under the
     as the Board may not be adequately able                 Within the Holding Period.’                           FR Y–12 and FR Y–12A is mandatory
     to assess a respondent’s plan for                          The Board is further proposing to                  and authorized to be collected from
     disposing of its covered investment                     clarify that the top-tier FHC should be               BHCs and FHCs pursuant to section 5(c)
     without knowing the dollar value of the                 the filer for each submitted report.                  of the Bank Holding Company Act (BHC
     investment. For consistency between                     Currently, there is diversity in practice             ACT) (12 U.S.C. 1844(c)(1)(A)); from
     the FR Y–12 and FR Y–12A reports, the                   among FR Y–12A filers in that some                    SLHCs pursuant to section 10(b)(2) of
     Board is proposing this change for both                 firms file at the FHC level, while other              the Home Owners Loan Act (HOLA) (12
     reports.                                                firms file at the direct holder level. The            U.S.C. 1467a(b)(2)), as amended by
        The Board is also proposing to remove                instructions are ambiguous as to which                Section 369(8) of the Dodd-Frank Wall
     the item that captures the fax number of                firm within the organization should be                Street and Consumer Protection Act
     the person to be contacted regarding a                  the filer. For consistency and clarity, the           (Dodd-Frank Act); and from IHCs
     report submission from the FR Y–12 and                  Board proposes to clarify the                         pursuant to Section 5(c) of the BHC Act,
     FR Y–12A reports, as this information is                instructions to state that all firms should           (12 U.S.C. 1844(c)(1)(A)), as well as
     no longer needed.                                       report at the FHC level. On a case-by-                pursuant to Sections 102(a)(1) and 165
                                                             case basis, top-tier holding companies                of the Dodd-Frank Act, (12 U.S.C.
     FR Y–12A Only                                           can be given exemptions to file certain               5311(a)(1)) and 5365,1 and Regulation
       The Board is proposing to add an item                 regulatory reports. In these cases, lower-            YY, 12 CFR 252.153(b)(2).
     indicating when the permissible holding                 tier holding companies typically file on
     period expires for a merchant banking                   their behalf. The proposed revisions to                  1 Section 165(b)(2) of Title I of the Dodd-Frank

     investment. As previously mentioned,                    the FR Y–12A would indicate that if the               Act, (12 U.S.C. 5365(b)(2)), refers to ‘‘foreign-based
     FHCs are only allowed to hold merchant                                                                        bank holding company.’’ Section 102(a)(1) of the
                                                             top-tier FHC is exempt from reporting                 Dodd-Frank Act, (12 U.S.C. 5311(a)(1)), defines
     banking investments for a specified                     the FR Y–12A report, then a lower-tier                ‘‘bank holding company’’ for purposes of Title I of
     number of years, unless the Board                       holding company must file on its behalf.              the Dodd-Frank Act to include foreign banking
     approves an extension request.                             In conjunction with the proposal to                organizations that are treated as bank holding
                                                                                                                   companies under Section 8(a) of the International
     Currently, the date of expiration for the               clarify that the top-tier FHC should be               Banking Act, (12 U.S.C. 3106(a)). The Board has
     permissible holding period is not                       the FR Y–12A filer, the Board is also                 required, pursuant to Section 165(b)(1)(B)(iv) of the
     included on the form. As a result, Board                proposing to add an item that requires                                                             Continued




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     55368                       Federal Register / Vol. 83, No. 214 / Monday, November 5, 2018 / Notices

        In addition, with respect to the FR                  this information may also be withheld                 Commission Act, 15 U.S.C. 46(f), and
     Y–12A report, Section 4(k)(7)(A) of the                 pursuant to exemption 8 of the FOIA,                  FTC Rule 2.34, 16 CFR 2.34, notice is
     BHC Act, (12 U.S.C. 1843(k)(7)(A)),                     which protects information contained in               hereby given that the above-captioned
     authorizes the Board and the Treasury                   ‘‘examination, operating, or condition                consent agreement containing a consent
     Department to jointly develop                           reports’’ obtained in the bank                        order to cease and desist, having been
     implementing regulations governing                      supervisory process (5 U.S.C. 552(b)(8)).             filed with and accepted, subject to final
     merchant banking activities for                           Board of Governors of the Federal Reserve           approval, by the Commission, has been
     purposes of section 4(k)(4)(H) of the                   System, October 29, 2018.                             placed on the public record for a period
     BHC Act. Section 4(k)(4)(H) of the BHC                  Michele Taylor Fennell,                               of thirty (30) days. The following
     Act, (12 U.S.C. 1843(k)(4)(H)), and                                                                           Analysis to Aid Public Comment
                                                             Assistant Secretary of the Board.
     subpart J of the Board’s Regulation Y,                                                                        describes the terms of the consent
                                                             [FR Doc. 2018–24118 Filed 11–2–18; 8:45 am]
     (12 CFR 225.170 et seq.), authorize a                                                                         agreement, and the allegations in the
     BHC that has made an effective FHC                      BILLING CODE 6210–01–P                                complaint. An electronic copy of the
     election to acquire merchant banking                                                                          full text of the consent agreement
     investments that are not otherwise                                                                            package can be obtained from the FTC
     permissible for an FHC. Section                         FEDERAL TRADE COMMISSION                              Home Page (for October 25, 2018), on
     10(c)(2)(H) of HOLA, as amended by                      [File No. 181 0152]                                   the World Wide Web, at https://
     Section 606(b) of the Dodd-Frank Act,                                                                         www.ftc.gov/news-events/commission-
     (12 U.S.C. 1467a(c)(2)(H)), and Section                 Marathon Petroleum Corp.; Analysis                    actions.
     8(a) of the International Bank Act, (12                 To Aid Public Comment                                    You can file a comment online or on
     U.S.C. 3106(a)), extend certain                                                                               paper. For the Commission to consider
     authorities and requirements of the BHC                 AGENCY:    Federal Trade Commission.                  your comment, we must receive it on or
     Act to SLHCs and to foreign banks,                      ACTION:   Proposed Consent Agreement.                 before November 26, 2018. Write
     respectively.                                                                                                 ‘‘Marathon Petroleum Corp.; File No.
        The Board does not consider                          SUMMARY:    The consent agreement in this             1810152’’ on your comment. Your
     information collected on the FR Y–12                    matter settles alleged violations of                  comment—including your name and
     report to be confidential, and the                      federal law prohibiting unfair methods                your state—will be placed on the public
     completed version of this report                        of competition. The attached Analysis to              record of this proceeding, including, to
     generally is made available to the public               Aid Public Comment describes both the                 the extent practicable, on the public
     upon request. However, exemption 4 of                   allegations in the complaint and the                  Commission website, at https://
     the Freedom of Information Act (FOIA)                   terms of the consent orders—embodied                  www.ftc.gov/policy/public-comments.
     provides an exemption from public                       in the consent agreement—that would                      Postal mail addressed to the
     disclosure for ‘‘trade secrets and                      settle these allegations.                             Commission is subject to delay due to
     commercial or financial information                     DATES: Comments must be received on                   heightened security screening. As a
     obtained from a person and privileged                   or before November 26, 2018.                          result, we encourage you to submit your
     or confidential.’’ (5 U.S.C. 552(b)(4)).                ADDRESSES: Interested parties may file a              comments online. To make sure that the
     Thus, if a respondent feels that                        comment online or on paper, by                        Commission considers your online
     disclosure of confidential commercial or                following the instructions in the                     comment, you must file it at https://
     financial information on the FR Y–12                    Request for Comment part of the                       ftcpublic.commentworks.com/ftc/
     report is reasonably likely to result in                SUPPLEMENTARY INFORMATION section                     marathonpetroleumcorpconsent/ by
     substantial harm to its competitive                     below. Write: ‘‘Marathon Petroleum                    following the instructions on the web-
     position under exemption 4 of the                       Corp.; File No. 1810152’’ on your                     based form. If this Notice appears at
     FOIA, the respondent may request                        comment, and file your comment online                 http://www.regulations.gov/#!home, you
     confidential treatment for such                         at https://ftcpublic.commentworks.com/                also may file a comment through that
     information pursuant to the Board’s                     ftc/marathonpetroleumcorpconsent by                   website.
     Rules Regarding the Availability of                                                                              If you prefer to file your comment on
                                                             following the instructions on the web-
     Information, 12 CFR 261.15.                                                                                   paper, write ‘‘Marathon Petroleum
                                                             based form. If you prefer to file your
        The Board generally considers the                                                                          Corp.; File No. 1810152’’ on your
                                                             comment on paper, write ‘‘Marathon
     information collected on the FR Y–12A                                                                         comment and on the envelope, and mail
                                                             Petroleum Corp.; File No. 1810152’’ on
     to be confidential under exemption 4 of                                                                       your comment to the following address:
                                                             your comment and on the envelope, and
     the FOIA (5 U.S.C. 552(b)(4)).                                                                                Federal Trade Commission, Office of the
                                                             mail your comment to the following
     Information reported on the FR Y–12A                                                                          Secretary, 600 Pennsylvania Avenue
                                                             address: Federal Trade Commission,
     is competitively sensitive and its release                                                                    NW, Suite CC–5610 (Annex D),
                                                             Office of the Secretary, 600
     would likely result in substantial harm                                                                       Washington, DC 20580, or deliver your
                                                             Pennsylvania Avenue NW, Suite CC–
     to the competitive position of an FHC or                                                                      comment to the following address:
                                                             5610 (Annex D), Washington, DC 20580,
     SLHC. In addition, if the FR Y–12A data                                                                       Federal Trade Commission, Office of the
                                                             or deliver your comment to the
     is obtained as a part of an examination                                                                       Secretary, Constitution Center, 400 7th
                                                             following address: Federal Trade
     or supervision of a financial institution,                                                                    Street SW, 5th Floor, Suite 5610 (Annex
                                                             Commission, Office of the Secretary,
                                                                                                                   D), Washington, DC 20024. If possible,
                                                             Constitution Center, 400 7th Street SW,
     Dodd-Frank Act, (12 U.S.C. 5365(b)(1)(B)(iv)),                                                                submit your paper comment to the
                                                             5th Floor, Suite 5610 (Annex D),
     certain of the foreign banking organizations that are                                                         Commission by courier or overnight
     subject to section 165 of the Dodd-Frank Act to         Washington, DC 20024.
                                                                                                                   service.
     form U.S. intermediate holding companies.               FOR FURTHER INFORMATION CONTACT:
     Accordingly, the parent foreign-based organization
                                                                                                                      Because your comment will be placed
     of a U.S. IHC is treated as a BHC for purposes of
                                                             Helder G. Agostinho (202–326–3415),                   on the publicly accessible FTC website
     the BHC Act and Section 165 of the Dodd-Frank           Bureau of Competition, 600                            at https://www.ftc.gov, you are solely
     Act. Because Section 5(c) of the BHC Act authorizes     Pennsylvania Avenue NW, Washington,                   responsible for making sure that your
     the Board to require reports from subsidiaries of       DC 20580.
     BHCs, Section 5(c) provides additional authority to
                                                                                                                   comment does not include any sensitive
     require U.S. IHCs to report the information             SUPPLEMENTARY INFORMATION: Pursuant                   or confidential information. In
     contained in the FR Y–12 and FR Y–12A reports.          to Section 6(f) of the Federal Trade                  particular, your comment should not


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Document Created: 2018-11-03 00:28:15
Document Modified: 2018-11-03 00:28:15
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice, request for comment.
DatesComments must be submitted on or before January 4, 2019.
ContactA copy of the PRA OMB submission, including the proposed reporting form and instructions, supporting statement, and other documentation will be placed into OMB's public docket files, if approved. These documents will also be made available on the Board's public website at: http://www.federalreserve.gov/apps/ reportforms/review.aspx or may be requested from the agency clearance officer, whose name appears below.
FR Citation83 FR 55366 

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