SLHCs and Thrifts: New Filing Requirements

The Board of Governors of the Federal Reserve Board (the “FRB”), as the new regulator of savings and loan holding companies (“SLHCs”), initially indicated that SLHCs would be required to begin submitting the FRB reports required to be filed by bank holding companies, instead of the OTS reports, following the December 31, 2011, reporting period. The FRB adopted a phased-in approach for the transition, however, in a notice it issued on December 23, 2011 (the “Notice”).

The Notice outlines the new filing requirements. Effective for 2012, savings associations are required to file call reports (in lieu of Thrift Financial Reports (“TFRs”)) with their principal federal regulator, and most SLHCs are required to file a revised version of the OTS H-(b)11 report with the FRB, using its Internet Electronic Submission system, until further notice.

During 2012, SLHCs also will be required to submit to the FRB the FR Y-9 series of reports and one of two year-end annual reports (FR Y-6 or FR Y-7 (for foreign banking organizations) reports). During 2013, these SLHCs will be required to submit all regulatory reports that are applicable to the SLHC, depending on the size, complexity, and nature of the holding company.

For domestic SLHCs with assets under $500 million:

For 2012, the following reports are required:

FR Y-9SP - Semi-Annual Report due 45 days after the last calendar day of June and December;
FR Y-6 - Annual Report due 90 days after the end of the fiscal year.

For 2013, in addition to the reports noted above, the following reports are required:

FR Y-8 - Quarterly Report on Section 23A transactions with affiliates due 30 days after each calendar quarter;
FR Y-10 - Report of changes in organization structure.

Domestic SLHCs with $500 million and over in assets:

For 2012, the following reports are required:

FR Y-9C - Quarterly consolidated statements for SLHCs as of the last calendar day of March, June, September and December;
FR Y-9LP - Quarterly parent company only financial statements as of the last calendar day of March, June, September and December;
FR Y-6 - Annual Report due 90 days after the end of the fiscal year.

For 2013, in addition to the reports noted above, the following reports may be required:

FR Y-11/ FR Y-11S - Financial statements of U.S. nonbank subsidiaries filed either quarterly or annually;
FR Y-12 - Equity investments in nonfinancial companies;
FR Y-12A - Merchant banking investments;
FR Y-20 - Limited securities underwriting.

The FRB intends to modify the FR Y-6 and FR Y-7 reporting instructions to include the specific statutory and regulatory requirements for SLHCs. It also plans to issue a separate reporting proposal for the FR Y-10 report in early 2012 that would address plans to collect organizational structure and activity information from SLHCs to populate the NIC database with a comprehensive list of subsidiaries and affiliates of each SLHC.

Until the regulatory capital requirements for SLHCs are finalized, SLHCs will not be required to complete regulatory capital schedules that are included in any report that an SLHC is required to submit to the FRB.

Commercial SLHCs (grandfathered unitary SLHCs (1) whose savings association consolidated assets make up less than 5% of the total consolidated assets of the entity or (2) whose assets constituting impermissible activities are more than 50% of the entity’s total consolidated assets) are exempted from these reporting requirements at this time but must continue to file the Thrift Financial Report Schedule HC (to be renamed the FR 2320 report) and the FRB’s Form FR Y-6 or FR Y-7 regulatory reports.

The FRB will issue individual notices to SLHCs regarding these filing requirements. An information session has been scheduled for July 25, 2012 on the FR Y-6 (Annual Reporting for Holding Companies), FR Y-7 (Annual Reporting for Foreign Banking Organizations) and FR Y-10 (Report of Changes in Org. Structure) Reports. During the fourth quarter of 2012, an information session will be scheduled on the FR Y-8 (23A transactions with affiliates), FR Y-9 and FR 2314 (Foreign Subsidiaries) Reports.