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Federal Register / Vol. 76, No. 250 / Thursday, December 29, 2011 / Notices
1. The Wireless Telecommunications
and Media Bureaus announce a change
to the construction permit number for
one of the FM broadcast construction
permits being offered in Auction 93.
The number assigned to the
construction permit for a Class A FM
radio station on channel 252 at Culver,
IN is changed from MM-FM900-A, as
listed in Attachment A to the Auction
93 Procedures Public Notice, 76 FR
78645, December 19, 2011, to MMFM389-A. Attachment A to the Auction
93 Revised Construction Permit Public
Notice reflects this change and also
includes an indicator that a permit for
this allotment was won in Auction 62,
but the winning bidder defaulted.
2. For additional information about
Auction 93, including filing deadlines
and an overview of requirements to
participate in the auction, you should
consult the Auction 93 Procedures
Public Notice. That Public Notice and
additional information about Auction 93
may be found on the Commission’s
Auction Web site at http://
wireless.fcc.gov/auctions.
Federal Communications Commission.
William W. Huber,
Associate Chief, Auctions and Spectrum
Access Division, WTB.
[FR Doc. 2011–33509 Filed 12–28–11; 8:45 am]
BILLING CODE 6712–01–P

FEDERAL MARITIME COMMISSION

wreier-aviles on DSK3TPTVN1PROD with NOTICES

Notice of Agreements Filed
The Commission hereby gives notice
of the filing of the following agreements
under the Shipping Act of 1984.
Interested parties may submit comments
on the agreements to the Secretary,
Federal Maritime Commission,
Washington, DC 20573, within ten days
of the date this notice appears in the
Federal Register. Copies of the
agreements are available through the
Commission’s Web site (www.fmc.gov)
or by contacting the Office of
Agreements at (202) 523–5793 or
tradeanalysis@fmc.gov.
Agreement No.: 011275–030.
Title: Australia and New ZealandUnited States Discussion Agreement.
Parties: A.P. Moller-Maersk AS; ANL
Singapore Pte Ltd.; CMA CGM, S.A.;
Hamburg-Süd KG; and Hapag-Lloyd AG.
Filing Party: Wayne R. Rohde, Esq.;
Cozen O’Connor LLP; 1627 I Street, NW;
Suite 1100; Washington, DC 20006–
4007.
Synopsis: The amendment revises the
minimum level of service agreed upon
by the parties in accordance with
Australian law.

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By Order of the Federal Maritime
Commission.
Dated: December 23, 2011.
Karen V. Gregory,
Secretary.
[FR Doc. 2011–33485 Filed 12–28–11; 8:45 am]
BILLING CODE 6730–01–P

FEDERAL RESERVE SYSTEM
Agency Information Collection
Activities Regarding Savings and Loan
Holding Companies: Announcement of
Board Approval Under Delegated
Authority and Submission to OMB
Pursuant to the Paperwork
Reduction Act of 1995 and 5 CFR
1320.16, the Board of Governors of the
Federal Reserve System (‘‘Board’’) is
hereby giving notice of the final
approval of proposed information
collections from savings and loan
holding companies (‘‘SLHCs’’). On July
21, 2011, the responsibility for
supervision and regulation of SLHCs
transferred from the Office of Thrift
Supervision (‘‘OTS’’) to the Board
pursuant to section 312 of the DoddFrank Wall Street Reform and Consumer
Protection Act (‘‘Dodd-Frank Act’’). The
Board issued a notice proposing
information collections from SLHCs and
seeking public comment on August 25,
2011.
FOR FURTHER INFORMATION CONTACT:
Cynthia Ayouch, Federal Reserve Board
Clearance Officer (202) 452–3829),
Division of Research and Statistics,
Board of Governors of the Federal
Reserve System, Washington, DC 20551.
Telecommunications Device for the Deaf
(TDD) users may contact (202) 263–
4869, Board of Governors of the Federal
Reserve System, Washington, DC 20551.
OMB Desk Officer—Shagufta Ahmed
—Office of Information and Regulatory
Affairs, Office of Management and
Budget, New Executive Office Building,
Room 10235, Washington, DC 20503.
SUPPLEMENTARY INFORMATION:
Background. Board-approved
collections of information are
incorporated into the official OMB
inventory of currently approved
collections of information. Copies of the
Paperwork Reduction Act Submission,
supporting statements and approved
collection of information instrument(s)
are placed into OMB’s public docket
files. The Federal Reserve may not
conduct or sponsor, and the respondent
is not required to respond to, an
information collection that has been
extended, revised, or implemented on or
after October 1, 1995, unless it displays
a currently valid OMB control number.
SUMMARY:

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Current Actions. The Dodd-Frank Act
was enacted into law on July 21, 2010.
Title III of the Dodd-Frank Act
abolished the OTS and transferred its
authorities (including rulemaking)
related to SLHCs to the Board effective
as of July 21, 2011. The Board is
responsible for the consolidated
supervision of SLHCs beginning July 21,
2011. Consolidated data currently
collected from bank holding companies
(‘‘BHCs’’) assist the Board in the
identification and evaluation of
significant risks that may exist in a
diversified holding company. The data
also assist the Board in determining
whether an institution is in compliance
with applicable laws and regulations.
The Board believes that it is important
that any company that owns and
operates a depository institution be held
to appropriate standards of
capitalization, liquidity, and risk
management. Consequently, it is the
Board’s intention that, to the greatest
extent possible, taking into account any
unique characteristics of SLHCs and the
requirements of the Home Owners’ Loan
Act (‘‘HOLA’’), supervisory oversight of
SLHCs should be carried out on a
comprehensive consolidated basis,
consistent with the Board’s established
approach regarding BHC supervision.
The revisions approved by the Board
will provide data to analyze the overall
financial condition of most SLHCs to
ensure safe and sound operations.
On February 8, 2011, the Board
published in the Federal Register a
notice of intent (‘‘NOI’’) to require
SLHCs to submit the same reports as
BHCs, beginning with the March 31,
2012, reporting period. The NOI stated
that the Board would issue a formal
proposed notice on information
collection activities for SLHCs after the
transfer date. On August 22, 2011, the
Board issued a proposal to generally
require SLHCs to submit certain reports
currently used by BHCs and requested
public comment.1 The comment period
for the proposal expired on November 1,
2011. The Board received 17 comment
letters, which have been summarized
and addressed below.
After consideration of the comments
received on the proposal, the Board has
determined to finalize the proposed
collections of information from SLHCs
with modifications. As proposed, the
Board is exempting a limited number of
SLHCs from regulatory reporting using
the Board’s existing regulatory reports
and providing a two year phase-in
approach for regulatory reporting for all
1 76

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FR 53129 (August 25, 2011).

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

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other SLHCs.2 The reporting panels for
the reports listed below will be revised
to include SLHCs and specific citation
and terminology changes to the related
forms will be made as they are renewed.
For all SLHCs that are not initially
excluded from reporting, the Board
believes a phased-in approach should
allow the SLHCs to develop reporting
systems over a period of time and would
reduce the risk of data quality concerns.
The phase-in approach will take two
years to implement and will begin with
the March 31, 2012, reporting period,
when savings associations are required
to file the Financial Institutions
Examination Council (‘‘FFIEC’’)
Consolidated Reports of Condition and
Income (‘‘Call Reports’’) (FFIEC 031 &
041; OMB No. 7100–0036).
During 2012, SLHCs that are not
initially excluded from reporting will be
required to submit the FR Y–9 series of
reports and one of two year-end annual
reports (FR Y–6 or FR Y–7 reports).3
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. All
SLHCs submitting reports to the Board
will also continue to submit the Form
H–(b)11 until further notice.
The revisions will provide data to
analyze the overall financial condition
of SLHCs to ensure safe and sound
operations. The Board also will revise
other regulatory reports filed by BHCs to
include SLHCs in the reporting panels
going forward, as needed for
supervisory purposes.4 No other
2 All SLHCs will continue to submit all currently
required OTS reports, the Schedule HC—Thrift
Holding Companies as part of the Thrift Financial
Report (‘‘TFR’’) and the H–(b)11, through the
December 31, 2011, reporting period, using the
existing processing, editing and validating system,
which is the Electronic Filing System (‘‘EFS’’)
established by the OTS. Effective for 2012, all
SLHCs will still be required to report the H–(b)11
report (OTS Form H–(b)11; OMB No. 7100–0334)
with the Board. In addition, SLHCs that are initially
exempt from reporting using the Federal Reserve’s
regulatory reports will still be required to report
Thrift Financial Report Schedule HC (OTS 1313;
OMB No. 1557–0255), which is proposed to be
renamed the FR 2320 report and the Board’s FR Y–
6 or FR Y–7 regulatory reports. Details about how
SLHCs will submit the FR 2320 to the Board
effective for 2012 is described in a separate notice
in the Federal Register dated November 10, 2011.
See 76 FR 70146. Additionally, the Board will issue
a transmittal letter in early 2012 with information
regarding the submission of the H–(b)11 report.
3 SLHCs that must file the FR Y–9C report will
not be required to complete Schedule HC–R,
Regulatory Capital, until consolidated regulatory
capital requirements for SLHCs are established.
4 In addition, the Board plans to issue a separate
reporting proposal for the FR Y–10 report in 2012
that will address the Board’s plans to collect
organizational structure and activity information
from SLHCs in order to populate its National
Information Center (‘‘NIC’’) data base with a

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revisions are proposed for these
information collections. Reporting
requirements for BHCs would not be
affected by this proposal.
The Board recognizes institutions’
need for lead time to prepare for the
new reporting requirements. Thus,
consistent with longstanding practice,
SLHCs may provide reasonable
estimates during the first reporting
period. The Federal Reserve Banks will
provide training and guidance to SLHCs
to assist with the completion and
submission of the Federal Reserve’s
regulatory reports.
Summary of Public Comments
The Board received comment letters
from five trade associations (one of
these letters was co-authored by two
trade groups), three commercial
companies, two law firms, four
insurance companies, and three
financial services companies (one of
these letters represented seven financial
services companies). The majority of the
public comments addressed the two
proposed exemptions for certain SLHCs
from initially reporting most Federal
Reserve regulatory reports. Other
comments requested delayed
implementation, exemption from the FR
Y–6 reporting requirements and BHC
capital reporting, and submission of
regulatory reports based on a fiscal year
basis instead of a calendar year basis.
Following is a detailed discussion of the
comments received and the Board’s
responses to the comments.
Detailed Discussion of Public
Comments and Responses
A. Excluded SLHCs
As mentioned above, the Board
proposed to exclude certain SLHCs from
initially reporting most Federal Reserve
regulatory reports. There were a limited
number of SLHCs where immediate
transition to these regulatory reports
was not deemed appropriate. As a
result, the Board initially proposed to
exempt SLHCs in either of the following
categories from reporting:
1. Commercial SLHCs: SLHCs that are
exempt pursuant to section 10(c)(9)(C)
of HOLA (i.e., ‘‘grandfathered’’ unitary
SLHCs) and whose savings association
subsidiaries’ consolidated assets make
up less than 5 percent of the total
consolidated assets of the SLHC as of
the quarter end prior to the reporting
date quarter end; or
2. Insurance SLHCs: SLHCs where the
top-tier holding company is an
insurance company that only prepares
comprehensive list of subsidiaries and affiliates of
each SLHC.

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statutory accounting principles (SAP)
financial statements.
The proposal also stated that there
could be a few SLHCs that fall outside
of the exemption criteria and would be
reviewed on a case-by-case basis to
determine if requiring standardized
regulatory reporting beginning in March
2012 was appropriate. In addition, the
proposal stated that other SLHCs that
currently meet the exemption criteria
would be reviewed on a case-by-case
basis to determine if they should be
required to submit Federal Reserve
regulatory reports.
Several commenters suggested the
two exemptions be made permanent and
implemented as proposed. The Board
believes that it is important that any
company that owns and operates a
depository institution be held to
appropriate standards of capitalization,
liquidity, and risk management.
Consequently, the Board has determined
that, to the greatest extent possible,
taking into account any unique
characteristics of SLHCs and the
requirements of the HOLA, supervisory
oversight of SLHCs will be carried out
on a comprehensive consolidated basis,
consistent with the Board’s established
approach regarding BHC supervision.
The revisions approved by the Board
will provide data to analyze the overall
financial condition of most SLHCs to
ensure safe and sound operations.
A few commenters specifically
requested that the Board communicate
quickly whether a firm is eligible for an
exemption and what must be reported.
Some commenters encouraged the
Board to perform a case-by-case analysis
that will allow some SLHCs an
opportunity to demonstrate the costs
and challenges of implementing
standardized regulatory reporting. The
Board recognizes that there are
significant costs associated with
building financial reporting systems.
Thus, the Board gave notice to SLHCs of
its intent to transition SLHCs to its
reporting systems in February 2011. As
mentioned above, the Board believes it
is prudent to apply its regulatory
reporting scheme to the vast majority of
SLHCs in order to assess the overall
financial condition of the SLHC and the
industry as a whole. The Board
provided certain limited exemptions for
SLHCs with characteristics that make
transition difficult at this time. While
the Board recognizes the challenges that
SLHCs are undertaking to develop the
appropriate reporting infrastructure, the
Board has concluded that the transition
periods and exemptions are reasonable.
The Board received a number of
comments regarding the exemption for
commercial SLHCs. Several commenters

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Federal Register / Vol. 76, No. 250 / Thursday, December 29, 2011 / Notices
requested clarification regarding
whether the Board intended this
exemption to apply to all grandfathered
unitary SLHCs with de minimis thrift
activity or only those who principally
engage in commercial activities.
Commenters argued that it would be
appropriate to exempt all grandfathered
unitary SLHCs with de minimis thrift
activity. They stated that these
companies, whether commercial or
financial in nature, are structured
substantially different than BHCs,
subjecting them to the Federal Reserve
reporting forms would be burdensome,
and that much of the information is
available through other means, such as
U.S. Securities and Exchange
Commission (‘‘SEC’’) filings. In the
proposal, the Board was seeking to
exclude only those grandfathered
unitary SLHCs that were both
principally engaged in commercial
activities and whose thrift activities are
immaterial to the consolidated
organization. In response to the
comments received, the Board will
clarify the exemption to include only
those grandfathered unitary SLHCs that
engage primarily in activities that are
not otherwise permissible under
HOLA 5 and whose thrift asset size is
immaterial to the size of the
consolidated SLHC.
One commenter suggested raising the
threshold for measuring the size of the
savings association in relation to the
size of the consolidated assets of the
SLHC from 5 percent (‘‘5 percent test’’)
to 10 percent, or allowing the exemption
to apply if the asset size of the savings
association exceeds 5 percent but the
savings association is well-capitalized
and well-managed, as determined by the
most recent examination of the savings
association. Another commenter
suggested that the 5 percent test be
calculated by averaging the four quarters
prior to the reporting date instead of
determining the threshold using the
asset size for the single quarter prior to
the reporting date. Another suggestion
was to make the determination annually
using a four quarter average and that
SLHCs in this category should be
exempt if their subsidiary savings
association’s assets do not exceed 5
percent of the consolidated assets of the
SLHC for four consecutive quarters. The
Board continues to believe that the 5
percent test is an appropriate limit for
determining if the savings association is
immaterial in size in relation to the
consolidated SLHC.
The Board, having taken these
comments into consideration, will
calculate the 5 percent test annually (as
5 See

12 U.S.C. 1467a(c)(2).

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of the June 30th report date) and by
reviewing the asset size of the
subsidiary savings association for the
prior four quarters (which includes the
quarter-ended June 30th reporting
period) to determine if it exceeded 5
percent of the consolidated assets of the
commercial SLHC for four consecutive
quarters. Therefore, if the subsidiary
savings association’s assets were less
than 5 percent of the consolidated assets
of the commercial SLHC for any single
quarter during this period, the
commercial SLHC will be exempt from
submitting most Federal Reserve reports
(except for the FR Y–6 or FR Y–7 and
certain other reports) for the upcoming
calendar year. Generally, once an SLHC
exceeds this threshold test and must
start reporting on the Federal Reserve’s
regulatory reports, it cannot revert to
exempt status in the future and must
continue to report regardless of the size
of the savings association in relation to
the size of the SLHC.
For the 2012 reporting year, the Board
will review the total assets reported for
the subsidiary savings association in the
TFR (OMB No. 1550–0023) (or the
FFIEC 031 or 041 Call reports if the
subsidiary savings association has
earlier adopted the submission of the
Call report for 2011) and the assets
reported for the SLHC on Schedule HC
of the TFR for the four quarters
including the June 30, 2011, reporting
period to evaluate whether an
institution would qualify for the
exemption. Therefore, for the 2012
reporting year, the asset balances of the
subsidiary savings association and the
SLHC will be reviewed using the assets
reported as of June 30, 2011, March 31,
2011, December 31, 2010 and September
30, 2010. For determining whether a
SLHC is eligible for exemption in 2013
and beyond, if the exemption still
exists, the Board will review asset
balances of the savings association as
reported on the FFIEC 031 or 041 report,
and will review the total asset balances
of the SLHC reported on Schedule HC
or the FR 2320 report, for the four
quarters including the quarter-ended
June 30, 2012 reporting period.6
In addition, several commenters noted
that it was not clear how this exemption
would apply to multi-tiered SLHCs and
proposed that the 5 percent test be
calculated on an enterprise-wide basis.
Consistent with other Board
determinations regarding consolidated
supervision, the Board will calculate the
6 See 76 FR 70146 (November 10, 2011). This
notice includes a proposal to create the FR 2320 as
a replacement to Schedule HC of the Thrift
Financial Report. This form would be submitted by
exempt SLHCs only.

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81935

5 percent test on an enterprise-wide
basis.
Many commenters were particularly
concerned about transitioning SLHCs
that are principally engaged in the
business of insurance (an activity
permissible for both SLHCs under
HOLA and BHCs under section 4(k) of
the Bank Holding Company Act (‘‘BHC
Act’’) (‘‘Insurance SLHCs’’) to the
Federal Reserve reporting forms. Several
commenters stated that it would be
inappropriate and potentially
misleading for SLHCs that are
principally engaged in insurance
activities to submit reports based on
existing BHC capital rules and
standards, and the capital rules for such
entities should be tailored to accurately
and appropriately reflect the
fundamental business of these types of
SLHCs. Commenters requested that the
Board strongly consider excluding all
Insurance SLHCs, irrespective of their
status as grandfathered unitary SLHCs
or their reporting status with the SEC,
from transitioning to Federal Reserve
regulatory reports. These commenters
noted that Insurance SLHCs submit
financial information and reports to the
state insurance regulators. In addition,
one commenter cited to section 604(g)
and (h) of the Dodd-Frank Act,7 which
requires the Board to use reports and
supervisory information provided to
other federal and state regulators, to the
fullest extent possible.
In response to the comments, the
Board will adjust the Insurance SLHC
exemption to provide more certainty to
affected institutions. Insurance SLHCs
that submit reports to the SEC under
section 13 or 15(d) of the Securities
Exchange Act of 1934 would be
expected to transition to the Federal
Reserve reporting requirements. Current
SEC reporting requirements include the
submission of Generally Accepted
Accounting Principles (‘‘GAAP’’)
financial statements that are
consolidated at the top-tier holding
company.
The Board has a longstanding practice
of reviewing reports submitted to other
regulators as part of its supervisory
activities and, as a result, the Board
intends to use this information during
the supervisory process. However, as
noted above, the Board will supervise
all SLHCs on a comprehensive
consolidated basis. Although Insurance
SLHCs submit financial information and
reports to the state insurance regulators,
this information is reported on an
individual legal entity basis utilizing
SAP. The Board believes that
consolidated financial data from large
7 12

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

SLHCs is an important part of this
process.
Revised Exemptions
In light of the comments received and
the discussion above, the Board has
revised the language exempting certain
SLHCs from initially transitioning to the
Federal Reserve regulatory reports as
follows:
1. Commercial SLHCs: The Board will not
require grandfathered SLHCs to initially
transition to the Federal Reserve regulatory
reports if (1) as calculated annually as of June
30th, using the four previous quarters (which
includes the quarter-ended June 30th
reporting period), its savings association
subsidiaries’ consolidated assets make up
less than 5 percent of the total consolidated
assets of the grandfathered SLHC on an
enterprise-wide basis for any of these four
quarters; and (2) as calculated annually as of
June 30th, using the assets reported as of June
30th, where more than 50 percent of the
assets of the grandfathered unitary SLHC are
derived from activities that are not otherwise
permissible under HOLA 8 on an enterprisewide basis. The exemption for commercial
SLHCs will be reviewed periodically and
may be rescinded if the Board determines
that FR Y–9 financial information and other
regulatory reports are needed to effectively
and consistently assess compliance with
capital and other regulatory requirements.
2. Certain Insurance SLHCs: The Board
will not require SLHCs to initially transition
to the Federal Reserve regulatory reports if:
(1) as calculated annually as of June 30th,
using the assets reported as of June 30th,
where more than 50 percent of the assets of
the SLHC are derived from the business of
insurance on an enterprise-wide basis; and
(2) the SLHC does not submit reports to the
SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Insurance
SLHCs will be exempt only until
consolidated regulatory capital rules are
finalized for SLHCs, at which time they may
be required to file consolidated financial
statements to demonstrate their compliance
with the capital rules, and other Federal
Reserve Reports.

As proposed, the Board will require
all exempt SLHCs to continue
submitting the existing Schedule HC,
currently in the TFR, and Form H–(b)11
(OMB No. 7100–0334) until further
notice.9 The Board will require all
exempt SLHCs to file the FR Y–6 or FR
Y–7 beginning with fiscal year ends
beginning December 31, 2012.

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B. Delayed Implementation
For all SLHCs that were not excluded
from reporting, the Board proposed a

phased-in approach to allow the SLHCs
to develop reporting systems over a
period of time and to reduce the risk of
data quality concerns. The phased-in
approach would take two years to
implement and would begin no sooner
than the March 31, 2012, reporting
period, when savings associations are
required to file the Call Report.
Reporting requirements for BHCs would
not be affected by this proposal.
During 2012, SLHCs that are not
excluded above would be required to
submit the FR Y–9 series of reports and
one of two year-end annual reports (FR
Y–6 or FR Y–7). During 2013, these
SLHCs would be required to submit all
BHC regulatory reports that are
applicable to the SLHC, depending on
the size, complexity, and nature of the
holding company. All SLHCs submitting
reports to the Board would also
continue to submit the Form H–(b)11
until further notice.
Several commenters suggested
delaying the implementation date for
SLHCs to begin reporting the Federal
Reserve regulatory reports. Some
commenters stated that there was not
sufficient time or resources to develop
the systems necessary to prepare the
required reports. The length of delay
varied from one year to three years, or
until the Board finalizes consolidated
regulatory capital requirements and
intermediate holding company rules for
SLHCs. A number of commenters
advocated that former OTS reports (i.e.,
Form H–(b)11 and Schedule HC of the
TFR) should only be required to be
submitted until the consolidated capital
and intermediate holding company
rules for SLHCs are finalized.
In the NOI that was published in
February 2011,10 the Board stated its
intention to require SLHCs to submit the
same reports as BHCs beginning with
the March 31, 2012, reporting period,
for SLHCs that meet the quarterly
reporting threshold. The structures and
activities of the vast majority of SLHCs
are similar to BHCs, such that the
reporting requirements of these SLHCs
should not impose significant additional
burden, particularly in view of the twoyear phase-in period. The Board
recognizes the complexity of the FR Y–
9C, which should be submitted by
SLHCs with consolidated assets of $500
million or more.11 However, the
10 See

76 FR 70146.
commenter expressed concern about
providing average balances in terms of either an
average of daily end-of-day balances or an average
of the close of business balance on each Wednesday
during the reporting quarter on Schedule HC–K of
the FR Y–9C, would require extremely costly
system changes. The Board plans to issue a
proposal to revise the reporting instruction to
11 One

8 See

12 U.S.C. 1467a(c)(2).
proposed Quarterly Savings and Loan
Holding Company Report (FR 2320) report replaces
the OTS TFR Schedule HC. See 76 FR 70146. Both
the FR 2320 and the H–(b)11 reports are retained
in their entirety and will be required to be
submitted by exempt SLHCs until further notice.
9 The

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majority of SLHCs have consolidated
assets of less than $500 million. SLHCs
in this category would submit the FR Y–
9SP, which is an abbreviated report that
is filed only semiannually. SLHC
reporting for the FR Y–9SP will not
begin until the June 30, 2012, reporting
period, which will provide additional
time for the majority of SLHCs to
prepare their systems for reporting.
Additionally, the Board will accept
reasonably estimated data for the first
reporting cycle and will work with the
institutions to accomplish successful
reporting.
The Board believes it is prudent to
start the migration of reporting by
SLHCs on the proposed timeframe, in
order to provide the Board with data to
assist in analyzing the overall financial
condition of most SLHCs to ensure safe
and sound operations. Therefore, the
Board does not plan to extend the
implementation date of the March 31,
2012, reporting period or change the
two-year phase-in approach. In
addition, the Federal Reserve Banks
have been providing training and
guidance to SLHCs to assist with the
completion and submission of the
Federal Reserve’s regulatory reports.
Some commenters suggested that the
Board introduce a modified phase-in
approach for SLHCs that meet either
exemption but subsequently receive a
determination from the Board that they
should comply with the full reporting
requirements. These commenters
suggested that such a phase-in should
not begin any earlier than 2013. Some
respondents stated that if the
exemptions were only temporary, then
the Board should adopt a suitable
transition period, such as three years, to
give institutions sufficient time to build
financial reporting systems to comply
with the Board’s requirements without
creating undue additional burdens.
The Board will develop a transition
period for each institution within this
category based on the facts and
circumstances. Additionally, if the
Board decides at a later date to require
additional reporting for SLHCs that are
currently exempt, the Board will
publish a proposal in the Federal
Register with a proposed transition
date.
C. Exemption From FR Y–6 and BHC
Capital Reporting
Several commenters mentioned
concerns about submitting the FR Y–6
which requires institutions with
consolidated assets of $500 million or
more to have financial statements
accommodate average balance reporting on
Schedule HC–K of the FR Y–9C.

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audited and prepared in accordance
with GAAP. Some commented that the
FR Y–6 is appropriate for certain
categories of SLHC, but not those that
are exempt, given their diverse business
activities. In addition, it was suggested
that the threshold for reporting of
ownership in voting securities of a
nonbank company be raised in excess of
10 percent, instead of the current 5
percent requirement of the FR Y–6.
Commenters also expressed concern
about the burden associated with
requiring SLHCs to submit the Report of
Changes in Organizational Structure (FR
Y–10) (OMB No. 7100–0297), which
was not included in the proposal. The
Board believes that useful information is
reported in the FR Y–6, including the
submission of an organization chart, the
listing of securities holdings, and
information on insiders. This
information is used for supervisory
planning and to monitor compliance
with U.S. laws and regulations.
Therefore, the Board will collect the FR
Y–6 from all SLHCs.
The Board is aware that the current
FR Y–6 reporting instructions are based
on BHC statutory requirements.
Accordingly, the Board will modify the
FR Y–6 and FR Y–7 reporting
instructions to include the specific
statutory and regulatory requirements
for SLHCs. The Board 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.
In addition, several commenters
expressed concern about SLHCs and
Insurance SLHCs submitting reports
based on existing BHC capital rules and
standards. As stated in the initial
Federal Register notice, the proposal
will not require SLHCs to report
regulatory capital information until the
Board established consolidated capital
requirements for SLHCs.
Section 171 of the Dodd-Frank Act
requires the Board to establish
minimum leverage and risk-based
capital requirements for all SLHCs on a
consolidated basis regardless of the size
of the SLHCs. Section 171 also requires
that the minimum leverage and riskbased capital requirements shall not be
less than the requirements in effect for
insured depository institutions. As
stated in a notice published in the
Federal Register on April 22, 2011,12
the Board will issue proposed capital
rules for SLHCs at a later date. Until
those regulatory capital requirements
12 76

FR 22662 (April 22, 2011).

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are finalized, SLHCs would not be
required to complete regulatory capital
schedules that are included in any
report that a SLHC is required to submit
to the Board. Consequently, if a SLHC
is required to file the quarterly FR Y–
9C report, it would not be required to
complete Schedule HC–R, Regulatory
Capital, at this time.
D. Fiscal Year Reporting
Several commenters suggested that
the Board should allow for fiscal year
reporting rather than requiring calendar
year reporting. These commenters
argued that requiring calendar year
reporting would add significant
complexity and require significant
resources to maintain dual reporting
systems.
The Board recognizes that some
SLHCs use fiscal year reporting rather
than calendar year reporting. However,
the Board has a longstanding policy of
requiring calendar year reporting on
most of the standardized financial
regulatory reports in order to provide an
appropriate basis for comparability and
consistency in peer analysis. In
addition, the FFIEC 031 and 041 that
will be submitted to a savings
association’s primary Federal banking
regulator require calendar year
reporting. The Board will require SLHCs
that are generally exempted from
initially transitioning to the Federal
Reserve reporting forms to file the
proposed Quarterly Savings and Loan
Holding Company Report (FR 2320;
OMB No. 7100–to be assigned), the H–
(b)11 report, the FR Y–6, or the FR Y–
7 all of which allow fiscal year
reporting. Therefore, the Board will
retain calendar year reporting where
required on existing reports.
Final approval under OMB delegated
authority without extension of the
following reports. As discussed in more
detail above, the Board has approved
expanding these reporting panels to
include SLHCs in the same manner as
BHCs with certain exceptions and
modifications.
1. Report title: The Annual Report of
Bank Holding Companies and the
Annual Report of Foreign Banking
Organizations.
Agency form number: FR Y–6 and FR
Y–7.
OMB control number: 7100–0297.
Frequency: Annual.
Reporters: FR Y–6: Top-tier domestic
BHCs and SLHCs; FR Y–7: Foreign
Banking Organizations (‘‘FBOs’’).
Estimated annual reporting hours: FR
Y–6: 28,796; FR Y–7: 713.
Estimated average hours per response:
FR Y–6: 5.25 hours; FR Y–7: 3.75.

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Number of respondents: FR Y–6:
5,485; FR Y–7: 190.
General description of report: These
information collections are mandatory
under the Federal Reserve Act, the Bank
Holding Company Act (BHC Act), the
Home Owners’ Loan Act (HOLA), and
the International Banking Act (12 U.S.C.
248(a)(1), 602, 611a, 1467a(b)(2),
1844(c)(1)(A), 3106(a), and 3108(a)), and
Regulations K, Y, and LL (12 CFR
211.13(c), 225.5(b), and 238.4(b)).
Individual respondent data are not
considered confidential. However,
respondents may request confidential
treatment for any information that they
believe is subject to an exemption from
disclosure under the Freedom of
Information Act (FOIA), 5 U.S.C. 552(b).
Abstract: The FR Y–6 is an annual
information collection submitted by toptier BHCs and SLHCs, as well as nonqualifying FBOs. It collects financial
data, an organization chart, verification
of domestic branch data, and
information about shareholders. The
Board uses the data to monitor holding
company operations and determine
holding company compliance with the
provisions of the BHC Act, HOLA,
Regulation Y, and Regulation LL (12
CFR 225, 238). The FR Y–7 is an annual
information collection submitted by
qualifying FBOs to update their
financial and organizational information
with the Board. The Board uses
information to assess an FBO’s ability to
be a continuing source of strength to its
U.S. operations and to determine
compliance with U.S. laws and
regulations.
2. Report title: Financial Statements
for Bank Holding Companies.
Agency form number: FR Y–9C, FR Y–
9LP, FR Y–9SP, FR Y–9ES, and FR Y–
9CS.
OMB control number: 7100–0128.
Frequency: Quarterly, semiannually,
and annually.
Reporters: BHCs and SLHCs.
Estimated annual reporting hours: FR
Y–9C: 210,399; FR Y–9LP: 31,689; FR
Y–9SP: 47,790; FR Y–9ES: 49; FR Y–
9CS: 472.
Estimated average hours per response:
FR Y–9C: 45.00; FR Y–9LP: 5.25; FR Y–
9SP: 5.40; FR Y–9ES: 0.50; FR Y–9CS:
0.50.
Number of respondents: FR Y–9C:
1,165; FR Y–9LP: 1,509; FR Y–9SP:
4,425; FR Y–9ES: 98; FR Y–9CS: 236.
General description of report: This
information collection is mandatory (12
U.S.C. 1467a(b)(2), 1844(c)(1)(A)).
Confidential treatment is not routinely
given to the data in these reports.
However, confidential treatment for the
reporting information, in whole or in
part, can be requested in accordance

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with the instructions to the form,
pursuant to sections (b)(4), (b)(6), and
(b)(8) of FOIA (5 U.S.C. 522(b)(4), (b)(6),
and (b)(8)).
Abstract: The FR Y–9C and the FR Y–
9LP are standardized financial
statements for the consolidated BHC or
SLHC and its parent. The FR Y–9 family
of reports historically has been, and
continues to be, the primary source of
financial information on BHCs and
SLHCs between on-site inspections.
Financial information from these reports
is used to detect emerging financial
problems, to review performance and
conduct pre-inspection analysis, to
monitor and evaluate capital adequacy,
to evaluate BHC or SLHC mergers and
acquisitions, and to analyze a BHC’s or
SLHC’s overall financial condition to
ensure safe and sound operations.
The FR Y–9C consists of standardized
financial statements similar to the
Federal Financial Institutions
Examination Council (FFIEC)
Consolidated Reports of Condition and
Income (Call Reports) (FFIEC 031 & 041;
OMB No. 7100–0036) filed by
commercial banks. The FR Y–9C
collects consolidated data from BHCs
and SLHCs. The FR Y–9C is filed by
top-tier BHCs or SLHCs with total
consolidated assets of $500 million or
more. (Under certain circumstances
defined in the General Instructions,
BHCs or SLHCs under $500 million may
be required to file the FR Y–9C.)
The FR Y–9LP includes standardized
financial statements filed quarterly on a
parent company only basis from each
BHC or SLHC that files the FR Y–9C. In
addition, for tiered BHCs or SLHCs, a
separate FR Y–9LP must be filed for
each lower tier BHC or SLHC.
The FR Y–9SP is a parent company
only financial statement filed by smaller
BHCs or SLHCs. Respondents include
BHCs or SLHCs with total consolidated
assets of less than $500 million. This
form is a simplified or abbreviated
version of the more extensive parent
company only financial statement for
large BHCs or SLHCs (FR Y–9LP). This
report is designed to obtain basic
balance sheet and income information
for the parent company, information on
intangible assets, and information on
intercompany transactions.
The FR Y–9ES collects financial
information from Employee Stock
Ownership Plans that are also BHCs or
SLHCs on their benefit plan activities. It
consists of four schedules: Statement of
Changes in Net Assets Available for
Benefits, Statement of Net Assets
Available for Benefits, Memoranda, and
Notes to the Financial Statements. The
FR Y–9CS is a supplemental report that
may be utilized to collect additional

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information deemed to be critical and
needed in an expedited manner from
BHCs and SLHCs. The information is
used to assess and monitor emerging
issues related to BHCs and SLHCs. It is
intended to supplement the FR Y–9
reports, which are used to monitor
BHCs and SLHC between on-site
inspections. The data items of
information included on the
supplement may change as needed.
3. Financial Statements for Nonbank
Subsidiaries of U.S. Bank Holding
Companies.
Agency form number: FR Y–11 and
FR Y–11S.
OMB control number: 7100–0244.
Frequency: Quarterly and annually.
Reporters: BHCs and SLHCs.
Estimated annual reporting hours: FR
Y–11 (quarterly): 18,088; FR Y–11
(annual): 3,658; FR Y–11S: 1,033.
Estimated average hours per response:
FR Y–11 (quarterly): 6.8; FR Y–11
(annual): 6.8; FR Y–11S: 1.0.
Number of respondents: FR Y–11
(quarterly): 665; FR Y–11 (annual): 538;
FR Y–11S: 1,033.
General description of report: This
information collection is mandatory (12
U.S.C. 1467a(b)(2); 1844(c)(1)(A)).
Confidential treatment is not routinely
given to the data in these reports.
However, confidential treatment for the
reporting information, in whole or in
part, can be requested in accordance
with the instructions to the form,
pursuant to sections (b)(4), (b)(6) and
(b)(8) of FOIA (5 U.S.C. 522(b)(4), (b)(6)
and (b)(8)).
Abstract: The FR Y–11 reports collect
financial information for individual
non-functionally regulated U.S.
nonbank subsidiaries of domestic BHCs
or SLHCs. BHCs and SLHCs file the FR
Y–11 on a quarterly or annual basis
according to filing criteria. The FR Y–
11 data are used with other BHC and
SLHC data to assess the condition of
BHCs and SLHCs that are heavily
engaged in nonbanking activities and to
monitor the volume, nature, and
condition of their nonbanking
operations.
The FR Y–11S is an abbreviated
reporting form that collects four data
items: net income, total assets, equity
capital, and total off-balance-sheet data
items. The FR Y–11S is filed annually,
as of December 31, by top-tier BHCs and
SLHCs for each individual nonbank
subsidiary (that does not meet the
criteria for filing the detailed report)
with total assets of at least $50 million,
but less than $250 million, or with total
assets greater than 1 percent of the total
consolidated assets of the top-tier
organization.

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4. Report title: Financial Statements of
Foreign Subsidiaries of U.S. Banking
Organizations.
Agency form number: FR 2314 and FR
2314S.
OMB control number: 7100–0073.
Frequency: Quarterly and annually.
Reporters: Foreign subsidiaries of U.S.
state member banks, BHCs, SLHCs, and
Edge or agreement corporations.
Estimated annual reporting hours: FR
2314 (quarterly): 19,483; FR 2314
(annual): 4,415; FR 2314S: 1,047.
Estimated average hours per response:
FR 2314 (quarterly): 6.6; FR 2314
(annual): 6.6; FR 2314S: 1.0.
Number of respondents: FR 2314
(quarterly): 738; FR 2314 (annual): 669;
FR 2314S: 1,047.
General description of report: This
information collection is mandatory (12
U.S.C. 324, 602, 625, 1467a(b)(2), and
1844(c)). Confidential treatment is not
routinely given to the data in these
reports. However, confidential treatment
for the reporting information, in whole
or in part, can be requested in
accordance with the instructions to the
form, pursuant to sections (b)(4), (b)(6)
and (b)(8) of FOIA (5 U.S.C. 522(b)(4),
(b)(6) and (b)(8)).
Abstract: The FR 2314 reports collect
financial information for nonfunctionally regulated direct or indirect
foreign subsidiaries of U.S. state
member banks (SMBs), Edge and
agreement corporations, SLHCs, and
BHCs. Parent organizations (SMBs, Edge
and agreement corporations, SLHCs, or
BHCs) file the FR 2314 on a quarterly or
annual basis according to filing criteria.
The FR 2314 data are used to identify
current and potential problems at the
foreign subsidiaries of U.S. parent
companies, to monitor the activities of
U.S. banking organizations in specific
countries, and to develop a better
understanding of activities within the
industry, in general, and of individual
institutions, in particular.
The FR 2314S is an abbreviated
reporting form that collects four data
items: net income, total assets, equity
capital, and total off-balance-sheet data
items. The FR 2314S is filed annually,
as of December 31, for each individual
subsidiary (that does not meet the
criteria for filing the detailed report)
with assets of at least $50 million but
less than $250 million, or with total
assets greater than 1 percent of the total
consolidated assets of the top-tier
organization.
5. Report title: Bank Holding
Company Report of Insured Depository
Institutions’ Section 23A Transactions
with Affiliates.
Agency form number: FR Y–8.
OMB control number: 7100–0126.

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Frequency: Quarterly.
Reporters: Top-tier BHCs and SLHCs,
including financial holding companies
(‘‘FHCs’’), for all insured depository
institutions that are owned by the BHC
or SLHC and by FBOs that directly own
a U.S. subsidiary bank.
Estimated annual reporting hours:
56,001 hours.
Estimated average hours per response:
Institutions with covered transactions,
7.8 hours; Institutions without covered
transactions, 1.0 hour.
Number of respondents: Institutions
with covered transactions, 1,134;
Institutions without covered
transactions, 5,155.
General description of report: This
information collection is mandatory (12
U.S.C. 1467a(b)(2), 1844(c)(1)(A) and is
given confidential treatment (5 U.S.C.
552(b)(4)).
Abstract: This reporting form collects
information on transactions between an
insured depository institution and its
affiliates that are subject to section 23A
of the Federal Reserve Act. The primary
purpose of the data is to enhance the
Board’s ability to monitor bank
exposures to affiliates and to ensure
banks’ compliance with section 23A of
the Federal Reserve Act. Section 23A of
the Federal Reserve Act is one of the
most important statutes on limiting
exposures to individual institutions and
protecting against the expansion of the
federal safety net.
6. Report title: Consolidated Bank
Holding Company Report of Equity
Investments in Nonfinancial
Companies, and the Annual Report of
Merchant Banking Investments Held for
an Extended Period.
Agency form number: FR Y–12 and
FR Y–12A, respectively.
OMB control number: 7100–0300.
Frequency: FR Y–12, quarterly and
semiannually; and FR Y–12A, annually.
Reporters: BHCs, SLHCs, and FHCs.
Estimated annual reporting hours: FR
Y–12, 1,980 hours; and FR Y–12A, 126
hours.
Estimated average hours per response:
FR Y–12, 16.5 hours; and FR Y–12A, 7.0
hours.
Number of respondents: FR Y–12, 35;
and FR Y–12A, 18.
General description of report: This
collection of information is mandatory
pursuant to Section 5(c) of the BHC Act
(12 U.S.C. 1844(c)(1)(A)) and Section
10(b) of HOLA (12 U.S.C. 1467a(b)(2)).
The FR Y–12 data are not considered
confidential. However, BHCs and
SLHCs may request confidential
treatment for any information that they
believe is subject to an exemption from
disclosure under FOIA, 5 U.S.C. 552(b).
The FR Y–12A data are considered

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confidential on the basis that disclosure
of specific commercial or financial data
relating to investments held for
extended periods of time could result in
substantial harm to the competitive
position of the financial holding
company pursuant to the FOIA (5 U.S.C.
552(b)(4) and (b)(8)).
Abstract: The FR Y–12 collects
information from certain domestic BHCs
and SLHCs on their equity investments
in nonfinancial companies.
Respondents report the FR Y–12 either
quarterly or semi-annually based on
reporting threshold criteria. The FR Y–
12A is filed annually by institutions that
hold merchant banking investments that
are approaching the end of the holding
period permissible under Regulation Y.
7. Report title: The Capital and Asset
Report of Foreign Banking
Organizations, and the Financial
Statements of U.S. Nonbank
Subsidiaries Held by Foreign Banking
Organizations.
Agency form number: FR Y–7Q, FR
Y–7N and FR Y–7NS, respectively.
OMB control number: 7100–0125.
Frequency: Quarterly and annually.
Reporters: FBOs.
Estimated annual reporting hours: FR
Y–7Q (quarterly): 315; FR Y–7Q
(annual): 118; FR Y–7N (quarterly):
5,331; FR Y–7N (annual): 1,455; FR Y–
7NS: 299.
Estimated average hours per response:
FR Y–7Q (quarterly): 1.25; FR Y–7Q
(annual): 1.0; FR Y–7N (quarterly): 6.8;
FR Y–7N (annual): 6.8; FR Y–7NS: 1.0.
Number of respondents: FR Y–7Q
(quarterly): 63; FR Y–7Q (annual): 118;
FR Y–7N (annual): 196; FR Y–7N
(annual): 214; FR Y–7NS: 299.
General description of report: The FR
Y–7Q and FR Y–7N information
collections are mandatory (12 U.S.C.
1467a(b)(2), 1844(c)(1)(A), 3106(c), and
3108). Confidential treatment is not
routinely given to the data in these
reports. However, confidential treatment
for information, in whole or in part, on
any of the reporting forms can be
requested in accordance with the
instructions to the form, pursuant to
sections (b)(4) and (b)(6) of the Freedom
of Information Act (5 U.S.C. 522(b)(4)
and (b)(6)).
Abstract: The FR Y–7Q collects
consolidated regulatory capital
information from all FBOs either
quarterly or annually. FBOs that have
effectively elected to become FHCs file
the FR Y–7Q quarterly. All other FBOs
(those that have not elected to become
FHCs) file the FR Y–7Q annually. The
FR Y–7N collects financial information
for non-functionally regulated U.S.
nonbank subsidiaries held by FBOs
other than through a U.S. BHC, U.S.

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SLHC, U.S. FHC, or U.S. bank. FBOs file
the FR Y–7N on a quarterly or annual
basis. The FR Y–7NS collects financial
information for non-functionally
regulated U.S. nonbank subsidiaries
held by FBOs other than through a U.S.
BHC, U.S. SLHC, U.S. FHC, or U.S.
bank. The FR Y–7NS is filed annually,
as of December 31, by top-tier FBOs for
each individual nonbank subsidiary
(that does not meet the filing criteria for
filing the detailed report) with total
assets of at least $50 million, but less
than $250 million.
Board of Governors of the Federal Reserve
System.
Dated: December 23, 2011.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 2011–33432 Filed 12–28–11; 8:45 am]
BILLING CODE 6210–01–P

FEDERAL RESERVE SYSTEM
Change in Bank Control Notices;
Acquisitions of Shares of a Bank or
Bank Holding Company
The notificants listed below have
applied under the Change in Bank
Control Act (12 U.S.C. 1817(j)) and
§ 225.41 of the Board’s Regulation Y (12
CFR 225.41) to acquire shares of a bank
or bank holding company. The factors
that are considered in acting on the
notices are set forth in paragraph 7 of
the Act (12 U.S.C. 1817(j)(7)).
The notices are available for
immediate inspection at the Federal
Reserve Bank indicated. The notices
also will be available for inspection at
the offices of the Board of Governors.
Interested persons may express their
views in writing to the Reserve Bank
indicated for that notice or to the offices
of the Board of Governors. Comments
must be received not later than January
12, 2012
A. Federal Reserve Bank of New York
(Ivan Hurwitz, Vice President) 33
Liberty Street, New York, New York
10045–0001:
1. Anil Bansal, Wayne, New Jersey, to
acquire additional voting shares of IA
Bancorp, Inc., and thereby indirectly
acquire additional voting shares of
Indus American Bank, both of Iselin,
New Jersey.
B. Federal Reserve Bank of Richmond
(Adam M. Drimer, Assistant Vice
President) 701 East Byrd Street,
Richmond, Virginia 23261–4528:
1. Gregory Allen Turnage,
individually and as part of a group
acting in concert including Leonard
Turnage Marital Trust B and the
Leonard Turnage Funded Irrevocable
Trust (trustees, Teresa Turnage Finch

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