60 Day Federal Register Notice

Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules

ADAMS
Accession No./
FEDERAL REGISTER Citation

Document

PRM–50–124, Ralph O. Meyer, Petition for Rulemaking, dated August 1, 2022 ...........................................................................
PRM–50–124, ‘‘Licensing Safety Analysis for Loss-of-Coolant Accidents,’’ notice of docketing and request for comments,
dated November 23, 2022.
PRM–50–124, ‘‘Licensing Safety Analysis for Loss-of-Coolant Accidents,’’ extension of comment period, dated February 2,
2023.
Nuclear Energy Institute, Request for Extension of the Comment Period for PRM–50–124, dated January 23, 2023 .................
Comment (001) from Ralph Meyer on PRM–50–124, dated October 12, 2022 ..............................................................................
Comment (002) from Ralph Meyer on PRM–50–124, dated January 12, 2023 ..............................................................................
Comment (003) from Zachary Harper of Westinghouse on PRM–50–124, dated February 2, 2023 .............................................
Comment (004) from Gayle Elliott on behalf of Framatome Inc., dated February 23, 2023 ...........................................................
Comment (005) from Mike Powell on behalf of Pressurized Water Reactors Owners Group on PRM–50–124, dated March 1,
2023.
Comment (006) from Frances Pimentel on Behalf of Nuclear Energy Institute on PRM–50–124, dated March 3, 2023 ..............
Comment (007) from Ralph Meyer on PRM–50–124, dated March 14, 2023 ................................................................................
Comment (008) from Ralph Meyer on PRM–50–124, dated July 26, 2023 ....................................................................................
Comment (009) from Ralph Meyer on PRM–50–124, dated September 11, 2023 .........................................................................
Comment (010) from Ralph Meyer and Wolfgang Wiesenack on PRM–50–124—Licensing Safety Analysis for Loss-of-Coolant
Accidents, dated January 18, 2024.
Comment (011) from Ralph Meyer on PRM–50–124—Licensing Safety Analysis for Loss-of-Coolant Accidents .........................
Comment (012) Ralph Meyer on PRM–50–124—Licensing Safety Analysis for Loss-of-Coolant Accidents .................................
SECY–21–0109, ‘‘Rulemaking Plan on Use of Increased Enrichment of Conventional and Accident Tolerant Fuel Designs for
Light-Water Reactors,’’ dated December 20, 2021.
SRM–SECY–21–0109, ‘‘Staff Requirements—SECY–21–0109—Rulemaking Plan on Use of Increased Enrichment of Conventional and Accident Tolerant Fuels Designs for Light-Water Reactors,’’ dated March 16, 2022.
SECY–16–0033, ‘‘Draft Final Rule—Performance-Based Emergency Core Cooling System Requirements and Related Fuel
Cladding Acceptance Criteria (RIN 3150–AH42),’’ dated March 16, 2016.
SRM–SECY–16–0033, ‘‘Staff Requirements—SECY–16–0033—Draft Final Rule—Performance-Based Emergency Core Cooling System Requirements and Related Fuel Cladding Acceptance Criteria (RIN 3150–AH42).
SECY–15–0148, ‘‘Evaluation of Fuel Fragmentation, Relocation and Dispersal Under Loss-Of-Coolant Accident (LOCA) Conditions Relative to the Draft Final Rule on Emergency Core Cooling System Performance During a LOCA (50.46c),’’ dated
November 30, 2015.
NRC Research Information Letter 2021–13, ‘‘Interpretation of Research on Fuel Fragmentation, Relocation, and Dispersal at
High Burnup,’’ dated December 2021.
NRC Memorandum from Paul M. Clifford to William H. Ruland, ‘‘ECCS Performance Safety Assessment and Audit Report,’’
dated February 10, 2012.
G. Hache and H.M. Chung, ‘‘The History of LOCA Embrittlement Criteria,’’ NUREG/CP–0172, May 2001, pp. 205–237 ............

VI. Conclusion

ACTION:

For the reasons cited in this
document, the NRC is denying PRM–
50–124. The petition did not present
any significant new information or
arguments that would warrant the
requested amendment.

[FR Doc. 2025–14215 Filed 7–25–25; 8:45 am]
BILLING CODE 7590–01–P

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FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Parts 303, 314, 335, 340, 347,
363, and 380
RIN 3064–AG15

Adjusting and Indexing Certain
Regulatory Thresholds
Federal Deposit Insurance
Corporation.

AGENCY:

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Notice of proposed rulemaking.

The Federal Deposit
Insurance Corporation (FDIC) is inviting
comment on a proposed rule that would
amend certain regulatory thresholds in
the FDIC’s regulations to reflect
inflation. Specifically, the proposal
would generally update such thresholds
to reflect inflation from the date of
initial implementation or the most
recent adjustment, and provide for
future adjustments pursuant to an
indexing methodology. The changes set
forth in this proposal would provide a
more durable regulatory framework by
helping to preserve, in real terms, the
level of certain thresholds set forth in
the FDIC’s regulations, thereby avoiding
the undesirable and unintended
outcome where the scope of
applicability for a regulatory
requirement changes due solely to
inflation rather than actual changes in
an institution’s size, risk profile or level
of complexity.

SUMMARY:

Dated: July 24, 2025.
For the Nuclear Regulatory Commission.
Carrie Safford,
Secretary of the Commission.

Comments must be received on
or before September 26, 2025.

DATES:

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You may submit comments,
identified by RIN 3064–AG15, by any of
the following methods:
• FDIC Website: https://
www.fdic.gov/federal-registerpublications. Follow instructions for
submitting comments on the agency
website.
• Email: Comments@fdic.gov. Include
RIN 3064–AG15 in the subject line of
the message.
• Mail: Jennifer M. Jones, Deputy
Executive Secretary, Attention:
Comments—RIN 3064–AG15, Federal
Deposit Insurance Corporation, 550 17th
Street NW, Washington, DC 20429.
• Hand Delivery to FDIC: Comments
may be hand-delivered to the guard
station at the rear of the 550 17th Street
NW building (located on F Street) on
business days between 7 a.m. and 5 p.m.
• Public Inspection: Comments
received, including any personal
information provided, may be posted
without change to https://www.fdic.gov/
federal-register-publications.
Commenters should submit only
information that the commenter wishes
to make available publicly. The FDIC

ADDRESSES:

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules

may review, redact, or refrain from
posting all or any portion of any
comment that it may deem to be
inappropriate for publication, such as
irrelevant or obscene material. The FDIC
may post only a single representative
example of identical or substantially
identical comments, and in such cases
will generally identify the number of
identical or substantially identical
comments represented by the posted
example. All comments that have been
redacted, as well as those that have not
been posted, that contain comments on
the merits of the proposed rule will be
retained in the public comment file and
will be considered as required under all
applicable laws. All comments may be
accessible under the Freedom of
Information Act.
FOR FURTHER INFORMATION CONTACT:
Andrew Carayiannis, Chief, Policy &
Risk Analytics Section; Bryan Jonasson,
Deputy Chief Accountant; Keith
Bergstresser, Senior Policy Analyst; Jim
Yu, Senior Policy and Disclosure
Analyst; Rachel Romm-Nisson, Risk
Analytics Specialist, Capital Markets
and Accounting Policy Branch, Division
of Risk Management Supervision;
Christopher Blickley, Counsel, Legal
Division; Ryan Tetrick, Deputy Director,
Division of Complex Institution
Supervision and Resolution; Alex
Greenberg, Assistant Director, Brock
Walker, Assistant Director, Division of
Resolutions and Receiverships;
capitalmarkets@fdic.gov, (202) 898–
6888; Federal Deposit Insurance
Corporation, 3701 Fairfax Drive,
Arlington, VA 22203.
SUPPLEMENTARY INFORMATION:

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Table of Contents
I. Introduction
A. Background
B. Considerations for Updating and
Indexing Thresholds
C. Overview of the Proposal and Policy
Objectives
II. Initial Updates
A. 12 CFR Part 303 (Part 303)—Filing
Procedures
B. 12 CFR Part 335 (Part 335)—Securities
of State Nonmember Banks and Savings
Associations
C. 12 CFR Part 340 (Part 340)—Restrictions
on Sale of Assets of a Failed Institution
by the Federal Deposit Insurance
Corporation
D. 12 CFR Part 347 (Part 347)—
International Banking
E. 12 CFR Part 363 (Part 363)—Annual
Independent Audits and Reporting
Requirements
F. 12 CFR Part 380 (Part 380)—Orderly
Liquidation Authority
G. Additional Thresholds
III. Indexing Methodology for Future
Threshold Adjustments
A. Description of Methodology

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B. Alternatives to the Proposed Indexing
Methodology
1. Alternative Measures of Inflation
2. Adjustment Frequency Within the
Indexing Methodology
3. Milestone Approach
4. Degree of Automation in Indexing
IV. Economic Analysis
A. Expected Effects
B. Estimates of the Number of Directly
Affected Entities
1. Part 303
2. Part 335
3. Part 340
4. Part 347
5. Part 363
6. Part 380
C. Costs and Benefits of the Proposal
1. Part 303
2. Part 335
3. Part 340
4. Part 347
5. Part 363
6. Part 380
V. Administrative Matters
A. Paperwork Reduction Act
B. Regulatory Flexibility Act Analysis
C. Plain Language
D. Riegle Community Development and
Regulatory Improvement Act of 1994
E. Executive Orders 12866 and 13563
F. Providing Accountability Through
Transparency Act of 2023

I. Introduction
A. Background
Thresholds are used to determine the
scope of applicability for certain
regulations promulgated by the FDIC.
The most common threshold is the
amount of total on-balance sheet assets
of an institution (measured in dollars),
which has long served as a proxy for an
institution’s size.1 In some cases, assetbased size thresholds are combined with
other thresholds to serve as proxies for
an institution’s risk profile or level of
complexity, such as the amount of
nonbank assets or cross-jurisdictional
activities.2 Combining thresholds in this
manner helps to support a regulatory
framework that is tailored to the risks
presented by an individual institution
or categories of institutions.3
While most thresholds set a general
level of applicability for a regulation, in
some instances, thresholds are applied
within a regulation to establish
exclusions, provide for optionality, or to
tailor individual requirements within a
1 See e.g., 12 CFR 337.12(b) (classifying
institutions with less than $10 million in assets as
small for examination cycle purpose); 12 CFR
327.8(e) (classifying institutions with assets of $10
billion or more as large for assessment purposes).
2 See e.g., 12 CFR 329.3.
3 For example, for large financial institutions with
total assets of $100 billion or more, capital and
liquidity requirements increase in stringency based
on measures of size, cross-jurisdictional activity,
weighted short-term wholesale funding, nonbank
assets, and off-balance sheet exposure. See 84 FR
59230 (Nov. 1, 2019).

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broad-based regulation to the varying
sizes and risk profiles of all in-scope
institutions. For example, as discussed
further below, thresholds of $2,500 and
$1,000 are used to define certain
offenses that are exempt from the
application requirements of section 19
of the Federal Deposit Insurance Act
(FDI Act), as implemented by 12 CFR
part 303.4
Under the FDIC’s regulations, most
thresholds are static, with no
mechanism for periodic adjustments
over time. To adjust a static threshold,
the FDIC must, in general, provide
notice and seek comment on such
adjustment before it can be
implemented as final.5 However, certain
thresholds within the FDIC regulations
are required by statute and therefore
cannot be adjusted without legislative
changes.6
The FDIC has occasionally revised
discretionary regulatory thresholds or
established a mechanism within a
regulation to allow for adjustments on a
periodic basis. For example, 12 CFR part
345, which implements the Community
Reinvestment Act,7 defines small and
intermediate-small banks by reference to
asset-size criteria expressed in dollar
amounts, which are adjusted annually
based on the year-to-year change in
inflation through a Federal Register
notice.8 As an additional example, the
FDIC adjusted 12 CFR part 348,
Management Official Interlocks (Part
348), in 2019 to increase asset-based
thresholds that had been established in
1996.9 Part 348 further provides that the
4 Specifically, under 12 CFR 303.227, the
requirements of Section 19 do not apply to covered
offenses where an individual could have been
sentenced to a term of confinement in a correctional
facility of three years or less and/or a fine of $2,500
or less, and that meet the additional criteria set
forth in that section. In addition, the requirements
of section 19 do not apply to ‘‘small dollar, simple
theft,’’ which includes, among other requirements,
the simple theft of goods, services, or currency (or
other monetary instrument) if the value of the
currency, goods, or services involved has a value of
$1,000 or less.
5 5 U.S.C. 553(b); see also 5 U.S.C. 553(B)
(providing exception where agency for good cause
finds notice and comment is ‘‘impracticable,
unnecessary, or contrary to public interest’’).
6 See e.g., 12 U.S.C. 1819(a) (Seventh and Tenth).
7 12 U.S.C. 2901 et seq.
8 Specifically, this adjustment corresponds to the
average of the Consumer Price Index for Urban
Wage Earners and Clerical Workers (CPI–W), not
seasonally adjusted, for each 12-month period
ending in November, with rounding to the nearest
million. See Community Reinvestment Act
Regulations Asset-Size Thresholds, 89 FR 106480,
106481 (Dec. 30, 2024).
9 Specifically, this threshold was adjusted to
correspond to the year-to-year change in the average
of the CPI–W, not seasonally adjusted, with
rounding to the nearest $100 million. See 84 FR
54465, 54468 (Oct. 10, 2019).

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FDIC will adjust such asset thresholds,
as necessary, based on inflation.10

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B. Considerations for Updating and
Indexing Thresholds
As discussed above, the use of
applicability thresholds allows the FDIC
to differentiate and tailor regulatory
requirements based on an institution’s
size, risk profile, and level of
complexity. However, static dollarbased thresholds without periodic
adjustments to reflect inflation do not
preserve threshold levels in real terms,
leading to unintended policy
consequences. For example, smaller and
mid-size institutions can become subject
to requirements originally intended for
relatively larger institutions, thereby
increasing burden for reasons unrelated
to changes in their inflation-adjusted
size or risk profile.
Adjusting regulatory thresholds to
reflect inflation would help ensure that
they preserve their intended application
in real terms over time and remain
generally aligned with their intended
policy objectives. However, if not
properly structured, inflation-based
adjustments also can lead to unintended
and undesirable outcomes. For example,
adjusting regulatory thresholds too
frequently and in the absence of
meaningful inflation can result in
inefficiencies, as institutions may incur
cost to frequently realign their balance
sheet management practices to reflect
adjusted thresholds. By contrast,
adjustments that are infrequent and do
not sufficiently keep pace with inflation
result in thresholds that are continually
decreasing in real terms in the time
period between adjustments. Infrequent
adjustments also result in larger, less
gradual adjustments that can impair the
certainty and predictability of a
regulatory framework and create
challenges for regulatory compliance
and balance sheet management
practices.
Properly structured, appropriately
sequenced and predictable inflationbased threshold adjustments promote
consistent application of regulatory
requirements over time and contribute
to a more durable regulatory framework.
In addition, such adjustments can
enhance transparency and certainty by
providing institutions with a predetermined schedule for future
regulatory changes and therefore allow
for more enhanced balance sheet
management practices.
10 Part 348 further indicates the FDIC will
announce the revised thresholds by publishing a
final rule without notice and comment in the
Federal Register. 12 CFR 348.3(c).

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C. Overview of the Proposal and Policy
Objectives
The FDIC is proposing to update
certain regulatory thresholds and
provide automatic adjustments to those
thresholds over time using an indexing
methodology. Under the proposal, the
FDIC would initially update such
thresholds to reflect historical
inflation 11 (measured as the percentage
change in the non-seasonally adjusted
Consumer Price Index for Urban Wage
Earners and Clerical Workers (CPI–
W)),12 generally based off the date of
initial implementation or the most
recent quantitative adjustment.
Additionally, the FDIC is proposing an
indexing methodology for subsequent,
periodic threshold adjustments that
would be implemented automatically
every two consecutive calendar years, or
during any intervening calendar year
when the cumulative change in CPI–W
since the last adjustment increases by
more than 8 percent.13
The adjustments provided for in this
proposal are intended to help preserve,
in real terms, certain threshold levels in
the FDIC’s regulations, thereby avoiding
the undesirable and unintended
outcome where an institution becomes
subject to additional or more stringent
regulatory requirements due solely to
inflation rather than actual changes in
the institution’s size, risk profile or level
of complexity.
The proposal is the first of a multiphase effort to reevaluate thresholds
within the FDIC’s regulations. The
thresholds selected for this initial phase
are thresholds that (1) appear within
regulations issued only by the FDIC, (2)
are not set by statute, and (3) are
relatively straightforward to adjust. For
example, the proposal would initially
update and provide for subsequent
periodic adjustments pursuant to an
indexing methodology for a number of
dollar-based thresholds in 12 CFR part
363 related to audit, internal control,
audit committee composition, and
reporting requirements. The FDIC
11 Certain thresholds under the proposal would be
updated initially to reflect other considerations. For
example, as discussed in section II.E of this
Supplementary Information, the proposal would
initially update thresholds in 12 CFR part 363 to
help ensure sound financial management of the
institutions posing the greatest potential risk to the
Deposit Insurance Fund. See infra, n. 45.
12 The U.S. Bureau of Labor Statistics publishes
the CPI–W on a monthly basis. The CPI–W is used
to annually adjust benefits paid to Social Security
beneficiaries and Supplemental Security Income
recipients. See, U.S. Social Security
Administration, CPI for Urban Wage Earners and
Clerical Workers, available at www.ssa.gov/oact/
STATS/cpiw.html.
13 Any references to inflation in this proposal
refer to inflation as measured under the CPI–W,
unless specifically noted otherwise.

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expects to solicit comment on one or
more subsequent proposals to update
and adjust additional thresholds, and, as
appropriate, will seek to coordinate
with other Federal agencies.
Additionally, the FDIC, together with
the Federal Financial Institutions
Examination Council, Office of the
Comptroller of the Currency, and Board
of Governors of the Federal Reserve
System, commenced a review under the
Economic Growth and Regulatory
Paperwork Reduction Act of 1996
(EGRPRA) in 2024 to solicit feedback
from the public on potentially outdated
or otherwise unnecessary regulatory
requirements.14 The FDIC expects to
review and consider any comments
received pursuant to this EGRPRA
review that relate to the thresholds
considered within this proposal as part
of any final rulemaking.
As discussed in the sections that
follow, the proposal would initially
update and thereafter periodically
adjust certain thresholds in the
following FDIC regulations:
• 12 CFR Part 303—Filing Procedures
• 12 CFR Part 335—Securities of
Nonmember Banks and State Savings
Associations
• 12 CFR Part 340—Restrictions on Sale
of Assets of a Failed Institution by the
Federal Deposit Insurance
Corporation
• 12 CFR Part 347—International
Banking
• 12 CFR Part 363—Annual
Independent Audits and Reporting
Requirements
• 12 CFR Part 380—Orderly Liquidation
Authority
II. Initial Updates
Except as otherwise provided,15 the
proposal would provide for an initial
increase in the thresholds described
below to reflect historical inflation and
index these thresholds to account for
14 The EGRPRA requires that regulations
prescribed by the Federal Financial Institutions
Examination Council, Office of the Comptroller of
the Currency, Federal Deposit Insurance
Corporation, and Board of Governors of the Federal
Reserve System be reviewed by the agencies not
less frequently than once every 10 years. The
purpose of the EGRPRA review is to identify
outdated or unnecessary regulations and consider
how to reduce regulatory burden on insured
depository institutions while, at the same time,
ensuring their safety and soundness and the safety
and soundness of the financial system.
15 As discussed in section II.E of this
SUPPLEMENTARY INFORMATION, the initial updates to
thresholds in part 363 would support a key
underlying objective of the regulation, while
maintaining consistency with the historical scope of
applicability and reducing burden for smaller
institutions. In addition, one threshold under part
363 that is intended to align to listing standards of
the national securities exchanges would not be
subject to the proposed indexing methodology.

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future inflation. Initial updates would
become effective, consistent with
applicable law, at the beginning of the
first calendar quarter following adoption
of the final rule.
A. 12 CFR Part 303 (Part 303)—Filing
Procedures
Section 19 of the FDI Act (section 19)
prohibits, without the prior written
consent of the FDIC, a person convicted
of any criminal offense involving
dishonesty, breach of trust, or money
laundering, or who has entered into a
pretrial diversion or similar program in
connection with a prosecution for such
an offense (collectively, covered
offenses), from becoming or continuing
to serve as an institution-affiliated
party.16
Subpart L of part 303 of the FDIC’s
regulations implements section 19 and
includes separate $2,500 and $1,000 de
minimis thresholds for certain offenses
that are excluded from the scope of
section 19 and for which no section 19
application is required.17 Specifically,
under 12 CFR 303.227, the requirements
of section 19 do not apply to covered
offenses where the individual could
have been sentenced to a term of
confinement in a correctional facility of
three years or less and/or a fine of
$2,500 or less, and that meet the
additional criteria set forth in that
section. In addition, the requirements of
section 19 do not apply to ‘‘small dollar,
simple theft,’’ which includes, among
other requirements, the simple theft of
goods, services, or currency (or other
monetary instrument) if the value of the
currency, goods, or services involved
has a value of $1,000 or less.18
For purposes of implementing section
19, an ongoing, significant objective of
the FDIC has been to establish criteria
for the de minimis exception framework
such that it applies to offenses that are
16 12

U.S.C. 1829.
that 12 CFR 303.227 contains 3 different
dollar thresholds setting forth different de minimis
exceptions. The $2,000 or less threshold for bad
checks set forth in 12 CFR 303.227(b)(2)(ii) is set by
statute (see 12 U.S.C. 1829(c)(3)(C)) and is therefore
not within the FDIC’s discretion to adjust and not
included in this proposal.
18 Additional criteria that must be met include (1)
the theft was not committed against an insured
depository institution (IDI) or insured credit union;
(2) the individual has no more than one other
offense that is considered exempt under this
section; and (3) if there are two offenses—each of
which, by itself, is considered exempt under this
section—each conviction or program entry was
entered at least three years prior to the date an
application would otherwise be required, or at least
18 months prior to the date an application would
otherwise be required if the actions that resulted in
the conviction or program entry all occurred when
the individual was 21 years of age or younger.
Simple theft excludes burglary, forgery, robbery,
identity theft, and fraud. See 12 CFR 303.227(b)(3).

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relatively minor in nature and help to
ensure that prior conduct of the covered
party would pose low risk to an insured
institution. Over time, the FDIC has
expanded the scope of the de minimis
framework based on historical analysis
that showed the FDIC routinely
approved section 19 applications
involving minor offenses.19 Every
expansion of the de minimis framework
ultimately provided additional relief to
potential applicants without
undermining the purpose of section 19
or causing undue risk to an institution
or the Deposit Insurance Fund.20
The non-seasonally adjusted CPI–W
has increased by approximately 38
percent since the $2,500 de minimis
threshold was set in 2012; the proposal
would increase this threshold to $3,500.
Similarly, the non-seasonally adjusted
CPI–W has increased by approximately
23 percent since the $1,000 de minimis
threshold was set in 2020; the proposal
would increase this threshold to $1,225.
These proposed updates would help
preserve, in real terms, the level of such
thresholds while providing meaningful
relief from barriers to employment
opportunities, consistent with the
purpose of section 19 and prior
amendments to the de minimis
exception framework.
Question 1: What are the advantages
and disadvantages of increasing the de
minimis offense thresholds for purposes
of section 19? Would the proposal
appropriately support objectives of the
de minimis exceptions framework in a
manner consistent with safety and
soundness?
B. 12 CFR Part 335 (Part 335)—
Securities of State Nonmember Banks
and Savings Associations
Part 335 of the FDIC’s regulations
provides securities recordkeeping and
requirements for State nonmember
banks and State savings associations,
and generally applies only to such
institutions with one or more classes of
securities required to be registered
under section 12 of the Securities
Exchange Act of 1934 (Exchange Act), as
19 For example, in 2018, the FDIC broadened the
application of the de minimis exception to filing an
application due to the minor nature of the offenses
and the low risk that the covered party would pose
to an insured institution based on the conviction or
program entry. By modifying these provisions, the
FDIC stated it believed that there would be a
reduction in the submission of applications where
approval has been granted by virtue of the de
minimis offenses exceptions to filing in the policy
statement. See 83 FR 38143 (Aug. 3, 2018).
20 For example, changes to the de minimis
exception in the final rule published in 2020 would
have reduced past applications by approximately 20
percent. See Fact Sheet: FDIC Issues Rule on
Section 19 of the Federal Deposit Insurance Act
(July 2020).

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amended.21 Part 335 is substantially
similar to Securities and Exchange
Commission (SEC) regulations that
implement the securities registration,
disclosure, proxies and proxy
solicitation, information statements,
tender offer, election of directors, and
beneficial ownership and reporting
requirements of the Exchange Act.
The SEC and FDIC regulations both
contain disclosure requirements for
loans to insiders. The SEC regulations
require disclosure of certain insider
indebtedness in excess of $120,000,
which have preferential terms, were not
made in the ordinary course of business,
or which involve more than the normal
risk of collectability or involve other
unfavorable features.22 By contrast, part
335 requires disclosure of extensions of
credit to insiders in excess of 10 percent
of the capital account of an institution
or $5 million, whichever is less.23 The
FDIC set the $5 million threshold in
1979, stating that the prior threshold of
$10 million was too high to allow for
meaningful disclosure.24 The FDIC
revisited this amount in 1997 and
determined at the time that the overall
benefit to the banking industry resulting
from continuation of the FDIC’s
historical disclosure requirements under
part 335, including the $5 million
threshold, was in the public interest and
appropriate for protection of investors.25
If indexed to inflation since the
FDIC’s most recent consideration of the
indebtedness of management disclosure
provisions in 1997, the $5 million
threshold would be $9.9 million. The
proposal would update the dollar
threshold in 12 CFR 335.801(d) to $10
million to reflect inflation since that
time. The proposed revision would help
to preserve, in real terms, the level of
this threshold.26
Question 2: What are the advantages
and disadvantages of raising the
threshold for the management
indebtedness disclosure provisions
under part 335 to $10 million?
Question 3: Are there any unintended
consequences that the FDIC should
consider in increasing the threshold for
disclosure of extensions of credit to
insiders?
21 12

CFR part 335.
CFR 229.404.
23 12 CFR 335.801(d).
24 See 44 FR 33077, 33079 (Jun. 8, 1979).
25 See 62 FR 6852, 6855 (Feb. 14, 1997).
26 For example, growth in the dollar amount of
capital as a result of inflation would impact the
permitted amount extensions of credit under 12
CFR 337.3(b) if an FDIC-supervised institution
provides an extension of credit less than 5 percent
of its unimpaired capital and unimpaired surplus.
22 17

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
C. 12 CFR Part 340 (Part 340)—
Restrictions on Sale of Assets of a Failed
Institution by the FDIC
Part 340 of the FDIC’s regulations
addresses restrictions on the FDIC’s sale
of failed IDI assets to individuals or
entities that improperly profited from or
engaged in wrongdoing at the expense
of a failed IDI or that seriously
mismanaged a failed IDI.27 Among other
restrictions, part 340 prohibits a person
from acquiring any assets of a failed IDI
if the person or its associated person has
caused a substantial loss to that failed
institution 28 or has demonstrated a
pattern or practice causing a substantial
loss to one or more failed
institution(s).29 Part 340 defines
‘‘substantial loss’’ to include multiple
types of loss that all use a threshold of
$50,000 for purposes of determining
whether the losses are ‘‘substantial.’’ 30
The FDIC added part 340 to the
FDIC’s regulations in 2000.31
Subsequent updates 32 to part 340 have
not substantively modified the
‘‘substantial loss’’ definition or the
$50,000 threshold.33 The substantial
loss provisions and the $50,000
threshold are also included in the
FDIC’s Purchaser Eligibility
Certification form, which is required
under part 340 for all prospective
purchasers of failed IDI assets.34
The FDIC is proposing to revise the
‘‘substantial loss’’ threshold in part 340
by raising the existing threshold from
$50,000 to $100,000. If indexed to
inflation since the FDIC established the
‘‘substantial loss’’ threshold in 2000, the
$50,000 threshold would be $92,666.
This proposed updated threshold of
$100,000 approximates inflation
adjustments.
Updating the threshold for
‘‘substantial loss’’ would preserve, in
real terms, the level of the threshold,
while allowing more prospective
purchasers to make offers to buy failed
27 See

12 CFR 340.1(b).
CFR 340.4(a)(1).
29 See 12 CFR 340.4(c).
30 See 12 CFR 340.2(h).
31 See 65 FR 14816, 14819 (Mar. 20, 2000).
32 As discussed in more detail below, part 340,
including the ‘‘substantial loss’’ provisions and the
$50,000 threshold, was the model for and is
intended to match the substantially similar
provisions applicable to FDIC covered financial
company asset sales under 12 CFR 380.13. See 80
FR 22886 (Apr. 24, 2015) (explaining that, because
of the substantially similar language in the statutes
authorizing the respective rules, part 340 served as
a model for the development of the rules at 12 CFR
380.13.). See also, id., at 80 FR 22887 (describing
the updates to part 340 made to ensure consistency
between part 340 and 12 CFR 380.13).
33 See generally, id.
34 The Purchaser Eligibility Certification form,
available at https://www.fdic.gov/asset-sales/
purchaser-eligibility-certification-pec.pdf.

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IDI assets. The FDIC does not expect
this proposed adjustment to adversely
affect competition or the prices paid for
failed IDI assets.
More generally, the FDIC has
experienced challenges with
implementation of part 340 and is
considering future amendments to the
regulation, but, in the interim, is
proposing to revise the threshold for
‘‘substantial loss’’ as part of this
rulemaking.
Question 4: What are the advantages
and disadvantages of increasing the
$50,000 substantial loss threshold that
is used to determine whether
individuals or entities are eligible to
purchase assets of a failed institution?
Does the proposal appropriately balance
the potential benefit of increasing
competition for failed institution assets
with any public interest concerns that
may be associated with increasing this
threshold?
D. 12 CFR Part 347 (Part 347)—
International Banking
Part 347 of the FDIC’s regulations
governs international banking. Subpart
A to part 347, which implements
section 18(d) and 18(l) of the FDI Act,
sets forth the requirements for insured
State nonmember bank investments in
foreign organizations, permissible
foreign financial activities, loans or
extensions of credit to or for the account
of foreign organizations, and the FDIC’s
recordkeeping, supervision, and
approval requirements. Subpart A also
addresses permissible activities for
foreign branches of insured State
nonmember banks.
The FDIC issued a final rule in 1998
amending its international banking
regulations and consolidating them into
part 347.35 Under subpart A of part 347,
a State nonmember bank may hold an
equity interest in one or more foreign
organizations that underwrite, deal, or
distribute equity securities outside of
the United States, subject to certain
limitations. Two of those limitations
include dollar-based thresholds. First,
12 CFR 347.111(a) provides that the
aggregate underwriting commitments by
the foreign organizations for the
securities of a single entity, taken
together with underwriting
commitments by any affiliate of the
State nonmember bank under the
authority of 12 CFR 211.10(b), may not
exceed the lesser of $60 million or 25
percent of the State nonmember bank’s
Tier 1 capital. Second, 12 CFR
347.111(b) provides that the equity
securities of any single entity held for
distribution or dealing by the foreign

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35453

organizations, taken together with
equity securities held for distribution or
dealing by any affiliate of the insured
State nonmember bank under the
authority of 12 CFR 211.10, must not
exceed the lesser of $30 million or 5
percent of the insured State nonmember
bank’s Tier 1 capital, subject to certain
other requirements.
The dollar-based thresholds under
subpart A of part 347 were established
in 1998 and have not since been
updated. At the time, the FDIC stated
that it intended to maintain parity
between the restrictions governing the
international activities of State
nonmember banks regulated by the
FDIC and member banks subject to the
Federal Reserve Board’s (FRB)
Regulation K. In 2001, the FRB issued
a final rule to adjust certain limitations
on activities of bank holding companies,
State member banks, Edge corporations,
and agreement corporations (FRBsupervised institutions). For example,
the final rule expanded underwriting
limits for well-capitalized, wellmanaged FRB-supervised institutions by
tying the limit for underwriting shares
to a single organization to a percentage
of the institution’s Tier 1 capital, and
eliminating the limitation based on a
dollar amount.36 FRB-supervised
institutions that are not well-capitalized
and well-managed remained subject to
the $60 million underwriting
commitment threshold for shares of
individual organizations.37 The final
rule also revised the dealing limit on
shares in which an FRB-supervised
institution can hold in its trading or
dealing accounts for a single issuer from
the lesser of $40 million or 10 percent
of Tier 1 capital, increased from $30
million. The FRB justified this increase
by noting that 10 years had passed since
the $30 million limit was first
established.38
Following the FRB’s revisions to
Regulation K, the FDIC issued a rule on
April 6, 2005,39 transferring these limits
to its current location at 12 CFR
347.111; the dollar-based thresholds
remained unchanged. Since these limits
were established in 1998, the CPI–W has
increased by approximately 95 percent.
If indexed to inflation, the limits on
aggregate underwriting commitments
and on the equity securities of any
entity held for distribution or dealing
would be $118 million and $59 million,
respectively.
36 66 FR 54346, 54354 (Oct. 26, 2001); see 12 CFR
211.10(a)(14).
37 66 FR 54346, 54354 (Oct. 26, 2001); see 12 CFR
211.10(a)(15).
38 Id.
39 70 FR 17550 (Apr. 5, 2005).

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules

To preserve the level of these
thresholds in real terms, the FDIC is
proposing to revise the dollar limits in
subpart A of part 347 on aggregate
underwriting commitments and on
equity securities held for distribution or
dealing to $120 million and $60 million,
respectively. The proposed increases in
these limits approximate inflation
adjustments since 1998. The limits on
aggregate underwriting commitments
and the dollar limit on equity securities
held for distribution and dealing, as
percentages of Tier 1 capital, would
remain unchanged. The proposal would
not align these thresholds with those
used in parallel regulations of the FRB.
Question 5: What are the advantages
and disadvantages of updating the
dollar limits in subpart A of 12 CFR part
347 on aggregate underwriting
commitments and on equity securities
held for distribution or dealing to $120
million and $60 million, respectively?
Question 6: Should the FDIC consider
eliminating the limit based on a dollar
amount for underwriting shares to a
single organization for institutions that
are well-capitalized and well-managed
and only include a limit for a percentage
of an institution’s Tier 1 capital,
consistent with FRB Regulation K? What
would be the advantages and
disadvantages of such an approach?
Question 7: What are the potential
unintended consequences, if any, of
establishing a higher limit on equity
securities held for dealing or
distribution under part 347 relative to
the limit that applies under Regulation
K?

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E. 12 CFR Part 363 (Part 363)—Annual
Independent Audits and Reporting
Requirements
Section 112 of the Federal Deposit
Insurance Corporation Improvement Act
of 1991 (FDICIA) added section 36,
‘‘Early Identification of Needed
Improvements in Financial
Management,’’ to the FDI Act.40 Section
36 generally subjects IDIs above a
certain asset size threshold to annual
independent audits, assessments of the
effectiveness of internal control over
financial reporting (ICFR), and
compliance with designated laws and
regulations, as well as related reporting
requirements. Section 36 also includes
requirements for audit committees of
these IDIs. Section 36 grants the FDIC
discretion to set the asset size threshold
for compliance with these requirements,
40 12

U.S.C. 1831m.

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but it also provides that the threshold
shall not be less than $150 million.41
Part 363 of the FDIC’s regulations
implements section 36 and requires any
IDI with total consolidated assets of
$500 million or more at the beginning
of its fiscal year to submit to the FDIC
and other appropriate Federal and State
supervisory agencies an annual report
(part 363 Annual Report) comprised of
audited financial statements, the
independent public accountant’s report
thereon, and a management report
containing a statement of management’s
responsibilities and an assessment by
management of compliance with
applicable laws and regulations.42 The
management report component of the
part 363 Annual Report for an
institution with $1 billion or more in
total assets must also include an
assessment by management of the
effectiveness of ICFR and an
independent public accountant’s
attestation report on ICFR.43 The FDIC
has not adjusted the $500 million
mandatory compliance threshold for
part 363 since its initial
implementation; however, the $1 billion
threshold was increased from $500
million in 2005.44
When the FDIC initially implemented
part 363, use of a $500 million threshold
captured approximately 1,000 IDIs (out
of 14,000) holding 75 percent of U.S.
banking assets, while exempting
approximately two-thirds of institutions
that would have been subject to section
36 under a $150 million threshold.45 In
addition, at the time of initial
implementation, more than 96 percent
of these covered institutions reported
that they were subject to an annual
audit by an independent public
accountant at the depository institution
or parent company level. The initial
scope of application for part 363 was
intended to help ensure sound financial
management of the institutions posing
the greatest potential risk to the Deposit
Insurance Fund.46
The 2005 amendment to the ICFR
threshold in part 363 reflected a
recognition that compliance with the
audit and reporting requirements had
become more burdensome and costly,
particularly for smaller nonpublic
institutions.47 In addition, due to
consolidation in the banking and thrift
industry and the effects of inflation, the
41 Consistent with the statute, the FDIC is
consulting with the other Federal banking agencies
in adjusting these thresholds.
42 See 12 CFR 363.2.
43 See 12 CFR 363.2(b)(3) and 363.3(b).
44 70 FR 71226, 71227 (Nov. 28, 2005).
45 58 FR 31332, 31333 (June 2, 1993).
46 Id.
47 Supra n. 44.

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scope of applicability for part 363 had
increased to cover more than 1,150 (out
of 8,900) insured institutions,
representing approximately 90 percent
of industry assets.48 Following the 2005
amendment, about 600 of the largest
insured institutions with approximately
86 percent of industry assets continued
to be covered by the ICFR requirements
of part 363. This change was intended
to achieve meaningful burden reduction
in a manner consistent with safety and
soundness.49 Subsequent amendments
to part 363 in 2009 50 and 2020 51 did
not result in permanent changes to the
regulatory asset thresholds.
48 Id.
49 Id.
50 74 FR 35726 (July 20, 2009). The most
significant amendments to part 363 in 2009
included: (1) extending the time period for a nonpublic institution to file its Part 363 Annual Report
by 30 days and replace the 30-day extension of the
filing deadline that may be granted if an institution
(public or non-public) is confronted with
extraordinary circumstances beyond its reasonable
control with a late filing notification requirement
that would have general applicability; (2) providing
relief from the annual reporting requirements for
institutions that are merged out of existence before
the filing deadline; (3) providing relief from
reporting on internal control over financial
reporting for businesses acquired during the fiscal
year; (4) requiring management’s assessment of
compliance with the laws and regulations
pertaining to insider loans and dividend restrictions
to State management’s conclusion regarding
compliance and disclose any noncompliance with
such laws and regulations; (5) requiring an
institution’s management and the independent
public accountant to identify the internal control
framework used to evaluate internal control over
financial reporting and disclose all identified
material weaknesses that have not been remediated
prior to the institution’s most recent fiscal year-end;
(6) clarifying the independence standards with
which independent public accountants must
comply and enhance the enforceability of
compliance with these standards; (7) specifying that
the duties of the audit committee include the
appointment, compensation, and oversight of the
independent public accountant, including ensuring
that audit engagement letters do not contain unsafe
and unsound limitation of liability provisions; (8)
requiring certain communications by independent
public accountants to audit committees; (9)
establishing retention requirements for audit
working papers; (10) requiring boards of directors
to adopt written criteria for evaluating an audit
committee member’s independence and provide
expanded guidance for boards of directors to use in
determining independence; (11) providing that
ownership of 10 percent or more of any class of
voting securities of an institution is not an
automatic bar for considering an outside director to
be independent of management; (12) requiring the
total assets of a holding company’s insured
depository institution subsidiaries to comprise 75
percent or more of the holding company’s
consolidated total assets in order for an institution
to be eligible to comply with part 363 at the holding
company level; and (13) providing illustrative
management reports to assist institutions in
complying with the annual reporting requirements.
51 85 FR 67427 (Oct. 23, 2020). In 2020, the FDIC
adopted an interim final rule allowing IDIs to use
total consolidated assets as of December 31, 2019,
for purposes of the asset thresholds in part 363 for
fiscal years ending in 2021.

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
Most of the dollar-based thresholds in
part 363 have been in place for more
than 30 years. The proposal would raise
the general applicability thresholds
from $500 million to $1 billion, the
ICFR asset threshold from $1 billion to
$5 billion, and thresholds related to
audit committee composition generally
from $500 million to $1 billion, and
from $1 billion and $3 billion to $5
billion.52 Use of these thresholds would
help support a key underlying objective
of part 363—that is, achieving sound
financial management at insured
institutions posing the greatest risk to
the Deposit Insurance Fund 53—and
maintain consistency with the historical
scope of applicability according to
several metrics. The $1 billion and $5
billion thresholds would cover
institutions holding approximately 95
and 89 percent of industry assets,
respectively. In addition, the proposed
increase in the applicability threshold
from $500 million to $1 billion would
result in approximately the same
number of institutions being subject to
part 363 (approximately 1,000
institutions) in 2025 as were subject to
the regulation in 1993 (at its inception)
and in 2005 (when the threshold for the
ICFR requirements was amended), while
removing nearly 800 institutions from
the general scope of applicability for
part 363. Similarly, the proposed
increase in the ICFR threshold from $1
billion to $5 billion would be generally
consistent with the historical
application of such requirements (to
approximately 75 percent of
institutions) at the time of initial
implementation and under the 2005
amendment.
The thresholds set forth in the
proposal also would achieve meaningful

burden reduction for the smallest
institutions, which would be removed
from the scope of applicability for
reporting requirements and internal
control assessments. Furthermore,
experience has demonstrated that
smaller community institutions,
particularly those in rural areas, have
had difficulty complying with the audit
committee composition requirements.
Specifically, these institutions
frequently report that it is increasingly
difficult to attract and retain individuals
who are willing and capable of serving
as a member of an audit committee,
thereby making compliance with the
audit committee composition
requirements of part 363 challenging.
Irrespective of the proposed changes
to part 363 thresholds, IDIs may still be
required to have an audit and assess
internal controls over financial
reporting by their respective states if the
institution is state chartered.54
Additionally, insured depository
institutions that are public companies or
subsidiaries of public companies that
file annual and other periodic reports as
required by the Sarbanes-Oxley Act of
2002 are required to have an audit and
assess internal controls over financial
reporting.55 As of March 31, 2025,
approximately 52 percent of institutions
not subject to part 363 still obtained an
audit.56
The FDIC is also proposing to increase
the $100,000 compensation threshold
under part 363 57 related to the
determination of whether a director is
considered ‘‘independent of
management.’’ Paragraph 28 in
appendix A to part 363, ‘‘Independent
of Management’’ Considerations, sets
forth the criteria a board of directors
should consider when determining the
independence of an outside director for

audit committee purposes. The
independence criteria under part 363,
including the $100,000 compensation
threshold, are intended to be consistent
with those provided under the listing
standards of national securities
exchanges while providing some
flexibility for smaller nonpublic
institutions.
The FDIC implemented the $100,000
threshold under part 363 in 2009. Since
that time, the parallel threshold under
the listing standards of national
securities exchanges has been raised to
$120,000.58 Accordingly, the proposal
would increase the $100,000
compensation threshold under part 363
to $120,00 to realign it with the parallel
threshold set forth in listing standards.
This revision also would address the
potential unintended outcome where a
director could be considered
‘‘independent of management’’ for
purposes of listing standards while at
the same time being considered ‘‘not
independent of management’’ for
purposes of part 363.
In contrast to the other thresholds in
part 363 that are subject to this
proposal, the $120,000 compensation
threshold would not be subject to the
proposed indexing methodology
described in section III of this
Supplementary Information as it is
intended to align with parallel
thresholds under listing standards,
which are not subject to an indexing
methodology. The FDIC expects to
adjust this threshold in the future to
maintain continued alignment with
parallel thresholds in the listing
standards of the national securities
exchanges.
The table below details the proposed
changes to part 363 thresholds.

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PART 363 THRESHOLDS PROPOSED TO BE REVISED
Citation

Current threshold

363.1(a) ................................................................................................................
363.2(b)(3) ............................................................................................................
363.3(b) ................................................................................................................
363.4(a)(2) ............................................................................................................
363.4(c)(3) ............................................................................................................
363.5(a)(1) ............................................................................................................
363.5(a)(2) ............................................................................................................

$500 million ..........................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$500 million ..........................................

52 In total, the FDIC is proposing increases to 24
regulatory asset thresholds in part 363. Several of
these asset thresholds are similar and are repeated
throughout part 363 pertaining to the general
requirements of part 363, as well as to the holding
company requirements of part 363 (for insured
depository institutions that are subsidiaries of
holding companies), and audit committee
composition requirements.
53 Supra n. 45 at 58 FR 31333.
54 See e.g., AL Code 5–2A–22 (2024); CA Fin Code
502 (2024); Conn. Gen. Stat 36a–86; and Ga. Comp.
R. & Regs. R. 80–1–14–.01.

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55 Sarbanes-Oxley Act of 2002, Public Law 107–
204, 116 Stat. 745 (2002), and its implementing
regulations, 15 U.S.C. 7262.
56 Call Report data, March 31, 2025. The level of
audit work performed on an institution is reported
in the March Call Report each year and can be
found on line M.1 in the Memorandum to Schedule
RC.
57 The threshold describes situations where the
director has received, or has an immediate family
member who has received, during any twelvemonth period within the last three years, more than
$100,000 in direct and indirect compensation from

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Proposal threshold
$1
$5
$5
$5
$5
$5
$1

billion.
billion.
billion.
billion.
billion.
billion.
billion.

the institution, its subsidiaries, and its affiliates for
consulting, advisory, or other services other than
director and committee fees and pension or other
forms of deferred compensation for prior service
(provided such compensation is not contingent in
any way on continued service).
58 Nasdaq Stock Market Rules, Rule 5605(a)(2);
New York Stock Exchange Listed Company Manual,
section 303A.02(b)(ii).

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
PART 363 THRESHOLDS PROPOSED TO BE REVISED—Continued
Citation

Current threshold

363.5(a)(2) ............................................................................................................
363.5(b) ................................................................................................................
Guideline 8A .........................................................................................................
Guideline 8A .........................................................................................................
Guideline 10 .........................................................................................................
Guideline 18A .......................................................................................................
Guideline 27 .........................................................................................................
Guideline 27 .........................................................................................................
Guideline 27 .........................................................................................................
Guideline 28(b)(4) ................................................................................................
Guideline 30(b) .....................................................................................................
Guideline 30(c) .....................................................................................................
Guideline 30(c) .....................................................................................................
Guideline 35(a) .....................................................................................................
Guideline 35(b) .....................................................................................................
Guideline 35(c) .....................................................................................................
Appendix B item 2(b) ...........................................................................................

$1 billion ...............................................
$3 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$1 billion ...............................................
$500 million ..........................................
$1 billion ...............................................
$100 thousand .....................................
$1 billion ...............................................
$500 million ..........................................
$1 billion ...............................................
$500 million ..........................................
$1 billion ...............................................
$3 billion ...............................................
$1 billion ...............................................

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Question 8: What are the advantages
and disadvantages of increasing the
thresholds within part 363, as described
above?
Question 9: Does the proposal
appropriately balance the objectives
preserving the levels of part 363
thresholds on an inflation-adjusted basis
and reducing burden for smaller
institutions with the safety and
soundness benefits of audit and
financial controls requirements? If not,
how could the proposal improve the
balance of these objectives?
Question 10: Would the proposed
thresholds under part 363 help to
address challenges for smaller
institutions in rural areas or other
geographies? Please describe any
elevated challenges associated with
current provisions of part 363 and
whether the proposal would help to
address them. Please provide supporting
data where available.
Question 11: To what extent do the
requirements of part 363 help ensure
that institutions establish and maintain
appropriate lines of defense for
compliance and safety and soundness
purposes? How burdensome are the
requirements for small institutions?
F. 12 CFR Part 380 (Part 380)—Orderly
Liquidation Authority
Part 380 of the FDIC’s regulations
implements the FDIC’s orderly
liquidation authority,60 which applies
once the FDIC has been appointed
receiver for a covered financial
59 As

discussed above, the proposal also would
raise the threshold set forth in Guideline 28(b)(4)
from $100,000 to $120,000. This threshold was
intended to align with the listing standards of
national securities exchanges for purposes of
making director independence determinations.
60 See Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (‘‘Dodd-Frank
Act’’) section 201, et. seq., 12 U.S.C. 5381, et. seq.

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company.61 Similar to the provisions
regarding the sale and purchase of failed
IDI asset sales under part 340, 12 CFR
380.13 of the FDIC’s regulations sets
forth restrictions on the FDIC’s sale of
failed covered financial company assets
to individuals or entities that
improperly profited from or engaged in
wrongdoing at the expense of a covered
financial company or seriously
mismanaged a covered financial
company.62 The restrictions under 12
CFR 380.13 apply to the sale and
purchase of covered financial company
assets in the FDIC’s capacity as receiver
for a covered financial company or in its
corporate capacity.63
Among other restrictions, 12 CFR
380.13 prohibits a person from
acquiring assets of a covered financial
company from the FDIC if the person or
its associated person has caused a
substantial loss to a covered financial
company 64 or has demonstrated a
pattern or practice causing a substantial
loss to one or more covered financial
companies.65 As in part 340, 12 CFR
380.13 defines ‘‘substantial loss’’ to
include multiple types of loss that all
use a threshold of $50,000 to establish
the losses as ‘‘substantial.’’ 66
The FDIC added 12 CFR 380.13 to the
FDIC’s regulations in 2014.67 From
61 See Dodd-Frank Act section 202(a), 12 U.S.C.
5382(a) (describing the process for the Secretary of
the Treasury to appoint the FDIC as receiver for a
covered financial company and commence orderly
liquidation of the covered financial company); see
also 12 CFR 380.1.
62 See 12 CFR 380.13(a)(1).
63 See 12 CFR 380.13(a)(2)(i).
64 12 CFR 380.13(c)(1)(i). Section 380.13 defines
material participation in a transaction that caused
substantial loss to a covered financial company in
12 CFR 380.13(c)(2).
65 See 12 CFR 380.13(c)(3).
66 See 12 CFR 380.13(b)(6).
67 See 79 FR 20762, 20766–20767 (Apr. 14, 2014).

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Proposal threshold
$5 billion.
$5 billion.
$5 billion.
$5 billion.
$5 billion.
$5 billion.
$5 billion.
$1 billion.
$5 billion.
$120 thousand.59
$5 billion.
$1 billion.
$5 billion.
$1 billion.
$5 billion.
$5 billion.
$5 billion.

inception, the FDIC has explicitly
implemented the requirements in 12
CFR 380.13, including the ‘‘substantial
loss’’ provisions and threshold, in a
manner consistent with the restrictions
related to failed IDIs asset sales under
part 340.68 Previous revisions to part
340 were also specifically intended to
align the requirements in part 340 and
12 CFR 380.13.69
The FDIC is proposing to revise the
‘‘substantial loss’’ threshold in 12 CFR
380.13 by raising the existing threshold
from $50,000 to $100,000. This
proposed revised threshold
approximates inflation adjustments
since the FDIC created the ‘‘substantial
loss’’ threshold under part 340 in 2000,
which was included in 12 CFR 380.13
in 2014, and will maintain consistency
between the ‘‘substantial loss’’
provisions in part 340 and 12 CFR
380.13.
In addition to maintaining
consistency between these related
requirements, as with part 340, updating
the threshold for ‘‘substantial loss’’ will
preserve, in real terms, the level of the
threshold. The FDIC also does not
expect this proposed adjustment to
adversely affect competition for sales of
covered financial company assets or the
prices paid for those assets.
Question 12: What are the advantages
and disadvantages of the FDIC updating
the $50,000 ‘‘substantial loss’’ threshold
under 12 CFR 380.13 to $100,000?
68 See id. at 79 FR 20762 (explaining that the 12
CFR 380.13 final rule is modeled after the FDIC’s
regulation at 12 CFR part 340 because the relevant
statutory provisions share substantially similar
statutory language.).
69 See ‘‘Restrictions on Sale of Assets of a
Financial Institution by the Federal Deposit
Insurance Corporations,’’ 80 FR 22886 (Apr. 24,
2015) at 80 FR 22286, 80 FR 22887 and 12 CFR
380.13.

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G. Additional Thresholds
As discussed above, the proposal is
intended to be the first of a multi-phase
effort to reevaluate thresholds within
the FDIC’s regulations. The FDIC also
seeks comment on which additional
regulatory thresholds, if any, the FDIC
should update and index. Please
identify any such thresholds and
explain which, if any, should be
prioritized and why.
III. Indexing Methodology for Future
Threshold Adjustments
The FDIC is proposing to implement
an indexing methodology to make future
automatic adjustments to most
thresholds discussed above according to
a pre-determined methodology that
reflects inflation. Use of the indexing
methodology would result in a more
consistent and predictable application
of thresholds over time, in further
support of the objectives of this
proposal.

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A. Description of Methodology
Under the proposal, the FDIC would
generally adjust the dollar thresholds
described in section II of this document
at the end of every consecutive two-year
period based on the cumulative percent
change of the non-seasonally adjusted
CPI–W since the effective date of any
final rulemaking. This two-year period
is intended to provide an appropriate
cadence for capturing meaningful
changes in inflation on a timely basis
while balancing the frequency in which
thresholds would be amended.
If, however, the cumulative
percentage change in the non-seasonally
adjusted CPI–W during any intervening
calendar year since the most recent
adjustment exceeds 8 percent, then the
thresholds subject to the indexing
methodology would be adjusted during
the first quarter of the following
calendar year. This feature of the
indexing methodology is intended to
address the possibility that periods of
significant inflation could cause
thresholds to decrease substantially in
real terms before adjustments would
occur under the two-year cadence. By
providing for the thresholds to be
revised on an interim basis during any
year since the prior adjustment in which
the cumulative percent change increases
by more than 8 percent, the proposal
would help ensure threshold amounts
reflect inflation in a timely manner and
avoid the undesirable and unintended
consequences of excessive inflation
between adjustments.
Under the proposal, the FDIC
generally would announce threshold
adjustments pursuant to the indexing

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methodology by publishing a final rule
in the Federal Register. The final rule
would not be subject to a notice and
comment period, and would amend the
Code of Federal Regulations to reflect
the adjusted numerical threshold.70
While the FDIC would fully expect to
publish a final rule in the Federal
Register as required by the proposal, the
proposal also notes that the adjustment
would occur even in the absence of a
publication in the Federal Register. The
adjusted thresholds would be effective
on April 1 of the year during which the
adjustment occurs.71 For example, an
adjusted threshold that is calculated
based on inflation through the end of
2027 would be published during the
first quarter of 2028 and would become
effective on April 1, 2028.
Under the proposed indexing
methodology, the FDIC would not lower
thresholds in any given year to reflect
periods of deflation. In modern times,
deflation has been rare and limited.
However, as further described below, a
period of deflation would be reflected in
future threshold increases, as in such a
scenario, thresholds would not increase
until the net cumulative change in CPI–
W turns positive. In the event the
economy experiences a period of
sustained deflation, the FDIC may
consider revisiting the proposed
indexing methodology.
Additionally, thresholds adjusted
under the indexing methodology would
be rounded, as appropriate, based on the
size of the threshold (e.g., thousands,
millions, billions), generally, to the
nearest number with two significant
digits. For example, the numbers $9.8
billion; $510 million; $1.1 million;
$520,000; and $2,700 each have two
significant digits. As an additional
example, a threshold that would
otherwise be calculated as $5.964
million would be rounded to $6.0
million. In this case, both the ‘6’ and ‘0’
are significant digits because $6.0
million is the value of the adjusted
threshold rounded to the nearest $0.1
million.
Prior to rounding, all adjusted
thresholds would be calculated based
on the cumulative percent change of the
non-seasonally adjusted CPI–W since
the effective date of any final
70 This process to adjust numerical thresholds in
the Code of Federal Regulations would be similar
to the process utilized in the Community
Reinvestment Act in which the FDIC and FRB
publish a final rule without notice and comment.
71 The period in which new thresholds would
apply may differ depending on considerations
specific to each individual regulation. For example,
thresholds within part 363 of FDIC regulations
apply on a fiscal year basis rather than a calendar
year basis and would be made applicable for fiscal
years beginning after the threshold update.

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rulemaking to implement the proposal.
Referring back to a discrete starting
point would ensure that any distortions
due to rounding or non-adjustments for
deflation do not carry forward to future
adjustments. For example, if a final rule
to implement this proposal becomes
effective on December 31, 2025, then
this date would serve as the starting
point for future threshold adjustment
calculations. In addition, to illustrate
the effects of deflation, suppose that
inflation is 0 percent in calendar year
2026 and ¥5 percent (5 percent
deflation) in calendar year 2027. No
adjustment would be made at the end of
calendar year 2026 because inflation did
not exceed 8 percent, and no adjustment
would be made at the end of calendar
year 2027 because, as stated above, the
FDIC would not adjust thresholds lower
in any given year. Suppose also that
inflation is 0 percent in calendar year
2028 and 5 percent in calendar year
2029. The adjusted threshold
calculation for 2029 would consider
cumulative inflation since December 31,
2025, meaning the ¥5 percent inflation
in 2027 would roughly offset the 5
percent inflation in 2029, and no
adjustment would be made.
As an example of how the proposal
would avoid rounding distortions,
consider a $1 million threshold and
consistent 3 percent inflation in each
year from 2026 through 2029.
Cumulative inflation at the end of 2027
would be roughly 6 percent, resulting in
an unrounded adjusted threshold of
$1.06 million ($1 million * 1.06 = $1.06
million), which would then be rounded
to $1.1 million. Cumulative inflation in
the years 2028 and 2029 would also be
roughly 6 percent. If the indexing
methodology were to be based on the
previous adjustment, the new
unrounded adjusted threshold would be
$1.166 ($1.1 million * 1.06 = $1.166
million) and would round to $1.2
million. Thus, the $0.04 million in
rounding at the end of 2027 would carry
forward and add to the $0.034 million
in rounding applied at the end of 2029.
Conversely, under the proposed
methodology, the 2029 adjustment
would be calculated based on the
roughly 12 percent cumulative inflation
in the years 2026–2029.72 The $1
million threshold from December 31,
2025, would be adjusted to an
unrounded threshold of $1.12 million
($1 million * 1.12 = $1.12 million). The
unrounded adjusted threshold would be
rounded to $1.1 million, which would
be equivalent to the current adjusted
72 For simple illustration, this example ignores
compounding of prior years’ inflation.

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threshold (established at year-end 2027),
so no adjustment would be made.
Question 13: Would increasing
thresholds pursuant to the proposed
indexing methodology have any
unintended policy consequences? Are
there other factors that should be
considered as part of any update to
thresholds?
Question 14: Under the proposal, the
FDIC would generally not expect to
adjust thresholds lower in any given
year, for example, following periods of
deflation. Is it appropriate to only adjust
thresholds higher to reflect inflation?
What would be the advantages and
disadvantages of adjusting thresholds to
reflect both inflationary and
deflationary periods?
Question 15: Does the proposal
appropriately address potential
distortions that could result from
rounding? If not, please explain. What
would be the advantages and
disadvantages of not applying rounding?
Question 16: Under the proposal,
adjusted thresholds would be rounded
to the nearest value with two significant
digits. What would be the advantages
and disadvantages of adjusting
thresholds under the indexing
methodology to reflect the exact
numerical threshold amount produced
as a result of changes in inflation
(instead of rounding)?
Question 17: Should the FDIC apply
the proposed methodology consistently
across all regulations or should the FDIC
tailor alternative methodologies to
consider factors specific to each
individual threshold and/or regulation,
or groups of thresholds and/or
regulations? Would the benefits of a
more tailored approach justify the cost
of inconsistent indexing methods?
B. Alternatives to the Proposed Indexing
Methodology
In developing this proposal, the FDIC
considered other factors that could be
used to adjust regulatory thresholds to
preserve the levels of thresholds in real
terms over time. For example, the
approach to adjust thresholds could rely
on an alternative index or measure of
inflation (e.g., core versus non-core
measures). Additionally, rather than
using changes in inflation as a basis for
updating thresholds, the FDIC
considered using changes in economic
growth or banking industry assets since
thresholds were originally
implemented. Another alternative
considered was a methodology for
updating each threshold individually,
based on the factors most relevant to
that threshold. The FDIC also
considered not updating the thresholds
included in section II of this document

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from their current levels and instead
relying solely on the proposed
methodology to index thresholds.
Additionally, the mechanics of the
indexing methodology could involve a
less or more frequent cadence, or use of
a process that is less automated. The
FDIC requests feedback on all
alternative approaches discussed below
and any other alternative approaches
that should be considered.
1. Alternative Measures of Inflation
The non-seasonally adjusted CPI–W is
a measure of prices paid by urban wage
earners and clerical workers published
by the U.S. Bureau of Labor Statistics.73
Among other uses, the CPI–W is used by
the U.S. Social Security Administration
to make ‘‘cost-of-living adjustments’’ to
benefit payments.74 There are other
consumer price indices that could be
considered for updating and indexing
thresholds within FDIC regulations. The
CPI–W is calculated based on the
consumption patterns of urban wage
earners and clerical workers whereas
the Consumer Price Index for All Urban
Consumers (CPI–U) is calculated based
on the consumption patterns of a
broader set of urban consumers. The
Chained CPI–U (C–CPI–U) reflects the
consumption patterns of the broader set
of urban consumers and is designed to
account for consumer substitution
between item categories. The Producer
Price Index (PPI), also published by the
U.S. Bureau of Labor Statistics, tracks
the selling prices received by domestic
producers.75 The Personal Consumption
Expenditures Price Index (PCEPI) is
published by the U.S. Bureau of
Economic Analysis and tracks the prices
of goods and services purchased by
consumers in the United States.76 The
U.S. Bureau of Economic Analysis also
publishes a broader domestic price
index, the Gross Domestic Purchases
Price Index (GDPPI), which tracks prices
of goods and services purchased by U.S.
residents.77
In aggregate, there is not a significant
difference in changes over time between
these various consumer price indices.
73 See U.S. Bureau of Labor Statistics, CPI-Urban
Wage Earners and Clerical Workers (Current
Series)), available at https://datawww.bls.gov/
PDQWebhelp/one_screen/cw.htm.
74 See Social Security Administration, Latest Cost
of Living Adjustments, available at https://
www.ssa.gov/OACT/COLA/latestCOLA.html.
75 See U.S. Bureau of Labor Statistics, Producer
Price Index, available at https://www.bls.gov/ppi/.
76 See Bureau of Economic Analysis, Personal
Expenditures Price Index, available at https://
www.bea.gov/data/personal-consumptionexpenditures-price-index.
77 See Bureau of Economic Analysis, Gross
Domestic Purchases Price Index, available at
https://www.bea.gov/data/prices-inflation/grossdomestic-purchases-price-index.

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Each of the consumer price indices
discussed above has increased between
55 percent and 67 percent over the last
two decades and has increased between
87 percent and 111 percent over the last
three decades.78
One advantage of using the CPI–W for
updating and indexing thresholds
within FDIC regulations is that the CPI–
W is already commonly used for this
purpose, including by the FDIC and
other Federal agencies.79 One advantage
of using other price indices, such as the
CPI–U, C–CPI–U, PPI, PCEPI, and
GDPPI, may be that they are based on
consumption patterns of a broader set of
consumers, and, in some cases, may
adjust for substitutions in consumption
patterns. Use of price indices that are
based on consumption patterns of a
broader set of consumers could be more
responsive to both household and
business credit expansion relative to the
CPI–W, which may be more reflective of
the types of activities typically financed
through the banking industry and
therefore a potentially more relevant
measure for revising thresholds.
However, these alternatives are less
frequently used by the FDIC and other
Federal agencies and may be less
familiar to the public.
Question 18: What would be the
advantages and disadvantages of using
the CPI–W as the reference index under
the proposed indexing methodology?
What would be the advantages and
disadvantages of using other potential
indices for updating and indexing
thresholds within FDIC regulations? Are
there other consumer price indices that
should be considered for updating and
indexing thresholds within FDIC
regulations? If so, please explain the
advantages and disadvantages of those
indices relative to the CPI–W and the
alternatives described above.
In addition to the consumer price
indices discussed above, the U.S.
Bureau of Labor Statistics and U.S.
Bureau of Economic Analysis also
publish ‘‘core’’ versions of their
respective consumer price indices,
which exclude prices for food and
energy, as prices in those categories
tend to be more volatile. Core price
indices are often used by monetary
policy authorities, such as the Board of
Governors of the Federal Reserve
System in seeking to understand
underlying, longer-term inflation
dynamics. However, core price indices,
by their nature as price indices focusing
on a subset of consumer prices, do not
78 C–CPI–U has been published since 2000 and is
not included in the three-decade comparison.
79 See § 345.12(u)(2) of appendix G to 12 CFR part
345; see also 12 CFR 1003.2(g)(1)(i).

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
provide as complete of a picture of
inflation as compared to broader indices
and may miss changing trends such as
food and energy prices. One advantage
of using the CPI–W for updating and
indexing thresholds within FDIC
regulations, as opposed to the core CPI–
W or other core price indices, is that the
CPI–W is already commonly referenced,
including by FDIC regulations. Another
advantage of the CPI–W relative to the
core CPI–W or other core price indices
is that the CPI–W provides a broader
representation of consumer price
inflation, making its use as an index
more appropriate for thresholds that are
updated to reflect inflation at a cadence
of once-per-year or once-every-twoyears pace, as under the proposal. Using
a core index for purposes of updating
thresholds would not provide a full
reflection of price changes over these
time periods, since core indexes are
designed to reduce the amount of
volatility in the price levels they
measure. Using a core index over a oneand two-year cadence may therefore not
maintain thresholds in real terms over
time.
Question 19: What would be the
advantages and disadvantages of using
core consumer price indices for
purposes of updating and indexing
thresholds within FDIC regulations
relative to using indices that are not
limited to core prices?
The U.S. Bureau of Labor Statistics
provides a non-seasonally adjusted and
seasonally adjusted version of the CPI–
W series. The seasonally adjusted data
adjust for recurring seasonal price
trends, due to weather, holidays, etc.,
and are the preferred measure for
examining short-term (less than a year)
price trends in the economy.80 By
comparison, the non-adjusted data do
not include adjustments for recurring
seasonal price trends and reflect all
prices that consumers pay, including as
a result of seasonal patterns. The
proposal would adjust thresholds in
FDIC regulations at the end of every
two-year period with the potential for
an interim adjustment in the intervening
year if non-seasonally adjusted inflation
exceeds 8 percent. The FDIC believes
use of the non-seasonally adjusted CPI–
W series would serve as a more
appropriate reference than the
seasonally adjusted CPI–W series for the
purpose of updating and indexing
thresholds within FDIC regulations
because such adjustments are intended
80 See U.S. Bureau of Labor Statistics, Consumer
Price Index Seasonally Adjusted Data, available at
https://www.bls.gov/cpi/seasonal-adjustment/usingseasonally-adjusted-data.htm.

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to reflect longer-term changes in
inflation.
Question 20: What would be the
advantages and disadvantages of using
seasonally adjusted price indices for
updating and indexing thresholds
within FDIC regulations? What would
be the advantages and disadvantages of
using non-seasonally adjusted price
indices?
In addition to consumer price indices,
the FDIC considered the use of other
types of indices to update and index the
regulatory thresholds subject to this
proposal. The U.S. Bureau of Economic
Analysis publishes a Gross Domestic
Product (GDP) data series on a quarterly
basis, which measures U.S. economic
activity.81 Historically, the U.S.
economy has expanded in real terms
(outside of recessions), which means the
(nominal) GDP index has typically
increased at a faster rate than the
consumer price indices discussed
above.82 For example, U.S. nominal
GDP has increased by 299 percent over
the past three decades, compared to a
111 percent increase in the CPI–W over
the same period. Therefore, if GDP were
used as the basis for updating and
indexing thresholds within FDIC
regulations, such thresholds would be
initially updated to a higher amount
and, going forward, would likely
increase at a faster rate than under the
proposal.
Using changes in inflation as a basis
for updating and indexing thresholds
within FDIC regulations would have the
advantage of specifically targeting price
levels to ensure dollar thresholds
remain relatively consistent, in real
terms, over time. However, financial
activity is closely related to broader
macroeconomic activity and tends to
grow together with the economy. Using
GDP as a basis for updating and
indexing thresholds may provide for
thresholds that more closely reflect the
banking industry’s proportional role in
the economy. However, a disadvantage
of using GDP within an indexing
methodology is that it is subject to
business cycle fluctuations which may
not always correspond with price level
changes, such as in a ‘‘stagflationary’’
environment where stagnant economic
growth occurs simultaneously with
inflation. Using GDP as a basis for
threshold adjustments during such a
scenario may result in thresholds that
81 U.S. Bureau of Labor Statistics, Table 1.1.5.
Gross Domestic Product, line 1, available at https://
apps.bea.gov/iTable/?reqid=19&step=
2&isuri=1&categories=survey.
82 Changes in GDP (sometimes referred to as
changes in nominal GDP) can be broken down into
changes in prices inflation plus changes in real
economic output (real GDP).

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are not revised as price levels increase,
potentially limiting the ability to
maintain dollar-based threshold levels
in real terms over time. Another
disadvantage of using GDP within an
indexing methodology is that it is a
lagging indicator that is frequently
revised. As such, depending on the
frequency of revisions, thresholds could
be revised according to a percentage
change in GDP that is subsequently
revised, thereby limiting the indexing
methodology’s accuracy as well as the
durability of revised threshold amounts
in maintaining their levels in real terms.
Additionally, the U.S. economy is
complex and measures of GDP can
consider a wider range of factors than
changes in price level alone. As such,
GDP may be an inappropriate measure
to revise thresholds relative to inflation.
Question 21: What would be the
advantages and disadvantages of using
GDP for updating and indexing
thresholds within FDIC regulations?
The FDIC also considered updating
and indexing thresholds within FDIC
regulations using measures of growth in
banking or financial sector activity. The
banking sector and the broader financial
sector have grown faster than GDP over
the last several decades. For example,
total U.S. household financial assets
have grown by approximately 502
percent over the last three decades.83
Total bank assets for all FDIC-insured
institutions have similarly grown by
approximately 380 percent over the last
three decades, while total bank deposits
at those institutions have grown by
approximately 432 percent over the
same period.84 If thresholds within
FDIC regulations were updated based on
growth in banking or financial sector
activity, the proposed thresholds would
be several times larger than those
suggested by the growth in consumer
prices. Although it is difficult to predict
future growth in the banking industry
over the long-term, if recent growth
rates continue, indexing thresholds
within FDIC regulations using measures
of banking activity and financial sector
activity would result in thresholds
growing faster relative to indexing based
on consumer prices. Using a measure of
banking or financial sector activity as a
basis for which thresholds are revised
83 See Financial Accounts of the United States
(Z.1) published by the Board of Governors of the
Federal Reserve System at https://
www.federalreserve.gov/releases/z1/.
84 See FDIC Quarterly Banking Profile ending
December 31, 1994 (indicating total assets of $5.02
trillion and total deposits of $3.6 trillion) relative
to FDIC Quarterly Banking Profile ending December
31, 2024 (indicating total assets of $24.1 trillion and
total deposits of $19.2 trillion), available at https://
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would have the advantage of more
closely aligning threshold levels with
changes in the banking industry and the
relevance of banks in supporting
broader economic activity. For example,
the FDIC could use changes in total
assets of all IDIs as a measure to revise
thresholds within FDIC regulations,
which would ensure such thresholds
remain relevant to banking industry
dynamics. Using growth in the size of
the banking industry to adjust
thresholds in FDIC regulations would
account for growth trends that are
specific to the banking industry and
may be better correlated with the
characteristics of banks that affect the
costs and benefits of particular
regulations.
Overall, using growth in the size of
the banking industry to adjust
thresholds in FDIC regulations would
keep the proportion of impacted banks
relatively constant since the threshold
would increase with industry size.
However, a disadvantage of this
approach is that many thresholds are
intended to apply to banks of a certain
size, not necessarily a fixed proportion
of the industry. As the banking industry
grows, the increase in thresholds may
outpace actual changes in size and risk
profile for an individual institution.
Further, aggregate changes in industry

growth may not always be
representative of, or broadly consistent
with, changes occurring across banks of
different size ranges. For example, total
banking industry assets grew roughly
$5.45 trillion, or 29 percent, from yearend 2019 to year-end 2024.85 By
comparison, total assets of banks with
assets between $1 billion to $100 billion
increased by $963 billion, or 19 percent,
over the same time period, while total
assets of banks with assets less than $1
billion decreased by $33 billion, or 3
percent.
Another disadvantage of this
approach is that banking or financial
sector activity reflects both real growth
and changes in inflation. Accordingly,
the measure of growth used to adjust
and index regulatory thresholds would
have to be discounted for inflation in
order to capture actual, activity-driven
trends within the banking industry. One
method of discounting banking sector
growth for inflation would be to
inflation-adjust total assets prior to
measuring total asset growth. Under this
approach, total real growth in banking
industry assets for all FDIC-insured
institutions that accounts for inflation
from 1995–2005 would be 128 percent
compared to 380 percent from nominal
growth.86 Compared to the use of
inflation alone, such an approach would

be relatively more complex and less
transparent to banks and market
participants.
Another disadvantage of this
approach is that certain thresholds,
including several as part of this
proposal, are set at levels that are
unrelated to asset size. Using total assets
as a basis for revising thresholds may
therefore result in threshold revisions
that are inappropriate and
disadvantageous for certain banks. By
contrast, using inflation as a basis for
revising thresholds would allow for a
more simple, transparent, and
consistent approach across varying
thresholds and banks of varying sizes.
Question 22: What would be the
advantages and disadvantages of using
measures of banking or financial sector
activity for updating and indexing
thresholds within FDIC regulations?
The table below presents a
comparison of growth in the various
indices described above across a period
of three decades. Growth in total assets
across the banking industry exhibited
the largest percentage change, followed
by GDP growth. Seasonal adjustments,
for those indices that applied them as an
alternative measurement, only increased
or decreased percentage changes slightly
compared to their counterparts without
seasonal adjustments.
Percentage change

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1995–2005
CPI–W:
Non-seasonally adjusted ..........................................................................................
Seasonally adjusted .................................................................................................
Core CPI–W:
Non-seasonally adjusted ..........................................................................................
Seasonally adjusted .................................................................................................
CPI–U:
Non-seasonally adjusted ..........................................................................................
Seasonally adjusted .................................................................................................
C–CPI–U: *
Non-seasonally adjusted 1 ........................................................................................
Core CPI–U:
Non-seasonally adjusted ..........................................................................................
Seasonally adjusted .................................................................................................
PCEPI:
Non-seasonally adjusted 2 ........................................................................................
Seasonally adjusted .................................................................................................
Core PCEPI:
Non-seasonally adjusted 2 ........................................................................................
Seasonally adjusted .................................................................................................
PPI, all commodities: *
Non-seasonally adjusted ..........................................................................................
GDPPI ..............................................................................................................................
GDP:
Non-seasonally adjusted ..........................................................................................
Seasonally adjusted .................................................................................................
Banking Industry Assets:
Nominal growth .........................................................................................................
85 See FDIC Quarterly Banking Profile for
December 31, 2024, and December 31, 2019,
available at https://www.fdic.gov/quarterlybanking-profile/past-quarterly-banking-profiles.

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2015–2025

1995–2025

26.0
26.5

22.5
22.6

36.3
36.3

110.5
111.3

23.5
23.7

20.5
20.5

35.8
35.8

102.1
102.4

26.9
27.3

22.6
22.5

35.9
35.9

111.4
112.0

N/A

19.9

32.1

N/A

25.0
25.2

20.6
20.5

35.4
35.4

104.1
104.2

21.2
20.5

18.5
19.5

N/A
29.6

N/A
86.5

18.9
18.9

19.1
18.2

N/A
29.3

N/A
81.6

22.8
20.2

27.2
22.4

34.0
27.1

109.4
87.0

69.5
69.7

41.8
41.5

66.0
66.0

299.0
298.5

101.2

53.9

55.0

379.9

86 See total assets reported for all FDIC-insured
institutions in FDIC Quarterly Banking Profile
ending December 31, 2024, and December 31, 1994,
both inflation-adjusted using the non-seasonally

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adjusted CPI–W available at https://
fred.stlouisfed.org/series/CWUR0000SA0L1E.

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Percentage change
1995–2005
Real growth 3 ............................................................................................................

2005–2015

59.7

2015–2025

25.6

13.7

1995–2025
127.9

Percentage changes are based on beginning-of-year measurements. For example, the percentage changes for 1995–2005 are based on January 1, 1995, through January 1, 2005. Some measurements use end-of-year balances from the preceding year (e.g., December 31, 1994, was
used for 1995) to compute the percentage changes.
Source data for the indices vary in intervals (monthly, quarterly, annual) but should not affect the change per 10-year span presented above.
Percent change 1995–2025 does not equal the arithmetic sum of the 10-year percent change columns due to compounding.
* Data for these indices was only available without seasonal adjustments.
1 Data for non-seasonally adjusted C–CPI–U prior to 1999 is not available.
2 Data for PCEPI and Core PCEPI, non-seasonally adjusted, after January 1, 2024, is not available.
3 Inflation adjusted using CPI–W, non-seasonally adjusted.

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2. Adjustment Frequency Within the
Indexing Methodology
Under the proposal, thresholds would
generally be adjusted every two years. In
addition, thresholds would be adjusted
if the cumulative change in nonseasonally adjusted CPI–W since the last
adjustment exceeds 8 percent.
Certain other FDIC and other Federal
regulations that reference the CPI–W
require threshold adjustments on a more
frequent basis. For example, the
regulations implementing the
Community Reinvestment Act and the
Home Mortgage Disclosure Act require
adjustments to thresholds based on the
year-to-year change in the average CPI–
W for each 12-month period.87
The FDIC considered various other
adjustment frequencies including
quarterly, semi-annually, annually,
every 3 years, and every 5 years.
Thresholds updated based on a shorter
adjustment frequency (e.g., quarterly)
would have the advantage of
consistently reflecting changes in
inflation and not becoming outdated
during the periods between
adjustments. For institution-level
thresholds, a shorter adjustment
frequency would reduce the number of
institutions that cross a threshold
between adjustments solely based on
growth consistent in consumer prices.
For most of the index options, including
for the CPI–W, an adjustment frequency
as short as monthly would be feasible
based on data availability. A
disadvantage of shorter update
frequencies is that it can lead to
confusion for institutions and
uncertainty regarding the applicability
of various rules. Institutions also would
have to more routinely update systems
and compliance programs to reflect
more frequently adjusted thresholds.
Longer adjustment frequencies (e.g.,
every 3 years, every 5 years) generally
have the opposite advantages and
disadvantages as compared to the
shorter adjustment frequencies. Longer
87 See § 345.12(u)(2) of appendix G to 12 CFR part
345; see also 12 CFR 1003.2(g)(1)(i).

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adjustment frequencies would lessen
the burden involved with tracking
threshold changes. However, prolonged
adjustments heighten the potential for
banking organizations to cross
thresholds between adjustments due to
inflation.
The proposal would use a two-year
period for measuring inflation, which is
intended to provide an appropriate
cadence for capturing meaningful
changes in inflation on a timely basis
while balancing the frequency in which
thresholds revisions would be amended.
Additionally, by providing for
adjustments in intervening years where
inflation exceeds 8 percent, the proposal
would help mitigate the potential for
institutions to cross one or more
thresholds when inflation increases
significantly during a two-year period.
In the event thresholds were increased
in two consecutive years due to
inflation exceeding 8 percent, the
adjustment period would reset and the
next increase would occur after two
years, unless inflation exceeded 8
percent again the following year.
Question 23: What would be the
advantages and disadvantages of
revising thresholds through ad-hoc
review versus regular, periodic
adjustments through a pre-determined
indexing methodology as provided
under the proposal?
Question 24: What would be the
advantages and disadvantages of using
shorter or longer adjustment frequencies
within the indexing methodology for
thresholds in FDIC regulations? For
example, the FDIC could adjust
thresholds at the end of every one-year
period, or it could adjust thresholds at
the end of every three-year, five-year or
ten-year period. Would there be
unintended consequences of using a
longer period, such as impacting the
ability of the indexing methodology to
preserve thresholds in real terms on an
inflation-adjusted basis? Alternatively,
would there be unintended
consequences of using a shorter period,
such as adding undue complexity or
burden?

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Question 25: What would be the
advantages and disadvantages of
providing for a potential adjustment in
intervening year(s) if the cumulative
change in the non-seasonally adjusted
CPI–W since the last adjustment
exceeds 8 percent? Is there a level other
than 8 percent that should be
considered to require an adjustment in
the intervening year(s)? If so, what
would be the advantages and
disadvantages of such a level relative to
the 8 percent level under the proposal?
How should the FDIC balance the
objective of reflecting periods of
significant inflation with the complexity
of allowing for interim adjustments
during the two-year cadence?
3. Milestone Approach
The FDIC considered an alternative
approach that would adjust thresholds
annually based on the change in
inflation only if an inflation-adjusted
threshold reaches a pre-determined
level. Under this alternative, for each
regulatory threshold, the FDIC would
calculate a potential adjusted threshold
based on inflation measured at the end
of each year relative to when a threshold
was last adjusted. However, a threshold
would only be adjusted higher if the
potential adjusted threshold exceeded a
certain milestone amount.
Under this alternative, milestone
amounts could be tailored for each
threshold to reflect a material change as
a result of inflation. For example, for
thresholds between $100 million and $1
billion, milestone amounts could occur
every $10 million. Under this approach,
if a regulatory threshold is $500 million
today, it could be adjusted higher only
if the cumulative change in inflation, as
measured at the end of a year relative to
when a threshold was implemented or
last revised, would result in an adjusted
threshold of $510 million or higher.
Milestone amounts could similarly be
set at higher levels for larger thresholds.
For example, for thresholds between $1
billion and $10 billion, milestone
amounts could occur every $100
million; between $10 billion and $100

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billion, milestone amounts could occur
every $1 billion; and between $100
billion and $1 trillion, milestone
amounts could occur every $10 billion.
The milestone approach would be
similar to a rounding methodology
where adjusted thresholds are rounded
to the nearest number with two
significant digits that is also less than
the unrounded adjusted threshold.
Relative to an alternative without
rounding, the milestone approach
would have the advantage of limiting
threshold changes to a degree of
materiality, eliminating potential
smaller, immaterial changes.
Additionally, the approach would
support transparency and predictability
as potential future to threshold amounts
would be known in advance, subject to
changes in inflation. However, the
approach may lead to confusion and
uncertainty, as it may be challenging for
the public to track when increases in
various thresholds will be triggered.
Question 26: What would be the
advantages and disadvantages to using a
milestone approach compared to the
proposed indexing methodology?
Question 27: If the FDIC were to
implement a milestone approach to
adjust thresholds in future periods for
purposes of any final rule to implement
the proposal, should the milestone
approach be combined with a minimum
cumulative change in inflation level
(e.g., 8 percent) to help ensure that
thresholds adjustments keep pace with
significant periods of inflation? What
would be the advantages and
disadvantages of this approach relative
to both the milestone approach
described above and the indexing
methodology set forth in the proposal?
4. Degree of Automation in Indexing
The proposal provides that the FDIC
would, every two years, publish a
Federal Register notice announcing
thresholds adjustments based on a predetermined methodology. The FDIC has
considered an alternative that would
enhance the degree of automation by
directly incorporating the indexing
calculation into each regulatory
threshold. Under this approach a
threshold would be defined within
regulation as a starting value multiplied
by an index value. For example, part
347 currently contains a $60 million
threshold for aggregate underwriting
commitment limits applicable to foreign
organizations held by insured State
nonmember banks. This threshold was
established in 1998. In January 1998, the
CPI–W had an index level of 158.4. The
direct reference approach would
redefine the threshold to be equal to the
most recent index level of the CPI–W

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multiplied by a starting value of
$380,000, which would correspond to
the dollar value needed to arrive at a
threshold of approximately $60 million
when multiplied by the CPI–W.88 The
CPI–W value as of May 2025 was
314.839.89 Therefore, under the direct
reference approach, the current dollar
value of the threshold would be $119.64
million.90 Under this approach, the
threshold would automatically update
again once the June 2025 CPI–W value
was released. The FDIC could also use
this same approach to mimic the
proposal, in which the actual threshold
would rise every two years and would
be rounded. The FDIC could also post
the thresholds on its website and notify
institutions and the public when they
are increased.
The direct reference approach has the
advantage of enhancing the automation
provided under the proposal, which
could help contribute to a relatively
more streamlined adjustment process.
However, a disadvantage of the direct
reference approach is it may be slightly
less clear for members of the public or
regulated entities. While the FDIC could
post the thresholds on its website, the
revised threshold amounts would not be
in the Code of Federal Regulations.
Question 28: What would be the
advantages and disadvantages of using
the direct reference approach to index
thresholds in FDIC regulations?
Question 29: Are there other
automated approaches (e.g., fixed dollar
amounts or percentages) that may be
appropriate?
IV. Economic Analysis
A. Expected Effects
As discussed above, the proposal
would update certain dollar thresholds
within the FDIC’s regulations generally
to incorporate changes in inflation since
the thresholds were initially
implemented or most recently adjusted.
Further, the proposed rule would
implement an indexing methodology to
adjust thresholds in future periods.
If promulgated, the proposed rule
would affect institutions with a wide
range of sizes and risk profiles. To
estimate the expected effects of the
proposal, this analysis considers all
relevant regulations and guidance
applicable to these institutions, as well
as information on the financial
condition of all IDIs as of the quarter
ending March 31, 2025.
Based on the FDIC’s analysis, the
FDIC expects the proposal could affect

IDIs, individuals and other entities as
follows:
• Part 303: The requirements in part
303 generally apply to all IDIs and any
other person or entity submitting an
application or filing to the FDIC, as
provided for under part 303. As of
March 31, 2025, the latest period for
which data is available, there were
4,471 IDIs. However, the FDIC does not
have the data necessary to estimate the
number non-IDIs that may be subject to
the requirements of part 303.
• Part 335: The requirements of part
335 apply generally to all securities
issued by FDIC-supervised depository
institutions that are subject to the
registration requirements of section
12(b) or 12(g) of the Securities Exchange
Act of 1934.91 As of March 31, 2025, the
FDIC was the primary federal supervisor
for 2,835 IDIs.
• Part 340: The requirements in part
340 generally apply to persons (both
individuals and entities) seeking to
purchase the assets of failed IDIs in
FDIC conservatorship or receivership.
Using data from the period 2019–23, as
well as internal estimates and analysis,
of part 340 Purchaser Eligibility
Certification (PEC340) submissions, the
FDIC estimates approximately 140
PEC340 submissions annually from
covered individuals and other entities.
• Part 347: The requirements in part
347 generally apply to FDIC-supervised
IDIs and foreign banks with uninsured
U.S. bank branch subsidiaries or any
foreign bank seeking to establish an
uninsured U.S. bank branch subsidiary.
As of March 31, 2025, 124 FDICsupervised IDIs reported having one or
more uninsured U.S. bank branches, for
a total of 180 uninsured U.S. bank
branches.
• Part 363: The requirements of part
363 generally apply to all IDIs. Part 363
generally provides annual independent
audit and reporting requirements for
such institutions. As noted above, as of
March 31, 2025, there were 4,471 IDIs.
• Part 380: The requirements in part
380 generally apply to persons
(individuals and entities) interested in
buying assets of failed financial
companies in FDIC conservatorship or
receivership under Orderly Liquidation
Authority. Using internal estimates and
analysis, the FDIC estimates
approximately 66 part 380 Purchaser
Eligibility Certification (PEC380)
submissions annually from covered
persons.92
91 15

88 Specifically:

$950,000 * 158.4 = $150.48

million.
89 As of June 12, 2025.
90 $950,000 * 314.839 = $299.10 million.

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U.S.C. 78 et seq.
parts 340 and 380 require potential
participants in asset sales by the FDIC to certify
their eligibility with the FDIC prior to participation.
Potential participants interested in bidding on
92 Both

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B. Estimates of the Number of Directly
Affected Entities
This section discusses the expected
effects of the proposal separately under
each part of the FDIC’s regulations that
includes a threshold that would be
subject to an inflation-based adjustment.

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1. Part 303
Section 303.227 discusses the criteria
for de minimis exceptions for purposes
of section 19 of the FDI Act. These
criteria include $2,500 and $1,000
thresholds for certain offenses that are
exempt from the requirements to submit
a section 19 application to the FDIC.
The proposed rule would update these
thresholds from $2,500 and $1,000 to
$3,500 and $1,225, respectively.
The FDIC used the historical annual
number of institutions that have
submitted a section 19 application as a
conservative estimate of the number of
entities that would be affected by this
amendment. Over the six-year period
ending on March 31, 2025, the FDIC
received 328 applications under section
19, or approximately 55 applications
annually. Section 19 applications can be
submitted by individuals as well as IDIs.
The FDIC does not have the information
necessary to attribute each application
submitted by an individual under
section 19 made over this period to a
particular IDI. Accordingly, for the
purposes of this analysis, the FDIC
conservatively estimates that each
section 19 application is submitted by a
unique IDI.
An increase in the thresholds under
the de minimis exception framework
would increase the number of persons
subject to the exceptions in 12 CFR
303.227. Given the 40-percent increase
in the general de minimis threshold of
$2,500 to $3,500 and the 22.5-percent
increase in the de minimis threshold for
small-dollar theft of $1,000 to $1,225,
the FDIC assumes a corresponding
decrease of between 22.5 percent and 40
percent in the estimated number of
section 19 applications. Therefore, the
FDIC estimates that the proposed rule
could reduce the annual number of IDIs
submitting section 19 applications from
55 to between 43 and 33 IDIs (rounded
to the nearest IDI).93
assets of a failed IDI must file a PEC340 associated
with part 340, while those interested in bidding on
covered financial company assets must file a
PEC380 under part 380.
93 55 IDIs estimated under the current rule. A
22.5-percent reduction, corresponding to an
increase in the de minimis small-dollar theft
threshold from $1,000 to $1,225, would result in 43
IDIs estimated under the proposal. A 40-percent
reduction, corresponding to an increase in the
general de minimis exceptions threshold from
$2,500 to $3,500, would result in 33 IDIs estimated
under the proposal.

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The proposed rule would also
establish requirements to amend certain
dollar thresholds in part 303 described
above in future periods. The FDIC does
not have the information necessary to
precisely estimate the number of entities
and the number of applications under
part 303 that would be affected by the
periodic adjustments to these dollar
thresholds in the proposed rule as a
result of future changes in inflation.
However, since the proposed rule would
more closely align these dollar
thresholds with their real values over
time, the FDIC believes that it would
mitigate unintended changes in the
volume of covered entities in future
periods.
2. Part 335
Section 335.801 provides a materiality
threshold for disclosures related to
extensions of credit to insiders. Under
this section, extensions of credit to such
individuals that are in excess of 10
percent of the equity capital accounts of
the bank or State savings association or
$5 million, whichever is less, shall be
deemed material and shall be disclosed
in addition to any other required
disclosure. The proposed rule would
update the $5 million threshold to $10
million.
To estimate the number of institutions
that would be directly affected by this
change, the FDIC identified nine IDIs 94
that are subject to the requirements
under the 1934 Securities Exchange Act
and are required to make additional
disclosures related to loans to insiders
(by virtue of being traded on a national
exchange or having more than 2,000
shareholders of record and $10 million
in assets). The FDIC does not have the
data necessary to quantify the
indebtedness of insiders at these
institutions such that it would be able
to identify which disclosures would no
longer be required by virtue of the
increased materiality threshold under
the proposal. Therefore, the FDIC
conservatively estimates that nine IDIs
may be affected by the threshold
adjustments in part 335 under the
proposed rule.
The proposed rule would also
establish requirements to amend the
dollar thresholds in part 335 described
above in future periods. The FDIC does
not have the information necessary to
precisely estimate the number of entities
that would be affected by the ongoing
adjustments to these dollar thresholds
as a result of future changes in inflation.
94 See List of FDIC-Supervised Banks Filing under
the Securities Exchange Act, available at https://
www.fdic.gov/analysis/list-fdic-supervised-banksfiling-under-securities-exchange-act.

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However, since the proposed rule would
more closely align these dollar
thresholds with their real values over
time, the FDIC believes that it would
mitigate unintended changes in the
volume of covered entities in future
periods.
3. Part 340
Section 340.4 relates to the definition
of ‘‘substantial loss’’ in the context of
restrictions on the sale of failed bank
assets. A person may not acquire any
assets of a failed institution from the
FDIC if the person or associated person
has participated, as an officer or director
of a failed institution or of an affiliate
of a failed institution, in a material way
in one or more transaction(s) that
caused a substantial loss to that failed
institution.95 Section 340.2 defines
‘‘substantial loss’’ using a threshold of
greater than $50,000 in losses, unpaid
final judgments, delinquent obligations,
or deficiency balance following a
foreclosure. The proposed rule would
revise the greater than $50,000
threshold to greater than $100,000.
The FDIC does not have the data
necessary to estimate the number of
persons who would submit PECs if the
proposed thresholds defining
substantial losses were increased to
greater than $100,000. To estimate the
number of persons who would be
affected by the proposal, the FDIC
analyzed historical trends for annual
part 340 Purchaser Eligibility
Certification (PEC340) submissions,
based on information from 2019 through
2023. This analysis found the FDIC
receives approximately 140 PEC340
submissions annually from individuals
or entities. The FDIC does not have the
data to estimate the number of unique
entities that would submit a PEC;
therefore, the FDIC conservatively
estimates that each PEC is submitted by
a unique entity.
An increase in the threshold would
reduce the number of persons subject to
the restrictions of part 340 by removing
persons involved in transactions
resulting in losses of greater than
$50,000 to greater than $100,000. Given
the 100 percent increase in the
threshold, the FDIC assumes a
corresponding 100 percent increase
(rounded to the nearest whole number
of persons) 96 in the estimated number
of persons that would be expected to
submit PECs under 12 CFR 340.7. This
results in an estimated 280 entities that
95 Additional qualitative criteria are available in
the regulation.
96 ($100,000¥$50,000)/$50,000 = 100 percent.

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would submit under the proposed rule,
an increase of 140 from the current rule.
The proposed rule would also adjust
the dollar thresholds in part 340 in
future periods using an indexing
methodology. The FDIC does not have
the information necessary to precisely
estimate the number of entities that
would be affected by future adjustments
to these dollar thresholds as a result of
future changes in inflation. However,
since the proposed rule would more
closely align these dollar thresholds
with their real values over time, the
FDIC believes that it would mitigate
unintended changes in the volume of
covered entities in future periods.
4. Part 347
Section 347.111 contains two
thresholds that would be adjusted under
the proposal. The first is for aggregate
underwriting commitment limits
applicable to foreign organizations held
by insured State nonmember banks,
which currently may not exceed the
lesser of $60 million or 25 percent of the
bank’s Tier 1 capital. The proposal
would increase the current $60 million
threshold to $120 million. The second
threshold in 12 CFR 347.111 is for
distribution and dealing limits
applicable to foreign organizations held
by insured State nonmember banks,
which currently may not exceed the
lesser of $30 million or 5 percent of the
bank’s Tier 1 capital. The proposal
would increase the current $30 million
threshold to $60 million.
To estimate the number of institutions
potentially affected by these changes,
the FDIC used data from the Federal
Reserve’s National Information Center
(NIC) to identify the number of foreign
entities with a parent company that is
an IDI. From this data, the FDIC was
able to identify 31 IDIs with foreign
subsidiaries. Of these, five are State
nonmember banks and would be subject
to part 347. The FDIC does not have the
data necessary to (1) estimate the
number of IDIs that would be subject to
these restrictions, and (2) understand
the business models of these IDIs and
their propensity to find and make
business deals that would be subject to
these restrictions under the current and
proposed rule. Therefore, the FDIC
conservatively estimates that all five
State nonmember banks would be
affected by these changes.
The proposed rule would also adjust
the dollar thresholds in part 347 in
future periods using an indexing
methodology. The FDIC does not have
the information necessary to precisely
estimate the number of entities that
would be affected by future adjustments
to these dollar thresholds as a result of

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future changes in inflation. However,
since the proposed rule would more
closely align these dollar thresholds
with their real values over time, the
FDIC believes that it would mitigate
unintended changes in the volume of
covered entities in future periods.
5. Part 363
Part 363 contains 24 different
thresholds that would be updated by the
proposed rule, the applicability of
which are based on an IDI’s total
consolidated assets at the beginning of
its fiscal year.
For brevity, this analysis groups
provisions with the same amended
dollar threshold level together to
address estimated changes in covered
institutions. Under the proposed rule,
the total assets thresholds for the
following requirements in part 363
would be raised from $500 million to $1
billion:
• 12 CFR 363.1(a), which provides
the general applicability criteria for part
363.
• 12 CFR 363. 5(a)(2), which
establishes minimum audit committee
requirements for IDIs with assets of
greater than $500 million but less than
$1 billion. This threshold is referenced
in part 363, appendix A, paragraphs 27,
30(c), and 35(a).
As of March 31, 2025, there were 774
IDIs that report total assets of at least
$500 million and less than $1 billion.
These 774 IDIs would no longer be
subject to the requirements described
above as a result of the proposal.
Under the proposed rule, the total
assets thresholds for the following
requirements in part 363 would be
raised from $1 billion to $5 billion:
• 12 CFR 363.2(b)(3), which requires
management to provide an assessment
of the effectiveness of ICFR as part of
the part 363 annual report submission.
This threshold is referenced in part 363,
appendix A, paragraphs 8A and 10, as
well as part 363, appendix B, paragraph
2(b).
• 12 CFR 363.3(b), which requires the
independent public accountant to
examine, attest to, and report separately
on management’s assessment of ICFR.
This threshold is referenced in part 363,
appendix A, paragraph 18A, as well as
part 363, appendix B, paragraph 2(b).
• 12 CFR 363.4(a)(2), which requires
publicly traded IDIs to submit copies of
management’s assessment of the
effectiveness of ICFR in addition to its
part 363 Annual Report.
• 12 CFR 363.4(c)(3), which requires
publicly traded IDIs to submit copies of
independent accountant’s letters and
reports.

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• 12 CFR 363.5(a)(1), which
establishes additional minimum audit
committee requirements for IDIs with
assets of greater than $1 billion. This
threshold is referenced in part 363,
appendix A, paragraphs 27, 30(b), and
35(b).
• 12 CFR 363.5(a)(2), which
establishes minimum audit committee
requirements for IDIs with assets of
greater than $500 million but less than
$1 billion. This threshold is referenced
in part 363, appendix A, paragraphs 27,
30(c), and 35(a).
As of March 31, 2025, there were 752
IDIs that report between total assets of
at least $1 billion and less than $5
billion in assets. These 752 IDIs would
no longer be subject to the requirements
under 12 CFR 363.2 and 363.3, as well
as the audit committee requirements
under 12 CFR 363.5(a)(1) as a result of
the proposal.
The provisions in 12 CFR 363.4 only
apply to publicly traded IDIs. For
purposes of this analysis, the FDIC
conservatively estimates that all 752
IDIs will be affected by the changes to
the thresholds for these provisions
while acknowledging that fewer IDIs
will be affected by these changes.
With respect to the general audit
committee requirements under 12 CFR
363.5(a)(2) of the proposed rule, the 774
IDIs currently subject to 12 CFR
363.5(a)(2)—that is, those with between
$500 million and $1 billion in assets—
would no longer be subject to these
requirements. In addition, the 752 IDIs
with total assets of greater than $1
billion and less than $5 billion—which
are no longer subject to the
requirements under 12 CFR 363.5(a)(1),
would now be subject to the
requirements under 12 CFR 363.5(a)(2).
Therefore, the FDIC estimates 1,526 IDIs
would be affected by this change.97
In addition, the proposal would raise
the following other asset size thresholds
in part 363:
• 12 CFR 363.5(b), which establishes
additional minimum audit committee
composition requirements for IDIs with
assets of greater than $3 billion. This
threshold is referenced in part 363,
appendix A, paragraph 35(c) and would
be increased to $5 billion under the
proposal.
As of March 31, 2025, there are 133
IDIs that report total assets greater than
$3 billion and less than $5 billion.
97 The net change in the number of IDIs that
would be subject to these requirements from the
current rule is 22, as 774 IDIs (with total assets of
at least $500 million and less than $1 billion) are
subject under the current rule, and 752 (with total
assets of at least $1 billion and less than $5 billion)
would be subject under the proposed rule.
774¥752 = 22 IDIs.

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
These IDIs would no longer be subject
to the requirements of 12 CFR 363.5(b)
under the proposed rule. The remaining
293 IDIs—all with total assets greater
than $5 billion—would continue to be
subject to this requirement under the
proposed rule.
• 12 CFR part 363, appendix A,
paragraph 28(b)(4), which discusses
criteria to determine if an outside
director is ‘‘independent of
management’’, including a $100,000
maximum direct and indirect
compensation threshold. The proposal
would increase this compensation
threshold to $120,000.
The FDIC does not have the data
necessary to estimate the number of
potential directors of IDI audit
committees that this update would
affect.
The proposal would also adjust most
dollar thresholds in part 363 under the
indexing methodology.98 The FDIC does
not have the information necessary to
precisely estimate the number of IDIs
that would be affected by the ongoing
adjustments to these dollar thresholds
as a result of future changes in inflation.
However, since the proposed rule would
more closely align these dollar
thresholds with their real values over
time, the FDIC believes that it would
mitigate unintended changes in the
volume of covered IDIs in future
periods.

6. Part 380
As discussed above, 12 CFR 380.13
provides a definition of ‘‘substantial
loss’’ in the context of restrictions on
the sale of failed financial company
assets. A person may not acquire any
assets of a covered financial company
from the FDIC if the person or
associated person has participated, as an
officer or director of a covered financial
company or of an affiliate of a covered
financial company, in a material way in
one or more transaction(s) that caused a
substantial loss to that covered financial
company.99 Section 380.13(b)(6) defines
‘‘substantial loss’’ using a threshold of
greater than $50,000 in losses, unpaid
final judgments, delinquent obligations,
or deficiency balance following a
foreclosure. The proposed rule would
update the greater than $50,000
threshold to greater than $100,000.
The FDIC lacks data on the number of
persons who would submit PECs if the
proposed thresholds defining
substantial losses were increased to
greater than $100,000. To estimate the
number of persons who would be
affected by the proposed rule, the FDIC
uses internal information and analysis
of the expected annual number of PEC
submissions for these persons.100 From
this analysis, the FDIC estimates
approximately 66 PEC submissions
annually from covered persons. The
FDIC does not have the data to estimate
the number of unique entities that
would submit PECs from this analysis.
Therefore, the FDIC conservatively

estimates that each PEC is submitted by
a unique entity.
The 100-percent proposed increase in
the thresholds would likely decrease the
number of persons subject to the
restrictions in part 380. Given the 100percent increase in the threshold the
FDIC assumes a corresponding 100percent increase (rounded to the nearest
whole number of persons) 101 in the
estimated number of persons that would
be expected to submit PECs under 12
CFR 380.13(f). This results in an
estimated 132 entities that would need
to submit under the proposed rule, an
increase of 66 from the current rule.
The proposed rule would also adjust
the dollar thresholds in part 380 in
future periods using an indexing
methodology. The FDIC does not have
the information necessary to precisely
estimate the number of entities that
would be affected by future adjustments
to these dollar thresholds as a result of
future changes in inflation. However,
since the proposed rule would more
closely align these dollar thresholds
with their real values over time, the
FDIC believes that it would mitigate
unintended changes in the volume of
covered entities in future periods.
Summary of the Scope of Affected
Entities
The following table summarizes the
FDIC’s preliminary estimates of the
scope of entities affected by the
proposed changes in this document.

TABLE 2—SUMMARY OF ESTIMATED CHANGES IN THE NUMBER OF COVERED ENTITIES
Preliminary
recommended
threshold

Estimated
preliminary
number of
covered
entities

Change in
number of
covered
entities
(proposed
minus
current) **

FDIC regulation

Section

Current threshold

Part 303—Filing Procedures
Part 335—Securities of
Nonmember Banks and
State Savings Associations.
Part 340—Restrictions on
Sale of Assets of a Failed
Institution by the FDIC.
Part 347—International
Banking.

303.227 ...........................
335.801 ...........................

$2,500/$1,000 .....................
>10% of the equity capital
accounts or $5 million.

55
9

$3,500/$1,225 .....................
>10% of the equity capital
accounts or $10 million.

43 to 33 ......
9 .................

¥12 to ¥22.*
0.*

340.2 ...............................

>$50,000 losses, delinquent
obligations, unpaid balances or judgments.
$60 million; 25% of bank’s
Tier 1 capital.
$30 million; 5% of bank’s
Tier 1 capital.
$500 million or more ...........
$1 billion or more ................
$1 billion or more ................
Less than $1 billion .............

140

280 .............

140.*

5

>$100,000 losses, delinquent obligations, unpaid
balances or judgments.
$120 million .........................

5 .................

0.*

5

$60 million ...........................

5 .................

0.*

1,819
1,045
1,045
3,426

$1 billion ..............................
$5 billion ..............................
$5 billion ..............................
Less than $5 billion .............

1,045 ..........
293 .............
293 .............
4,178 ..........

¥774.
¥752.
¥752.
752.*

347.111 ...........................
347.111 ...........................

Part 363—Annual Independent Audits and Reporting Requirements.
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Estimated
current
number of
covered
entities

363.1 ...............................
363.2(b)(3) ......................
363.3 ...............................
363.4(a)(2) and (c)(3) .....

98 As discussed above, the dollar value threshold
under 12 CFR part 363, appendix A, paragraph
28(b)(4), pertaining to independence of
management would not be periodically adjusted for
inflation under the proposal. This threshold was
initially adopted to follow the parallel threshold
under the listing standards of national securities
exchanges. Therefore, the revision under the
proposal to increase this threshold from $100,000

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to $120,000 would bring it into alignment with
these parallel thresholds. See Nasdaq Stock Market
Rules, Rule 5605(a)(2), ‘‘Definition of
Independence;’’ New York Stock Exchange Listed
Company Manual, section 303A.02(b)(ii),
‘‘Independence Tests.’’
99 Additional qualitative criteria are available in
the regulation.

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100 See Office of Management and Budget,
Information Collection List, Covered Financial
Company Asset Sales Prospective Purchaser
Eligibility Certification, available at https://
www.reginfo.gov/public/do/PRAICList?ref_
nbr=202311-3064-003.
101 ($100,000¥$50,000)/$50,000 = 100 percent.

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TABLE 2—SUMMARY OF ESTIMATED CHANGES IN THE NUMBER OF COVERED ENTITIES—Continued

FDIC regulation

Part 380—Restrictions on
Sale of Assets of a Failed
Financial Company by the
FDIC.

Estimated
current
number of
covered
entities

Section

Current threshold

363.5 ...............................

$500 million or more but
less than $1 billion.
$1 billion or more ................
More than $3 billion ............
$100,000 .............................
>$50,000 losses, delinquent
obligations, unpaid balances or judgments.

363.5 ...............................
363.5 ...............................
Guideline 28(b)(4) ..........
380.13 .............................

774
1,045
426
1,819
66

Preliminary
recommended
threshold

$1 billion but less than $5
billion.
$5 billion ..............................
More than $5 billion ............
$120,000 .............................
>$100,000 losses, delinquent obligations, unpaid
balances or judgments.

Estimated
preliminary
number of
covered
entities

Change in
number of
covered
entities
(proposed
minus
current) **

752 .............

¥22.

293 .............
293 .............
1,819 ..........
132 .............

¥752.
¥133.
0.*
66.*

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* The FDIC does not have the data necessary to identify the exact number of entities affected by this threshold adjustment.
** In the final column (Change in number of covered entities), positive values represent an increase in the number of covered entities attributable to the proposed
thresholds and negative values represent a decrease in the number of covered entities.
Source: FDIC calculations.

C. Costs and Benefits of the Proposal
The amendments in this proposal
would be expected to improve the
alignment between the risks intended to
be addressed by a regulation and the
covered institutions to which it applies.
This enhanced alignment would likely
generate positive net benefits overall by
ensuring that smaller institutions would
not be unduly burdened by regulations
meant to apply to larger institutions.
If the set of institutions posing
elevated risks has evolved since the
regulation’s enactment, then
preservation of the real value of the
thresholds through an inflation-based or
other amendment may or may not be
beneficial. For example, if risk profiles
of institutions evolved since a
regulation’s enactment such that a
broader set of institutions belonged in a
higher risk category, then inflationinduced scoping in of these institutions
may be inappropriately capturing the
relevant risk. However, in that case, it
would likely be appropriate for the FDIC
to reevaluate the threshold and
regulation more broadly, rather than
continuing to rely on unadjusted
threshold levels.
More generally, the proposal’s
benefits for institutions that were
covered under one or more of the
regulations’ current thresholds but not
covered under the proposed thresholds
may be approximately equal to the costsavings from reduced compliance costs
under the current thresholds, along with
increased lending and economic activity
resulting from lower compliance costs.
The proposal’s costs to these
institutions, and to the banking industry
and broader financial system, may be a
reduction in safety and soundness.
However, since the proposed rule would
more closely align dollar thresholds
with their real values over time, the
impact on safety and soundness of

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realigning these thresholds is expected
to be negligible and outweighed by the
broader benefits of this proposal.
Institutions that move from out-ofscope to within scope (or vice versa) of
a particular regulation due to the
proposed threshold adjustments may
incur some short-term additional costs
associated with transitioning or
adjusting their internal systems,
policies, and procedures to comply with
the associated regulation. The FDIC
does not have the information necessary
to be able to estimate these costs, but
expects them to be relatively minor.
The FDIC has identified certain costs
and benefits associated with specific
threshold adjustments, as described
below.
Question 30: Do the benefits of
amending the thresholds as proposed
outweigh any costs associated with how
they will be updated or adjusted in the
future to reflect inflation? To what
extent do longstanding thresholds
contribute to predictability of their
application? Would altering thresholds
contribute to confusion or burden
associated with understanding their
revised application? Would considering
only one approach, to either update
thresholds or adjust them according to
the proposed indexing methodology,
alleviate any of these costs?
1. Part 303
For IDIs submitting applications
under section 19 of the FDI Act, the
threshold adjustments for the de
minimis exceptions under 12 CFR
303.227 likely would result in a
reduction of section 19 applications. To
the extent that IDIs who would have had
to file section 19 applications for certain
individuals as part of their hiring
processes under the current rule no
longer have to do so, they may realize
some cost savings. As previously
discussed, the FDIC estimates that the

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update to the dollar threshold for the de
minimis exceptions under 12 CFR
303.227 would reduce annual section 19
applications by 12 to 22. Therefore, the
FDIC believes that the aggregate costs
savings would be relatively minor.
Additionally, the proposed threshold
adjustments for section 19 may allow
IDIs a greater degree of flexibility in
hiring new employees. The FDIC does
not have the data necessary to
determine the effect of the proposed
rule on this potential increase in
flexibility, but expects that such
increases also would be relatively
minor.
2. Part 335
For IDIs that are subject to the
requirements under the 1934 Securities
Exchange Act and need to make
additional disclosures related to loans to
insiders under 12 CFR 335.801, the
proposed threshold update for
‘‘material’’ disclosures of indebtedness
of management from $5 million in the
current rule to $10 million would likely
benefit affected IDIs by reducing the
number of ‘‘material’’ disclosures of
indebtedness of management that these
IDIs need to make. The FDIC does not
have the data necessary to estimate the
exact number of disclosures that may be
affected from this change. However, as
discussed above, the FDIC estimates that
nine IDIs could be directly affected by
this aspect of the proposed rule.
Therefore, the FDIC believes that any
associated cost savings would be
relatively minor.
3. Part 340
As discussed above, the units of
analysis for part 340 are persons
(individuals and entities) interested in
acquiring assets of failed institutions
under FDIC receivership or
conservatorship. The FDIC does not

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
have data on the direct effects of the
proposed changes in thresholds for
substantial losses on the precise number
of persons that would engage in bidding
to purchase assets of failed institutions,
although, as stated above, the FDIC
estimates an approximately 100 percent
increase in PEC340 submissions under
the proposed rule.102 The FDIC
anticipates two potential effects. First,
the increased thresholds would likely
reduce the number of persons that are
subject to restrictions, resulting in more
potential bidders for the assets of failed
institutions. This expected effect could
increase the prices of the assets sold,
relative to a market with fewer bidders
(under current thresholds). Second, any
increase in the prices of assets sold
would benefit the health of the Deposit
Insurance Fund by allowing the FDIC to
more quickly recover any losses
attributable to the failure of an
institution.
4. Part 347
For IDIs that own or have an equity
interest in foreign organizations that
underwrite, deal, or distribute equity
securities outside the U.S., the threshold
adjustments to increase (1) the aggregate
underwriting commitments from $60
million in the current rule to $120
million in the proposed rule and (2)
equity securities held for distribution
and dealing from $30 million in the
current rule to $60 million in the
proposed rule may increase the volume
and/or amount of such transactions. To
the extent that an IDI engages in such
transactions, it may realize benefits from
the threshold amendments under the
proposal, including potentially being
more competitive with foreign banks
and other entities. The FDIC does not
have the data necessary to estimate the
extent to which these IDI engage in such
transactions. However, IDIs that
increase their participation in these
transactions may experience costs
associated with complying with new or
additional requirements under foreign
financial regulatory frameworks. The
FDIC does not have the data necessary
to estimate such costs, but expects that
they would be modest relative to the
potential benefits.

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5. Part 363
The proposal would update the
thresholds in part 363 pertaining to
external audits and other requirements.
For IDIs that are subject to the external
audit requirements found in part 363,
102 The PECs associated with part 340 do not
include information on the amounts of financial
losses incurred by an applicant or associated
financial institution.

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the broad threshold amendments
described above would reduce the
number of IDIs that would be subject to
the general external audit requirements
in part 363, as well as the number of
IDIs that would be subject to the
additional requirements for larger
institutions. These institutions would
realize some degree of cost savings
associated with some of these reduced
requirements, though these savings
would vary based on the characteristics
of the institution.
The proposal would also revise a
dollar threshold in guidelines found in
part 363, appendix A, paragraph
28(b)(4), which describe criteria to
determine if an outside director is
‘‘independent of management.’’ Because
the proposal would increase the
threshold for general applicability of
part 363 from $500 million in assets to
$1 billion, fewer IDIs would
correspondingly need to comply with
these guidelines because fewer IDIs are
subject to requirements to create audit
committees. Thus, IDIs scoped out of
part 363 under the proposed rule may
see some cost savings associated with
not having to determine if members of
audit committees are independent of
management.
The FDIC is also proposing to increase
the $100,000 compensation threshold
under part 363 related to the
determination of whether a director is
considered ‘‘independent of
management.’’ For the IDIs that still
comply with this guideline, the revision
of this threshold from $100,000 to a
proposed $120,000 might allow IDIs to
find directors for their audit committees
sooner and could reduce costs and
burdens associated with the audit
committee formation process. The FDIC
does not have the data necessary to
estimate the extent of these potential
cost savings, but expects them to be
relatively modest.
The FDIC does not expect these cost
savings to be outweighed by any
significant increase in the risk profile of
IDIs generally or the expected losses to
the Deposit Insurance Fund. As
discussed above, the largest IDIs would
see no change in requirements.
Preserving the level of these thresholds
in real terms would reduce compliance
burden at smaller institutions related to
extensive data gathering,
documentation, and review. Further,
smaller institutions typically operate
with fewer personnel than larger
institutions, which can divert resources
and add to the burden borne by smaller
community institutions in complying
with part 363. Additionally, burdens
associated with complying with audit
committee composition requirements

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35467

can be challenging for smaller
community institutions, especially in
rural areas, whereby it can be difficult
to recruit qualified, independent board
members who meet the criteria
described in part 363. For covered
institutions that are required to comply
with ICFR requirements, these
compliance costs and resource
constraints can be regressive, falling
more heavily on smaller institutions.
Accordingly, for smaller IDIs, the shift
in requirements is intended to address
significant reporting and recordkeeping
compliance burdens—such as those
associated with complying with the
audit committee requirements—and to
improve regulatory tailoring based on
institutions’ sizes and risk profiles. Due
to the tailored and measured approach
taken to the adjustment of thresholds
contained in part 363, the FDIC does not
believe these changes would
significantly increase risk to the Deposit
Insurance Fund.
6. Part 380
As discussed above, the units of
analysis for part 380 are persons
(individuals and entities) interested in
acquiring assets of covered financial
companies under FDIC receivership.
The FDIC does not have data on the
direct effects of the proposed changes in
thresholds for substantial losses on the
number of persons that would engage in
bidding to purchase assets of covered
financial companies, although, as stated
above, the FDIC estimates an
approximately 100 percent increase in
PEC380 submissions under the
proposed rule. However, the FDIC
anticipates the increased thresholds
would likely reduce the number of
persons that are subject to restrictions,
resulting in more potential bidders for
covered financial companies’ assets
liquidated by the FDIC. This expected
effect could benefit the health of the
Deposit Insurance Fund by increasing
the prices of the assets sold, relative to
a market with fewer bidders (under
current thresholds).
V. Administrative Law Matters
A. The Paperwork Reduction Act
The Paperwork Reduction Act of 1995
(PRA) 103 states that no agency may
conduct or sponsor, nor is the
respondent required to respond to, an
information collection unless it displays
a currently valid Office of Budget and
Management (OMB) control number.
The FDIC reviewed the proposed rule
and determined that it would revise
certain information collection requests
103 44

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previously cleared by OMB under the
following OMB Control Nos.:
1. 3064–0018: Application Pursuant to
Section 19 of the Federal Deposit
Insurance Act
2. 3064–0030: Securities of State
Nonmember Banks and State
Savings Associations
3. 3064–0113: External Audits
4. 3064–0194: Covered Financial
Company Asset Purchaser
Eligibility Certification
The FDIC will submit the proposed
revisions to these information
collections to OMB for review under
section 3507(d) of the PRA 104 and 5
CFR 1320.11 of the OMB’s
implementing regulations.105 Comments
are invited on:
(a) Whether the revisions to existing
collections of information are necessary
for the proper performance of the FDIC’s
functions, including whether the
information has practical utility;
(b) The accuracy of the estimate of the
burden of the information collections,
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
the information collections on
respondents, including through the use
of automated collection techniques or
other forms of information technology;
and
(e) Estimates of capital or start-up
costs and costs of operation,
maintenance, and purchase of services
to provide information.
All comments will become a matter of
public record. Comments on the
collection of information should be sent
to the address listed in the ADDRESSES
section of this document. A copy of the
comments may also be submitted to the
OMB desk officer by mail to U.S. Office

of Management and Budget, 725 17th
Street NW, #10235, Washington, DC
20503.
Proposed Revisions to Existing
Information Collections
Title of Information Collection:
Application Pursuant to Section 19 of
the Federal Deposit Insurance Act.
OMB Number: 3064–0018.
Affected Public: Insured depository
institutions and individuals.
Current Actions: The proposed rule
would revise the currently-approved
information collection as follows:
The proposed rule would raise the
threshold for certain offenses under
which no application to the FDIC under
section 19 of the FDI Act is required. By
raising the dollar threshold for the de
minimis exception, the proposed rule
would decrease the number of
respondents submitting applications to
the FDIC. Based on the proposed rule as
well as historical data, the FDIC
estimates a decrease from 43
respondents to 21 respondents, resulting
in a total annual burden for OMB No.
3064–0018 of 336 hours, a decrease of
352 hours.106
Title of Information Collection:
Securities of State Nonmember Banks
and State Savings Associations.
OMB Number: 3064–0030.
Affected Public: Insured State
nonmember banks and State savings
associations.
Current Actions: The proposed rule
would revise the currently-approved
information collection as follows:
The proposed rule would raise the
thresholds for disclosure requirements
for extensions of credit to insiders from
in excess of 10 percent of the capital
account of an institution or $5 million,
whichever is less, to 10 percent of the
capital account of an institution or $10
million. Raising this threshold would
decrease the total information the FDIC

requests from the affected respondents;
therefore, it would be a substantive
modification to the previously approved
information collection titled ‘‘14A Proxy
Statements.’’ As such, the FDIC is
required to submit the information
collection for review and approval by
OMB.107 However, based on available
historical data, similar reporting
requirements imposed by the SEC, and
the FDIC’s supervisory experience and
expertise, the FDIC does not anticipate
a change in the burden estimates for this
information collection.
Title of Information Collection:
External Audits.
OMB Number: 3064–0113.
Affected Public: All insured financial
institutions with total assets of $1
billion or more and other insured
financial institutions with total assets of
less than $1 billion that voluntarily
choose to comply.
Current Actions: The proposed rule
would revise the currently-approved
information collection as follows:
The proposed rule would raise several
thresholds in part 363. It would raise
the general applicability thresholds
from $500 million to $1 billion, the
ICFR asset threshold from $1 billion to
$5 billion, and thresholds related to
audit committee composition generally
from $500 million to $1 billion, and
from $1 billion and $3 billion to $5
billion. By raising the thresholds in part
363, the proposed rule would change
several existing information collections
under OMB Control No. 3064–0113 by
changing the number of respondents or
changing the reporting requirements.
Accordingly, the FDIC would revise the
categories of the existing information
collections to better align with proposed
rule’s updated thresholds. The updated
burden estimates and the information
collection categories are as follows:

TABLE 1—SUMMARY OF ESTIMATED ANNUAL BURDEN
[OMB No. 3064–0113]
Information collection (IC)
(obligation to respond)

Type of burden
(frequency of response)

Number of
responses per
respondent

Number of
respondents

Average time
per response
(HH:MM)

Annual
burden
(hours)

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Institutions with $10 billion or More in Total Consolidated Assets
1.
2.
3.
4.
5.
6.
7.
8.

Annual Report, 12 CFR part 363 (Mandatory) ........................................
Annual Report, 12 CFR part 363 (Mandatory) ........................................
Audit Committee Composition, 12 CFR part 363 (Mandatory) ...............
Audit Committee Composition, 12 CFR part 363 (Mandatory) ...............
Filing of Other Reports, 12 CFR part 363 (Mandatory) ..........................
Filing of Other Reports, 12 CFR part 363 (Mandatory) ..........................
Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ..........
Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ..........

104 44
105 5

U.S.C. 3507(d).
CFR 1320.11.

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Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............

106 FDIC Application Pursuant to Section 19 of
the Federal Deposit Insurance Act, OMB No. 3064–

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160
160
160
160
160
160
40
40

1
1
1
1
1
1
1
1

150:00
150:00
03:00
03:00
00:08
00:08
00:15
00:15

24,000
24,000
480
480
21
21
2
2

0018, available at https://www.reginfo.gov/public/
do/PRAViewICR?ref_nbr=202407-3064-005.
107 5 CFR 1320.5(g).

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TABLE 1—SUMMARY OF ESTIMATED ANNUAL BURDEN—Continued
[OMB No. 3064–0113]
Information collection (IC)
(obligation to respond)

Type of burden
(frequency of response)

Number of
responses per
respondent

Number of
respondents

Average time
per response
(HH:MM)

Annual
burden
(hours)

Institutions with $5 billion to less than $10 billion in Total Consolidated Assets
9. Annual Report, 12 CFR part 363 (Mandatory) ........................................
10. Annual Report, 12 CFR part 363 (Mandatory) ......................................
11. Audit Committee Composition, 12 CFR part 363 (Mandatory) .............
12. Audit Committee Composition, 12 CFR part 363 (Mandatory) .............
13. Filing of Other Reports, 12 CFR part 363 (Mandatory) ........................
14. Filing of Other Reports, 12 CFR part 363 (Mandatory) ........................
15. Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ........
16. Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ........

Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............

133
133
133
133
133
133
33
33

1
1
1
1
1
1
1
1

125:00
125:00
03:00
03:00
00:08
00:08
00:15
00:15

16,625
16,625
399
399
18
18
8
8

1
1
1
1
1
1
1
1

12:30
12:30
01:00
01:00
00:08
00:08
00:15
00:15

9,400
9,400
752
752
100
100
47
47

Institutions with $1 billion to less than $5 billion in Total Consolidated Assets
17.
18.
19.
20.
21.
22.
23.
24.

Annual Report, 12 CFR part 363 (Mandatory) ......................................
Annual Report, 12 CFR part 363 (Mandatory) ......................................
Audit Committee Composition, 12 CFR part 363 (Mandatory) .............
Audit Committee Composition, 12 CFR part 363 (Mandatory) .............
Filing of Other Reports, 12 CFR part 363 (Mandatory) ........................
Filing of Other Reports, 12 CFR part 363 (Mandatory) ........................
Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ........
Notice of Change in Accountants, 12 CFR part 363 (Mandatory) ........

Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............
Recordkeeping (Annual) .....
Reporting (Annual) .............

752
752
752
752
752
752
188
188

Institutions with less than $1 billion of Total Consolidated Assets
25. Filing of Other Reports, 12 CFR part 363 (Voluntary) ..........................
26. Filing of Other Reports, 12 CFR part 363 (Voluntary) ..........................

Recordkeeping (Annual) .....
Reporting (Annual) .............

3,426
3,426

1
2

00:15
00:15

857
1,713

Total Annual Burden (Hours) ................................................................

.............................................

......................

........................

........................

106,290

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Source: FDIC.
Note: The estimated annual IC time burden is the product, rounded to the nearest hour, of the estimated annual number of responses and the estimated time per
response for a given IC. The estimated annual number of responses is the product, rounded to the nearest whole number, of the estimated annual number of respondents and the estimated annual number of responses per respondent. This methodology ensures the estimated annual burdens in the table are consistent with
the values recorded in OMB’s consolidated information system.

Based on the proposed rule, the FDIC
estimates a total annual burden for OMB
Control No. 3064–0113 of 106,290
hours, resulting in a burden decrease of
31,924 hours from the most recent PRA
renewal.108
Title of Information Collection:
Covered Financial Company Asset Sales
Purchaser Eligibility Certification.
OMB Number: 3064–0194.
Affected Public: Any individual or
entity that is a potential purchaser of
assets from (1) the FDIC as receiver for
a Covered Financial Company (CFC); or
(2) a bridge financial company (BFC)
that requires the approval of the FDIC,
as receiver for the predecessor CFC and
as the sole shareholder of the BFC (e.g.,
the BFC’s sale of a significant business
line).
Current Actions: The proposed rule
would revise the currently-approved
information collection as follows:
The proposed rule would revise the
‘‘substantial loss’’ threshold in 12 CFR
380.13 by raising the existing threshold
from $50,000 to $100,000. Raising this
threshold would decrease the total
information the FDIC requests from the
affected respondents; therefore, it would
be a substantive modification to the
108 FDIC External Audits, OMB No. 3064–0113,
available at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202207-3064-004.

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previously approved information
collection titled ‘‘Covered Financial
Company Asset Sales Purchaser
Eligibility Certification.’’ 109 As such,
the FDIC is required to submit the
information collection for review and
approval by OMB.110 The FDIC does not
anticipate a change in the burden
estimates for this information collection.
This determination is based on the FDIC
supervisory experience and analysis of
prospective respondents.
B. Regulatory Flexibility Act Analysis
The Regulatory Flexibility Act (RFA)
generally requires an agency, in
connection with a proposed rule, to
prepare and make available for public
comment an initial regulatory flexibility
analysis that describes the impact of the
proposed rule on small entities.111
However, an initial regulatory flexibility
analysis is not required if the agency
certifies that the proposed rule will not,
if promulgated, have a significant
economic impact on a substantial
number of small entities. The Small
Business Administration (SBA) has
109 FDIC Covered Financial Company Asset
Purchaser Eligibility Certification, OMB No. 3064–
0194, available at https://www.reginfo.gov/public/
do/PRAViewICR?ref_nbr=202311-3064-003.
110 See supra fn. 104.
111 5 U.S.C. 601 et seq.

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defined ‘‘small entities’’ to include
banking organizations with total assets
of less than or equal to $850 million.112
Generally, the FDIC considers a
significant economic impact to be a
quantified effect in excess of 5 percent
of total annual salaries and benefits or
2.5 percent of total noninterest
expenses. The FDIC believes that effects
in excess of one or more of these
thresholds typically represent
significant economic impacts for FDICinsured institutions.
To estimate the expected effects of the
proposed rule, this analysis considers
all relevant regulations and guidance
applicable to these institutions, as well
as information on the financial
condition of all IDIs as of the quarter
ending March 31, 2025.

112 The SBA defines a small banking organization
as having $850 million or less in assets and
determines an organization’s assets by averaging the
assets reported on its four quarterly financial
statements for the preceding year. See 13 CFR
121.201 (as amended by 87 FR 69118, effective
December 19, 2022). Following these regulations,
the FDIC uses an insured depository institution’s
affiliated and acquired assets, averaged over the
preceding four quarters, to determine whether the
insured depository institution is ‘‘small’’ for the
purposes of the RFA.

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Part 303
As previously discussed, 12 CFR
303.227 discusses the criteria for de
minimis exemptions for purposes of
section 19 of the FDI Act. These criteria
include $2,500 and $1,000 thresholds
for certain offenses that are exempt from
the requirements to submit a section 19
application to the FDIC. The proposed
rule would adjust these thresholds from
$2,500 and $1,000 to $3,500 and $1,225,
respectively.
To estimate the number of small,
FDIC-insured institutions that could be
affected by this change in the proposed
rule, the FDIC used the historical annual
number of institutions that have
submitted a section 19 application. Over
the six-year period ending on March 31,
2025, the FDIC received 328
applications under section 19, or
approximately 55 applications annually.
Section 19 applications can be
submitted by individuals as well as IDIs.
The FDIC does not have the information
necessary to attribute each application
submitted by an individual under
section 19 made over this period to a
particular IDI. Accordingly, for the
purposes of this analysis the FDIC
conservatively estimates that each
section 19 application is submitted by a
unique IDI.
An increase in these de minimis
thresholds would increase the number
of persons subject to the exemptions in
12 CFR 303.227. Given the 40 percent
increase in the general de minimis
threshold of $2,500 to $3,500 and the
22.5 percent increase in the de minimis
threshold for small-dollar theft of $1,000
to $1,225, the FDIC assumes a
corresponding decrease of between 22.5
percent and 40 percent in the estimated
number of submissions under section
19. Therefore, the FDIC estimates that
the proposed rule could reduce the
annual number of IDIs submitting
section 19 applications from 55 to
between 43 and 33 IDIs (rounded to the
nearest IDI).113
Using Call Report data from March 31,
2025, the FDIC estimates that
approximately 70 percent of all IDIs are
classified as ‘‘small.’’ 114 Therefore, the
FDIC estimates that the change in this
threshold could reduce the number of
small IDIs submitting section 19
applications from 39 to between 30 and
113 55 IDIs estimated under the current rule. A
22.5-percent reduction, corresponding to an
increase in the de minimis small-dollar theft
threshold from $1,000 to $1,225, would result in 43
IDIs estimated under the proposal. A 40-percent
reduction, corresponding to an increase in the
general de minimis exemption threshold from
$2,500 to $3,500, would result in 33 IDIs estimated
under the proposal.
114 FDIC Call Report Data, March 31, 2025.

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23 IDIs (rounded to the nearest IDI), a
decrease of between 9 and 16 IDIs.115
The FDIC estimates that each section 19
application takes approximately 16
hours to complete.116 Using a wage rate
of $104.43/hour,117 the FDIC estimates
that the proposed rule would result in
between $15,037.92 and $26,734.08 in
total annual cost savings for these 9 to
16 affected small IDIs, or approximately
$1,670.88 in annual cost savings to each
small IDI that would no longer need to
file a section 19 application as a result
of the proposed rule. As discussed
above, the FDIC estimates between 9
and 16 small IDIs would be affected by
this change. Given the small number of
affected small entities and the relatively
minor amount of cost savings, the FDIC
believes that the changes in thresholds
for these provisions would be likely to
have small effects on small IDIs.
Part 335
Section 335.801 provides a materiality
threshold for disclosures related to
extensions of credit to insiders. Under
this section, extensions of credit to such
individuals that are in excess of 10
percent of the equity capital accounts of
the bank or State savings association or
$5 million, whichever is less, shall be
deemed material and shall be disclosed
in addition to any other required
disclosure. The proposed rule would
revise the $5 million threshold to $10
million.
To estimate the number of small
FDIC-supervised institutions that could
be affected by this change in the
proposed rule, the FDIC identified nine
IDIs 118 that are subject to the
requirements under the 1934 Securities
Exchange Act and are required to make
115 55 Section 19 applications from unique IDIs *
70 percent of all IDIs classified as ‘‘small’’ ≈ 39
small IDIs. A 22.5-percent reduction, corresponding
to an increase in the de minimis small-dollar theft
threshold from $1,000 to $1,225, would result in 30
‘‘small’’ IDIs estimated under the proposal. A 40percent reduction, corresponding to an increase in
the general de minimis exemption threshold from
$2,500 to $3,500, would result in 23 ‘‘small’’ IDIs
estimated under the proposal.
116 Information collection request ICR 3064–0018
at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202407-3064-005.
117 Bureau of Labor Statistics: ‘National IndustrySpecific Occupational Employment and Wage
Estimates: Industry: Credit Intermediation and
Related Activities (5221 and 5223 only)’ (May
2024), Employer Cost of Employee Compensation
(March 2024), and Employment Cost Index (March
2024 and March 2025). For this ICR, the FDIC
estimated the following labor allocation for entities
complying with these requirements: Executives and
Managers (11–0000): 10 percent; Lawyers (23–
0000): 20 percent; Compliance Officers (13–1040):
60 percent; and Clerical Workers (43–0000): 10
percent.
118 See https://www.fdic.gov/analysis/list-fdicsupervised-banks-filing-under-securities-exchangeact for the list of IDIs.

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additional disclosures related to loans to
insiders (by virtue of being traded on a
national exchange or having more than
2,000 shareholders of record and $10
million in assets). For the purposes of
this analysis, the FDIC conservatively
estimates that nine FDIC-supervised
IDIs may be affected by the threshold
adjustments in part 335 under the
proposed rule. Of these nine IDIs, one
is classified as ‘‘small.’’ Given the small
number of affected small entities, the
fact that the requirement to issue these
disclosures would still exist under the
proposed rule, and that these
disclosures would still be issued via
proxy statements under the proposed
rule, the FDIC does not believe that the
change in this threshold would have a
significant effect on small entities.
Part 340
Section 340.4 relates to the definition
of ‘‘substantial loss’’ in the context of
restrictions on the sale of failed bank
assets. A person may not acquire any
assets of a failed institution from the
FDIC if the person or associated person
has participated, as an officer or director
of a failed institution or of an affiliate
of a failed institution, in a material way
in one or more transaction(s) that
caused a substantial loss to that failed
institution.119 Section 340.2 defines
‘‘substantial loss’’ using a threshold of
greater than $50,000 in losses, unpaid
final judgments, delinquent obligations,
or deficiency balance following a
foreclosure. The proposed rule would
revise the greater than $50,000
threshold to greater than $100,000.
To estimate the number of small
institutions that could be affected by
this change in the proposed rule, the
FDIC analyzed historical trends for
annual part 340 Purchaser Eligibility
Certification (PEC340) submissions,
based on information from 2019 through
2023. From this analysis, the FDIC
estimates approximately 140 PEC340
submissions annually from individuals
or entities. The FDIC does not have the
data to estimate the number of unique
entities that would submit a PEC;
therefore, the FDIC conservatively
estimates that each PEC340 is submitted
by a unique entity.
An increase in the thresholds would
decrease the number of persons subject
to the restrictions of part 340 by
removing persons involved in
transactions resulting in losses of greater
than $50,000 to greater than $100,000.
Given the 100 percent increase in the
threshold, the FDIC assumes a
corresponding 100 percent increase
119 Additional qualitative criteria are available in
the regulation.

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Federal Register / Vol. 90, No. 142 / Monday, July 28, 2025 / Proposed Rules
(rounded to the nearest whole number
of persons) 120 in the estimated number
of persons that would be expected to
submit PECs under 12 CFR 340.7. This
results in an estimated 280 entities that
would submit under the proposed rule,
an increase of 140 from the current rule.
As discussed above, the FDIC
estimates that approximately 70 percent
of all IDIs are classified as ‘‘small.’’
Therefore, the FDIC estimates that, of
the estimated increase of 140 PECs
submitted under part 340 due to the
proposed rule, approximately 98 will be
submitted by ‘‘small’’ entities. Using
internal estimates and analysis of
PEC340 submissions from 2019 through
2023, the FDIC estimates that each PEC
under part 340 takes approximately 30
minutes to complete.121 Using a wage
rate of $164.65/hour,122 the FDIC
estimates that the 98 small entities
would incur approximately $8,067.85 in
additional annual costs, or
approximately $82.33 each, associated
with submitting PECs due to the
proposed rule. Given the small number
of affected small entities and the
relatively minor amount of costs
incurred, the FDIC believes that the
changes in thresholds for these
provisions would be likely to have small
effects on small, FDIC-supervised IDIs.
Part 347
Section 347.111 contains two
thresholds that would be adjusted under
the proposal. The first is for aggregate
underwriting commitment limits
applicable to foreign organizations held
by insured State nonmember banks,
which currently may not exceed the
lesser of $60 million or 25 percent of the
bank’s Tier 1 capital. The proposal
would increase the current $60 million
threshold to $120 million. The second
threshold in 12 CFR 347.111 is for
distribution and dealing limits
applicable to foreign organizations held
by insured State nonmember banks,
which currently may not exceed the
lesser of $30 million or 5 percent of the
bank’s Tier 1 capital. The proposal
would increase the current $30 million
threshold to $60 million.
120 ($100,000

¥ $50,000)/$50,000 = 100 percent.
collection request ICR 3064–0135
at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202111-3064-002.
122 Bureau of Labor Statistics: ‘National IndustrySpecific Occupational Employment and Wage
Estimates: Industry: Credit Intermediation and
Related Activities (5221 and 5223 only)’ (May
2024), Employer Cost of Employee Compensation
(March 2024), and Employment Cost Index (March
2024 and March 2025). For this ICR, the FDIC
estimated the following labor allocation for entities
complying with these requirements: Executives and
Managers (11–0000): 10 percent; and Purchasing
Managers (11–3060): 90 percent.

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121 Information

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To estimate the number of small
FDIC-supervised institutions that could
be affected by this change in the
proposed rule, the FDIC used NIC data
to identify the number of foreign entities
with a parent company that is an IDI.
From this data, the FDIC was able to
identify 31 IDIs with foreign
subsidiaries. Of these, five are State
nonmember banks and would be subject
to part 347. The FDIC does not have the
data necessary to: (1) estimate the
number of IDIs that would be subject to
these restrictions, and (2) understand
the business models of these IDIs and
their propensity to find and make
business deals that would be subject to
these restrictions under the current and
proposed rules. Therefore, the FDIC
conservatively estimates that all five
State nonmember banks would be
affected by these changes. Of these five,
none are classified as ‘‘small.’’
Therefore, the FDIC does not believe
that the change in this threshold would
have any effect on small entities.
Part 363
The proposed rule would make
several changes to the thresholds in part
363. Most of these—such as those
pertaining to management and the
independent accountant’s assessment of
the effectiveness of ICFR, as well as
certain independence and experience
requirements for members of audit
committees—do not affect small entities
because they are imposed on IDIs with
over $1 billion in total consolidated
assets. However, certain requirements
are having their asset size thresholds
adjusted from $500 million to $1 billion.
Specifically, the proposed rule would
amend the following thresholds that
may affect small entities:
(1) Section 363.1 imposes
requirements to conduct annual audits
of financial statements, submission of
communications, and other reports on
any IDI with respect to any fiscal year
in which its consolidated total assets as
of the beginning of such fiscal year are
$500 million or more. The proposed
rule would increase the current
threshold from $500 million to a
proposed $1 billion.
(2) Section 363.5(a)(2) requires that
each IDI with consolidated total assets
of $500 million or more but less than $1
billion must establish an independent
audit committee of its board of
directors, the members of which must
be outside directors, a majority of whom
must be independent of management of
the IDI. The proposed rule would
increase the current threshold from
$500 million to a proposed $1 billion.
These changes would, if adopted,
scope out ‘‘small’’ entities with between

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35471

$500 million and $1 billion in assets.
Using Call Report data as of March 31,
2025, there are 579 ‘‘small’’ IDIs with
between $500 million and $1 billion in
assets. These IDIs would all be scoped
out of part 363 under the proposal. The
FDIC estimates that, under the current
rule, IDIs with between $500 million
and $1 billion in assets would receive
approximately 28 hours in annual cost
savings per small IDI associated with
the requirements in part 363.123 Using a
wage rate of $100.18/hour,124 the FDIC
estimates that the proposed rule would
result in approximately $1.62 million in
cost savings for these 579 small entities,
or $2,800 for each small IDI.125
Therefore, the FDIC believes that the
changes in thresholds for these
provisions would be likely to have small
effects on small IDIs.
Part 380
As discussed above, 12 CFR 380.13
provides a definition of ‘‘substantial
loss’’ in the context of restrictions on
the sale of failed financial company
assets. A person may not acquire any
assets of a covered financial company
from the FDIC if the person or
associated person has participated, as an
officer or director of a covered financial
company or of an affiliate of a covered
financial company, in a material way in
one or more transaction(s) that caused a
substantial loss to that covered financial
company.126 Section 380.13(b)(6)
defines ‘‘substantial loss’’ using a
threshold of greater than $50,000 in
losses, unpaid final judgments,
delinquent obligations, or deficiency
balance following a foreclosure. The
proposed rule would revise the greater
than $50,000 threshold to greater than
$100,000.
The FDIC lacks data on the number of
entities who would submit PECs if the
proposed thresholds defining
substantial losses were increased to
greater than $100,000. To estimate the
number of small institutions that could
be affected by this change in the
123 Information collection request ICR 3064–0113
at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202207-3064-004.
124 Bureau of Labor Statistics: ‘National IndustrySpecific Occupational Employment and Wage
Estimates: Industry: Credit Intermediation and
Related Activities (5221 and 5223 only)’ (May
2024), Employer Cost of Employee Compensation
(March 2024), and Employment Cost Index (March
2024 and March 2025). See Table 2 of the FDIC’s
Supporting Statement at https://www.reginfo.gov/
public/do/PRAViewDocument?ref_nbr=2022073064-004 for information on the labor allocations
for this ICR.
125 (579 small IDIs * 28 hours in cost savings) =
16,212 hours in annual compliance cost savings.
16,212 hours * $100.18 per hour = $1,624,118.16.
126 Additional qualitative criteria are available in
the regulation.

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proposed rule, the FDIC uses internal
information and analysis of the
expected annual number of PEC
submissions for these persons.127 From
this analysis, the FDIC estimates
approximately 66 PEC submissions
annually from covered entities. The
FDIC does not have the data to estimate
the number of unique entities that
would submit PECs from this analysis.
Therefore, the FDIC conservatively
estimates that each PEC is submitted by
a unique entity.
The 100 percent proposed increase in
the thresholds would decrease the
number of persons subject to the
restrictions in part 380. Given the 100
percent increase in the threshold the
FDIC assumes a corresponding 100
percent increase (rounded to the nearest
whole number of persons) 128 in the
estimated number of persons that would
be expected to submit PECs under 12
CFR 380.13(f). This results in an
estimated 132 entities that would
submit under the proposed rule, an
increase of 66 from the current rule.
As discussed above, the FDIC
estimates that approximately 70 percent
of all IDIs are classified as ‘‘small.’’
Therefore, the FDIC estimates that, of
the estimated increase of 66 PECs
submitted under part 380 due to the
proposed rule, approximately 46 would
be submitted by ‘‘small’’ entities. Using
internal information and analysis of the
expected annual number of PEC
submissions, the FDIC estimates that
each PEC under part 380 takes
approximately 2.5 hours to complete.129
Using a wage rate of $112.73/hour,130
the FDIC estimates that the 46 small
entities would incur approximately
$12,963.95 in additional annual costs,
or approximately $281.83 each,
associated with submitting PECs due to
the proposed rule. Given the small
number of affected small entities and
the relatively minor amount of costs
incurred, the FDIC believes that the
changes in thresholds for these
127 Information collection request ICR 3064–0194
at https://www.reginfo.gov/public/do/
PRAICList?ref_nbr=202311-3064-003.
128 ($100,000 ¥ $50,000)/$50,000 = 100 percent.
129 Information collection request ICR 3064–0194
at https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202311-3064-003.
130 Bureau of Labor Statistics: ’National IndustrySpecific Occupational Employment and Wage
Estimates: Industry: Credit Intermediation and
Related Activities (5221 and 5223 only)’ (May
2024), Employer Cost of Employee Compensation
(March 2024), and Employment Cost Index (March
2024 and March 2025). For this ICR, the FDIC
estimated the following labor allocation for entities
complying with these requirements: Executives and
Managers (11–0000): 10 percent; Lawyers (23–
0000): 10 percent; Compliance Officers (13–1040):
10 percent; and Financial Analysts (13–2051): 70
percent.

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provisions would be likely to have small
effects on small, FDIC-supervised IDIs.
Summary of Effects on Small Entities
As of the quarter ending March 31,
2025, the FDIC insured 4,471
institutions, of which 3,130 are
considered ‘‘small’’ for the purposes of
the RFA. As of the same time period the
FDIC supervised 2,835 institutions, of
which 2,109 are considered ‘‘small’’ for
the purposes of the RFA. As previously
discussed, the threshold changes in
parts 303, 340, 363, and 380 were
estimated to directly affect between 9
and 16, 98, 579, and 46 small entities,
respectively. Further, the FDIC
estimates that the threshold changes in
parts 303, 340, 363, and 380 would
result in certain changes in compliance
costs for directly affected entities of
$1,670.88, $82.33, $2,800, and $281.83
per entity, per year, respectively. The
FDIC does not have the information
necessary to calculate cumulative
quantified effects of all of the threshold
changes in parts 303, 340, 363, and 380
for each directly affected small IDI.
However, conservatively assuming that
a small FDIC-supervised or FDICinsured IDI is affected by all of the
proposed changes described above, it
would receive cost savings of
approximately $4,106.72 annually.131
This amount exceeds 5 percent of total
annual salaries and benefits or 2.5
percent of total noninterest expenses at
just three small IDIs.132 Therefore, the
FDIC does not believe that the changes
in these thresholds would have a
significant economic effect on small
IDIs.
Finally, certain aspects of the
proposed rule—such as those pertaining
to section 19 and PEC applications
under parts 303, 340, and 380—may
affect individuals. The RFA applies to a
small entity, which is defined in 5
U.S.C. 601(6) as having ‘‘the same
meaning as the terms ‘small business’,
‘small organization’ and ‘small
governmental jurisdiction’ defined in
paragraphs (3), (4) and (5) of’’ 5 U.S.C.
601. As such, a rule or information
collection that affects only natural
persons does not affect any small
entities.
In light of the foregoing, the FDIC
certifies that the proposed rule would
not have a significant economic impact
on a substantial number of small
entities. Accordingly, an initial
regulatory flexibility analysis is not
required.
131 Approximately $4,470.88 in estimated annual
cost savings¥$364.16 in estimated annual costs =
$4,106.72.
132 FDIC Call Report data for the four-quarter
period from June 30, 2024, through March 31, 2025.

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The FDIC invites comments on all
aspects of the supporting information
provided in this RFA section. The FDIC
is particularly interested in comments
on any significant effects on small
entities that the agency has not
identified.
C. Plain Language
Section 722 of the Gramm-LeachBliley Act requires Federal banking
agencies to use plain language in all
proposed and final rules published after
January 1, 2000. The FDIC invites your
comments on how to make the proposed
rule easier to understand. For example:
• Has the FDIC organized the material
to suit your needs? If not, how could the
proposed rule be more clearly stated?
• Are the requirements in the
proposed rule clearly stated? If not, how
could the proposed rule be more clearly
stated?
• Does the proposed rule contain
language or jargon that is not clear? If
so, which language requires
clarification?
• Would a different format (groupings
and order of sections, use of headings,
paragraphing) make the proposed rule
easier to understand? If so, what
changes to the format would make the
proposed rule easier to understand?
• What else could the FDIC do to
make the proposed rule easier to
understand?
D. Riegle Community Development and
Regulatory Improvement Act of 1994
Section 302 of the Riegle Community
Development and Regulatory
Improvement Act of 1994 (RCDRIA)
requires that the Federal banking
agencies, including the FDIC, in
determining the effective date and
administrative compliance requirements
of new regulations that impose
additional reporting, disclosure, or other
requirements on IDIs, consider,
consistent with principles of safety and
soundness and the public interest, any
administrative burdens that such
regulations would place on depository
institutions, including small depository
institutions, and customers of
depository institutions, as well as the
benefit of such regulations.133 Subject to
certain exceptions, new regulations and
amendments to regulations prescribed
by a Federal banking agency that impose
additional reporting, disclosure, or other
new requirements on IDI shall take
effect on the first day of a calendar
quarter that begins on or after the date
on which the regulations are published
in final form.134 The requirements of
133 12
134 12

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U.S.C. 4802(a).
U.S.C. 4802(b).

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RCDRIA will be considered as part of
the overall rulemaking process, and the
FDIC invites comments that will further
inform its consideration of RCDRIA.
E. Executive Order 12866 and 13563
Under Executive Order 12866, as
affirmed and supplemented by
Executive Order 13563, ‘‘significant
regulatory actions’’ are subject to review
by the Office of Management and
Budget (OMB).
The FDIC has submitted this proposed
regulatory action to OMB for review.
OMB has determined this proposed
regulatory action is not a significant
regulatory action subject to further
review under section 3(f) of Executive
Order 12866.

The Providing Accountability
Through Transparency Act of 2023 135
requires that a notice of proposed
rulemaking includes the internet
address of a summary of not more than
100 words in length of a proposed rule,
in plain language, that shall be posted
on the internet website under section
206(d) of the E-Government Act of
2002.136 The proposal and the required
summary can be found at https://
www.fdic.gov/resources/regulations/
federal-register-publications/index.html.
List of Subjects
12 CFR Part 303

Accounting, Administrative practice
and procedure, Authority delegations
(Government agencies), Bank deposit
insurance, Banks, Banking, Brokers,
Confidential business information,
Credit, Foreign banking, Holding
companies, Insurance, Investments,
Reporting and recordkeeping
requirements, Savings associations,
Securities, Trusts and trustees.

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Banks, Banking, Reporting and
recordkeeping requirements.
135 12
136 44

U.S.C. 553(b)(4).
U.S.C 3501 note.

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Accounting, Administrative practice
and procedure, Banks, Banking,
Reporting and recordkeeping
requirements.
12 CFR Part 380
Brokers, Holding companies,
Insurance, Investments, Trusts and
trustees.
For the reasons set forth in the
preamble, the Board of Directors of the
Federal Deposit Insurance Corporation
proposes to add part 314 and amend
parts 303, 335, 340, 347, 363, and 380
as follows:
PART 303—FILING PROCEDURES
1. The authority citation for part 303
continues to read as follows:

■

Authority: 12 U.S.C. 378, 1464, 1813, 1815,
1817, 1818, 1819(a) (Seventh and Tenth),
1820, 1823, 1828, 1829, 1831a, 1831e, 1831o,
1831p–1, 1831w, 1835a, 1843(l), 3104, 3105,
3108, 3207, 5414, 5415, and 15 U.S.C. 1601–
1607.
[Amended]

2. In § 303.227(a)(2), remove ‘‘$2,500’’
and add in its place ‘‘$3,500, as adjusted
from time to time in accordance with 12
CFR 314.1,’’.
■ 3. In § 303.227(b)(3)(i), remove
‘‘$1,000’’ and add in its place ‘‘$1,225,
as adjusted from time to time in
accordance with 12 CFR 314.1,’’.
■ 4. Add part 314, consisting of § 314.1,
to read as follows:
■

12 CFR Part 314

12 CFR Part 340

12 CFR Part 363

§ 303.227

Administrative practice and
procedure, Bank deposit insurance,
Banks, Banking, Reporting and
recordkeeping requirements, Savings
associations.

Accounting, Banks, Banking,
Confidential business information,
Reporting and recordkeeping
requirements, Securities.

Authority delegations (Government
agencies), Bank deposit insurance,
Banks, Banking, Credit, Foreign
banking, Investments, Reporting and
recordkeeping requirements, U.S.
investments abroad.

Authority and Issuance

F. The Providing Accountability
Through Transparency Act of 2023

12 CFR Part 335

§ 314.1

12 CFR Part 347

PART 314—INDEXING OF SPECIFIED
REGULATORY THRESHOLDS
Sec.
314 .1

Threshold indexing.

Authority: 12 U.S.C. 378, 1464, 1813,
1815, 1817, 1818, 1819, 1819(a) (Seventh and
Tenth), 1820, 1821(p), 1823, 1828, 1829,
1831a, 1831e, 1831m, 1831o, 1831p–1,
1831w, 1835a, 1843(l), 3103, 3104, 3105,
3108, 3109, 3207, 5385(h), 5389, 5390(s)(3),
5390(b)(1)(C), 5390(a)(7)(D), 5381(b), 5390(r),
5390(a)(16)(D), 5414, 5415, and 15 U.S.C.
78j–1, 78l(i), 78m, 78n, 78p, 78w, U.S.C.
1601–1607, 5412, 5414, 5415, 7241, 7242,
7243, 7244, 7261, 7262, 7264, and 7265; Pub.
L. No. 111–203, section 939A, 124 Stat. 1376,
1887 (July 21, 2010) (codified 15 U.S.C. 78o–
7 note).

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35473

Threshold indexing.

(a) Methodology. The dollar
thresholds specified in paragraph (c) of
this section shall be adjusted by
multiplying the baseline threshold
values specified in paragraph (c) of this
section by one plus the cumulative
percent change in the non-seasonally
adjusted Consumer Price Index for
Urban Wage Earners and Clerical
Workers, measured from the effective
date of this rule, as further described in
paragraph (b) of this section, and shall
be rounded in accordance with
paragraph (d) of this section.
(b) Frequency.
(1) In general—biennial adjustments.
Except as otherwise provided in
paragraph (b)(2) or (b)(3) of this section,
the adjustments described in paragraph
(a) of this section shall be made during
the first quarter following each
consecutive two calendar year period
ending December 31, beginning with
December 31 of the second full calendar
year of the two-year period following
the effective date of this rule.
(2) Periods of high inflation—annual
adjustments. If the cumulative percent
change of the non-seasonally adjusted
Consumer Price Index for Urban Wage
Earners and Clerical Workers, measured
over the calendar year during which the
most recent adjustment was made,
exceeds 8 percent, then the dollar
thresholds shall be adjusted in
accordance with paragraph (a) of this
section during the first quarter following
such calendar year.
(3) Periods of negative inflation—no
adjustments. Notwithstanding
paragraph (b)(1) or (b)(2) of this section,
if an adjustment of dollar thresholds
using the cumulative percent change of
the non-seasonally adjusted Consumer
Price Index for Urban Wage Earners and
Clerical Workers from the effective date
of this rule or the most recent
adjustment, as applicable, would not
result in an increase from the current
dollar thresholds, no adjustment will be
made pursuant to paragraph (a) of this
section.
(c) Specified thresholds. The
thresholds in the following sections
shall be adjusted in accordance with
paragraph (a) of this section relative to
the baseline threshold values specified
below:
(1) § 303.227(a)(2) of this chapter,
baseline threshold value $3,500;
(2) § 303.227(b)(3)(i) of this chapter,
baseline threshold value $1,225;
(3) § 335.801(d) of this chapter,
baseline threshold value $10,000,000;
(4) § 340.2(h)(1) of this chapter,
baseline threshold value $100,000;
(5) § 340.2(h)(2) of this chapter,
baseline threshold value $100,000;

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(6) § 340.2(h)(3) of this chapter,
baseline threshold value $100,000;
(7) § 340.2(h)(4) of this chapter,
baseline threshold value $100,000;
(8) § 347.111(a)(1) of this chapter,
baseline threshold value $120,000,000;
(9) § 347.111(b)(1) of this chapter,
baseline threshold value $60,000,000;
(10) § 363.1(a) of this chapter, baseline
threshold value $1,000,000,000;
(11) § 363.2(b)(3) of this chapter,
baseline threshold value
$5,000,000,000;
(12) § 363.3(b) of this chapter,
baseline threshold value
$5,000,000,000;
(13) § 363.4(a)(2) of this chapter,
baseline threshold value
$5,000,000,000;
(14) § 363.4(c)(3) of this chapter,
baseline threshold value
$5,000,000,000;
(15) § 363.5(a)(1) of this chapter,
baseline threshold value
$5,000,000,000;
(16) Both thresholds in § 363.5(a)(2) of
this chapter, baseline threshold values
of $1,000,000,000 or more but less than
$5,000,000,000, respectively;
(17) § 363.5(b) of this chapter,
baseline threshold value
$5,000,000,000;
(18) Both thresholds in paragraph
(8)(A) of appendix A of part 363 of this
chapter, baseline threshold value
$5,000,000,000;
(19) Paragraph (10) of appendix A of
part 363 of this chapter, baseline
threshold value $5,000,000,000;
(20) Paragraph (18)A of appendix A of
part 363 of this chapter, baseline
threshold value $5,000,000,000;
(21) All three thresholds in paragraph
(27) of appendix A of part 363 of this
chapter, with the first baseline threshold
value being $5,000,000,000 or more and
the second and third baseline threshold
values being $1,000,000,000 or more but
less than $5,000,000, respectively;
(22) Paragraph (30)(b) of appendix A
of part 363 of this chapter, baseline
threshold value $5,000,000,000;
(23) Both thresholds in paragraph
(30)(c) of appendix A of part 363 of this
chapter, baseline threshold value
$1,000,000,000 or more but less than
$5,000,000,000, respectively;
(24) Paragraph (35)(a) of appendix A
of part 363 of this chapter, baseline
threshold value $1,000,000,000;
(25) Paragraph (35)(b) of appendix A
of part 363 of this chapter, baseline
threshold value $5,000,000,000;
(26) Paragraph (35)(c) of appendix A
of part 363 of this chapter, baseline
threshold value $5,000,000,000;
(27) Paragraph 2(b) of appendix B of
part 363 of this chapter, baseline
threshold value $5,000,000,000;

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(28) § 380.13(b)(6)(i) of this chapter,
baseline threshold value $100,000;
(29) § 380.13(b)(6)(ii) of this chapter,
baseline threshold value $100,000;
(30) § 380.13(b)(6)(iii) of this chapter,
baseline threshold value $100,000; and
(31) § 380.13(b)(6)(iv) of this chapter,
baseline threshold value $100,000.
(d) Rounding. When adjusting
thresholds under this section, each
threshold shall be rounded based on the
size of the threshold (e.g., thousands,
millions, billions) to the nearest number
with two significant digits.
(e) Effective date of threshold
adjustments. The FDIC shall announce
the thresholds adjusted in accordance
with this section by publishing in the
Federal Register a final rule without
notice and comment. Such adjusted
thresholds shall be effective on April 1
of the year during which an adjustment
is made.
(f) Failure to publish final rule in
Federal Register. In the event, for any
reason, a final rule is not published in
the Federal Register in the first quarter
of a year in which it is required under
this section, the thresholds specified in
paragraph (c) of this section will adjust
as provided in this section and be
effective on April 1, notwithstanding
the lack of a final rule published in the
Federal Register.
PART 335—SECURITIES OF STATE
NONMEMBER BANKS AND STATE
SAVINGS ASSOCIATIONS
5. The authority citation for part 335
continues to read as follows:

■

Authority: 12 U.S.C. 1819, 15 U.S.C. 78j–
1, 78l(i), 78m, 78n, 78p, 78w, 5412, 5414,
5415, 7241, 7242, 7243, 7244, 7261, 7262,
7264, and 7265.
§ 335.801

[Amended]

PART 347—INTERNATIONAL
BANKING
9. The authority citation for part 347
continues to read as follows:

■

Authority: 12 U.S.C. 1813, 1815, 1817,
1819, 1820, 1828, 3103, 3104, 3105, 3108,
3109; Pub. L. No. 111–203, section 939A, 124
Stat. 1376, 1887 (July 21, 2010) (codified 15
U.S.C. 78o–7 note).
§ 347.111

PART 363—ANNUAL INDEPENDENT
AUDITS AND REPORTING
REQUIREMENTS
11. The authority citation for part 363
continues to read as follows:

■

Authority: 12 U.S.C. 1831m.
§ 363.1

PART 340—RESTRICTIONS ON SALE
OF ASSETS OF A FAILED
INSTITUTION BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION

§ 363.2

Authority: 12 U.S.C. 1819 (Tenth), 1821(p).
§ 340.2

[Amended]

8. In § 340.2(h), remove ‘‘$50,000’’
wherever it appears and add in its place
‘‘$100,000, as adjusted from time to time
in accordance with 12 CFR 314.1’’.

■

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[Amended]

13. In § 363.2(b)(3) introductory text,
remove ‘‘$1 billion’’ and add in its place
‘‘$5 billion, as adjusted from time to
time in accordance with 12 CFR 314.1,’’.

■

§ 363.3

[Amended]

14. In § 363.3(b) introductory text,
remove ‘‘$1 billion’’ and add in its place
‘‘$5 billion, as adjusted from time to
time in accordance with 12 CFR 314.1,’’.

■

[Amended]

15. Amend § 363.4 by:
a. In paragraph (a)(2), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ b. In paragraph (c)(3), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’.
■
■

§ 363.5

7. The authority citation for part 340
continues to read as follows:

■

[Amended]

12. In § 363.1(a), remove ‘‘$500
million’’ and add in its place ‘‘$1
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’.

■

§ 363.4

6. In § 335.801(d) introductory text,
remove ‘‘$5 million,’’ and add in its
place ‘‘$10 million, as adjusted from
time to time in accordance with 12 CFR
314.1,’’.

■

[Amended]

10. Amend § 347.111 by:
a. In paragraph (a)(1), removing ‘‘$60
million’’ and adding in its place ‘‘$120
million, as adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ b. In paragraph (b)(1) introductory
text, removing ‘‘$30 million’’ and
adding in its place ‘‘$60 million, as
adjusted from time to time in
accordance with 12 CFR 314.1,’’.
■
■

[Amended]

16. Amend § 363.5 by:
a. In paragraph (a)(1), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ b. In paragraph (a)(2), removing ‘‘$500
million’’ and adding in its place ‘‘$1
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■
■

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c. In paragraph (a)(2), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ d. In paragraph (b), removing ‘‘$3
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’.
■

Appendix A to Part 363 [Amended]
17. Amend appendix A to part 363 by:
a. In paragraph 8A introductory text,
removing ‘‘$1 billion’’, wherever it
appears, and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ b. In paragraph 10, removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ c. In paragraph 18A introductory text,
removing ‘‘$1 billion’’ and adding in its
place ‘‘$5 billion, as adjusted from time
to time in accordance with 12 CFR
314.1,’’;
■ d. In paragraph 27:
■ i. Removing ‘‘$1 billion’’, wherever it
appears, and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ ii. Removing ‘‘$500 million’’ and
adding in its place ‘‘$1 billion, as
adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ e. In paragraph 28(b)(4), removing
‘‘$100,000’’ and adding in its place
‘‘$120,000’’;
■ f. In paragraph 30(b), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ g. In paragraph 30(c):
■ i. Removing ‘‘$500 million’’ and
adding in its place ‘‘$1 billion, as
adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ ii. Removing ‘‘$1 billion’’ and adding
in its place ‘‘$5 billion, as adjusted from
time to time in accordance with 12 CFR
314.1,’’;
■ h. In paragraph 35(a) introductory
text, removing ‘‘$500 million’’ and
adding in its place ‘‘$1 billion, as
adjusted from time to time in
accordance with 12 CFR 314.1,’’;
■ i. In paragraph 35(b), removing ‘‘$1
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’; and
■ j. In paragraph 35(c), removing ‘‘$3
billion’’ and adding in its place ‘‘$5
billion, as adjusted from time to time in
accordance with 12 CFR 314.1,’’.

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■
■

Appendix B to Part 363 [Amended]
18. In appendix B to part 363,
paragraph 2(b), remove ‘‘$1 billion’’ and
add in its place ‘‘$5 billion, as adjusted
from time to time in accordance with 12
CFR 314.1,’’.

■

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PART 380—ORDERLY LIQUIDATION
AUTHORITY
19. The authority citation for part 380
continues to read as follows:

■

Authority: 12 U.S.C. 5385(h); 12 U.S.C.
5389; 12 U.S.C. 5390(s)(3); 12 U.S.C.
5390(b)(1)(C); 12 U.S.C. 5390(a)(7)(D); 12
U.S.C. 5381(b); 12 U.S.C. 5390(r); 12 U.S.C.
5390(a)(16)(D).
§ 380.13

[Amended]

20. In § 380.13(b)(6), remove
‘‘$50,000’’ wherever it appears and add
in its place ‘‘$100,000, as adjusted from
time to time in accordance with 12 CFR
314.1’’.

■

Federal Deposit Insurance Corporation.
By order of the Board of Directors.
Dated at Washington, DC, on July 15, 2025.
Debra A. Decker,
Executive Secretary.
[FR Doc. 2025–14132 Filed 7–25–25; 8:45 am]
BILLING CODE 6714–01–P

FEDERAL HOUSING FINANCE
AGENCY
12 CFR Part 1293
RIN 2590–AB53

Fair Lending, Fair Housing, and
Equitable Housing Finance Plans

35475

• Hand Delivered/Courier: The hand
delivery address is: Clinton Jones,
General Counsel, Attention: Comments/
RIN 2590–AB53, Federal Housing
Finance Agency, 400 Seventh Street
SW, Washington, DC 20219. Deliver the
package at the Seventh Street entrance
Guard Desk, First Floor, on business
days between 9 a.m. and 5 p.m.
• U.S. Mail, United Parcel Service,
Federal Express, or Other Mail Service:
The mailing address for comments is:
Clinton Jones, General Counsel,
Attention: Comments/RIN 2590–AB53,
Federal Housing Finance Agency, 400
Seventh Street SW, Washington, DC
20219. Please note that all mail sent to
FHFA via U.S. Mail is routed through a
national irradiation facility, a process
that may delay delivery by
approximately two weeks.
FOR FURTHER INFORMATION CONTACT:
Leda Bloomfield, Associate Director,
Office of Affordable Housing and
Community Investment, (202) 649–
3415, Leda.Bloomfield@fhfa.gov;
Clinton Jones, General Counsel, Office
of General Counsel, (202) 649–3006,
Clinton.Jones@fhfa.gov. These are not
toll-free numbers. The mailing address
is: Federal Housing Finance Agency,
400 Seventh Street SW, Washington, DC
20219. For TTY/TRS users with hearing
and speech disabilities, dial 711 and ask
to be connected to any of the contact
numbers above.
SUPPLEMENTARY INFORMATION:

Federal Housing Finance
Agency.
ACTION: Notice of proposed rulemaking;
repeal of 12 CFR part 1293.

I. Request for Comments

The Federal Housing Finance
Agency (‘‘FHFA’’ or the ‘‘Agency’’) is
requesting comment on the notice of
proposed rulemaking repealing the Fair
Lending, Fair Housing, and Equitable
Housing Finance Plans regulation.
DATES: FHFA will accept written
comments on the proposed rule on or
before September 26, 2025.
ADDRESSES: You may submit your
comments on the proposed rule,
identified by regulatory information
number (RIN) 2590–AB53, by any one of
the following methods:
• Agency Website: https://
www.fhfa.gov/regulation/federalregister?comments=open.
• Federal eRulemaking Portal:
https://www.regulations.gov. Follow the
instructions for submitting comments. If
you submit your comment to the
Federal eRulemaking Portal, please also
send it by email to FHFA at
RegComments@fhfa.gov to ensure
timely receipt by FHFA. Include the
following information in the subject line
of your submission: Comments/RIN
2590–AB53.

FHFA invites comments on all aspects
of the proposed rule and will take all
comments into consideration before
issuing a final rule. Comments will be
posted to the electronic rulemaking
docket on the FHFA public website at
https://www.fhfa.gov, except as
described below. Commenters should
submit only information the commenter
wishes to make available publicly.
FHFA may post only a single
representative example of identical or
substantially identical comments, and
in such cases will generally identify the
number of identical or substantially
identical comments represented by the
posted example. FHFA may, in its
discretion, redact or refrain from posting
all or any portion of any comment that
contains content that is obscene, vulgar,
profane, or threatens harm. All
comments, including those that are
redacted or not posted, will be retained
in their original form in FHFA’s internal
rulemaking file and considered as
required by all applicable laws.
Commenters that would like FHFA to
consider any portion of their comment
exempt from disclosure on the basis that

AGENCY:

SUMMARY:

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