[Federal Register Volume 87, Number 228 (Tuesday, November 29, 2022)]
[Notices]
[Pages 73304-73307]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-26035]


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FEDERAL RESERVE SYSTEM


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

AGENCY: Board of Governors of the Federal Reserve System.

SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
is adopting a proposal to extend for three years, with revision, the 
Structure Reporting and Recordkeeping Requirements for Domestic and 
Foreign Banking Organizations (FR Y-6, FR Y-7, FR Y-10, and FR Y-10E; 
OMB No. 7100-0297).

FOR FURTHER INFORMATION CONTACT: 
    Federal Reserve Board Clearance Officer--Nuha Elmaghrabi--Office of 
the Chief Data Officer, Board of Governors of the Federal Reserve 
System, [email protected], (202) 452-3884.
    Office of Management and Budget (OMB) Desk Officer for the Federal 
Reserve Board, Office of Information and Regulatory Affairs, Office of 
Management and Budget, New Executive Office Building, Room 10235, 725 
17th Street NW, Washington, DC 20503, or by fax to (202) 395-6974.

SUPPLEMENTARY INFORMATION: On June 15, 1984, OMB delegated to the Board 
authority under the Paperwork Reduction Act (PRA) to approve and assign 
OMB control numbers to collections of information conducted or 
sponsored by the Board. Board-approved collections of information are 
incorporated into the official OMB inventory of currently approved 
collections of information. The OMB inventory, as well as copies of the 
PRA Submission, supporting statements (which contain more detailed 
information about the information collections and burden estimates than 
this notice), and approved collection of information instrument(s) are 
available at https://www.reginfo.gov/public/do/PRAMain. These documents 
are also available on the Federal Reserve Board's public website at 
https://www.federalreserve.gov/apps/reportingforms/home/review or may 
be requested from the agency clearance officer, whose name appears 
above.

Final Approval Under OMB Delegated Authority of the Extension for Three 
Years, With Revision, of the Following Information Collection

    Collection title: Annual Report of Holding Companies; Annual Report 
of Foreign Banking Organizations; Report of Changes in Organizational 
Structure; Supplement to the Report of Changes in Organizational 
Structure.
    Collection identifier: FR Y-6; FR Y-7; FR Y-10; and FR Y-10E.
    OMB control number: 7100-0297.
    Effective Date: The effective dates are as follows:
    March 31, 2023:
     Revised the FR Y-10 definition of ``control'' in the 
Glossary section of the instructions.
    December 31, 2024:
     Revised the FR Y-6 to automate and add a standard template 
for reporting

[[Page 73305]]

item three, securities holders, and item four, insiders.
     Revised the FR Y-6 and FR Y-7 instructions for how the 
organizational chart and the tiered structure information are reported.
     Revised the FR Y-6 instructions for how branches of 
domestic depository institutions and Edge and agreement corporations 
are verified and reconciled.
    All other changes are effective December 31, 2022. There are no 
changes to the FR Y-10E.
    General description of collection: The FR Y-6 is filed by all top-
tier holding companies (HCs) and non-qualifying foreign banking 
organizations (FBOs). The report collects an organizational chart and 
annual verification of domestic branches within the organization and 
includes information on the identity, percentage ownership, and 
business interests of principal shareholders, directors, and executive 
officers. The FR Y-6 can be filed via a paper or electronic (Portable 
Document Format) submission to the appropriate Federal Reserve Bank.
    The FR Y-7 is an annual report filed by qualifying FBOs that have a 
U.S. banking presence. The report collects financial statements, 
organizational information, shares and shareholder information, and 
data on the eligibility to be a qualified FBO as defined by the Board's 
Regulation K. The FR Y-7 can be filed via a paper submission mailed to 
the appropriate Federal Reserve Bank.
    The FR Y-10 is an event-generated information collection that 
captures changes in organizational structure or the regulated 
investments and activities of various entities. The FR Y-10 can be 
filed electronically or via a paper, email, or fax submission to the 
appropriate Federal Reserve Bank.
    The FR Y-10E is a free-form supplement to the FR Y-10 that the 
Board uses to collect additional structural information as needed on an 
emergency basis. Responses for the FR Y-10E are voluntary. Submission 
methods vary depending on the nature and time-sensitivity of the data 
requests.
    Frequency: FR Y-6: Annual; FR Y-7: Annual; FR Y-10: Event-
generated; \1\ FR Y-10E: Event-generated.\2\
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    \1\ In 2020, there were 13,301 FR Y-10's processed for the 3,950 
reporting institutions. This volume yields an approximate annual 
frequency of 3.37.
    \2\ The FR Y-10E is event-generated and the data are submitted 
on an ad-hoc basis as needed.
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    Respondents: Bank holding companies (BHCs), savings and loan 
holding companies (SLHCs), securities holding companies, and 
intermediate holding companies (IHCs) (collectively, HCs), FBOs, state 
member banks that are not controlled by an HC, Edge and agreement 
corporations that are not controlled by a member bank, a domestic HC, 
or an FBO, and nationally chartered banks that are not controlled by a 
BHC or an FBO (with regard to their foreign investments only).
    Total estimated number of respondents: FR Y-6: 3,803; FR Y-7: 236; 
FR Y-10: 3,950; FR Y-10E: 3,950.
    Estimated average hours per response:

Reporting

    FR Y-6: 2.5; FR Y-7: 3; FR Y-10: 2.5; FR Y-10E: 0.5.

Recordkeeping

    FR Y-6: 0.5; FR Y-10: 0.5.
    Total estimated change in burden: (3,210).
    Total estimated annual burden hours:

Reporting

    FR Y-6: 9,508; FR Y-7: 708; FR Y-10: 33,253; FR Y-10E: 1,975.

Recordkeeping

    FR Y-6: 1,902; FR Y-10: 6,651.\3\
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    \3\ More detailed information regarding this collection, 
including more detailed burden estimates, can be found in the OMB 
Supporting Statement posted at https://www.federalreserve.gov/apps/reportingforms/home/review. On the page displayed at the link, you 
can find the OMB Supporting Statement by referencing the collection 
identifier, FR Y-6, FR Y-7, FR Y-10, and FR Y-10E.
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    Current actions: On May 9, 2022, the Board published a notice in 
the Federal Register (87 FR 27639) requesting public comment for 60 
days on the extension, with revision, of the FR Y-6, FR Y-7, FR Y-10, 
and FR Y-10E reports. The Board proposed to modify the FR Y-6, FR Y-7 
and FR Y-10 reports by (1) revising the FR Y-6 reporting requirements 
for reporters who do not have any changes from their prior year's 
submission, (2) revising the FR Y-6 to automate and add a standard 
template for reporting item three, securities holders, and item four, 
insiders, (3) revising the FR Y-6 and FR Y-7 instructions for how the 
organizational chart and the tiered structure information are reported, 
(4) revising the FR Y-7 instructions to require the top tier FBO to 
file for its subsidiary FBOs, (5) revising the FR Y-6 instructions for 
how branches of domestic depository institutions and Edge and agreement 
corporations are verified and reconciled, (6) revising the FR Y-7 
instructions language requirements for submission of the annual report 
to shareholders, (7) revising the FR Y-10 definition of control in the 
Glossary section of the instructions, (8) revising the FR Y-10 
instructions for the legal authority codes and terminology for unitary 
savings and loans holding company activities that meet the requirements 
of section 10(c)(9)(C) of the Home Owners' Loan Act (HOLA), (9) 
revising the FR Y-10 instructions to update descriptions for legal 
authority codes 14, 68 and 999, (10) revising the FR Y-10 reporting 
form to add an election to become a Covered Savings Association (CSA) 
as a reportable event, (11) revising the FR Y-10 instructions to remove 
savings associations from the definition of nonbanking company, (12) 
clarifying the FR Y-10 instructions for the definition of a head office 
location, (13) clarifying the FR Y-10 instructions for the state of 
incorporation for federally chartered entities, (14) revising the FR Y-
6 and the FR Y-10 instructions to add a requirement that respondents 
keep a record of the data submitted, and (15) making other minor 
clarifications and conforming edits to the FR Y-6, FR Y-7, and FR Y-10 
forms and instructions. The comment period for this notice expired on 
July 8, 2022. The Board received comments from three commenters: two 
from trade associations and one from an individual banking 
organization. Board staff also conducted two follow-up calls with trade 
associations along with banking organizations to better understand 
their concerns and recommendations. The commenters generally supported 
the proposed revisions.

Detailed Discussion of Public Comments

    A commenter remarked that the effective date of the revision to the 
definition of ``control'' in the FR Y-10 glossary should be delayed to 
September 30, 2023. Specifically, the commenter noted that a delay 
would allow companies additional time to implement the revision. The 
commenter also sought confirmation regarding the application of the 
revised definition to past and current structures.
    The proposed revised definition of ``control'' was intended to 
align the FR Y-10 and other structure reports to the Board's final 
control rule. After this alignment, reporting companies will be 
required to report subsidiaries--that is companies that are 
controlled--for purposes of Regulations Y and LL (12 CFR parts 225 and 
238) as subsidiaries under the FR Y-10 and other structure reports. 
This will ensure that reported structure information matches reporting 
companies' actual organizational structures.
    Regarding the effective date of the revised definition of 
``control'' on the FR Y-10, the Board will not move forward with the 
September 30, 2022,

[[Page 73306]]

effective date. Instead, the Board adopted the effective date of March 
31, 2023, to allow additional time for respondents to perform any 
system enhancements.
    As a result of the revised glossary definition of ``control,'' a 
reporting company generally should ensure that filings are made to 
reflect all current subsidiaries within 30 days of the effective date 
of the revised definition, consistent with the standard filing period. 
This revision does not require a reporting company to report a company 
that is not a subsidiary as of the effective date of the revised 
definition, even if the company would have been a subsidiary in the 
past under the revised definition. In addition, consistent with 
guidance previously provided in the final control rule, a reporting 
company does not need to file to reflect a subsidiary that would be 
controlled under the revised definition but for the fact that the 
subsidiary (1) was reviewed by Federal Reserve System staff prior to 
the effective date of the control rule and was not determined to be 
controlled, or (2) was reasonably determined not to be controlled by 
the reporting company at the time the relationship was established 
based on the standards and interpretations then in effect.\4\ The 
glossary has been revised to reflect the outstanding guidance on the 
control rule.
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    \4\ These exclusions do not apply if, subsequent to the review 
by Federal Reserve System staff or the reporting company, the 
relationship between the reporting company and the other company 
changed materially.
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    A commenter requested that the Board retain the flexibility in the 
FR Y-7 for tiered FBOs to file separately, stating that the proposed 
change would create significant challenges for certain FBOs. In 
response to this comment, the Board will not move forward with 
requiring the top tier FBO to file for its subsidiary FBOs.
    A commenter recommended that the proposed automated system for the 
FR Y-6 incorporate functionality to allow reporters to identify items 
as confidential, similar to the current process. Additionally, the 
commenter recommended revising the reporting instructions to provide 
clarity on how to request confidentiality with the new electronic 
filing process. The Board has not changed the existing process for 
requesting confidentiality for the FR Y-6 report. Additionally, any 
future system enhancements will allow for the current process for 
requesting confidentiality to continue.
    A commenter noted that the proposed FR Y-6 report item 4 has two 
columns incorrectly labeled as (4)(b), and that one of the columns 
should be column (4)(d). The Board acknowledges this discrepancy and 
will adopt the proposed item with correctly labelled columns.
    A commenter requested that the Federal Reserve confirm that firms 
will be able to submit multiple entries in the data fields for item 4 
of the proposed FR Y-6 report forms. In response to this comment, the 
Board will ensure that the implemented technology will allow reporters 
to submit the necessary information for each required field.
    A commenter recommended that the revised FR Y-6 form for reporting 
items 3 and 4, and the corresponding electronic submission process, 
should explicitly enable functionality to allow firms to download the 
standard template. The commenter further stated that adding this 
functionality will significantly decrease the potential burdens 
associated with these items. The Board agrees that a downloadable 
format would be useful and will take this comment into consideration 
during the development of the new system.
    Commenters recommended that the Board permit the use of electronic 
signatures as part of the proposed recordkeeping requirement. 
Additionally, commenters recommended that firms maintain electronic 
copies of the FR Y-6 and FR Y-10 reports submitted to the Federal 
Reserve instead of hard copies. In response to these comments, the 
Board has not adopted the proposal to require respondents to maintain a 
physical copy of the entire FR Y-6 or FR Y-10 report. Instead, the 
Board has adopted a requirement that FR Y-6 and FR Y-10 respondents 
maintain manually signed cover pages for a period of three years 
following submission. Because the cover page signature will not be 
submitted to the Federal Reserve with electronic filing, this 
requirement is necessary for examiners to verify that the cover pages 
were signed. The Board will consider the use of electronic signatures 
in future technology enhancements.
    A commenter made several observations regarding the proposed 
changes for Organization Chart and Domestic Branch Listing items on the 
FR Y-6:
     Noted a lack of clarity on changes to the reconciliation 
and verification requirements and data sources for the verification. 
The commenter noted that there is additional burden on respondents to 
reconcile because of the timing differences between when the FR Y-6 
data becomes available and the high volume of FR Y-10 reports at year-
end.
     Recommended the Federal Reserve remove the Organization 
Chart and Domestic Branch Listing from the FR Y-6 since the information 
is currently available on the FR Y-10 on an event driven basis. The 
commenter further stated that if the recommendation is not accepted, 
they suggested creating automated tools to allow ad hoc reconciliation 
between internal systems and Federal Reserve databases for all FR Y-10 
reported data.
     Requested clarification of the filing requirements for 
reporters that answer ``Yes'' for the Organization Chart item.
    With regard to the sourcing of data, reporters will reconcile data 
previously submitted to the Board through an FR Y-6 or FR Y-10 filing 
to confirm accuracy of the data. Therefore, the Board's system should 
have the most up-to-date data for firms to reconcile. If the reporter 
identifies a discrepancy in the reconciliation, an FR Y-10 report must 
be submitted to update the information on the Board's system. In 
response to the comment about removing items 2.a and 2.b from the FR Y-
6 report, the Board will retain these items on the FR Y-6 and is 
adopting the changes to items 2.a and 2.b as proposed. Retaining the 
information in items 2.a and 2.b will ensure the accuracy and 
completeness of structure data on the Board's system. Reporters that 
use the online system to reconcile items 2.a and 2.b will no longer be 
required to submit an organizational chart as part of their FR Y-6 
report, even if they indicated ``Yes'' for having changes from the 
prior year. Further, the Board will consider allowing ad hoc 
reconciliation between organizational structure information in the 
Federal Reserve's database and reporter's internal systems during the 
development of the new system.
    A commenter recommended that the Federal Reserve update the 
attestation language in the FR Y-6 instructions to remove the reference 
to the supporting attachments as they will no longer be included in the 
report with the proposed electronic submission. The Board recognizes 
that there may be instances where a reporter must use another filing 
option, such as mailing the FR Y-6 report or uploading a PDF of the 
report to Reporting Central. Thus, this language is still relevant and 
will remain in the instructions.
    A commenter stated that, although not directly raised by changes 
reflected in the proposal, the Board should revise the FR Y-7 Report 
Item 2 to align the perimeter of reportable non-bank companies with the 
FR Y-10. The commenter noted that this change would allow the Board to 
meaningfully

[[Page 73307]]

reduce the reporting burden associated with the FR Y-7 without 
materially impairing the usefulness of the information to the Board. 
The Board acknowledges the variance between the FR Y-7 and the FR Y-10 
in reporting certain nonbanking companies in which the reporting entity 
controls between five and 25 percent of outstanding shares of any class 
of voting securities. However, this information is relevant for 
supervisory purposes and is not reported elsewhere. The Board will 
continue to collect this information on the FR Y-7 report at this time.
    Aside from the changes discussed above, the Board adopted the 
extension, with revision, of the FR Y-6, FR Y-7, FR Y-10, and FR Y-10E 
reports as originally proposed.

    Board of Governors of the Federal Reserve System, November 23, 
2022.
Michele Taylor Fennell,
Deputy Associate Secretary of the Board.
[FR Doc. 2022-26035 Filed 11-28-22; 8:45 am]
BILLING CODE 6210-01-P