[Federal Register Volume 87, Number 89 (Monday, May 9, 2022)]
[Notices]
[Pages 27639-27642]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-09850]



[[Page 27639]]

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FEDERAL RESERVE SYSTEM


Proposed Agency Information Collection Activities; Comment 
Request

AGENCY: Board of Governors of the Federal Reserve System.

ACTION: Notice, request for comment.

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SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
invites comment on a proposal to extend for three years, with revision, 
the 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).

DATES: Comments must be submitted on or before July 8, 2022.

ADDRESSES: You may submit comments, identified by FR Y-6, FR Y-7, FR Y-
10 and FR Y-10E, by any of the following methods:
    <bullet> Agency Website: https://www.federalreserve.gov/. Follow 
the instructions for submitting comments at https://www.federalreserve.gov/apps/foia/proposedregs.aspx.
    <bullet> Email: <a href="/cdn-cgi/l/email-protection#24564143570a474b4949414a50576442414041564548564157415652410a434b52"><span class="__cf_email__" data-cfemail="20524547530e434f4d4d454e5453604645444552414c524553455256450e474f56">[email protected]</span></a>. Include the OMB 
number or FR number in the subject line of the message.
    <bullet> FAX: (202) 452-3819 or (202) 452-3102.
    <bullet> Mail: Federal Reserve Board of Governors, Attn: Ann E. 
Misback, Secretary of the Board, Mailstop M-4775, 2001 C St. NW, 
Washington, DC 20551.
    All public comments are available from the Board's website at 
https://www.federalreserve.gov/apps/foia/proposedregs.aspx as 
submitted, unless modified for technical reasons or to remove 
personally identifiable information at the commenter's request. 
Accordingly, comments will not be edited to remove any confidential 
business information, identifying information, or contact information. 
Public comments may also be viewed electronically or in paper in Room 
M-4365A, 2001 C St. NW, Washington, DC 20551, between 9:00 a.m. and 
5:00 p.m. on weekdays. For security reasons, the Board requires that 
visitors make an appointment to inspect comments. You may do so by 
calling (202) 452-3684. Upon arrival, visitors will be required to 
present valid government-issued photo identification and to submit to 
security screening in order to inspect and photocopy comments.
    Additionally, commenters may send a copy of their comments to the 
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.

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, Washington, DC 20551, (202) 
452-3829.

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. In exercising this delegated authority, the 
Board is directed to take every reasonable step to solicit comment. In 
determining whether to approve a collection of information, the Board 
will consider all comments received from the public and other agencies.
    During the comment period for this proposal, a copy of the proposed 
PRA OMB submission, including the draft reporting form and 
instructions, supporting statement, and other documentation, will be 
made available on the Board's public website at https://www.federalreserve.gov/apps/reportforms/review.aspx or may be requested 
from the agency clearance officer, whose name appears above. Final 
versions of these documents will be made available at https://www.reginfo.gov/public/do/PRAMain, if approved.

Request for Comment on Information Collection Proposal

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

Proposal Under OMB Delegated Authority To Extend for Three Years, With 
Revision, the Following Information Collections

    Collection titles: 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 identifiers: FR Y-6; FR Y-7; FR Y-10; and FR Y-10E.
    OMB control number: 7100-0297.
    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, holding companies 
(HCs)), foreign banking organizations (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).
    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.
    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.
    General description of report: The FR Y-6 is filed by all top-tier 
HCs and non-qualifying FBOs. The report collects an organizational 
chart and annual

[[Page 27640]]

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.
    Proposed revisions: The Board proposes to (1) revise the FR Y-6 
reporting requirements for reporters who do not have any changes from 
their prior year's submission, (2) revise the FR Y-6 to automate and 
add a standard template for reporting item three, securities holders, 
and item four, insiders, (3) revise the FR Y-6 and FR Y-7 instructions 
for how the organizational chart and the tiered structure information 
are reported, (4) revise the FR Y-7 instructions to require the top 
tier FBO to file for its subsidiary FBOs, (5) revise the FR Y-6 
instructions for how branches of domestic depository institutions and 
Edge and agreement corporations are verified and reconciled, (6) revise 
the FR Y-7 instructions language requirements for submission of the 
annual report to shareholders, (7) revise the FR Y-10 definition of 
control in the Glossary section of the instructions, (8) revise 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) revise the FR Y-10 instructions to update descriptions for 
legal authority codes 14, 68 and 999, (10) revise the FR Y-10 reporting 
form to add an election to become a Covered Savings Association (CSA) 
as a reportable event, (11) revise the FR Y-10 instructions to remove 
savings associations from the definition of nonbanking company, (12) 
clarify the FR Y-10 instructions for the definition of a head office 
location, (13) clarify the FR Y-10 instructions for the state of 
incorporation for federally chartered entities, (14) revise 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) make other minor 
clarifications and conforming edits to the FR Y-6, FR Y-7, and FR Y-10 
forms and instructions. The proposed effective dates are as follows:
    December 31, 2022:
    <bullet> Revise the FR Y-6 reporting requirements for reporters who 
do not have any changes from their prior year's submission.
    December 31, 2024:
    <bullet> Revise the FR Y-6 to automate and add a standard template 
for reporting item three, securities holders, and item four, insiders.
    <bullet> Revise the FR Y-6 and FR Y-7 instructions for how the 
organizational chart and the tiered structure information are reported.
    <bullet> Revise 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 proposed to be effective September 30, 2022. 
There are no changes proposed to the FR Y-10E.

FR Y-6 Reporting Requirements for Reporters Without Changes

    The Board proposes to revise the FR Y-6 instructions and report 
form cover page to add a ``Yes/No'' checkbox for reporters to indicate 
whether the firm had changes to any reportable items from the prior 
year's submission. In addition, the Board proposes to add a ``Yes/No'' 
checkbox to items 2, 3 and 4 for reporters to specifically indicate the 
item(s) that changed. Currently, all HCs are required to file the full 
FR Y-6 report no later than 90 calendar days after their fiscal year-
end. Under this proposal, reporters that check ``Yes'' for having 
changes to any reportable items would also check ``Yes'' for the 
specific item(s) that changed and submit this information as part of 
their FR Y-6 submission for the year. Reporters that check ``No'' for 
not having reportable changes would only be required to submit the 
signed cover page annually, along with a copy of their annual report to 
shareholders if they meet the reporting criteria for its submission. 
These revisions would reduce reporting burden for HCs that do not have 
changes to reportable items in a given year.

FR Y-6 Reporting for Securities Holders and Insiders

    The Board proposes to revise the FR Y-6 report form and 
instructions to add a standard template for reporting item 3, 
securities holders, and item 4, insiders, and to add electronic 
submission of these items. Currently, HCs submit a listing of their 
securities holders and insiders information. The format varies by HC, 
given that the volume of reportable information is based on the size 
and complexity of the reporter. Standardizing these items simplifies 
reporting this information and allows for electronic submission in lieu 
of paper or PDF filing. In addition, electronic filing facilitates 
easier data submission and faster processing and provides ready 
accessibility of prior filings.

FR Y-6 and FR Y-7 Organization Chart

    The Board proposes to revise item 2.a, Organization Chart, of the 
FR Y-6 and FR Y-7 to modify how reporters submit their organization 
chart. Under the proposal, reporters would no longer be required to 
submit a hard copy of their organization chart. The Board proposes to 
implement an electronic system for reporters to access their 
organization chart securely and reconcile their structure data. The 
revised instructions would remind reporters that, if they had any 
organizational changes that should have been reported previously, they 
would be required to submit an FR Y-10.

FR Y-6 and FR Y-7 Tiered Structure Page

    The Board proposes to remove the FR Y-6 and FR Y-7 tiered structure 
page. As described above on the changes for item 2.a, Organization 
Chart, reporters would access their tiered structure in a secure system 
to reconcile any discrepancies.

FR Y-7 Reporter in a Multi-Tiered Organization

    The Board proposes to revise the FR Y-7 instructions to require the 
top tier FBO to file for its subsidiary FBOs. This will reduce 
confusion as to which FBO would be filing in a multi-tiered 
organization and ensure that information reported is appropriately 
captured under the ultimate parent FBO.

FR Y-6 Domestic Branch Listing

    The Board proposes to decommission the branch verification website, 
listed in item 2.b of the FR Y-6. As described

[[Page 27641]]

above on the changes for item 2.a, Organization Chart, reporters would 
access their domestic depository institutions and their branches and 
Edge and agreement corporations in a secure system to reconcile any 
discrepancies.

FR Y-7 Annual Report to Shareholders

    The Board proposes to revise the FR Y-7 instructions to require the 
annual report to be submitted in English only. Currently, FBOs that 
prepare an annual report for their shareholders are required to submit 
a copy in the original language and an English translation copy for 
each reported FBO. This proposed change would result in a small burden 
reduction for respondents who prepare an annual report in languages 
other than English.

FR Y-10 Glossary--Definition of Control

    The Board proposes to revise the definition of control in the FR Y-
10 Glossary to be in line with the Board's final rule on control \3\ 
and other Board forms. This proposed change would provide clarity to 
respondents when determining what constitutes control.
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    \3\ 85 FR 12398 (March 2, 2020).
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FR Y-10 Legal Authority Code and Terminology for HOLA Section 
10(c)(9)(C)

    The Board proposes to update the FR Y-10 to refer to unitary SLHCs 
subject to section 10(c)(9)(C) of HOLA as ``Legacy Unitary Savings and 
Loan Holding Companies'' (LUSLHCs). Additionally, the Board proposes to 
revise the definition for Legal Authority Code (LAC) 412 to be 
applicable to unitary SLHCs subject to section 10(c)(9)(C), rather than 
section 10(c)(6)(B), of the HOLA, as the revised citation is the proper 
authority for LUSLHCs. The Board also proposes to remove the LAC 410 
from Appendix A of the FR Y-10, which would no longer be used in light 
of the proposed change to LAC 412.

FR Y-10 Legal Authority Code Descriptions

    The Board proposes to revise the FR Y-10 instructions to update the 
description for legal authority codes 14, 68 and 999. The descriptions 
contain outdated terminology, and the revisions provide updated 
guidance from the relevant statutory language.

FR Y-10 Covered Savings Associations

    The Board proposes to revise the Savings and Loan Holding Company 
schedule of the FR Y-10 form and instructions by adding as a reportable 
change in legal authority a notice by an HC's subsidiary federal 
savings association (FSA) to the Office of the Comptroller of the 
Currency (OCC) to operate as a CSA. Section 5A of HOLA permits FSAs 
that meet certain criteria to elect national bank powers and operate as 
CSAs without having to change their charters by submitting a notice of 
election to the OCC.\4\ With limited exceptions, the Federal Reserve 
treats CSAs as national banks and their controlling HCs as bank holding 
companies. Eligible FSAs have been able to take this election since May 
24, 2019, when the OCC issued its final rule on CSAs. CSAs and their 
controlling HCs are currently not required to provide the Federal 
Reserve notice of the election and there is currently no publicly 
available way to collect this information. Given that the CSA election 
materially changes the nature of supervision and regulation of the 
electing FSA and its controlling HC, this revision would allow the 
Federal Reserve to track this change in legal authority in a timely 
matter.
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    \4\ 12 U.S.C. 1464a.
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    A new box with the company type labeled ``Federal Savings 
Association/Covered Savings Association'' will also be added to item 9, 
Savings and Loan Type, for eligible reporters. Additionally, the Board 
proposes to update the Glossary to define CSAs.

FR Y-10 Description of Savings Association as Nonbank Company

    The Board proposes to update the FR Y-10 forms and instructions to 
remove references to a savings association as a nonbanking company. 
This change would reduce confusion since a savings association company 
is not considered to be a nonbank company for FR Y-10 reporting 
purposes as the transactions involving these entities are reported in 
the Savings and Loan Schedule.

FR Y-10 Head Office Location

    The Board proposes to revise the FR Y-10 instructions to clarify 
that a head office location of a depository institution may also 
include a separately licensed branch at the same address. This 
clarification will help to reduce confusion on when a head office 
location should be reported as a branch and how to accurately identify 
all bank branches. The Board also proposes to revise the FR Y-10 
instructions to clarify that reporters should use the location where 
the main activities and operations of an entity are conducted when 
reporting the head office of an entity without a brick-and-mortar 
location.

FR Y-10 State of Incorporation

    The Board proposes to revise the FR Y-10 instructions to require 
nationally chartered entities to indicate that they are ``federally 
chartered'' when reporting where they are incorporated. The current 
instructions require the state of incorporation to be reported for all 
reportable entities, but do not include instructions for how nationally 
chartered entities should report.

FR Y-6 and FR Y-10 Recordkeeping Requirement

    Finally, the Board proposes to revise the FR Y-6 and the FR Y-10 
instructions to require respondents to maintain in their files a 
physical copy of the manually signed FR Y-6 and FR Y-10 submissions. 
These reports do not currently account for recordkeeping, and this 
information must be maintained for a period of three years following 
submission.
    Legal authorization and confidentiality: The FR Y-6 is authorized 
by the Board's reporting authorities, which are located in section 
5(c)(1) of the BHC Act for BHCs (12 U.S.C. 1844(c)(1)), section 
10(b)(2) of HOLA for SLHCs (12 U.S.C. 1467a(b)(2)), and section 618 of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-
Frank Act) for securities holding companies (12 U.S.C. 1850a(c)(1)). 
The Board has authority to require IHCs to file the FR Y-6 pursuant to 
section 5(c) of the BHC Act (12 U.S.C. 1844(c)) and sections 102(a)(1) 
and 165 of the Dodd-Frank Act (12 U.S.C. 5311(a)(1) and 5365).\5\ The 
Board has the authority to require any top-tier HC that is organized 
under foreign law but is not a FBO, and any FBO that does not meet the 
requirements of and is not treated as a qualifying FBO under Regulation 
K, to file the FR Y-6 under sections 8(a) and 13(a) of the 
International Banking Act of 1978 (IBA) (12 U.S.C. 3106(a) and 3108(a)) 
and section 5(c)(1) of the BHC Act (12 U.S.C. 1844(c)(1)). Section 8(a) 
of the IBA makes certain FBOs subject to the provisions of the BHC Act, 
and

[[Page 27642]]

section 13(a) of the IBA authorizes the Board to ``issue such rules, 
regulations, and orders as'' it may deem necessary in order to perform 
its ``respective duties and functions under this chapter and to 
administer and carry out the provisions and purposes of this chapter 
and prevent evasions thereof.''
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    \5\ Section 102(a)(1) of the Dodd-Frank Act (12 U.S.C. 
5311(a)(1)), defines ``bank holding company'' for purposes of Title 
I of the Dodd-Frank Act to include FBOs that are treated as bank 
holding companies under section 8(a) of the IBA (12 U.S.C. 3106(a)). 
The Board has required, pursuant to section 165(b)(1)(B)(iv) of the 
Dodd-Frank Act (12 U.S.C. 5365(b)(1)(B)(iv)), certain FBOs subject 
to section 165 of the Dodd-Frank Act to form U.S. IHCs. Accordingly, 
the parent foreign-based organization of a U.S. IHC is treated as a 
BHC for purposes of the BHC Act and section 165 of the Dodd-Frank 
Act. Because section 5(c) of the BHC Act authorizes the Board to 
require reports from subsidiaries of BHCs, section 5(c) provides 
authority to require U.S. IHCs to report the information contained 
in the FR Y-6.
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    The FR Y-7 is authorized by sections 8(a) and 13(a) of the IBA and 
section 5(c)(1) of the BHC Act.
    The FR Y-10 and FR Y-10E are authorized by the Board's reporting 
authorities, which are located in section 5(c)(1) of the BHC Act for 
BHCs, section 10(b)(2) of HOLA for SLHCs, and section 618 of the Dodd-
Frank Act for securities holding companies. The Board is authorized to 
require state member banks and agreement and Edge corporations to file 
the FR Y-10 by reporting authorities located in sections 9(6), 25, and 
25A of the Federal Reserve Act (FRA) (for state member banks, agreement 
corporations, and Edge corporations, respectively) (12 U.S.C. 324, 602, 
and 625, respectively). Similarly, information collection from national 
banks under the FR Y-10 and FR Y-10E with respect to their foreign 
branches, their investments made under Subpart A of Regulation K, and 
foreign branches of their foreign subsidiaries that are investments 
made under Subpart A of Regulation K, is authorized by the reporting 
authorities located in sections 25 and 25A of the FRA. The Board has 
the authority to require FBOs to file the FR Y-10 under sections 8(a) 
and 13(a) of the IBA and section 5(c)(1) of the BHC Act.
    Information collections under the FR Y-6, FR Y-7, and FR Y-10 are 
mandatory. Information collections under the FR Y-10E are voluntary.
    Individual respondents may request that information submitted to 
the Board through the FR Y-6, FR Y-7, FR Y-10, and FR Y-10E be kept 
confidential. If a respondent requests confidential treatment, the 
Board will determine whether the information is entitled to 
confidential treatment on a case-by-case basis. To the extent a 
respondent submits nonpublic commercial or financial information, which 
is both customarily and actually treated as private by the respondent, 
the respondent may request confidential treatment pursuant to exemption 
4 of the Freedom of Information Act (FOIA) (5 U.S.C. 552(b)(4)). To the 
extent a respondent submits personal, medical, or similar files, the 
disclosure of which would constitute an unwarranted invasion of 
privacy, the respondent may request confidential treatment pursuant to 
exemption 6 of the FOIA (5 U.S.C. 552(b)(6)). Additionally, personal 
home addresses of securities holders submitted in response to the FR Y-
7 will be treated as confidential pursuant to exemption 6 of the FOIA.

    Board of Governors of the Federal Reserve System.

    Dated: May 3, 2022.
Michele Taylor Fennell,
Deputy Associate Secretary of the Board.
[FR Doc. 2022-09850 Filed 5-6-22; 8:45 am]
BILLING CODE 6210-01-P


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