FRY6_FRY7_FRY10_FRY10E_20161104_omb

Supporting Statement for the
Annual Report of Holding Companies, Annual Report of Foreign Banking Organizations,
Report of Changes in Organizational Structure, and
Supplement to the Report of Changes in Organizational Structure
(FR Y-6, FR Y-7, FR Y-10, and FR Y-10E; OMB No. 7100-0297)
Summary
The Board of Governors of the Federal Reserve System (Board), under delegated
authority from the Office of Management and Budget (OMB), proposes to extend for three years,
with revision, the mandatory Structure Reporting Requirements for Domestic and Foreign
Banking Organizations (OMB No. 7100-0297). This family of reports is composed of the
following four reports:
 Annual Report of Holding Companies (FR Y-6), which collects financial data, an
organization chart, verification of domestic branch data, and information about
shareholders from bank holding companies (BHCs), savings and loan holding companies
(SLHCs) (collectively, HCs), and non-qualifying foreign banking organizations (FBOs),
 Annual Report of Foreign Banking Organizations (FR Y-7), which is an annual
information collection submitted by qualifying FBOs to update their financial and
organizational information with the Federal Reserve,
 Report of Changes in Organizational Structure (FR Y-10), which is an event-generated
information collection to capture changes in the regulated investments and activities of
various entities, and
 Supplement to the Report of Changes in Organizational Structure (FR Y-10E), which is a
free-form supplement that may be used to collect additional structural information
deemed to be critical and needed in an expedited manner.
The Federal Reserve proposes to revise the FR Y-6, FR Y-7, and FR Y-10 by modifying
confidential treatment questions on the reporting forms and instructions to align with the recently
approved confidentiality check-box proposal.1
The Federal Reserve proposes to revise the FR Y-7 and FR Y-10 to incorporate U.S.
IHCs formed under the final rule for Enhanced Prudential Standards (Regulation YY) for FBOs
by 1) updating the FR Y-7 instructions to indicate the FBO must report its interest in an IHC on
the organization chart and 2) expanding the FR Y-10 reporting form and instructions to include
IHC reporting guidance in the General Instructions, Banking Schedule, Nonbanking Schedule,
Legal Authority Codes (LAC), and Glossary entries.2
The Federal Reserve proposes to revise the FR Y-6 by 1) adding electronic submission
option, 2) clarifying the differences in reporting of additional companies by BHCs and SLHCs,
3) adding a formula to calculate ownership percentage, and 4) clarifying the signature
requirements for employee stock ownership plans (ESOPs) and limited liability companies
1

See 80 FR 52282 (August 28, 2015).
The draft FR Y-6 reporting form and instructions associated with this proposal also include the language to collect
information for U.S. IHCs of FBOs as discussed in the IHC proposal. See 81 FR 6265 (February 5, 2016) and
81 FR 35016 (June 1, 2016).
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(LLCs).
The Federal Reserve proposes to revise the FR Y-10 by 1) removing the instructions for
implementation of SLHCs from the General Instructions, 2) removing the legal authority
paragraph in the General Instructions, 3) clarifying the instructions regarding the interest in sole
partnership and sole member LLCs, 4) separating the LAC for SLHCs into two codes, 5) adding
several new Glossary entries, and 6) incorporating clarifying instructions that a nonbank
subsidiary under a savings association does not meet the definition of a financial subsidiary.
The proposed changes to the FR Y-10 reporting form and instructions would be effective
October 14, 2016. The proposed changes to the FR Y-6 and FR Y-7 reporting forms and
instructions would be effective with fiscal year-ends beginning December 31, 2016. The Federal
Reserve is not modifying the FR Y-10E. The current annual reporting burden for the structure
reporting forms and instructions is estimated to be 70,565 hours and would remain unchanged
with the proposed revisions.
Background and Justification
FR Y-6
Section 5(c) of the BHC Act authorizes the Federal Reserve to require BHCs to keep the
Federal Reserve informed, in part, of their financial condition, risk management systems, and
transactions with bank subsidiaries. The Federal Reserve has collected annual reports in some
form since the implementation of the BHC Act of 1956.
Data from the FR Y-6 enable the Federal Reserve to monitor HC operations for purposes
of ensuring that operations are conducted in a safe and sound manner and to determine HC
compliance with the provisions of the BHC Act, Home Owners’ Loan Act (HOLA), and
Regulations Y and LL. The data collected on shareholders, directors, officers and others provide
valuable information, which is used for various supervisory purposes. For example, data on
outside business interests of directors and officers aid in identifying chain-banking organizations
by indicating when an individual owns 25 percent or more of each of two or more banking
organizations. In addition, information on the principal owners and directors is of supervisory
importance since these individuals have a significant effect on the policies and condition of
banking organizations. Furthermore, information on the outside business interests of insiders can
be useful in uncovering situations than involve a conflict of interest or preferential treatment in
the granting of credit. Finally, information on ownership helps the Federal Reserve monitor
compliance with the Change in Bank Control Act.
The timely collection of these data in a supervisory report enhances the Federal Reserve’s
efforts to monitor HC activities. In 2012, the Federal Reserve expanded the FR Y-6 reporting
panel to include SLHCs and clarified the reporting instructions.
The FR Y-6 data are available to other federal banking agencies for use in their
supervision of national and state nonmember banks. In addition, the FR Y-6 serves as a source

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of information on HCs for the public and for responses to information requests from Congress.
This information is not available from other sources.
FR Y-7
The Federal Reserve implemented the FR Y-7 in January 1972 and required only foreign
banks that controlled U.S. subsidiary banks to file the report. With the enactment of the
International Banking Act of 1978 (IBA), the Congress established a framework for federal
regulation of foreign banks operating in U.S. financial markets. Section 7 of the IBA authorizes
the Federal Reserve to examine U.S. branches, agencies, and subsidiary commercial lending
companies of foreign banks and to assess the condition of the multi-state banking operations of
foreign banks. Section 8(a) of the IBA states that foreign banks that engage in banking in the
United States through a U.S. branch, agency or subsidiary commercial lending company and
companies that control such foreign banks are subject to the provisions of the BHC Act, as
amended.
The Federal Reserve uses information collected on this reporting form to assess an FBO’s
ability to be a continuing source of strength to its U.S. operations, to determine eligibility as a
Qualifying FBO, and to determine compliance with U.S. laws and regulations. This information
is not available from other sources.
FR Y-10
The Changes in Investments and Activities of Top-Tier Financial Holding Companies,
Bank Holding Companies, and State Member Banks (FR Y-6A; OMB No. 7100-0124) was
created in 1985 to capture structure information for new BHCs or BHCs that had undergone a
change in their organizational structure. In September 2001, the Federal Reserve replaced the
FR Y-6A with the FR Y-10 to reduce the burden and costs associated with submitting this
information. This revision made the submission of structure information by domestic and
foreign banking organizations more similar, increased the thresholds for investments to be
included, reduced the types of investments to be included, streamlined the method for indicating
the percentage ownership of nonbanking investments, and simplified the submission of legal
authority and activity codes. Finally, the submission of certain information on the structure of
foreign investments was moved from the Report of Changes in Foreign Investments (Made
Pursuant to Regulation K) (FR 2064; OMB No. 7100-0109) to the FR Y-10.
In 2012, the Federal Reserve expanded the FR Y-10 reporting panel to include SLHCs,
added a Savings and Loan Schedule, and revised the 4(k) Schedule.
The Federal Reserve uses this information to monitor the activities of reportable
companies for purposes of ensuring that the activities are conducted in a safe and sound manner
and to determine compliance with applicable laws and regulations. The FR Y-10 data provide
the Federal Reserve with information integral to monitoring compliance with the BHC Act, the
Gramm-Leach-Bliley Act, the Federal Reserve Act (FRA), HOLA, Regulation Y, Regulation K,
Regulation LL, and Regulation YY. Additionally, the FR Y-10 is the only source of information
collected by a banking agency that captures detailed information on the structure of the banking

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organizations described in the Respondent Panel section below. This information is not available
from other sources.
FR Y-10E
The Federal Reserve implemented the FR Y-10E, effective June 30, 2007, to create a
free-form supplement to the FR Y-10 so that, should there be an immediate need for critical
organizational structural information, the necessary data could be collected on this supplement at
the earliest practicable date. This supplement may only be used to meet new legislative
requirements, answer Congressional inquiries, or respond to critical market events that could not
be addressed in a timely manner if the Federal Reserve were required to seek approval through
the reports clearance process.
Description of Information Collection
The annual FR Y-6 is submitted by top-tier HCs and non-qualifying FBOs and contains
the requirement that HCs not registered with the U.S. Securities and Exchange Commission
submit to the Federal Reserve their annual report to shareholders, if one is created. The FR Y-6
also requires the submission of an organizational chart, verification of domestic branch data, and
collection of information on the identity, percentage ownership, and business interests of
principal shareholders, directors, and executive officers.
The annual FR Y-7 is submitted by qualifying FBOs that are directly or indirectly
engaged in the business of banking in the United States as of the end of the respondent’s fiscal
year.3 The FR Y-7 collects financial, organizational, and managerial information.
The FR Y-10 is comprised of eight schedules for collecting data on organizational
structural changes for the reportable companies listed in the respondent panel section.
The FR Y-10E supplement collects additional structural information deemed to be critical
and needed in an expedited manner. This supplement may only be used to meet new legislative
requirements, answer Congressional inquiries, or respond to critical market events that could not
be addressed in a timely manner if the Federal Reserve were required to seek approval through
the reports clearance process. Subsequent to the implementation of this supplement, if the data
were needed on a permanent basis, the Federal Reserve would complete the report clearance
process, including a request for public comment.
Proposed Revisions to the FR Y-6, FR Y-7, and FR Y-10
Confidentiality. The Federal Reserve proposes to revise these reports by modifying the
confidentiality questions on the reporting forms and amending the instructions to align with the
recently approved confidentiality check-box proposal. The change would allow institutions to
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Under the International Banking Act of 1978, banks organized under the laws of Puerto Rico and other American
possessions are generally not required to file the FR Y-7. Such banks are insured by the FDIC and examined by
U.S. supervisory agencies. Also, FBOs that are BHCs or that have a U.S. BHC subsidiary are required to report on
the FR Y-6 all interests held through the top-tier U.S. BHC.

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indicate, using a check-box on the first page of the report, whether they are requesting
confidential treatment for any portion of the data provided, and whether they are submitting a
formal justification with the data or separately.
Proposed Revisions to the FR Y-7 and FR Y-10
IHC reporting. The Board’s Regulation YY,4 in part, requires FBOs to designate IHCs,
if certain requirements are met.
The Federal Reserve proposes the following revisions to collect information specific to
IHCs and their identification. Additionally, the information would assist in the supervision of
the U.S. operations of FBOs.
FR Y-7 instructions. The Federal Reserve proposes to expand the organization chart
instructions to include the requirement that an FBO report its interest in an IHC.
FR Y-10 reporting form and instructions. The Federal Reserve proposes to expand the
General Instructions to include changes to the organizational structure of an IHC as requiring the
submission of the FR Y-10.
On the Banking and Nonbanking Schedules, the Federal Reserve proposes to add “IHCs”
to the company type. Banking Schedule item 5, “Fiscal Year End,” would be revised to be
applicable to IHCs. Additionally, on the Nonbanking Schedule, a new item “Fiscal Year End”
would be added to allow for reporting IHCs that do not control a U.S. insured depository
institution. The new item would be item 5 and current items 4 and 5 would be renumbered to 4.a
and 4.b, respectively.
On the Banking and Nonbanking Schedules, the Federal Reserve proposes to add
examples for “Date of Event” in the instructions to provide guidance to IHC reporting.
Proposed Revisions to the FR Y-6 only
Instruction updates. The Federal Reserve proposes to provide the option of submitting
the FR Y-6 report electronically as a Portable Document File (PDF) file in an e-mail attachment
to a secured e-mail address. The electronic submission option will facilitate easier processing
and better recordkeeping.
The Federal Reserve proposes to clarify the difference in reporting requirements related
to additional reportable entities for BHCs, IHCs, and SLHCs on the FR Y-6 (i.e., >=5% to <
25% for BHCs and IHCs versus >=5% to <=25% for SLHCs). The slight difference in reporting
criteria often results in a request for a revised schedule. Adding this clarification would reduce
reporter burden.
The Federal Reserve proposes to add a formula to calculate ownership percentage control
for Report Item 3. The formula is used by the Federal Reserve when calculating control.
4

See 12 CFR part 252.

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Inclusion of the formula would help to standardize information received.
Reporting form and instructions updates. The Federal Reserve proposes to clarify the
signature requirements for Employee Stock Ownership Plans (ESOPs) and Limited Liability
Companies (LLCs). Reporters are confused who the authorized signer should be when the HC is
organized as an ESOP or LLC due to the different corporate structures.
Proposed Revisions to the FR Y-10 only
Instructions. The Federal Reserve proposes to remove the reference to the phase-in
reporting of SLHCs from the General Instructions, which is no longer relevant because the
phase-in is complete.
Also in the General Instructions, the Federal Reserve proposes to remove the paragraph
under “What is the Legal Authority for the FR Y-10?” This change will align the reporting
instructions with other forms and instructions, which provide the legal authority on the form.
In the Banking, Savings and Loan, and Nonbanking Schedules instructions, the Federal
Reserve proposes to clarify conditions under which sole partnership and sole member LLCs are
reportable. Institutions often report incorrectly. The clarification would result in fewer
revisions, thereby reducing overall burden.
The Federal Reserve proposes to rephrase the description of section 10(c)(6)(B) in Legal
Authority Code (LAC) 412 and create a new LAC for section 10(c)(9)(C) to clearly identity
which exemption SLHCs are claiming as a grandfathered unitary SLHC.
The Federal Reserve also proposes to add definitions to the FR Y-10 Glossary for the
following terms: Grandfathered Unitary Savings and Loan Holding Company, Insured
Depository Institution, and U.S. Intermediate Holding Company.
In the Nonbanking Schedule instructions, the Federal Reserve proposes to add a note to
clarify that a nonbank subsidiary under a savings association does not meet the definition of a
financial subsidiary.
The Federal Reserve proposes to update the Merger Schedule instructions to indicate that
the popular name of the branch (for example, when the branch was formerly the head office of
the nonsurvivor) must be reported on the Domestic Branch Schedule. Respondents often forget
to report this information.
Respondent Panel
The FR Y-6 panel comprises top-tier HCs and nonqualifying FBOs. The FR Y-7 panel
comprises all qualifying FBOs that engage in banking in the United States, either directly or
indirectly. The FR Y-10 and FR Y-10E panel comprises FBOs; top-tier HCs; securities HCs;
state member banks that are not controlled by a HC; Edge and agreement corporations that are
not controlled by a member bank, domestic HC, or an FBO; and nationally chartered banks that

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are not controlled by a HC (with regard to their foreign investments only).
Time Schedule for Information Collection and Publication
The FR Y-6 is submitted annually, no later than 90 calendar days after the end of the
HC’s or nonqualifying FBO’s fiscal year. Individual respondent data are available to the public
upon request through the appropriate Reserve Bank. Under certain circumstances, however,
respondents may request confidential treatment.
All qualifying FBOs file the FR Y-7 annually as of the end of the FBO’s fiscal year; the
data are due no later than four months after the report date. Individual respondent data are
available to the public upon request through the appropriate Reserve Bank. Under certain
circumstances, however, respondents may request confidential treatment.
The FR Y-10 is event-generated, and the data are submitted within 30 calendar days of a
reportable transaction or event. Individual respondent data are available to the public upon
request through the appropriate Reserve Bank. Under certain circumstances, however,
respondents may request confidential treatment. Limited data from the FR Y-10 are published
on the NIC website. The FR Y-10E is event-generated and the data are submitted on an ad-hoc
basis as needed.
Legal Status
The Board’s Legal Division has determined that the following statutes authorize the
Federal Reserve to require the collections of information:
FR Y-6: Section 5(c)(1)(A) of the BHC Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a)
and 13(a) of the IBA (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11(a)(1), 25, and 25A of the
FRA (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sections 113, 165, 312, 618, and 809 of the
Dodd-Frank Act (DFA) (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)).
FR Y-7: Sections 8(a) and 13(a) of the IBA (12 U.S.C. §§ 3106(a) and 3108(a));
sections 113, 165, 312, 618, and 809 of the DFA (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1),
and 5468(b)(1)).
FR Y-10 and FR Y-10E: Sections 4(k) and 5(c)(1)(A) of the BHC Act (12 U.S.C. §§
1843(k) and 1844(c)(1)(A)); section 8(a) of the IBA (12 U.S.C. § 3106(a)); sections 11(a)(1),
25(7), and 25A of the FRA (12 U.S.C. §§ 248(a)(1), 321, 601, 602, 611a , 615, and 625); and
sections 113, 165, 312, 618, and 809 of the DFA (12 U.S.C. §§ 5361, 5365, 5412, 1850a(c)(1),
and 5468(b)(1)); and section 10(c)(2)(H) of HOLA (12 U.S.C. § 1467a(c)(2)(H)).
The obligation to respond is mandatory. The Board’s Legal Division has also determined
that the data collected in the FR Y-6, FR Y-7, FR Y-10, and FR Y-10E are not considered
confidential. With regard to information that a banking organization may deem confidential, the
institution may request confidential treatment of such information under one or more of the
exemptions in the Freedom of Information Act (FOIA) (5 U.S.C. § 552). The most likely case

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for confidential treatment will be based on FOIA exemption 4, which permits an agency to
exempt from disclosure “trade secrets and commercial or financial information obtained from a
person and privileged and confidential” (5 U.S.C. § 552(b)(4)). To the extent an institution can
establish the potential for substantial competitive harm, such information would be protected
from disclosure under the standards set forth in National Parks and Conservation Association v.
Morton, 498 F.2d 765 (D.C. Cir. 1974). Exemption 6 of FOIA might also apply with regard to
the respondents’ submission of non-public personal information of owners, shareholders,
directors, officers and employees of respondents. Exemption 6 covers “personnel and medical
files and similar files the disclosure of which would constitute a clearly unwarranted invasion of
personal privacy” (5 U.S.C. § 552(b)(6)). All requests for confidential treatment would need to
be reviewed on a case-by-case basis and in response to a specific request for disclosure.
Consultation Outside the Agency
On April 25, 2016, the Federal Reserve published a notice in the Federal Register
(81 FR 24101) 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. The comment period for this notice expired on
June 24, 2016. The Federal Reserve received one comment letter from an industry association,
which was outside the scope of the proposed changes.
Detailed Discussion of Public Comments
The commenter requested an electronic filing option for the FR Y-6 Organizational
Chart. After review and consideration, the Federal Reserve will provide the option of submitting
the FR Y-6 report as a PDF file in an e-mail attachment to reduce burden. The instructions will
be updated to reflect this change.
The commenter stated the method for validating Legal Entity Identifiers (LEIs) is
inaccurate particularly for LEIs issued prior to 2012. While the validation method is accurate
based on the current standards for issuing an LEI, the Federal Reserve believes it can be removed
since the one-time collection for existing LEIs has been completed. Upon consideration of the
comment, the Federal Reserve will remove the LEI validation from the FR Y-10 online
application.
Although the proposal did not include amendments to item 10 or the definition of an LLC
on the FR Y-10, the commenter requested guidance on how to report foreign entities for that line
item in the FR Y-10 and suggested that a mapping document be provided, which would list
foreign entities with their corresponding U.S. legal structure. Alternatively, the commenter made
a number of suggestions regarding how LLCs, in particular, are reported on the form, and one
suggestion was to modify the definition of LLC to clarify when a foreign entity should be
reported as an LLC. After review and consideration, the Federal Reserve decided not to make
these changes. Given the vast number of diverse organizational structures, the Federal Reserve
believes that it is up to each respondent to apply judgement in determining whether a particular
entity type fits within the legal entity structures listed in the form, including whether a foreign
entity should be reported as an LLC. If a respondent determines that a business organization
does not fit within any of the legal entity structures listed in the form, including the definition of

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LLC, it may report the legal entity as “Other” and provide a description of its unique
characteristics.
The commenter requested clarification on how to report ownership interests in LLCs
when the organization’s governing documents are silent regarding the designation of a managing
member and where an entity is designated as a manager (i.e., actively manages the day-to-day
operation of the LLC), but has no ownership interest in the LLC. In addition, the commenter
suggested that a flowchart be provided in the instructions to indicate how to report these
interests. After review and consideration, the Federal Reserve decided not to make these
changes. Since each respondent’s relationship with the LLC will vary and the determination of
whether to report its ownership interest as a managing or non-managing member may depend
upon a combination of factors, including applicable state laws, the respondent should consult
with its legal staff to take into account these unique facts and circumstances and report its
interest in the manner it deems most appropriate.
The commenter requested an established and consistent process for withdrawing an
erroneous FR Y-10 report that should not have been filed. The Federal Reserve supports
incorporating procedures for this process and will consider adding them as part of a future
proposal.
Finally, the commenter requested several other technical enhancements to the FR Y-10
online application: (1) establish a process for withdrawing an FR Y-10 report that should not
have been filed, (2) add straight-through processing of the FR Y-10 either directly from internal
systems or through a data load process, (3) add a notification that informs the reporter after an
event has been processed, (4) add foreign branch entities, (5) remove restriction in the FR Y-10
online application to allow reporters that own interest in the same entity to report their holdings
differently, and (6) update the RSSD search function. The Federal Reserve needs additional time
to investigate whether these enhancements are feasible and may consider them as a part of a
future proposal as costs and resources permit.
On October 19, 2016, the Federal Reserve published a final notice in the Federal Register
(81 FR 72053) for the FR Y-6, FR Y-7, FR Y-10, and FR Y-10E.
Estimate of Respondent Burden
The annual reporting burden associated with the Federal Reserve’s share of the structure
reporting forms and instructions is estimated to be 70,565 hours. The Federal Reserve believes
that the proposed changes to the FR Y-6, FR Y-7, and FR Y-10 apply to a small number of
institutions over the whole panel, therefore, there is no substantive change in the average hours
per response. These reporting requirements represent less than 1 percent of the total Federal
Reserve System paperwork burden.

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Number of
respondents5
FR Y-6 initial
FR Y-6 ongoing
FR Y-7
FR Y-10 initial
FR Y-10 ongoing
FR Y-10E

13
4,827
243
530
5,298
5,298
Total

Estimated
Estimated
Annual
average hours annual burden
frequency
per response
hours
1
10
130
1
5.50
26,549
1
4
972
1
1
530
3
2.50
39,735
1
0.50
2,649
70,565

The total annual cost to the public for these information collections is estimated to be
$3,750,530.6
Sensitive Questions
These collections of information contain no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The current cost to the Federal Reserve System for collecting and processing these
reports is estimated to be $2,362,850 per year.

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Of these respondents, 3,356 for the FR Y-6; none for the FR Y-7; 3,693 for the FR Y-10; and 3,693 for the FR Y10E are considered small entities as defined by the Small Business Administration (i.e., entities with less than $550
million in total assets) www.sba.gov/contracting/getting-started-contractor/make-sure-you-meet-sba-sizestandards/table-small-business-size-standards.
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Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $17, 45% Financial Managers at
$65, 15% Lawyers at $66, and 10% Chief Executives at $89). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor and Statistics (BLS), Occupational Employment and Wages
May 2015, published March 30, 2016 www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined using
the BLS Occupational Classification System, www.bls.gov/soc/.

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