FRY9_20210128_omb

Supporting Statement for the
Financial Statements for Holding Companies
(FR Y-9 Reports; OMB No. 7100-0128)
Regulatory Capital Treatment for Investments in Certain Unsecured Debt Instruments of
Global Systemically Important U.S. Bank Holding Companies, Certain Intermediate Holding
Companies, and Global Systemically Important Foreign Banking Organizations;
Total Loss-Absorbing Capacity Requirements
(Docket No. R-1655; RIN 7100-AF43)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years, with
revision, the Financial Statements for Holding Companies (FR Y-9; OMB No. 7100-0128). This
information collection comprises the following five reports:
 Consolidated Financial Statements for Holding Companies (FR Y-9C),
 Parent Company Only Financial Statements for Large Holding Companies (FR Y-9LP),
 Parent Company Only Financial Statements for Small Holding Companies (FR Y-9SP),
 Financial Statements for Employee Stock Ownership Plan Holding Companies
(FR Y-9ES), and
 Supplement to the Consolidated Financial Statements for Holding Companies
(FR Y-9CS).
The Board requires bank holding companies (BHCs), most savings and loan holding
companies (SLHCs), any securities holding companies, and U.S. intermediate holding companies
(IHCs) (collectively, HCs) to provide standardized financial statements through one or more of
the FR Y-9 reports.1 The information collected on the FR Y-9 reports is necessary for the Board
to identify emerging financial risks and monitor the safety and soundness of HC operations.
The Board, Federal Deposit Insurance Corporation (FDIC), and Office of the Comptroller
of the Currency (OCC) (collectively, the agencies) adopted a final rule2 that applies to advanced
approaches banking organizations with the aim of reducing both interconnectedness within the
financial system and systemic risks. The final rule requires deduction from a banking
organization’s regulatory capital for certain investments in unsecured debt instruments issued by
foreign or U.S. global systemically important banking organizations (GSIBs) for the purposes of
meeting minimum total loss-absorbing capacity (TLAC) requirements and, where applicable,
long-term debt requirements, or for investments in unsecured debt instruments issued by GSIBs
that are pari passu or subordinated to such debt instruments. The final rule is effective on April 1,
2021.
1

An SLHC must file one or more of the FR Y-9 family of reports unless it is (1) a grandfathered unitary SLHC with
primarily commercial assets and thrifts that make up less than 5 percent of its consolidated assets or (2) a SLHC that
primarily holds insurance-related assets and does not otherwise submit financial reports with the U.S. Securities and
Exchange Commission (SEC) pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.
2
86 FR 708 (January 6, 2021).

To implement the reporting requirements of the final rule, the Board revised the
FR Y-9C, Schedule HC-R, to add new regulatory capital line items and to amend instructions for
existing regulatory capital items, as described in detail under the “Revisions to the FR Y-9C”
section below. The revisions are effective with the June 30, 2021, report date. No changes were
made to the FR Y-9LP, FR Y-9SP, FR Y-9ES, or FR Y-9CS.
The current estimated total annual burden for the FR Y-9 is 119,725 hours, and would
increase to 119,763. The revisions resulted in an increase of 38 hours. The draft FR Y-9C form
and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportforms/review.aspx.
Background and Justification
The FR Y-9 reports are the Board’s primary source of financial data on HCs. Federal
Reserve System examiners rely on the FR Y-9 reports to supervise financial institutions between
on-site inspections. The Board uses the collected data to detect emerging financial problems,
conduct pre-inspection analysis, monitor and evaluate capital adequacy, evaluate mergers and
acquisitions, and analyze a HC’s overall financial condition to monitor the safety and soundness
of its operations. The information collected by the FR Y-9 report is not available from other
sources.
Description of Information Collection
The FR Y-9C consists of standardized financial statements similar to the Call Reports
filed by commercial banks. The FR Y-9C collects consolidated data from HCs and is filed
quarterly by top-tier HCs with total consolidated assets of $3 billion or more.3
The FR Y-9LP, which collects parent company only financial data, must be submitted by
each HC that files the FR Y-9C, as well as by each of its subsidiary HCs.4 The report consists of
standardized financial statements.
The FR Y-9SP is a parent company only financial statement filed semiannually by HCs
with total consolidated assets of less than $3 billion. In a banking organization with total
consolidated assets of less than $3 billion that has tiered HCs, each HC in the organization must
submit, or have the top-tier HC submit on its behalf, a separate FR Y-9SP. This report collects
basic balance sheet and income data for the parent company, as well as data on its intangible
assets and intercompany transactions.
The FR Y-9ES is filed annually by each employee stock ownership plan (ESOP) that is
also an HC. The report collects financial data on the ESOP’s benefit plan activities. The
FR Y-9ES consists of four schedules: a Statement of Changes in Net Assets Available for
Benefits, a Statement of Net Assets Available for Benefits, Memoranda, and Notes to the
Financial Statements.
Under certain circumstances described in the FR Y-9C’s General Instructions, HCs with assets under $3 billion
may be required to file the FR Y-9C.
4
A top-tier HC may submit a separate FR Y-9LP on behalf of each of its lower-tier HCs.
3

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The instructions to each of the FR Y-9C, FR Y-9LP, FR Y-9SP, and FR Y-9ES state that
respondent HCs should retain workpapers and other records used in the preparation of the
reports.
The FR Y-9CS is a voluntary, free-form supplemental report that the Board may utilize to
collect critical additional data from HCs deemed to be needed in an expedited manner. The
FR Y-9CS data collections are used to assess and monitor emerging issues related to HCs, and
the report is intended to supplement the other FR Y-9 reports. The data requested by the
FR Y-9CS would depend on the Board’s data needs in a given situation. For example, changes
made by the Financial Accounting Standards Board may introduce into U.S. generally accepted
accounting principles new data items that are not currently collected by the other FR Y-9 reports.
The Board could use the FR Y-9CS report to collect these data until the items are implemented
into the other FR Y-9 reports.5
Respondent Panel
The FR Y-9 reports panel is comprised of HCs. Specifically, the FR Y-9C panel consists
of top-tier HCs with total consolidated assets of $3 billion or more; the FR Y-9LP panel consists
of each HC that files the FR Y-9C, as well as each of its subsidiary HCs; the FR Y-9SP panel
consists of HCs with total consolidated assets of less than $3 billion; the FR Y-9ES panel
consists of each ESOP that is also an HC; and the FR Y-9CS panel consists of any HC the Board
selects.
Revisions to the FR Y-9C
The agencies adopted a final rule that applies to advanced approaches banking
organizations with the aim of reducing both interconnectedness within the financial system and
systemic risks. The final rule requires deduction from a banking organization’s regulatory capital
for certain investments in unsecured debt instruments issued by foreign or U.S. GSIBs for the
purposes of meeting minimum TLAC requirements and, where applicable, long-term debt
requirements, or for investments in unsecured debt instruments issued by GSIBs that are pari
passu or subordinated to such debt instruments. The final rule is effective on April 1, 2021.
To implement the reporting requirements of the final rule, the Board revised the
FR Y-9C, Schedule HC-R, Part I, Regulatory Capital Components and Ratios, to amend
instructions for line items 11, 17, 24, and 43 to effectuate the deductions from regulatory capital
for advanced approaches holding companies related to investments in covered debt instruments
and excluded covered debt instruments. Further, the Board revised the FR Y-9C, Schedule
HC-R, Part II, Risk-Weighted Assets, to amend instructions for line items 2(a), 2(b), 7, and 8 to
incorporate investments in covered debt instruments and excluded debt instruments, as
applicable, by advanced approaches holding companies in their calculation of risk-weighted
assets.
5

The FR Y-9CS was most recently used by the Board on June 30, 2008. In that collection, data were requested from
banking organizations implementing an Advanced Measurement Approach to calculate operational risk capital
under the Basel II Risk-Based Capital Framework. The report was used to conduct a voluntary Loss Data Collection
Exercise relating to operational risk.

3

In addition, the Board revised the FR Y-9C, Schedule HC-R, Part I, Regulatory Capital
Components and Ratios, to create new line items and instructions to allow the BHCs of U.S.
GSIBs and the IHCs of foreign GSIBs to publicly report their long-term debt (LTD) and TLAC
in accordance, respectively, with 12 CFR Part 252, subpart G and 12 CFR Part 252, subpart P.
Specifically, new line items are created to report, as applicable, BHCs of U.S GSIBs’ and IHCs
of foreign GSIBs’:
(1) outstanding eligible LTD (item 50),
(2) TLAC (item 51),
(3) LTD standardized risk-weighted asset ratio (item 52, column A),
(4) TLAC standardized risk-weighted asset ratio (item 52, column B),
(5) LTD advanced approaches risk-weighted asset ratio (item 53, column A),
(6) TLAC advanced approaches riskweighted asset ratio (item 53, column B),
(7) IHCs of foreign GSIBs only: LTD leverage ratio (item 54, column A),
(8) IHCs of foreign GSIBs only: TLAC leverage ratio (item 54, column B),
(9) LTD supplementary leverage ratio (item 55, column A),
(10) TLAC supplementary leverage ratio (item 55, column B),
(11) institution-specific TLAC risk-weighted asset buffer necessary to avoid limitations
on distributions and discretionary bonus payments (item 57(a)), and
(12) TLAC leverage buffer necessary to avoid limitations on distributions and
discretionary bonus payments (item 57(b)).
Existing line items 50(a), 50(b), 51, 52, and 53 are re-numbered to 56(a), 56(b), 58, 59,
and 60, respectively, and instructions’ references updated, to account for the proposed inclusion
of the new data collection items described above. Finally, the instructions for renumbered line
item 59, Distributions and discretionary bonus payments during the quarter, were amended for
the BHCs of U.S. GSIBs and the IHCs of foreign GSIBs to reflect maximum payout amounts
that take into account a firm’s TLAC risk-weighted and leverage buffers reported in line items
57(a) and 57(b), respectively. The revisions are effective with the June 30, 2021, report date. No
changes were made to the FR Y-9LP, FR Y-9SP, FR Y-9ES, or FR Y-9CS.
Time Schedule for Information Collection
The FR Y-9C and FR Y-9LP are filed quarterly as of the last calendar day of March,
June, September, and December. The filing deadline for the FR Y-9C is 40 calendar days after
the March 31, June 30, and September 30 as-of dates and 45 calendar days after the
December 31 as-of date. The filing deadline for the FR Y-9LP is 45 calendar days after the
quarter-end as-of date. The FR Y-9SP is filed semiannually as of the last calendar day of June
and December, and the filing deadline is 45 calendar days after the as-of date. The annual
FR Y-9ES is collected as of December 31, and the filing deadline is July 31 of the following
year, unless an extension to file by October 15 is granted. Respondents will be notified of the
filing deadline for the FR Y-9CS if it is utilized by the Board.
Public Availability of Data
Data from the FR Y-9 reports that are not granted confidential treatment are publicly
available on the FFIEC website: https://www.ffiec.gov/NPW.
4

Legal Status
The Board has the authority to impose the reporting and recordkeeping requirements
associated with the FR Y-9 family of reports on bank holding companies pursuant to section 5 of
the Bank Holding Company Act of 1956 (BHC Act) (12 U.S.C. § 1844); on savings and loan
holding companies pursuant to section 10(b)(2) and (3) of the Home Owners’ Loan Act
(12 U.S.C. § 1467a(b)(2) and (3)), as amended by sections 369(8) and 604(h)(2) of the DoddFrank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act); on U.S. intermediate
holding companies pursuant to section 5 of the BHC Act (12 U.S.C § 1844), as well as pursuant
to sections 102(a)(1) and 165 of the Dodd-Frank Act (12 U.S.C. §§ 511(a)(1) and 5365);6 and on
securities holding companies pursuant to section 618 of the Dodd-Frank Act (12 U.S.C. §
1850a(c)(1)(A)). Except for the FR Y-9CS report, which is expected to be collected on a
voluntary basis, the obligation to submit the remaining reports in the FR Y-9 series of reports
and to comply with the recordkeeping requirements set forth in the respective instructions to
each of the other reports, is mandatory.
With respect to the FR Y-9C report, Schedule HI’s data item 7(g) “FDIC deposit
insurance assessments,” Schedule HC-P’s data item 7(a) “Representation and warranty reserves
for 1-4 family residential mortgage loans sold to U.S. government agencies and government
sponsored agencies,” and Schedule HC-P’s data item 7(b) “Representation and warranty reserves
for 1-4 family residential mortgage loans sold to other parties” are considered confidential
commercial and financial information. Such treatment is appropriate under exemption 4 of the
Freedom of Information Act (FOIA) (5 U.S.C. § 552(b)(4)) because these data items reflect
commercial and financial information that is both customarily and actually treated as private by
the submitter, and which the Board has previously assured submitters will be treated as
confidential. It also appears that disclosing these data items may reveal confidential examination
and supervisory information, and in such instances, this information would also be withheld
pursuant to exemption 8 of the FOIA (5 U.S.C. § 552(b)(8)), which protects information related
to the supervision or examination of a regulated financial institution.
In addition, for both the FR Y-9C report, Schedule HC’s memorandum item 2.b. and the
FR Y-9SP report, Schedule SC’s memorandum item 2.b., the name and email address of the
external auditing firm’s engagement partner, is considered confidential commercial information
and protected by exemption 4 of the FOIA (5 U.S.C. § 552(b)(4)) if the identity of the
engagement partner is treated as private information by HCs. The Board has assured respondents
Section 165(b)(2) of Title I of the Dodd-Frank Act (12 U.S.C. § 5365(b)(2)), refers to “foreign-based bank holding
company.” 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 foreign banking organizations that are treated as bank holding
companies under section 8(a) of the International Banking Act of 1978 (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
foreign banking organizations subject to section 165 of the Dodd-Frank Act to form U.S. intermediate holding
companies. Accordingly, the parent foreign-based organization of a U.S. intermediate holding company is treated as
a bank holding company 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 bank holding companies, section 5(c)
provides additional authority to require U.S. intermediate holding companies to report the information contained in
the FR Y-9 series of reports.
6

5

that this information will be treated as confidential since the collection of this data item was
proposed in 2004.
Additionally, items on the FR Y-9C, Schedule HC-C for loans modified under section
4013, data items Memorandum items 16.a, “Number of Section 4013 loans outstanding” and
Memorandum items 16.b, “Outstanding balance of Section 4013 loans” are considered
confidential. While the Board generally makes institution-level FR Y-9C report data publicly
available, the Board is collecting section 4013 loan information as part of condition reports for
the impacted HCs and the Board considers disclosure of these items at the HC level would not be
in the public interest.7 Such information is permitted to be collected on a confidential basis,
consistent with 5 U.S.C. § 552(b)(8). Exemption 8 of FOIA specifically exempts from disclosure
information “contained in or related to examination, operating, or condition reports prepared by,
on behalf of, or for the use of an agency responsible for the regulation or supervision of financial
institutions.” In addition, holding companies may be reluctant to offer modifications under
section 4013 if information on these modifications made by each holding company is publicly
available, as analysts, investors, and other users of public FR Y-9C report information may
penalize an institution for using the relief provided by the CARES Act. The Board may disclose
section 4013 loan data on an aggregated basis, consistent with confidentiality or as otherwise
required by law.
Aside from the data items described above, the remaining data items on the FR Y-9C
report and the FR Y-9SP report are generally not accorded confidential treatment. The data items
collected on FR Y-9LP, FR Y-9ES, and FR Y-9CS8 reports are also generally not accorded
confidential treatment. As provided in the Board’s Rules Regarding Availability of Information
(12 CFR Part 261), however, a respondent may request confidential treatment for any data items
the respondent believes should be withheld pursuant to a FOIA exemption. The Board will
review any such request to determine if confidential treatment is appropriate, and will inform the
respondent if the request for confidential treatment has been denied.
To the extent the instructions to the FR Y-9C, FR Y-9LP, FR Y-9SP, and FR Y-9ES
reports each respectively direct the financial institution to retain the workpapers and related
materials used in preparation of each report, such material would only be obtained by the Board
as part of the examination or supervision of the financial institution. Accordingly, such
information is considered confidential pursuant to exemption 8 of the FOIA (5 U.S.C. §
552(b)(8)). In addition, the financial institution’s work papers and related materials may also be
protected by exemption 4 of the FOIA, to the extent such financial information is treated as
confidential by the respondent (5 U.S.C. § 552(b)(4)).

7

See 12 U.S.C. § 1464(v)(2).
The FR Y-9CS is a supplemental report that may be utilized by the Board to collect additional information that is
needed in an expedited manner from HCs. The information collected on this supplemental report is subject to
change as needed. Generally, the FR Y-9CS report is treated as public. However, where appropriate, data items on
the FR Y-9CS report may be withheld under exemptions 4 and/or 8 of the Freedom of Information Act (5 U.S.C. §
552(b)(4) and (8)).
8

6

Consultation Outside the Agency
The Board coordinated and consulted with the FDIC and the OCC about the revisions to
the FR Y-9C.
Public Comments
On April 8, 2019, the agencies published a notice of proposed rulemaking in the Federal
Register (84 FR 13814) for public comment. The comment period for this notice expired on
June 7, 2019. The agencies received 4 comment letters related to the Paperwork Reduction Act
analysis. Commenters requested that the effective date of the final rule precede proposed changes
to regulatory reports. The agencies confirmed that the final rule will be effective before changes
are implemented to regulatory reports. The final rule is effective April 1, 2021, and the changes
to the FR Y-9C are effective June 30, 2021. Also, commenters requested that the Board clarify
that U.S. GSIBs will report long-term debt and TLAC leverage requirements based upon the
supplementary leverage ratio denominator. The Board agreed and clarified this requirement.
Finally, some commenters suggested that the Board develop a more robust disclosure regime
related to TLAC, including collaborating with the SEC. The Board did not accept this comment
because the Board does not have the authority to change disclosures required by the SEC related
to securities issuances or sales to retail investors, or to mandate disclosures by pension or mutual
funds. Some of the item numbers changed since the proposed rule due to other FR Y-9C
reporting changes to Schedule HC-R that have been implemented since that time. On January 6,
2021, the agencies published a final rule in the Federal Register (86 FR 708).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR Y-9 is 119,725
hours, and would increase to 119,763 hours with the revisions. The Board estimates that the
revisions would increase the estimated average hours per response for FR Y-9C AA HCs filers
by 0.5 hours. These reporting and recordkeeping requirements represent 1.3 percent of the
Board’s total paperwork burden.

7

FR Y-9
Current
Reporting
FR Y-9C (non AA HCs
CBLR) with less than $5
billion in total assets
FR Y-9C (non AA HCs
CBLR) with $5 billion or
more in total assets
FR Y-9C (non AA HCs non
CBLR) with less than $5
billion in total assets
FR Y-9C (non AA HCs non
CBLR) with $5 billion or
more in total assets
FR Y-9C (AA HCs)
FR Y-9LP
FR Y-9SP
FR Y-9ES
FR Y-9CS
Recordkeeping
FR Y-9C
FR Y-9LP
FR Y-9SP
FR Y-9ES
FR Y-9CS
Current Total
Proposed
Reporting
FR Y-9C (non AA HCs
CBLR) with less than $5
billion in total assets
FR Y-9C (non AA HCs
CBLR) with $5 billion or
more in total assets
FR Y-9C (non AA HCs non
CBLR) with less than $5
billion in total assets

Estimated
number of
respondents9

Annual
frequency

Estimated
average hours
per response

Estimated
annual burden
hours

71

4

29.17

8,284

35

4

35.14

4,920

84

4

41.01

13,779

154
19
434
3,960
83
236

4
4
4
2
1
4

46.98
48.80
5.27
5.40
0.50
0.50

28,940
3,709
9,149
42,768
42
472

363
434
3,960
83
236

4
4
2
1
4

1.00
1.00
0.50
0.50
0.50

1,452
1,736
3,960
42
472
119,725

71

4

29.17

8,284

35

4

35.14

4,920

84

4

41.01

13,779

9

Of these respondents, 4 FR Y-9C (non AA HCs non CBLR) with less than $5 billion in total assets filers; 177
FR Y-9LP filers; 3,153 FR Y-9SP filers; and 83 FR Y-9ES filers are considered small entities as defined by the
Small Business Administration (i.e., entities with less than $600 million in total assets),
https://www.sba.gov/document/support--table-size-standards.

8

FR Y-9C (non AA HCs non
CBLR) with $5 billion or
more in total assets
FR Y-9C (AA HCs)
FR Y-9LP
FR Y-9SP
FR Y-9ES
FR Y-9CS
Recordkeeping
FR Y-9C
FR Y-9LP
FR Y-9SP
FR Y-9ES
FR Y-9CS
Proposed Total

154
19
434
3,960
83
236

4
4
4
2
1
4

46.98
49.30
5.27
5.40
0.50
0.50

28,940
3,747
9,149
42,768
42
472

363
434
3,960
83
236

4
4
2
1
4

1.00
1.00
0.50
0.50
0.50

1,452
1,736
3,960
42
472
119,763

Change

38

The estimated total annual cost to the public for the FR Y-9 is $6,914,119, and would
increase to $6,916,313 with the revisions.10
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 estimated cost to the Federal Reserve System for collecting and processing these
information collections is $2,050,800.

10

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 $20, 45% Financial Managers at
$71, 15% Lawyers at $70, and 10% Chief Executives at $93). 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 2019, published March 31, 2020, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined
using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

9