Annual Report of Bank Holding Companies

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INSTRUCTIONS FOR PREPARATION OF

Annual Report of Bank Holding
Companies
FR Y-6

GENERAL INSTRUCTIONS
Who Must Report
The FR Y-6 is to be filed by all top-tier bank holding
companies organized under U.S. law. In addition, the
FR Y-6 must be filed by: any foreign banking organization
that does not meet the requirements of and is not treated as
a qualifying foreign banking organization under section 211.23 of Regulation K (12 CFR 211.23); and by any
top-tier bank holding company that is organized under
foreign law but is not a foreign banking organization.1
Employee stock ownership plans (ESOP) that are also
bank holding companies as defined under section 2(a)(1)
of the Bank Holding Company Act and section 225.2(c) of
Regulation Y must file the FR Y-6 if the ESOP is the
top-tier bank holding company. The entities listed above
will hence forth be referred to as the ‘‘Reporter.’’
In the case of multi-tiered bank holding companies that are
direct or indirect subsidiaries of another bank holding
company, the top-tier bank holding company must file the
FR Y-6 on behalf of all lower tier bank holding companies. The top-tier bank holding company must submit
individual responses to Report Items 3 and 4 for itself and
for each subsidiary bank holding company. Individual
responses to Report Items 1, 2a, and 2b for each subsidiary
bank holding company would duplicate the information
submitted by the top-tier bank holding company and are
therefore not required.
Additional copies of this instruction book may be obtained
from the Federal Reserve Bank in the district where the
reporting bank holding company submits its FR Y-6
1. In general, a FBO that is or is treated as a ‘qualifying foreign banking
organization’ under section 211.23 of Regulation K (12 CFR 211.23) is not
required to file the FR Y-6. See Glossary for definition of a ‘qualifying
foreign banking organization.’ In addition, a FBO that qualifies for a
limited exemption under Regulation K is not required to file the FR Y-6.
Such entities instead must comply with the reporting requirements of the
FR Y-7, Annual Reporting of Foreign Banking Organizations.
FR Y-6
General and Report Item Instructions

December 2007

report or may be found on the Federal Reserve Board’s
public web site (www.federalreserve.gov).

Where to Submit the Reports
Submit to the appropriate Federal Reserve Bank (see the
FR Y-10 Glossary) the original report and the number of
copies specified by that Reserve Bank. The original and
all copies must include the required attachments.
All reports shall be made out clearly and legibly, submitted in typewritten form or in ink. Reports completed in
pencil will not be accepted.

When to Submit the Report
The FR Y-6 is required to be submitted as of the end of
the top-tier bank holding company’s fiscal year end.
The FR Y-6 must be filed with and received by the
appropriate Federal Reserve Bank no later than 90
calendar days after the top-tier bank holding company’s
fiscal year end. Bank holding companies filing a tiered
report should file as of the fiscal year end of the top-tier
bank holding company. The report is due at the appropriate Federal Reserve Bank by 5:00 P.M. on the submission
date. The filing of a completed report will be considered
timely, regardless of when the report is received by the
appropriate Federal Reserve Bank, if the report is mailed
first class and postmarked no later than the third calendar
day preceding the submission deadline. In the absence of
a postmark, a company whose completed FR Y-6 is
received late may be called upon to provide proof of
timely mailing. A ‘‘Certificate of Mailing’’ (U.S. Postal
Service Form 3817) may be used to provide such proof.
If an overnight delivery service is used, entry of the
completed original report into the delivery system on the
day before the submission deadline will constitute timely
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General and Report Item Instructions
especially when reporters provide more details
on individuals than is required to be submitted

submission. In addition, the hand delivery of the completed original report on or before the submission deadline to the location to which the report would otherwise
be mailed is an acceptable alternative to mailing such
report. Companies that are unable to obtain the required
officers’ signatures on their completed original reports in
sufficient time to file these reports so that they are
received by the submission deadline should contact the
Federal Reserve Bank to which they mail their original
reports to arrange for the timely submission of their
report data and the subsequent filing of their signed
reports.
If the submission deadline falls on a weekend (Saturday
or Sunday) or holiday, the report must be received by
5:00 P.M. on the first business day after the weekend or
holiday. Any report received after 5:00 P.M. on the first
business day after the weekend or holiday deadline will
be considered late unless it has been postmarked three
calendar days prior to the original weekend or holiday
submission deadline (original deadline), or the institution
has a record of sending the report by overnight service
one day prior to the original deadline.

How to Prepare the Report

This report requires the submission of information regarding individuals. The submission of information on individuals can raise privacy concerns, including in those
instances in which the Reporter provides more information may be subject to withholding from public disclosure under the Freedom of Information Act (‘‘FOIA’’),
5 U.S.C. § 552. The report items regarding individuals
are narrowly tailored to minimize these concerns. The
Reporter is responsible for ensuring that the information
provided on individuals is limited to that which is
requested in the relevant report items.
The Reporter must take appropriate measures to safeguard the confidentiality of information provided to the
Federal Reserve, including details regarding individuals.
The Reporter must confirm (on the cover sheet to this
report) that the Reporter has the authority (a) to provide
information regarding individuals to the Federal Reserve,
and (b) on behalf of each individual, to consent or object
to public release of information regarding that individual.
The Federal Reserve will assume, in the absence of a
request for confidential treatment submitted in accordance with the Board’s ‘‘Rules Regarding Availability of
Information,’’ 12 CFR Part 261, that the Reporter and
individual consent to public release of all details in the
report concerning that individual.

This policy

Reporters requesting confidential treatment of information are hereby advised that Board policy strongly favors
disclosure of the names and the number and percentage
Once submitted, a FR Y-6 report becomes a Federal
of voting securities provided in response to Report Item 3
Reserve Board (Board) record and may be requested by
that pertain to securities holders who control 10 percent
any member of the public pursuant to the Freedom of
or more of any class of voting securities of a bank
Information Act (FOIA), 5 U.S.C. § 552. Under the
holding company or bank, unless there is shown to be a
FOIA, Board records generally must be disclosed unless
well-defined present threat to the liberty or personal
Therefore,
is incumbent
Reporters
to make
a formal,
they areitdetermined
to fall,on
in whole
or in part,
within the
scope of one
or more
the FOIA exemptions
substantiated
request
forofconfidential
treatmentfrom
of any security of individuals. Reporters are further advised,
disclosure.
See 5 U.S.C.
§ 552(b)(l)-(9).
portion
of the report
that they
believe should be kept with respect to Report Item 4, that the Board typically
grants confidential treatment to information regarding
confidential,
andcategories
that includes
The exempt
include(but
(but is
arenot
notlimited
limited to)
to)
insiders’ position, title, and securities holdings in compa‘‘trade secrets
and commercial
financial information
information
on holders
of votingorsecurities.
nies unrelated to the Reporter, unless such information is
obtained from a person and privileged or confidential’’
otherwise publicly available. These policies shall not
(exemption 4), and information that, if disclosed, ‘‘would
preclude a Reporter from raising any ground for conficonstitute a clearly unwarranted invasion of personal
dential treatment of such information that may be availprivacy’’ (exemption 6). A Reporter may request confiable under the FOIA.
dential treatment for any information submitted on the
FR Y-6 that the Reporter believes is exempt from
Reporters that seek confidential treatment for specific
disclosure under FOIA. The Reporter must follow the
report item responses to the FR Y-6 must divide their
steps outlined immediately below, and certify on the
report submission into two parts, filed simultaneously.
completed and signed Cover Page to the FR Y-6 that
The separately bound confidential volume should be
accompanied by a cover page marked ‘‘confidential’’ and
these steps have been followed.

A. Confidentiality

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General and Report Item Instructions

include only those report item responses for which confidential treatment is requested. The public volume should
include responses to all of the report items. The responses
to those items for which confidential treatment is requested
should indicate that the responsive data may be found in
the confidential volume. They also should clearly describe
or visually indicate the amount of information for which
confidential treatment is sought.
The Reporter also must submit a letter concurrent with
submission of the two-part FR Y-6, identifying the specific information for which confidential treatment is
sought, providing legal justification for the request, and
describing the specific harm that would result from disclosure of the information. Unsupported or conclusory
statements that disclosure will cause competitive harm or
result in an invasion of privacy will be considered insufficient to support the request for confidential treatment.
Reporters must submit a request for confidential treatment at the time of filing this report even if they
previously requested (and were or were not accorded)
confidential treatment for the same information as filed
on a previous FR Y-6 report or as otherwise provided to
the Board.
Information for which confidential treatment is requested
may be released subsequently by the Federal Reserve
System if the Board determines that the disclosure of
such information is required by law or in the public
interest. In general, Federal Reserve staff will notify the
Reporter before releasing information for which confidential treatment has been requested. For further information on the procedures for requesting confidential treatment and the Board’s procedures for addressing such
requests, consult the Board’s Rules Regarding Availability of Information, 12 CFR part 261, including 12 CFR
261.15, which governs requests for confidential treatment.

B. Additional Information
The Federal Reserve System reserves the right to require
the filing of additional statements and information if
the information submitted in the FR Y-6 report is not
sufficient to appraise the financial soundness of the bank
holding company or to determine its compliance with
applicable laws and regulations. The Reporter must
follow the steps outlined in the section immediately
above with respect to any additional information for
which it seeks confidential treatment.
FR Y-6
General and Report Item Instructions

December 2009

2011

C. Audit Requirements

accountant

Top-tier bank holding companies do not have to submit
audited financial statements as part of the requirements
of the FR Y-6. However, the Federal Reserve requires
that top-tier bank holding companies with total consolidated assets of $500 million or more must have an annual
audit of its consolidated financial statements by an
independent public account. If a top-tier bank holding
company reaches the threshold of $500 million or more
in total consolidated assets during its fiscal year, the
annual audit requirement by an independent public
accountant would not be required until its following
fiscal year end. In other words, for the annual audit
requirement, an institution’s total assets are measured as
of the beginning of its fiscal year.
If the audit of the top-tier bank holding company’s
financial statements is also being performed to satisfy the
audited requirements of an insured depository institution
as allowed in Part 363 of the FDIC’s regulations (12 CFR
part 363), then the completion of the audit of the top-tier
bank holding company’s financial statements must be
accomplished in the time frame allowed in Part 363 of
the FDIC’s regulations. Generally, this means that a
public bank holding company must have its audited
financial statements on file and readily available for its
appropriate Federal Reserve Bank by 90 days after its
fiscal year end (i.e., the FR Y-6 deadline), and a nonpublic top-tier bank holding company must have its
audited financial statements on file by 120 days after its
fiscal year end.
The annual audit must be in accordance with generally
accepted auditing standards (balance sheets, statements
of income, changes in equity capital, and cash flows, with
accompanying footnote disclosure). The scope of the
audit engagement shall be sufficient to permit such
accountant to determine and report whether the financial
statements are presented fairly and in accordance with
generally accepted accounting principles.
In addition, the Federal Reserve may request audited
consolidated financial statements from any bank holding
company with total consolidated assets of less than
$500 million if deemed warranted for supervisory purposes.

D. Signatures
The Annual Report of Bank Holding Companies (FR Y-6)
is required to be signed by one director of the top-tier
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General and Report Item Instructions
This information should only be submitted by top-tier bank
holding companies with subsidiary bank holding companies.
Do not submit COV-2 if your organization does not have a
subsidiary bank holding company.

bank holding company. This individual should also be a
senior official of the top-tier bank holding company. In
the event that the top-tier bank holding company does not
have an individual who is a senior official and is also a
director, the chairman of the board must sign the report.
By signing the cover page of this report the director (or
chairman of the board) acknowledges that any knowing
and willful misrepresentation or omission of a material
fact constitutes fraud in the inducement and may subject
the director (or chairman of the board) to legal sanctions
provided by 18 USC 1001 and 1007.

E. Amended Reports
The Federal Reserve may require the filing of an amended
Annual Report of Bank Holding Companies if the report
as previously submitted contains significant errors. In
addition, a Reporter should file an amended report when
internal or external auditors make audit adjustments that
result in a restatement of financial statements previously
submitted to the Federal Reserve. The Reporter must
follow the steps outlined in Section A above, with respect
to any additional information for which it seeks confidential treatment.

F. Monitoring of Regulatory Reports
Federal Reserve Banks will monitor the filing of all
regulatory reports to ensure that they are filed in a timely
manner and are accurate and not misleading. Reporting
deadlines are detailed in the When to Submit the Reports
section of these General Instructions. Additional information on the monitoring procedures is available from the
Federal Reserve Banks.

underline

G. What Must Be Submitted
Top-tier bank holding companies must submit responses
to each of the following report items. If certain report
items are not applicable to the reporting bank holding
company, a response of ‘‘No’’, ‘‘None’’ or ‘‘Not Applicable’’, as appropriate, must be reported for those report
items. Otherwise, Reserve Bank staff will contact the
Reporter to ensure the response is complete.

Cover Page:
The completed cover page of the FR Y-6 must be signed
by an authorized person that is both a director and offıcer
of the top-tier bank holding company. The signed cover
GEN-4

See Appendix A for a sample of a completed
FR Y-6.

page should be submitted with the FR Y-6 report as it is
considered part of the FR Y-6 report.

For Use By Tiered Bank Holding
Companies:
The top-tier bank holding company of a tiered bank
holding company must complete the information required
for each of its subsidiary bank holding companies. COV-2
should be submitted with the FR Y-6 report.

Report Item 1:
Shareholders

Annual Report to

A bank holding company that prepares an annual report
for its shareholders and is not registered with the
Securities and Exchange Commission (SEC) must submit
the number of copies of the annual report specified by the
appropriate Reserve Bank with its FR Y-6. If the annual
report is not available by the submission date, the bank
holding company must inform the appropriate Federal
Reserve Bank that it will forward its annual report to the
appropriate Federal Reserve Bank as soon as practicable.
A top-tier bank holding company that is not registered
with the SEC must indicate on the cover page (per
checkbox at lower left-hand corner) that an annual report
to shareholders: (a) is included with the FR Y-6 report,
(b) will be sent under separate cover, or (c) is not
prepared. An annual report is to be submitted to the
Federal Reserve only if such a report is created for
shareholders. Bank holding companies do not need to
create an annual report if such report is not normally
created for shareholders.
Bank holding companies may be required to submit, at
the discretion of their appropriate Federal Reserve Bank,
free-form comparative financial statements, footnotes
and any other information that is deemed necessary
by their appropriate Federal Reserve Bank to fulfill its
supervisory responsibilities. The Federal Reserve may
request that such financial statements and footnotes be
audited by an independent public accountant.

Report Item 2a:

Organization Chart

Submit an organization chart indicating the Reporter and
its interest in all entities as defined below. This includes:
(a) companies reportable on the Report of Changes in
Organizational Structure (FR Y-10) and (b) additional
companies reportable on the FR Y-6. The organization

(or chairman of the board)
General and Report Item Instructions

FR Y-6
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To determine the appropriate percentage by rounding
General and Report Item Instructions
the actual number down to the nearest whole
3. state and country of incorporation;

physical
chart may be in a diagram or list format. It should
disclose the:
1. full legal names (use abbreviations only if part of the
legal name);
2. legal address (i.e., city and state/country) of each
entity;
3. intercompany ownership and control relationships
(including any interest held by a Reporter in an entity
through more than one direct holder); and

4
5

4. percentage ownership (of voting and nonvoting equity
or other interests) by each direct holder.

percentage. For example, a percentage of 79.85
should be rounded down to 79.
Note: There are two exceptions to this rounding rule:
when the percentage is greater than 50 but less than
51, report the percentage as 51, or if the percentage
or which the Reporter otherwise directly or indirectly
is greater
than 0 but less than 1, report the
controls;
percentage as 1.
(4) Companies other than bank holding companies, U.S.
banks or foreign banking organizations (‘‘Nonbanking Companies’’ for purposes of the FR Y-6) that the
Reporter controls directly or indirectly.3 This includes
financial and other nonbank subsidiaries of national
or state banks controlled by a bank holding company;

(5) Large banking and insurance company investments
made by an affiliate of a financial holding company
are reportable if the financial holding company and
its affiliates on a combined basis acquired more than
5 percent of the voting securities, assets, or ownership interest of a company engaged in a nonfinancial
activity at a cost that exceeds the lesser of 5 percent
of the parent financial holding company’s Tier 1
capital (or total capital for FR Y-9SP filers) or
$200 million;

As described below the FR Y-6 Organization Chart may
have companies in addition to those reportable on the
FR Y-10. The top-tier bank holding company may choose
how to report those differences using one of the following two options. One option is a single organization
chart, annotated to indicate those companies reportable
on the FR Y-6 Organizational Chart, but not reportable
(6) Any entity not mentioned above that is required to file
on the FR Y-10. Option two is an organization chart
a regulatory financial report with the Federal Reserve
For partnerships
and limited
liability
showing the companies that are soley reportable
on the
System;
and
companies,
FR Y-10 and a separate listing that shows companies
thatthe specific partner or member
(7) Any company (even if it does not otherwise meet the
interest
are reportable on the FR Y-6 but are not reportable
onshould
the be provided (i.e., general or
reporting
criteria) that is both a subsidiary of the
limited partner, managing
or non-managing
FR Y-10.
Reporter
and
a parent of a reportable company.
member.
Companies reportable on the FR Y-10 and thus reportThis list of companies reportable on the FR Y-10 includes
able on the FR Y-6:
a Reporter’s directly or indirectly held subsidiaries that
(1) Top-tier bank holding companies organized under
are direct or indirect holders of any of the above
U.S. law, regardless of financial holding company
companies.
status;
Additional companies reportable on the FR Y-6:
(2) Foreign banking organizations that do not meet the
requirements of and are not treated as qualifying
Include Nonbanking Companies in which the Reporter
foreign banking organizations under section 211.23
directly or indirectly in the aggregate controls more than
of Regulation K;
5 percent, but less than 25 percent, of the outstanding
shares of any class of voting securities. With respect to
(3) Bank holding companies, U.S. banks or foreign banksuch companies, a Reporter need not report on its organiing organizations in which a Reporter directly or
zational chart the exact percentage of the voting securities
indirectly in the aggregate controls, owns, or holds,
that it controls, and need only indicate that the company is
2
more than 5 percent of any class of voting securities,
not reportable on the FR Y-10.
2. In general, a Reporter is considered to control all securities which it
or its subsidiaries have the power to vote, but not securities held in a
fiduciary capacity. However, securities held by a Reporter (or its subsidiary) as fiduciary are deemed controlled by the Reporter if the securities are
held for the benefit of employees, securities holders, members, affiliates of
the Reporter or any Reporter subsidiary, or if the securities are of a bank
holding company or bank organized under U.S. law and the Reporter has
directly or indirectly had the sole power to vote the securities for more than
FR Y-6
General and Report Item Instructions

2 years. In addition, a security that is convertible into a voting security at a
holder’s option is deemed to be a securities of the class into which the
security is convertible. The bank holding company should check to see if
any other basis for control exists (such as a management agreement or the
power to control the election of a majority of directors).
3. To determine whether one company controls another company, apply
the standard for control as defined in the Glossary of the FR Y-10.

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General and Report Item Instructions

Companies not reportable on the FR Y-6 Organization
Chart:

special purpose vehicle engaged in a single leasing
transaction;4

(1) Inactive Companies: Any company that exists as a
matter of law, but does not engage in any business
activity. The company becomes reportable once it
begins to engage in business. Note that inactive
companies include companies that have been set-up
as name-saving organizations or have been formed or
incorporated but do not yet conduct any business
activity. Any company that is inactive as of the end
of the reporting period does not need to be reported
on the FR Y-6;

(8) Companies Required to be Conformed or Divested:
Any company which must be divested, or the activities of which must be conformed, pursuant to Sections 4(a)(2) or 4(n)(7) of the Bank Holding Company Act or pursuant to a commitment made to the
Board or the Federal Reserve Bank (see also 12 C.F.R.
225.85); and

(2) Companies Held by a Small Business Investment
Company: Any company controlled directly or indirectly by a Small Business Investment Company that
is registered with the Small Business Administration,
unless the interest in the company is a reportable
merchant banking or insurance company investment
on the FR Y-10;
(3) Debts Previously Contracted: Any nonbanking company acquired in full or in part to satisfy a debt
previously contracted or that solely holds assets
acquired in satisfaction of a debt previously contracted;
(4) Interests Held as Collateral: Interest held solely as
collateral securing an extension of credit.
(5) Companies Controlled Through an Insurance Underwriter: Any nonbanking company organized under
U.S. federal or state law, if controlled directly or
indirectly by an insurance underwriter. This excepSubtopic
810-10,
tion does ASC
not apply
to any
of the following: (a) a
Consolidation
–
Overall
(formerly
Nonbanking Company that
is the
underwriter’s
FASB
Interpretation
No.
highest-tier provider in the U.S. of 46
any primary line
(Revised),
Consolidation
of
of insurance,
(b) a Nonbanking
Company
required to
Variable
Interest
Entities,
as Reserve Sysfile a financial report with the Federal
by FASB
tem, or (c)amended
any interest
that is Statement
a reportable merchant
No.
167,
Amendments
to FASB
banking or insurance company investment;
Interpretation No. 46(R))
(6) Advising and Administering a Mutual Fund: Note
that advising and administering a mutual fund does
not by itself constitute a reportable interest of a
Reporter in a fund;
(7) Special Purpose Vehicles (SPV): Any company
formed for specific leasing transactions, such as a
GEN-6

(9) Other Merchant Banking or Insurance Company
Investments. Unless such an investment is reportable
on the FR Y-10 (see above), it is not reportable on the
FR Y-6.
(10) Public Welfare Investments. Public welfare investments subject to prior-notice or post-notice filing
requirements with federal banking agencies (such as
a CD-1 or H-6), if held through a company that has
been reported on the FR Y-10 and that is principally
engaged in community development or public welfare investment activities.
See Appendix A for a sample organization chart.

Report Item 2b: Domestic Branch
Listing
A few weeks will be available for
Shortly after a Reporter’s fiscal year-end, the Federal
Reserve will provide each Reporter with a list of domestic branches (henceforth referred to as a branch report) of
each domestic depository institution (including thrifts)
and Edge and agreement corporations within the Reporter’s organization. The branch report can be downloaded
at http://structurelists.federalreserve.gov/. The branch
report will be available a few weeks after each quarter
end date. If a Reporter has questions on accessing its
branch report, the Reporter should contact its local
Federal Reserve Bank. The Reporter is required to verify
and reconcile the branch report(s) against the actual
domestic branches of each depository institution, including Edge and agreement corporations that were in operation as of its fiscal year-end. Any corrections, including
closures, openings, and additions to the branch report(s)
shall be submitted with the FR Y-6 report by the deadline
4. Note that an interest in a Variable Interest Entity (as defined in
Financial Accounting Standards Board Interpretation No. 46R as amended
by FAS 167) typically will not be reportable on either the FR Y-6 or
FR Y-10 so long as the Reporter does not control the entity.

General and Report Item Instructions

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General and Report Item Instructions
A FR Y-10 report is also
necessary to report branch
changes.

domestic or foreign

date. Additionally, the verification of all branch structure
data, including any corrections, shall be reported to the
appropriate Federal Reserve Bank using the same format
provided by the Federal Reserve Bank.

full-time staff on site, maintains normal hours, and may
have safe deposit facilities on site. The site may be
owned or leased by the institution or located in a retail
facility such as a supermarket.

Information is required for all reportable domestic
branches and offices (henceforth referred to as branches).
Domestic branches are defined as: 1) branches located in
the fifty states of the United States, which are branches of
U.S. depository institutions; and 2) branches located in
the U.S. territories, which are located in the same territory as their head office depository institution.

Limited Service - A branch that accepts deposits and
payments; however, it may not offer other services.
Examples include a Military Facility that operates on a
military base for the sole purpose of cashing military and
government payroll checks, a drive-through facility that
can accept deposits and make payments but may not offer
other services, a mobile/seasonal or otherwise temporary
branch that may not have a fixed location or is only open
for a limited period, or a limited service facility located in
a retail establishment. When reporting the current address
for a mobile branch, use the address of the main office.

For purposes of this report item, a branch is any location
or facility of a domestic depository institution, including
the main office, where any of the following occur:
accounts are opened, deposits are accepted, checks are
paid or loans are granted. Reportable branches include,
but are not limited to: brick and mortar locations, drive-in
facilities, mobile/seasonal offices, offices on military
bases of government installations, paying or receiving
stations or units (not stand-alone Automated Teller
Machines (ATMs)), and Internet and Phone Banking
locations where a customer can open accounts, make
deposits or borrow money.
The following information should be verified for each
branch:
• Popular name of the branch (please include the word
mobile in the popular name of a mobile office),
• Date the branch opened, closed, or experienced a
change,
• Street address (post office boxes are not appropriate),
• City,

Trust - An office that only conducts trust activities and
does not accept deposits.
Electronic Banking - A facility with phone, PC, and/or
website services through which customers can open
accounts, apply for loans, make fund transfers into
accounts and other types of electronic transactions from a
remote location.
NOTE: For Electronic Banking branches, the current
address should be the same as that of the operations
center that performs the back room operations associated
with this activity.
Note: A branch does not include Administrative offıces,
Loan Production offıces, Consumer Credit offıces, standalone ATMs, Contractual offıces, Customer Bank Communications Terminals (CBCT) and Electronic Fund
Transfer Units (EFTU).
H

• County,

Report Item 3:

• State or province,

The top-tier bank holding company must file Report Item
3. In a multi-tiered bank holding company organization
the top-tier bank holding company must also submit as
part of its FR Y-6 a separate Report Item 3 for each lower
tier bank holding company.

• Country,
• Zip or postal code, and
• Applicable branch service type.

Branch Service Type
The following branch service types should be verified for
each branch.
Full Service - A branch that accepts deposits, makes
loans, opens/closes accounts, has a loan officer and
FR Y-6
General and Report Item Instructions

Securities holders

(1) List each securities holder, of record, that directly or
indirectly owns, controls, or holds with power to vote
5 percent or more of any class of voting securities of
the bank holding company as of the fiscal year end of
the bank holding company. In addition, list each
person or entity that holds options, warrants or other
securities or rights that can be converted into or
, or person acting in concert

December 2010

2011

(including families),

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General and Report Item Instructions
at the U.S. Treasury website:
http://www.treasury.gov/Pages/default.aspx
exercised for voting securities, which, in their aggregate, and including voting securities currently held,
would equal or exceed 5 percent of any such class of
voting securities. For example, an individual or entity
that currently holds 2 percent of a class of voting
securities and options that would represent an additional 3 percent of such class of voting securities if
exercised should be included in this report item.
When the shares of the bank holding company are
held by a nominee or in street names, list beneficial
owners to the extent information is available. For
bank holding companies that are partnerships, list
each partner who has a 5 percent or more ownership
interest. Include all general partner interests in each
reportable bank holding company. Also, include warrants issued through the TARP CPP program by the
U.S. Treasury to purchase shares of common stock of
public bank holding companies. (See the TARP CPP
program for details on the warrants.)
For each securities holder, include any entity listed
above, provide the following:
(a) Name, city and state/country (do not include the
street address or social security number);
(b) Country of citizenship (if an individual) or country of incorporation (if a company); and
(c) Number of securities and percentage of each
class of voting securities owned, controlled, or
held with power to vote (listing separately the
number of options, warrants or other securities or
rights) or, in the case of a partnership, the proportionate interest.
underline
(2) List any securities holder not listed in section 3(1)
above that owned or controlled 5 percent or more of
any class of voting securities in the bank holding
company during the fiscal year for which the report is
being filed. In addition, list each person or entity that
held options, warrants or other securities or rights
that could have been converted into or exercised for
voting securities, which, in their aggregate, and
including voting securities held, would have equaled
or exceeded 5 percent of any such class of voting
securities.
underline

(b) Country of citizenship (if an individual) or country of incorporation (if a company); and
(c) Number of securities and percentage of each
class of voting securities owned, controlled, or
held with power to vote (listing separately the
number of options, warrants or other securities or
rights) or, in the case of a partnership, the
proportionate interest.
For trusts that meet the definition of a company contained
in Regulation Y (12 CFR 225.2(d)), including employee
benefit plans (i.e., ESOPs, profit sharing trusts, etc.) that
are bank holding companies, report each trustee or
designated individual that has the power to vote those
securities held in the employee benefit plan. In addition,
describe the provision in the trust for voting the securities
controlled by the plan.
The estate of deceased securities holder should be
recorded as the securities holder of record until the estate
has been settled.
See Appendix A for a sample of a securities holder list.

Report Item 4:

Insiders

The top-tier bank holding company must file Report Item
4. In a multi-tiered bank holding company organization
the top-tier bank holding company must also submit as
part of its FR Y-6 a separate Report Item 4 for each lower
tier bank holding company.
List each principal securities holder, director, trustee,
partner, executive officer, or person exercising similar
functions, regardless of title or compensation, as of the
fiscal year end of the bank holding company, showing the
following:
(1) Name, city and state/country (do not include street
address or social security number);
(2) Principal occupation, if other than with the bank
of the bank holding company
holding company;
(3) Title or position with:
(a) the banking holding company;

For each securities holder, including any entity referenced above, list the following:

(b) all direct and indirect subsidiaries (including the
name of the subsidary(s)) of the bank holding
company; and

(a) Name, city and state/country (do not include
street address or social security number);

(c) any other company in which the person is a
director, trustee, partner, or executive officer; and

GEN-8

, or person acting in
concert (including
families)

General and Report Item Instructions

FR Y-6
December 2010

2011

DRAFT

General and Report Item Instructions
(include options, warrants or other securities or
rights that can be converted into or exercised
for voting securities)

(including families2)
1

(4) Percentage of each class of voting securities owned,
controlled, or held with power to vote in:
(a) the bank holding company;
(b) direct and indirect subsidiaries (including the
name of the subsidiary(s)) of the bank holding
company; and
(c) any other company, if 25 percent or more of its
outstanding voting securities or proportionate
interest in a partnership are held. List the name of
the company and the percentage of voting securities owned, controlled, or held with power to
vote.
For purposes of Report Item 4, the following definitions
apply:
An ‘‘executive offıcer’’ of a company or bank generally
means a person who participates or has authority to
participate (other than in the capacity of a director) in
major policy–making functions of the company or bank,
whether or not:
(1) the officer has an official title,
(2) the title designates the officer an assistant, or
(3) the officer is serving without salary or other compensation.

Trustees and administrative committee members are considered executive officers of an employee benefit plan.
An ‘‘insider’’ means an executive officer, director, or
principal securities holder, and includes any related interest of such a person.
A ‘‘principal securities holder’’ generally means an
individual or a company (other than an insured bank) that
directly or indirectly, or acting through or in concert with
one or more persons, owns, controls, or has the power to
vote more than 10 percent of any class of voting securities of a member bank or company.
A ‘‘Company’’ means any corporation, partnership, trust
(business or otherwise), association, joint venture, poolsyndicate, sole proprietorship, unincorporated organization, or any other form of business entity not specifically
listed herein. However, for purposes of this report, the
term does not include:
(1) An insured depository institution (as defined in
12 U.S.C. 1813); or
(2) A corporation the majority of the shares of which are
owned by the United States or by any State.
For complete definitions of these terms, see Federal
Reserve Regulation O (12 CFR 215).
See Appendix A for a sample of an Insider list.

In addition, list each person or entity that holds options, warrants or other securities
or rights that can be converted into or, which, in their aggregate, and including
voting securities currently held, would exceed 10 percent of any such class of voting
securities. For example, an individual or entity that currently holds 7 percent of a
class of voting securities and options that would represent an additional 3 percent of
such class of voting securities if exercised should be included in this report item.

Footnote:
Acting in concert includes knowing participation in a joint activity or parallel action towards a
common goal of acquiring control of a state member bank or bank holding company whether
or not pursuant to an express agreement.
2 Family includes a person's father, mother, stepfather, stepmother, brother, sister,
stepbrother, stepsister, son, daughter, stepson, stepdaughter, grandparent, grandson,
granddaughter, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, the spouse of any of the foregoing, and the person's spouse.
1

FR Y-6
General and Report Item Instructions

GEN-9

December 2010

2011

Appendix A
FR Y–6 Example Format and Guidance*

* Under the Federal Reserve Board’s Regulatory Reports Monitoring Program, required items for non-automated reports should be appropriately completed and contain all of the specified information. If a required item is not appropriately completed, containing all the specified information, the report will be considered to be false. The reporting
bank holding company has discretion regarding the format of this report as long as each reporting item is included in
the report. This example does not include every situation or relationship that is reportable in the FR Y–6 report. It is
solely intended to provide bank holding companies assistance in completing the FR Y–6.

SAMP-1

DRAFT

FR Y-6
Example Format and Guidance

SAMPLE

Form FR Y-6
Cliff Bancshares, Inc.
St. Louis, Missouri
Fiscal Year Ending December 31, 20XX
Report Item

Organization Chart
1: Include the full legal name and
the city and state (U.S. entities)
or the city and country (nonU.S. entities) or the physical
location of the principal office.

1: The bank holding company prepares an annual report for its securities holders.

Two copies are enclosed.
2: Organizational Chart

27%

2a: Include all entities of which
more than 5 percent of any
class of voting shares is owned
Marble Credit Corp.
or controlled and all entities,
Louisville, KY
regardless of the amount of
voting shares owned, that are
100%
otherwise controlled by the
Marble
Consumer
top-tier bank holding
company, at http://
downloaded
Finance
directly or indirectlystructurelists.federalrese
through
Louisville, KY
subsidiaries.
rve.gov/.
2b: Include all changes and
corrections to the branch
listing provided by the
Federal Reserve Bank.

CLIFF
BANCSHARES, INC.
St. Louis, MO

35%

100%
Cliff Bank
St. Louis, MO

15%

Gravel Bancshares, Inc.
Memphis, TN

85%

100%
NR

Granite Mortgage Co.
St. Louis, MO

Gravel Bank & Trust
Little Rock, AR

Sandstone
Data Processing
Memphis, TN

NR= Ownership percentage not reportable on the FR Y-10. Percentage of ownership
is less than 25% and the companies are not controlled by any other means.

12/11

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DRAFT
MO, USA

Example Format and Guidance

SAMPLE

Form FR Y-6

US A

(1)(b)
Country of Citizenship
or Incorporation

665 - 25% Common
S t oc k

720 - 27% Common
S t oc k
100 - 4% Opt i ons
on Common S t oc k

315,000 - 5% warrants
on common stock

J ea nni ne Doe
Any wher e, MO

(2)(a)
Name
City, State, Country

US A

US A

(2)(b)
Country of Citizenship
or Incorporation

100 - 50% Pr ef er r ed S t oc k
( r epur c ha s ed)

160 - 6% Common
S t oc k
( r epur c ha s ed)
160 - 6% Opt i ons
on Common S t oc k
( ex pi r ed)

XYZ Compa ny
S t . L oui s , MO

ABC Compa ny
S t . L oui s , MO

US A

100 - 50% Pr ef er r ed S t oc k
( r epur c ha s ed)

(2)(c)
Number and Percentage of
Each Class of Voting
Securities

Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, control
or holdings of 5% or more with power to vote during the fiscal year ending
12-31-20XX

Legal Title of Bank Holding Company
Fiscal Year Ending December 31, 20XX

(1)(a)
Name
City, State, Country

US A

293 - 11% Common
S t oc k

MO, USA

Report Item 3: Securities holders
(1)(a)(b)(c) and (2)(a)(b)(c)
Current securities holders with ownership, control or holdings of 5% or more
with power to vote as of fiscal year ending 12-31-20XX

J a mes Doe
Any wher e, MO

US A

(1)(c)
Number and Percentage of
Each Class of Voting
Securities

Gr egor y Doe
Any wher e, MO
US A

160 - 6% Common
S t oc k

Ci ndy Doe
Any wher e, MO

T a y l or F a mi l y
T r us t
J ohn T a y l or T r us t ee
S t . L oui s , MO

135 - 5% Common
S t oc k

US A

Ma r y Doe
Any wher e, MO

US A

SAMP-2

12/08

12/11

60 - 2% Common
S t oc k
160 - 6% Opt i ons
on Common S t oc k

T he es t a t e of
J oe Doe
S t . L oui s , MO

U. S. Treasury
Washington, DC, USA

Example Format and Guidance

SAMPLE
Report Item 4: Insiders
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

Form FR Y-6

Legal Title of Bank Holding Company
Fiscal Year Ending December 31, 20XX

Di r ec t or &
Pr es i dent
( Cl i f f Ba nk )

N/ A

N/ A

(3)(c)
Title & Position
with Other
Businesses
(include names
of other
businesses)

11%* *

25%

27%

(4)(a)
Percentage of
Voting Shares in
Bank Holding
Company

None

5%
( Cl i f f Ba nk )

None

(4)(b)
Percentage of
Voting Shares in
Subsidiaries
(include names
of subsidiaries)

N/ A

N/ A

(4)(c)
List names of
other companies
(includes
partnerships)
if 25% or more of
voting securities are held (List
names of
companies and
percentage of
voting securities
held)

Di r ec t or &
Cha i r ma n

Di r ec t or &
Vi c e
Pr es i dent
( Cl i f f Ba nk )

N/ A

(3)(b)
Title & Position
with Subsidiaries
(include names
of subsidiaries)

N/ A

Di r ec t or &
Pr es i dent

N/ A

(3)(a)
Title & Position
with Bank Holding
Company

N/ A

N/ A

None

(2)
Principal
Occupation if other
than with Bank
Holding Company

N/ A

Di r ec t or

Pr es i dent Wi dget Cor p.
Any wher e, MO

(1)
Names
City, State,
Country

Gr egor y Doe
Any wher e, MO
Ma nuf a c t ur i ng
Wi dget Cor p.

Ci ndy Doe
Any wher e, MO

None

Pr es i dent
Any wher e
Col l ege
Any wher e, MO

None

2%

2%
( Cl i f f Ba nk )

None

N/ A

Wi dget Cor p.
( 35%)

N/ A

Ma r y Doe
Any wher e, MO

J a mes Doe
Any wher e, MO

J ea nni ne Doe
Any wher e, MO

Di r ec t or &
S ec . /
T r ea s ur er

Col l ege
Admi ni s t r a t or

** Note: Although Gregory Doe is not a director or officer of the bank holding company, information must be provided because he is considered a “principal securities
holders” of the bank holding company. This definition can be found in the FR Y-6 instructions.

SAMP-3

12/08

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DRAFT
MO, USA