Annual Report of Bank Holding Companies

INSTRUCTIONS FOR PREPARATION OF

Annual Report of 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, savings and loan holding companies, employee stock ownership plans, employee share ownership
trusts, or trusts that are savings and loan holding companies pursuant to Regulation LL (12 CFR 238.2 (m)(2)),
and securities holding companies as authorized under
Section 618 of the Dodd-Frank Act, 12 U.S.C. 1850a(c)(1),
(collectively, ‘‘holding companies’’). 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 or top-tier savings and
loan holding company that is organized under foreign law
but is not a foreign banking organization.1 Employee stock
ownership plans or employee share ownership trusts 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 or savings and loan
holding companies as defined under Section 10(a)(1)(D)
of the Home Owners’ Loan Act and Section 238.2(m) of
Regulation LL must file the FR Y-6 if the employee stock
ownership plan or employee share ownership trust is the
top-tier holding company. The entities listed above will
hence forth be referred to as the ‘‘Reporter.’’
In the case of multi-tiered holding companies that are
direct or indirect subsidiaries of another holding company,
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 the Report of Changes in Organizational
Structure (FR Y-10) 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 Annual
Reporting of Foreign Banking Organizations (FR Y-7).
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General and Report Item Instructions December 2012

the top-tier holding company must file the FR Y-6 on
behalf of all lower tier holding companies. The top-tier
holding company must submit individual responses to
Report Items 3 and 4 for itself and for each subsidiary
holding company. Individual responses to Report Items 1,
2a, and 2b for each subsidiary holding company would
duplicate the information submitted by the top-tier 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 holding company submits its FR Y-6 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 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 holding company’s fiscal
year end. Holding companies filing a tiered report should
file as of the fiscal year end of the top-tier 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
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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
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
A. Confidentiality
Once submitted, a FR Y-6 report becomes a Federal
Reserve Board (Board) record and may be requested by
any member of the public pursuant to the Freedom of
Information Act (FOIA), 5 U.S.C. § 552. Under the
FOIA, Board records generally must be disclosed unless
they are determined to fall, in whole or in part, within the
scope of one or more of the FOIA exemptions from
disclosure. See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to)
‘‘trade secrets and commercial or financial information
obtained from a person and privileged or confidential’’
(exemption 4), and information that, if disclosed, ‘‘would
constitute a clearly unwarranted invasion of personal
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privacy’’ (exemption 6). A Reporter may request confidential treatment for any information submitted on the
FR Y-6 that the Reporter believes is exempt from
disclosure under FOIA. The Reporter must follow the
steps outlined immediately below, and certify on the
completed and signed Cover Page to the FR Y-6 that
these steps have been followed.
This report requires the submission of information regarding individuals. The submission of information on individuals can raise privacy concerns, especially when
reporters provide more details on individuals than is
required to be submitted. 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.
Reporters requesting confidential treatment of information are hereby advised that Board policy strongly favors
disclosure of the names and the number and percentage
of voting securities provided in response to Report Item 3
that pertain to securities holders who control 10 percent
or more of any class of voting securities of a holding
company, bank, or savings association unless there is
shown to be a well-defined present threat to the liberty or
personal security of individuals. This policy shall not
preclude a Reporter from raising any ground for confidential treatment of such information that may be available under the FOIA. Therefore, it is incumbent on
Reporters to make a formal, substantiated request for
confidential treatment of any portion of the report that
they believe should be kept confidential, and that includes
(but is not limited to) information on holders of voting
securities.
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General and Report Item Instructions

Reporters that seek confidential treatment for specific
report item responses to the FR Y-6 must divide their
report submission into two parts, filed simultaneously.
The separately bound confidential volume should be
accompanied by a cover page marked ‘‘confidential’’ and
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
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General and Report Item Instructions December 2012

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.

C. Audit Requirements
Top-tier 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 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 accountant. If a top-tier 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 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
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
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 non-public top-tier
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 (GAAP).
Insurance savings and loan holding companies that do
not prepare GAAP financial statements pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934
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may satisfy the audit requirement with financial statements completed in accordance with Statutory Accounting Principles (SAP).
In addition, the Federal Reserve may request audited
consolidated financial statements from any holding company with total consolidated assets of less than $500 million if deemed warranted for supervisory purposes.

D. Signatures
The Annual Report of Holding Companies (FR Y-6) is
required to be signed by one director of the top-tier
holding company. This individual should also be a senior
official of the top-tier holding company. In the event that
the top-tier 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 U.S.C. §§
1001 and 1007.

E. Amended Reports
The Federal Reserve may require the filing of an amended
Annual Report of 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.
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G. What Must Be Submitted
Top-tier holding companies must submit responses to
each of the following report items. If certain report items
are not applicable to the reporting 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. See Appendix A for a
sample of a completed FR Y-6.

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
(or chairman of the board) of the top-tier holding company. The signed cover 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 Holding Companies:
The top-tier holding company of a tiered holding company must complete the information required for each of
its subsidiary holding companies. This information should
only be submitted by top-tier holding companies with
subsidiary holding companies. Do not submit COV-2 if
your organization does not have a subsidiary holding
company.

Report Item 1:
Shareholders

Annual Report to

A 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 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 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. Holding
companies do not need to create an annual report if such
report is not normally created for shareholders.
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General and Report Item Instructions

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
chart may be in a diagram or list format. It should
disclose the:

when the percentage is greater than 50 but less than 51,
report the percentage as 51, or if the percentage is
greater than 0 but less than 1, report the percentage as 1.
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 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 on the
FR Y-10. Option two is an organization chart showing
the companies that are soley reportable on the FR Y-10
and a separate listing that shows companies that are
reportable on the FR Y-6 but are not reportable on the
FR Y-10.
Companies reportable on the FR Y-10 and thus reportable on the FR Y-6:

1. full legal names (use abbreviations only if part of the
legal name);

(1) Top-tier holding companies organized under U.S.
law, regardless of financial holding company status;

2. physical address (i.e., city and state/country) of each
entity;

(2) Foreign banking organizations that do not meet the
requirements of and are not treated as qualifying
foreign banking organizations under Section 211.23
of Regulation K;

3. State or country (if foreign) of incorporation of each
entity. Companies that are incorporated or organized
in the U.S. should only report the state of incorporation. Companies that are incorporated or organized
outside the U.S. should only report the country of
incorporation. The state or country (if foreign) of
incorporation is required for all business organization
types. For instance, limited liability companies should
report the state or country (if foreign) in which they
filed their articles of organization;
4. intercompany ownership and control relationships
(including any interest held by a Reporter in an entity
through more than one direct holder); and
5. percentage ownership (of voting and nonvoting equity
or other interests) by each direct holder. For partnerships and limited liability companies, the specific
partner or member interest should be provided (i.e.,
general or limited partner, managing or non-managing
member).
To determine the appropriate percentage to report, round
the actual number down to the nearest whole percentage.
For example, a percentage of 79.85 should be rounded
down to 79.
Note: There are two exceptions to this rounding rule:
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General and Report Item Instructions December 2012

(3) Holding companies, U.S. banks, savings associations
or foreign banking organizations in which a Reporter
directly or indirectly in the aggregate controls, owns,
or holds, more than 5 percent of any class of voting
securities,2 or which the Reporter otherwise directly
or indirectly controls;
(4) Companies other than holding companies, U.S. banks
and savings associations or foreign banking organizations (‘‘Nonbanking Companies’’ for purposes of
the FR Y-6) that the Reporter controls directly or

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 holding
company, bank or savings association organized under U.S. law and the
Reporter has directly or indirectly had the sole power to vote the securities
for more than 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 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).

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General and Report Item Instructions

indirectly.3 This includes financial and other nonbank
subsidiaries of banks and savings associations controlled by a 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;
(6) Any entity not mentioned above that is required to file
a regulatory financial report with the Federal Reserve
System; and
(7) Any company (even if it does not otherwise meet the
reporting criteria) that is both a subsidiary of the
Reporter and a parent of a reportable company.
This list of companies reportable on the FR Y-10 includes
a Reporter’s directly or indirectly held subsidiaries that
are direct or indirect holders of any of the above
companies.
Additional companies reportable on the FR Y-6:
Include Nonbanking Companies in which the Reporter
directly or indirectly in the aggregate controls more than
5 percent, but less than 25 percent for bank holding
companies and 25 percent or less for savings and loan
holding companies, of the outstanding shares of any class
of voting securities. With respect to such companies, a
Reporter need not report on its organizational chart the
exact percentage of the voting securities that it controls,
and need only indicate that the company is not reportable
on the FR Y-10.
Companies not reportable on the FR Y-6 Organization
Chart:
(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
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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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;
(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: An interest in a nonbanking company acquired to secure or collect a debt
previously contracted or in a nonbanking company
that solely holds assets acquired in satisfaction of a
debt previously contracted. A company that holds
only foreclosed properties should not be reported.
Contrarily, a company that holds a mixture of foreclosed properties and nonperforming loans that are
not yet in default should be reported.
(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 exception does not apply to any of the following: (a) a
Nonbanking Company that is the underwriter’s
highest-tier provider in the U.S. of any primary line
of insurance, (b) a Nonbanking Company required to
file a financial report with the Federal Reserve System, or (c) any interest that is a reportable merchant
banking or insurance company investment;
(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
special purpose vehicle engaged in a single leasing
transaction;4
4. Note that an interest in a Variable Interest Entity (as defined in ASC
Subtopic 810-10, Consolidation – Overall (formerly FASB Interpretation
No. 46 (Revised), Consolidation of Variable Interest Entities, as amended
by FASB Statement No. 167, Amendments to FASB Interpretation No.
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General and Report Item Instructions

(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 and Section 10(c) of the Home Owners’
Loan Act, or pursuant to a commitment made to the
Board or the Federal Reserve Bank (see also 12 CFR
225.85);
(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; and
(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:
Listing

Domestic Branch

A few weeks after a Reporter’s fiscal year-end, a list of
domestic branches (henceforth referred to as a branch
report) of each domestic depository institution and Edge
and agreement corporations within the Reporter’s organization will be available for download at http://
structurelists.federalreserve.gov/. 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 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.
Information is required for all reportable domestic
branches and offices (henceforth referred to as branches).
46(R)) 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.
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General and Report Item Instructions December 2012

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. A FR Y-10
report is also necessary to report branch changes.
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 domestic or
foreign 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,
• County,
• State or province,
• 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
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.
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General and Report Item Instructions

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.
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).

Report Item 3:

Securities Holders

The top-tier holding company must file Report Item 3. In
a multi-tiered holding company organization the top-tier
holding company must also submit as part of its FR Y-6 a
separate Report Item 3 for each lower tier holding
company.
(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 holding company as of the fiscal year end of the
holding company. In addition, list each person, entity,
or person acting in concert (including families), that
holds options, warrants or other securities or rights
that can be converted into or 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 curGEN-8

rently 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 holding company are held by a nominee
or in street names, list beneficial owners to the extent
information is available. For 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 holding company.
Also, include warrants issued through the Trouble
Asset Relief Program Capital Purchase Program
(TARP CPP) by the U.S. Treasury to purchase shares
of common stock of public holding companies. Small
Business Lending Fund (SBLF) investments of 5%
or more are reportable in Report Item 3 and should be
treated similar to TARP CPP. The SBLF program and
TARP CPP have similar funding mechanisms and
regulatory reporting requirements. (See the TARP
CPP and SBLF programs at the U.S. Treasury website: http://www.treasury.gov/Pages/default.aspx 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.
(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 holding company
during the fiscal year for which the report is being
filed. In addition, list each person or entity, or person
acting in concert (including families) 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.
For each securities holder, including any entity referenced above, list the following:
FR Y-6
General and Report Item Instructions December 2012

General and Report Item Instructions

(a) Name, city and state/country (do not include
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.
For trusts that meet the definition of a company contained
in Regulation Y (12 CFR 225.2(d)), including employee
benefit plans (e.g., ESOPs, profit sharing trusts, etc.) that
are bank holding companies, and for trusts that meet the
definition of savings and loan holding company contained in Regulation LL (12 CFR 238.2(m)(2)), 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

(b) all direct and indirect subsidiaries (including the
name of the subsidary(s)) of the holding company; and
(c) any other company in which the person is a
director, trustee, partner, or executive officer; and
(4) Percentage of each class of voting securities owned,
controlled, or held with power to vote (including
options, warrants or other securities or rights that can
be converted into or exercised for voting securities)
in:
(a) the holding company;
(b) direct and indirect subsidiaries (including the
name of the subsidiary(s)) of the 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, bank, or savings
association 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, bank, or savings association whether or not:

The top-tier holding company must file Report Item 4. In
a multi-tiered holding company organization the top-tier
holding company must also submit as part of its FR Y-6 a
separate Report Item 4 for each lower tier holding
company.

(1) the officer has an official title,

List each principal securities holder, director, trustee,
partner, executive officer, or person exercising similar
functions of the holding company, regardless of title or
compensation, as of the fiscal year end, showing the
following:

Trustees and administrative committee members are considered executive officers of an employee benefit plan.

(1) Name, city and state/country (do not include street
address or social security number);
(2) Principal occupation, if other than with the holding
company;
(3) Title or position with:
(a) the holding company;
FR Y-6
General and Report Item Instructions December 2012

(2) the title designates the officer an assistant, or
(3) the officer is serving without salary or other compensation.

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 that directly or indirectly, or
acting through or in concert5 with one or more persons

5. Acting in concert includes knowing participation in a joint activity or
parallel action towards a common goal of acquiring control of a state

GEN-9

General and Report Item Instructions

(including families6), owns, controls, or has the power to
vote 10 percent or more of any class of voting securities
of a member bank or company. 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.

member bank or holding company whether or not pursuant to an express
agreement.

(1) An insured depository institution (as defined in
12 U.S.C. 1813); or

6. 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.

GEN-10

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:

(2) A corporation the majority of the shares of which are
owned by the United States or by any State.
See Appendix A for a sample of an Insider list.

FR Y-6
General and Report Item Instructions December 2012

DRAFT

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 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 holding companies assistance in completing the FR Y–6.

12/2012

DRAFT

FR Y-6

SAMP-1

Example Format and Guidance

SAMPLE
FOR BANK
HOLDING
COMPANY
Annual Report to Shareholders
1.

Inform whether or not an
annual report is prepared and
enclosed.

Form FR Y-6
Cliff Bancshares, Inc.
St. Louis, Missouri
Fiscal Year Ending December 31, 20XX
Report Item
1:

The bank holding company prepares an annual report for its securities holders and is not registered with the SEC. As specified by the appropriate Reserve
Bank, XX copies are enclosed.

2a: Organizational Chart

27%

Organization Chart
2a: 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.
Include the state or country (if
foreign) of incorporation for all
entities.
Include all entities of which
more than 5 percent of any
class of voting shares is owned
or controlled and all entities,
regardless of the amount of
voting shares owned, that are
otherwise controlled by the
top-tier bank holding company,
directly or indirectly through
subsidiaries.
Domestic Branch Listing
2b: Include all changes and
corrections to the branch
listing downloaded at
http://structurelists.
federalreserve.gov/.

Cliff
Bancshares, Inc.
St. Louis, MO
Incorporated in Missouri

35%

100%
Marble Credit Corp.
Louisville, KY
Incorporated in Delaware
100%
Marble Consumer
Finance
Louisville, KY
Incorporated in Delaware

Cliff Bank
Gravel Bancshares, Inc.
St. Louis, MO
15%
Memphis, TN
Incorporated in Missouri
Incorporated in Tennessee
85%

100%
NR

Granite Mortgage Co.
St. Louis, MO
Incorporated in Missouri

Gravel Bank & Trust
Little Rock, AR
Incorporated in Arkansas

Sandstone
Data Processing
Memphis, TN
Incorporated in Canada

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.
2b: Domestic branch listing provided to the Federal Reserve Bank.

12/2012

DRAFT

FR Y-6

SAMP-2

Example Format and Guidance

SAMPLE
FOR SAVING
AND LOAN
HOLDING
COMPANY

Form FR Y-6
Pioneer Holdings, Inc.
St. Louis, Missouri
Fiscal Year Ending December 31, 20XX
Report Item
1:

The savings and loan holding company prepares an annual report for its securities holders and is not registered with the SEC. As specified by the responsible
Reserve Bank, XX copies are enclosed.

2a: Organizational Chart

Annual Report to Shareholders
1.

27%

Inform whether or not an
annual report is prepared and
enclosed.

Pioneer Holdings, Inc.
St. Louis, MO
Incorporated in Missouri

35%

100%

Organization Chart
2a: 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.
Include the state or country (if
foreign) of incorporation for all
entities.
Include all entities of which
more than 5 percent of any
class of voting shares is owned
or controlled and all entities,
regardless of the amount of
voting shares owned, that
are otherwise controlled by
the top-tier savings and loan
holding company, directly or
indirectly through subsidiaries.
Domestic Branch Listing

Marble Insurance
Louisville, KY
Incorporated in Delaware

Pioneer Savings
Gravel Savings Shares,
and Loan
Inc.
15%
St. Louis, MO
Memphis, TN
Incorporated in Missouri
Incorporated in Tennessee

100%
Marble Credit Corp.
Louisville, KY
Incorporated in Delaware

85%

100%
NR

Granite Mortgage Co.
St. Louis, MO
Incorporated in Missouri

Gravel Savings Bank
& Trust
Little Rock, AR
Incorporated in Arkansas

100%
Marble Consumer
Finance
Louisville, KY
Incorporated in Delaware

100%

Sandstone
Data Processing
Memphis, TN
Incorporated in Canada

Quartz Clothing Store
St. Louis, MO
Incorporated in Missouri

NR= Ownership percentage not reportable on the FR Y-10. Percentage of ownership
is 25% or less and the companies are not controlled by any other means.
2b: Domestic branch listing provided to the Federal Reserve Bank.

2b: Include all changes and
corrections to the branch
listing downloaded at
http://structurelists.
federalreserve.gov/.

12/2012

DRAFT

Example Format and Guidance

SAMPLE
Report Item 3: Securities holders
(1)(a)(b)(c) and (2)(a)(b)(c)

Form FR Y-6

Gregory Doe
Anywhere, MO, USA

James Doe
Anywhere, MO, USA

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

USA

USA

USA

USA

USA

(1)(b)
Country of Citizenship
or Incorporation

133 - 5% Common
Stock

53 - 2% Common
Stock
160 - 6% Options
on Common Stock

160 - 6% Common
Stock

293 - 11% Common
Stock

667 - 25% Common
Stock

720 - 27% Common
Stock
100 - 4% Options
on Common Stock

Mary Doe
Anywhere, MO, USA

Jeannine Doe
Anywhere, MO, USA

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

USA

USA

(2)(b)
Country of Citizenship
or Incorporation

100 - 50% Preferred Stock
(repurchased)

160 - 6% Common
Stock
(repurchased)
160 - 6% Options
on Common Stock
(expired)

XYZ Company
St. Louis, MO, USA

ABC Company
St. Louis, MO, USA

USA

100 - 50% Preferred Stock
(repurchased)

(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 Holding Company
Fiscal Year Ending December 31, 20XX

Current securities holders with ownership, control or holdings of 5% or more
with power to vote as of fiscal year ending 12-31-20XX

Taylor Family
Trust*
John Taylor Trustee
St. Louis, MO, USA

USA

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

The estate of
Joe Doe
St. Louis, MO, USA

USA

315,000 - 5%
warrants on
Common Stock

Cindy Doe
Anywhere, MO, USA

U.S. Treasury
Washington, DC,
USA

* Taylor Family Trust provisions provided on separate attachment.

SAMP-3

12/2012

Example Format and Guidance

SAMPLE

Form FR Y-6
Legal Title of Holding Company
Fiscal Year Ending December 31, 20XX

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

(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)

None

N/A

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

27%

5%
(Cliff Bank)

N/A

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

N/A

25%

None

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

Director &
President
(Cliff Bank)

N/A

11%**

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

Director &
Chairman

Director &
Vice
President
(Cliff Bank)

N/A

Widget Corp.
(35%)

(2)
Principal
Occupation if other
than with Holding
Company

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

(1)
Name,
City, State,
Country

N/A

Director &
President

N/A

None

N/A

N/A

N/A

2%

N/A

None

N/A

Gregory Doe
Anywhere,
MO, USA

Director

President Widget Corp.
Anywhere, MO

2%
(Cliff Bank)

Manufacturing
Widget Corp.

None

Mary Doe
Anywhere,
MO, USA

None

Director &
Sec./
Treasurer

President
Anywhere
College
Anywhere, MO
College
Administrator

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

Jeannine Doe
Anywhere,
MO, USA

Cindy Doe
Anywhere,
MO, USA

James Doe
Anywhere,
MO, USA

DRAFT

SAMP-4

12/2012