Consolidated Financial Statements for Holding Companies (AA HCs)

INSTRUCTIONS FOR PREPARATION OF

Financial Statements for
Holding Companies
For purposes of this report, all references to ‘‘bank(s)’’ and ‘‘associated bank(s)’’ are
inclusive of ‘‘savings association(s)’’ unless otherwise noted.

GENERAL INSTRUCTIONS
Who Must Report

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A. Reporting Criteria
All bank holding companies, savings and loan holding
companies,1 and securities holding companies (collectively ‘‘holding companies’’) regardless of size, are
required to submit financial statements to the Federal
Reserve, unless specifically exempted (see description of
exemptions below).
The specific reporting requirements for each holding
company depend upon the size of the holding company,
or other specific factors as determined by the appropriate
Federal Reserve Bank. Holding companies must file the
appropriate forms as described below:
(1) Holding Companies with Total Consolidated Assets
of $500 Million or More. Holding companies with
total consolidated assets of $500 million or more (the
top tier of a multi-tiered holding company, when
applicable) must file:
(a) the Consolidated Financial Statements for Holding Companies (FR Y-9C) quarterly, as of the
last calendar day of March, June, September, and
December.
(b) the Parent Company Only Financial Statements
for Large Holding Companies (FR Y-9LP) quarterly, as of the last calendar day of March, June,
September, and December.
1. Savings and loan holding companies (SLHCs) do not include any
trust (other than a pension, profit-sharing, stockholders’ voting, or business
trust) which controls a savings association if such trust by its terms must
terminate within 25 years or not later than 21 years and 10 months after the
death of individuals living on the effective date of the trust, and (a) was in
existence and in control of a savings association on June 26, 1967, or, (b) is
a testamentary trust. See Section 238.2 of the interim final rule for more
information.

FR Y9C
General Instructions September 2013

Each holding company that files the FR Y-9C
must submit the FR Y-9LP for its parent company.
For tiered holding companies. When holding companies with total consolidated assets of $500 million,
or more, own or control, or are owned or controlled
by, other holding companies (i.e., are tiered holding
companies), only the top-tier holding company must
file the FR Y-9C for the consolidated holding company organization unless the top-tier holding company is exempt from reporting the FR Y-9C. If a
top-tier holding company is exempt from reporting
the FR Y-9C, then the lower-tier holding company
(with total consolidated assets of $500 million or
more) must file the FR Y-9C.
In addition, such tiered holding companies, regardless of the size of the subsidiary holding companies,
must also submit, or have the top-tier holding company subsidiary submit, a separate FR Y-9LP for
each lower-tier holding company of the top-tier
holding company.
(2) Holding Companies that are Employee Stock Ownership Plans. Holding companies that are employee
stock ownership plans (ESOPs) as of the last calendar
day of the calendar year must file the Financial
Statements for Employee Stock Ownership Plan Holding Companies (FR Y-9ES) on an annual basis, as of
December 31. No other FR Y-9 series form is required.
However, holding companies that are subsidiaries of
ESOP holding companies (i.e., a tiered holding company) must submit the appropriate FR Y-9 series in
accordance with holding company reporting requirements.
(3) Holding Companies with Total Consolidated Assets
of Less Than $500 Million. Holding companies with
total consolidated assets of less than $500 million
must file the Parent Company Only Financial Statements for Small Holding Companies (FR Y-9SP) on

GEN-1

General Instructions
1 billion

a semiannual basis, as of the last calendar day of June
and December.2
For tiered holding companies. When holding companies with total consolidated assets of less than
$500 million, own or control, or are owned or
controlled by, other holding companies (i.e., are
tiered holding companies), the top-tier holding company must file the FR Y-9SP for the top-tier parent
company of the holding company. In addition, such
tiered holding companies must also submit, or have
the holding company subsidiary submit, a separate
FR Y-9SP for each lower-tier holding company.
When a holding company that has total consolidated
assets of less than $500 million is a subsidiary of a
holding company that files the FR Y-9C, the holding
company that has total consolidated assets of less
than $500 million would report on the FR Y-9LP
rather than the FR Y-9SP.
The instructions for the FR Y-9LP, FR Y-9ES, and the
FR Y-9SP are not included in this booklet but may be
obtained from the Federal Reserve Bank in the district
where the holding company files its reports, or may be
found on the Federal Reserve Board’s public website
(www.federalreserve.gov/boarddocs/reportforms).

B. Exemptions from Reporting the
Holding Company Financial
Statements
The following holding companies do not have to file
holding company financial statements:

2. The Reserve Bank with whom the reporting holding company files its
reports may require that a holding company with total consolidated assets
of less than $500 million submit the FR Y-9C and the FR Y-9LP reports to
meet supervisory needs. Reserve Banks will consider such criteria including, but not limited to, whether the holding company (1) is engaged in
significant nonbanking activities either directly or through a nonbank
subsidiary; (2) conducts significant off-balance-sheet activities, including
securitizations or managing or administering assets for third parties, either
directly or through a nonbank subsidiary; or (3) has a material amount of
debt or equity securities (other than trust preferred securities) outstanding
that are registered with the Securities and Exchange Commission.
In addition, any holding company that is not subject to the Federal
Reserve’s Capital Adequacy Guidelines, but nonetheless elects to comply
with the guidelines, are required to file a complete FR Y-9C and FR Y-9LP
report, and generally would not be permitted to revert back to filing the FR
Y-9SP report in any subsequent periods.

GEN-2

(1) a holding company that has been granted an exemption under Section 4(d) of the Bank Holding Company Act; or
(2) a ‘‘qualified foreign banking organization’’ as defined
by Section 211.23(a) of Regulation K (12 CFR
211.23(a)) that controls a U.S. subsidiary bank.
Holding companies that are not required to file under the
above criteria may be required to file this report by the
Federal Reserve Bank of the district in which they are
registered.

C. Shifts in Reporting Status
A top-tier holding company that reaches $500 million or
more in total consolidated assets as of June 30 of the
preceding year must begin reporting the FR Y-9C and the
FR Y-9LP in March of the current year, and any lowertier holding companies must begin reporting the FR Y9LP in March of the current year. If a top-tier holding
company reaches $500 million or more in total consolidated assets due to a business combination, a reorganization, or a branch acquisition that is not a business
combination, then the holding company must begin
reporting the FR Y-9C and the FR Y-9LP with the first
quarterly report date following the effective date of the
business combination, reorganization, or branch acquisition, and any lower-tier holding companies must begin
reporting the FR Y-9LP with the first quarterly report
date following the effective date. In general, once a
holding company reaches or exceeds $500 million in
total consolidated assets and begins filing the FR Y-9C
and FR Y-9LP, it should file a complete FR Y-9C and FR
Y-9LP going forward (and any lower-tier holding companies should file a complete FR Y-9LP going forward).
If a holding company’s total consolidated assets should
subsequently fall to less than $500 million for four
consecutive quarters, then the holding company may
revert to filing the FR Y-9SP (and any lower-tier holding
companies in those organizations may revert to filing the
FR Y-9SP).

Where to Submit the Reports
Electronic Submission
All holding companies must submit their completed
reports electronically. Holding companies should contact
their district Reserve Bank or go to www.frbservices.org/
centralbank/reportingcentral/index.html for procedures
for electronic submission.

FR Y9C
General Instructions March 2013