Annual Report of Holding Companies (initial)

INSTRUCTIONS FOR PREPARATION OF

Annual Report of Holding Companies
FR Y-6

U.S. intermediate holding companies,

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.

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GENERAL INSTRUCTIONS
Who Must Report

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).

DR
A

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).
FR Y-6
General and Report Item Instructions December 2012

2016

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
new paragraph
appropriate Federal Reserve Bank Start
no later
than 90
and begin with...Paper
calendar days after the top-tier holding company’s fiscal
option.
year end. Holding companies filing asubmission
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

If the organization has a non-U.S. BHC that
controls a U.S. BHC, the FR Y-6 should be
submitted by the top-tier U.S. BHC.

GEN-1

In certain limited circumstances, the Federal
or following
a weekend
or holiday,
has been
General
and
Report
Item
Instructions
Reserve
may grant confidential treatment for
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.

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.
page 1
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.

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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
called upon to provide proof of
Insert
newbeparagraph...
timely mailing.
A ‘‘Certificate
of Mailing’’
Postal
Electronic
submission option.
In lieu (U.S.
of mailing
or
Service Form
maythe
be completed
used to provide
proof.
hand3817)
delivering
FR Y-6such
report,
a
If an overnight
service
is Y-6
used,
entry
the
Reporterdelivery
may submit
the FR
report
as aofPortable
completedDocument
original report
into
the file
delivery
systemattachment
on the
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(PDF)
in an e-mail
day beforetothe
submission
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a secured
e-mail
address.will
Any
Reportertimely
submission.
In addition,
the handthedelivery
of the
cominterested
in submitting
completed
FR Y-6
pleted original
on or before
submission
deadreportreport
electronically
shouldthe
contact
their Federal
line to theReserve
locationBank.
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
Start new
paragraph.
sufficient time
to file
these reports so that they are
received by the submission deadline should contact the
Move highlighted
textto which they mail their original
Federal
Reserve Bank
to
GEN-1
before
paper
reports to arrange for the timely submission of their
submission
paragraph.
report
data and
the subsequent filing of their signed
reports.
submit
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.
insert period

some or all of the items for which such
treatment has been requested if the institution
clearly has provided a compelling justification
for the request.

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A

1 of to safeThe Reporter must take appropriate page
measures
guard 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.

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
GEN-2

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.
FR Y-6
General and Report Item Instructions December 2012

2016

. The written request must identify the specific items
for which confidential treatment is requested, provide
justification for the confidential treatment requested
for the identified items, and must demonstrate the
specific nature of the harm that would result from
public release of the information. Merely stating that
competitive harm would result is not sufficient.1

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
prior to or
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.

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

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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
Check Box
year.
The Reporter must select on page 1 of the form whether any
confidential
treatment
requested
for any
portion offinancial
the report. If
If the audit
of the istop-tier
holding
company’s
thestatements
answer to the
firstbeing
question
is "Yes," to
thesatisfy
Reporter
indicate
is also
performed
the must
audited
whether
a letter justifying
the request
for confidential
treatment
requirements
of an insured
depository
institution
as is
included
with
or FDIC’s
has beenregulations
provided separately.
allowed
inthe
Partsubmission
363 of the
(12 CFR If an
institution
does
notthe
fulfill
both requirements,
not check
part 363),
then
completion
of the auditor
ofdoes
the top-tier
theholding
appropriate
boxes, confidential
treatment
willbe
notaccombe
company’s
financial statements
must
considered.
plished in the time frame allowed in Part 363 of the
FDIC’s regulations. Generally, this means that a public
Note:
Responses
to themust
questions
regarding
treatment
holding
company
have its
auditedconfidential
financial stateon page
be considered
ments1 of
onthe
fileform
and will
readily
available public
for itsinformation.
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.

DR
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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.

prior to or

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.

The annual audit must be in accordance with generally
in
accordance
with the
terms of(balance
12 CFR 261.16
accepted
auditing
standards
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
If the Federal
Reserve
necessary
accountant
to determine
anddeems
reportitwhether
thetofinancial
B. Additional Information
releaseareconfidential
data,and
thein reporting
statements
presented fairly
accordance with
institution
will be
notified Principles
before it is
The Federal Reserve System reserves the right to require
Generally
Accepted
Accounting
(GAAP).
released.
the filing of additional statements and information if
Insurance
savings and loan holding companies that do
the information submitted in the FR Y-6 report is not
not prepare GAAP financial statements pursuant to Secsufficient to appraise the financial soundness of the
tion 13 or 15(d) of the Security Exchange Act of 1934
1FOIA exemptions 4 and 6 may be applicable for requests for
FR Y-6
confidentiality. For a complete list see the Board's public web site GEN-3
General and Report Item Instructions December 2012
http://www.federalreserve.gov/foia/exemptions.htm
2016

General and Report Item Instructions

D. Signatures

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.
1

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may satisfy the audit requirement with financial statements completed
in accordance
Statutory AccountIf the holding
company with
is an ESOP/ESOT
formed
ing Principles
(SAP).
as a corporation
and has officers, an officer must
signthe
the Federal
report. IfReserve
officer positions
do notaudited
exist,
In addition,
may request
the
ESOP/ESOT
trustee
must
sign
the
report.
If
consolidated financial statements from any holding comthe
holding
company
is
an
LLC
and
has
officers,
pany with total consolidated assets of less than $500 mil-an
officerwarranted
must signfor
thesupervisory
report. If officer
positions do
lion if deemed
purposes.
not exist, a managing member of the LLC must
sign the report.

Cover Page:

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.

1

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.
1
Legal Entity Identifier (LEI):

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A

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)
1 acknowledges that any knowing and willful misrepresentation or omission of a material fact constitutes fraud inThe
the inducement and may subject the director (or chairman
of the board) to legal sanctions provided by 18 U.S.C. §§
1001 and 1007.

Effective with fiscal year ends beginning October 31,
2014, the top-tier holding company (reporter) must provide its LEI on the cover page of this report if it already
has one. If the reporter does not have a LEI, it is not
required to obtain one. See the FR Y-10 Glossary for
definition of a ‘‘Legal Entity Identifier (LEI).’’
1

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.

F. Monitoring of Regulatory Reports

Report Item 1:
Shareholders

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.

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

GEN-4

Annual Report to

FR Y-6
General and Report Item Instructions December 2015

2016

General and Report Item Instructions

1
Bank that it will forward its annual report to the appropriate Federal Reserve Bank as soon as practicable.

(5) intercompany ownership and control relationships
(including any interest held by a Reporter in an entity
through more than one direct holder); and
(6) 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 nonmanaging member).

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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
page 1
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.

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;

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:
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.

DR
A

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

(2) the Legal Entity Identifier (LEI) (if the entity already
has one) 2

(3) physical address (i.e., city and state/country) of each
entity;
(4) 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

2. The top-tier holding company (Reporter) must provide the LEI for
itself and any subsidiary reportable on the FR Y-6 if they already have one.
If the Reporter or any of its subsidiaries do not have a LEI, it is not
required to obtain one. See the FR Y-10 Glossary for definition of a ‘‘Legal
Entity Identifier (LEI).’’
FR Y-6
General and Report Item Instructions December 2015

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) Top-tier holding companies organized under U.S.
law, regardless of financial holding company status;
(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) 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
GEN-5

For bank holding companies and U.S. intermediate holding
General
andNonbanking
ReportCompanies
Item inInstructions
companies, include
which the Reporter

directly or indirectly in the aggregate controls 5 percent or more, but
less than 25 percent of the outstanding shares of any class of voting
securities (>=5% to <25%).

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For savings and loan holding companies, include Nonbanking
Companies
the the
Reporter
directly
or indirectly
in the directly or indirectly in the aggregate controls more than
securities,in3 which
or which
Reporter
otherwise
directly
aggregate
controls
5
percent
or
more,
but
less
than
or
equal to525percent, but less than 25 percent for bank holding
or indirectly controls;
percent of the outstanding shares of any class of voting securities
companies and 25 percent or less for savings and loan
(4)(>=5%
Companies
other than holding companies, U.S. banks
to <=25%).
holding companies, of the outstanding shares of any class
and savings associations or foreign banking organiof voting securities. With respect to such companies, a
zations
(‘‘Nonbanking
Companies’’
for should
purposes
With
respect
to such companies,
a Reporter
notof
report the
Reporter need not report on its organizational chart the
the percentage
FR Y-6) that
the Reporter
directlyonorthe
exact
of voting
securitiescontrols
that it controls
exact percentage of the voting securities that it controls,
4
includes
financial
and
othertononbank
indirectly. This
organizational
chart.
The Reporter
only
needs
indicate that the
and need only indicate that the company is not reportable
subsidiaries
banks and
savings
associations concompany
is not of
reportable
on the
FR Y-10.
on the FR Y-10.
trolled by a holding company;
Companies not reportable on the FR Y-6 Organization
(5) Large banking and insurance company investments
Chart:
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;

DR
A

(6) Any entity not mentioned above that is required to file
a regulatory financial report with the Federal Reserve
System; and

(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;

(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

3. 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).
4. To determine whether one company controls another company, apply
the standard for control as defined in the Glossary of the FR Y-10.

GEN-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
FR Y-6
General and Report Item Instructions December 2015

2016

General and Report Item Instructions

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;

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(7) Special Purpose Vehicles (SPV): Any company
formed for specific leasing transactions, such as a
special purpose vehicle engaged in a single leasing
transaction;5

zation 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).
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.

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(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 organi5. 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.
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.
FR Y-6
General and Report Item Instructions December 2015

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,
GEN-7

General and Report Item Instructions

holding company must also submit as part of its FR Y-6 a
separate Report Item 3 for each lower tier holding
company.

• State or province,
• Country,
• Zip or postal code, and

(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
Branch Service Type
holding company. In addition, list each person, entity,
The following branch service types should be verified for
or person acting in concert (including families6), that
each branch.
holds options, warrants or other securities or rights
Full Service - A branch that accepts deposits, makes
that can be converted into or exercised for voting
loans, opens/closes accounts, has a loan officer and
securities, which, in their aggregate, and including
full-time staff on site, maintains normal hours, and may
voting securities currently held, would equal or
have safe deposit facilities on site. The site may be
exceed 5 percent of any such class of voting securiowned or leased by the institution or located in a retail
ties. For example, an individual or entity that curfacility such as a supermarket.
rently holds 2 percent of a class of voting securities
and options that would represent an additional 3 perLimited Service - A branch that accepts deposits and
cent of such class of voting securities if exercised
payments; however, it may not offer other services.
should be included in this report item. When the
Examples include a Military Facility that operates on a
shares of the holding company are held by a nominee
military base for the sole purpose of cashing military and
or in street names, list beneficial owners to the extent
government payroll checks, a drive-through facility that
information is available. For holding companies that
can accept deposits and make payments but may not offer
are partnerships, list each partner who has a 5 percent
other services, a mobile/seasonal or otherwise temporary
or more ownership interest. Include all general partbranch that may not have a fixed location or is only open
ner interests in each reportable holding company.
for a limited period, or a limited service facility located in
Also, include warrants issued through the Trouble
a retail establishment. When reporting the current address
When
calculating
the
ownership
please use
the following
formula:
Assetpercentage,
Relief Program
Capital
Purchase
Program
for a mobile branch, use the address of the main office.
(TARP CPP) by the U.S. Treasury to purchase shares
Trust - An office that only conducts trust activities and
Ownership =
Individual'sofVoting
Shares
+ Individual's
Optionscompanies.
and Warrants
common
stock
of public holding
Small
does not accept deposits.
Total Outstanding
Voting
Shares +Fund
Individual's
and Warrants
Business
Lending
(SBLF)Options
investments
of 5%
Electronic Banking - A facility with phone, PC, and/or
or more are reportable in Report Item 3 and should be
website services through which customers
can open
Please keep
the following intreated
mind regarding
and warrants:
similar tooptions
TARP CPP.
The SBLF program and
accounts, apply for loans, make fund transfers into
TARP CPP have similar funding mechanisms and
accounts and other types of electronic transactions
from a ownership
i) when calculating
for an individual,
only to that individual's
options and
regulatory
reportinglook
requirements.
(See the TARP
remote location.
warrants, and
CPP and SBLF programs at the U.S. Treasury website: http://www.treasury.gov/Pages/default.aspx for
NOTE: For Electronic Banking branches, the current
options
and warrants aredetails
counted
they are unexercised or "out of the money."
onwhether
the warrants.)
address should be the same as that ofii) the
operations
center that performs the back room operations associated
For each securities holder, include any entity listed
with this activity.
above, provide the following:
Note: A branch does not include Administrative offıces,
(a) Name, city and state/country (do not include the
Loan Production offıces, Consumer Credit offıces, standstreet address or social security number);
alone ATMs, Contractual offıces, Customer Bank Communications Terminals (CBCT) and Electronic Fund
Transfer Units (EFTU).

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• Applicable branch service type.

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
GEN-8

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.
FR Y-6
General and Report Item Instructions December 2015

2016

General and Report Item Instructions

(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.

Report Item 4:

Insiders

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.

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(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 families5) 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.

See Appendix A for a sample of a securities holder list.

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

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(2) Principal occupation, if other than with the holding
company;

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

FR Y-6
General and Report Item Instructions December 2015

(3) Title or position with:
(a) the holding company;

(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:
GEN-9

General and Report Item Instructions

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:
(1) the officer has an official title,
(2) the title designates the officer an assistant, or

FT

(3) the officer is serving without salary or other compensation.

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.

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.

(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.

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A ‘‘principal securities holder’’ generally means an
individual or a company that directly or indirectly, or
acting through or in concert7 with one or more persons
(including families8), owns, controls, or has the power to
vote 10 percent or more of any class of voting securities

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:

See Appendix A for a sample of an Insider list.

7. 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 holding company whether or not pursuant to an express
agreement.

8. Family includes a person’s father, mother, stepfather, stepmother,

GEN-10

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.

FR Y-6
General and Report Item Instructions December 2015

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