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General and Report Item Instructionsdisclosure of the names and the number and percentageof voting securities provided in response to Report Item 3that pertain to securities holders who control 10 percentor more of any class of voting securities of a holdingcompany, bank, or savings association unless there isshown to be a well-defined present threat to the liberty orpersonal security of individuals. This policy shall notpreclude a Reporter from raising any ground for confidential treatment of such information that may be available under the FOIA. Therefore, it is incumbent onReporters to make a formal, substantiated request forconfidential treatment of any portion of the report thatthey believe should be kept confidential, and that includes(but is not limited to) information on holders of votingsecurities.Reporters that seek confidential treatment for specificreport item responses to the FR Y-6 must divide theirreport submission into two parts, filed simultaneously.The separately bound confidential volume should beaccompanied by a cover page marked “confidential” andinclude only those report item responses for which confidential treatment is requested. The public volume shouldinclude responses to all of the report items. The responsesto those items for which confidential treatment is requestedshould indicate that the responsive data may be found inthe confidential volume.The Reporter also must submit a letter prior to or concurrent with submission of the two-part FR Y-6. The writtenrequest must identify the specific items for which confidential treatment is requested, provide justification for theconfidential treatment requested for the identified items,and must demonstrate the specific nature of the harm thatwould result from public release of the information.Merely stating that competitive harm would result is notsufficient.2Reporters must submit a request for confidential treatment prior to or at the time of filing this report even ifthey previously requested (and were or were not accorded)confidential treatment for the same information as filedon a previous FR Y-6 report or as otherwise provided tothe Board.Check BoxThe Reporter must select on page 1 of the form whetherany confidential treatment is requested for any portion of2. FOIA exemptions 4 and 6 may be applicable for requests for confidentiality. For a complete list see the Board’s public web site FR Y-6General and Report Item Instructions December 2016the report. If the answer to the first question is “Yes,” theReporter must indicate whether a letter justifying therequest for confidential treatment is included with thesubmission or has been provided separately. If an institution does not fulfill both requirements, or does notcheck the appropriate boxes, confidential treatmentwill not be considered.Note: Responses to the questions regarding confidential treatment on page 1 of the form will be consideredpublic information.Information for which confidential treatment is requestedmay be released subsequently by the Federal ReserveSystem, in accordance with the terms of 12 CFR 261.16,if the Board determines that the disclosure of suchinformation is required by law or in the public interest. Ifthe Federal Reserve deems it necessary to release confidential data, the reporting institution will be notifiedbefore it is released. For further information on theprocedures for requesting confidential treatment and theBoard’s procedures for addressing such requests, consultthe Board’s Rules Regarding Availability of Information,12 CFR part 261, including 12 CFR 261.15, whichgoverns requests for confidential treatment.B. Additional InformationThe Federal Reserve System reserves the right to requirethe filing of additional statements and information ifthe information submitted in the FR Y-6 report is notsufficient to appraise the financial soundness of theholding company or to determine its compliance withapplicable laws and regulations. The Reporter mustfollow the steps outlined in the section immediatelyabove with respect to any additional information forwhich it seeks confidential treatment.C. Audit RequirementsTop-tier holding companies do not have to submit auditedfinancial statements as part of the requirements of theFR Y-6. However, the Federal Reserve requires thattop-tier holding companies with total consolidated assetsof 500 million or more must have an annual audit of itsconsolidated financial statements by an independent public accountant. If a top-tier holding company reaches thethreshold of 500 million or more in total consolidatedassets during its fiscal year, the annual audit requirementby an independent public accountant would not berequired until its following fiscal year end. In otherGEN-3

General and Report Item Instructionswords, for the annual audit requirement, an institution’stotal assets are measured as of the beginning of its fiscalyear.If the audit of the top-tier holding company’s financialstatements is also being performed to satisfy the auditedrequirements of an insured depository institution asallowed in Part 363 of the FDIC’s regulations (12 CFRpart 363), then the completion of the audit of the top-tierholding company’s financial statements must be accomplished in the time frame allowed in Part 363 of theFDIC’s regulations. Generally, this means that a publicholding company must have its audited financial statements on file and readily available for its appropriateFederal Reserve Bank by 90 days after its fiscal year end(i.e., the FR Y-6 deadline), and a non-public top-tierholding 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 generallyaccepted auditing standards (balance sheets, statementsof income, changes in equity capital, and cash flows, withaccompanying footnote disclosure). The scope of theaudit engagement shall be sufficient to permit suchaccountant to determine and report whether the financialstatements are presented fairly and in accordance withGenerally Accepted Accounting Principles (GAAP).Insurance savings and loan holding companies that donot prepare GAAP financial statements pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934may satisfy the audit requirement with financial statements completed in accordance with Statutory Accounting Principles (SAP).In addition, the Federal Reserve may request auditedconsolidated financial statements from any holding company with total consolidated assets of less than 500 million if deemed warranted for supervisory purposes.D. SignaturesThe Annual Report of Holding Companies (FR Y-6) isrequired to be signed by one director of the top-tierholding company. This individual should also be a seniorofficial of the top-tier holding company. In the event thatthe top-tier holding company does not have an individualwho is a senior official and is also a director, the chairmanof the board must sign the report. If the holding companyis an ESOP/ESOT formed as a corporation and hasofficers, an officer must sign the report. If officer positions do not exist, the ESOP/ESOT trustee must sign theGEN-4report. If the holding company is an LLC and hasofficers, an officer must sign the report. If officer positions do not exist, a managing member of the LLC mustsign the report. By signing page 1 of this report thedirector (or chairman of the board) acknowledges thatany knowing and willful misrepresentation or omissionof a material fact constitutes fraud in the inducement andmay subject the director (or chairman of the board) tolegal sanctions provided by 18 U.S.C. §§ 1001 and 1007.E. Amended ReportsThe Federal Reserve may require the filing of an amendedAnnual Report of Holding Companies if the report aspreviously submitted contains significant errors. In addition, a Reporter should file an amended report wheninternal or external auditors make audit adjustments thatresult in a restatement of financial statements previouslysubmitted to the Federal Reserve. The Reporter mustfollow the steps outlined in Section A above, with respectto any additional information for which it seeks confidential treatment.F. Monitoring of Regulatory ReportsFederal Reserve Banks will monitor the filing of allregulatory reports to ensure that they are filed in a timelymanner and are accurate and not misleading. Reportingdeadlines are detailed in the When to Submit the Reportssection of these General Instructions. Additional information on the monitoring procedures is available from theFederal Reserve Banks.G. What Must Be SubmittedTop-tier holding companies must submit responses toeach of the following report items. If certain report itemsare not applicable to the reporting holding company, aresponse of “No,” “None” or “Not Applicable,” asappropriate, must be reported for those report items.Otherwise, Reserve Bank staff will contact the Reporterto ensure the response is complete. See Appendix A for asample of a completed FR Y-6.Page 1:The completed page 1 of the FR Y-6 report form must besigned by an authorized person that is both a director andoffıcer (or chairman of the board) of the top-tier holdingcompany. The signed page 1 should be submitted withFR Y-6General and Report Item Instructions December 2016

General and Report Item Instructionsthe FR Y-6 report as it is considered part of the FR Y-6report.request that such financial statements and footnotes beaudited by an independent public accountant.Legal Entity Identifier (LEI):Report Item 2a:The top-tier holding company (Reporter) must provide itsLEI on page 1 of this report if it already has one. If thereporter does not have a LEI, it is not required to obtainone. See the FR Y-10 Glossary for definition of a “LegalEntity Identifier (LEI).”Submit an organization chart indicating the Reporter andits interest in all entities as defined below. This includes:(a) companies reportable on the Report of Changes inOrganizational Structure (FR Y-10) and (b) additionalcompanies reportable on the FR Y-6. The organizationchart may be in a diagram or list format. It shoulddisclose the:For Use By Tiered Holding Companies:The top-tier holding company of a tiered holding company must complete the information required for each ofits subsidiary holding companies. This information shouldonly be submitted by top-tier holding companies withsubsidiary holding companies. Do not submit COV-2 ifyour organization does not have a subsidiary holdingcompany.Report Item 1:ShareholdersAnnual Report toA holding company that prepares an annual report for itsshareholders and is not registered with the Securitiesand Exchange Commission (SEC) must submit the number of copies of the annual report specified by theappropriate Reserve Bank with its FR Y-6. If the annualreport is not available by the submission date, the holdingcompany must inform the appropriate Federal ReserveBank 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 theSEC must indicate on page 1 of the form (per checkboxat lower left-hand corner) that an annual report to shareholders: (a) is included with the FR Y-6 report, (b) willbe sent under separate cover, or (c) is not prepared. Anannual report is to be submitted to the Federal Reserveonly if such a report is created for shareholders. Holdingcompanies do not need to create an annual report if suchreport is not normally created for shareholders.Holding companies may be required to submit, at thediscretion of their appropriate Federal Reserve Bank,free-form comparative financial statements, footnotesand any other information that is deemed necessaryby their appropriate Federal Reserve Bank to fulfill itssupervisory responsibilities. The Federal Reserve mayFR Y-6General and Report Item Instructions December 2016Organization Chart(1) full legal names (use abbreviations only if part of thelegal name);(2) the Legal Entity Identifier (LEI) (if the entity alreadyhas one) 3(3) physical address (i.e., city and state/country) of eachentity;(4) State or country (if foreign) of incorporation of eachentity. Companies that are incorporated or organizedin the U.S. should only report the state of incorporation. Companies that are incorporated or organizedoutside the U.S. should only report the country ofincorporation. The state or country (if foreign) ofincorporation is required for all business organizationtypes. For instance, limited liability companies shouldreport the state or country (if foreign) in which theyfiled their articles of organization;(5) intercompany ownership and control relationships(including any interest held by a Reporter in an entitythrough more than one direct holder); and(6) percentage ownership (of voting and nonvoting equityor other interests) by each direct holder. For partnerships and limited liability companies, the specificpartner or member interest should be provided (i.e.,general or limited partner, managing or nonmanaging member).To determine the appropriate percentage to report, roundthe actual number down to the nearest whole percentage.For example, a percentage of 79.85 should be rounded3. The top-tier holding company (Reporter) must provide the LEI foritself 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 notrequired to obtain one. See the FR Y-10 Glossary for definition of a “LegalEntity Identifier (LEI).”GEN-5

General and Report Item Instructionsdown 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 isgreater than 0 but less than 1, report the percentage as 1.As described below the FR Y-6 Organization Chart mayhave companies in addition to those reportable on theFR Y-10. The top-tier holding company may choose howto report those differences using one of the following twooptions. One option is a single organization chart, annotated to indicate those companies reportable on theFR Y-6 Organizational Chart, but not reportable on theFR Y-10. Option two is an organization chart showingthe companies that are soley reportable on the FR Y-10and a separate listing that shows companies that arereportable on the FR Y-6 but are not reportable on theFR 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 therequirements of and are not treated as qualifyingforeign banking organizations under Section 211.23of Regulation K;(3) Holding companies, U.S. banks, savings associationsor foreign banking organizations in which a Reporterdirectly or indirectly in the aggregate controls, owns,or holds, more than 5 percent of any class of votingsecurities,4 or which the Reporter otherwise directlyor indirectly controls;(4) Companies other than holding companies, U.S. banksand savings associations or foreign banking organizations (“Nonbanking Companies” for purposes of4. In general, a Reporter is considered to control all securities which itor its subsidiaries have the power to vote, but not securities held in afiduciary capacity. However, securities held by a Reporter (or its subsidiary) as fiduciary are deemed controlled by the Reporter if the securities areheld for the benefit of employees, securities holders, members, affiliates ofthe Reporter or any Reporter subsidiary, or if the securities are of a holdingcompany, bank or savings association organized under U.S. law and theReporter has directly or indirectly had the sole power to vote the securitiesfor more than 2 years. In addition, a security that is convertible into avoting security at a holder’s option is deemed to be a securities of the classinto which the security is convertible. The holding company should checkto 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).GEN-6the FR Y-6) that the Reporter controls directly orindirectly.5 This includes financial and other nonbanksubsidiaries of banks and savings associations controlled by a holding company;(5) Large banking and insurance company investmentsmade by an affiliate of a financial holding companyare reportable if the financial holding company andits affiliates on a combined basis acquired more than5 percent of the voting securities, assets, or ownership interest of a company engaged in a nonfinancialactivity at a cost that exceeds the lesser of 5 percentof the parent financial holding company’s Tier 1capital (or total capital for FR Y-9SP filers) or 200 million;(6) Any entity not mentioned above that is required to filea regulatory financial report with the Federal ReserveSystem; and(7) Any company (even if it does not otherwise meet thereporting criteria) that is both a subsidiary of theReporter and a parent of a reportable company.This list of companies reportable on the FR Y-10 includesa Reporter’s directly or indirectly held subsidiaries thatare direct or indirect holders of any of the abovecompanies.Additional companies reportable on the FR Y-6:For bank holding companies and U.S. intermediate holding companies, include Nonbanking Companies in whichthe Reporter directly or indirectly in the aggregate controls 5 percent or more, but less than 25 percent of theoutstanding shares of any class of voting securities( 5% to 25%).For savings and loan holding companies, include Nonbanking Companies in which the Reporter directly orindirectly in the aggregate controls 5 percent or more, butless than or equal to 25 percent of the outstanding sharesof any class of voting securities ( 5% to 25%).With respect to such companies, a Reporter should notreport the exact percentage of voting securities that itcontrols on the organizational chart. The Reporter onlyneeds to indicate that the company is not reportable onthe FR Y-10.5. To determine whether one company controls another company, applythe standard for control as defined in the Glossary of the FR Y-10.FR Y-6General and Report Item Instructions December 2016

General and Report Item InstructionsCompanies not reportable on the FR Y-6 OrganizationChart:(1) Inactive Companies: Any company that exists as amatter of law, but does not engage in any businessactivity. The company becomes reportable once itbegins to engage in business. Note that inactivecompanies include companies that have been set-upas name-saving organizations or have been formed orincorporated but do not yet conduct any businessactivity. Any company that is inactive as of the endof the reporting period does not need to be reportedon the FR Y-6;(2) Companies Held by a Small Business InvestmentCompany: Any company controlled directly or indirectly by a Small Business Investment Company thatis registered with the Small Business Administration,unless the interest in the company is a reportablemerchant banking or insurance company investmenton the FR Y-10;(3) Debts Previously Contracted: An interest in a nonbanking company acquired to secure or collect a debtpreviously contracted or in a nonbanking companythat solely holds assets acquired in satisfaction of adebt previously contracted. A company that holdsonly foreclosed properties should not be reported.Contrarily, a company that holds a mixture of foreclosed properties and nonperforming loans that arenot yet in default should be reported.(4) Interests Held as Collateral: Interest held solely ascollateral securing an extension of credit.(5) Companies Controlled Through an Insurance Underwriter: Any nonbanking company organized underU.S. federal or state law, if controlled directly orindirectly by an insurance underwriter. This exception does not apply to any of the following: (a) aNonbanking Company that is the underwriter’shighest-tier provider in the U.S. of any primary lineof insurance, (b) a Nonbanking Company required tofile a financial report with the Federal Reserve System, or (c) any interest that is a reportable merchantbanking or insurance company investment;(6) Advising and Administering a Mutual Fund: Notethat advising and administering a mutual fund doesnot by itself constitute a reportable interest of aReporter in a fund;FR Y-6General and Report Item Instructions December 2016(7) Special Purpose Vehicles (SPV): Any companyformed for specific leasing transactions, such as aspecial purpose vehicle engaged in a single leasingtransaction;6(8) Companies Required to be Conformed or Divested:Any company which must be divested, or the activities of which must be conformed, pursuant to Sections 4(a)(2) or 4(n)(7) of the Bank Holding Company Act and Section 10(c) of the Home Owners’Loan Act, or pursuant to a commitment made to theBoard or the Federal Reserve Bank (see also 12 CFR225.85);(9) Other Merchant Banking or Insurance CompanyInvestments. U

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