Recordkeeping FR Y-6

Board of Governors of the Federal Reserve System

Instructions for the Preparation of

Annual Report of Holding Companies
Reporting Form FR Y-6
Effective December 2024

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, U.S. intermediate holding companies, savings and loan holding companies, 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 or 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.”
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.’ 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. 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

In the case of multi-tiered holding companies that are
direct or indirect subsidiaries of another holding company, 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
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.
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Annual Report of Holding Companies

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.

Paper Submission Option
The filing of a completed report will be considered
timely, regardless of when the report is received by the
appropriate Federal Reserve Bank, if the report is
mailed first class and postmarked no later than the
third calendar day preceding the submission deadline
or following a weekend or holiday, 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.
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.

Electronic Submission Option
In lieu of mailing or hand delivering the completed
FR Y-6 report, a Reporter may submit the FR Y-6
report electronically in Structure Central.
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 submit their original reports to arrange for the timely submission of
their report data and the subsequent filing of their
signed reports.
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How to Prepare the Report
A. Verification of Changes to Reportable Items
The reporter must indicate on page 2 of the report
whether it had changes to any of the FR Y-6 reportable
items from the prior year's submission. A reporter that
checks “Yes” is required to also check the appropriate
“Yes” or “No” response for each item to indicate if it
had changes from the prior year's submission. The
holding company shall only submit the items that
changed with the FR Y-6 report submission. A
reporter that checks “No” to any changes from the
prior year is only required to submit the completed and
signed cover page, and a copy of its annual report if it
meets the reporting criteria for submission. Note that
all reporters must verify their item 2a, organization
chart, and 2b, domestic branch listing in Structure
Central. New filers that have not filed the FR Y-6 previously must submit the entire report. Holding companies must follow the instructions for reporting each
item it has indicated as having changes.

B. 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 privacy” (exemption 6). In certain limited
circumstances, the Federal Reserve may grant confidential treatment for 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. 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
FR Y-6

Annual Report of Holding Companies

and signed page 1 of 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 page 1 of 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 the Board 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.
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
FR Y-6

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.
The Reporter also must submit a letter prior to or concurrent with submission of the two-part FR Y-6. 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.2
Reporters must submit a request for confidential treatment prior to or 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.

Check Box
The Reporter must select on page 1 of the form
whether any confidential treatment is requested for any
portion of the report. If the answer to the first question is “Yes,” the Reporter must indicate whether a
letter justifying the request for confidential treatment is
included with the submission or has been provided
separately. If an institution does not fulfill both requirements, or does not check the appropriate boxes, confidential treatment will not be considered.
Note: Responses to the questions regarding confidential
treatment on page 1 of the form will be considered public
information.
Information for which confidential treatment is
requested may be released subsequently by the Federal
Reserve System, in accordance with the terms of
12 CFR 261.16, if the Board determines that the disclosure of such information is required by law or in the
public interest. If the Federal Reserve deems it necessary to release confidential data, the reporting institu2. FOIA exemptions 4 and 6 may be applicable for requests for confidentiality. For a complete list see the Board’s public web site
https://www.federalreserve.gov/foia/exemptions.htm.

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Annual Report of Holding Companies

tion will be notified before it is released. 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.

C. 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 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.

D. 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
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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 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.

E. 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. If
the holding company is an ESOP/ESOT formed as a
corporation and has officers, an officer must sign the
report. If officer positions do not exist, the ESOP/
ESOT trustee must sign the report. If the holding company is an LLC and has officers, an officer must sign
the report. If officer positions do not exist, a managing
member of the LLC must sign the report. By signing
page 1 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.
Holding companies must maintain in their files a
physical copy of the manually signed FR Y-6 cover
page for a period of three years following submission.
FR Y-6

Annual Report of Holding Companies

F. 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.

G. 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.

H. What Must Be Submitted
Top-tier holding companies must submit responses to
each of the following report items, if they answered
“yes” to the changes check box. 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.

Page 1
The completed page 1 of the FR Y-6 report form must
be signed by an authorized person that is both a director and offıcer (or chairman of the board) of the toptier holding company. The signed page 1 should be
submitted with the FR Y-6 report as it is considered
part of the FR Y-6 report.

Report Item 1: Annual Report to Shareholders
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,
FR Y-6

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 page 1 of the form (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.
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
A list of reportable entities within the Reporter’s
organization is available for access by the Reporter
for verification in Structure Central at https://
www.frbservices.org/central-bank/reporting-central.
Each Reporter is required to verify and reconcile the
listed organizational structure report(s) against the
actual organizational structure as of its fiscal year-end.
For tiered holding companies, the top-tier holding
company of a tiered holding company must verify the
structure of its subsidiary holding companies. If the
holding company checks a “Yes” for item 2.a to indicate
having changes from what is shown, an FR Y-10 report
must be completed for any corrections, including closures, openings, and additions to the organizational
structure report(s). As a reminder, reporters must file
the FR Y-10 within 30 calendar days of the reportable
event. The Reporter should submit a separate FR Y-10
report for each correction. If a Reporter has questions
on accessing its organizational structure report, they
should contact their local Federal Reserve Bank.
Note: Additional companies reportable on the FR Y-6
that are not reportable on the FR Y-10 are not part of
the organizational chart verification process. CompaGEN-5

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Annual Report of Holding Companies

nies that have changes to this information from the
prior year's submission must submit a listing of these
companies. Respondents should contact their local
Federal Reserve Bank if they have any questions.
Reportable entities include:

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.

(a) companies reportable on the Report of Changes in
Organizational Structure (FR Y-10) and (b) additional
companies reportable on the FR Y-6. Reporters should
verify that the organizational chart accurately
discloses:

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);

(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;

(2) the Legal Entity Identifier (LEI) (if the entity
already has one);
(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 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;
(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 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:
when the percentage is greater than 50 but less than 51,
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(1) Top-tier holding companies organized under U.S.
law, regardless of financial holding company
status;

(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,3 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 indirectly.4 This includes financial
and other nonbank subsidiaries of banks and savings associations controlled by a holding
company;
(5) Large merchant banking and insurance company
investments made by an affiliate of a financial
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.

FR Y-6

Annual Report of Holding Companies

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.
Additional companies reportable on the FR Y-6:
For bank holding companies and U.S. intermediate
holding companies, include Nonbanking Companies
in which the Reporter directly or indirectly in the
aggregate controls more than 5 percent, but less than
25 percent of the outstanding shares of any class of
voting securities (>=5% to <25%).
For savings and loan holding companies, include Nonbanking Companies in which the Reporter directly or
indirectly in the aggregate controls more than 5 percent, but less than or equal to 25 percent of the outstanding shares of any class of voting securities (>=5%
to <=25%).
With respect to such companies, a Reporter should not
report the exact percentage of voting securities that it
controls on the organizational chart. The Reporter
only needs to 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 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;
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. However, if an FHC engaged in merchant banking
activities holds shares in the same merchant
banking investment through a merchant banking
vehicle as well as through an SBIC, the entire
investment is treated as the merchant banking
investment, subject to the reporting criteria;
(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 underU.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: If a
Reporter directly or indirectly advises or administers a mutual fund, the mutual fund is not reportable on the Reporter’s FR Y-6 unless other ties
between the Reporter and the fund meet the standard for control as defined in the FR Y-10
Glossary;
(7) Special Purpose Vehicles (SPV): Any company
formed for specific leasing transactions, such as a
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Annual Report of Holding Companies

special purpose vehicle engaged in a single leasing
transaction;5
(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);

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.

(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.

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.

Report Item 2b: Domestic Branch Listing

The following information should be verified for each
branch:

(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

A list of domestic branches of each domestic depository institution and all Edge and agreement corporations within the Reporter’s organization can be found
in Structure Central at https://www.frbservices.org/
central-bank/reporting-central. The Reporter is
required to verify and reconcile the domestic branch
report(s) against the actual head office and branch
locations as of its fiscal year-end. If the holding company checks a “Yes” for item 2.b to indicate having
changes from what is shown, an FR Y-10 report must be
completed for any corrections, including closures,
openings, and additions to the branch report(s). As a
reminder, reporters must file the FR Y-10 within 30
calendar days of the reportable event. The Reporter
should submit a separate FR Y-10 report for each correction. If a Reporter has questions on accessing its
branch listing, they should contact their local Federal
Reserve Bank.

• 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

5. 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.

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December 2024

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
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Annual Report of Holding Companies

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.
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).
Holding companies should use the provided FR Y-6
form to report item 3, Securities Holders and item 4,
Insiders. Please see the FR Y-6 form for additional
information.
For electronic submission of items 3 and 4, the holding
company should contact their district Reserve Bank or
go to https://www.frbservices.org/central-bank/
reporting-central for procedures for electronic
submission.

Report Item 3: Securities Holders
If the holding company checks a "Yes" for item 3 to
indicate having changes from prior year's submission,
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it is required to submit the securities holders information with the FR Y-6 report submission.
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 families6), 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. When calculating the ownership percentage, please use the following formula:

(Individual’s Voting Shares +
Individual’s Options and Warrants)
Ownership =
(Total Outstanding Voting Shares +
Individual’s Options and Warrants)

Please keep the following in mind regarding
options and warrants:
a. when calculating ownership for an individual,
look only to that individual’s options and
warrants, and
b. options and warrants are counted whether
they are unexercised or “out of the money.”
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
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.

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Annual Report of Holding Companies

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 (do not include the social security
number);
(b) City (do not include street address);
(c) State;
(d) Country;
(e) Country of citizenship (if an individual) or
incorporation (if a company);
(f) 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)),
describe the provisions of the trust for voting the securities controlled by the plan;
(g) For individuals acting in concert, identify
the name of individuals or group acting in
concert;
(h) 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
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December 2024

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;
(i) Number of common stock;
(j) Number of warrants;
(k) Number of options;
(l) Number of other securities or rights;
(m) Percentage of each class of voting securities
owned, controlled, or held with power to
vote in the holding company, 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
families7) 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:
(a) Name (do not include social security
number);
(b) City (do not include street address);
(c) State;
(d) Country;
(e) Country of citizenship (if an individual) or
incorporation (if a company);
(f) 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)),
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Annual Report of Holding Companies

describe the provisions of the trust for voting the securities controlled by the plan;
(g) For individuals acting in concert, identify
the name of individuals or group acting in
concert;
(h) For trusts that meet the definition of a
company contained in Regulation Y
(12 CFR 225.2(d)), including employee benefit plans (e.g., ESOP, 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,;
(i) Number of common stock;
(j) Number of warrants;
(k) Number of options;
(l) Number of other securities or rights;
(m) Percentage of each class of voting securities
owned, controlled, or held with power to
vote in the holding company, or, in the case
of a partnership, the proportionate interest.
The estate of deceased securities holder should be
recorded as the securities holder of record until the
estate has been settled.

Report Item 4: Insiders
If the holding company checks a "Yes" for item 4 to
indicate having changes from prior year's submission,
it is required to submit the insider information with the
FR Y-6 report submission.
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.
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:
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(1) (a) Name (do not include social security
number);
(b) City (do not include street address);
(c) State;
(d) Country;
(2) (a) Principal occupation, if other than with the
holding company;
(3) (a) Title or Position with the holding company;
(b) Percentage of each class of voting securities
owned, controlled, or held with power to vote
in the holding company (including options,
warrants or other securities or rights that can
be converted into or exercised for voting
securities),
(4) (a) Title or position with direct and indirect
subsidiaries;
(b) Name of all direct and indirect subsidiaries
(including the name of the subsidiaries) of
the holding company;
(c) 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);
(5) (a) Title or Position with any other company in
which the person is a director, trustee, partner, or executive officer;
(b) Name of any other company in which the
person is a director, trustee, partner, or executive officer, or owns, controls, or holds with
power to vote 25% or more or its outstanding
voting securities or proportionate in a
partnership;
(c) Percentage of each class of voting securities
owned, controlled, or held with power to vote
in any other company (including options,
warrants or other securities or rights that can
be converted into or exercised for voting securities), or proportionate interest held in a
partnership, if 25% or more
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
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Annual Report of Holding Companies

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
(3) the officer is serving without salary or other
compensation.
Trustees and administrative committee members are
considered executive officers of an employee benefit
plan.
An “insider” means an executive officer, director, or
principal securities holder, and includes any related
interest of such a person.
A “principal securities holder” generally means an individual or a company that directly or indirectly, or acting through or in concert7 with one or more persons
(including families8), owns, controls, or has the power
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,
brother, sister, stepbrother, stepsister, son, daughter, stepson, step-

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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.
A “Company” means any corporation, partnership,
trust (business or otherwise), association, joint venture,
pool-syndicate, sole proprietorship, unincorporated
organization, or any other form of business entity not
specifically listed herein. However, for purposes of this
report, the term does not include:
(1) An insured depository institution (as defined in
12 U.S.C. 1813); or
(2) A corporation the majority of the shares of which
are owned by the United States or by any State.
daughter, 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