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pdfFR Y-10
OMB Number 7100–0297
Expires March 31, 2007
Board of Governors of the Federal Reserve System
Report of Changes in Organizational Structure—FR Y-10
Cover Page
Submission Date
(MM/DD/YYYY)
Reporter's Name, Street, and Mailing Address
Legal Name
Street Address
Reporter's Mailing Address (if different from street address)
City/County
Mailing City
State/Province, Country
Zip/Postal Code
Mailing State/Province, Country
Zip/Postal Code
Contact's Name and Mailing Address for this Report
Name and Title
Contact's Mailing Address (if different from above)
Phone Number (Include area code and if applicable, the extension)
Mailing City
Fax Number (Include area code)
Mailing State/Province, Country
Zip/Postal Code
E-mail Address
Authorized Officer
I,
,
Printed Name & Title
am an authorized officer of the company named above, and
hereby declare that this report is true and complete to the best of
my knowledge and belief.
Signature of Officer
Date of Signature
Public reporting burden for the information collection is estimated to average 1 hour per
response, including time to gather and maintain the data and complete the information
collection. The Federal Reserve may not conduct or sponsor, and a person is not required
to respond to any information collection unless it displays a currently valid OMB control
number. Comments regarding this estimate or any other aspects of this information
burden may be sent to Secretary, Board of Governors of the Federal Reserve System,
Washington, D.C. 20551, and to the Office of Information and Regulatory Affairs, Office
of Management and Budget, Washington, D.C. 20503.
This report is required by law: Sections 4(k) and 5(c)(1)(A) of the Bank Holding
Company Act (12 U.S.C. §§ 1843(k), 1844(c)(1)(A)); Section 8(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25(7) and 25A of the
Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211.13(c) of
Regulation K (12 CFR 211.13(c)); and Sections 225.5(b) and 225.87 of Regulation Y
(12 CFR 225.5(b) and 225.87).
FRB Use Only
ID_RSSD
Banking Schedule
FR Y-10
Page 2
Use this schedule to report information about a reporter that is a Banking Company and about a reporter's directly or indirectly held interests in a BHC or bank organized under U.S. law.
Check box if correction:
1.a. Event Type (check one or more):
1.b.
Date of Event:
(MM/DD/YYYY)
Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority
No Longer Reportable
Became Inactive
Debts Previously Contracted
Other, please describe:
Characteristics Section
2.a.
2.b.
Legal Name of Banking Company
3.a.
4.
If Name Change or Correction, Prior Legal Name of Banking Company
3.b.
Current Street Address
If Relocation or Correction, Prior Street Address
City and County
If Relocation or Correction, Prior City and County
State/Province, Country, and ZIP/Postal Code
If Relocation or Correction, Prior State/Province, Country, and ZIP/Postal Code
Date Opened:
5.
Fiscal Year End (BHCs Only):
(MM/DD/YYYY)
6.
Banking Company Type:
BHC
(MM/DD)
U.S. Commercial Bank
U.S. State Chartered Savings Bank
FBO
If other, please describe:
7.
Business Organization Type:
Corporation
Business Trust
Cooperative
General Partnership
Sole Proprietorship
Limited Liability Partnership
Limited Partnership
Mutual
Limited Liability Co./Corp.
If other, please describe:
8.
Is the Banking Company consolidated in the reporter's financial statements?
Yes
No
Ownership Section
9.
Direct Holder's Name and Location:
Legal Name
City, State/Province, Country
10.a. Direct Holder's Percentage of a Class of Voting Shares:
%
10.b. Direct Holder's Percentage of Nonvoting Equity:
%
10.c. Direct Holder's Other Interest:
Yes
No
10.d. Control by Direct Holder:
Yes
No
11.
10.e. Control by Reporter:
Yes
No
Former Direct Holder's Name and Location:
Legal Name of Former Direct Holder
City, State/Province, Country
Activity and Legal Authority Section (for list of FRS legal authority and NAICS activity codes, see Appendices A and B of the Instructions)
Activity Type
FRS Legal
Authority Code
NAICS
Activity Code
Description of Activity
12.a. Primary Activity
12.b. Secondary Activity
(BHCs and FBOs only)
12.c. Termination of Activity
FRB Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h
Nonbanking Schedule
FR Y-10
Page 3
Use this schedule to report information about a reporter's directly or indirectly held interests in a Nonbanking Company.
Check box if correction:
1.a. Event Type (check one or more):
1.b. Date of Event:
(MM/DD/YYYY)
Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority
No Longer Reportable
Became Inactive
Other, please describe:
Characteristics Section
2.a.
2.b.
Legal Name of Nonbanking Company
If Name Change or Correction, Prior Legal Name of Nonbanking Company
3.a.
3.b.
City and County
If Relocation or Correction, Prior City and County
State/Province, Country, and ZIP/Postal Code
If Relocation or Correction, Prior State/Province, Country, and ZIP/Postal Code
4.
If the Nonbanking Company is a Functionally Regulated Subsidiary, indicate its functional regulator:
Not applicable
SEC and CFTC
SEC Only
CFTC only
State Securities Department
State Insurance Regulator
5.
Is the Nonbanking Company a Financial Subsidiary of an insured Depository Institution?
Yes
No
6.
Nonbanking Company Type (see instructions for list):
If other, please describe business activity:
7.
Business Organization Type:
Corporation
Business Trust
Cooperative
General Partnership
Sole Proprietorship
Limited Liability Partnership
Limited Partnership
Mutual
Limited Liability Co./Corp.
If other, please describe:
8.
Is the Nonbanking Company consolidated in the reporter's financial statements?
Yes
No
Ownership Section
9.
Direct Holder's Name and Location:
Legal Name
City, State/Province, Country
10.a. Direct Holder's Percentage of a Class of Voting Shares:
80% or more
>50% to <80%
25% to 50%
<25% but 25% or more in the aggregate or otherwise controlled elsewhere within the organization
10.b. Direct Holder's Other Interest:
Yes
No
10.c. Control by Direct Holder:
Yes
No
10.d. Regulation K, Subpart A Investments:
11.
Portfolio Investment
Joint Venture
Subsidiary
Former Direct Holder's Name and Location:
Legal Name of Former Direct Holder
City, State/Province, Country
Activity and Legal Authority Section (for list of FRS legal authority and NAICS activity codes, see Appendices A and B of the Instructions)
Activity Type
FRS Legal
Authority Code
NAICS
Activity Code
Description of Activity
12.a. Primary Activity
12.b. Secondary Activity
12.c. Termination of Activity
FRB Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h
Merger Schedule
FR Y-10
Page 4
Use this schedule to report certain types of mergers involving a reporter or company within the reporter's organizational
structure.
Check box if correction:
1.
Date of Event:
(MM/DD/YYYY)
2.
Survivor:
Legal Name
City, State/Province, Country
3.
Nonsurvivor:
Legal Name
City, State/Province, Country
Item 4 only applies to mergers involving an insured Depository Institution organized under U.S. law.
4.
Did the head office of the nonsurvivor become a branch of the survivor?
Yes
No
FRB Use Only
ID_RSSD_E1 (ns)
ID_RSSD_E2 (s)
4(k) Schedule
FR Y-10
Page 5
Use this schedule to provide required post-transaction notice for activities, formations and acquisitions of companies, and
large merchant banking and insurance company investments authorized under Section 4(k) of the Bank Holding Company
Act.
Check box if correction:
Post-Transaction Notice Section
1.a. Event Type (check one only):
1.b. Date of Event:
(MM/DD/YYYY)
New Activity Commenced Through an Existing Subsidiary
New Activity Commenced Through Acquisition of a Going Concern
New Activity Commenced Through a De Novo Formation
2.
Acquisition of a Going Concern without a New Activity
De Novo Formation without a New Activity
New Activities Commenced
Item 2 is only reportable for new activities. For the event type checked in item 1.a, report the FRS legal authority code and the
NAICS activity code for each new activity. If applicable, provide the description of the activity.
FRS Legal
Authority Code
(check one)
2.a.
311 /
312
2.b.
311 /
312
2.c.
311 /
312
NAICS
Activity Code
Description of Activity
Large Merchant Banking or Insurance Company Investments Section
Use this section to report merchant banking or insurance company investments when the FHC acquires more than 5 percent of a Nonbanking Company's voting shares or total equity or assets and the initial aggregate cost of the investment exceeds 1) $200 million; or 2) 5
percent of tier 1 capital, whichever is less.
1.
Date of Event
(MM/DD/YYYY)
2.
Direct Holder's
Name and Location
Legal Name
City and County
3.
State/Province
Country
State/Province
Country
Nonbanking Company's
Name and Location
Legal Name
City and County
4.
5.
Direct Holder's Investment in Nonbanking Company
Report the percentage interest in A, B, or C, as applicable.
a.
% Voting Securities
b.
% Total Equity
c.
% Assets
Initial Aggregate Cost of Investment: $
(in millions of U.S. dollars)
FRB Use Only
ID_RSSD_TOP (top tier BHC)
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
Board of Governors of the Federal Reserve System
Instructions for Preparation of
Report of Changes in Organizational Structure
Reporting Form FR Y-10
Effective May 31, 2004
Instructions for the Report of Changes in
Organizational Structure (FR Y-10)
•
A FBO, whether or not a BHC, if the FBO does
not meet the requirements of and is not treated as
a qualifying FBO under Section 211.23 of
Regulation K.2
Use the FR Y-10 to report changes to organizational
structure including: information about the reporter
itself; acquisition of interests in bank holding
companies (BHCs), banks organized under U.S. law,
or nonbanking companies; transfer, sale, or
liquidation of such interests; merger of companies;
internal reorganizations; initiation of new activities;
certain merchant banking or insurance company
investments; and changes to previously reported
information.
•
State member banks (SMBs) not controlled by a
BHC.
•
Edge and agreement corporations, if not
controlled by a BHC, FBO, or member bank.
•
National banks not controlled by a BHC, but only
with respect to their investments made under
Subpart A of Regulation K.
Who Must Report
The following categories of events (termed
Reportable Events for purposes of the FR Y-10 and
these instructions) generally trigger the requirement
to file a FR Y-10. Note that a single transaction by a
reporter may involve more than one reportable event:
• New Reporters:
Any event that causes a
company to become a reporter. See the “Changes
in Reporter Status” part of these instructions for
further explanation and reporting directions.
• Interests in Banking Companies: Acquisition,
sale, or transfer of a controlling interest in, or
more than 5 percent of a class of voting securities
of, an existing or new BHC, bank organized
under U.S. law, or FBO (Banking Company for
purposes of the FR Y-10); changes in the level or
type of ownership interest in a Banking
Company; cessation of business of, or liquidation
of, a Banking Company; changes in the principal
activities of a Banking Company; and changes to
information previously reported on the FR Y-10
about a Banking Company. See the Banking
Schedule part of these instructions for further
explanation and reporting directions.
GENERAL INSTRUCTIONS
Introduction
The following companies (termed Reporters for
purposes of the FR Y-10) are required to file this
report:
•
Top-tier BHCs organized under U.S. law,
regardless of Financial Holding Company (FHC)
status. In the case of a tiered organization (where
one BHC controls another BHC), the top-tier
BHC should file reports on behalf of all lowertier BHCs.
•
Top-tier BHCs that are organized under foreign
law and are Foreign Banking Organizations
(FBOs), regardless of FHC status, but only with
respect to: (1) interests in companies held directly
or indirectly by its highest-tier BHC organized
under U.S. law; and (2) investments made under
Subparts A and C of Regulation K.1
•
Top-tier BHCs that are organized under foreign
laws and are not FBOs, regardless of FHC status.
What Events Must Be Reported
1
Unless it is (1) not a FBO; or (2) a FBO that is not a qualifying FBO
(see next 2 bullets), a top-tier BHC organized under foreign law will be a
reporter for purposes of the FR Y-10F, whether or not it is also a reporter
for purposes of the FR Y-10. If it does not have a lower-tier BHC
organized under U.S. law, a BHC that is organized under foreign law and
that is a FBO also is a reporter for purposes of the FR Y-10, but only with
respect to investments made by it or its affiliates under subparts A and C
of Regulation K.
2
If such a FBO has any U.S. branch, agency, or representative office that
would be reportable on the FR Y-10F were the FBO a FR Y-10F reporter,
the FBO must file a Branch, Agency and Representative Office
Schedule(s) from the FR Y-10F, following the instructions for completing
that schedule.
FR Y-10 GEN-1
•
•
•
•
•
Interests
in
Nonbanking
Companies:
Acquisition, sale, or transfer of a controlling
interest in an existing or new company other than
a BHC, bank organized under U.S. law or FBO
(Nonbanking Company for purposes of the FR
Y-10); changes in the level or type of ownership
interest in a Nonbanking Company; cessation of
business of, or liquidation of, a Nonbanking
Company; changes in the principal activities of a
Nonbanking Company; and changes to
information previously reported on the FR Y-10
about a Nonbanking Company.
See the
Nonbanking Schedule part of these instructions
for further explanation and reporting directions.
Mergers: A merger involving a Banking or
Nonbanking Company in which the reporter
previously had reported an ownership interest on
the FR Y-10. See the Merger Schedule part of
these instructions for further explanation and
reporting directions.
4(k) Activities: Commencement by a reporter
that is a FHC of an activity it has not previously
conducted, whether the result of acquisition of an
existing Nonbanking Company, formation of a
new Nonbanking Company, or commencement
of a new activity in an existing company. Note: a
reporter must also use this schedule to report any
4(k) activities it is already conducting if it is
conducting the activities through an acquisition
of a going concern or a de novo formation. See
the 4(k) Schedule part of these instructions for
further explanation and reporting directions.
Merchant Banking or Insurance Company
Investments: Certain large merchant banking
investments or insurance company investments.
See the 4(k) Schedule part of these instructions
for further explanation and reporting directions.
Cessation of Status as a Reporter: Any event
that terminates a company’s status as a reporter,
including sale or liquidation of the reporter, sale
or liquidation of all subsidiary banks of a
reporter, or other transactions. See the “Changes
in Reporter Status” part of these instructions for
further explanation and reporting directions.
Changes in Reporter Status
The following are Reportable Events:
• Becoming a Reporter: Any event that causes a
company to become a reporter. To report,
complete a Banking Schedule or Nonbanking
Schedule, as appropriate, with respect to the
reporter itself: if the reporter was a going
concern prior to becoming a reporter, follow
instructions for “Acquisition of a Going
Concern;” if the reporter is a new company,
follow instructions for “De Novo Formation.”
In addition, a new reporter must report interests
in any companies that are going concerns at the
time the reporter becomes a reporter and must
report any activity engaged in by the reporter
under Section 4(k) of the BHC Act (Section
4(k)). Report an interest in a going concern as if
the reporter acquired the interest simultaneously
with becoming a reporter by completing a
Banking Schedule or Nonbanking Schedule, as
appropriate, following directions for “Acquisition
of a Going Concern.” Report activities engaged
in under Section 4(k) as if commenced
simultaneously with becoming a reporter by
completing a 4(k) Schedule, following directions
for “Acquisition of a Going Concern Resulting in
a New Activity.”
A new reporter also must submit an
organizational chart showing the location in the
reporter’s organization of each company in which
the reporter directly or indirectly holds an interest
reportable on the FR Y-10. Because FR Y-10
reporting requirements differ from FR Y-6
reporting requirements, the organizational chart
submitted with the FR Y-10 may be different
from the organizational chart submitted with the
reporter’s FR Y-6 report.
•
FR Y-10 GEN-2
Cessation of Status as a Reporter: Any event
that terminates a company’s status as a reporter.
To report, if termination of reporter status results
from sale or liquidation of a reporter or from the
reporter becoming inactive, complete a Banking
Schedule or Nonbanking Schedule, as
appropriate, with respect to the reporter. Follow
the instructions for reporting the event type
“External Transfer,” “Liquidation,” or “Became
Inactive”, as appropriate, and also check the
event type box next to “No Longer Reportable.”
If termination of reporter status results from sale
or liquidation of a reporter’s subsidiary banks,
complete a Banking Schedule for each such bank,
following the instructions for “External Transfer”
or “Liquidation,” as appropriate. In addition,
submit a Banking Schedule or Nonbanking
Schedule, as appropriate, with respect to the
reporter, but only check the event type box next
to “No Longer Reportable,” provide the date of
the event, and provide the reporter’s legal name
and location in items 2 and 3 of the
Characteristics Section.
Where and When to File this Report
The appropriate Federal Reserve Bank must receive
an original and one copy of this report within 30
calendar days after a reportable event. Earlier
submission would aid the Federal Reserve in
reviewing and processing the report.
If the reporter is a BHC, submit the FR Y-10 to the
same Federal Reserve Bank to which the reporter
submitted its most recent financial statements on the
FR Y-9C or FR Y-9SP. If the BHC is a new reporter,
submit the FR Y-10 to the same Federal Reserve
Bank to which the reporter made application to
become a BHC. If the reporter is a national bank or
state member bank, submit the FR Y-10 to the
Federal Reserve Bank of which the reporter is a
member. If the reporter is an Edge or agreement
corporation, submit the FR Y-10 to the same Federal
Reserve Bank to which the reporter submitted its
most recent financial statements on the Consolidated
Report of Condition and Income for Edge and
Agreement Corporations FR 2886b.
As an
alternative, the reporter may also file the FR Y-10
electronically.
Respondents interested in filing
electronically need to complete a “User Account
Request Form” and send it to the appropriate Federal
Reserve Bank, in order to obtain a User ID and
password. A copy of the “User Account Request
Form” is located on the FR Y-10 Online web site at
https://y10online.federalreserve.gov
though records containing certain categories of
information are exempt from disclosure in whole or
in part.
The exempt categories include trade secrets,
privileged or confidential commercial or financial
information, and information that if disclosed would
constitute a clearly unwarranted invasion of personal
privacy.
A reporter may request confidential
treatment of information submitted on the FR Y-10
that the reporter believes is exempt from disclosure
on any of these bases.
To request confidential treatment; submit a letter
concurrent with submission of the FR Y-10. The
letter must discuss the legal justification for the
request and must describe the specific nature of the
harm that would result from disclosure of the
information. Unsupported conclusory statements that
disclosure will cause competitive harm or is an
invasion of privacy are insufficient to justify
confidential treatment.
In addition, label as
“Confidential” each item for which confidential
treatment is sought and submit under a separate cover
page marked “Confidential.”
The Federal Reserve Bank will review the request
and notify the reporter of a decision. For further
information, consult the Board’s Rules Regarding
Availability of Information, 12 CFR part 261,
including 12 CFR § 261.15, which governs requests
for confidential treatment.
Additional Information Requests
In some instances, the appropriate Federal Reserve
Bank may request a reporter to submit organization
charts, narrative descriptions, or other information to
supplement information provided on the FR Y-10.
Provision of such information is not a substitute for a
requirement to file a FR Y-10, but can aid in the
understanding of significant acquisitions, mergers,
reorganizations, or other transactions involving
multiple reportable events.
Confidential Treatment
What Is the Legal Authority for the FR Y-10?
Once submitted, a reporter’s FR Y-10 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, 5 U.S.C. § 552
(FOIA). FOIA provides that Board records generally
must be disclosed in response to a FOIA request,
Submission of the FR Y-10 is required under
authority of Sections 4(k) and 5(c)(1)(A) of the Bank
Holding Company Act (12 U.S.C. §§ 1843(k),
1844(c)(1)(A)); Section 8(a) of the International
Banking Act (12 U.S.C. § 3106(a)); Sections
FR Y-10 GEN-3
11(a)(1), 25(7) and 25A of the Federal Reserve Act
(12 U.S.C. §§ 248(a)(1), 602, and 611a); Section
211.13(c) of Regulation K (12 CFR 211.13(c)); and
Sections 225.5(b) and 225.87 of Regulation Y (12
CFR 225.5(b) and 225.87).
FR Y-10 GEN-4
address or post office box is acceptable. Provide the
nine-digit zip code, if available.
Specific Instructions for the
Cover Page (FR Y-10)
Authorized Officer
Submission Date
Provide the date on which the FR Y-10 is submitted.
Information must be received at the appropriate
Federal Reserve Bank within 30 calendar days of the
occurrence of a reportable event.
Reporter’s Name, Street and Mailing Addresses
Legal Name: Provide the reporter’s full legal name.
If the reporter’s legal name has changed since the
reporter’s last FR Y-10 filing, provide the reporter’s
new name on this line. In addition, report the name
change in the Characteristics Section of the Banking
Schedule or Nonbanking Schedule, as appropriate.
Printed Name & Title: Print the name and title of the
person who has the authority to bind the reporter.
Signature of Officer, Date of Signature:
An
authorized officer of the reporter must sign and date
the cover page of the FR Y-10 report to indicate that
the report has been reviewed for accuracy. The
signer may or may not be the same person as the
contact person for the report.
Street Address, City, County, State/Province,
Country, and Zip/Postal Code: Provide the street
address of the reporter's main office. Do not use a
post office box number as the street address. Provide
the nine-digit zip code, if available.
Reporter’s Mailing Address (if different from street
address): Provide the address to which mailings for
the reporter should be sent. A street address or post
office box is acceptable. Provide the nine-digit zip
code, if available.
Contact’s Name and Mailing Address for this
Report
Name and Title: Print the name and title of the
person responsible for preparing the report on the
reporter’s behalf as the contact person.
Phone Number: Provide the telephone number
(including area code and if applicable, the extension)
of the contact person.
Fax Number: Provide the fax number (including the
area code) of the contact person.
E-mail Address: Provide the electronic mailing
address of the contact person.
Contact’s Mailing Address (if different from above):
Provide the address to which mailing for the
reporter’s contact person should be sent. The street
FR Y-10 COVER
Specific Instructions for the
Banking Schedule (FR Y-10)
What to Report
Use this schedule to report the acquisition of interests
in a BHC, bank organized under U.S. law, or FBO
(Banking Company for purposes of the FR Y-10),
and other transactions involving interests in Banking
Companies.3 To complete the Banking Schedule,
check the appropriate event type box(es), provide the
date of the reportable event(s), and complete other
items on the schedule as directed in the following
instructions.
Interests in Banking Companies
A reporter’s initial acquisition of an interest in a
Banking Company, including the formation of a toptier BHC, is a reportable event if as a result of the
acquisition, the Reporter directly or indirectly
acquires control of the Banking Company, or directly
or indirectly acquires control of more than 5 percent
of a class of the Banking Company’s voting shares.
The acquisitition of such an interest is reported either
as an “Acquisition of a Going Concern” or as a “De
Novo Formation.” To determine if the reporter
controls the Banking Company, apply the standard
for control found on pp 1-2 of the Nonbanking
Schedule part of these instructions, as if the Banking
Company were the Nonbanking Company.
Once a reporter has acquired such an interest in a
Banking Company, any subsequent sale or transfer of
the interest in whole or in part typically is a
reportable event, as are most changes to the reporter’s
level of ownership in the Banking Company. A
reporter’s liquidation of a Banking Company also is a
reportable event, as are any changes rendering the
reporter’s interest in the Banking Company no longer
reportable. In addition, any change to information
previously reported on this schedule is a reportable
event.
Multiple Direct Holders: In the case of a reportable
event in which a reporter acquires an interest in a
3
For purposes of the FR Y-10, “Banking Company” refers to BHCs and
banks, as those terms are defined in the Bank Holding Company Act, as
well as FBOs. Acquisition of interests in savings associations, trust
companies not accepting demand deposits, industrial loan companies, and
similar institutions should be reported on the Nonbanking Schedule.
Banking Company through more than one direct
holder, the reporter must file a separate Banking
Schedule for each direct holder. As long as the
reporter’s interest in the Banking Company remains
reportable, the reporter must report any subsequent
acquisition of any additional interest in the Banking
Company by any additional direct holders.
Reporting Mergers: When a Banking Company is
merged into a reporter or a reporter’s subsidiary as
part of the same transaction in which the reporter
acquires the Banking Company (i.e., the Banking
Company no longer exists as a legal entity), the
acquisition of that Banking Company should be
reported on the Merger Schedule instead of the
Banking Schedule.
Check box if correction: Check this box to indicate
that previously reported information was filed
incorrectly and has been corrected with the
information provided.
Item 1.a - Event Type
Check the event type box(es) that best describes the
event type being reported. Do not report events that
occur on separate dates on the same schedule
Acquisition of a Going Concern: Initial acquisition
by a direct holder of an interest in a Banking
Company that is a going concern. To report, check
the event type box next to “Acquisition of a Going
Concern,” report the date of the event in Item 1.b,
and complete all sections of the schedule.
Subsequent acquisition by the same direct holder of
additional shares or other additional interest in the
Banking Company should be reported as a “Change
in Ownership.”
De Novo Formation: Opening for business of a new
Banking Company in which a direct holder has an
interest. To report, check the event type box next to
“De Novo Formation,” report the date of the event in
Item 1.b, and complete all sections of the schedule.
An interest in a Banking Company is not reportable
until the Banking Company opens for business.
External Transfer: Sale, divestiture, or other transfer
of a direct holder’s entire previously reported interest
in a Banking Company to a company other than the
reporter or its subsidiaries. To report, check the
event type box next to “External Transfer,” report the
date of the event in Item 1.b, the Banking Company’s
FR Y-10 BANKING - 1
legal name in Item 2.a, and location in Item 3.a of the
Characteristics Section.
In addition, in the
Ownership Section, the reporter should list the name
and location of the former direct holder of the
divested company in item 11. Item 9 should be left
blank.
Note: Report any partial external transfer of a
previously reported interest in a Banking Company as
a “Change in Ownership.”
Internal Transfer: Sale or other transfer of a direct
holder’s entire previously reported interest in a
Banking Company to the reporter or to a different
subsidiary of the reporter. To report, check the event
type box next to “Internal Transfer,” report the date
of the event in Item 1.b, the Banking Company’s
legal name in Item 2.a, and location in Item 3.a of the
Characteristics Section.
In addition, in the
Ownership Section, report the new direct holder’s
(the acquirer’s) name and location in Item 9, and
report the former direct holder’s (the seller’s) name
and location in Item 11. If the event results in any
change in legal authority, also report the new legal
authority code in the Activity and Legal Authority
Section.
Report any partial internal transfer of a previously
reported interest in a Banking Company by filing two
Banking Company Schedules: one as a “Change in
Ownership” by the transferring direct holder and one
as an “Acquisition of a Going Concern” by the
acquiring direct holder. The acquiring direct holder
need only complete Item 2.a in the Characteristics
Section, and complete the Ownership Section as
appropriate, excluding Item 11. If the event results in
any change in legal authority, also report the new
legal authority code in the Activity and Legal
Authority Section.
Change in Ownership: Increase or decrease in a
direct holder’s ownership percentage of a class of
voting shares of a Banking Company if the
percentage changes by one point or more, after
rounding; change in the direct holder’s status with
respect to control of nonvoting shares of the Banking
Company, control of any other ownership interest in
the Banking Company, or control of the Banking
Company or change in the reporter’s status with
respect to control of the Banking Company. A direct
holder’s ownership percentage of a class of voting
securities may change due to acquisition of additional
shares, sale or transfer of some of the direct holder’s
shares, stock redemption, nonparticipation in a share
issuance by the reportable bank, or other causes. To
report, check the event type box next to “Change in
Ownership,” report the date of the event in Item 1.b,
the Banking Company’s legal name in Item 2.a, and
location in Item 3.a of the Characteristics Section. In
addition, in the Ownership Section, complete Items 9
and 10, as appropriate, to reflect the Change in
Ownership.
Liquidation: Liquidation of a Banking Company in
which a direct holder previously had reported an
interest. For purposes of the FR Y-10, liquidation
refers to final distribution of assets, satisfaction of
liabilities, and closing of capital accounts of a
company, as opposed to sale or transfer of the
company. Liquidation may result from voluntary
dissolution or bankruptcy, and the liquidation process
typically ends with termination of the company’s
legal existence. To report, check the event type boxes
next to “No Longer Reportable” and “Liquidation,”
report the date of the event in Item 1.b, the Banking
Company’s legal name in Item 2.a, and location in
Item 3.a of the Characteristics Section.
Note: A reporter need not file a FR Y-10 if
liquidating a company previously reported as
“Became Inactive.”
Change in Characteristics: Change of a Banking
Company’s legal name or address, or any other
change to information previously reported. To report,
check the event type box next to “Change in
Characteristics” and report the date of the event in
Item 1.b. In addition, to report a name change,
complete Items 2.a and 2.b, and for relocation,
complete Items 3.a and 3.b. For any other change to
this section, report the Banking Company’s legal
name in Item 2.a, and location in Item 3.a of the
Characteristics Section, and report updated
information for the appropriate items in the section.
Change in Activity or Legal Authority: Change in a
Banking Company’s previously reported primary or
secondary activity, commencement of a secondary
activity, termination of a previously reported activity,
or change in the legal authority under which a
previously reported activity is conducted. To report,
check the event type box next to “Change in Activity
or Legal Authority,” report the date of the event in
Item 1.b, the Banking Company’s legal name in Item
2.a, and location in Item 3.a of the Characteristics
FR Y-10 BANKING - 2
Section. In addition, in the Activity and Legal
Authority Section, report only the updated
information.
No Longer Reportable: Any transaction that renders
a reporter’s interest in a Banking Company no longer
reportable. In general, once a reporter acquires an
interest in a Banking Company, the interest remains
reportable so long as the Banking Company is
actively engaged in business and: (1) the reporter in
the aggregate directly or indirectly controls more than
5 percent of any class of voting shares of the Banking
Company or (2) the reporter controls the Banking
Company. To determine if the reporter controls the
Banking Company, apply the standard for control
found on pp.1-2of the Nonbanking Schedule part of
these instructions, as if the Banking Company were
the Nonbanking Company. To report, check the
event type box next to “No Longer Reportable.” In
addition, check the event type box corresponding to
the event type that rendered the interest no longer
reportable and follow the instructions for reporting
that event type. Event types that may render an
interest no longer reportable include “External
Transfer,” “Change in Ownership,” “Liquidation,”
“Change in Legal Authority,” and “Became
Inactive.”
Became Inactive: Cessation of business by a
company in which a direct holder previously had
reported an interest. To report, check the event type
boxes next to “No Longer Reportable” and “Became
Inactive,” report the date of the event in Item 1.b, the
Banking Company’s legal name in Item 2.a, and the
location in Item 3.a of the Characteristics Section. If
a Banking Company that is inactive subsequently
becomes active and was not previously reported by
the reporter, report as a “De Novo Formation.”
However, if the reporter had previously reported an
interest in the Banking Company and it subsequently
became inactive and then it was re-activated, report
as a “Change in Activity or Legal Authority.”
Other: If none of the listed event types adequately
describes the reportable event, check the box next to
“Other” and provide a text description in the space
provided.
Item 1.b – Date of Event
Provide the date on which the reportable event took
legal effect:
• Acquisition of a Going Concern or full or partial
sale or transfer: the date of consummation of the
transaction, sometimes alternatively described as
the date of closing;
• De Novo Formation: the date on which the new
Banking Company opened for business;
• Liquidation, or if the Banking Company Became
Inactive:
the date on which the Banking
Company ceased engaging in business;
• Change in Characteristics: the date on which the
name change, relocation, or other change became
legally effective;
• Change in Activity: the date on which the
Banking Company commenced a new activity or
terminated a previously reported activity; or
• Change in Legal Authority: the date on which
the activity is conducted under a new legal
authority .
Characteristics Section
Item 2.a – Legal Name of Banking Company
Provide the Banking Company’s current full legal
name.
Item 2.b – If Name Change or Correction, Prior
Legal Name of Banking Company
In the event of a name change or correction, provide
the Banking Company’s previously reported legal
name.
Debts Previously Contracted: For purposes of the
FR Y-10, acquisition of shares in a BHC or U.S. bank
to secure or collect a debt previously contracted is a
reportable event, even if the Federal Reserve
System’s prior approval is not required. To report
such an acquisition, check the event type box next to
“Debt Previously Contracted” and also report as
“Acquisition of a Going Concern” or “Change in
Ownership,” as appropriate.
FR Y-10 BANKING - 3
Item 3.a – Street Address; City and County;
State/Province, Country; and Zip/Postal Code
Provide the current street address, city and county,
state/province, country, and zip/postal code of the
Banking Company’s main office. Do not use a post
office box as the street address. Report the nine-digit
zip code, if available.
Item 3.b – If Relocation or Correction, Prior
Street Address, City and County; State/Province,
Country; and Zip/Postal Code
In the event of a relocation or correction, provide the
prior street address, city and county, state/province,
country, and zip/postal code of the Banking
Company’s main office. Do not use a post office box
as the street address. Report the nine-digit zip code,
if available.
Item 4 – Date Opened
Provide the date on which the Banking Company
opened for business. Leave blank if not reporting
any of the following: Acquisition of a Going
Concern, De Novo Formation, or a correction to the
Date Open that was previously reported in error.
Item 5 – Fiscal Year End (BHCs Only)
Provide the month and day of the BHC’s fiscal year
end. Leave blank if the Banking Company is not a
BHC.
Item 6 – Banking Company Type
Check the box corresponding to the entity type that
most accurately describes the Banking Company:
• Bank Holding Company (BHC),
• U.S. Commercial Bank,
• U.S. State Chartered Savings Bank, or
• Foreign Banking Organization (FBO).
If none of the listed types adequately describes the
Banking Company, check the box next to “If other,
please describe” and provide a text description.
Item 7 – Business Organization Type
Check the appropriate box to indicate the legal
organization type of the Banking Company. If none
of the listed descriptions adequately describes the
organization type, check the box next to “Other” and
provide a text description.
Item 8 – Is the Banking Company
Consolidated in the reporter’s Financial
Statements?
Check “Yes” if the Banking Company is consolidated
in the reporter’s Consolidated Reports of Condition
and Income (FFIEC 031/FFIEC 041) or Consolidated
Financial Statements for Bank Holding Companies
(FR Y-9C) reports. Otherwise, check “No.”
Ownership Section
Item 9 – Direct Holder’s Name and Location
Provide the legal name, city, state/province, and
country of the direct holder. If the reporter holds the
interest through more than one direct holder,
complete a separate Banking Schedule for each direct
holder. Leave this item blank if filed by a reporter
about itself or for event type “External Transfer.”
Item 10.a – Direct Holder’s Percentage of a Class
of Voting Shares
If the reporter in the aggregate controls more than 5
percent of a class of the Banking Company’s voting
shares, report the percentage of such class controlled
by the direct holder. If the reporter in the aggregate
controls more than 5 percent of more than one class
of the Banking Company’s voting shares, report the
direct holder’s percentage for the class in which the
reporter controls the highest percentage.
Determine the appropriate percentage by rounding
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.
In general, a direct holder is considered to control all
shares that it has the power to vote, but not shares
held in a fiduciary capacity. However, shares held by
the direct holder as fiduciary are deemed controlled
by the direct holder if the shares are held for the
benefit of employees, shareholders, members, or
affiliates of the reporter or any subsidiary of the
reporter, or if the shares are of a BHC or bank
organized under U.S. law and the reporter has
directly or indirectly had the sole power to vote the
shares for more than 2 years. In addition, a security
that is convertible into a voting security at a holder’s
FR Y-10 BANKING - 4
option is deemed to be a share of the class into which
it is convertible.
Item 10.b – Direct Holder’s Percentage of
Nonvoting Equity: Only if the reporter has left Item
10.a blank because it does not control more than 5
percent of any class of the Banking Company’s
voting shares, report the percentage that, of the total
nonvoting equity of the Banking Company, is
controlled by the direct holder.
Report the
percentage rounded down to the nearest whole
percentage. For example, a percentage of 61.75
should be reported as 61.
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.
Leave blank if the direct holder does not control any
nonvoting shares.
Item 10.c – Direct Holder’s Other Interest
Only if the reporter has left items 10.a and 10.b
blank, check the appropriate box to indicate whether
the direct holder has an ownership interest, other than
voting or nonvoting shares, in the Banking Company.
Such an interest may include: a partnership interest,
exercise of control over the management of the
Banking Company through a management agreement,
or the direct holder’s election of one or more
directors of the Banking Company.
Item 10.d – Control by Direct Holder
Check the appropriate box to indicate whether the
direct holder controls the Banking Company. To
determine if the direct holder controls the Banking
Company, apply the standard for control found on
pp.1-2 in the “Interests in Nonbanking Companies”
section of the Nonbanking Schedule part of these
instructions. Note: In the standard, substitute the
term “reporter” with “direct holder” for each
occurrence and substitute the term “Nonbanking
Company” with “Banking Company” for each
occurrence.
Item 10.e – Control by Reporter
Check the appropriate box to indicate whether the
reporter controls the Banking Company.
To
determine if the reporter controls the Banking
Company, apply the standard for control found on
pp.1-2 of the Nonbanking Schedule part of these
instructions, as if the Banking Company were the
Nonbanking Company.
Item 11 – Former Direct Holder’s Name and
Location
Provide the name and location of the former direct
holder, if the Event Type reported in Item 1.a is an
External or Internal transfer.
Activity and Legal Authority Section
Item 12.a – Primary Activity
Report the activity that generated the largest
percentage of the Banking Company’s gross revenue
during the Banking Company’s most recently
completed fiscal year. For a Banking Company that
has been in operation for less than one year, report
the activity that the reporter expects will generate the
largest percentage of the Banking Company’s gross
revenue during the Company’s first fiscal year.
Item 12.b – Secondary Activity
For Banking Companies other than a bank, report the
activity that generated the second largest percentage
of the company’s gross revenue as of the company’s
most recent fiscal year. For a Banking Company that
has been in operation for less than one year, report
the activity that the reporter expects will generate the
second largest percentage of the Banking Company’s
gross revenue during the Company’s first fiscal year.
Do not report more than one secondary activity. If
the Banking Company does not engage in any
activity other than its primary activity or is a bank,
leave this item blank.
Item 12.c – Termination of Activity
Report the termination of any previously reported
primary or secondary activity.
FRS Legal Authority Code
Consult Appendix A of these instructions and choose
the appropriate FRS legal authority code under which
this activity is being conducted.
NAICS Activity Code
Consult Appendix B (North American Industry
Classification System (NAICS) Activity Codes) for
commonly reported activities and select the code that
best describes the activity being reported. If an
appropriate code is not listed in Appendix B, select a
five or six-digit NAICS code from the U.S. Census
Bureau’s
website
http://www.census.gov/epcd/www/naics.html.
FR Y-10 BANKING - 5
Description of Activity
Provide a text description of an activity only if
unable to identify a five or six-digit NAICS code
corresponding to the activity.
FR Y-10 BANKING - 6
Specific Instructions for the
Nonbanking Schedule (FR Y-10)
What to Report
Use this schedule to report the acquisition of interests
in any company that is not a BHC, bank organized
under U.S. law, or FBO (Nonbanking Company for
purposes of the FR Y-10) and other transactions
involving interests in Nonbanking Companies, with
certain exceptions.4 For purposes of the FR Y-10
Nonbanking Companies include Edge and agreement
corporations and foreign banks that are not FBOs. In
addition, a reporter that is a Financial Holding
Company and is acquiring an interest in a
Nonbanking Company pursuant to Section 4(k) of the
Bank Holding Company Act should review the 4(k)
Schedule instructions and should report on the
Nonbanking Schedule only as directed in the 4(k)
Schedule instructions. To complete the Nonbanking
Schedule, check the appropriate event type box(es),
provide the date of the reportable event(s), and
complete other items on the schedule as directed in
the following instructions.
Interests in Nonbanking Companies
A reporter’s acquisition of an interest in a
Nonbanking Company is a reportable event if, as a
result of the acquisition, the reporter directly or
indirectly acquires control of the Nonbanking
Company. The acquisition of such an interest is
reported either as an “Acquisition of a Going
Concern” or as a “De Novo Formation.” In all cases,
a reporter that is required to file a regulatory financial
report with the Federal Reserve System about a
Nonbanking Company is also required to file FR Y10 report(s) regarding the subject Nonbanking
Company, and regarding any company (even if it
does not otherwise meet the reporting criteria) that is
4
For purposes of the FR Y-10, “Banking Company” refers to BHCs and
banks as those terms are defined in the Bank Holding Company Act
(BHC Act), as well as to FBOs. Because savings associations, trust
companies not accepting demand deposits, certain industrial loan
companies, and similar institutions are not included in the BHC Act
definition of bank, acquisition of an interest in such an institution should
be reported on the Nonbanking Schedule or 4(k) Schedule, as appropriate.
both a subsidiary of the reporter and a parent of the
subject Nonbanking Company.5.
Control: A reporter controls a Nonbanking Company
for purposes of the FR Y-10 if any of the following
are true:6
• The reporter controls 25 percent or more of any
class of voting securities of the Nonbanking
Company.7 For purposes of this definition of
control, limited partnership interests are generally
considered to be a class of voting securities. 8 For
purposes of reporting on the FR Y-10, however,
limited partnership interests in a limited
partnership entity are reported under “Direct
Holder’s Other Interest,” and general partnership
interests in a limited partnership entity are
reported under “Direct Holder’s Percentage of a
Class of Voting Shares”;
• The reporter elects a majority of the Nonbanking
Company’s board of directors, trustees, general
partners, or others with similar management
responsibilities under the company’s organizing
documents;
• The reporter is a general partner, managing
member, or trustee of the Nonbanking Company;
or
• In certain situations, where the reporter acquires
all or substantially all of the Nonbanking
Company’s assets.
In addition, the reporter is deemed to control a
Nonbanking Company for purposes of the FR Y-10 if
any of the following are true, absent the reporter’s
presentation of evidence of noncontrol to the
appropriate Federal Reserve Bank and the Federal
Reserve Bank’s acceptance of such evidence:
• The reporter has entered into a management
agreement with the Nonbanking Company under
5
However, a reporter need only report information in response to Items
2.a, 3.a, 8, 9 and 10 with respect to a company that does not otherwise
meet the reporting criteria but is both a subsidiary of the reporter and a
parent of the subject Nonbanking Company.
6
As used in this definition of control only, control by a reporter of shares
or an interest refers to the reporter’s control in the aggregate of shares or
interests held directly by the reporter and indirectly by the reporter
through one or more subsidiary. Other references to a reporter in this
definition refer to the reporter acting directly or through any of its
subsidiaries.
7
Definitions for purposes of the FY Y-10 of “voting securities”,
“nonvoting shares”, and “class of voting shares”, are provided in
Glossary under the entry for “voting securities and related terms”.
8
A limited partnership interest is not a voting security if it does not afford
the limited partner any authority to participate in removing or appointing
general partners and the interest also meets the other requirements of the
definition of “Nonvoting shares.”
FR Y-10 NONBANKING - 1
•
•
•
•
which the reporter exercises significant influence
over the Nonbanking Company’s general
management or overall operations;
The reporter controls more than 5 percent of a
class of voting securities of the Nonbanking
Company, one or more individuals serve as
director or officer of both the Nonbanking
Company and the reporter, and no person
unaffiliated with the reporter controls 5 percent
or more of the Nonbanking Company;
The reporter controls more than 5 percent of a
class of voting securities of the Nonbanking
Company and together with directors or officers
of the reporter controls more than 25 percent of a
class of voting securities of the Nonbanking
Company;
The reporter controls 10 percent or more of a
class of voting securities of the Nonbanking
Company and an individual serves as both a
director or officer of the Nonbanking Company
and a director or officer of the reporter; or
Staff at the Board or the appropriate Federal
Reserve Bank has informed the reporter that, for
purposes of the FR Y-10, the reporter is deemed
to control the Nonbanking Company.
Exceptions: In general, an interest in a Nonbanking
Company is not reportable unless the reporter directly
or indirectly controls the Nonbanking Company in
one or more of the ways described immediately
above.9 For example, an interest in a Variable
Interest Entity (as defined in Financial Accounting
Standards Board Interpretation No. 46) is not
reportable on the FR Y-10 so long as the reporter
does not control the Company in any of the ways
described above, nor does advising and administering
a mutual fund by itself constitute a reportable interest
of a reporter in that fund. In addition, do not report:
• U.S. Investments of Certain National Banks: An
interest held under authority other than Subpart A
of Regulation K, by a national bank not
controlled by a BHC;
• Companies Held by a Small Business Investment
Company: Companies held directly or indirectly
by Small Business Investment Companies
(SBICs) are not required to be reported on the FR
•
•
•
•
•
9
Some merchant banking or insurance company investments made under
authority of section 4(k) of the Bank Holding Company Act may be
reportable on the FR Y-10 even if the reporter making the investment
does not control the company in which the investment is made. See the
4(k) Schedule for further information on the reportability of merchant
banking and insurance company investments.
•
Y-10. However, if a BHC or a FBO that is a
FHC engaged in merchant banking activities
holds shares in the same merchant banking
investment through a merchant banking vehicle
as well as through as SBIC, the entire investment
is treated as the merchant banking investment,
subject to the reporting criteria;
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;
Interests Held as Collateral: An interest held
solely as collateral securing an extension of
credit;
Companies Controlled Through an Insurance
Underwriter: An interest in a 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 either of the following: an interest in a
Nonbanking Company that is the underwriter’s
highest-tier provider in the United States of any
primary line of insurance, or any interest that is a
reportable merchant banking or insurance
company investment as described in the 4(k)
Schedule instructions;
Inactive Companies: An interest in a company
that exists as a matter of law, but does not engage
in any business activity. The interest becomes
reportable once the company begins to engage in
business, as follows: report as either a “De Novo
Formation” if the reporter has not previously
reported an interest in the Nonbanking Company
or report as a “Change in Activity or Legal
Authority” if the reporter has previously reported
an interest in the Nonbanking Company. Note
that the term “inactive companies” includes
companies that have been setup as name-saving
organizations or have been formed or
incorporated but do not yet conduct any business
activity. These types of companies become
reportable only when they commence an activity;
Special Purpose Vehicles (SPV): An interest in a
special purpose vehicle formed for specific
leasing transactions, such as a special purpose
vehicle engaged in a single leasing transaction;
Companies Required to be Conformed or
Divested: An interest in any company which
must be divested, or the activities of which must
FR Y-10 NONBANKING - 2
•
be conformed, pursuant to Sections 4(a)(2) or
4(n)(7) of the BHC Act or pursuant to a
commitment made to the Board or the Federal
Reserve Bank. (See also 12 C.F.R. 225.85).
Certain Interests Held Under Regulation K:
With respect to any company that is held under
authority of Subpart A of Regulation K, but is
not a subsidiary of the Reporter as defined in
Section 211.2(w) of Regulation K,10 do not report
any interest held directly or indirectly by such
company under authority of Subpart A of
Regulation K.
Subsequent Events: Once a reporter has reported the
acquisition of a reportable interest in a Nonbanking
Company, the following events become reportable:
• Any subsequent sale, transfer or change in
ownership affecting the voting interest in whole
or in part which causes a direct holder’s interest
to fall within a different range than that
previously reported;
• The transfer of all or part of a reportable
company to another subsidiary within the
reporter’s organization;
• A reporter’s liquidation of a Nonbanking
Company;
• Any changes rendering the reporter’s interest in
the Nonbanking Company no longer reportable;
or
• Any change to information previously reported
on this schedule is a reportable event.
Multiple Direct Holders: In the case of a reportable
event in which a reporter acquires an interest in a
Nonbanking Company through more than one direct
holder, the reporter must file a separate Nonbanking
Schedule for each direct holder. As long as the
reporter’s interest in the Nonbanking Company
remains reportable, the reporter must report any
subsequent acquisition of any additional interest in
the Nonbanking Company by any additional direct
holders.
10
Note that the definition of “Subsidiary” in Section 211.2(w) of
Regulation K differs from the definition of subsidiary found in the
Glossary appended to these instructions. For example, in general under
Section 211.2(w) of Regulation K, Company B is a subsidiary of
Company A if: Company A directly or indirectly controls more than 50
percent of Company B’s voting securities; Company A is a general
partner of Company B; Company A directly or indirectly controls more
than 50 percent of the equity of Company B; or Company A otherwise
controls Company B.
Reporting Mergers: When a Nonbanking Company
is merged into a reporter or a reporter’s subsidiary as
part of the same transaction in which the reporter
acquires the Nonbanking Company (i.e., the nonbank
company no longer exists as a legal entity), the
acquisition of that Nonbanking Company should be
reported on the Merger Schedule instead of the
Nonbanking Schedule.
Check box if correction: Check this box to indicate
that previously reported information was filed
incorrectly and has been corrected with the
information provided.
Item 1.a - Event Type
Check the event type box(es) that best describes the
event type being reported:
Acquisition of a Going Concern: Initial acquisition
by a direct holder of an interest in a Nonbanking
Company that is a going concern. To report, check
the event type box next to “Acquisition of a Going
Concern,” report the date of the event in Item 1.b,
and complete all sections of the schedule.
Subsequent acquisition by the same direct holder of
additional shares or other additional interests in the
Nonbanking Company or disposition of such shares
or interests should be reported as a “Change in
Ownership.”
De Novo Formation: Opening for business of a new
Nonbanking Company in which a direct holder has
an interest. To report, check the event type box next
to “De Novo Formation,” report the date of the event
in Item 1.b, and complete all sections of the schedule.
An interest in a Nonbanking Company is not
reportable until the Nonbanking Company opens for
business.
External Transfer: Sale, divestiture, or other transfer
of a direct holder’s entire previously reported interest
in a Nonbanking Company, to a company other than
the reporter or its subsidiaries. To report, check the
event type box next to “External Transfer,” report the
date of the event in Item 1.b, the Nonbanking
Company’s legal name in Item 2.a, and location in
Item 3.a of the Characteristics Section. In addition,
in the Ownership Section, the reporter should list the
name and location of the former direct holder of the
divested company in item 11. Item 9 should be left
blank.
FR Y-10 NONBANKING - 3
Note: Report any partial external transfer of a
previously reported interest in a Nonbanking
Company as a “Change in Ownership.”
Internal Transfer: Sale or other transfer of a direct
holder’s entire previously reported interest in a
Nonbanking Company to the reporter or to a different
subsidiary of the reporter, as part of an internal
reorganization. To report, check the event type box
next to “Internal Transfer,” report the date of the
event in Item 1.b, the Nonbanking Company’s legal
name in Item 2.a, and location in Item 3.a of the
Characteristics Section.
In addition, in the
Ownership Section, report the new direct holder’s
(the acquirer’s) name and location in Item 9, and
report the former direct holder’s (the seller’s) name
and location in Item 11.
Report any partial internal transfer of a previouslyreported interest in a Nonbanking Company by filing
two Nonbanking Schedules: one as a “Change in
Ownership” by the transferring direct holder and one
as an “Acquisition of a Going Concern” by the
acquiring direct holder. The acquiring direct holder
need only complete Item 2.a in the Characteristics
Section, and complete the Ownership Section, as
appropriate, excluding Item 11. If the event results in
any change in legal authority, also report the new
legal authority code in the Activity and Legal
Authority Section.
Change in Ownership: Increase or decrease in a
direct holder’s ownership percentage of a class of
voting shares of a Nonbanking Company if the
resulting percentage would fall within a range
different from the range previously reported in Item
10.a of the Ownership Section; change in the direct
holder’s status with respect to control of any other
ownership interest in the Nonbanking Company or
control of the Nonbanking Company; or change in
the reporter’s status with respect to control of the
Nonbanking Company. A direct holder’s ownership
percentage of a class of voting securities may change
due to acquisition of additional shares, sale or
transfer of some of the direct holder’s shares, stock
redemption, nonparticipation in a share issuance by
the reportable nonbank, or other causes. To report,
check the event type box next to “Change in
Ownership,” report the date of the event in Item 1.b,
the Nonbanking Company’s legal name in Item 2.a,
and location in Item 3.a of the Characteristics
Section. In addition, in the Ownership Section
complete Items 9 and 10, as appropriate, to reflect
the Change in Ownership.
Liquidation: Liquidation of a Nonbanking Company
in which a direct holder previously had reported an
interest. For purposes of the FR Y-10, liquidation
refers to final distribution of assets, satisfaction of
liabilities, and closing of capital accounts of a
company, as opposed to sale or transfer of the
company. Liquidation may result from voluntary
dissolution or bankruptcy, and the liquidation process
typically ends with termination of the company’s
legal existence. To report, check the event type
boxes next to “No Longer Reportable” and
“Liquidation,” report the date of the event in Item
1.b, the Nonbanking Company’s legal name in Item
2.a, and location in Item 3.a of the Characteristics
Section.
Note: A reporter need not file a FR Y-10 if
liquidating a company previously reported as
“Became Inactive.”
Change in Characteristics: Change of a Nonbanking
Company’s legal name or address or any other
change to information previously reported on the
Characteristics Section of this schedule. To report,
check the event type box next to “Change in
Characteristics” and report the date of the event in
Item 1.b. In addition, to report a name change,
complete Items 2.a and 2.b and for relocation,
complete items 3.a and 3.b. For any other change to
this section, report the Nonbanking Company’s legal
name in Item 2.a and location in Item 3.a of the
Characteristics Section, and report updated
information for the appropriate items in the section.
Change in Activity or Legal Authority: Change in a
Nonbanking Company’s previously reported primary
or secondary activity, commencement of a secondary
activity, termination of a previously reported activity,
or change in the legal authority under which a
previously reported activity is conducted. To report,
check the event type box next to “Change in Activity
or Legal Authority,” report the date of the event in
Item 1.b, the Nonbanking Company’s legal name in
Item 2.a, and location in Item 3.a of the
Characteristics Section. In addition, in the Activity
and Legal Authority Section, report only the updated
information.
FR Y-10 NONBANKING - 4
No Longer Reportable: Any transaction that renders
a reporter’s interest in a Nonbanking Company no
longer reportable. In general, once a reporter
acquires control of a Nonbanking Company, the
reporter’s interests in the Nonbanking Company
remain reportable so long as the Nonbanking
Company is actively engaged in business and the
reporter controls the Nonbanking Company (see the
standard for control found above, under “Interests in
Nonbanking Companies”). To report, check the
event type box next to “No Longer Reportable.” In
addition, check the event type box corresponding to
the event type that rendered the interest no longer
reportable and follow the instructions for reporting
that event type. Event types that may render an
interest no longer reportable include “External
Transfer,” “Change in Ownership,” “Liquidation,”
“Change in Activity or Legal Authority,” and
“Became Inactive.”
Became Inactive: Cessation of business activity by a
company in which a direct holder previously had
reported an interest. To report, check the event type
boxes next to “No Longer Reportable” and “Became
Inactive,” report the date of the event in Item 1.b, the
Nonbanking Company’s legal name in Item 2.a, and
the location in Item 3.a of the Characteristics Section.
If a Nonbanking Company that is inactive
subsequently becomes active and was not previously
reported by the reporter, report as a “De Novo
Formation.” However, if the reporter had previously
reported an interest in the Nonbanking Company and
it subsequently became inactive and then it was reactivated, report the event as a “Change in Activity or
Legal Authority.”
Other: If none of the listed event types adequately
describes the reportable event, check the box next to
“Other” and provide a text description in the space
provided.
Item 1.b – Date of Event
Provide the date on which the reportable event took
legal effect:
• Acquisition of a Going Concern or full or partial
sale or transfer: the date of consummation of the
transaction, sometimes alternatively described as
the date of closing or date of effective time;
• De Novo Formation: the date on which the new
Nonbanking Company opened for business;
•
•
•
•
Liquidation, or if the Nonbanking Company
Became Inactive:
the date on which the
Nonbanking Company ceased engaging in
business;
Change in Characteristics: the date on which the
name change, relocation, or other change became
legally effective;
Change in Activity: the date on which the
Nonbanking Company commenced a new
activity or terminated a previously reported
activity; or
Change in Legal Authority: the date on which
the activity is conducted under a new legal
authority.
Characteristics Section
Item 2.a – Legal Name of Nonbanking Company
Provide the Nonbanking Company’s current full legal
name.
Item 2.b – If Name Change or Correction, Prior
Legal Name of Nonbanking Company
In the event of a name change or correction, provide
the Nonbanking Company’s previously reported legal
name.
Item 3.a – City and County; State/Province,
Country, and Zip/Postal Code
Provide the current city, county, state/province,
country, and zip/postal code for the head office of the
Nonbanking Company. Report the nine-digit zip
code, if available.
Item 3.b – If Relocation or Correction, Prior City
and County, State/Province, Country, and
Zip/Postal Code
In the event of a relocation or correction, provide the
prior city, county, state/province, country, and
zip/postal code for the head office of the Nonbanking
Company.
Report the nine-digit zip code, if
available.
Item 4 – If the Nonbanking Company is a
Functionally Regulated Subsidiary, indicate
its functional regulator
Check the box to indicate the regulator(s) of the
Nonbanking Company, if the Nonbanking Company
is not an insured depository institution but is
regulated by one of the functional regulators listed
FR Y-10 NONBANKING - 5
below. If the Nonbanking Company is not regulated
by one of the functional regulators listed below,
check the box next to “Not Applicable.”
• Not applicable – No functional regulator;
• The Securities and Exchange Commission (SEC)
and the Commodities Futures Trading
Commission (CFTC); or
• The Securities and Exchange Commission (SEC)
only; or
• The Commodities Futures Trading Commission
(CFTC) only; or
• A state securities department; or
• A state insurance regulator.
Item 5 – Is the Nonbanking Company a Financial
Subsidiary of an insured Depository Institution?
Check the applicable box to indicate whether or not
the Nonbanking Company is a Financial Subsidiary.
A Financial Subsidiary engages in activities not
permissible for an insured depository institution,
under 12 U.S.C. § 24a in the case of a Financial
Subsidiary of a national bank, or under 12 U.S.C.
§1831w in the case of a Financial Subsidiary of a
state-chartered insured depository institution.
Item 6 – Nonbanking Company Type
Provide the Nonbanking Company type from the list
below. The type selected should be based upon the
legal documents issued by the chartering or licensing
authority or other documents of formation.11 Note
that a reportable change in business entity type is
likely to be associated with a change in activity.
Nonbanking Company Types:
Industrial bank, industrial loan company
or Morris Plan bank
Limited charter bank
Savings and loan association
Federal savings bank
Cooperative bank
Banking Edge or agreement corporation
Depository trust company
Investment Edge or agreement corporation
Foreign bank other than a FBO
Securities underwriter
Securities broker or dealer
Insurance underwriter
Insurance broker or agent
Nondepository trust company
Other holding company
Other company
If “Other company,” describe business activity
Item 7 – Business Organization Type
Check the appropriate box to indicate the legal
business organization type of the Nonbanking
Company.
If none of the listed descriptions
adequately describes the organization type, check the
box for “Other” and provide a text description.
Item 8 – Is the Nonbanking Company
Consolidated in the reporter’s Financial
Statements?
Check “Yes” if the Nonbanking Company is
consolidated in the reporter’s Consolidated Reports
of Condition and Income (FFIEC 031/FFIEC 041) or
Consolidated Financial Statements for Bank Holding
Companies (FR Y-9C) reports. Otherwise, check
“No.”
Ownership Section
Item 9 – Direct Holder’s Name and Location
Provide the legal name, city, state/province, and
country of the direct holder. If the reporter holds the
interest through more than one direct holder,
complete a separate Nonbanking Schedule for each
direct holder.
Leave this item blank on any
Nonbanking Schedule filed by a reporter about itself
or for event type “External Transfer.”
Item 10.a – Direct Holder’s Percentage of a Class
of Voting Shares
If the reporter in the aggregate controls 25 percent or
more of a class of the Nonbanking Company’s voting
shares, check the appropriate box for the percentage
of such class controlled by the direct holder. If the
reporter in the aggregate controls 25 percent or more
of more than one class of the Nonbanking
Company’s voting shares, check the box
corresponding to the direct holder’s percentage for
the class in which the reporter controls the highest
percentage.
Determine the appropriate box to check by rounding
the actual percentage 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
11
Companies formed to issue trust preferred securities typically are
reported as “Other company” on Item 6.
FR Y-10 NONBANKING - 6
the percentage as 51, or if the percentage is greater
than 0 but less than 1, report the percentage as 1.
In general, a direct holder is considered to control all
shares that it has the power to vote, but not shares
held in a fiduciary capacity. However, shares held by
the direct holder as fiduciary are deemed controlled
by the direct holder if the shares are held for the
benefit of employees, shareholders, members, or
affiliates of the reporter or any subsidiary of the
reporter. In addition, a security that is convertible
into a voting security at a holder’s option is deemed
to be shares of the class into which the security is
convertible.
Item 10.b – Direct Holder’s Other Interest
Only if the reporter has left Item 10.a blank, check
the appropriate box to indicate whether the direct
holder has an ownership interest, other than voting
shares, in the Nonbanking Company. Such an interest
may include nonvoting shares, a partnership interest,
exercise of control over the management of the
Nonbanking Company through a management
agreement, or the direct holder’s election of one or
more directors of the Nonbanking Company.
Item 10.c – Control by Direct Holder
Check the appropriate box to indicate whether the
direct holder controls the Nonbanking Company. To
determine if the direct holder controls the
Nonbanking Company, apply the standard for control
found in the “Interests in Nonbanking Companies”
section of the instructions for this schedule. Note: In
the standard, substitute the term “reporter” with
“direct holder” for each occurrence.
Regulation K or Regulation Y. However, the control
standard applicable under Subpart A of Regulation K
differs in some respects from the FR Y-10’s control
standard, which is based on Regulation Y. For
example, control exists under Regulation Y when the
reporter owns 25 percent or more of any class of
voting shares of the Nonbanking Company. For
investments made under Subpart A of Regulation K,
control exists when the reporter owns more than 50
percent of the voting shares of the Nonbanking
Company. By using a standard of control based on
Regulation Y, the FR Y-10 captures as reportable
some investments made under Subpart A of
Regulation K (specifically, subsets of joint venture
investments and portfolio investments) that are not
presumed to be and are not otherwise controlled by
the reporter under Regulation K. 12
Accordingly, reporters should use the standard of
control set forth on pp. 1-2 of these Nonbanking
Schedule instructions when determining whether an
investment made under Subpart A of Regulation K
must be reported. However, reporters should rely on
the following definitions of subsidiary, joint venture,
and portfolio investment (which are based on section
211.2 of Regulation K) when responding to item
10.d:
•
•
Item 10.d – Regulation K, Subpart A
Investment
Complete this item only if the interest in the
Nonbanking Company is held under authority of
Subpart A of Regulation K (12 CFR section 211.1 et
seq.).
For interests held under Subpart A of
Regulation K, check the box that best describes the
reporter’s aggregate investment in the Nonbanking
Company.
The FR Y-10 requires the reporting of investments in
Nonbanking Companies that meet the standard of
control found on pp. 1-2 of these Nonbanking
Schedule instructions, regardless of whether those
investments were made under the legal authority of
Portfolio Investment:
An investment in a
Nonbanking Company is a portfolio investment
of a reporter for purposes of item 10.d if the
Nonbanking Company is neither a subsidiary nor
a joint venture.
Joint Venture: An investment in a Nonbanking
Company is a joint venture of a reporter for
purposes of item 10.d if the Nonbanking
Company is not a subsidiary of the reporter, but
the reporter directly or indirectly holds 20
percent or more of the Nonbanking Company’s
voting shares.
12
All subsidiary investments and only certain joint venture investments
made under Subpart A of Regulation K are reportable on the FR Y-10.
Subpart A investments not reportable on the FR Y-10 are subject to an
internal record-keeping requirement. See SR Letter 02-2.
By definition, Subpart A joint venture and portfolio investments are not
presumptively or otherwise controlled by the investor. Joint venture
investments in which the Reporter owns between 25 and 50 percent of the
voting shares or owns between 25 and 50 percent of the equity of the
Nonbanking Company are reportable on the FR Y-10. In general,
portfolio investments are subject only to internal record-keeping
procedures, as are joint venture investments in which the reporter owns
between 20 and 25 percent of the voting shares or 20 and 25 percent of
the equity.
FR Y-10 NONBANKING - 7
•
Subsidiary:
A Nonbanking Company is a
subsidiary of a reporter for purposes of item 10.d
if: the reporter directly or indirectly holds more
than 50 percent of the Nonbanking Company’s
voting shares; the reporter or any of its
subsidiaries is a general partner of the
Nonbanking Company; the reporter directly or
indirectly holds more than 50 percent of the
equity of the Nonbanking Company; or the
reporter directly or indirectly otherwise controls
the Nonbanking Company.
Item 11 – Former Direct Holder’s Name and
Location
Provide the name and location of the former direct
holder if Event Type reported in item 1.a is an
External or Internal Transfer.
NAICS Activity Code
Consult Appendix B (North American Industry
Classification System (NAICS) Activity Codes) for
commonly reported activities and select the code that
best describes the activity being reported. If an
appropriate code is not listed in Appendix B, select a
five or six-digit NAICS code from the U.S. Census
Bureau’s
website
http://www.census.gov/epcd/www/naics.html.
Description of Activity
Provide a text description of an activity only if
unable to identify a five or six-digit NAICS code
corresponding to the activity.
Activity and Legal Authority Section
Item 12.a – Primary Activity
Report the activity that generated the largest
percentage of the Nonbanking Company’s gross
revenue during the Nonbanking Company’s most
recently completed fiscal year. For a Nonbanking
Company that has been in operation for less than one
year, report the activity that the reporter expects will
generate the largest percentage of the Nonbanking
Company’s gross revenue during the company’s first
fiscal year.
Item 12.b – Secondary Activity
Report the activity that generated the second largest
percentage of the company’s gross revenue as of the
company’s most recent fiscal year.
For a
Nonbanking Company that has been in operation for
less than one year, report the activity that the reporter
expects will generate the second largest percentage of
the Nonbanking Company’s gross revenue during the
Company’s first fiscal year. Do not report more than
one secondary activity. If the Nonbanking Company
does not engage in any activity other than its primary
activity, leave this item blank.
Item 12.c – Termination of Activity
Report the termination of any previously reported
primary or secondary activity.
FRS Legal Authority Code
Consult Appendix A of these instructions and choose
the appropriate FRS legal authority code under which
this activity is being conducted.
FR Y-10 NONBANKING - 8
Specific Instructions for the
Merger Schedule (FR Y-10)
What to Report
Use this schedule to report a merger of a Banking or
Nonbanking Company with a reporter or with a
company in which the reporter has a previously
reported interest, if after the merger the reporter has a
reportable interest in the surviving company. If
correcting information previously reported on this
schedule, check the box provided for that purpose at
the top of the schedule.
Determine the surviving company based upon
considerations such as the source of the management
of the merged company and the relative asset size of
the companies involved in the merger, irrespective of
the source of the surviving charter. If the merger
involves more than one nonsurviving company, file a
separate schedule for each nonsurvivor.
Reportable Events
The following are event types reported on this
schedule.
Merger Involving the Acquisition of a Company, with
the Company as Survivor: In the following example,
Company B is not affiliated with the reporter prior to
the merger. Company A merges into Company B,
with Company B as the survivor, and the reporter
acquires a reportable interest in Company B as a
result of the merger.
Reporter
Company A
Nonsurvivor
To report this type of event, complete the entire
Merger Schedule. In addition, complete a Banking
Schedule or Nonbanking Schedule, as appropriate,
for the surviving company, according to instructions
for “Acquisition of a Going Concern.”
Internal Merger: In the following example, the
reporter has previously reported interests in both
Company A and Company B. Company B merges
into Company A, with Company A as the surviving
company.
Reporter
Merger Involving the Acquisition of a Company, with
Reporter or Reporter Subsidiary as Survivor: In the
following examples, Company B is not affiliated with
the reporter before the merger.
Company B merges with and into the reporter, with
the reporter as the surviving company:
Reporter
Survivor
Company B
Nonsurvivor
Company B merges with and into Company A, with
Company A as the surviving company:
Reporter
Company A
Survivor
Company B
Survivor
Company A
Survivor
Company B
Nonsurvivor
To report this type of event, complete the entire
Merger Schedule.
Mergers Involving an External Transfer: Do not
report this type of merger on this schedule. Instead,
report on the Banking Schedule or Nonbanking
Schedule, as appropriate for the company being
transferred, following the instructions for “External
Transfer.”
In the following example, Company B is unaffiliated
with the reporter both before and after the merger.
Company A merges with Company B, with Company
B as the surviving company.
Company B
Nonsurvivor
To report this type of event, complete the entire
Merger Schedule.
Reporter
Company A
Nonsurvivor
FR Y-10 MERGER - 1
Company B
Survivor
Check box if correction: Check this box to indicate
that previously reported information was filed
incorrectly and has been corrected with the
information provided.
Item 1 – Date of Event
All information provided for a particular transaction
date or effective date should reflect the structure of
the organization as of close of business on that date.
For purposes of this report, close of business occurs
when the accounting books for the company were
closed for the day.
Item 2 – Survivor
Provide the surviving company’s current legal name
and the location of the company’s head office.
Item 3 – Nonsurvivor
Provide the nonsurviving company’s legal name and
the location of the company’s head office.
Item 4 – Did the head office of the nonsurvivor
become a branch of the survivor?
Only for a merger involving an insured depository
institution organized under U.S. law, check the
appropriate box to indicate whether the head office of
the nonsurving company became a branch of the
surviving company.
FR Y-10 MERGER - 2
Specific Instructions for the
4(k) Schedule (FR Y-10)
Use this schedule to fulfill legal obligations of FHCs
to report post-transaction notice within 30 days of
commencing a new activity under Section 4(k) of the
Bank Holding Company Act, within 30 days of
acquiring a controlling interest in a going concern or
a de novo company under Section 4(k), and within 30
days of making certain large merchant banking or
insurance company investments pursuant to Section
4(k). To determine if a FHC controls a Nonbanking
Company, apply the standard for control found in the
“Interests in Nonbanking Companies” section of the
Nonbanking Schedule instructions.
Note: In some instances a reporter must complete
a Nonbanking Schedule in addition to completing
this schedule.
Reportable Events
The following are event types reported on this
schedule.
New Activity Commenced through an Existing
Subsidiary: Commencement under Section 4(k) by a
FHC, whether directly or indirectly through an
existing subsidiary (or subsidiaries), of an activity not
previously engaged in directly or indirectly by the
FHC. If a new activity is commenced through more
than one subsidiary on the same date, only one 4(k)
Schedule is required. If more than three new
activities are commenced, complete additional
schedules as needed. In Item 1.a check the box next
to “New Activity Commenced Through an Existing
Subsidiary.” Report the date of the event in Item 1.b.
In Item 2.a. check the box next to the appropriate
FRS legal authority code, provide the NAICS activity
code, and provide a description of the activity only if
unable to identify a five or six-digit NAICS code
corresponding to the new activity. Report additional
new activities in Items 2.b. and 2.c. if applicable.
Note: If commencement of the new activity results
in a change to the primary or secondary activity of
the FHC or any of its subsidiaries, also report as a
“Change in Activity or Legal Authority” on the
Banking Schedule or Nonbanking Schedules, as
appropriate, with respect to the relevant FHC or
FHC subsidiary.
New Activity Commenced Through Acquisition of a
Going Concern: A FHC’s acquisition of control of a
Nonbanking Company (or companies) pursuant to
Section 4(k) that also results in the FHC conducting
an activity not previously engaged in directly or
indirectly by the FHC. To determine if a FHC
controls a Nonbanking Company, apply the standard
for control found in the “Interests in Nonbanking
Companies” section of the Nonbanking Schedule
instructions. If a new activity is commenced through
the acquisition of more than one company on the
same date, only one 4(k) Schedule is required. If
more than three new acitivities are commenced,
complete additional schedules as needed. In Item 1.a
check the box next to “New Activity Commenced
Through Acquisition of a Going Concern.” Report
the date of the event in Item 1.b. In Item 2.a. check
the box next to the appropriate FRS legal authority
code, provide the NAICS activity code, and provide
a description of the activity only if unable to identify
a five or six-digit NAICS code corresponding to the
new activity. Report additional new activities in
Items 2.b. and 2.c. if applicable. In addition,
complete a Nonbanking Schedule(s) for the
“Acquisition of a Going Concern.”
New Activity Commenced Through a De Novo
Formation: Conducting an activity under Section
4(k) through a de novo company (or companies) that
was not previously engaged in directly or indirectly
by the FHC. To determine if a FHC controls a
Nonbanking Company, apply the standard for control
found in the “Interests in Nonbanking Companies”
section of the Nonbanking Schedule instructions. If a
new activity is commenced through the formation of
more than one company on the same date, only one
4(k)Schedule is required. If more than three new
acitivities are commenced, complete additional
schedules as needed. In Item 1.a check the box next
to “New Activity Commenced Through a De Novo
Formation.” Report the date of the event in Item 1.b.
In Item 2.a. check the box next to the appropriate
FRS legal authority code, provide the NAICS activity
code, and provide a description of the activity only if
unable to identify a five or six-digit NAICS code
corresponding to the new activity. Report additional
new activities in Items 2.b. and 2.c. if applicable.
In addition, complete a Nonbanking Schedule(s)
for the “De Novo Formation.”
Acquisition of a Going Concern without a New
Activity: A FHC’s acquisition of control of a
Nonbanking Company (or companies) pursuant to
Section 4(k), and the Nonbanking Company (or
FR Y-10 4k - 1
companies) engages only in activities in which the
FHC has previously engaged directly or indirectly.
To determine if a FHC controls a Nonbanking
Company, apply the standard for control found in the
“Interests in Nonbanking Companies” section of the
Nonbanking Schedule instructions. If activities are
conducted by more than one company acquired on
the same date, only one 4(k) Schedule is required. In
Item 1.a check the box next to “Acquisition of Going
Concern without a New Activity.” Report the date of
the event in Item 1.b. Do not complete Items 2.a
through 2.c. In addition, complete a Nonbanking
Schedule(s) for the “Acquisition of a Going
Concern.”
De Novo Formation without a New Activity:
Conducting an activity under Section 4(k) through a
de novo company (or companies) and the new
company (or companies) engages only in activities in
which the FHC has previously conducted, directly or
indirectly. To determine if a FHC controls a
Nonbanking Company, apply the standard for control
found in the “Interests in Nonbanking Companies”
section of the Nonbanking Schedule instructions. If
an activity is conducted by more than one company
formed on the same date, only one 4(k) Schedule is
required.
In Item 1.a check the box next to “De
Novo Formation without a New Activity.” Report the
date of the event in Item 1.b. Do not complete Items
2.a through 2.c.
In addition, complete a
Nonbanking Schedule(s) for the “De Novo
Formation.”
Previously Reported Activity Commenced
through an Existing Company is not reportable on
the 4(k) Schedule: A FHC that has filed notice on
the 4(k) Schedule that it is engaging in a particular
activity pursuant to Section 4(k) may subsequently
engage in that activity directly, or indirectly through
other existing subsidiaries, as authorized under
Section 4(k), without filing an additional posttransaction notice on this schedule. Note: If
commencement of the previously reported activity
results in a change to the primary or secondary
activity of the FHC or any of its subsidiaries, also
report as a “Change in Activity or Legal
Authority” on the Banking Schedule or
Nonbanking Schedule, as appropriate, with
respect to the relevant FHC or FHC subsidiary.
Merchant Banking Investments or Insurance
Company Investments as a New Activity:
Commencement of merchant banking activities by a
FHC that has not previously engaged directly or
indirectly in merchant banking activities, or
commencement of insurance company investment
activities by a FHC that has not previously engaged
directly or indirectly in insurance company
investment activities. This may be a “New Activity
Commenced through an Existing Subsidiary,” or a
“New Activity Commenced Through Acquisition of a
Going Concern,” or a “New Activity Commenced
Through a De Novo Formation,” and should be
reported according to the instructions above for the
appropriate event type.
Merchant Banking Investments or Insurance
Company Investments:
A merchant banking
investment or insurance company investment by a
FHC if the FHC directly or indirectly acquires more
than 5 percent of a Nonbanking Company’s voting
shares or assets or total equity and the cost to the
FHC exceeds $200 million or 5 percent of the FHC’s
tier 1 capital, whichever is less. To report, complete
the Items 1 through 5 of the Large Merchant Banking
or Insurance Company Investments Section.
Companies held directly or indirectly by Small
Business Investment Companies (SBICs) are not
required to be reported on the FR Y-10. However, if
a BHC or a FBO that is a FHC engaged in merchant
banking activities holds shares in the same merchant
banking investment through a merchant banking
vehicle as well as through as SBIC, the entire
investment is treated as the merchant banking
investment, subject to the reporting criteria. Note:
merchant banking and insurance company
investments are exempt from reportability on the
Banking and Nonbanking Schedules.
Check box if correction: Check this box to indicate
that previously reported information was filed
incorrectly and has been corrected with the
information provided.
FR Y-10 4k - 2
Post-Transaction Notice Section
Item 1.a – Event Type (check one only)
Check the box that best describes the event type
being reported:
• New Activity Commenced Through an Existing
Subsidiary; or
• New Activity Commenced Through Acquisition
of a Going Concern; or
• New Activity Commenced Through a De Novo
Formation; or
• Acquisition of Going Concern without a New
Activity; or
• De Novo Formation without a New Activity.
Item 1.b – Date of Event
Provide the date on which the reportable event took
legal effect:
• For a New Activity Commenced Through an
Existing Subsidiary, report the date of
commencement of the activity;
• For an Acquisition of a Going Concern, report
the date of consummation of the acquisition; or
• For a Formation of a New Company, report the
date on which the new company opened for
business.
Item 2 – New Activities Commenced
FRS Legal Authority Code (check one)
Check the box next to the legal authority code under
which the new activity is conducted. Consult
Appendix A of these instructions and choose the
appropriate FRS legal authority code under which
this activity is being conducted.
NAICS Activity Codes
Consult Appendix B (North American Industry
Classification System (NAICS) Activity Codes) for
commonly reported activities and select the code that
best describes the activity being reported. If an
appropriate code is not listed in Appendix B, select a
five or six-digit NAICS code from the Census Bureau
website
http://www.census.gov/epcd/www/naics.html.
Description of Activity
Provide a text description of an activity only if
unable to identify a five or six-digit NAICS code
corresponding to the activity.
Large Merchant Banking or
Company Investments Section
Insurance
A merchant banking investment or insurance
company investment by a FHC if the FHC directly or
indirectly acquires more than 5 percent of a
Nonbanking Company’s voting shares or assets or
total equity and the cost to the FHC exceeds $200
million or 5 percent of the FHC’s tier 1 capital,
whichever is less.
Item 1 – Date of Event
Provide the date of consummation of the investment
transaction.
Item 2 – Direct Holder’s Name and Location
Provide the legal name, city and county,
state/province, and country of the head office of the
direct holder of the reporter’s merchant banking or
insurance company investment in the Nonbanking
Company. If the reporter holds the investment
through more than one direct holder, complete a
separate 4(k) Schedule for each direct holder.
Item 3 – Nonbanking Company’s Name and
Location
Provide the legal name, city and county,
state/province, and country of the Nonbanking
Company in which the merchant banking or
insurance company investment has been made.
Item 4 – Direct Holder’s Investment in
Nonbanking Company
Report the percentage interest of voting securities,
percentage of total equity, or percentage of assets, as
applicable, to represent the direct holder’s investment
in the Nonbanking Company. Report the percentage
rounded down to the nearest whole percentage. For
example, a percentage of 61.75 should be reported as
61. 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.
Item 5 – Initial Aggregate Cost of Investment (in
millions of U.S. dollars)
Report the initial aggregate cost of the FHC’s
investment, in millions of U.S. dollars, rounded
down to the nearest million.
FR Y-10 4k - 3
FR Y-10 and Y-10F
Glossary
Affiliate: A company that controls, is controlled by,
or is under common control with another company.
Agreement
Corporation:
A
state-chartered
corporation that has entered into an agreement with
the Federal Reserve Board under the provisions of
Section 25 of the Federal Reserve Act to limit its
banking activities to those permitted to an Edge
corporation.
Appropriate Federal Reserve Bank: Unless
otherwise determined by the Board:
(i) for a bank holding company (or a company
applying to become a bank holding company),
the Reserve Bank of the Federal Reserve District
in which the company's banking operations are
principally conducted, as measured by total
domestic deposits in its subsidiary banks on the
date it became (or will become) a bank holding
company;
(ii) for a foreign banking organization that has no
subsidiary bank and is not a bank holding
company, the Reserve Bank of the Federal
Reserve District in which the total assets of the
organization's United States branches, agencies,
commercial lending companies, Edge and
agreement corporations are the largest as of the
later of January 1, 1980, or the date it became (or
will become) a foreign banking organization (12
CFR § 225.3(b)); or
(iii) for an unaffiliated state member bank, a
nationally chartered bank, or an Edge or
agreement corporation, the Federal Reserve
District in which it is physically located.
Bank: Bank means -(i) A national bank, state bank, or district bank (or
any former savings association that has converted
from a savings association charter and is a
Savings Association Insurance Fund member),
the deposits of which are insured in accordance
with the provisions of the Federal Deposit
Insurance Act (12 U.S.C. § 1813(a), (h)); or
(ii) An institution organized under the laws of the
United States that both ---
(a)
(b)
Accepts demand deposits or deposits that
the depositor may withdraw by check or
similar means for payment to third
parties or others; and
Is engaged in the business of making
commercial loans.
Bank does not include the institutions that section
2(c)(2) of the BHC Act specifically exempts from the
definition of bank (12 U.S.C. § 1841(c)(2)). These
institutions include but are not limited to foreign
banks that have an insured or uninsured branch in the
United States, federal savings associations; federal
savings banks, credit unions, and credit card banks.
Bank Holding Company (BHC): Any company that
has control over any bank or over any company that
is or becomes a bank holding company by virtue of
the BHC Act, subject to the provisions of Section
2(a) of the BHC Act (12 U.S.C. § 1841(a)).
Banking Companies: A BHC, bank organized under
U.S. law, or FBO.
Banking Offices: Foreign branches of member
banks, BHCs, Edge and agreement corporations and
their foreign investment subsidiaries (other than in
the country of incorporation), U.S. branches,
agencies, representative offices, and managed nonU.S. branches of FBOs.
BHC Act: The Bank Holding Company Act of 1956,
as amended (12 U.S.C. § 1841).
Commercial Lending Company: Any organization,
other than a bank or an organization operating under
Section 25 of the Federal Reserve Act (12 U.S.C. §
601-604(a)), organized under the laws of any state
that maintains credit balances permissible for an
agency and engages in the business of making
commercial loans. Commercial lending company
includes any company chartered under article XII of
the banking law of the State of New York (12 CFR §
211.21(g)).
Company: Any corporation, partnership, business
trust, association, or similar organization, or any
other trust unless by its terms it must terminate within
twenty-five years or not later than twenty-one years
and ten months after the death of individuals living
on the effective date of the trust, but shall not include
FR Y-10/10F GLOS - 1
any corporation the majority of shares of which are
owned by the United States or by any state (12
U.S.C. § 1841(b)).
controls an Edge or agreement corporation, and any
company of which such a foreign bank is a
subsidiary.
Control: Use the standard for control found on pp.
1-2 of the “Nonbanking Schedule” part of these
instructions.
Foreign Investment: A company acquired pursuant
to Subparts A and C of Regulation K (12 CFR §
211).
De novo: A newly chartered bank or company, a
newly opened branch office or a newly commenced
activity.
Functionally Regulated Subsidiary: Any subsidiary
that is not a BHC or a depository institution and is
regulated by one of the following U.S. regulators:
State securities department, State insurance
commissioner, SEC, or CFTC. Companies subject to
functional regulation are:
Depository Institution: An institution defined in
12 CFR § 225.2(t) or 12 CFR § 204.2(m)(1).
Directly or Indirectly: Activities or investments of
the organization or of any subsidiary of the
organization.
Edge Corporation: A corporation chartered under
Section 25A of the Federal Reserve Act to engage in
international banking and financial operations.
Engaged in Business in the U.S.: Maintaining and
operating an office (other than a representative
office) or subsidiary in the United States.
(12 CFR § 211.2(g)).
Financial Holding Company (FHC): A BHC or
FBO that effectively has elected to be or be treated as
a financial holding company and therefore may
conduct activities as outlined in Section 4(k) of the
BHC Act.
Financial Subsidiary: A subsidiary of a commercial
bank, as defined in Section 121 of the Gramm-LeachBliley Act of 1999, 12 CFR § 208.77(e), or Section
46 of the Federal Deposit Insurance Act.
Foreign Bank: An organization that is organized
under the laws of a foreign country and that engages
directly in the business of banking outside the United
States. The term foreign bank does not include a
central bank of a foreign country that does not engage
or seek to engage in a commercial banking business
in the United States through an office.
(12 CFR § 211.21(n))
Foreign Banking Organization (FBO): A foreign
bank that operates a branch, agency, or commercial
lending company subsidiary in the United States, that
controls a bank organized under U.S. law, or that
(i)
a broker or dealer registered under the
Securities and Exchange Act of 1934;
(ii)
a registered investment adviser, properly
registered by or on behalf of either the
Securities and Exchange Commission or any
State, with respect to the investment advisory
activities of such investment adviser and
activities incidental to such investment
advisory activities;
(iii)
an investment company that is registered
under the Investment Company Act of 1940;
(iv)
an insurance company, with respect to
insurance activities of the insurance company
and activities incidental to such insurance
activities, that is subject to supervision by a
State insurance regulator; or
(v)
a company that is subject to regulation by the
Commodity Futures Trading Commission,
with respect to the commodities activities of
such company and activities incidental to
such commodities activities.
See 12 U.S.C. § 1844(c)(2)(B)
Insurance company: A company licensed to sell
insurance products or to underwrite or reinsure
insurance products either for coverage of third-party
insured’s or for the self-insurance programs of a bank
holding company and its affiliates.
Limited Charter Bank: A bank that offers only a
narrow product line (such as credit cards or motor
vehicle loans) for which a designation as a limited
charter bank is in effect. To be considered a limited
charter bank a bank needs to request such designation
and receive approval from its primary regulator in
accordance with the provisions listed in the CRA
regulation (12 CFR § 25.25).
FR Y-10/10F GLOS - 2
Managed Non-U.S. Branch: A banking branch of
an FBO that is located outside the United States but
is managed or controlled by a branch or agency of
that FBO that is located in the United States.
Managed or controlled means that the responsibility
for business decisions, including but not limited to
decisions with regard to lending or asset management
or funding or liability management, or the
responsibility for recordkeeping in respect of assets
or liabilities for that foreign branch resides at a U.S.
branch or agency.
Merchant Banking: Merchant banking is the
activity of acquiring or controlling any amount of
shares, assets, or ownership interests of a company or
other entity that is engaged in any activity not
otherwise authorized for a financial holding company
under section 4 of the BHC Act. Merchant banking
activities must be conducted in accordance with
Subpart J of Regulation Y (12 CFR § 225.170)
NAICS Activity Code:
Consult Appendix B (North American Industry
Classification System (NAICS) Activity Codes) for
commonly reported activities and select the code that
best describes the activity being reported. If an
appropriate code is not listed in Appendix B, select a
five or six-digit NAICS code from the U.S. Census
Bureau’s
website
http://www.census.gov/epcd/www/naics.html.
Nonbanking Company: Any company other than a
bank, BHC, or FBO as those terms are defined above
in this Glossary and at section 2(c) of the BHC Act
(12 U.S.C. § 1841(c)).
Nonbanking companies
include finance companies; savings associations, as
defined at section 2(j) of the BHC Act (12 U.S.C.
§ 1841(j)); and certain institutions that function
solely in a fiduciary capacity, as described at
section 2(c)(2) of the BHC Act (12 U.S.C. §
1841(c)(2)).
Nonvoting Securities: Preferred shares, limited
partnership shares or interests, or similar interests,
and are not voting securities if:
(i) any voting rights associated with the shares or
interest are limited solely to the type customarily
provided by statute with regard to matters that
would significantly and adversely affect the
rights or preference of the security or other
interest, such as the issuance of additional
amounts or classes of senior securities, the
modification of the terms of the security or
interest, the dissolution of the issuing company,
or the payment of dividends by the issuing
company when preferred dividends are in
arrears;
(ii) shares or interest represent an essentially passive
investment or financing device and do not
otherwise provide the holder with control over
the issuing company; and
(iii) the shares or interest do not entitle the holder, by
statute, charter, or in any manner, to select or to
vote for the selection of directors, trustees, or
partners (or persons exercising similar functions)
of the issuing company.
Qualifying Foreign Banking Organization
(QFBO): A foreign banking organization (FBO)
more than half of the worldwide business of which is
banking and more than half of the banking business
of which is conducted outside the United States, in
that the FBO meets the requirements of section
211.23(a) of Regulation K (12 C.F.R. 211.23(a)). In
general, a FBO that fails to meet these requirements
for two consecutive years ceases to be a QFBO,
under section 211.23(d) of Regulation K (12 C.F.R.
211.23(d)).
Representative Office: Any place of business of a
foreign bank, located in any state within the United
States, that is not a branch or agency of a foreign
bank (12 U.S.C. § 3101(15)).
State Member Bank (SMB): A state chartered bank
that is a member of the Federal Reserve System.
Subsidiary: For purposes of this form, a subsidiary is
a company or bank that is controlled by another
company, as control is defined above in this Glossary.
For example, a subsidiary is a company in which
another company owns, controls, or holds with power
to vote 25 percent or more of the outstanding shares
of a class of voting securities.
Tiered Reporter: A BHC, FBO or FHC that has a
controlling interest in another BHC, FBO or FHC.
Unaffiliated State Member Bank (Unaffiliated
SMB): A state member bank that is not a subsidiary
of a BHC or FHC.
FR Y-10/10F GLOS - 3
U.S. branches and agencies of foreign banks:
Branches and agencies of FBOs that operate as a U.S.
office of their foreign parent bank. The branch or
agency may be licensed by the U.S. government, or
by a state of the United States. As defined by Section
1 of the International Banking Act of 1978 (12
U.S.C. § 3101), a “branch” means any office or any
place of business of a foreign bank located in any
state of the United States at which deposits are
received. Generally, an agency means any office or
any place of business of a foreign bank located in any
state of the United States at which credit balances are
maintained incidental to or arising out of the exercise
of banking powers, checks are paid, or money is lent
but at which deposits may not be accepted from
citizens or residents of the United States.
partners (or persons exercising similar functions)
of the issuing company.
Class of voting shares. Shares of stock issued by a
single issuer are deemed to be the same class of
voting shares, regardless of differences in dividend
rights or liquidation preference, if the shares are
voted together as a single class on all matters for
which the shares have voting rights (other than voting
rights described above in the first bullet of the
definition of nonvoting shares).
Voting securities, and related terms: Voting
securities are shares of common or preferred stock,
general or limited partnership shares or interests, or
similar interests if the shares or interest, by statute,
charter, or in any manner, entitle the holder:
• To vote for or to select directors, trustees, or
partners (or persons exercising similar functions
of the issuing company); or
• To vote on or to direct the conduct of the
operations or other significant policies of the
issuing company.
Nonvoting shares. Preferred shares, limited
partnership shares or interests, or similar interests are
not voting securities if:
• Any voting rights associated with the shares or
interest are limited solely to the type customarily
provided by statute with regard to matters that
would significantly and adversely affect the
rights or preference of the security or other
interest, such as the issuance of additional
amounts or classes of senior securities, the
modification of the terms of the security or
interest, the dissolution of the issuing company,
or the payment of dividends by the issuing
company when preferred dividends are in arrears;
• The shares or interest represent an essentially
passive investment or financing device and do
not otherwise provide the holder with control
over the issuing company; and
• The shares or interest do not entitle the holder, by
statute, charter, or in any manner, to select or to
vote for the selection of directors, trustees, or
FR Y-10/10F GLOS - 4
Appendix A
Federal Reserve Board Legal Authority Codes
Note: Appendix A contains codes that apply to both domestic and foreign organizations and codes that apply only to
foreign organizations. Therefore, not all codes will be applicable to all reporters. Unless otherwise noted, all section
references are to the Bank Holding Company Act (12 U.S.C.§ 1841 et seq.).
Code
7
Provision
Section 3—Acquisitions of shares of or mergers with a bank holding company, or acquisition of
shares or control of a bank.
10
Section 25 or 25A of the Federal Reserve Act (12 U.S.C.§§ 601-604(a) and 611-631) Establishment
of a foreign branch; investment in a foreign bank; establishment of an Edge or agreement corporation;
or an investment made or activity conducted by an Edge or agreement corporation in accordance with
subpart A of the Board’s Regulation K (12 C.F.R. §§ 211.1 through 211.10).
14
Section 4(c)(i)/(ii)—Engaging in nonbanking activities in reliance on the grandfather provisions of
section 4(c)(i)/(ii) of the BHC Act. This code only may be used by the tax-exempt labor, agricultural,
and horticultural organizations and the family-owned bank holding companies described in section
4(c)(i)/(ii).
17
Section 4(c)(1)—Servicing and safe deposit activities that are permissible without Board approval.
22
Section 4(c)(5)— An investment by a bank holding company or its nonbank subsidiary if the
investment specifically is authorized by federal statute for a national bank. Shares held under this
authority must be of the kinds and amounts explicitly described by federal statute as permissible for
investment by a national bank.
24
Section 4(c)(7)—Ownership or control of the shares of an investment company whose only activity is
acquiring up to 5 percent of the voting share of a company or companies.
26
Section 4(c)(8)—Nonbanking activities determined to be closely related to banking and permissible
upon compliance with applicable notice procedures.
44
Section 4(c)(9)—Owning or controlling voting shares of a company that is not engaged, directly or
indirectly, in any activities in the United States other than those that are incidental to the international
or foreign business of such company, in accordance with section 211.23(f)(3) of the Board’s
Regulation K (12 C.F.R. 211.23(f)(3)).
57
Section 4(c)(14)—Owning shares of any company that is an export trading company in accordance
with subpart C of the Board’s Regulation K (12 C.F.R. §§ 211.31-211.34).
62
Section 4(c)(13)—An investment in a company, other than one described in Legal Authority Code 10,
made in accordance with section 211.5 of the Board’s Regulation K (12 C.F.R. 211.8 through
211.10).
68
Section 8(c) of the International Banking Act (12 U.S.C. § 3106) – Grandfathered nonbanking
activities of foreign banking organizations.
FR Y-10/10F Appendix A - 1
Code
104
Provision
A subsidiary of a state or national bank, other than a financial subsidiary described in Legal Authority
code 314.
311
Section 4(k)(1)(A)/4(k)(4)/4(k)(5)—Activities determined by statute or by the Board to be financial
in nature or incidental to a financial activity.
312
Section 4(k)(1)(B)—Activities determined by the Board to be complementary to a financial activity.
314
Section 46 of the Federal Deposit Insurance Act and Section 5136A of the National Bank
Act—A financial subsidiary that a bank establishes under one of these provisions and that may
conduct certain financial activities in addition to activities the bank may conduct directly.
999
Grandfathered regulatory provision not elsewhere classified
FR Y-10/10F Appendix A - 2
Appendix B
NAICS Activity Codes for Commonly Reported Activities
Note: If an appropriate code that best describes the activity being reported is not listed in Appendix B,
select a five or six-digit North American Industry Classification System (NAICS) code that accurately
describes the activity from the Census Bureau’s web site at http://www.census.gov/epcd/www/naics.html.
Credit Intermediation and Related Activities
52211
Commercial Banking
Entities primarily engaged in accepting demand and other deposits, and making commercial, industrial and
consumer loans.
•
Branches of foreign banks
•
Commercial banking
•
Commercial banks
•
Depository trust companies
•
National commercial banks
•
State commercial banks
52212
Savings Institutions
Entities primarily engaged in accepting time deposits, making mortgage and real estate loans, and investing
in high-grade securities.
•
Federal savings and loan associations (S&L)
•
Federal savings banks
•
Mutual savings banks
•
Savings and loan associations (S&L)
•
Savings banks
•
Savings institutions
•
State savings and loan associations
•
State savings banks
52219
Other Depository Institutions
Entities primarily engaged in accepting deposits and lending funds (except commercial banking, savings
institutions, and credit unions).
•
Industrial banks
•
Morris Plans
•
Private banks
52221
Credit Card Issuing
Entities primarily engaged in providing credit by issuing credit cards. Credit card issuance provides the
funds required to purchase goods and services in return for payment of the full balance or payments on an
installment basis.
•
Charge card issuing
•
Credit card banks
•
Credit card issuing
FR Y-10/10F Appendix B - 1
52222
Sales Financing
Entities primarily engaged in sales financing in combination with leasing. Sales financing establishments
are primarily engaged in lending money for the purpose of providing collateralized goods through a
contractual installment sales agreement, either directly from or through arrangements with dealers.
•
Automobile finance leasing companies
•
Automobile financing
•
Equipment finance leasing
•
Installment sales financing
•
Leasing in combination with sales financing
•
Machinery finance leasing
•
Sales financing
•
Truck finance leasing
522291
Consumer Lending
Entities primarily engaged in making unsecured cash loans to consumers.
•
Consumer finance companies
•
Consumer lending
•
Finance companies
•
Loan companies (i.e., consumer, personal, small, student)
•
Personal credit institutions
•
Personal finance companies
•
Small loan companies
•
Student loan companies
522292
Real Estate Credit
Entities primarily engaged in lending funds with real estate as collateral.
•
Construction lending
•
Farm mortgage lending
•
Federal land banks
•
Home equity credit lending
•
Loan correspondents
•
Mortgage banking (i.e., nondepository mortgage lending)
•
Mortgage companies
•
Real estate credit lending
•
Reverse mortgage lending
522293
International Trade Financing
Entities primarily engaged in providing one or more of the following: working capital funds to U.S.
exporters, lending funds to foreign buyers of U.S. goods, and/or lending fund to domestic buyers of
imported goods.
•
Agencies of foreign banks
•
Agreement corporations (except offices of other holding companies, see 551112)
•
Edge Act corporations (except nondepository credit intermediation, see 522298)
•
Export trading companies
•
Export-Import banks
•
International trade financing
•
Trade banks
•
Trade financing, international
FR Y-10/10F Appendix B - 2
522294
Secondary Market Financing
Entities primarily engaged in buying, pooling, and repackaging loans for sale to others on the secondary
market.
•
Financing, secondary market
•
Real estate mortgage investment conduits (REMICs) issuing, private
•
Repackaging loans for sale to others (i.e., private conduits)
•
Secondary market financing
522298
All Other Nondepository Credit Intermediation
Entities primarily engaged in providing nondepository credit (except credit card issuing, sales finance,
consumer lending, real estate credit, international trade financing, and secondary market financing).
Examples of types of lending in this industry are: short-term inventory credit, agricultural lending (except
real estate and sales financing), and consumer cash lending secured by personal property.
•
Agricultural credit institutions, making loans or extending credit
•
Agricultural lending (except real estate, sales financing)
•
Commodity Credit Corporation
•
Edge Act corporations (except international trade financing, see 522293)
•
Factoring account receivable
•
Industrial banks, nondepository
•
Industrial loan companies, nondepository
•
Morris Plans, nondepository
•
Pawnshops
•
Purchasing of accounts receivable
•
Short-term inventory credit lending
52231
Mortgage and Nonmortgage Loan Brokers
Entities primarily engaged in arranging loans by bringing borrowers and lenders together on a commission
or fee basis.
•
Loan agencies
•
Loan brokerages
•
Loan brokers’ or agents’ offices (i.e., independent)
•
Mortgage brokerages
•
Mortgage brokers’ or agents’ offices (i.e., independent)
52232
Financial Transactions Processing, Reserve, and Clearinghouse Activities
Entities primarily engaged in one of more of the following: financial transaction processing (except central
bank), reserve and liquidity services (except central bank), and / or check or other financial instrument
clearinghouse services (except central bank).
•
Automated clearinghouses, bank or check
•
Bank clearinghouse associations
•
Check clearing services
•
Check clearinghouse services
•
Check validation services
•
Credit card processing services
•
Electronic financial payment services
•
Electronic funds transfer services
•
Financial transactions processing
•
Processing financial transactions
•
Reserve and liquidity services
FR Y-10/10F Appendix B - 3
52239
Other Activities Related to Credit Intermediation
Entities primarily engaged in facilitating credit intermediation (except mortgage and loan brokerage, and
financial transactions processing, reserve, and clearinghouse activities).
•
Check cashing services
•
Loan servicing
•
Money order issuance services
•
Travelers’ check issuance services
Securities, Commodity Contracts, and Other Financial Investments
52311
Investment Banking and Securities Dealing
Entities primarily engaged in underwriting, originating, and/or maintaining markets for issues of securities.
Investment bankers act as principals (i.e., investors who buy or sell on their own account) in firm
commitment transactions or act as agents in best effort and standby commitments. This also includes
entities acting as principals in buying or selling securities generally on a spread basis, such as securities
dealers or stock option dealers.
•
Bond dealing
•
Commercial paper dealing
•
Investment banking
•
Making markets for securities
•
Market making for securities
•
Paper, dealing of commercial
•
Securities dealer
•
Securities dealing
•
Securities distributing
•
Securities floor traders
•
Securities flotation companies
•
Securities originating
•
Securities trading
•
Securities underwriting
•
Securities options dealing
•
Trading securities
•
Underwriting securities
52312
Securities Brokerage
Entities primarily engaged in acting as agents (i.e., brokers) between buyers and sellers in buying or selling
securities on a commission or transaction fee basis.
•
Bond brokerage
•
Brokerages, securities
•
Certificate of deposit (CD) brokers’ offices
•
Commercial note brokers’ offices
•
Mutual fund agencies (i.e., brokerages)
•
Mutual fund agents’ (i.e., brokers’) offices
•
Securities brokers’ offices
•
Securities floor brokers
•
Stock brokerages
•
Stock brokers’ offices
•
Stock options brokerages
FR Y-10/10F Appendix B - 4
52313
Commodity Contracts Dealing
Entities primarily engaged in acting as principals (i.e., investors who buy or sell for their own account) in
buying or selling spot or futures commodity contracts or options, such as precious metals, foreign currency,
oil, or agricultural products, generally on a spread basis.
•
Commodity contract trading companies
•
Commodity contracts dealing
•
Commodity contracts floor traders
•
Commodity contracts floor trading
•
Commodity contracts options dealing
•
Commodity contracts traders
•
Foreign currency exchange dealing
•
Foreign currency exchange services
•
Futures commodity contracts dealing
•
Trading companies, commodity contracts
52314
Commodity Contracts Brokerage
Entities primarily engaged in acting as agents (i.e., brokers) in buying or selling spot or future commodity
contracts or options on a commission or transaction fee basis.
•
Brokerages, commodity contracts
•
Commodity contracts brokerages
•
Commodity contracts brokers’ offices
•
Commodity contracts floor brokers
•
Commodity contracts options brokerages
•
Commodity futures brokerages
•
Financial futures brokerages
•
Futures commodity contracts brokerages
•
Futures commodity contracts brokers’ offices
52391
Miscellaneous Intermediation
Entities primarily engaged in acting as principals (except investment bankers, securities dealers, and
commodity contracts dealers) in buying or selling of financial contracts generally on a spread basis.
Principals are investors that buy or sell for their own account
•
Individuals investing in financial contracts on own account
•
Investment clubs
•
Mineral royalties or leases dealing
•
Oil royalty dealing
•
Tax liens dealing
•
Venture capital companies
•
Viatical settlement companies
52392
Portfolio Management
Entities primarily engaged in managing the portfolio assets (i.e., funds) of others on a fee or commission
basis. Entities have the authority to make investment decisions, and they derive fees based on the size
and/or overall performance of the portfolio.
•
Investment management
•
Managing investment funds
•
Managing mutual funds
•
Managing personal investment trusts
•
Managing trusts
•
Mutual fund managing
•
Pension fund managing
•
Personal investment trusts, managing
•
Portfolio fund managing
FR Y-10/10F Appendix B - 5
52393
Investment Advice
Entities primarily engaged in providing customized investment advice to clients on a fee basis, but do not
have the authority to execute trades. Primary activities performed by these entities are providing financial
planning advice and investment counseling to meet the goals and needs of specific clients.
•
Certified financial planers, customized, fees paid by client
•
Financial investment advice services, customized, fees paid by client
•
Financial planning services, customized, fees paid by client
•
Investment advice consulting services, customized, fees paid by client
•
Investment advice counseling services, customized, fees paid by client
•
Investment advisory services, customized, fees paid by client
523991
Trust, Fiduciary, and Custody Activities
Entities primarily engaged in providing trust, fiduciary, and custody services to others, as instructed, on a
fee or contract basis, such as bank trust offices and escrow agencies (except real estate).
•
Administrators of private estates
•
Bank trust offices
•
Escrow agencies (except real estate)
•
Fiduciary agencies (except real estate)
•
Personal investments trust administration
•
Securities custodians
•
Trust administration, personal investment
•
Trust companies, nondepository
523999
Miscellaneous Financial Investment Activities
Entities primarily engaged in acting as agents and/or brokers (except securities brokerages and commodity
contracts brokerages) in buying or selling financial contracts and those providing financial investment
services (except securities and commodity exchanges; portfolio management; investment advice; and trust,
fiduciary, and custody services) on a fee or commission basis.
•
Clearinghouses, commodity exchange or securities exchange
•
Deposit brokers
•
Exchange clearinghouses, commodities or securities
•
Gas lease brokers’ offices
•
Oil lease brokers’ offices
•
Protective committees, security holders
•
Quotation services, securities
•
Quotation services, stock
•
Securities holders’ protective services
•
Securities transfer agencies
•
Stock quotation services
•
Stock transfer agencies
•
Transfer agencies, securities
FR Y-10/10F Appendix B - 6
Insurance Carriers and Related Activities
524113
Direct Life Insurance Carriers
Entities primarily engaged in initially underwriting (i.e., assuming the risk and assigning premiums)
annuities and life insurance policies, disability income insurance policies, and accidental death and
dismemberment insurance policies.
•
Accidental death and dismemberment insurance carriers, direct
•
Accidental death and dismemberment insurance underwriting, direct
•
Cooperative life insurance organizations
•
Credit life insurance carriers, direct
•
Disability insurance carriers, direct
•
Disability insurance underwriters, direct
•
Fraternal life insurance organizations
•
Insurance carriers, disability, direct
•
Insurance carriers, life, direct
•
Insurance underwriting, disability, direct
•
Life insurance carriers, direct
•
Savings bank life insurance carriers, direct
524114
Direct Health and Medical Insurance Carriers
Entities primarily engaged in initially underwriting (i.e., assuming the risk and assigning premiums) health
and medical insurance policies. Group hospitalization plans and HMO establishments (except those
providing health care services) that provide health and medical insurance policies without providing health
care services are included in this industry.
•
Dental insurance carriers, direct
•
Health insurance carriers, direct
•
Hospitalization insurance carriers, direct, without providing health care services
•
Insurance carriers, health, direct
•
Insurance underwriting, health and medical, direct
•
Medical insurance carriers, direct
524126
Direct Property and Casualty Insurance Carriers
Entities primarily engaged in initially underwriting (i.e., assuming the risk and assigning premiums)
insurance policies that protect policyholders against losses that may occur as a result of property damage or
liability
•
Agricultural (i.e., crop, livestock) insurance carriers, direct
•
Automobile insurance carriers, direct
•
Burglary and theft insurance carriers, direct
•
Casualty insurance carriers, direct
•
Credit and other financial responsibility insurance carriers, direct
•
Crop insurance carriers, direct
•
Fidelity insurance carriers, direct
•
Fire insurance carriers, direct
•
Homeowners’ insurance carriers, direct
•
Insurance carriers, fidelity, direct
•
Insurance carriers, property and casualty, direct
•
Insurance carriers, surety, direct
•
Insurance underwriting, property and casualty, direct
•
Liability insurance carriers, direct
•
Malpractice insurance carriers, direct
•
Marine insurance carriers, direct
•
Mortgage guaranty insurance carriers, direct
FR Y-10/10F Appendix B - 7
524126
•
•
•
•
•
524127
Direct Property and Casualty Insurance Carriers (cont’d.)
Plate glass insurance carriers, direct
Property and casualty insurance carriers, direct
Property damage insurance carriers, direct
Surety insurance carriers, direct
Workers’ compensation insurance underwriting
Direct Title Insurance Carriers
Entities primarily engaged in initially underwriting (i.e., assuming the risk and assigning premiums)
insurance policies to protect the owners of real estate or real estate creditors against loss sustained by
reason of any title defect to real property.
•
Guaranteeing titles
•
Insurance carriers, title, direct
•
Insurance underwriting, title, direct
•
Real estate title insurance carriers, direct
•
Title insurance carriers, real estate, direct
524128
Other Direct Insurance (except Life, Health & Medical) Carriers
Entities primarily engaged in initially underwriting (e.g., assuming the risk, assigning premiums) insurance
policies (except life, disability income, accidental death and dismemberment, health and medical, property
and casualty, and title insurance policies).
•
Bank deposit insurance carriers, direct
•
Burial insurance carriers, direct
•
Contact lens insurance, direct
•
Deposit or share insurance carriers, direct
•
Funeral insurance carriers, direct
•
Homeowners’ warranty insurance carriers, direct
•
Pet health insurance carriers, direct
•
Product warranty insurance carriers, direct
•
Warranty insurance carriers (e.g., appliance, auto, homeowners, product)
52413
Reinsurance Carriers
Entities primarily engaged in assuming all or part of the risk associated with existing insurance policies
originally underwritten by other insurance carriers.
•
Accidental and health reinsurance carriers
•
Life reinsurance carriers
•
Marine reinsurance carriers
•
Medical reinsurance carriers
•
Property and casualty reinsurance carriers
•
Reinsurance carriers
52421
Insurance Agencies and Brokerages
Entities primarily engaged in acting as agents (i.e., brokers) in selling annuities and insurance policies.
•
Agencies, insurance
•
Brokerages, insurance
•
Brokers’ offices, insurance
•
Insurance agencies
•
Insurance brokerages
•
Life insurance agencies
FR Y-10/10F Appendix B - 8
524291
Claims Adjusting
Entities primarily engaged in investigating, appraising, and settling insurance claims.
•
Cause-of-loss investigators, insurance
•
Claims adjusting, insurance
•
Fire investigators
•
Insurance claims adjusting
•
Insurance claims investigation services
•
Insurance settlement offices
•
Loss control consultants
524292
Third Party Administration of Insurance & Pension Funds
Entities primarily engaged in providing third party administration services of insurance and pension funds,
such as claims processing and other administrative services to insurance carriers, employee-benefit plans,
and self-insurance funds.
•
Claims processing services, insurance, third-party
•
Employee benefit plans, third-party administrative processing services
•
Insurance claims, processing services, third party
•
Insurance fund, third-party administrative services (except claims adjusting only)
•
Insurance plan, third-party administrative services (except claims adjusting only)
•
Pension fund, third-party administrative services
524298
All Other Insurance Related Activities
Entities primarily engaged in providing insurance services on a contract or fee basis (except insurance
agencies and brokerages, claims adjusting, and third party administration). Insurance advisory services and
insurance retaking services are included in this industry.
•
Actuaries
•
Insurance actuarial services
•
Insurance advisory services
•
Insurance coverage consulting services
•
Insurance exchanges
•
Insurance investigation services (except claims investigation)
•
Insurance loss prevention services
•
Insurance processing, contract or fee basis
•
Insurance rate making services
•
Insurance reporting services
•
Insurance underwriting laboratories and standards services
•
Medical cost evaluation services
•
Rate making services, insurance
52519
Other Insurance Funds
Legal entities (i.e., funds (except pension, and health- and welfare-related employee benefit funds))
organized to provide insurance exclusively for the sponsor, firm, or its employees or members. Selfinsurance funds (except employee benefit funds) and workers' compensation insurance funds are included
in this industry.
•
Compensation, workers, insurance funds
•
Funds, self-insurance (except employee benefit funds)
•
Self-insurance funds (except employee benefit funds)
•
Workers’ compensation insurance funds
FR Y-10/10F Appendix B - 9
Real Estate and Rental and Leasing
Entities primarily engaged in renting, leasing, or otherwise allowing the use of tangible or intangible assets,
and entities providing related services. This also includes entities primarily engaged in managing real estate
for others, selling, renting and/or buying real estate for others, and appraising real estate.
52593
53111
53112
53113
53119
53121
531311
53131
53132
53139
532111
532112
53212
53221
532411
532412
53242
53249
Real estate investment trusts
Lessors of residential buildings and dwellings
Lessors of nonresidential buildings (except mini warehouses)
Lessors of miniwarehouses and self-storage units
Lessors of other real estate property
Offices of real estate agents and brokers
Residential property managers
Nonresidential property managers
Offices of real estate appraisers
Other activities related to real estate
Passenger car rental
Passenger car leasing
Truck, utility trailer, and RV rental and leasing
Consumer electronics and appliance rental
Commercial air, rail, and water transportation equipment rental and leasing
Construction, mining, and forestry machinery and equipment rental and leasing
Office machinery and equipment rental and leasing
Other commercial and industrial machinery and equipment rental and leasing
Management of Companies and Enterprises
551111
Offices of Bank Holding Companies
Legal entities known as bank holding companies primarily engaged in holding the securities of (or other
equity interests in) companies and enterprises for the purpose of owning a controlling interest or
influencing the management decisions of these firms. The holding companies in this industry do not
administer, oversee, and manage other establishments of the company or enterprise whose securities they
hold.
•
Bank holding companies (except managing)
551112
Offices of Other Holding Companies
Legal entities known as holding companies (except bank holding) primarily engaged in holding the
securities of (or other equity interests in) companies and enterprises for the purpose of owning a
controlling interest or influencing the management decisions of these firms. The holding companies in this
industry do not administer, oversee, and manage other establishments of the company or enterprise whose
securities they hold.
•
Agreement corporation (except international trade financing, see 522293)
•
Financial holding companies
•
Holding companies (except bank, managing)
•
Insurance holding companies
•
Nonbank holding companies (except managing)
•
Personal holding companies
•
Public utility holding companies
FR Y-10/10F Appendix B - 10
551114
Corporate, Subsidiary, and Regional Managing Offices
Entities (except government establishments) primarily engaged in administering, overseeing, and managing
other establishments of the entity or enterprise. These entities normally undertake the strategic or
organizational planning and decision-making role of the entity or enterprise. Entities in this industry may
hold the securities of the entity or enterprise.
•
Centralized administrative offices
•
Corporate offices
•
District and regional offices
•
Head offices
•
Holding companies that manage
•
Subsidiary management offices
FR Y-10/10F Appendix B - 11
FR Y-10/Y-10F
Board to NAICS Activity Codes Conversion Table
Board Activity
Bank Holding Company
Other Holding Company
Foreign Banks
Edge/Agreement - Investment
Edge/Agreement - Banking
Commercial, Business, Consumer Finance
Mortgage Banking
Industrial Bank, Industrial Loan, Morris
Plan - Depository
Industrial Bank, Industrial Loan, Morris
Plan - Nondepository
Trust Company Functions, Acting as a
Fiduciary
Investment, Financial or Economic
Advisory Services
Leasing Property - Land, Buildings, Motor
Vehicles, Equipment
Community Development Investment or
Advisory Services
Data Processing and Data Transmission
Services
Insurance or Annuities Agent or Broker
Underwriting as a Reinsurer Insurance (an
extension of credit by a BHC)
Courier Services
Consulting Services for Management,
Employee Benefits, Compensation,
Insurance Plans & Career Counseling
Issuing or Selling Money Orders, Savings
Bonds, Traveler's Checks
Real Estate Appraisals
Commercial Real Estate Equity Financing
Securities Brokerage Services
Transactional Services (swaps, foreign
exchange, derivative contract)
Credit Card Banks
Commercial Banking
Underwriting as a Reinsurer Life, Health,
Disability or Medical Insurance
Administrative and Other Services to
Mutual Funds
Owning Shares of a Securities Exchange
Certification Authority for Digital
Signatures
Providing Credit Bureau Services
Check Cashing & Wire Transmission
Services
Real Estate Title Abstracting
Travel Agency Activities
Managing Mutual Funds
FHC Lending, Exchanging, Transferring,
Investing for Others
Underwriting, Dealing in or making a
market in Securities (also may provide
brokerage services)
Board
Alphanumeric
Code
00AA
00AB
00BA
00BD
00BE
NAICS Code
NAICS Activity
551111
551112
52211
522293
522293
Offices of Bank Holding Companies
Offices of Other Holding Companies
Commercial Banking
International Trade Financing
International Trade Financing
01AA
01LB
52222
522292
Sales Financing
Real Estate Credit
02AA
52219
Other Depository Credit Intermediation
02AA
522298
All Other Nondepository Credit Intermediation
04AA
523991
Trust, Fiduciary, and Custody Activities
05AE
52393
Investment Advice
06AF
53111
Lessors of Residential Buildings & Dwellings
07AA
62422
Community Housing Services
08AA
09BB
51821
52421
Data Processing, Hosting and Related Services
Insurance Agencies and Brokerages
09EA
11BA
52413
49211
Reinsurance Carriers
Couriers
12AA
54161
Management Consulting Services
13AA
14AA
14AB
15AA
52239
53132
52231
52312
Other Activities Related to Credit Intermediation
Offices of Real Estate Appraisers
Mortgage and Nonmortgage Loan Brokers
Securities Brokerage
17AA
20CC
21AA
52314
52221
52211
Commodity Contracts Brokerage
Credit Card Issuing
Commercial Banking
31BA
52411
Direct Life, Health, and Medical Insurance Carriers
31BB
31BC
523991
52231
Trust, Fiduciary, and Custody Activities
Mortgage and Nonmortgage Loan Brokers
31BD
31BE
51821
56145
Data Processing, Hosting and Related Services
Credit Bureaus
31EA
31IA
31LA
31MA
52239
541191
56151
52392
Other Activities Related to Credit Intermediation
Title Abstract and Settlement Offices
Travel Agencies
Portfolio Management
31NA
52393
Investment Advice
31QA
52311
Investment Banking and Securities Dealing
Effective May 31, 2004
FR Y-10/Y-10F
Board to NAICS Activity Codes Conversion Table
Board Activity
Issuing Instruments Representing Interests
in Pools of Assets
Merchant Banking or Insurance Company
Investments
Conducting a Safe Deposit Business
Acquiring a Debt in Default (excludes DPC)
Underwriting as a Reinsurer Property,
Casualty or Title Insurance
Underwriting Annuities
Underwriting as a Reinsurer Other
Insurance (not in 31BA, 32GA, 32GB)
Finder Activities (bring together others to
negotiate and consummate transactions)
Lending, Exchanging, Investing for Others
Providing Devices for Transferring Money
or Other Financial Assets
Arranging Financial Transactions for the
Account of Third Parties
Underwriting or Dealing in Bank Eligible
Securities
Providing a Check Guarantee Service
Buying & Selling Bullion, Silver, Gold and
Platinum Coins
Savings Associations
Credit Unions
Export Trading Companies
Futures Commission or Commodity
Merchant
Venture Capital Investments
Collecting Overdue Accounts Receivable
(retail or commercial)
Printing and Selling Check (micr-encoded)
Principal in Foreign Exchange, Swaps or
Derivatives Contracts
Agent for Private Placement of Securities
Real Estate Settlement Services
Buying & Selling in the Secondary Market
as "Riskless Principal"
Providing Services to an Affiliated BHC
(accounting, appraising, auditing)
Other Servicing Activities
Liquidating Property Acquired from a BHC
Subsidiary (excluding DPC)
Asset Management, Servicing and
Collection of Assets (excluding properties
acquired DPC)
Issuing Trust Preferred Securities,
Commercial Paper and Long-Term Debt
Co-generator of Electric Power
Board
Alphanumeric
Code
NAICS Code
31RA
52591
Open-End Investment Funds
31UA
32CA
32CB
52391
523991
52229
Miscellaneous Intermediation
Trust, Fiduciary, and Custody Activities
Other Nondepository Credit Intermediation
32GA
32GB
524126
524113
32GC
524128
Direct Property and Casualty Insurance Carriers
Direct Life Insurance Carriers
Other Direct Insurance (except life, health, and
medical) Carriers
32IA
52393
Investment Advice
32IB
523991
Trust, Fiduciary, and Custody Activities
32IC
523999
Miscellaneous Financial Investment Activities
32ID
523991
Trust, Fiduciary, and Custody Activities
90AB
523999
90AC
52232
Miscellaneous Financial Investment Activities
Financial Transactions Processing, Reserve, and
Clearinghouse Activities
90AE
90AG
90AG
90BA
52313
52212
52213
522293
Commodity Contracts Dealing
Savings Institutions
Credit Unions
International Trade Financing
90BD
90BN
52314
52391
Commodity Contracts Brokerage
Miscellaneous Intermediation
90BQ
56144
Collection Agencies
91AC
323116
Manifold Business Forms Printing
91AQ
52313
Commodity Contracts Dealing
91AR
91AV
52312
541191
Securities Brokerage
Title Abstract and Settlement Offices
91BC
523999
91CA
54199
91CD
54199
Miscellaneous Financial Investment Activities
All Other Professional, Scientific, and Technical
Services
All Other Professional, Scientific, and Technical
Services
91CE
52239
Other Activities Related to Credit Intermediation
91FA
52239
Other Activities Related to Credit Intermediation
97AA
99CG
52599
22111
Other Financial Vehicles
Electric Power Generation
NAICS Activity
Effective May 31, 2004
| File Type | application/pdf |
| File Modified | 2006-08-15 |
| File Created | 2004-05-13 |