Form FR-Y-10S Supplement to the Report of Changes in Organizational

FR Y-10S
OMB Number 7100-0297
Expires March 31, 2007

Board of Governors of the Federal Reserve System

Supplement to the Report of Changes in Organizational
Structure—FR Y-10S
(For reporting of current SEC reporting status pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 and CUSIP numbers)

Cover Page
Report as of the close of business on
(MM/DD/YYYY)

Legal Name of Top-Tier Banking Company (the Reporter)

Street Address
For Federal Reserve Bank Use Only
City/County
RSSD ID
State/Province/Country

Zip/Postal Code

Person in the U.S. to whom questions about this report should be
directed:

Authorized Official:

Name

Name

Title

Title

Area Code / Phone Number

Area Code / Phone Number

FAX Number (including area code)

Signature of Authorized Official

E-mail Address

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).

FR Y-10S
Page A-1

Schedule A—SEC Reporting Status
To be completed by the reporter for itself and for each of its subsidiaries, as defined in the instructions. Use additional
pages as needed.

Part I
Is the reporter or any of its subsidiaries required to file annual and other periodic reports with the SEC pursuant to section 13(a) or 15(d)
of the Securities and Exchange Act of 1934?
Yes
No
If “yes,” complete Part II of Schedule A for all such companies. If the SEC reporting requirements have been suspended for the reporter or
any subsidiary, respond “yes”, complete Part II, and return the cover page and Schedule A to the appropriate Federal Reserve Bank.
See the instructions for a definition of suspension of reporting requirements.
If “no,” return the cover page of the report and Schedule A to the appropriate Federal Reserve Bank. A reporter should report “no” when
neither it nor any of its subsidiaries are subject to the annual reporting requirements pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934, or when such requirements have been terminated.

Part II
This part should only be completed for the reporter and those subsidiaries that file annual and other periodic reports with the SEC
pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934.

Legal Name of Entity

Street Address

City/Country

State/Province/Country

Zip/Postal Code

For Federal Reserve Bank Use Only
RSSD ID

Current SEC Reporting Status:
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and section 404 of Sarbanes-Oxley Act of 2002
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 but is not subject to section 404 of SarbanesOxley Act of 2002
Entity has suspended its reporting requirements under section 13(a) or 15(d) of the Securities and Exchange Act of 1934

Legal Name of Entity

Street Address

City/Country

State/Province/Country

Zip/Postal Code

For Federal Reserve Bank Use Only
RSSD ID

Current SEC Reporting Status:
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and section 404 of Sarbanes-Oxley Act of 2002
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 but is not subject to section 404 of SarbanesOxley Act of 2002
Entity has suspended its reporting requirements under section 13(a) or 15(d) of the Securities and Exchange Act of 1934

12/05

FR Y-10S
Page A-2

Schedule A, Part II—Continued

Legal Name of Entity

Street Address

City/Country

State/Province/Country

Zip/Postal Code
For Federal Reserve Bank Use Only
RSSD ID

Current SEC Reporting Status:
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and section 404 of Sarbanes-Oxley Act of 2002
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 but is not subject to section 404 of SarbanesOxley Act of 2002
Entity has suspended its reporting requirements under section 13(a) or 15(d) of the Securities and Exchange Act of 1934

Legal Name of Entity

Street Address

City/Country

State/Province/Country

Zip/Postal Code
For Federal Reserve Bank Use Only
RSSD ID

Current SEC Reporting Status:
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and section 404 of Sarbanes-Oxley Act of 2002
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 but is not subject to section 404 of SarbanesOxley Act of 2002
Entity has suspended its reporting requirements under section 13(a) or 15(d) of the Securities and Exchange Act of 1934

Legal Name of Entity

Street Address

City/Country

State/Province/Country

Zip/Postal Code
For Federal Reserve Bank Use Only
RSSD ID

Current SEC Reporting Status:
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and section 404 of Sarbanes-Oxley Act of 2002
Entity is subject to section 13(a) or 15(d) of the Securities and Exchange Act of 1934 but is not subject to section 404 of SarbanesOxley Act of 2002
Entity has suspended its reporting requirements under section 13(a) or 15(d) of the Securities and Exchange Act of 1934

12/05

FR Y-10S
Page B-1

Schedule B—CUSIP Numbers
To be completed by the reporter for itself and certain subsidiaries, as defined in the instructions. Use additional pages as
needed.

Part I
Does the reporter, its lower-tier U.S. BHCs, its subsidiary U.S. banks, or its largest subsidiary U.S. nonbanking company have currently
active six-digit CUSIP numbers for debt or equity issuances?
Yes
No
If “yes,” complete Part II of Schedule B for all such companies.
If “no,” return the cover page of the report and Schedule B to the appropriate Federal Reserve Bank.

Part II
This part should only be completed for the reporter, its lower-tier U.S. BHCs, its subsidiary U.S. banks and its largest subsidiary U.S.
nonbanking company that have currently active six-digit CUSIP numbers for debt or equity issuances.

Six-Digit CUSIP Number:

Legal Name of the Entity

(first six digits of the nine-digit CUSIP)

Street Address

City/County

For Federal Reserve Bank Use Only
RSSD ID

State/Province/Country

Zip/Postal Code

Six-Digit CUSIP Number:

Legal Name of the Entity

(first six digits of the nine-digit CUSIP)

Street Address

City/County

For Federal Reserve Bank Use Only
RSSD ID

State/Province/Country

Zip/Postal Code

Six-Digit CUSIP Number:

Legal Name of the Entity

(first six digits of the nine-digit CUSIP)

Street Address

City/County

For Federal Reserve Bank Use Only
RSSD ID

State/Province/Country

Zip/Postal Code

12/05

Instructions for the Supplement
to the Report of Changes in
Organizational Structure
FR Y-10S

General Instructions
Purpose and Overview
The Federal Reserve needs information from banking
companies that are subject to filing reports with the
Securities and Exchange Commission (SEC), that must
comply with section 404 of Sarbanes–Oxley (SOX 404),
or that have securities issued that have been assigned
Committee on Uniform Security Identification Procedures (CUSIP) numbers.
Schedule A collects information regarding the requirements to file annual and other periodic reports with the
SEC pursuant to section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 and whether or not an entity
must comply with SOX 404. Schedule B collects CUSIP
information.
While the cover page is used for both Schedule A
and Schedule B, each schedule is separate and distinct.
Schedule A pertains to the reporter and all subsidiaries,
while Schedule B pertains to the reporter and certain
subsidiaries. Note: A subsidiary is defined as a company
or bank in which another company owns, controls,1 or
holds with power to vote 25 percent or more of the
outstanding shares of a class of voting securities. However, only those companies that are defined as reportable
on the FR Y-10 and FR Y-10F should be considered for
purposes of the FR Y-10S report.

When to Submit the Report
Schedule A is required annually, as of December 31.
These data are due on March 1 of the following year.

1. For a definition of control see section 2(a) of the Bank Holding
Company Act (12 U.S.C. 1841(a) and section 225.2(e) of Regulation Y
(12 U.S.C. 225.2(e).
Instructions for Preparation of Reporting Form FR Y-10S
General Instructions December 2005

Schedule B is required as of December 31, 2005, initially, and then on an event-generated basis. The initial
data for Schedule B are due on March 31, 2006, and the
event-generated data have different deadlines.
Please refer to the general instructions for each schedule
for a detailed description of these differences. Detailed
instructions are also provided for each schedule.

Where to Submit the Report
Reporters must submit the FR Y-10S data to the appropriate Federal Reserve Bank. For purposes of the
FR Y-10S report, the appropriate Federal Reserve Bank
is defined as the same Federal Reserve Bank to which the
reporter submitted its most recent FR Y-10 or FR Y-10F
report.

Confidentiality
Once submitted, a reporter’s FR Y-10S data become
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, 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-10S that the reporter believes
is exempt from disclosure on any of the bases described
above. To request confidential treatment, a letter must be
submitted concurrent with submission of the FR Y-10S
data. The letter must discuss the justification for which
confidentiality is requested by describing the specific
GEN-1

General Instructions

nature of the harm that would result from disclosure of
the information. Unsupported statements that disclosure
will cause competitive harm or is an invasion of privacy
are insufficient to justify confidential treatment. In addition, the reporter should label as ‘‘Confidential’’ each
item for which confidential treatment is sought and submit that information under a separate cover page marked
‘‘Confidential.’’

confidential treatment is requested may subsequently be
released by the Federal Reserve System if the Board of
Governors determines that the disclosure of such information is in the public interest. 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.

The Federal Reserve Bank will review the request and
notify the reporter of a decision. Information for which

GEN-2

Instructions for Preparation of Reporting Form FR Y-10S
General Instructions December 2005

Line Item Instructions
FR Y-10S

Detailed Instructions for the Cover Page
Date of Report
Provide the as-of date for which the FR Y-10S data are
submitted.

Reporter’s Name and Address
Legal Name: Provide the reporter’s full legal name.
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.

Contact’s Name, Title, Phone Number,
Fax Number and E-mail Address
Name and Title: Print the name and title of the person in
the United States to whom questions about this information should be directed.
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 area
code) of the contact person.

Phone Number: Provide the telephone number (including area code and, if applicable, the extension) of the
authorized official.
Signature of Official and Date of Signature: An authorized official of the reporter must sign and date the cover
page of the FR Y-10S to indicate that the data have been
reviewed for accuracy. The signer may or may not be the
same person as the contact person for the reporter.

General Instructions—Schedule A
Reporting Criteria
Schedule A of the FR Y-10S is an annual supplemental
schedule used to report (1) whether the reporter or any
of its subsidiaries are required to file annual and other
periodic reports with the SEC pursuant to section 13(a)
or 15(d) of the Securities and Exchange Act of 1934 and
(2) whether the reporter or any of its subsidiaries are
subject to the management reporting, attestation and
auditing requirements of SOX 404.

Who Must Report
The following banking companies (termed ‘‘reporters’’
for purposes of this schedule) must file Schedule A of
this supplemental report on behalf of themselves and any
of their subsidiaries meeting the SEC annual and other
periodic reporting requirements stated above.

E-mail Address: Provide the electronic mailing address
of the contact person.

(1) Top-tier bank holding companies (BHCs) organized
under U.S. law, regardless of financial holding company (FHC) status.

Authorized Official’s Name, Title, Phone
Number, Signature and Date

(2) Top-tier BHCs organized under foreign law, regardless of FHC status and whether or not such BHC is a
foreign banking organization (FBO).

Printed Name and Title: Print the name and title of the
person who has the authority to bind the reporter.

(3) FBOs, regardless of FHC status and whether or not
such FBO is a BHC, is a qualifying FBO, is treated

Instructions for Preparation of Reporting Form FR Y-10S
Line Instructions December 2005

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Line Item Instructions

as a qualifying FBO, or has limited exemption under
section 211.23(c) of Regulation K.
(4) State member banks not controlled by a BHC.

When to Submit the Report
The as-of date for the collection of Schedule A is December 31 of each year. Schedule A data must be received
by the appropriate Federal Reserve Bank no later than
March 1 of the following year.

Detailed Instructions—Schedule A
What Must Be Submitted
Part I: The question in Part I pertains to whether the
reporter or any of its subsidiaries are required to file
reports with the SEC pursuant to section 13(a) or 15(d)
of the Securities and Exchange Act of 1934. If the
response to this question is ‘‘yes,’’ complete Part II for
all such companies. Report ‘‘yes’’ even if the reporter or
its subsidiaries have suspended their reporting requirements. See instructions for Part II below for a definition
of suspension of reporting requirements.
If the response to this question is ‘‘no,’’ do not complete
Part II. Return the cover page and Schedule A to the
appropriate Federal Reserve Bank. A reporter should
report ‘‘no’’ when neither it nor any of its subsidiaries
is subject to the annual and other periodic reporting
requirements pursuant to section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, or when such
requirements have been terminated. A reporter should
also report ‘‘no’’ if it and all of its subsidiaries are
privately held.
Part II: If the reporter answered ‘‘yes’’ to the question in
Part I, the reporter must complete Part II for itself and
each subsidiary that meets these requirements. For example, if a non-publicly traded BHC controls 100 percent of
a bank, which in turn controls a mortgage company that
has publicly-traded debt, then Part II should be completed for the mortgage company. Do not report data for
subsidiaries that are not required to file annual and other
periodic reports with the SEC pursuant to section 13(a)
or 15(d) of the Securities and Exchange Act of 1934.
Indicate the appropriate SEC reporting status (including
the applicability of section 404 of the Sarbanes–Oxley
Act of 2002) as of December 31.
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Note: The phrase ‘‘suspended its reporting requirements’’
refers to the suspension of duties to file reports with the
SEC under section 13(a) or 15(d) of the Securities and
Exchange Act of 1934 for reasons specified by the SEC
regulations. For example, under SEC regulations a
suspension of reporting requirements may occur when
an issuer is merged into, or consolidated with, another
issuer or issuers.

General Instructions—Schedule B
Reporting Criteria
Schedule B of the FR Y-10S is a supplemental schedule
used to report six-digit CUSIP numbers for the reporter
and certain of its subsidiaries. A CUSIP number identifies most securities, including (1) stocks and debt of
all SEC-registered U.S. and Canadian companies and
(2) U.S. government and municipal bonds. The number
consists of nine characters (a combination of letters and
numbers) in which the first six digits uniquely identify an
issuer.

Who Must Report
The following banking companies (termed ‘‘reporters’’
for purposes of this schedule) must file Schedule B of
this supplemental report on behalf of themselves and
certain subsidiaries:
(1) Top-tier BHCs organized under U.S. law, regardless
of FHC status.
(2) State member banks not controlled by a BHC.

When to Submit the Report
The as-of date for the initial collection of Schedule B is
December 31, 2005. The initial data for Schedule B must
be received by the appropriate Federal Reserve Bank by
March 31, 2006. Changes to the six-digit CUSIP number that occur between January 1 and March 31, 2006,
should be reported by April 30, 2006. Changes to sixdigit CUSIP numbers that occur after March 31, 2006,
should be reported within thirty days after the event.
De novo institutions established between January 1,
2006, and March 31, 2006, should report all applicable
CUSIP data by April 30, 2006. De novo institutions
Instructions for Preparation of Reporting Form FR Y-10S
Line Instructions December 2005

Line Item Instructions

established after March 31, 2006, should report all applicable CUSIP data within thirty days after they are established and changes going forward within thirty days after
the change.
The six-digit CUSIP number may change, for example
when:
• The last three digits of the nine-digit CUSIP number
is not sufficient to accommodate all outstanding issues
(greater than 999) and an additional issuer (six-digit)
CUSIP number is assigned.
• Changes occur to the corporate name, whether or not
associated with a merger or reorganization.
• Reverse stock splits of corporate shares occur.

Detailed Instructions—Schedule B
What Must Be Submitted
Part I: The question in Part I pertains to whether the
reporter, its lower-tier U.S. BHCs, its subsidiary U.S.
banks,1 or its largest subsidiary U.S. nonbanking company have currently active six-digit CUSIP numbers for
debt or equity issuances. If the response to this question
is ‘‘yes,’’ complete Part II. If the response to this question is ‘‘no,’’ do not complete Part II. Return the cover
page and Schedule B to the appropriate Federal Reserve
Bank.
Part II: If the reporter answered ‘‘yes’’ to the question in
Part I, report currently active six-digit CUSIP numbers
for the reporter, its lower-tier U.S. BHCs, its subsidiary
U.S. banks, and its largest subsidiary U.S. nonbanking
company (including functionally regulated subsidiaries).
Use additional pages as necessary.
The largest subsidiary U.S. nonbanking company is
determined by dividing the total assets of each subsidiary
1. The definition of a bank for these purposes is defined in the FR Y-10
Glossary.

Instructions for Preparation of Reporting Form FR Y-10S
Line Instructions December 2005

U.S. nonbanking company by the consolidated assets
of the reporter as of the most recent December 31 and
ranking the percentages from highest to lowest (with the
resultant entity with the highest percentage value determining the largest subsidiary U.S. nonbanking company). If available, please use total assets reported on
Federal Reserve or FFIEC regulatory reports.
The largest subsidiary U.S. nonbanking company must
be assessed only once a year as of December 31. Thus
any changes to the CUSIP numbers for this subsidiary
that occur during the year should be reported within
thirty days (after March 31, 2006). If there is a change as
to which company is the largest subsidiary U.S. nonbanking company (when reviewing the most recent December 31 financial data), begin reporting information on the
new subsidiary starting January 30 of the following year.
Exclusions:
• Do not report any CUSIP numbers associated with
acquired entities. In the event of an acquisition, the
acquired entity’s debt-related CUSIP numbers will
remain in use until outstanding debt is paid off since
the acquired entity will still service the debt. However,
no new issues will be made under the acquired entity’s
CUSIP number. New debt instruments will be issued
under the acquirer’s CUSIP number. The acquired
entity’s equity-related CUSIP numbers will be retired.
• Do not report any CUSIP numbers associated with
securitization vehicles and issuers of trust preferred
securities.
• Do not report any CUSIP numbers associated with
money market instruments such as certificates of
deposit, medium-term notes,2 and commercial paper.
• Do not report historical information on CUSIP numbers that existed prior to, but not on, December 31,
2005.
2. However, subordinated issues should be included.

LI-3