Report of Changes in Organizational Structure

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 (termed ‘‘Reporters’’ for the purpose of the
FR Y-10S) that are subject to filing reports with the U.S.
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
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 as of December 31, if there has
been a change in either the Reporter’s or any of its
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 2006

subsidiaries’ SEC reporting status during calendar year
2006. This schedule would also be required for de novo
institutions opened during 2006 that are subject to reporting requirements. These data are due no later than
March 1, 2007. Schedule B is required on an eventgenerated basis within thirty days after an event.
Please refer to the general instructions for each schedule
for a detailed description of these differences. Detailed
instructions are also provided for each schedule.
A graphic representation of the reporting deadlines for
the FR Y-10S appears at the end of these General
Instructions (page GEN-2).

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, the 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.
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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 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.’’

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

Report Deadline Chart for the FR Y-10S
Schedule A

Schedule B

Report Date

Due to the
Federal Reserve

Report Date

Due to the
Federal Reserve

December 31, 2006

March 1, 2007

Event-generated

30 calendar days
after the event

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Instructions for Preparation of Reporting Form FR Y-10S
General Instructions December 2006

Line Item Instructions
FR Y-10S

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

Reporter’s Name and Address

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.

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

Authorized Official’s Name, Title, Phone
Number, Signature and Date
Printed Name and Title: Print the name and title of the
authorized official. (See the FR Y-10 Glossary for the
definition of authorized official.)
Instructions for Preparation of Reporting Form FR Y-10S
Line Instructions December 2006

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 SEC reports pursuant to section 13(a) or 15(d)
of the Securities 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 Reporters must file Schedule A of this
supplemental report on behalf of themselves and any of
their subsidiaries that become subject to the SEC annual
and other periodic reporting requirements stated above.
The Cover Page and Schedule A must be completed if
there has been a change in either the Reporter’s or any of
its subsidiaries’ SEC reporting status during calendar
year 2006. This schedule is also required for de novo
institutions opened during 2006 that are subject to reporting requirements.
(1) FBOs, regardless of FHC status and whether or not
such FBO is a BHC, is a qualifying FBO, is treated
as a qualifying FBO, or qualifies for a limited
exemption under section 211.23(c) of Regulation K.
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(2) Top-tier bank holding companies (BHCs) organized
under U.S. law, regardless of financial holding company (FHC) status.

any of its subsidiaries’ SEC reporting requirements as
stated above, the Reporter does not have to submit the
Cover Page or Schedule A.

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

The Cover Page and Schedule A must also be completed
for Reporters or subsidiaries established or acquired in
2006 that are subject to section 13(a) or 15(d) of the
Securities Exchange Act of 1934.

(4) State member banks not controlled by a BHC. (Pursuant to section 12(i) of the Securities Exchange Act
of 1934, the Federal Reserve has delegated authority
to act on behalf of the SEC to collect reports from
unaffiliated state member banks.)

When to Submit the Report
The as-of date for the collection of Schedule A is December 31. Schedule A data must be received by the appropriate Federal Reserve Bank no later than March 1 of
the following year. Commencing June 30, 2007, the
FR Y-10S data will be added to the FR Y-10 report and
will be submitted on an event-generated basis. If the
Reporter experiences a change in the data between January 1, 2007 and June 30, 2007, the data reflecting the
change should be reported on the FR Y-10 by July 30,
2007.
A graphic representation of the reporting deadlines
appears at the end of the General Instructions (page
GEN-2).

Detailed Instructions—Schedule A
What Must Be Submitted
The Reporter must complete the Cover Page and Schedule A for itself and each subsidiary that experienced a
change in their SEC reporting requirements pursuant to
section 13(a) or 15(d) of the Securities Exchange Act of
1934 (including initial registration, suspension of reporting, or termination), or a change in the applicability of
section 404 of the Sarbanes-Oxley Act of 2002 (i.e., a
change in the SEC rules implementing section 404) since
the December 31, 2005 FR Y-10S report.
In the case where an entity that previously reported on
the FR Y-10S has been dissolved or sold and a FR Y-10
report has been filled to reflect it, a separate FR Y-10S
(Cover Page and Schedule A) does not have to be submitted. If there has been no change in the Reporter’s or
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Section 404 specifically requires all companies subject to
the reporting requirements of the Securities Exchange
Act of 1934, other than registered investment companies,
to include in their annual reports a report of management
on the company’s internal control over financial reporting. In addition, the SEC’s implementing rule for section
404 exempts asset-backed issuers from the internal control reporting requirement.1
The SEC has developed a three year phase-in approach
for compliance with section 404 based on whether the
company is an accelerated or non-accelerated filer.2
Subject to 13(a) or 15(d) of the Securities Exchange
Act of 1934 and Section 404 of Sarbanes-Oxley Act of
2002: This box should be checked for the Reporter and
each of its subsidiaries that meet the requirements regardless if the Reporter or any of its subsidiaries has a delay
in reporting under Section 404 of the Sarbanes-Oxley
Act of 2002.
Subject to 13(a) or 15(d) of the Securities Exchange
Act of 1934 and not Section 404 of Sarbanes-Oxley
Act of 2002: This box should be checked if the Reporter
or any of its subsidiaries is required to file annual or
other periodic reports pursuant section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and not subject to
the Sarbanes-Oxley Act of 2002. Do not check this box if
the Reporter or any of its subsidiaries has a delay in
reporting under Section 404 of the Sarbanes-Oxley Act
of 2002.
Terminated or suspended reporting requirements under 13(a) or 15(d) of the Securities Exchange Act of
1934. This box should be checked if the Reporter or any
of its subsidiaries has terminated or suspended duties to
file periodic reports with the SEC under section 13(a) or

1. For further information see 68 FR 36636.
2. For the current compliance dates see 69 FR 9722 and 70 FR 56825
and 76626.
Instructions for Preparation of Reporting Form FR Y-10S
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15(d) of the Securities Exchange Act of 1934 for reasons
specified by the SEC regulations.

Detailed Instructions—Schedule B
What Must Be Submitted

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. 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 Reporters 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
was December 31, 2005. Subsequent changes to the
six-digit CUSIP number should be reported within thirty
days after the event. Moreover, if an institution subsequently issues debt or equity and receives a CUSIP
number, then it should be reported within 30 days. Commencing June 30, 2007, the FR Y-10S report will be
incorporated in the FR Y-10 report.
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.
Instructions for Preparation of Reporting Form FR Y-10S
Line Instructions December 2006

Part I: The question in Part I pertains to whether the
Reporter, its lower-tier U.S. BHCs, its subsidiary U.S.
banks,3 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. Institutions that
have not previously reported data (for example, de novo
institutions) should 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 the most recently assigned 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 that has an
active CUSIP number (including functionally regulated
subsidiaries). Use additional pages as necessary. Do not
report data previously submitted if the data have not
changed.
The largest subsidiary U.S. nonbanking company that has
an active CUSIP number is determined by dividing the
total assets of each subsidiary U.S. nonbanking company
that has a CUSIP number 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:
3. The definition of a bank for these purposes is defined in the FR Y-10
Glossary.

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• Do not report any CUSIP numbers associated with
entities that are nonsurvivors of mergers. In the event
of a merger, the nonsurvivor’s debt-related CUSIP
numbers will remain in use until outstanding debt is
paid off since the entity will still service the debt.
However, no new issues will be made under the nonsurvivor’s CUSIP number. New debt instruments will
be issued under the survivor’s CUSIP number. The
nonsurvivor’s equity-related CUSIP numbers will be
retired.

• Do not report any CUSIP numbers associated with
money market instruments such as certificates of
deposit, medium-term notes,4 and commercial paper.5

• Do not report any CUSIP numbers associated with
securitization vehicles and issuers of trust preferred
securities.

4. Medium-term notes are a type of money market instrument with an
average maturity of 4 to 6 years.

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• Do not report historical information on CUSIP numbers that existed prior to, but not on, December 31,
2005.

5. However, subordinated issues should be included.

Instructions for Preparation of Reporting Form FR Y-10S
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