Form FR Y-10 FR Y-10 Report of Changes in Organizational Structure

FR Y-10
OMB Number 7100–0297
Expires December 31, 2011

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 and 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 reporter's)

Phone Number (Include area code and, if applicable, the extension)

Mailing City

Fax Number (Include area code)

Mailing State/Province, Country

E-mail Address

Does the reporter request confidential treatment for any portion
of this submission?

Zip/Postal Code

Authorized Official
Yes
I,

,
Printed Name & Title

am an authorized official of this company named above, and hereby
declare that this report is true and complete to the best of my knowledge and belief.

Signature of Authorized Official

Please identify the report schedule(s) and item(s) to which this
request applies:
In accordance with the instructions on page GEN-4, a
letter justifying the request is being provided.
The information for which confidential treatment is
sought is being submitted separately and labeled
"Confidential."

Date of Signature

No
Public reporting burden for the information collection is estimated to average 1.25
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.

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), 321, 601, 611a and 615); 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

FRB Use Only

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 banking company.

ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h

1.a. Event Type (check one or more):

Check box if correction:

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
Became Reportable

If 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 (FBOs and BHCs Only):

(MM/DD/YYYY)

6.

SEC Reporting Status:

7.

CUSIP Number:
not required for FBOs

(MM/DD)

Not Applicable
Subject to 13(a) or 15 (d) of SEC Act of 1934 and Section 404 of SOX Act
Subject to 13 (a) or 15(d) of SEC Act of 1934, but not Section 404 of SOX Act
Terminated or suspended reporting requirements under 13(a) or 15(d) of the SEC Act of 1934
8.

leading six digits only

9. Banking Company Type:

BHC

Tax ID Number:

FBO

U.S. Commercial Bank

U.S. State Chartered Savings Bank

If other, please describe:
10.

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:
11.

Is the Banking Company consolidated in the reporter's financial statements?
(only reportable for foreign investments)

Ownership Section
12.

Yes

No

(report at direct holder level unless otherwise noted)

Direct Holder's Name and Location:

Legal Name

City, State/Province, Country

13.a. Percentage of a Class of Voting Shares:

% or 13.b. Percentage of Nonvoting Equity:

13.c. Other Interest:

Yes

No

14.

Control by Direct Holder:

Yes

No

16.

Former Direct Holder's Name and Location (if applicable):

15.

Legal Name of Former Direct Holder

Control by Reporter:

Yes

%

No

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

17.a. Primary Activity
17.b. Secondary Activity
(FBOs and BHCs only)

17.c. Termination of Activity
FR Y-10
Page 2

FRB Use Only

Nonbanking Schedule

ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h

Use this schedule to report information about a reporter that is a
Nonbanking Company and a reporter's directly or indirectly held
interests in a Nonbanking Company.
1.a. Event Type (check one or more):

Check box if correction:

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
Became Reportable

Other, please describe:

Characteristics Section
2.a.

2.b.
If Name Change or Correction, Prior Legal Name of Nonbanking Company

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?

6.

SEC Reporting Status:

7.

CUSIP Number:

9.

Nonbanking Company Type (see instructions for list):

see instructions for
when applicable

Yes

No

Not Applicable
Subject to 13(a) or 15 (d) of SEC Act of 1934 and Section 404 of SOX Act
Subject to 13 (a) or 15(d) of SEC Act of 1934, but not Section 404 of SOX Act
Terminated or suspended reporting requirements under 13(a) or 15(d) of the SEC Act of 1934
8.

leading dix digits only

Tax ID Number:

If other, please describe:
10.

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:
11.

Is the Nonbanking Company consolidated in the reporter's financial statements?
Yes
No
Answer the above question only if the Nonbanking Company is one of the following "foreign" offices:
(a) Consolidated subsidiary in a foreign country; (b) A majority-owned Edge or Agreement subsidiary

Ownership Section
12.

(report at direct holder level unless otherwise noted)

Direct Holder's Name and Location:

Legal Name

City, State/Province, Country

13.a. Percentage of a Class of Voting Shares:
100%
80% < 100
>50% to <80%
25% to 50%
<25% but 25% or more in the aggregate or otherwise controlled elsewhere within the organization
13.b. Other Interest:

Yes

No

14.

Control by Direct Holder:

Yes

No

15.

Regulation K, Subpart A Investments:

16.

Former Direct Holder's Name and Location (if applicable):

Portfolio Investment

Legal Name of Former Direct Holder

Joint Venture

Subsidiary

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

17.a. Primary Activity
17.b. Secondary Activity
17.c. Termination of Activity
FR Y-10
Page 3

FRB Use Only
ID_RSSD_E1 (ns)
ID_RSSD_E2 (s)

Merger Schedule
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. First Full Calendar Date the Nonsurvivor No Longer Exists:
(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

FR Y-10
Page 4

FRB Use Only
ID_RSSD_TOP (top tier BHC)
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (resportable company)

4(k) Schedule
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 Directly by an FHC or Through an Existing Subsidiary
New Activity Commenced Through Acquisition of a Going Concern
New Activity Commenced Through a De Novo Formation
2.

New Activities Commenced
For the event type checked in item 1.a, report the FRS Legal Authority code and the five or six-digit NAICS activity code for each
new activity. Provide a text description of the activity if unable to identify a five or six-digit NAICS activity corresponding to 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 certain merchant banking or insurance company investments when the FHC directly or indirectly acquires more than
5 percent of a Nonbanking Company's voting shares or total equity or assets and the 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 amount in a, b, or c, as applicable.
a.

% Voting Securities

b.

% Total Equity

c.

% Assets

Initial Aggregate Cost of Investment to the FHC: $

(in millions of U.S. dollars)

FR Y-10
Page 5

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF
CIty, and Country Code

Branch, Agency, and Representative Office of FBOs Schedule
Use this schedule to report information about U.S. branches, agencies, representative offices, and managed non-U.S.
branches of top-tier and subsidiary Foreign Banking Organizations
Report all offices, including inactive offices that continue to retain their license.

1.a. Event Type (check one only):

Check box if correction:

1.b. Date of Event:
(MM/DD/YYYY)

Opening
Change in Office Type
Commenced Activities Through
Managed Non-U.S. Branch

License Issued
Became Inactive
Ceased Activities Through
Managed Non-U.S. Branch

Relocation
License Surrendered

If other, please describe event type:

Characteristics Section
2.

Office Type (including Managed Non-U.S. Branches)
Branch

Agency

Representative Office

3.
Popular Name

4.a. Current Address

4.b. Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip/Postal Code

If Relocation or Correction, Prior State, Country, and Zip/Postal Code

5.
Head Office Legal Name

City, Province, Country and Zip/Postal Code

FR Y-10
Page 6

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF
CIty, and Country Code

Foreign Branches of U.S. Banking Organizations Schedule
Use this schedule to report information about foreign branches of U.S. banking organizations, including member banks,
Edge and agreement corporations, bank holding companies, and foreign subsidiaries. The term "foreign" refers to one or
more foreign nations, and includes the overseas territories, dependencies, and insular possessions of those nations and of
the United States and the Commonwealth of Puerto Rico.
Report all offices, including inactive offices that continue to retain their license.
Check box if correction:
1.a. Event Type (check one only):

1.b. Date of Event:
(MM/DD/YYYY)

Opening

Closure

Relocation

Shell Branch

Other

If other, please describe event type:

Characteristics Section
2.

Office Type:
Full-Service Branch

3.

Date of Board Consent or Prior Notification (if applicable):

4.
Popular Name

5.a. Current Address

6.

5.b. Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City

If Relocation or Correction, Prior City

Province, Country, and Zip/Postal Code

If Relocation or Correction, Prior Province, Country, and Zip/Postal Code

Head Office Legal Name

City, State, Country and Zip/Postal Code

FR Y-10
Page 7

FRB Use Only
ID_RSSD
County, State & Country Code
ID_RSSD_HD_OFF
CIty, and Country Code

Domestic Branch Schedule
Use this schedule to report information on:
1. branches and offices of domestic depository institutions (including territorial depository institutions) controlled directly or
indirectly by top-tier BHCs and state member banks that are not affiliated with a BHC; and,
2. branches of Edge and agreement corporations.
Check box if correction:

1.a. Event Type:

1.b. Date of Event:
(MM/DD/YYYY)

Opening (De Novo)
Sale of Branches
Name Change

Purchase of Branches
Closure
Change in Service Type

Acquisition of Branches through Merger/Absorption
Relocation
Deletion of Erroneously Reported Branch/Office

If Other, please describe event type:

Characteristics Section
2.

Check applicable service type:
Full Service

Limited Service

3.a.

Trust

Electronic Banking

3.b.
Popular Name

4.a. Current Address

If Name Change, Prior Popular Name

4.b. Previous Address (if changes have occurred)

Current Street Address

If Relocation or Correction, Prior Street Address

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip/Postal Code

If Relocation or Correction, Prior State, Country, and Zip/Postal Code

5.
Head Office Legal Name

City, Province, Country and Zip/Postal Code

6.

For Event Types Sales of Branches or Purchase of Branches, provide the name and address of the other domestic depository
institution involved in the transaction and the number of branches sold or purchased:
Name of Other Depository Institution that Sold or Purchased Branches

Number of Branches Sold or Purchased

City, State, Country and Zip/Postal Code

FR Y-10
Page 8