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

DRAFT –11/22/2011

Instructions for the Report of
Changes in
Organizational Structure (FR Y-10)
GENERAL INSTRUCTIONS
Introduction
Use the FR Y-10 to report changes to the worldwide
organizational structure of bank holding companies
(BHCs), member banks, Edge and agreement
corporations, and to the U.S. operations of foreign
banking organizations (FBOs). 1 Such changes
include:
• information about the Reporter itself;
• acquisition of interests in BHCs, FBOs, banks
organized under U.S. law;
• acquisition of interests in nonbanking companies
that are owned by BHCs, and non-qualifying
FBOs, and nonbanking companies conducting
business in the United States that are owned by
qualifying FBOs;
• transfer, sale, or liquidation of such interests;
• merger of companies;
• internal reorganization;
• commencement of new activities;
• certain merchant banking or insurance company
investments;
• establishment in the United States of branches,
agencies, and representative offices of FBOs and
activities through managed non-U.S. branches;
• opening, closing, or relocation of foreign
branches of member banks, BHCs, or Edge or
agreement corporations and of their foreign
subsidiaries;
• opening, acquisition, sale, closing or relocation
of domestic branches of U.S. subsidiary
depository institutions of top-tier BHCs, of
unaffiliated state member banks, and of Edge
and agreement corporations; and
• changes to previously reported information.
Depending on the nature of reported changes in
structure and activity information, it will not always
1

A FBO with U.S. operations that is not or ceases to be a
“qualifying foreign banking organization” (QFBO) within
the meaning of Regulation K, and is not otherwise treated
as a QFBO under Regulation K, should consult with
Federal Reserve staff regarding the scope of its FR Y-10
reporting obligations. In general, a FBO that is not or is not
treated as a QFBO is subject to the nonbanking restrictions
of the BHC Act with respect to its worldwide operations
and, thus, would have to report on the FR Y-10 changes to
its worldwide organizational structure.

be necessary to file all schedules. Blank schedules
should be omitted.
The instructions are divided into the following
sections:
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•

•
•
•

General Instructions describing overall reporting
requirements
Specific Instructions for completing the:
Cover Page
Banking Schedule
Nonbanking Schedule
Merger Schedule
4(k) Schedule
Domestic Branch Schedule
Foreign Branches of U.S. Banking Organizations
Schedule
Branch, Agency, and Representative Office of
FBOs Schedule
Glossary of terms used in these instructions
Appendix A - Federal Reserve Board Legal
Authority Codes
Appendix B – Board to North American
Industry Classification System (NAICS)
Activity Codes Conversion Table

If more than one transaction is reportable for a
particular submission, multiple schedules should be
submitted. Several supporting schedules may be
included under one Cover Page.

Deleted: ces consisting of definitions of

Deleted: and of North American Industry
Classification System (NAICS) Activity Codes
for Commonly Reported Activities Reporters
are required to prepare and file this report in
accordance with these instructions to reflect an
accurate representation of their organizational
structure.

Who Must Report
The following companies (termed Reporters for
purposes of the FR Y-10) are required to file this
report:
•

•
•
•
•

Top-tier BHCs (including Employee Stock
Ownership Plans (ESOPs) or Employee Stock
Ownership Trusts (ESOTs) that are BHCs)
organized under U.S. or foreign law that are not
FBOs, regardless of financial holding company
(FHC) status.
FBOs (both qualifying and nonqualifying) (see
the Glossary), whether or not a BHC.
State member banks (SMBs) not controlled by a
BHC or a FBO.
Edge and agreement corporations not controlled
by a BHC, FBO, or member bank.
National banks not controlled by a BHC or FBO,
but only with respect to their foreign branches,
their investments made under Subpart A of
Regulation K, and foreign branches of their
foreign subsidiaries that are investments made
under Subpart A of Regulation. K.

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Tiered Organizations
In the case of a tiered BHC organization where one
BHC that is not a FBO controls another BHC that is
not a FBO, the top-tier BHC should file reports on
behalf of all lower-tier BHCs.

•

The same procedure should be followed by tiered
organizations consisting of nonqualifying FBOs.
In the case of a tiered FBO organization, where one
qualifying FBO 2 controls another qualifying FBO, the
top-tier FBO may file on behalf of all lower-tier
FBOs or the lower-tier FBOs may choose to file
separately.
In the case where an FBO owns lower-tier FBOs and
BHCs, the top-tier FBO may file on behalf of itself
and any lower-tier FBOs. The top-tier U.S. BHC is
responsible for filing for itself and all lower-tier
BHCs.

•

What Events Must Be Reported
The following categories of events (termed
Reportable Events for purposes of the FR Y-10 and
these instructions) generally trigger the requirement
to file an 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 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 or liquidation of
a Banking Company; changes in the principal
activities of a Banking Company; and changes to
information previously reported on Federal
Reserve structure reports 3 about a Banking
2
This reference to qualifying FBOs also pertains to FBOs
that are treated as qualifying FBOs as well as FBOs that
have limited exemption.
3
Prior to the issuance of this report form on June 30, 2007,
changes to organizational structure of banking and
nonbanking companies were reported on four forms, i.e.,
FR Y-10, FR Y-10F, FR Y-10S, and FR 2058. The
respondent panels for those forms and the information
required to be reported have been incorporated into this

•

•

•

Company. See the Banking Schedule part of
these instructions for further explanation and
reporting directions.
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 or liquidation of a Nonbanking
Company; changes in the principal activities of a
Nonbanking Company; and changes to
information previously reported on Federal
Reserve structure reports 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
Federal Reserve structure reports. 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 by an existing company.
Domestic Branches: The opening, purchase,
acquisition, sale, closure, relocation, name
change, change in service type, or deletion of
erroneously reported information of domestic
branches of domestic depository institutions
(including thrifts) of top-tier BHCs, of
unaffiliated state member banks and of Edge and
agreement corporations; and any changes to
information previously reported on Federal
Reserve structure reports about such branches.
See the Domestic Branch Schedule part of these
instructions for further explanation and reporting
directions. A top-tier BHC is responsible for
filing branch information for its domestic
subsidiary depository institutions’ U.S. offices.
Also, unaffiliated state member banks and
unaffiliated Edge and agreement corporations are
responsible for filing for their offices.
Cessation of Status as a Reporter: Any event
that terminates a company's status as a Reporter.
See the Changes in Reporter Status part of these

form. References to “information previously reported on
Federal Reserve structure reports” pertain to information
reported on those four report forms.

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DRAFT –11/22/2011
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, a new
Reporter (BHC, FBO, unaffiliated SMB or Edge
or agreement corporation, or National Bank)
must complete a Banking or Nonbanking
Schedule for itself, and a Banking or
Nonbanking Schedule for its subsidiary. 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. 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 foreign bank that becomes a FBO (and thereby
becomes a Reporter) due to the establishment of
an initial U.S. branch or agency must also
complete a Branch, Agency, and Representative
Office of FBOs Schedule with respect to the
branch or agency. Such a foreign bank becomes
a Reporter when the initial branch or agency
opens for business, not when the branch or
agency is licensed.
If deemed warranted for supervisory purposes,
the Federal Reserve may request an organization
chart. Because FR Y-10 reporting requirements
differ from the Annual Report of Bank Holding
Companies – FR Y-6 and the Annual Report of
Foreign Banking Organizations – FR Y-7
reporting requirements, the organization chart
submitted with the FR Y-10 may be different

from the organization chart submitted with the
Reporter's FR Y-6 or FR Y-7 report.
Cessation of Status as a Reporter: Any event
that terminates a company's status as a Reporter.
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 U.S. subsidiary
bank, commercial lending company, or Edge or
agreement corporation, complete a Banking
Schedule or Nonbanking Schedule, as
appropriate, 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.
If termination of Reporter status results from sale or
closure of a Reporter’s U.S. branch(es) or agency(s),
complete a Branch, Agency, and Representative
Office of FBOs Schedule. 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”, and provide the date of the event and
the Reporter’s legal name and location in the
Characteristics Section.

Where and When to File this Report
The appropriate Federal Reserve Bank (see the
Glossary) 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.
As an alternative, the Reporter may file the FR Y-10
electronically. Respondents interested in filing
electronically must contact the appropriate Federal
Reserve Bank in order to obtain a User ID and
password. To access the FR Y-10 Online website, use
the following URL:

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DRAFT –11/22/2011
https://y10online.federalreserve.gov/Y10Web/showY1
0Login.do

information for which confidential treatment is
sought.

Note: Reports that contain a request for confidential
treatment should not be submitted electronically.

The Reporter also must submit a letter concurrent
with submission of the two-part FR Y-10, identifying
the specific information for which confidential
treatment is sought, providing legal justification for
the request, and describing the specific harm that
would result from disclosure of the information.
Unsupported or conclusory statements that disclosure
will cause competitive harm or result in an invasion
of privacy will be considered insufficient to support
the request for confidential treatment.

Information on the CUSIP number of the Reporter
(BHC or unaffiliated state member bank); a BHC’s
lower-tier U.S. BHCs, subsidiary U.S. banks; or a
Reporter’s largest subsidiary U.S. nonbanking
company that has a currently active CUSIP number
must be assessed only once a year as of December
31. Changes to this data must be reported on an
event-generated basis within 30 calendar days of such
changes.

Confidential Treatment
Once submitted, a 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 (FOIA), 5 U.S.C. § 552. Under
the FOIA, Board records generally must be disclosed
unless they are determined to fall, in whole or in part,
within the scope of one or more of the FOIA
exemptions from disclosure. See 5 U.S.C. §
552(b)(1)-(9).
The exempt categories include (but are not limited to)
“trade secrets and commercial or financial
information obtained from a person and privileged or
confidential” (exemption 4), and information that, if
disclosed, “would constitute a clearly unwarranted
invasion of personal privacy” (exemption 6). A
Reporter may request confidential treatment for any
information submitted on the FR Y-10 that the
Reporter believes is exempt from disclosure under
FOIA. The Reporter must follow the steps outlined
immediately below, and certify on the completed and
signed Cover Page to the FR Y-10 that these steps
have been followed.
Reporters that seek confidential treatment for specific
responses to the FR Y-10 must divide their report
submission into two parts, filed simultaneously. The
separately bound confidential volume should be
accompanied by a cover page marked “confidential”
and include only those report item responses for
which confidential treatment is requested. The public
volume should include responses to all of the report
items. The responses to those items for which
confidential treatment is requested should indicate
that the responsive data may be found in the
confidential volume. They also should clearly
describe or visually indicate the amount of

Reporters must submit a request for confidential
treatment at the time of filing this report even if they
previously requested (and were or were not accorded)
confidential treatment for the same information as
previously provided to the Board.
Information for which confidential treatment is
requested may be released subsequently by the
Federal Reserve System if the Board of Governors
determines that the disclosure of such information is
required by law or in the public interest. In general,
Federal Reserve staff will notify the Reporter before
releasing information for which confidential
treatment has been requested. For further information
on the procedures for requesting confidential
treatment and the Board’s procedures for addressing
such requests, consult the Board's Rules Regarding
Availability of Information, 12 CFR part 261,
including 12 CFR 261.15, which governs requests for
confidential treatment.

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. The Reporter must follow
the steps outlined immediately above with respect to
any additional information for which it seeks
confidential treatment.

What Is the Legal Authority for the FR
Y-10?
Submission of the FR Y-10 is required under
authority of Sections 4(k) and 5(c)(1)(A) of the Bank

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Deleted: ¶
The as-of date for the initial collection of Item 8, Tax
ID Number, on both the Banking and Nonbanking
Schedules, ¶
is December 31, 2008. The initial data must be
received by the appropriate Federal Reserve Bank by
March 31,¶
2009.¶
Deleted: Transactions Occurring Between
January 1, 2009 and March 31, 2009¶
Changes to the Tax ID Number that occur between
January 1 and March 31, 2009, should be reported by
April 30, 2009. Changes to Tax ID Number that
occur after March 31, 2009, should be reported
within thirty days after the event. De novo
institutions established between January 1, 2009, and
March 31, 2009, should report all applicable Tax ID
data by April 30, 2009. De novo institutions
established after March 31, 2009, should report all
applicable Tax ID data within days after they are
established and changes going forward within thirty
days after the change.¶

DRAFT –11/22/2011
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 9,
11(a)(1), 25(7), and 25A of the Federal Reserve Act
(12 U.S.C. §§ 248(a)(1), 321, 602, 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).

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DRAFT –11/22/2011
Specific Instructions for the Cover Page
(FR Y-10)
Submission Date
Provide the date on which the FR Y-10 is submitted.
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.
Physical Street Address, City, County,
State/Province, Country, and Zip/Postal Code: Use
the U.S. Postal Service address to provide the street
address of the physical location 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. Changes to the Reporter’s address should
be reported on the Banking or Nonbanking Schedule.
Reporter's Mailing Address (if different from physical
street address): For mailing purposes, provide the
Reporter’s mailing 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.

acceptable. Provide the nine-digit zip code, if
available.
Authorized Official
Printed Name & Title: Print the name and title of the
Authorized Official (see Glossary for definition).
Signature of Authorized Official, 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.
Confidential Treatment
Indicate, by checking the box next to “Yes” or “No,”
as appropriate, whether the Reporter seeks
confidential treatment for any portion of the
submission. If the Reporter has checked the “Yes”
box, the Reporter should identify the specific report
responses by schedule(s) and item number(s) for
which confidential treatment is sought. The Reporter
also should indicate (by checking the appropriate
boxes on the cover page) that a letter justifying the
request is being submitted with the form; and that the
information for which confidential treatment is
sought is being submitted separately and labeled
“confidential.”

Contact's Name and Mailing Address for this
Report
Name and Title: Provide 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 the
Reporter’s mailing address): For mailing purposes,
provide the contact’s mailing address to which
mailing for the Reporter's contact person should be
sent. The street address or post office box is

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Specific Instructions for the
Banking Schedule (FR Y-10)
What to Report
Use this schedule to report the acquisition of interests
in Banking Companies, and other transactions
involving interests in Banking Companies. 4 For
purposes of the FR Y-10, a Banking Company is a
Bank Holding Company (BHC), bank organized
under U.S. law, or Foreign Banking Organization
(FBO). 5 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.

•

•
•
•

The transfer of all or part of the interest to
another subsidiary within the Reporter’s
organization;
Liquidation of a Banking Company;
Any changes rendering the Reporter's interest in
a Banking Company no longer reportable; and
Any change to information previously reported
on this schedule.

Multiple Direct Holders: In the case of a reportable
event in which a Reporter acquires an interest in a
Banking Company through more than one direct
holder, the Reporter must file a separate Banking
Schedule for each direct holder. 6 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.

Interests in Banking Companies
Initial Acquisition / Formation: Reporters are
required to file the FR Y-10 reports for the following
list of general reporting categories. A Reporter's
initial acquisition of an interest in a Banking
Company, including the formation of a top-tier 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
acquisition of such an interest is reported either as an
"Acquisition of a Going Concern" or as a "De Novo
Formation." To determine whether a Reporter
controls a Banking Company, apply the definition of
“control” found in the Glossary.
Subsequent Events: Once a Reporter has acquired
such an interest in a Banking Company, the following
events become reportable:

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 l.a – Event Type
Check all the event type box(es) that apply. Do not
report events that occur on separate dates on the same
schedule.

Any subsequent sale or transfer of the interest in
whole or in part, and most changes to the
Reporter's level of ownership in a Banking
Company;

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

A Reporter that is a Banking Company should use the
Banking Schedule to report information about itself.
5
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 a bank, acquisition of an interest in
such an institution should be reported on the Nonbanking
Schedule or 4(k) Schedule, as appropriate.

6
As noted in the instructions for Item 13.a of this schedule,
a Reporter that in the aggregate controls 5 percent or more
of more than one class of the Banking Company’s voting
shares need only report the class of which the Reporter
controls the highest percentage (the “highest class”). If two
or more classes could each be considered the highest class,
a Reporter must report each such class, if held by different
direct holders. A Reporter must file a separate Banking
Schedule for each direct holder through which the Reporter
controls shares of the highest class, but need not file any
schedule for a direct holder through which the Reporter
controls only shares of classes other than the highest class.

•

4

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DRAFT –11/22/2011
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."
Note: If the acquired going concern has one or more
subsidiaries, the Reporter must file a separate
Banking or Nonbanking Schedule (as appropriate)
for each subsidiary.
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.

The transferring direct holder should report by
following the directions for reporting a “Change in
Ownership.” The acquiring direct holder need only
report the date of the event in Item 1.b and the
Banking Company’s legal name in Item 2.a, and
complete the Ownership Section as appropriate,
excluding Item 16. If the event results in any change
in legal authority, also report the new legal authority
code in the Activity and Legal Authority Section.

Note: Report any partial external transfer of a
previously reported interest in a Banking Company
as a "Change in Ownership."

Change in Ownership: Report any of the following:
an 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; a 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 a 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 12, 13, 14,
15, and 16 as appropriate, to reflect the 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 12, and report the former
direct holder's (the seller's) name and location in Item
16. If the event results in any change in legal
authority, also report the new legal authority code in
the Activity and Legal Authority Section.

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: Report any partial internal transfer of a
previously reported interest in a Banking Company
by filing two Banking 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.

Note: A Reporter need not file a FR Y-10 if
liquidating a company previously reported as
"Became Inactive."

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
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 16. Item 12 should be left blank.

Change in Characteristics: Change of a Banking
Company's legal name or address, or any other
change to information previously reported. To report,

8

DRAFT –11/22/2011
check the event type box next to "Change in
Characteristics" and report the date of the event in
Item l.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 l.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 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 definition of “control”
found in the Glossary. 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 render an interest no longer
reportable include "External Transfer,"
"Liquidation,” and “Became Inactive.” Event types
that may render an interest no longer reportable
include “Change in Ownership" and "Change in
Activity or Legal Authority.,"
Note: If reporting a company, which has subsidiaries,
as "No Longer Reportable", please report the
disposition of each subsidiary. Typically the
disposition of a company’s interest in a subsidiary
may be reported as an “External Transfer,”
“Internal Transfer,” “Liquidation,” or “Became
Inactive,” as appropriate.

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 reactivated, report as
a "Change in Activity or Legal Authority."
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
"Debts Previously Contracted" and also report as
"Acquisition of a Going Concern" or "Change in
Ownership," as appropriate.
Became Reportable: Any transaction that renders
reportable a Reporter’s interest in a Banking
Company that is already a going concern, but does
not involve the Reporter’s initial acquisition of an
interest in, or formation of, that Banking Company.
To report, check the event type box next to “Became
Reportable,” report the date of the event in Item 1.b,
and complete all sections of the schedule.
Other: If none of the listed event types adequately
describes the reportable event, check the box next to
"If other, please describe,” and provide a text
description in the space provided.
Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect:
•

Acquisition of a Going Concern or full or partial
sale or transfer: the date the Banking Company
was acquired by the direct holder;

•

De Novo Formation: the date the new Banking
Company opened for business;

•

External Transfer: the last day the Banking
Company was held by the direct holder;

•

Internal Transfer: the first day the Banking
Company was held by the direct holder:

Deleted: of consummation of the transaction,
sometimes alternatively described as the date of
closing;
Deleted: on which

Deleted: last

9

DRAFT –11/22/2011
•

Change in Ownership: the date the reportable
direct holder’s ownership level changed;

•

Liquidation: last day the Banking Company was
held by the direct holder;

•

Became Inactive: the date a Banking Company
ceased engaging in business;

•

Change in Characteristics: the date the Banking
Company’s characteristics changed;

•

Change in Activity or Legal Authority: the date
the activity or legal authority changed;

•

Became Reportable: the date on which the
Banking Company became reportable.

Examples:
•

•

•

•

BHC A is reporting the inactivity of Bank 1.
The last day Bank 1 was active and open for
business was on Friday, January 5. The date of
event should be the last day the reportable
company was open - Friday, January 5;
BHC B is reporting the liquidation of Bank 2.
The last day Bank 2 was active and open for
business was Wednesday, March 22. The date of
event should be the last day the reportable
company was open - Wednesday, March 22;
BHC C is reporting the internal transfer of Bank
3 from Bank E to Bank F. The last day Bank E
held Bank 3 was Monday, June 10. The date of
event should be the first day the reportable
company was held by the direct holder, Bank FTuesday June 11.
BHC D is reporting the acquisition of Bank 6.
The date Bank 6 was acquired by BHC D is
Tuesday, September 15. The date of event
should be the date the reportable company was
acquired by the direct holder - Tuesday,
September 15.

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.
Item 3.a – Current Street Address (Physical
Location); City and County; State/Province,
Country, Zip/Postal Code, and State or Country
(if foreign) of Incorporation
Use the U.S. Postal Service address to provide the
current street address, city and county, state/province,
country, 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.
To determine the appropriate address to report, please
see the definition of physical location defined in the
Glossary. Also report the state or country (if foreign)
of incorporation.
Item 3.b – If Relocation or Correction, Prior
Street Address (Physical Location), City and
County; State/Province, Country, Zip/Postal
Code, and State or Country (if foreign) of
Incorporation
In the event of a relocation or correction, provide the
prior street address, city and county, state/province,
country, 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.
Also report the state or country (if foreign) of
incorporation.
Item 4 – Date Opened
Provide the date on which the Banking Company
opened for business, only if reporting one of the
following: Acquisition of a Going Concern, De Novo
Formation, or a correction to the Date Opened that
was previously reported in error.
Item 5 – Fiscal Year End (FBOs and BHCs Only)
Provide the month and day of the FBO’s or BHC's
fiscal year end. Leave blank if the Banking Company
is neither a BHC nor a FBO.

Deleted: the date on which a Banking Company
ceased engaging in business
Deleted: ; and,
Deleted: on which
Deleted: date on which the name change,
relocation, or other change became legally effective
Deleted:
Deleted: on which a Banking Company
commenced a new activity or terminated a
previously reported
Deleted: or
Deleted: • Change in Legal Authority: the date
on which the activity is conducted under a new
legal authority.
Deleted: a
Deleted: ; and

Deleted: Bank
Deleted: -BHC
Deleted: 4
Deleted: Bank
Deleted: -BHC 5
Deleted: last
Deleted: –first

Item 6 – SEC Reporting Status Check the box
corresponding to the Banking Company’s current
SEC reporting status:

Deleted: Bank

•

Deleted: BHC

Not ApplicableThis box should be checked if the Banking
Company is not subject to any of the other check
box selections described for this item. For
example: A De Novo bank that is not subject to
sections 13(a) or 15(d) of the Securities
Exchange Act. of 1934.

10

Deleted: -BHC
Deleted: 4

Deleted: The date of event should be the last-first
day the reportable company was held by the direct
holder - Monday, June 10;¶

DRAFT –11/22/2011
•

Subject to 13(a) or 15(d) of Securities
Exchange Act of 1934 and Section 404 of SOX
ActThis box should be checked if the Banking
Company meets the requirements to file annual
and other periodic reports pursuant to section
13(a) or 15(d) of the Securities Exchange Act of
1934 and is also subject to Section 404 of the
Sarbanes-Oxley Act of 2002, regardless if the
banking company has a delay in reporting under
Section 404 of the Sarbanes-Oxley Act of 2002.
Note: Pursuant to section 12(i) of the Securities
Exchange Act of 1934, the Federal Reserve has
delegated authority to act on behalf of the
Securities and Exchange Commission to collect
reports from unaffiliated state member banks.
Therefore, unaffiliated state member banks
should apply the same SEC reporting
requirements pursuant to section 13(a) and 15(d)
of the Securities Exchange Act of 1934 and
should check this box if such periodic SEC
reports are filed to the Board of Governors
instead of the Securities and Exchange
Commission.

•

Subject to 13(a) or 15(d) of Securities
Exchange Act of 1934, but not Section 404 of
SOX Act-

A CUSIP number identifies most securities, including
(1) stocks and debt (including subordinated issues) 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. The first six digits (leading six
digits) should be reported in the boxes on item 7.
The six-digit CUSIP number may change, for
example when:
•

•

•

Note: A change in a CUSIP number is a reportable
event on the FR Y-10 as a “Change in
Characteristics.”
Exclusions:
•

Do not report any CUSIP numbers associated
with entities that are nonsurvivors of mergers. In
the event of a merger, the nonsurvivor’s debtrelated 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 CUSIP numbers associated with
securitization vehicles and issuers of trust
preferred securities.

•

Do not report any CUSIP numbers associated
with money market instruments 7 such as
certificates of deposit, medium-term notes, 8 and
commercial paper.

This box should be checked if the Banking
Company is required to file annual and other
periodic reports pursuant to 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 Banking
Company 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 Banking
Company has terminated or suspended duties to
file periodic reports under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 for
reasons specified by the SEC regulations.

Item 7 – CUSIP Number
The Reporter must report the most recently assigned
and currently active six-digit CUSIP number for
itself, its lower-tier U.S. BHCs and its subsidiary
U.S. banks. State member banks not controlled by a
BHC should report the CUSIP number for
themselves.

The last three digits of the nine-digit CUSIP
number are 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;
or
Reverse stock splits of corporate shares occur.

7

However, subordinated issues should be included.
Medium term notes are a type of money market
instrument with an average maturity of 4 to 6 years.
8

11

DRAFT –11/22/2011
•

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

Item 8 – Tax ID Number
Enter a 9-digit number for the reporter and its
reportable Banking entities. A federal tax
identification number (also known as an employer
identification number or EIN) is a nine-digit number
assigned solely to a business by the Internal Revenue
Service. The Tax ID Number is required only for
entities located in the United States.
Item 9 – Banking Company Type
Check the box corresponding to the type that most
accurately describes the Banking Company:
•
•
•
•

U.S. Bank Holding Company (BHC),
Foreign Banking Organization (FBO),
U.S. Commercial Bank,
or
U.S. State Chartered Savings Bank.

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 10 – 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 "If other,
please describe," and provide a text description.
Item 11 – Is the Banking Company Consolidated
in the reporter’s Financial Statements? (only
reportable for foreign investments)
Check “Yes” if the Banking Company is consolidated
in any subsidiary domestic commercial bank’s
Consolidated Reports of Condition and Income
(FFIEC 031) within the reporter’s organization.
Otherwise, check “No.”

Ownership Section
Item 12 – 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 13.a – 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. If needed,
see the instructions on page Banking – 1 (and
accompanying footnote) of these instructions for
further information on multiple classes of voting
shares and multiple direct holders.
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
option is deemed to be a share of the class into which
it is convertible.
Interests in Partnerships or Limited Liability
Companies:
Report these interests as described in Item 13.d.
Item 13.b – Percentage of Nonvoting Equity
Only if the Reporter has left Item 13.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

12

Deleted: general partner interests in limited
partnerships, managing member interests in limited
liability companies, and partner interests in general
partnerships and limited liability partnerships, by
reporting the percentage as 0 in item 13.a, and
completing Item 13.c Report limited partner interests
in limited partnerships, as well as nonmanaging
member interests in limited liability companies, by
completing Item 13.c but not Item 13.a.

DRAFT –11/22/2011
percentage as 1. Leave blank if the direct holder does
not control any nonvoting shares.

Item 13.c – Other Interest
Only if the Reporter has left Items 13.a and 13.b
blank, check the “Yes” 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 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. Otherwise, check the “No” box.
Item 13.d – Interests in Partnerships or Limited
Liability Companies
If the reportable company is a limited company as
indicated in Item 10, check the appropriate box to
indicate the ownership interest the direct holder has
in the reportable company: General
Partner/Managing Member or Limited Partner/NonManaging Member.
Item 14 – 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 definition of “control” found in
the Glossary.
Item 15 – 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 definition of “control” in the
Glossary.

Item 17.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.

Deleted: (except as described above for certain
interests in partnerships and limited liability
companies)

Item 17.c – Termination of Activity. Report the
termination of any previously reported primary or
secondary activity.
FRS Legal Authority Code
Consult the Appendix of these instructions and
choose the appropriate FRS legal authority code
under which this activity is being conducted. If you
are still unsure, consult your organization’s legal
counsel.
NAICS Activity Code
(North American Industry Classification System
(NAICS) Activity Codes)
Select a five or six-digit NAICS code from the U.S.
Census Bureau's website:
http://www.census.gov/eos/www/naics/
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.

Item 16 – Former Direct Holder's Name and
Location
Provide the name and location of the former direct
holder, if the Event Type reported in Item l.a is an
External or Internal Transfer.

Activity and Legal Authority Section
Item 17.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.

13

Deleted: A

Deleted: Consult Appendix B
Deleted: 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,

DRAFT –11/22/2011

Specific Instructions for the
Nonbanking Schedule (FR Y-10)

company (even if it does not otherwise meet the
reporting criteria) that is both a subsidiary of the
Reporter and a parent of the subject Nonbanking
Company. 11

What to Report
Use this schedule to report the acquisition of interests
in Nonbanking Companies, and other transactions
involving interests in Nonbanking Companies, with
certain exclusions. 9 For purposes of the FR Y-10, a
Nonbanking Company is any company that is not a
BHC, bank organized under U.S. law, or Foreign
Banking Organization (FBO). Nonbanking
Companies include Edge and agreement corporations
and foreign banks that are not FBOs and any foreign
bank subsidiary of an FBO whose only U.S. presence
is through a representative office. 10 In addition to
completing a Nonbanking Schedule, a FHC must
complete a 4(k) Schedule with respect to the
acquisition of an interest in a nonbanking company
that results in the FHC engaging in a nonbanking
activity it has not previously conducted. 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.

Control: To determine whether a Reporter controls a
Nonbanking Company for purposes of the FR Y-10,
apply the definition of “control” in the Glossary. In
addition, with respect to control of interests held
under authority of Subpart A of Regulation K,
please see the instructions for reporting such interests
under Item 15.
Note: In general, an interest in a Nonbanking
Company is not reportable unless the Reporter
directly or indirectly controls the Nonbanking
Company12. Accordingly, note the following:
•

Variable Interest Entities (as defined in Financial
Accounting Standards Board Interpretation No.
46R as amended by FAS 167) generally are not
reportable on the FR Y-10.

•

Advising and administering a mutual fund by
itself does not constitute a reportable interest of a
Reporter in that fund.

Exclusions: The following interests are not reportable
on the FR Y-10 even if they meet the definition of
control found in the Glossary:

Interests in Nonbanking Companies
•
In general, 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 Y-10 report(s) regarding the
subject Nonbanking Company. In addition, a
Reporter is required to file FR Y- 10 reports for any
9

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.
10
A Reporter that is a Nonbanking Company should use
the Nonbanking Schedule to report information about itself.

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 namesaving organizations or

11
However, a Reporter need only report information in
response to Items 2.a, 3.a, 12,13 and 14 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 a
Nonbanking Company.
12
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 reporting
of merchant banking and insurance company investments.

14

Deleted: office and; Edge and agreement
corporations and foreign banks that are not FBOs.
Nonbanking Companies include

DRAFT –11/22/2011
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;
•

•

•

U.S. Investments of Unaffiliated National Banks:
Any interest held under any authority other than
Subpart A of Regulation K, by a national bank
not controlled by a BHC or FBO;
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 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
subsidiary as well as through a 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. A company that holds only
foreclosed properties should not be reported.
Contrarily, a company that holds a mixture of
foreclosed properties and non-performing loans
that are not yet in default should be reported.

•

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;

•

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
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, 13 do not
report any interest held directly or indirectly by
such company under authority of Subpart A of
Regulation K;

•

Investments Held by FBOs Under Section
211.23(f)(5) of Regulation K: A FBO that is, or
is treated as, a QFBO, need not report an interest
in any Nonbanking Company (1) that does not
engage in any activities in the U.S.; or (2) the
U.S. activities of which, pursuant to Section
211.23(f)(5) of Regulation K, are to the same
kind of activities or related to the activities the
company primarily conducts outside the U.S
This exception does not apply, however, to
interests held by a FBO through a BHC or bank
organized under U.S. law, or through an Edge or
agreement corporation;

•

Public Welfare Investments: Public welfare
investments subject to prior-notice or post-notice
filing requirements with federal banking
agencies (such as CD-1 or H-6), if held through a
company that has been reported on the FR Y-10
and that is principally engaged in community
development or public welfare investment
activities;

Subsequent Events: Once a Reporter has reported the
acquisition of a reportable interest in a Nonbanking
Company, the following events become reportable:

13
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.

15

Deleted: An eyFor example, a(not yet foreclosed)
Contrarily, a

DRAFT –11/22/2011
•

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.

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. 14 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.
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
Nonbanking 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

14
As noted in the instructions for Item 13.a of this
schedule, a Reporter that in the aggregate controls 25
percent or more of more than one class of the Nonbanking
Company’s voting shares need only report the class of
which the Reporter controls the highest percentage (the
“highest class”). If two or more classes could each be
considered the highest class, a Reporter must report each
such class, if held by different direct holders. A Reporter
must file a separate Nonbanking Schedule for each direct
holder through which the Reporter controls shares of the
highest class, but need not file any schedule for a direct
holder through which the Reporter controls only shares of
classes other than the highest class.

incorrectly and has been corrected with the
information provided.

Item l.a – Event Type
Check all the event type box(es) that apply. 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 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."
Note: If the acquired going concern has one or more
subsidiaries, the Reporter must file a separate
Banking or Nonbanking Schedule (as appropriate)
for each subsidiary.
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 16. Item 12 should be left
blank.
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

16

Deleted: Check the event type box(es) that best
describes the event type being reported

DRAFT –11/22/2011
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 12, and report the former
direct holder's (the seller's) name and location in Item
16. If the event results in any change in legal
authority, also report the new legal authority code in
the Activity and Legal Authority Section.
Note: Report any partial internal transfer of a
previously reported 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
transferring direct holder should report by following
the directions for reporting a “Change in Ownership”.
The acquiring direct holder need only report the date
of the event in Item 1.b, the Nonbanking Company’s
legal name in Item 2.a, and complete the Ownership
Section, as appropriate, excluding Item 16. 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: Denote any of the following:
an 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 13.a of the Ownership
Section; a 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 a 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
Nonbanking Company, or other causes. To report,
check the event type box next to "Change in
Ownership," report the date of the event in Item l.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 12, 13, 14, 15, and, 16 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.
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 (apply
the definition of control in the Glossary). 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

17

DRAFT –11/22/2011
interest no longer reportable and follow the
instructions for reporting that event type. Event types
that will render an interest no longer reportable
include "External Transfer," "Liquidation," and
"Became Inactive.” Event types that may render an
interest no longer reportable include "Change in
Ownership," and "Change in Activity or Legal
Authority."

•

Note: If reporting a company, which has subsidiaries,
as "No Longer Reportable," please report the
disposition of each subsidiary. Typically the
disposition of a company’s interest in a subsidiary
may be reported as an “External Transfer,”
“Internal Transfer,” “Liquidation,” or “Became
Inactive,” as appropriate.
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."
Became Reportable: Any transaction that renders
reportable a Reporter’s interest in a Nonbanking
Company that is already a going concern, but does
not involve the Reporter’s initial acquisition of an
interest in, or formation of, that Nonbanking
Company. To report, check the event type box next to
"Became Reportable," report the date of the event in
Item 1.b, and complete all sections of the schedule.
Other: If none of the listed event types adequately
describes the reportable event, check the box next to
"If other, please describe," and provide a text
description in the space provided.

Acquisition of a Going Concern or full or partial
sale or transfer: the first day the reportable
company was acquired by the direct holder;

Deleted: on which the new Nonbanking

•

External Transfer: the last day the reportable
company was held by the direct holder;

•

Internal Transfer: the first day a reportable
company was held by a direct holder;

•

Change in Ownership: the first day the reportable
direct holder’s ownership level changed;

Deleted: last
Deleted: the
Deleted: the
Deleted: date

•

Liquidation: the last day the Bank Company was
held by the direct holder;

Deleted: date on which the Nonbanking
Company ceased engaging in business

•

Became Inactive: the last day on which the
Nonbanking Company ceased engaging in
business;

Deleted: date

•

Change in Characteristics: the first day the
Banking company’s characteristics changed;

Deleted: date

•

Change in Activity or Legal Authority: the first
day the activity or legal authority changed;

•
•

Deleted: on which the name change, relocation,
or other change became legally effective

Became Reportable: the first day on which the
Nonbanking Company became reportable.

•

BHC A is reporting the inactivity of
Nonbank 1. The last day Nonbank 1 was
active and open for business was on Friday,
January 5. The date of event should be the
last day the reportable company was open Friday, January 5.

•

BHC B is reporting the liquidation of
Nonbank 2. The last day Nonbank 2 was
active and open for business was
Wednesday, March 22. The date of event
should be the last day the reportable
company was open - Wednesday, March 22.

•

BHC C is reporting the internal transfer of
Nonbank 3 from Nonbank 4 to Nonbank 5.
The last day Nonbank 4 held Nonbank 3
was Monday, June 10. The date of event
should be the first day the reportable
company was held by the direct holder
(Nonbank 5) - Tuesday, June 11..
BHC D is reporting the acquisition of
Nonbank 6. The date Nonbank 6 was
acquired by BHC D is Tuesday, September
15. The date of event should be the date the

•

Deleted: date
Deleted: on which a Nonbanking Company
commenced a new activity or terminated a
previously reported activity
Deleted: Change in Legal Authority: the date on
which the activity is conducted under a new legal
authority.

Examples:

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect as follows:
•

Deleted: date

De Novo Formation: the first day the new
reportable company opened for business;

18

Deleted: date

Deleted: last
Deleted: first
Deleted:
Deleted: The date of event should be the last
first day the reportable company was held by the
direct holder - Monday, June 10.¶
Deleted: date
Deleted: of consummation of the transaction,
sometimes alternatively described as the date of
closing

DRAFT –11/22/2011
reportable company was acquired by the
direct holder - Tuesday, September 15.

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 (Physical Location);
State/Province, Country, Zip/Postal Code, and
State or Country (if foreign) of Incorporation
Use the U.S. Postal Service address to provide the
current city, county, state/province, country,
zip/postal code for the head office of the Nonbanking
Company. Report the nine-digit zip code, if available.
To determine the appropriate address to report, please
see the definition of physical location defined in the
Glossary. Also report the state or country (if foreign)
of incorporation.

•
•

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 is a subsidiary of an insured
depository institution that, as authorized under 12
U.S.C. §§ 24a, 335, or 1831w, engages in activities
not permissible for the insured depository institution
itself.
Item 6 – SEC Reporting Status Check the box
corresponding to the Nonbanking Company’s
current SEC reporting status:
•

•

Item 3.b – If Relocation or Correction, Prior City
and County (Physical Location), State/Province,
Country, Zip/Postal Code, and State or Country
(if foreign) of Incorporation
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. Also report the state or country (if
foreign) of incorporation.
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
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;
• 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

Not Applicable- This box should be
checked if the Nonbanking Company is not
subject to any of the other check box
selections described for this item. For
example: A De Novo bank that is not subject
to sections 13(a) or 15(d) of the Securities
Exchange Act of 1934.
Subject to 13(a) or 15(d) of Securities
Exchange Act of 1934 and Section 404 of
SOX ActThis box should be checked if the
Nonbanking Company meets the
requirements to file annual and other
periodic reports pursuant to section 13(a) or
15(d) of the Securities Exchange Act of
1934 and is also subject to Section 404 of
the Sarbanes-Oxley Act of 2002, regardless
if the Nonbanking Company has a delay in
reporting under Section 404 of the SarbanesOxley Act of 2002.
Note: Pursuant to section 12(i) of the
Securities Exchange Act of 1934, the
Federal Reserve has delegated authority to
act on behalf of the Securities and Exchange
Commission to collect reports from nonbank
subsidiaries of state member banks.
Therefore, nonbank subsidiaries of state
member banks should apply the same SEC
reporting requirements pursuant to section
13(a) and 15(d) of the Securities Exchange
Act of 1934 and should check this box if
such periodic SEC reports are filed to the
Board of Governors instead of the Securities
and Exchange Commission.

•

Subject to 13(a) or 15(d) of Securities
Exchange Act of 1934, but not Section 404
of SOX Act-

19

Deleted: ,and

Deleted: and

Deleted: and

DRAFT –11/22/2011
This box should be checked if the
Nonbanking Company is required to file
annual and other periodic reports pursuant to
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 Nonbanking Company has a
delay in reporting under Section 404 of the
Sarbanes-Oxley Act of 2002.
•

The six-digit CUSIP number may change, for
example when:

•

•

The largest U.S. subsidiary Nonbanking
Company with an active CUSIP number 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. If there is a change
as to which company is the largest U.S.
subsidiary Nonbanking Company with an active
CUSIP number (when reviewing the most recent
December 31 financial data), begin reporting
information on the new subsidiary starting
January 30 the following year.

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
Nonbanking Company has terminated or
suspended duties to file periodic reports
under section 13(a) or 15(d) of the Securities
Exchange Act of 1934 for reasons specified
by the SEC regulations.

Item 7 – CUSIP Number
The Reporter must report the most recently assigned
and currently active six-digit CUSIP number for the
Reporter’s largest subsidiary Nonbanking Company
in the U.S with an active CUSIP number. A CUSIP
number identifies most securities, including (1)
stocks and debt (including subordinated issues) 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. The first six digits (leading six
digits) should be reported in the boxes on Item 7.

•

of the Reporter as of the most recent December
31 and ranking the percentages from the highest
to lowest (with the resulting entity with the
highest percentage value). If available, please
use total assets reported on Federal Reserve or
FFIEC regulatory reports.

The last three digits of the nine-digit CUSIP
number are not sufficient to accommodate all
outstanding issues (greater than 999) and an
additional issuer (six-digit) CUSIP number is
assigned; or
Changes occur to the corporate name, whether or
not associated with a merger or reorganization;
or
Reverse stock splits of corporate shares occur.

Note: A change in the CUSIP number is a reportable
event on the FR Y-10 as a “Change in
Characteristics.”
The largest subsidiary Nonbanking Company in
the U.S. with an active CUSIP number is
determined by dividing the total assets of each
U.S. subsidiary Nonbanking Company with an
active CUSIP number by the consolidated assets

Exclusions:
•

Do not report any CUSIP numbers associated
with entities that are nonsurvivors of mergers. In
the event of a merger, the nonsurvivor’s debtrelated 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 CUSIP numbers associated with
securitization vehicles and issuers of trust
preferred securities.

•

Do not report any CUSIP numbers associated
with money market instruments 15 such as
certificates of deposit, medium-term notes 16, and
commercial paper. Do not report historical
information on CUSIP numbers that existed prior
to December 31, 2005.

Item 8 – Tax ID Number
Enter a 9-digit number for the reporter and its
reportable Nonbanking entities. A federal tax
identification number (also known as an employer
identification number or EIN) is a nine-digit number
15

16

However, subordinated issues should be included.

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

20

DRAFT –11/22/2011
assigned solely to a business by the Internal Revenue
Service. The Tax ID Number is required only for
entities located in the United States.

Item 9 – 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. Note that
a reportable change in nonbank company 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
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 17
Item 10 – 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 "If other, please describe" and provide a text
description.
Item 11 – Is the Nonbanking Company
Consolidated in the reporter’s Financial
Statements? (for certain types of foreign offices)
Answer this question only if the Nonbanking
Company is one of the following “foreign” offices:
(a) Consolidated subsidiary in a foreign country; or
(b) Majority-owned Edge or agreement subsidiary.
Check “Yes” only if the Nonbanking Company is
consolidated in any subsidiary domestic commercial
bank’s Consolidated Reports of Condition and
Income (FFIEC 031) within the reporter’s
organization. Otherwise, check “No.”
Note: A consolidated subsidiary in Puerto Rico or a
U.S. Territory or possession is a “foreign” office.

Ownership Section
Item 12 – 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 13.a – 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. If needed,
see the instructions on page Nonbanking-16(and
accompanying footnote) of these instructions for
further information on multiple classes of voting
shares and multiple direct holders.
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 and reported by
checking the box next to “>50% to <80%”.
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 by checking the box
next to “>50% to <80%”; and if the percentage is
greater than 0 but less than 1, report the percentage
by checking the box next to “<25% but 25% or more
in the aggregate or otherwise controlled elsewhere
within the organization”.
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.

17

Companies formed to issue trust preferred securities typically
are reported as "Other company".

21

Comment [nph1]: Vanessa, please make sure
this is the correct page reference when the
instructions are finalized.
Deleted: 2

DRAFT –11/22/2011
Interests in Partnerships or Limited Liability
Companies: Report these interests as described in
Item 13.c.
Item 13.b – Other Interest
Only if the Reporter has left Item 13.a blank, check
the box next to “Yes” 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, 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. Otherwise, check the box
next to “No.”

standard. The Reporter should follow the “control”
standard set forth in the Glossary in determining the
reportability of investments made under subpart A
of Regulation K. The Reporter should refer to the
Regulation K definitions of “subsidiary” (12 CFR
section 211.2(w)), “joint venture” (12 CFR section
211.2(p)), and “portfolio investment” (see 12 CFR
sections 211.2(u) and 211.8(c)(3)(i)) for purposes of
characterizing the nature of the investment under
Regulation K and responding to this report item.
Under Regulation K:
•

Item 13.c – Interests in Partnerships or Limited
Liability Companies
If the reportable company is a limited company as
indicated in Item 10, check the appropriate box to
indicate the ownership interest the direct holder has
in the reportable company: “General
Partner/Managing Member” or “Limited
Partner/Non-Managing Member.”
Item 14 – 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 found in
the definition of “control” in the Glossary.
Item 15 – Regulation K, Subpart A Investments
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.). This item is intended to indicate the character
of the investment under subpart A of Regulation K.
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 relies on the Regulation Y standard of
control, found in the definition of control found in the
Glossary, for determining the reportability of
investments in Nonbanking Companies, regardless of
the authority 18 (e.g., Regulation K or Y) under which
those investments were made. The control standard
applicable under Subpart A of Regulation K differs in
some respects from the Regulation Y control
18

Those investments that are made under authority of Subpart A
of Regulation K that are not reportable on the FR Y-10 are subject
to the internal record-keeping requirements described in SR 02-2,
and may be reportable on the FR Y-6 or Y-7 in accordance with
the specific instructions to that reporting form.

•

•

A Nonbanking Company is a subsidiary of a
Reporter for purposes of Item 15 if the Reporter
directly or indirectly holds more than 50 percent
of the Nonbanking Company's voting shares, or
the Nonbanking Company is otherwise
controlled or capable of being controlled by the
Reporter or an affiliate under any authority.
Among other circumstances, an investor is
considered to control an organization if: the
Reporter or an affiliate is a general partner of the
Nonbanking Company; or the Reporter and its
affiliates directly or indirectly own or control
more than 50 percent of the equity of the
Nonbanking Company. See 12 CFR 211.2(w).
An investment in a Nonbanking Company is a
joint venture of a Reporter for purposes of Item
15 if the Nonbanking Company is not a
subsidiary of the Reporter (as defined
immediately above), but the Reporter or an
affiliate directly or indirectly holds 20 percent or
more of the Nonbanking Company's voting
shares under any authority. See 12 CFR
211.2(p).
An investment in a Nonbanking Company is a
portfolio investment of a Reporter for purposes
of Item 15 if the total direct and indirect
investments by the Reporter and its affiliates in
the Nonbanking Company, when combined with
all other shares in the Nonbanking Company
held under any authority, do not exceed: 40
percent of the total equity of the organization; or
19.9 percent of the Nonbanking Company’s
voting shares. See 12 CFR 211.8(c)(3)(i), and
also 12 CFR 211.2(u).

Item 16 – Former Direct Holder's Name and
Location
Provide the name and location of the former direct
holder if Event Type reported in Item l.a is an
External or Internal Transfer.

Activity and Legal Authority Section
22

Deleted: general partner interests in limited
partnerships or managing member interests in
limited liability companies, and partner interests in
general partnerships and limited liability
partnerships, by checking the box next to “<25% but
25% or more in the aggregate or otherwise
controlled elsewhere within the organization” in
Item 13.a, and completing Item 13.b Report limited
partner interests in limited partnerships and limited
liability limited partnerships, as well as
nonmanaging member interests in limited liability
companies, by completing Item 13.b but not Item
13.a.
Deleted: ¶
Item 13.b. - Percentage of Nonvoting Equity: Only
if the Reporter has left Item 13.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.¶
¶
Deleted: c
Deleted: (except as described above for certain
interests in partnerships and limited liability
companies)
Deleted: 14

DRAFT –11/22/2011

Item 17.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 17.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 17.c – Termination of Activity
Report the termination of any previously reported
primary or secondary activity.
FRS Legal Authority Code
Consult the Appendix of these instructions and
choose the appropriate FRS legal authority code
under which this activity is being conducted. If still
unsure, consult your organization’s legal counsel.

Deleted: A

NAICS Activity Code
(North American Industry Classification System
(NAICS) Activity Codes)
Select a five or six-digit NAICS code from the U.S.
Census Bureau's website
http://www.census.gov/eos/www/naics/

Deleted: Consult Appendix B
Deleted: ) 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

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.

23

DRAFT –11/22/2011
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
each company 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.
Note: The following event types are not reportable on
a Merger Schedule:
• The disposition of banking or nonbanking
subsidiaries of merged (nonsurviving) entities.
Complete other FR Y-10 schedules, as
appropriate, for these reportable business events.
• Banking or nonbanking companies that, as a
result of a merger, become non-reportable.
Changes to the status of these entities should be
reported on the appropriate Banking or
Nonbanking Schedule.
Reportable Events

To report these types of events, complete the Merger
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.
Comment [nph2]: Vanessa, could you please
remove the slash after the word “Nonsurvivor” in
the 2nd box.

To report this type of event, complete the 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.

The following are event types reported on this
schedule.
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:

To report this type of event, complete the Merger
Schedule.
Non-reportable Events
Mergers Involving an External Transfer:

Company B merges with and into Company A, with
Company A as the surviving company:

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. Do not report this type
of merger on this schedule. Instead, report on the

24

DRAFT –11/22/2011
Banking Schedule or Nonbanking Schedule, as
appropriate for the company being transferred
(Company A in this case), following the instructions
for "External Transfer." Note: If a bank is the only
subsidiary held by a BHC, and the subsidiary bank
merges, one of the following events should be
reported: No longer reportable, the BHC liquidated,
the BHC was merged, or the BHC was acquired as a
lower tier BHC.
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 – First Full Calendar Date the Nonsurvivor
No Longer Exists
All information provided for a particular transaction
date or effective date should reflect the structure of
the organization on the first full calendar date the
nonsurvivor no longer exists.
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 nonsurviving company became a branch of the
surviving company.

25

DRAFT –11/22/2011

Specific Instructions for the 4(k)
Schedule (FR Y-10)
What to Report
Use this schedule to fulfill legal obligations of FHCs
under Section 4(k) of the Bank Holding Company
Act to notify the Federal Reserve System within 30
days of commencing a new 4(k) activity by acquiring
a controlling interest in a going concern or a de novo
company, or making certain large merchant banking
or insurance company investments. To determine if a
FHC controls a Nonbanking Company, apply the
standard for “control” found in the Glossary section
of these instructions.
Note: In some instances a Reporter must complete
a Nonbanking Schedule in addition to completing
this schedule.

Reportable Events
The following event types are reportable on this
schedule. New Activity Commenced Directly by a
FHC or 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 l.a check the box next
to "New Activity Commenced Directly by a FHC or
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 five or six-digit 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 Glossary section of these
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 activities are commenced,
complete additional schedules, as needed. In Item l.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 Glossary section of these
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 activities are commenced, complete
additional schedules, as needed. In Item l.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 five or six-digit 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."
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 post-transaction
notice on this schedule. Note: If commencement of

26

Deleted: ,

DRAFT –11/22/2011
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.
Large Merchant Banking Investments or Insurance
Company Investments as a New Activity:
Commencement of large 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 directly or indirectly 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.
Large Merchant Banking Investments or Insurance
Company Investments: A large merchant banking
investment or insurance company investment by a
FHC is reportable if: a) the FHC directly or indirectly
acquires more than 5 percent of a Nonbanking
Company's voting shares or assets or total equity and
b) 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 Y10. 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 subsidiary as well as through a
SBIC, the entire investment is treated as the
large merchant banking investment, and is subject to
the reporting criteria. Note: Large merchant banking
and insurance company investments are exempt from
reporting on the Banking and Nonbanking Schedules.
Check box if correction: Check this box at the top
of the 4(k) Schedule to indicate that previously
reported information was filed incorrectly and has
been corrected with the information provided.

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 Directly by a
FHC or Through an Existing Subsidiary;

•

New Activity Commenced Through
Acquisition of a Going Concern;

•

New Activity Commenced Through a De
Novo Formation;

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event legally took effect:
•

For a New Activity Commenced Directly by a
FHC or Through an Existing Subsidiary, report
the date the activity commenced;

•

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 the
Appendix of these instructions and choose the
appropriate FRS legal authority code under which
this activity is being conducted.
NAICS Activity Codes
(North American Industry Classification System
(NAICS) Activity Codes)
Select a five or six-digit NAICS code from the
Census Bureau website (provided below):
http://www.census.gov/eos/www/naics/

Deleted: A

Deleted: Consult Appendix B
Deleted: for commonly reported activities and
select a five or sixdigit code that best describes the
activity being reported. If an appropriate code is not
listed in Appendix B, sSelect

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 Insurance Company
Investments Section
A large merchant banking investment or insurance
company investment by a FHC is reportable if 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 to

27

Deleted: Only the initial transaction should be
reported on this schedule when the company meets
the reporting criteria for the first time. Subsequent
changes to or divestiture investment are not
reportable.¶

DRAFT –11/22/2011
the FHC exceeds 1) $200 million; or 2) 5 percent of
the FHC's tier 1 capital, whichever is less.

to the nearest million. Changes to or divestiture of the
investment are not reportable events.

Item 1.a – Event Type (check one only)
Check the box that best describes the event type
being reported:
•
Initial Investment
•
Divestitures (or closure)
•
No Longer Reportable
•
Name Changes

Deleted: <#>Change to Initial Investment (Item
4)¶

Note: When reporting a change to item 4 or a
a divestiture, items 1 through 3 must be
completed.
Deleted: a

Item 1.b – Date of Event
Provide the calendar date of consummation of the
investment transaction.

Deleted: Item 1.b – Event Type (check one only)¶
Check the box that best describes the event type
being reported:¶
<#>Initial Investment¶
<#>Change to Initial Investment (Item 4)¶
<#>Divestiture (or closure)¶
¶
Note: When reporting a change to item 4 or a ¶
a divestiture, items 1 through 3 must be ¶
completed.¶

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 large merchant
banking or insurance company investment in the
Nonbanking Company (use the U.S. Postal Service
address). 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 large merchant banking or
insurance company investment has been made (use
the U.S. Postal Service address).
Item 4 – Direct Holder's Investment in
Nonbanking Company
Report the percentage amount 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 to
the FHC (in millions of U.S. dollars)
Report the initial aggregate cost of the FHC's
investment, in millions of U.S. dollars, rounded down

28

DRAFT –11/22/2011

Specific Instructions for the
Domestic Branch Schedule

automated teller machines (ATMs)), and Internet and
Phone Banking locations where a customer can open
accounts, make deposits or borrow money.

What to Report

Note: A branch does not include Administrative
offices, Loan Production offices, Consumer Credit
offices, stand-alone ATMs, Contractual offices,
Customer Bank Communications Terminals (CBCT)
and Electronic Fund Transfer Units (EFTU).

Use this schedule to report the following information
for: 1) domestic branches and offices (hereafter
referred to as branches) of any domestic depository
institution (including thrifts and banking Edge and
agreement corporations) that is a subsidiary, directly
or indirectly, of a top-tier bank holding company
(BHC) 19, or 2) domestic branches of a state member
bank or a banking Edge/agreement corporation that is
not affiliated with a BHC:
•
•

•
•

•
•
•

Initial opening of a branch;
Acquisition of branches through a merger or
absorption, failure, or through a purchase and
assumption;
Sale of branches to another depository
institution;
Changes to the popular name, service type,
location, or other reportable characteristics of a
branch;
Closure of a branch;
Deletion of erroneously reported branch/office;
or
Changes to previously reported information.

Note: Report branches acquired through a failure
under “Purchase of Branches.”
For purposes of this schedule, a domestic branch is
defined as: 1) a branch located in the fifty states of
the United States, which is a branch of a U.S.
depository institution; or 2) a branch located in the
U.S. territories, which is located in the same territory
as their head office depository institution. For
example: A Puerto Rican branch of a Puerto Rican
bank is considered domestic and should be reported
on this schedule.
For purposes of this report item, a branch is any
location or facility of a domestic depository
institution, including the main office, where any of
the following occur: accounts are opened, deposits
are accepted, checks are paid or loans are granted.
Reportable branches include, but are not limited to:
brick and mortar locations, drive in facilities,
mobile/seasonal offices, offices on domestic or
foreign military bases of government installations,
paying or receiving stations or units (not stand-alone
19

This schedule should not be submitted for U.S. chartered
depository institutions owned directly by a FBO.

Allowable exclusions:
• Address changes that result from changes in
street names or zip codes, with no actual change
in the physical location of the branch; and
• Relocations of less than 1,000 feet, if the move
does not involve a change of county.
The date reported for the opening of a branch should
reflect the actual opening date. For branches newly
acquired by the reporting head office through a
merger or acquisition, report the date the event
occurred. A Reporter may choose to separately
provide an attachment listing each of the branches
acquired in a merger or absorption. Reporters that
choose to use an attachment to report the acquisition
of branches through a merger or absorption (as
reported on the Merger Schedule) must contact the
appropriate Federal Reserve Bank for further
instructions on the format of the
attachment.
When to Report
Information must be received at the appropriate
Federal Reserve Bank within 30 calendar days of the
occurrence of a reportable event. Reporters may
choose to file all reportable events occurring in a
month at one time (for example, at month-end) as
long as each reportable event is received within 30
calendar days of its occurrence.
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 all the event type box(es) that apply. Do not
report events that occur on separate dates on the same
schedule.
• Opening (De Novo);
• Purchase of Branches;
• Acquisition of Branches Through
Merger/Absorption;
• Sale of Branches;
• Closure;
• Relocation;

29

Deleted: Check the box that best describes the
event type being reported. Generally, only one event
type should be checked unless reporting multiple
events such as a relocation and name change.¶

DRAFT –11/22/2011
•
•
•
•

Popular Name Change;
Change in Service Type;
Deletion of Erroneously Reported
Branch/Office; or
If Other, please describe event type. (If none of
the listed event types adequately describes the
reportable event, check the box next to “If other,
please describe event type,” and provide a text
description in the space provided.)

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect.

Characteristics Section
Item 2 – Check Applicable Service Type
Check the box that best describes the service type of
the branch:
• Full Service – A branch that accepts
deposits, makes loans, opens/closes
accounts, has a loan officer and full-time
staff on site, maintains normal hours, and
may have safe deposit facilities on site. The
site may be owned or leased by the
institution or located in a retail facility such
as a supermarket.
• Limited Service – A branch that accepts
deposits and payments; however, it may not
offer other services. Examples include a
Military Facility that operates on a military
base for the sole purpose of cashing military
and government payroll checks, a drivethrough facility that can accept deposits and
make payments but may not offer other
services, a mobile/seasonal or otherwise
temporary branch that may not have a fixed
location or is only open for a limited period,
or a limited service facility located in a retail
establishment.
• Trust – An office that only conducts trust
activities and does not accept deposits.
• Electronic Banking - A facility with phone,
PC, and/or website services through which
customers can open accounts, apply for
loans, make fund transfers into accounts and
other types of electronic transactions from a
remote location.
Item 3.a – Popular Name
Provide the popular name of the branch being
reported. Please include the word mobile in the
popular name of a mobile office. Each popular name
in the branch structure should be unique.

Item 3.b – Prior Popular Name
Provide the prior popular name, if reporting a name
change.
Item 4.a – Current Address (Physical Location)
Use the U.S. Postal Service address to provide the
current street address, city, county, state, country, and
zip/postal code for the branch. The location reported
should be the physical location of the branch, a post
office box as the street address. Report the nine digit
zip code, if available. When reporting the current
address for an Electronic Banking branch, use the
address of the operations center that performs the
back room operations associated with this activity.
When reporting the current address for a mobile
branch, use the address of the main office. To
determine the appropriate address to report, please
see the definition of physical location defined in the
Glossary.

Deleted: Provide

Item 4.b – Previous Address (if changes have
occurred)
In the event of relocation or correction, use the U.S.
Postal Service address to provide the prior street
address, city, county, state, country and zip/postal
code of the branch.
Item 5 – Head Office Legal Name and Location
Use the U.S. Postal Service address to provide the
legal name of the head office, and its current
location: city, state, country, and zip/postal code.
Changes to head office information should be
reported on the Banking Schedule.

Deleted: Provide

Item 6 – Branch Sales or Purchases
Provide the name and address of the depository
institution that either sold the branches to your
organization or purchased the branches from your
organization as reported in Item 1.a, Event Type.
Also, in the applicable space, provide the number of
branches only when reporting the following types of
transactions:
• Sale of branches through a partial purchase and
assumption transaction; or
• Purchase of branches through a partial purchase
and assumption transaction.
For purposes of reporting the Domestic Branch
Schedule, a partial purchase and assumption
transaction is defined as the sale or purchase of one
or more branches, but not all branches, to or from
another depository institution. For example, Bank A
is engaging in a partial purchase and assumption
transaction when it sells three of its six branches to
Bank B.

30

DRAFT –11/22/2011
A Reporter may choose to separately provide an
attachment listing each of the branches sold or
purchased through a partial purchase and assumption
transaction. Reporters that choose to report these
types of transactions using an attachment must
contact the appropriate Federal Reserve Bank.

31

DRAFT –11/22/2011

Specific Instructions for Foreign
Branches of U.S. Banking
Organizations Schedule

•
•
•
•

What to Report

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect.

Use this schedule to report the following changes in
organizational structure:
• The initial opening of foreign 20 branches of U.S.
banking organizations and of banks located in
the U.S. territories. This includes branches of
• member banks;
• Edge or agreement corporations; or
• bank holding companies
It also includes branches of foreign subsidiaries
of the above if located in a different foreign
country than the foreign subsidiary;
• Changes to the location or other reportable
characteristics of the entities listed above; or
• Closing and surrender of licenses of a reportable
entity.
The date reported for the opening of an office should
reflect the actual opening date. For purposes of this
schedule, the actual opening date occurs when the
first accounting entry is made. For offices newly
acquired by the reporting head office through a
merger or acquisition, report the opening date as the
date the office was acquired.
Include any entity that, although inactive, continues
to retain its license. Note: For purposes of this
schedule, an inactive foreign branch is reportable
until it surrenders its banking license.
Check box if correction: Check this box to indicate
that previously reported information is incorrect and
should be corrected with the information provided.
Item 1.a – Event Type (check all that apply)
Check the box that best describes the event type
being reported:
20

Foreign or foreign country 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. (Section 211.2(i) of Regulation
K.) With respect to territorial banks, report on this schedule
information about branches located outside the country of the head
office. For example: A Puerto Rican branch of a non Puerto Rican
head office and any non Puerto Rican branch of a Puerto Rican
head office should be reported on this schedule.

Opening;
Closure;
Relocation, or
If Other, please describe event type.

Item 2 – Office Type
Check the box that best describes the office type
being reported:
• Full-Service Branch;
• Shell Branch;
or
• Other (i.e., foreign office of a U.S. nonbank
entity or a foreign subsidiary)
Item 3 – Date of Board Consent or Prior
Notification (if applicable)
Provide the date of the Board consent or prior
notification to establish this branch. Note: This item
is only applicable when reporting the opening of a
foreign branch.
Item 4 – Popular Name
Provide the popular name of the office being
reported.
Item 5.a – Current Address (Physical Location)
Use the U.S. Postal Service address to provide the
current street address, city, province, country, and
zip/postal code for the office. The location reported
should be the physical location of the office which is
not necessarily its legal location. Do not use a post
office box as the street address.
Item 5.b – Previous Address (if changes have
occurred)
In the event of relocation or correction, use the U.S.
Postal Service address to provide the prior street
address, city, province, country, and zip/postal code
of the office.
Item 6 – Head Office Legal Name and Location
Provide the legal name of the head office and its
current location: city, state, country, and zip/postal
code.

32

Deleted: Provide

Deleted: one only

DRAFT –11/22/2011

Specific Instructions for Branch,
Agency, and Representative Office
of Foreign Banking Organizations
(FBOs) Schedule (BARO Schedule)
What to Report
Use this schedule to report the following changes in
organizational structure:
• The initial opening of U.S. branches, agencies,
and representative offices, including managed
non-U.S. branches of FBOs;
•
The initial opening of U.S. representative offices
of foreign bank subsidiaries of FBOs whose only
U.S. presence is through the representative
office;
• The initial licensing of a U.S. branch or agency
that is required to file the FFIEC 002 report and
has not yet opened for business;
• Changes to the location or other reportable
characteristics of the entities listed above; or
• Closing and surrender of licenses of a reportable
entity.

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect.
Item 2 – Office Type (including Managed NonU.S. Branches)
Check the box that best describes the office type
being reported:
• Branch;
• Agency; or
• Representative Office
Item 3 – Popular Name
Provide the popular name of the office being
reported.
Item 4.a – Current Address
Use the U.S. Postal Service address to provide the
current street address, city, county (if applicable),
state, country, and zip/postal code for the office. The
location reported should be the physical location of
the office which is not necessarily its legal location.
Do not use a post office box as the street address.
Report the nine-digit zip code, if available.

The date reported for the opening of an office should
reflect the actual opening date. For purposes of this
schedule, the actual opening date occurs when the
first accounting entry is made. For offices newly
acquired by the reporting head office through a
merger or acquisition, report the opening date as the
date the office was acquired.

Item 4.b – Previous Address (if changes have
occurred)
In the event of relocation or correction, provide the
prior street address, city and county (if applicable),
state, country, and zip/postal code of the office. Do
not use a post office box as the street address. Report
the nine-digit zip code, if available.

Include any entity that, although inactive, continues
to retain its license.

Item 5 – Head Office Legal Name and Location
Provide the legal name of the head office and its
current location: city, province, country, and
zip/postal code.

Check box if correction: Check this box to indicate
that previously reported information is incorrect and
should be corrected with the information provided.

Deleted: Provide

Deleted: one only

Item 1.a – Event Type (check all that apply)
Check the box that best describes the event type
being reported:
• Opening;
• License Issued;
• Relocation;
• Change in Office Type;
• Became Inactive;
• License Surrendered;
• Commenced Activities Through Managed NonU.S. Branch
• Ceased Activities Through Managed Non-U.S.
Branch; or
• If Other, please describe event type.

33

DRAFT –11/22/2011
Glossary Changes Only. Note that this is NOT the
complete glossary:

organization with respect to the information set forth
in the Report.

Administrative Office: An office that administers
transactions but does not engage in banking activities
that would be associated with branch banking such as
accepting deposits and cashing checks.

Bank: Any of the following, subject to the exception
noted below:
(i) Any national bank or state-chartered bank
(including any former savings association), the
deposits of which are insured in accordance with
the provisions of the Federal Deposit Insurance
Act; or
(ii) Any institution organized under federal law or the
laws of any U.S. state or territory that both (a) Accepts demand deposits or deposits that the
depositor may withdraw by check or similar
means for payment to third parties or others;
and
(b) Is engaged in the business of making
commercial loans.

Agreement Corporation: A state-chartered
corporation that has entered into an agreement or
understanding 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.

Exception: The term “bank” does not include
institutions that are exempt from the BHC Act
definition of bank under 12 U.S.C. § 1841(c)(2), such
as savings associations, limited purpose trust
companies, credit unions, limited purpose credit card
banks, and industrial loan companies.

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, and Edge and
agreement corporations are the largest as of 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 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, unless exempt from the BHC Act
definition of bank holding company under 12 U.S.C.
§ 1841(a)(5).

Structure Reports
(FR Y-10, FR Y-6, FR Y-7)

Glossary
Affiliate: A company that controls, is controlled by,
or is under common control with another company.

Authorized Official: An officer of the Reporter who
has the authority to; make representations, present
factual information, and legally bind the Reporting

Banking Company: A bank organized under U.S.
law, a bank holding company, or foreign banking
organization.
Banking Offices: Foreign branches of member
banks, BHCs, Edge and agreement corporations and
their foreign investment subsidiaries (other than in
the country of incorporation), managed non-U.S.
branches of FBOs, and U.S. branches, agencies, and
representative offices of FBOs.
Bearer Security: Any security that is not registered
to a particular party on the books of the issuing
company, and, therefore, all rights associated with
the security are assigned to the party that is in
possession of the security.
BHC Act: The Bank Holding Company Act of 1956,
as amended (12 U.S.C. § 1841 et seq.).

1

DRAFT –11/22/2011
Commercial Lending Company: Any organization,
other than a bank or an Agreement Corporation,
organized under the laws of any state that maintains
credit balances permissible for an agency and
engages in the business of making commercial loans.
This definition 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. Exception: the
definition of “Company” does not include any
corporation the majority of shares of which are
owned by the United States or by any state, nor
does it include qualified family partnerships as
defined in 12 U.S.C. § 1841(o)(10).
Consolidated Financial Statements: Statements that
present the results of operations and the financial
position of a parent company and its subsidiaries as if
the group were a single company with one or more
branches or divisions, after giving effect to the
elimination of intercompany balances and
transactions.
Consumer Credit Office: An office that provides
only consumer credit services to customers.
Contractual Office: An office that performs no
banking type transactions; however, staff provide
remedial services to clients.
Control: Company A controls Company B if any of
the following are true:1
• Company A controls 25 percent or more of any
class
of voting securities of Company B.2 For purposes
of this definition of control, limited partnership
interests are generally considered to be a class of
voting securities.3
• Company A elects a majority of Company B's board
of directors, trustees, general partners, or others with
similar management responsibilities under the
company's organizing documents;
• Company A is a general partner, managing member,
or trustee of Company B; or
1 As

used in this definition of control only, control by Company A
of shares or an interest refers to Company A's control in the
aggregate of shares or interests held directly by Company A and
indirectly by Company A through one or more subsidiaries. Other
references to Company A in this definition refer to Company A
acting directly or indirectly through any of its subsidiaries.

2 Definitions of "voting securities", "nonvoting shares", and "class
of voting shares", are provided in the Glossary under the entry for
"voting securities and related terms".
3 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."

• In certain situations, where Company A acquires all
or substantially all of Company B's assets.
In addition, Company A is deemed to control
Company B if any of the following are true (absent a
reporter's presentation of evidence of noncontrol to
the appropriate Federal Reserve Bank and the Federal
Reserve Bank's acceptance of such evidence):
• Company A has entered into a management
agreement with Company B under which Company
A exercises significant influence over Company B's
general management or overall operations;
• Company A controls more than 5 percent of a class
of voting securities of Company B, one or more
individuals serve as director or officer of both
Company B and Company A, and no person
unaffiliated with Company A controls 5 percent or
more of Company B;
• Company A controls more than 5 percent of a class
of voting securities of Company B and together with
directors or officers of Company A controls more
than 25 percent of a class of voting securities of
Company B;
• Company A controls 10 percent or more of a class
of voting securities of Company B and an individual
serves as both a director or officer of Company B
and a director or officer of Company A; or
• Staff at the Board or the appropriate Federal
Reserve Bank has informed the reporter that, for
purposes of the FR Y-6, Y-7, and Y-10, Company A
is deemed to control Company B.
Customer Bank Communications Terminals:
These terminals are similar to ATM machines.
De Novo: A newly chartered bank or company, a
newly opened branch or office, or a newly
commenced activity.
Depository Institution: An institution defined in 12
CFR § 225.2(t) or 12 CFR § 204.2(m)(1).
Directly / Indirectly:
Directly – An entity that conducts activities or makes
investments on its own, and not through any of its
subsidiaries, is considered to conduct those activities
and make those investments directly.

2

DRAFT –11/22/2011

Edge Corporation: A corporation chartered under
Section 25A of the Federal Reserve Act to engage in
international banking and financial operations.
Electronic Funds Transfer Units: These are
physical units that perform limited banking type
transactions.
Employee Stock Ownership Plan (ESOP): A stock
ownership plan whereby employees purchase shares
of their company’s stock.
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,
controls a bank organized under U.S. law, or controls
an Edge or agreement corporation, and any company
of which a foreign bank is a subsidiary.
Foreign Investment: An investment made or interest
acquired in a company pursuant to Subparts A or C
of Regulation K (12 CFR § 211).
Functionally Regulated Subsidiary: Any subsidiary
that is not a BHC or a depository institution and is
regulated by one of the following domestic
regulators: State securities department, State
insurance commissioner, SEC, or CFTC. Companies
subject to functional regulation are:
(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).
Note: Companies may be required to be registered
with the SEC due to their publicly held status without
necessarily qualifying as functionally regulated by
the SEC as a securities broker-dealer, investment
adviser, investment company, or company that
engages in commodity futures trading.
Insurance Company: A company licensed to sell
insurance products or to underwrite or reinsure
insurance products either for coverage of third-parties
or for the self-insurance programs of a bank holding
company and its affiliates.
Legal Authority Code: A code designated by the
Federal Reserve Board (see Appendix), used to
describe the authority for which an activity is being
conducted.

Deleted: A

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).
Limited Partnership: A partnership that has one or
more partners who are liable for the partnership’s
debts, liabilities, and other obligations (general
partners) and one or more partners who are not liable
for the partnership’s debts, liabilities, and other
obligations (limited partners).
Limited Liability Partnership: A partnership in
which none of the partners are liable for the
partnership’s debts, liabilities, and other obligations.

3

DRAFT –11/22/2011
Limited Liability Limited Partnership: A limited
partnership that is also a limited liability partnership.
Such a partnership has general partners, who manage
the partnership, and limited partners, who have no
management role, and none of their general or limited
partners are liable for the partnership’s debts,
liabilities, or other obligations.
Loan Production Office: A banking office that takes
loan applications and arranges financing for
corporations and small businesses, but does not
accept deposits. Loan applications are subject to
approval by the lending institution.
Managed Non-U.S. Branch: A banking branch of a
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
(Intentional for markup – glossary entry truncated.)
NAICS Activity Code: Use the North American
Industry Classification System (NAICS) Activity
Codes for commonly reported activities and select the
code that best describes the activity being reported.
Select a five or six-digit NAICS code from the U.S.
Census Bureau’s website:
http://www.census.gov/eos/www/naics/
Nonbanking Company: Any company other than a
bank, BHC, or FBO as those terms are defined in this
Glossary and in Section 2(c) of the BHC Act (12 U. S
.C. § 1841(c)). Nonbanking companies include
finance companies; savings associations, as defined
in 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 in Section 2(c)(2) of
the BHC Act (12 U.S.C. § 1841(c)(2)).
Nonbearer Security: Any security that is registered
to a particular party on the books of the issuing
company. The issuer of the nonbearer security is
required to maintain a record of ownership of the
security.
Nonfinancial Company: A nonfinancial company is
a company that is engaged in any activity that has not
been determined to be financial in nature or
incidental to a financial activity under section 4(k) of
the BHC Act (12 U.S.C. 1843(k)). Examples of
activities that are considered nonfinancial in nature
are: Telecommunications, Health Care,
Entertainment, Transportation, and Manufacturing.
Nonvoting Securities: Preferred shares, limited

partnership shares or interests, or similar interests, are
nonvoting securities if:
• any voting rights associated with the shares or
interests 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 partners (or
persons exercising similar functions) of the issuing
company.
Physical Location: The address at which the main
office of the entity is physically located, which is not
necessarily the entity’s legal location or place of
incorporation. It is not an e-mail address or a postoffice box.

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, such
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)).
Shell Branch: A limited service branch that does not
conduct transactions with residents, other than with
other shell branches, in the country in which they are
located. Transactions at shell branches are usually
initiated and effected by their head office or by other
related branches outside the country in which the
shell branches are located, with records and
supporting documents maintained at the initiating

4

Deleted: Consult Appendix B (Use
Deleted: )
Deleted: If an appropriate code is not listed in
Appendix B,
Deleted: sS

DRAFT –11/22/2011
offices. Examples of such locations are the Bahamas
and the Cayman Islands.
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.
Ultimate Parent: A top-tier company that is not a
subsidiary of any other company.
Unaffiliated State Member Bank (Unaffiliated
SMB): A state member bank that is not a subsidiary
of a BHC, FHC, or FBO.
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.
Deleted: (Intentional for markup – glossary entry
truncated.)
Deleted: 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 Please access activity
codes from the Census Bureau’s web site at:¶
¶
http://www.census.gov/epcd/www/naics.html¶
¶

5

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 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 Appendix A - 2

Appendix B -

*add foonote 1
here

FR Y-10
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)
1 In 2004, the

Board
Alphanumeric
Code
00AA
00AB
00BA
00BD
00BE

NAICS Code

NAICS Activity

551111
551112
52211
522293
522293

Offices of Bank Holding Companies

01AA
01LB

52222
522292

Sales Financing

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

09EA
11BA

52413
49211

Reinsurance Carriers

12AA

54161

Management Consulting Services

13AA
14AA
14AB
15AA

52239
53132
52231
52312

Other Activities Related to Credit Intermediation

17AA
20CC
21AA

52314
52221
52211

Commodity Contracts Brokerage

31BA

52411

Direct Life, Health, and Medical Insurance Carriers

31BB
31BC

523991
52231

Trust, Fiduciary, and Custody Activities

31BD
31BE

51821
56145

Data Processing, Hosting and Related Services

31EA
31IA
31LA
31MA

52239
541191
56151
52392

Other Activities Related to Credit Intermediation

31NA

52393

Investment Advice

31QA

52311

Investment Banking and Securities Dealing

Offices of Other Holding Companies
Commercial Banking
International Trade Financing
International Trade Financing

Real Estate Credit

Insurance Agencies and Brokerages

Couriers

Offices of Real Estate Appraisers
Mortgage and Nonmortgage Loan Brokers
Securities Brokerage

Credit Card Issuing
Commercial Banking

Mortgage and Nonmortgage Loan Brokers

Credit Bureaus

Title Abstract and Settlement Offices
Travel Agencies
Portfolio Management

Federal Reserve converted from
using alphanumeric activity codes to NAICS codes.
Effective June 30, 2007
Therefore, the codes in this column are no longer
January 1, 2012
used.

Appendix B FR Y-10
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

*add footnote 1
here like previous
page*

Board
Alphanumeric
Code

NAICS Code

31RA

52591

Open-End Investment Funds

31UA
32CA
32CB

52391
523991
52229

Miscellaneous Intermediation

32GA
32GB

524126
524113

Direct Property and Casualty Insurance Carriers

32GC

524128

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

90BD
90BN

52314
52391

Commodity Contracts Brokerage

90BQ

56144

Collection Agencies

91AC

323116

Manifold Business Forms Printing

91AQ

52313

Commodity Contracts Dealing

91AR
91AV

52312
541191

Securities Brokerage

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

NAICS Activity

Trust, Fiduciary, and Custody Activities
Other Nondepository Credit Intermediation

Savings Institutions
Credit Unions
International Trade Financing

Miscellaneous Intermediation

Title Abstract and Settlement Offices

Electric Power Generation

1

In 2004, the Federal Reserve converted from
using alphanumeric activity codes to NAICS
codes. Therefore, the codes in this column are no
longer used.

January 1, 2012
Effective June 30, 2007