Report of Changes in Organizational Structure

Board of Governors of the Federal Reserve System

Instructions for Preparation of

Report of Changes in
Organizational Structure
Reporting Form FR Y-10
Effective December 2011

INSTRUCTIONS FOR PREPARATION OF

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;

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.
FR Y–10
General Instructions

December 2011

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

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 Trust
(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.

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 FBO2 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.

Y-10. Note that a single transaction by a Reporter may
involve more than one reportable event:
• New Reporters: Any event that causes a company to
become a Reporter. See the Changes in Reporter Status
part of these instructions for further explanation and
reporting directions.
• Interests in Banking Companies: Acquisition, sale, or
transfer of a controlling interest in, or more than 5
percent of a class of voting securities of, an existing or
new BHC, bank organized under U.S. law, or FBO
(Banking Company for purposes of the FR Y-10);
changes in the level or type of ownership interest in a
Banking Company; cessation of business 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 reports3 about a Banking 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.

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
2. This reference to qualifying FBOs also pertains to FBOs that are
treated as qualifying FBOs as well as FBOs that have limited exemption.

GEN-2

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

General Instructions

FR Y–10
December 2011

General Instructions

• 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.
• Merchant Banking or Insurance Company Investments:
Certain large merchant banking investments or insurance company investments. See the 4(k) Schedule part
of these instructions for further explanation and reporting directions.
• Branches, Agencies, and Representative Offıces: The
opening, closing (with or without license surrender), or
liquidation of a branch, agency, or representative office
located in the United States and the commencement or
termination of the management by a U.S. branch or
agency of a non-U.S. branch of a FBO; and any
changes to information previously reported on Federal
Reserve structure reports about such offices. See the
Branch, Agency, and Representative Office of FBOs
Schedule part of these instructions for further explanation and reporting directions.
• Foreign Branches of U.S. Banking Organizations: The
opening, closing, or relocation of foreign branches of
unaffiliated member banks, BHCs, or Edge or agreement corporations, or of foreign subsidiaries of such
organizations; and any changes to information previously reported on Federal Reserve structure reports
about such offices. See the Foreign Branches of U.S.
Banking Organizations Schedule of these instructions
for further explanation and reporting directions.
• 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.
FR Y–10
General Instructions

December 2011

• 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 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
GEN-3

General Instructions

organization chart submitted with the Reporter’s FR Y-6
or FR Y-7 report.

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

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.’’

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.

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.

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).

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:
https://y10online.federalreserve.gov
GEN-4

Confidential Treatment

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 information for which confidential treatment is sought.
The Reporter also must submit a letter concurrent with
submission of the two-part FR Y-10, identifying the
General Instructions

FR Y–10
December 2011

General Instructions

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.
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.

FR Y–10
General Instructions

December 2011

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 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).

GEN-5

INSTRUCTIONS FOR PREPARATION OF

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 (Physical Location), 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 Shedule.
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.

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.

FR Y–10
Cover Page

December 2011

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 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 Offıcial, 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.’’

COV-1

INSTRUCTIONS FOR PREPARATION OF

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.1 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).2 To complete the Banking
Schedule, check the appropriate event type box(es),
provide the date of the reportable event(s), and complete
other items on the schedule as directed in the following
instructions.

Interests in Banking Companies
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.

1. A Reporter that is a Banking Company should use the Banking
Schedule to report information about itself.
2. 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.
FR Y-10
Banking Schedule

December 2011

Subsequent Events: Once a Reporter has acquired such an
interest in a Banking Company, the following events
become reportable:
• 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;
• 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.3 As long as the Reporter’s interest in the
Banking Company remains reportable, the Reporter must
report any subsequent acquisition of any additional interest in the Banking Company by any additional direct
holders.
Reporting Mergers: When a Banking Company is merged
into a Reporter or a Reporter’s subsidiary as part of the
same transaction in which the Reporter acquires the
Banking Company (i.e., the Banking Company no longer
3. 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.

BKG-1

Banking Schedule

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.
Acquisition of a Going Concern: Initial acquisition by a
direct holder of an interest in a Banking Company that is
a going concern. To report, check the event type box next
to ‘‘Acquisition of a Going Concern,’’ report the date of
the event in Item 1.b, and complete all sections of the
schedule. Subsequent acquisition by the same direct
holder of additional shares or other additional interest in
the Banking Company should be reported as a ‘‘Change
in Ownership.’’
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.
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.
Note: Report any partial external transfer of a previously
reported interest in a Banking Company as a ’’Change in
Ownership.‘‘
BKG-2

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.
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.
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.
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
Banking Schedule

FR Y-10
December 2011

Banking Schedule

Section, complete Items 12, 13, 14, 15, and 16 as
appropriate, to reflect the Change in Ownership.
Liquidation: Liquidation of a Banking Company in which
a direct holder previously had reported an interest. For
purposes of the FR Y-10, liquidation refers to final
distribution of assets, satisfaction of liabilities, and closing of capital accounts of a company, as opposed to sale
or transfer of the company. Liquidation may result from
voluntary dissolution or bankruptcy, and the liquidation
process typically ends with termination of the company’s
legal existence. To report, check the event type boxes
next to ‘‘No Longer Reportable’’ and ‘‘Liquidation,’’
report the date of the event in Item 1.b, the Banking
Company’s legal name in Item 2.a, and location in Item
3.a of the Characteristics Section.
Note: A Reporter need not file a FR Y-10 if liquidating a
company previously reported as ‘‘Became Inactive.’’
Change in Characteristics: Change of a Banking Company’s legal name or address, or any other change to
information previously reported. To report, check the
event type box next to ‘‘Change in Characteristics’’ and
report the date of the event in Item 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
FR Y-10
Banking Schedule

December 2011

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 re-activated, 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
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Banking Schedule

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:
• 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 changes;
• 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;
BKG-4

• 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 F - Tuesday 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; and
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,
and zip/postal code, of the Banking Company’s main
office. Do not use a post office box as the street address.
Report the nine-digit zip code, if available.
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. If U.S., report the state of incorporation
and if foreign report the country 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, and zip/postal code of the Banking Company’s
main office. Do not use a post office box as the street
address. Report the nine-digit zip code, if available. Also
report the state or country (if foreign) of incorporation. If
U.S., report the state of incorporation and if foreign
report the country of incorporation.
Banking Schedule

FR Y-10
December 2011

Banking Schedule

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.

Exchange Act of 1934 and not subject to the SarbanesOxley 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.

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.

• 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 6 - SEC Reporting Status

Item 7 - CUSIP Number

Check the box corresponding to the Banking Company’s current SEC reporting status:

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.

Item 5 - Fiscal Year End (FBOs and BHCs Only)

• Not Applicable–
This 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.
• Subject to 13(a) or 15(d) of Securities Exchange Act
of 1934 and Section 404 of SOX Act–
This 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 unaffıliated state member banks. Therefore, unaffıliated 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 ActThis 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
FR Y-10
Banking Schedule

December 2011

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:
• 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 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 debt-related CUSIP
numbers will remain in use until outstanding debt is
paid off since the entity will still service the debt.
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Banking Schedule

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 instruments4 such as certificates of
deposit, medium-term notes,5 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
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.
4. However, subordinated issues should be included.
5. Medium term notes are a type of money market instrument with an
average maturity of 4 to 6 years.

BKG-6

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
Banking Schedule

FR Y-10
December 2011

Banking Schedule

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 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/Non-Managing Member.
Item 14 - Control by Direct Holder
Check the appropriate box to indicate whether the direct
holder controls the Banking Company. To determine if
FR Y-10
Banking Schedule

December 2011

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 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.
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.
Item 17.c - Termination of Activity
Report the termination of any previously reported primary or secondary activity.
FRS Legal Authority Code
Consult Appendix A of these instructions and choose the
appropriate FRS legal authority code under which this
activity is being conducted. If you are still unsure,
consult your organization’s legal counsel.
BKG-7

Banking Schedule

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/epcd/www/naics.html.
Description of Activity
Provide a text description of an activity only if unable to
identify a five or six-digit NAICS code corresponding to
the activity.

BKG-8

Banking Schedule

FR Y-10
December 2011

INSTRUCTIONS FOR PREPARATION OF

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

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.1 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.2 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.

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 Forma1. 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.
2. A Reporter that is a Nonbanking Company should use the Nonbanking Schedule to report information about itself.
FR Y–10
Nonbanking Schedule

December 2011

tion.’’ 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 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.3
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 Company.4 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.

3. However, a Reporter need only report information in response to
Items 2.a, 3.a, 11, 12, and 13 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.
4. Some merchant banking or insurance company investments made
under authority of section 4(k) of the Bank Holding Company Act may be
reportable on the FR Y-10 even if the Reporter making the investment
does not control the company in which the investment is made. See the
4(k) Schedule for further information on the reportability of merchant
banking and insurance company investments.

NBK-1

Nonbanking Schedule

Exclusions: The following interests are not reportable on
the FR Y-10 even if they meet the definition of control
found in the Glossary:
• Inactive Companies: An interest in a company that
exists as a matter of law, but does not engage in any
business activity. The interest becomes reportable once
the company begins to engage in business, as follows:
report as either a ‘‘De Novo Formation’’ if the Reporter
has not previously reported an interest in the Nonbanking Company or report as a ‘‘Change in Activity or
Legal Authority’’ if the Reporter has previously reported
an interest in the Nonbanking Company. Note that the
term ‘‘inactive companies’’ includes companies that
have been setup as name-saving organizations or have
been formed or incorporated but do not yet conduct any
business activity. These types of companies become
reportable only when they commence an activity.
• U.S. Investments of Unaffıliated 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 shoud not be reported. Contrarily,
a company that holds a mixture of foreclosed properties and no-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
NBK-2

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,5 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 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
5. 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.

Nonbanking Schedule

FR Y–10
December 2011

Nonbanking Schedule

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:
• 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.6 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.

6. 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.
FR Y–10
Nonbanking Schedule

December 2011

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.
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
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Nonbanking Schedule

report, check the event type box next to ‘‘Internal Transfer,’’ report the date of the event in Item 1.b, the
Nonbanking Company’s legal name in Item 2.a, and
location in Item 3.a of the Characteristics Section. In
addition, in the Ownership Section, report the new direct
holder’s (the acquirer’s) name and location in Item 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
NBK-4

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
Nonbanking Schedule

FR Y–10
December 2011

Nonbanking Schedule

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 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
re-activated, 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.
Item 1.b – Date of Event
Provide the calendar date on which the reportable event
took legal effect as follows:
• Acquisition of a Going Concern or full or partial sale
or transfer: the first day the reportable company was
acquire by the direct holder;
FR Y–10
Nonbanking Schedule

December 2011

• De Novo Formation: the first day the new reportable
company opened for business;
• 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;
• Liquidation: the last day the Nonbank Company was
held by the direct holder;
• Became Inactive: the last day on which the Nonbanking Company ceased engaging in business;
• Change in Characteristics: the first day the Nonbanking
company’s characteristics changed;
• Change in Activity or Legal Authority: the first day the
activity or legal authority changed;
• Became Reportable: the first day on which the Nonbanking Company became reportable.
Examples:
• 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 E, to Nonbank F. The last day Nonbank
E 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
reportable company was acquired by the direct holder Tuesday, September 15.
NBK-5

Nonbanking Schedule

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 Loation);
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, and 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. If U.S.
report the state of incorporation and if foreign report the
country of incorporation.
Item 3.b – If Relocation or Correction, Prior City and
County, (Physical Location), State/Province, Country,
Zip/Postal Code, and State 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. If U.S.
report the state of incorporation and if foreign report the
country 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
NBK-6

• The Securities and Exchange Commission (SEC) only;
or
• The Commodities Futures Trading Commission (CFTC)
only; or
• A state securities department; or
• A state insurance regulator.
Item 5 – Is the Nonbanking Company a Financial
Subsidiary of an Insured Depository Institution?
Check the applicable box to indicate whether or not the
Nonbanking Company is a financial subsidiary. A financial subsidiary 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:
• Not ApplicableThis 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 nonbank 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 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 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.
Nonbanking Schedule

FR Y–10
December 2011

Nonbanking Schedule

• Subject to 13(a) or 15(d) of Securities Exchange Act
of 1934, but not Section 404 of SOX ActThis 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.
• 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.
The six-digit CUSIP number may change, for example
when:
• 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 consoliFR Y–10
Nonbanking Schedule

December 2011

dated assets 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 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.
Exclusions:
• Do not report any CUSIP numbers associated with
entities that are nonsurvivors of mergers. In the event
of a merger, the nonsurvivor’s debt-related CUSIP
numbers will remain in use until outstanding debt is
paid off since the entity will still service the debt.
However, no new issues will be made under the
nonsurvivor’s CUSIP number. New debt instruments
will be issued under the survivor’s CUSIP number. The
nonsurvivor’s equity-related CUSIP numbers will be
retired.
• Do not report CUSIP numbers associated with securitization vehicles and issuers of trust preferred securities.
• Do not report any CUSIP numbers associated with
money market instruments7 such as certificates of
deposit, medium-term notes8, 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 assigned solely to a business
by the Internal Revenue Service. The Tax ID Number is
required only for entities located in the United States.
7. However, subordinated issues should be included.
8. Medium term notes are a type of money market instrument with an
average maturity of 4 to 6 years.

NBK-7

Nonbanking Schedule

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
Savings and loan association
Federal Savings Bank
Cooperative bank
Banking Edge or agreement corporation
Depository trust company
Investment Edge or agreement corporation
Foreign bank other than a FBO
Securities underwriter or Securities broker or dealer
Insurance underwriter
Insurance broker or agent
Nondepository trust company
Other holding company
Other company - If ‘‘Other company,’’ describe business
activity9
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’’ offıce.
9. Companies formed to issue trust preferred securities typically are
reported as ‘‘Other company’’.

NBK-8

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 3 of the Nonbanking Schedule (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.
Nonbanking Schedule

FR Y–10
December 2011

Nonbanking Schedule

Interests in Partnerships or Limited Liability Companies:
Report 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.’’
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
authority10 (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
10. 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.
FR Y–10
Nonbanking Schedule

December 2011

from the Regulation Y control 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:
• 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.
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Nonbanking Schedule

Activity and Legal Authority Section
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.

NBK-10

Item 17.c – Termination of Activity
Report the termination of any previously reported primary or secondary activity.
FRS Legal Authority Code
Consult Appendix A of these instructions and choose the
appropriate FRS legal authority code under which
this activity is being conducted. If 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.

Nonbanking Schedule

FR Y–10
December 2011

INSTRUCTIONS FOR PREPARATION OF

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.

Reporter
Survivor

Company B
Nonsurvivor

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

Company A
Survivor

Company B
Nonsurvivor

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.
Reporter

Reportable Events
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:
FR Y–10
Merger Schedule

December 2011

Company A
Nonsurvivor

Company B
Survivor

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.’’
MER-1

Merger Schedule

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.

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.

Reporter

Company A
Survivor

Company B
Nonsurvivor

To report this type of event, complete the Merger Schedule.

Non-reportable Events
Mergers Involving an External Transfer:
In the following example, Company B is unaffiliated with
the Reporter both before and after the merger. Company
A merges with Company B, with Company B as the
surviving company.

Company B
Survivor

Do not report this type of merger on this schedule.
Instead, report on the Banking Schedule or Nonbanking

MER-2

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.

Reporter

Company A
Nonsurvivor

Schedule, as appropriate for the company being transferred (Company A in this case), following the instructions for ‘‘External Transfer.’’

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.

Merger Schedule

FR Y–10
December 2011

INSTRUCTIONS FOR PREPARATION OF

Specific Instructions for
the 4(k) Schedule
(FR Y–10)

GENERAL INSTRUCTIONS
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.
FR Y–10
4(k) Schedule

December 2011

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
4(k)-1

4(k) Schedule

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.’’
Note: A 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. However: If commencement of the previously
reported activity results in a change to the primary or
secondary activity of the FHC or any of its subsidiaries,
also report as a ‘‘Change in Activity or Legal Authority’’
on the Banking Schedule or Nonbanking Schedule, as
appropriate, with respect to the relevant FHC or FHC
subsidiary.
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
4(k)-2

$200 million or 5 percent of the FHC’s tier 1 capital,
whichever is less. To report, complete the Items 1
through 5 of the Large Merchant Banking or Insurance
Company Investments Section. Companies held directly
or indirectly by Small Business Investment Companies
(SBICs) are not required to be reported on the FR Y-10.
However, if a BHC or a FBO that is a FHC engaged in
merchant banking activities holds shares in the same
merchant banking investment through a merchant banking 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 reportability 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 A of these instructions and choose the appropriate
4(k) Schedule

FR Y–10
December 2011

4(k) Schedule

FRS legal authority code under which this activity is
being conducted.

Item 2 - Direct Holder’s Name and Location

(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/

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.

Description of Activity

Item 3 - Nonbanking Company’s Name and Location

Provide a text description of an activity only if unable to
identify a five or six-digit NAICS code corresponding to
the activity.

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).

NAICS Activity Codes

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 the FHC exceeds
1) $200 million; or 2) 5 percent of the FHC’s tier 1
capital, whichever is less.
Item 1.a - Event Type (check one only)
Check the box that best describes the event type being
reported:
• Initial Investment

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.

• Divestitures (or closure)
• No longer Reportable

Item 5 - Initial Aggregate Cost of Investment to the
FHC (in millions of U.S. dollars)

• Name Changes
Note: When reporting name changes, items 1 through 3
must be completed

Report the initial aggregate cost of the FHC’s investment, in millions of U.S. dollars, rounded down to the
nearest million.

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

FR Y–10
4(k) Schedule

December 2011

4(k)-3

INSTRUCTIONS FOR PREPARATION OF

Specific Instructions for the
Domestic Branch Schedule
(FR Y–10)

What to Report
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)1, or 2) domestic branches
of a state member bank or a banking Edge/agreement
corporation that is not affiliated with a BHC.
The following branch events are reportable:

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

• 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: A branch does not include Administrative offıces,
Loan Production offıces, Consumer Credit offıces, standalone ATMs, Contractual offıces, Customer Bank Communications Terminals (CBCT) and Electronic Fund
Transfer Units (EFTU).
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

Note: Report branches acquired through a failure under
‘‘Purchase of Branches.’’

• Relocations of less than 1,000 feet, if the move does
not involve a change of county.

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.

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.

1. This schedule should not be submitted for U.S. chartered depository
institutions owned directly by a FBO.
FR Y–10
Domestic Branch Schedule

December 2011

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.
DOM-1

Domestic Branch Schedule

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;
• Popular Name Change;
• Change in Service Type;

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 drive-through 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.

Check the box that best describes the service type of the
branch:

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 Sevice 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, which is not necessarily
its mailing address. Do not use 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.

• 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

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,

• 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

DOM-2

Domestic Branch Schedule

FR Y–10
December 2011

Domestic Branch Schedule

city, county, state, country and zip/postal code of the
branch.

• Sale of branches through a partial purchase and assumption transaction; or

Item 5 – Head Office Legal Name and Location

• Purchase of branches through a partial purchase and
assumption transaction.

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.
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:

FR Y–10
Domestic Branch Schedule

December 2011

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.
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.

DOM-3

INSTRUCTIONS FOR PREPARATION OF

Foreign Branches of U.S. Banking
Organizations Schedule
(FR Y–10)

What to Report
Use this schedule to report the following changes in
organizational structure:
• The initial opening of foreign1 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

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:
• Opening;
• Closure;
• Relocation; or
• If Other, please describe event type.
Item 1.b - Date of Event
Provide the calendar date on which the reportable event
took legal effect.

• 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.

Item 2 - Office Type

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.

• Other (i.e., foreign office of a U.S. nonbank entity or a
foreign subsidiary)

1. 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
Pureto Rican head office and any non Puerto Rican branch of a Puerto
Rican head office should be reported on this schedule.
FR Y–10
Foreign Branches

December 2011

Check the box that best describes the office type being
reported:
• Full-Service Branch;
• Shell Branch; or

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.
FBO-1

Foreign Branches

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 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.

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.

FBO-2

Foreign Branches

FR Y–10
December 2011

INSTRUCTIONS FOR PREPARATION OF

Specific Instructions for Branch, Agency, and
Representative Office of Foreign Banking
Organizations (FBOs) Schedule (BARO Schedule)
(FR Y–10)

What to Report

• Relocation;

Use this schedule to report the following changes in
organizational structure:

• Change in Office Type;

• The initial opening of U.S. branches, agencies, and
representative offices, including managed non-U.S.
branches of FBOs;

• License Surrendered;

• The initial opening of U.S. representative offices of
foreign bank subsidiaries of FBOs whose only U.S.
presence is through the representative office;

• Became Inactive;

• Commenced Activities Through Managed Non-U.S.
Branch
• Ceased Activities Through Managed Non-U.S. Branch;
or

• 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;

• If Other, please describe event type.

• Changes to the location or other reportable characteristics of the offices listed above; or

Provide the calendar date on which the reportable event
took legal effect.

• Closing and surrender of licenses of a reportable office.

Item 2 - Office Type (including Managed Non-U.S.
Branches)

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.
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(es) that best describes the event type(s)
being reported:
• Opening;
• License Issued;
FR Y–10
BARO Schedule

December 2011

Item 1.b - Date of Event

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.
BAR-1

BARO Schedule

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.

BAR-2

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.

BARO Schedule

FR Y–10
December 2011

Glossary

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

Authorized Official: An officer of the Reporter who has
the authority to; make representations, present factual
information, and legally bind the Reporting organization
with respect to the information set forth in the Report.
Bank: Any of the following, subject to the exception
noted below:

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.

(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

Appropriate Federal Reserve Bank: Unless otherwise
determined by the Board:

(ii) Any institution organized under federal law
or the laws of any U.S. state or territory that
both -

(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.
FR Y–10
Glossary December 2011

(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.
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.
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).
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
GL-1

Glossary

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.).
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 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
• 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: 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).

• 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;

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.

• 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;

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
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

GL-2

• 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 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
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’’.

Glossary

FR Y–10
December 2011

Glossary

• 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.
Indirectly - An entity that conducts activities and or
makes investments through any of its subsidiaries is
considered to conduct those activities and make those
investments indirectly.
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))
FR Y–10
Glossary December 2011

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.
GL-3

Glossary

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.

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/

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).

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)).

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).

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.

Limited Liability Partnership: A partnership in which
none of the partners are liable for the partnership’s debts,
liabilities, and other obligations.
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 noe of their general or limited partners are liable
for the partnership’s debts, liabilities, or other obligations. Limited Liability Partnership: A partnership in
which none of the partners are liable for the partnership’s
debts, liabilities, and 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.)
GL-4

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 a ctivities that are considered nonfinancial in anture 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
Glossary

FR Y–10
December 2011

Glossary

• 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 post-office 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 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.

FR Y–10
Glossary December 2011

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.
• A branch is‘‘any office or any place of business of a
foreign bank located in any State of the United States at
which deposits are received.’’ (12 U.S.C. § 3101(3)).
• An agency is ‘‘any office or any place of business of a
foreign bank located in any state of the United States at
which credit balances are maintained incidental to or
arising out of the exercise of banking powers, checks
are paid, or money is lent but at which deposits may
not be accepted from citizens or residents of the United
States.’’ (12 U.S.C. § 3101(1)).
Voting securities - Shares of common or preferred stock,
general or limited partnership shares or interests, or
similar interests if the shares or interests, by statute,
charter, or in any manner, entitle the holder:
• To vote for or to select directors, trustees, or partners
(or persons exercising similar functions of the issuing
company); or
• To vote on or to direct the conduct of the operations or
other significant policies of the issuing company.
Class of voting shares - Shares of stock issued by a single
issuer are deemed to be the same class of voting shares,
regardless of differences in dividend rights or liquidation
preference, if the shares are voted together as a single
class on all matters for which the shares have voting
rights (other than voting rights described above in the
first bullet of the definition of nonvoting shares).

GL-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

Provision

7

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.

104

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

December 2011

App-A-1

Appendix B
FRY-10

Board to NAICS Activity Codes Conversion Table
Board Activity

Board
Alphanumeric
Code1

NAICS
Code

NAICS Activity

Bank Holding Company

00AA

551111

Offices of Bank Holding Companies

Other Holding Company

00AB

551112

Offices of Other Holding Companies

Foreign Banks

00BA

52211

Commercial Banking

Edge/Agreement - Investment

00BD

522293

International Trade Financing

Edge/Agreement - Banking

00BE

522293

International Trade Financing

Commercial, Business, Consumer
Finance

01AA

52222

Sales Financing

Mortgage Banking

01LB

522292

Real Estate Credit

Industrial Bank, Industrial Loan, Morris
Plan - Depository

02AA

52219

Other Depository Credit Intermediation

Industrial Bank, Industrial Loan, Morris
Plan - Nondepository

02AA

522298

All Other Nondepository Credit
Intermediation

Trust Company Functions, Acting as a
Fiduciary

04AA

523991

Trust, Fiduciary, and Custody Activities

Investment, Financial or Economic
Advisory Services

05AE

52393

Investment Advice

Leasing Property - Land, Buildings,
Motor Vehicles, Equipment

06AF

53111

Lessors of Residential Buildings &
Dwellings

Community Development Investment or
Advisory Services

07AA

62422

Community Housing Services

Data Processing and Data Transmission
Services

08AA

51821

Data Processing, Hosting and Related
Services

Insurance or Annuities Agent or Broker

09BB

52421

Insurance Agencies and Brokerages

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.

App-B-1
FRY-10

December 2011

Appendix B

Board Activity

Board
Alphanumeric
Code1

NAICS
Code

NAICS Activity

Underwriting as a Reinsurer Insurance
(an extension of credit by a BHC)

09EA

52413

Reinsurance Carriers

Courier Services

11BA

49211

Couriers

Consulting Services for Management,
Employee Benefits, Compensation,
Insurance Plans & Career Counseling

12AA

54161

Management Consulting Services

Issuing or Selling Money Orders,
Savings Bonds, Traveler’s Checks

13AA

52239

Other Activities Related to Credit
Intermediation

Real Estate Appraisals

14AA

53132

Offices of Real Estate Appraisers

Commercial Real Estate Equity
Financing

14AB

52231

Mortgage and Nonmortgage Loan
Brokers

Securities Brokerage Services

15AA

52312

Securities Brokerage

Transactional Services (swaps, foreign
exchange, derivative contract)

17AA

52314

Commodity Contracts Brokerage

Credit Card Banks

20CC

52221

Credit Card Issuing

Commercial Banking

21AA

52211

Commercial Banking

Underwriting as a Reinsurer Life, Health,
Disability or Medical Insurance

31BA

52411

Direct Life, Health, and Medical
Insurance Carriers

Administrative and Other Services to
Mutual Funds

31BB

523991

Trust, Fiduciary, and Custody Activities

Owning Shares of a Securities Exchange

31BC

52231

Mortgage and Nonmortgage Loan
Brokers

Certification Authority for Digital
Signatures

31BD

51821

Data Processing, Hosting and Related
Services

Providing Credit Bureau Services

31BE

56145

Credit Bureaus

Check Cashing & Wire Transmission
Services

31EA

52239

Other Activities Related to Credit
Intermediation

Real Estate Title Abstracting

31IA

541191

Title Abstract and Settlement Offices

Travel Agency Activities

31LA

56151

Travel Agencies

Managing Mutual Funds

31MA

52392

Portfolio Management

FHC Lending, Exchanging, Transferring,
Investing for Others

31NA

52393

Investment Advice

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.

App-B-2

Appendix B

December 2011

Appendix B

Board Activity

Board
Alphanumeric
Code1

NAICS
Code

NAICS Activity

Underwriting, Dealing in or making a
market in Securities (also may provide
brokerage services)

31QA

52311

Investment Banking and Securities
Dealing

Issuing Instruments Representing
Interests in Pools of Assets

31RA

52591

Open-End Investment Funds

Merchant Banking or Insurance
Company Investments

31UA

52391

Miscellaneous Intermediation

Conducting a Safe Deposit Business

32CA

523991

Trust, Fiduciary, and Custody Activities

Acquiring a Debt in Default (excludes
DPC)

32CB

52229

Other Nondepository Credit
Intermediation

Underwriting as a Reinsurer Property,
Casualty or Title Insurance

32GA

524126

Direct Property and Casualty Insurance
Carriers

Underwriting Annuities

32GB

524113

Direct Life Insurance Carriers

Underwriting as a Reinsurer Other
Insurance (not in 31BA, 32GA, 32GB)

32GC

524128

Other Direct Insurance (except life,
health, and medical) Carriers

Finder Activities (bring together others
to negotiate and consummate
transactions)

32IA

52393

Investment Advice

Lending, Exchanging, Investing for
Others

32IB

523991

Trust, Fiduciary, and Custody Activities

Providing Devices for Transferring
Money or Other Financial Assets

32IC

523999

Miscellaneous Financial Investment
Activities

Arranging Financial Transactions for the
Account of Third Parties

32ID

523991

Trust, Fiduciary, and Custody Activities

Underwriting or Dealing in Bank
Eligible Securities

90AB

523999

Miscellaneous Financial Investment
Activities

Providing a Check Guarantee Service

90AC

52232

Financial Transactions Processing,
Reserve, and Clearinghouse Activities

Buying & Selling Bullion, Silver, Gold
and Platinum Coins

90AE

52313

Commodity Contracts Dealing

Savings Associations

90AG

52212

Savings Institutions

Credit Unions

90AG

52213

Credit Unions

Export Trading Companies

90BA

522293

International Trade Financing

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.

App-B-3
Appendix B

December 2011

Appendix B

Board Activity

Board
Alphanumeric
Code1

NAICS
Code

NAICS Activity

Futures Commission or Commodity
Merchant

90BD

52314

Commodity Contracts Brokerage

Venture Capital Investments

90BN

52391

Miscellaneous Intermediation

Collecting Overdue Accounts Receivable
(retail or commercial)

90BQ

56144

Collection Agencies

Printing and Selling Check
(micr-encoded)

91AC

323116

Manifold Business Forms Printing

Principal in Foreign Exchange, Swaps or
Derivatives Contracts

91AQ

52313

Commodity Contracts Dealing

Agent for Private Placement of Securities

91AR

52312

Securities Brokerage

Real Estate Settlement Services

91AV

541191

Title Abstract and Settlement Offices

Buying & Selling in the Secondary
Market as ″Riskless Principal″

91BC

523999

Miscellaneous Financial Investment
Activities

Providing Services to an Affiliated BHC
(accounting, appraising, auditing)

91CA

54199

All Other Professional, Scientific, and
Technical Services

Other Servicing Activities

91CD

54199

All Other Professional, Scientific, and
Technical Services

Liquidating Property Acquired from a
BHC Subsidiary (excluding DPC)

91CE

52239

Other Activities Related to Credit
Intermediation

Asset Management, Servicing and
Collection of Assets (excluding
properties acquired DPC)

91FA

52239

Other Activities Related to Credit
Intermediation

Issuing Trust Preferred Securities,
Commercial Paper and Long-Term Debt

97AA

52599

Other Financial Vehicles

Co-generator of Electric Power

99CG

22111

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.

App-B-4

Appendix B

December 2011