Report of Changes in Organizational Structure (initial)

Sections 4(k) and 5(c)(1)(A) of the Bank Holding Company Act, 12 U.S.C. §§
1843(k), 1844(c)(1)(A); section 8(a) of the International Banking Act, 12
U.S.C. § 3106(a); sections 11(a)(1), 25(7), and 25A of the Federal Reserve
Act, 12 U.S.C. §§ 248(a)(1), 321, 601, 602, 611a , 615, and 625; and sections
113, 165, 312,
618,
and 809Reserve
of the Dodd-Frank
Board of Governors
of the
Federal
System Act, 12 U.S.C. §§ 5361,
5365, 5412, 1850a(c)(1), and 5468(b)(1), respectively; and section 10(c)(2)
(H) of the Home Owners' Loan Act, 12 U.S.C. § 1467a(c)(2)(H).

FR Y-10
OMB Number 7100-0297
Approval expires September 30, 2018
Page 1 of 9

Report of Changes in Organizational Structure—FR Y-10

This report is required by law: Sections 4(k) and 5(c)(1)(A) of the
Bank Holding Company Act (12 U.S.C. §§ 1843(k), 1844(c)(1)(A));
Section 8(a) of the International Banking Act (12 U.S.C. § 3106
(a)); Sections 11(a)(1), 25(7) and 25A of the Federal Reserve Act

(12 U.S.C. §§ 248(a)(1), 321, 601, 611a and 615); Section 211.13(c)
of Regulation K (12 C.F.R. § 211.13(c)); Sections 225.5(b) and 225.87
of Regulation Y (12 C.F.R. §§ 225.5(b) and 225.87); and Section 10
(c)(2)(H) of the Home Owners' Loan Act (12 U.S.C. 1461 et seq.).

Date of Report:
(Month / Day / Year)

FT

Reporter's Name, Street, and Mailing Address
Legal Name

Physical Street Address

Reporter's Mailing Address (if different from physical street address)

City and County

Mailing City

Zip / Postal Code

Mailing State / Province, Country

DR
A

State / Province, Country

Zip / Postal Code

Contact's Name and Mailing Address for this Report
Name

Title

Area Code / Phone Number / Extension

Contact's Mailing Address (if different from reporter's)

Area Code / FAX Number

Mailing City

E-mail Address

Mailing State / Province, Country

Authorized Official

Reporter's Legal Entity Identifier (LEI)

I,

Zip / Postal Code

,

Printed Name

Title

20-Character LEI Code

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

Does the reporter request confidential treatment for any portion
of this submission?
Yes Please identify the report schedule(s) and item(s) to
which this request applies:

Signature of Authorized Official

Date of Signature

In accordance with the instructions on page GEN-5,
a letter justifying the request is being provided.
For Federal Reserve Bank Use Only

The information for which confidential treatment is
sought is being submitted separately and labeled
"Confidential."

RSSD ID

No

Public reporting burden for the information collection is estimated to average 2.25 hours per response, including time to gather and maintain the data and complete the information collection.
The Federal Reserve may not conduct or sponsor, and a person is not required to respond to any information collection unless it displays a currently valid OMB control number. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal
Reserve System, 20th and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503.

2.50

10/2016

12/2015

Banking Schedule

FR Y-10
Page 2 of 9

For Federal Reserve Bank Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h

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

1.b.

Check box if correction
Date of Event:
(MM / DD / YYYY)

Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
Other, describe:

Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority

No Longer Reportable
Became Inactive
Debts Previously Contracted
Became Reportable

Characteristics Section
2.a.

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

Legal Name of Banking Company

3.a.

If Relocation or Correction, Prior Street Address (Physical Location)

City and County

If Relocation or Correction, Prior City and County

FT

4.

3.b.
Current Street Address (Physical Location)

State / Province, Country, and Zip / Postal Code

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

State or Country (if foreign) of Incorporation

If Relocation or Correction, Prior State or Country (if foreign) of Incorporation

,

Date Opened:

5.

(MM / DD / YYYY)

6.

(MM/DD)

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

CUSIP Number:

–

8.a. Tax ID Number:

DR
A

7.

SEC Reporting Status:

Fiscal Year End (FBOs and BHCs Only):

not required for FBOs

leading six digits only

8.b. Legal Entity Identifier (LEI):

9.

Banking Company Type:

BHC
FBO
Other, describe:

U.S. Commercial Bank

10.

Business Organization Type:

11.

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

U.S. State Chartered Savings Bank

Corporation
General Partnership
Business Trust
Sole Proprietorship
Cooperative
Limited Liability Partnership
Limited Liability Limited Partnership
Other, describe:

Add check box:
IHC

Yes

Limited Partnership
Mutual
Limited Liability Co./Corp.
No

Ownership Section (report at direct holder level unless otherwise noted)
12.

Direct Holder's Name and Location:

Legal Name

%

13.a. Percentage of a Class of Voting Shares:
13.b. Percentage of Nonvoting Equity:
13.c. Other Interest:

Yes

%

No

13.d. If the reportable company is a type of partnership or limited
liability company as indicated in Item 10 above, please indicate the appropriate ownership interest of the direct holder:

General Partner/Managing Member
Limited Partner/Non-Managing Member

City, State/Province, Country

14.

Control by Direct Holder:

Yes

No

15.

Control by Reporter:

Yes

No

16.

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

Legal Name of Former Direct Holder

City, State / Province, Country

Activity and Legal Authority Section (for list of FRS legal authority codes, see the Appendix of these instructions.)
Activity Type

FRS Legal
Authority Code

NAICS
Activity Code

Description of Activity

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

17.c. Termination of Activity

10/2016

12/2015

Savings and Loan Schedule

FR Y-10
Page 3 of 9

For Federal Reserve Bank Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h

Use this schedule to report information about a reporter that is a savings
and loan holding company (SLHC), and about any reporter's (including a
BHC's) directly or indirectly held interest in all SLHCs and savings
associations.
1.a. Event Type (check all that apply):

1.b.

Check box if correction
Date of Event:
(MM / DD / YYYY)

Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
Other, describe:

Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority

No Longer Reportable
Became Inactive
Debts Previously Contracted
Became Reportable

Characteristics Section
2.a.

2.b.
If Name Change or Correction, Prior Legal Name of Savings and Loan Company

Legal Name of Savings and Loan Company

3.a.

3.b.
If Relocation or Correction, Prior Street Address (Physical Location)

City and County

If Relocation or Correction, Prior City and County

FT

Current Street Address (Physical Location)

State / Province, Country, and Zip / Postal Code
State or Country (if foreign) of Incorporation

4.

Date Opened:

6.

SEC Reporting Status:

If Relocation or Correction, Prior State or Country (if foreign) of Incorporation

5.

(MM / DD / YYYY)

7.

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

Fiscal Year End (SLHCs Only):

(MM/DD)

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

CUSIP Number:

8.a. Tax ID Number:

See instructions for when applicable

–

Leading six digits only

DR
A

8.b. Legal Entity Identifier (LEI):
9.
Savings and Loan Type:
Stock SLHC
Federal Savings Association
HOLA 10(I) Stock SLHC
State Savings Association
Trust (non-testamentary) SLHC
Federal Savings Bank
State Savings Bank HOLA 10(I) Election
Mutual SLHC
Cooperative Bank HOLA 10(I) Election
HOLA 10(I) Mutual SLHC
Other, describe:
Corporation
General Partnership
Limited Partnership
Business Organization Type:
10.
Business Trust
Sole Proprietorship
Mutual
Cooperative
Limited Liability Partnership
Limited Liability Co./Corp.
Limited Liability Limited Partnership
Other, describe:

11.

Is the savings and loan company consolidated in the reporter's financial statements?
(only reportable for foreign investments)

Yes

No

Ownership Section (report at direct holder level unless otherwise noted)
12.

Direct Holder's Name and Location:

Legal Name

%

13.a. Percentage of a Class of Voting Shares:
13.b. Percentage of Nonvoting Equity:
13.c. Other Interest:

Yes

%

No

13.d. If the reportable company is a type of partnership or limited
liability company as indicated in Item 10 above, please indicate the appropriate ownership interest of the direct holder:

General Partner/Managing Member
Limited Partner/Non-Managing Member

City, State/Province, Country

14.

Control by Direct Holder:

Yes

No

15.

Control by Reporter:

Yes

No

16.

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

City, State / Province, Country

Activity and Legal Authority Section (for list of FRS legal authority codes, see the Appendix of these instructions.)
Activity Type

FRS Legal
Authority Code

NAICS
Activity Code

Description of Activity

17.a. Primary Activity
17.b. Secondary Activity
(SLHCs only)

17.c. Termination of Activity
12/2015

Nonbanking Schedule

FR Y-10
Page 4 of 9

For Federal Reserve Bank Use Only
ID_RSSD_E1 (direct holder)
ID_RSSD_E2 (reportable company)
If applicable, former d/h

Use this schedule to report information about a reporter that is a Nonbanking Company,
and about a reporter's directly or indirectly held interests in a Nonbanking Company.
Note: Savings associations acquired by a BHC and transactions involving SLHCs and
savings associations should be reported on the Savings and Loan Schedule.
1.a. Event Type (check all that apply):

1.b.

Check box if correction
Date of Event:
(MM / DD / YYYY)

Acquisition of a Going Concern
De Novo Formation
External Transfer
Internal Transfer
Other, describe:

Change in Ownership
Liquidation
Change in Characteristics
Change in Activity or Legal Authority

No Longer Reportable
Became Inactive
Became Reportable

Characteristics Section
2.a.

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

Legal Name of Nonbanking Company

3.a.

State / Province, Country, and Zip / Postal Code

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

State or Country (if foreign) of Incorporation

4.

If Relocation or Correction, Prior State or Country (if foreign) of Incorporation

If the Nonbanking Company is a functionally regulated subsidiary, indicate its functional regulator:
Not Applicable
SEC and CFTC
SEC Only
CFTC only
State Securities Department
State Insurance Regulator

5.

Is the Nonbanking Company a Financial Subsidiary of an insured depository institution?

6.

SEC Reporting Status:

7.

CUSIP Number:
see instructions for
when applicable

Yes

No

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

leading six digits only

DR
A

4.b
.

If Relocation or Correction, Prior City and County (Physical Location)

FT

4.a.

3.b.
City and County (Physical Location)

8.b. Legal Entity Identifier (LEI):
9. Add
Nonbanking
Company Type (see instructions for list):
new item 5:

Fiscal Year
End
(IHCs Only):_______________
Other,
describe:
10.
Business Organization Type: (MM/DD)
Corporation

General Partnership
Limited Partnership
Business Trust
Sole Proprietorship
Mutual
Cooperative
Limited Liability Partnership
Limited Liability Co./Corp.
Limited Liability Limited Partnership
Other, describe:

11.

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

Ownership Section (report at direct holder level unless otherwise noted)
12.

Direct Holder's Name and Location:

Legal Name

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

100%
80% to <100%
>50% to <80%
25% to 50%
<25% but 25% or more in the aggregate or otherwise
controlled elsewhere within the organization
Yes
No
13.b. Other Interest:
13.c. If the reportable company is a type of partnership or limited
liability company as indicated in Item 10 above, please indicate the appropriate ownership interest of the direct holder:

General Partner/Managing Member
Limited Partner/Non-Managing Member

City, State/Province, Country

Yes
15. Regulation K, Subpart A Investments:
14. Control by Direct Holder:

No

Portfolio Investment
Joint Venture
Subsidiary
16. Former Direct Holder's Name and Location (if applicable):
Legal Name of Former Direct Holder
City, State / Province, Country

Activity and Legal Authority Section (for list of FRS legal authority codes, see the Appendix of these instructions.)
Activity Type

FRS Legal
Authority Code

NAICS
Activity Code

Description of Activity

17.a. Primary Activity
17.b. Secondary Activity
17.c. Termination of Activity

10/2016

12/2015

FR Y-10
Page 5 of 9

For Federal Reserve Bank Use Only
ID_RSSD_E1 (ns)
ID_RSSD_E2 (s)

Merger Schedule
Use this schedule to report certain types of mergers involving a reporter or company within the reporter's organizational structure.
Check box if correction

1. First Full Calendar Date the Nonsurvivor No Longer Exists:
(MM / DD / YYYY)

2. Survivor:
Legal Name

City, State / Province, Country

3. Nonsurvivor:

City, State / Province, Country

FT

Legal Name

Item 4 only applies to mergers involving an insured depository institution organized under U.S. law.
Yes

No

DR
A

4. Did the head office of the nonsurvivor become a branch of the survivor?

12/2012

For Federal Reserve Bank Use Only
ID_RSSD_TOP (top-tier BHC)
ID_RSSD_E1 (direct holder)

FR Y-10
Page 6 of 9

ID_RSSD_E2 (reportable company)

4(k) Schedule

Use this schedule to provide required post-transaction notice for activities, formations and acquisitions of companies, and large merchant
banking and insurance company investments authorized under Section 4(k) of the Bank Holding Company Act or Section 10(c)(2)(H) of the
Home Owners' Loan Act.
Check box if correction

Post-Transaction Notice Section
1.b. Date of Event:

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

(MM / DD / YYYY)

New Activity Commenced Directly by an FHC or through an Existing Subsidiary
New Activity Commenced through Acquisition of a Going Concern
New Activity Commenced through a De Novo Formation
New Activities Commenced
For the event type checked in item 1.a, report the FRS Legal Authority code and the five or six-digit NAICS activity code for each
new activity. Provide a text description of the activity if unable to identify a five or six-digit NAICS activity corresponding to the
activity.
FRS Legal Authority Code
(check one)

2.a.

311 /

312 /

413

2.b.

311 /

312 /

413

2.c.

311 /

312 /

413

NAICS
Activity Code

FT

2.

Description of Activity

Large Merchant Banking or Insurance Company Investments Section

DR
A

Use this section to report certain merchant banking or insurance company investments when the FHC directly or indirectly acquires
more than 5 percent of a Nonfinancial Company's voting shares or total equity or assets and the cost of the investment exceeds:
(1) $200 million; or
(2) 5 percent of tier 1 capital, whichever is less.
1.a. Event Type (check one only):

1.b. Date of Event:

Initial Investment
Divestiture
No Longer Reportable
Name Change

2.

Direct Holder's Name and
Location

(MM / DD / YYYY)

Legal Name

City and County

3.a.

State / Province

Country

3.b.

Legal Name of Nonfinancial Company

If Name Change or Correction, Prior Legal Name

City and County (Physical Location)

State / Province, Country, and Zip / Postal Code

3.c. Legal Entity Identifier (LEI):
4.

5.

Direct Holder's Investment in Nonfinancial Company
Report the percentage amount in a, b, or c, as applicable.
a.

% Voting Securities

b.

% Total Equity

c.

% Assets

Initial Aggregate Cost of Investment to the FHC: $

(in millions of U.S. dollars)
12/2015

For Federal Reserve Bank Use Only
ID_RSSD

FR Y-10
Page 7 of 9

County, State and Country Code
ID_RSSD_HD_OFF

Domestic Branch Schedule

City and Country Code

Use this schedule to report information on:
1. Branches and offices of domestic depository institutions (including territorial depository institutions) controlled directly or indirectly by
a top-tier bank holding company (BHC) or a top-tier savings and loan holding company (SLHC) and state member banks that are not
affiliated with a BHC; and,
2. Branches of Edge and agreement corporations.
Check box if correction
1.b. Date of Event:

1.a. Event Type (check all that apply):

(MM / DD / YYYY)

Opening (De Novo)
Sale of Branches
Name Change
Other, describe:

Purchase of Branches
Closure
Change in Service Type

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

2.

Check applicable service type:
Full Service

Limited Service

FT

Characteristics Section
Trust

Electronic Banking
3.b.

3.a.
Popular Name

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

DR
A

4.a. Current Address

If Name Change, Prior Popular Name

Current Street Address (Physical Location)

If Relocation or Correction, Prior Street Address (Physical Location)

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip / Postal Code

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

5.

Head Office Legal Name

City, State, Country, and Zip / Postal Code

6.

For event types sales of branches or purchase of branches, provide the name and address of the other domestic depository institution involved in the transaction and the number of branches sold or purchased:

Name of Other Depository Institution that Sold or Purchased Branches

Number of Branches Sold or Purchased

City, State, Country, and Zip / Postal Code

12/2012

FR Y-10
Page 8 of 9

For Federal Reserve Bank Use Only
ID_RSSD
County, State and Country Code
ID_RSSD_HD_OFF
City and Country Code

Foreign Branch of U.S. Banking
Organizations Schedule

Use this schedule to report information about foreign branches of U.S. banking organizations, including member banks, Edge and
agreement corporations, BHCs, and foreign subsidiaries. The term "foreign" refers to one or more foreign nations, and includes the
overseas territories, dependencies, and insular possessions of those nations and of the United States and the Commonwealth of
Puerto Rico.
Report all offices, including inactive offices that continue to retain their license.
Check box if correction
1.b. Date of Event:

1.a. Event Type (check all that apply):

(MM / DD / YYYY)

Opening

Closure

Relocation

Characteristics Section
2.

Office Type:
Full-Service Branch

3.

FT

Other, describe:

Shell Branch

Other

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

(MM / DD / YYYY)

4.
Popular Name

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

DR
A

5.a. Current Address

Current Street Address (Physical Location)

If Relocation or Correction, Prior Street Address (Physical Location)

City

If Relocation or Correction, Prior City

Province, Country, and Zip / Postal Code

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

6.

Head Office Legal Name

City, State, Country, and Zip / Postal Code

12/2012

FR Y-10
Page 9 of 9

For Federal Reserve Bank Use Only
ID_RSSD
County, State and Country Code
ID_RSSD_HD_OFF
City and Country Code

Branch, Agency, and Representative Office
of Foreign Banking Organizations (FBOs)
Schedule (BARO Schedule)

Use this schedule to report information about U.S. branches, agencies, representative offices, and managed non-U.S. branches of
FBOs, and U.S representative offices of foreign bank subsidiaries of FBOs.
Report all offices, including inactive offices that continue to retain their license.
Check box if correction
1.b. Date of Event:

1.a. Event Type (check all that apply):

(MM / DD / YYYY)

Characteristics Section
2.

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

Relocation
License Surrendered

FT

Opening
Change in Office Type
Commenced Activities through
Managed Non-U.S. Branch
Other, describe:

Office Type (including managed non-U.S. branches)
Branch

Agency

3.
Popular Name

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

DR
A

4.a. Current Address

Representative Office

Current Street Address (Physical Location)

If Relocation or Correction, Prior Street Address (Physical Location)

City and County

If Relocation or Correction, Prior City and County

State, Country, and Zip / Postal Code

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

5.

Head Office Legal Name

City, Province, Country, and Zip / Postal Code

12/2012