Consolidated Holding Company Report of Equity Investments in Nonfinancial Companies (Semiannually)

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INSTRUCTIONS FOR PREPARATION OF

Consolidated Holding Company Report
of Equity Investments in Nonfinancial
Companies
FR Y-12

Purpose of Report
The information collected on the FR Y-12 allows the
Federal Reserve to monitor the growth of domestic bank
holding company, savings and loan holding company,
and U.S. intermediate holding companies, (collectively,
‘‘holding company’’) investments in nonfinancial companies and their contributions to capital, profitability, risk,
and volatility.1 The FR Y-12 provides more timely
information than can be obtained through periodic supervisory reviews of this business line and serves to identify
institutions that are significantly changing their risk
profiles in this business line or devoting significant
resources to this line of business.

GENERAL INSTRUCTIONS
Scope of the Information
Consolidation rules for the FR Y-12 are the same as the
FR Y-9C/SP. That is, for a holding company meeting the
reporting criteria described below, the holding company
should consolidate its subsidiaries on the same basis as it
does for its annual reports to the Securities and Exchange
Commission (SEC) or, for those holding companies that
do not file reports with the SEC, on the same basis as
described in generally accepted accounting principles
(GAAP) as set forth in the FASB Accounting Standards
Codification and these instructions. For purposes of these
instructions, the FASB Accounting Standards Codification is referred to as ‘‘ASC.’’ Generally, under the rules
for consolidation established by the SEC and by GAAP,
1. Savings and loan holding companies do not include any trust (other
than a pension, profit-sharing, stockholders’ voting, or business trust)
which controls a savings association if such trust by its terms must
terminate within 25 years or not later than 21 years and 10 months after the
death of individuals living on the effective date of the trust, and (a) was in
existence and in control of a savings association on June 26, 1967, or, (b) is
a testamentary trust. See Section 238.2 of Regulation LL, dated September 13, 2011, for more information.
FR Y-12
General Instructions September 2016

holding companies should consolidate any company in
which it owns more than 50 percent of the outstanding
voting stock. The report should include all nonfinancial
equity investments, regardless of where they are reflected
on the balance sheet. Holding companies should exclude
only those equity securities held in a trading account that
are short-term in nature (namely, those that are managed
or purchased with the intent to sell in relation to shortterm movement in the price of the investment). In a
multi-tiered organization with one or more holding companies, only the top-tier holding company should complete the FR Y-12, which would be prepared on a
consolidated basis. However, if a lower-tier holding
company is functioning as the consolidated top-tier
reporter for other financial reports (for example, when
the top-tier is a non-U.S. holding company, ESOP, or
limited partnership), this lower-tier holding company
should file the FR Y-12 on a consolidated basis.

Who Must Report
The FR Y-12 reporting form must be filed by each
top-tier domestic holding company that files an FR Y-9C
and has aggregate nonfinancial equity investments (as
defined below) that equal or exceed the lesser of $100 million (on an acquisition cost basis), or 10 percent of the
holding company’s consolidated Tier 1 capital as of the
report date.
The FR Y-12 reporting form also must be filed by each
top-tier domestic holding company that files an FR Y9SP and has aggregate nonfinancial equity investments
(as defined below) that equal or exceed 10 percent of the
holding company’s total capital (as reported in item 16(f)
of the balance sheet on the FR Y-9SP) as of the report
date.
A domestic holding company is a holding company that
is incorporated in one of the 50 States of the United
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General Instructions

States, the District of Columbia, Puerto Rico, or any U.S.
territory or possession.

What is a Nonfinancial Equity
Investment?
This report collects information on nonfinancial equity
investments held by a holding company on a consolidated basis. For the purposes of this report, a nonfinancial
equity investment means an equity investment made by
the holding company or any of its subsidiaries (see the
Scope of the Information section above):
• pursuant to the merchant banking authority of section 4(k)(4)(H) of the Bank Holding Company Act
(BHC Act) (12 U.S.C. 1843 (k)(4)(H)) and subpart J of
the Board’s Regulation Y,
• under section 4(c)(6) or 4(c)(7) of the BHC Act
(12 U.S.C. 1843(c)(6) and (c)(7)) in a nonfinancial
company (as defined in the glossary) or in a company
that makes investments in nonfinancial companies,
including mutual funds that hold equity investments.
• investments made through a Small Business Investment Company (SBIC) that is consolidated with the
holding company or subsidiary, or in an SBIC that is
not consolidated, under section 302(b) of the Small
Business Investment Act of 1958,
• in a nonfinancial company under the portfolio investment provisions of the Board’s Regulation K (12 CFR
211.8(c)(3), or
• in a nonfinancial company under section 24 of the
Federal Deposit Insurance Act (12 U.S.C. 1831a).
This report does not collect information on equity investments that a holding company or any of its subsidiaries
may make under other legal authorities. For example, this
report does not collect information on nonfinancial
investments made by an insurance company subsidiary of
a financial holding company (FHC) under section 4(k)(4)(I) of the BHC Act (12 U.S.C. 1843(k)(4)(I)).
Also, this report does not collect information on DPC
investments.

holding companies that file the FR Y-9SP, as of the end
of June and December. The report must be submitted
within 45 calendar days of the reporting date. Reporting
holding companies should submit an original and one
copy of the report to the appropriate Federal Reserve
Bank. Each report submitted should be signed and certified by an executive officer of the holding company.
‘‘Executive Officer’’ is defined in 12 CFR 215.2(d).

Alternative Report Forms
In lieu of using the printed FR Y-12 report form, the
respondent may report the required data on computer
print-outs that are in the identical format and size as the
printed form, including line items and columns in the
order in which they appear on the printed form. The form
must be signed by an executive officer of the reporting
institution.
Electronic submission of report form - Any holding
company interested in submitting the FR Y-12 electronically should contact the appropriate Federal Reserve
Bank. Holding companies choosing to submit these
reports electronically must maintain in their files a manually signed and attested printout of the data submitted.
Holding companies should use the cover page of the
report form to fulfill the signature requirement and attach
it to the data printout or declaration page.

Reporting in Dollars
All dollar amounts should be converted to U.S. dollars
using the spot exchange rate on the report date, regardless
of the currencies in which the transactions reported are
denominated. The translations should be made on the
same basis as used by the reporter to prepare its FR Y-9C
and FR Y-9SP. If the holding company has no activity to
report or if the item does not apply, enter a zero.

Rounding
Round all dollar amounts reported on this form to the
nearest million dollars.

thousand

Filing of Reports

Negative Entries

The report is to be prepared quarterly for holding companies that file the FR Y-9C, as of the end of March, June,
September, and December, and semi-annually for those

Paper filers should report negative amounts in parentheses or with a minus (-) sign and electronic filers should
report negative amounts with a minus (-) sign.

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FR Y-12
General Instructions September 2013

March 2019

December 2018

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General Instructions

Confidentiality
The completed version of this report generally is available to the public upon request on an individual basis.
However, a reporting holding company may request
confidential treatment for certain portions of the FR Y-12
if the holding company is of the opinion that disclosure
of specific commercial or financial information in the
report would likely result in substantial harm to its
competitive position, or that disclosure of the submitted
information would result in an unwarranted invasion of
personal privacy.

A request for confidential treatment must be submitted in
writing concurrently with the submission of the report.
The request must discuss in writing the justification for
which confidentiality is requested and must demonstrate
the specific nature of the harm that would result from
public release of the information. Merely stating that
competitive harm would result or that information is
personal is not sufficient. The Federal Reserve System
may subsequently release information for which confidential treatment is requested, if the Board of Governors
determines that the disclosure of such information is in
the public interest.

The completed version of this report generally is available to the public upon request on an individual basis.
However, if a reporting holding company is of the opinion that disclosure of specific commercial or financial
information in the FR Y-12 report is likely to result in substantial harm to its competitive position, the holding
in accordance with section 261.15 of the Board's Rules Regarding
company may request confidential treatment for certain portions of the FR Y-12 pursuant to the Board's Rules
the Availability of Information, 12 CFR 261.15,
Regarding Availability of Information, 12 CFR 261.15. A request for confidential treatment must be submitted
in writing concurrently with the submission of the FR Y-12 report. This written request must provide the legal
justification for which confidentiality is requested and must provide specific facts to demonstrate the nature
of the harm that would result from public release of the information. Merely stating that competitive harm
would result from disclosure is not sufficient. The Federal Reserve System may subsequently release
information for which confidential treatment is requested, if (1) disclosure of such information is required by
law (other than 5 U.S.C. § 552); (2) more than 10 years has passed since the request for confidential
treatment was made by the reporting holding company; or (3) less than 10 years have passed but the Board
believes that the information cannot be withheld from disclosure under 5 U.S.C. § 552(b)(4), and the
reporting holding company is provided with written notice of the Board's views and with an opportunity to
object to the Board's disclosure of the information that the holding company previously requested be treated
as confidential pursuant to 12 CFR 261.15 and 261.16.

March 2019
FR Y-12
General Instructions March 2013

December 2018

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LINE ITEM INSTRUCTIONS FOR

Preparation of Consolidated Holding
Company Report of Equity Investments
in Nonfinancial Companies
FR Y-12

Column Instructions
Column A: Acquisition Cost (Schedules A,
B, and C)
Report in column A the aggregate acquisition cost of the
nonfinancial equity investments of the holding company.
For purposes of this report, acquisition cost represents
the amount paid by the holding company for the nonfinancial equity investment when it was acquired. This
value should only be adjusted to reflect permanent writedowns taken, as well as any partial returns of capital
received.

Column B: Net Unrealized Holding Gains
Not Recognized as Income (Schedules A
and C)
Report in column B the net unrealized holding gains, net
of applicable taxes; on all nonfinancial equity investments that are reported in accumulated other comprehensive income on the FR Y-9C or FR Y-9SP. For example,
for nonfinancial equity investments treated as availablefor-sale securities under ASC Topic 320, InvestmentsDebt and Equity Securities (formerly FASB Statement
No. 115, Accounting for Certain Investments in Debt and
Equity Securities), report the unrealized gains reported in
other comprehensive income. When calculating unrealized holding gains on nonfinancial equity investments,
the amount should be reduced by any unrealized holding
losses. If unrealized holding losses exceed unrealized
gains (i.e. net unrealized holding losses), report the net
loss in parentheses or with a minus (-) sign (paper filers)
or with a minus (-) sign (electronic files).

Column C: Carrying Value (Schedules A, B
(Col. B), and C)
Report in column C (and schedule B, column B) the
carrying value of all nonfinancial equity investments as
Instructions for Preparation of Reporting Form FR Y-12
Line Item Instructions March 2013

of the end of the reporting period. For the purposes of this
report, carrying value refers to the amount of the investment as reflected in the holding company’s consolidated
financial statements prepared in accordance with GAAP.
For example:
• Equity securities accounted for under ASC Topic 320,
Investments-Debt and Equity Securities (formerly
FASB Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities), as availablefor-sale are accounted for under ASC Topic 320 at fair
value on the balance sheet. Therefore the fair values
would be considered the carrying value of these securities.
• For nonfinancial equity investments that are accounted
for under the equity method of accounting, the carrying
value is the acquisition cost adjusted for pro-rata share
of earnings/losses and decreased by cash dividends or
similar distributions.
• For nonfinancial equity investments that do not have
readily determinable fair values, carrying value should
be reported at historical cost.

(Schedule A only)
Column D: Publicly Quoted Value
Report in column D the publicly quoted market value of
all publicly traded nonfinancial equity investments as of
the end of the reporting period (e.g., the number of shares
held times the closing market price per share on the last
business day of the reporting period). For purposes of this
report, a public company is a company that has one or
more issues of publicly traded stock. If no quoted market
price is available, enter zero.
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Line Item Instructions

(Schedule D only)
Column A, Column C, and Column E:
Acquisition Cost
Report in column A the aggregate acquisition cost of all
direct public investments subject to the listed transactions during the reporting period. Report in column C
the aggregate acquisition cost of all direct nonpublic
investments subject to the listed transactions during the
reporting period. For purposes of this report, acquisition
cost represents the amount paid by the holding company
for the nonfinancial equity investment when it was
acquired, adjusted for any permanent write-downs taken
in prior reporting periods, or any partial returns of capital
received in prior reporting periods. Report in column E
the aggregate acquisition cost of all indirect (fund)
investments subject to the listed transactions during the
reporting period.

Column B, Column D, and Column F:
Carrying Value
Report in column B the carrying value of all direct
public investments subject to the listed transactions
during the reporting period. Report in column D the
carrying value of all direct nonpublic investments
subject to the listed transactions during the reporting
period. For the purposes of this report, carrying value
refers to the amount of the investment as reflected in the
holding company’s consolidated financial statements prepared in accordance with GAAP. For example, availablefor-sale equity securities generally are accounted for
under ASC Topic 320, Investments-Debt and Equity
Securities (formerly FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities), at fair value on the balance sheet. Therefore fair
value would be considered the carrying value of these
securities. Report in column F the carrying value of all
indirect (fund) investments subject to the listed transactions during the reporting period.

Instructions for Specific Lines of
Schedule A: Type of Investments
Line Item 1

Direct investments in public entities

For purposes of this report, a public entity is an entity that
has one or more issues of publicly traded stock. Report in
column A the acquisition cost of the holding company’s
nonfinancial equity investment in public entities. Report
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in column B net unrealized holding gains not recognized
as income. Report in column C the carrying value of the
holding company’s investments in public entities. Report
in column D the publicly quoted value of the holding
company’s investments in public entities.
Line Item 2
entities

Direct investments in nonpublic

For purposes of this report, a nonpublic entity is one that
does not have any issue of publicly traded stock. Report
in column A the acquisition cost of these investments.
Report in column B net unrealized holding gains not
recognized as income. Report in column C the carrying
value of these investments.
Line Item 3

All indirect investments

Report in column A the acquisition cost of the holding
company’s nonfinancial equity investments in these funds
or other entities. See the glossary for a definition of
indirect investments. Report in column B net unrealized
holding gains not recognized as income. Report in column C the carrying value of these investments. For
purposes of this report, the total amount of the equity
investment in the fund is reportable even if only a portion
of the fund investments is made in nonfinancial companies.
Line Item 4

Total portfolio

Report in columns A through C the totals of items 1, 2,
and 3 for Schedule A.

Memoranda
Line Item M1

Total portfolio

Check the box that represents the total number of companies in which the holding company has nonfinancial
equity investments. For indirect investments, count the
number of investment funds or similar entities in which
the holding company has an indirect investment.
Line Item M2 Investments held under merchant
banking authority (FHCs only)
This item only applies to FHCs. Report in column A the
acquisition cost of investments held by the FHC (on a
consolidated basis) under the merchant banking authority
of the Gramm-Leach-Bliley Act (GLBA) (12 U.S.C.
1843(k)(4)(H)) and Federal Reserve regulation. Report in
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Line Item Instructions March 2013

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Line Item Instructions

column B net unrealized holding gains of these investments not recognized as income. Report in column C the
carrying value as defined above. The carrying value
should be reported using the same valuation method used
in preparing the FR Y-9C or FR Y-9SP.
Line Item M3 Pre-tax impact on net income from
items 1, 2, and 3 above (FR Y-9C filers only)
For direct or indirect investments reported in items 1, 2,
and 3 above, report the impact that these investments had
on the holding company’s consolidated net income (loss).
The information reported for this line item should reflect
the pre-tax year-to-date net gain (loss) that the nonfinancial equity investments reported on lines 1, 2, and 3 of the
form had on the filer’s net income (loss) reported in
Schedule HI, item 8 of the FR Y-9C. Filers should not
include overhead or other expense related items when
calculating the net gain (loss) produced by the nonfinancial equity investments captured on the form. This item
should not be reported by holding companies that file the
FR Y-9SP report. If the impact on net income is a loss,
report the net loss in parentheses or with a minus (-) sign
(paper filers) or with a minus (-) sign (electronic filers).
Include the net gain (loss) of all nonfinancial equity
investments not held in the trading account, regardless of
where such investments are reflected in the financial
statements of the reporting holding company.
Line Item M4 Investments managed for others
This item applies to all holding companies that manage
nonfinancial equity investments for others by serving as a
general partner in a limited partnership or performing a
similar function in a private equity fund. These investments are not owned by the holding company and are not
consolidated in the holding company’s financial statements. Exclude investments managed through a bank
trust department in a fiduciary capacity. While this is an
off-balance sheet item, report the carrying value of all
investments managed for others, as established by the
general partner (in the case of a fund) or as established by
the holding company in its investment management
capacity. If the holding company does not manage nonfinancial equity investments for others, proceed to Schedule B.
Line Item M5 Pre-tax impact on net income for
management fees from item M4 above (FR Y-9C
filers only)
Report the impact on the holding company’s consolidated net income (loss) from management fees generated
Instructions for Preparation of Reporting Form FR Y-12
Line Item Instructions March 2013

from investments managed for others reported in item
M4. The information reported for this line item should
reflect the pre-tax year-to-date net gain (loss) that the
management fees for the investments reported on line M4
of the form had on the filer’s net income (loss) reported
in Schedule HI, item 8 of the FR Y-9C. Filers should not
include overhead or other expense related items when
calculating the net gain (loss) produced by the nonfinancial equity investments captured on the form. This item
should not be reported by holding companies that file the
FR Y-9SP report. If the impact on net income is a loss,
report the net loss in parentheses or with a minus (-) sign
(paper filers) or with a minus (-) sign (electronic filers).

Instructions for Specific Lines of
Schedule B: Type of Security
Line Item 1

Common stock

Report in column A the acquisition cost of the holding
company’s nonfinancial equity investments that are in the
form of voting and non-voting common stock. Report in
column B the carrying value of all such voting and
nonvoting common stock held by the holding company.
Line Item 2 Convertible debt and convertible
preferred stock
Report in column A the acquisition cost of the holding
company’s nonfinancial equity investments that are in the
form of convertible debt and convertible preferred stock.
Report in column B the carrying value of such convertible bonds and convertible preferred stock held by the
holding company. This item would include mezzanine
debt that is convertible into equity.
Line Item 3

Other equity instruments

Report in column A the acquisition cost of all of the
holding company’s other nonfinancial equity investments
not specified in items 1 and 2. Report in column B the
carrying value of these nonfinancial equity investments.
See the glossary definition of equity investment for what
types of securities to include in this item.
Line Item 4

Total portfolio

Report the sum of items 1 through 3 for columns A and
B. Item 4, columns A and C of Schedule A must equal
item 4, columns A and B of Schedule B, respectively.
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Line Item Instructions

Memoranda
Line Item M1

Unused equity commitments

Report any unused portion of legally binding commitments to make a nonfinancial equity investment.
Line Item M2

Warrants

Does the holding company hold any Warrants or similar
instruments received in connection with equity investment activity? (See the glossary definition) Enter ‘‘1’’ if
yes, ‘‘0’’ (zero) if no.

Instructions for Specific Lines of
Schedule C: Type of Entity Within
the Banking Organization
Line Item 1

Depository institutions

Line Item 1(a)

SBICs

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the nonfinancial equity
investments held by all SBICs that are consolidated in the
financial statements of a subsidiary depository institution
of the holding company. Also include the acquisition cost
and carrying value of any nonfinancial equity investment
made by a subsidiary depository institution in a SBIC
that is not consolidated with the depository institution for
accounting purposes.
Line Item 1(b)

Edge and agreement corporations

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments of all Edge or agreement
corporations that are owned or controlled by subsidiary
depository institutions of the holding company. Edge
corporations are formed under Section 25A of the Federal Reserve Act and agreement corporations are formed
under Section 25 of the Federal Reserve Act.
Line Item 1(c)

All other

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments of the subsidiary depository institutions of the holding company that are not
reported in items 1(a) or 1(b). All other nonfinancial
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equity investments owned or controlled directly or indirectly through a depository institution should be reported
on this line item.
Line Item 2 Parent holding company and other
nonbank subsidiaries
Line Item 2(a)

SBICs

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments (including nonfinancial
equity investments held under Merchant Banking Authority) of all SBICs that are consolidated with the holding
company for accounting purposes and that are not owned
or controlled by the holding company through a depository institution. Also include any nonfinancial equity
investment made directly or indirectly by the holding
company or a nondepository subsidiary in a SBIC that is
not consolidated for accounting purposes.
Line Item 2(b)

Edge and agreement corporations

Report in columns A, and B, and C, the acquisition cost,
net unrealized holding gains not recognized as income,
and carrying value, respectively, of the direct and indirect
nonfinancial equity investments of all Edge or agreement
corporations that are not owned or controlled by the
holding company through a depository institution. Edge
corporations are formed under Section 25A of the Federal Reserve Act and agreement corporations are formed
under Section 25 of the Federal Reserve Act.
Line Item 2(c)

Broker-Dealers

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments (including nonfinancial
equity investments held under Merchant Banking Authority) of subsidiaries of the holding company that are
registered with the SEC as a broker-dealer. Exclude any
nonfinancial equity investment held in a trading account
in accordance with applicable accounting principles and
as part of an underwriting, market making or dealing
activity. Also, exclude nonfinancial equity investments of
broker-dealers that are controlled by the holding company through a depository institution.
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Line Item Instructions

Line Item 2(d)

Private Equity subsidiaries

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the all direct and indirect
nonfinancial equity investments held in a nonbank subsidiary predominantly engaged in investing and managing nonfinancial equity investments authorized under
section 4(c)(6) or 4(c)(7) of the BHC Act, or under
Merchant Banking authority of GLBA (excluding investments held by SBICs, Edge or agreement corps, and
broker-dealers reported in 2(a), 2(b), and 2(c) above.
Line Item 2(e)

All other

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of all other direct and indirect nonfinancial equity investments of the holding company and its nondepository institution subsidiaries that
are not reported in items 2(a) through 2(d).
Line Item 3

Total portfolio

Columns A, B, and C must equal the sum of items 1 and
2 of Schedule C, and item 4, columns A, B, and C of
Schedule A.

Memoranda
Line Item M1

columns A, B, and C, should equal Schedule A, item 4,
columns A, B, and C.

Instructions for Specific Lines of
Schedule D: Nonfinancial Investment
Transactions During Reporting Period
Line Item 1

Report in columns A and B for direct public investments,
columns C and D for direct nonpublic investments, and
columns E and F for indirect (fund) investments, the
aggregate acquisition cost and carrying value, respectively, of all nonfinancial equity investment purchases
made during the reporting period. In most cases carrying
value will equal acquisition cost. This item is reported as
a net addition to the portfolio.
Line Item 2

Less: Return of Capital

Report in columns A and B for direct public investments,
columns C and D for direct nonpublic investments, and
columns E and F for indirect (fund) investments, the
aggregate acquisition cost and carrying value of all
investments that realized returns of capital (exclusive of
realized gains/losses) during the reporting period. This
item is reported as a net reduction to the portfolio.
Line Item 3

Domestic investments

Purchases

Net Valuation Changes

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments of the consolidated holding company in companies domiciled in the 50 States of
the United States, the District of Columbia, Puerto Rico,
and U.S. territories and possessions. The sum of memoranda items 1 and 2, columns A, B, and C, should equal
Schedule A, item 4, columns A, B, and C.

Report in column B for direct public investments, column D for direct nonpublic investments, and column F
for indirect (fund) investments, the aggregate net change
to the portfolio carrying value since the last reporting
period. Changes should include adjustments to all nonfinancial equity investments reflecting write-ups, writedowns, or write-offs during the reporting period. If the
aggregate change is a negative value, enclose the amount
in parentheses or with a minus (-) sign (paper filers) or
use a minus (-) sign (electronic filers).

Line Item M2

Line Item 4

Foreign investments

Report in columns A, B, and C, the acquisition cost, net
unrealized holding gains not recognized as income, and
carrying value, respectively, of the direct and indirect
nonfinancial equity investments of the consolidated holding company in companies domiciled outside the 50
States of the United States, the District of Columbia,
Puerto Rico, and U.S. territories and possessions. The
sum of memorandum item 1 and memorandum item 2,
Instructions for Preparation of Reporting Form FR Y-12
Line Item Instructions March 2013

Other

Report in columns A and B for direct public investments,
columns C and D for direct nonpublic investments, and
columns E and F for indirect (fund) investments, any
other transactions affecting the aggregate acquisition cost
or carrying value of the portfolio during the reporting
period. (e.g., write-downs for permanent impairment or
investments acquired through mergers. Holding companies have the option of including permanent impairment
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Line Item Instructions

write-downs to carrying value in net valuation changes in
line item 3). If a negative value, enclose the amount in
parentheses or with a minus (-) sign (paper filers) or use a
minus (-) sign (electronic filers).

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Line Item 5

Total Transactions

Report the sum of items 1 through 4, for columns A, B,
C, D, E, and F.

Instructions for Preparation of Reporting Form FR Y-12
Line Item Instructions March 2013

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Glossary

For the definition of Appropriate Federal Reserve Bank,
Bank Holding Company, BHC Act, Company, Control,
Depository Institution, Edge Corporation, FHC, Foreign
Investment, Savings and Loan Holding Company, and
U.S. intermediate holding companies, please refer to the
glossary of the FR Y-10.
Acquisition Cost: For purposes of this report, acquisition cost refers to the aggregate acquisition cost of
nonfinancial equity investments currently held. This
value should be adjusted to reflect permanent writedowns as well as any partial returns of capital. Exclude
adjustments for temporary impairment write-downs,
amortization of discounts or premiums (e.g., on convertible debt), and fair value adjustments.
Carrying Value: For the purposes of this report, carrying
value refers to the amount of the investment as reflected
in the holding company’s consolidated financial statements prepared in accordance with GAAP. Carrying
value includes adjustments for return of capital as well as
impairment write-downs, amortization of discounts or
premiums (e.g., convertible debt), and fair value adjustments that are reflected on the balance sheet.
Convertible Bonds and Convertible Preferred Stock:
For the purposes of this report, bonds or preferred stock
that can be converted into or redeemed for a company’s
common stock at a prearranged price are considered
convertible.
Direct Investment: For the purposes of this report, a
direct investment is any nonfinancial equity investment
that the holding company or any of its consolidated
subsidiaries holds directly in a nonfinancial entity.
Equity Investment: For purposes of this report, an
equity investment refers to common stock, partnership
interests, convertible preferred stock, convertible debt,
and warrants, options, and other rights that give the
holder the right to acquire common stock or instruments
convertible into common stock. An equity investment
FR Y-12
Glossary September 2016

does not include any position or security held in a trading
account on a short-term basis, in accordance with applicable accounting principles, and as part of an underwriting, market-making or dealing activity.
Indirect Investment: For the purposes of this report, an
indirect investment is a nonfinancial equity investment
that the holding company or any of its consolidated
subsidiaries has in an investment fund or similar entity
that is engaged in the business of making equity investments in nonfinancial companies. An investment fund
can be organized in any form, including as a partnership,
corporation, or limited liability company. An example of
an indirect investment is an investment in a private equity
fund that makes merchant banking investments under
section 4(k)(4)(H) of the BHC Act (12 U.S.C.
1843(k)(4)(H)).
Mezzanine Financing: Mezzanine generally refers to
that subordinated layer of financing between a company’s senior debt and equity. This type of financing
combines the characteristics of debt and equity funding,
and, in many instances, is convertible into equity securities or comes with warrants attached. Mezzanine debt is
often used to finance acquisitions and buyouts, and is
viewed as an attractive investment because of its higher
returns that are unavailable to senior lenders. However, in
a liquidation situation mezzanine lenders’ repayment
status is only better than that of the equity holders.
Nonfinancial Company: A nonfinancial company is a
company that is engaged in any activity that has not been
determined to be financial in nature or incidental to a
financial activity under section 4(k) of the BHC Act (12
U.S.C. 1843(k)). Examples of activities that are considered nonfinancial in nature are: Telecommunications,
Health Care, Entertainment, Transportation, and Manufacturing.
Nonpublic Company: A nonpublic company has equity
shares that are not traded on the open market. This type
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Glossary

of company is also called a private company, which is the
opposite of a public company.
Public Company: A public company has issued securities through a ‘‘public offering’’ and are now traded on
the open market (i.e., NYSE, NASDAQ). This type of
company is also called ‘‘publicly held’’ or publicly
traded, and the opposite of a private company.
Subsidiary: For purposes of this report, subsidiary means
any company in which the holding company, directly or

GL-2

indirectly, owns or controls more than 50 percent of the
outstanding voting stock and which is consolidated under
GAAP in the parent holding company’s financial statements.
Warrant: A type of security, usually issued together
with a subordinated debt instrument (Mezzanine Debt),
restructured debt, or a bond or preferred stock offer, that
entitles the holder to buy (exercise) a proportionate
amount of common stock at a specified price, for a period
of years or to perpetuity.

FR Y-12
Glossary March 2013