Reporting FR Y-10

Board of Governors of the Federal Reserve System

Instructions for the Preparation of

Report of Changes in Organizational Structure
Reporting Form FR Y-10
Effective March 2023

INSTRUCTIONS FOR PREPARATION OF

Report of Changes in Organizational
Structure
FR Y–10

General Instructions

• certain merchant banking or insurance company
investments;

Introduction

• establishment in the United States of branches, agencies, and representative offices of FBOs and activities through managed non-U.S. branches;

Use the FR Y-10 to report changes to the worldwide
organizational structure of bank holding companies
(BHCs), savings and loan holding companies
(SLHCs),1 U.S. intermediate holding companies
(IHCs), member banks, Edge and agreement corporations, and to the U.S. operations of foreign banking
organizations (FBOs).2 Such changes include:
• information about the Reporter itself;
• acquisition of interests in BHCs, IHCs, SLHCs,
FBOs, banks organized under U.S. law and savings
associations;
• acquisition of interests in nonbanking companies
that are owned by BHCs, IHCs, SLHCs, and nonqualifying 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;

• opening, closing, or relocation of foreign branches of
member banks, BHCs, IHCs, 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, IHCs, or SLHCs, 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 Page 1
• Banking Schedule

1. Legacy unitary savings and loan holding companies are included
in SLHCs and are required to file the FR Y-10 with the appropriate
Federal Reserve Bank.
2. 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

• Savings and Loan Schedule
• Nonbanking Schedule
• Merger Schedule
• 4(k) Schedule
• Domestic Branch Schedule
• Foreign Branch of U.S. Banking Organizations
Schedule
GEN-1

December 2022

General Instructions

• Branch, Agency, and Representative Office of FBOs
Schedule (BARO Schedule)
• Glossary of terms used in these instructions
• Appendix A - Federal Reserve Board Legal Authority Codes
If more than one transaction is reportable for a particular submission, multiple schedules should be submitted. Several supporting schedules may be included
under one completed page 1 of the FR Y-10 report
form.

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.
• Top-tier SLHCs, ESOPs, ESOTs, or trusts that are
SLHCs pursuant to Regulation LL (12 CFR
238.2(m)(2)).
• Security holding companies as authorized under
Section 618 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 (the DoddFrank Act), 12 U.S.C. 1850a(c)(1).
• 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.

another BHC or SLHC that is not a FBO, the top-tier
BHC or SLHC should file reports on behalf of all
lower-tier BHCs or SLHCs.
The same procedure should be followed by tiered organizations consisting of nonqualifying FBOs.
In the case of a tiered FBO organization, where one
qualifying FBO3 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 a 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 or
SLHC is responsible for filing for itself and all lowertier BHCs or SLHCs.
In the case where an FBO establishes an IHC or designates an existing BHC as an IHC, the top-tier FBO
must file on behalf of itself and the IHC. The IHC
does not file the FR Y-10 report.

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

Tiered Organizations
In the case of a tiered BHC or SLHC organization
where one BHC or SLHC that is not a FBO controls
GEN-2

October 2016

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

FR Y-10

General Instructions

reported on Federal Reserve structure reports4 about
a Banking Company. See the Banking Schedule part
of these instructions for further explanation and
reporting directions.
• Interests in Savings and Loan 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 SLHC, or savings association
(Savings and Loan Company for the purposes of the
FR Y-10); changes in the level or type of ownership
interest in a Savings and Loan Company; cessation
of business or liquidation of a Savings and Loan
Company; changes in the principal activities of a
Savings and Loan Company; and changes to information previously reported on Federal Reserve
structure reports or the former Office of Thrift
Supervision reports about a Savings and Loan Company. See the Savings and Loan Schedule part of
these instructions for further explanation and reporting directions.
• Interests in Nonbanking Companies: For BHCs or
SLHCs, interests in Nonbanking Companies
includes the acquisition, sale, or transfer of a controlling interest in an existing or new company other
than a BHC or SLHC, bank organized under U.S.
law, FBO (Nonbanking Company for purposes of
the FR Y-10), or IHC that holds directly or indirectly
a bank organized under U.S. law; 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, Savings and
Loan, or a Nonbanking Company in which the
Reporter previously had reported an ownership
interest on Federal Reserve structure reports. See the
4. 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.

FR Y-10

Merger Schedule part of these instructions for further explanation and reporting directions.
• 4(k) Activities: Commencement by a Reporter that
is a FHC of an activity it has not previously conducted, whether the result of acquisition of an existing Nonbanking Company, formation of a new
Nonbanking Company, or commencement of a new
activity by an existing company. See the 4(k) Schedule of these instructions for further explanation and
reporting directions.
• Merchant Banking or Insurance Company Investments: Certain large merchant banking investments,
insurance company investments, or the event of a
name change. See the 4(k) Schedule part 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 of top-tier BHCs or SLHCs,
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 or SLHC 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.
• 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 part of these
instructions for further explanation and reporting
directions.
• Branches, Agencies, and Representative Offıces: The
opening, closing (with or without license surrender),

GEN-3

October 2016

General Instructions

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.
• 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.

Legal Entity Identifier (LEI)
The Reporter must provide the LEI for all banking,
nonbanking, and savings and loan legal entities reportable on the Banking, Non-Banking, SLHC, and 4K
schedules (not the Branch schedules) of the FR Y-10 if
one has already been assigned. If the Reporter or any
of its reportable entities does not have a LEI, it is not
required to obtain one for the sole purpose of reporting the LEI on the FR Y-10.
LEIs issued or lapsed are reportable within 30 calendar
days of the event on the appropriate FR Y-10
schedules.

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, SLHC, FBO, unaffiliated SMB or
Edge or agreement corporation, or National Bank)
must complete a Banking, Savings and Loan, or
Nonbanking Schedule for itself, and a Banking, Savings and Loan, 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
GEN-4

October 2016

Reporter becomes a Reporter and must report any
activity engaged in by the Reporter under Section 4(k) of the BHC Act or Section 10(c)(2)(H) of the
Home Owners’ Loan Act (“HOLA”). 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) of the BHC Act or Section 10(c)(2)(H) of HOLA 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 Holding Companies - FR Y-6
and the Annual Report of Foreign Banking Organizations - FR Y-7 reporting requirements, the organization chart submitted with the FR Y-10 may be different
from the organization chart submitted with the
Reporter’s FR Y-6 or FR Y-7 report.
• Cessation of Status as a Reporter: Any event that
terminates a company’s status as a Reporter. If termination of Reporter status results from sale or liquidation of a Reporter or from the Reporter becoming inactive, complete a Banking Schedule, Savings
and Loan Schedule, or Nonbanking Schedule, as
appropriate, with respect to the Reporter. Follow the
instructions for reporting the event type “External
Transfer,” “Liquidation,” or “Became Inactive,” as
appropriate, and also check the event type box next
to “No Longer Reportable.”
If termination of Reporter status results from sale or
liquidation of a Reporter’s U.S. subsidiary bank, commercial lending company, or Edge or agreement corporation or savings association, complete a Banking
Schedule, Savings and Loan Schedule, or Nonbanking
FR Y-10

General Instructions

Schedule, as appropriate, following the instructions for
“External Transfer” or “Liquidation,” as appropriate.
In addition, submit a Banking Schedule, Savings and
Loan Schedule, or Nonbanking Schedule, as appropriate, with respect to the Reporter, but only check the
event type box next to “No Longer Reportable,” provide the date of the event, and provide the Reporter’s
legal name and location in Items 2 and 3 of the Characteristics Section.
If termination of Reporter status results from sale or
closure of a Reporter’s U.S. branch(es) or agency(s),
complete a Branch, Agency, and Representative Office
of FBOs Schedule. In addition, submit a Banking
Schedule or Nonbanking Schedule, as appropriate,
with respect to the Reporter, but only check the event
type box next to “No Longer Reportable,” and provide
the date of the event and the Reporter’s legal name and
location in the Characteristics Section.

Where and When to File this Report
The appropriate Federal Reserve Bank (see the Glossary) must receive an original and one copy of this
report within 30 calendar days after a reportable event.
Earlier submission would aid the Federal Reserve in
reviewing and processing the report.

FR Y-10 Online Submission Option
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
Note: Reports that contain a request for confidential
treatment should not be submitted electronically.

Alternative Submission Options
As an alternative, the reporter may file the FR Y-10 by
mail, e-mail, or fax. The filing of a completed report
will be considered timely, regardless of when the report
is received by the appropriate Federal Reserve Bank, if
the report is postmarked for mail or date/timestamped
for e-mail and fax within 30 calendar days after a
reportable event.
FR Y-10

Information on the CUSIP number of the Reporter
(BHC, SLHC, or unaffiliated state member bank); a
BHC’s lower-tier U.S. BHCs subsidiary U.S. banks; a
SLHC’s lower-tier U.S. SLHCs subsidiary, U.S. savings
association; a FBO’s IHC; 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.

Signatures
The FR Y-10 shall be signed by a duly authorized official (see the FR Y-10 Glossary) of the Reporter. By
signing page 1 of the FR Y-10 report form, the duly
authorized official acknowledges that any knowing
and willful misrepresentation or omission of a material
fact constitutes fraud in the inducement and may subject the official to legal sanctions provided by 18 U.S.C.
§§ 1001 and 1007.
Holding companies must maintain in their files a
physical copy of the manually signed FR Y-10 cover
page for a period of three years following submission.

Confidential Treatment
Once submitted, a FR Y-10 report becomes a Federal
Reserve Board (Board) record and may be requested
by any member of the public pursuant to the Freedom
of Information Act (FOIA), 5 U.S.C. § 552. Under the
FOIA, Board records generally must be disclosed
unless they are determined to fall, in whole or in part,
within the scope of one or more of the FOIA exemptions from disclosure. See 5 U.S.C. § 552(b)(1)-(9).
The exempt categories include (but are not limited to)
“trade secrets and commercial or financial information
obtained from a person and privileged or confidential”
(exemption 4), and information that, if disclosed,
“would constitute a clearly unwarranted invasion of
personal privacy” (exemption 6)5. In certain limited
circumstances, the Federal Reserve may grant confidential treatment for some or all of the items for which
such treatment has been requested if the institution
clearly has provided a compelling justification for the
5. FOIA exemptions 4 and 6 may be applicable for requests for confidentiality. For a complete list see the Board’s public web site
http://www.federalreserve.gov/foia/exemptions.htm

GEN-5

March 2023

General Instructions

request. 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 Page 1 of 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.
The Reporter also must submit a letter prior to or concurrent with submission of the two-part FR Y-10. The
written request must identify the specific items for
which confidential treatment is requested, provide justification for the confidential treatment requested for
the identified items, 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 is not sufficient.
Reporters must submit a request for confidential treatment prior to or 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.

Check Box
The Reporter must select on page 1 of the form
whether any confidential treatment is requested for any
portion of the report. If the answer to the first ques-

GEN-6

March 2023

tion is “Yes,” the Reporter must indicate whether a
letter justifying the request for confidential treatment is
included with the submission or has been provided
separately. If an institution does not fulfill both requirements, or does not check the appropriate boxes, confidential treatment will not be considered.
Note: Responses to the questions regarding confidential
treatment on page 1 of the form will be considered public
information.
Information for which confidential treatment is
requested may be released subsequently by the Federal
Reserve System, in accordance with the terms of
12 CFR 261.16, if the Board of Governors determines
that the disclosure of such information is required by
law or in the public interest. If the Federal Reserve
deems it necessary to release confidential data, the
reporting institution will be notified before it is
released. For further information on the procedures for
requesting confidential treatment and the Board’s procedures for addressing such requests, consult the
Board’s Rules Regarding Availability of Information,
12 CFR part 261, including 12 CFR 261.15, which
governs requests for confidential treatment.

Additional Information Requests
In some instances, the appropriate Federal Reserve
Bank may request a Reporter to submit organization
charts, narrative descriptions, or other information to
supplement information provided on the FR Y-10.
Provision of such information is not a substitute for a
requirement to file a FR Y-10, but can aid in the understanding of significant acquisitions, mergers, reorganizations, or other transactions involving multiple
reportable events. The Reporter must follow the steps
outlined immediately above with respect to any additional information for which it seeks confidential
treatment.

FR Y-10

SPECIFIC INSTRUCTIONS FOR

Page 1
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,
Savings and Loan, 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, Savings and Loan, or Nonbanking
Schedule.
Reporter’s Mailing Address (if different from physical
street address): For mailing purposes, provide the
Reporter’s mailing address to which mailings for the
Reporter should be sent. A street address or post office
box is acceptable. Provide the nine-digit zip code, if
available.

Phone Number: Provide the telephone number (including area code and if applicable, the extension) of the
contact person.
Fax Number: Provide the fax number (including the
area code) of the contact person.
E-mail Address: Provide the electronic mailing address
of the contact person.
Contact’s Mailing Address (if different from the Reporter’s mailing address): For mailing purposes, provide
the contact’s mailing address to which mailing for the
Reporter’s contact person should be sent. The street
address or post office box is 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
page 1 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.

Legal Entity Identifier (LEI)
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.
FR Y-10

The top-tier holding company (Reporter) must provide
its LEI on page 1 of this report if it already has one. If
the Reporter does not have a LEI, it is not required to
obtain one. Refer to the General Instructions and the
Glossary entry for “Legal Entity Identifier” for further
information.
PG-1

October 2016

Page 1

Confidential Treatment
Indicate, by entering 0 for “No” or 1 for “Yes,” as
appropriate, whether the Reporter seeks confidential
treatment for any portion of the submission. If the
Reporter has entered 1 for “Yes,” the Reporter must
provide a written request identifying the specific
item(s) and justification for which the confidential
treatment is requested. The Reporter also should indi-

PG-2

October 2016

cate (by checking the appropriate boxes on page 1 of
the form) that a letter justifying the request is being
submitted with the form or that one has been provided
separately.
NOTE: Information for which confidential treatment is
being requested must be provided separately and labeled
“confidential.” Refer to the General Instructions for further information on confidentiality.

FR Y-10

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,2
Foreign Banking Organization (FBO) or U.S. Intermediate Holding Company (IHC) that holds directly or
indirectly a bank organized under U.S. law. 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.

whether a Reporter controls a Banking Company,
apply the definition of “control” applicable to Banking
Companies found in the Glossary.
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;

Interests in Banking Companies

• Any changes rendering the Reporter’s interest in a
Banking Company no longer reportable; and

Reporters are required to file the FR Y-10 reports for
the following list of general reporting categories.

• Any change to information previously reported on
this schedule.

Initial Acquisition / Formation: 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

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.

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 Savings and Loan Schedule, Nonbanking
Schedule, or 4(k) Schedule, as appropriate.

FR Y-10

3. As noted in the instructions for Item 13.a of this schedule, a
Reporter that in the aggregate controls more than 5 percent 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

October 2016

Banking Schedule

Reporting Mergers: When a Banking Company is
merged into a Reporter or a Reporter’s subsidiary as
part of the same transaction in which the Reporter
acquires the Banking Company (i.e., the Banking
Company no longer exists as a legal entity), the acquisition of that Banking Company should be reported on
the Merger Schedule instead of the Banking Schedule.
Check box if correction: Check this box to indicate that
previously reported information was filed incorrectly
and has been corrected with the information provided.
Item 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.
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, Savings and Loan, 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.
BKG-2

December 2022

Note: If the externally transferred subsidiary has one or
more subsidiaries, the Reporter must file a separate
Banking, Savings and Loan, or Nonbanking Schedule
(as appropriate) for each subsidiary. Also, report any
partial external transfer of a previously reported interest
in a Banking Company as a “Change in Ownership.”
Internal Transfer: Sale or other transfer of a direct
holder’s entire previously reported interest in a Banking Company to the Reporter or to a different subsidiary of the Reporter. To report, check the event type
box next to “Internal Transfer,” report the date of the
event in Item 1.b, the Banking Company’s legal name
in Item 2.a, and location in Item 3.a of the Characteristics Section. In addition, in the Ownership Section,
report the new direct holder’s (the acquirer’s) name
and location in Item 12, and report the former direct
holder’s (the seller’s) name and location in Item 16. If
the event results in any change in legal authority, also
report the new legal authority code in the Activity and
Legal Authority Section.
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
FR Y-10

Banking Schedule

holder’s shares, stock redemption, nonparticipation in
a share issuance by the reportable bank, or other
causes. To report, check the event type box next to
“Change in Ownership,” report the date of the event in
Item 1.b, the Banking Company’s legal name in
Item 2.a, and location in Item 3.a of the Characteristics Section. In addition, in the Ownership Section,
complete Items 12, 13, 14, 15, and 16 as appropriate, to
reflect the Change in Ownership.
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 addiFR Y-10

tion, in the Activity and Legal Authority Section,
report only the updated information.
No Longer Reportable: Any transaction that renders a
Reporter’s interest in a Banking Company no longer
reportable. In general, once a Reporter acquires an
interest in a Banking Company, the interest remains
reportable so long as the Banking Company is actively
engaged in business and: (1) the Reporter in the aggregate directly or indirectly controls more than 5 percent
of any class of voting shares of the Banking Company
or (2) the Reporter controls the Banking Company. To
determine if the Reporter controls the Banking Company, apply definition of “control” applicable to Banking Companies 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
“Liquidation” or “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
BKG-3

December 2022

Banking Schedule

reportable event, even if the Federal Reserve System’s
prior approval is not required. To report such an acquisition, check the event type box next to “Debts Previously Contracted” and also report as “Acquisition of a
Going Concern” or “Change in Ownership,” as
appropriate.
Became Reportable: Any transaction that renders
reportable a Reporter’s interest in a Banking Company
that is already a going concern, but does not involve
the Reporter’s initial acquisition of an interest in, or
formation of, that Banking Company. To report, check
the event type box next to “Became Reportable,”
report the date of the event in Item 1.b, and complete
all sections of the schedule.
Other: If none of the listed event types adequately
describes the reportable event, check the box next to
“If Other, please describe,” and provide a text description in the space provided.
Item 1.b Date of Event
Provide the calendar date on which the reportable
event took legal effect:
• Acquisition of a Going Concern or full or partial
sale or transfer: the first day the Banking Company
was acquired by the direct holder;
• De Novo Formation: the first day the new Banking
Company opened for business;

Examples:
• BHC A is reporting the inactivity of Bank 1. The last
day Bank 1 was active and open for business was on
Friday, January 5. The date of event should be the
last day the reportable company was open Friday,
January 5.
• BHC B is reporting the liquidation of Bank 2. The
last day Bank 2 was active and open for business was
Wednesday, March 22. The date of event should be
the last day the reportable company was open Wednesday, March 22.
• BHC C is reporting the internal transfer of Bank 3
from Bank E, to Bank F. The last day Bank E held
Bank 3 was Monday, June 10. The date of event
should be the first day the reportable company was
held by the direct holder. Bank 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.
• FBO E has designated an existing U.S. BHC subsidiary, BHC G, an IHC, on Friday, July 1, 2016. The
date of the event is Friday, July 1. For purposes of
the FR Y-10, the parent FBO is considered the
Reporter for the IHC, BHC G.

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

Characteristics Section

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

Item 2.a Legal Name of Banking Company
Provide the Banking Company’s current full legal
name.

• Change in Ownership: the first day the reportable
direct holder’s ownership level changed;
• Liquidation: the last day the Banking Company was
held by the direct holder;
• Became Inactive: the last day a Banking Company
engaged in business;
• Change in Characteristics: the first day the Banking
Company’s characteristics changes;
• Change in Activity or Legal Authority: the first day
the activity or legal authority changed;
• Became Reportable: the first day on which the Banking Company became reportable.
BKG-4

December 2022

Item 2.b If Name Change or Correction, Prior Legal
Name of Banking Company
In the event of a name change or correction, provide
the Banking Company’s previously reported legal
name.
Item 3.a Current Street Address (Physical Location),
City and County, State/Province, Country, Zip/Postal
Code; and State or Country (if foreign) of
Incorporation
Use the U.S. Postal Service address to provide the current street address, city and county, state/province,
country, and zip/postal code, of the Banking CompaFR Y-10

Banking Schedule

ny’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 found in the
Glossary.
For de novo formations, acquisitions, and changes in
characteristics, companies that are incorporated/ organized in the U.S. should report the state of incorporation and companies that are incorporated/organized
outside of the U.S. should report the country of incorporation. Reporters may also report the state or country of incorporation for other event types. The state or
country (if foreign) of incorporation is required for all
business organization types. For instance, limited
liability companies should report the state or country
in which they filed their articles of organization.
Nationally chartered entities, such as national banks,
should state that they are “Federally Chartered” in lieu
of stating the state or country (if foreign) of incorporation.
Item 3.b If Relocation or Correction, Prior Street
Address (Physical Location), City and County, State/
Province, Country, Zip/Postal Code; and State or
Country (if foreign) of Incorporation
In the event of a relocation or correction, provide the
prior street address, city and county, state/province,
country, 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. Nationally chartered entities, such as national
banks, should state that they are “Federally Chartered” in lieu of stating the state or country (if foreign)
of incorporation.
Item 4 Date Opened
Provide the date on which the Banking Company
opened for business, only if reporting one of the following: Acquisition of a Going Concern, De Novo
Formation, or a correction to the Date Opened that
was previously reported in error.

FR Y-10

Item 5 Fiscal Year End (FBOs, BHCs, and IHCs
Only)
Provide the month and day of the FBO’s, BHC’s, or
IHC’s fiscal year end. Leave blank if the Banking
Company is neither a BHC, IHC, nor a FBO.
Item 6 SEC Reporting Status
Check the box corresponding to the Banking Company’s current SEC reporting status:
• 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 Act
This box should be checked if the Banking Company
is required to file annual and other periodic reports
pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and not subject to the
Sarbanes-Oxley Act of 2002. Do not check this box

BKG-5

December 2022

Banking Schedule

if the Banking Company has a delay in reporting
under Section 404 of the Sarbanes-Oxley Act of
2002.
• Terminated or Suspended reporting requirements
under 13(a) or 15(d) of the Securities Exchange Act of
1934
This box should be checked if the Banking Company
has terminated or suspended duties to file periodic
reports under section 13(a) or 15(d) of the Securities
Exchange Act of 1934 for reasons specified by the
SEC regulations.
Item 7 CUSIP Number
The Reporter must report the most recently assigned
and currently active six-digit CUSIP number for itself,
its lower-tier U.S. BHCs, its IHCs, and its subsidiary
U.S. banks. State member banks not controlled by a
BHC should report the CUSIP number for themselves.
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.
However, no new issues will be made under the nonBKG-6

December 2022

survivor’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.a Tax ID Number
Report a 9-digit Tax ID number for the Reporter and
its reportable Banking Companies. 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 8.b Legal Entity Identifier (LEI)
Report the LEI for the Reporter’s Banking Companies
if one already exists. If the Banking Company does not
have a LEI, it is not required to obtain one. Refer to the
Glossary entry for “Legal Entity Identifier” for further
information.
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. Intermediate Holding Company (IHC) that
holds directly or indirectly a bank organized under
U.S. law,
• U.S. Commercial Bank, or
• U.S. State Chartered Savings Bank.
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.

FR Y-10

Banking Schedule

If none of the listed types adequately describes the
Banking Company, check the box next to “Other,
please describe,” and provide a text description.
Note: U.S. State Chartered Savings Banks and Cooperative Banks that comply with the Qualified Thrift
Lender (QTL) test and have elected under Section 10(l) of the HOLA to be treated as a Savings Association should be reported on the Savings and Loan
Schedule.
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 “Other, please
describe,” and provide a text description.
Item 11 Is the Banking Company Consolidated in the
Reporter’s Financial Statements? (only reportable for
foreign investments)
Check “Yes” if the Banking Company is consolidated
in any subsidiary domestic commercial bank’s Consolidated Reports of Condition and Income
(FFIEC 031) within the Reporter’s organization. Otherwise, check “No.”
Note: If reporting for a foreign investment, but the subsidiary domestic commercial bank does not file the Consolidated Reports of Condition and Income
(FFIEC 031), leave this item blank.

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
FR Y-10

direct holder’s percentage for the class in which the
Reporter controls the highest percentage. If needed,
see the instructions on page BKG-1 (and accompanying footnote) of these instructions for further information on multiple classes of voting shares and multiple
direct holders.
To determine the appropriate percentage to report,
round the actual number down to the nearest
whole percentage. For example, a percentage of 79.85
should be rounded down to 79.
Note: There are two exceptions to this rounding rule:
when the percentage is greater than 50 but less than 51,
report the percentage as 51, or if the percentage is
greater than 0 but less than 1, report the percentage as 1.
In general, a direct holder is considered to control all
shares that it has the power to vote, but not shares held
in a fiduciary capacity. However, shares held by the
direct holder as fiduciary are deemed controlled by the
direct holder if the shares are held for the benefit of
employees, shareholders, members, or affiliates of the
Reporter or any subsidiary of the Reporter, or if the
shares are of a BHC or bank organized under U.S. law
and the Reporter has directly or indirectly had the sole
power to vote the shares for more than 2 years. In addition, a security that is convertible into a voting security
at a holder’s option is deemed to be a share of the class
into which it is convertible.
Interests in Partnerships or Limited Liability Companies: Report these interests as described in Items 13.c
and 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.
Leave blank if the direct holder does not control any
nonvoting shares. 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.
BKG-7

December 2022

Banking Schedule

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 partnerships and limited liability
companies, 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.

Activity and Legal Authority Section

Item 13.d Interests in Partnerships or Limited
Liability Companies
If the reportable company is a partnership or limited
liability company (LLC) 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 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 Banking 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.

In general, partner interests should be reported as they
are designated in the partnership agreement and member interests should be reported as they are designated
in the LLC agreement. However, if a partner is the sole
partner of a partnership or a member is the sole member
of an LLC, this partner or member should be reported as
the general partner or managing member, respectively.
Item 14 Control by Direct Holder
Check the appropriate box to indicate whether the
direct holder controls the Banking Company. To determine if the direct holder controls the Banking Company, apply the definition of “control” applicable to
Banking Companies 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” applicable to Banking
Companies 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 Transfer” or “Internal Transfer.”
BKG-8

December 2022

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
Banking Company’s first fiscal year.

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.

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:
https://www.census.gov/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.
FR Y-10

SPECIFIC INSTRUCTIONS FOR THE

Savings and Loan Schedule
FR Y–10

What to Report
Use this schedule to report the acquisition of interests
in Savings and Loan Companies, and other transactions involving interests in Savings and Loan Companies.1 For purposes of the FR Y-10, a Savings and
Loan Company is a Savings and Loan Holding Company (SLHC) or a savings association organized under
U.S. law.2 To complete the Savings and Loan 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 Savings and Loan Companies
Reporters are required to file the FR Y-10 reports for
the following list of general reporting categories.
Initial Acquisition/Formation: A Reporter’s initial
acquisition of an interest in a Savings and Loan Company, including the formation of a top-tier SLHC, is a
reportable event if as a result of the acquisition, the
Reporter directly or indirectly acquires control of the
Savings and Loan Company, or directly or indirectly
acquires control of more than 5 percent of a class of
the Savings and Loan 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 Savings and Loan Company, apply the definition of “control” applicable to Savings and Loan Companies found in the Glossary.
1. A Reporter that is a Savings and Loan Company should use the
Savings and Loan Schedule to report information about itself.
2. For purposes of the FR Y-10, “Savings and Loan Company”
refers to SLHCs and savings associations as those terms are defined in
the Glossary. If a Savings and Loan Company also meets the definition
of a Banking Company, such entity should be reported on the Banking
Schedule.

FR Y-10

Subsequent Events: Once a Reporter has acquired such
an interest in a Savings and Loan 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 Savings and Loan Company;
• The transfer of all or part of the interest to another
subsidiary within the Reporter’s organization;
• Liquidation of a Savings and Loan Company;
• Any changes rendering the Reporter’s interest in a
Savings and Loan 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 Savings and Loan Company through more than one direct
holder, the Reporter must file a separate Savings and
Loan Schedule for each direct holder.3 As long as the
Reporter’s interest in the Savings and Loan Company
remains reportable, the Reporter must report any subsequent acquisition of any additional interest in the
Savings and Loan Company by any additional direct
holders.

3. As noted in the instructions for Item 13.a of this schedule, a
Reporter that in the aggregate controls more than 5 percent of more
than one class of the Savings and Loan 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 Savings and
Loan 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.

SL-1

October 2016

Savings and Loan Schedule

Reporting Mergers: When a Savings and Loan Company is merged into a Reporter or a Reporter’s subsidiary as part of the same transaction in which the
Reporter acquires the Savings and Loan Company
(i.e., the Savings and Loan Company no longer exists
as a legal entity), the acquisition of that Savings and
Loan Company should be reported on the Merger
Schedule instead of the Savings and Loan 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 1.a Event Type
Check the event type box(es) that best describes the
event type being reported. 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 Savings and Loan
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 Savings and
Loan 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, Savings and Loan, or Nonbanking Schedule (as appropriate) for each subsidiary.
De Novo Formation: Opening for business of a new
Savings and Loan 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 Savings and Loan Company
is not reportable until the Savings and Loan Company
opens for business.
External Transfer: Sale, divestiture, or other transfer of
a direct holder’s entire previously reported interest in a
Savings and Loan 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 Savings and Loan
Company’s legal name in Item 2.a, and location in
Item 3.a of the Characteristics Section. In addition, in
SL-2

December 2022

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: If the externally transferred subsidiary has one or
more subsidiaries, the Reporter must file a separate Banking,
Savings and Loan, or Nonbanking Schedule (as appropriate) for each subsidiary. Also, report any partial external
transfer of a previously reported interest in a Savings and
Loan Company as a ‘‘Change in Ownership.”
Internal Transfer: Sale or other transfer of a direct
holder’s entire previously reported interest in a Savings
and Loan 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 Savings and Loan 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 Savings and Loan Company by
filing two Savings and Loan 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
Savings and Loan 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 Savings and
Loan 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 Savings and Loan Company, control of any other
ownership interest in the Savings and Loan Company,
or control of the Savings and Loan Company; or a
FR Y-10

Savings and Loan Schedule

change in the Reporter’s status with respect to control
of the Savings and Loan 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 savings association, 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 Savings and Loan Company’s legal name in
Item 2.a, and location in Item 3.a of the Characteristics Section. In addition, in the Savings and Loan
Schedule December 2012 Ownership Section, complete Items 12, 13, 14, and 15 as appropriate, to reflect
the Change in Ownership.
Liquidation: Liquidation of a Savings and Loan 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 Savings and Loan 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 Savings and
Loan 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 Savings
and Loan 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 Savings and Loan Company’s previously reported primary
or secondary activity, commencement of a secondary
activity, termination of a previously reported activity,
FR Y-10

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
Savings and Loan 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 Savings and Loan Company no
longer reportable. In general, once a Reporter acquires
an interest in a Savings and Loan Company, the interest remains reportable so long as the Savings and Loan
Company is actively engaged in business and: (1) the
Reporter in the aggregate directly or indirectly controls
more than 5 percent of any class of voting shares of the
Savings and Loan Company or (2) the Reporter controls the Savings and Loan Company. To determine if
the Reporter controls the Savings and Loan Company,
apply the definition of “control” found in the Glossary
applicable to Savings and Loan Companies. 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
"Liquidation" or “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 Savings and
Loan Company’s legal name in Item 2.a, and the location in Item 3.a of the Characteristics Section. If a Savings and Loan Company that is inactive subsequently
becomes active and was not previously reported by the
Reporter, report as a “De Novo Formation.” However,
SL-3

December 2022

Savings and Loan Schedule

if the Reporter had previously reported an interest in
the Savings and Loan 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 SLHC or savings
association 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 Savings and Loan
Company that is already a going concern, but does not
involve the Reporter’s initial acquisition of an interest
in, or formation of, that Savings and Loan 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
“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: the first day the
Savings and Loan Company was acquired by the
direct holder;
• De Novo Formation: the first day the new Savings
and Loan Company opened for business;
• External Transfer: the last day the Savings and Loan
Company was held by the direct holder;
• Internal Transfer: the first day the Savings and Loan
Company was held by the direct holder;
• Change in Ownership: the first day the reportable
direct holder’s ownership level changed;
• Liquidation: the last day on which a Savings and
Loan Company ceased engaging in business;
• Became Inactive: the last day a Savings and Loan
Company engaged in business;
SL-4

December 2022

• Change in Characteristics: the first day on which the
name change, relocation, or other change became
legally effective;
• Change in Activity or Legal Authority: the first day
the activity or legal authority changed;
• Became Reportable: the first day on which a Savings
and Loan Company became reportable.
Examples:
• SLHC A is reporting the inactivity of Savings Association 1. The last day Savings Association 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.
• SLHC B is reporting the liquidation of Savings
Association 2. The last day Savings Association 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.
• SLHC C is reporting the internal transfer of Savings
Association 3 from Savings Association 4 to Savings
Association 5. The last day Savings Association 4
held Savings Association 3 was Monday, June 10.
The date of event should be the first day the reportable company was held by the direct holder Savings
Association 5 - Tuesday, June 11.
• SLHC D is reporting the acquisition of Savings
Association 6. The date Savings Association 6 was
acquired by SLHC 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
• SLHC E is reporting that its subsidiary, Savings
Association 7, has elected to operate as a Covered
Savings Association (CSA). Savings Association 7's
election to operate as a CSA becomes effective on
Monday, July 1. The date of the event should be the
date the change in characteristics of the reportable
company became effective—Monday, July 1.

Characteristics Section
Item 2.a Legal Name of Savings and Loan Company
Provide the Savings and Loan Company’s current full
legal name.
FR Y-10

Savings and Loan Schedule

Item 2.b If Name Change or Correction, Prior Legal
Name of Savings and Loan Company
In the event of a name change or correction, provide
the Savings and Loan Company’s previously reported
legal name.
Item 3.a - Current Street Address (Physical Location),
City and County, State/Province, Country, Zip/Postal
Code; and State or Country (if foreign) of
Incorporation
Use the U.S. Postal Service address to provide the current street address, city and county, state/province,
country, and zip/postal code of the Savings and Loan
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 found in the
Glossary.
For de novo formations, acquisitions, and changes in characteristics, companies that are incorporated/ organized in
the U.S. should report the state of incorporation and companies that are incorporated/organized outside of the U.S.
should report the country of incorporation. Reporters may
also report the state or country of incorporation for other
event types. The state or country (if foreign) of incorporation is required for all business organization types. For
instance, limited liability companies should report the state
or country in which they filed their articles of organization.
Nationally chartered entities, such as national banks,
should state that they are "Federally Chartered" in lieu of
stating the state or country (if foreign) of incorporation.
Item 3.b If Relocation or Correction, Prior Street
Address (Physical Location), City and County,
State/Province, Country, Zip/Postal Code; and State or
Country (if foreign) of Incorporation
In the event of a relocation or correction, provide the
prior street address, city and county, state/province,
country, and zip/postal code of the Savings and Loan
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. Nationally chartered entities, such as national
banks, should state that they are "Federally Chartered"
FR Y-10

in lieu of stating the state or country (if foreign) of
incorporation.
Item 4 Date Opened
Provide the date on which the Savings and Loan Company opened for business, only if reporting one of the
following: Acquisition of a Going Concern, De Novo
Formation, or a correction to the Date Opened that
was previously reported in error.
Item 5 Fiscal Year End (SLHCs Only)
Provide the month and day of the SLHC’s fiscal year
end. Leave blank if the Savings and Loan Company is
not a SLHC.
Item 6 SEC Reporting Status
Check the box corresponding to the Savings and Loan
Company’s current SEC reporting status:
• Not ApplicableThis box should be checked if the Savings and Loan
Company is not subject to any of the other check
box selections described for this item. For example:
A De Novo savings association 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 Savings and Loan
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 Savings and Loan
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.
SL-5

December 2022

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

Item 7 CUSIP Number
The Reporter must report the most recently assigned
and currently active six-digit CUSIP number for itself,
any lower-tier SLHCs and its subsidiary U.S. Savings
Association.
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.”
SL-6

March 2023

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 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.a Tax ID Number
Report a 9-digit Tax ID number for the Reporter and
its reportable Savings and Loan Companies. 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 8.b Legal Entity Identifier (LEI)
Report the LEI for the Reporter’s Savings and Loan
Companies if one already exists. If the Savings and
Loan Company does not have a LEI, it is not required
to obtain one. Refer to the Glossary entry for “Legal
Entity Identifier” for further information.
Item 9 Savings and Loan Company Type
Check the box corresponding to the type that most
accurately describes the Savings and Loan Company:
• Stock SLHC
• HOLA 10(l) Stock SLHC
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.

FR Y-10

Savings and Loan Schedule

• Trust (non-testamentary) SLHC
• Mutual SLHC

separate Savings and Loan Schedule for each direct
holder. Leave this item blank if filed by a Reporter
about itself or for event type “External Transfer.”

• HOLA 10(l) Mutual SLHC
• Federal Savings Association
• Federal Savings Association/Covered Savings Association6
• State Savings Association
• Federal Savings Bank
• State Savings Bank HOLA 10(l) Election,
• Cooperative Bank HOLA 10(l) Election, or
• Other, please describe.
Item 10 Business Organization Type
Check the appropriate box to indicate the legal organization type of the Savings and Loan Company. If none
of the listed descriptions adequately describes the
organization type, check the box next to “Other, please
describe,” and provide a text description.
Item 11 Is the Savings and Loan Company
Consolidated in the Reporter’s Financial Statements?
(only reportable for foreign investments)
Check “Yes” if the Savings and Loan Company is consolidated in any subsidiary domestic insured depository institution’s Consolidated Reports of Condition
and Income (FFIEC 031) within the Reporter’s organization. Otherwise, check “No.”
Note: If reporting for a foreign investment, but the subsidiary domestic insured depository institution does not
file the Consolidated Reports of Condition and Income
(FFIEC 031), leave this item blank.

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
6. The Federal Savings Association/Covered Savings Association check
box should only be selected if the reportable company has submitted an
election to operate as a Covered Savings Association (CSA) pursuant to
12 U.S.C § 1464a(b) and 12 CFR 101.3. For additional information,
review the Glossary entry for "Covered Savings Association."

FR Y-10

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 Savings and Loan 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 Savings and Loan 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 SL-1
(and accompanying footnote) of these instructions for
further information on multiple classes of voting
shares and multiple direct holders.
To determine the appropriate percentage, round 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 SLHC or savings association 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 Items 13.c
and 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 Savings and Loan Company’s voting shares, report
the percentage that, of the total nonvoting equity of
SL-7

December 2022

Savings and Loan Schedule

the Savings and Loan Company, is controlled by the
direct holder. Leave blank if the direct holder does not
control any nonvoting shares. Report the percentage
rounded down to the nearest whole percentage. For
example, a percentage of 61.75 should be reported
as 61.
Note: There are two exceptions to this rounding rule:
when the percentage is greater than 50 but less than 51,
report the percentage as 51, or if the percentage is
greater than 0 but less than 1, report the percentage as 1.
Item 13.c Other Interest
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 Savings and Loan Company.
Such an interest may include partnerships and limited
liability companies, exercise of control over the management of the Savings and Loan Company through a
management agreement, or the direct holder’s election
of one or more directors of the Savings and Loan
Company. Otherwise, check the “No” box.
Item 13.d Interests in Partnerships or Limited
Liability Companies
If the reportable company is a partnership or limited
liability company (LLC) 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.
In general, partner interests should be reported as they
are designated in the partnership agreement and member interests should be reported as they are designated
in the LLC agreement. However, if a partner is the sole
partner of a partnership or a member is the sole member
of an LLC, this partner or member should be reported as
the general partner or managing member, respectively.
Item 14 Control by Direct Holder
Check the appropriate box to indicate whether the
direct holder controls the Savings and Loan Company.
To determine if the direct holder controls the Savings
and Loan Company, apply the definition of “control”
applicable to Savings and Loan Companies found in
the Glossary.
SL-8

October 2016

Item 15 Control by Reporter
Check the appropriate box to indicate whether the
Reporter controls the Savings and Loan Company. To
determine if the Reporter controls the Savings and
Loan Company, apply the definition of “control” in
the Glossary applicable to Savings and Loan Companies found 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 Transfer” or “Internal Transfer.”

Activity and Legal Authority Section
Item 17.a Primary Activity
Report the activity that generated the largest percentage of the Savings and Loan Company’s gross revenue
during the Savings and Loan Company’s most recently
completed fiscal year. For a Savings and Loan 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 Savings and Loan
Company’s gross revenue during the Saving and Loan
Company’s first fiscal year.
Item 17.b Secondary Activity
For SLHCs, 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 Savings and Loan 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 Savings and Loan Company’s gross revenue during
the Savings and Loan Company’s first fiscal year. Do
not report more than one secondary activity. If the
Savings and Loan Company does not engage in any
activity other than its primary activity or is a savings
association, 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
FR Y-10

Savings and Loan Schedule

this activity is being conducted. If you are still unsure,
consult your organization’s legal counsel.

NAICS code from the U.S. Census Bureau’s website:
https://www.census.gov/naics/.

Description of Activity
NAICS Activity Code
(North American Industry Classification System
(NAICS) Activity Codes) Select a five or six-digit

FR Y-10

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

SL-9

December 2022

SPECIFIC INSTRUCTIONS FOR THE

Nonbanking Schedule
FR Y–10

What to Report

Interests in Nonbanking Companies

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, SLHC, bank or savings association organized
under U.S. law, Foreign Banking Organization (FBO),
or IHC that holds directly or indirectly a bank organized under U.S. law. Nonbanking Companies include
IHCs that do not directly or indirectly hold a bank
organized under U.S. law, Edge and agreement corporations and foreign banks that are not FBOs and any
foreign bank subsidiary of a 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.

In general, a Reporter’s acquisition of an interest in a
Nonbanking Company is a reportable event if, as a
result of the acquisition, the Reporter directly or indirectly acquires control of the Nonbanking Company.
The acquisition of such an interest is reported either as
an “Acquisition of a Going Concern” or as a “De
Novo Formation.” In all cases, a Reporter that is
required to file a regulatory financial report with the
Federal Reserve System about a Nonbanking Company is also required to file FR Y-10 report(s) regarding the subject Nonbanking Company. In addition, a
Reporter is required to file FR Y-10 reports for any
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

Note: Transactions involving SLHCs and savings associations should be reported on the Savings and Loan
Schedule.

Control: To determine whether a Reporter controls a
Nonbanking Company for purposes of the FR Y-10,
apply the definition of “control” found in the Glossary. If the Reporter is a Banking Company, apply the
definition of “control” for purposes of Banking Companies. If the Reporter is a Savings and Loan Company, apply the definition of “control” for purposes of
Savings and Loan Companies. 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 14.
Note: In general, an interest in a Nonbanking Company
is not reportable unless the Reporter directly or indirectly

1. 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 Savings and Loan Schedule, 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

3. However, a Reporter need only report information in response to
Items 2.a, 3.a, 12, 13, and 14 with respect to a company that does not
otherwise meet the reporting criteria but is both a subsidiary of the
Reporter and a parent of a Nonbanking Company.
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

NBK-1

March 2023

Nonbanking Schedule

controls the Nonbanking Company. Accordingly, note
the following:
• If the externally transferred subsidiary hasVariable
Interest Entities (as defined in ASC Subtopic 810-10,
Consolidation - Overall (formerly FASB Interpretation No. 46 (Revised), Consolidation of Variable
Interest Entities, as amended by FASB Statement
No. 167, Amendments to FASB Interpretation
No. 46(R)) generally are not reportable on the
FR Y-10, so long as the Reporter does not control
the entity.
• Advising and administering a mutual fund by itself
does not constitute a reportable interest of a
Reporter in that fund.
Exclusions: The following interests are not reportable
on the FR Y-10 even if they meet the definition of control found in the Glossary:
• Inactive Companies: An interest in a company that
exists as a matter of law, but does not engage in any
business activity. The interest becomes reportable
once the company begins to engage in business, as
follows: report as either a “De Novo Formation” if
the Reporter has not previously reported an interest
in the Nonbanking Company or report as a “Change
in Activity or Legal Authority” if the Reporter has
previously reported an interest in the Nonbanking
Company. Note that the term “inactive companies”
includes companies that have been setup as namesaving organizations or 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.
NBK-2

October 2016

• Debts Previously Contracted: An interest in a Nonbanking Company acquired to secure or collect a
debt previously contracted or in a Nonbanking
Company that solely holds assets acquired in satisfaction of a debt previously contracted. A company
that holds only foreclosed properties should not be
reported. Contrarily, a company that holds a mixture
of foreclosed properties and non-performing loans
that are not yet in default should be reported.
• Interests Held as Collateral: An interest held solely as
collateral securing an extension of credit.
• Companies Controlled Through an Insurance Underwriter: An interest in a Nonbanking Company organized under U.S. federal or state law, if controlled
directly or indirectly by an insurance underwriter.
This exception does not apply to either of the following: an interest in a Nonbanking Company that is the
underwriter’s highest-tier provider in the United
States of any primary line of insurance, or any interest that is a reportable merchant banking or insurance company investment as described in the
4(k) Schedule instructions.
• Special Purpose Vehicles (SPV): An interest in a
special purpose vehicle formed for specific leasing
transactions, such as a special purpose vehicle
engaged in a single leasing transaction.
• Companies Required to be Conformed or Divested: An
interest in any company which must be divested, or
the activities of which must be conformed, pursuant
to Sections 4(a) (2) or 4(n)(7) of the BHC Act, Section 10(c) of HOLA, or pursuant to a commitment
made to the Board or the Federal Reserve Bank. (See
also 12 CFR 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.
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

FR Y-10

Nonbanking Schedule

• 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
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
50 percent of the equity of Company B; or Company A otherwise controls Company B.
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

FR Y-10

Reporter’s interest in the Nonbanking Company
remains reportable, the Reporter must report any subsequent acquisition of any additional interest in the
Nonbanking Company by any additional direct
holders.
Reporting Mergers: When a Nonbanking Company is
merged into a Reporter or a Reporter’s subsidiary as
part of the same transaction in which the Reporter
acquires the Nonbanking Company (i.e., the Nonbanking Company no longer exists as a legal entity),
the acquisition of that Nonbanking Company should
be reported on the Merger Schedule instead of the
Nonbanking Schedule.
Check box if correction: Check this box to indicate that
previously reported information was filed 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, Savings and Loan, 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
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.

NBK-3

October 2016

Nonbanking Schedule

“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: If the externally transferred subsidiary has one or
more subsidiaries, the Reporter must file a separate
Banking, Savings and Loan, or Nonbanking Schedule
(as appropriate) for each subsidiary. Also, report any
partial external transfer of a previously reported interest
in a Nonbanking Company as a “Change in Ownership.”
Internal Transfer: Sale or other transfer of a direct
holder’s entire previously reported interest in a Nonbanking Company to the Reporter or to a different
subsidiary of the Reporter, as part of an internal reorganization. To report, check the event type box next to
“Internal Transfer,” report the date 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
NBK-4

December 2022

the event results in any change in legal authority, also report
the new legal authority code in the Activity and Legal Authority Section.
Change in Ownership: Denote any of the following: an
increase or decrease in a direct holder’s ownership percentage of a class of voting shares of a Nonbanking
Company if the resulting percentage would fall within
a range different from the range previously reported in
Item 13.a of the Ownership Section; a change in the
direct holder’s status with respect to control of any
other ownership interest in the Nonbanking Company
or control of the Nonbanking Company; or a change
in the Reporter’s status with respect to control of the
Nonbanking Company. A direct holder’s ownership percentage of a class of voting securities may
change due to acquisition of additional shares, sale or
transfer of some of the direct holder’s shares, stock
redemption, nonparticipation in a share issuance by
the reportable Nonbanking Company, or other causes.
To report, check the event type box next to “Change in
Ownership,” report the date of the event in Item l.b,
the Nonbanking Company’s legal name in Item 2.a,
and location in Item 3.a of the Characteristics Section.
In addition, in the Ownership Section complete Items
12, 13, 14, 15, and, 16, as appropriate, to reflect the
Change in Ownership.
Liquidation: Liquidation of a Nonbanking Company
in which a direct holder previously had reported an
interest. For purposes of the FR Y-10, liquidation
refers to final distribution of assets, satisfaction of
liabilities, and closing of capital accounts of a company, as opposed to sale or transfer of the company.
Liquidation may result from voluntary dissolution or
bankruptcy, and the liquidation process typically ends
with termination of the company’s legal existence. To
report, check the event type boxes next to “No Longer
Reportable” and “Liquidation,” report the date of the
event in Item 1.b, the Nonbanking Company’s legal
name in Item 2.a, and location in Item 3.a of the Characteristics Section.
Note: A Reporter need not file a FR Y-10 if liquidating a
company previously reported as “Became Inactive.”
Change in Characteristics: Change of a Nonbanking
Company’s legal name or address or any other change
to information previously reported on the Characteristics Section of this schedule. To report, check the event
type box next to “Change in Characteristics” and
FR Y-10

Nonbanking Schedule

report the date of the event in Item 1.b. In addition, to
report a name change, complete Items 2.a and 2.b and
for relocation, complete Items 3.a and 3.b. For any
other change to this section, report the Nonbanking
Company’s legal name in Item 2.a and location in
Item 3.a of the Characteristics Section, and report
updated information for the appropriate items in the
section.
Change in Activity or Legal Authority: Change in a
Nonbanking Company’s previously reported primary
or secondary activity, commencement of a secondary
activity, termination of a previously reported activity,
or change in the legal authority under which a previously reported activity is conducted. To report, check
the event type box next to “Change in Activity or Legal
Authority,” report the date of the event in Item 1.b, the
Nonbanking Company’s legal name in Item 2.a, and
location in Item 3.a of the Characteristics Section. In
addition, in the Activity and Legal Authority Section,
report only the updated information.
No Longer Reportable: Any transaction that renders a
Reporter’s interest in a Nonbanking Company no longer reportable. In general, once a Reporter acquires
control of a Nonbanking Company, the Reporter’s
interests in the Nonbanking Company remain reportable so long as the Nonbanking Company is actively
engaged in business and the Reporter controls the
Nonbanking Company (apply the definition of control
in the Glossary). To report, check the event type box
next to “No Longer Reportable.” In addition, check
the event type box corresponding to the event type that
rendered the 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
FR Y-10

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
“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: the first day the
reportable company was acquired by the direct
holder;
• 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 Nonbanking Company
was held by the direct holder;
• Became Inactive: the last day on which the Nonbanking Company engaged in business;
NBK-5

December 2022

Nonbanking Schedule

• 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.
• FBO F has designated an existing nonbank subsidiary, Nonbank Company Z, an IHC on July 1. The
date of the event is Friday, July 1. For purposes of
the FR Y-10, the parent FBO is considered the
Reporter for IHC, Nonbank Company Z.

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.
NBK-6

December 2022

Item 3.a City and County (Physical Location),
State/Province, Country, Zip/Postal Code; and State or
Country (if foreign) of Incorporation
Use the U.S. Postal Service address to provide the current city, county, state/province, country, 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 found in the
Glossary.
For de novo formations, acquisitions, and changes in
characteristics, companies that are incorporated/ organized in the U.S. should report the state of incorporation and companies that are incorporated/organized
outside of the U.S. should report the country of incorporation. Reporters may also report the state or country of incorporation for other event types. The state or
country (if foreign) of incorporation is required for all
business organization types. For instance, limited
liability companies should report the state or country
in which they filed their articles of organization.
Item 3.b If Relocation or Correction, Prior City and
County (Physical Location), State/Province, Country,
Zip/Postal Code; and State or Country (if foreign) of
Incorporation
In the event of a relocation or correction, provide the
prior city, county, state/province, country, and zip/
postal code for the head office of the Nonbanking
Company. Report the nine-digit zip code if available.
Also report the state or country (if foreign) of incorporation. If U.S. report the state of incorporation and if
foreign report the country of incorporation.
Item 4.a 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;
FR Y-10

Nonbanking Schedule

• The Securities and Exchange Commission (SEC)
and the Commodity Futures Trading Commission
(CFTC); or

2002, regardless if the Nonbanking Company has a
delay in reporting under Section 404 of the
Sarbanes-Oxley Act of 2002.

• The Securities and Exchange Commission (SEC)
only; or

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,
non- bank 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.

• The Commodity Futures Trading Commission
(CFTC) only; or
• A state securities department; or
• A state insurance regulator.
Item 4.b 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.
Note: Nonbank subsidiaries under a savings association
do not meet the definition of a Financial Subsidiary,
12 CFR 223.72(b)(8).
Item 5 Fiscal Year End (IHCs Only)
Provide the month and day of the IHC’s fiscal year
end. Leave blank if the Nonbanking Company is not
an IHC.
Item 6 SEC Reporting Status
Check the box corresponding to the Nonbanking Company’s current SEC reporting status:
• Not Applicable –
This box should be checked if the Nonbanking Company is not subject to any of the other check box
selections described for this item. For example: A De
Novo 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

FR Y-10

• 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 SECregistered 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.
NBK-7

October 2016

Nonbanking Schedule

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 consolidated 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.
NBK-8

December 2022

• 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.a Tax ID Number
Report a 9-digit Tax ID number for the Reporter and
its reportable Nonbanking Companies. 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 8.b Legal Entity Identifier (LEI)
Report the LEI for the Reporter’s Nonbanking Companies if one already exists. If the Nonbanking Company does not have a LEI, it is not required to obtain
one. Refer to the Glossary entry for “Legal Entity
Identifier” for further information.
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
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
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

FR Y-10

Nonbanking Schedule

Nondepository trust company
U.S. Intermediate Holding Company that does not
directly or indirectly hold a bank organized under
U.S. law Other holding company
Other company - If “Other, please describe”9
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 “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.

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
9. Companies formed to issue trust preferred securities typically are
reported as “Other company.”

FR Y-10

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 NBK-3 (and accompanying
footnote) of these instructions for further information
on multiple classes of voting shares and multiple direct
holders.
To determine the appropriate box to check, round 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.
Interests in Partnerships or Limited Liability Companies: Report these interests in Items 13.b and 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 partnerships and limited liability companies,
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.”
NBK-9

October 2016

Nonbanking Schedule

Item 13.c Interests in Partnerships or Limited
Liability Companies
If the reportable company is a partnership or limited
liability company (LLC) 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.”
In general, partner interests should be reported as they
are designated in the partnership agreement and member interests should be reported as they are designated
in the LLC agreement. However, if a partner is the sole
partner of a partnership or a member is the sole member
of an LLC, this partner or member should be reported as
the general partner or managing member, respectively.
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 from the Regulation Y control standard. The
Reporter should follow the “control” standard set
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.

NBK-10

October 2016

forth in the Glossary in determining the reportabilityof
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 Transfer” or “Internal Transfer.”
FR Y-10

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.

FR Y-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
https://www.census.gov/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.

NBK-11

December 2022

SPECIFIC INSTRUCTIONS FOR THE

Merger Schedule
FR Y–10

What to Report
Use this schedule to report a merger of a Banking, Savings and Loan, 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, savings and loan, or nonbanking, subsidiaries of merged (nonsurviving) entities. Complete other FR Y-10 schedules, as appropriate, for these reportable business events.
• Banking, savings and loan, 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, Savings and
Loan, or Nonbanking, Schedule

Reportable Events
The following are event types reported on this
schedule.

FR Y-10

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:

Reporter
survivor

Company B
non-survivor

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

Reporter

Company A
survivor

Company B
non-survivor

To report these types of events, complete the Merger
Schedule.
Note: When reporting a merger, the Reporter (survivor)
must report all reportable companies and branches/
offices acquired as a result of the merger.
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

MER-1

December 2022

Merger Schedule

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

Company A
nonsurvivor

Reporter

Company B
survivor

Company A
nonsurvivor

Company B
survivor

Do not report this type of merger on this schedule.
Instead, report on the Banking, Savings and Loan, or
Nonbanking, Schedule as appropriate for the company
being transferred (Company A in this case), following
the instructions for “External Transfer.”

To report this type of event, complete the Merger
Schedule. In addition, complete a Banking, Savings
and Loan, or Nonbanking, Schedule, as appropriate,
for the surviving company, according to instructions
for “Acquisition of a Going Concern.”
Internal Merger: In the following example, the
Reporter has previously reported interests in both
Company A and Company B. Company B merges into
Company A, with Company A as the surviving
company.

Check box if correction: Check this box to indicate that
previously reported information was filed incorrectly
and has been corrected with the information provided.

Reporter

Company A
survivor

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 on the Banking or Merger
Schedule, as appropriate: No longer reportable, the BHC
liquidated, the BHC was merged, or the BHC was
acquired as a lower-tier BHC. Similarly, if a savings
association is the only subsidiary held by a SLHC, and
the subsidiary savings association merges, one of the
following events should be reported on the Savings and
Loan Schedule or Merger Schedule, as appropriate: No
longer reportable, the SLHC liquidated, the SLHC was
merged, or the SLHC was acquired as a lower-tier
SLHC.

Company B
nonsurvivor

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

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.

Mergers Involving an External Transfer:

Item 2 Survivor
Provide the surviving company’s current legal name
and the location of the company’s head office.

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.

Item 3 Nonsurvivor
Provide the nonsurviving company’s legal name and
the location of the company’s head office.

Non-reportable Events

MER-2

October 2016

FR Y-10

Merger Schedule

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

FR Y-10

nonsurviving company became a branch of the surviving company. If the response is “Yes”, submit a
Domestic Branch Schedule to indicate the popular
name of the branch.

MER-3

October 2016

SPECIFIC INSTRUCTIONS FOR THE

4(k) Schedule
FR Y–10

What to Report
Use this schedule to fulfill legal obligations of FHCs
under Section 4(k) of the BHC Act or Section 10(c)(2)(H) of HOLA 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 definition of ‘‘control’’
found in the Glossary section of these instructions. If
the FHC is a Banking Company, apply the definition
of ‘‘control’’ for purposes of Banking Companies. If
the FHC is a Savings and Loan Company, apply the
definition of ‘‘control’’ for purposes of Savings and
Loan Companies.
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) of the BHC Act or Section 10(c)(2)(H) of
HOLA 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
FR Y-10

Item 1.b. In Item 2.a, check the box next to the appropriate FRS legal authority code, provide the five or
six-digit NAICS activity code, and provide a description of the activity only if unable to identify a five or
six-digit NAICS code corresponding to the new activity. Report additional new activities in Items 2.b and
2.c if applicable.
Note: If commencement of the new activity results in a
change to the primary or secondary activity of the FHC
or any of its subsidiaries, also report as a ‘‘Change in
Activity or Legal Authority’’ on the Banking, Savings
and Loan, or Nonbanking Schedule, 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) of the BHC Act or Section 10(c)(2)(H) of
HOLA 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.’’
4(K)-1

December 2012

4k Schedule

New Activity Commenced Through a De Novo Formation: Conducting an activity under Section 4(k) of the
BHC Act or Section 10(c)(2)(H) of HOLA through a
de novo company (or companies) that was not previously engaged in directly or indirectly by the FHC. To
determine if a FHC controls a Nonbanking Company,
apply the standard for ‘‘control’’ found in the Glossary
section of these instructions. If a new activity is commenced through the formation of more than one company on the same date, only one 4(k) Schedule is
required. If more than three new activities are commenced, complete additional schedules, as needed. In
Item l.a check the box next to ‘‘New Activity Commenced Through a De Novo Formation.’’ Report the
date of the event in Item 1.b. In Item 2.a check the box
next to the appropriate FRS legal authority code, provide the NAICS five or six-digit activity code, and provide a description of the activity only if unable to identify a five or six-digit NAICS code corresponding to
the new activity. Report additional new activities in
Items 2.b and 2.c if applicable. In addition, complete a
Nonbanking Schedule(s) for the ‘‘De Novo Formation.’’
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) of the BHC Act or Section 10(c)(2)(H) of HOLA may subsequently engage in
that activity directly, or indirectly through other existing subsidiaries, as authorized under Section 4(k) of
the BHC Act or Section 10(c)(2)(H) of HOLA, 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, Savings and Loan,
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
4(K)-2

December 2012

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 Nonfinancial Company’s voting shares or assets or total equity and b) the
cost to the FHC exceeds $200 million or 5 percent of
the FHC’s tier 1 capital, whichever is less. To report,
complete the Items 1 through 5 of the Large Merchant
Banking or Insurance Company Investments Section.
Companies held directly or indirectly by Small Business Investment Companies (SBICs) are not required
to be reported on the FR 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. The initial transaction
should be reported on this schedule when the company
meets the reporting criteria for the first time
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; or
FR Y-10

4k Schedule

• New Activity Commenced Through a De Novo
Formation.

Item 1.a Event Type (check one only)
Check the box that best describes the event type being
reported:

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

• Initial Investment

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

• No Longer Reportable

• 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 Appendix
A of these instructions and choose the appropriate
FRS legal authority code under which this activity is
being conducted.

NAICS Activity Codes
North American Industry Classification System
(NAICS) Activity Codes) Select a five or six-digit
NAICS code from the Census Bureau website (provided below): https://www.census.gov/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.

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 Nonfinancial 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.
FR Y-10

• Divestiture (or closure)
• Name Change
Note: When reporting name changes, items 1 through 3
must be completed.
Item 1.b Date of Event
Provide the calendar date of consummation of the
investment transaction.
Item 2 Direct Holder’s Name and Location
Provide the legal name, city and county, state/province,
and country of the head office of the direct holder of
the Reporter’s large merchant banking or insurance
company investment in the Nonfinancial Company
(use the U.S. Postal Service address). If the Reporter
holds the investment through more than one direct
holder, complete a separate 4(k) Schedule for each
direct holder.
Item 3.a Legal Name, City and County, State/
Province, and Country of Nonfinancial Company
Provide the current legal name, city and county, state/
province, and country of the Nonfinancial Company
in which the large merchant banking or insurance company investment has been made (use the U.S. Postal
Service address).
Item 3.b If Name Change or Correction, Prior Legal
Name
In the event of a name change or correction, provide
the Nonfinancial Company’s previously reported legal
name.
Item 3.c Legal Entity Identifier (LEI)
Report the LEI for the Reporter’s Large Merchant
Banking or Insurance Company Investments in a Nonfinancial Company if one already exists. If the Nonfinancial Company does not have a LEI, it is not
required to obtain one. Refer to the Glossary entry for
‘‘Legal Entity Identifier’’ for further information.
4(K)-3

December 2022

4k Schedule

Item 4 Direct Holder’s Investment in Nonfinancial
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 Nonfinancial Company. Report the percentage rounded down to the nearest whole percentage.
For example, a percentage of 61.75 should be reported
as 61.

report the percentage as 51; or if the percentage is
greater than 0 but less than 1, report the percentage as 1.

Item 5 Initial Aggregate Cost of Investment to the
FHC (in millions of U.S. dollars)
Report the initial aggregate cost of the FHC’s investment, in millions of U.S. dollars, rounded down to the
nearest million.

Note: There are two exceptions to this rounding rule:
when the percentage is greater than 50 but less than 51,

4(K)-4

December 2022

FR Y-10

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 banking Edge and agreement
corporations) that is a subsidiary, directly or indirectly,
of a top-tier BHC1, or a top-tier SLHC or 2) domestic
branches of a state member bank or a banking Edge or
agreement corporation that is not affiliated with
a BHC.
The following branch events are reportable:
• 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;

Also, a branch located in the fifty states of the U.S., of
a Puerto Rican bank should be reported on this
schedule.
For purposes of this schedule, 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. The designated head office
must have a branch at its location in order to be considered a branch. 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.

• Deletion of erroneously reported branch/office; or

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

• Changes to previously reported information.

Exclusions:

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

• Address changes that result from changes in street
names or zip codes, with no actual change in the
physical location of the branch; and

• Closure of a branch;

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

FR Y-10

• Relocations of less than 1,000 feet, if the move does
not involve a change of county.
The date reported for the opening of a branch should
reflect the actual opening date. For branches newly
acquired by the reporting head office through a merger
or acquisition, report the date the event occurred.
A Reporter may choose to separately provide an
attachment listing each of the branches acquired in a
merger or absorption. Reporters that choose to use an
DB-1

December 2022

Domestic Branch Schedule

attachment to report the acquisition of branches
through a merger or absorption (as reported on the
Merger Schedule) must contact the appropriate Federal Reserve Bank for further instructions on the format of the attachment.

When to Report
Information must be received at the appropriate Federal Reserve Bank within 30 calendar days of the
occurrence of a reportable event. Reporters may
choose to file all reportable events occurring in a
month at one time (for example, at month-end) as long
as each reportable event is received within 30 calendar
days of its occurrence.
Check box if correction: Check this box to indicate that
previously reported information was filed incorrectly
and has been corrected with the information provided.
Item 1.a – Event Type
Check all the event type box(es) that apply. Do not
report events that occur on separate dates on the same
schedule.
• Opening (De Novo);
• Purchase of Branches;
• Acquisition of Branches Through
Merger/Absorption;
• Sale of Branches;
• Closure;

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

• Change in Service Type;

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.

• Deletion of Erroneously Reported Branch/Office; or

Item 3.b – Prior Popular Name

• If Other, please describe event type. (If none of the
listed event types adequately describes the reportable
event, check the box next to ‘‘Other, please describe
event type,’’ and provide a text description in the
space provided.)

Provide the prior popular name, if reporting a name
change.

• Relocation;
• Popular Name Change;

Item 1.b – Date of Event
Provide the calendar date on which the reportable
event took legal effect.
DB-2

December 2012

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
FR Y-10

Domestic Branch Schedule

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 found in the Glossary.
Item 4.b – Previous Address (if changes have occurred)
In the event of relocation or correction, use the U.S.
Postal Service address to provide the prior street
address, city, county, state, country and zip/postal code
of the branch.
Item 5 – Head Office Legal Name and Location
Use the U.S. Postal Service address to provide the legal
name of the head office, and its current location: city,
state, country, and zip/postal code. Changes to head
office information should be reported on the Banking
or Savings and Loan Schedule, as appropriate.
Item 6 – Branch Sales or Purchases
Provide the name and address of the depository institution that either sold the branches to your organiza-

FR Y-10

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

DB-3

December 2012

SPECIFIC INSTRUCTIONS FOR THE

Foreign Branch 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;

Include any branch that, although inactive, continues
to retain its license.
Note: For purposes of this schedule, an inactive foreign
branch is reportable until it surrenders its banking
license.
Check box if correction: Check this box to indicate that
previously reported information is incorrect and
should be corrected with the information provided.

—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;

Item 1.a Event Type (check all that apply)
Check the box that best describes the event type being
reported:
• Opening;

—Changes to the location or other reportable characteristics of the branches listed above; or

• Closure;

—Closing and surrender of licenses of a reportable
branch.

• Other, please describe event type.

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.

• Relocation; or

Item 1.b Date of Event
Item 2 Office Type
Check the box that best describes the office type being
reported:
• Full-Service Branch;
• Shell Branch; or

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 Puerto Rican head office (located in the fifty
states of the U.S. or another territory) should be reported on this schedule. Also, a branch of a Puerto Rican head office, that is not located in
either the fifty states of the U.S. or within Puerto Rico, should be
reported on this schedule.

FR Y-10

• Other (i.e., foreign office of a U.S. nonbank entity or
a foreign subsidiary)
Item 3 Date of Board Consent or Prior Notification (if
applicable)
Provide the date of the Board consent or prior notification to establish this branch.
Note: This item is only applicable when reporting the
opening of a foreign branch.
FOR-1

December 2012

Foreign Branch of U.S. Banking Organizations Schedule

Item 4 Popular Name
Provide the popular name of the office being reported.
Item 5.a Current Address (Physical Location)
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.

FOR-2

December 2012

Item 5.b Previous Address (if changes have occurred)
In the event of relocation or correction, provide the
prior street address, city, province, country, and zip/
postal code of the office.
Item 6 Head Office Legal Name and Location
Provide the legal name of the head office and its current location: city, state, country, and zip/postal code.

FR Y-10

SPECIFIC INSTRUCTIONS FOR THE

Branch, Agency, and Representative
Office of Foreign Banking Organizations
(FBOs) Schedule (BARO Schedule)
FR Y-10

What to Report

• License Issued;

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

• Relocation;

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

• Became Inactive;

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

• Commenced Activities Through Managed Non-U.S.
Branch

• The initial licensing of a U.S. branch or agency that
is required to file the FFIEC 002 report and has not
yet opened for business;
• Changes to the location or other reportable characteristics of the offices listed above; or
• Closing and surrender of licenses of a reportable
office.

• Change in Office Type;
• License Surrendered;

• Ceased Activities Through Managed Non-U.S.
Branch; or
• Other, please describe event type.
Item 1.b Date of Event
Provide the calendar date on which the reportable
event took legal effect.

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 (including Managed Non-U.S.
Branches)
Check the box that best describes the office type being
reported:

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

• Representative Office

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

Item 3 Popular Name
Provide the popular name of the office being reported.

Item 1.a Event Type (check all that apply)
Check the box(es) that best describes the event
type(s) being reported:
• Opening;
FR Y-10

• Branch;
• Agency; or

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
BAR-1

December 2012

BARO Schedule

post office box as the street address. Report the ninedigit zip code, if available.
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

BAR-2

December 2012

use a post office box as the street address. Report the
nine-digit zip code, if available.
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.

FR Y-10

Glossary
FR Y-10

pany, 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

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.

(4) 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.

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.

Appropriate Federal Reserve Bank
Unless otherwise determined by the Board:

(1) 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;
(2) for a savings and loan holding company (or a
company applying to become a savings and loan
holding company), the responsible Reserve
Bank;
(3) for a foreign banking organization that has no
subsidiary bank and is not a bank holding comFR Y-10

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:

(1) 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
(2) Any institution organized under federal law or
the laws of any U.S. state or territory that both a. Accepts demand deposits or deposits that the
depositor may withdraw by check or similar
means for payment to third parties or others; and
b. Is engaged in the business of making commercial
loans.
GL-1

December 2012

Glossary

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. See separate Glossary entry for
State Savings Bank 10(l) Election.

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 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, but may or may
not be registered with the appropriate regulatory
agency, 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.).

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
(1) For purposes of Banking Companies, Company
means 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 company 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).
(2) For purposes of Savings and Loan Companies,
Company means any corporation, partnership,
trust, joint-stock company, or similar organization. Exception: the definition of “Company”
does not include any company the majority of
the shares of which are owned by the United
States or by an instrumentality of the United
States or any state.

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 inter- company balances and
transactions.

Consumer Credit Office
An office that provides only consumer credit services
to customers.

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
GL-2

December 2012

Contractual Office
An office that performs no banking type transactions;
however, staff provide remedial services to clients.
FR Y-10

Glossary

Control
For purposes of Banking Companies, Company A
controls Company B if any of the following are true:1
• Company A controls 25 percent or more of any class
of voting securities of Company B.2
• 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 generally is deemed to control
Company B. Company A would be presumed to control Company B under any of the presumptions of
control in subpart D of the Board's Regulation Y
(12 CFR part 225, subpart D) or if 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. A Reporter can contact Federal
Reserve staff if there are questions about whether
Company A would be considered to control Company B under this definition.
For purposes of Savings and Loan Companies, Company A controls Company B if any of the following are
true:3
• Company A controls more than 25 percent of any
class of voting securities of Company B, or has con-

1. As used in this definition of control only, control by Company A
of shares or an interest refers to Company A’s control in the aggregate
of shares or interests held directly by Company A and indirectly by
Company A through one or more subsidiaries. Other references to
Company A in this definition refer to Company A acting directly or
indirectly through any of its subsidiaries.
2. Definitions of “voting securities,” “nonvoting shares,” and “class
of voting shares,” are provided in the Glossary.
3. As used in this definition of control only, control by Company A
of shares or an interest refers to Company A’s control in the aggregate
of shares or interests held directly by Company A and indirectly by
Company A through one or more subsidiaries. Other references to
Company A in this definition refer to Company A acting directly or
indirectly through any of its subsidiaries.

FR Y-10

tributed more than 25 percent of the capital of Company B.4
• 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 generally deemed to control Company B. Company A would be presumed to
control Company B under any of the presumptions
of control in subpart C of the Board's Regulation LL
(12 CFR part 238, subpart C) or if 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. A Reporter can contact Federal
Reserve staff if there are questions about whether
Company A would be considered to control Company B under this definition.
• Notwithstanding any other provision of this definition of “control,” a bank holding company or savings and loan holding company is not required to
treat a company as controlled if either (i) the relationship between the reporting company and the
other company was reviewed by Federal Reserve
System staff prior to September 30, 2020, and was
not determined to constitute control, or (ii) the relationship between the reporting company and the
other company was reasonably determined not to
constitute control by the reporting company at the
time the relationship was established.

Cooperative Bank HOLA 10(l) Election
A cooperative bank that has complied with the Qualified Thrift Lender (QTL) test and has elected under
Section 10(l) of the HOLA to be treated as a savings
association and not a bank.

4. Definitions of “voting securities,” “nonvoting shares,” and “class
of voting shares,” are provided in the Glossary.

GL-3

March 2023

Glossary

Covered Savings Association

Edge Corporation

A Federal savings association that has elected to operate as a covered savings association (CSA) pursuant to
section 5A of the Home Owners’ Loan Act, 12 U.S.C.
§ 1464a(b), and 12 CFR 101.3. A CSA is treated as a
national bank for most purposes but is treated as a federal savings association for the purposes enumerated
under section 5A of HOLA. See Federal Reserve
Board - Frequently Asked Questions About Covered
Savings Associations at https://
www.federalreserve.gov/supervisionreg/
legalinterpretations/covered-savings-associationsfrequently-asked-questions.htm.

A corporation chartered under Section 25A of the
Federal Reserve Act to engage in international banking
and financial operations.

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.

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, SLHC, 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 or Section 10(c)(2)(H) of
HOLA.

Financial Subsidiary
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.

Director
A director shall mean a member of either the managing or supervisory board.
GL-4

December 2022

A subsidiary of a commercial bank, as defined in Section 121 of the Gramm-Leach-Bliley Act of 1999,
12 CFR § 208.77(e), or Section 46 of the Federal
Deposit Insurance Act.

Foreign Bank
An organization that is organized under the laws of a
foreign country and that engages directly in the business of banking outside the United States. The term
foreign bank does not include a central bank of a foreign country that does not engage or seek to engage in
a commercial banking business in the United States
through an office. (12 CFR § 211.21(n))

Foreign Banking Organization (FBO)
A foreign bank that operates a branch, agency, or commercial lending company subsidiary in the United
States, controls a bank organized under U.S. law, or
controls an Edge or agreement corporation, and any
company of which a foreign bank is a subsidiary.
FR Y-10

Glossary

Foreign Investment

Insurance Company

An investment made or interest acquired in a company
pursuant to Subparts A or C of Regulation K (12 CFR
§ 211).

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, savings and loan
holding company, and their affiliates.

Functionally Regulated Subsidiary
Any subsidiary that is not a BHC, SLHC, 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:

(1) a broker or dealer registered under the Securities
and Exchange Act of 1934;
(2) 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;
(3) an investment company that is registered under
the Investment Company Act of 1940;
(4) 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
(5) 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.

HOLA
The Home Owner’s Loan Act (12 U.S.C. 1461 et seq.)
FR Y-10

Insured Depository Institution
An insured depository institution, for purposes of this
report, includes any state bank, national bank, trust
company, or banking association and any institution
the deposits of which are insured by the Federal
Deposit Insurance Corporation (“FDIC”), including
savings association (but does not include insured
branches of a foreign bank).

Legacy Unitary Savings and Loan Holding
Company (LUSLHC)
A company that meets and continues to meet the
requirements of section 10(c)(9)(C) of the Home
Owners’ Loan Act, 12 U.S.C. § 1467a(c)(9)(C).

Legal Authority Code
A code designated by the Federal Reserve Board (see
Appendix A), used to describe the authority for which
an activity is being conducted.

Legal Entity Identifier (LEI)
The LEI is a 20-character alphanumeric code that is
universal and uniquely corresponds to a single legal
entity (ISO 17442:2012).

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).
GL-5

October 2016

Glossary

Limited Partnership
A partnership that has one or more partners who are
liable for the partnership’s debts, liabilities, and other
obligations (general partners) and one or more partners who are not liable for the partnership’s debts,
liabilities, and other obligations (limited partners).

Limited Liability Company
A company organized pursuant to a limited liability
company provision under state law in which none of
the members are liable for the company’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.

Limited Liability Limited Partnership
A limited partnership that is also a limited liability
partnership. Such a partnership has general partners,
who manage the partnership, and limited partners,
who have no management role, and none of the general
or limited partners are liable for the partnership’s
debts, liabilities, or other obligations.

Loan Production Office
A banking office that takes loan applications and
arranges financing for corporations and small businesses, but does not accept deposits. Loan applications
are subject to approval by the lending institution.

Managed Non-U.S. Branch
A banking branch of a FBO that is located outside the
United States but is managed or controlled by a branch
or agency of that FBO that is located in the United
States.

Merchant Banking
The activity of acquiring or controlling any amount of
shares, assets, or ownership interests of a company or
other entity that is engaged in any activity not otherGL-6

December 2022

wise authorized for a financial holding company under
Section 4 of the BHC Act. Merchant banking activities
must be conducted in accordance with Subpart J of
Regulation Y (12 CFR § 225.170).

Multiple Direct Holders
Companies under the common control of a Reporter
that all hold direct interests in another company, and
together hold a controlling interest in that company.

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: https://www.census.gov/naics/

Nonbanking Company
Any company other than a bank, savings association,
BHC, SLHC, or FBO as those terms are defined in this
Glossary or in Section 2(c) of the BHC Act (12 U.S.C.
§ 1841(c)). Nonbanking companies include finance
companies; and certain institutions that function solely
in a fiduciary capacity, as described in Section 2(c)(2)
of the BHC Act (12 U.S.C. § 1841(c)(2)).

Nonbearer Security
Any security that is registered to a particular party on
the books of the issuing company. The issuer of the
nonbearer security is required to maintain a record of
ownership of the security.

Nonfinancial Company
A nonfinancial company is a company that is engaged
in any activity that has not been determined to be
financial in nature or incidental to a financial activity
under section 4(k) of the BHC Act (12 U.S.C. 1843(k)).
Examples of activities that are considered nonfinancial
in nature are: Telecommunications, Health Care,
Entertainment, Transportation, and Manufacturing.
FR Y-10

Glossary

Nonvoting Securities
Common shares, preferred shares, limited partnership
interests, limited liability company 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,
the dissolution of the issuing company, or the payment of dividends by the issuing company when preferred dividends are in arrears;
• the shares or interest represent an essentially passive
investment or financing device and do not otherwise
provide the holder with control over the issuing company; and
• the shares or interest do not entitle the holder, by
statute, charter, or in any manner, to select or to vote
for the selection of directors, trustees, or partners (or
persons exercising similar functions) of the issuing
company; except that limited partnership interests or
membership interests in limited liability companies
are not voting securities due to voting rights that are
limited solely to voting for the removal of a general
partner or managing member (or persons exercising
similar functions at the company) for cause, to
replace a general partner or managing member (or
persons exercising similar functions at the company)
due to incapacitation or following the removal of
such person, or to continue or dissolve the company
after removal of the general partner or managing
member (or persons exercising similar functions at
the 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. If the entity does
not have a main office (e.g., shell companies, mutual
funds), then the location where the main activities and
operations are performed and managed should be
used.
FR Y-10

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 CFR 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 CFR 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)).

Savings Association
Any of the following:

(1) any Federal savings association;
(2) any State savings association; and
(3) any corporation (other than a bank) that the
Board of Directors of the Federal Deposit
Insurance Corporation and the Comptroller of
the Currency jointly determine to be operating
in substantially the same manner as a savings
association.
Federal savings association. The term “Federal savings
association” means any Federal savings association or
Federal savings bank which is chartered under section 5 of the Home Owners’ Loan Act, 12 U.S.C.
§ 1464.
State savings association. The Term “State savings
association” means –

(4) any building and loan association, savings and
loan association, or homestead association; or
(5) any cooperative bank (other than a cooperative
bank which is a state bank (as defined in
12 U.S.C. § 1813 (a)(2))), which is organized and
operating according to the laws of the state (as
defined in 12 U.S.C. § 1813(a)(3)) in which is
chartered or organized.
GL-7

March 2023

Glossary

Unless otherwise defined in this document, all terms
above have the same meaning as defined in the Federal
Deposit Insurance Act, 12 U.S.C. § 1811, et seq.

Savings and Loan Company
A savings association organized under U.S. law or a
Savings and Loan Holding Company (SLHC).

Savings and Loan Holding Company (SLHC)
Any company that directly or indirectly controls a savings association or that controls any other company
that is a savings and loan holding company, unless
excluded from the Home Owners’ Loan Act definition
of savings and loan holding company under 12 U.S.C.
§ 1467a(a)(1)(D)(ii).

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.

Tiered Reporter
A BHC, SLHC, FBO, or FHC that has a controlling
interest in another BHC, SLHC, 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, SLHC, 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)).

U.S. Intermediate Holding Company (IHC)
State Savings Bank HOLA 10(l) Election
A State savings bank that has complied with the Qualified Thrift Lender (QTL) test and has elected under
Section 10(l) of the HOLA to be treated as a savings
association and not a bank.

A company defined in 12 CFR § 252.2(y).

Voting Securities

Subsidiary

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:

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.

• To vote for or to select directors, trustees, or partners
(or persons exercising similar functions of the issuing
company); or

GL-8

October 2016

FR Y-10

Glossary

• To vote on or to direct the conduct of the operations
or other significant policies of the issuing company.
Class of Voting Securities - 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 liqui-

FR Y-10

dation 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-9

October 2016

Appendix A
FR Y–10

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.
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 CFR §§ 211.1 through 211.10).
Section 4(c)(i)/(ii)—Engaging in nonbanking activities in reliance on the exemptions 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).
Section 4(c)(1)—Servicing and safe deposit activities that are permissible without Board approval.
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.
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.
Section 4(c)(8)—Nonbanking activities determined to be closely related to banking and permissible
upon compliance with applicable notice procedures.
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 CFR 211.23(f)(3)).
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 CFR §§ 211.31-211.34).
Section 4(c)(13)—An investment in a foreign company, other than one described in Legal Authority
Code 10.
Section 8(c) of the International Banking Act (12 U.S.C. § 3106)—Engagement in nonbanking activities after a certain period by foreign banking organizations.
A subsidiary of a state or national bank, other than a financial subsidiary described in Legal Authority
code 314.
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.
Section 4(k)(1)(B)—Activities determined by the Board to be complementary to a financial activity.
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.

10

14

17
22

24
26
44

57
62
68
104
311
312
314

FR Y-10

APP-A-1

December 2022

Appendix A

Code
411

412
413
999

APP-A-2

December 2022

Provision
Section 10(c)(2)(F) of the Home Owners’ Loan Act—Activities in accordance with section 238.54 of
the Board’s Regulation LL (12 CFR 238.54) that are permissible for a bank holding company to conduct under regulations that the Board has promulgated pursuant to section 4(c) of the BHC Act; and
activities in accordance with section 238.53 of the Board’s Regulation LL (12 CFR 238.53).
Section 10(c)(9)(C) of the Home Owners’ Loan Act - Engaging in activities that are otherwise impermissible in reliance on section 10(c)(9)(C) of the Home Owners’ Loan Act.
Section 10(c)(2)(H) of the Home Owners’ Loan Act—Activities permissible for a financial holding
company to conduct under section 4(k) of the BHC Act.
Provision allowing for a legacy exemption not elsewhere classified.

FR Y-10