Board of Governors of the Federal Reserve System

Instructions for Preparation of

Report of Changes in 

Organizational Structure

Reporting Form FR Y-10
INSTRUCTIONS FOR PREPARATION OF

Report of Changes in

Organizational Structure

FR Y–10

GENERAL INSTRUCTIONS

Introduction

Use the FR Y-10 to report changes to the worldwide

organizational structure of bank holding companies

(BHCs), 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 non-qualifying

FBOs, and nonbanking companies conducting business

in the United States that are owned by qualifying

FBOs;

• transfer, sale, or liquidation of such interests;

• merger of companies;

• internal reorganization;

• commencement of new activities;

• certain merchant banking or insurance company investments;

• establishment in the United States of branches, agencies, and representative offices of FBOs and activities

through managed non-U.S. branches;

• opening, closing, or relocation of foreign branches of

member banks, BHCs, 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

Savings and Loan Schedule

Nonbanking Schedule

Merger Schedule

4(k) Schedule

Domestic Branch Schedule

Foreign Branch of U.S. Banking Organizations

Schedule

Branch, Agency, and Representative

Office of FBOs Schedule (BARO Schedule)

• Glossary of terms used in these instructions

1. Grandfathered 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 GEN-1

General Instructions October 2016
• Appendix A - Federal Reserve Board Legal Authority

Codes

• Appendix B - Board to North American Industry

Classification System (NAICS) Activity Codes Conversion Table

If more than one transaction is reportable for a particular

submission, multiple schedules should be submitted.

Several supporting schedules may be included under one

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 Dodd-Frank

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.

Tiered Organizations

In the case of a tiered BHC or SLHC organization where

one BHC or SLHC that is not a FBO controls 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 lower-tier 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 reported on Federal Reserve

structure reports4 about a Banking Company. See the

3. This reference to qualifying FBOs also pertains to FBOs that are

treated as qualifying FBOs as well as FBOs that have limited exemption.

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

General Instructions

GEN-2 FR Y–10

General Instructions October 2016
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 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), 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

reported have been incorporated into this form. References to ‘‘information

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

General Instructions

FR Y–10 GEN-3

General Instructions October 2016
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

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 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

General Instructions

GEN-4 FR Y–10

General Instructions October 2016
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.

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.

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). 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 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.5

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.

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

General Instructions

FR Y–10 GEN-5

General Instructions September 2017
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 question 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.

General Instructions

GEN-6 FR Y–10

General Instructions September 2017
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.

Contact’s Name and Mailing Address for

this Report

Name and Title: Provide the name and title of the person

responsible for preparing the report on the Reporter’s

behalf as the contact person.

Phone Number: Provide the telephone number (including

area code and if applicable, the extension) of the contact

person.

Fax Number: Provide the fax number (including the area

code) of the contact person.

E-mail Address: Provide the electronic mailing address of

the contact person.

Contact’s Mailing Address (if different from the Reporter’s mailing address): For mailing purposes, provide the

contact’s mailing address to which mailing for the

Reporter’s contact person should be sent. The street

address or post office box is 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)

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.

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

FR Y–10 PG-1

Page 1 Instructions October 2016
requested. The Reporter also should indicate (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.

Page 1 Instructions

PG-2 FR Y–10

Page 1 Instructions October 2016
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, Foreign Banking

Organization (FBO) or U.S. Intermediate Holding Company (IHC) that holds directly or indirectly a bank

organized under U.S. law.2 To complete the Banking

Schedule, check the appropriate event type box(es),

provide the date of the reportable event(s), and complete

other items on the schedule as directed in the following

instructions.

Interests in Banking Companies

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 Banking Company, including the formation of a top-tier BHC, is a reportable event

if as a result of the acquisition, the Reporter directly or

indirectly acquires control of the Banking Company, or

directly or indirectly acquires control of more than 5

percent of a class of the Banking Company’s voting

shares. The acquisition of such an interest is reported

either as an “Acquisition of a Going Concern” or as a

“De Novo Formation.” To determine whether a Reporter

controls a Banking Company, apply the definition of

“control” 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;

• Any changes rendering the Reporter’s interest in a

Banking Company no longer reportable; and

• Any change to information previously reported on this

schedule.

Multiple Direct Holders: In the case of a reportable event

in which a Reporter acquires an interest in a Banking

Company through more than one direct holder, the

Reporter must file a separate Banking Schedule for each

direct holder.3 As long as the Reporter’s interest in the

Banking Company remains reportable, the Reporter must

report any subsequent acquisition of any additional interest in the Banking Company by any additional direct

holders.

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.

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.

FR Y-10 BKG-1

Banking Schedule October 2016
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.

Note: 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 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

Banking Schedule

BKG-2 FR Y-10

Banking Schedule October 2016
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 addition, in the Activity and

Legal Authority Section, report only the updated information.

No Longer Reportable: Any transaction that renders a

Reporter’s interest in a Banking Company no longer

reportable. In general, once a Reporter acquires an interest in a Banking Company, the interest remains reportable so long as the Banking Company is actively engaged

in business and: (1) the Reporter in the aggregate directly

or indirectly controls more than 5 percent of any class of

voting shares of the Banking Company or (2) the

Reporter controls the Banking Company. To determine if

the Reporter controls the Banking Company, apply definition of “control” 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

“No Longer Reportable,” please report the disposition of

each subsidiary. Typically the disposition of a company’s

interest in a subsidiary may be reported as an “External

Transfer,” “Internal Transfer,” “Liquidation,” or

“Became Inactive,” as appropriate.

Became Inactive: Cessation of business by a company in

which a direct holder previously had reported an interest.

To report, check the event type boxes next to “No Longer

Reportable” and “Became Inactive,” report the date of

the event in Item 1.b, the Banking Company’s legal name

in Item 2.a, and the location in Item 3.a of the Characteristics Section. If a Banking Company that is inactive

subsequently becomes active and was not previously

reported by the Reporter, report as a “De Novo Formation.” However, if the Reporter had previously reported

an interest in the Banking Company and it subsequently

became inactive and then it was re-activated, report as a

“Change in Activity or Legal Authority.”

Debts Previously Contracted: For purposes of the FR

Y-10, acquisition of shares in a BHC or U.S. bank to

secure or collect a debt previously contracted is a reportable event, even if the Federal Reserve System’s prior

approval is not required. To report such an acquisition,

check the event type box next to “Debts Previously

Contracted” and also report as “Acquisition of a Going

Concern” or “Change in Ownership,” as appropriate.

Became Reportable: Any transaction that renders reportable a Reporter’s interest in a Banking Company that is

already a going concern, but does not involve the Reporter’s initial acquisition of an interest in, or formation of,

Banking Schedule

FR Y-10 BKG-3

Banking Schedule October 2016
that Banking Company. To report, check the event type

box next to “Became Reportable,” report the date of the

event in Item 1.b, and complete all sections of the

schedule.

Other: If none of the listed event types adequately

describes the reportable event, check the box next to “If

Other, please describe,” and provide a text description in

the space provided.

Item 1.b - Date of Event

Provide the calendar date on which the reportable event

took legal effect:

• Acquisition of a Going Concern or full or partial sale

or transfer: the date the Banking Company was acquired

by the direct holder;

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

• External Transfer: the last day the Banking Company

was held by the direct holder;

• Internal Transfer: the first day the Banking Company

was held by the direct holder;

• Change in Ownership: the date the reportable direct

holder’s ownership level changed;

• Liquidation: last day the Banking Company was held

by the direct holder;

• Became Inactive: the date a Banking Company ceased

engaging in business;

• Change in Characteristics: the date the Banking

Company’s characteristics changes;

• Change in Activity or Legal Authority: the date the

activity or legal authority changed;

• Became Reportable: the date on which the Banking

Company became reportable.

Examples:

• BHC A is reporting the inactivity of Bank 1. The last

day Bank 1 was active and open for business was on

Friday, January 5. The date of event should be the last

day the reportable company was open - Friday, January

5;

• BHC B is reporting the liquidation of Bank 2. The last

day Bank 2 was active and open for business was

Wednesday, March 22. The date of event should be the

last day the reportable company was open - Wednesday, March 22;

• 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.

Characteristics Section

Item 2.a - Legal Name of Banking Company

Provide the Banking Company’s current full legal name.

Item 2.b - If Name Change or Correction, Prior Legal

Name of Banking Company

In the event of a name change or correction, provide the

Banking Company’s previously reported legal name.

Item 3.a - Current Street Address (Physical Location),

City and County, State/Province, Country, Zip/Postal

Code; and State or Country (if foreign) of Incorporation

Use the U.S. Postal Service address to provide the current

street address, city and county, state/province, country,

and zip/postal code, of the Banking Company’s main

office. Do not use a post office box as the street address.

Report the nine-digit zip code, if available.

To determine the appropriate address to report, please see

the definition of physical location 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

Banking Schedule

BKG-4 FR Y-10

Banking Schedule October 2016
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 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.

Item 4 - Date Opened

Provide the date on which the Banking Company opened

for business, only if reporting one of the following:

Acquisition of a Going Concern, De Novo Formation, or

a correction to the Date Opened that was previously

reported in error.

Item 5 - Fiscal Year End (FBOs, 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 ActThis box should be checked if the Banking Company is

required to file annual and other periodic reports

pursuant to section 13(a) or 15(d) of the Securities

Exchange Act of 1934 and not subject to the SarbanesOxley Act of 2002. Do not check this box if the

Banking Company has a delay in reporting under

Section 404 of the Sarbanes-Oxley Act of 2002.

• 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.

Banking Schedule

FR Y-10 BKG-5

Banking Schedule October 2016
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

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 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)

Effective December 31, 2015, 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 that holds directly

or indirectly a bank organized under U.S. law (IHC),

• U.S. Commercial Bank, or

• U.S. State Chartered Savings Bank.

If none of the listed types adequately describes the

Banking Company, check the box next to “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

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.

Banking Schedule

BKG-6 FR Y-10

Banking Schedule October 2016
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 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. Report the

percentage rounded down to the nearest whole percentage. For example, a percentage of 61.75 should be

reported as 61.

Note: There are two exceptions to this rounding rule:

when the percentage is greater than 50 but less than 51,

report the percentage as 51, or if the percentage is

greater than 0 but less than 1, report the percentage as 1.

Leave blank if the direct holder does not control any

nonvoting shares.

Item 13.c - Other Interest

Only if the Reporter has left Items 13.a and 13.b blank,

check the “Yes” box to indicate whether the direct holder

has an ownership interest, other than voting or nonvoting

shares, in the Banking Company. Such an interest may

include 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.

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/NonManaging 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.

Banking Schedule

FR Y-10 BKG-7

Banking Schedule October 2016
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.”

Activity and Legal Authority Section

Item 17.a - Primary Activity

Report the activity that generated the largest percentage

of the Banking Company’s gross revenue during the

Banking Company’s most recently completed fiscal year.

For a Banking Company that has been in operation for

less than one year, report the activity that the Reporter

expects will generate the largest percentage of the Banking Company’s gross revenue during the Banking

Company’s first fiscal year.

Item 17.b - Secondary Activity

For Banking Companies other than a bank, report the

activity that generated the second largest percentage of

the company’s gross revenue as of the company’s most

recent fiscal year. For a Banking Company that has been

in operation for less than one year, report the activity that

the Reporter expects will generate the second largest

percentage of the Banking Company’s gross revenue

during the 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.

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: http://

www.census.gov/eos/www/naics/.

Description of Activity

Provide a text description of an activity only if unable to

identify a five or six-digit NAICS code corresponding to

the activity.

Banking Schedule

BKG-8 FR Y-10

Banking Schedule October 2016
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.

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.

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

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.

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.

FR Y–10 SL-1

Savings and Loan Schedule December 2012
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 the Ownership

Section, the Reporter should list the name and location of

the former direct holder of the divested company in Item

16. Item 12 should be left blank.

Note: Report any partial external transfer of a previously

reported interest in a 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 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

SL-2 FR Y–10

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,

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

‘‘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, 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 Y10, 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

Savings and Loan Schedule

FR Y–10 SL-3

Savings and Loan Schedule December 2012
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 date the Savings

and Loan Company was acquired by the direct holder;

• De Novo Formation: the date 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 date the reportable direct

holder’s ownership level changed;

• Liquidation: the date on which a Savings and Loan

Company ceased engaging in business;

• Became Inactive: the date on which a Savings and

Loan Company ceased engaging in business;

• Change in Characteristics: the date on which the name

change, relocation, or other change became legally

effective;

• Change in Activity or Legal Authority: the date the

activity or legal authority changed;

• Became Reportable: the date 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.

Characteristics Section

Item 2.a - Legal Name of Savings and Loan

Company

Provide the Savings and Loan Company’s current full

legal name.

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

Savings and Loan Schedule

SL-4 FR Y–10

Savings and Loan Schedule October 2016
(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 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.

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 SarbanesOxley Act of 2002.

Note: Pursuant to section 12(I) of the Securities

Exchange Act of 1934, the Federal Reserve has delegated authority to act on behalf of the Securities and

Exchange Commission to collect reports from unaffıliated state member banks. Therefore, unaffıliated state

member banks should apply the same SEC reporting

requirements pursuant to section 13(a) and 15(d) of the

Securities Exchange Act of 1934 and should check this

box if such periodic SEC reports are filed to the Board

of Governors instead of the Securities and Exchange

Commission.

• Subject to 13(a) or 15(d) of Securities Exchange Act

of 1934, but not Section 404 of SOX ActThis box should be checked if the 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.

Savings and Loan Schedule

FR Y–10 SL-5

Savings and Loan Schedule October 2016
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

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)

Effective December 31, 2015, 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

• Trust (non-testamentary) SLHC

• Mutual SLHC

• HOLA 10(l) Mutual SLHC

• Federal Savings Association

• 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

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.

Savings and Loan Schedule

SL-6 FR Y–10

Savings and Loan Schedule October 2016
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

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.”

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 the

Savings and Loan Company, is controlled by the direct

holder. Report the percentage rounded down to the

nearest whole percentage. For example, a percentage of

61.75 should be reported as 61.

Note: There are two exceptions to this rounding rule:

when the percentage is greater than 50 but less than 51,

report the percentage as 51, or if the percentage is

greater than 0 but less than 1, report the percentage as 1.

Leave blank if the direct holder does not control any

nonvoting shares.

Item 13.c - Other Interest

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/NonManaging 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.

Savings and Loan Schedule

FR Y–10 SL-7

Savings and Loan Schedule October 2016
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.

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 this

activity is being conducted. If you are still unsure,

consult your organization’s legal counsel.

NAICS Activity Code

(North American Industry Classification System (NAICS)

Activity Codes) Select a five or six-digit NAICS code

from the U.S. Census Bureau’s website:

http://www.census.gov/epcd/www/naics.html.

Description of Activity

Provide a text description of an activity only if unable to

identify a five or six-digit NAICS code corresponding to

the activity.

Savings and Loan Schedule

SL-8 FR Y–10

Savings and Loan Schedule October 2016
Specific Instructions for the

Nonbanking Schedule

FR Y–10

What to Report

Use this schedule to report the acquisition of interests in

Nonbanking Companies, and other transactions involving interests in Nonbanking Companies, with certain

exclusions.1 For purposes of the FR Y-10, a Nonbanking

Company is any company that is not a BHC, 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.

Note: Although savings associations acquired by a BHC

are considered Nonbanking Companies, transactions

involving SLHCs and savings associations should be

reported on the Savings and Loan Schedule.

Interests in Nonbanking Companies

In general, a Reporter’s acquisition of an interest in a

Nonbanking Company is a reportable event if, as a result

of the acquisition, the Reporter directly or indirectly

acquires control of the Nonbanking Company. The acquisition of such an interest is reported either as an “Acquisition of a Going Concern” or as a “De Novo Formation.”

In all cases, a Reporter that is required to file a regulatory

financial report with the Federal Reserve System about a

Nonbanking Company is also required to file FR Y-10

report(s) regarding the subject Nonbanking Company. In

addition, a Reporter is required to file FR Y-10 reports

for any company (even if it does not otherwise meet the

reporting criteria) that is both a subsidiary of the Reporter

and a parent of the subject Nonbanking Company.3

Control: To determine whether a Reporter controls a

Nonbanking Company for purposes of the FR Y-10,

apply the definition of “control” 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 15.

Note: In general, an interest in a Nonbanking Company

is not reportable unless the Reporter directly or indirectly

controls the Nonbanking Company.4 Accordingly, note

the following: 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.

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

FR Y–10 NBK-1

Nonbanking Schedule October 2016
• Variable Interest Entities (as defined in Financial

Accounting Standards Board Interpretation No. 46R as

amended by FAS 167) generally are not reportable on

the FR Y-10.

• Advising and administering a mutual fund by itself

does not constitute a reportable interest of a Reporter in

that fund.

Exclusions: The following interests are not reportable on

the FR Y-10 even if they meet the definition of control

found in the Glossary:

• Inactive Companies: An interest in a company that

exists as a matter of law, but does not engage in any

business activity. The interest becomes reportable once

the company begins to engage in business, as follows:

report as either a “De Novo Formation” if the Reporter

has not previously reported an interest in the Nonbanking Company or report as a “Change in Activity or

Legal Authority” if the Reporter has previously reported

an interest in the Nonbanking Company. Note that the

term “inactive companies” includes companies that

have been setup as name-saving organizations or have

been formed or incorporated but do not yet conduct any

business activity. These types of companies become

reportable only when they commence an activity.

• U.S. Investments of Unaffıliated National Banks: Any

interest held under any authority other than Subpart A

of Regulation K, by a national bank not controlled by a

BHC or FBO.

• Companies Held by a Small Business Investment Company: Companies held directly or indirectly by Small

Business Investment Companies (SBICs) are not

required to be reported on the FR Y-10. However, if a

BHC or a FBO that is a FHC engaged in merchant

banking activities holds shares in the same merchant

banking investment through a merchant banking subsidiary as well as through a SBIC, the entire investment

is treated as the merchant banking investment, subject

to the reporting criteria.

• Debts Previously Contracted: An interest in a Nonbanking Company acquired to secure or collect a debt

previously contracted or in a Nonbanking Company

that solely holds assets acquired in satisfaction of a

debt previously contracted. A company that holds only

foreclosed properties 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.

• Investments Held by FBOs Under Section 211.23(f)(5)

of Regulation K: A FBO that is, or is treated as, a

does not control the company in which the investment is made. See the

4(k) Schedule for further information on the reportability of merchant

banking and insurance company investments.

5. Note that the definition of “Subsidiary” in Section 211.2(w) of

Regulation K differs from the definition of subsidiary found in the Glossary appended to these instructions. For example, in general under Section

211.2(w) of Regulation K, Company B is a subsidiary of Company A if:

Company A directly or indirectly controls more than 50 percent of Company B’s voting securities; Company A is a general partner of Company B;

Company A directly or indirectly controls more than 50 percent of the

equity of Company B; or Company A otherwise controls Company B.

Nonbanking Schedule

NBK-2 FR Y–10

Nonbanking Schedule October 2016
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 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 “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

6. As noted in the instructions for Item 13.a of this schedule, a Reporter

that in the aggregate controls 25 percent or more of more than one class of

the Nonbanking Company’s voting shares need only report the class of

which the Reporter controls the highest percentage (the “highest class”). If

two or more classes could each be considered the highest class, a Reporter

must report each such class, if held by different direct holders. A Reporter

must file a separate Nonbanking Schedule for each direct holder through

which the Reporter controls shares of the highest class, but need not file

any schedule for a direct holder through which the Reporter controls only

shares of classes other than the highest class.

Nonbanking Schedule

FR Y–10 NBK-3

Nonbanking Schedule October 2016
Characteristics Section. In addition, in the Ownership

Section, the Reporter should list the name and location of

the former direct holder of the divested company in Item

16. Item 12 should be left blank.

Note: Report any partial external transfer of a previously

reported interest in a Nonbanking Company as a “Change

in Ownership.”

Internal Transfer: Sale or other transfer of a direct

holder’s entire previously reported interest in a Nonbanking Company to the Reporter or to a different subsidiary

of the Reporter, as part of an internal reorganization. To

report, check the event type box next to “Internal Transfer,” report the date of the event in Item 1.b, the

Nonbanking Company’s legal name in Item 2.a, and

location in Item 3.a of the Characteristics Section. In

addition, in the Ownership Section, report the new direct

holder’s (the acquirer’s) name and location in Item 12,

and report the former direct holder’s (the seller’s) name

and location in Item 16. If the event results in any change

in legal authority, also report the new legal authority code

in the Activity and Legal Authority Section.

Note: Report any partial internal transfer of a previously

reported interest in a Nonbanking Company by filing two

Nonbanking Schedules: one as a “Change in Ownership” by the transferring direct holder and one as an

“Acquisition of a Going Concern” by the acquiring

direct holder. The transferring direct holder should report

by following the directions for reporting a “Change in

Ownership”. The acquiring direct holder need only

report the date of the event in Item 1.b, the Nonbanking

Company’s legal name in Item 2.a, and complete the

Ownership Section, as appropriate, excluding Item 16. If

the event results in any change in legal authority, also

report the new legal authority code in the Activity and

Legal Authority Section.

Change in Ownership: Denote any of the following: an

increase or decrease in a direct holder’s ownership

percentage of a class of voting shares of a Nonbanking

Company if the resulting percentage would fall within a

range different from the range previously reported in

Item 13.a of the Ownership Section; a change in the

direct holder’s status with respect to control of any other

ownership interest in the Nonbanking Company or control of the Nonbanking Company; or a change in the

Reporter’s status with respect to control of the Nonbanking Company. A direct holder’s ownership percentage of

a class of voting securities may change due to acquisition

of additional shares, sale or transfer of some of the direct

holder’s shares, stock redemption, nonparticipation in a

share issuance by the reportable Nonbanking Company,

or other causes. To report, check the event type box next

to “Change in Ownership,” report the date of the event in

Item l.b, the Nonbanking Company’s legal name in Item

2.a, and location in Item 3.a of the Characteristics

Section. In addition, in the Ownership Section complete

Items 12, 13, 14, 15, and, 16, as appropriate, to reflect the

Change in Ownership.

Liquidation: Liquidation of a Nonbanking Company in

which a direct holder previously had reported an interest.

For purposes of the FR Y-10, liquidation refers to final

distribution of assets, satisfaction of liabilities, and closing of capital accounts of a company, as opposed to sale

or transfer of the company. Liquidation may result from

voluntary dissolution or bankruptcy, and the liquidation

process typically ends with termination of the company’s

legal existence. To report, check the event type boxes

next to “No Longer Reportable” and “Liquidation,”

report the date of the event in Item 1.b, the Nonbanking

Company’s legal name in Item 2.a, and location in Item

3.a of the Characteristics Section.

Note: A Reporter need not file a FR Y-10 if liquidating a

company previously reported as “Became Inactive.”

Change in Characteristics: Change of a Nonbanking

Company’s legal name or address or any other change to

information previously reported on the Characteristics

Section of this schedule. To report, check the event type

box next to “Change in Characteristics” and report the

date of the event in Item 1.b. In addition, to report a name

change, complete Items 2.a and 2.b and for relocation,

complete Items 3.a and 3.b. For any other change to this

section, report the Nonbanking Company’s legal name in

Item 2.a and location in Item 3.a of the Characteristics

Section, and report updated information for the appropriate items in the section.

Change in Activity or Legal Authority: Change in a

Nonbanking Company’s previously reported primary or

secondary activity, commencement of a secondary activity, termination of a previously reported activity, or

change in the legal authority under which a previously

reported activity is conducted. To report, check the event

type box next to “Change in Activity or Legal Authority,” report the date of the event in Item 1.b, the Nonbanking Company’s legal name in Item 2.a, and location in

Item 3.a of the Characteristics Section. In addition, in the

Nonbanking Schedule

NBK-4 FR Y–10

Nonbanking Schedule October 2016
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 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 ceased engaging in business;

• Change in Characteristics: the first day the Nonbanking

company’s characteristics changed;

• Change in Activity or Legal Authority: the first day the

activity or legal authority changed;

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

Examples:

• BHC A is reporting the inactivity of Nonbank 1. The

last day Nonbank 1 was active and open for business

was on Friday, January 5. The date of event should be

the last day the reportable company was open - Friday,

January 5;

• BHC B is reporting the liquidation of Nonbank 2. The

last day Nonbank 2 was active and open for business

was Wednesday, March 22. The date of event should be

the last day the reportable company was open -

Wednesday, March 22;

Nonbanking Schedule

FR Y–10 NBK-5

Nonbanking Schedule October 2016
• 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 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 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.

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 defined in the Glossary.

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;

• The Securities and Exchange Commission (SEC) and

the Commodity Futures Trading Commission (CFTC);

or

• The Securities and Exchange Commission (SEC) only;

or

• 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).

Nonbanking Schedule

NBK-6 FR Y–10

Nonbanking Schedule October 2016
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 ApplicableThis box should be checked if the Nonbanking Company is not subject to any of the other check box

selections described for this item. For example: A De

Novo nonbank that is not subject to sections 13(a) or

15(d) of the Securities Exchange Act of 1934.

• Subject to 13(a) or 15(d) of Securities Exchange Act

of 1934 and Section 404 of SOX ActThis box should be checked if the Nonbanking Company meets the requirements to file annual and other

periodic reports pursuant to section 13(a) or 15(d) of

the Securities Exchange Act of 1934 and is also subject

to Section 404 of the Sarbanes-Oxley Act of 2002,

regardless if the Nonbanking Company has a delay in

reporting under Section 404 of the Sarbanes-Oxley Act

of 2002.

Note: Pursuant to section 12(i) of the Securities

Exchange Act of 1934, the Federal Reserve has delegated authority to act on behalf of the Securities and

Exchange Commission to collect reports from nonbank

subsidiaries of state member banks. Therefore, nonbank subsidiaries of state member banks should apply

the same SEC reporting requirements pursuant to

section 13(a) and 15(d) of the Securities Exchange Act

of 1934 and should check this box if such periodic SEC

reports are filed to the Board of Governors instead of

the Securities and Exchange Commission.

• Subject to 13(a) or 15(d) of Securities Exchange Act

of 1934, but not Section 404 of SOX ActThis box should be checked if the Nonbanking Company is required to file annual and other periodic

reports pursuant to section 13(a) or 15(d) of the

Securities Exchange Act of 1934 and not subject to the

Sarbanes-Oxley Act of 2002. Do not check this box if

the Nonbanking Company has a delay in reporting

under Section 404 of the Sarbanes-Oxley Act of 2002.

• Terminated or Suspended reporting requirements

under 13(a) or 15(d) of the Securities Exchange Act

of 1934 -

This box should be checked if the Nonbanking Company has terminated or suspended duties to file periodic

reports under section 13(a) or 15(d) of the Securities

Exchange Act of 1934 for reasons specified by the SEC

regulations.

Item 7 – CUSIP Number:

The Reporter must report the most recently assigned and

currently active six-digit CUSIP number for the Reporter’s largest subsidiary Nonbanking Company in the U.S

with an active CUSIP number. A CUSIP number identifies most securities, including (1) stocks and debt (including subordinated issues) of all SEC-registered U.S. companies and (2) U.S. government and municipal bonds.

The number consists of nine characters (a combination of

letters and numbers) in which the first six digits uniquely

identify an issuer. The first six digits (leading six digits)

should be reported in the boxes on Item 7.

The six-digit CUSIP number may change, for example

when:

• The last three digits of the nine-digit CUSIP number

are not sufficient to accommodate all outstanding issues

(greater than 999) and an additional issuer (six-digit)

CUSIP number is assigned; or

• Changes occur to the corporate name, whether or not

associated with a merger or reorganization; or

• Reverse stock splits of corporate shares occur.

Note: A change in the CUSIP number is a reportable

event on the FR Y-10 as a “Change in Characteristics.”

The largest subsidiary Nonbanking Company in the U.S.

with an active CUSIP number is determined by dividing

the total assets of each U.S. subsidiary Nonbanking

Company with an active CUSIP number by the 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 Schedule

FR Y–10 NBK-7

Nonbanking Schedule October 2016
Nonbanking Company with an active CUSIP number

(when reviewing the most recent December 31 financial

data), begin reporting information on the new subsidiary

starting January 30 the following year.

Exclusions:

• Do not report any CUSIP numbers associated with

entities that are nonsurvivors of mergers. In the event

of a merger, the nonsurvivor’s debt-related CUSIP

numbers will remain in use until outstanding debt is

paid off since the entity will still service the debt.

However, no new issues will be made under the

nonsurvivor’s CUSIP number. New debt instruments

will be issued under the survivor’s CUSIP number. The

nonsurvivor’s equity-related CUSIP numbers will be

retired.

• Do not report CUSIP numbers associated with securitization vehicles and issuers of trust preferred securities.

• Do not report any CUSIP numbers associated with

money market instruments7 such as certificates of

deposit, medium-term notes8

, and commercial paper.

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

Item 8.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)

Effective December 31, 2015, 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

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

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.

9. Companies formed to issue trust preferred securities typically are

reported as “Other company.”

Nonbanking Schedule

NBK-8 FR Y–10

Nonbanking Schedule October 2016
Nonbanking Schedule for each direct holder. Leave this

item blank on any Nonbanking Schedule filed by a

Reporter about itself or for event type “External Transfer.”

Item 13.a – Percentage of a Class of Voting Shares

If the Reporter in the aggregate controls 25 percent or

more of a class of the Nonbanking Company’s voting

shares, check the appropriate box for the percentage of

such class controlled by the direct holder. If the Reporter

in the aggregate controls 25 percent or more of more than

one class of the Nonbanking Company’s voting shares,

check the box corresponding to the direct holder’s percentage for the class in which the Reporter controls the

highest percentage. If needed, see the instructions on

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.”

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/NonManaging 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

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.

Nonbanking Schedule

FR Y–10 NBK-9

Nonbanking Schedule October 2016
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 forth in the

Glossary in determining the reportability of investments

made under subpart A of Regulation K. The Reporter

should refer to the Regulation K definitions of “subsidiary” (12 CFR section 211.2(w)), “joint venture” (12 CFR

section 211.2(p)), and “portfolio investment” (see 12

CFR sections 211.2(u) and 211.8(c)(3)(i)) for purposes of

characterizing the nature of the investment under Regulation K and responding to this report item.

Under Regulation K:

• A Nonbanking Company is a subsidiary of a Reporter

for purposes of Item 15 if the Reporter directly or

indirectly holds more than 50 percent of the Nonbanking Company’s voting shares, or the Nonbanking Company is otherwise controlled or capable of being controlled by the Reporter or an affiliate under any

authority. Among other circumstances, an investor is

considered to control an organization if: the Reporter

or an affiliate is a general partner of the Nonbanking

Company; or the Reporter and its affiliates directly or

indirectly own or control more than 50 percent of the

equity of the Nonbanking Company. See 12 CFR

211.2(w).

• An investment in a Nonbanking Company is a joint

venture of a Reporter for purposes of Item 15 if the

Nonbanking Company is not a subsidiary of the

Reporter (as defined immediately above), but the

Reporter or an affiliate directly or indirectly holds 20

percent or more of the Nonbanking Company’s voting

shares under any authority. See 12 CFR 211.2(p).

• An investment in a Nonbanking Company is a portfolio

investment of a Reporter for purposes of Item 15 if the

total direct and indirect investments by the Reporter

and its affiliates in the Nonbanking Company, when

combined with all other shares in the Nonbanking

Company held under any authority, do not exceed: 40

percent of the total equity of the organization; or 19.9

percent of the Nonbanking Company’s voting shares.

See 12 CFR 211.8(c)(3)(i), and also 12 CFR 211.2(u).

Item 16 – Former Direct Holder’s Name and

Location

Provide the name and location of the former direct

holder if Event Type reported in Item l.a is an

“External Transfer” or “Internal Transfer.”

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.

Item 17.c – Termination of Activity

Report the termination of any previously reported primary or secondary activity.

FRS Legal Authority Code

Consult Appendix A of these instructions and choose the

appropriate FRS legal authority code under which

this activity is being conducted. If still unsure, consult

your organization’s legal counsel.

NAICS Activity Code

(North American Industry Classification System (NAICS)

Activity Codes) Select a five or six-digit NAICS code

from the U.S. Census Bureau’s website

http://www.census.gov/eos/www/naics/

Description of Activity

Provide a text description of an activity only if unable to

identify a five or six-digit NAICS code corresponding to

the activity.

Nonbanking Schedule

NBK-10 FR Y–10

Nonbanking Schedule October 2016
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.

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:

Company B merges with and into Company A, with

Company A as the surviving company:

To report these types of events, complete the Merger

Schedule.

Merger Involving the Acquisition of a Company, with the

Company as Survivor: In the following example, Company B is not affiliated with the Reporter prior to the

merger. Company A merges into Company B, with

Company B as the survivor, and the Reporter acquires a

reportable interest in Company B as a result of the

merger.

To report this type of event, complete the Merger Schedule. In addition, complete a Banking, Savings and Loan,

Reporter

Survivor

Company B

Nonsurvivor

Company A

Survivor

Reporter

Company B

Nonsurvivor

Company A

Nonsurvivor

Reporter

Company B

Survivor

FR Y–10 MER-1

Merger Schedule October 2016
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.

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

Non-reportable Events

Mergers Involving an External Transfer:

In the following example, Company B is unaffiliated with

the Reporter both before and after the merger. Company

A merges with Company B, with Company B as the

surviving company.

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.”

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.

Check box if correction: Check this box to indicate that

previously reported information was filed incorrectly and

has been corrected with the information provided.

Item 1 - First Full Calendar Date the Nonsurvivor No

Longer Exists

All information provided for a particular transaction date

or effective date should reflect the structure of the

organization on the first full calendar date the nonsurvivor no longer exists.

Item 2 - Survivor

Provide the surviving company’s current legal name and

the location of the company’s head office.

Item 3 - Nonsurvivor

Provide the nonsurviving company’s legal name and the

location of the company’s head office.

Item 4 - Did the head office of the nonsurvivor become

a branch of the survivor?

Only for a merger involving an insured depository institution organized under U.S. law, check the appropriate

box to indicate whether the head office of the nonsurviving company became a branch of the surviving company.

If the response is “Yes”, submit a Domestic Branch

Schedule to indicate the popular name of the branch.

Company B

Nonsurvivor

Company A

Survivor

Reporter

Company A

Nonsurvivor

Reporter

Company B

Survivor

Merger Schedule

MER-2 FR Y–10

Merger Schedule 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 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.’’

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

FR Y–10 4(k)-1

4(k) Schedule December 2012
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 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

• New Activity Commenced Through a De Novo Formation.

Item 1.b - Date of Event

Provide the calendar date on which the reportable event

legally took effect:

4(k) Schedule

4(k)-2 FR Y–10

4(k) Schedule December 2012
• For a New Activity Commenced Directly by a FHC or

Through an Existing Subsidiary, report the date the

activity commenced;

• For an Acquisition of a Going Concern, report the date

of consummation of the acquisition; or

• For a Formation of a New Company, report the date on

which the new company opened for business.

Item 2 - New Activities Commenced FRS Legal

Authority Code (check one)

Check the box next to the legal authority code under

which the new activity is conducted. Consult 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):

http://www.census.gov/eos/www/naics/

Description of Activity

Provide a text description of an activity only if unable to

identify a five or six-digit NAICS code corresponding to

the activity.

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.

Item 1.a - Event Type (check one only)

Check the box that best describes the event type being

reported:

• Initial Investment

• Divestiture (or closure)

• No Longer Reportable

• 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)

Effective December 31, 2015, 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.

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.

Note: There are two exceptions to this rounding rule:

when the percentage is greater than 50 but less than 51,

4(k) Schedule

FR Y–10 4(k)-3

4(k) Schedule December 2015
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.

4(k) Schedule

4(k)-4 FR Y–10

4(k) Schedule December 2015
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;

• Closure of a branch;

• Deletion of erroneously reported branch/office; or

• Changes to previously reported information.

Note: Report branches acquired through a failure under

‘‘Purchase of Branches.’’

For purposes of this schedule, a domestic branch is

defined as: 1) a branch located in the fifty states of the

United States, which is a branch of a U.S. depository

institution; or 2) a branch located in the U.S. territories,

which is located in the same territory as their head office

depository institution. For example: A Puerto Rican

branch of a Puerto Rican bank is considered domestic

and should be reported on this schedule. 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 report item, a branch is any location

or facility of a domestic depository institution, including

the main office, where any of the following occur:

accounts are opened, deposits are accepted, checks are

paid or loans are granted. Reportable branches include,

but are not limited to: brick and mortar locations, drive-in

facilities, mobile/seasonal offices, offices on domestic or

foreign military bases of government installations, paying or receiving stations or units (not stand-alone automated teller machines (ATMs)), and Internet and Phone

Banking locations where a customer can open accounts,

make deposits or borrow money.

Note: A branch does not include Administrative offıces,

Loan Production offıces, Consumer Credit offıces, standalone ATMs, Contractual offıces, Customer Bank Communications Terminals (CBCT) and Electronic Fund

Transfer Units (EFTU).

Exclusions:

• Address changes that result from changes in street

names or zip codes, with no actual change in the

physical location of the branch; and

• Relocations of less than 1,000 feet, if the move does

not involve a change of county.

The date reported for the opening of a branch should

reflect the actual opening date. For branches newly

acquired by the reporting head office through a merger or

acquisition, report the date the event occurred.

A Reporter may choose to separately provide an attachment listing each of the branches acquired in a merger or

absorption. Reporters that choose to use an attachment to

report the acquisition of branches through a merger or

absorption (as reported on the Merger Schedule) must

contact the appropriate Federal Reserve Bank for further

instructions on the format of the attachment.

1. This schedule should not be submitted for U.S. chartered depository

institutions owned directly by a FBO.

FR Y–10 DOM-1

Domestic Branch Schedule December 2012
When to Report

Information must be received at the appropriate Federal

Reserve Bank within 30 calendar days of the occurrence

of a reportable event. Reporters may choose to file all

reportable events occurring in a month at one time (for

example, at month-end) as long as each reportable event

is received within 30 calendar days of its occurrence.

Check box if correction: Check this box to indicate that

previously reported information was filed incorrectly and

has been corrected with the information provided.

Item 1.a – Event Type

Check all the event type box(es) that apply. Do not report

events that occur on separate dates on the same schedule.

• Opening (De Novo);

• Purchase of Branches;

• Acquisition of Branches Through Merger/Absorption;

• Sale of Branches;

• Closure;

• Relocation;

• Popular Name Change;

• Change in Service Type;

• Deletion of Erroneously Reported Branch/Office; or

• If Other, please describe event type. (If none of the

listed event types adequately describes the reportable

event, check the box next to ‘‘Other, please describe

event type,’’ and provide a text description in the space

provided.)

Item 1.b – Date of Event

Provide the calendar date on which the reportable event

took legal effect.

Characteristics Section

Item 2 – Check Applicable Service Type

Check the box that best describes the service type of the

branch:

• Full Service - A branch that accepts deposits, makes

loans, opens/closes accounts, has a loan officer and

full-time staff on site, maintains normal hours, and may

have safe deposit facilities on site. The site may be

owned or leased by the institution or located in a retail

facility such as a supermarket.

• Limited Service - A branch that accepts deposits and

payments; however, it may not offer other services.

Examples include a Military Facility that operates on a

military base for the sole purpose of cashing military

and government payroll checks, a drive-through facility that can accept deposits and make payments but

may not offer other services, a mobile/seasonal or

otherwise temporary branch that may not have a fixed

location or is only open for a limited period, or a

limited service facility located in a retail establishment.

• Trust - An office that only conducts trust activities and

does not accept deposits.

• Electronic Banking - A facility with phone, PC,

and/or website services through which customers can

open accounts, apply for loans, make fund transfers

into accounts and other types of electronic transactions

from a remote location.

Item 3.a – Popular Name

Provide the popular name of the branch being reported.

Please include the word mobile in the popular name of a

mobile office. Each popular name in the branch structure

should be unique.

Item 3.b – Prior Popular Name

Provide the prior popular name, if reporting a name

change.

Item 4.a – Current Address (Physical Location)

Use the U.S. Postal Sevice address to provide the current

street address, city, county, state, country, and zip/postal

code for the branch. The location reported should be the

physical location of the branch, which is not necessarily

its mailing address. Do not use a post office box as the

street address. Report the nine-digit zip code, if available.

When reporting the current address for an Electronic

Banking branch, use the address of the operations center

that performs the back room operations associated with

this activity. When reporting the current address for a

mobile branch, use the address of the main office. To

determine the appropriate address to report, please see

the definition of physical location found in the Glossary.

Domestic Branch Schedule

DOM-2 FR Y–10

Domestic Branch Schedule December 2012
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 organization or

purchased the branches from your organization as reported

in Item 1.a, Event Type.

Also, in the applicable space, provide the number of

branches only when reporting the following types of

transactions:

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

• Purchase of branches through a partial purchase and

assumption transaction.

For purposes of reporting the Domestic Branch Schedule,

a partial purchase and assumption transaction is defined

as the sale or purchase of one or more branches, but not

all branches, to or from another depository institution.

For example, Bank A is engaging in a partial purchase

and assumption transaction when it sells three of its six

branches to Bank B.

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.

Domestic Branch Schedule

FR Y–10 DOM-3

Domestic Branch Schedule 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;

• Edge or agreement corporations; or

• bank holding companies

It also includes branches of foreign subsidiaries of the

above if located in a different foreign country than the

foreign subsidiary;

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

• Closing and surrender of licenses of a reportable

branch.

The date reported for the opening of an office should

reflect the actual opening date. For purposes of this

schedule, the actual opening date occurs when the first

accounting entry is made. For offices newly acquired by

the reporting head office through a merger or acquisition,

report the opening date as the date the office was

acquired.

Include any 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.

Item 1.a - Event Type (check all that apply)

Check the box that best describes the event type being

reported:

• Opening;

• Closure;

• Relocation; or

• Other, please describe event type.

Item 1.b - Date of Event

Provide the calendar date on which the reportable event

took legal effect.

Item 2 - Office Type

Check the box that best describes the office type being

reported:

• Full-Service Branch;

• Shell Branch; or

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

foreign subsidiary)

Item 3 - Date of Board Consent or Prior

Notification (if applicable)

Provide the date of the Board consent or prior notification

to establish this branch.

1. Foreign or foreign country refers to one or more foreign nations, and

includes the overseas territories, dependencies, and insular possessions of

those nations and of the United States and the Commonwealth of Puerto

Rico. (Section 211.2(i) of Regulation K.) With respect to territorial banks,

report on this schedule information about branches located outside the

country of the head office. For example: A Puerto Rican branch of a non

Pureto Rican head office (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 FOR-1

Foreign Branch Schedule December 2012
Note: This item is only applicable when reporting the

opening of a foreign branch.

Item 4 - Popular Name

Provide the popular name of the office being reported.

Item 5.a - Current Address (Physical Location)

Provide the current street address, city, province, country,

and zip/postal code for the office. The location reported

should be the physical location of the office which is not

necessarily its legal location. Do not use a post office box

as the street address.

Item 5.b - Previous Address (if changes have

occurred)

In the event of relocation or correction, 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.

Foreign Branch Schedule

FOR-2 FR Y–10

Foreign Branch Schedule December 2012
Specific Instructions for the Branch, Agency,

and Representative Office of Foreign Banking

Organizations (FBOs) Schedule (BARO Schedule)

FR Y–10

What to Report

Use this schedule to report the following changes in

organizational structure:

• The initial opening of U.S. branches, agencies, and

representative offices, including managed non-U.S.

branches of FBOs;

• The initial opening of U.S. representative offices of

foreign bank subsidiaries of FBOs whose only U.S.

presence is through the representative office;

• The initial licensing of a U.S. branch or agency that is

required to file the FFIEC 002 report and has not yet

opened for business;

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

• Closing and surrender of licenses of a reportable office.

The date reported for the opening of an office should

reflect the actual opening date. For purposes of this

schedule, the actual opening date occurs when the first

accounting entry is made. For offices newly acquired by

the reporting head office through a merger or acquisition,

report the opening date as the date the office was

acquired.

Include any entity that, although inactive, continues to

retain its license.

Check box if correction: Check this box to indicate that

previously reported information is incorrect and should

be corrected with the information provided.

Item 1.a - Event Type (check all that apply)

Check the box(es) that best describes the event type(s)

being reported:

• Opening;

• License Issued;

• Relocation;

• Change in Office Type;

• Became Inactive;

• License Surrendered;

• Commenced Activities Through Managed Non-U.S.

Branch

• 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.

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

Branches)

Check the box that best describes the office type being

reported:

• Branch;

• Agency; or

• Representative Office

Item 3 - Popular Name

Provide the popular name of the office being reported.

Item 4.a - Current Address

Use the U.S. Postal Service address to provide the current

street address, city, county (if applicable), state, country,

and zip/postal code for the office. The location reported

should be the physical location of the office which is not

necessarily its legal location. Do not use a post office box

as the street address. Report the nine-digit zip code, if

available.

FR Y–10 BAR-1

BARO Schedule December 2012
Item 4.b - Previous Address (if changes have

occurred)

In the event of relocation or correction, provide the prior

street address, city and county (if applicable), state,

country, and zip/postal code of the office. Do not use a

post office box as the street address. Report the nine-digit

zip code, if available.

Item 5 - Head Office Legal Name and Location

Provide the legal name of the head office and its current

location: city, province, country, and zip/postal code.

BARO Schedule

BAR-2 FR Y–10

BARO Schedule December 2012
Glossary

FR Y-10

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.

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:

(i) for a bank holding company (or a company

applying to become a bank holding company), the

Reserve Bank of the Federal Reserve District in

which the company’s banking operations are principally conducted, as measured by total domestic

deposits in its subsidiary banks on the date it

became (or will become) a bank holding company;

(ii) for a savings and loan holding company (or a

company applying to become a savings and loan

holding company), the responsible Reserve Bank;

(iii) for a foreign banking organization that has no

subsidiary bank and is not a bank holding company, the Reserve Bank of the Federal Reserve

District in which the total assets of the organization’s United States branches, agencies, commercial lending companies, and Edge and agreement

corporations are the largest as of the date it

became (or will become) a foreign banking organization (12 CFR § 225.3(b)); or

(iv) 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.

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:

(i) Any national bank or state-chartered bank (including any former savings association), the deposits

of which are insured in accordance with the

provisions of the Federal Deposit Insurance Act;

or

(ii) Any institution organized under federal law or the

laws of any U.S. state or territory that both -

(a) Accepts demand deposits or deposits that the

depositor may withdraw by check or similar

means for payment to third parties or others;

and

(b) Is engaged in the business of making commercial loans.

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.

FR Y–10 GL-1

Glossary December 2012
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.).

Commercial Lending Company: Any organization,

other than a bank or an Agreement Corporation, organized under the laws of any state that maintains credit

balances permissible for an agency and engages in the

business of making commercial loans. This definition

includes any company chartered under Article XII of the

banking law of the State of New York (12 CFR §

211.21(g)).

Company:

(i) 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).

(ii) For purposes of Savings and Loan Companies, Company means any corporation, partnership, trust, jointstock 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 intercompany balances and transactions.

Consumer Credit Office: An office that provides only

consumer credit services to customers.

Contractual Office: An office that performs no banking

type transactions; however, staff provide remedial services to clients.

Control: 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 For purposes of this

definition of control, limited partnership interests are

generally considered to be a class of voting securities.3

• Company A elects a majority of Company B’s board of

directors, trustees, general partners, or others with

similar management responsibilities under the company’s organizing documents;

• Company A is a general partner, managing member, or

trustee of Company B; or

• In certain situations, where Company A acquires all or

substantially all of Company B’s assets. In addition,

Company A is deemed to control Company B if any of

the following are true (absent a reporter’s presentation

of evidence of noncontrol to the appropriate Federal

Reserve Bank and the Federal Reserve Bank’s acceptance of such evidence):

• Company A has entered into a management agreement

with Company B under which Company A exercises

significant influence over Company B’s general management or overall operations;

1. As used in this definition of control only, control by Company A of

shares or an interest refers to Company A’s control in the aggregate of

shares or interests held directly by Company A and indirectly by Company

A through one or more subsidiaries. Other references to Company A in this

definition refer to Company A acting directly or indirectly through any of

its subsidiaries.

2. Definitions of “voting securities,” “nonvoting shares,” and “class of

voting shares,” are provided in the Glossary under the entry for “voting

securities and related terms.”

3. A limited partnership interest is not a voting security if it does not

afford the limited partner any authority to participate in removing or

appointing general partners and the interest also meets the other requirements of the definition of “Nonvoting shares.”

Glossary

GL-2 FR Y–10

Glossary December 2012
• Company A controls more than 5 percent of a class of

voting securities of Company B, one or more individuals serve as director or officer of both Company B and

Company A, and no person unaffiliated with Company

A controls 5 percent or more of Company B;

• Company A controls more than 5 percent of a class of

voting securities of Company B and together with

directors or officers of Company A controls more than

25 percent of a class of voting securities of Company

B;

• Company A controls 10 percent or more of a class of

voting securities of Company B and an individual

serves as both a director or officer of Company B and a

director or officer of Company A; or

• Staff at the Board or the appropriate Federal Reserve

Bank has informed the reporter that, for purposes of the

FR Y-6, Y-7, and Y-10, Company A is deemed to

control Company B.

For purposes of Savings and Loan Companies, Company

A controls Company B if any of the following are true:1

• Company A controls more than 25 percent of any class

of voting securities of Company B.2

• For purposes of this definition of control, limited

partnership interests are generally considered to be a

class of voting securities.3

• Company A elects a majority of Company B’s board of

directors, trustees, general partners, or others with

similar management responsibilities under the company’s organizing documents;

• Company A is a general partner, managing member, or

trustee of Company B; or

• In certain situations, where Company A acquires all or

substantially all of Company B’s assets. In addition,

Company A is deemed to control Company B if any of

the following are true (absent a Reporter’s presentation

of evidence of noncontrol to the appropriate Federal

Reserve Bank and the Federal Reserve Bank’s acceptance of such evidence);

• Company A has entered into a management agreement

with Company B under which Company A exercises

significant influence over Company B’s general management or overall operations;

• Company A controls more than 5 percent of a class of

voting securities of Company B, one or more individuals serve as director or officer of both Company B and

Company A, and no person unaffiliated with Company

A controls 5 percent or more of Company B;

• Company A controls more than 5 percent of a class of

voting securities of Company B and together with

directors or officers of Company A controls more than

25 percent of a class of voting securities of Company

B;

• Company A controls 10 percent or more of a class of

voting securities of Company B and an individual

serves as both a director or officer of Company B and a

director or officer of Company A; or

• Staff at the Board or the appropriate Federal Reserve

Bank has informed the Reporter that, for purposes of

the FR Y-6, Y-7, and Y-10, Company A is deemed to

control Company B.

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.

Customer Bank Communications Terminals: These

terminals are similar to ATM machines.

De Novo: A newly chartered bank or company, a newly

opened branch or office, or a newly commenced activity.

Depository Institution: An institution defined in 12 CFR

§ 225.2(t) or 12 CFR § 204.2(m)(1).

Directly / Indirectly:

Directly - An entity that conducts activities or makes

investments on its own, and not through any of its

1. As used in this definition of control only, control by Company A of

shares or an interest refers to Company A’s control in the aggregate of

shares or interests held directly by Company A and indirectly by Company

A through one or more subsidiaries. Other references to Company A in this

definition refer to Company A acting directly or indirectly through any of

its subsidiaries.

2. Definitions of “voting securities,” “nonvoting shares,” and “class of

voting shares,” are provided in the Glossary under the entry for “voting

securities and related terms.”

3. A limited partnership interest is not a voting security if it does not

afford the limited partner any authority to participate in removing or

appointing general partners and the interest also meets the other requirements of the definition of “Nonvoting shares.”

Glossary

FR Y–10 GL-3

Glossary December 2012
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.

Edge Corporation: A corporation chartered under Section 25A of the Federal Reserve Act to engage in

international banking and financial operations.

Electronic Funds Transfer Units: These are physical

units that perform limited banking type transactions.

Employee Stock Ownership Plan (ESOP): A stock

ownership plan whereby employees purchase shares of

their company’s stock.

Financial Holding Company (FHC): A BHC, 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: A subsidiary of a commercial

bank, as defined in Section 121 of the Gramm-LeachBliley Act of 1999, 12 CFR § 208.77(e), or Section 46 of

the Federal Deposit Insurance Act.

Foreign Bank: An organization that is organized under

the laws of a foreign country and that engages directly in

the business of banking outside the United States. The

term foreign bank does not include a central bank of a

foreign country that does not engage or seek to engage in

a commercial banking business in the United States

through an office. (12 CFR § 211.21(n))

Foreign Banking Organization (FBO): A foreign bank

that operates a branch, agency, or commercial lending

company subsidiary in the United States, controls a bank

organized under U.S. law, or controls an Edge or agreement corporation, and any company of which a foreign

bank is a subsidiary.

Foreign Investment: An investment made or interest

acquired in a company pursuant to Subparts A or C of

Regulation K (12 CFR § 211).

Functionally Regulated Subsidiary: Any subsidiary

that is not a BHC, 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:

(i) a broker or dealer registered under the Securities

and Exchange Act of 1934;

(ii) a registered investment adviser, properly registered

by or on behalf of either the Securities and Exchange

Commission or any State, with respect to the investment advisory activities of such investment adviser

and activities incidental to such investment advisory

activities;

(iii) an investment company that is registered under the

Investment Company Act of 1940;

(iv) an insurance company, with respect to insurance

activities of the insurance company and activities

incidental to such insurance activities, that is subject

to supervision by a State insurance regulator; or

(v) a company that is subject to regulation by the

Commodity Futures Trading Commission, with

respect to the commodities activities of such company and activities incidental to such commodities

activities.

See 12 U.S.C. § 1844(c)(2)(B).

Note: Companies may be required to be registered with

the SEC due to their publicly held status without necessarily qualifying as functionally regulated by the SEC as

a securities broker-dealer, investment adviser, investment

company, or company that engages in commodity futures

trading.

Grandfathered Unitary Savings and Loan Holding

Company (GUSLHC): 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).

HOLA: The Home Owner’s Loan Act (12 U.S.C. 1461 et

seq.)

Insurance Company: A company licensed to sell insurance products or to underwrite or reinsure insurance

products either for coverage of third-parties or for the

self-insurance programs of a bank holding company,

savings and loan holding company, and their affiliates.

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

Glossary

GL-4 FR Y–10

Glossary October 2016
by the Federal Deposit Insurance Corporation (“FDIC”),

including savings association (but does not include

insured branches of a foreign bank).

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).

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 otherwise 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: http://www.census.gov/eos/www/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; savings associations, as

defined in section 2(j) of the BHC Act (12 U.S.C. §

1841(j)); and certain institutions that function solely in a

fiduciary capacity, as described in Section 2(c)(2) of the

BHC Act (12 U.S.C. § 1841(c)(2)).

Nonbearer Security: Any security that is registered to a

particular party on the books of the issuing company. The

issuer of the nonbearer security is required to maintain a

record of ownership of the security.

Nonfinancial Company: A nonfinancial company is a

company that is engaged in any activity that has not been

determined to be financial in nature or incidental to a

financial activity under section 4(k) of the BHC Act (12

U.S.C. 1843(k)). Examples of activities that are considered nonfinancial in nature are: Telecommunications,

Health Care, Entertainment, Transportation, and Manufacturing.

Nonvoting Securities: Preferred shares, limited partnership shares or interests, or similar interests, are nonvoting

securities if:

• any voting rights associated with the shares or interests

are limited solely to the type customarily provided by

statute with regard to matters that would significantly

and adversely affect the rights or preference of the

security or other interest, such as the issuance of

Glossary

FR Y–10 GL-5

Glossary October 2016
additional amounts or classes of senior securities, the

modification of the terms of the security or interest, the

dissolution of the issuing company, or the payment of

dividends by the issuing company when preferred

dividends are in arrears;

• the shares or interest represent an essentially passive

investment or financing device and do not otherwise

provide the holder with control over the issuing company; and

• the shares or interest do not entitle the holder, by

statute, charter, or in any manner, to select or to vote

for the selection of directors, trustees, or partners (or

persons exercising similar functions) of the issuing

company.

Physical Location: The address at which the main office

of the entity is physically located, which is not necessarily the entity’s legal location or place of incorporation. It

is not an e-mail address or a post-office box.

Qualifying Foreign Banking Organization (QFBO): A

foreign banking organization (FBO), more than half of

the worldwide business of which is banking and more

than half of the banking business of which is conducted

outside the United States, such that the FBO meets the

requirements of Section 211.23(a) of Regulation K (12

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:

(i) any Federal savings association;

(ii) any State savings association; and

(iii) 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 –

(A) any building and loan association, savings and

loan association, or homestead association; or

(B) 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.

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.

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.

Subsidiary: For purposes of this form, a subsidiary is a

company or bank that is controlled by another company,

as control is defined above in this Glossary.

Tiered Reporter: A BHC, SLHC, FBO, or FHC that has

a controlling interest in another BHC, SLHC, FBO, or

FHC.

Glossary

GL-6 FR Y–10

Glossary October 2016
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 andAgencies 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): A company defined in 12 CFR § 252.2(y).

Voting Securities: Shares of common or preferred stock,

general or limited partnership shares or interests, or

similar interests if the shares or interests, by statute,

charter, or in any manner, entitle the holder:

• To vote for or to select directors, trustees, or partners

(or persons exercising similar functions of the issuing

company); or

• To vote on or to direct the conduct of the operations or

other significant policies of the issuing company.

Class of Voting 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

liquidation preference, if the shares are voted together as

a single class on all matters for which the shares have

voting rights (other than voting rights described above in

the first bullet of the definition of nonvoting shares).

Glossary

FR Y–10 GL-7

Glossary 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.

10 Section 25 or 25A of the Federal Reserve Act (12 U.S.C.§§ 601-604(a) and 611-631) Establishment of

a foreign branch; investment in a foreign bank; establishment of an Edge or agreement corporation; or

an investment made or activity conducted by an Edge or agreement corporation in accordance with

subpart A of the Board’s Regulation K (12 CFR §§ 211.1 through 211.10).

14 Section 4(c)(i)/(ii)—Engaging in nonbanking activities in reliance on the grandfather provisions of

section 4(c)(i)/(ii) of the BHC Act. This code only may be used by the tax-exempt labor, agricultural,

and horticultural organizations and the family-owned bank holding companies described in section

4(c)(i)/(ii).

17 Section 4(c)(1)—Servicing and safe deposit activities that are permissible without Board approval.

22 Section 4(c)(5)—An investment by a bank holding company or its nonbank subsidiary if the

investment specifically is authorized by federal statute for a national bank. Shares held under this

authority must be of the kinds and amounts explicitly described by federal statute as permissible for

investment by a national bank.

24 Section 4(c)(7)—Ownership or control of the shares of an investment company whose only activity is

acquiring up to 5 percent of the voting share of a company or companies.

26 Section 4(c)(8)—Nonbanking activities determined to be closely related to banking and permissible

upon compliance with applicable notice procedures.

44 Section 4(c)(9)—Owning or controlling voting shares of a company that is not engaged, directly or

indirectly, in any activities in the United States other than those that are incidental to the international

or foreign business of such company, in accordance with section 211.23(f)(3) of the Board’s

Regulation K (12 CFR 211.23(f)(3)).

57 Section 4(c)(14)—Owning shares of any company that is an export trading company in accordance

with subpart C of the Board’s Regulation K (12 CFR §§ 211.31-211.34).

62 Section 4(c)(13)—An investment in a company, other than one described in Legal Authority Code 10,

made in accordance with section 211.5 of the Board’s Regulation K (12 CFR 211.8 through 211.10).

App-A-1

FR Y-10 December 2012
68 Section 8(c) of the International Banking Act (12 U.S.C. § 3106)—Grandfathered nonbanking

activities of foreign banking organizations.

104 A subsidiary of a state or national bank, other than a financial subsidiary described in Legal Authority

code 314.

311 Section 4(k)(1)(A)/4(k)(4)/4(k)(5)—Activities determined by statute or by the Board to be financial in

nature or incidental to a financial activity.

312 Section 4(k)(1)(B)—Activities determined by the Board to be complementary to a financial activity.

314 Section 46 of the Federal Deposit Insurance Act and Section 5136A of the National Bank Act—A

financial subsidiary that a bank establishes under one of these provisions and that may conduct certain

financial activities in addition to activities the bank may conduct directly.

410 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.

411 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).

412 Section 10(c)(6)(B) of the Home Owners’ Loan Act - Engaging in activities that are otherwise

impermissible in reliance on section 10(c)(6)(B) of the Home Owners’ Loan Act.

413 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.

999 Grandfathered regulatory provision not elsewhere classified.

Appendix A

App-A-2

Appendix A October 2016
Appendix B

FR Y-10

Board to NAICS Activity Codes Conversion Table

Board Activity

Board

Alphanumeric

Code1

NAICS

Code NAICS Activity

Bank Holding Company 00AA 551111 Offices of Bank Holding Companies

Other Holding Company 00AB 551112 Offices of Other Holding Companies

Foreign Banks 00BA 52211 Commercial Banking

Edge/Agreement - Investment 00BD 522293 International Trade Financing

Edge/Agreement - Banking 00BE 522293 International Trade Financing

Commercial, Business, Consumer

Finance

01AA 52222 Sales Financing

Mortgage Banking 01LB 522292 Real Estate Credit

Industrial Bank, Industrial Loan, Morris

Plan - Depository

02AA 52219 Other Depository Credit Intermediation

Industrial Bank, Industrial Loan, Morris

Plan - Nondepository

02AA 522298 All Other Nondepository Credit

Intermediation

Trust Company Functions, Acting as a

Fiduciary

04AA 523991 Trust, Fiduciary, and Custody Activities

Investment, Financial or Economic

Advisory Services

05AE 52393 Investment Advice

Leasing Property - Land, Buildings,

Motor Vehicles, Equipment

06AF 53111 Lessors of Residential Buildings &

Dwellings

Community Development Investment or

Advisory Services

07AA 62422 Community Housing Services

Data Processing and Data Transmission

Services

08AA 51821 Data Processing, Hosting and Related

Services

Insurance or Annuities Agent or Broker 09BB 52421 Insurance Agencies and Brokerages

1

In 2004, the Federal Reserve converted from using alphanumeric activity codes to NAICS codes. Therefore, the codes in

this column are no longer used.

App-B-1

FR Y-10 December 2012
Board Activity

Board

Alphanumeric

Code1

NAICS

Code NAICS Activity

Underwriting as a Reinsurer Insurance

(an extension of credit by a BHC)

09EA 52413 Reinsurance Carriers

Courier Services 11BA 49211 Couriers

Consulting Services for Management,

Employee Benefits, Compensation,

Insurance Plans & Career Counseling

12AA 54161 Management Consulting Services

Issuing or Selling Money Orders,

Savings Bonds, Traveler’s Checks

13AA 52239 Other Activities Related to Credit

Intermediation

Real Estate Appraisals 14AA 53132 Offices of Real Estate Appraisers

Commercial Real Estate Equity

Financing

14AB 52231 Mortgage and Nonmortgage Loan

Brokers

Securities Brokerage Services 15AA 52312 Securities Brokerage

Transactional Services (swaps, foreign

exchange, derivative contract)

17AA 52314 Commodity Contracts Brokerage

Credit Card Banks 20CC 52221 Credit Card Issuing

Commercial Banking 21AA 52211 Commercial Banking

Underwriting as a Reinsurer Life, Health,

Disability or Medical Insurance

31BA 52411 Direct Life, Health, and Medical

Insurance Carriers

Administrative and Other Services to

Mutual Funds

31BB 523991 Trust, Fiduciary, and Custody Activities

Owning Shares of a Securities Exchange 31BC 52231 Mortgage and Nonmortgage Loan

Brokers

Certification Authority for Digital

Signatures

31BD 51821 Data Processing, Hosting and Related

Services

Providing Credit Bureau Services 31BE 56145 Credit Bureaus

Check Cashing & Wire Transmission

Services

31EA 52239 Other Activities Related to Credit

Intermediation

Real Estate Title Abstracting 31IA 541191 Title Abstract and Settlement Offices

Travel Agency Activities 31LA 56151 Travel Agencies

Managing Mutual Funds 31MA 52392 Portfolio Management

FHC Lending, Exchanging, Transferring,

Investing for Others

31NA 52393 Investment Advice

1

In 2004, the Federal Reserve converted from using alphanumeric activity codes to NAICS codes. Therefore, the codes in

this column are no longer used.

Appendix B

App-B-2

Appendix B December 2012
Board Activity

Board

Alphanumeric

Code1

NAICS

Code NAICS Activity

Underwriting, Dealing in or making a

market in Securities (also may provide

brokerage services)

31QA 52311 Investment Banking and Securities

Dealing

Issuing Instruments Representing

Interests in Pools of Assets

31RA 52591 Open-End Investment Funds

Merchant Banking or Insurance

Company Investments

31UA 52391 Miscellaneous Intermediation

Conducting a Safe Deposit Business 32CA 523991 Trust, Fiduciary, and Custody Activities

Acquiring a Debt in Default (excludes

DPC)

32CB 52229 Other Nondepository Credit

Intermediation

Underwriting as a Reinsurer Property,

Casualty or Title Insurance

32GA 524126 Direct Property and Casualty Insurance

Carriers

Underwriting Annuities 32GB 524113 Direct Life Insurance Carriers

Underwriting as a Reinsurer Other

Insurance (not in 31BA, 32GA, 32GB)

32GC 524128 Other Direct Insurance (except life,

health, and medical) Carriers

Finder Activities (bring together others

to negotiate and consummate

transactions)

32IA 52393 Investment Advice

Lending, Exchanging, Investing for

Others

32IB 523991 Trust, Fiduciary, and Custody Activities

Providing Devices for Transferring

Money or Other Financial Assets

32IC 523999 Miscellaneous Financial Investment

Activities

Arranging Financial Transactions for the

Account of Third Parties

32ID 523991 Trust, Fiduciary, and Custody Activities

Underwriting or Dealing in Bank

Eligible Securities

90AB 523999 Miscellaneous Financial Investment

Activities

Providing a Check Guarantee Service 90AC 52232 Financial Transactions Processing,

Reserve, and Clearinghouse Activities

Buying & Selling Bullion, Silver, Gold

and Platinum Coins

90AE 52313 Commodity Contracts Dealing

Savings Associations 90AG 52212 Savings Institutions

Credit Unions 90AG 52213 Credit Unions

Export Trading Companies 90BA 522293 International Trade Financing

1

In 2004, the Federal Reserve converted from using alphanumeric activity codes to NAICS codes. Therefore, the codes in

this column are no longer used.

Appendix B

App-B-3

Appendix B December 2012
Board Activity

Board

Alphanumeric

Code1

NAICS

Code NAICS Activity

Futures Commission or Commodity

Merchant

90BD 52314 Commodity Contracts Brokerage

Venture Capital Investments 90BN 52391 Miscellaneous Intermediation

Collecting Overdue Accounts Receivable

(retail or commercial)

90BQ 56144 Collection Agencies

Printing and Selling Check

(micr-encoded)

91AC 323116 Manifold Business Forms Printing

Principal in Foreign Exchange, Swaps or

Derivatives Contracts

91AQ 52313 Commodity Contracts Dealing

Agent for Private Placement of Securities 91AR 52312 Securities Brokerage

Real Estate Settlement Services 91AV 541191 Title Abstract and Settlement Offices

Buying & Selling in the Secondary

Market as ′′Riskless Principal′′

91BC 523999 Miscellaneous Financial Investment

Activities

Providing Services to an Affiliated BHC

(accounting, appraising, auditing)

91CA 54199 All Other Professional, Scientific, and

Technical Services

Other Servicing Activities 91CD 54199 All Other Professional, Scientific, and

Technical Services

Liquidating Property Acquired from a

BHC Subsidiary (excluding DPC)

91CE 52239 Other Activities Related to Credit

Intermediation

Asset Management, Servicing and

Collection of Assets (excluding

properties acquired DPC)

91FA 52239 Other Activities Related to Credit

Intermediation

Issuing Trust Preferred Securities,

Commercial Paper and Long-Term Debt

97AA 52599 Other Financial Vehicles

Co-generator of Electric Power 99CG 22111 Electric Power Generation

1

In 2004, the Federal Reserve converted from using alphanumeric activity codes to NAICS codes. Therefore, the codes in

this column are no longer used.

Appendix B

App-B-4

Appendix B December 2012