FR Y-3F Application for a Foreign Organization to Acquire a U.S.

FR Y– 3F
OMB Number 7100–0119
Aproval expires March 31, 2014

Board of Governors of the Federal Reserve System

Application for a Foreign Organization
to Acquire a U.S. Bank or Bank Holding Company—FR Y-3F
Name, title, address, e-mail address, and telephone number of
persons(s) to whom inquiries concerning this application may be
directed:

Legal Name of Applicant

Street

City

Country

(Type of organization, such as corporation, limited partnership, general partnership,
limited liability company/corporation, business trust, association, or trust)

organized under the laws of
hereby applies to the Board pursuant to section 3(a) of the Bank
Holding Company Act of 1956, as amended, ("Act"), for prior approval to acquire a U.S. Bank or a bank holding company through
the acquisition of direct or indirect ownership, control, or power to
vote at least

(

%) of the voting shares of:

Number

Does Applicant or Notificant request confidential treatment for any portion of this submission?

Yes

No
As required by the the instructions, a letter justifiying the
request for confidential treatment is included.
The information for which confidential treatment is being
sought is separately bound and labeled "CONFIDENTIAL."

Public reporting burden for this information collection is estimated to range between
70–90 hours per response, including time to gather and maintain data in the required
form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this information collection, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, N.W., Washington, DC
20551, and to the Office of Management and Budget, Paperwork Reduction Project
(7100–0119), Washington, DC 20503.

An application is authorized by section 3(a) of the Act (12 U.S.C. 1842 and 1844).
The Federal Reserve may not conduct or sponsor, and an organization (or a person)
is not required to respond to, a collection of information unless it displays a currently
valid OMB control number.

FR Y– 3F
Page 2

Application for a Foreign Organization
to Acquire a U.S. Bank or Bank Holding Company—FR Y-3F
Certification
I certify that the information contained in this application has been
examined carefully by me and is true, correct, and complete, and is
current as of the date of this submission to the best of my knowledge
and belief. I acknowledge that any misrepresentation or omission of
a material fact constitutes fraud in the inducement and may subject
me to legal sanctions provided by 18 USC 1001 and 1007.

ability of Information,” 12 CFR Part 261, that the applicant and individual consent to public release of all details in the application and
in any related submissions containing information concerning that
individual.

I also certify, with respect to information pertaining to an individual
and submitted to the Board of Governors of the Federal Reserve
System (“Federal Reserve”) in (or in connection with) this application, that the applicant has the authority, on behalf of the individual,
to provide such information to the Federal Reserve and to consent
or object to public release of such information. The Federal Reserve
may assume, in the absence of a request for confidential treatment
submitted in accordance with the Board’s “Rules Regarding Avail-

I acknowledge that approval of this application is in the discretion
of the Federal Reserve. Actions or communications, whether oral,
written, or electronic, by the Federal Reserve or its employees in
connection with this filing, including approval if granted, do not constitute a contract, either express or implied, or any other obligation
binding upon the agency, the United States or any other entity of the
United States, or any officer or employee of the United States. Such
actions or communications will not affect the ability of the Federal
Reserve to exercise its supervisory, regulatory, or examination powers under applicable laws and regulations. I further acknowledge
that the foregoing may not be waived or modified by any employee
or agency of the Federal Reserve or of the United States.

Corporate Title of Bank (or Bank Holding Company)

Date of Application

Street

Signature of Chief Executive Officer or Designee

City

State

Zip Code

FR Y– 3F
Page 3

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company
Purpose
This application collects data that are used to evaluate the present and pro forma ownership structure and financial condition of
the applicant and its proposed subsidiary(ies), the home country
supervisory regime, and the proposed transaction in terms of its
effects on competition in the relevant market, and the convenience
and needs of the public.

Who Must File This Application
Any company organized under the laws of a foreign country that
is seeking to acquire a U.S. bank or bank holding company must
file this application.

Nonbanking Activities
If Applicant proposes as part of this transaction to engage, directly
or indirectly, in any U.S. nonbanking activity, Applicant must file
a companion FR Y-4 application. See section 225.28 of Regulation Y for a listing of permissible nonbanking activities approved
by regulation and section 225.24 for application procedures to
engage in those and other nonbanking activities. See also Item
17 below.

Financial Holding Companies
If Applicant seeks to become a financial holding company in
connection with the proposed transaction, it must submit the
necessary written declaration as part of the FR Y-3F filing. The
declaration must conform to Regulation Y (sections 225.81 and
225.82, or sections 225.90, 225.91, and 225.92, as appropriate).
Applicant should contact the appropriate Reserve Bank for further
information.
If the proposal involves a financial holding company that is seeking to acquire a depository institution that is not well capitalized
or well managed, Applicant must contact the appropriate Reserve
Bank regarding the development and execution of an agreement
acceptable to the Federal Reserve. The agreement will outline
the actions to be taken by Applicant to address the financial and/
or managerial deficiencies of the depository institution, and any
limitations on the activities of Applicant until those deficiencies are
satisfactorily addressed. The agreement must be executed prior to
or upon consummation of the proposed transaction.

the structure is not a foreign bank, it should consult with the appropriate Reserve Bank regarding the financial and managerial information that should be provided.

Preparation of Application
For relevant filing information, Applicants should consult the
Board’s Regulation Y (12 CFR Part 225), a copy of which is
available on the Board’s public website at www.federalreserve.
gov/regulations/ or through any Reserve Bank. Additional filing
information is available on the Board’s public website at www.
federalreserve.gov/generalinfo/applications/afi/.
Inquires regarding the preparation and filing of applications should
be directed to the appropriate Reserve Bank as defined in Regulation Y. Applicants are encouraged to contact Federal Reserve staff
as soon as possible for assistance in identifying the specific type
of information that should be provided in the application (particularly information related to convenience and needs or competitive
considerations, including management official interlocks subject
to Regulation L (12 CFR Part 212)) and to determine whether an
examination of the bank(s) to be acquired will be required in connection with the proposed transaction.
The required application is to be filed by submitting the information
requested in this form to the appropriate Reserve Bank. Alternative
formats, if used, must provide all requested information. The application must be substantially complete and responsive to each item
of information requested (including an indication that the answer
is ‘‘not applicable’’ or ‘‘none’’ where such is the case) in order to
be considered properly filed in accordance with the requirements
of the BHC Act.
The appropriate Reserve Bank, within the established time limitations, will review the submitted application to determine if it is substantially complete. If so, an acknowledgement letter will be sent
indicating the date the application has been formally accepted for
processing. If not, the application will be returned to the Applicant.
As necessary to complete the record of the application, a request
for additional information will be sent to the contact person named
in the application. Under certain circumstances, name check and
financial information may be required; such information for individuals should be submitted on the Interagency Biographical and
Financial Report (FR 2081c; OMB No. 7100-0134), and may be
submitted in advance of the application. Contact the appropriate
Reserve Bank for further information.

Tiered Applicant Organizations
In tiered organizations that consist of more than one foreign bank
applicant, each parent foreign bank of the foreign bank applicant
must respond individually to Items 5 (internal controls), 6 (financial information), 7 and 8 (home country supervision), and 9 (antimoney laundering measures). If an applicant organization within

The Federal Reserve System reserves the right to require the filing
of additional statements and information. If any information initially
furnished in the application changes significantly during processing of the application, these changes should be communicated
promptly to the appropriate Reserve Bank.

FR Y– 3F
Page 4

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
Publication Requirement

Confidentiality

For applications filed pursuant to section 3 of the BHC Act, Applicant should publish a notice in a newspaper of general circulation
in the community(ies) in which the head offices of the target bank
holding company, its largest subsidiary bank, and each bank to
be directly or indirectly acquired is located. The newspaper notice
should provide opportunity for the public to submit written comments on the proposal for at least 30 calendar days after the date
of publication, and must be published no more than 15 calendar
days before and no later than 7 calendar days after the date the
application is filed with the appropriate Reserve Bank. On written
request by the Applicant, the Reserve Bank may publish notice of
proposals in the Federal Register no more than 15 calendar days
before the application is filed.

Under the provisions of the Freedom of Information Act (the
“FOIA”), 5 U.S.C. § 552, the application is a public document and
available to the public upon request. Once submitted, an application becomes a record of the Board and may be requested by any
member of the public. 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)(l)-(9).

Applicant should consult with the appropriate Reserve Bank or the
Board’s public website for the specific publication format used at
that Reserve Bank. A copy of the newspaper notice publication
must be provided to the appropriate Reserve Bank, as required by
section 262.3(b) of the Board’s Rules of Procedure.
The following is a sample notice:
Notice of Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or Bank Holding Company
by a Bank Holding Company) or
(Merger of Bank Holding Companies)
(Name and location of head office) intends to apply to the Federal
Reserve Board for permission to (form a bank holding company
with respect to) (acquire a bank,) (acquire/merge with another bank
holding company,) (name and location of head office). We intend
to acquire control of (name of bank and location of head office;
include name and location of savings association or other nonbank insured depository institution, if any). The Federal Reserve
considers a number of factors in deciding whether to approve the
application, including the record of performance of banks we own
in helping to meet local credit needs.
You are invited to submit comments in writing on this application
to the Federal Reserve Bank of
, (address of appropriate Reserve Bank). The comment period will not end before (date
must be no less than 30 days from the date of publication of the
application) and may be somewhat longer. The Board’s procedures
for processing applications may be found at 12 CFR Part 262.
Procedures for processing protested applications may be found at
12 CFR 262.25. To obtain a copy of the Federal Reserve Board’s
procedures, or if you need more information about how to submit your comments on the application, contact (name of Reserve
Bank contact and telephone number). The Federal Reserve will
consider your comments and any request for a public meeting or
formal hearing on the application if they are received in writing by
the Reserve Bank on or before the last day of the comment period.

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). An Applicant may
request confidential treatment for any information submitted in or
in connection with its application that Applicant believes is exempt
from disclosure under the FOIA. For example, if Applicant is of
the opinion that disclosure of commercial or financial information
would likely result in substantial harm to its competitive position
or that of its subsidiaries, or that disclosure of information of a
personal nature would result in a clearly unwarranted invasion of
personal privacy, confidential treatment of such information may
be requested. Any request for confidential treatment must comply
with the requirements of the Board’s “Rules Regarding Availability
of Information” (the “Board’s Rules”), 12 CFR Part 261.
The request for confidential treatment must be submitted in writing concurrently with the filing of the application (or subsequent
related submission), and must discuss in detail the justification
for confidential treatment. Such justification must be provided for
each portion of the application or submission for which confidential
treatment is requested. Applicant’s reasons for requesting confidentiality must specifically describe the harm that would result
from public release of the information. A statement simply indicating that the information would result in competitive harm or that
it is personal in nature is not sufficient. (A claim that disclosure
would violate the law or policy of a foreign country is not, in and of
itself, sufficient to exempt information from disclosure. Applicant
must demonstrate that disclosure would fall within the scope of
one or more of the FOIA exemptions from disclosure.) Applicant
must follow the steps outlined immediately below, and certify in
the application that these steps have been followed. These same
steps must be followed with respect to any subsequent submission related to this application for which confidential treatment is
sought.
Information for which confidential treatment is requested should
be: (1) specifically identified in the public portion of the application
(by reference to the confidential section); (2) separately bound;
and (3) labeled “CONFIDENTIAL.”
This application requires the submission of information to the Fed-

FR Y– 3F
Page 5

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
eral Reserve regarding individuals. The submission of information
on individuals can raise privacy concerns. Some of the details
provided may be highly sensitive. Under limited circumstances,
the information may be subject to withholding from public disclosure under the FOIA.
Applicant ultimately is responsible for taking appropriate measures to safeguard the confidentiality of information it provides to
the Federal Reserve, including details regarding individuals.1 The
Federal Reserve expects Applicant to ensure that it has the legal
authority to provide information regarding individuals to the Federal Reserve Board and, on behalf of each individual, to consent
or object to public release of the information.
Accordingly, Applicant must confirm (on the cover sheet to this
filing) that Applicant has the authority (a) to provide information
regarding individuals to the Federal Reserve, and (b) on behalf of
each individual, to consent or object to public release of information regarding that individual. The Federal Reserve will assume,
in the absence of a request for confidential treatment submitted
in accordance with the Board’s Rules that the Applicant and individual consent to public release of all details in the application and
in any related submissions containing information concerning that
individual.

The formal questions in the application are not intended to limit
Applicant’s presentation. Applicant bears the full burden for presenting and documenting a case to meet the statutory criteria for
approval. Supporting information for any or all factors, setting forth
the basis for Applicant’s judgment, may accompany the application.

Compliance
The Board expects Applicant to comply with all representations
and commitments made in this application. Applicant should
immediately contact the Federal Reserve if there is any material
change in the information contained in the application prior to consummation.

Requested Information
I. Proposed Transaction
Item 1
Provide the following with respect to the Bank/Bank Holding Company to be acquired:
1. Total number of shares of each class of stock outstanding;

The Federal Reserve will determine whether information submitted
as confidential will be so regarded, and will advise Applicant of any
decision to make available to the public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that, without prior
notice to Applicant, the Board may disclose or comment on any of
the contents of the application in the Order or Statement issued by
the Board in connection with its decision on the application. The
Board’s staff normally will apprise Applicant in the course of the
review process that such information may need to be disclosed in
connection with the Board’s action on the application.
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 specifically addresses requests for confidential treatment.

Newly Chartered Bank
If a proposed new operating bank or charter conversion is involved,
Applicant should contact the appropriate Reserve Bank before the
review process for the charter and deposit insurance of the proposed new or converted bank begins to determine the appropriate
time(s) when the related Federal Reserve application(s) should be
filed, and to discuss the informational requirements for the specific
proposal. Applicants are encouraged to remain in contact with the
appropriate Reserve Bank during the review process.

Supporting Information

2. Number of shares of each class now owned or under option by
Applicant, by subsidiaries of Applicant, by principals1 of Applicant,
by trustees for the benefit of Applicant, its subsidiaries, shareholders, and employees as a class, or by an escrow arrangement instituted by Applicant;
3. Number of shares of each class to be acquired by cash purchase,
the amount to be paid, per share and in total, and the source of
funds to be applied to the purchase;
4. Number of shares of each class to be acquired by exchange of
stock, the exchange ratio, and the number and description of
each class of Applicant’s shares to be exchanged;
5. A brief description of any unusual contractual terms, emphasizing those terms not disclosed elsewhere in the application. Also,
provide the expiration dates of any contractual arrangement
between the parties involved in this application; and
6. Describe briefly the due diligence review conducted on the target
1. The term principal as used herein means any individual or corporation
that (1) owns or controls, directly or indirectly, individually or as a member of a group acting in concert, 10 percent or more of the outstanding shares of any class; (2) is a director, trustee, partner, or executive
officer; or (3) with or without ownership interest, participates, or has the
authority to participate in major policy-making functions, whether or not
the individual has an official title or is serving without compensation. If
Applicant believes that any such individual should not be regarded as
a principal, Applicant should so indicate and give reasons.

FR Y– 3F
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Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
company by Applicant. Indicate the scope of and the resources committed to the review, explain any adverse findings, and
describe the corrective action(s) to be taken to address those
deficiencies. As an alternative to developing the foregoing information, provide a copy of the purchase, operating or other agreements associated with the proposed transaction.
Item 2
Discuss any material change in the financial condition of Bank/Bank
Holding Company since the most recent examination/inspection.
Indicate the amount of any dividend payment by Bank/Bank Holding Company since the date of the most recent report of condition
and report of income and dividends. Also, indicate the amount of
any Bank/Bank Holding Company dividends that are planned prior
to consummation. For applications filed pursuant to section 3(a)(1)
of the BHC Act, provide for Bank a copy of all schedules from the
most recent report of condition and report of income and dividends
as filed with a Federal supervisory authority.
Item 3
1. For applications filed pursuant to section 3(a)(1) of the BHC Act,
which concerns initial acquisition of bank shares or assets, provide for Applicant and Bank a list of principals (including changes
or additions to this list to reflect consummation of the transaction), providing information with respect to each as follows:

and the Bank/Bank Holding Company which will result from the
proposal. For any existing or proposed principal of Applicant or
Bank/Bank Holding Company that is also a principal of any other
U.S. depository institution or depository institution holding company, provide the following information:
a. Name, address, and title or position with Applicant, Bank/
Bank Holding Company, and the other U.S. depository institution or depository institution holding company (give name and
location of the other U.S. depository institution or depository
institution holding company);
b. Principal occupation if other than with Applicant or Bank/Bank
Holding Company; and
c. Percentage of direct or indirect ownership held in the other U.S.
depository institution or depository institution holding company
if such ownership represents 10 percent or more of any class
of shares. (Information that has been collected or updated
within the past 12 months may be substituted, unless Applicant has reason to believe that such information is incorrect.)

II. Operations, Structure, and Ownership of
Applicant
Item 4
1. For a foreign organization seeking initial entry:

a. Name and address (City and State/Country). If the principal’s
country of citizenship is different from his or her country of
residence, then state the country of citizenship;
b. Title or positions with Applicant and Bank

a. Discuss whether Applicant engages directly in the business
of banking outside the United States. In this regard, Applicant
should address whether it engages directly in banking activities usual in connection with the business of banking in the
countries in which it is organized or operating.

c. Principal occupation if other than with Applicant or Bank; and
d. Percentage of direct or indirect ownership, if such ownership
represents 10 percent or more of any class of shares, or positions held in any other U.S. depository institution or depository institution holding company.2 Give the name and location
of such other U.S. depository institution or depository institution holding company. (Information that has been collected
or updated within the past 12 months may be submitted,
unless Applicant has reason to believe that such information
is incorrect.)
2. For application filed pursuant to sections 3(a)(3), which concerns
subsequent acquisition of bank shares, or 3(a)(5) of the BHC Act,
which concerns bank holding company mergers, list any changes in management or other principal relationships for Applicant

2. For purposes of the application, a depository institution is defined as
a commercial bank (including a private bank), a savings bank, a trust
company, a savings and loan association, a homestead association, a
cooperative bank, an industrial bank, or a credit union.

b. Provide a brief history of Applicant, including ranking by asset
size in the home country.
c. Provide a brief summary of Applicant’s experience in international banking. The discussion should include a general
description of the volume and character of Applicant’s current
international business and the location, number, and asset
size of direct offices overseas.
d. Provide an organization chart for Applicant and its ultimate
parent, if any, showing all subsidiaries of Applicant and its ultimate parent.3

3. The ‘‘ultimate parent’’ of a foreign bank is the parent of the foreign bank
that is not a subsidiary of any other company. A ‘‘subsidiary’’ is any
organization 25 percent or more of whose voting shares is directly or
indirectly owned, controlled, or held with the power to vote by a company, including a foreign bank or foreign banking organization, or any
organization that is otherwise controlled or capable of being controlled
by foreign bank or foreign banking organization.

FR Y– 3F
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Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
e. Provide the name, asset size, general activities, place of
incorporation, and ownership share held by Applicant for each
of Applicant’s direct and indirect subsidiaries that comprise
1 percent or more of the Applicant’s worldwide consolidated
assets.
f. List all persons (natural as well as legal) in the upstream
chain of ownership of Applicant who, directly or indirectly, own
5 percent or more of the voting shares of Applicant and its
ultimate parent, if any. Provide information concerning any
voting agreements or other mechanisms that exist among
shareholders for the exercise of control over Applicant or its
ultimate parent.
g. For the two individuals with the most senior decision-making
authority for any applicant foreign bank provide the biographical information requested in the Interagency Biographical and
Financial Report FR 2081c (the Financial Report need not be
provided). This information may be submitted in advance of
the application.
h. Provide for Applicant and Bank/Bank Holding Company copies of their most recent quarterly and annual reports prepared
for shareholders.
2. For a foreign organization that has previously been approved to
acquire a U.S. bank or to establish a U.S. branch or agency:
a. Provide current information on the foreign bank’s ranking by
asset size in the home country.
b. Provide current information regarding all persons (natural as
well as legal) in the upstream chain of ownership of Applicant
who, directly or indirectly, own 5 percent or more of the voting
shares of the foreign bank and its ultimate parent, if any. Provide information concerning any voting agreements or other
mechanisms that exist among shareholders for the exercise
of control over the foreign bank or its ultimate parent(s).
Item 5
1. for a foreign organization seeking initial entry: Describe the
methods used by Applicant to monitor and control its operations,
including those of its domestic and foreign subsidiaries and offices (e.g., through internal reports and internal audits). Note the
scope and frequency of those methods and whether the methods are subject to review by external auditors and/or the home
country supervisor. Also, state whether audit results are shared
with the home country supervisor and/or Applicant’s external
auditors.
2. For a foreign organization that has previously been approved to
acquire a U.S. bank or to establish a U.S. branch or agency:

Confirm (or modify as appropriate) that there have been no material
changes in the methods used by the foreign bank to monitor and control its operations, including those of its domestic and foreign subsidiaries, since the Federal Reserve’s most recent determination
that the foreign bank is subject to comprehensive consolidated
supervision.

III. Financial and Managerial Information
The financial statements should be stated in the local currency of
the country in which the head office of Applicant is located. The
financial statements may also be stated in U.S. dollars, but conversion to U.S. dollars is not required. The statements should be
prepared in accordance with local accounting practices; however,
an explanation of the accounting terminology and the major features
of the accounting standards used in the preparation of the financial
statements must be provided. This explanation should include a disussion of the following practices and any other material practices as
determined by the Applicant:
• The accounting principles used for consolidation of investments
on a line-by-line basis in the preparation of the financial statements. Comments should address the method and/or criteria
by which the majorityowned companies are consolidated on a
line-by-line basis, and the basis for carrying value and manner of income recognition of any majority-owned subsidiaries
that are not consolidated on a line-by-line basis. The method of
valuation of the investments in which Applicant owns between
20 percent and 50 percent, i.e., historical cost, net asset value
(book value), market value, or appraised value, and the manner
of the recognition of income should be included.
• The accounting practices used in the valuation, e.g., historical
cost, net asset value (book value), market value, or appraised
value, of short-term investments, long-term investments, and
fixed assets. Comments should disclose the manner of the
recognition of increases and/or decreases in the value of the
assets.
• The recording of guarantees, letters of credit, contingencies,
leases, pension obligations, and other similar accounts on the
books of Applicant. The explanation should indicate whether
such accounts are carried as assets and/or liabilities on Applicant’s financial statements, are disclosed as footnotes to the
financial statements, or are undisclosed.
• The method utilized in translating foreign currency transactions and foreign currency financial statements with respect to
current assets, long-term investments, fixed assets, long-term
debt, and forward exchange contracts. The discussion should
also include the method of recognition of any gains or losses
resulting from such translation and the effect of the translation
upon the recognition of revenue and expense and the determination of net income.

FR Y– 3F
Page 8

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
• The method by which interest revenue and interest expenses
are recorded on the books of Applicant.

should be presented for Applicant’s consolidated organization
and, if available, should include, but need not be limited to, the
following (Applicant should provide definitions of the terms.):

Item 6
Provide the following for each Applicant:
1. Parent-only and consolidated balance sheets showing separately
each principal group of assets, liabilities and capital accounts as
of the end of the most recent fiscal quarter and the two (2) most
recent fiscal yearends; debit and credit adjustments (explained
by footnotes) reflecting the proposed transaction; and the resulting pro forma balance sheet.
NOTE: Goodwill and all other intangible assets should be set out
separately on the balance sheet according to type of intangible.
Also indicate the amortization period for any amortizable intangible asset on the balance sheet.
2. If the Applicant and any parent foreign bank are from countries
subscribing to the Basel Accord, provide, on a consolidated
basis, a breakdown of each organization’s risk-weighted assets
as of the end of the most recent fiscal quarter, showing each principal group of on- and off-balance sheet assets and the relevant
risk weights. Also, identify the components of tier 1 and tier 2
capital under the Basel risk-based capital guidelines and provide
calculations of the ratios of tier 1 and total capital to risk-weighted
assets for the Applicant and any parent foreign bank. Provide the
amount, maturity, and a brief description of debt instruments and
indicate which instruments qualify under the Basel risk-based
capital guidelines as tier 2 capital for each organization. If the
home country capital standards of the Applicant or any parent
foreign bank differ from that established under the Basel Accord,
provide information concerning the capital standard applied in
the home country of the Applicant and any parent foreign bank,
as well as information sufficient to evaluate each organization’s
capital position adjusted as appropriate for accounting and structural differences. Further, provide, to the extent possible, information comparable to the Basel format.
3. Proforma calculations of the ratios of tier 1 and total capital to
risk-weighted assets for the Applicant and any parent foreign
bank.
4. Income statements, parent-only and consolidated, showing separately each principal source of revenue and expense, through
the end of the most recent fiscal quarter and for the past two (2)
fiscal years.

a. Asset classifications or assessments made by foreign banking authorities;
b. Delinquencies;
c. Non-accrual loans;
d. Assets acquired in satisfaction of debts previously contracted;
e. Loans with reduced interest charges; and
f. Foregone interest income on non-accrual and reduced interest
loans.
7. Total reserves available to cover credit-related losses for
the end of the most recent quarter end and the two most
recent fiscal year ends. The total reserve amounts should be
broken down into ‘‘specific’’ ‘‘general,’’ and/or other relevant categories.

IV. Home Country Supervision
In order to approve an application by a foreign bank to become
a bank holding company, the Board must determine that the
Applicant and any parent foreign bank are each subject to comprehensive supervision or regulation on a consolidated basis by
the appropriate authorities in the home country of each bank. The
Board considers this standard met if the foreign bank’s home country supervisor receives sufficient information on the foreign bank’s
worldwide operations (including the bank’s relationships to any
affiliates) to assess the foreign bank’s overall financial condition
and compliance with law and regulation. In making such a determination, the Board assesses, among other factors, the extent to
which the home country supervisor:
• ensures that the foreign bank has adequate procedures for
monitoring and controlling its activities worldwide;
• obtains information on the condition of the foreign bank and
its subsidiaries and offices outside the home country through
regular reports of examination, audit reports, or otherwise;
• obtains information on the dealings and relationship between
the foreign bank and its affiliates, both foreign and domestic;

5. Material changes between the date of the balance sheets and
the date of the application should be disclosed. If there are no
material changes, a statement to that effect should be made.

• receives from the foreign bank financial reports that are consolidated on a worldwide basis, or comparable information that
permits analysis of the foreign bank’s financial condition on a
worldwide, consolidated basis; and

6. Current information that will enable the Board to make a judgment as to the quality of Applicant’s assets. The information

• evaluates prudential standards, such as capital adequacy and
risk asset exposure, on a worldwide basis.

FR Y– 3F
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Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
Item 7
1. For a foreign organization seeking initial entry: Describe the bank
regulatory system that exists in the home country of Applicant
and, if different, the home country of any foreign bank in the ownership chain.4
The response should identify Applicant’s primary home country
supervisor and the major laws governing Applicant’s operations
and activities. The description also should include a discussion
of each of the following:
a. The scope and frequency of on-site examinations by the home
country supervisor. Describe the scope and frequency of onsite examinations, identifying the operational areas reviewed
and the general procedures used by the home country supervisor to evaluate asset quality and internal controls. Also, discuss the manner in which the home country supervisor monitors the condition and operations of Applicant’s subsidiaries
and foreign offices.
b. Off-site monitoring by the home country supervisor. Discuss
the general type and frequency of filing of regulatory and
financial reports submitted by Applicant to the home country
supervisor. Specify whether the reports contain information
on the domestic and foreign subsidiaries of Applicant and,
if so, whether this information is provided on a consolidated
basis or for each entity separately.
c. The role of external auditors. Discuss the general frequency,
nature, and scope of review of Applicant (including subsidiaries and foreign offices) performed by external auditors, particularly with respect to the review of asset quality and internal
controls. Discuss whether the home country supervisor sets
standards for such reviews and the manner (if at all) by which
the external audit results are communicated to the home
country supervisor. Include a brief discussion of the general
standards or requirements that apply to the external auditors
themselves.
d. Transactions with Affiliates. Indicate whether (and, if so, discuss how) the home country supervisor regulates and moni4. If the Federal Reserve has previously determined that another bank
from Applicant’s home country is subject to comprehensive consolidated supervision, Applicant may request a copy of the previous application from the Federal Reserve under the Freedom of Information Act.
After reviewing the record in the previous application, Applicant may
make a statement that it is subject to the same supervisory regime as
the foreign bank previously considered by the Federal Reserve, rather
than responding to each subpart of this Item. In addition, Applicant
should confirm that there have been no material changes in the manner in which Applicant is supervised and regulated by its home country supervisor(s) since that previous application or, if material changes
have occurred, Applicant should describe such changes.

tors Applicant’s transactions with its affiliates (e.g., through
reporting requirements, lending limits, or other restrictions).
Define the home country’s definition of ‘‘affiliate’’ for this purpose (if different from the Federal Reserve’s definition5), and
specify whether any such restrictions apply to ‘‘upstream,’’
‘‘downstream,’’ or ‘‘sister’’ affiliates.
e. Other Applicable Prudential Requirements. To the extent not
previously addressed, describe any prudential limitations
(e.g., with respect to capital adequacy, asset classification
and provisioning, single or aggregate credit and foreign currency exposure limits, and liquidity) that are imposed on the
operations of Applicant. Describe the methods used by the
home country supervisor to monitor compliance with these
limitations.
f. Remedial Authority of the Home Country Supervisor. Describe
the general methods available to the home country supervisor
to enforce Applicant’s compliance with prudential controls and
other supervisory or regulatory requirements.
g Prior approval requirements. Indicate whether prior approval
of the home country supervisor is needed for Applicant to
make investments in other companies, or generally to establish overseas offices. Indicate the type of information the home
country supervisor reviews in making its determination.
2. For a foreign organization that has previously been approved to
acquire a U.S. bank or to establish a U.S. branch or agency:
Provide the date of the Federal Reserve’s most recent determination that the foreign bank is subject to comprehensive consolidated
supervision. Confirm (or modify as appropriate) that there have
been no material changes in the manner in which the foreign organization, including any parent holding companies, is supervised
and regulated by its home country supervisor(s) since that time.
Item 8
Indicate what other home country regulatory authorities, if any,
in addition to the primary home country supervisor, supervise
subsidiaries or particular activities of Applicant. Briefly describe
the financial and/or examination requirements, including the general scope and frequency of on-site examinations, if any, of each
such regulatory authority. Also, discuss whether such regulatory
authorities exchange information with the primary home country
supervisor, including financial or other supervisory information.

5. An ‘‘affiliate’’ of a foreign bank or of a parent of a foreign bank is any
company that controls, or is controlled by, or is under common control
with, the foreign bank or the parent of the foreign bank.

FR Y– 3F
Page 10

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
V. Anti-Money Laundering and Other
Related Measures

laundering policies and procedures, since the Federal Reserve’s
most recent review of such matters.

Item 9

VI. Competition

1 For a foreign organization seeking initial entry:
a. Describe any home country laws or regulations that are
designed to deter or prohibit money laundering, terrorist
financing, or other illicit activities. Also, describe the requirements that Applicant’s (and any foreign bank parent’s) home
country supervisor imposes on banks for the detection and
prevention of money laundering, terrorist financing, and other
illicit activities, and the reporting of suspicious transactions.
b. Discuss the actions taken by Applicant (and any foreign bank
parent) to ensure that the bank and its offices and subsidiaries have implemented sufficient safeguards to prevent such
operations from being used for purposes of money laundering, terrorist financing, or other illicit activities. The response
should describe:
i. the policies and procedures implemented with respect to
anti-money laundering policies and measures, including
any customer due diligence, recordkeeping, and cash and/
or suspicious transaction reporting requirements;
ii. the steps taken to ensure compliance with these policies
and procedures (including the nature and frequency of
employee training and compliance monitoring by internal
auditors); and
iii. the extent to which these policies and procedures are subject to independent external audit and examination by the
home country supervisor.
The response should indicate whether the financial institution-specific recommendations of the Financial Action Task Force (‘‘FATF’’)
have been implemented throughout the organization.6 The response
also should confirm (or modify as appropriate) that the anti-money
laundering and counter-terrorist financing policies and procedures
would be implemented at BANK.

If the subject transaction is a bank holding company formation
involving only one bank or an application filed pursuant to section 3(a)(3) or 3(a)(5) of the BHC Act to acquire a de novo bank,
a response to items 10 and 11 is not required. Otherwise, Applicant should contact the appropriate Reserve Bank to determine
whether a response to items 10 and 11 will be necessary. If a
response is required, Applicant should obtain a preliminary definition of the relevant banking markets from the appropriate Reserve
Bank. If Applicant disagrees with the Reserve Bank’s preliminary
definition of the banking market(s), it may in addition to supplying the information requested on the basis of the Reserve Bank’s
definition of the banking market(s), include its own definition of the
banking market(s), with supportive data, and answer the questions
based on its definition. If later analysis leads Federal Reserve
staff to alter the preliminary definition provided, Applicant will be
so informed.
Item 10
Discuss the effects of the proposed transaction on competition
considering the structural criteria specified in the Board’s Rules
Regarding Delegation of Authority (section 265.11c(11)(v)). Applicant may be required to provide additional information if Federal
Reserve staff determines that the proposal exceeds existing competitive guidelines. Also, if divestiture of all or any portion of any
bank or nonbanking company constitutes part of the proposal, discuss in detail the specifics and timing of such divestiture.
Item 11
If the proposal involves the acquisition of nonbank operations
under section 4(c)(8) of the Bank Holding Company Act, a Form
FR Y-4 should be submitted in connection with FR Y-3F filing.
At a minimum, the information related to the nonbank operations
should include the following:
1. A description of the proposed activity(ies);

2. For a foreign organization that has previously been approved to
acquire a U.S. bank or to establish a U.S. branch or agency:

2. The name and location of Applicant’s and Bank’s direct or indirect subsidiaries that engage in the proposed activity(ies);

Indicate whether there have been any material changes in either the
anti-money laundering laws and regulations of the home country of
the foreign bank or of Applicant or in the foreign bank’s anti-money

3. Identification of the geographic and product markets in which
competition would be affected by the proposal;

6. These recommendations can be obtained from the following website:
http://www.oecd.org/fatf/index.htm.

4. A description of the effect of the proposal on the competition in
the relevant markets; and 5. A list of major competitors in each
affected market. In addition, the applicant should identify any
other nonbank operations to be acquired, with brief descriptions
of the activities provided.

FR Y– 3F
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Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
5. A list of major competitors in each affected market.
In addition, Applicant should identify any other nonbank operations
to be acquired, with brief descriptions of the activities provided.

VII. Convenience and Needs
Item 12
In an application in which any principal of Applicant or Bank/Bank
Holding Company is also a principal of any other insured U.S.
depository institution or depository institution holding company,
give the name and location of each office of such other institution that is located within the relevant banking market of Bank/
Bank Holding Company, and give the approximate road miles by
the most accessible and traveled route between those offices and
each of the offices of Bank/Bank Holding Company.
Item 13
1. Describe how the proposal will meet the convenience and needs
of the target Bank’s community(ies). List any significant changes
in services or products that will result from the consummation of
the transaction. If any services or products will be discontinued,
describe and explain the reasons.
2. Discuss the programs, products, and activities of the depository
subsidiaries of the Applicant or the target Bank that will meet
the existing or anticipated needs of its community(ies) under the
applicable criteria of the Community Reinvestment Act (CRA)
regulation, including the needs of low- and moderate income
geographies and individuals. For a subsidiary of the Applicant or
Target Bank that has received a CRA composite rating of ‘‘needs
to improve’’ or ‘‘substantial noncompliance’’ institution-wide or,
where applicable, in a state or multi-state MSA, or has received
an evaluation of less that satisfactory performance in an MSA
or in the non-MSA portion of a state in which the applicant is
expanding as a result of the transaction, describe the specific
actions, if any, that have been taken to address the deficiencies
in the institution’s CRA performance record since the rating.

secrecy laws or other impediments that would restrict the ability
of Applicant or its ultimate parent, if any, from providing information on the operations or activities of Applicant and any of its affiliates that the Board deems necessary to determine and enforce
compliance with the International Banking Act, the BHCA, and
other applicable federal laws. If any material impediments exist,
discuss the manner in which Applicant and its ultimate parent, if
any, propose to provide the Board with adequate assurances of
access to information.
2. For a foreign organization that has previously been approved to
acquire a U.S. bank or to establish a U.S. branch or agency:
Indicate whether there have been any changes to the list of jurisdictions in which foreign bank has material operations since such
information was previously provided to the Federal Reserve. For
any additional such jurisdiction, describe any secrecy laws or other
impediments that would restrict the ability of Applicant or its ultimate
parent, if any, to provide information on the operations or activities
of Applicant and any of its affiliates that the Federal Reserve deems
necessary to determine and enforce compliance with the International Banking Act, the BHCA, and other applicable federal laws. If
such impediments exist, discuss the manner in which Applicant and
its ultimate parent, if any, propose to provide the Federal Reserve
with adequate assurance of access to such information.
Item 15
State whether Applicant(s), upon consummation of the subject
proposal, would be a qualifying foreign banking organization as
defined in Section 211.23(a) of Regulation K, and provide the
necessary information to support such a determination. In tiered
organizations, if a foreign bank Applicant meets the requirements
of section 211.23(a) but the ultimate parent Applicant does not,
then indicate whether the ultimate parent Applicant would satisfy
the requirements set forth in section 211.23(c) of Regulation K, and
provide the necessary information to support that determination.
To the extent the information requested in this item has been provided in other report forms (FR Y-7) filed with the Federal Reserve,
Applicant(s) may include such information by reference to those
filings.

VIII. Other Matters
Item 16
Item 14
1. For a foreign organization seeking initial entry: List all jurisdictions (in addition to the home country) in which Applicant has
material operations.7 For each such jurisdiction, describe any
7. Material operations exist in any jurisdiction in which the direct and indirect activities in that jurisdiction, in the aggregate, account for 5 percent or more of the consolidated, worldwide assets of the foreign bank
or its ultimate parent.

If Applicant’s home country maintains capital export controls, discuss in detail the limitations such controls would place on Applicant’s ability to serve as a source of strength for its United States
banking interests.
Item 17
If Applicant itself, or any company (banking and nonbanking) in
which it will have direct or indirect ownership or control of more

FR Y– 3F
Page 12

Instructions for Preparation of FR Y-3F Application for a Foreign Organization to
Aquire a U.S. Bank or Bank Holding Company - Continued
than 5 percent of the voting shares, will engage directly or indirectly at the time of consummation of this proposal in any nonbanking activities in the United States, provide the following:
1. Name, location, and a detailed description of all the activities for
each company (or Applicant itself);
2. The state(s) or geographical areas in which each nonbanking
activity will be performed; and
3. The specific section and paragraph of the Act or of Regulation
K or Regulation Y that Applicant believes provides authority for
acquisition or retention of each U.S. nonbanking activity and
a description that demonstrates that each activity will be conducted consistent with the Board’s regulations and related interpretations. If Applicant has relied on the nonbanking exemptions
afforded by Section 2(h) and 4(c)(9) of the Act (as implemented
by Section 211.23 of Regulation K) for certain activities, provide
the necessary information to support such a determination To the
extent the information requested Item 17 has been provided to
the Federal Reserve in other report forms (Form FR Y-7 or FR
Y-10F), Applicant may include such information by reference to
those filings.

2. Consent To Jurisdiction. Each of [name of applicant] (‘‘Bank’’), a
bank organized under the laws of [home country], and [name of
ultimate parent] (‘‘Parent’’), a [company/bank] organized under
the laws of [home country], consents to the jurisdiction of the
federal courts of the United States and of all United States governmental agencies, departments and divisions for purposes of
any and all claims made by, proceedings initiated by, or obligations to, the United States, the Board of Governors of the Federal
Reserve System (‘‘Board’’), and any other United States governmental agency, department or division, in any matter arising
under U.S. Banking Law.9
Each of Bank and Parent designates [name and address] as its
registered agent to receive service of process on Bank or Parent in connection with such action. Bank and Parent agree to
maintain a registered agent in the United States and to notify the
Board of any change in the designated registered agent. Bank
and Parent agree that this commitment is deemed to be a condition imposed in writing in connection with the Board’s findings
and decision on (insert information describing the application)
and, as such, may be enforced in proceedings under applicable
law.

Item 18
Applicant and its ultimate parent, if any, should provide (jointly or
separately) the following commitments (including all footnotes)
through an officer that is authorized to bind the entity making the
commitment.
1. Assurances Commitment. Each of [name of applicant] (‘‘Bank’’),
a bank organized under the laws of [home country], and [name
of ultimate parent] (‘‘Parent’’), a [company/bank] organized under
the laws of [home country], will make available to the Board of
Governors of the Federal Reserve System (‘‘Board’’) such information on the operations of Bank and any affiliate8 of Bank that
the Board deems necessary to determine and enforce compliance with the Bank Holding Company Act, the International
Banking Act, and other applicable federal law, provided that if the
disclosure of such information is prohibited by law or otherwise,
Bank and Parent will cooperate with the Board including, without limitation, by seeking to obtain timely waivers of or exemptions from any applicable confidentiality or secrecy restrictions
or requirements in order to enable Bank or Parent to make any
such information available to the Board.
Bank and Parent agree that this commitment is deemed to be
a condition imposed in writing in connection with the Board’s
findings and decision on (insert information describing the application) and, as such, may be enforced in proceedings under
applicable law.

9. For purposes of this commitment, ‘‘U.S. Banking Law’’ means:
a. all federal and state statutes, rules, and regulations that the Board,
the Office of the Comptroller of the Currency (the ‘‘OCC’’), the
Federal Deposit Insurance Corporation (the ‘‘FDIC’’), or any other
federal banking agency or department (individually, a ‘‘Federal
Banking Authority’’ and collectively, the ‘‘Federal Banking Authorities’’) administers or for which such Federal Banking Authority has
rulemaking or enforcement authority, including without limitation,
all provisions of Title 12, United States Code, as from time to time
may be applicable to [Bank], its subsidiaries and affiliates, and any
institution-affiliated party (as defined in section 3(u) of the Federal
Deposit Insurance Act (an ‘‘IAP’’)) of each thereof;
b. all federal criminal laws of which violation(s) arise(s):
i.from the applicability of any provision of a U.S. Banking Law, or
ii. under Section 1001 of Title 18 of the United States Code as it
relates to information, statements, omissions, writings, or reports
to a Federal Banking Authority, or
iii. under Sections 1004 through 1007 of Title 18 of the United States
Code, or any other provisions of Title 18 of the United States Code
applicable to the ownership, control, operations or activities of a
bank, bank holding company, or subsidiary thereof, to the operations or activities of a foreign bank or a branch or agency of a foreign bank, or to the activities of any IAP with respect to such bank,
bank holding company, or subsidiary, or branch or agency, or
iv. the Bank Secrecy Act, or the Currency and Foreign Transactions
Reporting Act; and,
c. any order issued or written agreement entered into by any Federal
Banking Authority or an administrative law judge acting under authority delegated by any Federal Banking Authority or federal court of
competent jurisdiction pursuant to a U.S. Banking Law against or
with one or more of [Bank or Parent], any subsidiary or affiliate, any
IAP, or any branch or agency.