Annual Report of Foreign Banking Organizations

Board of Governors of the Federal Reserve System

Instructions for Preparation of

Annual Report of Foreign Banking Organizations

Reporting Form FR Y-7

INSTRUCTIONS FOR PREPARATION OF

Annual Report of Foreign Banking
Organizations
FR Y-7

GENERAL INSTRUCTIONS

Who Must Report
A Foreign Banking Organization (FBO) is required to file
this report (termed a Reporter for purposes of the FR
Y-7) unless the FBO does not meet the requirements of
and is not treated as a qualifying FBO under Section 211.23 of Regulation K.1 Note, however, that a FBO
that is a FR Y-7 Reporter must report in Report Item 2,
the Organization Chart, of the Annual Report of Holding
Companies (FR Y-6) any interests the FBO holds through
a bank holding company (BHC) or U.S. intermediate
holding company (IHC) organized under U.S. law. (See
the instructions for the FR Y-6 for additional information.)
In the case of multi-tiered FBOs that are direct or indirect
subsidiaries of another FBO, the reporting requirements
of the FR Y-7 can be satisfied by submitting the required
information as part of the FR Y-7 submission of the
top-tier FBO. In such a unified submission, subsidiary
FBOs need not provide responses to Report Items 1 and 2
if those responses would duplicate information provided
by the top-tier FBO. The top-tier FBO and each subsidiary FBO must provide a response to Report Item 3. In
addition, subsidiary FBOs included within the tiered
report need not provide a separate response to Report
Item 4 unless the subsidiary FBO claims the limited
exemption pursuant to Section 211.23(c) of Regulation K
(12 CFR 211.23(c)).
Additional copies of this form and instructions may be
obtained from the Federal Reserve Bank in the district
where the Reporter submits its FR Y-7 report or may be
1. A FBO that does not meet the requirements and is not treated as a
qualifying FBO must file the Annual Report of Holding Companies
(FR Y-6) instead of the FR Y-7.
FR Y-7
General Instructions December 2016

found on the Federal Reserve Board’s public website
(www.federalreserve.gov).

Where and When to Submit the
Report
The original and number of copies of the completed
report required by the Federal Reserve Bank should
be filed with the appropriate Federal Reserve Bank
(see the Report of Changes in Organizational Structure
(FR Y-10) Glossary). All copies must include the required
attachments.
All reports shall be made out clearly and legibly, submitted in typewritten form or in ink. Reports completed in
pencil will not be accepted.
The FR Y-7 is required to be submitted no later than four
months after the Reporter’s fiscal year end. If this
deadline cannot be met, the Reporter must advise the
appropriate Federal Reserve Bank as soon as possible,
and normally not later than 30 calendar days before the
deadline, and request an extension, stating the reason for
the request and the date on which the information will be
filed. As a general rule, extensions beyond 30 calendar
days will not be granted. The Reporter will be advised
before the deadline as to whether an extension will be
granted. As part of the consideration of the extension
request, the Federal Reserve Bank may require the
submission of draft information and a commitment as to
when the final information will be submitted.
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 mailed
first class and postmarked no later than the third calendar
day preceding the submission deadline. In the absence of
a postmark, a Reporter whose completed FR Y-7 is
received late may be called upon to provide proof of
timely mailing. A “Certificate of Mailing” (U.S. Postal
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General Instructions

Service form 3817) may be used to provide such proof. If
an overnight delivery service is used, entry of the completed original report into the delivery system on the day
before the submission deadline will constitute timely
submission. In addition, the hand delivery of the completed original report on or before the submission deadline to the location to which the report would otherwise
be mailed is an acceptable alternative to mailing the
report.
Companies that are unable to obtain the required officials’ signatures on their completed original reports in
sufficient time to file these reports so that they are
received by the submission deadline should contact the
Federal Reserve Bank to which they mail their original
reports to arrange for the timely submission of their
report information and the subsequent filing of their
signed reports.
If the submission deadline falls on a weekend (Saturday
or Sunday) or holiday, the report must be received by
5:00 P.M. on the first business day after the weekend or
holiday. Any report received after 5:00 P.M. on the first
business day after the weekend or holiday deadline will
be considered late unless it has been postmarked three
calendar days prior to the original weekend or holiday
submission deadline (original deadline), or the institution
has a record of sending the report by overnight service
one day prior to the original deadline.

How to Prepare the Report
A. Basis of Reporting Financial
Information
If the Reporter prepares consolidated financial statements
for any purpose (including, without limitation, published
financial statements, or financial statements to any other
banking supervisor), the financial statements provided in
the FR Y-7 must also be reported on a consolidated basis
unless otherwise instructed in this report.

B. Substitution of Information
When strictly complying with specific requirements in
the report involves undue burden or expense, the Board
may, upon receipt of a written request submitted through
the appropriate Federal Reserve Bank, normally at least
30 calendar days before the filing date of the report,
permit the substitution of appropriate information.
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C. Confidentiality
Once submitted, an FR Y-7 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 priviledged 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-7 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-7 that these
steps have been followed.
This report requires the submission of information regarding individuals. The submission of information on individuals can raise privacy concerns, especially when
reporters provide more details on individuals than is
required to be submitted. The report items regarding
individuals are narrowly tailored to minimize these concerns. The Reporter is responsible for ensuring that the
information provided on individuals is limited to that
which is requested in the relevant report items. Personal
home addresses of securities holders are considered
and will be treated as confidential. Therefore, a
Reporter does not need to file a request for confidential treatment of this information.
The Reporter must take appropriate measures to safeguard the confidentiality of information provided to the
Federal Reserve, including details regarding individuals.
The Reporter must confirm (on page 1 of this report) that
the Reporter 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
FR Y-7
General Instructions December 2016

General Instructions

for confidential treatment submitted in accordance with
the Board’s “Rules Regarding Availability of Information,” 12 CFR Part 261, that the Reporter and individual consent to public release of all details in the
report concerning that individual.

ment 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 filed
on a previous FR Y-7 report or as otherwise provided to
the Board.

Reporters requesting confidential treatment of information are hereby advised that Board policy, particularly in
those instances in which an FBO owns a U.S. bank
subsidiary, strongly favors disclosure of the names and
the number and percentage of voting securities provided
in response to Report Item 3 that pertain to shareholders
who control 10 percent or more of any class of voting
shares of a FBO, unless there is shown to be a welldefined present threat to the liberty or personal security
of individuals. This policy shall not preclude a Reporter
from raising any ground for confidential treatment of
such information that may be available under the FOIA.
Therefore, it is incumbent on Reporters to make a formal,
substantiated request for confidential treatment of any
portion of the report that they believe should be kept
confidential, and that includes (but is not limited to)
information on holders of voting securities.

Check Box

Reporters that seek confidential treatment for specific
report item responses to the FR Y-7 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-7. 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.2
Reporters must submit a request for confidential treat-

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 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.

D. Additional Information
The Federal Reserve System reserves the right to require
the filing of additional information if the information
submitted in the FR Y-7 report is not sufficient to
appraise the FBO’s ability to be a source of strength and
support to its U.S. banking operations, or to determine
that the FBO and its affiliates are in compliance with
applicable laws and regulations. The Reporter must
follow the steps outlined immediately above with respect
to any additional information for which it seeks confidential treatment.

E. Signatures
2. 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
FR Y-7
General Instructions December 2016

The FR Y-7 shall be signed by a duly authorized official
(see the FR Y-10 Glossary) of the Reporter. By signing
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General Instructions

page 1 of the FR Y-7 report form, the duly authorized
official acknowledges that any knowing and willful misrepresentation or omission of a material fact constitutes
fraud in the inducement and may subject the official to
legal sanctions provided by 18 U.S.C. §§ 1001 and 1007.

F. Amended Reports
The Federal Reserve may require the filing of an amended
FR Y-7 if the report as previously submitted contains
significant errors. In addition, a Reporter should file an
amended report when internal or external auditors make
audit adjustments that result in a restatement of financial
statements previously submitted to the Federal Reserve.
The Reporter must follow the steps outlined immediately
above with respect to any portion of an amended report
for which it seeks confidential treatment.

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G. Monitoring of Regulatory Reports
Federal Reserve Banks will monitor the filing of all
regulatory reports to ensure that they are filed in a timely
manner and are accurate and not misleading. Reporting
deadlines are detailed in the Where and When to Submit
the Report section of these general instructions. Additional
information on the monitoring procedures is available
from the Federal Reserve Banks.

H. FR Y-7 Glossary Terms
For the purposes of these reporting instructions please
refer to the FR Y-10 Glossary for all FR Y-7 glossary
terms.

FR Y-7
General Instructions December 2016

INSTRUCTIONS FOR PREPARATION OF

Report Item Instructions

Page 1

Do the financial statements consolidate all
material subsidiaries that are majorityowned financial companies?

Legal Entity Identifier (LEI):
The top-tier foreign banking organization (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. See the FR Y-10 Glossary for
definition of a “Legal Entity Identifier (LEI).”

Report Item 1: Financial Information
Regarding the Foreign Banking
Organization (FBO)

Yes

No

Do the financial statements reflect any
significant changes in accounting standards or policies used in preparing such
statements since the last filing of the
FRY-7?
Yes No
If yes, describe the changes in a note or attachment to the
financial statements.
Report Item 1(b) Annual Report to Shareholders

Submit financial statements and notes in English covering the Reporter’s two most recent fiscal years that
include or are equivalent to balance sheets and income
statements. If the Reporter prepares consolidated financial statements for any purpose (including without limitation, for published financial statements or submission
to any other banking supervisor), the financial statements
provided in the FR Y-7 must also be reported on a
consolidated basis, unless otherwise instructed in this
report.

Submit one copy of the most recent annual report prepared for shareholders for each FBO being reported,
accompanied by one copy of an English translation. The
Reporter must indicate on page 1 of the form (per
checkbox at lower left-hand corner) that an annual report
to shareholders: (a) is included with the FR Y-7 report,
(b) will be sent under separate cover, or (c) is not
prepared. An annual report is to be submitted to the
Federal Reserve only if such a report is created for
shareholders. The Reporter does not need to create an
annual report if such report is not normally created for
shareholders.

The financial statements should be stated in the local
currency of the country in which the head office of the
Reporter is located. They should be prepared in accordance with local accounting practices.

Report Item 2: Organization
Information for the FBO

Report Item 1(a) Financial Statements

If the financial statements have not been finalized by
the due date of this report, preliminary figures must be
provided. The Reporter must advise the appropriate
Federal Reserve Bank before the deadline. Finalized data
are due within 30 calendar days from the deadline date.
Also, respond to the following questions:
Have the financial statements been certified by an independent public accountant?
FR Y-7
Report Item Instructions December 2016

(circle one)
Yes

No

Report Item 2(a) Organization Chart
Submit an organization chart indicating the Reporter and
its interests in all entities defined below. The organization chart may be in a diagram or list format. It should
disclose:
(1) full legal names (use abbreviations only if part of the
legal name) use popular name for branches, agencies,
and representative offices;
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Report Item Instructions

(2) the Legal Entity Identifier (LEI) (if the entity already
has one)1
(3) physical address (i.e., city and state/country) of each
entity;
(4) country of incorporation for each entity: (Companies
that are incorporated or organized in the U.S. should
only report the state of incorporation. Companies that
are incorporated or organized outside the U.S. should
only report the country of incorporation. The state or
country of incorporation is required for all business
organization types. For instance, limited liability
companies should report the state or country in which
they file their articles of organization.)
(5) intercompany ownership and control relationships
(including an interest held by a Reporter in an entity
through more than one direct holder); and
(6) percentage ownership (of voting or nonvoting equity
or other interests) by each direct holder. For partnerships and limited liability companies, the specific
partner or member interest should be provided (i.e.,
general or limited partner, managing or nonmanaging member).
As described below, some entities not reportable on the
FR Y-10 are nevertheless reportable on the FR Y-7.
These entities may be reported on the FR Y-7 organization chart in a format convenient for the Reporter. For
example, a Reporter may provide a single organization
chart annotated to indicate entities reportable on the
FR Y-7 but not on the FR Y-10. As another option, a
Reporter may provide an organization chart covering
FR Y-10 reportable entities supplemented by a list of
entities reportable on the FR Y-7 but not on the FR Y-10.
If the Reporter in the aggregate controls shares of more
than one class of the entity’s voting shares, the Reporter
should report information for the class in which the
Reporter controls the highest percentage.
Entities reportable on the FR Y-10 and thus
reportable on the FR Y-7:
(1) The top-tier FBO itself and lower-tier FBOs;
1. The top-tier FBO (Reporter) must provide the LEI for itself and any
subsidiary reportable on the FR Y-7 if they already have one. If the
Reporter or any of its subsidiaries do not have a LEI, it is not required to
obtain one. See the FR Y-10 Glossary for definition of a “Legal Entity
Identifier (LEI).”

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(2) Branches, agencies, and representative offices that
are located in the United States, and any non-U.S.
branches that are managed by a U.S. branch or
agency of each FBO that is a foreign bank;
(3) A parent of the representative office when there are
no other reportable offices in the United States;
(4) A Banking Company, as defined in the FR Y-10
Glossary, in which a Reporter directly or indirectly in
the aggregate controls, owns, or holds more than
5 percent of any class of voting shares,2 or which the
Reporter otherwise directly or indirectly controls;3
(5) U.S. companies and non-U.S. companies directly or
indirectly engaged in business in the United States
other than BHCs, IHCs, U.S. banks, or FBOs (“nonbanking companies” as defined in the FR Y-10
Glossary) that the Reporter controls2 directly or
indirectly. This includes financial and other nonbanking subsidiaries of national or state banks;
(6) Specific merchant banking or insurance company
investments made by an affiliate of a financial holding company (FHC) are reportable if the FHC and its
affiliates on a combined basis acquired more than
5 percent of the voting shares, assets, or ownership
interests of a company engaged in a nonfinancial
activity at a cost that exceeds the lesser of 5 percent
of the parent FHC’s Tier 1 capital or $200 million;
(7) Any entity not mentioned above that is required to
file a regulatory financial report with the Federal
Reserve System; and
(8) Directly or indirectly held subsidiaries that are direct
or indirect holders of any of the above companies.

2. In general, a Reporter is considered to control all shares which it or
its subsidiaries have the power to vote, but not shares held in a fiduciary
capacity. However, shares held by a Reporter (or its subsidiary) as fiduciary are deemed controlled by the Reporter if the shares are held for the
benefit of employees, shareholders, members, or affiliates of the Reporter
or any Reporter subsidiary, or if the shares are of a BHC, IHC, 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 shares of the class into which the security is convertible. The
Reporter should check to see if any other basis for control exists (such as a
management agreement or the power to control the election of a majority
of directors).
3. To determine whether one company controls another company, apply
the standard for control as defined in the FR Y-10 Glossary.
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Report Item Instructions December 2016

Report Item Instructions

Additional entities reportable on the FR Y-7
Organization Chart:
(1) Include nonbanking companies (U.S. companies and
non-U.S. companies engaged in business in the
United States) in which the Reporter directly or indirectly in the aggregate controls more than 5 percent,
but less than 25 percent, of the outstanding shares of
any class of voting securities. With respect to such
companies, a Reporter need not report on its organization chart the exact percentage of the voting shares
that it controls, and need only indicate that the
company is not reportable on the FR Y-10, and
(2) Include any company that the Federal Reserve System determines should be reported.
Interests not reportable on the FR Y-7 Organization
Chart:
(1) Interests Reportable on the FR Y-6: Interests reportable on the FR Y-6 instead of the FR Y-7, which
includes interests held directly or indirectly by any
subsidiary of the Reporter that is a BHC or IHC
organized under U.S. law;
(2) Non-U.S. Entities Not Engaged in Business in the
United States: Non-U.S. companies that are not
engaged in business in the U.S. and are not otherwise reportable;
(3) Entities Held Under Section 211.23(f)(5) of Regulation K (12 CFR 211.23(f)(5)): An interest in an
entity held under section 211.23(f)(5) should not be
reported on the organization chart. (These interests
should be reported in Report Item 2(b).);
(4) Companies Held by a Small Business Investment
Company (SBIC): Any company controlled directly
or indirectly by a SBIC that is registered with the
Small Business Administration, unless the interest
in the company is a reportable merchant banking or
insurance company investment on the FR Y-10.
However, if a FBO that is a FHC engaged in
merchant banking activities holds shares in the
same merchant banking investment through a merchant banking vehicle as well as through a SBIC,
the entire investment is treated as the merchant
banking investment, subject to the reporting criteria;
FR Y-7
Report Item Instructions December 2016

(5) Debts Previously Contracted: An interest in a
company, other than a U.S. bank, BHC, or IHC,
acquired in full or in part in satisfaction of a debt
previously contracted or that solely holds assets
acquired in satisfaction of a debt previously contracted;
(6) Interests Held as Collateral: An interest held solely
as collateral securing an extension of credit;
(7) 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 any of the
following: (a) a Nonbanking Company that is the
underwriter’s highest-tier provider in the U.S. of
any primary line of insurance, or (b) any interest
that is a reportable merchant banking or insurance
company investment;
(8) Advising and Administering a Mutual Fund: If a
Reporter directly or indirectly advises or administers a mutual fund, the mutual fund is not reportable
on the Reporter’s FR Y-7 unless other ties between
the Reporter and the fund meet the standard for
control as defined in the FR Y-10 Glossary;
(9) Inactive Companies: An interest in any company
that exists as a matter of law, but does not engage in
any business activity. The company becomes reportable once it begins to engage in business. Note that
inactive companies include companies that have
been set-up as name-saving organizations or have
been formed or incorporated but do not yet conduct
any business activity. Any company that has become
inactive as of the end of the reporting period does
not need to be reported on the FR Y-7 organization
chart;
(10) Special Purpose Vehicles (SPV): An interest in any
company formed for specific leasing transactions,
such as a special purpose vehicle engaged in a
single leasing transaction; 4
(11) Companies to be Divested: An interest in any
company which must be divested pursuant to sections 4(a)(2) or 4(n)(7) of the Bank Holding Company Act (BHC Act) or pursuant to a commitment
4. Note that an interest in a Variable Interest Entity (as defined in
Financial Accounting Standards Board Interpretation No. 46R as amended
by FAS 167) typically will not be reportable on either the FR Y-7 or the FR
Y-10 so long as the Reporter does not control the entity.

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Report Item Instructions

made to the Board or the Federal Reserve Bank (see
also 12 CFR 225.85). NOTE: The Reporter should
report direct and indirect interests in companies that
are to be conformed, beginning with the first report
submitted once the Reporter has become subject to
the BHC Act; and
(12) Public Welfare Investments. Public welfare investments subject to prior-notice or post-notice filing
requirements with federal banking agencies (such
as a 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 investments.
In addition, list separately as a supplement to the organization chart the entities reported in response to Report
Item 2(b).
Report Item 2(b) Foreign companies held
pursuant to section 2(h)(2) of the BHC Act and
Section 211.23(f)(5) of Regulation K, or
Section 4(c)(9) of the BHC Act and
Section 211.23(f)(5) of Regulation K
(1) For each foreign company (whether or not a
subsidiary):
(a) provide its full legal name and location (city/
country);
(b) the Legal Entity Identifier (LEI) (if the entity
already has one) (See footnote 1 for more information.)
(c) indicate the percent of any class of voting shares
of the company that is held directly or indirectly
by the FBO; and
(d) indicate the percent of the company’s worldwide
consolidated assets that are located in and gross
revenues that are derived from the United States.
(2) For each foreign company that is a subsidiary, indicate its U.S. activities (conducted through a U.S.
office or a U.S. company, whether or not a subsidiary
of the foreign company), and confirm that these
activities are the same as or are related to those
conducted abroad as measured by North American
Industry Classification System (NAICS) codes.
Note: Reporters are reminded that, pursuant to Section 211.23(f)(5)(ii) of Regulation K, foreign companies
may not directly underwrite, sell, or distribute, nor own
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or control more than 10 percent of the voting shares of a
company that underwrites, sells, or distributes securities
in the United States, except to the extent permitted bank
holding companies.5 Interests included in Report Item
2(a) are not reportable in Report item 2(b).

Report Item 3:

Shares and Shareholders

Report Item 3(a) Number and Types of Shares
List the number and types of all the shares (or their
equivalent) that the FBO has authorized, issued, or holds
for its own account. Describe the voting rights of each
type of shares and any agreements that limit the voting of
such shares. When the FBO has bearer securities outstanding, describe the regulations requiring registration
of the ownership of the bearer securities with the FBO or
appropriate regulatory agency.
Report Item 3(b) Nonbearer Securities6
(circle one)
Does the FBO have nonbearer
securities?
Yes No
If the response is “yes,” list each shareholder (or the
equivalent) of record that directly or indirectly owns,
controls, or holds with power to vote 5 percent or more of
any class of nonbearer securities of the FBO (See Regulation Y, Section 225.2(q)). Also list the beneficial owner,
to the extent ascertainable, when the beneficial ownership is 5 percent or more of nonbearer shares.
Provide the following information for each:
(1) name and address of principal residence for
individuals, or of head office for companies;
(2) country of citizenship or of organization; and

5. Under a 1971 Board interpretation (12 CFR 225.124(d)), a foreign
bank holding company may underwrite or deal in shares of stock (including shares of United States issuers) to be distributed outside the United
States, provided that shares so acquired are disposed of within a reasonable
time. This applies only to activity that takes place outside of the United
States and that does not involve a U.S. office. See F.R.R.S. 3-693 (addressing restrictions on underwriting by foreign banks of securities to be
distributed in the United States). Shares of companies held pursuant to the
interpretation on the reporting date need not be reported in response to
Report Item 2(b), provided that the holding of the shares is in all respects
consistent with the interpretation.
6. See the FR Y-10 Glossary.
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Report Item Instructions

(3) number and percentage of each class of nonbearer
securities (or their equivalent) owned, controlled, or
held with power to vote.

Report Item 4(c) Consolidated or Combined Basis
for Determining Total Assets, Revenues, and Net
Income

Report Item 3(c) Bearer Securities6

For purposes of determining total assets, revenues, and
net income, each FBO:

(circle one)
Does the FBO have bearer
securities?
Yes No
If the response is “yes,” list each known shareholder that
directly or indirectly owns, controls, or holds with power
to vote 5 percent or more of any class of bearer securities
(see Regulation Y, Section 225.2(q)) of the FBO. Provide
the following information for each:
(1) name and address of principal residence for
individuals, or of head office for companies;

(1) may use either a consolidated or a combined basis;7
(2) must include the total assets, revenues, and net
income of all companies in which it owns 50 percent
or more of the voting shares; and
(3) may include the total assets, revenues, and net
income of companies in which it owns 25 percent or
more of the voting shares if all such companies
within the FBO are included.

(2) country of citizenship or of organization; and
(3) number and percentage of each class of bearer securities (or their equivalent) owned, controlled, or held
with power to vote.

Report Item 4(d) Worldwide Business Activities
and Banking Business Activities

Report Item 4: Eligibility as a Qualified
Foreign Banking Organization (QFBO)

The top-tier FBO must complete both 4(e) regarding
worldwide business activities and 4(f) regarding banking
business activities.The top-tier FBO should use the same
currency in reporting the amounts in both 4(e) and 4(f).

Report Item 4(a) Requirements for Eligibility as a
QFBO
To qualify for exemption from the nonbanking prohibitions of the BHC Act, a FBO must be “principally”
engaged in the banking business outside the United
States. Section 211.23(a) of Regulation K (12 CFR
211.23(a)) sets forth requirements to qualify for the
exemption. Certain FBOs that do not meet the criteria set
forth below in 4(g) will be eligible for limited exemptions as described in Section 211.23(c) of Regulation K
(12 CFR 211.23(c)) if they meet the requirements set
forth in that section. Such organizations should contact
the appropriate Federal Reserve Bank for guidance.
Report Item 4(b) Financial Data
The top-tier FBO must provide financial data on the size
of its: (1) worldwide nonbanking business activities;
(2) non-U.S. banking activities; and (3) U.S. banking
activities. The top-tier FBO must measure the size of its
business activities by any two of the three financial items:
total assets, revenues, or net income, as provided in 4(c)
below. Refer to the Notes to Report Item 4 on pages RI-7
and RI-8.
FR Y-7
Report Item Instructions December 2015

Report Item 4(e) Worldwide Business Activities
Respond to any two of the following three criteria:
Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(2) Revenues derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(3) Net Income derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............

7. Combined financial statements present the results of operations and
the financial position of a group of commonly controlled companies, a
group of unconsolidated subsidiaries or other companies that are under
common management, and after giving effect to the elimination of intercompany balances and transactions.

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Report Item Instructions

Report Item 4(f)

Banking Business Activities

Respond to any two of the following three criteria:
Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(2) Revenues derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(3) Net Income derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................

Report Item 4(g) Criteria for Qualifying
A FBO will qualify for the exemption from the nonbanking prohibitions of the BHC Act only if two of the three
requirements in both of the following categories are met:
Worldwide Business
(1) banking assets held outside the United States exceed
total worldwide nonbanking assets; or
(2) revenues derived from the business of banking outside the United States exceed total revenues derived
from its worldwide nonbanking business; or
(3) net income derived from the business of banking
outside the United States exceeds total net income
derived from its worldwide nonbanking business;
and
Banking Business
(1) banking assets held outside the United States exceed
banking assets held in the United States; or
(2) revenues derived from the business of banking outside the United States exceed revenues derived from
the business of banking in the United States; or
(3) net income derived from the business of banking
outside the United States exceeds net income derived
from the business of banking in the United States.

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Report Item 4(h) Eligibility for Limited
Exemptions
FBOs that satisfy the criteria as a qualifying FBO
through Items 4(e) and 4(f) should NOT complete the
limited exemptions eligibility test Items 4(j), 4(k), 4(l),
and 4(m). Certain FBOs that do not meet the criteria set
forth above in 4(g) will be eligible for limited exemptions
as described in Section 211.23(c) of Regulation K
(12 CFR 211.23(c)) if they meet both of the following
requirements:
(1) Qualification of Foreign Bank(s)
Each foreign bank within the FBO that maintains a
branch or an agency, or controls a commercial lending
company, Edge or agreement corporation, or bank in the
United States must meet the criteria set forth above in
4(g) determined in accordance with 4(b) and 4(c) above,
and the Notes to Report Item 4 on pages RI-7 and RI-8.
(2) Qualification of Top-tier Foreign Banking
Organization
The top-tier FBO, i.e., the ultimate parent, must meet the
criteria set forth above in 4(g) determined in accordance
with 4(b), 4(c), and the Notes to Report Item 4 on
page RI-7, provided, however, that solely for purposes of
meeting the “Worldwide Business” requirement in 4(g),
the top-tier FBO may count as non-U.S. banking all activities listed in Section 211.10 of Regulation K (12 CFR
211.10) conducted by it and its direct and indirect
subsidiaries; that is, the limitation set forth in the second
sentence of Note 2 on page RI-7 shall not apply.
Report Item 4(i) Limited Exemptions:
Worldwide Business Activities and Banking
Business Activities
Each foreign bank must complete both 4(j) regarding
worldwide business activities and 4(k) regarding banking
business activities. The same currency should be used in
reporting both 4(j) and 4(l). In addition, the top-tier FBO
must complete both 4(l) regarding worldwide business
activities and 4(m) regarding banking business activities.
The same currency should be used in reporting both 4(j)
and 4(l).

FR Y-7
Report Item Instructions December 2015

Report Item Instructions

Report Item 4(j) Worldwide Business Activities
If the criteria are NOT satisfied as a qualified FBO
through Items 4(e) and (f), respond to any two of the
three criteria:
Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(2) Revenues derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(3) Net Income derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............

Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(2) Revenues derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............
(3) Net Income derived from:
(a) total worldwide nonbanking ........
(b) total non-U.S. banking ..............

Report Item 4(m) Banking Business Activities

Report Item 4(k) Banking Business Activities

If the criteria are NOT satisfied as a qualified FBO
through Items 4(e) and (f), respond to any two of the
three criteria:

If the criteria are NOT satisfied as a qualified FBO
through Items 4(e) and (f), respond to any two of the
three criteria:
Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(2) Revenues derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(3) Net Income derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................

Amounts in
local currency
or U.S. Dollars
(circle one)
(1) Assets:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(2) Revenues derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................
(3) Net Income derived from:
(a) total non-U.S. banking ..............
(b) total U.S. banking ....................

Report Item 4(n) Loss of Eligibility
Report Item 4(l)

Worldwide Business Activities

If the criteria are NOT satisfied as a qualified FBO
through Items 4(e) and (f), respond to any two of the
three criteria:

A foreign banking organization that does not meet the
requirements for two consecutive years as reported herein
will lose its eligibility for exemption pursuant to Section 211.23(d) of Regulation K (12 CFR 211.23(d)).

Notes to Report Item 4
1. When the same two criteria i.e., assets, revenues, or net income, are
reported in 4(e) and 4(f), the amount reported in 4(e) for total non-U.S.
banking should equal the amount reported in 4(f) for total non-U.S.
banking for that criterion. Similarly, amounts reported for total non-U.S.
banking items in 4(j) should equal those in 4(k). Note that the amounts
reported for all criteria in 4(m) should be the same as those reported in
4(f).

FR Y-7
Report Item Instructions December 2015

2. Non-U.S. Banking: The activities considered to be banking when
conducted outside of the United States are listed in Section 211.10 of
Regulation K (12 CFR 211.10). Note, however, that the Board has
determined that for purposes of determining eligibility as a qualifying
foreign banking organization, such activities must be conducted through
a foreign bank or its direct or indirect subsidiaries in order to be
considered banking activities. See 12 CFR 211.23(b)(2).

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Report Item Instructions

3. U.S. Banking: All of the assets, revenues, or net income of a U.S.
subsidiary bank (including its foreign branches and subsidiaries),
branch, agency, subsidiary commercial lending company, or other
company engaged in the business of banking in the United States will be
considered held or derived from the business of banking in the United
States. Managed non-U.S. branches are not considered held or derived
from the business of banking in the United States.

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4. None of the assets, revenues, or net income of a U.S. subsidiary bank
(including its foreign branches and subsidiaries), branch, agency, subsidiary commercial lending company, or other company engaged in the
business of banking in the United States will be considered held or
derived from the business of banking outside the United States.

FR Y-7
Report Item Instructions December 2015