FRY3_FRY3N_FRY4_20210729_omb

Supporting Statement for
Bank Holding Company Applications and Notifications
(FR Y-3, FR Y-3N, and FR Y-4; OMB No. 7100-0121)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years, with
revision, the Bank Holding Company Applications and Notifications (FR Y-3, FR Y-3N, and
FR Y-4; OMB No. 7100-0121). This information collection is comprised of the following
reporting forms:
• Application to Become a Bank Holding Company and/or Acquire an Additional Bank or
Bank Holding Company (FR Y-3),
• Notification to Become a Bank Holding Company and/or Acquire an Additional Bank or
Bank Holding Company (FR Y-3N), and
• Notification by a Bank Holding Company to Acquire a Nonbank Company and/or
Engage in Nonbanking Activities (FR Y-4).
These filings collect information on proposals by bank holding companies (BHCs) and
companies seeking to become BHCs involving certain formations, acquisitions, mergers, and
nonbanking activities. The Board requires the submission of these filings for regulatory and
supervisory purposes and to fulfill its statutory obligations under the Bank Holding Company
Act of 1956 (BHC Act). The Board uses the information submitted in these filings to evaluate
each individual transaction with respect to the relevant statutory factors and to ensure that the
transaction complies with other applicable requirements.
The Board revised the FR Y-3 and FR Y-4 reporting forms and instructions in order to
add information that the Federal Reserve routinely requests now and to reflect the impact of new
capital regulations. The revisions are intended to ensure that the reporting instructions include
correct regulatory citations and updated terminology, and to ensure that initial filings include the
information that the Federal Reserve requires to evaluate a transaction and thereby reduce the
need for subsequent additional information requests, which may delay the Federal Reserve’s
consideration of a filing and create additional burden for filers. The Board is not revising the
FR Y-3N.
The current estimated total annual burden for the FR Y-3, FR Y-3N, and FR Y-4 is 7,519
hours, and would decrease to 7,454 hours. The revisions would result in a decrease of 65 hours.
The form and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportforms/default.aspx.
Background and Justification
Pursuant to section 3 of the BHC Act and the Board’s Regulation Y - Bank Holding
Companies and Change in Bank Control (12 CFR Part 225), a company proposing to become a
bank holding company, acquire a subsidiary bank, or acquire control of bank or bank holding

company securities generally must apply for the Board’s prior approval.1 The FR Y-3 is the
required form for such an application. Certain BHC formations and acquisitions of banks instead
require only the filing of a prior notice with the Board. 2 The FR Y-3N is the required form for
such a notice. In assessing an application or notice pursuant to section 3 of the BHC Act, the
Board considers the competitive effects of the proposal; the financial and managerial resources
and the future prospects of the institutions involved, as well as the effectiveness of the
institutions in combatting money laundering; the effects of the proposal on the convenience and
needs of the communities to be served; and the effects of the proposed transaction on the stability
of the United States banking or financial system.3
Section 4 of the BHC Act generally states that a BHC may not acquire ownership of any
company that is not a bank. 4 However, section 4 and the Board’s Regulation Y provide that a
BHC may engage in certain nonbanking activities or acquire a company engaged in certain
nonbanking activities after providing notice to the Board, or, in some cases, without obtaining
prior approval or providing prior notice. 5 In circumstances where a prior notice is required
pursuant to Regulation Y, the FR Y-4 is the required form for such a notice. In acting on such a
proposal, the Board considers whether the notificant’s performance of the activities can
reasonably be expected to produce benefits to the public (such as greater convenience, increased
competition, and gains in efficiency) that outweigh possible adverse effects (such as undue
concentration of resources, decreased or unfair competition, conflicts of interest, and unsound
banking practices). The Board’s consideration of these factors includes an evaluation of the
financial and managerial resources of the notificant, including its subsidiaries and any company
to be acquired, the effect of the proposed transaction on those resources, and the management
expertise, internal control and risk-management systems, and capital of the entity conducting the
activity.6
The Federal Reserve has the sole authority to act on applications and notices filed under
sections 3 and 4 of the BHC Act. The information requested for each filing is necessary for the
Board to fulfill its responsibilities under the BHC Act. The completed filings are the primary
source of comprehensive data on the structure of the proposal, the pro forma financial condition
of the filer and its subsidiary(ies), the competitive effects of the proposal, the effect that the
proposal would have on the public interest, and, if applicable, the nonbanking activities in which
the filer proposes to engage. This information is not available from any other source and is
necessary for the Federal Reserve to determine whether a proposed transaction is consistent with
the relevant statutory factors for approval under the BHC Act and Regulation Y.
Description of Information Collection
The FR Y-3, FR Y-3N, and FR Y-4 are event-generated. The application and notification
forms collect information concerning proposed BHC formations, acquisitions, mergers, and
1

12 U.S.C. § 1842(a); 12 CFR 225.11.
See 12 CFR 225.14, 225.17.
3
See 12 U.S.C. § 1842.
4
12 U.S.C. § 1843(a).
5
See 12 U.S.C. § 1842(c); 12 CFR Part 225, subpart C.
6
See 12 U.S.C. § 1843.
2

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proposed nonbanking activities. The acquisitions may involve bank, nonbank, and BHC targets.
These applications and notifications are submitted to the appropriate Federal Reserve Bank by
existing or proposed BHCs.
Certain applicants and notificants that file the FR Y-3, FR Y-3N, or FR Y-4 are required
to disclose certain information in the form of a newspaper notification. Applicants that file the
FR Y-3 and notificants that file the FR Y-3N pursuant to section 225.14 of Regulation Y are
required to publish a notice in a newspaper of general circulation in the community or
communities in which the head offices of the largest subsidiary bank, if any, of an applicant and
of each bank, shares of which are to be directly or indirectly acquired, are located. Notificants
that file the FR Y-4 are required to publish a newspaper notice only in connection with a
proposal to acquire a savings association, in the communities in which the head offices of the
notificant bank holding company, its largest subsidiary bank, and each savings association to be
directly or indirectly acquired is located. Notificants that file the FR Y-3N pursuant to section
225.17 of Regulation Y are not required to publish any newspaper notice.
When required, a newspaper notice must state the name and address of the applicant and
its proposed subsidiary, and it must invite the public to submit written comments to the
appropriate Federal Reserve Bank. The newspaper notice must be published no more than fifteen
calendar days before and no later than seven calendar days after the date that the application is
filed with the appropriate Reserve Bank.
FR Y-3
Except with regard to acquisitions that qualify for a FR Y-3N prior notice filing, as
described below, the FR Y-3 application form must be submitted by:
• a company seeking prior approval to become a BHC through the direct or indirect
acquisition of one or more banks, or
• an existing BHC seeking prior approval to (1) take any action that causes a bank to
become a subsidiary of the BHC, (2) acquire direct or indirect ownership or control of
any voting securities of a bank or bank holding company, if the acquisition results in the
company’s control of more than 5 percent of the outstanding shares of any class of voting
securities of the bank or bank holding company,7 (3) merge or consolidate with another
BHC, or (4) otherwise acquire all or substantially all of the assets of a bank.
The FR Y-3 application requires information on the structure of the proposed transaction,
information on competition, convenience and needs, financial stability, and financial a nd
managerial information. The FR Y-3 instructions describe the publication requirements for each
application.

7

Once a BHC owns more than 50 percent of the outstanding voting securities of a bank, the BHC Act provides that,
generally, no further regulatory approval is required to acquire additional shares of the bank. See 12 CFR 225.12(c).

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FR Y-3N
The FR Y-3N prior notification form, rather than the FR Y-3 application, may be
submitted
• for certain BHC formations described in section 225.17 of Regulation Y, or
• for certain bank acquisitions by existing well-run BHCs, as described in section 225.14 of
Regulation Y.
Formation notifications filed under section 225.17 of Regulation Y must be provided in
writing and contain a certification that the requirements of 12 U.S.C. § 1842(a)(C) and section
225.17(a) of Regulation Y are met. The notification also must contain shareholder information
prior to and following the reorganization, management information, and financial information.
Acquisition and merger notifications filed under section 225.14 of Regulation Y must be
provided in writing and contain a certification that all of the criteria listed in section 225.14(c)
are satisfied. Among other criteria, only well-capitalized and well-managed organizations may
use the expedited procedure in section 225.14. Each notification also must contain a description
of the transaction and the effect on the convenience and needs of the communities to be served,
evidence of publication of the proposed transaction, financial information based on the size of
the BHC, managerial and capital information that is dependent on the type of proposal, and
competitive information.
Although the FR Y-3N requires the same type of information as the FR Y-3, the
FR Y-3N requests less detail. The FR Y-3N instructions describe the publication requirements
for notifications filed under section 225.14 of Regulation Y. Notifications filed under section
225.17 do not require public notice.
FR Y-4
•
•

The FR Y-4 notification form is completed by a BHC in order to
acquire the assets or shares of a nonbank company (including a nonbank insured
depository institution) and engage in nonbanking activities under section 4(c)(8) of the
BHC Act, or
engage de novo in nonbanking activities under section 4(c)(8) of the BHC Act.

These notifications generally require information on the proposed transaction,
information on competition and public benefits, and financial and managerial information. For
notifications to engage de novo in nonbanking activities permissible under Regulation Y, only
the name and location of the applicant, the name and location of the company that will perform
the activity, the activity to be conducted, and the geographic area to be served must be submitted.
The instructions to the FR Y-4 describe two expedited procedures for certain nonbanking
proposals, one of which does not require use of a notification form. The first expedited procedure
allows well-run BHCs to file post-consummation notices for proposals to engage de novo in

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nonbanking activities that have been permitted by regulation.8 The second procedure allows
well-run BHCs (that also meet certain additional criteria in section 225.23(c) of Regulation Y) to
seek prior Federal Reserve approval on an expedited timeframe.9 To use the second procedure, a
BHC must file, at the appropriate Reserve Bank and at least 12 business days before effecting the
proposed transaction, an FR Y-4 that contains the information required in section 225.23(a) of
Regulation Y. Within 12 business days following the filing, the Reserve Bank or the Board may
indicate that a non-expedited notification is required under section 225.24 of Regulation Y.
Proposals that do not qualify for the two streamlined procedures are subject to the
standard (non-expedited) procedures outlined in section 225.24 of Regulation Y. The
informational requirements for such a notification depend on the type of transaction and are
contained in sections 225.24(a)(1) and (2) of Regulation Y. To engage de novo in permissible
nonbanking activities listed in section 225.28 of Regulation Y (listed activities), the BHC must
file a notification containing a description of the activities to be conducted, with appropriate
legal authorities cited, and the identity of the company that will conduct the activity. To engage
de novo in nonbanking activities not listed in section 225.28 of Regulation Y but previously
approved by the Board (unlisted activities), or to acquire a company engaged in listed or unlisted
activities, the notification must include a description of the proposal; the identity of any entity
involved in the proposal; a statement of public benefits; certain financial information; a
description of management expertise, internal controls, and risk-management systems to be
utilized; and a copy of any purchase agreement(s). The FR Y-4 instructions describe the
publication requirements for each relevant transaction type.
Respondent Panel
The FR Y-3 and FR Y-3N panel comprises BHCs and a company seeking to become a
BHC. The FR Y-4 panel comprises BHCs.
Revisions to the FR Y-3 and FR Y-4
The Board implemented a number of revisions to the FR Y-3. The changes would reflect
new capital regulations, and would include minor changes to improve clarity and accuracy.
Recent legislative and regulatory changes implemented a community bank leverage ratio
(CBLR) framework in 2020, which, if utilized by a qualifying depository institution, eliminates
the requirement for the institution to track risk-weighted assets and report risk-based capital
ratios.10 In light of this change, applicants that have elected to utilize the CBLR framework
would no longer be required to submit information related to risk-weighted assets or risk-based
capital ratios in a FR Y-3 application. Similarly, if the bank subsidiary of an applicant has
elected to use the CBLR framework, the applicant would no longer be required to submit in the
8

The notificant BHC does not use the FR Y-4 form to satisfy this requirement. Instead, within 10 business days
after commencing the activity, the BHC submits in writing to its appropriate Reserve Bank the information and
certifications specified in section 225.22(a)(3) of Regulation Y.
9
The nonbanking proposals that may qualify for this expedited procedure involve a filing (1) to engage de novo in
any nonbanking activity that the Board has permitted by order or regulation or (2) to acquire voting shares or assets
of a going concern engaged in any nonbanking activity that the Board has permitted by order or regulation (except
operating a nonbank insured depository institution).
10
See 12 CFR 217.12.

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FR Y-3 information related to the bank’s risk-weighted assets or risk-based capital ratios. The
revisions would simplify the reporting requirements with regard to those banks and BHCs that
have elected to utilize the CBLR framework.
The Board implemented a number of revisions to the FR Y-4. The changes would
improve the clarity and accuracy of the form and instructions. In order to make the form more
understandable and to improve the quality of the information submitted, the Board require s a
notificant to provide the authority in Regulation Y under which the proposed nonbanking activity
is permissible, which would facilitate the Federal Reserve’s processing of the notice. The Board
further combined the form and instructions into a single document, with the instructions
preceding the FR Y-4 form, in order to provide the notificant with important context.
Time Schedule for Information Collection
The application and notifications submitted with these forms are event-generated and the
data are not part of any published reporting series. All timeframes are generally dependent upon
when the filer chooses to enter into a transaction that requires a submission. Applicants are
strongly encouraged to submit their applications electronically through the Federal Reserve
System’s web-based application, E-Apps
(https://www.federalreserve.gov/supervisionreg/afi/afi.htm).11
Public Availability of Data
The Board publishes certain information submitted in the FR Y-3, FR Y-3N, and FR Y-4
regarding the parties to and structure of the associated transaction in its H.2 release and in
Federal Register notices. The Board does not routinely publicly release information collected
through these forms. The Board may release non-confidential information included in the
FR Y-3, FR Y-3N, or FR Y-4 upon request pursuant to the Freedom of Information Act (FOIA).
Legal Status
Section 3(a) of the BHC Act requires Board approval for formations, acquisitions, and
mergers of bank holding companies (12 U.S.C. § 1842(a)). Section 5(b) of the BHC Act
authorizes the Board to issue regulations and orders to carry out these functions (12 U.S.C. §
1844(b)). In addition, section 5(c) of the BHC Act authorizes the Board to require reports from
bank holding companies (12 U.S.C. § 1844(c)). These sections of the BHC Act provide the legal
authorization for the FR Y-3 and the FR Y-3N. Section 4(j) of the BHC Act requires bank
holding companies to give prior written notice to the Board of any acquisition of a no nbank
company or commencement of any nonbanking activities (12 U.S.C. § 1843(j)). This section of
the BHC Act provides the legal authorization for the FR Y-4. The obligation to respond to the
FR Y-3, FR Y-3N, and FR Y-4 is required to obtain a benefit.
To the extent a respondent submits nonpublic commercial or financial information in
connection with the FR Y-3, FR Y-3N, or FR Y-4, which is both customarily and actually treated
as private by the respondent, the respondent may request confidential treatment pursuant to
11

The applications may alternatively be submitted in paper form.

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exemption 4 of the FOIA (5 U.S.C. § 552(b)(4)). To the extent a respondent submits personal,
medical, or similar files, the disclosure of which would constitute an unwarranted invasion of
privacy, the respondent may request confidential treatment pursuant to exemption 6 of the FOIA
(5 U.S.C. § 552(b)(6)). If a respondent requests confidential treatment, the Board will determine
whether the information is entitled to confidential treatment on a case-by-case basis. The entity
should separately designate any such information as “confidential commercial information” or
“confidential financial information” and the Board will treat such designated information as
confidential to the extent permitted by law, including the FOIA. To the extent a respondent
submits information related to examination, operating, or condition reports prepared by, on
behalf of, or for the use of a financial supervisory agency, the information would be confidential
pursuant to exemption 8 of the FOIA (5 U.S.C. § 552(b)(8)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On April 16, 2021, the Board published an initial notice in the Federal Register
(86 FR 20149) requesting public comment for 60 days on the extension, with revision, of the
FR Y-3, FR Y-3N, and FR Y-4. The comment period for this notice expired on June 15, 2021.
The Board did not receive any comments. The Board adopted the extension, with revision, of the
FR Y-3, FR Y-3N, and FR Y-4 as originally proposed. On July 29, 2021, the Board published a
final notice in the Federal Register (86 FR 40839).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR Y-3, FR Y-3N,
and FR Y-4 is 7,519 hours, and would decrease to 7,454 hours with the revisions. The current
burden estimates are based on the number of applications and notifications, including postconsummation notices, received in 2018 and 2019. These reporting and disclosure requirements
represent less than 1 percent of the Board’s total paperwork burden.

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FR Y-3, FR Y-3N, and FR Y-4
Current
Reporting
FR Y-3
New BHCs
Existing BHCs
FR Y-3N
FR Y-4
Complete notification
Expedited notification
Post-consummation
Disclosure
FR Y-3
FR Y-3N
FR Y-4 (Complete notification)
Current Total
Proposed
Reporting
FR Y-3
New BHCs
Existing BHCs
FR Y-3N
FR Y-4
Complete notification
Expedited notification
Post-consummation
Disclosure
FR Y-3
FR Y-3N
FR Y-4 (Complete notification)
Proposed Total

Estimated
number of
respondents12

Annual
frequency

Estimated
Estimated
average hours annual burden
per response
hours

72
58
21

1
1
1

49
59.5
4

3,528
3,451
84

22
8
1

1
1
1

11
5
0.5

242
40
1

130
21
22

1
1
1

1
1
1

130
21
22
7,519

72
58
21

1
1
1

48.5
59
4

3,492
3,422
84

22
8
1

1
1
1

11
5
0.5

242
40
1

130
21
22

1
1
1

1
1
1

Change

130
21
22
7,454
( 65)

12

Of the respondents,145 are considered small entities (58 FR Y-3 New BHCs filers, 46 FR Y-3 Existing BHCs
filers, 17 FR Y-3N filers, 18 FR Y-4 complete notification filers; 6 FR Y-4 expedited notification filers, and 0
FR Y-4 post-consummation filers) as defined by the Small Business Administration (i.e., entities with less than $600
million in total assets), https://www.sba.gov/document/support--table-size-standards.

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The estimated total annual cost to the public for these information collections is
$444,749, and would decrease to $440,904 with the revisions.13
Sensitive Questions
These collections of information contain no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System for collecting and processing these
information collections is negligible.

13

Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $20, 45% Financial Managers at
$73, 15% Lawyers at $72, and 10% Chief Executives at $95). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor and Statistics (BLS), Occupational Employment and Wages
May 2020, published March 31, 2021, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined
using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

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