Reporting FR Y-7

Board of Governors of the Federal Reserve System

Instructions for the Preparation of

Annual Report of Foreign Banking Organizations
Reporting Form FR Y-7
Effective February 2020

INSTRUCTIONS FOR PREPARATION OF

Annual Report of Foreign Banking
Organizations

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 subsidi- ary 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)).
A foreign savings and loan holding company
(FSLHC), as defined in section 238.160(b) of Regula1. 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.

tion LL, is only required to file Report Item 5(a) of this
report.
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 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,
submit- ted 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
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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 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 dead- line 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.

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 privileged or confidential”
(exemption 4), and information that, if disclosed,
“would constitute a clearly unwarranted invasion of
personal privacy” (exemption 6). In certain limited
circumstances, the Federal Reserve may grant confidential treatment for some or all of the items for which
such treatment has been requested if the institution
clearly has provided a compelling justification for the
request. A reporter may request confidential treatment
for any information submitted on the FR Y-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 confiden-

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General Instructions

tial. 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 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.
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 well- defined 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.
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 treatment prior to or at the time of filing this report even if
they previously requested (and were or were not
accorded) confidential treatment for the same information as filed on a previous FR Y-7 report or as otherwise provided to the Board.
Check Box
The Reporter must select on page 1 of the form
whether any confidential treatment is requested for any
portion of the report. If the answer to the first 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.

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

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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
The FR Y-7 shall be signed by a duly authorized official (see the FR Y-10 Glossary) of the Reporter. By
signing page 1 of the FR Y-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.

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.

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INSTRUCTIONS FOR PREPARATION OF

Report Item Instructions

Page 1

Have the financial statements been certified
by an independent public accountant?

Yes No

Legal Entity Identifier (LEI)

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

Yes No

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)
Report Item 1(a) Financial Statements
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.
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.
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: (circle one)

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 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.

Report Item 2: Organization Information
for the FBO
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:
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(1) full legal names (use abbreviations only if part of
the legal name) use popular name for branches,
agencies, and representative offices;

Reporter should report information for the class in
which the Reporter controls the highest percentage.

(2) the Legal Entity Identifier (LEI) (if the entity
already has one)1

Entities reportable on the FR Y-10 and thus reportable
on the FR Y-7

(3) physical address (i.e., city and state/country) of
each entity;

(1) The top-tier FBO itself and lower-tier FBOs;

(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 non-managing 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
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).”

(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 (“non- banking 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
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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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.
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;

(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;
(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
con- trolled directly or indirectly by an insurance under- writer. 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;

(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
other- wise reportable;

(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;

(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).);

(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 report- able once it begins to engage in
business. Note that inactive companies include
companies that have been set-up as name-saving
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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 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 postnotice 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);
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.

(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,
indi- cate 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 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
item2(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 secu5. 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.

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rities outstanding, describe the regulations requiring
registration of the ownership of the bearer securities
with the FBO or appropriate regulatory agency.
6

Report Item 3(b) Nonbearer Securities

(circle one)
Does the FBO have nonbearer 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
nonbearer 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;
(2) country of citizenship or of organization; and
(3) number and percentage of each class of
nonbearer securities (or their equivalent) owned,
controlled, or held with power to vote.
Report Item 3(c) Bearer Securities6

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

(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;
(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.

6. See the FR Y-10 Glossary.

Report Item 4(c) Consolidated or Combined Basis for
Determining Total Assets, Revenues, and Net Income
For purposes of determining total assets, revenues, and
net income, each FBO:
(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.
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 inter- company balances and transactions.

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FR Y-7

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Report Item Instructions

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

(2) revenues derived from the business of banking
out- side 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
out- side 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.

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:

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.

Worldwide Business

(2) Qualification of Top-tier Foreign Banking
Organization

(1) banking assets held outside the United States
exceed total worldwide nonbanking assets; or

The top-tier FBO, i.e., the ultimate parent, must meet
the criteria set forth above in 4(g) determined in accor-

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December 2015

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Report Item Instructions

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

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:

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FR Y-7

December 2015

Report Item Instructions

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
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
Sec- tion 211.23(d) of Regulation K (12 CFR
211.23(d)).

ness of banking in the United States will be considered held or derived from the business of
banking in the United States. Managed nonU.S. branches are not considered held or derived
from the business of banking in the United
States.

(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.

Report Item 5: Prudential Standards
Compliance (as applicable)

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).
(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 deter- mined that for purposes of determining eligibility as a qualifying
foreign banking organization, such activi- ties
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).
(3) U.S. Banking: All of the assets, revenues, or net
income of a U.S. subsidiary bank (including its
for- eign branches and subsidiaries), branch,
agency, sub- sidiary commercial lending company, or other com- pany engaged in the busi-

Report Item 5(a) Satisfies the capital stress-testing
standards set forth in 12 CFR 238.162
(circle one)
Yes No N/A
Subpart L Company-Run Stress Test Requirements for
Foreign Savings and Loan Holding Companies with
Total Consolidated Assets Over $250 Billion.
Under section 238.162 of Regulation LL, a foreign
savings and loan holding company (“FSLHC”) with
total consolidated assets of more than $250 billion
must meet the following standards: (i) the FSLHC is
subject on a consolidated basis to a capital stress testing regime by its home-country supervisor that meets
the requirements of section 238.162 of Regulation LL;
and (ii) the FSLHC conducts such stress tests or is subject to a supervisory stress test and meets any minimum
standards LL set by its home-country supervisor with
respect to the stress tests.
The FSLHC should indicate whether it satisfies these
standards by circling either “Yes” or “No.” If the
FSLHC cannot satisfy these standards, the FSLHC
may be subject to additional standards under section 238.162 of Regulation LL. If an FSLHC is not
subject to subpart R of Regulation LL, an FSLHC
should circle “N/A.”

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Report Item Instructions

Report Item 5(b) Maintains a U.S. risk committee in
compliance with the risk-committee requirements of
12 CFR 252.132(a)
(circle one)
Yes No N/A
Subpart M Risk Committee Requirement for Foreign
Banking Organizations with Total Consolidated Assets
of at Least $50 Billion but Less Than $100 Billion.
Under section 252.132(a) of Regulation YY, an FBO
with total consolidated assets of at least $50 billion but
less than $100 billion, must, on an annual basis, certify
to the Board that it maintains a committee of its global
board of directors (or equivalent thereof), on a standalone basis or as part of its enterprise-wide risk committee (or equivalent thereof) that: (1) oversees the risk
management policies of the combined U.S. operations
of the FBO; and (2) includes at least one member having experience in identifying, assessing, and managing
risk exposures of large, complex firms.
The FBO should make this certification by circling
either “Yes” or “No.” If the FBO cannot make this
certification, the FBO may be subject to additional
requirements, conditions, or restrictions under section
252.132(d) of Regulation YY. If the FBO is not subject
to subpart M, the FBO should circle “N/A.”
Report Item 5(c) Maintains a U.S. risk committee in
compliance with 12 CFR 252.144(a)
(circle one)
Yes No N/A
Subpart N Enhanced Prudential Standards for Foreign
Banking Organizations with Total Consolidated Assets
of $100 Billion or More But Combined U.S. Assets of
Less Than $100 Billion.
Under section 252.144(a) of Regulation YY, an FBO
with total consolidated assets of $100 billion or more
and combined U.S. assets of less than $50 billion must,
on an annual basis, certify to the Board that it maintains a committee of its global board of directors (or
equivalent thereof), on a standalone basis or as part of
its enterprise- wide risk committee (or equivalent
thereof) that: (1) oversees the risk management policies
of the combined U.S. operations of the FBO; and
(2) includes at least one member having experience in

identifying, assessing, and managing risk exposures of
large, complex firms.
The FBO should make this certification by circling
either “Yes” or “No.” If the FBO cannot make this
certification, the FBO may be subject to additional
requirements, conditions, or restrictions under section 252.144(e) of Regulation YY. If the FBO is not
subject to section 252.144(a), the FBO should circle
“N/A.”
Report Item 5(d) Satisfies the capital stress-testing
standards set forth in 12 CFR 252.146(b)
(circle one)
Yes No N/A
Subpart N Enhanced Prudential Standards for Foreign
Banking Organizations with Total Consolidated Assets
of $100 Billion or More But Combined U.S. Assets of
Less Than $100 Billion.
Under section 252.146(b)(1) of Regulation YY, an
FBO with total consolidated assets of $100 billion or
more and combined U.S. assets of less than $100 billion must meet the following standards: (i) the FBO is
subject on a consolidated basis to a capital stress testing regime by its home-country supervisor that meets
the requirements of section 252.146(b)(2) of Regulation YY; and (ii) the FBO conducts such stress tests or
is subject to a supervisory stress test and meets any
minimum standards set by its home-country supervisor with respect to the stress tests.
The FBO should indicate whether it satisfies these
standards by circling either “Yes” or “No.” If the FBO
cannot satisfy these standards, the FBO may be subject
to additional standards under section 252.146(c) of
Regulation YY. If the FBO is not subject to subpart N,
the FBO should circle “N/A.”
Report Item 5(e) Satisfies the capital stress-testing
standards set forth in 12 CFR 252.158(b)
(circle one)
Yes No N/A
Subpart O Enhanced Prudential Standards for Foreign
Banking Organizations with Total Consolidated Assets
of $100 Billion or More and Combined U.S. Assets of
$100 Billion or More.
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FR Y-7

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Report Item Instructions

Under section 252.158(b)(1) of Regulation YY, an
FBO with combined U.S. assets of $100 billion or
more and that has a U.S. branch or U.S. agency must
meet the following standards: (i) the FBO is subject on
a consolidated basis to a capital stress testing regime by
its home-country supervisor that meets the requirements of section 252.158(b)(2) of Regulation YY; and
(ii) the FBO conducts such stress tests or is subject to a
supervisory stress test and meets any minimum standards set by its home-country supervisor with respect
to the stress tests.8
8. In addition to the information provided through this report, section 252.158 contains additional reporting obligations. Specifically, sec-

The FBO should indicate whether it satisfies these
standards by circling either “Yes” or “No.” If the FBO
cannot satisfy these standards, the FBO may be subject
to additional standards under section 252.158(d) of
Regulation YY. If the FBO is not subject to subpart O,
the FBO should circle “N/A.”
tion 252.158(c)(1) provides that an FBO with combined U.S. assets of
$100 billion or more must report to the Board summary information
about its stress testing activities and results, and section 252.158(c)(2) provides for certain reporting obligations if a foreign
banking organization with com- bined U.S. assets of $100 billion or
more is in a net due from position.

RI-10
December 2019

FR Y-7