Reporting Application form

INSTRUCTIONS FOR PREPARATION OF

Application for a Foreign Organization
to Acquire a U.S. Bank or Bank
Holding Company
FR Y-3F

Purpose
This application collects data that are used to evaluate
the existing and pro forma ownership structure and
financial condition of the applicant and its proposed
subsidiary(ies), the home country supervisory regime,
and the transaction’s effects on (i) competition in the
relevant market(s), (ii) the convenience and needs of
the public, and (iii) the stability of the United States
banking and financial system.

Who Must File This Application
This form should be used for applications filed with the
Federal Reserve System (the “Federal Reserve”) by any
company organized under the laws of a foreign country that is seeking to acquire a U.S. bank or bank holding company pursuant to section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC
Act,”—12 U.S.C. 1842).

Nonbanking Investments and Activities
Certain additional information is required if the applicant, in connection with the proposed transaction,
intends to acquire nonbanking operations, including a
savings association or other nonbank insured depository institution. Any nonbanking investments or
activities that are to be acquired under the authority of
sections 4(c)(8) and 4(j) of the BHC Act require the
prior approval of the Board and a companion FR Y-4
notification. (See section 225.28 of the Board of Governors of the Federal Reserve System’s (the “Board’s”)
Regulation Y for a listing of permissible nonbanking
activities approved by regulation and section 225.24 for
application procedures to engage in those and other
nonbanking activities.) Any nonbanking operations
that are to be acquired under other provisions within
section 4 of the BHC Act and that do not require the
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prior approval of the Board should be identified separately with relevant authorities cited. (See sections
225.22, 225.86 and 225.170 of Regulation Y for activities and investments that generally do not require the
prior approval of the Board.) See also Item 18 below.

Tiered Applicant Organizations
In tiered organizations, the applicant should consult
with the Reserve Bank of the Federal Reserve district
in which the head office of the applicant or its sole or
principal banking subsidiary either will be or is currently located (the “appropriate Reserve Bank”)
regarding the financial and managerial information
that should be provided.

Financial Holding Companies
If the applicant seeks to become a financial holding
company in connection with the proposed transaction,
it must submit the necessary written declaration as part
of the FR Y-3F filing. The declaration must conform
to section 4(l) of the BHC Act and Regulation Y (sections 225.81 and 225.82, or sections 225.90, 225.91 and
225.92, as appropriate). The applicant should contact
the appropriate Reserve Bank and consult the Board’s
public website for further information.
If the applicant is a financial holding company that is
seeking to acquire a depository institution that is not
well capitalized or well managed, the applicant must
contact the appropriate Reserve Bank regarding the
development and execution of an agreement under
section 4(m) of the BHC Act acceptable to the Federal
Reserve. The agreement will outline the actions to be
taken by the applicant to address the financial and/or
managerial deficiencies of the depository institution,
and any limitations on the activities of the applicant
until those deficiencies are satisfactorily addressed.
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General Instructions

Preparation of Application
An applicant should consult the Board’s Regulation Y
(12 CFR Part 225), a copy of which is available on the
Board’s public website or from any Reserve Bank.
Additional filing information is also available on the
Board’s public website. An applicant may submit a
pre-filing before filing a formal application.1
Inquiries regarding the preparation and filing of applications should be directed to the appropriate Reserve
Bank. Applicants are encouraged to contact Federal
Reserve staff as soon as possible for assistance in identifying the information that should be provided in the
application (particularly information related to convenience and needs, competitive or financial stability
considerations, and management official interlocks
subject to Regulation L (12 CFR Part 212)) and to
determine whether an examination of the bank(s) to be
acquired will be required in connection with the proposed transaction.
The application is filed by submitting the information
requested in this form to the appropriate Reserve
Bank. Applicants are strongly encouraged to submit
their applications electronically through the Federal
Reserve System’s web-based application (E-Apps).2
Additional information on E-Apps may be found on
the Board’s public website. Alternative formats to this
form, if used, must include all requested information.
In order to be considered properly filed in accordance
with the requirements of the BHC Act, the application
must be substantially complete and responsive to all
information requested (including an indication of “not
applicable” or “none” if such is the case).
The appropriate Reserve Bank will review the submitted application to determine if it is substantially complete. If the application is considered complete, an
acknowledgment letter will be sent indicating the date
the application has been formally accepted for processing. If not considered complete, the application will be
returned to the applicant. As necessary to complete the
record, a request for additional information will be sent
to the contact person named in the application. Under
certain circumstances, name check and financial information related to individuals involved in a proposed
transaction may be required. Such information for
1. See SR letter 12-12 on the Board’s public website.
2. The application may alternatively be submitted in paper form.

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individuals should be submitted on the Interagency
Biographical and Financial Report (FR 2081c; OMB
No. 7100-0134), and may be submitted in advance of
the application.3 Contact the appropriate Reserve
Bank for further information.
During processing of the application, if there are any
material changes to the information initially furnished
in the application, these changes should be communicated promptly to the appropriate Reserve Bank.

Publication Requirement
For applications filed pursuant to section 3 of the
BHC Act, the applicant is required to publish a notice
in a newspaper of general circulation in the community(ies) in which the head offices of each bank to be
directly or indirectly acquired is located. The newspaper notice should provide opportunity for the public to
submit written comments on the proposal for at least
30 calendar days after the date of publication, and
must be published no more than 15 calendar days
before and no later than 7 calendar days after the date
the application is filed with the appropriate Reserve
Bank. The Federal Reserve will publish notice of the
proposal in the Federal Register upon receipt of the
application. On written request by the applicant, the
notice in the Federal Register may be published up to
no more than 15 calendar days before the application is
filed.
The applicant should contact the appropriate Reserve
Bank or consult the Board’s public website for the publication format. A copy of the newspaper notice publication must be provided to the appropriate Reserve
Bank. In addition, proof of newspaper publication
should be provided, when available.
The following is a sample notice:
Notice of Application for
(Formation of Bank Holding Company) or
(Acquisition of a Bank or Bank Holding Company by a
Bank Holding Company) or
(Merger of Bank Holding Companies)
(Name and location of head office) intends to apply to
the Federal Reserve Board for permission to (form a
bank holding company with respect to) (acquire a
3. See SR 15-8 Name Check Process for Domestic and International
Applications.

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bank,)(acquire/merge with another bank holding company,) (name and location of head office). We intend to
acquire control of (name of bank and location of head
office; include name and location of savings association
or other nonbank insured depository institution, if any).
The Federal Reserve considers a number of factors in
deciding whether to approve the application, including
the record of performance of banks we own in helping
to meet local credit needs.
You are invited to submit comments in writing on this
application to (name of the Reserve Bank contact) at
the Federal Reserve Bank of
, (address of
appropriate Reserve Bank). The comment period will
not end before (date must be no less than 30 days from
the date of publication of the application) and may be
somewhat longer. The Board’s procedures for processing applications may be found at 12 CFR Part 262.
Procedures for processing protested applications may
be found at 12 CFR 262.25. To obtain a copy of the
Federal Reserve Board’s procedures, or if you need
more information about how to submit your comments on the application, contact (name of Reserve
Bank contact and telephone number). The Federal
Reserve will consider your comments and any request
for a public meeting or formal hearing on the application if they are received in writing by the Reserve Bank
on or before the last day of the comment period.

Confidentiality
Under the provisions of the Freedom of Information
Act (the “FOIA” - 5 U.S.C. § 552), the application is a
public document and available to the public upon
request. Once submitted, an application becomes a
record of the Board and may be requested by any
member of the public. Board records generally must be
disclosed unless they are determined to fall, in whole or
in part, within the scope of one or more of the FOIA
exemptions from disclosure. See 5 U.S.C. § 552(b)(l)-(9).
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). The applicant may
request confidential treatment for any information
submitted in or in connection with its application that
the applicant believes is exempt from disclosure under
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the FOIA. For example, if the applicant is of the opinion that disclosure of commercial or financial information would likely result in substantial harm to its competitive position or that of its subsidiaries, or that
disclosure of information of a personal nature would
result in a clearly unwarranted invasion of personal
privacy, confidential treatment of such information
may be requested.
The request for confidential treatment must be submitted in writing concurrently with the filing of the application (or subsequent related submissions), and must
discuss in detail the justification for confidential treatment. Such justification must be provided for each portion of the application (or related submissions) for
which confidential treatment is requested. The applicant’s reasons for requesting confidentiality must specifically describe the harm that would result from public release of the information. A statement simply
indicating that the information would result in competitive harm or that it is personal in nature is not sufficient. In addition, a claim that disclosure would violate
the law or policy of a foreign country is not, in and of
itself, sufficient to exempt information from disclosure.
The applicant must demonstrate that disclosure would
fall within the scope of one or more of the FOIA
exemptions from disclosure. The applicant must follow
the steps outlined immediately below, and certify in the
application (or related submissions) that these steps
have been followed.
Information for which confidential treatment is
requested should be: (1) specifically identified in the
public portion of the application (by reference to the
confidential section); (2) separately bound; and
(3) labeled “CONFIDENTIAL.”
With respect to applications that include information
regarding an individual or individuals associated with
the proposed transaction, the Board expects the applicant to certify that it has obtained the consent of the
individual(s) to public release of such information
prior to its submission to the Board or, in the absence
of such consent, to submit (or ensure that the individual(s) submit(s)) a timely request for confidential treatment of the information in accordance with these
instructions. Information submitted directly by an
individual or individuals will become part of the relevant application record, and, accordingly, will be a
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Board record subject to being requested by any member of the public under the FOIA.
The Federal Reserve will determine whether information submitted as confidential will be so regarded, and
will advise the applicant of any decision to make available to the public information labeled “CONFIDENTIAL.” However, it shall be understood that, without
prior notice to the applicant, the Board may disclose or
comment on any of the contents of the application in
the Order or Statement issued by the Board in connection with its decision on the application. The Board’s
staff normally will apprise the applicant in the course
of the review process that such information may need
to be disclosed in connection with the Board’s action
on the application.
For further information on the procedures for requesting confidential treatment and the Board’s procedures
for addressing such requests, consult the Board’s Rules
Regarding Availability of Information, 12 CFR part
261, including 12 CFR 261.15, which governs requests
for confidential treatment.

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

Supporting Information
The Federal Reserve specifically reserves the right to
require the filing of additional statements and information. The formal questions in the application are not
intended to limit an applicant’s presentation. The
applicant bears the full burden for presenting and
documenting a case that meets the statutory criteria for
approval. Supporting information for any or all factors, setting forth the basis for the applicant’s judgment, may accompany the application.
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Compliance
The applicant is expected to comply with all representations and commitments made in this application.
The applicant should immediately contact the appropriate Reserve Bank if there is any material change in
the information contained in the application prior to
consummation.

Requested Information
I. Proposed Transaction
Item 1
Provide the following with respect to the Bank/Bank
Holding Company to be acquired:
1. Total number of shares of each class of stock
outstanding;
2. Number of shares of each class now owned or
under option by the applicant, by subsidiaries of
the applicant, by principals of the applicant,4 by
trustees for the benefit of the applicant, its subsidiaries, shareholders, and employees as a class,
or by an escrow arrangement instituted by the
applicant;
3. Number of shares of each class to be acquired
by cash purchase, the amount to be paid, per
share and in total, and the source of funds to be
applied to the purchase;
4. Number of shares of each class to be acquired
by exchange of stock, the exchange ratio, and
the number and description of each class of the
applicant’s shares to be exchanged;
5. A copy of the purchase, operating or other
agreements associated with the proposed transaction. Also, provide the expiration dates of any
4. The term principal as used herein means any individual or corporation that (1) owns or controls, directly or indirectly, individually or as
a member of a group acting in concert, 10 percent or more of any class
of voting securities or other voting equity interest of the entity; (2) is a
director, trustee, partner, or executive officer; or (3) with or without
ownership interest, participates, or has the authority to participate in
major policy-making functions, whether or not the individual has an
official title or is serving without compensation. If the applicant
believes that any such individual should not be regarded as a principal,
the applicant should so indicate and give reasons.

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contractual arrangement between the parties
involved in this application and a brief description of any unusual contractual terms, especially
those terms not disclosed elsewhere in the
application;
6. If the proposed transaction is an acquisition of
assets and assumption of liabilities, indicate the
total price, and the source of funds that the
applicant intends to use for the proposed purchase, and discuss the effect of the transaction
on the operations of the applicant;
7. Describe briefly the due diligence review conducted on the target company by the applicant.
Indicate the scope of and the resources committed to the review, explain any adverse findings,
and describe the corrective action(s) to be taken
to address those deficiencies;
8. List all regulatory approvals and filings required
for the proposed transaction and provide a copy
of any related required U.S. regulatory filing; and
9. A copy of any findings, orders, approvals, denials or other documentation regarding the proposed transaction issued by any regulatory
authority.

Item 2
1. Describe the transaction’s purpose and strategic
impact. Identify any changes to the business
plan of the Bank/Bank Holding Company to be
acquired or the Resultant Institution. Identify
any new business lines.
2. Discuss any material change in the financial
condition of Bank/Bank Holding Company
since the most recent examination/inspection.
Indicate the amount of any dividend payment
by Bank/Bank Holding Company since the date
of the most recent report of condition and
report of income and dividends. Also, indicate
the amount of any Bank/Bank Holding Company dividends that are planned prior to consummation.

Item 3
1. For applications filed pursuant to section 3(a)(1) of the BHC Act, which represents
FR Y-3F

the initial acquisition of bank shares or assets,
provide for the applicant and the Bank a list of
principals (including changes or additions to
this list to reflect consummation of the transaction). With regard to each principal, provide
information as follows:
a. Name and address (City and State/Country).
If the principal’s country of citizenship is
different from his or her country of residence, then state the country of citizenship.
b. Title or positions with the applicant and the
Bank.
c. Number and percentage of each class of
shares of the applicant and the Bank owned,
controlled, or held with power to vote by this
individual.5
d. Principal occupation if other than with the
applicant or the Bank.
e. Percentage of direct or indirect ownership, if
such ownership represents 10 percent or
more of any class of shares, or positions held
in any other U.S. depository institution or
depository institution holding company.6
Give the name and location of such other
U.S. depository institution or depository
institution holding company. (Information
that has been collected or updated within the
past 12 months may be submitted, unless the
applicant has reason to believe that such
information is incorrect.)
f. Interagency Biographical and Financial
Reports (IBFRs) are required for certain
individuals. Consult with the appropriate
Reserve Bank for guidance on who should
file an IBFR. See SR 15-8 Name Check Process for Domestic and International Applications for more details.
g. If the principal is a corporation or partnership, provide financial statements (balance
5. Include shares owned, controlled or held with power to vote by
principal’s spouse, dependents, and other immediate family members.
Give record ownership and, to the extent information is available, beneficial ownership of shares held by trustees, nominees, or in street
names.
6. For purposes of the application, a depository institution is
defined as a commercial bank (including a private bank), a savings
bank, a trust company, a savings and loan association, a homestead
association, a cooperative bank, an industrial bank, or a credit union.

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General Instructions

sheets and income statements) for the two
most recent fiscal years and the most recent
quarter end. Discuss any negative trends in
the financial statements.
2. For application filed pursuant to sections
3(a)(3) of the BHC Act, which concerns subsequent acquisition of bank shares, or 3(a)(5) of
the BHC Act, which concerns bank holding
company mergers, list any changes in management or other principal relationships for the
applicant and any other Bank(s)/Bank Holding
Company(ies) that would result from the proposal. For any existing or proposed principal of
the applicant or the Bank/Bank Holding Company that is also a principal of any other U.S.
depository institution or depository institution
holding company, provide the following
information:
a. Name, address, and title or position with the
applicant, Bank/Bank Holding Company,
and any other U.S. depository institution or
depository institution holding company (give
name and location of the other U.S. depository institution or depository institution
holding company).
b. Number and percentage of each class of
shares of the applicant and Bank/Bank
Holding Company owned, controlled, or
held with power to vote by this individual.7
c. Principal occupation if other than with the
applicant or the Bank/Bank Holding
Company.
d. Percentage of direct or indirect ownership
held in the other U.S. depository institution
or depository institution holding company if
such ownership represents 10 percent or
more of any class of shares. (Information
that has been collected or updated within the
past 12 months may be substituted, unless
the applicant has reason to believe that such
information is incorrect.)

7. As defined in footnote #5.

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II. Operations, Structure, and Ownership of
Applicant
Item 4
1. For a foreign organization seeking initial entry:
a. Discuss whether the applicant engages
directly in the business of banking outside
the United States. In this regard, the applicant should address whether it engages
directly in banking activities usual in connection with the business of banking in the
countries in which it is organized or
operating.
b. Provide a brief history of the applicant,
including ranking by asset size in the home
country.
c. Provide a brief summary of the applicant’s
experience in international banking. The discussion should include a general description
of the volume and character of the applicant’s current international business and the
location, number, and asset size of direct
offices overseas.
d. Provide an organization chart for the applicant and its ultimate parent, if any, showing
all subsidiaries of the applicant and its ultimate parent.8
e. Provide the name, asset size, general activities, place of incorporation, and ownership
share held by the applicant for each of the
applicant’s direct and indirect subsidiaries
that comprise 1 percent or more of the applicant’s worldwide consolidated assets.
f. List all persons (natural or legal) in the
upstream chain of ownership of the applicant who, directly or indirectly, own 5 percent or more of the voting shares of the
applicant and its ultimate parent, if any. Provide information concerning any voting
agreements or other mechanisms that exist
8. The “ultimate parent” of a foreign bank is the parent of the foreign bank that is not a subsidiary of any other company. A “subsidiary”
is any organization 25 percent or more of whose voting shares is
directly or indirectly owned, controlled, or held with the power to vote
by a company, including a foreign bank or foreign banking organization, or any organization that is otherwise controlled or capable of
being controlled by foreign bank or foreign banking organization.

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General Instructions

among shareholders for the exercise of control over the applicant or its ultimate parent.
g. For the two individuals with the most senior
decision-making authority for any applicant
foreign bank, provide the biographical information requested in the Interagency Biographical and Financial Report FR 2081c
(the Financial Report need not be provided).
This information may be submitted in
advance of the application. See SR 15-8
Name Check Process for Domestic and
International Applications for more details.
h. Describe the methods used by the applicant
to monitor and control its operations,
including those of its domestic and foreign
subsidiaries and offices (e.g., through internal reports and internal audits). Note the
scope and frequency of those methods and
whether the methods are subject to review by
external auditors and/or the home country
supervisor. Also, state whether audit results
are shared with the home country supervisor
and/or the applicant’s external auditors.
2. For a foreign organization that has previously
been approved to acquire a U.S. bank or to
establish a U.S. branch or agency:
a. Provide current information on the foreign
bank’s ranking by asset size in the home
country.
b. Provide current information regarding all
persons (natural as well as legal) in the
upstream chain of ownership of the applicant who, directly or indirectly, own 5 percent or more of the voting shares of the foreign bank and its ultimate parent, if any.
Provide information concerning any voting
agreements or other mechanisms that exist
among shareholders for the exercise of control over the applicant or its ultimate
parent(s).
c. Confirm (or modify as appropriate) that
there have been no material changes in the
methods used by the foreign bank to monitor and control its operations, including
those of its domestic and foreign subsidiaries, since the Federal Reserve’s most recent
determination that the foreign bank is subFR Y-3F

ject to comprehensive consolidated
supervision.

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

Item 5
Provide the following for the applicant:
1. Parent-only and consolidated balance sheets
showing separately each principal group of
assets, liabilities and capital accounts as of the
end of the most recent fiscal quarter and the two
(2) most recent fiscal year-ends; debit and credit
adjustments (explained by detailed footnotes)
reflecting the proposed transaction; and the
resulting pro forma balance sheet.
NOTE: The financial information provided
should be in sufficient detail to reflect common
equity and preferred stock, other qualifying
capital, long- and short-term debt, and goodwill
and all other types of intangible assets.9 A broad
discussion on the valuation of the target entity
and any anticipated goodwill and other intangible assets should also be provided.
2. If the applicant and any foreign parent bank are
subscribing to the Basel Accord, indicate the
approach (standardized or advanced) followed
by the applicant for calculating risk-weighted
assets. Provide, on a consolidated basis, a breakdown of each organization’s risk-weighted
assets as of the end of the most recent fiscal
quarter, showing each principal group of onand off-balance sheet assets and the relevant
risk-weight. Also, identify the components of
actual and pro forma common equity tier 1,
additional tier 1, and tier 2 capital pursuant to
capital adequacy regulations, and provide calculations of actual and pro forma common equity
tier 1 capital, tier 1 capital, total capital, and
leverage ratios for the applicant and any parent
foreign bank. If applicable, provide (i) the capital measure used as numerator and the exposure
measure used as denominator in the calculation
of the Basel III leverage ratio, (ii) the minimum
9. Other qualifying capital includes, but is not limited to, trust preferred securities.

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home country leverage ratio if the home country
supervisor has established a leverage ratio separate from or in addition to the Basel III leverage
ratio, and (iii) actual and pro forma supplementary leverage ratios for each organization pursuant to the home country capital adequacy guidelines. The actual and pro forma capital ratios
should reflect both the minimum capital requirements and all applicable capital buffers. Provide
the amount, maturity, and a brief description of
debt instruments and indicate which instruments qualify under the Basel risk-based capital
guidelines as tier 2 capital for each organization.
If the home country capital standards for the
applicant or any parent foreign bank differ from
those established under the Basel Accord, provide information concerning the capital standard applied in the home country of the applicant and any parent foreign bank, as well as
information sufficient to evaluate each organization’s capital position adjusted, as appropriate,
for accounting and structural differences.
3. Income statements, parent-only and consolidated, showing separately each principal source
of revenue and expense, through the end of the
most recent fiscal quarter and for the past two
(2) fiscal years.
4. Material changes between the date of the balance sheets and the date of the application
should be disclosed (explained by footnotes). If
there are no material changes, a statement to
that effect should be made.
5. Current information that will enable the Board
to make a judgment as to the quality of the
applicant’s assets. The information should be
presented for the applicant’s consolidated organization and, if available, should include, but
need not be limited to, the following (the applicant should provide definitions of the terms):
a. Asset classifications or assessments made by
foreign banking authorities;
b. Delinquencies;
c. Non-accrual loans;
d. Assets acquired in satisfaction of debts previously contracted;
e. Loans with reduced interest charges or otherwise restructured; and
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f. Foregone interest income on non-accrual
and reduced interest loans.
6. Total reserves available to cover credit-related
losses for the most recent fiscal quarter-end and
the two most recent fiscal year-ends. The total
reserve amounts should be broken down into
“specific” “general,” and/or other relevant
categories.

Item 6
Provide the following for the target bank/bank holding
company:
1. As of the most recent quarter, actual and pro
forma balance sheet.
2. As of the most recent quarter, actual and pro
forma common equity tier 1, additional tier 1,
and tier 2 capital and calculations of actual and
pro forma common equity tier 1 capital, tier 1
capital, total capital, and leverage ratios.

Item 7
Describe any litigation or investigations by local, state,
or federal authorities involving the applicant or any of
its subsidiaries or the target or any of its subsidiaries
that is currently pending or was resolved during the
past two years.

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

Item 8
1. For a foreign organization seeking initial entry:
Describe the bank regulatory system that exists
in the home country of the applicant and, if different, the home country of any foreign bank in
the ownership chain.10 The response should
identify the applicant’s primary home country
supervisor and the major laws governing the
applicant’s operations and activities. The
description also should include a discussion of
each of the following:
a. The scope and frequency of on-site examinations by the home country supervisor:
Describe the scope and frequency of onsite
examinations, identifying the operational
areas reviewed and the general procedures
used by the home country supervisor to
evaluate asset quality and internal controls.
10. If the Federal Reserve has previously determined that another
bank or a bank holding company from the applicant’s home country is
subject to comprehensive consolidated supervision, the applicant may
request a copy of the previous application from the Federal Reserve
under the FOIA. After reviewing the record in the previous application,
the applicant may make a statement that, if such is the case, it is subject
to the same supervisory regime as the foreign bank previously considered by the Federal Reserve, rather than responding to each subpart of
this Item. In addition, the applicant should confirm that there have
been no material changes in the manner in which the applicant is supervised and regulated by its home country supervisor(s) since that previous application or, if material changes have occurred, the applicant
should describe such changes.

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July 2018

General Instructions

b.

c.

d.

e.

Also, discuss the manner in which the home
country supervisor monitors the condition
and operations of the applicant’s subsidiaries and foreign offices.
Off-site monitoring by the home country
supervisor: Discuss the general type and frequency of filing of regulatory and financial
reports submitted by the applicant to the
home country supervisor. Specify whether
the reports contain information on the
domestic and foreign subsidiaries of the
applicant and, if so, whether this information is provided on a consolidated basis or
for each entity separately.
The role of external auditors: Discuss the
general frequency, nature, and scope of
review of the applicant (including subsidiaries and foreign offices) performed by external
auditors, particularly with respect to the
review of asset quality and internal controls.
Discuss whether the home country supervisor sets standards for such reviews and the
manner (if at all) by which the external audit
results are communicated to the home country supervisor. Include a brief discussion of
the general standards or requirements that
apply to the external auditors themselves.
Transactions with affiliates: Indicate whether
(and, if so, discuss how) the home country
supervisor regulates and monitors the applicant’s transactions with its affiliates (e.g.,
through reporting requirements, lending limits, or other restrictions). Define the home
country’s definition of “affiliate” for this
purpose (if different from the Federal
Reserve’s definition11), and specify whether
any such restrictions apply to “upstream,”
“downstream,” or “sister” affiliates.
Other applicable prudential requirements: To
the extent not previously addressed, describe
any prudential limitations (e.g., with respect
to capital adequacy, asset classification and
provisioning, single or aggregate credit and
foreign currency exposure limits, and liquidity) that are imposed on the operations of

11. An “affiliate” of a foreign bank or of a parent of a foreign bank
is any company that controls, or is controlled by, or is under common
control with, the foreign bank or the parent of the foreign bank.

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July 2018

the applicant. Describe the methods used by
the home country supervisor to monitor
compliance with these limitations.
f. Remedial authority of the home country
supervisor: Describe the general methods
available to the home country supervisor to
enforce the applicant’s compliance with prudential controls and other supervisory or
regulatory requirements.
g. Prior approval requirements: Indicate
whether prior approval of the home country
supervisor is needed for the applicant to
make investments in other companies, or
generally to establish overseas offices. Indicate the type of information the home country supervisor reviews in making its
determination.
2. For a foreign organization that has previously
been approved to acquire a U.S. bank or to
establish a U.S. branch or agency:
Provide the date of the Federal Reserve’s most
recent determination that the foreign bank is
subject to comprehensive consolidated supervision. Confirm (or modify as appropriate) that
there have been no material changes in the manner in which the foreign organization, including
any parent holding companies, is supervised and
regulated by its home country supervisor(s)
since that time.

Item 9
Indicate what other home country regulatory authorities, if any, in addition to the primary home country
supervisor, supervise subsidiaries or particular activities of the applicant. Briefly describe the financial
and/or examination requirements, including the general scope and frequency of on-site examinations, if
any, of each such regulatory authority. Also, discuss
whether such regulatory authorities exchange information with the primary home country supervisor, including financial or other supervisory information.

V. Anti-Money Laundering and Other
Related Measures
Item 10
1. For a foreign organization seeking initial entry:
FR Y-3F

General Instructions

a. Describe any home country laws or regulations that are designed to deter or prohibit
money laundering, terrorist financing, or
other illicit activities. Also, describe the
requirements that the applicant’s (and any
foreign bank parent’s) home country supervisor imposes on banks for the detection and
prevention of money laundering, terrorist
financing, and other illicit activities, and the
reporting of suspicious transactions.
b. Discuss the actions taken by the applicant
(and any foreign bank parent) to ensure that
the bank and its offices and subsidiaries have
implemented sufficient safeguards to prevent
such operations from being used for purposes of money laundering, terrorist financing, or other illicit activities. The response
should describe:
(i) the anti-money laundering policies and
procedures implemented, including
any customer due diligence, recordkeeping, and cash and/ or suspicious
transaction reporting requirements;
(ii) the steps taken to ensure compliance
with these policies and procedures
(including the nature and frequency of
employee training and compliance
monitoring by internal auditors); and
(iii) the extent to which these policies and
procedures are subject to independent
external audit and examination by the
home country supervisor.
The response should indicate whether the financial institution-specific recommendations of the
Financial Action Task Force (“FATF”) have
been implemented throughout the organization.12 The response also should confirm (or
modify as appropriate) that the anti-money
laundering and counter-terrorist financing policies and procedures would be implemented at the
acquired U.S. bank and/or bank holding
company.

2. For a foreign organization that has previously
been approved to acquire a U.S. bank or to
establish a U.S. branch or agency:
If applicable, discuss any material changes either
in the anti-money laundering laws and regulations of the home country of the foreign bank
or in the foreign bank’s anti-money laundering
and counter-terrorist financing policies and procedures, since the Federal Reserve’s most recent
review of such matters.

VI. Competition
If the subject transaction is a bank holding company
formation involving only one bank or an application
filed pursuant to section 3(a)(3) or 3(a)(5) of the BHC
Act to acquire a de novo bank, a response to items 11
and 12 is not required. Otherwise, the applicant should
contact the appropriate Reserve Bank to determine
whether a response to items 11 and 12 will be necessary. If a response is required, the applicant should
obtain a preliminary definition of the relevant banking
markets from the appropriate Reserve Bank. If the
applicant disagrees with the Reserve Bank’s preliminary definition of the banking market(s), it may, in
addition to supplying the information requested on the
basis of the Reserve Bank’s definition of the banking
market(s), include its own definition of the banking
market(s), with supportive data, and answer the questions based on its definition. If later analysis leads Federal Reserve staff to alter the preliminary definition
provided, the applicant will be so informed.

Item 11
Discuss the effects of the proposed transaction on
competition considering the structural criteria specified in the Board’s Rules Regarding Delegation of
Authority (section 265.11c(11)(v)). The applicant may
be required to provide additional information if Federal Reserve staff determines that the proposal exceeds
existing competitive guidelines. Also, if divestiture of
all or any portion of any bank or nonbanking company constitutes part of the proposal, discuss in detail
the specifics and timing of such divestiture.

Item 12
12. These recommendations can be obtained from the following
website: http://www.fatf-gafi.org/topics/fatfrecommendations

FR Y-3F

If the proposal involves the acquisition of nonbank
operations under section 4(c)(8) and 4(j) of the BHC
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July 2018

General Instructions

Act, a Form FR Y-4 should be submitted in connection with the FR Y-3F filing. At a minimum, the information related to the nonbank operations should
include the following:
1. A description of the proposed activity(ies);
2. The name and location of the applicant’s and
the target’s direct or indirect subsidiaries that
engage in the proposed activity(ies);
3. Identification of the geographic and product
markets in which competition would be affected
by the proposal;
4. A description of the effect of the proposal on
the competition in the relevant markets; and
5. A list of major competitors in each affected
market.
In addition, the applicant should identify any other
nonbank operations to be acquired, with brief descriptions of the activities provided.

VII. Convenience and Needs
Item 13
1. Describe how the proposal would assist in meeting the convenience and needs of the community(ies) to be served, including, but not limited to,
the following:
a. Summarize efforts undertaken or contemplated by the applicant to ascertain and
address the needs of the community(ies) to
be served, including community outreach
activities, as a result of the proposal.
b. For the combining institutions, list any significant anticipated changes in services or
products offered by the depository subsidiary(ies) of the applicant or target, as applicable, that would result from the consummation of the transaction.
c. To the extent that any products or services of
the depository subsidiary(ies) of the applicant or target, as applicable, would be
offered in replacement of any products or
services to be discontinued, indicate what
these are and indicate how they would assist
GEN-12
July 2018

in meeting the convenience and needs of the
communities affected by the transaction.
d. Discuss any enhancements in products or
services expected to result from the
transaction.
2. Describe how the applicant and the resultant
institution, including its depository subsidiary(ies), would assist in meeting the existing and
anticipated needs of its community(ies) under
the applicable criteria of the Community Reinvestment Act (CRA) regulation, including the
needs of low- and moderate income geographies
and individuals. This discussion should include,
but not necessarily be limited to, a description of
the following:
a. The significant current and anticipated programs, products, and activities, including
lending, investments, and services, as appropriate, of the depository subsidiary(ies) of
the applicant and the resultant institution, as
appropriate.
b. The anticipated CRA assessment areas to be
designated by the depository subsidiary(ies)
of the combined institution. If assessment
areas of the depository subsidiary(ies) of the
resultant institution would not include any
portion of the current assessment area of
that subsidiary, describe the excluded areas.
c. The plans for administering the CRA program for the combined organization and its
subsidiary(ies) following the transaction.
d. For a subsidiary of the applicant or target, as
appropriate, that has received a CRA composite rating of “needs to improve” or “substantial noncompliance” institution-wide or,
where applicable, in a state or multi-state
MSA, or has received an evaluation of less
than satisfactory performance in an MSA or
in the non-MSA portion of a state in which
the applicant is expanding as a result of the
transaction, describe the specific actions, if
any, that have been taken to address the deficiencies in the institution’s CRA performance record since the rating.
3. List all offices of the depository subsidiary(ies)
of the applicant or target that (a) will be established or retained as branches, including the
FR Y-3F

General Instructions

main office, of the target’s depository subsidiary(ies), (b) are approved but unopened branch(es)
of the target’s depository subsidiary(ies), including the date the current federal and state agencies granted approval(s), and (c) are existing
branches that will be closed or consolidated as a
result of the proposal to the extent the information is available and indicate the effect on the
branch customers served. For each branch, list
the popular name, street address, city, county,
state, and zip code specifying any that are in
low- and moderate-income geographies.13

Financial Service

Acquirer

Target

Short-term funding (e.g., in repos, fed
funds)
Underwriting services (e.g., equity, corporate bonds, commercial
paper, ABS)
Trading activities (e.g., equity, corporate
bonds, derivatives)
Payments, clearing, settlement, and custody services
Prime brokerage
Securities lending
Corporate trust
Correspondent banking
Wealth management
Insurance (including reinsurance)

VIII. Financial Stability
IX. Other Matters
Item 14
1. If either the acquirer or the target’s total assets
of U.S. operations exceed $10 billion as of the
most recent quarter for which data is available,
address the following questions.
a. If either the acquirer or the target conducts
any cross-border activities, please describe
the nature of these activities and the
amounts of cross-border assets and liabilities
as of the most recent quarter for which data
is available.
b. For each financial service below, if the dollar
volume related to the service provided either
by the acquirer or the target exceeds $1 billion, please report the annual volume over
the past 12 months (otherwise, do not
report).

13. Please designate branch consolidations as those terms are used in
the Joint Policy Statement on Branch Closings, [64 FR 34844 (June 29,
1999)].

FR Y-3F

Item 15
1. For a foreign organization seeking initial entry:
List all jurisdictions (in addition to the home
country) in which the applicant has material
operations.14 For each such jurisdiction,
describe any secrecy laws or other impediments
that would restrict the ability of the applicant or
its ultimate parent, if any, from providing information on the operations or activities of the
applicant and any of its affiliates that the Board
deems necessary to determine and enforce compliance with the International Banking Act, the
BHC Act, and other applicable federal laws. If
any material impediments exist, discuss the
manner in which the applicant and its ultimate
parent, if any, propose to provide the Board
with adequate assurances of access to
information.
14. Material operations exist in any jurisdiction in which the direct
and indirect activities in that jurisdiction, in the aggregate, account for
5 percent or more of the consolidated, worldwide assets of the foreign
bank or its ultimate parent.

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July 2018

General Instructions

2. For a foreign organization that has previously
been approved to acquire a U.S. bank or to establish a U.S. branch or agency: Indicate whether
there have been any changes to the list of jurisdictions in which the applicant or its ultimate
parent, if any, has material operations since such
information was previously provided to the Federal Reserve. For any additional such jurisdiction, describe any secrecy laws or other impediments that would restrict the ability of the applicant or its ultimate parent, if any, to provide
information on the operations or activities of
the applicant and any of its affiliates that the
Federal Reserve deems necessary to determine
and enforce compliance with the International
Banking Act, the BHC Act, and other applicable federal laws. If such impediments exist,
discuss the manner in which the applicant and
its ultimate parent, if any, propose to provide
the Federal Reserve with adequate assurance of
access to such information.

Item 16
State whether the applicant(s), upon consummation of
the subject proposal, would be a qualifying foreign
banking organization as defined in Section 211.23(a)
of Regulation K, and provide the necessary information to support such a determination. In tiered organizations, if a foreign bank applicant meets the requirements of section 211.23(a) but the ultimate parent
applicant does not, then indicate whether the ultimate
parent applicant would satisfy the requirements set
forth in section 211.23(c) of Regulation K, and provide
the necessary information to support that determination. To the extent the information requested in this
item has been provided in other report forms (FR Y-7)
filed with the Federal Reserve, the applicant(s) may
include such information by reference to those filings.

Item 17
If the applicant’s home country maintains capital
export controls, discuss in detail the limitations such
controls would place on the applicant’s ability to serve
as a source of strength to its United States banking
interests.
GEN-14
July 2018

Item 18
If the applicant itself, or any company (banking and
nonbanking) in which it will have direct or indirect
ownership or control of more than 5 percent of the
voting shares, will engage directly or indirectly at the
time of consummation of this proposal in any nonbanking activities in the United States, provide the
following:
1. Name, location, and a detailed description of all
the activities for each company (or the applicant
itself);
2. The state(s) or geographical areas in which each
nonbanking activity will be performed; and
3. The specific section and paragraph of the BHC
Act or of Regulation K or Regulation Y that the
applicant believes provides authority for acquisition or retention of each U.S. nonbanking activity and a description that demonstrates that
each activity will be conducted consistent with
the Board’s regulations and related interpretations. If the applicant has relied on the nonbanking exemptions afforded by Section 2(h)
and 4(c)(9) of the BHC Act (as implemented by
Section 211.23 of Regulation K) for certain
activities, provide information to support such a
determination. To the extent the information
requested in this item has been provided to the
Federal Reserve in other report forms (Form
FR Y-7 or FR Y-10F), the applicant may
include such information by reference to those
filings.

Item 19
The applicant and its ultimate parent, if any, should
provide (jointly or separately) the following commitments (including all footnotes) through an officer that
is authorized to bind the entity making the
commitment.
1. Assurances Commitment. Each of [name of the
applicant] (“Bank”), a bank organized under the
laws of [home country], and [name of ultimate
parent] (“Parent”), a [company/bank] organized
under the laws of [home country], will make
available to the Board of Governors of the Federal Reserve System (“Board”) such information
FR Y-3F

General Instructions

on the operations of Bank and any affiliate15 of
Bank that the Board deems necessary to determine and enforce compliance with the Bank
Holding Company Act, the International Banking Act, and other applicable federal law, provided that if the disclosure of such information
is prohibited by law or otherwise, Bank and Parent will cooperate with the Board including,
without limitation, by seeking to obtain timely
waivers of or exemptions from any applicable
confidentiality or secrecy restrictions or requirements in order to enable Bank or Parent to make
any such information available to the Board.
Bank and Parent agree that this commitment is
deemed to be a condition imposed in writing in
connection with the Board’s findings and decision on (insert information describing the application) and, as such, may be enforced in proceedings under applicable law.
2. Consent to Jurisdiction. Each of [name of the
applicant] (“Bank”), a bank organized under the
laws of [home country], and [name of ultimate
parent] (“Parent”), a [company/bank] organized
under the laws of [home country], consents to
the jurisdiction of the federal courts of the
United States and of all United States governmental agencies, departments and divisions for
purposes of any and all claims made by, proceedings initiated by, or obligations to, the
United States, the Board of Governors of the
Federal Reserve System (“Board”), and any
other United States governmental agency,
department or division, in any

15. An “affiliate” of a foreign bank is any company that controls, is
controlled by, or is under common control with, the foreign bank or the
parent of the foreign bank. See 12 C.F.R. §211.21.

FR Y-3F

matter arising under U.S. Banking Law.16
Each of Bank and Parent designates [name and
address] as its registered agent to receive service
of process on Bank or Parent in connection with
such action. Bank and Parent agree to maintain
a registered agent in the United States and to
notify the Board of any change in the designated
registered agent. Bank and Parent agree that this
commitment is deemed to be a condition
imposed in writing in connection with the
Board’s findings and decision on (insert information describing the application) and, as such,
may be enforced in proceedings under applicable law.
16. For purposes of this commitment, “U.S. Banking Law” means:
a. all federal and state statutes, rules, and regulations that the
Board, the Office of the Comptroller of the Currency (the
“OCC”), the Federal Deposit Insurance Corporation (the
“FDIC”), or any other federal banking agency or department (individually, a “Federal Banking Authority” and collectively, the “Federal Banking Authorities”) administers or
for which such Federal Banking Authority has rulemaking
or enforcement authority, including without limitation, all
provisions of Title 12, United States Code, as from time to
time may be applicable to [Bank], its subsidiaries and affiliates, and any institution-affiliated party (as defined in section 3(u) of the Federal Deposit Insurance Act (an “IAP”))
of each thereof;
b. all federal criminal laws of which violation(s) arise(s):
i. from the applicability of any provision of a U.S. Banking Law, or
ii. under Section 1001 of Title 18 of the United States
Code as it relates to information, statements, omissions,
writings, or reports to a Federal Banking Authority, or
iii. under Sections 1004 through 1007 of Title 18 of the
United States Code, or any other provisions of Title 18
of the United States Code applicable to the ownership,
control, operations or activities of a bank, bank holding
company, or subsidiary thereof, to the operations or
activities of a foreign bank or a branch or agency of a
foreign bank, or to the activities of any IAP with respect
to such bank, bank holding company, or subsidiary, or
branch or agency;
c. any order issued or written agreement entered into by any
Federal Banking Authority or an administrative law judge
acting under authority delegated by any Federal Banking
Authority or federal court of competent jurisdiction pursuant to a U.S. Banking Law against or with one or more of
[Bank or Parent], any subsidiary or affiliate, any IAP, or any
branch or agency;
d. the Bank Secrecy Act, or the Currency and Foreign Transactions Reporting Act.

GEN-15
July 2018