FRY3F_20240729_omb

Supporting Statement for the
Application for a Foreign Organization to Acquire a U.S. Bank or Bank Holding Company
(FR Y-3F; OMB No. 7100-0119)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years, with
revision, the Application for a Foreign Organization to Acquire a U.S. Bank or Bank Holding
Company (FR Y-3F; OMB No. 7100-0119). Under the Bank Holding Company Act of 1956
(BHC Act),1 any company, including a company organized under the laws of a foreign country,
that seeks to acquire a U.S. bank or bank holding company must receive approval from the Board
prior to doing so. The Federal Reserve uses the information collected by the FR Y-3F to
determine whether to approve an application for prior approval and, subsequently, to carry out its
supervisory responsibilities with respect to the foreign banking organization’s operations in the
United States.
The Board revised the FR Y-3F to add a question regarding the integration of the target
into the applicant; update or add certain citations and references; remove the sample publication
from the instruction; and add a clarifying footnote regarding the Interagency Biographical and
Financial Reports (IBFRs).
The current estimated total annual burden for the FR Y-3F is 92 hours, and would remain
the same. The form and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportingforms.
Background and Justification
The BHC Act requires that a company must apply for approval from the Board prior to
acquiring a U.S. bank or bank holding company.2 Section 3 of the BHC Act directs the Board to
consider the financial and managerial resources and future prospects of the banks involved in the
proposed transaction, the effectiveness of the institutions involved in combatting money
laundering, whether the transaction would result in greater or more concentrated risks to the
stability of the United States banking or financial system, and the effects of the proposed
transaction on the convenience and needs of the communities to be served. The Board also may
not approve transactions that would result in monopoly or have other anticompetitive effects,
unless such effects are clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community to be served. In addition, the
Board may not approve an application involving a foreign bank if the foreign bank is not subject
to comprehensive supervision or regulation on a consolidated basis by the appropriate authorities
in the bank’s home country.
The information collected in the FR Y-3F is necessary for the Board to fulfill its
responsibilities under the BHC Act with regard to foreign company acquirers of U.S. banks or
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2

12 U.S.C. § 1841 et seq.
12 U.S.C. § 1842.

bank holding companies.3 The FR Y-3F is the main source of comprehensive data on the
proposed transaction, including the present and pro forma financial condition of the applicant
and its proposed subsidiary(ies), the likely competitive effects of the proposal, and the proposal’s
likely effects on the convenience and needs of the community to be served. The Federal Reserve
uses the information collected to fulfill its obligation under the BHC Act to consider the statutory
factors listed above. After an application is approved, the Board uses the information collected
on the FR Y-3F in the supervision program for the foreign banking organization’s operations in
the United States. This information is not available from any other source and is necessary for
the Federal Reserve to determine whether a proposed transaction is consistent with the relevant
statutory factors for approval under the BHC Act and the Board’s Regulation Y - Bank Holding
Companies and Change in Bank Control (12 CFR Part 225).
Description of Information Collection
The FR Y-3F is filed by any company, organized under the laws of a foreign country that
is seeking to acquire a bank or bank holding company in the United States. Applicants provide
information regarding the statutory factors under section 3 of the BHC Act. The application must
contain the most recent information available so that the Federal Reserve can analyze
compliance with relevant statutory factors.
In addition to providing a complete application, an applicant is required to publish a
notice in a newspaper of general circulation in the community(ies) in which the head office of
each bank to be directly or indirectly acquired is located.4 The notice must state the name and
address of the applicant and all target banks and/or bank holding companies, and it must invite
the public to submit written comments to the appropriate Federal Reserve Bank. The newspaper
notice must be published no more than fifteen calendar days before and no later than seven
calendar days after the date that the application is filed with the appropriate Federal Reserve
Bank.
Respondent Panel
The FR Y-3F panel comprises any company organized under the laws of a foreign
country that seeks to acquire a U.S. bank or bank holding company.
Frequency and Time Schedule
The FR Y-3F application submitted pursuant to this form is event-generated and is filed
with the appropriate Reserve Bank. Applicants are strongly encouraged to submit their
applications electronically through the Federal Reserve System’s web-based platform, FedEZFile

3

The Foreign Bank Supervision Enhancement Act of 1991, Pub. L. No. 101-242, §§ 201-215, 105 Stat. 2286-305,
modified and clarified the Board’s authorities and responsibilities under section 3 of the BHC Act with respect to
such acquirers.
4 In connection with this proposal, the Board would amend the instructions to the FR Y-3F to clarify that an
applicant is not required to publish a newspaper notice in the community in which the head office of a target bank
holding company is located. The applicant is required to publish such a notice in the community(ies) in which the
head offices of each bank to be directly or indirectly acquired is located.

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(https://www.federalreserve.gov/supervisionreg/afi/afi.htm).5
Revisions to the FR Y-3F
The Board made the following revisions to the FR Y-3F.
References
1. Modified the language in the General Instructions by replacing references to E-Apps
with FedEZFile, which is the Board’s new web-based application that replaces
E-Apps and is used by filers to submit notices and applications to the Federal Reserve
System.
2. Removed the reference to Reserve Banks with regard to the applicant obtaining a
copy of the Board’s Regulation Y. A link to Regulation Y on the Board’s website is
already provided in the instructions.
3. Updated the reference to the Board’s Rules Regarding Availability of Information,
which governs requests for confidential treatment in the General Instructions. This
revision will correct the previous reference of 12 CFR 261.15 to 261.17.
4. Updated the discussion in the General Instructions on an exemption to the Freedom of
Information Act6 based on a recent Supreme Court decision and add a reference to the
court case.
5. Updated the reference to the Board’s Rules Regarding Delegation of Authority with
respect to Competitive Structural Criteria from section 265.11c(11)(v)) to section
265.20(c)(12)(v)(A).
6. Added a reference to the Board’s Supervision and Regulation (SR) Letter 20-20,
which describes the Federal Reserve System’s new process for obtaining fingerprints
from individuals when required. Adding the reference would facilitate the completion
of fingerprinting and clarify how, it is conducted.
7. Added a clarifying footnote regarding the Interagency Biographical and Financial
Reports (IBFRs).
8. Modified the language in the General Instructions to clarify that an applicant is
required to publish a newspaper notice only in the community(ies) in which the head
office of each bank to be directly or indirectly acquired is located.
Additional Required Item
1. Added an item requesting a copy of the applicant’s plan to integrate operations of the
acquired organization into its own operations. This question would allow the Federal
Reserve to assess the future prospects (a statutory factor) of combined organization.
Deletion
1. Removed the sample public notice from the instructions. This language is
unnecessary, as the instructions also direct applicants to the public websites of the
Board and the appropriate Reserve Bank, which contain the most up-to-date sample
public notice.
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The FR Y-3F application may alternatively be submitted in paper form, however applicants are strongly
encouraged to submit applications through FedEZFile.
6 5 U.S.C. § 552.

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Public Availability of Data
With regard to applications filed using the FR Y-3F, the Board publishes certain
information regarding the parties to and structure of the associated transactions in its H.2 release
and in the Federal Register. No other data collected through the FR Y-3F is proactively made
available to the public by the Board. The Board may release non-confidential information
included in the FR Y-3F upon request, pursuant to the Freedom of Information Act (FOIA).
Legal Status
Section 3(a) of the BHC Act (12 U.S.C. § 1842(a)) requires prior approval by the Board
for any company, including a foreign company, to acquire a U.S. bank or bank holding company,
and section 3(c) of the BHC Act (12 U.S.C. § 1842(c)) sets forth the factors that the Board must
consider in approving such an application. Additionally, section 5(b) of the BHC Act (12 U.S.C.
§ 1844(b)) authorizes the Board to issue regulations and orders as may be necessary to enable it
to administer and carry out the purposes of section 3 of the BHC Act, among other provisions.
These sections of the BHC Act provide the legal authorization for the FR Y-3F. The FR Y-3F is
required to obtain a benefit.
To the extent a respondent submits nonpublic commercial or financial information in
connection with the FR Y-3F, which is both customarily and actually treated as private by the
respondent, the respondent may request confidential treatment pursuant to exemption 4 of the
FOIA (5 U.S.C. § 552(b)(4)). To the extent a respondent submits personal, medical, or similar
files, the disclosure of which would constitute an unwarranted invasion of privacy, the
respondent may request confidential treatment pursuant to exemption 6 of the FOIA (5 U.S.C. §
552(b)(6)). If a respondent requests confidential treatment, the Board will determine whether the
information is entitled to confidential treatment on a case-by-case basis. The entity should
separately designate any such information as “confidential commercial information” or
“confidential financial information” and the Board will treat such designated information as
confidential to the extent permitted by law, including the FOIA. To the extent a respondent
submits information related to examination, operating, or condition reports prepared by, on
behalf of, or for the use of a financial supervisory agency, the information would be confidential
pursuant to exemption 8 of the FOIA (5 U.S.C. § 552(b)(8)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On April 30, 2024, the Board published an initial notice in the Federal Register (89 FR
34245) requesting public comment for 60 days on the extension, with revision, of the FR Y-3F.
The comment period for this notice expired on July 1, 2024. The Board did not receive any
comments. The Board adopted the extension, with revision, of the FR Y-3F as originally
proposed. On July 29, 2024, the Board published a final notice in the Federal Register (89 FR
60892).

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Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR Y-3F is 92
hours, and would remain the same with the revisions. The reporting burden is based on the
average number of responses received over the last three years. The disclosure burden reflects
the amount of time required to fulfill the newspaper publication requirement. The Board does not
expect that the addition of an item requesting a copy of the applicant’s integration plan would
add to the burden associated with the FR Y-3F, as currently the applicant is expected to provide
this information as part of the question pertaining to purpose and impact of the transaction. The
burden estimate was produced using the standard Board burden calculation methodology. These
reporting and disclosure requirements represent less than 1 percent of the Board’s total
paperwork burden.
Estimated
number of
respondents7

FR Y-3F

Estimated
Estimated
Estimated
annual
average hours annual burden
frequency per response
hours

Reporting
Application form

1

1

Reporting requirements
Disclosure

1
1

1
1

Total

0.52
90
1

1
90
1
92

The estimated total annual cost to the public for the FR Y-3F is $6,426, and would
remain the same with the revisions.8
Sensitive Questions
This information collection contains no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System for collecting and processing this
information collection is negligible.

7

Of these respondents, none are considered small entities as defined by the Small Business Administration (i.e.,
entities with less than $850 million in total assets). Size standards effective March 17, 2023. See
https://www.sba.gov/document/support-table-size-standards.
8 Total cost to the responding public is estimated using the following formula: total burden hours, multiplied by the
cost of staffing, where the cost of staffing is calculated as a percent of time for each occupational group multiplied
by the group’s hourly rate and then summed (30% Office & Administrative Support at $23, 45% Financial
Managers at $84, 15% Lawyers at $85, and 10% Chief Executives at $124). Hourly rates for each occupational
group are the (rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment
and Wages, May 2023, published April 3, 2024, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are
defined using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

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