Form FR K-2 FR K-2 International Applications and Prior Notifications Under

International Applications and Prior Notifications Under Subpart B of Regulation K

FRK2_201103_f_i

International Applications and Prior Notifications Under Subpart B of Regulation K

OMB: 7100-0284

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FR K-2
OMB No. 7100–0284
Approval expires March 31, 2014

Board of Governors of the Federal Reserve System

International Applications and Prior Notifications under
Subpart B of Regulation K
Legal Name of Applicant or Notificant

Street

City

State/Province

Hereby applies to the Board to:
establish a branch, agency, or commercial lending company
in the United States pursuant to section 211.24(a)(1) of
Regulation K
establish a representative office in the United States pursuant
to section 211.24(a)(1) of Regulation K

Country

or provides notice to:
establish a branch, agency or commercial lending company in
the United States pursuant to section 211.24(a)(2)(i)(A) of
Regulation K
establish a representative office in the United States pursuant
to section 211.24(a)(2)(i)(B)(1) of Regulation K
establish a representative office in the United States pursuant
to section 211.24(a)(2)(i)(B)(2) of Regulation K
establish a representative office in the United States pursuant
to section 211.24(a)(2)(i)(B)(3) of Regulation K

Intended Location of Proposed Office

City

State

Does Applicant or Notificant request confidential treatment for any portion of this submission?

Yes

No
As required by the instructions, a letter justifiying the
request for confidential treatment is included.
The information for which confidential treatment is being
sought is separately bound and labeled "CONFIDENTIAL."

Public reporting burden for this information collection is estimated to average 35
hours per response, including time to gather and maintain data in the required
form and to review instructions and complete the information collection. The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not
required to respond to, a collection of information unless it displays a currently valid
OMB control number.
An application is authorized by sections 7 and 10 of the International Banking Act (12
USC 3105 and 3107) and Regulation K (12 CFR 211.24(a)).

Comments regarding this burden estimate or any other aspect of this information
collection, including suggestions for reducing the burden, may be sent to Secretary,
Board of Governors of the Federal Reserve System, Washington, DC 20551, and
Office of Information and Regulatory Affairs, Office of Management and Budget,
Washington, DC 20503.

FR K-2
Page 2

International Applications and Prior Notifications under Subpart B of Regulation K

Certification
I certify that the information contained in this application/notification has been examined carefully by me and is true, correct, and
complete, and is current as of the date of this submission to the
best of my knowledge and belief. I acknowledge that any misrepresentation or omission of a material fact constitutes fraud in the
inducement and may subject me to legal sanctions provided by
18 USC 1001 and 1007.
I also certify, with respect to information pertaining to an individual
and submitted to the Board of Governors of the Federal Reserve
System (“Federal Reserve”) in (or in connection with) this application/notification, that the applicant/notificant has the authority, on
behalf of the individual, to provide such information to the Federal Reserve and to consent or object to public release of such
information. The Federal Reserve may 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 applicant/notificant and individual consent to public release of all details in the application/notification
and in any related submissions containing information concerning
that individual.
I acknowledge that approval of this application/notification is in the
discretion of the Federal Reserve. Actions or communications,
whether oral, written, or electronic, by the Federal Reserve or
its employees in connection with this filing, including approval if
granted, do not constitute a contract, either express or implied, or
any other obligation binding upon the agency, the United States or
any other entity of the United States, or any officer or employee of
the United States. Such actions or communications will not affect
the ability of the Federal Reserve to exercise its supervisory, regulatory, or examination powers under applicable laws and regulations. I further acknowledge that the foregoing may not be waived
or modified by any employee or agency of the Federal Reserve or
of the United States.

Name, title, address, e-mail address, and telephone number of person(s) to whom inquiries concerning this application may be directed:

Signature of Chief Executive Officer or Designee

Date of Application

FR K-2
Page 3

International Applications and Prior Notifications under Subpart B of Regulation K
Instructions for Preparation of FR K-2
Who Must Complete and File This Form
Any foreign bank seeking to establish a branch, agency, commercial lending company,1 or representative office in the United
States. Under certain circumstances, a representative office may
be established without filing a prior notification or application with
the Federal Reserve.
The application form contains the following attachments:
Attachment A—Information Requested in Connection with Applications by Foreign Banks to Establish Branches, Agencies, or
Commercial Lending Companies in the United States (section
211.24(a)(1) of Regulation K).
Attachment B—Information Requested in Connection with Applications by Foreign Banks to Establish Representative Offices in
the United States (section 211.24(a)(1) of Regulation K).
Attachment C—Information Requested in Connection with Notifications by Foreign Banks to Establish Branches, Agencies, or
Commercial Lending Companies in the United States (section
211.24(a)(2)(i)(A) of Regulation K).
Attachment D—Information Requested in Connection with Notifications by Foreign Banks to Establish Representative Offices in
the United States (section 211.24(a)(2)(i)(B)(1)–(3) of Regulation
K).
Attachment E—Commitments Required in Connection with Applications and Notifications by Foreign Banks to Establish Branches,
Agencies, Commercial Lending Companies, or Representative
Offices in the United States.

Completion of the Form
Inquiries concerning the preparation and filing of this form should
be directed to the appropriate Reserve Bank, as defined in section
211.21(c) of Regulation K. The required form is to be filed by submitting the information requested in the appropriate attachment to
the appropriate Reserve Bank. Alternative formats, if used, must
provide all requested information. The application and notification
must be substantially complete and responsive to each item of
information requested (including an indication that the answer is
‘‘not applicable’’ or ‘‘none’’ where such is the case) in order to be
considered properly filed. The appropriate Reserve Bank, concurrently with Board staff, will review the submitted form to determine
if it is substantially complete. As necessary to complete the record
1. A foreign banking organization seeking approval to establish a commercial lending company also must have or obtain authority under section
4(c)(8) of the Bank Holding Company Act and Regulation Y to engage in
the nonbanking activities of the commercial lending company. An organization not already having such authority may incorporate a request
for the authority into the filing made under FBSEA.

of the application and notification, a request for additional information will be sent to the contact person named in the form.
The Federal Reserve reserves the right to require the filing of
additional statements and information. If any information initially
furnished in the application and notification changes significantly
during processing of the application and notification, such changes
should be communicated promptly to the Federal Reserve. Name
check information may be required; contact the appropriate
Reserve Bank for further information.
Information already provided in applications filed with state or
federal bank regulatory authorities or otherwise previously provided to the Federal Reserve may be used to meet the information
requirements of the FR K-2.

Financial Holding Companies
If Applicant seeks to become a financial holding company in
connection with the establishment of the office, it should submit
the necessary written declaration as part of the FR K-2 filing. The
declaration must conform to Regulation Y (sections 225.81 and
225.82, or sections 225.90, 225.91, and 225.92, as appropriate).
Applicant should contact the appropriate Reserve Bank for further
information.

Access to Information and Consents to
Jurisdiction Commitments
Applicant and its ultimate parent (as defined in 12 CFR 211.21.(u)),
if any, should provide (jointly and separately) the commitments
contained in Attachment E through an officer that is authorized to
bind the entity making the commitment. The commitments should
be provided in the exact form provided (including all footnote references).

Tiered Applicant Organizations
In tiered organizations that consist of more than one foreign
bank, each parent foreign bank of the applicant foreign bank
must respond individually to the items related to internal controls,
financial information, home-country supervision, and anti-money
laundering and other related measures.

Financial Information
The financial statements should be stated in the local currency of
the country in which the head office of Applicant is located. The
financial statements may also be stated in U.S. dollars, but conversion to U.S. dollars is not required. The statements should be
prepared in accordance with local accounting practices; however,
an explanation of the accounting terminology and the major features of the accounting standards used in he preparation of the

FR K-2
Page 4

International Applications and Prior Notifications under Subpart B of
Regulation K—Continued
financial statements must be provided. This explanation should
included a discussion of the following practices and any other
material practices as determined by Applicant:
• The accounting principles used for consolidation of investments
on a line-by-line basis in the preparation of financial statements.
Comments should address the criteria by which majorityowned companies are consolidated on a line-by-line basis, and
the basis for carrying value and manner of income recognition
of any majority-owned subsidiaries that are not consolidated
on a line-by-line basis. The method of valuation of investments
in which the Applicant holds an ownership interest of between
20 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. (Separate financial
statements may be required for any majority-owned subsidiary
and any 20-to-50 percent owned company controlled by the
Applicant that is not consolidated on a line-by-line basis, but
only if the or company equal more than 5 percent of the Applicant’s consolidated assets).
• 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 recognition of increases and/or decreases in the value of the assets.
• The recording of guarantees, letters of credit, contingencies,
leases, pension obligations, and other similar accounts on the
books of the Applicant and any parent foreign bank. Comments
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 used 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. Comments should
include the method of recognition of any gains or losses resulting from such translation and the effect of the translation upon
the recognition of revenue and expense and the determination
of net income.
• The method by which interest revenue and interest expense are
recorded on the books of the Applicant.

Home-Country Supervision
In order to approve an application by a foreign bank to establish
a branch, agency, or commercial lending company in the United
States, the Federal Reserve ordinarily seeks to determine that
the Applicant and any parent foreign bank are subject to comprehensive supervision or regulation on a consolidated basis by the
appropriate authorities in the home country of each bank. The

Federal Reserve considers this standard met if the foreign bank’s
home country supervisor receives sufficient information on the
foreign 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 Federal Reserve 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;
• 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.
Under the Economic Growth and Regulatory Paperwork Reduction
Act of 1996, which was enacted on September 30, 1996, the Federal Reserve may approve an application to establish a branch or
agency subject to certain conditions even if the Federal Reserve
is unable to find that the foreign bank is subject to comprehensive
consolidated supervision. Specifically, the Federal Reserve may
approve an application by such foreign bank if: (i) the appropriate
authorities in the home country of such foreign bank are working to establish arrangements for the consolidated supervision of
such bank; and (ii) all other factors are consistent with approval.
In deciding whether to use its discretion with respect to a determination concerning comprehensive consolidated supervision, the
Federal Reserve also considers the extent to which the foreign bank
has adopted and implemented procedures to combat money
laundering. The Federal Reserve also takes into account the extent
to which the home country of the foreign bank has developed
a legal regime to address money laundering or is participating in
multilateral efforts to combat money laundering.
In evaluating an application to establish a representative office,
the Federal Reserve takes into account the standards that apply to
the establishment of branches and agencies, but a finding of comprehensive consolidated supervision is not required. With respect
to supervision by home country authorities, a foreign bank that
proposes to establish a representative office must be subject to a
supervisory framework that is consistent with the activities of the
proposed representative office, taking into account the nature of
such activities and the operating record of the applicant. Among
the factors the Federal Reserve may consider are the extent to
which there is:

FR K-2
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International Applications and Prior Notifications under Subpart B of
Regulation K—Continued
• regular review of a substantial portion of the bank’s operations
by the home country supervisor through examination, review of
external audits, or a comparable method;
• submission of periodic reports relating to financial performance;
and
• assurance that the bank itself has a system of internal monitoring and control that enable bank management to administer
properly the bank’s operations.

Publication Requirement
The Applicant and Notificant is required to publish notice of its
proposal in a newspaper of general circulation in the community in
which the office is proposed to be located. A copy of the standard
form of notice prescribed by the Board is set forth below. Proof of
publication of the notice should be submitted when available.

Newspaper Notice
Notification is hereby given by [NAME OF APPLICANT/NOTIFICANT, CITY, COUNTRY] that an [APPLICATION/NOTIFICATION] has been filed with the Federal Reserve Board to establish
a [BRANCH, AGENCY, COMMERCIAL LENDING COMPANY,
REPRESENTATIVE OFFICE] at [ADDRESS], pursuant to the
International Banking Act of 1978.
Interested parties may submit written comments on the filing to
[NAME AND TITLE OF APPROPRIATE OFFICER], Federal
Reserve Bank of [CITY, ADDRESS]. The 30-day comment period
will not end before [DATE]. If you need more information about
how to submit your comments, contact [NAME AND TITLE OF
APPROPRIATE OFFICER], Federal Reserve Bank of [CITY], at
[AREA CODE AND TELEPHONE NUMBER].

Confidentiality
Under the provisions of the Freedom of Information Act (the
“FOIA”), 5 U.S.C. § 552, the application/notification is a public document and available to the public upon request. Once submitted,
an application/notification 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). An Applicant and
Notificant may request confidential treatment for any information
submitted in or in connection with its application/notification that
Applicant and Notificant believes is exempt from disclosure under
the FOIA. For example, if Applicant and Notificant 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. Any
request for confidential treatment must comply with the requirements of the Board’s “Rules Regarding Availability of Information”
(the “Board’s Rules”), 12 CFR Part 261.
The request for confidential treatment must be submitted in writing
concurrently with the filing of the application/notification (or subsequent related submission), and must discuss in detail the justification for confidential treatment. Such justification must be provided
for each portion of the application/notification or submission for
which confidential treatment is requested. Applicant’s/Notificant’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.
(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. Applicant and Notificant must demonstrate that
disclosure would fall within the scope of one or more of the FOIA
exemptions from disclosure.) Applicant and Notificant must follow
the steps outlined immediately below, and certify in the application/notification that these steps have been followed. These same
steps must be followed with respect to any subsequent submission
related to this application/notification for which confidential treatment is sought.
Information for which confidential treatment is requested should
be:
(1) specifically identified in the public portion of the application/
notification (by reference to the confidential section); (2) separately
bound; and (3) labeled “CONFIDENTIAL.”
This application/notification requires the submission of information
to the Federal Reserve regarding individuals. The submission of
information on individuals can raise privacy concerns. Some of
the details provided may be highly sensitive. Under limited circumstances, the information may be subject to withholding from public
disclosure under the FOIA.
Applicant and Notificant ultimately is responsible for taking appropriate measures to safeguard the confidentiality of information it

FR K-2
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International Applications and Prior Notifications under Subpart B of
Regulation K—Continued
provides to the Federal Reserve, including details regarding individuals.1 The Federal Reserve expects Applicant and Notificant
to ensure that it has the legal authority to provide information
regarding individuals to the Federal Reserve Board and, on behalf
of each individual, to consent or object to public release of the
information.
Accordingly, Applicant and Notificant must confirm (on the cover
sheet to this filing) that Applicant and Notificant 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 that
the Applican/Notificant and individual consent to public release of
all details in the application/notification and in any related submissions containing information concerning that individual.
The Federal Reserve will determine whether information submitted as confidential will be so regarded, and will advise Applicant
and Notificant of any decision to make available to the public information labeled “CONFIDENTIAL.” However, it shall be understood that, without prior notice to Applicant/Notificant, the Board
may disclose or comment on any of the contents of the application/notification in the Order or Statement issued by the Board in
connection with its decision on the application/notification. The

1. Individuals may be aware that an Applicant and Notificant is providing
personal details regarding them to the Federal Reserve, but may not be
aware that the information may become subject to a FOIA request and
released to the public, or that there may be legal grounds to prevent
such a release. It is the Applicant’s/Notificant’s responsibility to ensure
that individuals are apprised of these consequences and to confirm that
the individuals either do or do not wish to have the Applicant and Notificant request confidential treatment for information regarding them, in
accordance with the Board’s Rules.

Board’s staff normally will apprise Applicant and Notificant 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/
notification.
For further information on the procedures for requesting confi dential treatment and the Board’s procedures for addressing such
requests, consult the Board’s Rules, including 12 CFR 261.15,
which specifically addresses requests for confidential treatment.

Supporting Information
The formal questions in the application are not intended to limit
Applicant’s presentation. Applicant bears the full burden of presenting and documenting a case to meet the statutory criteria for
approval. Supporting information for any or all factors, setting forth
the basis for Applicant’s judgment may accompany the application.

Compliance
The Board expects Applicant and Notificant to comply with all representations and commitments made in its application. Applicant
and Notificant should immediately contact the Federal Reserve if
there is any material change in the information presented prior to
the establishment of the office.

FR K-2
Page 7

Attachment A
Information Requested in Connection with Applications by Foreign Banks to Establish Branches, Agencies, and Commercial Lending
Companies in the United States (section 211.24(a)(1) of Regulation K)

I. Operations, Structure, and Ownership of
Applicant
1.

Discuss whether Applicant engages directly in the business
of banking outside the United States. In this regard, 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 operates.

2.

Provide a copy of Applicant’s most recent annual report to
shareholders and a brief history of Applicant, including ranking
by asset size in the home country.

3.

Provide a brief summary of 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.

4.

Provide an organization chart for Applicant and its ultimate
parent,2 if any, showing all subsidiaries of Applicant and
its ultimate parent. Include the place of incorporation for all
subsidiaries.

5.

Provide the name, asset size, general activities, and ownership share held by Applicant for each of Applicant’s direct and
indirect subsidiaries that comprise 1 percent or more of Applicant’s worldwide consolidated assets.

6.

List 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 Applicant 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.

7.

Provide the following information on the two individuals with the
most senior decision-making authority for Applicant and any
foreign bank parent, and for the manager of the proposed U.S.
office:
a. Titles or positions with Applicant and/or parent bank; and

2. The ‘‘ultimate parent’’ of a foreign bank is the parent of the foreign bank
that is not the subsidiary of any other company. A ‘‘parent’’ of a foreign
bank is any company of which the foreign bank is a subsidiary. A ‘‘subsidiary’’ of a foreign bank is defined as any organization 25 percent
or more of whose voting shares are directly or indirectly owned, controlled, or held with the power to vote by a company or any organization
that is otherwise controlled or capable of being controlled by a foreign
bank or foreign banking organization.

b. 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.
8.

Describe the methods used by 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 internal audit results are shared with the home-country supervisor
and/or Applicant’s external auditors.

9.

If Applicant, its ultimate parent, or any company (banking or
nonbanking) in which it has 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:
a. The name, location, and a detailed description of the activities of each such company;
b. The specific section and paragraph of the Bank Holding
Company Act (the ‘‘BHCA’’), Regulation Y, or Regulation K
that the Applicant believes provides authority for the
acquisition or retention of each U.S. nonbanking activity and
a description demonstrating 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 sections 2(h) and 4(c)(9) of the
BHCA (as implemented by section 211.23 of Regulation K)
for certain activities, provide the necessary 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 (e.g.,
FR Y-7, FR Y-10) filed with the Federal Reserve, Applicant
may include such information by reference to those filings.

10. State whether the foreign bank Applicant and its ultimate parent, if any, upon establishment of the proposed branch, agency,
or commercial lending company, each 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. If a foreign bank Applicant meets
the requirements of section 211.23(a) but its ultimate parent
does not, indicate whether the ultimate parent 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, Applicant may include such information by
reference to those filings.

FR K-2
Page 8

Attachment A —Continued
II. The Proposed Office
11. Discuss the purpose(s) for establishing the proposed branch,
agency, or commercial lending company. Describe the major
types of business to be conducted and the major types of services to be offered, and note whether any existing business
would be transferred to the proposed office. Applicant may
indicate any banking needs of the community that would be
better served by establishment of the proposed office.
12. Provide estimated start-up costs and projected balance sheets
and income statements for the proposed branch, agency, or
commercial lending company for the first three years of operations. Include a summary of contingent liabilities for the proposed office for the first three years of operation, and estimate
the number of employees planned for that period of time.
Also include information on how the proposed office would be
funded. State any assumptions made in formulating these projections.
13. Describe Applicant’s intended procedures for exercising internal control over the proposed office. The response should
identify reporting channels and reporting requirements (scope
and frequency), and discuss the scope and frequency of internal audits. Applicant also should describe procedures to be
established to ensure and monitor compliance with the Bank
Secrecy Act and related U.S. regulations.

III. Financial Information
14. As described in the Filing Instructions to this form, provide the
following financial information for Applicant and any parent foreign bank:
a. 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 quarter and fiscal
year-end. In addition, include information on contingent liabilities (i.e., standby and commercial letters of credit, guaranties, commitments to grant or purchase loans and securities, contracts to purchase/sell foreign exchange).
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the past
two fiscal years.
c. If Applicant or any parent foreign bank is from a country
subscribing to the Basel Accord, 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 on- and off-balance sheet assets
and the relevant risk weights. Also, identify the components
of tier 1 and tier 2 capital under the Basel risk-based capital
guidelines, and provide calculations of the ratios of tier 1

and total capital to risk-weighted assets for Applicant and
any parent foreign bank. 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 standard of Applicant or any
parent foreign bank differs from that established under the
Basel Accord, provide information regarding the capital standard applied in the home country of Applicant or any parent
foreign bank, as well as information sufficient to evaluate
the capital position adjusted as appropriate for accounting
and structural differences. Further, provide, to the extent
possible, information comparable to the Basel format.
d. Current information that will enable the Federal Reserve
to make a judgment as to the quality of Applicant’s assets.
The information should be presented for Applicant’s consolidated organization. If consolidated figures are not available,
indicate what portion of Applicant’s consolidated assets is
not reflected in the response. The response should include,
but need not be limited to, the following (Applicant should
provide definitions of the terms):
i. Asset classifications or assessments made by foreign
banking authorities;
ii. Delinquencies;
iii. Nonaccrual loans;
iv. Assets acquired in satisfaction of debts previously
contracted;
v. Loans with reduced interest charges, and
e. Total reserves available to cover credit-related losses for the
end of the most recent quarter and fiscal year-end. The total
amounts should be broken down into ‘‘specific,’’ ‘‘general,’’
and/or other relevant categories.

IV. Home-Country Supervision
15. Describe the bank regulatory system that exists in the home
country of Applicant and, if different, the home country of any
foreign bank in the ownership chain.3 Your response should
identify Applicant’s primary home-country supervisor and the
major laws governing Applicant’s operations and activities.

3. If the Federal Reserve has previously determined that another bank
from Applicant’s home country is subject to comprehensive consolidated supervision, Applicant may request a copy of the previous application from the Federal Reserve under the Freedom of Information Act.
After reviewing the record in the previous application, Applicant may
make a statement that 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 question. In addition, Applicant
should confirm that there have been no material changes in the manner
in which Applicant is supervised and regulated by its home-country
supervisor(s) since that previous application or, if material changes
have occurred, Applicant should describe such changes.

FR K-2
Page 9

Attachment A —Continued
Your description also should include a discussion of each of
the following:

supervisor to enforce Applicant’s compliance with prudential
controls and other supervisory or regulatory requirements.

a. The scope and frequency of on-site examinations by the
home-country supervisor. Describe the scope and frequency of on-site examinations, identifying the operational
areas reviewed and the general procedures used by the
home-country supervisor to evaluate asset quality and internal controls. Also, discuss the manner in which the homecountry supervisor monitors the condition and operations of
Applicant’s subsidiaries and foreign offices.

g. Prior approval requirements. Indicate whether prior approval
of the home-country supervisor is needed for 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.

b. Off-site monitoring by the home-country supervisor. Discuss
the general type and frequency of filing of regulatory and
financial reports submitted by Applicant to the home-country
supervisor. Specify whether the reports contain information
on the domestic and foreign subsidiaries of Applicant and,
if so, whether this information is provided on a consolidated
basis or for each entity separately.
c. The role of external auditors. Discuss the general frequency,
nature, and scope of review of 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.
d. Transactions with affiliates. Indicate whether (and, if so, discuss how) the home-country supervisor regulates and monitors 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 definition),4 and
specify whether any such restrictions apply to ‘‘upstream,’’
‘‘downstream,’’ or ‘‘sister’’ affiliates.
e. 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 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
4. An ‘‘affiliate’’ of a foreign bank or of a parent of a foreign bank means
any company that controls, or is controlled by, or is under common
control with, the foreign bank or the parent of the foreign bank.

16. Indicate what other domestic regulatory authorities, if any, in
addition to the primary home-country supervisor, supervise
subsidiaries or particular activities of 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
17. 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 Applicant’s (and any parent foreign bank’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.
18. Discuss the actions taken by Applicant (and any parent foreign
bank) 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:
a. The policies and procedures implemented with respect to
anti-money-laundering policies and measures, including
any customer due diligence, recordkeeping, and cash and/
or suspicious transaction reporting requirements;
b. 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
c. 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 institutionspecific recommendations of the Financial Action Task Force

FR K-2
Page 10

Attachment A—Continued
(‘‘FATF’’) have been implemented throughout the organization.5 The response also should confirm (or modify as appropriate) that the anti-money-laundering and counterterrorist
financing policies and procedures would be implemented at
the proposed U.S. office.

VI. Miscellaneous
19. List all jurisdictions (in addition to the home country) in which
Applicant has material operations.6 For each such jurisdiction,
describe any secrecy laws or other impediments that would
restrict the ability of Applicant or its ultimate parent, if any, from
providing information on the operations or activities of Applicant and any of its affiliates that the Board deems necessary
to determine and enforce compliance with the International
Banking Act, the BHCA, and other applicable federal laws. If
any material impediments exist, discuss the manner in which
Applicant and its ultimate parent, if any, propose to provide the
Board with adequate assurances of access to information.

5. These recommendations can be obtained from the following web site:
www.oecd.org/fatf/index.htm.
6. 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.

20. Discuss the status of any other regulatory filings required to be
made in connection with Applicant’s proposal to establish an
office, and indicate when action on such filings is expected.
21. Provide a statement from the home-country supervisor of
Applicant that Applicant is duly organized, licensed as a bank,
and in good standing, and such supervisor consents to establishment of the proposed office.
22. Applicant and its ultimate parent, if any, should provide (jointly
and separately) the commitments contained in Attachment E
through an officer that is authorized to bind the entity making
the commitment. The commitments should be provided in the
exact form provided (including all footnote references).
23. Proof of newspaper publication should be provided when
available.

FR K-2
Page 11

Attachment B
Information Requested in Connection with Applications by Foreign Banks to Establish Representative Offices in the United States
(section 211.24(a)(1) of Regulation K)

I. Operations, Structure, and Ownership of
Applicant
1.

Discuss whether Applicant engages directly in the business
of banking outside the United States. In this regard, 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 operates.

2.

Provide a copy of Applicant’s most recent annual report to
shareholders and a brief history of Applicant, including ranking
by asset size in the home country.

3.

4.

Provide a brief summary of 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.
Provide an organization chart for Applicant and its ultimate
parent,7 if any, showing all subsidiaries of Applicant and its
ultimate parent. Include the place of incorporation for all
subsidiaries.

5. Provide the name, asset size, general activities, and ownership share held by Applicant for each of Applicant’s direct and
indirect subsidiaries that comprise 1 percent or more of Applicant’s worldwide consolidated assets.
6.

7.

List 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 Applicant 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.
Provide the following information on the individual with the
most senior decision-making authority for Applicant and any
foreign bank parent, and for the manager of the proposed U.S.
office:
a. Titles or positions with Applicant and/or any foreign parent
bank; and
b. 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.

7. The ‘‘ultimate parent’’ of a foreign bank is the parent of the foreign bank
that is not the subsidiary of any other company. A ‘‘parent’’; of a foreign
bank is any company of which the foreign bank is a subsidiary.
A ‘‘subsidiary’’ of a foreign bank is defined as any organization 25

8.

Describe the methods used by 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 internal audit results are shared with the home-country
supervisor and/or Applicant’s external auditors.

II. The Proposed Office
9. Describe the types of activities to be conducted in the proposed representative office. Provide projected expense items
for the proposed office for the first three years of operation.
10. Indicate the total number of individuals to be employed in the
proposed representative office for each of the first three years
of operation.
11. Describe Applicant’s intended procedures for exercising internal
control over the proposed representative office. The response
should identify reporting channels and reporting requirements
(scope and frequency), and discuss the scope and frequency
of internal audits. Applicant also should describe procedures
to be established to ensure and monitor compliance with the
Bank Secrecy Act and related U.S. regulations.

III. Financial Information
12. As described in the Filing Instructions to this form, provide the
following financial information for Applicant and any parent foreign bank:
a. 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 quarter and fiscal
year end. Include information on contingent liabilities, (i.e.,
standby and commercial letters of credit, guaranties, commitments to grant or purchase loans and securities, contracts to purchase/sell foreign exchange).
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the past
two fiscal years.
Information on the compliance of Applicant and any foreign
bank parent with home country capital standards and/or the
Basel risk-based capital standards may be requested depending on the preliminary analysis of the capital position of Applicant and any foreign bank parent.
percent or more of whose voting shares are directly or indirectly
owned, controlled, or held with the power to vote by a company or any
organization that is otherwise controlled or capable of being controlled
by a foreign bank or foreign banking organization.

FR K-2
Page 12

Attachment B—Continued
IV. Home-Country Supervision
13. Briefly describe the bank regulatory system that exists in the
home-country of Applicant and, if different, the home-country
of any foreign bank in the ownership chain.8 Your response
should identify Applicant’s primary home-country supervisor and the major laws governing Applicant’s operations and
activities. Your 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 on-site examinations, identifying the operational
areas reviewed and the general procedures used by the
home-country supervisor to evaluate asset quality and internal controls. Also, discuss the manner in which the homecountry supervisor monitors the condition and operations of
Applicant’s subsidiaries and foreign offices.
b. Off-site monitoring by the home-country supervisor. Discuss
the general type and frequency of filing of regulatory and
financial reports submitted by Applicant to the home-country
supervisor. Specify whether the reports contain information
on the domestic and foreign subsidiaries of Applicant and,
if so, whether this information is provided on a consolidated
basis or for each entity separately.
c. The role of external auditors. Discuss the general frequency,
nature, and scope of review of 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.
d. 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
8. If the Federal Reserve has previously determined that another bank
from Applicant’s home country is subject to comprehensive consolidated supervision, Applicant may request a copy of the previous
application from the Federal Reserve under the Freedom of Information Act. After reviewing the record in the previous application, Applicant may make a statement that 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 question. In
addition, Applicant should confirm that there have been no material
changes in the manner in which Applicant is supervised and regulated
by its home country supervisor(s) since that previous application or,
if material changes have occurred, Applicant should describe such
changes.

operations of Applicant. Describe the methods used by the
home-country supervisor to monitor compliance with these
limitations.

V. Anti-Money-Laundering and Other Related
Measures
14. 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 Applicant’s (and any parent foreign bank’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.
15. Discuss the actions taken by Applicant (and any parent foreign
bank) 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:
a. The policies and procedures implemented with respect to
anti-money-laundering policies and measures, including
any customer due diligence, recordkeeping, and cash and/
or suspicious transaction reporting requirements;
b. 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
c. 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 institutionspecific recommendations of the Financial Action Task Force
(‘‘FATF’’) have been implemented throughout the organization.9 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 proposed U.S. office.

VI. Miscellaneous
16. List all jurisdictions (in addition to the home-country) in which
Applicant has material operations.10 For each such jurisdiction,

9. These recommendations can be obtained from the following website:
www.oecd.org/fatf/index.htm.
10. 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.

FR K-2
Page 13

Attachment B—Continued
describe any secrecy laws or other impediments that would
restrict the ability of Applicant or its ultimate parent, if any, from
providing information on the operations or activities of Applicant and any of its affiliates that the Federal Reserve deems
necessary to determine and enforce compliance with the International Banking Act, the BHCA, and other applicable federal
laws. If any material impediments exist, discuss the manner
in which Applicant and its ultimate parent, if any, propose to
provide the Board with adequate assurances of access to
information.

18. Provide a statement from the home-country supervisor of
Applicant that Applicant is duly organized, licensed as a bank,
and in good standing, and such supervisor consents to establishment of the proposed office.

17. Discuss the status of any other regulatory filings required to be
made in connection with Applicant’s proposal to establish an
office, and indicate when action on such filings is expected.

20. Proof of newspaper publication should be provided when
available.

19. Applicant and its ultimate parent, if any, should provide (jointly
and separately) the commitments contained in Attachment E
through an officer that is authorized to bind the entity making
the commitment. The commitments should be provided in the
exact form provided (including all footnote references).

FR K-2
Page 14

Attachment C
Information Requested in Connection with Notifications by Foreign Banks to Establish Branches, Agencies, and Commercial Lending
Companies in the United States (section 211.24(a)(2)(i)(A) of Regulation K)

I. Operations, Structure, and Ownership of
Notificant
1. Provide current information on Notificant’s ranking by asset
size in the home country.
2. Provide current information regarding all persons (natural as
well as legal) in the upstream chain of ownership of Notificant
who, directly or indirectly, own 5 percent or more of the voting shares of Notificant 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 Notificant or its ultimate parent.
3. Confirm (or modify as appropriate) that there have been no
material changes in the methods used by Notificant to monitor
and control its operations, including those of its domestic and
foreign subsidiaries, since the Federal Reserve’s most recent
determination that Notificant is subject to comprehensive consolidated supervision.

II. The Proposed Office
4. Discuss the purpose(s) for establishing the proposed branch,
agency, or commercial lending company. Describe the major
types of business to be conducted and the major types of services to be offered, and note whether any existing business
would be transferred to the proposed office. Provide estimated
start-up costs and projected balance sheets and income statements for the first three years of operations.
5. Provide the following information on the manager of the proposed U.S. office:
a. titles or positions with Applicant and/or parent bank; and
b. 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.
6. Confirm (or modify as appropriate) that Notificant would monitor
and control the operations of the proposed office in the same
manner as it monitors and controls its existing U.S. offices.
In addition, confirm (or modify as appropriate) that Notificant
would apply to the proposed office the same policies and procedures, including those pertaining to anti-money-laundering,
as are in effect at its existing U.S. offices.

III. Financial Information
7. Provide the following financial information for Notificant and
any parent foreign bank:

a. 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 quarter and fiscal
year. In addition, include information on contingent liabilities
(i.e., standby and commercial letters of credit, guaranties,
commitments to grant or purchase loans and securities,
contracts to purchase/sell foreign exchange).
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the past
two fiscal years.
c. If Notificant or any parent foreign bank is from a country
subscribing to the Basel Accord, 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 on- and off-balance sheet assets
and the relevant risk weights. Also, identify the components
of tier 1 and tier 2 capital under the Basel risk-based capital
guidelines, and provide calculations of the ratios of tier 1
and total capital to risk-weighted assets for Notificant and
any parent foreign bank. 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 standard of Notificant or any parent foreign bank differs from that established under the Basel
Accord, provide information regarding the capital standard
applied in the home country of Notificant or any parent foreign bank, as well as information sufficient to evaluate the
capital position adjusted as appropriate for accounting and
structural differences. Further, provide, to the extent possible, information comparable to the Basel format.
d. Current information that will enable the Federal Reserve
to make a judgment as to the quality of Notificant’s assets.
The information should be presented for Notificant’s consolidated organization. If consolidated figures are not available,
indicate what portion of Notificant’s consolidated assets is
not reflected in the response. The response should include,
but need not be limited to, the following (Notificant should
provide definitions of the terms):
i. Asset classifications or assessments made by foreign
banking authorities;
ii. Delinquencies;
iii. Nonaccrual loans;
iv. Assets acquired in satisfaction of debts previously contracted;
v. Loans with reduced interest charges, and

FR K-2
Page 15

Attachment C—Continued
e. Total reserves available to cover credit-related losses for
the end of the most recent quarter and fiscal year. The total
amounts should be broken down into ‘‘specific,’’ ‘‘general,’’
and/or other relevant categories.

IV. Home-country Supervision
8. Provide the date of the Federal Reserve’s most recent determination that Notificant is subject to comprehensive consolidated
supervision. Confirm (or modify as appropriate) that there have
been no material changes in the manner in which Notificant is
supervised and regulated by its home-country supervisor(s)
since that time.

V. Anti-money-laundering and Other Related
Measures
9. Indicate whether there have been any material changes in
either the anti-money-laundering or counterterrorist financing
laws and regulations of the home country of Notificant or in
Notificant’s anti-money-laundering or counterterrorist financing policies and procedures, since the Federal Reserve’s most
recent review of such matters.

such information was previously provided to the Federal
Reserve.11 For any additional such jurisdiction, describe any
secrecy laws or other impediments that would restrict the ability of Notificant or its ultimate parent, if any, to provide information on the operations or activities of Notificant and any
of its affiliates that the Federal Reserve deems necessary
to determine and enforce compliance with the International
Banking Act, the BHCA, and other applicable federal laws.
If such impediments exist, discuss the manner in which Notificant and its ultimate parent, if any, proposed to provide the
Federal Reserve with adequate assurance of access to such
information.
11. Discuss the status of any other regulatory filings required to be
made in connection with Notificant’s proposal to establish an
office, and indicate when action on such filings is expected.
12. Provide a statement from the home-country supervisor of the
Notificant that the foreign bank is duly organized, licensed as a
bank, and in good standing, and such supervisor consents to
establishment of the proposed office.
13. Proof of newspaper publication should be provided when
available.

VII. Miscellaneous
10. Indicate whether there have been any changes to the list of
jurisdictions in which Notificant has material operations since

11. 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.

FR K-2
Page 16

Attachment D
Information Requested in Connection with Notifications by Foreign Banks to Establish Representative Offices in the United States
(section 211.24(a)(2)(i)(B)(1)–(3) of Regulation K)

I. Operations, Structure, and Ownership of
Notificant
1. Provide a copy of Notificant’s most recent annual report to
shareholders and current information on Notificant’s ranking
by asset size in the home country.
2. Provide information on the volume and character of the Notificant’s current international business and the location, number,
and asset size of direct offices overseas.
3. Provide a current organization chart for the Notificant and its
ultimate parent, if any, showing all subsidiaries of the Notificant
and its ultimate parent.12 Include the place of incorporation for
all subsidiaries.
4. List all persons (natural as well as legal) in the upstream chain
of ownership of the Notificant who, directly or indirectly, own
5 percent or more of the voting shares of the Notificant 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 Notificant or
its ultimate parent.
5. If the Federal Reserve has not previously approved an application from Notificant to establish an office in the United States,
provide the information requested in Item 8 of Attachment B to
the FR K-2. If the Federal Reserve previously has approved
an application by Notificant to establish a U.S. office, confirm
(or modify as appropriate) that there have been no material
changes in the methods used by Notificant to monitor and control its operations, including those of its domestic and foreign
subsidiaries, since that time.
6. If not previously provided to the Federal Reserve, provide the
following information on the individual with the most senior
decision-making authority for Notificant and for the manager of
the proposed U.S. office:
a. titles or positions with Notificant; and
b. 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.

12. The ‘‘ultimate parent’’ of a foreign bank is the parent of the foreign
bank that is not the subsidiary of any other company. A ‘‘parent’’ of a
foreign bank is any company of which the foreign bank is a subsidiary.
A ‘‘subsidiary’’ of a foreign bank is defined as any organization 25 percent or more of whose voting shares are directly or indirectly owned,
controlled, or held with the power to vote by a company or any organization that is otherwise controlled or capable of being controlled by a
foreign bank or foreign banking organization.

II. The Proposed Office
7. Describe the types of activities to be conducted in the proposed representative office. Provide projected expense items
for the proposed office for the first three years of operation.
8. Indicate the total number of individuals to be employed in the
proposed representative office for each of the first three years
of operation.
9. Confirm (or modify as appropriate) that Notificant would monitor
and control the operations of the proposed office in the same
manner as it monitors and controls its existing U.S. offices.
In addition, confirm (or modify as appropriate) that Notificant
would apply to the proposed office the same policies and procedures, including those pertaining to anti-money-laundering,
as are in effect at its existing U.S. offices.

III. Financial Information
10. Provide the following financial information for Notificant and
any foreign bank parent:
a. 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 year and
most recent quarter.
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the past
two fiscal years. Information on Notificant’s compliance with
home country capital standards and/or the Basel risk-based
capital standards may be requested depending on the preliminary analysis of the capital position of Notificant and any
foreign bank parent.

IV. Home-country Supervision
11. If the Federal Reserve has not previously approved an application from Notificant to establish an office in the United States,
provide the information requested in Item 13 of Attachment
B to the FR K-2. If the Federal Reserve has previously approved
an application from Notificant to establish a U.S. office, provide
the date of such approval and confirm (or modify as appropriate)
that there have been no material changes in the manner in which
Notificant is supervised and regulated by its home-country
supervisors since the time of the Federal Reserve’s approval.

V. Anti-money-laundering and Other Related
Measures
12. If the Federal Reserve has not previously approved an
application by Notificant or any other bank from Notificant’s

FR K-2
Page 17

Attachment D—Continued
home country to establish a U.S. branch, agency, or representative office, provide the information requested in Item 14
of Attachment B to the FR K-2. If the Federal Reserve has
not previously approved an application by Notificant to establish a U.S. branch, agency, or representative office, provide
the information requested in Item 15 of Attachment B to the
FR K-2. If the Federal Reserve has previously approved an
application by Notificant to establish a U.S. office, indicate
whether there have been any material changes in either the
anti-money-laundering or counterterrorist financing laws and
regulations of the home country of Notificant or in Notificant’s
anti-money-laundering or counterterrorist financing policies
and procedures, since such information was last considered
by the Federal Reserve.

VI. Miscellaneous
13. List all jurisdictions (in addition to the home country) in which
Notificant has material operations.13 (If Notificant previously
has submitted this information to the Federal Reserve, Notificant may indicate whether there have been any changes since
that time to the applicable list of jurisdictions). For any such
jurisdictions (or, if appropriate, additional such jurisdictions),
describe any secrecy laws or other impediments that would
restrict the ability of Notificant or its ultimate parent, if any,
to provide information on the operations or activities of Notificant and any of its affiliates that the Federal Reserve deems

13. 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.

necessary to determine and enforce compliance with the International Banking Act, the BHCA, and other applicable federal
laws. If such impediments exist, discuss the manner in which
Notificant and its ultimate parent, if any, propose to provide the
Federal Reserve with adequate assurance of access to such
information.
14. Discuss the status of any other regulatory filings required to
be made in connection with Notificant’s proposal to establish a
representative office, and indicate when action on such filings
is expected.
15. Provide a statement from the home-country supervisor of Notificant that the foreign bank is duly organized, licensed as a
bank, and in good standing, and such supervisor consents to
establishment of the proposed representative office.
16. If not previously provided to the Federal Reserve, Notificant
and its ultimate parent, if any, should provide (jointly and separately) the commitments contained in Attachment E through an
officer that is authorized to bind the entity making the commitment. The commitments should be provided in the exact form
provided (including all footnote references).
17. Proof of newspaper publication should be provided when
available.

FR K-2
Page 18

Attachment E
Commitments Required in Connection with Applications and Notifications by Foreign Banks to Establish Branches, Agencies,
Commercial Lending Companies, or Representative Offices in the United States
The Applicant and its ultimate parent, if any, should provide (jointly
or separately) the following commitments (including all footnotes
and in the form provided below) through an officer that is authorized to bind the entity making the commitment.
1. Assurances commitment. Each of [name of 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 on the operations of Bank and any affiliate14
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.

14. An ‘‘affiliate’’ of a foreign bank or a parent 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 CFR 211.21.
15. 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

2. Consent to jurisdiction. Each of [name of 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 matter arising under U.S. Banking Law.15
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.

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, or d. the Bank Secrecy Act, or the
Currency and Foreign Transactions Reporting Act; and,
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.


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File Titlefrk2_03-15-11.indd
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File Modified2011-03-15
File Created2011-03-15

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