International Applications and Prior Notifications under Subpart B of Regulation K

FRK2_20180323_fi_draft

International Applications and Prior Notifications under Subpart B of Regulation K

OMB: 7100-0284

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FR K-2
OMB Number 7100-0284
Approval expires January 31, 2018
Page 1 of 18

Board of Governors of the Federal Reserve System

International Applications and Prior Notifications under
Subpart B of Regulation K—FR K-2
An application is authorized by sections 7 and 10 of the International Banking Act (12 U.S.C. §§ 3105 and 3107) and Regulation K (12
C.F.R. § 211.24(a)).

Hereby applies to the Board to:
Legal Name of Applicant or Notificant

Street

City

State / Province

cCountry

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
or provides notice to:

Intended Location of Proposed Office

City

State

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
Does the Aapplicant or Nnotificant request confidential treatment for
any portion of this submission?

Yes
As required by the instructions, a letter justifying 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. 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, 20th and C Streets, NW, Washington, DC 20551, and Office of Information and Regulatory Affairs, Office of
Management and Budget, Washington, DC 20503.
08/2017

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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 U.S.C. §§ 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 C.F.R. § 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:
Name

Name

Title

Address

City

State

Area Code / Phone Number

Zip Code

Country

City

Area Code / Phone Number

E-mail Address

Signature of Chief Executive Officer or Designee

Date of Application

State

Zip Code

Country

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Instructions for Preparation of FR K-2

additional information will be sent to the contact person named in
the form.

Who Must Complete and File This 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 appropriate
Reserve Bank. Under certain circumstances, name check and
financial information related to individuals involved in a proposed
transaction may be required. Such information for 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 Name check information may be
required; cContact the appropriate Reserve Bank for further
information.

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. 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, 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 of the application and notification, a request for
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.

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 the Aapplicant seeks to become a financial holding company in
connection with the establishment of the office, it shouldmust
submit the necessary written declaration as part of the FR K-2
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 Aapplicant should
contact the appropriate Reserve Bank and consult the Board’s
public website for further information.

Access to Information and Consents to
Jurisdiction Commitments
AThe applicant and its ultimate parent (as defined in 12 C.F.R. §
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, the applicant should consult with the
appropriate Reserve Bank regarding the financial, managerial, and
operational information that should be provided. Generally, 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.

An organization not already having such authority may incorporate a
request for the authority into the filing made under FBSEA.
2
3

The application may alternatively be submitted in paper form.

See SR 15-8 Name Check Process for Domestic and International
Applications.

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Financial Information
The financial statements should be stated in the local currency of
the country in which the head office of the Aapplicant/notificant 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 the preparation of the financial statements must be
provided. This explanation should included a discussion of the
following practices and any other material practices as determined
by the Aapplicant/notificant:

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;

• The accounting principles used for consolidation of investments

• obtains information on the condition of the foreign bank and its

on a line-by-line basis in the preparation of financial statements.
Comments should address the criteria by which majority-owned
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 lineby-line basis. The method of valuation of investments in which
the Aapplicant/notificant 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 percent to 50 percent owned company controlled by
the Aapplicant/notificant that is not consolidated on a line-by-line
basis, but only if the or company equal more than 5 percent of
the Aapplicant’s/notificant’s consolidated assets).

subsidiaries and offices outside the home country through
regular reports of examination, audit reports, or otherwise;

• 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 Aapplicant/notificant and any parent foreign bank.
Comments should indicate whether such accounts are carried
as assets and/or liabilities on the Aapplicant’s/notificant’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 Aapplicant/notificant.

Home-Country Supervision
In order to approve an application, or act on a notification, 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 Aapplicant/notificant and any parent

• 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, or not object to a
notification, 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, or not object to a notification, 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 a filingn 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/notificant. Among the factors the Federal Reserve may
consider are the extent to which there is:

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• 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 Aapplicant/ and Nnotificant 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). AnThe
Aapplicant/ and Nnotificant may request confidential treatment for

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

any information submitted in or in connection with its
application/notification that the Aapplicant/ and Nnotificant believes
is exempt from disclosure under the FOIA. For example, if the
Aapplicant/ and Nnotificant 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 C.F.R. § Part 261.
The request for confidential treatment must be submitted in writing
concurrently with the filing of the application/notification (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/notification (or related
submissions) for which confidential treatment is requested. The
Aapplicant’s/Nnotificant’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, (Aa 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 Aapplicant/
and Nnotificant must demonstrate that disclosure would fall within
the scope of one or more of the FOIA exemptions from disclosure.)
The Aapplicant/ and Nnotificant must follow the steps outlined
immediately below, and certify in the application/notification (or
related submissions) 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 provides to the Federal Reserve, including details regarding
individuals. 4 With respect to applications/notifications that include
information regarding an individual or individuals associated with the
proposed transaction, the Board expects the applicant to certify that

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

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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/notification record, and, accordingly, will
be a Board record subject to being requested by any member of
the public under the FOIA. 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 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.
The Federal Reserve will determine whether information submitted
as confidential will be so regarded, and will advise the Aapplicant/
and Nnotificant of any decision to make available to the public
information labeled “CONFIDENTIAL.” However, it shall be
understood that, without prior notice to the Aapplicant/Nnotificant,
the Board may disclose or comment on any of the contents of the

request confidential treatment for information regarding them, in
accordance with the Board’s Rules.

application/notification in the Order or Statement issued by the
Board in connection with its decision on the application/notification.
The Board’s staff normally will apprise the Aapplicant/ and
Nnotificant 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
confidential treatment and the Board’s procedures for addressing
such requests, consult the Board’s Rules, including 12 C.F.R. §
261.15, which specifically addressesgoverns requests for
confidential treatment.

Supporting Information
The Federal Reserve specifically reserves the right to require the
filing of additional statements and information. The formal
questions in the application/notification are not intended to limit an
Aapplicant’s/notificant’s presentation. The Aapplicant/notificant
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 the Aapplicant’s/noticant’s
judgment may accompany the application/notification.

Compliance
The Board expects Aapplicant/ and Nnotificant is expected to
comply with all representations and commitments made in its
application/notification. The Aapplicant/ and Nnotificant should
immediately contact the appropriateFederal Reserve Bank if there
is any material change in the information presented prior to the
establishment of the office.

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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)

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 the Aapplicant’s external auditors.

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

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

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

Provide a brief summary of the Aapplicant’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 the Aapplicant and its
ultimate parent, 5 if any, showing all subsidiaries of the
Aapplicant and its ultimate parent. Include the place of
incorporation for all subsidiaries.

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

List all persons (natural as well as legal) in the upstream chain
of ownership of the Aapplicant who, directly or indirectly, own
5 percent or more of the voting shares of the Aapplicant 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 Aapplicant or
its ultimate parent.

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

Describe the methods used by the Aapplicant to monitor and

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

If the Aapplicant, 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 ‘‘BHC Act’’), Regulation Y, or Regulation
K that the Aapplicant 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 Aapplicant has relied on the
nonbanking exemptions afforded by sections 2(h) and
4(c)(9) of the BHC Act (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, the Aapplicant
may include such information by reference to those filings.

10. State whether the foreign bank Aapplicant 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
Aapplicant 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, the Aapplicant may
include such information by reference to those filings.

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.

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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. The Aapplicant
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 the Aapplicant’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. The Aapplicant 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 the Aapplicant 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 fiscal quarter and for the
past two (2) fiscal years.
c. If the Aapplicant or any parent foreign bank is from a
country subscribing to the Basel Accord, indicate the
approach (standardized or advanced) followed by the
applicant or any parent foreign bank for calculating riskweighted assets. pProvide, 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

common equity tier 1, additional tier 1, and tier 2 capital
pursuant to under the Basel risk-based capital adequacy
regulations, guidelines, and provide calculations of
thecommon equity tier 1 capital, ratios of tier 1 capital ,and
total capital and leverage ratios to risk-weighted assets for
the Aapplicant 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 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) supplementary
leverage ratios for each organization pursuant to the home
country capital adequacy guidelines. The 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 standard ofor the Aapplicant or
any parent foreign bank differs from thatose established
under the Basel Accord, provide information regarding the
capital standard applied in the home country of the
Aapplicant 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 the Aapplicant’s
assets. The information should be presented for the
Aapplicant’s consolidated organization. If consolidated
figures are not available, indicate what portion of the
Aapplicant’s consolidated assets is not reflected in the
response. The response should include, but need not be
limited to, the following (the Aapplicant 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, or otherwise
restructured; and
v.vi.
Foregone interest income on non-accrual and
reduced interest loans.
e. Total reserves available to cover credit-related losses for
the end of the most recent fiscal quarter- and fiscal yearends. The total amounts should be broken down into
‘‘specific,’’ ‘‘general,’’ and/or other relevant categories.

DRAFT

‘‘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 the Aapplicant. 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 homecountry supervisor to enforce the Aapplicant’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
Aapplicant 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.

IV. Home-Country Supervision
15. Describe the bank regulatory system that exists in the home
country of the Aapplicant and, if different, the home country of
any foreign bank in the ownership chain. 6 Your response
should identify the Aapplicant’s primary home-country
supervisor and the major laws governing the Aapplicant’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 home country supervisor monitors the condition
and operations of the Aapplicant’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 the
Aapplicant to the home-country supervisor. Specify
whether the reports contain information on the domestic
and foreign subsidiaries of the Aapplicant 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 the Aapplicant
(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 the Aapplicant’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), 7 and specify whether any such
restrictions apply to ‘‘upstream,’’ ‘‘downstream,’’ or

If the Federal Reserve has previously determined that another bank from
the Aapplicant’s home country is subject to comprehensive consolidated
supervision, the Aapplicant 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, the Aapplicant 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, the Aapplicant should confirm
that there have been no material changes in the manner in which the

16. Indicate what other domestic regulatory authorities, if any, in
addition to the primary home-country supervisor, supervise
subsidiaries or particular activities of the Aapplicant. 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 the Aapplicant’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 the Aapplicant (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

Aapplicant is supervised and regulated by its home-country supervisor(s)
since that previous application or, if material changes have occurred, the
Aapplicant should describe such changes.
7

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.

DRAFT

money laundering, terrorist financing, or other illicit activities.
The response should describe:
a. The anti-money-laundering 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. 8 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

parent, if any, from providing information on the operations or
activities of the Aapplicant 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 Aapplicant and its ultimate
parent, if any, propose to provide the Board with adequate
assurances of access to information.
20. Discuss the status of any other regulatory filings required to
be made in connection with the Aapplicant’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 the
Aapplicant that the Aapplicant is duly organized, licensed as a
bank, and in good standing, and such supervisor consents to
establishment of the proposed office.
22. The Aapplicant 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).

19. List all jurisdictions (in addition to the home country) in which
the Aapplicant has material operations. 9 For each such
jurisdiction, describe any secrecy laws or other impediments
that would restrict the ability of the Aapplicant or its ultimate

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

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

percent or more of the consolidated, worldwide assets of the foreign bank
or its ultimate parent.

Material operations exist in any jurisdiction in which the direct and
indirect activities in that jurisdiction, in the aggregate, account for 5

Formatted: Indent: Left: 0", First line: 0", Space After:
6 pt

DRAFT

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)
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 the Aapplicant’s external auditors.

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

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

Provide a brief summary of the Aapplicant’s experience in
international banking. The discussion should include a
general description of the volume and character of the
Aapplicant’s current international business and the location,
number, and asset size of direct offices overseas.

Provide an organization chart for the Aapplicant and its
ultimate parent, 10 if any, showing all subsidiaries of the
Aapplicant and its ultimate parent. Include the place of
incorporation for all subsidiaries.

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

Describe the methods used by the Aapplicant to monitor and
control its operations, including those of its domestic and

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 the Aapplicant’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. The Aapplicant 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 the Aapplicant 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 fiscal quarter and for the
past two (2) fiscal years.
Information on the compliance of the Aapplicant 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 the Aapplicant and any foreign bank parent.

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.

DRAFT

Attachment B—Continued
IV. Home-Country Supervision
13. Briefly describe the bank regulatory system that exists in the
home country of the Aapplicant and, if different, the home
country of any foreign bank in the ownership chain. 11 Your
response should identify the Aapplicant’s primary homecountry supervisor and the major laws governing the
Aapplicant’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 home country supervisor monitors the condition
and operations of the Aapplicant’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 the
Aapplicant to the home country supervisor. Specify
whether the reports contain information on the domestic
and foreign subsidiaries of the Aapplicant 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 the Aapplicant
(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 operations of the Aapplicant. Describe the
methods used by the home-country supervisor to monitor
compliance with these limitations.

11 If the Federal Reserve has previously determined that another bank from
the Aapplicant’s home country is subject to comprehensive consolidated
supervision, the Aapplicant 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, the Aapplicant 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, the Aapplicant should confirm
that there have been no material changes in the manner in which the
Aapplicant is supervised and regulated by its home-country supervisor(s)

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 the Aapplicant’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 the Aapplicant (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 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
counterterrorist 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 the Aapplicant has material operations. 13 For each
such jurisdiction, describe any secrecy laws or other
impediments that would restrict the ability of the Aapplicant or
its ultimate parent, if any, from providing information on the
operations or activities of the Aapplicant and any of its

since that previous application or, if material changes have occurred, the
Aapplicant should describe such changes.
12 These recommendations can be obtained from the following website:
http://www.oecd.org/ fatf-gafi.org/topics/fatfrecommendations
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.

DRAFT

Attachment B—Continued
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 any material impediments exist, discuss the manner in which
the Aapplicant and its ultimate parent, if any, propose to
provide the Board with adequate assurances of access to
information.
17. Discuss the status of any other regulatory filings required to
be made in connection with the Aapplicant’s proposal to
establish an office, and indicate when action on such filings is
expected.

18. Provide a statement from the home-country supervisor of the
Aapplicant that the Aapplicant is duly organized, licensed as
a bank, and in good standing, and such supervisor consents
to establishment of the proposed office.
19. The Aapplicant 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).
20. Proof of newspaper publication should be provided when
available.

DRAFT

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 the Nnotificant’s ranking by
asset size in the home country.

Provide current information regarding all persons (natural as
well as legal) in the upstream chain of ownership of the
Nnotificant who, directly or indirectly, own 5 percent or more
of the voting shares of the Nnotificant 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 Nnotificant or its ultimate parent.

Confirm (or modify as appropriate) that there have been no
material changes in the methods used by the Nnotificant to
monitor and control its operations, including those of its
domestic and foreign subsidiaries, since the Federal
Reserve’s most recent determination that the Nnotificant 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.

Provide the following information on the manager of the proposed U.S. office:
a. titles or positions with the notifApplicant 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 applnotification.

Confirm (or modify as appropriate) that the Nnotificant 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 the
Nnotificant would apply to the proposed office the same
policies and procedures, including those pertaining to antimoney laundering, as are in effect at its existing U.S. offices.

III. Financial Information
7. Provide the following financial information for the Nnotificant 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 fiscal quarter 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 fiscal quarter and for the
past two fiscal years.
c. If the Nnotificant or any parent foreign bank is from a country
subscribing to the Basel Accord, indicate the approach
(standardized or advanced) followed by the notificant or any
parent foreign bank for calculating risk-weighted assets.
pProvide, 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 common equity tier 1, additional
tier 1, and tier 2 capital pursuant to under the Basel risk-based
capital adequacy regulations, guidelines, and provide
calculations of thecommon equity tier 1 capital, ratios of tier 1
capital ,and total capital and leverage ratios to risk-weighted
assets for the Nnotificant 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 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) supplementary leverage ratios
for each organization pursuant to the home country capital
adequacy guidelines. The 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 standard of the Nnotificant or any
parent foreign bank differs from thatose established under the
Basel Accord, provide information regarding the capital
standard applied in the home country of the Nnotificant 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 the Nnotificant’s assets.
The information should be presented for the Nnotificant’s
consolidated organization. If consolidated figures are not
available, indicate what portion of the Nnotificant’s consolidated
assets is not reflected in the response. The response should

DRAFT

Attachment C—Continued
e. include, but need not be limited to, the following (the Nnotificant
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, or otherwise
restructured; and
v.vi. Foregone interest income on non-accrual and reduced
interest loans.
ef. Total reserves available to cover credit-related losses for the
end of the most recent fiscal 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 the Nnotificant is subject to comprehensive
consolidated supervision. Confirm (or modify as appropriate)
that there have been no material changes in the manner in
which the Nnotificant is supervised and regulated by its homecountry 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 the Nnotificant or
in the Nnotificant’s anti-money-laundering or counterterrorist
financing policies and procedures, since the Federal
Reserve’s most recent review of such matters.

VI. Miscellaneous
10. Indicate whether there have been any changes to the list of
jurisdictions in which the Nnotificant has material operations
since such information was previously provided to the Federal
Reserve. 14 For any additional such jurisdiction, describe any
secrecy laws or other impediments that would restrict the
ability of the Nnotificant or its ultimate parent, if any, to provide
information on the operations or activities of the Nnotificant
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 Nnotificant 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 the Nnotificant’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
Nnotificant 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.

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.

DRAFT

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)
Report need not be provided). This information may be
submitted in advance of the applnotification.

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

Provide a copy of the Nnotificant’s most recent annual report
to shareholders and current information on the Nnotificant’s
ranking by asset size in the home country.

Provide information on the volume and character of the
Nnotificant’s current international business and the location,
number, and asset size of direct offices overseas.

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.

Provide a current organization chart for the Nnotificant and its
ultimate parent, if any, showing all subsidiaries of the
Notificant and its ultimate parent. 15 Include the place of
incorporation for all subsidiaries.

Indicate the total number of individuals to be employed in the
proposed representative office for each of the first three years
of operation.

Confirm (or modify as appropriate) that the Nnotificant 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 the
Nnotificant 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.

List all persons (natural as well as legal) in the upstream chain
of ownership of the Nnotificant who, directly or indirectly, own
5 percent or more of the voting shares of the Nnotificant 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 Nnotificant or
its ultimate parent.

If the Federal Reserve has not previously approved an
application from the Nnotificant 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 the Nnotificant to establish a
U.S. office, confirm (or modify as appropriate) that there have
been no material changes in the methods used by the
Nnotificant to monitor and control its operations, including
those of its domestic and foreign subsidiaries, since that time.

If not previously provided to the Federal Reserve, provide the
following information on the individual with the most senior
decisionmaking authority for the Nnotificant and for the
manager of the proposed U.S. office:
a. titles or positions with the Nnotificant; and
b. the biographical information requested in the Interagency
Biographical and Financial Report FR 2081c (the Financial

II. The Proposed Office

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

III. Financial Information
10. Provide the following financial information for the Nnotificant
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 fiscal quarter and for the
past two fiscal years. Information on the Nnotificant’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 the Nnotificant and any foreign bank parent.

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.

DRAFT

Attachment D—Continued
IV. Home-Country Supervision

VI. Miscellaneous

11. If the Federal Reserve has not previously approved an
application from the Nnotificant 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 the Nnotificant 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 the Nnotificant is
supervised and regulated by its home-country supervisors
since the time of the Federal Reserve’s approval.

13. List all jurisdictions (in addition to the home country) in which
the Nnotificant has material operations. 16 (If the Nnotificant
previously has submitted this information to the Federal
Reserve, the Nnotificant 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 the
Nnotificant or its ultimate parent, if any, to provide information
on the operations or activities of the Nnotificant 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
Nnotificant and its ultimate parent, if any, propose to provide
the Federal Reserve with adequate assurance of access to
such information.

V. Anti-Money-Laundering and Other Related
Measures
12. If the Federal Reserve has not previously approved an
application by the Nnotificant or any other bank from the
Nnotificant’s 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 the Nnotificant
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 the Nnotificant 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 the Nnotificant or
in the Nnotificant’s anti- money -laundering or counterterrorist
financing policies and procedures, since such information was
last considered by the Federal Reserve.

14. Discuss the status of any other regulatory filings required to
be made in connection with the Nnotificant’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 the
Nnotificant 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, the
Nnotificant 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.

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.

Formatted: Indent: Left: 0.01", Hanging: 0.25", Right:
0", Space After: 12 pt

DRAFT

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 Aapplicant/notificant 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 the
applicant/notificant] (‘‘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.

2. Consent to jurisdiction. Each of [name of the
applicant/notificant] (‘‘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.

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 C.F.R. § 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
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.; and
(d) the Bank Secrecy Act, or the Currency and Foreign Transactions Reporting Act.

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File Modified	2018-07-23
File Created	2017-09-26