Form FR K-1 FR K-1 International Applications and Prior Notifications under

FR K-1
OMB Number 7100-0107
Approval expires July 31, 2018
Page 1 of 17

Board of Governors of the Federal Reserve System

International Applications and Prior Notifications under
Subparts A and C of Regulation K—FR K-1
General Information and Instructions
The following material has been prepared to assist in preparation
of applications and prior notifications relating to international
operations under the Board's Regulation K. Checklists are
attached providing the types of information that will normally be
required. Some of the items may not be applicable to a particular
proposal. Applications and notifications that, in the judgment of
the Reserve Bank, do not substantially contain the information
specified in the checklists will not be accepted and may be
returned to the applicant for resubmission.
Applications and notifications should be addressed to the Board of
Governors of the Federal Reserve System in 10 copies and are to
be submitted to the Federal Reserve Bank of the District in which
the parent company is located or, if none, the District in which the
applying organization is or will be located. Submissions may be in
letter form, or by cover letter accompanied by a memorandum containing the required information. Prior consultations with the
Reserve Bank, and, if necessary, the Board's staff, are suggested
to resolve questions or to assure that applications and notifications
for proposed Edge corporations or investments or branches with
unusual characteristics are properly filed. Information regarding
investments must be maintained and made available to examination staff upon request. Branch openings, closings, and relocations
must be reported after the fact on the Report of Organizational
Structure (FR Y-10; OMB No. 7100-0297) in accordance with the
instructions for that form.
With respect to matters requiring the publication of notice in a
newspaper of general circulation, an affidavit of publication should
either accompany the application or notice, or should be provided
as soon as possible after filing.
Attachment A should be used in filing 30-day prior notifications to
establish initial foreign branches. Attachment B should be used
for prior notifications by banking organizations that already operate branches in two or more foreign countries to establish
branches in additional foreign countries pursuant to the 12 business days prior notification procedures.

For all applications or notifications filed pursuant to this form FR
K-1, the following certification is required.

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 any information pertaining to an individual and submitted to the Board 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 Board and to consent or to object to public release of such
information. I certify that the Applicant/Notificant and the involved
individual consent to public release of any such information,
except to the extent set forth in a written request by the Applicant/
Notificant or the individual, submitted in accordance with the
Instructions to this form and the Board's Rules Regarding
Availability of Information (12 C.F.R. Part 261), requesting confidential treatment for the information.
I acknowledge that approval of this application/notification is in
the discretion of the Board of Governors of the Federal Reserve
System (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.

Public reporting burden for this information collection is estimated to vary from 10 to 20 hours per response, with an average of 12 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.
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General Information and Instructions—Continued

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/Notificant
may request confidential treatment for any information submitted in
or in connection with its application/notification that Applicant/
Notificant believes is exempt from disclosure under the FOIA. For
example, if Applicant/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.
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 must
demonstrate that disclosure would fall within the scope of one or
more of the FOIA exemptions from disclosure.) Applicant/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.'' As noted, Applicant/
Notificant must follow this same procedure with regard to filing any
supplemental information to the application/notification.
With respect to applications/notifications that include information
regarding an individual or individuals associated with the proposed
transaction, the Board expects Applicant/Notificant to certify that it
has obtained the consent of the individual(s) to public release of such
information prior to its submission to the Board or, in the absence of
such consent, to submit (or ensure that the individual(s) submit(s)) a
timely request for confidential treatment of the information in accordance with these instructions. Information submitted directly by an
individual or individuals will become part of the relevant application/
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 will determine whether information submitted
as confidential will be so regarded, and will advise Applicant/
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 Board's staff
normally will apprise Applicant/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 confidential
treatment and the Board's procedures for addressing such requests,
consult the Board's Rules Regarding Availability of Information,
12 C.F.R. Part 261, including 12 C.F.R. § 261.15, which governs
requests for confidential treatment.

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Attachments

The section numbers cited below are references to Regulation K (12 C.F.R. § 211).
Attachment A—Information Required in
1. Notification to Establish Initial Foreign Branches by Member Banks, Edge Corporations, or Foreign Subsidiaries
(Section 211.3(b)(2))
2. Application for Branches to Engage in New Activities (Section 211.4(b))
Attachment B—Notification to Establish Additional Foreign Branches of Member Banks, Edge Corporations, or Foreign Subsidiaries
(Section 211.3(b)(3))
Attachment C—Information Required in*
1. Application to Establish an Edge Corporation (Section 211.5)
2. Application for Edge Corporations to Engage in Certain Domestic Activities (Section 211.6(b))
3. Application to Acquire Edge Corporations by Foreign Controlled Institutions or Application to Change Control of
Edge Corporations by Foreign Controlled Institutions (Sections 211.5(d) and 211.5(e)(1), respectively)
Attachment D—Model Articles of Association for an Edge Corporation (Section 211.5)
Attachment E—Model Organization Certificate for an Edge Corporation (Section 211.5)
Attachment F—Notification to Establish Domestic Branches of an Edge Corporation (Section 211.5(f))
Attachment G—Application to Amend Articles of Association of an Edge Corporation (Section 211.5(c))
Attachment H—Information Required in
1. Application to Invest in Other Foreign Organizations for Member Banks, Edge or Agreement Corporations, and
Bank Holding Companies (Sections 211.4(a)(8) and 211.9(g))
2. Application to Engage in New Foreign Activities by Member Banks, Edge or Agreement Corporations, and Bank
Holding Companies (Section 211.10(c))
Attachment I —Notification to Invest in Other Foreign Organizations for Member Banks, Edge and Agreement Corporations, and Bank
Holding Companies (Section 211.9(f))
Attachment J—Application to Invest in Excess of Ten Percent of Capital and Surplus in Edge Corporations (Section 211.5(h))
Attachment K—Notification to Establish an Export Trading Companies (Section 211.34)

purposes of this Attachment C, the term "agreement corporation" may be used interchangeably with the term "Edge Corporation." Applicants to
* For
establish agreement corporations may obtain a copy of the form agreement by contacting Federal Reserve Board staff.

Applications and prior notifications are required under sections 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 601–604(a) and 611–
631, respectively), sections 4(c)(13), 4(c)(14), and 5(c) of the Bank Holding Company Act (12 U.S.C. § 1843(c)(13), 1843(c)(14), and 1844
(c), respectively, and Regulation K (12 C.F.R. § 211).

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Attachment A
Information Required in
1. Notification to Establish Initial Foreign Branches by Member Banks, Edge Corporations, or Foreign Subsidiaries (Section 211.3(b)(2))
2. Application for Branches to Engage in New Activities (Respond to Items 1, 2, 4, 6, and 8) (Section 211.4(b))

1. Name of applying organization.
2. Location (city and country) of proposed branch.

6. Estimated start-up costs and projected size of branch's
assets and earnings at end of third year of operations.
7. Background of the officers of the proposed branch.

3. a. Existing representation in the foreign country, if any.
b. Discussion of the ways in which it is believed the branch
would further the development of the applying bank's
international or foreign business.
4. Type of business to be conducted (including the provision or
provisions of Regulation K under which the activities of the
branch would be permissible) and types of services to be
offered, including:
a. Whether any existing or planned future business will be
transferred to the proposed branch, indicating the volume
and type of such business.
b. If any of the proposed activities are not listed in section
211.4, discuss the risks related to the conduct of the proposed activities as well as any limits, safeguards or controls that will be implemented to mitigate these risks. Also,
discuss the degree to which the proposed activities will be
supervised by foreign regulatory authorities.

8. Status of foreign government approvals, if any.
9. For a member bank's first branch, and for the second branch
where the first was not a full-service branch, a summary of
the bank's experience in international banking, including the
volume and character of present international business, a
description of the bank's foreign or international department,
the number of its staff, and the background of its officers.
Also, discuss how the branch will be overseen and monitored.
10. Details on any locally imposed capital requirements and any other
special requirements relating to the utilization of capital funds.
11. Indicate whether there are any requirements under the laws of
the jurisdiction in which the branch would be located that would
impede the provision of information about the operations,
assets, and liabilities of the branch to U.S. bank regulators. If
any such impediments exist, discuss what steps would be
taken to insure compliance with section 211.13 of Regulation K.

5. a. If the investor has not previously filed a Country Exposure
Report, the investor should estimate its direct and indirect
credit exposure to borrowers from this country. In making this
estimate, loans to, and claims on, a bank whose head office
is located in the country where the branch is to be established
should be considered exposure to that country, regardless
of where the loan is extended or the claim arises.
b. If projections indicate that at the end of the third year of
operations of the proposed branch, the direct and indirect
country exposure, as calculated below, will increase more
than 25 percent from the levels reported in the most recently
filed Country Exposure Report (FFIEC 009) and this amount
is greater than 15 percent of consolidated capital, show the
projected consolidated exposure for that country. For this
purpose, country exposure is both cross-border exposure
(which may be calculated by adding the figures under columns 4, 11, 12, and 13 of the FFIEC 009 and subtracting
the sum of columns 8, 9, and 10) and net local currency
exposure (subtract column 19 from column 18).

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Attachment B
Notification to Establish Additional Foreign Branches of Member Banks, Edge Corporations, or Foreign Subsidiaries (Section 211.3(b)(3))

1. Name of applying organization.
2. Location (city and country) of proposed branch.
3. Brief description of proposed activities, including the provision or provisions of Regulation K under which the activities
of the branch would be permissible.
4. Projected asset size of the branch at the end of its third year
of operations.

5. Indicate whether there are any requirements under the laws of
the jurisdiction in which the branch would be located that
would impede the provision of information about the operations, assets, and liabilities of the branch to U.S. bank regulators. If any such impediments exist, discuss what steps would
be taken to insure compliance with section 211.13 of
Regulation K.
6. Status of foreign government approvals, if any.

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Attachment C*
Information Required in
1. Application to Establish an Edge Corporation (Section 211.5)
2. Application for Edge Corporations to Engage in Certain Domestic Activities (Respond to Items 2, 5, 6, and 7b) (Section 211.6(b))
3. Application to Acquire Edge Corporations by Foreign Controlled Institutions or Application to Change Control of Edge Corporations
by Foreign Controlled Institutions (Respond to Items 2, 4, 5, 6, and 7b). If appropriate, respond also to Items 3, 9, and 10 and
Attachment G) (Sections 211.5(d) and 211.5(e)(1))

1. The signed and dated proposed articles of association and an
executed organization certificate, as prescribed by Section 25A
of the Federal Reserve Act and Section 211.5 of Regulation K
(see pages 5 and 6 of FR K-1).
2. Proposed activities to be conducted by the Edge corporation,
including the provision or provisions of Regulation K under which
the activities of the Edge corporation would be permissible.
3. For the bank's first Edge corporation, a summary of the
bank's experience in international banking operations, including the volume and character of present international business, a description of the foreign or international department,
the number of its staff, and background of its officers. Foreign
banking institutions need not respond to this question.
4. Management of the proposed Edge corporation, including a
short biographical sketch of each of the proposed directors
and officers.
5. Any request for investment authority by the proposed Edge
corporation that the applicant desires to be considered concurrently with the application to form a corporation. Complete
Attachment H with respect to any such request.
6. Description of how the convenience and needs of the community or communities will be served by the proposed Edge
corporation with respect to international banking and financing services.
7. Financial information:
a. Capitalization.
b. Projected balance sheets and income statements for three
years in summary form.

8. Foreign banking institutions that do not otherwise file the
Annual Report of Foreign Banking Organizations (FR Y-7) and
the Report of Changes in Organizational Structure (FR Y-10))
are required to file additional information. The items of forms
FR Y-7 and FR Y-10 that should be filed are:
a. On financial condition: FR Y-7, Report Items 1A through 1D.
b. On activities in the U.S.: FR Y-10.
9. In addition, for foreign institutions:
a. Describe the general supervisory review and oversight of
the applicant that is conducted by the applicant's homecountry supervisor and, if different, the home country
supervisor of any top-tier foreign bank in the ownership
chain with respect to the proposed Edge corporation. The
description should address how the home-country supervisor receives information on the worldwide operations of the
bank (e.g., through examination, audit reports, financial
reporting, prudential standards, etc.). Include a discussion
of how the home-country supervisor obtains information on
the dealings and relationships between the applicant and
its foreign and domestic affiliates.
b. Provide a statement from the applicant describing the laws
that would restrict the applicant or any of its parents (bank
or bank holding company) from providing information to the
Board necessary to determine and enforce compliance with
applicable U.S. law. Further, the applicant should describe
what controls and procedures will be put in place in the
proposed Edge corporation to ensure continuing compliance with U.S. law.

purposes of this Attachment C, the term "agreement corporation" may be used interchangeably with the term "Edge corporation." Applicants to
* For
establish agreement corporations may obtain a copy of the form agreement by contacting Federal Reserve Board staff.

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Attachment D
Model Articles of Association for an Edge Corporation (Section 211.5)

Corporation to do Business under Section 25A of the Federal Reserve Act

Articles of Association
For the purpose of organizing a corporation to do business under
section 25A of the Federal Reserve Act, the undersigned subscribers for the stock of the corporation hereinafter named do
enter into the following articles of association:
FIRST. The name of this corporation shall be “
“
.”
SECOND. This corporation is being organized for the purpose of
engaging in international or foreign banking and international or
foreign financial operations within the limitations prescribed in
section 25A of the Federal Reserve Act and regulations thereunder, either directly or through the agency, ownership, or control of
local institutions in foreign countries or in dependencies or insular
possessions of the United States.
THIRD. The home office of this corporation shall be located in the
United States at

SEVENTH. The capital stock of this corporation shall be
.
EIGHTH. By amendment to these articles, the capital stock may,
at any time, with the approval of the Board of Governors of the
Federal Reserve System, be increased or reduced to an amount
not less, in any case, than $2,000,000 by a vote of two-thirds of
the shareholders, or by unanimous consent in writing of the shareholders without a meeting and without a formal vote, according to
the provisions of section 25A of the Federal Reserve Act.
NINTH. The Board of Directors, a majority of whom shall be a
quorum to do business, shall have power to appoint such officers
and employees as may be deemed proper, define their authority and
duties, require bonds of them, and fix the penalty thereof, dismiss
such officers or employees, or any thereof, at pleasure, and appoint
others to fill their places; and to prescribe by-laws consistent with
law and with the regulations of the Board of Governors of the
Federal Reserve System regulating the manner in which its stock
shall be transferred, its directors elected or appointed, its officers
and employees appointed, its property transferred, and the privileges granted to it by law exercised and enjoyed.

.
FOURTH. Subject to the prior approval of the Board of Governors
of the Federal Reserve System as to the establishment of
branches and agencies, the operations of this corporation shall
be carried on in the following place or places:

FIFTH. The Board of Directors shall consist of not less than
nor more than
members. The first meeting of the shareholders
for the election of directors shall be at

on the
or at such other place and time as a majority of the undersigned
shareholders may direct.
SIXTH. The regular annual meeting of the shareholders for the
election of directors shall be held each year in the United States
at the home office of the corporation, upon the date fixed by the
directors in the by-laws of the corporation, and all elections shall
be held according to such regulations as may be prescribed by
the Board of Directors not inconsistent with the provisions of section 25A of the Federal Reserve Act and of these articles.

TENTH. A majority of the shares of the capital stock of this corporation shall, at all times, be held and owned by citizens of the
United States, by corporations the controlling interest in which is
owned by citizens of the United States, chartered under the laws
of the United States or of a state of the United States, or by firms
or companies the controlling interest in which is owned by citizens of the United States, or by other institutions approved by the
Board pursuant to the thirteenth paragraph of section 25A of the
Federal Reserve Act. Provision shall be made in the by-laws for
the enforcement of this requirement.
ELEVENTH. This corporation shall have succession for a period of
twenty years from the date of the issuance of its preliminary permit to
begin business, unless sooner dissolved by an act of its shareholders
owning at least two-thirds of its stock, or by an act of Congress, or
unless its franchise becomes forfeited by some violation of law; but it
may, at any time within two years previous to the date of the expiration of its corporate existence, by vote of the shareholders owning
two-thirds of its stock, apply to the Board of Governors of the Federal
Reserve System for its approval to extend the period of its corporate
existence for a term of not more than twenty years.
TWELFTH. These articles of association may, with the approval of
the Board of Governors of the Federal Reserve System, be amended in
the following manner:

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Attachment D—Continued
Model Articles of Association for an Edge Corporation (Section 211.5)

IN WITNESS WHEREOF, we have hereunto set our hands, this

day of
Day

Month

Year

To be signed by at least five natural persons

1.
Signature

Address

Signature

Address

Signature

Address

Signature

Address

Signature

Address

2.
3.
4.
5.

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Attachment E
Model Organization Certificate for an Edge Corporation (Section 211.5)

Corporation to do Business under Section 25A of the Federal Reserve Act

Organization Certificate
We the undersigned, whose names are specified in Article Fifth of this certificate, having associated ourselves for the purpose of organizing
a corporation to do business under Section 25A of the Federal Reserve Act, do make and execute the following organization certificate:
FIRST. The name of this corporation shall be
“

”

SECOND. The home office of this corporation shall be located in the United States at
Address

City

State

Zip Code

THIRD. Subject to the prior approval of the Board of Governors of the Federal Reserve System as to the establishment of branches or
agencies, the operations of this corporation shall be carried on in the following place or places:

FOURTH. The capital stock of this corporation shall be

FIFTH. The name, the place of business or residence of each person executing this certificate, and the number of shares of this corporation
to which each has subscribed, are as follows:
Name

Place of Business or Residence
(Town or City and State)

Number of Shares

1.
2.
3.
4.
5.

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Attachment E—Continued
Model Organization Certificate for an Edge Corporation (Section 211.5)

SIXTH. This certificate is made in order that we may avail ourselves, and in order that other persons, firms, companies, and corporations who or which may hereafter subscribe to or purchase the shares of the capital stock of this corporation may avail themselves of
the advantages of the aforesaid Section 25A of the Federal Reserve Act.
IN WITNESS WHEREOF, we have hereunto set our hands, this

day of
Day

Year

Month

To be signed and acknowledged by those who have signed the articles of association
1.
Signature

Address

Signature

Address

Signature

Address

Signature

Address

Signature

Address

2.
3.
4.
5.

Acknowledgment must be made before a Judge of Court of Record or Notary Public

}

STATE OF
COUNTY OF
Before the undersigned, a

ss:

of

personally appeared

to me well known, who severally acknowledge that they executed the foregoing Certificate for purposes therein mentioned.
WITNESS my hand and seal of office
this

day of
Day

Month

Year

(OFFICIAL SEAL
OF OFFICER)

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Attachment F
Notification to Establish Domestic Branches of an Edge Corporation (Section 211.5(f))

1. Name of applying Edge corporation.
2. Amended articles of association, if necessary.
Provide the following for each proposed branch:
3. Location of proposed branch, and copy of notice published in
newspaper of general circulation in area to be served.
4. Discussion of the ways in which it is believed the branch
would further the development of applicant's international
or foreign business.

5. Type of business to be conducted and types of services to be
offered, including:
a. Whether any existing or planned future business will be
transferred to the proposed branch, indicating the volume
and type of such business.
b. The provision or provisions of Regulation K under which the
activities of the proposed branch would be permissible.
c. Projected asset size of branch at end of third year of operations.
6. Description of how the convenience and needs of the community or communities will be served by the proposed branch
with respect to international banking and financing services.

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Attachment G
Application to Amend Articles of Association of an Edge Corporation (Section 211.5(c))

1. An executed and dated certificate of amendment to the articles
of association setting forth articles to be amended, as well as
the proposed amendments.
2. Brief statement of reason for each of the proposed changes.

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Attachment H*
Information Required in
1. Application to Invest in Other Foreign Organizations for Member Banks, Edge or Agreement Corporations, and Bank Holding Companies.
(Sections 211.4(a)(8) and Section 211.9(g))
2. Application to Engage in New Foreign Activities by Member Banks, Edge or Agreement Corporations, and Bank Holding Companies.
(Respond to Items 1, 2b, 2f, 2g, 3, 5, and 6) (Section 211.10(c))

1. Name of applicant.
2. Brief description of proposed investment, including:
a. Name and location of the company in which the investment is to be made.
b. Discussion of ways it is believed the investment would
further the development of applicant's international or foreign business.
c. Total investment amount. Provide the cost of shares to be
acquired, and relevant exchange rates; state percentage
of total voting shares outstanding, and, if different, the
percentage of total equity to be held. Provide the total
amount of any premiums, other direct or indirect capital
contributions, or contingent payments. List subordinated
debt held or to be held by applicant.
d. For subsidiary and joint venture investments, identify and
note the existing and pro forma equity interests of other
10 percent or more shareholders. With respect to investments in partnerships, provide details on the potential
liabilities of each partner, including the applicant.
e. For a portfolio investment, provide information regarding
whether the applicant would have the ability to control the
organization in any manner (including, for example, through
written agreements among shareholders, veto rights over
major management or business decisions, etc.).
f. List significant activities of the company, including activities
and offices or subsidiaries through which business is or will be
conducted. Include the provision or provisions of Regulation K
under which the activities would be permissible.
g. Describe fully any activity that is not of a banking or financial nature, or any business conducted directly or indirectly in the United States. For activities not of a banking
or financial nature, discuss the risks related to the conduct of the proposed activities as well as any limits, safeguards or controls that will be implemented to mitigate the
risks. For any activity that the Board has not previously
determined to be of a banking or financial nature, discuss
whether the proposed activity is usual in connection with
the business of banking or other financial operations in
the country in which the activity is to be conducted, supported with examples of whether other banking and financial organizations engage in the activity and how the
activity is related to the banking business.
h. Discuss the degree to which, if any, the activities would be
subject to regulation and supervision by foreign authorities
following the proposed investment.
i. Describe the manner in which the entity in which the proposed investment is to be made would be managed.

3. Financial information:
a. Identify the source of funds for the proposed investment.
b. Provide recent, audited comparative balance sheets and
income statements in English (indicating relevant exchange
rates) for established companies. For new companies, provide in summary form projected balance sheets and income
statements (indicating exchange rates used) for three years.
Explanation should be provided of any significant deviations
from U.S. Generally Accepted Accounting Principles (GAAP).
c. Explain any credit arrangements, direct or indirect, granted
or expected to be granted by the investor or its affiliates to
the company, or vice versa.
d. Provide details of any capital or other financial requirements that the company must adhere to in accordance with
local law.
4. Country exposure:
a. If the investor has not previously filed a Country Exposure
Report, the investor should estimate its direct and indirect
credit exposure to borrowers from this country. In making this
estimate, loans to, and claims on, a bank whose head office
is located in the country where the investment is to be made
should be considered exposure to that country, regardless of
where the loan is extended or the claim arises.
b. If projections indicate that at the end of the third year of
operations of the proposed investment, the direct and indirect country exposure will increase more than 25 percent
from the levels reported in the most recently filed Country
Exposure Report (FFIEC 009) and this amount is greater
than 15 percent of consolidated capital, show the projected
consolidated exposure for that country. For this purpose,
country exposure is both cross-border exposure (which may
be calculated by adding the figures under columns 4, 11, 12,
and 13 of the FFIEC 009 and subtracting the sum of columns
8, 9, and 10) and net local currency exposure (subtract
column 19 from column 18).
5. Additional information for investments in joint ventures:
a. Describe any contracts to be entered into in connection with
the proposed investment, including agreements of support,
management agreements, technical services agreements,
and the like. Attach a copy or draft of the contracts.
b. State who will exercise effective control. Also describe
any veto powers that applicant or other shareholders will
exercise.

H does not apply to foreign investments made pursuant to financial holding company authority by bank holding companies that are also
*Attachment
financial holding companies. However, investments in foreign banks or through an Edge or agreement corporation may not be made using financial
holding company authority. FHCs may elect to make foreign investments under Regulation K rather than under financial holding company authority
and, in that case, should use this attachment.
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FR K-1
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Attachment H—Continued

c. Provide details concerning the financial resources of holders of more than 10 percent of the shares of the proposed
joint venture including for corporate entities, total assets,
stockholders' equity, and net income for the latest complete year, and, for individual shareholders, a short biography, indicating net worth, if possible.
d. Provide details of major management committees, including responsibilities of such committees and stockholder
representation.
e. Provide details of any special relationships between the
applicant (and its affiliates) and other shareholders in the
company, including any equity interests in, or any credit
granted to, other shareholders for purchase of the proposed investment.
f. State the percentages of consolidated assets and revenues attributable to activities not permissible to a subsidiary in regard to Section 211.8(c)(1) of Regulation K.
g. Describe the extent to which applicant's identity will be
associated with the company.

6. Compliance with foreign requirements:
a. Indicate whether the proposed transaction is subject to foreign regulatory approval, and discuss the status of any
such approval.
b. For additional investments due to changes in local government requirements, provide a copy of the relevant laws or
regulations in English or, if not available, provide a summary of the pertinent provisions.
7. For subsidiary or joint venture investments, indicate whether
there are any requirements under the laws of the local jurisdiction that would impede the provision of information to U.S.
bank regulators. If any such impediments exist, discuss what
steps would be taken to insure compliance with Section
211.13 of Regulation K.

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FR K-1
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Attachment I*
Notification to Invest in Other Foreign Organizations for Member Banks, Edge and Agreement Corporations, and Bank Holding Companies

1. Name of U.S. investor.
2. Name and location (city and country) of foreign company.
3. a. Amount of investment and percentage of ownership as a
result of the investment.
b. Identify the source of funds for the proposed investment.
4. Brief description of proposed activities, including citation of the
paragraph(s) of Regulation K under which the activities are
authorized. Also, discuss the degree to which the proposed
activities will be supervised by foreign regulatory authorities.
5. a. For subsidiary and joint venture investments, identify and
note the existing and pro forma equity interests of other
10 percent or more shareholders. With respect to investments in partnerships, provide details on the potential
liabilities of each partner, including the applicant.
b. For proposed joint venture investments, describe the financial and managerial support to be provided by the investor.
c. Describe the extent to which notificant's identity will be
associated with the joint venture.
d. For a portfolio investment, provide the percent of voting and
nonvoting equity owned and information regarding whether

the notificant would have the ability to control the organization in any manner (including, for example, through written
agreements among shareholders, veto rights over major
management or business decisions, etc.).
6. a. If an investment is being made in a de novo foreign bank
or nonbank company, indicate the approximate projected
asset size of the company at the end of its third year of
operations following the proposed investment.
b. For investments in established companies, submit an
abbreviated balance sheet and income statement for such
companies. For an additional investment in a subsidiary,
reference may be made to the Report of Condition for the
subsidiary (Form 2314), provided the information is no
more than approximately six months old.
7. Status of foreign regulatory approvals, if any.
8. For subsidiary or joint venture investments, indicate whether
there are any requirements under the laws of the local jurisdiction that would impede the provision of information to U.S.
bank regulators. If any such impediments exist, discuss what
steps would be taken to insure compliance with Section
211.13 of Regulation K.

I does not apply to foreign investments made pursuant to financial holding company authority by bank holding companies that are also finan* Attachment
cial holding companies. However, investments in foreign banks or through an Edge or agreement corporation may not be made using financial holding
company authority. FHCs may elect to make foreign investments under Regulation K rather than under financial holding company authority and, in that
case, should use this attachment.

03/2014

FR K-1
Page 16 of 17

Attachment J
Application to Invest in Excess of Ten Percent of Capital and Surplus in Edge Corporations (Section 211.5(h))

1. Name of applying organization.
2. Total amount of proposed additional investment in Edge or
agreement corporation subsidiaries and a brief description of
the purpose of the proposed additional investment.
3. Information regarding the composition of the assets of the
bank's existing Edge and agreement corporations.

5. The total capital (including retained earnings) of each Edge
corporation, agreement corporation, and foreign bank subsidiary of the bank.
6. Capital ratios for the bank (complete with supporting documentation) that deconsolidate and deduct the aggregate
investment in and assets of all Edge or agreement corporations and all foreign bank subsidiaries.

4. The total capital invested by the bank to date in each Edge
and agreement corporation subsidiary.

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FR K-1
Page 17 of 17

Attachment K
Notification to Establish Export Trading Companies (Section 211.34)

1. Name of notifying organization.
2. Brief description of proposed investment, including:
a. Name of business organization and location.
b. Cost of shares to be acquired; indicate number, type, and
percentage of total voting shares outstanding, and, if different, percentage of total equity to be held. Provide the total
amount of any premiums, other direct or indirect capital contributions, or contingent payments. List subordinated debt
held or to be held by applicant.
c. If the investment is in the shares of a partnership, furnish
details on the liabilities of such shares.
d. List offices or subsidiaries through which business is or
will be conducted.
e. Provide a list of directors and senior management, including their principal affiliations, and a list of all shareholders
holding 10 percent or more of any class of the shares of
the company.
f. Describe significant activities of the company and discuss
how company will control risks arising from those activities not of a traditional banking or financial nature.
3. Financial information:
a. Provide recent, audited comparative balance sheets and
income statements for established companies. For new
companies, provide projected balance sheets (including
projected inventories) and income statements for three
years. Discuss briefly the proposed leveraging of the
company, as well as the assumptions and strategies supporting the projections.

b. Explain any credit arrangements direct or indirect, granted
or expected to be granted by the investor or its affiliates to
company, or vice versa.
4. Additional information for investments in joint ventures:
a. Describe any contracts to be entered into in connection with
the proposed investment, including agreements of support,
management agreements, technical services agreements,
and the like. Attach a copy or draft of the contracts.
b. State who will exercise effective control. Also, describe any
veto powers that applicant or other shareholders will exercise.
c. Provide details concerning the financial resources of holders of more than 10 percent of the shares of the proposed
joint venture, including for corporate entities, total assets,
stockholders' equity, and net income for the latest complete
year, and, for individual shareholders, a short biography
indicating net worth, if possible.
d. Provide details of major management committees, including responsibilities of such committees and stockholder
representation.
e. Provide details of any special relationships between the
notifying organization (and its affiliates) and other shareholders in the company, including any equity interests in, or
any credit granted to, other shareholders for purchase of
the proposed investment.
f. Describe the extent to which the notifying organization's
identity will be associated with the company.

03/2014