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

FR K-2
OMB Number 7100-0284
Approval expires July 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

Country

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 Applicant or Notificant 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."

No

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.
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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 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

Title

Address

Address

City

State

Area Code / Phone Number

Zip Code

County

City

Area Code / Phone Number

E-mail Address

E-mail Address

Signature of Chief Executive Officer or Designee

Date of Application

State

Zip Code

County

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

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

Financial Holding Companies

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).

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

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).

Access to Information and Consents
to Jurisdiction Commitments

Attachment E—Commitments Required in Connection with Applications and Notifications by Foreign Banks to Establish Branches,
Agencies, Commercial Lending Companies, or Representative
Offices in the United States.

Completion of the Form
Inquiries concerning the preparation and filing of this form should
be directed to the appropriate Reserve Bank, as defined in
section 211.21(c) of Regulation K. The required form is to be filed
by submitting the information requested in the appropriate attachment to the appropriate Reserve Bank. Alternative formats, if
used, must provide all requested information. The application and
notification must be substantially complete and responsive to
each item of information requested (including an indication that
the answer is ‘‘not applicable’’ or ‘‘none’’ where such is the case)
in order to be considered properly filed. The appropriate Reserve
Bank, concurrently with Board staff, will review the submitted
form to determine if it is substantially complete. As necessary to
complete the record of the application and notification, a request
for additional information will be sent to the contact person
named in the form.

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 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-moneylaundering and other related measures.

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

1. A foreign banking organization seeking approval to establish a commercial lending company also must have or obtain authority under section 4(c)(8)
of the Bank Holding Company Act and Regulation Y to engage in the nonbanking activities of the commercial lending company. An organization not
already having such authority may incorporate a request for the authority into the filing made under FBSEA.

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Instructions for Preparation of FR K-2—Continued
financial statements must be provided. This explanation should
included a discussion of the following practices and any other
material practices as determined by Applicant:
• The accounting principles used for consolidation of investments
on a line-by-line basis in the preparation of financial statements.
Comments should address the criteria by which 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
line-by-line basis. The method of valuation of investments in
which the Applicant holds an ownership interest of between 20
and 50 percent (i.e., historical cost, net asset value (book value),
market value, or appraised value) and the manner of the recognition of income should be included. (Separate financial statements may be required for any majority-owned subsidiary and
any 20 percent to 50 percent owned company controlled by the
Applicant that is not consolidated on a line-by-line basis, but only
if the or company equal more than 5 percent of the Applicant’s
consolidated assets).
•• The accounting practices used in the valuation, e.g., historical
cost, net asset value (book value), market value, or appraised
value, of short-term investments, long-term investments, and
fixed assets. Comments should disclose the manner of recognition of increases and/or decreases in the value of the assets.
•• The recording of guarantees, letters of credit, contingencies,
leases, pension obligations, and other similar accounts on the
books of the Applicant and any parent foreign bank. Comments
should indicate whether such accounts are carried as assets
and/or liabilities on the Applicant’s financial statements, are
disclosed as footnotes to the financial statements, or are
undisclosed.
•• The method used in translating foreign currency transactions
and foreign currency financial statements with respect to
current assets, long-term investments, fixed assets, long-term
debt, and forward exchange contracts. Comments should
include the method of recognition of any gains or losses
resulting from such translation and the effect of the translation
upon the recognition of revenue and expense and the determination of net income.
• The method by which interest revenue and interest expense are
recorded on the books of the Applicant.

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

Reserve considers this standard met if the foreign bank’s homecountry supervisor receives sufficient information on the foreign
bank’s worldwide operations (including the bank’s relationships to
any affiliates) to assess the foreign bank’s overall financial condition and compliance with law and regulation. In making such a
determination, the Federal Reserve assesses, among other factors,
the extent to which the home-country supervisor:
•• ensures that the foreign bank has adequate procedures for
monitoring and controlling its activities worldwide;
•• obtains information on the condition of the foreign bank and its
subsidiaries and offices outside the home country through
regular reports of examination, audit reports, or otherwise;
•• obtains information on the dealings and relationship between
the foreign bank and its affiliates, both foreign and domestic;
• receives from the foreign bank financial reports that are consolidated on a worldwide basis, or comparable information that
permits analysis of the foreign bank’s financial condition on a
worldwide, consolidated basis; and
• evaluates prudential standards, such as capital adequacy and
risk asset exposure, on a worldwide basis.
Under the Economic Growth and Regulatory Paperwork Reduction Act of 1996, which was enacted on September 30, 1996, the
Federal Reserve may approve an application to establish a
branch or agency subject to certain conditions even if the Federal
Reserve is unable to find that the foreign bank is subject to
comprehensive consolidated supervision. Specifically, the
Federal Reserve may approve an application by such foreign
bank if (i) the appropriate authorities in the home country of such
foreign bank are working to establish arrangements for the
consolidated supervision of such bank; and (ii) all other factors
are consistent with approval. In deciding whether to use its
discretion with respect to a determination concerning comprehensive
consolidated supervision, the Federal Reserve also considers the
extent to which the foreign bank has adopted and implemented
procedures to combat money laundering. The Federal Reserve
also takes into account the extent to which the home country of
the foreign bank has developed a legal regime to address money
laundering or is participating in multilateral efforts to combat
money laundering.
In evaluating an application to establish a representative office, the
Federal Reserve takes into account the standards that apply to the
establishment of branches and agencies, but a finding of comprehensive consolidated supervision is not required. With respect to
supervision by home-country authorities, a foreign bank that proposes
to establish a representative office must be subject to a supervisory
framework that is consistent with the activities of the proposed representative office, taking into account the nature of such activities
and the operating record of the applicant. Among the factors the
Federal Reserve may consider are the extent to which there is:

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Instructions for Preparation of FR K-2—Continued
• regular review of a substantial portion of the bank’s operations

by the home-country supervisor through examination, review of
external audits, or a comparable method;
• submission of periodic reports relating to financial performance;
and
assurance that the bank itself has a system of internal monitoring
• and control that enable bank management to administer properly
the bank’s operations.

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

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

Confidentiality
Under the provisions of the Freedom of Information Act (the
“FOIA”), 5 U.S.C. § 552, the application/notification is a public
document and available to the public upon request. Once
submitted, an application/notification becomes a record of the
Board and may be requested by any member of the public. Board
records generally must be disclosed unless they are determined
to fall, in whole or in part, within the scope of one or more of the
FOIA exemptions from disclosure. See 5 U.S.C. § 552(b)(l)-(9).
The exempt categories include (but are not limited to) ‘‘trade
secrets and commercial or financial information obtained from a
person and privileged or confidential’’ (exemption 4), and information

that, if disclosed, ‘‘would constitute a clearly unwarranted invasion of personal privacy’’ (exemption 6). An Applicant and Notificant may request confidential treatment for any information
submitted in or in connection with its application/notification that
Applicant and Notificant believes is exempt from disclosure under
the FOIA. For example, if Applicant and Notificant is of the
opinion that disclosure of commercial or financial information
would likely result in substantial harm to its competitive position
or that of its subsidiaries, or that disclosure of information of a
personal nature would result in a clearly unwarranted invasion of
personal privacy, confidential treatment of such information may
be requested. Any request for confidential treatment must comply
with the requirements of the Board’s “Rules Regarding Availability
of Information” (the “Board’s Rules”), 12 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 submission), and must discuss in detail
the justification for confidential treatment. Such justification must
be provided for each portion of the application/notification or
submission for which confidential treatment is requested.
Applicant’s/Notificant’s reasons for requesting confidentiality must
specifically describe the harm that would result from public
release of the information. A statement simply indicating that the
information would result in competitive harm or that it is personal
in nature is not sufficient. (A claim that disclosure would violate
the law or policy of a foreign country is not, in and of itself, sufficient to exempt information from disclosure. Applicant and Notificant must demonstrate that disclosure would fall within the scope
of one or more of the FOIA exemptions from disclosure.) Applicant and Notificant must follow the steps outlined immediately
below, and certify in the application/notification that these steps
have been followed. These same steps must be followed with
respect to any subsequent submission related to this application/
notification for which confidential treatment is sought.
Information for which confidential treatment is requested should be:
(1) specifically identified in the public portion of the application/
notification (by reference to the confidential section); (2) separately bound; and (3) labeled “CONFIDENTIAL.”
This application/notification requires the submission of information to the Federal Reserve regarding individuals. The submission of information on individuals can raise privacy concerns.
Some of the details provided may be highly sensitive. Under
limited circumstances, the information may be subject to withholding from public disclosure under the FOIA.
Applicant and Notificant ultimately is responsible for taking appropriate measures to safeguard the confidentiality of information it

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Instructions for Preparation of FR K-2—Continued
provides to the Federal Reserve, including details regarding individuals.1 The Federal Reserve expects Applicant and Notificant to
ensure that it has the legal authority to provide information
regarding individuals to the Federal Reserve Board and, on
behalf of each individual, to consent or object to public release of
the information.
Accordingly, Applicant and Notificant must confirm (on the cover
sheet to this filing) that Applicant and Notificant has the authority
(a) to provide information regarding individuals to the Federal
Reserve, and (b) on behalf of each individual, to consent or
object to public release of information regarding that individual.
The Federal Reserve will assume, in the absence of a request for
confidential treatment submitted in accordance with the Board’s
Rules that the 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
Applicant and Notificant of any decision to make available to the
public information labeled “CONFIDENTIAL.” However, it shall be
understood that, without prior notice to Applicant/Notificant, the
Board may disclose or comment on any of the contents of the application/notification in the Order or Statement issued by the Board
in connection with its decision on the application/notification. The

Board’s staff normally will apprise Applicant and Notificant in the
course of the review process that such information may need to
be disclosed in connection with the Board’s action on the application/notification.
For further information on the procedures for requesting 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 addresses requests for confidential treatment.

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

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

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

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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)

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

Discuss whether Applicant engages directly in the business of
banking outside the United States. In this regard, Applicant
should address whether it engages directly in banking activities usual in connection with the business of banking in the
countries in which it is organized or operates.

2.

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

3.

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

4.

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

5.

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

6.

List all persons (natural as well as legal) in the upstream chain
of ownership of the Applicant who, directly or indirectly, own 5
percent or more of the voting shares of the Applicant and its
ultimate parent, if any. Provide information concerning any
voting agreements or other mechanisms that exist among
shareholders for the exercise of control over the Applicant or
its ultimate parent.

7.

Provide the following information on the two individuals with
the most senior decisionmaking authority for Applicant and
any foreign bank parent, and for the manager of the proposed
U.S. office:
a. Titles or positions with Applicant and/or parent bank; and
b. The biographical information requested in the Interagency
Biographical and Financial Report FR 2081c (the Financial
Report need not be provided). This information may be
submitted in advance of the application.

8.

Describe the methods used by Applicant to monitor and control

its operations, including those of its domestic and foreign
subsidiaries and offices (e.g., through internal reports and
internal audits). Note the scope and frequency of those
methods and whether the methods are subject to review by
external auditors and/or the home-country supervisor. Also,
state whether internal audit results are shared with the homecountry supervisor and/or Applicant’s external auditors.
9.

If Applicant, its ultimate parent, or any company (banking or
nonbanking) in which it has direct or indirect ownership or
control of more than 5 percent of the voting shares will engage
directly or indirectly at the time of consummation of this
proposal in any nonbanking activities in the United States,
provide the following:
a. The name, location, and a detailed description of the
activities of each such company;
b. The specific section and paragraph of the Bank Holding
Company Act (the ‘‘BHCA’’), Regulation Y, or Regulation
K that the Applicant believes provides authority for the
acquisition or retention of each U.S. nonbanking activity
and a description demonstrating that each activity will be
conducted consistent with the Board’s regulations and
related interpretations. If the Applicant has relied on the
nonbanking exemptions afforded by sections 2(h) and
4(c)(9) of the BHCA (as implemented by section 211.23 of
Regulation K) for certain activities, provide the necessary
information to support such a determination.
To the extent the information requested in this item has been
provided to the Federal Reserve in other report forms (e.g.,
FR Y-7, FR Y-10) filed with the Federal Reserve, Applicant
may include such information by reference to those filings.

10. State whether the foreign bank Applicant and its ultimate
parent, if any, upon establishment of the proposed branch,
agency, or commercial lending company, each would be a
qualifying foreign banking organization as defined in section
211.23(a) of Regulation K and provide the necessary information to support such a determination. If a foreign bank Applicant meets the requirements of section 211.23(a) but its ultimate parent does not, indicate whether the ultimate parent
would satisfy the requirements set forth in section 211.23(c)
of Regulation K, and provide the necessary information to
support that determination. To the extent the information
requested in this item has been provided in other report forms
(FR Y-7) filed with the Federal Reserve, Applicant may
include such information by reference to those filings.

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

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

III. Financial Information
14. As described in the Filing Instructions to this form, provide the
following financial information for Applicant and any parent
foreign bank:
a. Parent-only and consolidated balance sheets, showing
separately each principal group of assets, liabilities, and
capital accounts as of the end of the most recent quarter
and fiscal year-end. In addition, include information on
contingent liabilities (i.e., standby and commercial letters
of credit, guaranties, commitments to grant or purchase
loans and securities, contracts to purchase/sell foreign
exchange).
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the
past two fiscal years.
c. If Applicant or any parent foreign bank is from a country
subscribing to the Basel Accord, provide, on a consolidated
basis, a breakdown of each organization’s risk-weighted

assets as of the end of the most recent fiscal quarter,
showing each principal group of on and off-balance-sheet
assets and the relevant risk weights. Also, identify the
components of tier 1 and tier 2 capital under the Basel
risk-based capital guidelines, and provide calculations of
the ratios of tier 1 and total capital to risk-weighted assets
for Applicant and any parent foreign bank. Provide the
amount, maturity, and a brief description of debt instruments and indicate which instruments qualify under the
Basel risk-based capital guidelines as tier 2 capital for
each organization.
If the home-country capital standard of Applicant or any
parent foreign bank differs from that established under the
Basel Accord, provide information regarding the capital
standard applied in the home country of Applicant or any
parent foreign bank, as well as information sufficient to
evaluate the capital position adjusted as appropriate for
accounting and structural differences. Further, provide, to
the extent possible, information comparable to the Basel
format.
d. Current information that will enable the Federal Reserve
to make a judgment as to the quality of Applicant’s assets.
The information should be presented for Applicant’s
consolidated organization. If consolidated figures are not
available, indicate what portion of Applicant’s consolidated
assets is not reflected in the response. The response
should include, but need not be limited to, the following
(Applicant should provide definitions of the terms):
i. Asset classifications or assessments made by foreign
banking authorities;
ii. Delinquencies;
iii. Nonaccrual loans;
iv. Assets acquired in satisfaction of debts previously
contracted;
v. Loans with reduced interest charges, and
e. Total reserves available to cover credit-related losses for the
end of the most recent quarter and fiscal year-end. The total
amounts should be broken down into ‘‘specific,’’ ‘‘general,’’
and/or other relevant categories.

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

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

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Attachment A—Continued
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 homecountry supervisor to evaluate asset quality and internal
controls. Also, discuss the manner in which the homecountry supervisor monitors the condition and operations of
Applicant’s subsidiaries and foreign offices.
b. Off-site monitoring by the home-country supervisor. Discuss
the general type and frequency of filing of regulatory and
financial reports submitted by Applicant to the home-country
supervisor. Specify whether the reports contain information
on the domestic and foreign subsidiaries of Applicant and, if
so, whether this information is provided on a consolidated
basis or for each entity separately.
c. The role of external auditors. Discuss the general frequency,
nature, and scope of review of Applicant (including
subsidiaries and foreign offices) performed by external
auditors, particularly with respect to the review of asset
quality and internal controls. Discuss whether the homecountry supervisor sets standards for such reviews and the
manner (if at all) by which the external audit results are
communicated to the home-country supervisor. Include a
brief discussion of the general standards or requirements
that apply to the external auditors themselves.
d. Transactions with affiliates. Indicate whether (and, if so,
discuss how) the home-country supervisor regulates
and monitors Applicant’s transactions with its affiliates
(e.g., through reporting requirements, lending limits, or
other restrictions). Define the home-country’s definition
of ‘‘affiliate’’ for this purpose (if different from the
Federal Reserve’s definition),4 and specify whether any
such restrictions apply to ‘‘upstream,’’ ‘‘downstream,’’ or
‘‘sister’’ affiliates.
e. Other applicable prudential requirements. To the extent
not previously addressed, describe any prudential
limitations (e.g., with respect to capital adequacy, asset
classification and provisioning, single or aggregate credit
and foreign currency exposure limits, and liquidity) that
are imposed on the operations of Applicant. Describe the
methods used by the home-country supervisor to monitor
compliance with these limitations.
f. Remedial authority of the home-country supervisor. Describe
the general methods available to the home-country supervisor to enforce Applicant’s compliance with prudential
controls and other supervisory or regulatory requirements.

g. Prior approval requirements. Indicate whether prior approval
of the home-country supervisor is needed for Applicant
to make investments in other companies, or generally to
establish overseas offices. Indicate the type of information the
home-country supervisor reviews in making its determination.
16. Indicate what other domestic regulatory authorities, if any, in
addition to the primary home-country supervisor, supervise
subsidiaries or particular activities of Applicant. Briefly
describe the financial and/or examination requirements,
including the general scope and frequency of on-site examinations, if any, of each such regulatory authority. Also,
discuss whether such regulatory authorities exchange information with the primary home-country supervisor, including
financial or other supervisory information.

V. Anti-Money-Laundering and Other Related
Measures
17. Describe any home-country laws or regulations that are
designed to deter or prohibit money laundering, terrorist
financing, or other illicit activities. Also, describe the requirements that Applicant’s (and any parent foreign bank’s)
home-country supervisor imposes on banks for the detection
and prevention of money laundering, terrorist financing,
and other illicit activities, and the reporting of suspicious
transactions.
18. Discuss the actions taken by Applicant (and any parent
foreign bank) to ensure that the bank and its offices and
subsidiaries have implemented sufficient safeguards to
prevent such operations from being used for purposes of
money laundering, terrorist financing, or other illicit activities.
The response should describe:
a. The policies and procedures implemented with respect to
anti-money-laundering policies and measures, including
any customer due diligence, recordkeeping, and cash
and/or suspicious transaction reporting requirements;
b. The steps taken to ensure compliance with these policies
and procedures (including the nature and frequency of
employee training and compliance monitoring by internal
auditors); and
c. The extent to which these policies and procedures are
subject to independent external audit and examination by
the home-country supervisor.
The response should indicate whether the financial institution-specific recommendations of the Financial Action
Task Force (‘‘FATF’’) have been implemented throughout

4. An ‘‘affiliate’’ of a foreign bank or of a parent of a foreign bank means any company that controls, or is controlled by, or is under common control with,
the foreign bank or the parent of the foreign bank.

03/2014

FR K-2
Page 10 of 18

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

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

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

5. These recommendations can be obtained from the following website: http://www.oecd.org/.
6. Material operations exist in any jurisdiction in which the direct and indirect activities in that jurisdiction, in the aggregate, account for 5 percent or more
of the consolidated, worldwide assets of the foreign bank or its ultimate parent.

03/2014

FR K-2
Page 11 of 18

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

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

Discuss whether Applicant engages directly in the business of
banking outside the United States. In this regard, Applicant
should address whether it engages directly in banking activities usual in connection with the business of banking in the
countries in which it is organized or operates.

2.

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

3.

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

4.

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

5.

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

6.

List all persons (natural as well as legal) in the upstream
chain of ownership of the Applicant who, directly or indirectly,
own 5 percent or more of the voting shares of the Applicant
and its ultimate parent, if any. Provide information
concerning any voting agreements or other mechanisms that
exist among shareholders for the exercise of control over the
Applicant or its ultimate parent.

7.

Provide the following information on the individual with the
most senior decisionmaking authority for Applicant and any
foreign bank parent, and for the manager of the proposed
U.S. office:
a. Titles or positions with Applicant and/or any foreign parent
bank; and
b. The biographical information requested in the Interagency
Biographical and Financial Report FR 2081c (the Financial
Report need not be provided). This information may be
submitted in advance of the application.

8.

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

subsidiaries and offices (e.g., through internal reports and
internal audits). Note the scope and frequency of those
methods and whether the methods are subject to review by
external auditors and/or the home-country supervisor. Also,
state whether internal audit results are shared with the homecountry supervisor and/or Applicant’s external auditors.

II. The Proposed Office
9.

Describe the types of activities to be conducted in the
proposed representative office. Provide projected expense
items for the proposed office for the first three years of
operation.

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

III. Financial Information
12. As described in the Filing Instructions to this form, provide the
following financial information for Applicant and any parent
foreign bank:
a. Parent-only and consolidated balance sheets, showing
separately each principal group of assets, liabilities, and
capital accounts as of the end of the most recent quarter
and fiscal year end. Include information on contingent
liabilities (i.e., standby and commercial letters of credit,
guaranties, commitments to grant or purchase loans and
securities, contracts to purchase/sell foreign exchange).
b. Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the
past two fiscal years.
Information on the compliance of Applicant and any foreign
bank parent with home-country capital standards and/or the
Basel risk-based capital standards may be requested
depending on the preliminary analysis of the capital position of
Applicant and any foreign bank parent.

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

03/2014

FR K-2
Page 12 of 18

Attachment B—Continued
IV. Home-Country Supervision
13. Briefly describe the bank regulatory system that exists in the
home country of Applicant and, if different, the home country
of any foreign bank in the ownership chain.8 Your response
should identify Applicant’s primary home-country supervisor
and the major laws governing Applicant’s operations and
activities. Your description also should include a discussion
of each of the following:
a. The scope and frequency of on-site examinations by the
home-country supervisor. Describe the scope and frequency
of on-site examinations, identifying the operational areas
reviewed and the general procedures used by the homecountry supervisor to evaluate asset quality and internal
controls. Also, discuss the manner in which the homecountry supervisor monitors the condition and operations
of Applicant’s subsidiaries and foreign offices.
b. Off-site monitoring by the home-country supervisor. Discuss
the general type and frequency of filing of regulatory and
financial reports submitted by Applicant to the homecountry supervisor. Specify whether the reports contain
information on the domestic and foreign subsidiaries of
Applicant and, if so, whether this information is provided on
a consolidated basis or for each entity separately.
c. The role of external auditors. Discuss the general frequency,
nature, and scope of review of Applicant (including
subsidiaries and foreign offices) performed by external
auditors, particularly with respect to the review of asset
quality and internal controls. Discuss whether the homecountry 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 Applicant. Describe the
methods used by the home-country supervisor to monitor
compliance with these limitations.

V. Anti-Money-Laundering and Other
Related Measures
14. Describe any home-country laws or regulations that are
designed to deter or prohibit money laundering, terrorist
financing, or other illicit activities. Also, describe the requirements that Applicant’s (and any parent foreign bank’s) homecountry supervisor imposes on banks for the detection and
prevention of money laundering, terrorist financing, and other
illicit activities, and the reporting of suspicious transactions.
15. Discuss the actions taken by Applicant (and any parent
foreign bank) to ensure that the bank and its offices and
subsidiaries have implemented sufficient safeguards to
prevent such operations from being used for purposes of
money laundering, terrorist financing, or other illicit activities.
The response should describe:
a. The policies and procedures implemented with respect to
anti-money-laundering policies and measures, including
any customer due diligence, recordkeeping, and cash
and/ or suspicious transaction reporting requirements;
b. The steps taken to ensure compliance with these policies
and procedures (including the nature and frequency of
employee training and compliance monitoring by internal
auditors); and
c. The extent to which these policies and procedures are
subject to independent external audit and examination by
the home-country supervisor.
The response should indicate whether the financial institutionspecific recommendations of the Financial Action Task Force
(‘‘FATF’’) have been implemented throughout the organization.9
The response also should confirm (or modify as appropriate)
that the anti-money-laundering and 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 Applicant has material operations.10 For each such
jurisdiction, describe any secrecy laws or other impediments

8. If the Federal Reserve has previously determined that another bank from Applicant’s home country is subject to comprehensive consolidated supervision, Applicant may request a copy of the previous application from the Federal Reserve under the Freedom of Information Act. After reviewing the
record in the previous application, Applicant may make a statement that it is subject to the same supervisory regime as the foreign bank previously
considered by the Federal Reserve, rather than responding to each subpart of this question. In addition, Applicant should confirm that there have
been no material changes in the manner in which Applicant is supervised and regulated by its home-country supervisor(s) since that previous application or, if material changes have occurred, Applicant should describe such changes.
9. These recommendations can be obtained from the following website: http://www.oecd.org/.
10. Material operations exist in any jurisdiction in which the direct and indirect activities in that jurisdiction, in the aggregate, account for 5 percent or
more of the consolidated, worldwide assets of the foreign bank or its ultimate parent.

03/2014

FR K-2
Page 13 of 18

Attachment B—Continued
that would restrict the ability of Applicant or its ultimate parent,
if any, from providing information on the operations or activities of Applicant and any of its affiliates that the Federal
Reserve deems necessary to determine and enforce compliance with the International Banking Act, the BHCA, and other
applicable federal laws. If any material impediments exist,
discuss the manner in which Applicant and its ultimate parent,
if any, propose to provide the Board with adequate assurances of access to information.
17. Discuss the status of any other regulatory filings required to
be made in connection with Applicant’s proposal to establish
an office, and indicate when action on such filings is expected.

18. Provide a statement from the home-country supervisor of
Applicant that Applicant is duly organized, licensed as a bank,
and in good standing, and such supervisor consents to establishment of the proposed office.
19. Applicant and its ultimate parent, if any, should provide (jointly
and separately) the commitments contained in Attachment E
through an officer that is authorized to bind the entity making
the commitment. The commitments should be provided in the
exact form provided (including all footnote references).
20. Proof of newspaper publication should be provided when
available.

03/2014

FR K-2
Page 14 of 18

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

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

Provide current information on Notificant’s ranking by asset
size in the home country.

2.

Provide current information regarding all persons (natural as
well as legal) in the upstream chain of ownership of Notificant who, directly or indirectly, own 5 percent or more of the
voting shares of Notificant and its ultimate parent, if any.
Provide information concerning any voting agreements or
other mechanisms that exist among shareholders for the
exercise of control over Notificant or its ultimate parent.

3.

b.

c.

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

II. The Proposed Office
4.

Discuss the purpose(s) for establishing the proposed branch,
agency, or commercial lending company. Describe the major
types of business to be conducted and the major types of
services to be offered, and note whether any existing business would be transferred to the proposed office. Provide
estimated start-up costs and projected balance sheets and
income statements for the first three years of operations.

5.

Provide the following information on the manager of the proposed U.S. office:
a. titles or positions with Applicant and/or parent bank; and
b. the biographical information requested in the Interagency
Biographical and Financial Report FR 2081c (the Financial
Report need not be provided). This information may be
submitted in advance of the application.

6.

d.

Confirm (or modify as appropriate) that Notificant would
monitor and control the operations of the proposed office in
the same manner as it monitors and controls its existing U.S.
offices. In addition, confirm (or modify as appropriate) that
Notificant would apply to the proposed office the same policies
and procedures, including those pertaining to anti-moneylaundering, as are in effect at its existing U.S. offices.

III. Financial Information
7.

Provide the following financial information for Notificant and
any parent foreign bank:
a. Parent-only and consolidated balance sheets, showing
separately each principal group of assets, liabilities, and
capital accounts as of the end of the most recent quarter

e.

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).
Parent-only and consolidated income statements showing
separately each principal source of revenue and expense,
through the end of the most recent quarter and for the
past two fiscal years.
If Notificant or any parent foreign bank is from a country
subscribing to the Basel Accord, provide, on a consolidated basis, a breakdown of each organization’s riskweighted assets as of the end of the most recent fiscal
quarter, showing each principal group of on-and offbalance-sheet assets and the relevant risk weights. Also,
identify the components of tier 1 and tier 2 capital under
the Basel risk-based capital guidelines, and provide calculations of the ratios of tier 1 and total capital to riskweighted assets for Notificant and any parent foreign
bank. Provide the amount, maturity, and a brief description
of debt instruments and indicate which instruments qualify
under the Basel risk-based capital guidelines as tier 2
capital for each organization.
If the home-country capital standard of Notificant or any
parent foreign bank differs from that established under the
Basel Accord, provide information regarding the capital standard applied in the home country of Notificant or any parent
foreign bank, as well as information sufficient to evaluate the
capital position adjusted as appropriate for accounting and
structural differences. Further, provide, to the extent
possible, information comparable to the Basel format.
Current information that will enable the Federal Reserve to
make a judgment as to the quality of Notificant’s assets. The
information should be presented for Notificant’s consolidated
organization. If consolidated figures are not available, indicate what portion of Notificant’s consolidated assets is not
reflected in the response. The response should include, but
need not be limited to, the following (Notificant should provide definitions of the terms):
i. Asset classifications or assessments made by foreign
banking authorities;
ii. Delinquencies;
iii. Nonaccrual loans;
iv. Assets acquired in satisfaction of debts previously
contracted;
v. Loans with reduced interest charges, and
Total reserves available to cover credit-related losses for
the end of the most recent quarter and fiscal year. The total
amounts should be broken down into ‘‘specific,’’ ‘‘general,’’
and/or other relevant categories.

03/2014

FR K-2
Page 15 of 18

Attachment C—Continued
IV. Home-Country Supervision
8.

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

V. Anti-Money-Laundering and Other Related
Measures
9.

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

such information was previously provided to the Federal
Reserve.11 For any additional such jurisdiction, describe any
secrecy laws or other impediments that would restrict the
ability of Notificant or its ultimate parent, if any, to provide
information on the operations or activities of Notificant and any
of its affiliates that the Federal Reserve deems necessary to
determine and enforce compliance with the International
Banking Act, the BHCA, and other applicable federal laws. If
such impediments exist, discuss the manner in which Notificant and its ultimate parent, if any, proposed to provide the
Federal Reserve with adequate assurance of access to such
information.
11. Discuss the status of any other regulatory filings required to be
made in connection with Notificant’s proposal to establish an
office, and indicate when action on such filings is expected.

VI. Miscellaneous

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

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

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

11. Material operations exist in any jurisdiction in which the direct and indirect activities in that jurisdiction, in the aggregate, account for 5 percent or
more of the consolidated, worldwide assets of the foreign bank or its ultimate parent.

03/2014

FR K-2
Page 16 of 18

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

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

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

2.

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

3.

Provide a current organization chart for the Notificant and its
ultimate parent, if any, showing all subsidiaries of the Notificant and its ultimate parent.12 Include the place of incorporation for all subsidiaries.

4.

List all persons (natural as well as legal) in the upstream
chain of ownership of the Notificant who, directly or indirectly,
own 5 percent or more of the voting shares of the Notificant
and its ultimate parent, if any. Provide information concerning
any voting agreements or other mechanisms that exist
among shareholders for the exercise of control over the
Notificant or its ultimate parent.

5.

If the Federal Reserve has not previously approved an application from Notificant to establish an office in the United
States, provide the information requested in Item 8 of Attachment B to the FR K-2. If the Federal Reserve previously has
approved an application by Notificant to establish a U.S.
office, confirm (or modify as appropriate) that there have
been no material changes in the methods used by Notificant
to monitor and control its operations, including those of its
domestic and foreign subsidiaries, since that time.

6.

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

II. The Proposed Office
7.

Describe the types of activities to be conducted in the proposed representative office. Provide projected expense items
for the proposed office for the first three years of operation.

8.

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

9.

Confirm (or modify as appropriate) that Notificant would
monitor and control the operations of the proposed office in
the same manner as it monitors and controls its existing U.S.
offices. In addition, confirm (or modify as appropriate) that
Notificant would apply to the proposed office the same policies and procedures, including those pertaining to antimoney-laundering, as are in effect at its existing U.S. offices.

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

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

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

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

03/2014

FR K-2
Page 17 of 18

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

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

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

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.

03/2014

FR K-2
Page 18 of 18

Attachment E
Commitments Required in Connection with Applications and Notifications by Foreign Banks to Establish Branches, Agencies,
Commercial Lending Companies, or Representative Offices in the United States

The Applicant and its ultimate parent, if any, should provide (jointly
or separately) the following commitments (including all footnotes
and in the form provided below) through an officer that is authorized to bind the entity making the commitment.
1. Assurances commitment. Each of [name of applicant]
(‘‘Bank’’), a bank organized under the laws of [home country],
and [name of ultimate parent] (‘‘Parent’’), a [company/bank]
organized under the laws of [home country], will make available to the Board of Governors of the Federal Reserve
System (‘‘Board’’) such information on the operations of Bank
and any affiliate14 of Bank that the Board deems necessary to
determine and enforce compliance with the Bank Holding
Company Act, the International Banking Act, and other applicable federal law, provided that if the disclosure of such information is prohibited by law or otherwise, Bank and Parent will
cooperate with the Board including, without limitation, by
seeking to obtain timely waivers of or exemptions from any
applicable confidentiality or secrecy restrictions or requirements in order to enable Bank or Parent to make any such
information available to the Board. Bank and Parent agree
that this commitment is deemed to be a condition imposed in
writing in connection with the Board’s findings and decision
on (insert information describing the application) and, as
such, may be enforced in proceedings under applicable law.

2. Consent to jurisdiction. Each of [name of applicant] (‘‘Bank’’),
a bank organized under the laws of [home country], and
[name of ultimate parent] (‘‘Parent’’), a [company/bank]
organized under the laws of [home country], consents to the
jurisdiction of the federal courts of the United States and of
all United States governmental agencies, departments and
divisions for purposes of any and all claims made by,
proceedings initiated by, or obligations to, the United States,
the Board of Governors of the Federal Reserve System
(‘‘Board’’), and any other United States governmental
agency, department or division, in any matter arising under
U.S. Banking Law.15
Each of Bank and Parent designates [name and address]
as its registered agent to receive service of process on
Bank or Parent in connection with such action. Bank and
Parent agree to maintain a registered agent in the United
States and to notify the Board of any change in the designated registered agent. Bank and Parent agree that this
commitment is deemed to be a condition imposed in writing
in connection with the Board’s findings and decision on
(insert information describing the application) and, as such,
may be enforced in proceedings under applicable law.

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.

03/2014