This analysis updates a previous memo and incorporates advice we have received from the Federal Reserve Board (“FRB”) and the Federal Deposit Insurance Corporation (“FDIC”) regarding the preparation of living wills by covered foreign banking organizations (“FBOs”), including an important exception for foreign banks only operating representative offices in the U.S., as well as a more limited exception for smaller FBOs in the U.S. (the “exempted covered company” exception).

In November 2011, the FRB and the FDIC adopted regulations requiring FBOs with global assets on a consolidated basis exceeding $50 billion and operating in the United States to provide a resolution plan for their operations in the U.S.