Form 1120F and Schedules M-3, H, I & P Institute of International Bankers Annual Tax Conference – New York June 18, 2007 Steven Quint (CALYON Bank): Moderator Karina Pogrebinsky – KPMG Lawrence Weinblatt – PWC Debra Taylor – Ernst & Young Stuart Zwerling – Deloitte Tax LLP Paul Epstein – Office of Assoc. Chief Counsel (Int’l ) - IRS

Form 1120F, and Schedules M-3, H, I & P Required for Foreign Corporation Tax Years 2007 E-File will be optional for 2007 year tax returns Adopts new schedules Schedule M-3 (Corporations with assets > $10 million) Schedule H (Home Office and Trade or Business Expense Allocation - §1.861-8) Schedule I (Interest Expense Allocation - §1.882-5) Schedule P (Reconciliation of Foreign Partner K-1 to effectively connected income) Coordinates §1.882-5(d)(2) “set(s) of books and records” for 1120F Schedule L and for new schedules

Form 1120F: Schedule L Schedule L Books and Records: §1.6012-2(g)(1)(iii) permits ECI generating assets and U.S. based asset reporting §1.882-5(d)(2) set(s) of books definition of “U.S. booked liabilities” is adopted consistent with the regulation (“Schedule L Books”) Interbranch Assets Non-U.S. Assets (non-ECI assets) U.S. Assets (those includible under §1.884-1(d)) Interbranch and 3rd Party Liability breakout Schedule L Books uniformly used for Form M-3 books, and Schedules H, I & P Schedule H – Part IV deductions on trade or business books allocated and apportioned to ECI/non-ECI Schedule I - §1.882-5 reporting of U.S. booked liabilities and book expense Schedule P – Liabilities on partnership trade or business books Form 1120F, Page 5, Section II – Determination of branch interest for branch-level interest tax Worldwide reporting permitted

Schedule M-3:Net Income (Loss) Reconciliation (1120F) Financial Statement Identification: Audited Statements Unaudited Statements Trial Balances Non-Banks (Worldwide Statement) Foreign Banks (Books used for Sched. L) Part I (Financial Statement Net Income): Nonconsolidated Statement (with parent) May have subsidiaries consolidated Include Disregarded Entities not on Statement Exclude Subsidiaries/Entities in Consolidation Eliminations for inter-company dividends Line 11: Adjusted financial net income that constitutes the Foreign Corporation for tax purposes

Schedule M-3:Net Income (Loss) Reconciliation (1120F) Part II: Reconciliation of Financial Gross Income in Part I, Line 11 to Taxable Income Columns (a) – (c) adjust financial income to U.S. tax principles before apportionment to ECI Columns (d) & (e) apportion gross income to ECI and non-ECI- Non-Banks: Column (a) is Worldwide Gross Income – i.e. column (d) allocates only to non-ECI Foreign Banks: Column (a) is Sched L books determined under §1.882-5(d)(2) principles Column (d) may allocate column (a) amount to non-ECI Line 23 special treatment allocates some offshore booked items to ECI New Lines Substitute Interest and Dividends Rec’d (Proprietary Securities Lending) Expanded Mark-to-Market categories Global Dealing Income

Schedule M-3:Net Income (Loss) Reconciliation (1120F) Part II: Reconciliation of Financial Gross Income in Part I, Line 11 to Taxable Income Line 23: Foreign Banks Only – Report ECI not on Schedule L books Income/gains - §864(c)(6) and (c)(7) Certain securities attributable to U.S. office under the material participation test in §1.864-4(c)(5)(iii) Line 28 col. (e) reconciles to 1120F, line 29 Part III: Reconciliation of Deductions to ECI U.S. Source Substitute Interest and Dividends Paid Special Reporting in columns (c) and (d) for non-ECI amounts not in column (a) or (e) Interest equivalents (e.g. guarantee fees) Home Office Allocation – From Sched. H

Schedule M-3:Net Income (Loss) Reconciliation (1120F) Part III: Reconciliation of Deductions to ECI Interest Expense Reconciliation to Schedule I Amounts Reconcile to total deductions on Form 1120 F, Line 26

Schedule I: §1.882-5 Interest Expense Allocation Identification of Step 3 Method Step 1: US Assets Schedule L Books Aggregate adjustments (Column (a)) P’Ship Liabilities (Column (b)) Other non-Sched L US Assets – Column (c) Step 2: US-Connected Liabilities Identification of Ratio USCL Amount Liability Reduction Election Step 3: U.S. Booked Liabilities/Int. §1.882-5(d)(2) booked amount Partnership booked liabilities Schedule P Carryovers

Schedule I: §1.882-5 Interest Expense Allocation Step 3: AUSBL Method Bank 30-Day LIBOR Election Box Actual Excess Interest Rate (if applicable) Scaling Ratio (if applicable) Hedging (not reported here) Step 3: Separate Currency Pools Method Handles Four Currencies on Form 3% Currency Election Box Liability Reduction Election Amount WW Avg. Borrowing Rate Ratio Deduction by Currency Summary of Results: Allocation under 3-Step Formula Directly Allocable Interest Adjustments for Deferrals/Tax-Exempt Deduction to 1120F, pg. 3, line 18

Schedule H: Deductions Allocated to ECI under §1.861-8 Part I: Direct Allocations Identification of Costs Adjustments to U.S. Principles Direct Allocations to non-ECI Residual Deductions Part II : Indirect Allocations Translation to US Dollars Total H/O Allocation - Line 21 Part III: Financial Records & Methods Gross Income Ratio Gross Asset Ratio Personnel Headcount Ratio Ratios are not safe harbors

Schedule H: Deductions Allocated to ECI under §1.861-8 Part III (cont’d): Financial Records Cost Acct’g Reports, etc. Part IV: Trade or Business Books Schedule L Books Identification of Costs Adjust to U.S. Tax Principles Allocable Deduction Pool Part IV: Schedule L Deductions Allocable to ECI/non-ECI Direct allocations for NPC Exp. Direct cost allocations Indirect cost allocations Reconciles to Form 1120F, pg. 3

Schedule P: Reconciliation of Foreign Partner Income Part I: List of Foreign Partner Interests Report only top tier P’ship Interests Attach schedule if over 5 Interests Part II: Reconciliation of Form K-1 to ECI, Deductions and Book Interest Expense: Trade or Business Line Gross-ups Gross Income Non-Interest Expense Deductions Other Gross Income Other non-Interest Expense Interest Expense Groupings Trade or Business Lines Other Interest Lines Directly Allocable Amounts Amounts Flow to Schedule I

Schedule P: Reconciliation of Foreign Partner Income Part III: Partner Outside Basis for Interest Expense Allocation under §1.882-5: Partner Basis under §705 Identification of direct allocations Other Partner Liabilities Flows to Schedule I, Line 8, col. (b) Adjusted Outside Foreign Partner Basis Apportionment of Adj. Outside Basis Flows to Schedule I, Line 5, col. (b) Identify “Income” or “Asset” Method