Offering Circular dated July 28, 2015
Rabobank
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank),
Utrecht Branch
(a cooperative with limited liability established under the laws of the Netherlands and having its statutory seat in
Amsterdam, the Netherlands)
U.S.$1,500,000,000 4.375% Subordinated Notes due 2025
U.S.$1,250,000,000 5.250% Subordinated Notes due 2045
Issue Price of the 2025 Notes: 99.848%
Issue Price of the 2045 Notes: 99.551%
The U.S.$1,500,000,000 4.375% Subordinated Notes due 2025 (the "2025 Notes") and the U.S.$1,250,000,000 5.250% Subordinated Notes due 2045 (the "2045
Notes" and, together with the 2025 Notes, the "Notes") will be issued by the Utrecht Branch of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank), a cooperative entity formed under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands (the "Issuer"). The 2025 Notes
will bear interest at an interest rate of 4.375% per annum, from (and including) August 4, 2015 (the "Issue Date") to (but excluding) August 4, 2025, unless
previously redeemed, payable semi-annually in arrears and the 2045 Notes will bear interest at an interest rate of 5.250% per annum, from (and including) the
Issue Date to (but excluding) August 4, 2045, unless previously redeemed, payable semi-annually in arrears (as more fully described under "Terms and
Conditions of the Notes"). Interest on the 2025 Notes and the 2045 Notes will be payable semi-annually on February 4 and August 4 in each year (each, an
"Interest Payment Date"), commencing on February 4, 2016.
The 2025 Notes will have a final maturity date of August 4, 2025 and the 2045 Notes will have a final maturity date of August 4, 2045. Upon the occurrence of a
Tax Law Change or a Capital Event (each as defined in "Terms and Conditions of the Notes"), the Notes may be redeemed (at the option of the Issuer) in whole
but not in part in an amount equal to their principal amount, together with any accrued and unpaid interest.
All payments and deliveries of principal and interest on the Notes will be irrevocably and unconditionally guaranteed on a subordinated basis (the "Guarantee")
by the New York Branch of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (the "Guarantor"), a branch duly licensed in the State of New York.
Notwithstanding the foregoing, under Dutch law, a branch is not a separate legal entity and, therefore, from a purely Dutch law perspective, the Guarantee
provided by the Guarantor for the obligations of the Issuer does not provide a separate means of recourse.
Pursuant to the exercise of any Statutory Loss Absorption (as defined herein) measures, the Notes could become subject to a determination by the Relevant
Authority (as defined herein) or the Bank (as defined herein) (following instructions from the Relevant Authority) that all or part of the principal amount of the
Notes, including accrued but unpaid interest in respect thereof (and the related obligations under the Guarantee) must be written off or otherwise converted into
common equity Tier 1 capital or otherwise be applied to absorb losses. Such determination shall not constitute an event of default and holders will have no further
claims in respect of any amount so written off or otherwise as a result of such Statutory Loss Absorption.
The denominations of the Notes shall be U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by one or more global
notes (collectively, the "Global Notes," and individually, the "Global Note"). The Global Notes will be exchangeable in certain limited circumstances in whole, but
not in part, for Notes in registered, definitive form. The Notes will be governed by Dutch law. See "Provisions Relating to the Notes in Global Form".
The Notes are expected upon issue to be rated A3, BBB+ and A by Moody's Investors Service Limited ("Moody's"), Standard & Poor's Credit Market Services
Limited ("Standard & Poor's") and Fitch Ratings Limited ("Fitch"), respectively. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Rabo Securities USA, Inc. ("RSI"), an affiliate of the Bank, is participating as an underwriter in this offering. For more information, see "Plan of Distribution
(Conflict of Interest)" on page 130 of this Offering Circular.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS THEREOF CONTAINED IN SECTION 3(A)(2) OF THE SECURITIES ACT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE NOTES CONSTITUTE UNCONDITIONAL, SUBORDINATED LIABILITIES OF THE ISSUER, AND THE GUARANTEE CONSTITUTES AN
UNCONDITIONAL, SUBORDINATED CONTINGENT OBLIGATION OF THE GUARANTOR. THE NOTES AND THE GUARANTEE ARE NOT BANK
DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND
OR ANY OTHER U.S. OR DUTCH GOVERNMENTAL OR DEPOSIT INSURANCE AGENCY OR ENTITY.
Investing in the Notes involves certain risks. See the section entitled "Risk Factors".
Joint Lead Managers
BofA Merrill Lynch
Citigroup
Credit Suisse
Goldman, Sachs & Co.
Co-Manager
Rabo Securities
This Offering Circular should be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Important Information - Documents incorporated by reference") and should be read and construed
on the basis that such documents are incorporated in and form part of this Offering Circular.
The Issuer is solely responsible for the information contained and incorporated by reference in this Offering Circular.
No person is or has been authorized by the Issuer to give any information or to make any representation not contained
in, or not consistent with, this Offering Circular or any other information supplied in connection with the Notes and,
if given or made, such information or representation must not be relied upon as having been authorized by the Issuer
or any of the Underwriters.
The information contained in this Offering Circular was obtained from the Issuer and other sources that the Issuer
believes to be reliable, but no assurance can be given as to the accuracy or completeness of such information. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and of the terms of such Notes. The
contents of this Offering Circular are not to be construed as legal, business or tax advice. Prospective investors should
consult their own attorney, business advisor or tax advisor for legal, business or tax advice.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof
or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date
indicated in the document containing the same. The Underwriters expressly do not undertake to review the financial
condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information
coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by
reference herein (as described in "Important Information - Documents incorporated by reference") when deciding
whether or not to purchase any Notes.
The Notes have not been and will not be registered with, recommended, approved or disapproved by the United
States Securities and Exchange Commission ("SEC") or any federal or state securities commission or regulatory
authority. Rather, the Notes are being offered in reliance upon an exemption provided by Section 3(a)(2) of the
Securities Act. Furthermore, the foregoing authorities have not passed upon the accuracy or determined the adequacy
of this Offering Circular. Any representation to the contrary is a criminal offense.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE "RSA")
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B OF THE RSA IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
NOTICE TO TEXAS RESIDENTS ONLY: WE ARE NOT MAKING AN OFFERING OF THE NOTES IN TEXAS,
EXCEPT AS SPECIFIED BELOW. WE DO NOT INTEND TO MAKE ANY SALES OF THE NOTES IN TEXAS
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AND EACH UNDERWRITER HAS AGREED THAT IT WILL NOT DISTRIBUTE THIS OFFERING CIRCULAR
OR ADVERTISE, OFFER OR SELL ANY NOTES, DIRECTLY OR INDIRECTLY, IN TEXAS OR TO, OR FOR
THE BENEFIT OF, ANY RESIDENT OF TEXAS (WHICH TERM AS USED HEREIN MEANS ANY PERSON
RESIDENT IN TEXAS, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE
LAWS OF, OR RESIDING IN, TEXAS), OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR
INDIRECTLY, IN TEXAS OR TO A RESIDENT OF TEXAS, EXCEPT TO INDIVIDUAL ACCREDITED
INVESTORS AS DEFINED UNDER §139.16 OF THE TEXAS SECURITIES ACT, OTHER ACCREDITED
INVESTORS, AS DEFINED IN RULE 501(A)(1)-(4), (7) AND (8) UNDER THE SECURITIES ACT OR TO
QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT,
PURSUANT TO §§581-5(H), 109.3, 109.4 OR 139.16 OF, AND OTHERWISE IN COMPLIANCE WITH, THE
TEXAS SECURITIES ACT AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND GUIDELINES OF
TEXAS.
Unless the context otherwise requires, references in this Offering Circular to "Rabobank" or the "Bank" are to
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., and references to "Rabobank Group" or the "Group" are to
Rabobank and its members, subsidiaries and affiliates. This Offering Circular does not constitute an offer to sell or
the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer
or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be
restricted by law in jurisdictions other than the United States of America (the "United States"). The Issuer and the
Underwriters do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be
lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or any of the Underwriters which would permit a public
offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published in any such jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession
or control this Offering Circular or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Offering Circular and the offering and sale of Notes.
Unless otherwise specified or the context requires, all references in this document to "U.S. dollars," "U.S.$", "USD"
and "$" refer to the currency of the United States. All references to "EUR" and "" are to euro, which means the
lawful currency of the Member States of the European Union (each, an "EU Member State") that have adopted the
single currency in accordance with the Treaty establishing the European Community.
All figures in this Offering Circular have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank or Rabobank Group (as defined hereafter).
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TABLE OF CONTENTS
RISK FACTORS ..................................................................................................................................................... 1
IMPORTANT INFORMATION ........................................................................................................................... 19
FORWARD-LOOKING STATEMENTS .............................................................................................................. 20
SUMMARY .......................................................................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 25
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................................................... 38
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ............................................................................... 41
RABOBANK GROUP STRUCTURE.................................................................................................................. 53
THE NEW YORK BRANCH ............................................................................................................................... 56
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................................................................................................ 57
SELECTED FINANCIAL INFORMATION ........................................................................................................ 88
RISK MANAGEMENT........................................................................................................................................ 92
GOVERNANCE OF RABOBANK GROUP ....................................................................................................... 99
REGULATION OF RABOBANK GROUP ....................................................................................................... 109
CAPITALIZATION OF RABOBANK GROUP ................................................................................................ 121
USE OF PROCEEDS ......................................................................................................................................... 122
BENEFIT PLAN INVESTOR CONSIDERATIONS ......................................................................................... 123
TAXATION ........................................................................................................................................................ 125
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) .............................................................................. 130
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Notes. Most
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive.
Capitalized terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Notes. See "Terms and Conditions".
Factors that may affect the Issuer's ability to fulfill its obligations under the Notes
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a worsening of general economic conditions
in the Netherlands and/or globally. Banks are still facing persistent turmoil in financial markets following the
European sovereign debt crisis that arose in the first half of 2010 and has continued. In 2014, the Dutch
economy showed signs of a possible recovery. The still difficult economic circumstances have resulted in
reduced borrowing and interest rates and above average impaired loans in line with the levels of 2013. Factors
such as interest rates, exchange rates, inflation, deflation, investor sentiment, the availability and cost of credit,
the liquidity of the global financial markets and the level and volatility of equity prices can significantly affect
the activity level of customers and the profitability of Rabobank Group. Interest rates remained low in 2014 and
due to the measures taken by the European Central Bank (the "ECB") intended to stimulate European
economies, declined further at the beginning of 2015. The potential exit of Greece from the Eurozone may also
lead to uncertainty in financial markets. Persistent low interest rates have negatively affected and continue to
negatively affect the net interest income of Rabobank Group. Also, a prolonged economic downturn, or
significantly higher interest rates for customers, could adversely affect the credit quality of Rabobank Group's
assets by increasing the risk that a greater number of its customers would be unable to meet their obligations.
Moreover, a market downturn and worsening of the Dutch and global economy could reduce the value of
Rabobank Group's assets and could cause Rabobank Group to incur further mark-to-market losses in its trading
portfolios or could reduce the fees Rabobank Group earns for managing assets or the levels of assets under
management. In addition, a market downturn and increased competition for savings in the Netherlands could
lead to a decline in the volume of customer transactions that Rabobank Group executes and, therefore, a decline
in customer deposits and the income it receives from commissions and interest. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Factors affecting results of operations --
General market conditions". Continuing volatility in the financial markets or a protracted economic downturn in
the Rabobank Group's major markets could have a material adverse effect on Rabobank Group's results of
operations.
Credit risk
Credit risk is defined as the risk that a bank will suffer economic losses because a counterparty cannot fulfil its
financial or other contractual obligations arising from a credit contract. A "credit" is each legal relationship on
the basis of which Rabobank Group, in its role as financial services provider, can or will obtain a claim on a
debtor by providing a product. In addition to loans and facilities (with or without commitment), credit as a
generic term also includes, among other things, guarantees, letters of credit and derivatives. An economic
downturn or the persistence of the European sovereign debt crisis may result in an increase in credit risk and,
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consequently, loan losses that are above Rabobank Group's long-term average, which could have a material
adverse effect on Rabobank Group's results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective debtor risk. Transfer
risk relates to the possibility of foreign governments placing restrictions on funds transfers from debtors in that
country to creditors abroad. Collective debtor risk relates to the situation in which a large number of debtors in a
country cannot meet their commitments for the same reason (e.g. war, political and social unrest or natural
disasters, but also government policy that does not succeed in creating macro-economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor risk could have a
material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
Interest rate risk is the risk, outside the trading environment, of deviations in net interest income and/or the
market value of capital as a result of changes in market interest rates. Interest rate risk results mainly from
mismatches between the periods for which interest rates are fixed for loans and funds entrusted. If interest rates
increase, the rate for Rabobank Group's liabilities, such as savings, can be adjusted immediately. This does not
apply to the majority of Rabobank Group's assets, such as mortgages, which have longer interest rate fixation
periods. Sudden and substantial changes in interest rates could have a material adverse effect on Rabobank
Group's results of operations. Inflation and expected inflation can influence interest rates. An increase in
inflation may: (i) decrease the value of certain fixed income instruments which Rabobank Group holds; (ii)
result in surrenders of certain savings products with fixed rates below market rates by banking customers of
Rabobank Group; (iii) require Rabobank Group to pay higher interest rates on the securities that it issues; and
(iv) cause a general decline in financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen if clients or other
professional counterparties suddenly withdraw more funding than expected, which cannot be met by Rabobank
Group's cash resources or by selling or pledging assets or by borrowing funds from third parties. Important
factors in preventing this are preserving the trust of customers for retail funding and maintaining access to
financial markets for wholesale funding. If either of these was seriously threatened, this could have a material
adverse effect on Rabobank Group's results of operations.
Market risk
The value of Rabobank Group's trading portfolio is affected by changes in market prices, such as interest rates,
equities, currencies, certain commodities and derivatives. Any future worsening of the situation in the financial
markets could have a material adverse effect on Rabobank Group's results of operations.
Currency risk
Rabobank Group is an internationally active bank. As such, part of its capital is invested in foreign activities.
This gives rise to currency risk, in the form of translation risk. In addition, the trading books are exposed to
market risk, in that they can have positions that are affected by changes in the exchange rate of currencies.
Sudden and substantial changes in the exchange rates of currencies could have a material adverse effect on
Rabobank Group's results of operations.
Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is defined within
the Rabobank Group as "the risk of losses resulting from inadequate or failed internal processes, people or
systems or by external events". Rabobank Group operates within the current regulatory framework as regards
measuring and managing operational risk, including holding capital for this risk. Events of recent decades in
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modern international banking have shown that operational risks can lead to substantial losses. Examples of
operational risk incidents are highly diverse: fraud or other illegal conduct, failure of an institution to have
policies and procedures and controls in place to prevent, detect and report incidents of non-compliance with
applicable laws or regulations, claims relating to inadequate products, inadequate documentation, losses due to
poor occupational health and safety conditions, errors in transaction processing and system failures. The
occurrence of any such incidents or additional cost of complying with new regulation could have a material
adverse effect on Rabobank Group's reputation and results of operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of ways.
Rabobank Group faces risk where legal and arbitration proceedings whether private litigation or regulatory
enforcement action, are brought against it. The outcome of such proceedings is inherently uncertain and could
result in financial loss. Defending or responding to such proceedings can be expensive and time-consuming and
there is no guarantee that all costs incurred will be recovered even if Rabobank Group is successful. In 2013,
Rabobank entered into settlements totaling approximately 774 million with the Dutch Central Bank, Dutch
Public Prosecutor, United Kingdom Financial Conduct Authority, United States Commodity Futures Trading
Commission, United States Department of Justice and Japanese Financial Services Agency, in connection with
their investigations into Rabobank's historical London Interbank Offered Rate ("LIBOR") and Euro Interbank
Offered Rate submission processes. In June 2015, the Bank and the Guarantor entered into an agreement with
the Federal Reserve Bank of New York and the New York State Department of Financial Services (together, the
"NY Supervisors") with respect to the Guarantor's anti-money laundering compliance regime. Under the terms
of the agreement, among other measures, the Executive Board of the Bank will retain a third party to perform a
review of the Guarantor's compliance with anti-money laundering laws and regulations, will establish a
consolidated anti-money laundering compliance framework across the Bank's U.S. operations, and will submit
to the NY Supervisors reports on the Guarantor's anti-money laundering compliance program, customer
diligence program and suspicious activity monitoring. In the event of non-compliance with the terms of its
agreement, each of the NY Supervisors has the authority to take additional enforcement actions against the Bank
and/or the Guarantor. Failure to manage legal risks could have a negative impact on Rabobank Group's
reputation and could have a material adverse effect on Rabobank Group's results of operations. In addition,
banking entities generally, including the Rabobank Group, are experiencing heightened regulatory oversight and
scrutiny, which may lead to additional regulatory investigations or enforcement actions. These and other
regulatory initiatives may result in judgments, settlements, fines or penalties, or cause the Rabobank Group to
restructure its operations and activities, any of which could have a negative impact on the Rabobank Group's
reputation or impose additional operational costs, and could have a material adverse effect on the Rabobank
Group's results of operations. For further information, see "Description of Business of Rabobank Group Legal
and arbitration proceedings."
Tax risk
Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the risk associated
with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and the
risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an
additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures
or other aspects of tax law. If, as a result of a particular tax risk materializing, the tax costs associated with
particular transactions are greater than anticipated, it could affect the profitability of those transactions, which
could have a material adverse effect on Rabobank Group's results of operations or lead to regulatory
enforcement action or may have a negative impact on Rabobank Group's reputation.
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Systemic risk
Rabobank Group could be negatively affected by the weakness and/or the perceived weakness of other financial
institutions, which could result in significant systemic liquidity problems, losses or defaults by other financial
institutions and counterparties. Financial services institutions that deal with each other are interrelated as a result
of trading, investment, clearing, counterparty and other relationships. This risk is sometimes referred to as
"systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses,
banks, securities firms and exchanges with whom Rabobank Group interacts on a daily basis. Concerns about
the creditworthiness of sovereigns and financial institutions in Europe and the United States remain. The large
sovereign debts and/or fiscal deficits of a number of European countries, including those of Greece, and the
United States go hand in hand with concerns regarding the financial condition of financial institutions. Any of
the above-mentioned consequences of systemic risk could have an adverse effect on Rabobank Group's ability
to raise new funding and its results of operations.
Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the Netherlands, the European Union, the United States and
elsewhere. Areas where changes could have an impact include, but are not limited to: the monetary, interest rate,
crisis management, asset quality review, recovery and resolution and other policies of central banks and
regulatory authorities, changes in government or regulatory policy that may significantly influence investor
decisions in particular markets in which Rabobank Group operates, increased capital requirements and changes
relating to capital treatment, changes and rules in competition and pricing environments, developments in the
financial reporting environment, stress-testing exercises to which financial institutions are subject,
implementation of conflicting or incompatible regulatory requirements in different jurisdictions relating to the
same products or transactions, or unfavorable developments producing social instability or legal uncertainty
which, in turn, may affect demand for Rabobank Group's products and services. Regulatory compliance risk
arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the
financial services industry. Non-compliance could lead to fines, public reprimands, damage to reputation,
enforced suspension of operations or, in extreme cases, withdrawal of authorizations to operate.
As of October 1, 2012, the Dutch government introduced a bank tax for all entities that are authorized to
conduct banking activities in the Netherlands. The tax is based on the amount of the total liabilities on the
balance sheet of the relevant bank as at the end of such bank's preceding financial year, with exemptions for
equity, deposits that are covered by a guarantee scheme and for certain liabilities relating to insurance business.
The levy on short-term funding liabilities is twice as high as the levy on long-term funding liabilities. Rabobank
Group was charged a total of 167 million in bank tax in 2014.
On February 1, 2013, the Dutch state nationalized the Dutch banking and insurance group SNS Reaal. To
finance this operation, a special, one-off resolution levy of 1 billion was imposed on banks based in the
Netherlands. Rabobank Group's share of the resolution levy was 321 million and had an adverse effect on
Rabobank Group's results of operations in 2014. If further financial institutions are bailed out, additional taxes
or levies could be imposed, which may have a material adverse effect on Rabobank Group's results of
operations.
Moreover, in the last quarter of 2015, a new way of financing the Dutch deposit guarantee scheme, a pre-funded
system that protects bank depositors from losses caused by a bank's inability to pay its debts when due, will
come into force. The target level of the scheme is 1% of total guaranteed deposits in the Netherlands, or 4
billion. Each bank will be required to pay a base premium of 0.0167% per quarter of its total guaranteed
deposits in the Netherlands. A risk add-on may be charged depending on the risk-weighting of the bank.
Furthermore the SRM (as defined in the risk factor entitled "Bank recovery and resolution regimes") and other
new European rules on deposit guarantee schemes (see "Regulation of Rabobank--European Union
4
Standards--Bank Recovery and Resolution Directive") will both have an impact on the Rabobank Group in the
years to come. All these factors may have material adverse effects on Rabobank Group's results of operations.
In February 2013, the European Commission issued a proposal for a financial transactions tax. The financial
transactions tax would be levied on transactions involving certain financial instruments by financial institutions
with an established link to one of the 11 participating member states. These participating member states are
Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain. The
financial transactions tax would be assessed on a transaction either if one of the parties is established in one of
the 11 participating member states or if the transaction involves financial instruments issued in one of the 11
participating member states. If the proposal is implemented, Rabobank Group may be required to pay the
financial transactions tax on certain transactions in financial instruments. The proposal requires further approval
by the Council of the European Union, and will require consultation with other European Union institutions
before it may be implemented by the participating member states. Currently the proposal is still under
discussion, given broad opposition in a number of countries as well as outstanding legal issues. The Dutch
Parliament has not adopted the proposal, but may do so in the future. The financial transactions tax, if
implemented, may have a material adverse effect on Rabobank Group's results of operations.
As of July 1, 2015, a personal mortgage loan may not be higher than 245,000 to be eligible for being secured
by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or "WEW"), an
institution that was founded by the Dutch government in 1993, through the National Mortgage Guarantee
Scheme (Nationale Hypotheek Garantie or "NHG"). As of July 1, 2016, this maximum will be reduced to
225,000.
Since January 1, 2013, the tax deductibility of mortgage loan interest payments for Dutch homeowners has been
restricted; interest payments on new mortgage loans can only be deducted if the loan amortizes within 30 years
on a linear or annuity basis. Moreover, the maximum permissible amount of a residential mortgage has been
reduced from 104% in 2014, to 103% in 2015, of the value of the property. This maximum will be further
reduced (by 1 percentage point each year) to 100% in 2018. In addition to these changes, further restrictions on
tax deductibility of mortgage loan interest payments entered into force as of January 1, 2014. The tax rate
against which the mortgage interest payments may be deducted is being gradually reduced beginning January 1,
2014. For taxpayers previously deducting mortgage interest at the highest income tax rate (52%), the interest
deductibility will decrease annually at a rate of 0.5 percentage points, from 52% to 38% in 2042. Changes in
governmental policy or regulation with respect to the Dutch housing market could have a material adverse effect
on Rabobank Group's results of operations.
On July 21, 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the "Dodd-Frank Act"), which provides a broad framework for significant regulatory changes that extend to
almost every area of U.S. financial regulation. Implementation of the Dodd-Frank Act requires detailed
rulemaking by different U.S. regulators, including the Department of the Treasury, the Board of Governors of
the Federal Reserve System (the "Federal Reserve"), the SEC, the Federal Deposit Insurance Corporation (the
"FDIC"), the Office of the Comptroller of the Currency (the "OCC"), the United States Commodity Futures
Trading Commission (the "CFTC") and the Financial Stability Oversight Council (the "FSOC"). While many
of the implementing rules have been finalized, significant uncertainty remains about the implementation, timing
and impact of many of such rules.
The Dodd-Frank Act provides for new or enhanced regulations regarding, among other things: (i) systemic risk
oversight, (ii) bank capital and prudential standards, (iii) the resolution of failing systemically significant
financial institutions, (iv) over-the-counter ("OTC") derivatives, (v) the ability of banking entities and their
affiliates to engage as principal in proprietary trading activities and to invest in, sponsor or engage in certain
transactions with hedge funds, private equity funds and other similar private funds (the so-called "Volcker
Rule") and (vi) consumer and investor protection. Implementation of the Dodd-Frank Act and related final
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regulations is ongoing and imposes significant costs and potential limitations on Rabobank Group's businesses
and may have material adverse effects on Rabobank Group's results of operations.
On December 10, 2013, the five U.S. federal financial regulatory agencies adopted final regulations to
implement the Volcker Rule. The regulations impose limitations and significant costs across all of Rabobank
Group's subsidiaries and affiliates and their activities in scope for the Volcker Rule. While the Volcker Rule
implementing regulations contain a number of exclusions and exemptions that permit Rabobank Group to
maintain certain of its trading and fund businesses and operations, particularly those outside of the United
States, aspects of those businesses have been modified to comply with the Volcker Rule. Further, Rabobank
Group has devoted significant resources to develop a Volcker Rule compliance program, as mandated by the
final regulations. The conformance period for the Volcker Rule ended on July 21, 2015 for all proprietary
trading activities and for all investments in and relationships with "covered funds" (as defined in the Volcker
Rule) that were not in place before December 31, 2013. For those investments in and relationships with
"covered funds" that were in place prior to December 31, 2013 ("legacy covered funds"), including certain
types of collateralized loan obligations, or CLOs, the Volcker Rule conformance period has been extended by
the Federal Reserve to July 21, 2016, and the Federal Reserve also indicated its intention to extend the
conformance period for an additional year to July 21, 2017. Rabobank Group must conform its activities and
investments to the Volcker Rule and must implement the required compliance program by the end of the
conformance period applicable to the relevant activity or investment.
The Federal Reserve issued a final rule on February 18, 2014 imposing "enhanced prudential standards" with
respect to foreign banking organizations ("FBOs") such as Rabobank Group. The rule will impose, among other
things, new liquidity, stress testing, risk management and reporting requirements on Rabobank Group's U.S.
operations, which could result in significant costs to the Group. The final rule becomes effective with respect to
Rabobank Group on July 1, 2016.
The Federal Reserve has not finalized (but continues to consider) requirements relating to single counterparty
credit limits and an "early remediation" framework under which the Federal Reserve would implement
prescribed restrictions and penalties against an FBO and its U.S. operations (including the New York Branch)
and certain of its officers and directors, if the FBO and/or its U.S. operations do not meet certain requirements,
and would authorize the termination of U.S. operations under certain circumstances.
In the United Kingdom, the Banking Reform Act 2013 received Royal Assent on December 18, 2013. It is a key
part of the UK Government's plan to create a banking system that supports the economy, consumers and small
businesses. It implements the recommendations of the Independent Commission on Banking, set up by the
Government in 2010 to consider structural reform of the UK banking sector. Measures contained in the Banking
Reform Act include the structural separation of the retail banking activities of banks in the United Kingdom
from wholesale banking and investment banking activities by the use of a "ring fence". A similar
recommendation was made at EU level in the final report (the "Liikanen Report"), published on October 2,
2012, of the High-level Expert Group on reforming the structure of the EU banking sector under the chair of Mr.
Erkki Liikanen. In November 2012, the Dutch government established a committee, the Commissie Structuur
Nederlandse banken', chaired by Mr. Herman Wijffels, to investigate the applicability of the Liikanen Report to
the Dutch banking sector and the manner in which a defaulting bank might be split up and resolved. The
committee delivered its final report on June 28, 2013. The Dutch Parliament still has to decide on how to
implement the recommendations included in the Wijffels-report. Adopting the full recommendations in the
Wijffels report could have a material adverse effect on Rabobank Group's results of operations.
Pursuant to Regulation EU 1024/2013 conferring specific tasks on the ECB for the prudential supervision of
credit institutions, the ECB assumed direct responsibility from national regulators for specific aspects of the
supervision of approximately 120 major European credit institutions, including the Rabobank Group, with effect
from November 4, 2014. Under this "Single Supervisory Mechanism", the ECB now has, in respect of the
relevant banks, all the powers available to competent authorities under the CRD IV (as defined in the Risk
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