Registration of a Securities Holding Company

INSTRUCTIONS FOR PREPARATION OF

A Securities Holding Company
Registration
FR 2082

Purpose
This registration collects data that are used to inform the
Federal Reserve of the ownership structure and financial
condition of the Registrant and its subsidiary(ies) and the
home country supervisory regime for any of the Registrant’s foreign subsidiaries that is subject to comprehensive consolidated supervision.

Who Must File This Registration
Any company that seeks to be subject to supervision by
the Federal Reserve as a supervised securities holding
company pursuant to section 618 of the Dodd-Frank Act
(12 U.S.C. 1850a) and the Board’s Regulation OO
(12 CFR Part 241).

Preparation of Registration
For relevant filing information, Registrants should consult the Board’s Regulation OO, a copy of which is
available on the Board’s public website at
www.federalreserve.gov/regulations/ or through any
Reserve Bank. Additional filing information is available
on the Board’s public website at www.federalreserve.gov/
generalinfo/applications/afi/.
Inquiries regarding the preparation and filing of registrations should be directed to the responsible Reserve Bank
as defined in Regulation OO. Registrants are encouraged
to contact Federal Reserve staff as soon as possible for
assistance in identifying the specific type of information
that should be provided in the registration.
The required registration is to be filed by submitting the
information requested in this form to the responsible
Reserve Bank. The registration must be substantially
complete and responsive to each item of information
requested, and any additional information the Board
believes is necessary to complete the registration, (including an indication that the answer is ‘‘not applicable’’ or
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‘‘none’’ where such is the case) in order to be considered
properly filed in accordance with the requirements of
Regulation OO.
The submitted registration will be reviewed to determine
if it is substantially complete. As necessary to complete
the record of the registration, a request for additional
information will be sent to the contact person named in
the registration. A registration by a securities holding
company is considered to be filed on the date that all
information required on the appropriate form and any
additional information requested are received, and a
letter will be sent indicating the date the registration is
deemed to be filed.
Where Interagency Biographical and Financial Reports
(FR 2081c; OMB No. 7100-0134) are required, such
information may be submitted in advance of the registration. Contact the responsible Reserve Bank for further
information. The Federal Reserve System reserves the
right to require the filing of additional statements and
information. If any information initially furnished in the
registration changes significantly prior to the effective
date of the registration, these changes should be communicated promptly to the responsible Reserve Bank.

Confidentiality
Under the provisions of the Freedom of Information Act
(the ‘‘FOIA’’), 5 U.S.C. § 552, the registration is a public
document and available to the public upon request. Once
submitted, a registration 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’’
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(exemption 4), and information that, if disclosed, ‘‘would
constitute a clearly unwarranted invasion of personal
privacy’’ (exemption 6). A Registrant may request confidential treatment for any information submitted in or in
connection with its registration that Registrant believes is
exempt from disclosure under the FOIA. For example, if
Registrant 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 CFR Part 261.
The request for confidential treatment must be submitted
in writing concurrently with the filing of the registration
(or subsequent related submission), and must discuss in
detail the justification for confidential treatment. Such
justification must be provided for each portion of the
registration or submission for which confidential treatment is requested. Registrant’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.
Registrant must demonstrate that disclosure would fall
within the scope of one or more of the FOIA exemptions
from disclosure.) Registrant must follow the steps outlined immediately below, and certify in the registration
that these steps have been followed. These same steps
must be followed with respect to any subsequent submission related to this registration for which confidential
treatment is sought.
Information for which confidential treatment is requested
should be: (1) specifically identified in the public portion
of the registration (by reference to the confidential section); (2) separately bound; and (3) labeled ‘‘CONFIDENTIAL.’’ This registration requires the submission of
information to the Federal Reserve regarding individuals.
The submission of information on individuals can raise
privacy concerns as some of the details provided may be
highly sensitive. Under limited circumstances, the inforGEN-2

mation may be subject to withholding from public disclosure under the FOIA.
Registrant ultimately is responsible for taking appropriate measures to safeguard the confidentiality of information it provides to the Federal Reserve, including details
regarding individuals. The Federal Reserve expects Registrant 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,
Registrant must confirm (on the cover sheet to this filing)
that Registrant 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 Registrant and
individual consent to public release of all details in the
registration 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 Registrant of any decision to make available to the
public information labeled ‘‘CONFIDENTIAL.’’ However, it shall be understood that, without prior notice to
Registrant, the Board may disclose or comment on any of
the contents of the registration in the Order or Statement
issued by the Board in connection the registration. The
Board’s staff normally will apprise Registrant that such
information may need to be disclosed in connection the
Board’s action on the registration. For further information on the procedures for requesting confidential treatment and the Board’s procedures for addressing such
requests, consult the Board’s Rules Regarding Availability of Information, 12 CFR part 261, including 12 CFR
261.15, which specifically addresses requests for confidential treatment.

Compliance
The Board expects Registrant to comply with all the
requirement for being a supervised securities holding
company pursuant to the Board’s Regulation OO, including qualifying as a securities holding company. Registrant should immediately contact the Federal Reserve if
there is any material change in the information contained
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in the registration that would cause the Regristant not to
qualify to be a securities holding company.

Requested Information
Provide the following with respect to the securities
holding company registering to become a supervised
securities holding company:
1. An organization chart for the securities holding
company showing all subsidiaries.
2. The name, asset size, general activities, place of
incorporation, and ownership share held by the
securities holding company for each of the securities
holding company’s direct and indirect subsidiaries
that comprise 1 percent or more of the securities
holding company’s worldwide consolidated assets.
3. A list of all persons (natural as well as legal) in the
upstream chain of ownership of the securities holding company who, directly or indirectly, own 5
percent or more of the voting shares of the securities
holding company. In addition, the Board would
request information concerning any voting agreements or other mechanisms that exist among shareholders for the exercise of control over the securities
holding company.
4. For the senior officers and directors with decisionmaking authority for the securities holding company,
the biographical information requested in the Interagency Biographical and Financial Report FR 2081c
(the Financial Report need not be provided).
5. Copies of the most recent quarterly and annual
reports prepared for shareholders, if any, for the
securities holding company and certain subsidiaries.
6. Income statements, balance sheets, and audited
GAAP statements, as well as any other financial

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statements submitted to the securities holding company’s current consolidated supervisor, if any, each
on a parent-only and consolidated basis, showing
separately each principal source of revenue and
expense, through the end of the most recent fiscal
quarter and for the past two (2) fiscal years.
7. A description of the methods used by the securities
holding company to monitor and control its operations, including those of its domestic and foreign
subsidiaries and offices (e.g., through internal reports
and internal audits).
8. A description of the regulatory system that exists in
the home country of any of the securities holding
company’s foreign subsidiaries that are subject to
comprehensive consolidated supervision. The
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;
b. Off-site monitoring by the home country supervisor;
c. The role of external auditors;
d. Transactions with affiliates;
e. Other applicable prudential requirements;
f. Remedial authority of the home country supervisor;
g. Prior approval requirements; and,
h. Any applicable regulatory capital framework.
9. A description of any other regulatory capital framework to which the securities holding company is
subject.

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