Form OTS Form H-(b)11 OTS Form H-(b)11 Annual/Current Report

OMB No. 1550-0060
Expiration Date: _________

H-(b)11 Package
Annual/Current Report
General Instructions
Current Reporting Instructions
OTS Form H-(b)11
Rev. 4/2007 Previous Editions Obsolete

Office of Thrift Supervision
Annual/Current Report H-(b)11

The Office of Thrift Supervision (OTS) will use this information to monitor whether
savings and loan holding companies comply with applicable statutes, regulations, and
conditions.
Filed pursuant to Section 10(b)(2) of the Home Owners’ Loan Act, as amended, and 12
C.F.R. Section 584.1(a).
Section 10(b)(2) of the Home Owners’ Loan Act, as amended, and 12 C.F.R. Section
584.1(a) require each savings and loan holding company (“you”) to file Annual and
Current Reports. OTS will not accept reports that are not substantially prepared in
accordance with these instructions or that do not contain all required information. Any
omission or misrepresentation of material fact may subject you to legal sanctions.
If you are registered as a trust (other than a business trust), a secured creditor, or a
corporate trustee, you are not subject to the filing requirements set forth herein.
If you are a multi-tier holding company, you may file combined reports if you supply
the required information for each holding company.

PAPERWORK REDUCTION ACT STATEMENT
Public reporting burden for this collection of information is estimated to average two hours
per response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, formatting the information, and completing and
reviewing the collection of information. If a valid OMB Control Number does not appear on
this form, you are not required to complete this form. Send comments regarding this burden
estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Office of Thrift Supervision, Supervision Policy, 1700 G Street,
N.W., Washington, DC 20552; and to the Office of Management and Budget, Paperwork
Reduction Project (1550-0060), Washington, DC 20503.

OMB NO. 1550-0060
Rev. April 2007 (Previous Editions Obsolete)

Office of Thrift Supervision
Report H-(b)11

Holding Company Docket Number H-__ __ __ __

Annual Report:

For the Fiscal Year Ended ____________________
OR

Current Report:

For the Quarter Ended _______________________
OR
For the Event on ___________________________

Filed Pursuant to Section 10(b)(2) of the Home Owners’ Loan Act, as amended, and 12
C.F.R. Section 584.1(a).

Name of Holding Company

Address of Executive Office

Name:
_________________________________________________________
Telephone Number: _________________________________________________________
Mailing Address:
_________________________________________________________
_________________________________________________________
_________________________________________________________
E-Mail Address:
_________________________________________________________
of the Individual To Whom Communications are to be sent

General Instructions
1. Use of the Form
2. Preparation of Report
3. Filing Requirements
4. Public Information
5. Definitions
1. Use of the Form
(a)

(b)

(c)

This version of Form H-(b)11 replaces all prior versions of Form H-(b)11. You
are required to file the Annual Report annually within 90 days of the end of your
fiscal year. In addition, you must file Current Reports within 45 days of the end
of each quarter (except the fourth quarter of your fiscal year) and when there has
been a material change in any of the information reported.
The Annual Report must provide a response to each Item. The Current Report
that is due within 45 days of the end of each quarter (except the fourth quarter of
your fiscal year) must also provide a response to each item. Any other Current
Report must provide a response only for those Items in which a material change
has occurred. In addition, all Securities and Exchange Commission (SEC) filings
must be submitted under cover of a Current Report and filed simultaneously with
the filing of such statements with the SEC.
You should file any amendments under cover of this form and clearly identify
them as amendments. Items should be numbered consecutively and comply with
all pertinent requirements of the Report, including the certification page.

2. Preparation of Report
(a)
(b)
(c)
(d)
(e)

You should present information in a manner that allows the reader to understand
what is being conveyed without referring to the instructions for the Item.
Include an index of Items and Sub-Items.
The Report and all attachments must be clear and easily readable in English on
pages (folded or unfolded) that do not exceed 8-1/2 x 14 inches.
Unless specifically noted otherwise, you may omit information regarding
subsidiaries of the savings association(s).
In providing an answer or partial answer to any Item in this Report, you may
incorporate by reference material contained in exhibits to this Report, or on file
with OTS. You should clearly specify the location of the incorporated material,
including page, item, and/or paragraph number.

3. Filing Requirements
One original Report, including exhibits and other pertinent papers and documents, shall
be filed in hard copy with the OTS Regional Office(s) that has supervisory authority
over an insured subsidiary. You must convert one additional copy to PDF format and
submit it on disc along with the hard copy. You should submit the PDF copy of the
report as one file, except for any confidential portions. You should clearly caption all
copies as to type of filing, including all exhibits and other pertinent documents. You
should include an index of all materials submitted.
The Regional Director, or his/her designee, is delegated the authority to modify reporting
requirements. Items of this Report may be waived or modified if deemed to be overly
burdensome, otherwise reported to OTS, or immaterial in a given case. Requests for
waivers or modifications, and the rationale for granting such requests, must be
documented in writing. OTS may reconsider waivers or modifications to reporting
requirements at any time.
4. Public Information
Unless you make special arrangements with OTS, all materials filed as part of this
Report are available for public inspection. Should you desire to have “confidential”
treatment accorded any information submitted as part of this Report (mainly
biographical data and financial projections), such material should be separately bound,
and the PDF copy provided on a separate disc, labeled “confidential,” and accompanied
by a formal request stating the reasons for filing such information confidentially.
If any material has been granted confidential treatment under state or federal laws, or by a
government agency, or if the disclosure would be contrary to the policies/rules of the
New York Stock Exchange and/or the SEC, or the requirements of other sovereign
countries, such a circumstance should be described. OTS will advise you of any decision
to make information labeled “confidential” available to the public. Youshould
understand that, in the settlement of litigation, it may be necessary for OTS to release
confidential materials.
5. Definitions
The terms used in this Report, unless specifically defined in the instructions to an Item,
have the meaning commonly ascribed to them in commercial/financial usage or as
specified in Section 10 of the Home Owners’ Loan Act, as amended, and 12 C.F.R.
Parts 583, 574, and 561.

Index of Items of the Annual/Current Report
Item 1
Item 2
Item 3
Item 4

Filing of Statements with the Securities and Exchange Commission
Other Materially Important Events
Financial Statements
Exhibits

Item 1. Filing of Statements with the Securities and
Exchange Commission
Submit a copy, with a corresponding index, of all materials that you file with the SEC,
including filings under both the Securities Act of 1933 and the Securities Exchange Act of
1934, as well as any filings with any State authority in connection with any intrastate
offering, under cover of this Report. Insured subsidiary institutions file securities filings with
OTS separately; these filings need not be included. If you are not an SEC filer, note this in
your filing.

Item 2. Other Materially Important Events
You shall report under this Item any information that is not specifically requested in this
Report, but which may affect the records of OTS (i.e., a name change) or which may affect
the subsidiary association, such as material litigation, changes to senior management,
unexpected economic events, issuance, renewal or restructuring of debt etc. You should also
report information that you deem to be of material importance under this Item.

Item 3. Financial Statements
An independent public accountant must audit the fiscal year-end financial statements of
savings and loan holding companies, except those of personal trusts, banks, and
insurance companies, if its insured subsidiary has consolidated assets of $500 million or
greater. You are not required to have quarterly financial statements audited.
In determining whether this audit requirement applies, multiple holding companies should
aggregate the assets of all insured subsidiary institutions. If you have audited statements
prepared for purposes other than OTS requirements, (e.g., SEC requirements or similar
requirements by regulators of other countries) you should provide a copy to OTS. All of
your financial statements must be prepared in accordance with generally accepted accounting
principles, or statutory accounting principles. Except for those financial statements prepared
in conformity with statutory requirements of other financial regulators, the format of the
financial statements should be consistent with the financial statement presentation
requirements set forth in SEC Regulation S and Industry Guide 3. (Copies of this publication
are available for sale from the Superintendent of Documents, U.S. Government Printing
Office, Washington, DC 20402.)
You must file the following financial statements for each quarter and at each fiscal year end
as part of this Report. Holding companies that are insurance companies may file financial
statements prepared in conformity with statutory accounting principles only if they do not
prepare GAAP financial statements for any other purpose. You should direct any requests
for modification or waiver of these requirements to the appropriate OTS Regional Director.
A. Consolidated Statements
1.

Consolidated statements of financial condition of you and your subsidiaries, and
consolidated statements of operations, cash flow and retained earnings or equity
statements of you and your subsidiaries for the period under report.

2.

Unaudited consolidating schedules.

3.

If you do not have a thrift subsidiary that files a Thrift Financial Report (TFR),
you must complete Schedule HC of the TFR. You may obtain a copy of the
Schedule HC form and instructions from the Office of Thrift Supervision website
(www.ots.treas.gov), or by contacting your local regional office. OTS will
automatically give this submission confidential status, consistent with the
instructions of the Thrift Financial Report.

In preparing consolidated statements, you must follow the consolidated statement
principles of inclusion or exclusion that will clearly exhibit the financial condition and
results of operations of you and your subsidiaries.
Multi-tier holding company structures that choose to file a combined Report for all the
holding companies at one time, should provide audited consolidated statements and

unaudited consolidating schedules for each company as would be required if the
subsidiary holding company were filing independently. Alternatively, audited
consolidating schedules filed with consolidated statements at the top tier are acceptable.

B. Unconsolidated Subsidiaries and Other Persons
1.

For each subsidiary that is not consolidated, excluding subsidiary savings
associations, statements of financial condition, operations, cash flow, and retained
earnings or equity must be filed as would be required if the subsidiary were itself
a holding company. Insofar as practicable, these statements must be as of the
same dates or for the same periods as your consolidated statements.

If the fiscal year of any unconsolidated subsidiary has ended within 90 days before the
date of filing of the Report, or ends after the date of filing, financial statements of the
subsidiary must be filed as an amendment to the Report within 120 days after the end of
the subsidiary’s fiscal year. In addition, you must file unaudited statements as of the
same date as your consolidated statements if statements for the same period are not
available.

Item 4. Exhibits
In addition to the material required in Items 1 through 3, you should also submit copies not
previously filed of your charter and bylaws or instruments corresponding thereto (e.g.,
partnership agreement, trust agreement). OTS deems any changes to your bylaws, charter, or
corresponding instruments as a material event, and you must file a copy of the revised
document.

Certification
Pursuant to the requirements of Section 10(b)(2) of the HOLA, as amended, the Holding
Company making this Report has caused this filing to be signed on its behalf by the
undersigned, duly authorized.

Name of Holding Company
The undersigned principal executive or principal financial officer of the Holding Company
making this Annual Report acknowledges and certifies that the information contained herein,
including forms or exhibits, has been carefully reviewed, and that such information is true,
correct, and complete.

Name and title of officer signing on behalf of the Holding Company

Attest:

Name and title

Date: _________________________