Quarterly Savings and Loan Holding Company Report

Quarterly Savings and Loan Holding Company Report

FR 2320_draft_instruction_20111007

Quarterly Savings and Loan Holding Company Report

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INSTRUCTIONS FOR PREPARATION OF

Quarterly Savings and Loan
Holding Company Report
FR 2320

DRAFT
General Instructions

When to Submit the Report

Who Must Report

The Quarterly Savings and Loan Holding Company
Report (FR 2320) is required to be submitted as of March
31, June 30, September 30, and December 31.

Reporting Criteria
The Quarterly Savings and Loan Holding Company
Report (FR 2320) must be filed by top tier savings and
loan holding companies exempt from initially filing
Federal Reserve regulatory reports.
For tiered savings and loan holding companies. When
savings and loan holding companies own or control, or
are owned or controlled by, other savings and loan
holding companies (i.e., are tiered savings and loan
holding companies), only the top-tier holding company
must file the Quarterly Savings and Loan Holding Company Report for the consolidated savings and loan holding company organization unless the top-tier holding
company is exempt from reporting this report. If a
top-tier holding company is exempt, then the lower-tier
holding company must file the Quarterly Savings and
Loan Holding Company Report. In addition, lower tier
SLHCs may voluntarily file the FR 2320 or may be
required to file in additon to the top-tier for safety and
soundness purposes.

Where to Submit the Report
Electronic Submission
Savings and loan holding companies must submit their
completed Quarterly Savings and Loan Holding Company Report electronically. Savings and loan holding
companies should contact their district Federal Reserve
Bank or go to www.frbservices.org/centralbank/
reportingcentral/index.html for electronic submission
procedures.
FR 2320
General Instructions

March 2012

The submission date for a savings and loan holding
company to file this report is 45 calendar days after the
report date. The term ‘‘submission date’’ is defined as the
date by which the Federal Reserve must receive the
savings and loan holding company’s FR 2320 report.
If the submission deadline falls on a weekend or holiday,
the report must be received on the first business day after
the Saturday, Sunday, or holiday. Earlier submission aids
the Federal Reserve in reviewing and processing the
report and is encouraged. No extensions of time for
submitting reports are granted.
The FR 2320 is due by the end of the reporting day on the
submission date (5:00 p.m. at each district Reserve
Bank).

How to Prepare the Report
A. Applicability of GAAP, Accrual Basis,
and Equity Method
Saving and loan holding companies are required to
prepare and file the Quarterly Savings and Loan Holding
Company Report (FR 2320) in accordance with generally
accepted accounting principles (GAAP) as set forth in the
FASB Accounting Standards Codification and these
instructions. (See instructions below for insurance savings and loan holding companies preparing financial
statements under statutory accounting principles.)
Where it is appropriate under GAAP to consolidate one
or more of the savings and loan holding company’s
subsidiaries (which may or may not include the savings
association subsidiary), the amounts in the ‘‘Consolidated’’ column should reflect consolidation of those
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General Instructions

DRAFT
subsidiaries. The amounts in the ‘‘Parent Only’’ column
must reflect the holding company’s investment in subsidiaries and the operations of those subsidiaries, under the
equity method of accounting. Subsidiary operations, as a
component of the investment account, would include
dividends, earnings, and other activity updated on a
quarterly basis. In the infrequent circumstance where it is
not appropriate under GAAP to consolidate any of the
holding company’s subsidiaries - such as a designated
holding company filing the Quarterly Savings and Loan
Holding Company Report that is a minority shareholder
of the savings association and controls no other subsidiaries - the amounts in the ‘‘Consolidated’’ column should
be left blank.
If the savings and loan holding company has a quarter
end other than a calendar quarter end, the savings and
loan holding company may use data from the fiscal
quarter ending within the reporting calendar quarter. For
example, if the savings and loan holding company’s
fiscal year end is October, its fiscal quarter ends are
January, April, July, and October. The savings and loan
holding company should use its fiscal quarter ending
January 31 for the March 31, April 30 for June 30, July
31 for September 30, and October 31 for December 31 of
the Quarterly Savings and Loan Holding Company
Report.
For insurance savings and loan holding companies: If
the savings and loan holding company is an insurance
company, and does not prepare financial statements for
external use in conformity with GAAP, the institution
may file data from financial statements prepared in
conformity with statutory accounting principles in the
‘‘Parent Only’’ column. If periodic consolidated financial
statements are prepared under GAAP - such as for annual
reports to policyholders - data from these statements
should be used in filing the FR 2320 in the appropriate
‘‘Consolidated’’ and ‘‘Parent Only’’ columns.
All reports shall be prepared in a consistent manner. The
savings and loan holding company’s financial records
shall be maintained in such a manner and scope so as to
ensure that the Quarterly Savings and Loan Holding
Company Report can be prepared and filed in accordance
with these instructions and reflect a fair presentation of
the savings and loan holding company’s financial condition and results of operations. Savings and loan holding
companies should retain workpapers and other records
used in the preparation of these reports.
GEN-2

Accrual Basis Reporting
All reports must be prepared on an accrual basis. On the
accrual basis, income is recognized at the time it is
earned, not necessarily when it is received. Expenses are
recognized as they are incurred, not necessarily when
they are paid.

Equity Method of Accounting for
Investments in Bank and Nonbank
Subsidiaries and Associated Companies
A savings and loan holding company in preparing its
Quarterly Savings and Loan Holding Company Report
parent company only information (column A) shall
account for all investments in subsidiaries, associated
companies, and those corporate joint ventures over which
the savings and loan holding company exercises significant influence according to the equity method of accounting, as prescribed by GAAP.

B. Report Form Captions and
Instructional Detail
No caption on the report forms shall be changed in any
way. An amount or a zero should be entered for all items
except where the reporting savings and loan holding
company cannot report a line item because of the nature
of their organization. A zero should be entered whenever
a parent company can participate in an activity, but does
not, on the report date, have any outstanding balances.
Questions and requests for interpretations of matters
appearing in any part of these instructions should be
addressed to the appropriate Federal Reserve Bank (that
is, the Federal Reserve Bank in the district where the
savings and loan holding company submits this report).

C. Rounding
Savings and loan holding companies must report all
dollar amounts in thousands, with the figures rounded to
the nearest thousand. Items less than $500 will be
reported as zero except for line item 4(a), columns A and
B, ‘‘Common Stock Par Value.’’ See instructions for line
item 4(a) for details. Rounding could result in details not
adding to their stated totals. However, in order to ensure
consistent reporting, the rounded detail items should be
adjusted so that totals and the sums of their components
are identical.
General Instructions

FR 2320
March 2012

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General Instructions

DRAFT
D. Negative Entries
Except for the items listed below, negative entries are
generally not appropriate on the FR 2320 and should not
be reported. Hence, assets with credit balances must be
reported in liability items and liabilities with debit balances should be reported in asset items, as appropriate,
and in accordance with these instructions. Items for
which negative entries may be made include:
(1) Item 5(a), ‘‘Accumulated other comprehensive
income.’’
(2) Item 5(b), ‘‘Gains (losses) on cash flow hedges.’’
(3) Item 6, ‘‘Retained earnings.’’
(4) Item 7, ‘‘Other components of equity.’’
(5) Item 10(a), ‘‘Net income (loss) attributable to holding company and noncontrolling interest.’’
(6) Item 10(a), ‘‘Net income (loss) attributable to holding company.’’
(7) Item 20, ‘‘Net cash flow from operations attributable
to holding company.’’
When negative entries do occur in one or more of these
items, they shall be recorded with a minus (-) sign rather
than in parenthesis.

E. Confidentiality
The completed version of the Quarterly Savings and
Loan Holding Company Report is available to the public
upon request on an individual basis with the exception of
the three report items the Federal Reserve has flagged as
confidential and protected from disclosure. However, a
reporting savings and loan holding company may request
confidential treatment for any of the remaining report
items if the savings and loan holding company is of the
opinion that disclosure of specific commercial or financial information in the report would likely result in
substantial harm to its competitive position, or that
disclosure of the submitted information would result in
unwarranted invasion of personal privacy.
A request for confidential treatment must be submitted in
writing prior to the electronic submission of the report.
The request must discuss in writing the justification for
which confidentiality is requested and must demonstrate
the specific nature of the harm that would result from
public release of the information; merely stating that
FR 2320
General Instructions

March 2012

competitive harm would result or that information is
personal is not sufficient.
Information, for which confidential treatment is requested,
may subsequently be released by the Federal Reserve
System if the Board of Governors determines that the
disclosure of such information is in the public interest.

F. Verification and Signature
Verification. All addition and subtraction should be
double-checked before reports are submitted. Totals and
subtotals in supporting materials should be cross-checked
to corresponding items elsewhere in the reports. Before a
report is submitted, all amounts should be compared with
the corresponding amounts in the previous report. If there
are any unusual changes from the previous report, a brief
explanation of the changes should be provided to the
appropriate Reserve Bank.
Signatures. The Quarterly Savings and Loan Holding
Company Report must be signed by the Chief Financial
Officer of the savings and loan holding company (or by
the individual performing this equivalent function). By
signing the cover page of this report, the authorized
officer acknowledges that any knowing and willful misrepresentation or omission of a material fact on this
report constitutes fraud in the inducement and may
subject the officer to legal sanctions provided by 18 USC
1001 and 1007.
Saving and loan holding companies must maintain in
their files a manually signed and attested printout of the
data submitted. The cover page of the Reserve Banksupplied, holding company’s software, or from the Federal Reserve’s website report form should be used to
fulfill the signature and attestation requirement and this
page should be attached to the printout placed in the
savings and loan holding company’s files.

G. Amended Reports
The Federal Reserve may require the filing of amended
Quarterly Savings and Loan Holding Company Report if
reports as previously submitted contain significant errors.
In addition, a savings and loan holding company should
file an amended report when internal or external auditors
make audit adjustments that result in a restatement of
financial statements previously submitted to the Federal
Reserve.
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General Instructions

DRAFT
H. Organization of the Instruction Book
The instruction book is divided into two sections:
(1) The General Instructions describing overall reporting
requirements.
(2) The Line Item Instructions for each section of the
report.

GEN-4

Additional copies of this instruction book may be obtained
from the Federal Reserve Bank in the district where
reporting savings and loan holding company submits its
Quarterly Savings and Loan Holding Company Report,
or may be found on the Federal Reserve Board’s public
website (www.federalreserve.gov).

General Instructions

FR 2320
March 2012

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LINE ITEM INSTRUCTIONS FOR

Quarterly Savings and Loan Holding
Company Report
FR 2320

DRAFT
Line Item Instructions for Cover Page
Holding Company Number
Report the OTS docket number of the holding company.
All holding company docket numbers begin with an H.
Fiscal Year End

are often limited to ownership of subsidiaries, financing
activities and administrative activities. The parent records
investments in subsidiaries as an investment or under the
equity method as prescribed by GAAP. On a parent-only
basis, intra-group transactions are not eliminated.
Line Item 1, Column A:

Enter the month of the holding company’s current fiscal
year-end for audited financial statement purposes. In
some cases this may not correspond to the tax year-end.

Total Assets

Report total assets on a parent only basis. Report details
for components included in ‘‘Total Assets’’ in items 12(a)
through 14, column A.

Stock Exchange Ticker Symbol
List the symbol if the stock of the holding company is
traded on a public exchange.
SEC File Number
If the holding company must file periodic securities
disclosure documents with the Securities and Exchange
Commission (SEC) pursuant to the Securities Exchange
Act of 1934, report the SEC file number. Examples of
disclosure documents are Form 10-K and Form 10-Q.
If the reporting holding company does not file periodic
securities disclosure documents with the SEC but its
parent or top tier holding company does file, report the
SEC file number of that parent or top tier holding
company.
Website Address
If one exists, report the Internet address of the reporting
holding company or of the appropriate entity within the
corporate structure where publicly available financial
information is available.

Line Item Instructions for PARENT
ONLY - Column A
The parent holding company is an entity within the
corporate structure. Parent-only reporting reflects the
activities of the holding company. The parent activities
FR 2320
Line Item Instructions

March 2012

Line Item 2, Column A:

Total Liabilities

Report total liabilities on a parent only basis. Report
details for components included in ‘‘Total Liabilities’’ in
items 15(a)(1) through 18, column A.
Equity:
Line Item 3, Column A:
Stock

Perpetual Preferred

Include:
(1) Preferred stock that the holding company has issued
that is nonredeemable by the purchaser and that
qualifies as equity capital under GAAP.
(2) Preferred stock convertible into common stock.
Report preferred stock net of issuance costs, premiums,
and discounts. If the holding company issued preferred
stock above par value, include the amount paid in excess
of par with the par value.
Dividends on perpetual preferred stock reduce retained
earnings when declared. Include them in line item 11,
‘‘Dividends Declared Attributable to Holding Company.’’
Do not include:
(1) Redeemable preferred stock.
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Line Item Instructions

DRAFT
(2) Permanent preferred stock issued by a consolidated
subsidiary.
Line Item 3(a), Column A:

Cumulative

Do not include:
Paid-in capital from the issuance of preferred stock.
Report this amount in line item 3(a) or 3(b), column A.

Report permanent preferred stock where the stockholders
are entitled to receive unpaid dividends before the payment of dividends on other classes of stock.

Accumulated Other Comprehensive Income:

Line Item 3(b), Column A:

Report accumulated gains (losses), net of taxes, on
securities and on certain nonsecurity financial instruments, classified as available-for-sale (AFS).

Noncumulative

Report permanent preferred stock whose dividends do
not accumulate if unpaid.
Common Stock:
Line Item 4(a), Column A:

Par Value

Report the par value of all outstanding common stock permanent, reserve, or guaranty stock - that the holding
company has issued.
If the par value of common stock issued is less than $500,
report ‘‘1’’ in this data field to indicate that it is not zero,
and, if necessary, reduce the amount the holding company reports in line item 4(b), column A, ‘‘Common
Stock Paid in Excess of Par’’ by one.
The holding company must reduce retained earnings at
the time the holding company declares dividends on
common stock. Report the reduction of retained earnings
in line item 11, column A, ‘‘Dividends Declared Attributable to Holding Company.’’
Do not include deductions for:
(1) Stock the holding company reacquired - treasury
stock. Report the amount as a negative, using a minus
(-) sign, in line item 7, column A, ‘‘Other Components of Equity.’’

Line Item 5(a), Column A: Accumulated Gains
(Losses) on Certain Securities

Gains and losses reported here are not reported in the
statement of operations until the asset is sold, or an
other-than-temporary impairment loss is recognized, or
this amount is amortized in accordance with the following paragraph.
Include the unamortized amount of the gain or loss at the
date of transfer of debt securities transferred from AFS to
held-to-maturity (HTM). Continue to report this gain or
loss in this line item until it is completely amortized over
the remaining life of the security as an adjustment of
yield in the same manner as a discount or premium.
In addition, report on this line the amount of the otherthan-temporary impairment on AFS and HTM debt securities that is related to all factors other than credit, where
that amount is appropriately recognized in other comprehensive income.
Report this data field as negative, using a minus (-) sign,
when the holding company’s unrealized losses exceed
unrealized gains.
Line Item 5(b), Column A:
Flow Hedges

Gains (Losses) on Cash

(2) Unallocated ESOP shares. Report the amount as a
negative, using a minus (-) sign, in line item 7,
column A, ‘‘Other Components of Equity.’’

Report the accumulated fair value gain or loss, net of
taxes, on cash flow hedges.

Line Item 4(b), Column A:

Report any accumulated other comprehensive income not
included in line items 5(a) or 5(b), column A.

Paid in Excess of Par

Include:
(1) Amounts paid in excess of par value from the
issuance of common stock for cash or nonmonetary
assets. Deduct the costs of issuing common stock.
(2) Permanent capital contributions by the stockholders
not related to the purchase of stock.
RI-2

Line Item 5(c), Column A:

Other

Include:
(1) Any minimum pension liability adjustment.
(2) Cumulative foreign currency translation adjustments
and qualifying foreign currency transaction gains and
losses, net of taxes.
Line Item Instructions

FR 2320
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Line Item Instructions

DRAFT
(3) Any other items of accumulated other comprehensive
income not reported in other ‘‘Accumulated Other
Comprehensive Income’’ line items.
Line Item 6, Column A:

Retained Earnings

Retained earnings consists of the holding company’s
accumulated net income, less distributions to shareholders, and certain accounting adjustments.
Line Item 7, Column A:
Equity

Other Components of

Report amounts reported under GAAP as separate components of equity. In most cases the amounts in this data
field will be negative, as these items typically reduce
equity capital. Report a negative amount with a minus (-)
sign.
Include:

Line Item 11, Column A: Dividends Declared
Attributable to: Holding Company
Report the cash and noncash dividends declared on
preferred and common stock reported in line items 3(a),
3(b), 4(a), and 4(b), column A.
Included in Total Assets:
Line Item 12(a), Column A:
Investment Securities

Cash, Deposits, and

Report the total amount of cash, including deposits with
financial institutions, and investment securities.
Do not include the holding company’s investments in
subsidiaries. Report such amounts in line item 12(c)(1)
and 12(c)(2).
Receivable from Subsidiaries:
Line Item 12(b)(1), Column A:

(1) Treasury stock.
(2) Unearned employee stock ownership plan (ESOP)
shares, when such reporting is required under GAAP.
Line Item 8, Column A:

Total Equity

The Internet Electronic Submission (IESUB) software
will compute this line as the sum of line items 3(a), 3(b),
4(a), 4(b), 5(a), 5(b), 5(c), 6 and 7, column A.
Generally, parent only ‘‘Total Equity’’ should be equal to
consolidated ‘‘Total Equity’’ (line item 8, column B), less
any amount reported on line item 7(b), ‘‘Noncontrolling
Interests in Consolidated Subsidiaries.’’

Report the holding company’s receivable from savings
association subsidiaries, which is sometimes referred to
as ‘‘advances to’’ or ‘‘due from.’’ Include certain ESOP
borrowings reflected on the savings association’s books
that are reported as receivables on a parent only basis.
Line Item 12(b)(2), Column A:

Total Liabilities and

The Internet Electronic Submission (IESUB) software
will compute this line as the sum of line items 2 and 8,
column A. This amount should equal the amount in line
item 1, column A.
Line Item 10(b), Column A: Net Income (Loss)
Attributable to: Holding Company
Report the holding company’s net income or loss. Include
the parent holding company’s proportionate share of any
savings association subsidiary’s income or loss. The
amount reported on this line is comprised of the amounts
reported in line items 19(c), 19(e), and 19(f), column A.
FR 2320
Line Item Instructions

March 2012

Other Subsidiaries

Report the holding company’s receivable from subsidiaries other than savings association subsidiaries, which is
sometimes referred to as ‘‘advances to’’ or ‘‘due from.’’
Investments in Subsidiaries:
Line Item 12(c)(1), Column A:

Line Item 9, Column A:
Equity

Savings Association

Savings Association

Report the holding company’s direct investment in savings association subsidiaries in a manner that reflects the
equity method of accounting. In most cases, if the
savings association subsidiaries are wholly owned, this
line should equal the savings association’s equity capital
on Schedule RC, line 28 of the Call Report.
Report zero if this holding company is not the direct
owner of the savings association.
Line Item 12(c)(2), Column A:

Other Subsidiaries

Report the holding company’s investment in subsidiaries
other than savings association subsidiaries in a manner
that reflects the equity method of accounting. If this
holding company is not the direct owner of the savings
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Line Item Instructions

DRAFT
association, report the holding company’s investments in
one or more of the mid-tier holding companies.
Intangible Assets:
Line Item 13(a), Column A:
Assets

Mortgage Servicing

Savings Association Subsidiaries:
Line Item 15(a)(1), Column A:

Transactional

Report the holding company’s payable to savings association subsidiaries, which is sometimes referred to as
‘‘advances from’’ or ‘‘due to.’’ Do not include amounts
reported in line item 15(a)(2), Column A.

Report the carrying amount of mortgage servicing assets.

Line Item 15(a)(2), Column A:

Line Item 13(b), Column A:
Servicing Assets and Other

Report the amount of borrowings the holding company
owes to the reporting savings association. Do not include
amounts reported in line item 15(a)(1).

Nonmortgage

Report the balance of the parent’s nonmortgage servicing
assets and other intangible assets.
Include on this line intangible assets such as the following:
(1) Goodwill.
(2) Customer relationships and customer lists, including
core deposit premiums.

Debt

Other Subsidiaries:
Line Item 15(b)(1), Column A:

Transactional

Report the holding company’s payable to subsidiaries
other than savings association subsidiaries, which is
sometimes referred to as ‘‘advances from’’ or ‘‘due to.’’
Do not include amounts reported in line item 15(b)(2),
Column A.

(3) Employment agreements.
(4) Non-compete agreements.

Line Item 15(b)(2), Column A:

(5) Lease agreements.

Report the balance of the holding company’s borrowings
from its subsidiaries other than savings association subsidiaries. Do not include amounts reported in line items
15(b)(1) and 16, column A.

(6) Computer software costs.
Line Item 14, Column A:
Acquisition Costs

Deferred Policy

Report deferred policy acquisition costs incurred by
insurance companies. Deferred policy acquisition costs
include variable acquisition costs such as commissions
and underwriting and policy issuance expenses related to
both new and renewal insurance policies and annuities.
Line Item 15, Column A: Included in Total
Liabilities (Excluding Deposits) Payable to
Subsidiaries
Borrowings, as the term is used here, means short-term or
long-term debt, negotiated with specified terms, usually
including interest rates and repayment dates. Borrowings
exclude deposits and transactional liabilities, such as
accounts payable, income taxes payable, and accrued
liabilities.
RI-4

Debt

Line Item 16, Column A:
Instruments

Trust Preferred

Trust preferred securities are typically issued to third
party investors by a wholly owned trust of the holding
company. The holding company typically borrows from
the trust substantially all the net proceeds from issuance
of the trust preferred securities. For parent only reporting,
report the balance of the holding company’s borrowings
from the trust that issued the trust preferred securities.
In most cases, the holding company’s financial statements do not reflect consolidation of the financial statements of the trust that issued the trust preferred securities.
Accordingly, the amount reported in column A of this
item should be equal to the amount reported in column B
of this item. If the trust is consolidated, report in column
B of this item the balance of the trust preferred instruments.
Line Item Instructions

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Line Item Instructions

DRAFT
Line Item 17, Column A:
12 Months or Less

Other Debt Maturing in

Report all borrowings, excluding deposits, payable to
subsidiaries, and trust preferred instruments that the
holding company would classify as current liabilities if
the holding company were to present a classified balance
sheet. Include such borrowings that, within the next 12
months, either (1) contractually mature; (2) are callable
at the option of the lender; or (3) otherwise become due
and payable.
Callable, as the term is used here, refers to an option by
the lender to require repayment of the borrowing before
its contractual maturity.
A classified balance sheet is one that includes subtotals
for current assets and current liabilities. Most savings
association holding companies do not present a classified
balance sheet. However, for purposes of line item 17,
columns A and B, and line item 18, columns A and B,
classify all borrowings as either current or noncurrent.
Example: A holding company’s borrowings, on a consolidated basis, include a FHLBank advance where the
contractual maturity date is beyond the next 12 months.
However, beginning on a date within the next 12 months,
the FHLBank may exercise its option to require immediate repayment of the advance. The holding company
should include that advance in line item 17, columns A
and B.
Line Item 18, Column A:
More Than 12 Months

Other Debt Maturing in

Report all borrowings (other than payables to subsidiaries and trust preferred securities) except:
(1) Debt maturing in 12 months or less reported in line
item 17, columns A and B.
(2) Deposit and escrow liabilities held by the holding
company or any other subsidiary depository institution.
Reflected in Net Income:
Line Item 19(a), Column A:

Interest Income

Report interest income on all interest-bearing assets,
including those assets reported in line items 12(a),
12(b)(1), and 12(b)(2), column A.
FR 2320
Line Item Instructions

March 2012

Line Item 19(b), Column A:

Dividends

As stated in the General Instructions to the Quarterly
Savings and Loan Holding Company Report, the amounts
in the ‘‘Parent Only’’ column should reflect the holding
company’s investment in subsidiaries, and the operations
of those subsidiaries, under the equity method of accounting. Consistent with those instructions, the holding company’s net income on a ‘‘Parent Only’’ basis, as reported
in line item 10(b), column A, should reflect the holding
company’s equity in net income or loss of its subsidiaries. Typically, such income or loss is presented as two
separate components:
(1) Dividends from subsidiaries - that is, the distributed
component, and
(2) Equity in undistributed income or loss of subsidiaries.
Accordingly, report in line items 19(b)(1) and 19(b)(2)
the dividends from subsidiaries component of the holding
company’s equity in net income or loss of its directly
owned subsidiaries.
For example, assume that the holding company’s equity
in the net income of its savings association subsidiary is
$10 million; and that dividends declared by, and received
from, the subsidiary are $3 million. The holding company’s net income on a parent only basis reported in line
item 10(b), column A, ‘‘Net Income (Loss) Attributable
to Holding Company,’’ would include the $10 million.
The holding company would report the $3 million in line
item 19(b)(1), column A. Note that the holding company’s $7 million ($10 million - $3 million) undistributed
income component of its equity in income of the savings
association subsidiary would not be reported separately
in the Quarterly Savings and Loan Holding Company
Report.
Line Item 19(b)(1), Column A:
Association Subsidiaries

From Savings

Report dividends from savings association subsidiaries in
which the holding company has direct ownership. Such
dividends should be recognized by the holding company
under the equity method of accounting.
Line Item 19(b)(2), Column A:
Subsidiaries

From Other

Report dividends from all other subsidiaries than savings
association subsidiaries recognized by the holding company under the equity method of accounting.
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Line Item Instructions

DRAFT
Line Item 19(c), Column A:

Total Income

Report the holding company’s total income from all
sources, including the amounts reported in line items
19(a), 19(b)(1), and 19(b)(2), column A.

Line Item 1, Column B:

Total Assets

Report total consolidated assets. Report details for components included in ‘‘Total Assets’’ in line items 12
through 14, column B.

Interest Expense:
Line Item 19(d)(1), Column A:
Instruments

Trust Preferred

Report interest expense from borrowings from the trust
that issued the trust preferred instruments.
Line Item 19(d)(2), Column A:

All Other Debt

Report interest expense, excluding interest expense on
trust-preferred instruments and on deposit and escrow
liabilities held by a subsidiary depository institution.
Line Item 19(e), Column A:

Total Expenses

Report the holding company’s total expenses from all
sources, including the amounts reported in line items
19(d)(1) and 19(d)(2).
Line Item 19(f), Column A:

Total Income Taxes

Report the holding company’s provision for current and
deferred income taxes, determined in accordance with
GAAP.
Line Item 20, Column A: Net Cash Flow From
Operations Attributable to: Holding Company
Report the net increase or decrease in cash and cash
equivalents from operating activities, as it would appear
in a statement of cash flows prepared in accordance with
GAAP. Do not include any change in cash and cash
equivalents from investing and financing activities.

Line Item Instructions for
CONSOLIDATED - Column B
Prepare the consolidated amounts in the Quarterly Savings and Loan Holding Company Report in accordance
with GAAP unless specifically stated otherwise. All data
is reported as of the end of the quarter, or in the case of
income, expense, and other activity data, for the period of
one calendar quarter. Report subsidiaries that are not
GAAP-consolidated subsidiaries using the equity method
of accounting.
RI-6

Line Item 2, Column B:

Total Liabilities

Report total consolidated liabilities. Report details for
components included in ‘‘Total Liabilities’’ in line items
16 through 18, column B.
Equity:
Line Item 3, Column B:

Perpetual Preferred Stock

Include:
(1) Preferred stock that the holding company has issued
that is nonredeemable by the purchaser and that
qualifies as equity capital under GAAP.
(2) Preferred stock convertible into common stock.
Report preferred stock net of issuance costs, premiums,
and discounts. If the holding company issued preferred
stock above par value, include the amount paid in excess
of par with the par value.
Dividends on perpetual preferred stock reduce retained
earnings when declared. Include them in line item 11,
column B, ‘‘Dividends Declared Attributable to Holding
Company.’’
Do not include:
(1) Redeemable preferred stock.
(2) Permanent preferred stock issued by a consolidated
subsidiary.
Line Item 3(a), Column B:

Cumulative

Report permanent preferred stock where the stockholders
are entitled to receive unpaid dividends before the payment of dividends on other classes of stock.
Line Item 3(b), Column B:

Noncumulative

Report permanent preferred stock whose dividends do
not accumulate if unpaid.
Line Item Instructions

FR 2320
March 2012

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Line Item Instructions

DRAFT
Common Stock:
Line Item 4(a), Column B:

Par Value

Report the par value of all outstanding common stock permanent, reserve, or guaranty stock - that the holding
company has issued.
If the par value of common stock issued is less than $500,
report ‘‘1’’ in this data field to indicate that it is not zero,
and, if necessary, reduce the amount reported in line item
4(b), column B by one.
The holding company must reduce retained earnings at
the time that the holding company declares dividends on
common stock. Report the reduction of retained earnings
in line item 11, column B, ‘‘Dividends Declared Attributable to Holding Company.’’
Do not include deductions for:

Gains and losses reported here are not reported in the
statement of operations until the asset is sold, or an
other-than-temporary impairment loss is recognized, or
this amount is amortized in accordance with the following paragraph.
Include the unamortized amount of the gain or loss at the
date of transfer of debt securities transferred from AFS to
held-to-maturity (HTM). Continue to report this gain or
loss on this line until it is completely amortized over the
remaining life of the security as an adjustment of yield in
the same manner as a discount or premium.
In addition, report on this line the amount of the otherthan-temporary impairment on AFS and HTM debt securities that is related to all factors other than credit, where
that amount is appropriately recognized in other comprehensive income.

(1) Stock the holding company reacquired - treasury
stock. Report as a negative, using a minus (-) sign, in
line item 7, column B, ‘‘Other Components of
Equity.’’

Report this data field as negative, using a minus (-) sign,
when the holding company’s unrealized losses exceed
unrealized gains.
Line Item 5(b), Column B: Gains (Losses) on Cash
Flow Hedges

(2) Unallocated ESOP shares. Report as a negative,
using a minus (-) sign, in line item 7, column B,
‘‘Other Components of Equity.’’

Report the accumulated fair value gain or loss, net of
taxes, on cash flow hedges.
Line Item 5(b), Column B:

Line Item 4(b), Column B:

Paid in Excess of Par

Include:
(1) Amounts paid in excess of par value from the
issuance of common stock for cash or nonmonetary
assets. Deduct the costs of issuing common stock.
(2) Permanent capital contributions by the stockholders
not related to the purchase of stock.
Do not include:
Paid-in capital from the issuance of preferred stock.
Report in line items 3(a) or 3(b), Column B, ‘‘Perpetual
Preferred Stock.’’
Accumulated Other Comprehensive Income
Line Item 5(a), Column B: Accumulated Gains
(Losses) on Certain Securities
Report accumulated gains (losses), net of taxes, on
securities and on certain nonsecurity financial instruments, classified as available-for-sale (AFS).
FR 2320
Line Item Instructions

March 2012

Other

Report any accumulated other comprehensive income not
included in line items 5(a) or 5(b), column B.
Include:
(1) Any minimum pension liability.
(2) Cumulative foreign currency translation adjustments
and qualifying foreign currency transaction gains and
losses, net of applicable income taxes.
(3) Any other items of accumulated other comprehensive
income not reported in other Accumulated Other
Comprehensive Income line items.
Line Item 6, Column B:

Retained Earnings

Retained earnings consists of the holding company’s
accumulated net income, less distributions to shareholders, and certain accounting adjustments.
Line Item 7, Column B:
Equity

Other Components of

Report amounts reported under GAAP as separate components of equity. In most cases the amounts in this data
RI-7

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Line Item Instructions

DRAFT
field will be negative, as these items typically reduce
equity capital. Report a negative amount with a minus (-)
sign.

plus ‘‘Noncontrolling Interests in Consolidated Subsidiaries’’ in line item 7(b), column B.

Include:

Line Item 9, Column B:
Equity

(1) Treasury stock.
(2) Unearned employee stock ownership plan (ESOP)
shares.
Line Item 7(a), Column B:
Company Equity

Total Holding

Total Liabilities and

The Internet Electronic Submission (IESUB) software
will compute this line as the sum of line items 2 and 8,
column B. This amount should equal that in line item 1,
column B.

The Internet Electronic Submission (IESUB) software
will compute this line as the sum of line items 3(a), 3(b),
4(a), 4(b), 5(a), 5(b), 5(c), 6, and 7.

Line Item 10(a), Column B: Net Income (Loss)
Attributable to Holding Company and Noncontrolling Interests

This subtotal excludes noncontrolling interests in consolidated subsidiaries.

Report net income or loss on a consolidated basis,
including the net income or loss attributable to noncontrolling interests in consolidated subsidiaries. The amount
reported on this line is comprised of the amounts reported
in line items 19(c), 19(e), and 19(f) column B.

Line Item 7(b), Column B: Noncontrolling
Interests in Consolidated Subsidiaries
Include:
(1) Common and perpetual preferred stock issued by the
holding company’s consolidated subsidiaries to third
parties that constitute a noncontrolling interest.
For any net income or loss attributable to a noncontrolling interest in a consolidated subsidiary, see the instructions for line item 10(b), column A, ‘‘Net Income (Loss)
Attributable to Holding Company.’’
Do not include:
(1) Mandatorily redeemable preferred stock that must be
classified as a liability under GAAP. Report this
amount in line item 2, column B, ‘‘Total Liabilities.’’
(2) Redeemable and perpetual preferred stock that was
issued by consolidated subsidiaries and is owned by
the holding company or its other subsidiaries as an
investment asset. When making consolidating entries,
eliminate the preferred stock of the consolidated
subsidiary.
Line Item 8, Column B:

Total Equity

The Internet Electronic Submission (IESUB) software
will compute this line as the sum of line items 7(a) and
7(b), column B.
Generally, consolidated ‘‘Total Equity’’ should be equal
to parent only ‘‘Total Equity’’ in line item 8, column A,
RI-8

Line Item 10(b), Column B: Net Income (Loss)
Attributable to Holding Company
Report net income or loss on a consolidated basis attributable to the holding company only; that is, without
regard to the net income or loss attributable to noncontrolling interests in consolidated subsidiaries.
Line Item 11, Column B: Dividends Declared
Attributable to: Holding Company
Report the cash and noncash dividends declared on
preferred and common stock reported in line items 3(a),
3(b), 4(a), and 4(b), column B, which are attributable to
the holding company. Do not include dividends attributable to noncontrolling interests in consolidated subsidiaries.
Included in Total Assets:
Line Item 12(a), Column B:
Investment Securities

Cash, Deposits, and

Report the total amount of cash, including deposits with
financial institutions, and investment securities.
Do not include the holding company’s investments in
consolidated subsidiaries, as such amounts should be
eliminated in consolidation.
Line Item Instructions

FR 2320
March 2012

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Line Item Instructions

DRAFT
Intangible Assets:
Line Item 13(a), Column B:
Assets

Mortgage Servicing

association level. Intercompany accounts between all
entities included in this consolidation should be eliminated. See line item 17, column A, for further explanation.

Report the carrying amount of mortgage servicing assets.
Line Item 13(b), Column B:
Servicing Assets and Other

Nonmortgage

Report the balance of the total consolidated nonmortgage
servicing assets and other intangible assets. See line item
13(b), column A, for further explanation.
Line Item 14, Column B:
Acquisition Costs

Deferred Policy

Report deferred policy acquisition costs incurred by
insurance companies. Deferred policy acquisition costs
include variable acquisition costs such as commissions
and underwriting and policy issuance expenses related to
both new and renewal insurance policies and annuities.
Line Item 16, Column B:
Instruments

Trust Preferred

Other Debt Maturing in

Report all other borrowings (on a consolidated basis),
excluding deposits, trust preferred instruments and intercompany borrowings not eliminated in consolidation,
that will mature in less than 12 months. If a direct savings
association ownership by the parent exists, then this line
should include the proportionate ownership of FHLB
advances, repurchase agreements, and most of the items
that would meet the definition of borrowings as reported
on Schedule RC of the Call Report at the savings
FR 2320
Line Item Instructions

March 2012

Other Debt Maturing in

Report other borrowings (on a consolidated basis), that
will mature in more than 12 months. If a direct savings
association ownership by the parent exists, then this line
should include the proportionate ownership of FHLB
advances, repurchase agreements, and most of the items
that would meet the definition of borrowings as reported
on Schedule RC of the Call Report at the savings
association level. Intercompany accounts between all
entities included in this consolidation should be eliminated. See line item 18, column A, for further explanation.
Reflected in Net Income:
Line Item 19(a), Column B:

Where the holding company’s financial statements reflect
consolidation of the financial statements of the trust that
issued the trust preferred securities, report the balance of
the trust preferred securities - not the balance of the
holding company’s borrowings from the trust. Where the
trust’s financial statements are consolidated with those of
the holding company, the holding company’s borrowings
from the trust are eliminated in consolidation. Refer to
line items 16, column A, for additional information on
reporting of Trust Preferred Instruments. In most cases,
the holding company’s financial statements do not reflect
consolidation of the financial statements of the trust.
Accordingly, report the balance of the holding company
borrowings from the trust.
Line Item 17, Column B:
12 Months or Less

Line Item 18, Column B:
More than 12 Months

Interest Income

Report interest income on all interest-bearing assets,
including those assets reported in line item 12(a), column
B.
Line Item 19(c), Column B:

Total Income

Report the holding company’s total income from all
sources, including the amount reported in line item 19(a),
column B.
Interest Expense
Line Item 19(d)(1), Column B:
Instruments

Trust Preferred

Where the holding company’s financial statements do not
reflect consolidation of the financial statements of the
trust that issued the trust preferred instruments, report
interest expense on the borrowings from the trust that
issued the trust preferred instruments. (In this case, line
item 16, column A, and line item 16, column B, will be
equal). If the trust is consolidated, report in line item
19(d)(1), column B, the dividends paid on the trust
preferred instruments. (When the financial statements of
the trust are consolidated with those of the holding
company, the interest expense on the holding company’s
borrowings from the trust is eliminated in consolidation.)
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Line Item Instructions

DRAFT
Line Item 19(d)(2), Column B:

All Other Debt

Report interest expense, excluding interest expense on
trust preferred instruments reported in line item 19(d)(1),
column B.
Line Item 19(e), Column B:

Total Expenses

Report the holding company’s total expenses from all
sources, including the amounts reported in line items
19(d)(1) and 19(d)(2), column B.
Line Item 19(f), Column B:

A significant subsidiary is a subsidiary that meets any of
the following criteria:
• Accounts for five percent or more of the consolidated
assets of the holding company
• Accounts for five percent or more of the consolidated
gross revenue of the holding company
• Engages in transactions with the savings association as
described in Regulation W (12 CFR part 223).

Total Income Taxes

Report the holding company’s provision for current and
deferred income taxes on a consolidated basis, determined in accordance with GAAP.

Line Item 21: Have any significant subsidiaries of
the holding company been formed, sold, or
dissolved during the quarter?

Cash Flow:

Enter ‘‘1’’ (Yes) only if this activity occurred during this
quarter. Do not include any organizational structure
changes that occurred during a prior period. A significant
subsidiary accounts for five percent or more of the
consolidated assets of the structure or five percent
or more of the consolidated gross revenue of the structure, or engages in covered transactions with the savings
association as described in Regulation W (12 CFR part
223). If the holding company is an insurance company,
do not include a response for activity in Separate
Accounts.

Line Item 20, Column B: Net Cash Flow from
Operations Attributable to Holding Company
Report the net increase or decrease in cash and cash
equivalents from operating activities, as it would appear
in a statement of cash flows prepared in accordance with
GAAP. Do not include any change in cash and cash
equivalents from investing and financing activities, or
from operating activities attributable to noncontrolling
interests.

Line Item Instructions for Supplemental
Questions (Line items 24, 25, and 26 are for the
confidential use of the Federal Reserve)
Answer Supplemental Questions (line items 21 through
30(e)) for each designated holding company and its
subsidiaries for activities that occurred during the quarter. Line items 21 through 29 require either a Yes or No
answer - enter ‘‘1’’ for Yes, ‘‘0’’ for No. Line items 30(a)
through 30(e) may be left blank if not applicable.
For purposes of the Supplemental Questions only
(line items 21 through 29):
A subsidiary means any company which is owned or
controlled directly or indirectly by a person, and includes
any service corporation owned in whole or in part by a
savings association, or a subsidiary of such service
corporation. As the terms are used here, a ‘‘subsidiary’’
may be a company whose assets and liabilities are not
consolidated with those of the holding company, and a
’’person‘‘ is an individual or company.
RI-10

Line Item 22:
affiliates:

Is the holding company or any of its

Enter ‘‘1’’ (Yes) for each that may apply to any organization within the holding company structure, including the
holding company itself. More than one may be checked,
if appropriate. Enter ‘‘0’’ (No) if not applicable.

Line Item 22(a): A broker or dealer registered
under the Securities and Exchange Act of 1934?
Line Item 22(b): An investment adviser regulated
by the Securities and Exchange Commission or any
State?
Line Item 22(c):) An investment company
registered under the Investment Company Act of
1940?
Line Item Instructions

FR 2320
March 2012

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Line Item Instructions

DRAFT
Line Item 22(d): An insurance company subject to
supervision by a State insurance regulator?
Line Item 22(e):) Subject to regulation by the
Commodity Futures Trading Commission?

Line Item 26: Has there been any default in the
payment of principal, interest, a sinking or
purchase fund installment, or any other default of
the holding company or any of its subsidiaries
during the quarter?

Line Item 22(f): Conducting operations outside of
the U.S. through a foreign branch or subsidiary?

Enter ‘‘1’’ (Yes) only if there has been a default during
the quarter.

Line Item 23: Has the holding company appointed
any new senior executive officers or directors during
the quarter?

Line Item 27: Has there been a change in the
holding company’s independent auditors during the
quarter?

Enter ‘‘1’’ (Yes) only if there has been a change during
the quarter.

Enter ‘‘1’’ (Yes) only if there has been a change during
the quarter.

Line Item 24: Has the holding company or any of
its subsidiaries entered into a new pledge, or
changed the terms and conditions of any existing
pledge, of capital stock of any subsidiary savings
association that secures short-term or long-term
debt or other borrowings of the holding company?
Enter ‘‘1’’ (Yes) only if there has been a change during
the quarter.
Line Item 25: Has the holding company or any of
its subsidiaries implemented changes to any class of
securities that would negatively impact investors?
Enter ‘‘1’’ (Yes) only if there has been a change during
the quarter. Examples of a change that could negatively
impact investors could include, but is not limited to:
default terms, collateral substitution, changes in repayment dates, interest payment dates, voting rights, or
conversion options.

FR 2320
Line Item Instructions

March 2012

Line Item 28: Has there been a change in the
holding company’s fiscal year-end during the
quarter?
Enter ‘‘1’’ (Yes) only if there has been a change during
the quarter.
Line Item 29: Does the holding company or any of
its GAAP consolidated subsidiaries (other than the
savings association filing the Call Report) control
other U. S. depository institutions?
Enter ‘‘1’’ (Yes) if the holding company controls a U. S.
depository institution (federal or state chartered) and it is
included in its consolidated financial statements.
Line Item 30(a) through 30(e): If located in the
U.S. or its territories, provide the FDIC certificate
number:
If the answer to line item 29 is ‘‘Yes,’’ list the five digit
FDIC certificate number for each institution. If the
answer to line item 29 is ‘‘No,’’ these lines should be left
blank.

RI-11


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