FRHb11_20161230_omb

Supporting Statement for the
Savings Association Holding Company Report
(FR H-(b)11; OMB No. 7100-0334)
Summary
The Board of Governors of the Federal Reserve System (Board), under delegated
authority from the Office of Management and Budget (OMB), proposes to extend for three years,
with minor revision, the Savings Association Holding Company Report (FR H-(b)11; OMB No.
7100-0334). The FR H-(b)11 is authorized by section 10 of the Home Owners’ Loan Act, which
requires savings and loan holding companies (SLHCs) to file “such reports as may be required by
the Board” and provides that such reports “shall contain such information concerning the
operations of such SLHC and its subsidiaries as the Board may require” (12 U.S.C. §
1467a(b)(2)(A)). The information collection is available to the public upon request through the
appropriate Federal Reserve Bank. The Board uses the FR H-(b)11 data to analyze the overall
financial condition of SLHCs to ensure safe and sound operations. The Board proposes to
eliminate the requirement that a publicly-traded SLHC submit a copy of its filings with the U.S.
Securities and Exchange Commission (SEC). The current annual burden for the FR H-(b)11 is
estimated to be 120 hours and would remain unchanged with the proposed revision.
Background and Justification
Title III of the Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) transferred all former Office of Thrift Supervision (OTS) authorities (including
reporting forms) related to SLHCs to the Federal Reserve effective July 21, 2011. Among the
OTS information collections transferred to the Board was the Savings Association Holding
Company Report (H-(b)11) known as the Annual/Current Report.
The Board uses the FR H-(b)11 data to analyze the overall financial condition of SLHCs
to ensure safe and sound operations. The information is also used to assess an SLHC’s ability to
be a continuing source of strength to its savings association operations and in determining
whether an institution is in compliance with applicable laws and regulations. The FR H-(b)11
data collection contributes to the analyses of the overall financial condition of respondent SLHCs
to ensure safe and sound operations.
Description of Information Collection
The FR H-(b)11 collects quarterly from exempt SLHCs information on filings with the
SEC reports provided by the nationally recognized statistical rating organizations and securities
analysts, supplemental information for select questions from the Quarterly Savings and Loan
Holding Company Report (FR 2320; OMB No. 7100-0345), financial statements, and other
materially important events and exhibits. Certain SLHCs were exempt from initially
transitioning to the Federal Reserve regulatory reports as stated in the final Federal Register
notice.1 Exempt SLHCs include (1) a grandfathered unitary SLHC whose assets are primarily
commercial and whose thrifts make up less than 5 percent of its consolidated assets and (2) a
1

See 76 FR 81933, December 29, 2011.

SLHC whose assets are primarily insurance-related and who does not otherwise submit financial
reports with the SEC pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.
Nonexempt SLHCs file either the Consolidated Financial Statements for Holding Companies
(FR Y-9C; OMB No. 7100-0128) or the Parent Company Only Financial Statements for Small
Holding Companies (FR Y-9SP; OMB No. 7100-0128). The reported items in the FR H-(b)11
report include (1) filings with the SEC, (2) reports provided by nationally recognized statistical
rating organizations and securities analysts, (3) supplemental information for questions on the
FR 2320, (4) other materially important events, (5) financial statements, and (6) other exhibits.
Proposed Revisions
The Board proposes to eliminate the requirement that a publicly-traded SLHC submit a
copy of its filings with the SEC effective for December 31, 2016. These filings are publicly
available through the SEC’s Edgar online system. Therefore, the Board does not see a reason for
publicly-traded SLHCs to submit these documents.
Time Schedule for Information Collection
The FR H-(b)11 Current Report is required to be submitted quarterly 45 calendar days
after the end of the quarter, except that the filing deadline for the FR H-(b)11 Annual Report is
90 calendar days after the end of the SLHC’s fiscal year. A Current Report must also be filed
when there has been a material change of the information reported. A material change is any
even which may affect the records of the Federal Reserve (e.g., a name change) or which may
affect the savings and loan holding company structure, as well as any information which an
SLHC deems to be of material importance. Note that a non-public company with assets of $500
million or more may file the audited financial statements required by the FR H-(b)11 Annual
report within 120 days after the end of the fiscal year.
Legal Status
The Board’s Legal Division has determined that the FR H-(b)11 is authorized by section
10 of the Home Owners’ Loan Act, which requires SLHCs to file “such reports as may be
required by the Board” and provides that such reports “shall contain such information concerning
the operations of such SLHC and its subsidiaries as the Board may require” (12 U.S.C.
§1467a(b)(2)(A)). The obligation to respond is mandatory.
The FR H-(b)11 covers 6 different items. Item 1 consists of filings made by the SLHC
with the SEC and item 2 consists of reports provided by nationally recognized statistical rating
organizations and securities analysts on any company in the SLHC’s consolidated organization.
Neither of these items should raise any issue of confidentiality. Item 3 consists of supplemental
information for any questions on the FR 2320 to which the SLHC answered yes. Supplemental
information in response to a yes answer for the FR 2320’s questions 24, 25, and 26 may be
protected from disclosure under exemption 4 of the Freedom of Information Act (FOIA), which
covers “trade secrets and commercial or financial information obtained from a person [that is]
privileged or confidential.” These questions concern any new or changed pledges of capital
stock of any subsidiary savings association that secures short-term or long-term debt or other

2

borrowings of the SLHC; changes to any class of securities of the SLHC or any of its
subsidiaries that would negatively impact investors; and any default of the SLHC or any of its
subsidiaries during the quarter. Disclosure of this type of information is likely to cause
substantial competitive harm to the SLHC providing the information and thus this information
may be protected from disclosure under FOIA exemption 4 (5 U.S.C. § 522(b)(4)).
With regard to the supplemental information for other FR 2320 questions that would be
provided in item 3 of the FR H-(b)11, as well as item 4 (Other Materially Important Events),
item 5 (Financial Statements), and item 6 (Exhibits – essentially copies not previously filed of its
charter or bylaws), the respondent may request confidential treatment of such information under
one or more of the exemptions in the FOIA. The most likely case for confidential treatment will
be exemption 4 (5 U.S.C. §§522(b)(4)). However, all such requests for confidential treatment
would need to be reviewed on a case-by-case basis and in response to a specific request for
disclosure.
Consultation Outside the Agency
On July 22, 2016, the Board published a notice in the Federal Register (81 FR 47801)
requesting public comment for 60 days on the extension, with revision, of FR H-(b)11. The
comment period for this notice expired on September 20, 2016. The Board did not receive any
comments. On December 7, 2016, the Board published a final notice in the Federal Register
(81 FR 88238).
Estimate of Respondent Burden
The annual burden associated with the FR H-(b)11 is estimated to be 120 hours. The
Board believes that the proposed change to the FR H-(b)11 applies to a small number of
institutions over the whole panel; therefore, there is no substantive change in the average hours
per response. These reporting requirements represent less than 1 percent of the total Federal
Reserve System paperwork burden.
Estimated
Number of
Annual
average
hours
respondents2 frequency
per response
FR H-(b)11

15

4

Estimated
annual burden
hours

2

120

The total annual cost to the public of this information collection is estimated to be $6,378.3
2

Of these respondents, one is considered a small entity as defined by the Small Business Administration (i.e., entities
with less than $550 million in total assets) www.sba.gov/contracting/getting-started-contractor/make-sure-you-meetsba-size-standards/table-small-business-size-standards.
3
Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $17, 45% Financial Managers at
$65, 15% Lawyers at $66, and 10% Chief Executives at $89). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor and Statistics (BLS), Occupational Employment and Wages
May 2015, published March 30, 2016 www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined using
the BLS Occupational Classification System, www.bls.gov/soc/.

3

Sensitive Questions
This collection of information contains no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The annual cost to the Federal Reserve System for printing, mailing, and processing
FR H-(b)11 is negligible.

4