Savings Association Holding Company Report

DRAFT
INSTRUCTIONS FOR PREPARATION OF

Savings Association Holding
Company Report
FR H-(b)11
of privately held
savings and loan
holding companies

GENERAL INSTRUCTIONS
The Savings Association Holding Company Report FR H(b)11 is also known as the Annual/Current Report FR H(b)11 and will be referred to as such throughout these
instructions.
The Savings Association Holding Company Report
(FR H-(b)11) must be filed by top-tier savings and loan
holding companies exempt from initially filing Federal
Reserve regulatory reports.1 These are savings and loan
holding companies that are required to file the Quarterly
Savings and Loan Holding Company Report (FR 2320).
A savings and loan holding company that is registered as
a trust (other than a business trust), a secured creditor, or
a corporate trustee, is not subject to the filing requirements set forth herein.
For a multi-tier savings and loan holding company, the
top-tier savings and loan holding company may file
combined reports, however, the required information for
each savings and loan holding company must be provided. If a combined report is filed, the name and address
for each savings and loan holding company included in
the combined report must be listed separately. In addition, each savings and loan holding company should
execute a separate certification. See page 2 of the report
form.

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.
(The remainder of the FR H-(b)11 must be filed within 90
days of the end of the fiscal year.)
The Current Reports must be filed within 45 days of the
end of each quarter (except the fourth quarter of the
savings and loan holding company’s fiscal year) and
when there has been a material change in any of the
information reported. 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.
The Annual Report must provide a response to each item.
The Current Report 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.
A savings and loan holding company 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 FR H-(b)11, including the certification page.

1. Use of the Form

If the submission deadline falls on a weekend or holiday,
the FR H-(b)11 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.

The Annual Report is required to be filed annually within
90 days of the end of the savings and loan holding
company’s fiscal year. Note that a non-public company

The FR H-(b)11 is due by the end of the reporting day on
the submission date (5:00 p.m. at each district Reserve
Bank).

1. An exempted SLHC includes: (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 SLHC whose assets are
primarily insurance-related and who does not otherwise submit financial
reports with the Securities and Exchange Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. (76 FR 81933).
FR H-(b)11
General Instructions September 2013

2. Preparation of Report
Savings and loan holding companies should present
information in a manner that allows the reader to understand what is being conveyed without referring to the
instructions for the item.
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General Instructions

Include an index of items and sub-items.
Unless specifically noted otherwise, savings and loan
holding companies may omit information regarding subsidiaries of the savings association(s).
In providing an answer or partial answer to any item in
this FR H-(b)11, savings and loan holding companies
may incorporate by reference material contained in
exhibits to this FR H-(b)11. Savings and loan holding
companies should clearly specify the location of the
incorporated material, including page, item, and/or paragraph number.

3. Filing Requirements
The FR H-(b)11, including exhibits and other pertinent
documents, must be filed electronically as a PDF file with
the Federal Reserve. Files must not contain security
settings and all scanned images must be searchable.
All required information must be included in the
Annual/Current Report. The Annual/Current Report
cannot include links to other documents (such as SEC
filings or press releases). Savings and loan holding
companies should contact their district Federal Reserve
Bank or go to http://www.frbservices.org/centralbank/
reportingcentral/ for procedures for electronic submission.

under exemption 4 of the Freedom of Information Act
(FOIA). If it should be determined subsequently that any
information collected on these three items must be
released, respondents will be notified.
A reporting savings and loan holding company may
request confidential treatment for any portion of the FR
H-(b)11 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.
If a savings and loan holding company seeks to have
confidential treatment accorded any information submitted as part of this FR H-(b)11, such material should be
submitted as a separate file labeled ‘‘confidential,’’ and
accompanied by a formal request stating the reason for
filing such information confidentially. The request for
confidential treatment should be included as part of the
confidential file.
A request for confidential treatment must discuss 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 competitive harm would result or that
information is personal is not sufficient.

The original manually signed FR H-(b)11 must be
retained in the files of the savings and loan holding
company and be available for inspection by the Federal
Reserve.

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.

4. Public Information

5. Definitions

The completed version of this report generally is available to the public upon request on an individual basis.
However, the Federal Reserve System regards supplemental information provided in Item 3 of the FR H-(b)11
that corresponds to a ‘‘yes’’ answer to questions 24, 25
and 26 of the FR 2320, to be protected from disclosure

The terms used in this FR H-(b)11, 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.

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FR H-(b)11
General Instructions September 2013

DRAFT
REPORT ITEM INSTRUCTIONS FOR

Savings Association Holding
Company Report
FR H-(b)11

Index of Items of the Savings Association
Holding Company Report (referred to in
these instructions as Annual/Current
Report)
Item 1. Filing of Statements with the Securities and
Exchange Commission (SEC)
Item 2. Reports Provided by Nationally Recognized
Statistical Rating Organizations and Securities
Analysts
Item 3. Supplemental Information for Questions on the
Quarterly Savings and Loan Holding Company
Report (FR 2320)
Item 4. Other Materially Important Events
Item 5. Financial Statements
A privately held savings and
Item 6. Exhibits loan company must submit

Item 1. Filing of Statements with the
Securities and Exchange Commission
Submit a copy, with a corresponding index, of all materials that the savings and loan holding company files 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 FR H-(b)11. If
the savings and loan holding company is not an SEC filer,
note this in the FR H-(b)11.

Item 2. Reports Provided by Nationally
Recognized Statistical Rating
Organizations and Securities Analysts
Submit copies of reports on any company in the structure
provided to the savings and loan holding company by
Nationally Recognized Statistical Rating Organizations
and Securities Analysts.

Item 3. Supplemental Information for
Questions on the Quarterly Savings and
Loan Holding Company Report (FR 2320)
The savings and loan holding company shall provide a
detailed explanation and supporting documentation for
all supplemental questions on the FR 2320 with a ‘‘yes’’
response.
The Federal Reserve System regards supplemental informatin provided in Item 3 of the FR H-(b)11 that corresponds to a ‘‘yes’’ answer to questions 24, 25 and 26 of
the FR 2320, to be protected from disclusure under
exemption 4 of the Freedom of Information Act (FOIA).
If it should be determined subsequently that any information collected on these three items must be released,
respondents will be notified. A savings and loan holding
company must request confidential treatment for all other
supplemental information responses related to questions
21, 22(a) through 22(f), 23, 27, 28 and 29 of the FR 2320.
. All savings and loan
Ifholding
there companies
is a functionally regulated company in the
structure,
the savings and loan holding company should
must submit
identify the primary or lead regulator for the company. In
addition, the savings and loan holding company should
provide a contact name, phone number, and email address
for each such company.

Item 4. Other Materially Important
Events
The savings and loan holding company shall report under
this item any information that is not specifically requested
in this FR H-(b)11, but 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,
such as material litigation or other contingent liabilities,
changes to senior management, unexpected economic
events, issuance, renewal or restructuring of debt, etc.
The savings and loan holding company should also report

2017
FR H-(b)11
Report Item Instructions September 2013

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Report Item Instructions

information that it deems to be of material importance
under this item.

Item 5. Financial Statements
All savings and loan holding companies, including shell
savings and loan holding companies, must file the following financial statements for each quarter and at each fiscal
year end as part of this FR H-(b)11. Savings and loan
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. Savings and loan holding companies should direct any
requests for modification or waiver of these requirements
to the appropriate Federal Reserve Bank. (See the discussion below regarding audit requirements.)
A. Consolidated Statements
(1) Consolidated statements of financial condition of the
savings and loan holding company and its subsidiaries, and consolidated statements of operations, cash
flow and retained earnings or equity statements of the
savings and loan holding company and its subsidiaries for the period under report.
(2) Unaudited consolidating schedules.
In preparing consolidated statements, the savings and
loan holding company must follow the consolidated
statement principles of inclusion or exclusion that will
clearly exhibit the financial condition and results of
operations of the savings and loan holding company and
its subsidiaries.
Multi-tier savings and loan holding company structures
that choose to file a combined FR H-(b)11 for all the
savings and loan holding companies at one time as a
single filing should provide annual audited consolidated
statements (as indicated below) and unaudited consolidating schedules for each company as would be required if
the subsidiary savings and loan holding company were
filing independently. Alternatively, audited consolidating
schedules filed with consolidated statements at the toptier savings and loan holding company are acceptable.
B. Unconsolidated Subsidiaries and Other Persons
For each subsidiary that is not consolidated, excluding
subsidiary savings associations, statements of financial
condition, operations, cash flow, and retained earnings or
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equity must be filed as would be required if the subsidiary were itself a savings and loan holding company.
Insofar as practicable, these statements must be as of the
same dates or for the same periods as the savings and
loan holding company’s consolidated statements.
If the fiscal year of any unconsolidated subsidiary has
ended within 90 days before the date of filing of the
FR H-(b)11, or ends after the date of filing, financial
statements of the subsidiary must be filed as an amendment to the FR H-(b)11 within 120 days after the end of
the subsidiary’s fiscal year. In addition, the savings and
loan holding company must file unaudited statements as
of the same date as its consolidated statements if statements for the same period are not available.
Audit Requirements
An independent public accountant must audit the fiscal
year-end financial statements of savings and loan holding
companies, except those of personal trusts and banks, if
the insured subsidiary(ies) has (have) consolidated assets
of $500 million or greater. The savings and loan holding company is not required to have quarterly financial statements audited.
In determining whether this audit requirement applies,
multiple savings and loan holding companies should
aggregate the assets of all insured subsidiary institutions.
If the savings and loan holding company has audited
statements prepared for purposes other than the Federal
Reserve requirements, (e.g., SEC requirements or similar
requirements by regulators of other countries) the savings
and loan holding company should provide a copy to their
district Federal Reserve Bank. All of the savings and loan
holding company’s financial statements must be prepared
in accordance with generally accepted accounting principles, or statutory accounting principles, if applicable.
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-X and SEC
Industry Guide 3. (Copies of this publication are available for sale from the Superintendent of Documents, U.S.
Government Printing Office, 732 N. Capital Street, NW,
Washington, DC 20401. Electronic access is available at
http://ecfr.gpoaccess.gov under Title 17, Part 210 for
Regulation S-X.)
FR H-(b)11
Report Item Instructions September 2013

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Report Item Instructions

Item 6. Exhibits
In addition to the material required in items 1 through 5,
the savings and loan holding company should also submit
copies not previously filed of its charter and bylaws or
instruments corresponding thereto (e.g., partnership agree-

FR H-(b)11
Report Item Instructions September 2013

ment, trust agreement). The Federal Reserve deems any
changes to the savings and loan holding company’s
bylaws, charter, or corresponding instruments as a material event, and the savings and loan holding company
must file a copy of the revised document.

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