Savings Association Holding Company Report

Board of the Governors of the Federal Reserve System

Instructions for the Preparation of

Savings Association Holding Company Report
Reporting Form FR H-(b)11
Effective December 2016

INSTRUCTIONS FOR PREPARATION OF

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

General Instructions
The Savings Association Holding Company Report
(FR H-(b)11) is also known as the Annual/Current
Report and will be referred to as such throughout these
instructions.
The 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.

1. Use of the Form
The Annual Report is required to be filed annually
within 90 days of the end of the savings and loan hold1. 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).

ing company’s fiscal year. 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. (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 of privatelyheld savings and loan holding companies 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.
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 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).
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General Instructions

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.
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/index.html for procedures for electronic submission.
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.

4. Public Information
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 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.
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.

5. Definitions
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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December 2016

FR H-(b)11

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

Item 6.

Exhibits

Item 1. Filing of Statements with the Securities and
Exchange Commission
A privately held savings and loan holding company
must 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. All savings and loan holding companies must
submit 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
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
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.
If there is a functionally regulated company in the
structure, the savings and loan holding company
should 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,
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unexpected economic events, issuance, renewal or
restructuring of debt, etc. The savings and loan holding company should also report 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 top-tier 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 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

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Report Item Instructions

SEC Industry Guide 3. (Copies of this publication are
available for sale from the Superintendent of Documents, U.S. Government Printing Office, 732 N. Capitol Street, NW, Washington, DC 20401. Electronic
access is available at http://www.ecfr.gov under Title
17, Part 210 for Regulation S-X.)
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 agreement, 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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