FRLLb11_20221220_omb

Supporting Statement for the
Savings Association Holding Company Report
(FR LL-(b)11; OMB No. 7100-0334)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years,
without revision, the Savings Association Holding Company Report (FR LL-(b)11; OMB No.
7100-0334). The FR LL-(b)11 collects from certain savings and loan holding companies
(SLHCs)1 information about their Securities and Exchange Commission (SEC) filings, reports,
financial statements, and other exhibits that the Board requires. The Board uses this data to
analyze the financial condition of respondent SLHCs and assess regulatory compliance.
The estimated total annual burden for the FR LL-(b)11 is 26 hours. The form and
instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportingforms.
Background and Justification
Effective July 21, 2011, Title III of the Dodd-Frank Wall Street Reform and Consumer
Protection Act transferred to the Board the supervisory functions of the former Office of Thrift
Supervision related to SLHCs and their non-depository subsidiaries. Pursuant to section 10(b) of
the Home Owners’ Loan Act (HOLA), the Board may require SLHCs to file reports concerning
their operations.
Following the transfer to the Board of authority to supervise SLHCs, the Board
determined to exempt certain SLHCs (exempt SLHCs) from regulatory reporting using the
Board’s existing regulatory reports, including the Consolidated Financial Statements for Holding
Companies (FR Y-9C; OMB No. 7100-0128) and the Parent Company Only Financial
Statements for Small Holding Companies (FR Y-9SP; OMB No. 7100-0128).2 An SLHC is an
exempt SLHC if it (1) meets the requirements of section 10(c)(9)(C) of HOLA (i.e., it is a
“legacy” unitary SLHC) and has primarily commercial assets, with thrift assets making up less
than 5 percent of the SLHC’s consolidated assets 3 or (2) primarily holds insurance-related assets
and does not submit financial reports with the SEC pursuant to sections 13 or 15(d) of the
Securities Exchange Act of 1934. 4
As described further below, the FR LL-(b)11 must be filed by any top-tier SLHC that is an “exempt SLHC.”
76 FR 81933 (December 29, 2011).
3
Specifically, a legacy unitary SLHC is exempt if (1) as calculated annually as of June 30th, using the four previous
quarters (which includes the quarter-ended June 30th reporting period), its savings association subsidiaries’
consolidated assets make up less than 5 percent of the total consolidated assets of the legacy SLHC on an enterprisewide basis for any of these four quarters and (2) as calculated annually as of June 30th, using the assets reported as of
June 30 th, where more than 50 percent of the assets of the legacy unitary SLHC are derived from activities that are
not otherwise permissible under HOLA on an enterprise-wide basis.
4
Specifically, an SLHC is considered to primarily hold insurance-related assets if, as calculated annually as of
June 30 th, using the assets reported as of June 30th, more than 50 percent of the assets of the SLHC are derived f rom
the business of insurance on an enterprise-wide basis.
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In order to gather the information that is necessary for the Board to supervise exempt
SLHCs, monitor their financial condition, and assess their regulatory compliance, exempt
SLHCs are required to file the FR LL-(b)11 report. The FR LL-(b)11 consists of a Current
Report, filed in each of the first three quarters of the respondent’s fiscal year and in response to
material changes of relevant information, and the fiscal year-end Annual Report. The
requirements for the Current Report and Annual Report are largely identical, except that the
financial statements included in the Annual Report must, in most cases, be audited by an
independent public accountant, as described in the FR LL-(b)11 instructions. The information
collected by the FR LL-(b)11 is not available from other sources. In order to reflect the fact that
exempt SLHCs engage primarily in commercial or insurance activities, rather than banking, the
FR LL-(b)11 report requests information that is germane to the activities conducted by the
exempt SLHCs, rather than the depository institution-centric information collected by the
FR Y-9C and FR Y-9SP. Further, because insurance companies generally compile their financial
statements using statutory accounting principles (SAP) rather than U.S. generally accepted
accounting principles (U.S. GAAP), the FR LL-(b)11, in contrast to the FR Y-9C and FR Y-9SP,
permits certain respondents to report financial information in compliance with SAP rather than
U.S. GAAP.
Description of Information Collection
The FR LL-(b)11 collects the following six categories of information.
(1) Information about SEC filings
Respondents must provide, with a corresponding index, all materials that the SLHC files
with the SEC, including filings under both the Securities Act of 1933 and the Securities
Exchange Act of 1934. All respondents must submit any filings made to any state authority in
connection with any intrastate offering, under cover of the FR LL-(b)11. If the SLHC is not an
SEC filer, this must be noted in the FR LL-(b)11.
(2) Reports provided by Nationally Recognized Statistical Rating Organizations and
Securities Analysts
Respondents must submit copies of reports on any company in their organizational
structure provided to the SLHC by Nationally Recognized Statistical Rating Organizations and
Securities Analysts.
(3) Supplemental information for the Quarterly Savings and Loan Holding Company
Report (FR 2320; OMB No. 7100-0345)
Respondents must provide a detailed explanation and supporting documentation for all
supplemental questions on the FR 2320 to which the firm provides a “yes” response.
If there is a functionally regulated company in the respondent’s organizational structure,
the respondent should identify the primary or lead regulator for the company. In addition, the
SLHC should provide a contact name, phone number, and email address for each such company.

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(4) Information about other materially important events
Respondents must report any information that is not specifically requested in the
FR LL-(b)11, but which may affect the records of the Federal Reserve (e.g., a name change) or
which may affect the SLHC 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 SLHC should also report information that it deems to be of
material importance under this item.
(5) Financial statements
Respondents must file financial statements for each quarter and at each fiscal year end as
part of the FR LL-(b)11. Respondents that are insurance companies may file financial statements
prepared in conformity with SAP only if they do not prepare U.S. GAAP financial statements for
any other purpose. The required financial statements include consolidated statements of financial
condition of the SLHC and its subsidiaries; consolidated statements of operations, cash flow and
retained earnings or equity statements of the SLHC and its subsidiaries for the p eriod under
report; and unaudited consolidating schedules.
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 an SLHC.
These financial statements must meet the requirements, including those regarding
auditing, outlined in the instructions to the FR LL-(b)11.
(6) Exhibits
Respondents must also submit copies of its charter and bylaws or instruments
corresponding thereto (e.g., partnership agreement, trust agreement) if such document has not
previously been filed with the Federal Reserve and whenever changes are made to such
document.
Respondent Panel
The FR LL-(b)11 panel comprises all exempt SLHCs, as defined above.
Time Schedule for Information Collection
The FR LL-(b)11 Current Report must be filed within 45 days of the end of each quarter,
(except the fourth quarter of the SLHC’s fiscal year) and whenever there has been a material
change in any of the reported information. The Annual Report must be filed within 90 days of
the end of the SLHC’s fiscal year (except that the required audited financial statements may be
filed within 120 days of the end of the fiscal year for non-public companies with assets of $500
million or more).

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Public Availability of Data
Individual respondent data are available to the public upon request through the
appropriate Federal Reserve Bank. Under certain circumstances, however, respondents may
request confidential treatment. No data collected by this information collection is published.
Legal Status
The FR LL-(b)11 is authorized by section 10 of the HOLA (12 U.S.C. §
1467a(b)(2)(A)).5 The FR LL-(b)11 is mandatory.
Information provided under the FR LL-(b)11 relating to supplemental questions on the
FR 2320 to which the respondent provided a “yes” response is generally considered to be
confidential under exemption 4 of the Freedom of Information Act (FOIA), which protects
nonpublic commercial or financial information, which is both customarily and actually treated as
private by the respondent (5 U.S.C. § 552(b)(4)). Respondents will be notified if it is
subsequently determined that any such information must be released.
Information submitted to the Board under the FR LL-(b)11 may also be protected from
disclosure pursuant to exemption 8 of the FOIA if it is contained in or related to examination,
operating, or condition reports prepared by, on behalf of, or for the use of an agency responsible
for the regulation or supervision of financial institutions (5 U.S.C. § 552(b)(8)). Finally,
individual respondents may request confidential treatment in accordance with the Board’s Rules
Regarding Availability of Information.6 Requests for confidential treatment of information are
reviewed on a case-by-case basis. To the extent information provided on the FR LL-(b)11—apart
from the material described above—is nonpublic commercial or financial information, that is
both customarily and actually treated as private by the respondent, the information may be
protected from disclosure pursuant to exemption 4 of the FOIA (5 U.S.C. § 552(b)(4)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On August 2, 2022, the Board published an initial notice in the Federal Register (87 FR
47209) requesting public comment for 60 days on the extension, without revision, of the
FR LL-b(11). The comment period for this notice expired on October 3, 2022. The Board did not
receive any comments. The Board adopted the extension, without revision, of the FR LL-b(11)
as originally proposed. On November 28, 2022, the Board published a final notice in the Federal
Register (87 FR 72997).

Requiring each SLHC and each subsidiary thereof, other than a savings association, to “file with the Board, such
reports as may be required by the Board.”
6
12 CFR 261.17.
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Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR LL-(b)11 is 26
hours. These reporting requirements represent less than 1 percent of the Board’s total paperwork
burden.

FR LL-(b)11
Current Report
Quarterly
Annual Report
Current Report
Event-generated /
Material changes

Estimated
number of
respondents7

Estimated
annual
frequency

Estimated
Estimated
average hours annual burden
per response
hours

3
3

38
1

2
2

18
6

1

1

2

2
26

Total
The estimated total annual cost to the public for the FR LL-(b)11 is $1,572.9
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 estimated cost to the Federal Reserve System for collecting and processing this
report is negligible.

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Of these respondents, none are considered small entities as defined by the Small Business Administration (i.e.,
entities with less than $750 million in total assets), https://www.sba.gov/document/support-table-size-standards.
8
The FR LL-(b)11 is filed quarterly except for the fourth quarter when the respondent is required to file its annual
report.
9
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 $21, 45% Financial Managers at
$74, 15% Lawyers at $71, and 10% Chief Executives at $102). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment and Wages,
May 2021, published March 31, 2022, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined
using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

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