FRXX_20231210_omb

Supporting Statement for the
Reporting Requirements Associated with Regulation XX
(FR XX; OMB No. 7100-0363)
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 Reporting Requirements Associated with Regulation XX (FR XX; OMB
No. 7100-0363). The Board’s Regulation XX - Concentration Limit (12 CFR Part 251)
implements section 14 of the Bank Holding Company Act of 1956 (BHC Act),1 which
establishes a financial sector concentration limit that generally prohibits a financial company
from merging or consolidating with, or otherwise acquiring, another company if the resulting
company’s liabilities upon consummation would exceed 10 percent of the aggregate liabilities of
all financial companies (a covered acquisition). Under section 14 of the BHC Act and
Regulation XX, a financial company means (1) an insured depository institution, (2) a bank
holding company, (3) a savings and loan holding company, (4) any other company that controls
an insured depository institution, (5) a nonbank financial company designated by the Financial
Stability Oversight Council (Council) for supervision by the Board, or (6) a foreign bank or
company that is treated as a bank holding company for purposes of the BHC Act. Regulation XX
includes certain reporting requirements that apply to financial companies (sections 251.3(e),
251.4(b), and 251.4(c)). In addition, section 251.6 of Regulation XX requires financial
companies that do not report consolidated financial information to the Board or other appropriate
Federal banking agency to report information on their total liabilities; the Board has
implemented this requirement through the Financial Company (as defined) Report of
Consolidated Liabilities (FR XX-1).
The estimated total annual burden for the FR XX is 97 hours. There are no formal
reporting forms for the reporting requirements set forth in Regulation XX. The FR XX-1 form
and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/ReportingForms/.
Background and Justification
Section 14 of the BHC Act establishes a financial sector concentration limit that
generally prevents a financial company from engaging in a covered acquisition. However,
section 14 provides that the Board may permit, through prior approval, a covered acquisition
involving an acquisition (1) of a bank in default or in danger of default, (2) with respect to which
assistance is provided by the Federal Deposit Insurance Corporation under 12 U.S.C. § 1823(c),
or (3) that would result only in a de minimis increase in the liabilities of the acquirer. To
implement section 14 of the BHC Act, the Board promulgated Regulation XX, which sets forth
the requirements for a request for prior Board approval of a covered acquisition and establishes
reporting requirements for financial companies that do not otherwise report consolidated
financial information to the Board or other appropriate Federal banking agency, and created the
FR XX-1. This information is not available from other sources.
1

12 U.S.C. § 1852.

Description of Information Collection
The reporting requirements in sections 251.3(e), 251.4(b), and 251.4(c) of Regulation XX
apply to financial companies. The reporting requirements in section 251.6 of Regulation XX,
implemented through the FR XX-1 report, apply to financial companies that do not otherwise
report consolidated financial information to the Board or other appropriate Federal banking
agency. The Board understands that respondents use information technology to comply with
these provisions, including storing records and submitting the FR XX-1 electronically.2
Section 251.3(e) of Regulation XX provides that if a company does not calculate its total
consolidated assets or liabilities under U.S. generally accepted accounting principles (GAAP) for
any regulatory purpose (including compliance with applicable securities laws), the company may
submit a request to the Board that the company use an accounting standard or method of
estimation other than GAAP to calculate its liabilities for purposes of section 14 of the BHC Act
and Regulation XX. Absent this approval by the Board, a financial company must use GAAP to
calculate its compliance.
Section 251.4(b) of Regulation XX provides that a financial company may request prior
written consent from the Board to conduct a covered acquisition. Only certain acquisitions are
eligible for prior consent from the Board.3 The request for prior written consent must contain a
description of the covered acquisition, the projected increase in the company’s liabilities
resulting from the acquisition, the projected aggregate increase in the company’s liabilities from
acquisitions during the twelve months preceding the projected date of the acquisition (if the
request is made pursuant to section 251.4(a)(3)), and any additional information requested by the
Board.
Section 251.4(c) of Regulation XX grants prior written consent for a financial company
to engage in a covered acquisition if the covered acquisition would result in an increase in the
liabilities of the financial company that does not exceed $100 million, when aggregated with all
other covered acquisitions by the financial company made pursuant to section 251.4(c) during
the twelve months preceding the date of the acquisition. A financial company that relies on this
provision must provide, within 10 days after consummating the covered acquisition, a notice to
the Board that describes the covered acquisition, the increase in the company’s liabilities
resulting from the acquisition, and the aggregate increase in the company’s liabilities from
covered acquisitions during the twelve months preceding the date of the acquisition.
Section 251.6 of Regulation XX requires financial companies that do not report
consolidated financial information to the Board or other appropriate Federal banking agency to
report information on their total liabilities. These institutions include savings and loan holding
companies where the top-tier holding company is an insurance company that only prepares
financial statements in accordance with Statutory Accounting Principles, holding companies of
industrial loan companies, limited-purpose credit card banks, and limited-purpose trust banks.
2

See https://www.frbservices.org/central-bank/reporting-central/. A financial company that is required to file this
form with the Federal Reserve System should contact their district Federal Reserve Bank if the firm believes it may
not be able to submit the form electronically.
3
See 12 CFR 251.4(a).

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This reporting requirement is implemented through the FR XX-1 reporting form.4 The
form requires respondents to report the financial company’s total consolidated liabilities, and the
instructions to the form list each type of liability that respondents must include in this total.
Respondents must report their liabilities on a consolidated basis under GAAP, unless the Board
permits the company to report its estimated total consolidated liabilities using an accounting
standard or method of estimation other than GAAP pursuant to section 251.3(e) of
Regulation XX.
Respondent Panel
The panel for the reporting requirements in sections 251.3(e), 251.4(b), and 251.4(c)
comprises financial companies, as defined above. The panel for the reporting requirements in
section 251.6 comprises financial companies that do not otherwise report consolidated financial
information to the Board or other appropriate Federal banking agency.
Frequency and Time Schedule
The FR XX in sections 251.3(e), 251.4(b), and 251.4(c) of Regulation XX are eventgenerated, and the FR XX-1 report is submitted annually. The reporting requirements in sections
251.3(e), 251.4(b), and 251.4(c) are event-generated. A financial company that relies on prior
written consent pursuant to section 251.4(c) must provide a notice to the Board within 10 days
after consummating the covered acquisition. Since the Board is required to report a final
calculation based on data collected as of the end of each calendar year, the reporting
requirements in section 251.6 (FR XX-1 reporting form) is completed by respondent financial
companies annually as of December 31. The report is due by March 31 of the following year.
Public Availability of Data
Each submitted FR XX-1 and each request or post-notice made pursuant to
Regulation XX generally is available to the public upon request on an individual basis.
Legal Status
The FR XX and the FR XX-1 are authorized by section 14 of the BHC Act, which
expressly authorizes the Board to “issue regulations implementing this section” and “issue
interpretations or guidance regarding the application of this section to an individual financial
company or to financial companies in general” (12 U.S.C. § 1852(d)). The Board also has the
authority to require reports from bank holding companies (12 U.S.C. § 1844(c)), savings and
loan holding companies (12 U.S.C. §§ 1467a(b) and (g)), state member banks (12 U.S.C. §§
4

Specifically, the FR XX-1 must be filed by a financial company that is (1) a top-tier company that controls an
insured depository institution, as defined in section 3(c)(2) of the Federal Deposit Insurance Act, but does not file
the Consolidated Financial Statements for Holding Companies (FR Y-9C; OMB No. 7100-0128), Parent Company
Only Financial Statements for Small Holding Companies (FR Y-9SP), Parent Company Only Financial Statements
for Large Holding Companies (FR Y-9LP), Capital and Asset Report for Foreign Banking Organizations (FR Y-7Q;
OMB No. 7100-0125), or consolidated total liabilities on the Quarterly Savings and Loan Holding Company Report
(FR 2320; OMB No. 7100-0345) or (2) a nonbank financial company supervised by the Board that does not file the
Consolidated Financial Statements for Holding Companies (FR Y-9C).

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248(a) and 324), and state-licensed branches and agencies of foreign banks, other than insured
branches (12 U.S.C. § 3105(c)(2)). The obligation to respond is mandatory.
Individual respondents may request that information submitted to the Board through the
FR XX or FR XX-1 be kept confidential. If a respondent requests confidential treatment, the
Board will determine whether the information is entitled to confidential treatment on a case-bycase basis. To the extent a respondent submits nonpublic commercial or financial information in
connection with the FR XX or FR XX-1, which is both customarily and actually treated as
private by the respondent, the respondent may request confidential treatment pursuant to
exemption 4 of the Freedom of Information Act (FOIA) (5 U.S.C. § 552(b)(4)). The entity
should separately designate such information as “confidential commercial information” or
“confidential financial information,” as appropriate, and the Board will treat such designated
information as confidential to the extent permitted by law, including the FOIA.
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On July 19, 2023, the Board published an initial notice in the Federal Register (88 FR
46162) requesting public comment for 60 days on the extension, without revision, of the FR XX.
The comment period for this notice expired on September 18, 2023. The Board did not receive
any comments. The Board adopted the extension, without revision, of the FR XX as originally
proposed. On December 4, 2023, the Board published a final notice in the Federal Register (88
FR 84142).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR XX is 97
hours. The number of FR XX-1 respondents is based on the number of respondents that
submitted data for the December 31, 2021, as of date. The burden estimate was produced using
the standard Board burden calculation methodology. These reporting requirements represent less
than 1 percent of the Board’s total paperwork burden.

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FR XX
Reporting
Section 251.3(e)
Section 251.4(b)
Section 251.4(c)
Section 251.6 (FR XX-1)
Total

Estimated
number of
respondents5

Estimated
annual
frequency

1
1
1
35

1
1
1
1

Estimated
Estimated
average hours annual burden
per response
hours
5
10
10
2.05

5
10
10
72
97

The estimated total annual cost to the public for the FR XX is $6,426.6
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 the
FR XX-1 is $28,800 per year.

5

Of these respondents, 13 FR XX-1 filers are considered small entities as defined by the Small Business
Administration (i.e., entities with less than $850 million in total assets). Size standards effective March 17, 2023.
See https://www.sba.gov/document/support-table-size-standards. There are no special accommodations given to
mitigate the burden on small institutions.
6
Total cost to the public was estimated using the following formula: total burden hours, multiplied by the cost of
staffing, where the cost of staffing is calculated as a percent of time for each occupational group multiplied by the
group’s hourly rate and then summed (30% Office & Administrative Support at $22, 45% Financial Managers at
$80, 15% Lawyers at $79, and 10% Chief Executives at $118). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment and Wages,
May 2022, published April 25, 2023, 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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