FRLL_20240422_omb

Supporting Statement for the
Reporting, Recordkeeping, and Disclosure Requirements Associated with Regulation LL
(FR LL; OMB No. 7100-0380)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extend for three years, with
revision, the Reporting, Recordkeeping, and Disclosure Requirements Associated with
Regulation LL (FR LL; OMB No. 7100-0380). Regulation LL - Savings and Loan Holding
Companies (12 CFR Part 238) requires certain large savings and loan holding companies
(SLHCs) to submit a capital plan to the Board on an annual basis, request prior approval from the
Board under certain circumstances before making a capital distribution, conduct company-run
periodic stress tests, report the results of its company-run stress tests to the Board, publicly
disclose a summary of the results of such stress tests, and comply with certain other reporting
and recordkeeping requirements.1
The Board revised the FR LL information collection to account for reporting and
recordkeeping provisions, which have not been previously cleared by the Board under the
Paperwork Reduction Act (PRA).
The current estimated total annual burden for the FR LL is 14,399 hours, and would
increase to 14,429 hours. The revisions would result in an increase of 30 hours. There is no
formal reporting form for this information collection.
Background and Justification
Capital is central to a firm’s ability to absorb unexpected losses and continue to lend to
creditworthy businesses and consumers. The Board’s capital planning requirements for large
bank holding companies help to ensure that these firms have robust systems and processes that
incorporate forward-looking projections of revenue and losses to monitor and maintain their
internal capital adequacy. The stress capital buffer requirement helps ensure that a firm can meet
its obligations to creditors and other counterparties, as well as continue to serve as a financial
intermediary through periods of financial and economic stress. Covered savings and loan holding
companies engage in many of the same activities and face similar risks as bank holding
companies. Accordingly, the Board applies capital planning and stress capital buffer
requirements to covered savings and loan holding companies subject to Category II, III, or IV
standards in the same manner as they do to large bank holding companies subject to Category II,
III, or IV standards.
The SLHCs that are subject to these requirements are “covered SLHCs” with average total consolidated assets of
$100 billion or more, as categorized into Category II, III, or IV SLHCs under 12 CFR 238.10. “Covered SLHCs”
include any SLHC other than (1) a top-tier SLHC that is either a grandfathered unitary SLHC or derived more than
50 percent of its assets or revenue from nonfinancial activities, (2) a top-tier depository institution holding company
that is an insurance underwriting company, or (3) a top-tier depository institution holding company that holds more
than 25 percent of its total consolidated assets in subsidiaries that are insurance underwriting companies. 12 CFR
238.2(ff). For purposes of the company-run stress testing requirements, a respondent SLHC also includes foreign
SLHCs with average total consolidated assets of more than $250 billion. See 12 CFR 238, Subpart R.
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Section 165 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act)2 requires nonbank financial companies supervised by the Board and bank holding
companies with total consolidated assets equal to or greater than $250 billion to conduct periodic
company-run stress tests and to provide to the Board and their primary federal regulator reports
regarding such stress tests. Although section 165 does not directly apply to SLHCs, it does not
prohibit the application of similar standards to SLHCs or BHCs pursuant to other statutory
authorities available to the Board.3 Pursuant to section 10(g) of the Home Owners’ Loan Act
(HOLA),4 the Board has established rules regarding company-run stress tests conducted by
SLHCs with total consolidated assets equal to or greater than $250 billion.
Additionally, section 165 permits the Board, subject to certain conditions, to apply any
prudential standard established under that section, including company-run stress tests, to bank
holding companies with total consolidated assets equal to or greater than $100 billion.5 Pursuant
to this authority, the Board has established rules requiring certain bank holding companies with
less than $250 billion in total consolidated assets to conduct company-run stress tests. Pursuant
to section 10(g) of HOLA, the Board has established requirements regarding company-run stress
tests for similarly-situated SLHCs with less than $250 billion in total consolidated assets. This
information is not available from other sources.
Description of Information Collection
Reporting Requirements
Section 238.132(c)(2)(ii) permits that a Category IV SLHC may elect to have the Board
conduct a stress test with respect to the company in a year ending in an odd number by providing
notice to the Board and the appropriate Federal Reserve Bank by January 15 of that year. Such a
request would be submitted through the Federal Reserve Board’s secure SharePoint site, CCAR
Library.
Section 238.162(b)(1)(ii) requires that, unless the Board otherwise determines in writing,
a foreign SLHC must conduct an annual stress test of its U.S. subsidiaries. The test must address
whether those subsidiaries have the capital necessary to absorb losses as a result of adverse
economic conditions. The foreign SLHC must report on at least a biennial basis a summary of
the results of the stress test to the Board. The summary must include a description of the types of
risks included in the stress test, a description of the conditions or scenarios used in the stress test,
a summary description of the methodologies used in the stress test, estimates of aggregate losses,
pre-provision net revenue, total loan loss provisions, net income before taxes and pro forma
regulatory capital ratios required to be computed by the home-country supervisor of the foreign
SLHC and any other relevant capital ratios, and an explanation of the most significant causes for
any changes in regulatory capital ratios. This information must be submitted through the Federal
Reserve Board’s secure SharePoint site, CCAR Library.
2

12 U.S.C. § 5365.
See Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA) section 402(b)(1), Pub. L.
No. 115-174, 132 Stat. 1356 (2018) (codified at 12 U.S.C. § 5365 note).
4
12 U.S.C. § 1467a(g).
5
See 12 U.S.C. § 5365(a)(2)(C).
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Section 238.145 requires a domestic SLHC that is required to conduct company-run
stress tests to report the results of its company-run stress tests to the Board. Such SLHCs report
their stress test results using the Capital Assessments and Stress Testing (FR Y-14A; OMB No.
7100-0341). Because this reporting requirement is accounted for by the FR Y-14 clearance, it is
not accounted for in the FR LL.
Section 238.170(e)(1) requires a covered SLHC to develop and submit to the Board and
the appropriate Reserve Bank a written capital plan. The required elements of a capital plan are
set forth in section 238.170(e)(2). Capital plans are submitted to the Federal Reserve’s IntraLinks
system.
Section 238.170(e)(3) requires a covered SLHC to provide certain data to the Board or
appropriate reserve bank upon request, including:
• The covered SLHC’s financial condition, including its capital,
• The covered SLHC’s structure,
• Amount and risk characteristics of the covered SLHC’s on- and off-balance sheet
exposures, including exposures within the covered SLHC’s trading account, other
trading-related exposures (such as counterparty-credit risk exposures) or other items
sensitive to changes in market factors, including, as appropriate, information about the
sensitivity of positions to changes in market rates and prices,
• The covered SLHC’s relevant policies and procedures, including risk management
policies and procedures,
• The covered SLHC’s liquidity profile and management,
• The loss, revenue, and expense estimation models used by the covered SLHC for stress
scenario analysis, including supporting documentation regarding each model’s
development and validation, and
• Any other relevant qualitative or quantitative information requested by the Board or the
appropriate Reserve Bank to facilitate review of the covered SLHC’s capital plan.
This data is submitted via the Federal Reserve’s IntraLinks system.
Section 238.170(e)(4) requires the covered SLHC to update and resubmit its capital plan
to the appropriate Reserve Bank within 30 calendar days of the occurrence of certain events.
Capital plans are submitted to the Federal Reserve’s IntraLinks system.
Section 238.170(h)(2)(ii)(B) requires that within two business days of receipt of notice of
a stress capital buffer requirement, a covered SLHC must notify the Board (using the Federal
Reserve’s IntraLinks system) of any adjustments made to planned capital distributions for the
fourth through seventh quarters of the planning horizon under the internal baseline scenario.
Because planned capital distributions are a component in the calculation of covered SLHCs’
stress capital buffer requirements, such adjustments can impact the stress capital buffer
requirement that would ultimately become effective for the firm. The two-day deadline ensures
that covered SLHCs are able to adjust their planned capital distributions and inform the Board of
such adjustments before they may be required, under securities law, to publicly disclose
information regarding the firm’s forthcoming stress capital buffer requirement.

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Section 238.170(h)(2)(i) allows a covered SLHC to request reconsideration of its stress
capital buffer requirement within 15 calendar days of receipt, and section 238.170(i) sets forth
the required timing and contents of such a request. A request for reconsideration must include a
detailed explanation of why reconsideration should be granted (that is, why a stress capital buffer
requirement should be reconsidered). With respect to any information that was not previously
provided to the Federal Reserve in the SHLCs capital plan, the request should include an
explanation of why the information should be considered. The SLHC may include a request for
an informal hearing. All requests for reconsideration are submitted to the Federal Reserve’s
IntraLinks system.
Under section 238.170(j)(1), in certain circumstances, covered SLHCs will be required to
obtain prior approval from the Board before making capital distributions. A covered SLHC may
submit a request for non-objection that includes all the information from 238.170(j)(2). Such
prior approval requests should be submitted through the Federal Reserve’s IntraLinks system and
must contain the following information:
• The covered SLHC’s capital plan or a discussion of changes to the covered SLHC’s
capital plan since it was last submitted to the Federal Reserve,
• The purpose of the transaction,
• A description of the capital distribution, including for redemptions or repurchases of
securities, the gross consideration to be paid and the terms and sources of funding for the
transaction, and for dividends, the amount of the dividend(s), and
• Any additional information requested by the Board or appropriate Reserve Bank (which
may include, among other things, an assessment of the covered SLHC’s capital adequacy
under a severely adverse scenario, a revised capital plan, and supporting data).
Section 238.170(j)(4) provides that if the Board or appropriate Reserve Bank disapproves
of a covered SLHC’s capital distribution, the covered SLHC within 15 calendar days of receipt
of a notice of disapproval by the Board may submit a written request for a hearing using the
Federal Reserve’s IntraLinks system.
Recordkeeping Requirements
Section 238.170(e)(1) requires covered SLHCs to maintain a capital plan. This
requirement is ongoing, for as long as the SLHC is subject to the Board’s capital plan rule. The
Board believes this ongoing requirement is necessary, given the importance of continued capital
management at covered SLHCs.
Disclosure Requirements
Section 238.146 requires that a domestic SLHC that is required to conduct a companyrun stress test must publicly disclose a summary of the results of the stress test within the period
that is 15 calendar days after the Board publicly discloses the results of its supervisory stress test
of the covered company pursuant to section 238.134 of Regulation LL, or, if the company is not
subject to the supervisory stress test, in the period beginning on June 15 and June 30 of the year
in which the stress test is conducted. The summary required under this section may be disclosed
on the website of a covered company, or in any other forum that is reasonably accessible to the

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public.
Respondent Panel
The FR LL panel comprises foreign SLHCs with average total consolidated assets of
greater than $250 billion and domestic covered SLHCs with average total consolidated assets of
greater than $100 billion.
Frequency and Time Schedule
The FR LL is submitted, retained, and disclosed on an ongoing, annual, biennial, or
event-generated basis. The time schedule for the reporting and disclosure requirements under this
information collection are established by the regulation:
• Section 238.132(c)(2)(ii) allows a Category IV SLHC to elect to have the Board conduct
a stress test with respect to the company in a year ending in an odd number by providing
notice to the Board and the appropriate Federal Reserve Bank by January 15 of that year.
• Sections 238.132(c)(3)(iii) and 238.143(a)(3)(ii) provide that covered SLHCs may submit
a written request for reconsideration within 14 days of a receipt of a notice from the
Board to conduct a stress test more or less frequently than would normally be required.
• Section 238.143(b)(4) provides that covered SLHCs may submit a written request for
reconsideration within 14 days of a receipt of a notice from the Board to include
additional component(s) or additional scenario(s) in the stress test.
• Section 238.162(b)(1)(ii) requires a foreign SLHCs that must conduct a company-run
stress test to report a summary of their stress test results to the Board at least every other
year.
• Section 238.146 requires domestic SLHCs that must conduct a company-run stress test to
disclose publicly a summary of the results of such tests within 15 days of the Board
disclosing the results of its supervisory stress test of that company.
• Section 238.170(e)(1)(ii) requires a covered SLHC to submit its complete capital plan to
the Board and the appropriate Reserve Bank each year by April 5th, or such later date as
directed by the Board or by the appropriate Reserve Bank with concurrence of the Board,
• Section 238.170(e)(3) requires a covered SLHC to provide certain data to the Board,
upon the request of the Board or appropriate Reserve Bank,
• Section 238.170(e)(4) requires a covered SLHC to update and resubmit its capital plan
within 30 calendar days of the occurrence of certain events,
• Section 238.170(h)(2)(ii)(B) requires that within two business days of receipt of notice of
a stress capital buffer requirement, a covered SLHC must notify the Board of any
adjustments made to planned capital distributions for the fourth through seventh quarters
of the planning horizon under the internal baseline scenario,
• Section 238.170(i) provides that a covered SLHC may submit a written request for
reconsideration within 15 calendar days of receipt of a notice of a SLHC’s stress capital
buffer requirement,
• Section 238.170(j)(1) provides that, in certain circumstances, covered SLHCs will be
required to obtain prior approval from the Board before making capital distributions, and
• Section 238.170(j)(4) provides that if the Board or appropriate Reserve Bank disapproves
of a covered SLHC’s capital distribution, the covered SLHC within 15 calendar days of

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receipt of a notice of disapproval by the Board may submit a written request for a
hearing.
Revisions to the FR LL
The Board revised the FR LL to account for several reporting provisions and one
recordkeeping provision which had not been previously cleared by the Board under the PRA.
Reporting Requirements
Section 238.132(c)(2)(i) provides that the Board may conduct a stress test on an SLHC
(other than an FBO) with average total consolidated assets of $100 billion or more on a more or
less frequent basis than would be required under paragraph (c)(1). Section 238.132(c)(3)(iii)
permits an SLHC to request in writing that the Board reconsider the requirement to conduct a
stress test on a more or less frequent basis than would be required under (c)(1). This request must
include an explanation as to why the request for reconsideration should be granted. The Board
will respond in writing within 14 calendar days of receipt of the request. This request is
submitted via the Federal Reserve’s IntraLinks system.
Section 238.143(a)(3)(ii) permits a Category II SLHC, Category III SLHC, or a SLHC
with average total consolidated assets of greater than $250 billion to request in writing that the
Board reconsider the requirement to conduct a stress test on a more or less frequent basis than
would be required under paragraph (a)(2)(i). This request must include an explanation as to why
the request for reconsideration should be granted. The Board will respond in writing within 14
calendar days of receipt of the request. This request is submitted via the Federal Reserve’s
IntraLinks system.
Section 238.143(b)(4) provides that if the Board requires a Category II SLHC, Category
III SLHC, or a SLHC with average total consolidated assets of greater than $250 billion to
include one or more additional components in certain of its stress testing scenarios the Board will
notify the company in writing and include a basis for its determination. Within 14 calendar days
of receipt of this notification the company may request in writing that the Board reconsider the
requirement that company include the additional component(s) or additional scenario(s),
including an explanation as to why the request for reconsideration should be granted. The Board
will respond in writing within 14 calendar days of receipt of the company’s request. This request
is submitted via the Federal Reserve’s IntraLinks system.
Recordkeeping Requirements
Section 238.144(c)(1) requires a Category II SLHC, Category III SLHC, or a SLHC with
average total consolidated assets of greater than $250 billion to establish and maintain a system
of controls, oversight, and documentation, including policies and procedures, that are designed to
ensure that its stress testing processes are effective in meeting the relevant requirements. These
policies and procedures must, at a minimum, describe the covered company’s stress testing
practices and methodologies, and processes for validating and updating the company’s stress
test practices and methodologies consistent with applicable laws and regulations.

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Public Availability of Data
Domestic SLHCs make a summary of the results of their stress tests publicly available,
either on their website or in any other forum that is reasonably accessible to the public. Other
information that is provided to the Federal Reserve in connection with the FR LL is not
customarily released to the public.
Legal Status
The FR LL is authorized by section 10(g) of the HOLA (12 U.S.C. § 1467a(g)). Section
10(g) of HOLA authorizes the Board to issue regulations, including regulations regarding capital
requirements for SLHCs, as are appropriate to carry out the purposes of section 10 of HOLA.
Pursuant to this authority, the Board has applied company-run stress testing requirements,
including reporting and disclosure requirements, for all covered SLHCs with total consolidated
assets of more than $250 billion, as well as certain covered SLHCs with total consolidated assets
of more than $100 billion. The Board has also applied capital planning requirements to certain
covered SLHCs with total consolidates assets of $100 billion or more pursuant to section 10(g)
of HOLA. The Board is also authorized to collect information from SLHCs under section
10(b)(2) of HOLA (12 U.S.C. § 1467a(b)(2)). The information collections under the FR LL are
either mandatory or required to obtain a benefit.
The information collected through the FR LL is collected as part of the Board’s
supervisory process and therefore is afforded confidential treatment pursuant to exemption 8 of
the Freedom of Information Act (FOIA), which protects information contained in “examination,
operating, or condition reports” obtained in the bank supervisory process (5 U.S.C. § 552(b)(8)).
In addition, the information may also be kept confidential under exemption 4 of FOIA, which
protects commercial or financial information obtained from a person that is privileged or
confidential (5 U.S.C. § 552(b)(4)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On September 28, 2023, the Board published an initial notice in the Federal Register (88
FR 66848) requesting public comment for 60 days on the extension, with revision, of the FR LL.
The comment period for this notice expired on November 27, 2023. The Board did not receive
any comments. The Board adopted the extension, with revision, of the FR LL as originally
proposed. On March 29, 2024, the Board published a final notice in the Federal Register (89 FR
22144).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR LL is 14,399
hours, and would increase to 14,429 hours with the revisions. Currently, there are no foreign

7

SLHCs in existence, and only one domestic covered SLHC. The table shows an estimate of one
respondent per requirement. These reporting, recordkeeping, and disclosure requirements
represent less than 1 percent of the Board’s total paperwork burden.

FR LL
Current
Reporting
Section 238.132(c)(2)(ii)
Section 238.162(b)(1)(ii)
Sections 238.170(e)(1) and (2)
(Initial setup)
Sections 238.170(e)(1) and (2)
Section 238.170(e)(3)
Section 238.170(e)(4)
Section 238.170(h)(2)(ii)(B)
Section 238.170(i)
Sections 238.170(j)(1) and (2)
Section 238.170(j)(4)
Recordkeeping
Section 238.170(e)(1)
Disclosure
Section 238.146 (Initial setup)
Section 238.146
Current Total
Proposed
Reporting
Section 238.132(c)(2)(ii)
Section 238.132(c)(3)(iii)
Section 238.143(a)(3)(ii)
Section 238.143(b)(4)
Section 238.162(b)(1)(ii)
Sections 238.170(e)(1) and (2)

Estimated
number of
respondents6

Estimated
annual
frequency

1
1

1
0.5

1
1
1
1
1
1
1
1

1
1
1
1
1
1
1
1

9,000
4,000
1,005
100
2
16
100
16

9,000
4,000
1,005
100
2
16
100
16

1

1

30

30

1
1

0.5
0.5

150
30

75
15
14,399

1
1
1
1
1
1

1
1
1
1
0.5
1

0.25
0.25
0.25
0.25
80
9,000

0
0
0
0
40
9,000

6

Estimated
average hours
per response

0.25
80

Estimated
annual burden
hours

0
40

Of these respondents, none 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.

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(Initial setup)
Sections 238.170(e)(1) and (2)
Section 238.170(e)(3)

1
1

1
1

4,000
1,005

4,000
1,005

Section 238.170(e)(4)
Section 238.170(h)(2)(ii)(B)
Section 238.170(i)
Sections 238.170(j)(1) and (2)
Section 238.170(j)(4)
Recordkeeping
Section 238.144(c)(1)
Section 238.170(e)(1)
Disclosure
Section 238.146 (Initial setup)
Section 238.146
Proposed Total

1
1
1
1
1

1
1
1
1
1

100
2
16
100
16

100
2
16
100
16

1
1

1
1

30
30

30
30

1
1

0.5
0.5

150
30

75
15
14,429

Change

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The estimated total annual cost to the public for the FR LL is $1,005,770, and would
increase to $1,007,866 with the revisions.7
Sensitive Questions
This information collection 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
information collection is negligible.

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Total cost to the responding public is 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 $23, 45% Financial
Managers at $84, 15% Lawyers at $85, and 10% Chief Executives at $124). Hourly rates for each occupational
group are the (rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment
and Wages, May 2023, published April 3, 2024, 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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