[Federal Register Volume 82, Number 22 (Friday, February 3, 2017)]
[Rules and Regulations]
[Pages 9308-9330]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-02257]



[[Page 9307]]

Vol. 82

Friday,

No. 22

February 3, 2017

Part III





Federal Reserve System





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12 CFR Parts 225 and 252





Amendments to the Capital Plan and Stress Test Rules; Regulations Y and 
YY; Final Rule

  Federal Register / Vol. 82 , No. 22 / Friday, February 3, 2017 / 
Rules and Regulations  

[[Page 9308]]


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FEDERAL RESERVE SYSTEM

12 CFR Parts 225 and 252

[Docket No. R-1548]
RIN 7100-AE59


Amendments to the Capital Plan and Stress Test Rules; Regulations 
Y and YY

AGENCY: Board of Governors of the Federal Reserve System (Board).

ACTION: Final rule.

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SUMMARY: The Board is adopting a final rule that revises the capital 
plan and stress test rules for bank holding companies with $50 billion 
or more in total consolidated assets and U.S. intermediate holding 
companies (IHCs) of foreign banking organizations. Under the final 
rule, large and noncomplex firms (those with total consolidated assets 
of at least $50 billion but less than $250 billion, nonbank assets of 
less than $75 billion, and that are not U.S. global-systemically 
important banks) are no longer subject to the provisions of the Board's 
capital plan rule whereby the Board may object to a capital plan on the 
basis of qualitative deficiencies in the firm's capital planning 
process. Accordingly, these firms will no longer be subject to the 
qualitative component of the annual Comprehensive Capital Analysis and 
Review (CCAR). The final rule also modifies certain regulatory reports 
to collect additional information on nonbank assets and to reduce 
reporting burdens for large and noncomplex firms. For all bank holding 
companies subject to the capital plan rule, the final rule simplifies 
the initial applicability provisions of both the capital plan and the 
stress test rules, reduces the amount of additional capital 
distributions that a bank holding company may make during a capital 
plan cycle without seeking the Board's prior approval, and extends the 
range of potential as-of dates the Board may use for the trading and 
counterparty scenario component used in the stress test rules.
    The final rule does not apply to bank holding companies with total 
consolidated assets of less than $50 billion or to any state member 
bank or savings and loan holding company.

DATES: Effective Date: March 6, 2017.

FOR FURTHER INFORMATION CONTACT: Lisa Ryu, Associate Director, (202) 
263-4833, Richard Naylor, Associate Director, (202) 728-5854, Molly 
Mahar, Deputy Associate Director, (202) 973-7360, Constance Horsley, 
Assistant Director, (202) 452-5239, Mona Touma Elliot, Manager, (202) 
912-4688, Celeste Molleur, Manager (202) 452-2783, Elizabeth MacDonald, 
Manager, (202) 475-6316, Christine Graham, Senior Supervisory Financial 
Analyst, (202) 452-3005, Seth Ruhter, Senior Supervisory Financial 
Analyst, (202) 452-3997, Joseph Cox, Supervisory Financial Analyst, 
(202) 452-3216, Kevin Tran, Supervisory Financial Analyst, (202) 452-
2309, or Hillel Kipnis, Financial Analyst, (202) 452-2924, Division of 
Banking Supervision and Regulation; Laurie Schaffer, Associate General 
Counsel, (202) 452-2272, Benjamin McDonough, Assistant General Counsel, 
(202) 452-2036, Julie Anthony, Counsel, (202) 475-6682, Brian Chernoff, 
Senior Attorney, (202) 452-2952, or Amber Hay, Senior Attorney, (202) 
973-6997, Legal Division, Board of Governors of the Federal Reserve 
System, 20th Street and Constitution Avenue NW., Washington, DC 20551. 
Users of Telecommunication Device for Deaf (TDD) only, call (202) 263-
4869.

SUPPLEMENTARY INFORMATION: 

I. Background

A. Overview of Proposed Changes to the Capital Plan and Stress Test 
Rules and Comments Received

    Capital planning and stress testing are two key components of the 
Federal Reserve's supervisory framework for large financial 
companies.\1\ Through these programs, the Federal Reserve annually 
assesses whether bank holding companies with $50 billion or more in 
total consolidated assets have effective capital planning processes and 
sufficient capital to absorb losses during stressful conditions, while 
meeting obligations to creditors and counterparties and continuing to 
serve as credit intermediaries.
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    \1\ In addition to bank holding companies with total 
consolidated assets of $50 billion or more, the changes in this 
final rule also apply to any nonbank financial company supervised by 
the Board that becomes subject to the capital planning and stress 
test requirements pursuant to a rule or order of the Board and to 
U.S. intermediate holding companies of foreign banking organizations 
in accordance with the transition provisions under the capital plan 
rule and subpart O of the Board's Regulation YY (12 CFR part 252). 
Currently, no nonbank financial companies supervised by the Board 
are subject to the capital planning or stress test requirements. A 
U.S. intermediate holding company that was required to be 
established by July 1, 2016 and that was not previously subject to 
the Board's capital plan rule is required to submit its first 
capital plan in 2017 and will become subject to the Board's stress 
test rules beginning in 2018. References to ``bank holding 
companies'' or ``firms'' in this preamble should be read to include 
all of these companies, unless otherwise specified.
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    On September 26, 2016, the Board of Governors of the Federal 
Reserve System (Board) invited comment on a proposal to reduce the 
burden of capital planning and stress testing requirements for certain 
firms with a lower risk profile, while continuing to hold the largest 
and most complex firms to the highest standards.\2\ Under the proposal, 
a large and noncomplex firm (a bank holding company with total 
consolidated assets of at least $50 billion but less than $250 billion, 
on-balance sheet foreign exposure of less than $10 billion, and nonbank 
assets of less than $75 billion) would no longer have been subject to 
the provisions of the Board's capital plan rule whereby the Board may 
object to a firm's capital plan based on unresolved supervisory issues 
or concerns with the assumptions, analysis, and methodologies in the 
firm's capital plan.\3\ In connection with this change, large and 
noncomplex firms would have remained subject to a quantitative, but not 
a qualitative, assessment of their capital plans under the capital plan 
rule. All other bank holding companies that would have been subject to 
the capital plan rule (a LISCC firm, if the bank holding company is 
subject to the Large Institution Supervision Coordinating Committee 
(LISCC) supervisory framework,\4\ or large and complex firm, if the 
bank holding company otherwise had total consolidated assets of $250 
billion or more, on-balance sheet foreign exposure of $10 billion or 
more, or nonbank assets of $75 billion or more) would have remained 
subject to objection to their capital plan based on qualitative 
deficiencies under the rule.
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    \2\ 81 FR 67239 (September 30, 2016).
    \3\ The proposal also proposed amending the Parent Company Only 
Financial Statements for Large Holding Companies (FR Y-9LP) to 
include a new line item for purposes of identifying large and 
noncomplex firms.
    \4\ Based on the current population of bank holding companies, 
all LISCC firms have total consolidated assets of $250 billion or 
more, on-balance sheet foreign exposure of $10 billion or more, or 
nonbank assets of $75 billion or more.
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    Additionally, the proposal would have reduced the de minimis 
exception amount for capital distributions under the capital plan rule. 
Generally, the capital plan rule provides that a bank holding company 
must obtain the Federal Reserve's prior approval before making capital 
distributions above the dollar amount described in its capital plan.\5\ 
However, a bank holding company that is well capitalized, as defined in 
12 CFR 225.2(r), may make capital distributions above such dollar 
amount without seeking the Board's prior approval if other requirements 
are met. These include the requirement that the aggregate additional 
total

[[Page 9309]]

distribution amount for the one-year period following the Federal 
Reserve's action on the bank holding company's capital plan not exceed 
1.00 percent of the bank holding company's tier 1 capital (the de 
minimis exception).\6\
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    \5\ See 12 CFR 225.8(g)(1).
    \6\ See 12 CFR 225.8(g)(2).
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    The proposal would have amended the de minimis exception in two 
ways for all bank holding companies subject to the capital plan rule. 
First, the proposal would have lowered the de minimis amount from 1.00 
percent to 0.25 percent of a bank holding company's tier 1 capital, 
beginning April 1, 2017. Second, the proposal would have established a 
one-quarter ``blackout period'' while the Federal Reserve is conducting 
CCAR (the second quarter of a calendar year), during which bank holding 
companies would not be able to submit a notice to use the de minimis 
exception or to request prior approval from the Federal Reserve to make 
additional capital distributions.
    The proposal also would have modified the range of starting dates 
for the trading and counterparty component of the stress test. Under 
the Board's stress test rules, the Board may require a bank holding 
company with significant trading activity to include a trading and 
counterparty component (global market shock) in its adverse and 
severely adverse scenarios for its company-run stress tests.\7\ 
Currently, the Board must select a date between January 1 and March 1 
of the calendar year of the current stress test cycle for the ``as-of'' 
date for the data used as part of the global market shock components of 
the bank holding company's adverse and severely adverse scenarios.\8\ 
The proposal would have extended the range of dates from which the 
Board may select the as-of date for the global market shock to October 
1 of the calendar year preceding the year of the stress test cycle to 
March 1 of the calendar year of the stress test cycle.
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    \7\ See 12 CFR 252.14(b)(2).
    \8\ Id.
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    Finally, the proposal would have modified associated regulatory 
reporting requirements for large and noncomplex firms to collect less 
detailed information on stress test results and raise the materiality 
threshold for reporting on specific portfolios. The proposal also would 
have simplified the timing of the initial applicability of the capital 
plan and stress test rules for all bank holding companies with $50 
billion or more in total consolidated assets.
    The Board received twelve comments in response to the proposal from 
the public, banking organizations, and trade associations. Commenters 
generally expressed support for the proposal, and provided alternative 
views on certain aspects of the proposed rule, including the definition 
of a large and noncomplex firm and the proposed reduction of the de 
minimis exception amount for capital distributions not included in a 
firm's capital plan.

B. Description of Capital Plan and Stress Test Requirements

    Under Section 165 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (Dodd-Frank Act), the Board is required to establish 
enhanced prudential standards for bank holding companies with total 
consolidated assets of $50 billion or more.\9\ As part of this 
requirement, the Board must conduct annual supervisory stress tests 
with respect to these bank holding companies and issue regulations 
requiring these bank holding companies to conduct semi-annual company-
run stress tests.\10\ The Board adopted final rules to implement these 
requirements on October 12, 2012.\11\
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    \9\ 12 U.S.C. 5365.
    \10\ 12 U.S.C. 5365(i).
    \11\ 77 FR 62380 (October 12, 2012). See 12 CFR part 252, 
subparts E and F. On October 12, 2012, as required by section 165(i) 
of the Dodd-Frank Act, the Federal Reserve also adopted a final rule 
to impose company-run stress testing requirements for state member 
banks and savings and loan holding companies with assets of more 
than $10 billion and bank holding companies with assets of more than 
$10 billion but less than $50 billion, which is codified at subpart 
B of 12 CFR part 252. The Board is not adjusting the requirements in 
subpart B of 12 CFR part 252 at this time.
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    The Dodd-Frank Act also requires the enhanced prudential standards 
established by the Board to increase in stringency based on several 
factors, including the size and risk characteristics of the bank 
holding companies subject to the requirements.\12\ In prescribing more 
stringent prudential standards, including stress test requirements, the 
Board may differentiate among bank holding companies on an individual 
basis or by category, taking into consideration their capital 
structure, riskiness, complexity, financial activities (including the 
financial activities of their subsidiaries), size, and any other risk-
related factors that the Board deems appropriate.\13\
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    \12\ See 12 U.S.C. 5365(b).
    \13\ 12 U.S.C. 5363(a)(2)(A).
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C. Implementation of Capital Plan and Stress Test Requirements

    Consistent with the Dodd-Frank Act mandate, the Board conducts an 
annual assessment of the capital planning and post-stress capital 
adequacy of bank holding companies with total consolidated assets of 
$50 billion or more.\14\ The Board's capital planning and stress 
testing framework for these firms consists of two related programs: 
CCAR, which is conducted pursuant to the Board's capital plan rule,\15\ 
and the Dodd-Frank Act stress tests, which are conducted pursuant to 
the Board's stress test rules.\16\
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    \14\ In addition, U.S. intermediate holding company (IHC) 
subsidiaries of foreign banking organizations became subject to the 
Board's capital plan rule beginning on January 1, 2017.
    \15\ 12 CFR 225.8.
    \16\ Subparts E and F of the Board's Regulation YY (12 CFR part 
252, subparts E and F).
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    In CCAR, the Board assesses the internal capital planning processes 
of bank holding companies and these companies' ability to maintain 
sufficient capital to continue their operations under expected and 
stressful conditions. Pursuant to the capital plan rule, each bank 
holding company must submit an annual capital plan to the Board that 
describes its capital planning processes and capital adequacy 
assessment. In the current CCAR process, the Federal Reserve conducts a 
qualitative assessment of the strength of each bank holding company's 
internal capital planning process and a quantitative assessment of each 
bank holding company's capital adequacy. In the qualitative assessment, 
the Federal Reserve evaluates the extent to which the analysis 
underlying each bank holding company's capital plan comprehensively 
captures and addresses potential risks stemming from company-wide 
activities. In addition, the Federal Reserve evaluates the 
reasonableness of a bank holding company's capital plan, the 
assumptions and analysis underlying the plan, and the robustness of the 
bank holding company's capital planning process. Under the capital plan 
rule, the Board may object to a bank holding company's capital plan if 
the Board determines that (1) the bank holding company has material 
unresolved supervisory issues, including but not limited to issues 
associated with its capital adequacy process; (2) the assumptions and 
analysis underlying the bank holding company's capital plan, or the 
bank holding company's methodologies for reviewing its capital adequacy 
process, are not reasonable or appropriate; \17\ or (3) the bank 
holding company's capital planning process or proposed capital 
distributions otherwise

[[Page 9310]]

constitute an unsafe or unsound practice, or would violate any law, 
regulation, Board order, directive, or condition imposed by, or written 
agreement with, the Board or the appropriate Federal Reserve Bank 
(together, qualitative objection criteria).\18\ The Board may also 
object to a bank holding company's capital plan if the bank holding 
company has not demonstrated an ability to maintain capital above each 
minimum regulatory capital ratio on a pro forma basis under expected 
and stressful conditions throughout the planning horizon (that is, 
based on a quantitative assessment).\19\ In past CCAR exercises, the 
Board has publicly announced its decision to object to a bank holding 
company's capital plan, along with the basis for the decision.\20\
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    \17\ As discussed in section II.H of this preamble below, the 
proposal would revise this criterion to permit objection where the 
Board determines that the assumptions and analysis underlying the 
bank holding company's capital plan, or the bank holding company's 
methodologies and practices that support its capital planning 
process, are not reasonable or appropriate.
    \18\ See 12 CFR 225.8(f)(2)(ii)(A), (B), and (D).
    \19\ See 12 CFR 225.8(f)(2)(ii)(C).
    \20\ See 12 CFR 225.8(f)(v).
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    If the Federal Reserve objects to a bank holding company's capital 
plan, the bank holding company may not make any capital distributions 
unless the Federal Reserve indicates in writing that it does not object 
to such distributions.\21\
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    \21\ See 12 CFR 225.8(f)(2)(iv).
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    Pursuant to the Board's stress test rules, the Board conducts 
supervisory stress tests of bank holding companies with total 
consolidated assets of $50 billion or more, and these bank holding 
companies are required to conduct annual and mid-cycle company-run 
stress tests.

II. Revisions to the Capital Plan and Stress Test Rules

A. Elimination of CCAR Qualitative Assessment and Objection for Large 
and Noncomplex Firms

    The Board has different expectations for sound capital planning and 
capital adequacy depending on the size, scope of operations, activity, 
and systemic risk profile of a firm.\22\ Consistent with those 
different expectations, the proposal would have differentiated the 
supervisory process for evaluating firms' capital planning practices. 
Under the proposal, large and noncomplex firms would no longer have 
been subject to the provisions of the Board's capital plan rule whereby 
the Board may object to a capital plan on the basis of deficiencies in 
the firm's capital planning process or unresolved supervisory issues; 
that is, large and noncomplex firms would no longer have been subject 
to the qualitative component of the annual CCAR assessment.
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    \22\ See SR Letter 15-18, ``Federal Reserve Supervisory 
Assessment of Capital Planning and Positions for LISCC Firms and 
Large and Complex Firms.'' (April 4, 2011), available at: https://www.federalreserve.gov/bankinforeg/srletters/sr1518.htm.>See SR 
Letter 15-19, ``Federal Reserve Supervisory Assessment of Capital 
Planning and Positions for Large and Noncomplex Firms.'' (December 
18, 2015), available at: https://www.federalreserve.gov/bankinforeg/srletters/sr1519.htm.
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    Under the proposal, the Federal Reserve would have conducted its 
supervisory assessment of a large and noncomplex firm's risk-management 
and capital planning practices through the regular supervisory process 
and targeted, horizontal assessments of particular aspects of capital 
planning, rather than through the annual CCAR assessment. Further, the 
preamble noted that the Board would not object to the capital plans of 
large and noncomplex firms due to qualitative deficiencies in their 
capital planning process, but rather would incorporate an assessment of 
these practices into its regular, ongoing supervisory activities. As 
compared to the annual CCAR assessment, the review process for large 
and noncomplex firms would have been more limited in scope, include 
targeted horizontal evaluations of specific areas of the capital 
planning process, and focus on the standards set forth in the capital 
plan rule and Supervision and Regulation (SR) Letter 15-19.
    Under the proposal, the Board would have continued to perform an 
annual quantitative assessment of capital plans of the large and 
noncomplex firms and publicly announce a decision to object or not 
object to a firm's capital plan on this basis. Consistent with the 
current capital plan rule, nothing in the proposal would have limited 
the authority of the Federal Reserve to issue a capital directive, such 
as a directive to reduce capital distributions, or take any other 
supervisory enforcement action, including an action to address unsafe 
or unsound practices or conditions or violations of law, such as an 
unsafe and unsound capital planning process.\23\
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    \23\ See 12 CFR 225.8(b)(4).
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    Commenters strongly supported removing large and noncomplex firms 
from the qualitative component of the annual CCAR assessment and 
eliminating the qualitative objection for these firms. Commenters 
expressed the view that the qualitative component of the CCAR 
assessment was unduly burdensome for large and noncomplex firms because 
it required the development of large amounts of documentation and 
sophisticated stress test models to the same degree as the largest 
firms. The commenters agreed that further tailoring of regulatory 
requirements for large and noncomplex firms would incentivize such 
firms to invest in capital planning processes that are appropriate for 
the risks of those firms.
1. Supervisory Review of Capital Plans
    A commenter recommended that the Federal Reserve clarify how it 
plans to implement the supervisory review of the capital plans for 
large and noncomplex firms. Specifically, the commenter sought 
clarification on whether the Federal Reserve intended to use the 
``regular'' supervisory process and whether the targeted horizontal 
review would be similar to current horizontal reviews undertaken by the 
Federal Reserve (such as the shared national credit review). Commenters 
sought additional information about whether the Federal Reserve would 
provide advance notice of examination focus in a first day letter, use 
standard procedures for communicating with management and communicating 
matters requiring attention, and use standard time frames for 
addressing any supervisory findings. Commenters also requested that the 
Board clarify that supervisors will apply the expectations set forth in 
SR Letter 15-19 for large and noncomplex firms in the capital plan 
review.
    The Federal Reserve intends to conduct the supervisory review of 
capital plans of large and noncomplex firms in a manner similar to 
existing supervisory programs, which typically include a distribution 
of a first day letter in advance of the start of the review, standard 
communication during the exam, lead time to meet requests for 
additional information, and sufficient time frames for addressing the 
findings. With respect to the capital plan review, the Federal Reserve 
intends to provide large and noncomplex firms with several months' 
advance notice of the areas of focus of the annual capital plan review. 
For an individual firm, the review may also cover areas where the 
firm's practices are changing and issues raised in previous firm-
specific supervisory communication.
    In addition, as requested by commenters, the Board will ensure that 
communication and standards are coordinated between any teams 
conducting targeted horizontal reviews and the dedicated supervisory 
teams, who will conduct a holistic review of the capital plan at their 
respective supervised institutions each year. The Board confirms that 
it will apply capital planning expectations based on the size and 
complexity of a firm. As such, large and noncomplex firms will continue 
to be subject to the standards in SR Letter 15-19.

[[Page 9311]]

    The proposal indicated that the supervisory review of capital plans 
would likely occur in the third quarter of each calendar year. 
Commenters requested that the review take place during the second 
quarter, concurrent with CCAR, to avoid coinciding with the DFAST mid-
cycle process, which occurs in the third quarter. While moving the 
supervisory review to the second quarter may avoid the resource and 
time constraints resulting from the DFAST mid-cycle process occurring 
the same quarter as the supervisory capital plan review, it would also 
limit the amount of time that a firm would have to prepare supporting 
documentation. The Federal Reserve intends to provide the first day 
letter to firms during the first quarter and firms will have additional 
time to provide supporting documentation after they submit their 
capital plans. In addition, the timing of the supervisory review of 
large and noncomplex firms will be separate from the comprehensive CCAR 
qualitative assessment in order to clarify the differences in the 
review to the public. For these reasons, the supervisory review of the 
capital plans of large and noncomplex firms will generally begin in the 
third quarter of the year.
2. Required Elements of Capital Plan Submission
    The proposal would have maintained the minimum elements of a 
capital plan outlined in the capital plan rule, but would have reduced 
the supporting documentation a large and noncomplex firm would have 
been required to be submit with its capital plan. Specifically, the 
proposal would have revised the instructions to Appendix A of the FR Y-
14A to remove the requirement that a large and noncomplex firm include 
in its capital plan submission certain documentation regarding its 
models, including any model inventory mapping document, methodology 
documentation, model technical documents, and model validation 
documentation. The preamble to the proposal noted that large and 
noncomplex firms would still be required to produce these materials 
upon request by the Federal Reserve based on the focus of the 
supervisory review of a large and noncomplex firm's capital plan.
    One commenter requested that the Board revise the minimum elements 
of a capital plan to require firms to submit only the summary portion 
of their capital plan and not submit the other components of the 
capital plan (capital policies, planned capital actions, capital 
planning process, etc.) In addition, commenters questioned whether the 
proposed revisions to the supporting documentation requirements would 
meaningfully reduce burden for large and noncomplex firms, as firms 
would continue to have to update and be prepared to produce the 
documentation upon request. Commenters recommended that the Board 
specify the documents it expects firms to maintain, identify the 
frequency with which documentation needs to be refreshed, and clarify 
the timeframe within which firms would be required to produce model-
related documentation.
    The final rule maintains the minimum elements of a capital plan, as 
these elements, such as a firm's capital policy and description of the 
firm's capital planning process, are important inputs into the 
supervisory assessment of the firm's capital plan regardless of whether 
the assessment occurs through CCAR or though the regular supervisory 
process. Furthermore, these elements enable the firm's board of 
directors to understand and approve of the firm's capital adequacy, 
capital planning processes, and capital-related decisions. The Board is 
also adopting the proposed revisions to the supporting documentation 
requirements, and intends to implement these revisions in a manner that 
will meaningfully reduce burdens for large and noncomplex firms. Large 
and noncomplex firms will no longer be expected to include this 
supporting documentation in the capital plans that are vetted by senior 
management and approved by the board of directors of the firm. In 
addition, the proposed process will inform firms of the proposed areas 
of focus and provide them lead time to provide requested documents, 
which will enable them to prioritize improvements in the Federal 
Reserve's areas of focus and reduce resource requirements for the 
firm's capital planning process.
3. Expectation for Model Risk Management for Large and Noncomplex Firms
    Commenters requested that the Board clarify its expectations for 
model documentation for large and noncomplex firms, and confirm that 
the model risk management guidance in SR Letter 11-7 is appropriate for 
large and noncomplex firms.\24\
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    \24\ See SR Letter 11-7, ``Guidance on Model Risk Management.'' 
(April 4, 2011), available at: https://www.federalreserve.gov/bankinforeg/srletters/sr1107.htm.
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    Large and noncomplex firms are expected to maintain documentation 
regarding the loss, revenue, and expense estimation models used for 
stress scenario analysis, and update that documentation to reflect 
revisions to the models.\25\ As described in SR Letter 15-19, the 
expectations for models are reduced for large and noncomplex firms as 
compared to large and complex and LISCC firms, including with respect 
to the granularity of projections, variable selection process, controls 
around the use of vendor models, and measures for assessing model 
performance.\26\ Commensurate with the reduced expectations for the use 
of models, expectations for model documentation are also lower for 
large and noncomplex firms, as compared to LISCC and large and complex 
firms.
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    \25\ See SR Letter 15-19.
    \26\ See SR Letter 15-19.
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    Regarding commenters' questions on the application of SR Letter 11-
7, the Board confirms that SR Letter 11-7 continues to apply to all 
firms, including large and noncomplex firms. SR Letter 15-19 was 
drafted to be consistent with the standards in SR Letter 11-7 and 
describes a particular application of SR Letter 11-7 for capital 
planning. As discussed in SR Letter 15-19, supervisory expectations for 
various aspects of capital planning processes, including model risk 
management, for large and noncomplex institutions differ from those for 
LISCC and large and complex firms. For example, while a large and 
noncomplex firm should independently validate or otherwise conduct 
effective challenge of estimation methods used in internal capital 
planning, it should prioritize those activities only for its material 
models. Other specific expectations around validation and effective 
challenge are also reduced relative to the expectations for LISCC and 
large and complex firms.\27\ Further, the tailored evaluation of model 
risk management at large and noncomplex firms means that the Federal 
Reserve generally does not expect the same level of sophistication and 
intensity of model risk management at large and noncomplex firms 
compared to LISCC and large and complex firms.
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    \27\ See SR Letter 15-19.
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4. Application of Market Shock and Large Counterparty Default Component
    Commenters requested that the Board specify that large and 
noncomplex firms would not be subject to the global market shock and 
large counterparty default components of the supervisory stress test. 
Currently, only firms with over $500 billion in total consolidated 
assets who are subject to the market risk rule are subject to the 
global market shock component, as such, no large and noncomplex firm 
could qualify for

[[Page 9312]]

inclusion in the global market shock component of the supervisory 
stress test.\28\ In addition, the Board did not propose to apply the 
global market shock component or the large counterparty default 
component to any large and noncomplex firm. Under the Board's stress 
test rules, the Board provides notice and an opportunity for response 
to firms that are subject to the large counterparty default component 
of the stress test.
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    \28\ Capital Assessments and Stress Testing information 
collection (FR Y-14A/Q/M; OMB No. 7100-0341), FR Y-14Q General 
Instructions. https://www.federalreserve.gov/reportforms/forms/FR_Y-14Q20161231_i.pdf.
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B. Identifying Large and Noncomplex Firms

    Under the proposed rule, a bank holding company would have been 
considered large and noncomplex if, as of December 31 of the calendar 
year prior to the beginning of the capital plan cycle, the firm had 
average total consolidated assets of at least $50 billion but less than 
$250 billion,\29\ total on-balance sheet foreign exposure of less than 
$10 billion, and average total nonbank assets of less than $75 billion. 
These firms would no longer have been subject to the provisions of the 
Board's capital plan rule whereby the Board may object to a capital 
plan on the basis of qualitative deficiencies in the firm's capital 
planning process.
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    \29\ The proposed rule would not have amended the existing 
methodology for determining average total consolidated assets under 
the capital plan rule. Under the capital plan rule, average total 
consolidated assets equals the amount of total assets reported on 
the bank holding company's Consolidated Financial Statements for 
Holding Companies (FR Y-9C), measured as an average over the 
preceding four quarters. If a bank holding company has not filed the 
FR Y-9C for each of the four most recent consecutive quarters, its 
total consolidated assets are measured as the average of its total 
consolidated assets, as reported on the FR Y-9C, for the most recent 
quarter or consecutive quarters, as applicable. See 12 CFR 
225.8(b)(2).
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    Some commenters recommended that the Board replace the proposed 
thresholds with measures the commenters viewed as being more 
comprehensive and risk-sensitive, such as the systemic risk indicator 
approach used to identify global systemically important bank holding 
companies (GSIBs), and further recommended that the Board apply the 
qualitative component of the CCAR assessment solely to firms identified 
as GSIBs. One commenter also argued that only firms identified as GSIBs 
should be considered large and complex. Another commenter recommended 
that the Board use a more discretionary, risk-based assessment to 
identify individual firms for a designation as large and complex.
    Firms that are identified as large and complex by the dollar 
thresholds, but are not GSIBs, still face risks or could present 
systemic risks that warrant enhanced capital planning expectations and 
greater supervisory oversight through the qualitative component of the 
CCAR assessment. Though a firm that exceeds the thresholds in the final 
rule but that is not a GSIB does not typically present the same level 
of systemic risk as a GSIB, these firms still tend to be interconnected 
with the financial system such that a material distress suffered by the 
firm could create economic disruption or spread quickly to similarly 
situated firms. Moreover, the qualitative component of the CCAR 
assessment and more detailed reporting requirements support greater 
supervisory oversight of these firms. In particular, CCAR and the 
related reporting requirements help to ensure that these firms are 
effectively identifying and managing risks that may arise in connection 
with their greater size and complexity or nonbanking operations in 
order to mitigate the possibility that these firms may experience 
material distress.
    The Board considered a range of factors, including size, complexity 
of operations, and interconnectedness with other financial 
institutions, when considering the applicability of the qualitative 
component of the CCAR assessment to large banking organizations, which 
allows the Board to assess the systemic risk and to promote the 
resiliency of these firms. Banking organizations with total 
consolidated assets in excess of $250 billion generally have more 
substantial systemic risk profiles and larger market shares in many 
sectors of the financial industry and in geographic regions. In 
particular, the significant types and volume of client services 
provided by such firms make it more likely that in the event that the 
firm were to experience distress or failure other market participants 
could have difficulty in absorbing and replacing all of those services, 
which may lead to significant disruption. Banking organizations of this 
size within the current population of firms also have the capacity and 
often tend to engage in more complex transactions that expose them to a 
broader range of risks, such as those resulting from transactions with 
a wide variety of counterparties, exposure to complex products and 
asset classes, and large trading portfolios.
    Commenters also provided specific views on the $10 billion foreign 
exposure threshold, which included a suggestion that the Board instead 
use the criteria for identifying U.S. GSIBs to define which firms are 
subject to the qualitative objection in the capital plan rule.
    As a general matter, firms with substantial foreign exposure tend 
to face risks that arise from maintaining numerous or significant and 
complex cross-border relationships that require knowledge of and 
cooperation with multiple jurisdictions. Large cross-border exposures 
also create greater challenges in recovery and resolution, increasing 
the need for firms with such a profile to maintain capital and capital 
planning practices that limit their probability of default or do not 
pose heightened risk to a firm. However, foreign exposures may also 
arise from business activities that are not as complex. For example, a 
firm may offer a simple, non-complex product such as consumer credit in 
multiple jurisdictions or have foreign exposures as a natural extension 
of its U.S.-based business that do not make the firm more complex or 
risky. As a result, a metric aimed at accounting for complexity that is 
based solely on the size of a firm's foreign exposures, in this 
context, may be over-inclusive. Including the GSIB requirement 
mitigates the potential that the proposed foreign exposure test may 
include firms that are not complex, while ensuring that the qualitative 
component of the CCAR assessment continues to apply to the most 
systemically important U.S. banking organizations.
    As explained above, the final rule retains the other two prongs of 
the definition as proposed. Accordingly, this modification has the 
effect of expanding the applicability of the proposed definition and 
thereby increasing the number of firms removed from the qualitative 
component of the CCAR Assessment. For the current population of bank 
holding companies that would have been identified as large and 
noncomplex under the proposal but for the size of their foreign 
exposure, the supervisory capital plan review for large and noncomplex 
firms should be sufficient. As noted, that process may include a firm-
specific review of particular capital planning practices, including 
management of risks arising specifically from foreign exposure. Under 
the final rule, the Board will retain the authority to take supervisory 
actions related to capital planning against large and noncomplex firms, 
including an action to address unsafe and unsound practices or 
conditions or violations of law, such as an unsafe and unsound capital 
planning process. In addition, the Board expects such firms to meet the 
capital planning standards

[[Page 9313]]

set forth in the capital plan rule and SR Letter 15-19.
    Several commenters questioned the proposed $75 billion nonbank 
asset threshold for determining whether a firm is considered large and 
noncomplex. One commenter argued that a higher nonbank asset threshold, 
specifically, one set at $100 billion, would be more appropriate and 
consistent with a provision in the Board's resolution plan rule 
(Regulation QQ) that permits a firm to submit a tailored resolution 
plan.\30\ Another commenter asserted that empirical data did not 
support the inclusion of a nonbank asset threshold as an appropriate 
indicator of a firm's systemic risk and that the total consolidated 
asset and foreign exposure thresholds adequately reflect a bank holding 
company's size, complexity, and riskiness to the financial system.
---------------------------------------------------------------------------

    \30\ See 12 CFR 243.4(a)(3).
---------------------------------------------------------------------------

    Commenters' suggestion that the Board use a $100 billion nonbank 
asset threshold in order to align with the threshold under Regulation 
QQ that permits a firm to submit a tailored resolution plan misstates 
the requirement and would result in a more stringent measure than the 
$75 billion nonbank asset threshold set forth in the proposal. 
Regulation QQ uses a two-part threshold based on nonbank assets to 
determine whether a firm is permitted to submit a tailored resolution 
plan. Specifically, this threshold permits a firm to submit a tailored 
resolution plan if the firm has less than $100 billion in nonbank 
assets and insured depository institution assets constitute at least 85 
percent of the firm's assets.\31\ Since a firm would also need to have 
less than $250 billion in total assets to be considered large and 
noncomplex under the final rule based on the total assets threshold, 
using the Regulation QQ measure would in effect result in a nonbank 
assets threshold of no greater than $37.5 billion. Accordingly, 
adoption of the same nonbank assets threshold used in Regulation QQ 
would represent a more stringent measure than the $75 billion nonbank 
asset threshold set forth in the proposal.
---------------------------------------------------------------------------

    \31\ See 12 CFR 243.4(a)(3).
---------------------------------------------------------------------------

    Commenters asserted that a threshold based on nonbank assets would 
not be an appropriate measure for determining whether a firm should be 
subject to heightened requirements under the capital plan rule, or that 
such a threshold should be set at a level higher than $75 billion. The 
Board, in developing the nonbank asset threshold, reviewed the risk 
profile of the current population of bank holding companies and the 
effects on U.S. financial stability associated with the distress or 
failure of large financial firms. A nonbank asset threshold of $75 
billion would separate out bank holding companies that are 
significantly engaged in activities outside the business of banking. 
Such activities may involve a broader range of risks and result in more 
interconnections with other financial institutions than those 
associated with purely banking activities, requiring sophisticated risk 
management and heightened capital planning standards. For example, bank 
holding companies with significant nonbank assets are generally engaged 
in financial intermediation of a different nature and magnitude (such 
as complex derivatives and capital markets activities like 
underwriting) than those typically conducted through an insured 
depository institution. Further, nonbank entities tend to be more 
vulnerable to funding runs, given that they generally rely to a greater 
degree on less stable forms of funding than insured depository 
institutions. In addition, the Board notes that, historically, the 
distress or failure of firms with significant nonbank assets has 
coincided with or increased the effects of significant disruptions to 
the stability of the U.S. financial system.\32\ The correlation between 
the distress of financial firms with significant nonbank assets and the 
disruption of the U.S. financial system, coupled with the additional 
complexities found in bank holding companies with large nonbank 
activities, supports the use of a nonbank asset threshold. A threshold 
of $75 billion represents a conservative level relative to historical 
experience and would help to ensure that heightened standards are 
applied to firms that engage in complex activities and have significant 
potential for disrupting the financial system. In addition, a threshold 
higher than $75 billion would exclude some firms with risk profiles 
that are significantly concentrated in riskier activities, particularly 
IHCs that engage in significant capital market activities. In 
particular, a higher threshold would exclude companies that engage in 
equities trading, prime brokerage, and investment banking activities, 
and therefore have risk profiles that are more similar to those of the 
most complex U.S. financial firms than to the risk profiles of the 
smaller, less complex BHCs.
---------------------------------------------------------------------------

    \32\ Examples include the near-failures of Wachovia (a bank 
holding company with $162 billion in nonbank assets as of September 
30, 2008) and of Long Term Capital Management (a hedge fund with 
$125 billion in assets as of August 31, 1998).
---------------------------------------------------------------------------

    One commenter requested that the Board clarify whether a firm 
considered to be part of the LISCC portfolio that reduces its size or 
complexity to meet the criteria for a large and noncomplex firm would 
be subject to the qualitative component of the CCAR assessment. The 
commenter also asked the Board to clarify whether a firm that qualified 
as a large and complex firm due to the nonbank asset threshold would be 
subject to the supervisory expectations set forth in SR Letter 15-18 or 
SR Letter 15-19.\33\
---------------------------------------------------------------------------

    \33\ See SR Letter 15-19.
---------------------------------------------------------------------------

    Under the final rule, a LISCC firm that is a large and noncomplex 
firm would no longer be subject to the qualitative component of the 
CCAR assessment or the provisions of the capital plan rule whereby the 
Board may object to the firm's capital plan; however, the firm would 
remain subject both to the Board's highest expectations for capital 
planning as set forth in SR Letter 15-18 and to ongoing supervisory 
scrutiny of its capital planning practices.\34\ The Board would, 
however, evaluate whether the firm's activities and risk profile 
continued to warrant the LISCC designation.\35\ Non-LISCC firms that 
qualify as large and complex as a result of the nonbank asset threshold 
would be subject to the supervisory expectations in SR Letter 15-
18.\36\
---------------------------------------------------------------------------

    \34\ See SR Letter 15-18.
    \35\ For a foreign banking organization, such an evaluation 
would include consideration of the banking organization's branch and 
agency network.
    \36\ ``The public nature of the CCAR process and disclosure of 
the results of the Federal Reserve's qualitative assessment helps to 
ensure that LISCC firms and large and complex firms maintain focus 
on ensuring that their practices are consistent with the Federal 
Reserve's capital planning expectations articulated in SR Letter 15-
18.'' 81 FR 67239 (30 September 2016) Further, the Board is amending 
the applicability thresholds in SR Letters 15-18 and 15-19 to 
reflect the definition of a large and noncomplex firm set forth in 
the final rule.
---------------------------------------------------------------------------

    The Board is accordingly adopting the proposed total consolidated 
asset and nonbank asset thresholds to define a large and noncomplex 
firm without modification. However, because the thresholds are based on 
static measures of size and nonbank assets, the Board will periodically 
re-assess the appropriateness of the thresholds for purposes of the 
requirements of the capital plan and stress test rules to ensure they 
remain suitable indicators for measuring complexity and risk.

[[Page 9314]]

C. Measurement and Reporting of Average Total Nonbank Assets

1. General Approach to Measuring Nonbank Assets
    The proposed rule set forth a methodology for calculating nonbank 
assets for purposes of the $75 billion nonbank asset threshold. The 
measure of nonbank assets would have included the assets of all nonbank 
subsidiaries, any direct equity investments in unconsolidated nonbank 
entities held by the parent, and any nonbanking Edge Act subsidiaries. 
Beginning on March 31, 2017, bank holding companies with $50 billion or 
more in total consolidated assets would be required to report their 
nonbank assets on the FR Y-9LP on new line item 17 of PC-B Memoranda, 
in accordance with the proposed instructions to that form. \37\ For 
purposes of the capital plan cycle beginning January 1, 2017, firms 
would use the FR Y-9LP to determine their average total nonbank assets 
for purposes of the final rule,\38\ according to the calculation 
methodology described in the proposal.\39\
---------------------------------------------------------------------------

    \37\ Specifically, nonbank assets are defined to include assets 
of consolidated nonbank subsidiaries, whether held directly or 
indirectly or held through lower-tier holding companies, and a bank 
holding company's direct investments in unconsolidated nonbank 
subsidiaries, associated nonbank companies, and those nonbank 
corporate joint ventures over which the bank holding company 
exercises significant influence (collectively, ``nonbank 
companies''). Nonbank companies would exclude (i) all national 
banks, state member banks, state nonmember insured banks (including 
insured industrial banks), federal savings associations, federal 
savings banks, and thrift institutions (collectively, ``depository 
institutions'') and (ii) except for an Edge or Agreement Corporation 
designated as ``Nonbanking'' in the box on the front page of the 
Consolidated Report of Condition and Income for Edge and Agreement 
Corporations (FR 2886b), any subsidiary of a depository institution 
(``depository institution subsidiary''). All intercompany assets 
among the nonbank companies should be eliminated from the measure of 
nonbank assets, but all assets with the reporting bank holding 
company; any depository institution; and any depository institution 
subsidiary should be included.
    \38\ The $75 billion average total nonbank asset threshold is 
the average of the total nonbank assets of a holding company, 
calculated in accordance with the instructions to the FR Y-9LP, for 
the four most recent consecutive quarters or, if the bank holding 
company has not filed the FR Y-9LP for each of the four most recent 
consecutive quarters, for the most recent quarter or consecutive 
quarters, as applicable.
    \39\ As described in the proposal and adopted as final, for 
purposes of the capital plan cycle beginning January 1, 2017, 
average total nonbank assets under the proposal would have equaled 
(i) total combined nonbank assets of nonbank subsidiaries, as 
reported on line 15a of Schedule PC-B of the Parent Company Only 
Financial Statements for Large Holding Companies (FR Y-9LP) as of 
December 31, 2016; plus (ii) the total amount of equity investments 
in nonbank subsidiaries and associated companies as reported on line 
2a of Schedule PC-A of the FR Y-9LP as of December 31, 2016, (except 
that any investments reflected in (i) may be eliminated); plus (iii) 
assets of each Edge and Agreement Corporation, as reported on the 
Consolidated Report of Condition and Income for Edge and Agreement 
Corporations (FR 2886b) as of December 31, 2016, to the extent such 
corporation is designated as ``Nonbanking'' in the box on the front 
page of the FR 2886b; minus (v) assets of each federal savings 
association, federal savings bank, or thrift subsidiary, as reported 
on the Call Report as of December 31, 2016.
---------------------------------------------------------------------------

    Commenters suggested certain changes to the nonbank asset measure. 
For instance, commenters suggested that the Board exclude bank-
permissible assets or cash and high-quality liquid assets held in 
nonbank entities. Commenters also suggested removing from the 
calculation intangible assets that are deducted from regulatory capital 
pursuant to the Board's regulatory capital rules.
    The proposal defined nonbank assets to include all assets held by 
nonbank entities, regardless of the type of asset, in order to quantify 
the scale of a firm's nonbanking activities. This measure of nonbank 
activities would have included all assets in nonbank entities because 
those entities are permitted to conduct a wide range of complex 
activities, and assets held by those entities, including those that 
present low inherent risk, may be used in connection with complex 
activities, including prime brokerage or other trading activities. The 
proposal focused on the overall amount of nonbank activities because of 
the need for supervisory scrutiny of those activities when performed 
outside a banking entity. In addition, as noted above, asset measures 
are relatively simple and transparent measures of a firm's nonbank 
activities, and exclusion of specific assets based on risk could 
undermine the transparency of the measure. Accordingly, the final rule 
defines nonbank assets to include all assets of a nonbank subsidiary, 
regardless of type.
    The Board requested comment on whether the rule should permit firms 
to net intercompany exposures among nonbank subsidiaries for purposes 
of the measurement of nonbank assets for the 2017 capital plan cycle. 
Commenters expressed support for permitting firms to net intercompany 
assets between nonbank subsidiaries, and also requested that the Board 
permit a firm to exclude a broader set of intercompany assets from the 
nonbank measure, including exposures between a nonbank subsidiary and a 
foreign parent holding company, if any, and non-U.S. affiliates. The 
final rule would permit a firm to net intercompany exposures among 
nonbank subsidiaries for purposes of measuring nonbank assets for the 
2017 cycle, in order to avoid double counting those assets. However, 
the final rule would not permit a firm to net intercompany assets 
between a nonbank company and an affiliate whose assets are not 
included in the nonbank asset measure, as the concern of double 
counting is not present in this case.
    Commenters also requested technical clarifications on the nonbank 
assets measure for purposes of the capital plan cycle beginning January 
1, 2017. For instance, commenters requested that the Board clarify that 
the ``Investments in nonbank subsidiaries'' in line item 2.a reflects 
the underlying assets of those nonbank subsidiaries. Commenters also 
requested that the Board clarify whether the elimination of investments 
in line item 15a from line item 2a is intended to avoid double counting 
nonbank assets, because line item 15a of Schedule PCB reflects the 
underlying assets of a firm's nonbank subsidiaries. As described in the 
instructions to the FR Y-9LP, investments in nonbank subsidiaries 
should reflect the total amount of equity investments in nonbank 
subsidiaries and associated companies under the equity method of 
accounting, as prescribed by U.S. generally accepted accounting 
principles. The Board is hereby clarifying that for purposes of the 
capital plan cycle that began on January 1, 2017, the elimination of 
investments in nonbank subsidiaries that are reflected in line 2a of 
Schedule PC-A was intended to eliminate double counting in the measure.
    Commenters also provided views on the frequency of the calculation 
of the proposed nonbank asset measure on FR Y-9LP. The proposal 
requested views on whether the proposed nonbank asset measure should be 
calculated on a daily, weekly, or monthly basis. Commenters requested 
that the Board finalize the calculation on a monthly basis, and 
indicated that monthly calculation would provide the necessary 
information without further burdening firms. Consistent with the 
comments, the final revision to the FR Y-9LP will require firms to 
perform the calculation on a monthly basis. The new line item will be 
reported quarterly on the FR Y-9LP and reflect the average nonbank 
assets measure for that quarter. The initial filing of the line item 
should be the actual amount as of December 2016, not a four-quarter 
average.

D. Lowering the de Minimis Exception Amount for All Bank Holding 
Companies

    The de minimis exception in the capital plan rule allows a well-
capitalized bank holding company to

[[Page 9315]]

distribute small, additional amounts of capital above those approved in 
its capital plan, without the need for a complete re-assessment of the 
bank holding company's capital plan. The proposal would have reduced 
the de minimis exception from 1.00 percent to 0.25 percent of a bank 
holding company's tier 1 capital in order to ensure that the de minimis 
exception serves its intended purpose, which is to provide flexibility 
for well-capitalized bank holding companies to respond to unanticipated 
events that improved a bank holding company's capital levels.
    Commenters argued that the Federal Reserve should maintain the 
current de minimis amount of 1.00 percent in order to permit firms to 
address unforeseen events, such as changes in economic conditions, 
market disruptions, or mergers and acquisitions. Commenters noted that 
the Board already has the capacity to require changes or object to a de 
minimis capital distribution request within a 15-day period. Commenters 
also asserted that it is not clear that firms that have relied on the 
de minimis exception under the current rule have fallen below prudent 
capital levels or otherwise become more vulnerable to financial 
distress.
    As described in the proposal, the Board has observed a pattern of 
certain bank holding companies using the de minimis exception to 
increase their common stock repurchases by the maximum amount allowed 
under the exception, even in the absence of unforeseen circumstances. 
For example, since July 1, 2016, the start of the first quarter 
subsequent to the publication of the results of CCAR 2016, the Federal 
Reserve has received de minimis requests from 13 of the 25 U.S. bank 
holding companies that participated in CCAR 2016. Ten of these firms 
provided requests in excess of 0.75 percent of the firm's tier 1 
capital. Some firms have increased their common stock repurchases by 
approximately 30 percent above the amount that had been approved in 
their capital plans six months prior. The Federal Reserve reviewed the 
circumstances associated with these additional capital distributions, 
and this review indicated that certain firms may be treating the de 
minimis exception as an add-on to approved common stock distributions 
under the bank holding company's capital plan, rather than to address 
unanticipated events. While these distributions have not resulted in 
any given firm's capital levels falling below prudent capital levels to 
date, they call into question the strength of a firm's capital planning 
practices, as requesting additional distributions that do not directly 
respond to unanticipated events suggests some firms may not have a 
rigorous capital planning process.
    Commenters also requested that the Board consider allowing a firm 
to continue to make de minimis distributions equal to or less than 1.00 
percent of tier 1 capital if the firm demonstrates capital ratios above 
those submitted in its baseline scenario projections, therefore 
allowing the firm to maintain its target capital ratios. Firms submit 
baseline projections of their capital ratios to the Federal Reserve as 
part of the capital plan submission: These are referred to as the BHC 
baseline scenario projections. The Board's current standards for 
reviewing a de minimis distribution request already account for a 
firm's performance relative to expected conditions, but do not include 
a requirement for the distribution to respond to an unanticipated event 
that improves a firm's capital levels.
    One commenter requested that the Board provide an exemption from 
the lower de minimis exception amount for IHCs, as IHCs are closely 
held and thus less likely than public companies to face external 
pressure to engage in additional capital distributions to meet the 
demand of shareholders. Further, the commenter asserted that these 
firms are more likely to keep capital distributed from an IHC within 
the larger banking organization. As described above, the intended 
purpose of the de minimis exception is to provide flexibility for well-
capitalized bank holding companies to distribute small, additional 
amounts of capital without the need for a complete re-assessment of the 
firm's capital plan, a consideration that applies equally to IHCs as 
well as to publicly traded companies, and is not dependent on whether 
distributions are made to parent companies or third-party shareholders. 
Like U.S.-domiciled bank holding companies, IHCs would maintain the 
ability under the capital plan rule to submit requests for Board 
approval of additional capital distributions.\40\
---------------------------------------------------------------------------

    \40\ See 12 CFR 225.8(g)(4).
---------------------------------------------------------------------------

    In addition, commenters requested that the Board delay finalization 
of the proposed change to the de minimis exception until after the 
Board completes its broad retrospective review of the capital planning 
and stress-testing frameworks. As noted, the Federal Reserve has 
observed that many firms are using the de minimis exception in a manner 
that may undermine the credibility of a firm's capital plan. 
Accordingly, it is important to implement this proposed change for this 
capital planning cycle to strengthen firms' capital planning processes. 
The Board will consider any necessary harmonization in developing 
proposed revisions to the capital plan and stress test rules, which 
would be issued through the notice and comment process.
    For all these reasons, the Board is adopting the proposed change to 
the de minimis amount, from 1.00 percent to 0.25 percent of tier 1 
capital, without modification. Firms will still be able to execute 
capital distributions consistent with meeting their targeted capital 
ratios as part of the next capital planning cycle. For example, firms 
can address small fluctuations in capital levels by providing prior 
notice that the firms intend to use the de minimis exception to 
distribute additional capital.\41\ In addition, the final rules retains 
the ability for firms to submit requests for larger amounts of capital 
distributions beyond those included in the firm's capital plan with the 
Board's prior approval.\42\
---------------------------------------------------------------------------

    \41\ The Board reminds firms that it generally expects a firm to 
obtain approval from its board of directors before it provides 
notice of a proposed de minimis transaction.
    \42\ See 12 CFR 225.8(g)(4).
---------------------------------------------------------------------------

    As noted in the proposal, one important factor in the Board's 
decision on a capital distribution request is the size and complexity 
of the bank holding company making the request. All else equal, a 
capital distribution request from a LISCC or large and complex firm 
would likely require stronger justification than a request from a large 
and noncomplex firm. For instance, a request from a LISCC or large and 
complex firm directly related to an unforeseeable event at the time of 
the last capital plan submission that has a positive expected impact on 
current or future capital ratios would likely require more supporting 
evidence (for instance, updated stress test results) than a similar 
request from a large and noncomplex firm. This difference reflects the 
Federal Reserve's elevated expectations for capital planning at LISCC 
and large and complex firms, where any revision to a firm's capital 
plan to increase capital distributions following the qualitative 
component of the CCAR assessment requires strong evidence and support.

E. Blackout Period for the de Minimis Exception and Requests for 
Approval To Make Additional Distributions Not Included in a Bank 
Holding Company's Capital Plan

    The proposal would have established a one-quarter ``blackout 
period'' during the second quarter of a calendar year,

[[Page 9316]]

when each firm submits its updated capital plan and while the Board is 
conducting CCAR to review that capital plan. During this blackout 
period a bank holding company would not have been able to submit a 
notice regarding its intention to use the de minimis exception or 
submit a request for prior approval for additional capital 
distributions. Under the proposal, a bank holding company seeking to 
make capital distributions in the second quarter of a calendar year in 
excess of the amount described in the capital plan for which a non-
objection was issued would have been required to submit a notice to use 
the de minimis exception by March 15 or submit a request for prior 
approval for incremental capital distributions that do not qualify for 
the de minimis exception by March 1 and reflect the additional 
distributions in its capital plan. The proposed blackout periods were 
expected to be effective for CCAR 2017.
    Commenters questioned the need for the proposed blackout period for 
incremental distribution requests during the second quarter. For 
instance, commenters noted that the Board can already stop or impose 
restrictions on inappropriate distributions requested either under the 
de minimis exception or the additional distributions not included in a 
firm's approved capital plan. Commenters also requested the removal of 
the blackout period for IHCs to allow these firms to freely distribute 
capital or liquidity to their FBO parent as may be necessary to support 
the safety and soundness of the entire organization.
    The proposed blackout period was intended to ensure that the 
Board's analysis in CCAR would represent a comprehensive and current 
evaluation of the bank holding company's capital adequacy. To the 
extent an unanticipated event arises, the Board generally expects that 
a firm could provide notice or seek approval in the third quarter, 
following the CCAR assessment. Were an exigent circumstance to arise 
(for example, one similar to the circumstance contemplated by 
commenters regarding distributions by an IHC to support the safety and 
soundness of the broader foreign banking organization), the firm could 
determine that there had been or will be a material change in the 
firm's risk profile, financial condition, or corporate structure since 
the bank holding company last submitted the capital plan, and resubmit 
its capital plan.\43\
---------------------------------------------------------------------------

    \43\ 12 CFR 225.8(e)(4).
---------------------------------------------------------------------------

    Commenters also requested that the Board allow firms to request 
additional capital distributions for business activities, such as 
mergers and acquisitions or acquiring troubled assets in times of 
market disruptions, during the second quarter. With respect to mergers 
and acquisitions and similar predictable actions, firms should be 
planning in advance for business changes and ensure that the change is 
reflected in the firm's capital plan. In addition, if a firm is 
changing its business activities, the capital impact of the business 
change should be examined as part of the evaluation of a firm's capital 
plan to ensure the new entity is adequately capitalized.
    The blackout period facilitates the sound assessment of firms' 
capital plans because it allows the assessment to be based on 
information that is as accurate and complete as possible. Accordingly, 
a firm should include all distributions it intends to make during the 
projection horizon to allow for a comprehensive analysis of 
distributions in CCAR. In the absence of this modification, the Federal 
Reserve's analysis in CCAR may not in all cases represent a 
comprehensive evaluation of the bank holding company's capital adequacy 
and the appropriateness of the bank holding company's planned capital 
actions in CCAR, potentially limiting the effectiveness of the 
evaluation. Moreover, firms should be able to plan the capital 
distributions for the quarter that CCAR is being conducted and include 
those planned distributions in their CCAR exercise. As noted above, a 
firm that experiences unanticipated events that materially change its 
risk profile, financial condition, or corporate structure during the 
second quarter must resubmit its capital plan for review, and based on 
the circumstances of the transaction and prevailing market conditions, 
the Board may expedite its review of the resubmitted capital plan. The 
Board is finalizing this aspect of the proposal without change.

F. Implementation of Modified Reporting Requirements

    The proposal would have modified the series of reports used to 
support supervisory stress testing to reduce burdens for large and 
noncomplex firms. The series of reports, the Capital Assessments and 
Stress Testing Report (FR Y-14 series of reports; OMB No. 7100-0341), 
consists of three reports: the semi-annual FR Y-14A, the quarterly FR 
Y-14Q, and monthly FR Y-14M. Commenters were generally supportive of 
the proposed revisions to the reporting forms, while providing views on 
specific revisions, as discussed below.
1. Increased Materiality Thresholds
    First, the proposal would have increased the materiality thresholds 
for filing schedules on the FR Y-14Q report and the FR Y-14M report for 
large and noncomplex firms. The FR Y-14 instructions currently define 
material portfolios as those with asset balances greater than $5 
billion or asset balances greater than five percent of tier 1 capital, 
each measured as an average for the four quarters preceding the 
reporting quarter.\44\ The proposal would have revised the FR Y-14's 
definition of a ``material portfolio'' for large and noncomplex firms 
to mean a portfolio with asset balances greater than either (1) $5 
billion or (2) 10 percent of tier 1 capital, each measured as an 
average for the four quarters preceding the reporting quarter.\45\ The 
preamble to the proposal noted that, in modeling losses on these 
portfolios for large and noncomplex firms, the Federal Reserve intended 
to apply the median, rather than 75th percentile, loss rate from 
supervisory projections based on the firms that reported data, so as 
not to discourage firms from using the increased threshold for 
materiality.
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    \44\ Respondents have the option to complete the data schedules 
for immaterial portfolios.
    \45\ The four-quarter average percent of tier 1 capital is 
calculated as the sum of the firm's preceding four quarters of 
balances subject to the particular materiality threshold divided by 
the sum of the firm's preceding four quarters of tier 1 capital.
---------------------------------------------------------------------------

    While commenters were supportive of the proposal's goal of 
increasing materiality thresholds, they argued that the 10 percent 
materiality threshold was too low to substantially reduce reporting 
burdens. However, increasing the materiality threshold to 10 percent of 
tier 1 capital would relieve burden on a number of firms. For example, 
the Board found that the number of firms required to submit a 
particular Y-14M sub-schedule fell from 20 to 12 under the new 
threshold.\46\ A higher threshold would not be appropriate as losses on 
a portfolio that represents more than 10 percent of the firm's tier 1 
capital could have a material effect on a firm's capital position. 
Accordingly, the final rule provides that the definition of a 
``material portfolio'' for large and noncomplex firms is a portfolio 
with asset balances greater than either (1) $5 billion or (2) 10 
percent of tier 1 capital, each measured as an average for the four 
quarters preceding the reporting quarter. This revised definition will 
be effective

[[Page 9317]]

beginning with the first ``as-of'' date after the final rule has become 
effective.
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    \46\ Analysis was performed as of March 31, 2016 reporting.
---------------------------------------------------------------------------

    Some commenters requested that the Board also apply the median loss 
rate to immaterial portfolios held at large and complex firms, instead 
of a loss rate equal to the 75th percentile among firms that report 
data to the Federal Reserve. In order to avoid discouraging firms from 
reporting a portfolio as immaterial, the final rule applies the median 
loss rate on immaterial portfolios held at all firms subject to the 
supervisory stress test.
    In addition, a commenter requested that the Board exempt a firm 
from reporting historical data on a portfolio if the portfolio 
currently meets the materiality threshold but did not meet the 
materiality threshold in the past. Historical data is required for 
stress testing modeling purposes, and, for schedules that require 
submission of historical data, firms must continue to submit complete 
historical data for material portfolios even if the portfolios did not 
meet the materiality threshold during the entire historical period.
2. Revisions to the FR Y-14A
    Under the proposal, large and noncomplex firms would no longer have 
been required to complete several elements of the FR Y-14A Schedule A 
(Summary).\47\ Under the proposal, a large and noncomplex firm could 
have adopted these changes for the FR Y-14A report as of December 31, 
2016, or as of June 30, 2017. Commenters were generally supportive of 
the proposal to modify the reporting requirements for large and 
noncomplex firms, observing that removing the requirements would reduce 
the resources needed to prepare the capital plan and alleviate concerns 
of an adverse supervisory finding that a capital plan is incomplete 
based on a failure to provide documentation. Commenters suggested that 
the Board also consider removing additional requirements to report 
certain schedules or sub-schedules of the Y-14A for all or specific 
groups of firms subject to the capital plan rule. In particular, 
commenters requested that the Board remove schedules that collect 
detailed information on a firm's retail repurchase exposure and 
projections of retail repurchase exposure, estimates of expected and 
stressed retail loan balances and loss projections, granular detail on 
a firm's revenue streams, and projections of the firm's expected 
regulatory capital over a five year horizon.\48\ However, all of these 
schedules will continue to be used to produce either the Dodd-Frank Act 
stress test estimates or as part of the qualitative capital plan 
assessment (either through the qualitative component of the CCAR 
assessment for LISCC and large and complex firms or through the annual 
supervisory review for large and noncomplex firms). The Federal Reserve 
reviews the items required to be reported in the FR Y-14 series of 
reports on an ongoing basis, and may propose additional changes in the 
future to further reduce burdens associated with these reporting 
requirements or in connection with updates to stress-test projections. 
The Board also continues to engage with the OCC and FDIC to promote 
consistency among amendments to reporting forms.
---------------------------------------------------------------------------

    \47\ These would have included the Securities OTTI methodology 
sub-schedule, Securities Market Value source sub-schedule, 
Securities OTTI by security sub-schedule, the Retail repurchase sub-
schedule, the Trading sub-schedule, Counterparty sub-schedule, and 
Advanced RWA sub-schedule. A large and noncomplex firm would be 
required to report line item 138 of the income statement, as that 
line item is currently derived from the retail repurchase sub-
schedule. The revised instructions for the FR Y-14A Summary schedule 
reporting form are available on the Board's public Web site.
    \48\ Specifically, commenters requested that the Board remove 
the requirements to report Schedule G Retail Repurchase Exposure, 
Schedule A.2.a Retail Balance and Loss Projections and Schedule 
A.7.c PPNR Metrics, Schedule D, Regulatory Capital Transitions, and 
Summary--Retail repurchase sub-schedule (A.2.b).
---------------------------------------------------------------------------

    The Board did not propose any changes to the Y-14A reporting 
requirements related to the adverse scenario, but commenters also 
suggested that the Federal Reserve reduce the reporting requirements 
for the adverse scenario, and some commenters requested that the 
Federal Reserve remove the requirement to perform a stress test in the 
adverse scenario. Pursuant to the Dodd-Frank Act, firms are required to 
perform the stress test under three scenarios: baseline, adverse, and 
severely adverse.\49\ In addition, the Board is not changing the 
requirement that firms report the results of the adverse scenario 
because these results inform the qualitative capital plan review, as 
well as the Board's macroeconomic assessments of the ability of firms 
to withstand a variety of economic conditions.
---------------------------------------------------------------------------

    \49\ See 12 U.S.C. 5365(i).
---------------------------------------------------------------------------

3. Other Comments Received Regarding Regulatory Reporting
    Commenters also requested that the Federal Reserve require the 
firms to report the FR Y-14M on a quarterly, rather than monthly, 
basis. Moving to quarterly reporting of the FR Y-14M would 
substantially affect the quality and usability of the data for loss 
projections. As such, the final rule does not modify the reporting 
period for the FR Y-14M.
    A commenter also requested that the Board increase the edit check 
thresholds for the FR Y-14 and increase the ``permanent closure 
option'' for edit checks. The current edit check thresholds and 
permanent closure of edit checks are varied and have been determined on 
a case-by-case basis depending on the data item to which the edit check 
pertains. Given the disparate nature of the data items being collected, 
it would be inappropriate to create uniform minimum thresholds across 
all schedules. The Board will continue to work with the firms and the 
modeling teams to review the appropriateness of edit checks and will 
consider feedback regarding specific edits on a case-by-case basis with 
the objective of improving the edit checks or reducing the burden of 
the edit check process.
    Commenters requested that the Federal Reserve undertake a periodic, 
full-scale review of the data required in the FR Y-14 submissions. The 
Federal Reserve regularly reviews the required elements of the FR Y-14 
submissions, as demonstrated by this rule, and will continue to review 
the requirements to ensure they are appropriate.
    For the reasons described above, the Board is finalizing the 
revision to the FR Y-14 as proposed, and will continue to review the FR 
Y-14 reporting requirements to identify areas for further burden 
reduction.

G. Alignment of Initial Application of Capital Plan and Stress Test 
Rules and Extension of Onboarding Period for Regulatory Reporting 
Requirements

    The proposal would have aligned the provisions for the capital plan 
and stress test rules that determine when a firm that crosses the 
threshold of with $50 billion in total consolidated assets must 
initially comply with the capital plan rule (subparts E and F of the 
Board's Regulation YY, hereafter subparts E and F) and would have 
provided additional time before the application of these requirements 
for bank holding companies that cross the $50 billion asset threshold 
close to the April 5 capital plan submission and stress test date. The 
capital plan rule provides that a bank holding company that crosses the 
$50 billion asset threshold on or before December 31 of a calendar year 
must submit a capital plan by April 5 of the following year. Under the 
proposal, the cutoff date for the capital plan rule would be moved to 
September 30, such that a firm that crosses the $50 billion asset 
threshold in the fourth quarter of a calendar year would not have been 
required to submit a capital plan until

[[Page 9318]]

April 5 of the second year after it crosses the threshold.
    The proposal also would have aligned the cutoff date for initial 
application of the stress test rules in subparts E and F with the 
proposed September 30 cutoff date for the initial application of the 
capital plan rule. Under the stress test rules, a bank holding company 
that crosses the $50 billion asset threshold before March 31 of a given 
year becomes subject to the stress test rules under subparts E and F 
beginning in the following year, and accordingly, may have only nine 
months before its first stress test under these subparts. Under the 
proposal, a bank holding company would have become subject to the 
stress test rules in subparts E and F in the year following the first 
year in which the bank holding company submitted a capital plan. As a 
result, a firm would have had at least a year before it would have been 
subject to its initial stress tests under subparts E and F.\50\
---------------------------------------------------------------------------

    \50\ Providing this extension would also have the effect of 
allowing firms that cross the $50 billion in the fourth quarter of a 
given year as much as a year and a half before they are required to 
submit their first capital plan, and two and a half years before 
they are subject to the stress tests under subparts E and F. This 
extended period would allow for the significant investments firms 
must make to meet these requirements and account for the fact that 
these firms would continue to be subject to prudential supervision 
during the transition period.
---------------------------------------------------------------------------

    The proposal would also have provided an extended onboarding period 
for regulatory reporting requirements for a bank holding company after 
it first crosses the $50 billion asset threshold. Currently, a bank 
holding company that crosses the $50 billion asset threshold must 
prepare FR Y-14M reports as of the end of the month in which it crosses 
the threshold, and must submit its first FR Y-14M within 90 days after 
the end of the month (at which time, data for the three intervening 
months is due). For example, if a firm crosses the threshold as of 
September 30, 2017 the firm is required to submit data for the months 
of September, October, and November 2017 at the end of December 2017. 
The proposal would have required a bank holding company to begin 
preparing its initial FR Y-14M as of the end of the third month after 
the bank holding company first meets the $50 billion asset threshold 
(rather than as of the month in which the bank holding company crosses 
the threshold) and to submit its first FR Y-14M within 90 days after 
the end of that month (at which time, data for the three intervening 
months would be due). For example, under the proposal, a bank holding 
company that crosses the $50 billion asset threshold as of September 
30, 2017, would have been required to prepare its initial FR Y-14M 
report as of December 2017, and file its FR Y-14M reports for December 
2017, January 2018, and February 2018 in March 2018. A bank holding 
company would have continued to prepare its FR Y-14Q report as of the 
end of the first quarter after it initially crosses the threshold.
    Commenters were generally supportive of the modifications to the 
initial applicability of the capital plan and stress test rules, as the 
changes would simplify the application of the capital plan and stress 
test rules and allow for a more orderly onboarding process for new FR 
Y-14 filers. One commenter further requested that a newly formed IHC be 
provided an additional year after becoming subject to the capital plan 
rule prior to being subject to a qualitative objection to its capital 
plan. As the Board has previously indicated, newly formed IHCs will be 
evaluated under the same process used to evaluate all new entrants into 
the stress testing program.\51\ This process includes a year of capital 
plan review including a more limited quantitative assessment of the 
IHC's capital plan based on the company's own stress scenario and any 
scenarios provided by the Board and a qualitative assessment of the 
firm's capital planning processes and supporting practices. The Board 
recognizes the challenges that a company new to the CCAR process will 
face, and expects that the company will continue to work to enhance its 
capital planning systems and processes to meet supervisory expectations 
subsequent to its first capital plan submission.\52\
---------------------------------------------------------------------------

    \51\ 79 FR 64026, 64037 (October 27, 2014).
    \52\ See id.
---------------------------------------------------------------------------

    In addition, commenters requested that a large and noncomplex firm 
that crosses the total consolidated asset or nonbank assets threshold 
or is identified as a U.S. GSIB and becomes a large and complex firm 
under the capital plan rule be provided a transition year before 
becoming subject to the qualitative component of the CCAR assessment 
and objection. As the thresholds for becoming a large and complex firm 
are calculated either on a four-quarter average or as of year-end, a 
firm should be able to anticipate whether it will become a large and 
complex firm and prepare to meet the heightened expectations set forth 
in SR Letter 15-18, as implemented by the CCAR qualitative review. 
Accordingly, the Board is finalizing the modifications to the initial 
applicability of the capital plan and stress test rules as proposed.

H. Continued Application of CCAR for LISCC Firms and Large and Complex 
Firms

    For LISCC firms and large and complex firms, the proposal would 
have maintained the current comprehensive assessment of capital 
planning processes, including the qualitative objection to a firm's 
capital plan.\53\ The proposal included a modification to the capital 
plan rule's qualitative objection criteria for LISCC firms and large 
and complex firms to better align with the Federal Reserve's focus 
during the CCAR supervisory assessment. Specifically, the proposal 
provided that the Board may object to a the capital plan of a LISCC 
firm or large and complex firm if, among other factors, the 
methodologies and practices that support the bank holding company's 
capital planning process are not reasonable or appropriate (emphasis 
added). The current rule instead provided a basis for objection if the 
bank holding company's methodologies for reviewing its capital adequacy 
process are not reasonable or appropriate (emphasis added). This 
modification was intended to clarify the current scope of the 
qualitative component of the CCAR assessment and the areas of focus in 
the review of the capital plan of a LISCC firm or a large and complex 
firm. The Board did not receive comments on this aspect of the 
proposal, and is finalizing as proposed.
---------------------------------------------------------------------------

    \53\ As noted above, a LISCC firm that qualifies as a large and 
noncomplex firm no longer would be subject to the qualitative 
component of the CCAR assessment or objection under the final rule. 
No current LISCC firm qualifies as a large and noncomplex firm at 
this time.
---------------------------------------------------------------------------

III. Other Amendments to the Capital Plan and Stress Test Rules

A. Revisions to the Time Period From Which the Market Shock ``as-of'' 
Date May Be Selected

    The proposal would have allowed the Board to select any date 
between October 1 of the prior year and March 1 of the year of the 
stress test cycle for the as-of date of the global market shock. Bank 
holding companies subject to the trading and counterparty component 
would be notified within two weeks of the selected as-of date for the 
global market shock, to enable the bank holding company to preserve 
trading and counterparty exposure data from the as-of date. Under the 
proposal, this change would take effect for the 2018 stress test cycle.
    Commenters generally agreed with this aspect of the proposal, and 
the Board is finalizing it as proposed. However, some commenters 
requested

[[Page 9319]]

further clarifications about the proposal. Commenters requested that 
the Federal Reserve confirm that firms will continue to be permitted to 
use data from weekly internal risk reporting data for the week of the 
chosen as-of date. In addition, commenters requested that the Board 
clarify whether the reporting deadlines for schedules that are related 
to the market shock will remain the same. Finally, commenters requested 
that the Federal Reserve provide the market shock scenario at the same 
time or soon after selecting the market shock date.
    In response, the Board is confirming that the final rule will not 
change the Federal Reserve's practice of allowing firms to use the data 
from weekly internal risk reporting and does not change the reporting 
deadlines for the reporting schedules related to the market shock. The 
Board will continue to provide the scenario to firms as soon as it is 
finalized, although the Board must strike a balance between providing 
the firms with enough time to compute their stress test results and 
producing scenarios that are reflective of salient risks in the market.

B. Removal of Obsolete Provisions

    In 2014, the Federal Reserve adjusted the capital planning and 
stress test cycles from an October 1 as-of date to a January 1 as-of 
date. The capital plan and stress test rules currently include several 
provisions reflecting the previous October 1 as-of date, as well as 
obsolete transition provisions for foreign banking organizations that 
previously relied on SR Letter 01-01,\54\ and for the application of 
the supplementary leverage ratio. The proposal would have removed these 
provisions, as they are no longer operative. The Board received no 
comments on these revisions and is finalizing them as proposed.
---------------------------------------------------------------------------

    \54\ SR Letter 01-01 (January 5, 2001), available at: 
www.federalreserve.gov/boarddocs/srletters/2001/sr0101.htm.
---------------------------------------------------------------------------

IV. Other Comments Received on the Proposal

    The Federal Reserve also received comments that were not directly 
related to the proposal. A commenter requested that the Board consider 
a change to potential changes to the capital conservation buffer 
described in a speech by Governor Tarullo on September 26, 2016, that 
have not yet been formally proposed.\55\ The Federal Reserve will 
consider the comment when developing the upcoming proposal and will 
invite comments on that proposal when it is published.
---------------------------------------------------------------------------

    \55\ Tarullo, Daniel K, ``Next Steps in the Evolution of Stress 
Testing'' (September 26, 2016), available at: 
www.federalreserve.gov/newsevents/speech/tarullo20160926a.htm.
---------------------------------------------------------------------------

    A commenter requested that the Board simplify guidance related to 
the development of the BHC baseline scenario. Commenters requested that 
the Board allow firms to use the supervisory baseline scenario as their 
BHC baseline scenario if in the firm's assessment it is a reasonable 
reflection of the current economic outlook. In addition, commenters 
requested that the Board simplify the reporting for the BHC baseline 
scenario to reduce reporting burden. Currently, the Board analyzes the 
BHC baseline scenario as part of the quantitative and qualitative 
assessment of the capital plan review. As such, the Board will continue 
to expect a firm that uses the supervisory baseline scenario as its BHC 
baseline scenario to produce an assessment as to why the supervisory 
baseline scenario is an appropriate representation of the firm's view 
of the most likely outlook for the risk factors salient to it.
    A commenter requested that the Board not impose the capital plan 
and stress test requirements on insurance savings and loan holding 
companies and nonbank financial companies designated by the Financial 
Stability Oversight Council for Supervision by the Board without a 
separate notice and comment process and tailor capital planning and 
stress test requirement for these firms. The Board has not applied the 
capital plan and stress test requirements to such firms at this time, 
and will continue to consider how best to apply capital planning and 
stress testing to these firms. The Board intends to establish any such 
requirements through a notice and comment process.
    One commenter requested that the Board describe the potential 
financial implications of the proposed rule changes. Another commenter 
expressed concerns about the cumulative impacts of the implementation 
of the Dodd-Frank and Basel III regulatory regimes for all commercial 
real estate capital sources. The Federal Reserve performed impact 
analysis regarding these amendments. Board staff concluded that the 
rule will result in a cost reduction to the public of less than $100 
million. The Federal Reserve did not identify any impact of the 
regulation on commercial real estate capital sources.

V. Administrative Law Matters

A. Paperwork Reduction Act

    In accordance with section 3512 of the Paperwork Reduction Act of 
1995 (44 U.S.C. 3501-3521) (PRA), the Board may not conduct or sponsor, 
and a respondent is not required to respond to, an information 
collection unless it displays a currently valid Office of Management 
and Budget (OMB) control number. The OMB control numbers are 7100-0128, 
7100-0341, and 7100-0342 for this information collection. The Board 
reviewed the final rule under the authority delegated to the Board by 
OMB. No specific comments related to the PRA were received.
    The final rule contains requirements subject to the PRA. The 
reporting requirements are found in sections 12 CFR 225.8.
    The Board has a continuing interest in the public's opinions of 
this collection of information. At any time, commenters may submit 
comments regarding the burden estimate, or any other aspect of this 
collection of information, including suggestions for reducing burden 
sent to: Nuha Elmaghrabi: Federal Reserve Clearance Officer, Office of 
the Chief Data Officer, Mail Stop K1-148, Board of Governors of the 
Federal Reserve System, Washington, DC 20551, with copies of such 
comments sent to the Office of Management and Budget (OMB) desk officer 
by mail to U.S. Office of Management and Budget, 725 17th Street NW., 
#10235, Washington, DC 20503 or by facsimile to 202-3955806, Attention, 
Agency Desk Officer.
    Proposed Revisions, With Extension for Three Years, of the 
Following Information Collections:
    (1) Title of Information Collection: Parent Company Only Financial 
Statements for Large Holding Companies.
    Agency Form Number: FR Y-9C; FR Y-9LP; FR Y-9SP; FR Y-9ES; FR Y-
9CS.
    OMB Control Number: 7100-0128.
    Frequency of Response: Quarterly, semi-annually, and annually.
    Affected Public: Businesses or other for-profit.
    Respondents: Bank holding companies (BHCs), savings and loan 
holding companies (SLHCs), securities holding companies (SHCs), and 
U.S. intermediate holding companies (IHCs), (collectively, ``holding 
companies'').
    Abstract: The FR Y-9LP serves as standardized financial statements 
for large parent holding companies. The FR Y-9 family of reporting 
forms continues to be the primary source of financial data on holding 
companies that examiners rely on in the intervals between on-site 
inspections. Financial data from these reporting forms are used to 
detect emerging financial problems, to review performance and conduct 
pre-inspection analysis, to monitor and evaluate capital adequacy, to 
evaluate holding company mergers and

[[Page 9320]]

acquisitions, and to analyze a holding company's overall financial 
condition to ensure the safety and soundness of its operations.
    Current Actions: The final rule amends the FR Y-9LP to include new 
line item 17 of PC-B Memoranda (Total nonbank assets of a holding 
company subject to the Federal Reserve Board's capital plan rule) for 
purposes of identifying large and noncomplex firms subject to the 
capital plan rule. Under the final rule, a top-tier holding company 
that is subject to the Board's capital plan rule is required to report 
on the FR Y-9LP the average dollar amount for the calendar quarter (as 
calculated on a monthly basis during the calendar quarter) of its total 
nonbank assets of consolidated nonbank subsidiaries, whether held 
directly or indirectly or held through lower-tier holding companies, 
and its direct investments in unconsolidated nonbank subsidiaries, 
associated nonbank companies, and those nonbank corporate joint 
ventures over which the bank holding company exercises significant 
influence (collectively, ``nonbank companies'').\56\ This amendment 
will be effective as of March 31, 2017.
---------------------------------------------------------------------------

    \56\ For purposes of the FR Y-9LP, (i) a subsidiary is a company 
in which the reporting bank holding company directly or indirectly 
owns more than 50 percent of the outstanding voting stock; (ii) an 
associated company is a corporation in which the reporting bank 
holding company, directly or indirectly, owns 20 to 50 percent of 
the outstanding voting stock and over which the reporting bank 
holding company exercises significant influence; and (iii) a 
corporate joint venture is a corporation owned and operated by a 
group of companies, no one of which has a majority interest, as a 
separate and specific business or project for the mutual benefit of 
that group of companies.
---------------------------------------------------------------------------

    Nonbank companies, for purposes of this measure, exclude (i) all 
national banks, state member banks, state nonmember insured banks 
(including insured industrial banks), federal savings associations, 
federal savings banks, thrift institutions (collectively for purposes 
of this proposed item 17, ``depository institutions'') and (ii) except 
for an Edge or Agreement Corporation designated as ``Nonbanking'' in 
the box on the front page of the Consolidated Report of Condition and 
Income for Edge and Agreement Corporations (FR 2886b), any subsidiary 
of a depository institution (for purposes of this proposed item 17, 
``depository institution subsidiary'').
    All intercompany assets and operating revenue among the nonbank 
companies should be eliminated, but assets and operating revenue with 
the reporting holding company; any depository institution; any 
depository institution subsidiary; and for a reporting holding company 
that is a subsidiary of a foreign banking organization, any branch or 
agency of the foreign banking organization or any non-U.S. subsidiary, 
non-U.S. associated company, or non-U.S. corporate joint venture of the 
foreign banking organization that is not held through the reporting 
holding company, should be included. For example, eliminate the loans 
made by one nonbank company to a second nonbank company, but do not 
eliminate loans made by one nonbank company to the parent holding 
company; depository institution; depository institution subsidiary; or 
for a reporting holding company that is a subsidiary of a foreign 
banking organization, any branch or agency of the foreign banking 
organization or any non-U.S. subsidiary, non-U.S. associated company, 
or non-U.S. corporate joint venture of the foreign banking organization 
that is not held through the reporting holding company.
    While the FR Y-9LP collects another measure of nonbank assets (line 
item 15 of PC-B Memoranda (Total combined nonbank assets of nonbank 
subsidiaries)), the new nonbank assets measure differs in several 
important ways. Specifically, new line item 17 excludes assets of an 
insured industrial bank, federal savings association, federal savings 
bank, or thrift institution and includes assets of an Edge or Agreement 
Corporation designated as ``Nonbanking'' in the box on the front page 
of the Consolidated Report of Condition and Income for Edge and 
Agreement Corporations (FR 2886b). It also includes the value of an 
investment in an unconsolidated nonbank company that is held directly 
by the holding company. While these elements may be sourced from other 
reporting forms, the new line item is necessary to reflect the 
elimination of intercompany transactions among these nonbank companies, 
as described above.
    Number of Respondents: The revision applies to top-tier holding 
companies subject to the Board's capital plan rule (BHCs and IHCs with 
total consolidated assets of $50 billion or more), for a total of 38 of 
the existing 792 FR Y-9LP respondents. FR Y-9C (non-Advanced Approaches 
holding companies or other respondents): 654; FR Y-9C (Advanced 
Approaches holding companies or other respondents): 13; FR Y-9SP: 
4,122; FR Y-9ES: 88; FR Y-9CS: 236.
    Estimated Average Hours per Response: FR Y-9C (non-Advanced 
Approaches holding companies or other respondents): 50.17 hours; FR Y-
9C (Advanced Approaches holding companies or other respondents): 51.42 
hours; FR Y-9LP: 5.25 hours; FR Y-9SP: 5.4 hours; FR Y-9ES: 0.5 hours; 
FR Y-9CS: 0.5 hours.
    Current Estimated Annual Burden Hours: FR Y-9C (non-Advanced 
Approaches holding companies or other respondents): 131,245 hours; FR 
Y-9C (Advanced Approaches holding companies or other respondents): 
2,674 hours; FR Y-9LP: 16,632 hours; FR Y-9SP: 44,518; FR Y-9ES: 44; FR 
Y-9CS: 472.
    Approved Revisions only change in Estimated Annual Burden Hours: FR 
Y-9LP: 76 hours (0.5 hours per quarter for the 38 impacted FR Y-9LP 
respondents).
    Approved Total Estimated Annual Burden Hours: FR Y-9C (non-Advanced 
Approaches holding companies or other respondents): 131,245 hours; FR 
Y-9C (Advanced Approaches holding companies or other respondents): 
2,674 hours; FR Y-9LP: 16,708 hours; FR Y-9SP: 44,518; FR Y-9ES: 44; FR 
Y-9CS: 472.
    (2) Title of Information Collection: Capital Assessments and Stress 
Testing information collection.
    Agency Form Number: FR Y-14A/Q/M.
    OMB Control Number: 7100-0341.
    Frequency of Response: Annually, semi-annually, quarterly, and 
monthly.
    Affected Public: Businesses or other for-profit.
    Respondents: The respondent panel consists of any top-tier bank 
holding company (BHC) or intermediate holding company (IHC) that has 
$50 billion or more in total consolidated assets, as determined based 
on: (i) The average of the firm's total consolidated assets in the four 
most recent quarters as reported quarterly on the firm's Consolidated 
Financial Statements for Bank Holding Companies (FR Y-9C) (OMB No. 
7100-0128); or (ii) the average of the firm's total consolidated assets 
in the most recent consecutive quarters as reported quarterly on the 
firm's FR Y-9Cs, if the firm has not filed an FR Y-9C for each of the 
most recent four quarters. Reporting is required as of the first day of 
the quarter immediately following the quarter in which it meets this 
asset threshold, unless otherwise directed by the Board.
    Abstract: The data collected through the FR Y-14A/Q/M schedules 
provide the Board with the additional information and perspective 
needed to help ensure that large BHCs and IHCs have strong, 
firm[hyphen]wide risk measurement and management processes supporting 
their internal assessments of capital adequacy and that their capital 
resources are sufficient given their business focus, activities,

[[Page 9321]]

and resulting risk exposures. The annual CCAR exercise is also 
complemented by other Board supervisory efforts aimed at enhancing the 
continued viability of large firms, including continuous monitoring of 
firms' planning and management of liquidity and funding resources and 
regular assessments of credit, market, and operational risks, and 
associated risk management practices. Information gathered in this data 
collection is also used in the supervision and regulation of these 
financial institutions. In order to fully evaluate the data 
submissions, the Board may conduct follow-up discussions with or 
request responses to follow-up questions from respondents, as needed.
    The Capital Assessments and Stress Testing information collection 
consists of the FR Y-14A, Q, and M reports. The semi-annual FR Y-14A 
collects quantitative projections of balance sheet, income, losses, and 
capital across a range of macroeconomic scenarios and qualitative 
information on methodologies used to develop internal projections of 
capital across scenarios.\57\ The quarterly FR Y-14Q collects granular 
data on various asset classes, including loans, securities, and trading 
assets, and pre-provision net revenue (PPNR) for the reporting period. 
The monthly FR Y-14M comprises three retail portfolio- and loan-level 
collections, and one detailed address matching collection to supplement 
two of the portfolio and loan-level collections.
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    \57\ A BHC that must re-submit its capital plan generally also 
must provide a revised FR Y-14A in connection with its resubmission.
---------------------------------------------------------------------------

    Current Actions: The Capital Assessments and Stress Testing Report 
(FR Y-14 series of reports; OMB No. 7100-0341) collects data used to 
support supervisory stress testing models and continuous monitoring 
efforts for bank holding companies with total consolidated assets of 
$50 billion or more. The FR Y-14 consists of three reports, the semi-
annual FR Y-14A, the quarterly FR Y-14Q, and monthly FR Y-14M. Each 
report contains multiple schedules, several of which are reported only 
by bank holding companies that meet specified materiality thresholds. 
In discussions on CCAR, several large and noncomplex firms recommended 
that the Board revise the FR Y-14 series of reports to reduce reporting 
burdens for these firms. For instance, these large and noncomplex firms 
suggested that the Board raise the materiality threshold for the FR Y-
14 reports and reduce the detail required in the supporting 
documentation requirements. The final rule reduces burden associated 
with reporting the FR Y-14 schedules for large and noncomplex firms by 
raising the materiality threshold, reducing supporting documentation 
requirements, removing several sub-schedules from the FR Y-14A Summary 
Schedule, and using the median loss rate for immaterial portfolios.
    The final rule increases the materiality thresholds for filing 
schedules on the FR Y-14Q report and the FR Y-14M report for large and 
noncomplex firms. The FR Y-14 instructions currently define material 
portfolios as those with asset balances greater than $5 billion or 
asset balances greater than five percent of tier 1 capital, each 
measured as an average for the four quarters preceding the reporting 
quarter.\58\ The final rule revises the FR Y-14's definition of a 
``material portfolio'' for large and noncomplex firms to mean a 
portfolio with asset balances greater than either (1) $5 billion or (2) 
10 percent of tier 1 capital, each measure as an average for the four 
quarters preceding the reporting quarter.\59\ As a result of this 
change, respondents will be able to exclude certain portfolios from 
reporting and in some cases may not be required to report certain 
schedules at all.
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    \58\ Respondents have the option to complete the data schedules 
for immaterial portfolios.
    \59\ The four quarter average percent of tier 1 capital is 
calculated as the sum of the firm's preceding four quarters of 
balances subject to the particular materiality threshold divided by 
the sum of the firm's proceeding four quarters of tier 1 capital.
---------------------------------------------------------------------------

    In addition, the final rule reduces the supporting documentation a 
large and noncomplex firm will be required to be submit with its 
capital plan. Appendix A of the FR Y-14A report outlines qualitative 
information that a bank holding company should submit in support of its 
projections, including descriptions of the methodologies used to 
develop the internal projections of capital across scenarios and other 
analyses that support the bank holding company's comprehensive capital 
plans. The final rule revises the instructions to Appendix A of the FR 
Y-14A to remove the requirement that a large and noncomplex firm 
include in its capital plan submission certain documentation regarding 
its models, including any model inventory mapping document, methodology 
documentation, model technical documents, and model validation 
documentation. Large and noncomplex firms will still be required to be 
able to produce these materials upon request by the Federal Reserve, 
and all or a subset of these firms may be required to provide this 
documentation depending on the focus of the supervisory review of large 
and noncomplex firm capital plans. Removing the requirement that a 
large and noncomplex firm submit this information in connection with 
its capital plan should reduce the resources needed to prepare the plan 
for submission and alleviate concerns of an adverse supervisory finding 
that a capital plan is incomplete based on the failure to provide 
documentation.
    Under the final rule, large and noncomplex firms will no longer be 
required to complete several elements of the FR Y-14A Schedule A 
(Summary), including the Securities OTTI methodology sub-schedule, 
Securities Market Value source sub-schedule, Securities OTTI by 
security sub-schedule, the Retail repurchase sub-schedule, the Trading 
sub-schedule, Counterparty sub-schedule, and Advanced RWA sub-
schedule.\60\ The revised instructions for the FR Y-14A Summary 
schedule reporting form are available on the Board's public Web site. 
Removing these elements should reduce burdens associated with 
collecting and validating this data, responding to follow-up inquiries, 
and implementing and maintaining technical systems. Under the final 
rule, a large and noncomplex firm may adopt these changes for the FR Y-
14A report as of December 31, 2016, or as of June 30, 2017. The Federal 
Reserve continues to review the details required to be reported in the 
FR Y-14 series of reports, and may propose additional changes in the 
future to further reduce burdens associated with these reporting 
requirements.
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    \60\ A large and noncomplex firm would be required to report 
line item 138 of the income statement, as that line item is 
currently derived from the retail repurchase sub-schedule.
---------------------------------------------------------------------------

    These changes are expected to decrease burden for the information 
collection by 56,454 hours. This includes a decrease in the average 
hours per response for the FR Y-14A due to the elimination of the 
requirement for large and noncomplex firms to file four Summary sub-
schedules and a reduction in the supporting documentation requirements, 
resulting in a decrease of 6,346 hours. The modification to the 
materiality threshold for the FR Y-14Q and FR Y-14M reports would be 
anticipated to reduce the number of firms filing certain schedules on 
the FR Y-14Q and FR Y-14M reports. Specifically, this would result in a 
decrease of 1,088 hours on the FR Y-14Q report and 49,020 hours for the 
FR Y-14M report.
    Number of Respondents: 38.

[[Page 9322]]

    Estimated Average Hours per Response: FR Y-14A: Summary, 993 hours; 
Macro scenario, 31 hours; Operational Risk, 18 hours; Regulatory 
capital transitions, 23 hours; Regulatory capital instruments, 21 
hours; Retail repurchase, 20 hours; and Business plan changes, 10 
hours; Adjusted Capital Submission, 100 hours. FR Y-14Q: Securities 
risk, 14 hours; Retail risk, 16 hours; PPNR, 711 hours; Wholesale, 152 
hours; Trading, 1,926 hours; Regulatory capital transitions, 23 hours; 
Regulatory capital instruments, 52 hours; Operational risk, 50 hours; 
MSR Valuation, 24 hours; Supplemental, 4 hours; Retail FVO/HFS, 16 
hours; CCR, 508 hours; and Balances, 16 hours. FR Y-14M: 1st lien 
mortgage, 515 hours; Home equity, 515 hours; and Credit card, 510 
hours. FR Y-14 On-Going automation revisions, 480 hours; and 
implementation, 7,200 hours. FR Y-14 Attestation: Implementation, 4,800 
hours; and on-going, 2,560 hours.
    Current Estimated Annual Burden Hours: FR Y-14A: Summary, 75,468 
hours; Macro scenario, 2,356 hours; Operational Risk, 684 hours; 
Regulatory capital transitions, 874 hours; Regulatory capital 
instruments, 798 hours; Retail repurchase, 1520 hours; Business plan 
changes, 380 hours; and Adjusted Capital Submission, 500 hours. FR Y-
14Q: Securities risk, 2,128 hours; Retail risk, 2,432 hours, Pre-
provision net revenue (PPNR), 108,072 hours; Wholesale, 23,104 hours; 
Trading, 46,224 hours; Regulatory capital transitions, 3,496 hours; 
Regulatory capital instruments, 7,904 hours; Operational risk, 7,600 
hours; Mortgage Servicing Rights (MSR) Valuation, 1,632 hours; 
Supplemental, 608 hours; and Retail Fair Value Option/Held for Sale 
(Retail FVO/HFS), 1,728 hours; Counterparty, 12,192 hours; and 
Balances, 2,432 hours. FR Y-14M: 1st lien mortgage, 222,480hours; Home 
equity, 191,580 hours; and Credit card, 146,880 hours. FR Y-14 On-going 
automation revisions, 18,240 hours; and implementation, 0 hours. FR Y-
14 Attestation: Implementation, 0 hours; and on-going, 33,280 hours.
    Approved Revisions only change in Estimated Annual Burden Hours: FR 
Y-14A: -6,346 Hours, FR Y-14Q: -1,088 FR Y-14M: -49,020 Hours.
    Approved Total Estimated Annual Burden Hours: FR Y-14A: Summary, 
69,236 hours; Macro scenario, 2,356 hours; Operational Risk, 684 hours; 
Regulatory capital transitions, 760 hours; Regulatory capital 
instruments, 798 hours; Retail repurchase, 1,520 hours; Business plan 
changes, 380; and Adjusted Capital Submissions, 500 hours. FR Y-14Q: 
Securities risk, 1,976 hours; Retail risk, 2,280 hours, Pre-provision 
net revenue (PPNR), 108,072 hours; Wholesale, 22,952 hours; Trading, 
46,224 hours; Regulatory capital transitions, 3,496 hours; Regulatory 
capital instruments, 7,904 hours; Operational risk, 7,600 hours; 
Mortgage Servicing Rights (MSR) Valuation, 1,288 hours; Supplemental, 
608 hours; and Retail Fair Value Option/Held for Sale (Retail FVO/HFS), 
1,440 hours; Counterparty, 12,192 hours; and Balances, 2,432 hours. FR 
Y-14M: 1st lien mortgage, 222,480 hours; Home equity, 185,400 hours; 
and Credit card, 104,040 hours. FR Y-14 On-going automation revisions, 
18,240 hours; and implementation, 0 hours. FR Y-14 Attestation: 
Implementation, 0 hours; and on-going, 33,280 hours.
    (3) Title of Information Collection: Recordkeeping and Reporting 
Requirements Associated with Regulation Y (Capital Plans).
    Agency Form Number: Reg Y-13.
    OMB Control Number: 7100-0342.
    Frequency of Response: Annually.
    Affected Public: Businesses or other for-profit.
    Respondents: BHCs and IHCs.
    Abstract: Regulation Y (12 CFR part 225) requires large bank 
holding companies (BHCs) to submit capital plans to the Federal Reserve 
on an annual basis and to require such BHCs to request prior approval 
from the Federal Reserve under certain circumstances before making a 
capital distribution.
    Current Actions: The final rule contains requirements subject to 
the PRA. The collection of information revised by this final rule is 
found in section 225.8 of Regulation Y (12 CFR part 225). Under section 
225.8(f)(2) of the final rule, large and noncomplex firms will no 
longer be subject to the provisions of the Board's capital plan rule 
whereby the Board can object to a capital plan on the basis of 
qualitative deficiencies in the firm's capital planning process. In 
feedback meetings that the Board held on CCAR, participants from large 
and noncomplex firms expressed the view that the provision of the rule 
permitting the Board to object to a capital plan on the basis of 
qualitative deficiencies, in their view, required a large and 
noncomplex firm to develop a large amount of documentation and stress 
test models to the same degree as the largest firms in order to avoid 
risk of a public objection to its capital plan. Accordingly, this 
revision to section 225.8(f)(2) is expected to reduce the recordkeeping 
requirements for large and noncomplex firms by approximately 25 
percent, or 3,000 hours for large and noncomplex firms.
    The final rule defines a large and noncomplex bank holding company 
as a bank holding company with average total consolidated assets of $50 
billion or more but less than $250 billion, average total nonbank 
assets of less than $75 billion, and that is not a bank holding company 
identified as a U.S. GSIB. While the total consolidated assets measure 
is calculated for purposes of other regulatory requirements, the new 
average total nonbank assets threshold is not otherwise calculated for 
purposes of a regulatory requirement.
    For the first calculation date (December 31, 2016), firms will be 
required to calculate nonbank assets by aggregating items reported on 
other reporting forms. Specifically, nonbank assets will be calculated 
as (A) total combined nonbank assets of nonbank subsidiaries, as 
reported on line 15a of Schedule PC-B of the Parent Company Only 
Financial Statements for Large Holding Companies (FR Y-9LP) as of 
December 31, 2016; plus (B) the total amount of equity investments in 
nonbank subsidiaries and associated companies as reported on line 2a of 
Schedule PC-A of the FR Y-9LP as of December 31, 2016; plus (C) assets 
of each Edge and Agreement Corporation, as reported on the Consolidated 
Report of Condition and Income for Edge and Agreement Corporations (FR 
2886b) as of December 31, 2016, to the extent such corporation is 
designated as ``Nonbanking'' in the box on the front page of the FR 
2886b; minus (D) assets of a federal savings association, federal 
savings bank, or thrift subsidiary, as reported on the Report of 
Condition and Income (Call Report) as of December 31, 2016. Performing 
this calculation is expected to require 1 hour per firm.
    As noted above, for calculation dates following the initial 
calculation date, the Federal Reserve is adding a new line item to the 
FR Y-9LP (Parent Company Only Financial Statements for Large Holding 
Companies) to collect average total nonbank assets; however, for the 
December 31, 2016 calculation date, a firm will be required to 
calculate the line item based on existing line items. The burden 
associated with this line item will be reflected in that collection.
    Number of Respondents: 38.
    Estimated Average Hours per Response: Annual capital planning 
recordkeeping (225.8(e)(1)(i)), 11,920 hours; annual capital planning 
reporting (225.8(e)(1)(ii)), 80 hours; annual capital planning 
recordkeeping (225.8(e)(1)(iii)), 100 hours; data collections reporting 
((225.8(e)(3)(i)-

[[Page 9323]]

(vi)), 1,005 hours; data collections reporting (225.8(e)(4)), 100 
hours; review of capital plans by the Federal Reserve reporting 
(225.8(f)(3)(i)), 16 hours; prior approval request requirements 
reporting (225.8(g)(1), (3), & (4)), 100 hours; prior approval request 
requirements exceptions (225.8(g)(3)(iii)(A)), 16 hours; prior approval 
request requirements reports (225.8(g)(6)), 16 hours.
    Current Estimated Annual Burden Hours: Annual capital planning 
recordkeeping (225.8(e)(1)(i)), 452,960 hours; annual capital planning 
reporting (225.8(e)(1)(ii)), 2,240 hours; annual capital planning 
recordkeeping (225.8(e)(1)(iii)), 2,800 hours; data collections 
reporting ((225.8(e)(3)(i)-(vi)), 38,190 hours; data collections 
reporting (225.8(e)(4)), 1,000 hours; review of capital plans by the 
Federal Reserve reporting (225.8(f)(3)(i)), 32 hours; prior approval 
request requirements reporting (225.8(g)(1), (3), & (4)), 2,600 hours; 
prior approval request requirements exceptions (225.8(g)(3)(iii)(A)), 
32 hours; prior approval request requirements reports (225.8(g)(6)), 32 
hours.
    Approved Revisions only change in Estimated Average Hours per 
Response: For large and noncomplex firms: Annual capital planning 
recordkeeping (225.8(e)(1)(i)), 8,920 hours.
    Approved Revisions only change in Estimated Annual Burden Hours: 
Annual capital planning reporting (225.8(e)(1)(ii)): -54,000 hours.
    Approved Total Estimated Annual Burden Hours: Annual capital 
planning recordkeeping (225.8(e)(1)(i)) (LISCC and large and complex 
firms), 238,400 hours; Annual capital planning recordkeeping 
(225.8(e)(1)(i) (large and noncomplex firms), 160,560 hours; annual 
capital planning reporting (225.8(e)(1)(ii)), 2,240 hours; annual 
capital planning recordkeeping (225.8(e)(1)(iii)), 2,800 hours; data 
collections reporting ((225.8(e)(3)(i)-(vi)), 38,190 hours; data 
collections reporting (225.8(e)(4)), 1,000 hours; review of capital 
plans by the Federal Reserve reporting (225.8(f)(3)(i)), 32 hours; 
prior approval request requirements reporting (225.8(g)(1), (3), & 
(4)), 2,600 hours; prior approval request requirements exceptions 
(225.8(g)(3)(iii)(A)), 32 hours; prior approval request requirements 
reports (225.8(g)(6)), 32 hours.
Regulatory Flexibility Act
    The Board is providing an initial regulatory flexibility analysis 
with respect to this rule. The Regulatory Flexibility Act, 5 U.S.C. 601 
et seq., generally requires that an agency prepare and make available 
an initial regulatory flexibility analysis in connection with a notice 
of proposed rulemaking.
    Under regulations issued by the Small Business Administration 
(``SBA''), a small entity includes a depository institution, bank 
holding company, or savings and loan holding company with total assets 
of $550 million or less (a small banking organization).\61\ As of June 
30, 2016, there were approximately 594 small state member banks, 3,203 
small bank holding companies and 162 small savings and loan holding 
companies. The proposed rule would apply only to bank holding companies 
with total consolidated asset of $50 billion or more. Companies that 
would be subject to the proposed rule therefore substantially exceed 
the $550 million total asset threshold at which a company is considered 
a small company under SBA regulations. Therefore, there are no 
significant alternatives to the proposed rule that would have less 
economic impact on small banking organizations. As discussed above, the 
projected reporting, recordkeeping, and other compliance requirements 
of the rule are expected to be small. The Board does not believe that 
the rule duplicates, overlaps, or conflicts with any other Federal 
rules. In light of the foregoing, the Board does not believe that the 
final rule would have a significant economic impact on a substantial 
number of small entities.
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    \61\ See 13 CFR 121.201. Effective July 14, 2014, the Small 
Business Administration revised the size standards for banking 
organizations to $550 million in assets from $500 million in assets. 
79 FR 33647 (June 12, 2014).
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    The Board welcomes comment on all aspects of its analysis. A final 
regulatory flexibility analysis will be conducted after consideration 
of comments received during the public comment period.
Solicitation of Comments of Use of Plain Language
    Section 722 of the Gramm-Leach-Bliley Act (Pub. L. 106-102, 113 
Stat. 1338, 1471, 12 U.S.C. 4809) requires the federal banking agencies 
to use plain language in all proposed and final rules published after 
January 1, 2000. The Board sought to present the proposed rule in a 
simple and straightforward manner and solicited comment on how to make 
the proposed rule easier to understand. No comments were received on 
the use of plain language.

List of Subjects

12 CFR Part 225

    Administrative practice and procedure, Banks, banking, Capital 
planning, Holding companies, Reporting and recordkeeping requirements 
Securities, Stress testing.

12 CFR Part 252

    Administrative practice and procedure, Banks, Banking, Capital 
planning, Federal Reserve System, Holding companies, Reporting and 
recordkeeping requirements, Securities, Stress testing.

Authority and Issuance

    For the reasons stated in the Supplementary Information, the Board 
of Governors of the Federal Reserve System amends 12 CFR chapter II as 
follows:

PART 225--BANK HOLDING COMPANIES AND CHANGE IN BANK CONTROL 
(REGULATION Y)

0
1. The authority citation for part 225 continues to read as follows:

    Authority:  12 U.S.C. 1817(j)(13), 1818, 1828(o), 1831i, 1831p-
1, 1843(c)(8), 1844(b), 1972(1), 3106, 3108, 3310, 3331-3351, 3906, 
3907, and 3909; 15 U.S.C. 1681s, 1681w, 6801 and 6805.

Subpart A--General Provisions

0
2. Section 225.8 is revised to read as follows:


Sec.  225.8  Capital planning.

    (a) Purpose. This section establishes capital planning and prior 
notice and approval requirements for capital distributions by certain 
bank holding companies.
    (b) Scope and reservation of authority--(1) Applicability. Except 
as provided in paragraph (c) of this section, this section applies to:
    (i) Any top-tier bank holding company domiciled in the United 
States with average total consolidated assets of $50 billion or more 
($50 billion asset threshold);
    (ii) Any other bank holding company domiciled in the United States 
that is made subject to this section, in whole or in part, by order of 
the Board;
    (iii) Any U.S. intermediate holding company subject to this section 
pursuant to 12 CFR 252.153; and
    (iv) Any nonbank financial company supervised by the Board that is 
made subject to this section pursuant to a rule or order of the Board.
    (2) Average total consolidated assets. For purposes of this 
section, average total consolidated assets means the

[[Page 9324]]

average of the total consolidated assets as reported by a bank holding 
company on its Consolidated Financial Statements for Bank Holding 
Companies (FR Y-9C) for the four most recent consecutive quarters. If 
the bank holding company has not filed the FR Y-9C for each of the four 
most recent consecutive quarters, average total consolidated assets 
means the average of the company's total consolidated assets, as 
reported on the company's FR Y-9C, for the most recent quarter or 
consecutive quarters, as applicable. Average total consolidated assets 
are measured on the as-of date of the most recent FR Y-9C used in the 
calculation of the average.
    (3) Ongoing applicability. A bank holding company (including any 
successor bank holding company) that is subject to any requirement in 
this section shall remain subject to such requirements unless and until 
its total consolidated assets fall below $50 billion for each of four 
consecutive quarters, as reported on the FR Y-9C and effective on the 
as-of date of the fourth consecutive FR Y-9C.
    (4) Reservation of authority. Nothing in this section shall limit 
the authority of the Federal Reserve to issue a capital directive or 
take any other supervisory or enforcement action, including an action 
to address unsafe or unsound practices or conditions or violations of 
law.
    (5) Rule of construction. Unless the context otherwise requires, 
any reference to bank holding company in this section shall include a 
U.S. intermediate holding company and shall include a nonbank financial 
company supervised by the Board to the extent this section is made 
applicable pursuant to a rule or order of the Board.
    (c) Transitional arrangements--(1) Transition periods for certain 
bank holding companies. (i) A bank holding company that meets the $50 
billion asset threshold (as measured under paragraph (b) of this 
section) on or before September 30 of a calendar year must comply with 
the requirements of this section beginning on January 1 of the next 
calendar year, unless that time is extended by the Board in writing.
    (ii) A bank holding company that meets the $50 billion asset 
threshold after September 30 of a calendar year must comply with the 
requirements of this section beginning on January 1 of the second 
calendar year after the bank holding company meets the $50 billion 
asset threshold, unless that time is extended by the Board in writing.
    (iii) The Board or the appropriate Reserve Bank with the 
concurrence of the Board, may require a bank holding company described 
in paragraph (c)(1)(i) or (ii) of this section to comply with any or 
all of the requirements in paragraphs (e)(1), (e)(3), (f), or (g) of 
this section if the Board or appropriate Reserve Bank with concurrence 
of the Board, determines that the requirement is appropriate on a 
different date based on the company's risk profile, scope of operation, 
or financial condition and provides prior notice to the company of the 
determination.
    (2) Transition periods for subsidiaries of certain foreign banking 
organizations--(i) U.S. intermediate holding companies. (A) A U.S. 
intermediate holding company required to be established or designated 
pursuant to 12 CFR 252.153 on or before September 30 of a calendar year 
must comply with the requirements of this section beginning on January 
1 of the next calendar year, unless that time is extended by the Board 
in writing.
    (B) A U.S. intermediate holding company required to be established 
or designated pursuant to 12 CFR 252.153 after September 30 of a 
calendar year must comply with the requirements of this section 
beginning on January 1 of the second calendar year after the U.S. 
intermediate holding company is required to be established, unless that 
time is extended by the Board in writing.
    (C) The Board or the appropriate Reserve Bank with the concurrence 
of the Board, may require a U.S. intermediate holding company described 
in paragraph (c)(2)(i)(A) or (B) of this section to comply with any or 
all of the requirements in paragraphs (e)(1), (e)(3), (f), or (g) of 
this section if the Board or appropriate Reserve Bank with concurrence 
of the Board, determines that the requirement is appropriate on a 
different date based on the company's risk profile, scope of operation, 
or financial condition and provides prior notice to the company of the 
determination.
    (ii) Bank holding company subsidiaries of U.S. intermediate holding 
companies required to be established by July 1, 2016. (A) 
Notwithstanding any other requirement in this section, a bank holding 
company that is a subsidiary of a U.S. intermediate holding company 
(or, with the mutual consent of the company and Board, another bank 
holding company domiciled in the United States) shall remain subject to 
paragraph (e) of this section until December 31, 2017, and shall remain 
subject to the requirements of paragraphs (f) and (g) of this section 
until the Board issues an objection or non-objection to the capital 
plan of the relevant U.S. intermediate holding company.
    (B) After the time periods set forth in paragraph (c)(2)(ii)(A) of 
this section, this section will cease to apply to a bank holding 
company that is a subsidiary of a U.S. intermediate holding company, 
unless otherwise determined by the Board in writing.
    (d) Definitions. For purposes of this section, the following 
definitions apply:
    (1) Advanced approaches means the risk-weighted assets calculation 
methodologies at 12 CFR part 217, subpart E, as applicable, and any 
successor regulation.
    (2) Average total nonbank assets means:
    (i) For purposes of the capital plan cycle beginning January 1, 
2017:
    (A) Total combined nonbank assets of nonbank subsidiaries, as 
reported on line 15a of Schedule PC-B of the Parent Company Only 
Financial Statements for Large Holding Companies (FR Y-9LP) as of 
December 31, 2016; plus
    (B) The total amount of equity investments in nonbank subsidiaries 
and associated companies as reported on line 2a of Schedule PC-A of the 
FR Y-9LP as of December 31, 2016 (except that any investments reflected 
in paragraph (d)(2)(i)(A) of this section may be eliminated); plus
    (C) Assets of each Edge and Agreement Corporation, as reported on 
the Consolidated Report of Condition and Income for Edge and Agreement 
Corporations (FR 2886b) as of December 31, 2016, to the extent such 
corporation is designated as ``Nonbanking'' in the box on the front 
page of the FR 2886b; minus
    (D) Assets of each federal savings association, federal savings 
bank, or thrift subsidiary, as reported on the Report of Condition and 
Income (Call Report) as of December 31, 2016.
    (ii) For purposes of any capital plan cycles beginning on or after 
January 1, 2018, the average of the total nonbank assets of a holding 
company subject to the Federal Reserve Board's capital plan rule, 
calculated in accordance with the instructions to the FR Y-9LP, for the 
four most recent consecutive quarters or, if the bank holding company 
has not filed the FR Y-9LP for each of the four most recent consecutive 
quarters, for the most recent quarter or consecutive quarters, as 
applicable.
    (3) BHC stress scenario means a scenario designed by a bank holding 
company that stresses the specific vulnerabilities of the bank holding 
company's risk profile and operations, including those related to the 
company's capital adequacy and financial condition.

[[Page 9325]]

    (4) Capital action means any issuance or redemption of a debt or 
equity capital instrument, any capital distribution, and any similar 
action that the Federal Reserve determines could impact a bank holding 
company's consolidated capital.
    (5) Capital distribution means a redemption or repurchase of any 
debt or equity capital instrument, a payment of common or preferred 
stock dividends, a payment that may be temporarily or permanently 
suspended by the issuer on any instrument that is eligible for 
inclusion in the numerator of any minimum regulatory capital ratio, and 
any similar transaction that the Federal Reserve determines to be in 
substance a distribution of capital.
    (6) Capital plan means a written presentation of a bank holding 
company's capital planning strategies and capital adequacy process that 
includes the mandatory elements set forth in paragraph (e)(2) of this 
section.
    (7) Capital plan cycle means the period beginning on January 1 of a 
calendar year and ending on December 31 of that year.
    (8) Capital policy means a bank holding company's written 
assessment of the principles and guidelines used for capital planning, 
capital issuance, capital usage and distributions, including internal 
capital goals; the quantitative or qualitative guidelines for capital 
distributions; the strategies for addressing potential capital 
shortfalls; and the internal governance procedures around capital 
policy principles and guidelines.
    (9) Large and noncomplex bank holding company means any bank 
holding company subject to this section that, as of December 31 of the 
calendar year prior to the capital plan cycle:
    (i) Has average total consolidated assets of less than $250 
billion;
    (ii) Has average total nonbank assets of less than $75 billion; and
    (iii) Is not a bank holding company that is identified as a global 
systemically important BHC pursuant to Sec.  217.402.
    (10) Minimum regulatory capital ratio means any minimum regulatory 
capital ratio that the Federal Reserve may require of a bank holding 
company, by regulation or order, including the bank holding company's 
tier 1 and supplementary leverage ratios as calculated under 12 CFR 
part 217, including the deductions required under 12 CFR 248.12, as 
applicable, and the bank holding company's common equity tier 1, tier 
1, and total risk-based capital ratios as calculated under 12 CFR part 
217, including the deductions required under 12 CFR 248.12 and the 
transition provisions at 12 CFR 217.1(f)(4) and 217.300; except that 
the bank holding company shall not use the advanced approaches to 
calculate its regulatory capital ratios.
    (11) Nonbank financial company supervised by the Board means a 
company that the Financial Stability Oversight Council has determined 
under section 113 of the Dodd-Frank Act (12 U.S.C. 5323) shall be 
supervised by the Board and for which such determination is still in 
effect.
    (12) Planning horizon means the period of at least nine consecutive 
quarters, beginning with the quarter preceding the quarter in which the 
bank holding company submits its capital plan, over which the relevant 
projections extend.
    (13) Tier 1 capital has the same meaning as under 12 CFR part 217.
    (14) U.S. intermediate holding company means the top-tier U.S. 
company that is required to be established pursuant to 12 CFR 252.153.
    (e) General requirements--(1) Annual capital planning. (i) A bank 
holding company must develop and maintain a capital plan.
    (ii) A bank holding company must submit its complete capital plan 
to the Board and the appropriate Reserve Bank by April 5 of each 
calendar year, or such later date as directed by the Board or by the 
appropriate Reserve Bank with concurrence of the Board.
    (iii) The bank holding company's board of directors or a designated 
committee thereof must at least annually and prior to submission of the 
capital plan under paragraph (e)(1)(ii) of this section:
    (A) Review the robustness of the bank holding company's process for 
assessing capital adequacy,
    (B) Ensure that any deficiencies in the bank holding company's 
process for assessing capital adequacy are appropriately remedied; and
    (C) Approve the bank holding company's capital plan.
    (2) Mandatory elements of capital plan. A capital plan must contain 
at least the following elements:
    (i) An assessment of the expected uses and sources of capital over 
the planning horizon that reflects the bank holding company's size, 
complexity, risk profile, and scope of operations, assuming both 
expected and stressful conditions, including:
    (A) Estimates of projected revenues, losses, reserves, and pro 
forma capital levels, including any minimum regulatory capital ratios 
(for example, leverage, tier 1 risk-based, and total risk-based capital 
ratios) and any additional capital measures deemed relevant by the bank 
holding company, over the planning horizon under expected conditions 
and under a range of scenarios, including any scenarios provided by the 
Federal Reserve and at least one BHC stress scenario;
    (B) A discussion of the results of any stress test required by law 
or regulation, and an explanation of how the capital plan takes these 
results into account; and
    (C) A description of all planned capital actions over the planning 
horizon.
    (ii) A detailed description of the bank holding company's process 
for assessing capital adequacy, including:
    (A) A discussion of how the bank holding company will, under 
expected and stressful conditions, maintain capital commensurate with 
its risks, maintain capital above the minimum regulatory capital 
ratios, and serve as a source of strength to its subsidiary depository 
institutions;
    (B) A discussion of how the bank holding company will, under 
expected and stressful conditions, maintain sufficient capital to 
continue its operations by maintaining ready access to funding, meeting 
its obligations to creditors and other counterparties, and continuing 
to serve as a credit intermediary;
    (iii) The bank holding company's capital policy; and
    (iv) A discussion of any expected changes to the bank holding 
company's business plan that are likely to have a material impact on 
the bank holding company's capital adequacy or liquidity.
    (3) Data collection. Upon the request of the Board or appropriate 
Reserve Bank, the bank holding company shall provide the Federal 
Reserve with information regarding:
    (i) The bank holding company's financial condition, including its 
capital;
    (ii) The bank holding company's structure;
    (iii) Amount and risk characteristics of the bank holding company's 
on- and off-balance sheet exposures, including exposures within the 
bank holding company'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;
    (iv) The bank holding company's relevant policies and procedures, 
including risk management policies and procedures;
    (v) The bank holding company's liquidity profile and management;

[[Page 9326]]

    (vi) The loss, revenue, and expense estimation models used by the 
bank holding company for stress scenario analysis, including supporting 
documentation regarding each model's development and validation; and
    (vii) Any other relevant qualitative or quantitative information 
requested by the Board or by the appropriate Reserve Bank to facilitate 
review of the bank holding company's capital plan under this section.
    (4) Re-submission of a capital plan. (i) A bank holding company 
must update and re-submit its capital plan to the appropriate Reserve 
Bank within 30 calendar days of the occurrence of one of the following 
events:
    (A) The bank holding company determines there has been or will be a 
material change in the bank holding company's risk profile, financial 
condition, or corporate structure since the bank holding company last 
submitted the capital plan to the Board and the appropriate Reserve 
Bank under this section; or
    (B) The Board or the appropriate Reserve Bank with concurrence of 
the Board, directs the bank holding company in writing to revise and 
resubmit its capital plan for any of the following reasons:
    (1) The capital plan is incomplete or the capital plan, or the bank 
holding company's internal capital adequacy process, contains material 
weaknesses;
    (2) There has been, or will likely be, a material change in the 
bank holding company's risk profile (including a material change in its 
business strategy or any risk exposure), financial condition, or 
corporate structure;
    (3) The BHC stress scenario(s) are not appropriate for the bank 
holding company's business model and portfolios, or changes in 
financial markets or the macro-economic outlook that could have a 
material impact on a bank holding company's risk profile and financial 
condition require the use of updated scenarios; or
    (4) The capital plan or the condition of the bank holding company 
raise any of the issues described in paragraph (f)(2)(ii) of this 
section.
    (ii) A bank holding company may resubmit its capital plan to the 
Federal Reserve if the Board or the appropriate Reserve Bank objects to 
the capital plan.
    (iii) The Board or the appropriate Reserve Bank with concurrence of 
the Board, may extend the 30-day period in paragraph (e)(4)(i) of this 
section for up to an additional 60 calendar days, or such longer period 
as the Board or the appropriate Reserve Bank, with concurrence of the 
Board, determines, in its discretion, appropriate.
    (iv) Any updated capital plan must satisfy all the requirements of 
this section; however, a bank holding company may continue to rely on 
information submitted as part of a previously submitted capital plan to 
the extent that the information remains accurate and appropriate.
    (5) Confidential treatment of information submitted. The 
confidentiality of information submitted to the Board under this 
section and related materials shall be determined in accordance with 
applicable exemptions under the Freedom of Information Act (5 U.S.C. 
552(b)) and the Board's Rules Regarding Availability of Information (12 
CFR part 261).
    (f) Review of capital plans by the Federal Reserve; publication of 
summary results--(1) Considerations and inputs. (i) The Board or the 
appropriate Reserve Bank with concurrence of the Board, will consider 
the following factors in reviewing a bank holding company's capital 
plan:
    (A) The comprehensiveness of the capital plan, including the extent 
to which the analysis underlying the capital plan captures and 
addresses potential risks stemming from activities across the firm and 
the company's capital policy;
    (B) The reasonableness of the bank holding company's capital plan, 
the assumptions and analysis underlying the capital plan, and the 
robustness of its capital adequacy process; and
    (C) The bank holding company's ability to maintain capital above 
each minimum regulatory capital ratio on a pro forma basis under 
expected and stressful conditions throughout the planning horizon, 
including but not limited to any scenarios required under paragraphs 
(e)(2)(i)(A) and (e)(2)(ii) of this section.
    (ii) The Board or the appropriate Reserve Bank with concurrence of 
the Board, will also consider the following information in reviewing a 
bank holding company's capital plan:
    (A) Relevant supervisory information about the bank holding company 
and its subsidiaries;
    (B) The bank holding company's regulatory and financial reports, as 
well as supporting data that would allow for an analysis of the bank 
holding company's loss, revenue, and reserve projections;
    (C) As applicable, the Federal Reserve's own pro forma estimates of 
the firm's potential losses, revenues, reserves, and resulting capital 
adequacy under expected and stressful conditions, including but not 
limited to any scenarios required under paragraphs (e)(2)(i)(A) and 
(e)(2)(ii) of this section, as well as the results of any stress tests 
conducted by the bank holding company or the Federal Reserve; and
    (D) Other information requested or required by the Board or the 
appropriate Reserve Bank, as well as any other information relevant, or 
related, to the bank holding company's capital adequacy.
    (2) Federal Reserve action on a capital plan--(i) Timing of action. 
The Board or the appropriate Reserve Bank with concurrence of the 
Board, will object, in whole or in part, to the capital plan or provide 
the bank holding company with a notice of non-objection to the capital 
plan:
    (A) By June 30 of the calendar year in which a capital plan was 
submitted pursuant to paragraph (e)(1)(ii) of this section; and
    (B) For a capital plan resubmitted pursuant to paragraph (e)(4) of 
this section, within 75 calendar days after the date on which a capital 
plan is resubmitted, unless the Board provides notice to the company 
that it is extending the time period.
    (ii) Objection. (A) Large and noncomplex bank holding companies. 
The Board, or the appropriate Reserve Bank with concurrence of the 
Board, may object to a capital plan submitted by a large and noncomplex 
bank holding company if it determines that the bank holding company has 
not demonstrated an ability to maintain capital above each minimum 
regulatory capital ratio on a pro forma basis under expected and 
stressful conditions throughout the planning horizon.
    (B) Bank holding companies that are not large and noncomplex bank 
holding companies. The Board or the appropriate Reserve Bank with 
concurrence of the Board, may object to a capital plan submitted by a 
bank holding company that is not a large and noncomplex bank holding 
company if it determines that:
    (1) The bank holding company has not demonstrated an ability to 
maintain capital above each minimum regulatory capital ratio on a pro 
forma basis under expected and stressful conditions throughout the 
planning horizon;
    (2) The bank holding company has material unresolved supervisory 
issues, including but not limited to issues associated with its capital 
adequacy process;
    (3) The assumptions and analysis underlying the bank holding 
company's capital plan, or the bank holding company's methodologies and 
practices that support its capital planning process, are not reasonable 
or appropriate; or

[[Page 9327]]

    (4) The bank holding company's capital planning process or proposed 
capital distributions otherwise constitute an unsafe or unsound 
practice, or would violate any law, regulation, Board order, directive, 
or condition imposed by, or written agreement with, the Board or the 
appropriate Reserve Bank. In determining whether a capital plan or any 
proposed capital distribution would constitute an unsafe or unsound 
practice, the Board or the appropriate Reserve Bank would consider 
whether the bank holding company is and would remain in sound financial 
condition after giving effect to the capital plan and all proposed 
capital distributions.
    (iii) Notification of decision. The Board or the appropriate 
Reserve Bank will notify the bank holding company in writing of the 
reasons for a decision to object to a capital plan.
    (iv) General distribution limitation. If the Board or the 
appropriate Reserve Bank objects to a capital plan and until such time 
as the Board or the appropriate Reserve Bank with concurrence of the 
Board, issues a non-objection to the bank holding company's capital 
plan, the bank holding company may not make any capital distribution, 
other than capital distributions arising from the issuance of a 
regulatory capital instrument eligible for inclusion in the numerator 
of a minimum regulatory capital ratio or capital distributions with 
respect to which the Board or the appropriate Reserve Bank has 
indicated in writing its non-objection.
    (v) Publication of summary results. The Board may disclose publicly 
its decision to object or not object to a bank holding company's 
capital plan under this section, along with a summary of the Board's 
analyses of that company. Any disclosure under this paragraph will 
occur by June 30 of the calendar year in which a capital plan was 
submitted pursuant to paragraph (e)(1)(ii) of this section, unless the 
Board determines that a later disclosure date is appropriate.
    (3) Request for reconsideration or hearing--(i) General. Within 15 
calendar days of receipt of a notice of objection to a capital plan by 
the Board or the appropriate Reserve Bank:
    (A) A bank holding company may submit a written request to the 
Board requesting reconsideration of the objection, including an 
explanation of why reconsideration should be granted. Within 15 
calendar days of receipt of the bank holding company's request, the 
Board will notify the company of its decision to affirm or withdraw the 
objection to the bank holding company's capital plan or a specific 
capital distribution; or
    (B) As an alternative to paragraph (f)(3)(i)(A) of this section, a 
bank holding company may request an informal hearing on the objection.
    (ii) Request for an informal hearing. (A) A request for an informal 
hearing shall be in writing and shall be submitted within 15 calendar 
days of a notice of an objection. The Board may, in its sole 
discretion, order an informal hearing if the Board finds that a hearing 
is appropriate or necessary to resolve disputes regarding material 
issues of fact.
    (B) An informal hearing shall be held within 30 calendar days of a 
request, if granted, provided that the Board may extend this period 
upon notice to the requesting party.
    (C) Written notice of the final decision of the Board shall be 
given to the bank holding company within 60 calendar days of the 
conclusion of any informal hearing ordered by the Board, provided that 
the Board may extend this period upon notice to the requesting party.
    (D) While the Board's final decision is pending and until such time 
as the Board or the appropriate Reserve Bank with concurrence of the 
Board issues a non-objection to the bank holding company's capital 
plan, the bank holding company may not make any capital distribution, 
other than those capital distributions with respect to which the Board 
or the appropriate Reserve Bank has indicated in writing its non-
objection.
    (4) Application of this section to other bank holding companies. 
The Board may apply this section, in whole or in part, to any other 
bank holding company by order based on the institution's size, level of 
complexity, risk profile, scope of operations, or financial condition.
    (g) Approval requirements for certain capital actions--(1) 
Circumstances requiring approval. Notwithstanding a notice of non-
objection under paragraph (f)(2)(i) of this section, a bank holding 
company may not make a capital distribution (excluding any capital 
distribution arising from the issuance of a regulatory capital 
instrument eligible for inclusion in the numerator of a minimum 
regulatory capital ratio) under the following circumstances, unless it 
receives prior approval from the Board or appropriate Reserve Bank 
pursuant to paragraph (g)(5) of this section:
    (i) After giving effect to the capital distribution, the bank 
holding company would not meet a minimum regulatory capital ratio;
    (ii) The Board or the appropriate Reserve Bank with concurrence of 
the Board, notifies the company in writing that the Federal Reserve has 
determined that the capital distribution would result in a material 
adverse change to the organization's capital or liquidity structure or 
that the company's earnings were materially underperforming 
projections;
    (iii) Except as provided in paragraph (g)(2) of this section, the 
dollar amount of the capital distribution will exceed the amount 
described in the capital plan for which a non-objection was issued 
under this section, as measured on an aggregate basis beginning in the 
third quarter of the planning horizon through the quarter at issue; or
    (iv) The capital distribution would occur after the occurrence of 
an event requiring resubmission under paragraphs (e)(4)(i)(A) or (B) of 
this section and before the Federal Reserve has acted on the 
resubmitted capital plan.
    (2) Exception for well capitalized bank holding companies. (i) A 
bank holding company may make a capital distribution for which the 
dollar amount exceeds the amount described in the capital plan for 
which a non-objection was issued under paragraph (f)(2)(i) of this 
section if the following conditions are satisfied:
    (A) The bank holding company is, and after the capital distribution 
would remain, well capitalized as defined in Sec.  225.2(r);
    (B) The bank holding company's performance and capital levels are, 
and after the capital distribution would remain, consistent with its 
projections under expected conditions as set forth in its capital plan 
under paragraph (f)(2)(i) of this section;
    (C) Until March 31, 2017, the annual aggregate dollar amount of all 
capital distributions in the period beginning on July 1 of a calendar 
year and ending on June 30 of the following calendar year would not 
exceed the total amounts described in the company's capital plan for 
which the bank holding company received a notice of non-objection by 
more than 1.00 percent multiplied by the bank holding company's tier 1 
capital, as reported to the Federal Reserve on the bank holding 
company's most recent first-quarter FR Y-9C;
    (D) Beginning April 1, 2017, the annual aggregate dollar amount of 
all capital distributions in the period beginning on July 1 of a 
calendar year and ending on June 30 of the following calendar year 
would not exceed the total amounts described in the company's capital 
plan for which the bank holding company received a notice of non-
objection by more than 0.25 percent multiplied by the bank holding

[[Page 9328]]

company's tier 1 capital, as reported to the Federal Reserve on the 
bank holding company's most recent first-quarter FR Y-9C;
    (E) Between July 1 of a calendar year and March 15 of the following 
calendar year, the bank holding company provides the appropriate 
Reserve Bank with notice 15 calendar days prior to a capital 
distribution that includes the elements described in paragraph (g)(4) 
of this section; and
    (F) The Board or the appropriate Reserve Bank with concurrence of 
the Board, does not object to the transaction proposed in the notice. 
In determining whether to object to the proposed transaction, the Board 
or the appropriate Reserve Bank shall apply the criteria described in 
paragraph (g)(5)(ii) of this section.
    (ii) The exception in this paragraph (g)(2) shall not apply if the 
Board or the appropriate Reserve Bank notifies the bank holding company 
in writing that it is ineligible for this exception.
    (3) Net distribution limitation--(i) General. Notwithstanding a 
notice of non-objection under paragraph (f)(2)(i) of this section, a 
bank holding company must reduce its capital distributions in 
accordance with paragraph (g)(3)(ii) of this section if the bank 
holding company raises a smaller dollar amount of capital of a given 
category of regulatory capital instruments than it had included in its 
capital plan, as measured on an aggregate basis beginning in the third 
quarter of the planning horizon through the end of the current quarter.
    (ii) Reduction of distributions--(A) Common equity tier 1 capital. 
If the bank holding company raises a smaller dollar amount of common 
equity tier 1 capital (as defined in 12 CFR 217.2), the bank holding 
company must reduce its capital distributions relating to common equity 
tier 1 capital such that the dollar amount of the bank holding 
company's capital distributions, net of the dollar amount of its 
capital raises, (``net distributions'') relating to common equity tier 
1 capital is no greater than the dollar amount of net distributions 
relating to common equity tier 1 capital included in its capital plan, 
as measured on an aggregate basis beginning in the third quarter of the 
planning horizon through the end of the current quarter.
    (B) Additional tier 1 capital. If the bank holding company raises a 
smaller dollar amount of additional tier 1 capital (as defined in 12 
CFR 217.2), the bank holding company must reduce its capital 
distributions relating to additional tier 1 capital (other than 
scheduled payments on additional tier 1 capital instruments) such that 
the dollar amount of the bank holding company's net distributions 
relating to additional tier 1 capital is no greater than the dollar 
amount of net distributions relating to additional tier 1 capital 
included in its capital plan, as measured on an aggregate basis 
beginning in the third quarter of the planning horizon through the end 
of the current quarter.
    (C) Tier 2 capital. If the bank holding company raises a smaller 
dollar amount of tier 2 capital (as defined in 12 CFR 217.2), the bank 
holding company must reduce its capital distributions relating to tier 
2 capital (other than scheduled payments on tier 2 capital instruments) 
such that the dollar amount of the bank holding company's net 
distributions relating to tier 2 capital is no greater than the dollar 
amount of net distributions relating to tier 2 capital included in its 
capital plan, as measured on an aggregate basis beginning in the third 
quarter of the planning horizon through the end of the current quarter.
    (iii) Exceptions. Paragraphs (g)(3)(i) and (ii) of this section 
shall not apply:
    (A) To the extent that the Board or appropriate Reserve Bank 
indicates in writing its non-objection pursuant to paragraph (g)(5) of 
this section, following a request for non-objection from the bank 
holding company that includes all of the information required to be 
submitted under paragraph (g)(4) of this section;
    (B) To capital distributions arising from the issuance of a 
regulatory capital instrument eligible for inclusion in the numerator 
of a minimum regulatory capital ratio that the bank holding company had 
not included in its capital plan;
    (C) To the extent that the bank holding company raised a smaller 
dollar amount of capital in the category of regulatory capital 
instruments described in paragraph (g)(3)(i) of this section due to 
employee-directed capital issuances related to an employee stock 
ownership plan;
    (D) To the extent that the bank holding company raised a smaller 
dollar amount of capital in the category of regulatory capital 
instruments described in paragraph (g)(3)(i) of this section due to a 
planned merger or acquisition that is no longer expected to be 
consummated or for which the consideration paid is lower than the 
projected price in the capital plan;
    (E) Until March 31, 2017, to the extent that the dollar amount by 
which the bank holding company's net distributions exceed the dollar 
amount of net distributions included in its capital plan in the 
category of regulatory capital instruments described in paragraph 
(g)(3)(i) of this section, as measured on an aggregate basis beginning 
in the third quarter of the planning horizon through the end of the 
current quarter, is less than 1.00 percent of the bank holding 
company's tier 1 capital, as reported to the Federal Reserve on the 
bank holding company's most recent first-quarter FR Y-9C; between July 
1 of a calendar year and March 15 of the following calendar year, the 
bank holding company provides the appropriate Reserve Bank with notice 
15 calendar days prior to any capital distribution in that category of 
regulatory capital instruments that includes the elements described in 
paragraph (g)(4) of this section; and the Board or the appropriate 
Reserve Bank with concurrence of the Board, does not object to the 
transaction proposed in the notice. In determining whether to object to 
the proposed transaction, the Board or the appropriate Reserve Bank 
shall apply the criteria described in paragraph (g)(5)(ii) of this 
section; or
    (F) Beginning April 1, 2017, to the extent that the dollar amount 
by which the bank holding company's net distributions exceed the dollar 
amount of net distributions included in its capital plan in the 
category of regulatory capital instruments described in paragraph 
(g)(3)(i) of this section, as measured on an aggregate basis beginning 
in the third quarter of the planning horizon through the end of the 
current quarter, is less than 0.25 percent of the bank holding 
company's tier 1 capital, as reported to the Federal Reserve on the 
bank holding company's most recent first-quarter FR Y-9C; between July 
1 of a calendar year and March 15 of the following calendar year, the 
bank holding company provides the appropriate Reserve Bank with notice 
15 calendar days prior to any capital distribution in that category of 
regulatory capital instruments that includes the elements described in 
paragraph (g)(4) of this section; and the Board or the appropriate 
Reserve Bank with concurrence of the Board, does not object to the 
transaction proposed in the notice. In determining whether to object to 
the proposed transaction, the Board or the appropriate Reserve Bank 
shall apply the criteria described in paragraph (g)(5)(ii) of this 
section.
    (iv) The exceptions in paragraph (g)(3)(iii) of this section shall 
not apply if the Board or the appropriate Reserve Bank notifies the 
bank holding company in writing that it is ineligible for this 
exception.
    (4) Contents of request. (i) A request for a capital distribution 
under this section shall be filed between July 1 of a calendar year and 
March 1 of the following calendar year with the

[[Page 9329]]

appropriate Reserve Bank and the Board and shall contain the following 
information:
    (A) The bank holding company's current capital plan or an 
attestation that there have been no changes to the capital plan since 
it was last submitted to the Federal Reserve;
    (B) The purpose of the transaction;
    (C) 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
    (D) Any additional information requested by the Board or the 
appropriate Reserve Bank (which may include, among other things, an 
assessment of the bank holding company's capital adequacy under a 
revised stress scenario provided by the Federal Reserve, a revised 
capital plan, and supporting data).
    (ii) Any request submitted with respect to a capital distribution 
described in paragraph (g)(1)(i) of this section shall also include a 
plan for restoring the bank holding company's capital to an amount 
above a minimum level within 30 calendar days and a rationale for why 
the capital distribution would be appropriate.
    (5) Approval of certain capital distributions. (i) The Board or the 
appropriate Reserve Bank with concurrence of the Board, will act on a 
request under this paragraph (g)(5) within 30 calendar days after the 
receipt of all the information required under paragraph (g)(4) of this 
section.
    (ii) In acting on a request under this paragraph, the Board or 
appropriate Reserve Bank will apply the considerations and principles 
in paragraph (f) of this section. In addition, the Board or the 
appropriate Reserve Bank may disapprove the transaction if the bank 
holding company does not provide all of the information required to be 
submitted under paragraph (g)(4) of this section.
    (6) Disapproval and hearing. (i) The Board or the appropriate 
Reserve Bank will notify the bank holding company in writing of the 
reasons for a decision to disapprove any proposed capital distribution. 
Within 15 calendar days after receipt of a disapproval by the Board, 
the bank holding company may submit a written request for a hearing.
    (A) The Board may, in its sole discretion, order an informal 
hearing if the Board finds that a hearing is appropriate or necessary 
to resolve disputes regarding material issues of fact.
    (B) An informal hearing shall be held within 30 calendar days of a 
request, if granted, provided that the Board may extend this period 
upon notice to the requesting party.
    (C) Written notice of the final decision of the Board shall be 
given to the bank holding company within 60 calendar days of the 
conclusion of any informal hearing ordered by the Board, provided that 
the Board may extend this period upon notice to the requesting party.
    (D) While the Board's final decision is pending and until such time 
as the Board or the appropriate Reserve Bank with concurrence of the 
Board, approves the capital distribution at issue, the bank holding 
company may not make such capital distribution.

PART 252--ENHANCED PRUDENTIAL STANDARDS (REGULATION YY)

0
3. The authority citation for part 252 continues to read as follows:

    Authority:  12 U.S.C. 321-338a, 481-486, 1467a, 1818, 1828, 
1831n, 1831o, 1831p-l, 1831w, 1835, 1844(b), 1844(c), 3101 et seq., 
3101 note, 3904, 3906-3909, 4808, 5361, 5362, 5365, 5366, 5367, 
5368, 5371.


0
4. Section 252.42 is amended by revising paragraph (p) to read as 
follows:


Sec.  252.42   Definitions.

* * * * *
    (p) Stress test cycle means the period beginning on January 1 of a 
calendar year and ending on December 31 of that year.
* * * * *

0
5. Section 252.43 is amended by
0
a. Revising paragraph (b); and
0
b. Removing paragraph (c).
    The revision reads as follows:


Sec.  252.43  Applicability.

* * * * *
    (b) Transitional arrangements. (1) A bank holding company that 
becomes a covered company on or before September 30 of a calendar year 
must comply with the requirements of this subpart beginning on January 
1 of the second calendar year after the bank holding company becomes a 
covered company, unless that time is extended by the Board in writing.
    (2) A bank holding company that becomes a covered company after 
September 30 of a calendar year must comply with the requirements of 
this subpart beginning on January 1 of the third calendar year after 
the bank holding company becomes a covered company, unless that time is 
extended by the Board in writing.

0
6. Section 252.44 is amended by revising paragraph (b) to read as 
follows:


Sec.  252.44  Annual analysis conducted by the Board.

* * * * *
    (b) Economic and financial scenarios related to the Board's 
analysis. The Board will conduct its analysis under this section using 
a minimum of three different scenarios, including a baseline scenario, 
adverse scenario, and severely adverse scenario. The Board will notify 
covered companies of the scenarios that the Board will apply to conduct 
the analysis for each stress test cycle by no later than February 15 of 
each year, except with respect to trading or any other components of 
the scenarios and any additional scenarios that the Board will apply to 
conduct the analysis, which will be communicated by no later than March 
1 of that year.

0
7. Section 252.46 is amended by revising paragraph (b)(1) to read as 
follows:


Sec.  252.46  Review of the Board's analysis; publication of summary 
results.

* * * * *
    (b) Publication of results by the Board. (1) The Board will 
publicly disclose a summary of the results of the Board's analyses of a 
covered company by June 30 of the calendar year in which the stress 
test was conducted pursuant to Sec.  252.44.
* * * * *

0
8. Section 252.52 is amended by revising paragraphs (k) and (r) to read 
as follows:


Sec.  252.52  Definitions.

* * * * *
    (k) Planning horizon means the period of at least nine consecutive 
quarters, beginning on the first day of a stress test cycle over which 
the relevant projections extend.
* * * * *
    (r) Stress test cycle means the period beginning on January 1 of a 
calendar year and ending on December 31 of that year.
* * * * *

0
9. Section 252.53 is amended by revising paragraph (b) to read as 
follows:


Sec.  252.53  Applicability.

* * * * *
    (b) Transitional arrangements. (1) A bank holding company that 
becomes a covered company on or before September 30 of a calendar year 
must comply with the requirements of this subpart beginning on January 
1 of the second calendar year after the bank holding company becomes a 
covered company, unless that time is extended by the Board in writing.
    (2) A bank holding company that becomes a covered company after

[[Page 9330]]

September 30 of a calendar year must comply with the requirements of 
this subpart beginning on January 1 of the third calendar year after 
the bank holding company becomes a covered company, unless that time is 
extended by the Board in writing.

0
10. Section 252.54 is amended by revising paragraphs (a), (b)(1), 
(b)(2)(i), (b)(4)(i), and (b)(4)(iii) to read as follows:


Sec.  252.54  Annual stress test.

    (a) In general. A covered company must conduct an annual stress 
test. The stress test must be conducted by April 5 of each calendar 
year based on data as of December 31 of the preceding calendar year, 
unless the time or the as-of date is extended by the Board in writing.
    (b) Scenarios provided by the Board--(1) In general. In conducting 
a stress test under this section, a covered company must, at a minimum, 
use the scenarios provided by the Board. Except as provided in 
paragraphs (b)(2) and (3) of this section, the Board will provide a 
description of the scenarios to each covered company no later than 
February 15 of the calendar year in which the stress test is performed 
pursuant to this section.
    (2) Additional components. (i) The Board may require a covered 
company with significant trading activity, as determined by the Board 
and specified in the Capital Assessments and Stress Testing report (FR 
Y-14), to include a trading and counterparty component in its adverse 
and severely adverse scenarios in the stress test required by this 
section:
    (A) For the stress test cycle beginning on January 1, 2017, the 
data used in this component must be as of a date selected by the Board 
between January 1, 2017 and March 1, 2017, and the Board will 
communicate the as-of date and a description of the component to the 
company no later than March 1, 2017; and
    (B) For the stress test cycle beginning on January 1, 2018, and for 
each stress test cycle beginning thereafter, the data used in this 
component must be as of a date selected by the Board between October 1 
of the previous calendar year and March 1 of the calendar year in which 
the stress test is performed pursuant to this section, and the Board 
will communicate the as-of date and a description of the component to 
the company no later than March 1 of the calendar year in which the 
stress test is performed pursuant to this section.
* * * * *
    (4) Notice and response--(i) Notification of additional component. 
If the Board requires a covered company to include one or more 
additional components in its adverse and severely adverse scenarios 
under paragraph (b)(2) of this section or to use one or more additional 
scenarios under paragraph (b)(3) of this section, the Board will notify 
the company in writing. The Board will provide such notification no 
later than December 31 of the preceding calendar year. The notification 
will include a general description of the additional component(s) or 
additional scenario(s) and the basis for requiring the company to 
include the additional component(s) or additional scenario(s).
* * * * *
    (iii) Description of component. The Board will respond in writing 
within 14 calendar days of receipt of the company's request. The Board 
will provide the covered company with a description of any additional 
component(s) or additional scenario(s) by March 1 of the calendar year 
in which the stress test is performed pursuant to this section.

0
11. Section 252.55 is amended by revising paragraphs (a), (b)(4)(i), 
and (b)(4)(iii) to read as follows:


Sec.  252.55   Mid-cycle stress test.

    (a) Mid-cycle stress test requirement. In addition to the stress 
test required under Sec.  252.54, a covered company must conduct a mid-
cycle stress test. The stress test must be conducted by September 30 of 
each calendar year based on data as of June 30 of that calendar year, 
unless the time or the as-of date is extended by the Board in writing.
    (b) * * *
    (4) Notice and response--(i) Notification of additional component. 
If the Board requires a covered company to include one or more 
additional components in its adverse and severely adverse scenarios 
under paragraph (b)(2) of this section or one or more additional 
scenarios under paragraph (b)(3) of this section, the Board will notify 
the company in writing. The Board will provide such notification no 
later than June 30. The notification will include a general description 
of the additional component(s) or additional scenario(s) and the basis 
for requiring the company to include the additional component(s) or 
additional scenario(s).
* * * * *
    (iii) Description of component. The Board will provide the covered 
company with a description of any additional component(s) or additional 
scenario(s) by September 1 of the calendar year prior to the year in 
which the stress test is performed pursuant to this section.

0
12. Section 252.57 is amended by revising paragraph (a) to read as 
follows:


Sec.  252.57   Reports of stress test results.

    (a) Reports to the Board of stress test results. (1) A covered 
company must report the results of the stress test required under Sec.  
252.54 to the Board in the manner and form prescribed by the Board. 
Such results must be submitted by April 5 of the calendar year in which 
the stress test is performed pursuant to Sec.  252.54, unless that time 
is extended by the Board in writing.
    (2) A covered company must report the results of the stress test 
required under Sec.  252.55 to the Board in the manner and form 
prescribed by the Board. Such results must be submitted by October 5 of 
the calendar year in which the stress test is performed pursuant to 
Sec.  252.55, unless that time is extended by the Board in writing.
* * * * *

0
13. Section 252.58 is amended by revising paragraph (a)(1)(ii) to read 
as follows:


Sec.  252.58  Disclosure of stress test results.

    (a) * * *
    (1) * * *
    (ii) A covered company must publicly disclose a summary of the 
results of the stress test required under Sec.  252.55. This disclosure 
must occur in the period beginning on October 5 and ending on November 
4 of the calendar year in which the stress test is performed pursuant 
to Sec.  252.55, unless that time is extended by the Board in writing.
* * * * *

    By order of the Board of Governors of the Federal Reserve 
System, January 30, 2017.
Robert deV. Frierson,
Secretary of the Board.
[FR Doc. 2017-02257 Filed 2-2-17; 8:45 am]
 BILLING CODE 6210-01-P