[Federal Register Volume 83, Number 162 (Tuesday, August 21, 2018)]
[Notices]
[Pages 42296-42298]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-17964]


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FEDERAL RESERVE SYSTEM


Agency Information Collection Activities: Announcement of Board 
Approval Under Delegated Authority and Submission to OMB

AGENCY: Board of Governors of the Federal Reserve System.
SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
is adopting a proposal to extend, with revision, the mandatory 
Reporting Requirements Associated with Regulation QQ (OMB No. 7100-
0346). The revisions are applicable as of July 31, 2018.

FOR FURTHER INFORMATION CONTACT: Federal Reserve Board Clearance 
Officer--Nuha Elmaghrabi--Office of the Chief Data Officer, Board of 
Governors of the Federal Reserve System, Washington, DC 20551 (202) 
452-3829. Telecommunications Device for the Deaf (TDD) users may 
contact (202) 263-4869, Board of Governors of the Federal Reserve 
System, Washington, DC 20551.
    OMB Desk Officer--Shagufta Ahmed--Office of Information and 
Regulatory Affairs, Office of Management and Budget, New Executive 
Office Building, Room 10235, 725 17th Street NW, Washington, DC 20503 
or by fax to (202) 395-6974.

SUPPLEMENTARY INFORMATION: On June 15, 1984, the Office of Management 
and Budget (OMB) delegated to the Board authority under the Paperwork 
Reduction Act (PRA) to approve of and assign OMB control numbers to 
collection of information requests and requirements conducted or 
sponsored by the Board. Board-approved collections of information are 
incorporated into the official OMB inventory of currently approved 
collections of information. Copies of the Paperwork Reduction Act 
Submission, supporting statements and approved collection of 
information instrument(s) are placed into OMB's public docket files. 
The Federal Reserve may not conduct or sponsor, and the respondent is 
not required to respond to, an information collection that has been 
extended, revised, or implemented on or after October 1, 1995, unless 
it displays a currently valid OMB control number.

Final Approval Under OMB Delegated Authority of the Extension for Three 
Years, With Revision, of the Following Report:

    Report title: Reporting Requirements Associated with Regulation QQ.
    Agency form number: Reg QQ.
    OMB control number: 7100-0346.
    Frequency: Annually.
    Respondents: Bank holding companies \1\ with assets of $50 billion 
or more and nonbank financial firms designated by the Financial 
Stability Oversight Council for supervision by the Board.
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    \1\ This includes any foreign bank or company that is, or is 
treated as, a bank holding company under section 8(a) of the 
International Banking Act of 1978, and that has $50 billion or more 
in total consolidated assets.
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    Estimated number of respondents: Reduced Reporters: 72; Tailored 
Domestic Reporters: 11; Tailored Foreign Reporters: 6; Full Domestic 
Reporters: 3; Full Foreign Reporters: 6; Complex, Domestic Filers: 9; 
Complex, Foreign Filers: 4.
    Estimated average hours per response: Reduced Reporters: 60 hours; 
Tailored Domestic Reporters: 9,000 hours; Tailored Foreign Reporters: 
1,130 hours; Full Domestic Reporters: 26,000 hours; Full Foreign 
Reporters: 2,000 hours; Complex, Domestic Filers: 79,522 hours;\2\ 
Complex, Foreign Filers: 55,500 hours.
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    \2\ This estimate captures the annual time that complex, 
domestic filers will spend complying with this collection, given 
that eight of these filers will only submit two resolution plans 
over the period covered by this notice. The estimate therefore 
represents two-thirds of the time these eight firms are estimated to 
spend on each resolution plan submission.
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    Estimated annual burden hours: Reduced Reporters: 4,320 hours;

[[Page 42297]]

Tailored Domestic Reporters: 99,000 hours; Tailored Foreign Reporters: 
6,780 hours; Full Domestic Reporters: 78,000 hours; Full Foreign 
Reporters: 12,000 hours; Complex, Domestic Filers: 715,697 hours; 
Complex Foreign Filers: 222,000 hours. Total estimated annual burden: 
1,137,797.
    General description of report: Regulation QQ (12 CFR part 243) 
requires each bank holding company (BHC) with assets of $50 billion or 
more and nonbank financial firms designated by the Financial Stability 
Oversight Council (FSOC) for supervision by the Board (collectively, 
covered companies) to report annually to the Board and the FDIC the 
plan of such company for rapid and orderly resolution under the U.S. 
Bankruptcy Code in the event of the company's material financial 
distress or failure. The plans submitted pursuant to Regulation QQ, and 
identified in this information collection, are reviewed jointly by the 
Board and Federal Deposit Insurance Corporation (FDIC) (collectively, 
the Agencies). On May 24, 2018, the Economic Growth, Regulatory Reform, 
and Consumer Protection Act (EGRRCPA) \3\ amended provisions in the 
Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank 
Act) as well as other statutes administered by the Board. The 
amendments made by EGRRCPA provide for additional tailoring of various 
provisions of Federal banking laws, including an increase in the $50 
billion asset threshold \4\ in section 165 of the Dodd-Frank Act, which 
provides the statutory basis for Regulation QQ. On September 28, 2017, 
the Board and the FDIC announced the postponement of the next plan 
submission of the largest and most complex, domestic BHCs \5\ from July 
1, 2018, to July 1, 2019, to permit the agencies to provide meaningful 
feedback on the July 2017 plans and provide the BHCs with sufficient 
time to incorporate the feedback into their next plans. If these firms 
were filing each year covered by this notice, instead of only twice, 
the total estimated annual burden for the reporting of this information 
collection would be 1,439,100 hours instead of the aforementioned 
1,137,797.
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    \3\ Public Law 115-174, 132 Stat. 1296 (2018). EGRRCPA increases 
the $50 billion asset threshold in section 165 in two stages. 
Immediately on the date of enactment, bank holding companies with 
total consolidated assets of less than $100 billion were no longer 
subject to section 165. Eighteen months after the date of enactment, 
the threshold is raised to $250 billion. EGRRCPA also provides that 
the Board may apply any enhanced prudential standard to bank holding 
companies between $100 billion and $250 billion in total 
consolidated assets.
    \4\ The total estimated annual burden reflects that the Board 
and FDIC will not enforce the final rules establishing resolution 
planning requirements in a manner inconsistent with the amendments 
made by EGRRCPA by removing the approximately 20 smaller and less 
complex firms with global total consolidated assets of less than 
$100 billion and reflecting a corresponding reduction in the 
estimated annual burden hours associated with the notice of 
approximately 29,330 (two percent). Firms with between $100 billion 
and $250 billion in total consolidated assets continue to be 
reflected in the burden estimates, as EGRRCPA provides that the 
threshold is not raised to $250 billion for eighteen months and that 
the Board may determine to continue to apply enhanced prudential 
standards to these firms beyond that period.
    \5\ This group currently consists of Bank of America 
Corporation; Bank of New York Mellon Corporation; Citigroup, Inc.; 
Goldman Sachs Group, Inc.; JPMorgan Chase & Co.; Morgan Stanley; 
State Street Corporation; and Wells Fargo & Company.
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    The Board is exploring ways to improve the resolution planning 
process. Such improvements could include, for example, extending the 
cycle for plan submissions; focusing certain filings on key topics of 
interest and material changes; or reducing the submission requirements 
for firms with small, simple, and domestically focused activities. The 
Board will solicit comments on the effects that any such changes would 
have on paperwork burden if and when the changes are proposed.
    Legal authorization and confidentiality: This information 
collection is mandatory pursuant to section 165(d)(8) of the Dodd-Frank 
Act (Pub. L. 111-203, 124 Stat. 1376, 1426-1427), 12 U.S.C. 5365(d)(8), 
which requires the Board and the FDIC to jointly issue rules 
implementing the provisions of section 165(d) of the Dodd-Frank Act. 
The Board's Legal Division has determined that under section 
112(d)(5)(A) of the Dodd-Frank Act, the Board and the FDIC ``shall 
maintain the confidentiality of any data, information, and reports 
submitted under'' Title I (which includes section 165(d), the authority 
this regulation is promulgated under) of the Dodd-Frank Act.
    The Board and the FDIC will assess the confidentiality of 
resolution plans and related material in accordance with FOIA and the 
Board's and the FDIC's implementing regulations (12 CFR part 261 
(Board); 12 CFR part 309 (FDIC)). The Board and the FDIC expect that 
large portions of the submissions will contain or consist of ``trade 
secrets and commercial or financial information obtained from a person 
and privileged or confidential'' and information that is ``contained in 
or related to examination, operating, or condition reports prepared by, 
on behalf of, or for the use of an agency responsible for the 
regulation or supervision of financial institutions.'' This information 
is subject to withholding under exemptions 4 and 8 of the Freedom of 
Information Act (FOIA), 5 U.S.C. 552(b)(4) and 552(b)(8).\6\ The Board 
and the FDIC also recognize, however, that the regulation calls for the 
submission of details regarding covered companies that are publicly 
available or otherwise are not sensitive and should be made public. In 
order to address this, the regulation requires resolution plans to be 
divided into two portions: A public section and a confidential section.
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    \6\ Depending upon the circumstances of any specific FOIA 
request, other exemptions may also apply.
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    In addition to any responses to guidance from the Agencies, the 
public section of the resolution plan should consist of an executive 
summary of the resolution plan that describes the business of the 
covered company and includes, to the extent material to an 
understanding of the covered company: (i) The names of material 
entities; (ii) a description of core business lines; (iii) consolidated 
or segment financial information regarding assets, liabilities, capital 
and major funding sources; (iv) a description of derivative activities 
and hedging activities; (v) a list of memberships in material payment, 
clearing, and settlement systems; (vi) a description of foreign 
operations; (vii) the identities of material supervisory authorities; 
(viii) the identities of the principal officers; (ix) a description of 
the corporate governance structure and processes related to resolution 
planning; (x) a description of material management information systems; 
and (xi) a description, at a high level, of the covered company's 
resolution strategy, covering such items as the range of potential 
purchasers of the covered company, its material entities and core 
business lines.
    While the information in the public section of a resolution plan 
should be sufficiently detailed to allow the public to understand the 
business of the covered company, such information can be high level in 
nature and based on publicly available information. The public section 
will be made available to the public exactly as submitted by the 
covered companies as soon as possible following receipt by the 
agencies. A covered company should submit a properly substantiated 
request for confidential treatment of any details in the confidential 
section that it believes are subject to withholding under exemption 4 
of the FOIA. In addition, the Board and the FDIC will make formal 
exemption and segregability determinations if and when a plan is 
requested under the FOIA.

[[Page 42298]]

    Current actions: On January 22, 2018 the Board published a notice 
in the Federal Register (83 FR 2983) requesting public comment for 60 
days on the extension, with revision, of the Reporting Requirements 
Associated with Resolution Plans (Regulation QQ). The revision to the 
clearance is burden increase due to a reassessment of the burden hours 
associated with responding to the informational requirements of 
Regulation QQ and to guidance, feedback, and additional requests for 
information by the agencies as part of the iterative resolution 
planning process. The increase in burden is mitigated by the 
postponement of the July 2018 submission date for the resolution plans 
of the complex domestic filers, which account for the largest 
percentage of overall burden hours. The comment period for this notice 
expired on March 23, 2018. The Board received one comment on the 
proposal. The commenter recommended a number of potential changes to 
Regulation QQ intended to enhance the quality of the information 
collected pursuant to the regulation and reduce the burden of the 
information collection requirements.\7\
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    \7\ These recommended changes include:
    (i) Extending the annual resolution plan filing cycle to a two-
year cycle;
    (ii) providing additional clarity on filing deadlines;
    (iii) requiring that any agency guidance be provided more than 
12 months in advance of each filing deadline;
    (iv) allowing firms to satisfy some of their Regulation QQ 
requirements by incorporating their IDI plans by reference;
    (v) providing for further tailoring based on the systemic risk 
posed by each firm,
    (vi) further reducing the need for duplicative reporting;
    (vii) adjusting the forecasting expected from the firms;
    (viii) providing greater guidance regarding regulatory 
expectations related to the resolution of financial market 
utilities;
    (ix) eliminating the strategic analysis section from tailored 
plans;
    (x) providing an opportunity for notice and comment on any new 
information requirements, the framework used for assessing 
resolution plans, and the procedures related to remediation;
    (xi) requiring the agencies to provide feedback on plans within 
six months of plan submission;
    (xii) refraining from making feedback provided to the firms 
public or providing firms more time to consider the feedback before 
it is made public; and
    (xiii) reconsidering the procedures the Board and FDIC undertake 
to engage with firms.
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    The Board is not adopting any of the recommended changes at this 
time. Either a revision to the Board's Regulation QQ or joint action 
with the FDIC would be necessary to implement each of the recommended 
changes. Most of the recommendations would require changes to the 
Board's Regulation QQ, which could only be accomplished pursuant to a 
rulemaking. In addition, the Board could not unilaterally take the 
actions requested by these comments, even those that would not require 
a rulemaking, as they fall under the purview of a rule that the Board 
proposed jointly with the FDIC and a process that is jointly 
administered by the two agencies.\8\ However, the Board will consider 
the recommended changes in due course as it determines, in consultation 
with the FDIC, whether to conduct a joint rulemaking. The revisions 
will be implemented as proposed.
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    \8\ See 12 U.S.C. 5365(d)(8) (requiring the Board and FDIC to 
issue joint rules implementing the Dodd-Frank Act's resolution 
planning requirements), 12 CFR. Part 243 (the Board's resolution 
planning rule), and 12 CFR. Part 381 (the FDIC's resolution planning 
rule). Aspects of the statute and regulations require joint actions 
or determinations by the Board and FDIC and therefore the agencies 
have jointly developed a coordinated resolution plan review process.

    Board of Governors of the Federal Reserve System, August 15, 
2018.
Ann Misback,
Secretary of the Board.
[FR Doc. 2018-17964 Filed 8-20-18; 8:45 am]
BILLING CODE 6210-01-P