[Federal Register Volume 83, Number 225 (Wednesday, November 21, 2018)]
[Rules and Regulations]
[Pages 58724-58739]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-25350]


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FEDERAL RESERVE SYSTEM

12 CFR Parts 211 and 238

[Docket No. R-1569]
RIN 7100-AE82


Large Financial Institution Rating System; Regulations K and LL

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

ACTION: Final rule.

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SUMMARY: The Board is adopting a new rating system for large financial 
institutions in order to align with the Federal Reserve's current 
supervisory programs and practices for these firms. The final rating 
system applies to bank holding companies and non-insurance, non-
commercial savings and loan holding companies with total consolidated 
assets of $100 billion or more, and U.S. intermediate holding companies 
of foreign banking organizations established under Regulation YY with 
total consolidated assets of $50 billion or more. The rating system 
will assign component ratings for capital planning and positions, 
liquidity risk management and positions, and governance and controls, 
and introduces a new rating scale. The Federal Reserve will assign 
initial ratings under the new rating system in 2019 for bank holding 
companies and U.S. intermediate holding companies subject to the Large 
Institution Supervision Coordinating Committee framework and in 2020 
for all other large financial institutions. The Board is revising 
provisions in Regulations K and LL so they will remain consistent with 
certain features of the new rating system.

DATES: The final rule is effective on February 1, 2019.

FOR FURTHER INFORMATION CONTACT: Richard Naylor, Associate Director, 
(202) 728-5854, Molly Mahar, Associate Director, (202) 973-7360, 
Vaishali Sack, Assistant Director, (202) 452-5221, Christine Graham, 
Manager, (202) 452-3005, Division of Supervision and Regulation; Laurie 
Schaffer, Associate General Counsel, (202) 452-2272, Benjamin W. 
McDonough, Assistant General Counsel, (202) 452-2036, Scott Tkacz, 
Senior Counsel, (202) 452-2744, Keisha Patrick, Senior Counsel, (202) 
452-3559, or Christopher Callanan, Counsel, (202) 452-3594, Legal 
Division, Board of Governors of the Federal Reserve System, 20th and C 
Streets NW, Washington, DC 20551. Telecommunications Device for the 
Deaf (TDD) users may contact (202) 263-4869.

SUPPLEMENTARY INFORMATION:

Table of Contents

I. Background
II. Notice of Proposed Rulemaking and Overview of Comments
III. Overview of Final Rule and Modifications From the Proposal
IV. Final LFI Rating System
    A. Applicability
    B. Timing and Implementation
    C. LFI Rating Components
    D. LFI Rating Scale
    E. General Comments
V. Changes to Existing Regulations
VI. Comparison of the RFI and LFI Rating Systems
VII. Regulatory Analysis
    A. Paperwork Reduction Act
    B. Regulatory Flexibility Analysis
    C. Solicitation of Comments on Use of Plain Language
List of Subjects
Appendix A--Text of Large Financial Institution Rating System

I. Background

    The Board is adopting a new supervisory ratings framework for 
certain large financial institutions that is designed to:
     Align with the Federal Reserve's current supervisory 
programs and practices;
     Enhance the clarity and consistency of supervisory 
assessments and communications of supervisory findings and 
implications; and
     Provide transparency related to the supervisory 
consequences of a given rating.
    The final ratings framework applies to bank holding companies and 
non-insurance, non-commercial savings and loan holding companies with 
total consolidated assets of $100 billion or more, and U.S. 
intermediate holding companies of foreign banking organizations 
established under Regulation YY with total consolidated assets of $50 
billion or more.
    In the years following the 2007-2009 financial crisis, the Federal 
Reserve developed a supervisory program specifically designed to 
enhance resiliency and address the risks posed by large financial 
institutions to U.S. financial stability (LFI supervisory program). As 
set forth in SR letter 12-17/CA letter 12-14, the LFI supervisory 
program focuses supervisory attention on the core areas that are most 
likely to threaten the firm's financial and operational strength and 
resilience (capital, liquidity, and governance and controls).\1\ This 
orientation is intended to reduce the likelihood of the failure or 
material distress of a large financial institution, and reduce the risk 
to U.S. financial stability in the event of failure.
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    \1\ ``Financial strength and resilience'' is defined as 
maintaining effective capital and liquidity governance and planning 
processes, and sufficiency of related positions, to provide for 
continuity of the consolidated organization (including its critical 
operations and banking offices) through a range of conditions.
    ``Operational strength and resilience'' is defined as 
maintaining effective governance and controls to provide for 
continuity of the consolidated organization (including its critical 
operations and banking offices) and to promote compliance with laws 
and regulations, including those related to consumer protection, 
through a range of conditions.
    Under SR letter 12-17/CA letter 12-14, ``banking offices'' are 
defined as U.S. depository institution subsidiaries and the U.S. 
branches and agencies of foreign banking organizations.
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    The Federal Reserve coordinates its supervision of firms that pose 
the greatest risk to U.S. financial stability through the Large 
Institution Supervision Coordinating Committee (LISCC). The LISCC 
supervisory program conducts annual horizontal reviews of LISCC firms 
and firm-specific examination work focused on evaluating those firms' 
(i) capital adequacy under normal and stressed conditions; (ii) 
liquidity positions and risk management practices; (iii) recovery and 
resolution preparedness; and (iv) governance and controls.\2\ For large 
financial institutions that are not LISCC firms, the Federal

[[Page 58725]]

Reserve performs horizontal reviews and firm-specific supervisory work 
focused on capital, liquidity, and governance and control practices, 
which are tailored to reflect the risk characteristics of these 
institutions.
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    \2\ See the list of firms included in the LISCC supervisory 
program at https://www.federalreserve.gov/bankinforeg/large-institution-supervision.htm.
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    Since 2004, the Federal Reserve has used the ``RFI/C(D)'' rating 
system (referred to as the ``RFI rating system'') to communicate its 
supervisory assessment of every bank holding company regardless of its 
asset size, complexity, or systemic importance.\3\ The RFI rating 
system is focused on the risk management practices (R component) and 
financial condition (F component) of the consolidated organization, and 
includes an assessment of the potential impact (I component) of a bank 
holding company's nondepository entities on its subsidiary depository 
institution(s).
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    \3\ See SR letter 04-18, ``Bank Holding Company Rating System,'' 
69 FR 70444 (December 6, 2004), at https://www.federalreserve.gov/boarddocs/srletters/2004/sr0418.htm.
    The Federal Reserve adopted to apply the RFI rating system on a 
fully implemented basis to all savings and loan holding companies 
(SLHCs) with total consolidated assets of less than $100 billion, 
excluding SLHCs engaged in significant insurance or commercial 
activities. See 83 FR 56081 (November 9, 2018). The Federal Reserve 
had applied the RFI rating system to SLHCs on an indicative basis 
since assuming supervisory responsibility for those firms from the 
Office of Thrift Supervision in 2011.
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    The Federal Reserve has not modified the RFI rating system to 
reflect the substantial changes to the statutory and regulatory 
framework relating to large financial institutions, or the Federal 
Reserve's implementation of the LFI supervisory program in recent 
years. In light of these changes, the Board is adopting a new rating 
system applicable to these firms that is more closely aligned with the 
LFI supervisory program, so that the ratings more directly communicate 
the results of the Federal Reserve's supervisory assessment.
    Because the statutory, regulatory, and supervisory framework for 
community and regional bank holding companies has not undergone 
material changes since the financial crisis, the RFI rating system 
remains a relevant and effective tool for developing and communicating 
supervisory assessments for those firms. Therefore, the RFI rating 
system will continue to be used in the supervision of these 
organizations.

II. Notice of Proposed Rulemaking and Overview of Comments

    On August 17, 2017, the Board invited public comment on a notice of 
proposed rulemaking to adopt a new rating system for large financial 
institutions (proposed LFI rating system).\4\ The proposed LFI rating 
system would have applied to bank holding companies and non-insurance, 
non-commercial savings and loan holding companies with total 
consolidated assets of $50 billion or more, and U.S. intermediate 
holding companies (U.S. IHCs) of foreign banking organizations 
established under Regulation YY.\5\
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    \4\ 82 FR 39049 (August 17, 2017).
    \5\ 12 CFR 252.153.
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    Under the proposed LFI rating system, each banking organization 
would have been assigned ratings for three separate components: Capital 
Planning and Positions; Liquidity Risk Management and Positions; and 
Governance and Controls. The ratings would have been assigned using a 
four-point non-numeric scale (Satisfactory/Satisfactory Watch, 
Deficient-1, and Deficient-2).\6\ A firm would need a ``Satisfactory'' 
or ``Satisfactory Watch'' rating for each of the three component 
ratings to be considered ``well managed'' for various purposes under 
the Board's rules and federal law. The proposal would not have included 
the assignment of a standalone composite rating or any subcomponent 
ratings. In addition, the proposal would have amended certain 
provisions of the Board's existing regulations (Regulation K and 
Regulation LL) to make them compatible with the proposed rating scale.
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    \6\ In the proposed LFI rating system, Satisfactory Watch was a 
subcategory of ``Satisfactory.''
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    The Board received 16 comments on the proposal from supervised 
firms, trade associations, industry consultants, and individuals. In 
addition, Federal Reserve staff held several meetings on the proposal 
with members of the public and obtained supplementary information from 
certain commenters. Summaries of these meetings are available on the 
Board's public website.
    Most commenters generally supported the proposal to develop a new 
rating system that would be aligned with the Federal Reserve's LFI 
supervisory program. However, many commenters also expressed concerns 
regarding specific aspects of the proposal, including the applicability 
and implementation of the proposed LFI rating system and its underlying 
components, the lack of a standalone composite rating, the ratings 
scale, and the consequences of ratings assigned under the rating 
system.
    Separately, the Board invited comment on two other proposals 
closely related to the proposed LFI rating system. The first proposal 
addressed proposed guidance on supervisory expectations for boards of 
directors, which set forth attributes of an effective board of 
directors of LFIs,\7\ and the second proposal addressed an LFI's 
management of business lines and independent risk management and 
controls.\8\ The Board continues to consider comments on these 
proposals, and thus, is not adopting either proposal at this time.
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    \7\ 82 FR 37219 (August 9, 2017).
    \8\ 83 FR 1351 (January 11, 2018).
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III. Overview of Final Rule and Modifications From the Proposal

    The final rating system adopts the core elements of the proposed 
LFI rating system, with certain modifications to address commenter 
concerns. Consistent with the proposal, a banking organization will be 
assigned three component ratings: Capital Planning and Positions; 
Liquidity Risk Management and Positions; and Governance and Controls. 
In addition, although the final LFI rating system retains a four-
category, non-numeric rating scale, it identifies the top two 
categories as ``Broadly Meets Expectations'' and Conditionally Meets 
Expectations'' to align with the definitions of those categories.

IV. Final LFI Rating System

A. Applicability

    In the proposal, the LFI rating system would have applied to bank 
holding companies, non-insurance, non-commercial savings and loan 
holding companies, and U.S. IHCs of foreign banking organizations with 
$50 billion or more in total consolidated assets. The Board received 
several comments regarding the applicability of the LFI rating system. 
For example, one commenter suggested that the Board should use risk-
based factors instead of asset size to determine which firms are 
subject to the LFI rating system. Another commenter suggested that the 
$50 billion threshold should be raised.
    In addition to the comments received, the Board has taken into 
consideration that since the proposal, section 401 of the Economic 
Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA) 
amended section 165 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (Dodd-Frank Act) to modify the $50 billion minimum asset 
threshold for general application of enhanced prudential standards.\9\ 
Effective immediately on the date of its enactment, bank holding 
companies with total consolidated assets equal to or greater than $50 
billion and less than

[[Page 58726]]

$100 billion were no longer subject to these standards.\10\
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    \9\ Public Law 115-174, section 401, 132 Stat. 1296 (2018).
    \10\ Section 401(f) of EGRRCPA also provides that any bank 
holding company, regardless of asset size, that has been identified 
as a Global Systemically Important Bank (GSIB) under the Board's 
GSIB capital surcharge rule shall be considered a bank holding 
company with $250 billion or more in total consolidated assets for 
purposes of applying the standards under section 165 and certain 
other provisions. EGRRCPA section 401.
    The Board issued two statements--one individually, and the other 
jointly with the FDIC and OCC--that provided information on Board-
administered regulations and associated reporting requirements that 
EGRRCPA immediately affected. See Board and Interagency statements 
regarding the impact of the Economic Growth, Regulatory Relief, and 
Consumer Protection Act (EGRRCPA), July 6, 2018, available at 
https://www.federalreserve.gov/newsevents/pressreleases/files/bcreg20180706a1.pdf; https://www.federalreserve.gov/newsevents/pressreleases/files/bcreg20180706b1.pdf. The statements describe 
interim positions that the Board and other agencies have taken until 
the agencies finalize amendments to their regulations to implement 
EGRRCPA.
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    In consideration of the comments received and the statutory changes 
under EGRRCPA, the final LFI rating system is being adopted for bank 
holding companies and, non-insurance and non-commercial savings and 
loan holding companies with total consolidated assets of $100 billion 
or more, and for U.S. IHCs of foreign banking organizations established 
under Regulation YY with total consolidated assets of $50 billion or 
more.\11\ The decision to increase the asset threshold to $100 billion 
for bank holding companies and non-insurance, non-commercial SLHCs is 
consistent with the minimum threshold for enhanced prudential standards 
established by EGRRCPA as well as the Board's intention to tailor 
certain of its regulations for domestic firms to implement EGRRCPA.\12\ 
The Board has retained the asset threshold of $50 billion for U.S. IHCs 
of foreign banking organizations as it continues to consider 
appropriate tailoring of its regulations for FBOs in light of EGRRCPA; 
however, the Board may adjust this asset threshold in the future if 
necessary.
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    \11\ For a bank holding company and savings and loan holding 
company, total consolidated assets of $100 billion or more will be 
calculated based on the average of the firm's total consolidated 
assets in the four most recent quarters as reported on the firm's 
quarterly financial reports filed with the Federal Reserve. A firm 
will continue to be rated under the final LFI rating system until it 
has less than $95 billion in total consolidated assets, based on the 
average total consolidated assets as reported on the firm's four 
most recent quarterly financial reports filed with the Federal 
Reserve. As noted in the proposal, the Federal Reserve may determine 
to apply the RFI rating system or another applicable rating system 
in certain limited circumstances.
    SLHCs are considered to be engaged in significant commercial 
activities if they derive 50 percent or more of their total 
consolidated assets or total revenues from activities that are not 
financial in nature under section 4(k) of the Bank Holding Company 
Act of 1956, as amended (12 U.S.C. 1843(k)). SLHCs are considered to 
be engaged in significant insurance underwriting activities if they 
are either insurance companies or hold 25 percent or more of their 
total consolidated assets in subsidiaries that are insurance 
companies. SLHCs that meet these criteria are excluded from the 
definition of ``covered savings and loan holding company'' in Sec.  
217.2 of the Board's Regulation Q. See 12 CFR 217.2.
    \12\ See 83 FR 56081 (November 9, 2018).
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    Bank holding companies with total consolidated assets of at least 
$50 billion but less than $100 billion will continue to be evaluated 
subject to the RFI rating system. The Board is currently reviewing 
existing supervisory guidance with respect to these firms to determine 
whether it is appropriate to make revisions to further distinguish 
supervisory expectations for firms with total consolidated assets of 
less than $100 billion.
    The proposed LFI rating system would not have applied to SLHCs that 
are predominantly engaged in insurance or commercial activities. The 
Board continues to consider the appropriate regulatory regime for these 
firms. As such, the Board will continue to rate these SLHCs on an 
indicative basis under the RFI rating system as it considers further 
the appropriate manner to assign supervisory ratings to such firms on a 
permanent basis.\13\
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    \13\ Concurrent with the issuance of this final LFI rating 
system, the Board adopted the RFI rating system for SLHCs that are 
depository in nature. See supra fn. 3. The RFI rating system will 
cease to apply to SLHCs with $100 billion or more in total 
consolidated assets upon the effective date of LFI rating system for 
such firms. The Board also continues to consider the appropriate 
regulatory regime for systemically important nonbank financial 
companies designated by the Financial Stability Oversight Council 
(FSOC) for supervision by the Federal Reserve.
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B. Timing and Implementation

    Under the proposal, the initial set of LFI ratings would have been 
assigned starting in 2018. Several commenters provided views regarding 
the timing and implementation of the final LFI rating system. For 
instance, commenters suggested that Federal Reserve delay 
implementation of the LFI rating system for firms with assets of less 
than $250 billion until the completion of regulatory reforms. Other 
commenters requested that the Board coordinate the implementation of 
the final LFI rating system with the related guidance setting forth 
attributes of effective boards and expectations for the management of 
business lines and independent risk management and controls, and the 
Federal Reserve provide more clarity regarding the implementation of 
the guidance.\14\ Another commenter requested that the Federal Reserve 
run a pilot program before implementing the final LFI rating system.
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    \14\ Comments related to implementation of the LFI rating system 
for FBOs are discussed below.
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    In light of the changes to the application of enhanced prudential 
standards under EGRRCPA, the Board is currently considering ways to 
tailor the regulatory and supervisory framework for firms that are not 
in the LISCC portfolio. Accordingly, in order to conduct that review 
and seek public comment on any proposed revisions to the Board's 
regulations, the Federal Reserve will continue to use the RFI rating 
system for ratings in 2019 for holding companies with assets of $100 
billion or more and U.S. intermediate holding companies of foreign 
banking organizations that are not subject to the LISCC framework. The 
Federal Reserve will assign ratings using the final LFI rating system 
beginning in early 2020.\15\
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    \15\ In early 2020, banking organizations that are not LISCC 
firms will receive all three component ratings under the LFI rating 
system; following the initial rating assignment, updates to 
individual rating components may be assigned and communicated to the 
firm on a rolling basis, but at least annually.
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    For bank holding companies and U.S. IHCs of foreign banking 
organizations subject to the LISCC framework, the Federal Reserve will 
begin assigning ratings using the final LFI rating system in early 
2019. In early 2019, LISCC firms will receive all three component 
ratings under the LFI rating system; following the initial rating 
assignment, updates to individual rating components may be assigned and 
communicated to the firm on a rolling basis, but at least annually.
    The Board believes that it is important to have the LFI rating 
system become effective soon in order to align the supervisory rating 
system with the Board's current consolidated supervisory framework for 
large financial institutions. This alignment will enhance the clarity 
of the Board's supervisory program, as both the Board's supervisory 
assessment of a firm and its related assignment of the firm's ratings 
will directly relate with the three core areas of focus in the 
consolidated supervisory framework: Capital, liquidity, and governance 
and controls. For example, supervisory assessments of a firm's capital 
and liquidity can be prominently reflected in the ratings assigned 
under the LFI rating system, whereas such assessments are less easily 
communicated within the structure of the RFI rating system. To ensure 
that ratings are assigned in a consistent and fair manner, the Federal 
Reserve is implementing staff training and will undertake a multi-level 
review and vetting before ratings are assigned.
    As noted above, the Board invited comment on two sets of guidance 
that

[[Page 58727]]

related to the governance and controls component rating--the first 
established principles regarding effective boards of directors focused 
on the performance of a board's core responsibilities, and the second 
set forth core principles of effective senior management, the 
management of business lines, and independent risk management and 
controls for large financial institutions. The Board continues to 
consider comments on both proposals, and thus, is not adopting either 
set of guidance at this time. Given that the guidance establishing 
principles regarding effective boards of directors is not finalized, 
the Federal Reserve intends to rely primarily on principles set forth 
in SR letter 12-17/CA letter 12-14 and safety and soundness to assess 
the effectiveness of a firm's board of directors. Given that the 
management of business lines and independent risk management and 
controls guidance is not finalized, the Federal Reserve will rely on 
existing risk management guidance to assess the effectiveness of a 
firm's management of business lines and independent risk management and 
controls.\16\
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    \16\ Existing risk management guidance includes, but is not 
limited to, SR letter 95-51, ``Rating the Adequacy of Risk 
Management Processes and Internal Controls at State Member Banks and 
Bank Holding Companies;'' SR letter 03-5, ``Amended Interagency 
Guidance on the Internal Audit Function and its Outsourcing;'' SR 
letter 12-17/CA letter 12-14, ``Consolidated Supervision Framework 
for Large Financial Institutions;'' SR letter 10-6, ``Interagency 
Policy Statement on Funding and Liquidity Risk Management,'' SR 
letter 13-1/CA letter 13-1, ``Supplemental Policy Statement on the 
Internal Audit Function and Its Outsourcing;'' SR letter 13-19/CA 
letter 13-21, ``Guidance on Managing Outsourcing Risk;'' SR letter 
15-18, ``Supervisory Assessment of Capital Planning and Positions 
for LISCC Firms and Large and Complex Firms;'' and SR letter 15-19, 
``Supervisory Assessment of Capital Planning and Positions for Large 
and Noncomplex Firms.'' In addition, Regulation YY sets forth risk 
management requirements, including liquidity risk management 
requirements.
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Reliance on other regulators
    Commenters requested that the Federal Reserve rely to a greater 
extent on the supervisory evaluations conducted by other regulators, 
including both domestic and foreign supervisors. Coordination with 
other domestic regulators and foreign supervisory authorities is a 
critical component of the LFI supervisory program. Federal Reserve 
staff meets regularly with counterparts at domestic and foreign 
regulatory agencies that have primary supervisory responsibility with 
respect to a banking organization or its subsidiaries, or its foreign 
bank parent, in order to leverage work and ensure effective 
coordination. In assigning LFI component ratings under the final LFI 
rating system, the Federal Reserve will continue to rely to the fullest 
extent possible on applicable information and assessments developed by 
other relevant supervisors and functional regulators.
Application to U.S. IHCs
    The proposed LFI rating system would have applied to U.S. IHCs of 
foreign banking organizations. Some commenters requested that the Board 
delay application of the LFI rating system to U.S. IHCs until the Board 
sought comment on governance and controls guidance designed 
specifically for U.S. IHCs. Commenters requested clarification on how 
the assignment of LFI ratings to U.S. IHCs would interact with other 
ratings assigned to the U.S. operations of foreign banking 
organizations (the combined U.S. operations assessment) and the ROCA 
rating for U.S. branches and agencies.
    Under the principle of national treatment, the Federal Reserve 
generally applies standards to the U.S. operations of a foreign banking 
organization consistent with those that apply to similarly situated 
U.S. banking organizations. The U.S. operations of a foreign banking 
organization are subject to regulatory standards set forth in 
Regulation YY, and expectations related to capital planning and 
positions, liquidity risk management and positions, and governance and 
controls, that are parallel to those that apply to a U.S. bank holding 
company. Applying the final LFI rating system to U.S. IHCs of foreign 
banking organizations would be consistent with national treatment and 
the Board's approach to regulating and supervising foreign banking 
organizations.
    As commenters note, the Board did not apply the guidance setting 
forth attributes of effective boards to U.S. IHCs, in recognition of 
the fact that a U.S. IHC is a subsidiary of a foreign banking 
organization. U.S. IHCs will not be subject to examinations solely 
focused on effectiveness of the U.S. IHC's board of directors.\17\ 
Rather, the Federal Reserve will indirectly assess the effectiveness of 
a U.S. IHC's board by considering whether weaknesses or deficiencies 
that are identified within the organization while conducting other 
supervisory work may be evidence of, or resulting from, governance-
related oversight deficiencies. For example, governance-related 
oversight deficiencies could be noted in the context of a significant 
risk management or control weakness that is identified during an 
examination of capital planning or business line management.
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    \17\ However, the Federal Reserve may consider the effectiveness 
of the IHC's board of directors in connection with other 
examinations. For example, the Federal Reserve may consider 
governance-related oversight deficiencies in the context of a 
significant risk management or control weakness that is identified 
during an examination of capital planning or business line 
management.
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    The Board will continue to evaluate the U.S. branches of foreign 
banks under the ROCA system, and assign a single component rating to 
the foreign banking organization's U.S. operations. As noted in the 
preamble to the proposal, the Board is considering adjustments to the 
ratings for U.S. branches and the U.S. operations to better align with 
the LFI framework.
    Commenters also requested clarity in how the LFI rating would 
impact the ``well managed'' status of a foreign banking organization 
that is a financial holding company. Under current law, a foreign 
banking organization that is a financial holding company must be well 
capitalized and must have a satisfactory composite rating of its U.S. 
branch and agency operations and a satisfactory rating of its U.S. 
combined operations, if one is given. As with the rating currently 
assigned to a U.S. IHC under the RFI system, the LFI rating assigned to 
the U.S. IHC would be an input into the rating of the combined U.S. 
operations of a foreign bank.

C. LFI Rating Components

    Under the proposed LFI rating system, the Federal Reserve would 
have evaluated and assigned ratings for the following three components: 
Capital Planning and Positions; Liquidity Risk Management and 
Positions; and Governance and Controls. The final LFI rating system 
adopts these component categories as proposed.
Capital Planning and Positions
    As proposed, the Capital Planning and Positions rating would have 
encompassed assessments of (i) the effectiveness of the governance and 
planning processes used by a firm to determine the amount of capital 
necessary to cover risks and exposures, and to support activities 
through a range of conditions; and (ii) the sufficiency of a firm's 
capital positions to comply with applicable regulatory requirements and 
to support the firm's ability to continue to serve as a financial 
intermediary through a range of conditions.
    Several commenters sought clarification regarding the relationship 
between a firm's compliance with regulatory capital requirements and a 
firm's Capital Planning and Positions rating. In addition, some 
commenters asserted that receipt of a non-objection

[[Page 58728]]

to a capital plan should result in (or create the presumption of) a 
firm receiving a ``Satisfactory'' rating for the Capital Planning and 
Positions component under the LFI rating system.
    The final LFI rating system adopts the description of the Capital 
Planning and Positions component rating used in the proposal. A firm's 
capital rating under the LFI rating system will reflect a broad 
assessment of the firm's capital planning and positions, based on 
horizontal reviews and firm-specific supervisory work focused on 
capital planning and positions. In consolidating supervisory findings 
into a comprehensive assessment of a firm's capital planning and 
positions, the Federal Reserve will take into account the materiality 
of a firm's outstanding and newly identified supervisory issues.
    A firm's compliance with minimum regulatory capital requirements 
will be considered in assigning the firm's Capital Planning and 
Positions component rating; however, the Federal Reserve may determine 
that a firm does not meet expectations regarding its capital position 
in light of its idiosyncratic activities and risks, even if the firm 
meets minimum regulatory capital requirements. Any findings from 
supervisory stress testing, such as CCAR or similar activities, will 
represent inputs into the Capital Planning and Positions component 
rating. However, with respect to any firm that may be subject to a 
qualitative review of its capital planning practices, there is no 
automatic link between the results of that review and the firm's 
capital rating.
    Some commenters argued that the Board should discontinue its 
practice of publicly objecting or not-objecting to a firm's capital 
plan. Last year, the Board exempted firms with less than $250 billion 
in assets and less than $75 billion in nonbank assets from the CCAR 
qualitative assessment, and in the recent stress capital buffer 
proposal, the Board sought comments on potential changes to the CCAR 
qualitative assessment.\18\ The Board is currently in the process of 
evaluating these comments.
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    \18\ 83 FR 9308 (February 3, 2017); 83 FR 18160 (April 25, 
2018).
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    In addition, commenters noted that the Board should clarify that 
the final LFI rating system does not create any new qualitative 
standards for capital planning, and others requested that the Board 
separately seek comment on the capital planning expectations included 
in SR letters 15-18 and 15-19. Consistent with the commenters' request, 
the Board confirms that the final LFI rating system does not create any 
new capital planning expectations applicable to LFIs. When the Board 
adopted SR letters 15-18 and 15-19, it did not seek comment on those 
letters, as they largely consolidated the Federal Reserve's existing 
capital planning guidance in one place. To the extent the Board 
considers adjustments to those letters in the future, the Board will 
take commenters' views into account.
Liquidity Risk Management and Positions
    As proposed, the Liquidity Risk Management and Positions component 
rating would have encompassed assessments of (i) the effectiveness of a 
firm's governance and risk management processes used to determine the 
amount of liquidity necessary to cover risks and exposures, and to 
support activities through a range of conditions; and (ii) the 
sufficiency of a firm's liquidity positions to comply with applicable 
regulatory requirements and to support the firm's ongoing obligations 
through a range of conditions.
    Several commenters requested that the Board clarify how the 
liquidity rating would be assigned and clarify the linkage between a 
firm's rating and its compliance with the minimum liquidity 
requirements. The final ratings system adopts the description of the 
Liquidity Risk Management and Positions component rating used in the 
proposal without change. In assessing the liquidity risk management and 
position of a banking organization, the Federal Reserve evaluates each 
firm's risk management practices by reviewing the processes that firms 
use to identify, measure, monitor, and manage liquidity risk and make 
funding decisions, and evaluating the firm's compliance with the 
liquidity risk management requirements of Regulation YY. The Federal 
Reserve evaluates a firm's liquidity positions against applicable 
regulatory requirements, and assesses the firm's ability to support its 
obligations through other means, such as its funding concentrations. A 
firm's liquidity rating will reflect the materiality of issues 
identified through the supervisory process.
    In addition, commenters requested additional detail on the 
relationship between the Liquidity Risk Management and Positions rating 
of a LISCC firm and its performance in the Comprehensive Liquidity 
Assessment Review (CLAR). As for all component ratings, horizontal and 
firm-specific examination work conducted under the LISCC liquidity 
program, which is inclusive of the horizontal work covered under the 
CLAR, will represent a material input into a firm's liquidity rating. 
Unlike CCAR, the LISCC liquidity program's assessment does not result 
in an objection or non-objection ; rather, it results in supervisory 
findings communicated to the firm, which may include ``matters 
requiring attention'' and ``matters requiring immediate attention,'' as 
applicable.
Governance and Controls
    The proposed Governance and Controls component rating would have 
evaluated the effectiveness of a firm's (i) board of directors,\19\ 
(ii) management of business lines and independent risk management and 
controls,\20\ and (iii) recovery planning (for domestic LISCC firms 
only).\21\
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    \19\ ``Board'' or ``board of directors'' also refers to the 
equivalent to a board of directors, as appropriate, as well as 
committees of the board of directors or the equivalent thereof, as 
appropriate.
    \20\ The final LFI rating system uses the term ``management of 
business lines'' instead of ``management of core business lines,'' 
in order to align with the proposed guidance on the management of 
business lines and independent risk management and controls.
    \21\ At this time, recovery planning expectations only apply to 
domestic bank holding companies subject to the Federal Reserve's 
LISCC supervisory framework. See SR letter 14-8, ``Consolidated 
Recovery Planning for Certain Large Domestic Bank Holding 
Companies.'' Should the Federal Reserve expand the scope of recovery 
planning expectations to encompass additional firms, this rating 
will reflect such expectations for the broader set of firms.
    There are eight domestic firms in the LISCC portfolio: (1) Bank 
of America Corporation; (2) Bank of New York Mellon Corporation; (3) 
Citigroup, Inc.; (4) Goldman Sachs Group, Inc.; (5) JP Morgan Chase 
& Co.; (6) Morgan Stanley; (7) State Street Corporation; and (8) 
Wells Fargo & Company.
---------------------------------------------------------------------------

    This component rating would have included consideration of a firm's 
compliance practices. One commenter suggested that the rating take into 
account only compliance matters that would have a material impact on a 
firm's financial and operational strength and resiliency. The Board 
expects all firms to comply fully with applicable laws and regulations, 
including those related to consumer protection. In assigning a 
supervisory rating, the Board will take into account the materiality of 
outstanding and identified supervisory issues, including the extent to 
which a matter would have a material impact on a firm's financial and 
operational strength and resiliency.
    The proposed Governance and Controls component rating would have 
included a consideration of recovery planning for domestic LISCC firms, 
given the heightened risks that LISCC firms present to financial 
stability. One commenter suggested that the governance and controls 
rating not include recovery planning for domestic LISCC firms, because 
related supervisory expectations are already

[[Page 58729]]

reflected in other aspects of the LFI rating system. The final LFI 
rating system maintains consideration of recovery planning in assessing 
the governance and controls of a LISCC firm, as effective recovery 
planning practices are central to ensuring that a LISCC firm has 
sufficient financial and operational strength to continue operations 
through a range of conditions.
    The Board requested comment on whether resolution planning should 
also be a component of, or otherwise factored into, the LFI rating 
system. Several commenters argued against inclusion of resolution 
planning, stating, for example, that adding a separate component rating 
for resolution planning would be duplicative in light the current 
public deficiency findings under the resolution plan rule. One 
commenter supported the inclusion of resolution planning in the LFI 
rating system.
    The Board has determined not to include a separate component rating 
for a firm's resolution planning as part of the final LFI rating 
system. The Board will continue to consider whether the LFI rating 
system should be modified in the future to include an assessment of the 
sufficiency of a firm's resolution planning efforts.

D. LFI Rating Scale

    Under the proposed LFI rating system, ratings would have been 
assigned based on a four-point scale, with the following categories: 
Satisfactory/Satisfactory Watch, Deficient-1, and Deficient-2. One 
commenter expressed concern that the reduction in the number of ratings 
categories from five, as in the current RFI framework, to four, would 
result in the new rating framework being less flexible and nuanced, and 
lead to inadvertent rating downgrades.
    A four-category rating scale is intended to increase the usability 
of the scale--under the RFI rating system, the highest rating of ``1'' 
and the lowest rating of ``5'' were rarely used when rating LFIs. 
Further, the ``Conditionally Meets Expectations'' rating category 
enables the Federal Reserve to identify certain material issues at a 
firm and provide a firm with notice and the ability to fix those issues 
before the firm experiences regulatory consequences as a result of the 
ratings downgrade.
    The final LFI rating system adopts a similar four-category scale, 
but uses different terminology to improve the descriptiveness of the 
rating categories. Specifically, the final rating categories are: 
Broadly Meets Expectations, Conditionally Meets Expectations, 
Deficient-1, and Deficient-2. The final LFI rating system also 
clarifies the definitions within each category to provide additional 
guidance to examiners and provide transparency to firms about the 
calibration of each category.
    Several commenters also expressed the need for the use of 
additional quantitative measures improve transparency and consistency 
in how ratings are derived. The Federal Reserve will continue to use 
quantitative measures, together with supervisory judgment, to inform a 
comprehensive assessment of a firm's Capital, Liquidity, and Governance 
and Controls.

Broadly Meets Expectations

    In the proposal, the highest rating category was ``Satisfactory.'' 
A ``Satisfactory'' rating would have indicated that a firm is 
considered safe and sound and broadly meets supervisory expectations.
    The final LFI rating system renames the rating category as 
``Broadly Meets Expectations,'' to align more closely with the 
underlying definition of the rating category.\22\ As with the proposal, 
the final ratings definition for ``Broadly Meets Expectations'' 
provides that a firm may have supervisory issues requiring corrective 
action; however, these issues are unlikely to present a threat to the 
firm's ability to maintain safe-and-sound operations through a range of 
conditions.
---------------------------------------------------------------------------

    \22\ References to ``safe and sound'' or ``safety and 
soundness'' in the LFI rating system apply to a firm's consolidated 
organization as well as to its critical operations and banking 
offices.
---------------------------------------------------------------------------

    Two commenters suggested that the rating scale should include a 
higher rating above the ``Satisfactory'' designation, similar to the 
``Strong'' rating utilized with the RFI, CAMELS, and other supervisory 
rating systems. The final LFI rating system does not include a 
``Strong'' rating, which may suggest that the Federal Reserve expects 
firms to exceed, not simply meet, supervisory expectations. In 
addition, a ``Strong'' rating would not enhance or clarify supervisory 
communications, as a ``Strong'' rating would have no supervisory 
consequences.\23\
---------------------------------------------------------------------------

    \23\ One comment requested removal of the term ``strong,'' which 
was used to describe practices related to controls. To provide the 
clarity requested by the commenter, the final terminology has been 
changed to use the term ``effective.''
---------------------------------------------------------------------------

    One commenter stated that the rule should clarify the circumstances 
under which MRAs or MRIAs would trigger a downgrade from the 
``Satisfactory'' rating. As noted above, in consolidating supervisory 
findings into a comprehensive assessment in each category, the Board 
will take into account the materiality of a firm's outstanding and 
newly identified supervisory issues. While a given ratings assessment 
will depend on the circumstances, the LFI rating scale is designed to 
clarify the relationship between supervisory issues and deficiencies, 
and a firm's progress in remediation and mitigation efforts.
Conditionally Meets Expectations
    In the proposed LFI rating system, the second highest rating 
category was ``Satisfactory Watch.'' This rating would have indicated 
that a firm was generally considered safe and sound; however, certain 
issues were sufficiently material that, if not resolved in a timely 
manner in the normal course of business, they would put the firm's 
prospects for remaining safe and sound through a range of conditions at 
risk. As noted in the proposal, the ``Satisfactory Watch'' rating was 
intended to be consistent with the Federal Reserve's practice of 
providing notice to firms that they are likely to be downgraded if 
identified weaknesses are not resolved in a timely manner.
    The preamble to the proposal noted that the ``Satisfactory Watch'' 
rating was not intended to be used for a prolonged period; rather, 
firms would have had a specified timeframe to fully resolve issues 
leading to that rating (as is the case with all supervisory issues), 
but generally no longer than 18 months. Several commenters noted that 
many supervisory issues take longer than 18 months to resolve, and that 
resolution of certain issues requires substantial infrastructure 
investment and changes in processes and controls. As such, these 
commenters argued that the specified remediation timeframes in the 
``Satisfactory Watch'' rating should be based on the specific facts and 
circumstances of the supervisory issue(s) in question, rather than 
limited to an 18-month period. These commenters also argued that a firm 
should not be downgraded provided the firm makes good faith efforts to 
remediate the issues and progress is made.
    As in the proposal, the final ratings framework states that the 
Federal Reserve does not intend for a firm to be rated ``Conditionally 
Meets Expectations'' for a prolonged period. However, unlike the 
proposal, the final ratings framework does not establish a fixed 
timeline for how long a firm can be rated ``Conditionally Meets 
Expectations.'' Instead, the final ratings framework reflects an 
understanding that timelines will be issues-specific, noting that the 
Federal Reserve will work with the firm to develop an

[[Page 58730]]

appropriate timeframe during which the firm would be expected to 
resolve each supervisory issue leading to the ``Conditionally Meets 
Expectations'' rating. Further, the final ratings framework reflects an 
understanding that completion and validation of remediation activities 
for selected supervisory issues--such as those involving information 
technology modifications--will require an extended time horizon. In all 
instances, appropriate and effective risk mitigation techniques must be 
utilized in the interim to maintain safe-and-sound operations under a 
range of conditions until remediation activities are completed, 
validated, and fully operational.
    One commenter recommended that the ``Satisfactory Watch'' rating 
should be permanent, rather than temporary, while another argued that 
the ``Satisfactory Watch'' rating should be used infrequently. The 
final LFI rating system acknowledges there are circumstances when a 
firm may be rated ``Conditionally Meets Expectations'' for a longer 
period of time if, for instance, the firm is close to completing 
resolution of the supervisory issues leading to the ``Conditionally 
Meets Expectations'' rating, but new issues may be identified that, 
taken alone, would be consistent with a ``Conditionally Meets 
Expectations'' rating. In this event, the firm may continue to be rated 
``Conditionally Meets Expectations,'' provided the new issues do not 
reflect a pattern of deeper or prolonged capital planning or position 
weaknesses consistent with a ``Deficient'' rating.
    The proposal would have provided that ``Satisfactory Watch'' would 
be appropriate when a firm could resolve the issue in a timely manner 
in the normal course of business. Commenters requested clarification on 
expectations regarding ``normal course of business.'' The final LFI 
rating system clarifies that ``normal course of business'' means that a 
firm has the ability to resolve these issues through measures that do 
not require a material change to the firm's business model or financial 
profile, or its governance, risk management, or internal control 
structures or practices.
    Several commenters also argued that a firm rated ``Deficient'' 
should be upgraded to the ``Satisfactory Watch'' rating if the firm has 
remediated identified deficiencies but a validation process had not yet 
been completed. As indicated in the Deficient-1 section below, the 
final LFI framework indicates that a firm previously rated 
``Deficient'' may be upgraded to ``Conditionally Meets Expectations'' 
if the firm's remediation and mitigation activities are sufficiently 
advanced so that its prospects for remaining safe and sound are no 
longer at significant risk, even if the firm has outstanding 
supervisory issues or is subject to an active enforcement action.
Deficient-1
    In the proposal, the third rating category was ``Deficient-1,'' 
which would have indicated that, although the firm's current condition 
is not considered to be materially threatened, there were financial 
and/or operational deficiencies that put its prospects for remaining 
safe and sound through a range of conditions at significant risk. The 
final ratings framework maintains the name of the third rating 
category.
    Under the proposed LFI rating system, a firm that received a rating 
of ``Deficient-1'' or ``Deficient-2'' in any component rating would not 
be considered ``well managed'' for purposes of the Bank Holding Company 
Act (BHC Act).\24\ Several commenters suggested that the ``well 
managed'' determination should be made on the basis of an assessment of 
the firm as a whole, rather than the automatic consequence of any one 
component rating. One commenter argued that the separate, standalone 
composite rating should form the sole basis for determining a firm's 
``well managed'' status.
---------------------------------------------------------------------------

    \24\ For purposes of determining whether a firm is considered to 
be ``well managed'' under section 2(o)(9) of the BHC Act, the 
Federal Reserve considers the three component ratings, taken 
together, to be equivalent to assigning a standalone composite 
rating. In addition, the RFI rating system designates the ``Risk 
Management'' rating as the ``management'' rating when making ``well 
managed'' determinations under section 2(o)(9)(A)(ii) of the BHC 
Act. See SR letter 04-8. In contrast, the LFI rating system would 
not designate any of the three component ratings as a ``management'' 
rating, because each component evaluates different areas of the 
firm's management.
---------------------------------------------------------------------------

    Conditioning a firm's ``well managed'' status on all three rating 
categories reflects the judgment that a banking organization is not in 
satisfactory condition overall unless it is considered sound in each of 
the key areas of capital, liquidity, and governance and controls. Each 
rating category includes assessments of key aspects of a firm's 
practices and capabilities, including management, that are necessary to 
operate in a safe-and-sound manner. A ``Deficient'' rating in any of 
the components reflects the supervisory conclusion that financial or 
operational deficiencies have placed the firm's safety and soundness at 
significant risk, which would not warrant a firm being deemed ``well 
managed.'' Accordingly, the final LFI rating system maintains the 
proposed approach to determining whether a firm is ``well managed.''
    Under current law, a firm must receive a ``Satisfactory'' risk 
management and composite rating in order to qualify as ``well 
managed.'' Several commenters argued that the proposed rating scale 
would introduce a more rigid standard compared with the RFI rating 
system, potentially making LFIs less likely to be considered ``well 
managed.'' In the Board's view, any rigidity is balanced by the 
introduction of the ``Conditionally Meets Expectations'' rating, which 
provides notice to firms that they are likely to be downgraded if 
identified weaknesses are not resolved in a timely manner.
    The proposal noted that a ``Deficient-1'' component rating would 
often be an indication that the firm should be subject to either an 
informal or formal enforcement action, and may also result in the 
designation of the firm as being in ``troubled condition.'' \25\ 
Several commenters requested clarity under what circumstances a 
``Deficient-1'' rating would result in ``troubled condition'' status or 
a formal enforcement action.
---------------------------------------------------------------------------

    \25\ See 12 CFR 225.71(d).
---------------------------------------------------------------------------

    Consistent with commenters' views, the final LFI rating system 
reflects that there is no presumption that a firm rated ``Deficient-1'' 
would be deemed to be in ``troubled condition.'' Whether a firm rated 
``Deficient-1'' receives a ``troubled condition'' designation will be 
determined by the facts and circumstances at that firm. However, firms 
rated ``Deficient-1'' due to financial weaknesses in either capital or 
liquidity would be more likely to be deemed in ``troubled condition'' 
than firms rated ``Deficient-1'' due solely to issues of governance or 
controls.
    While a commenter asked that a ``Deficient-1'' rating be an 
automatic bar to new or expansionary activity, others suggested that 
firms rated ``Deficient-1'' not be subject to any restrictions on 
growth. Consistent with the proposal, receiving a ``Deficient-1'' 
rating under the final LFI rating system would result in automatic 
consequences for a firm's ``well managed'' status, which would limit 
the firm's ability to engage in new or expansionary nonbanking 
activities. Further, as with the proposal, a ``Deficient-1'' rating in 
the final LFI rating system could be a barrier for a firm seeking the 
Federal Reserve's approval of a proposal to engage in new or 
expansionary activities, unless the firm can demonstrate that (i) it is 
making meaningful, sustained progress in resolving identified 
deficiencies and

[[Page 58731]]

issues; (ii) the proposed new or expansionary activities would not 
present a risk of exacerbating current deficiencies or issues or lead 
to new concerns; and (iii) the proposed activities would not distract 
the firm from remediating current deficiencies or issues.
Deficient-2
    A ``Deficient-2'' rating indicates that financial and/or 
operational deficiencies materially threaten the firm's safety and 
soundness, or have already put the firm in an unsafe and unsound 
condition. The proposal noted that a firm with a ``Deficient-2'' 
component rating would be required to immediately (i) implement 
comprehensive corrective measures sufficient to restore and maintain 
appropriate capital planning capabilities and adequate capital 
positions; and (ii) demonstrate the sufficiency, credibility and 
readiness of contingency planning in the event of further deterioration 
of the firm's financial or operational strength or resiliency. It also 
noted that there is a strong presumption that a firm rated ``Deficient-
2'' will be subject to a formal enforcement action by the Federal 
Reserve, and that the Federal Reserve would be unlikely to approve a 
proposal from a firm to engage in new or expansionary activities.
    The final LFI rating system adopts the ``Deficient-2'' ratings 
category without change.

E. General Comments

Eliminating Subcomponent Ratings
    The proposed LFI rating system described the areas of assessment 
under each component rating, but would not have assigned separate 
subcomponents for each area of assessment. A few commenters recommended 
that each of the three component ratings include subcomponent ratings, 
as used in the RFI rating system. These commenters argued that 
subcomponent ratings aid supervisory staff to consistently apply the 
component rating across institutions, and allow firms to more easily 
identify, communicate, and correct deficiencies across the 
organization.
    Communicating a single rating in each component is intended to 
reinforce the Board's view that the strength of a firm's capital and 
liquidity position is integrated with the effectiveness the firm's 
capital planning and liquidity risk management, respectively, and the 
strength of a firm's risk management depends on the effectiveness of 
the board oversight. In developing the rating, the Federal Reserve will 
rely on firm-specific and horizontal examination work. Throughout the 
year, and in connection with its rating, firms will receive feedback 
relating to the supervisory activities that inform the ratings, which 
will provide firms with specific feedback relating to the elements of 
the rating.
Composite Rating
    Several commenters asserted that the LFI rating system should 
include a separate, standalone composite rating in addition to the 
three component ratings. These commenters asserted that a composite 
rating would provide a fuller view of the health of each institution.
    Unlike other supervisory rating systems, including the RFI rating 
system, the Federal Reserve will not assign a standalone composite 
rating under the LFI rating system. As noted in the proposal, assigning 
a standalone composite rating is not necessary because the three 
component ratings are designed to clearly communicate supervisory 
assessments and associated consequences for each of the core areas 
(capital, liquidity, and governance and controls). Further, the 
components identify those core areas that are necessary and critical to 
a firm's strength and resilience. It is unlikely that the assignment of 
a standalone composite rating would convey new or additional 
information regarding these supervisory assessments not already 
communicated by the three component ratings, and a standalone composite 
rating could dilute the clarity and impact of the component ratings. As 
such, the final LFI rating system does not include a separate 
standalone composite rating.
Disclosure and Challenge to Ratings
    In accordance with the Federal Reserve's regulations governing 
confidential supervisory information,\26\ ratings assigned under the 
proposed LFI rating system would have been communicated by the Federal 
Reserve to the firm but not disclosed publicly. One commenter requested 
that LFI rating components be publicly disclosed, as the public would 
benefit from additional supervisory disclosure regarding individual 
firms. The Board has traditionally maintained the confidentiality of 
supervisory ratings in order to preserve candor in communication 
between supervised institutions and the Board. For this reason, in 
accordance with the Federal Reserve's regulations governing 
confidential supervisory information, ratings assigned under the LFI 
rating system will be communicated by the Federal Reserve to the firm, 
but individual ratings will not be disclosed publicly. The Federal 
Reserve will continue to think broadly in considering ways to enhance 
transparency across its processes and communications in support of 
improved supervisory approaches and outcomes.
---------------------------------------------------------------------------

    \26\ See 12 CFR 261.20.
---------------------------------------------------------------------------

    In addition, some commenters indicated that there should be a more 
effective process for firms to challenge and seek review of supervisory 
findings, such as additional opportunities to respond to adverse 
findings by examiners, and meetings with the Federal Reserve. The 
Federal Reserve is committed to engaging in ongoing dialogue with 
banking organizations regarding supervisory findings to ensure that 
firms understand supervisory expectations and that the Federal Reserve 
understands the way that firms think about their business and risks. 
The Board also is committed to maintaining an effective independent 
appellate process to allow institutions to seek review of material 
supervisory determinations. The Board recently issued a proposal that 
is out for comment and is currently considering comments on that 
proposal.\27\
---------------------------------------------------------------------------

    \27\ See 83 FR 8391 (February 27, 2018).
---------------------------------------------------------------------------

V. Changes to Existing Regulations

    References to holding company ratings are included in a number of 
the Federal Reserve's existing regulations. In certain cases, the 
regulations are narrowly constructed such that they contemplate only 
the assignment of a standalone composite rating using a numerical 
rating scale. This is consistent with the current RFI rating system but 
is not compatible with the LFI rating system. Three provisions in the 
Federal Reserve's existing regulations are written in this manner, 
including two in Regulation K and one in Regulation LL.
    In Regulation K, Sec.  211.2(z) includes a definition of ``well 
managed'' which, in part, requires a bank holding company to have 
received a composite rating of 1 or 2 at its most recent examination or 
review; and Sec.  211.9(a)(2) requires an investor (which by definition 
can be a bank holding company) to have received a composite rating of 
at least 2 at its most recent examination in order to make investments 
under the general consent or limited general consent procedures 
contained in Sec.  211.9(b) and (c).
    In Regulation LL, Sec.  238.54(a)(1) restricts savings and loan 
holding companies from commencing certain activities without the 
Federal Reserve's

[[Page 58732]]

prior approval unless the company received a composite rating of 1 or 2 
at its most recent examination.
    To ensure that the Federal Reserve's regulations are consistent and 
compatible with all aspects of both the RFI rating system as well as 
the LFI rating system, the Federal Reserve is amending those three 
regulatory provisions so that they will apply to entities which receive 
numerical composite ratings as well as to entities which do not receive 
numerical composite ratings (including firms subject to the LFI rating 
system).\28\ To satisfy the requirements of those provisions, firms 
that do not receive numerical composite ratings will have to be 
considered satisfactory under the LFI rating system. To be considered 
satisfactory, a firm would have to be rated ``Broadly Meets 
Expectations'' or ``Conditionally Meets Expectations'' for each 
component of the LFI rating system; a firm which is rated ``Deficient-
1'' or lower for any component would not be considered satisfactory. 
This standard applies to any provision contained in the Federal 
Reserve's regulations, which requires or refers to a firm having a 
satisfactory composite rating.
---------------------------------------------------------------------------

    \28\ The Board may propose additional necessary revisions to its 
regulations resulting from the adoption of a final LFI rating 
system.
---------------------------------------------------------------------------

VI. Comparison of the RFI and LFI Rating Systems

    As compared to the RFI rating system, the proposed LFI rating 
system did not include an explicit assessment of a banking 
organization's ability to protect depository institutions from the 
activities of non-depository or capital market subsidiaries. The 
commenter suggested the Board revise the proposal to recognize the 
importance of this concept.
    In response to the commenter, the final LFI rating system 
acknowledges that a banking organization is expected to ensure that the 
consolidated organization, including its critical operations and 
banking offices, remains safe and sound through a range of potentially 
stressful conditions.
    The final LFI rating system includes several structural changes 
from the RFI rating system. The following table provides a broad 
comparison between the two rating systems.

------------------------------------------------------------------------
           RFI rating system                    LFI rating system
------------------------------------------------------------------------
           R--Risk Management
An evaluation of the ability of the      Assessment of the effectiveness
 bank holding company's board of          of a firm's governance and
 directors and senior management to       risk management practices is
 identify, measure, monitor, and          central to the Governance and
 control risk.                            Controls component rating. The
                                          Governance and Controls
                                          component rating evaluates a
                                          firm's effectiveness in
                                          aligning strategic business
                                          objectives with risk
                                          management capabilities;
                                          maintaining effective and
                                          independent risk management
                                          and control functions,
                                          including internal audit;
                                          promoting compliance with laws
                                          and regulations, including
                                          those related to consumer
                                          protection; and otherwise
                                          providing for the ongoing
                                          resiliency of the firm.
The rating is supported by four          Governance and risk management
 subcomponent ratings.                    practices specifically related
 Board and Senior Management      to maintaining financial
 Oversight.                               strength and resilience are
 Policies, Procedures, and        also incorporated into the
 Limits.                                  Capital Planning and Positions
 Risk Monitoring and Management   and Liquidity Risk Management
 Information Systems.                     and Positions component
 Internal Controls.............   ratings.
         F--Financial Condition
An evaluation of the consolidated        Assessment of a firm's
 organization's financial strength.       financial strength and
                                          resilience is specifically
                                          evaluated through the Capital
                                          Planning and Positions and
                                          Liquidity Risk Management and
                                          Positions component ratings.
The rating is supported by four          These component ratings also
 subcomponent ratings.                    assess the effectiveness of
 Capital Adequacy..............   associated planning and risk
 Asset Quality.................   management processes, and the
 Earnings......................   sufficiency of related
 Liquidity.....................   positions.
                                         Although asset quality and
                                          earnings are not rated
                                          separately, they continue to
                                          be important elements in
                                          assessing a firm's safety and
                                          soundness and resiliency, and
                                          are important considerations
                                          within each of the LFI
                                          component ratings.
               I--Impact
An assessment of the potential impact    Although a separate ``Impact''
 of the firm's nondepository entities     rating will not be assigned,
 on its subsidiary depository             the LFI rating system will
 institution(s).                          assess a firm's ability to
                                          protect the safety and
                                          soundness of its subsidiary
                                          depository institutions,
                                          including whether the firm can
                                          provide financial and
                                          operational strength to its
                                          subsidiary depository
                                          institutions.\29\
       D--Depository Institutions
Generally reflects the composite CAMELS  The LFI rating system would not
 rating assigned by the primary           assign a separate rating for a
 supervisor of the subsidiary             firm's depository institution
 depository institution(s).\30\           subsidiaries. The Federal
                                          Reserve will continue to rely
                                          to the fullest extent possible
                                          on supervisory assessments
                                          developed by the primary
                                          supervisor of the subsidiary
                                          depository institution(s).

[[Page 58733]]

 
          C--Composite Rating
The overall composite assessment of the  A standalone composite rating
 bank holding company as reflected by     will not be assigned. The
 the R, F, and I ratings, and supported   three LFI component ratings
 by examiner judgment with respect to     are designed to clearly
 the relative importance of each          communicate supervisory
 component to the safe and sound          assessments and associated
 operation of the bank holding company..  consequences for each of the
                                          core areas (capital,
                                          liquidity, and governance and
                                          controls) that are considered
                                          critical to an LFI's strength
                                          and resilience.
                                         For purposes of determining
                                          whether a firm is ``well
                                          managed,'' each component must
                                          be rated either ``Broadly
                                          Meets Expectations'' or
                                          ``Conditionally Meets
                                          Expectations'' in order for a
                                          firm to be deemed ``well
                                          managed.''
------------------------------------------------------------------------

VII. Regulatory Analysis
---------------------------------------------------------------------------

    \29\ See Sections 616 of Dodd-Frank Act (financial strength), 12 
CFR 225.4 of the Board's Regulation Y, and 12 CFR 238.8 of the 
Board's Regulation LL.
    \30\ See SR letter 96-38, ``Uniform Financial Institutions 
Rating System,'' at http://www.federalreserve.gov/boarddocs/srletters/1996/sr9638.htm.
---------------------------------------------------------------------------

A. Paperwork Reduction Act

    There is no collection of information required by this proposal 
that would be subject to the Paperwork Reduction Act of 1995, 44 U.S.C. 
3501 et seq.

B. Regulatory Flexibility Analysis

    The Regulatory Flexibility Act (RFA), 5 U.S.C. 601 et seq., 
generally requires that, in connection with a proposed rulemaking, an 
agency prepare and make available for public comment an initial 
regulatory flexibility analysis (IRFA). The Board solicited public 
comment on the LFI rating system in a notice of proposed rulemaking and 
has since considered the potential impact of this final rule on small 
entities in accordance with section 604 of the RFA. Based on the 
Board's analysis, and for the reasons stated below, the Board believes 
the final rule will not have a significant economic impact on a 
substantial number of small entities.
    The RFA requires an agency to prepare a final regulatory 
flexibility analysis (FRFA) unless the agency certifies that the rule 
will not, if promulgated, have a significant economic impact on a 
substantial number of small entities. The FRFA must contain: (1) A 
statement of the need for, and objectives of, the rule; (2) a statement 
of the significant issues raised by the public comments in response to 
the IRFA, a statement of the agency's assessment of such issues, and a 
statement of any changes made in the proposed rule as a result of such 
comments; (3) the response of the agency to any comments filed by the 
Chief Counsel for Advocacy of the Small Business Administration in 
response to the proposed rule, and a detailed statement of any changes 
made to the proposed rule in the final rule as a result of the 
comments; (4) a description of an estimate of the number of small 
entities to which the rule will apply or an explanation of why no such 
estimate is available; (5) a description of the projected reporting, 
recordkeeping and other compliance requirements of the rule, including 
an estimate of the classes of small entities which will be subject to 
the requirement and type of professional skills necessary for 
preparation of the report or record; and (6) a description of the steps 
the agency has taken to minimize the economic impact on small entities, 
including a statement for selecting or rejecting the other significant 
alternatives to the rule considered by the agency.
    The final rule adopts a new holding company rating system for large 
financial institutions, and amend the Board's Regulations K and LL to 
ensure the Board's regulations are compatible with all aspects of the 
LFI rating system, but will not change the operation of those 
regulations for any entity that is not subject to the LFI rating 
system. Commenters did not raise any issues in response to the IRFA. In 
addition, the Chief Counsel for Advocacy of the Small Business 
Administration did not file any comments in response to the proposed 
rule.
    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 assets of 
$550 million or less (small banking organizations). As discussed in the 
SUPPLEMENTARY INFORMATION, the final rule will apply to all bank 
holding companies with total consolidated assets of $100 billion or 
more; all non-insurance, non-commercial savings and loan holding 
companies with total consolidated assets of $100 billion or more; and 
U.S. intermediate holding companies of foreign banking organizations 
with total consolidated assets of $50 billion or more.
    Companies that are subject to the final rule therefore 
substantially exceed the $550 million asset threshold at which a 
banking entity is considered a ``small entity'' under SBA regulations. 
Because the final rule does not apply to any company with assets of 
$550 million or less, the final rule would not apply to any ``small 
entity'' for purposes of the RFA.
    There are no projected reporting, recordkeeping, or other 
compliance requirements associated with the final rule. As discussed 
above, the final rule does not apply to small entities.
    The Board does not believe that the final rule duplicates, 
overlaps, or conflicts with any other Federal Rules. In addition, the 
Board does not believe there are significant alternatives to the final 
rule that have less economic impact on small entities. In light of the 
foregoing, the Board does not believe the final rule will have a 
significant economic impact on a substantial number of small entities.

C. Solicitation of Comments on Use of Plain Language

    Section 722 of the Gramm-Leach-Bliley Act requires the Board to use 
plain language in all proposed and final rules published after January 
1, 2000. The Board received no comments on these matters and believes 
that the final rule is written plainly and clearly.

List of Subjects

12 CFR Part 211

    Exports, Federal Reserve System, Foreign banking, Holding 
companies, Investments, Reporting and recordkeeping requirements.

12 CFR Part 238

    Administrative practice and procedure, Banks, Banking, Federal 
Reserve System, Holding companies, Reporting and recordkeeping 
requirements.

Authority and Issuance

    For the reasons stated in the preamble, the Board amends 12 CFR 
parts 211 and 238 as follows:

[[Page 58734]]

PART 211--INTERNATIONAL BANKING OPERATIONS (REGULATION K)

0
1. The authority citations for part 211 continues to read as follows:

    Authority: 12 U.S.C. 221 et seq., 1818, 1835a, 1841 et seq., 
3101 et seq., 3901 et seq., and 5101 et seq.; 15 U.S.C. 1681s, 
1681w, 6801 and 6805.


0
2. Section 211.2 is amended by revising paragraph (z) to read as 
follows:

Sec.  211.2  Definitions.

* * * * *
    (z) Well managed means that the Edge or agreement corporation, any 
parent insured bank, and the bank holding company either received a 
composite rating of 1 or 2 or is considered satisfactory under the 
applicable rating system, and has at least a satisfactory rating for 
management if such a rating is given, at their most recent examination 
or review.

0
3. Section 211.9 is amended by revising paragraph (a)(2) to read as 
follows:

Sec.  211.9  Investment procedures.

    (a) * * *
    (2) Composite rating. Except as the Board may otherwise determine, 
in order for an investor to make investments under the general consent 
or limited general consent procedures of paragraphs (b) and (c) of this 
section, at the most recent examination the investor and any parent 
insured bank must have either received a composite rating of at least 2 
or be considered satisfactory under the applicable rating system.
* * * * *

PART 238--SAVINGS AND LOAN HOLDING COMPANIES (REGULATION LL)

0
4. The authority citations for part 238 continues to read as follows:

    Authority: 5 U.S.C. 552, 559; 12 U.S.C. 1462, 1462a, 1463, 1464, 
1467, 1467a, 1468, 1813, 1817, 1829e, 1831i, 1972; 15 U.S.C. 78l.

0
5. Section 238.54 is amended by revising paragraph (a)(1) to read as 
follows:[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
DATE][RULES][RULE][PREAMB][AGENCY]*[/AGENCY][SUBJECT]*[/SUBJECT][/
PREAMB][SUPLINF][HED]*[/HED][REGTEXT][P]*[/P]


Sec.  238.54  Permissible bank holding company activities of savings 
and loan holding companies.

    (a) * * *
    (1) The holding company received a rating of satisfactory or above 
prior to January 1, 2008, or thereafter, either received a composite 
rating of ``1'' or ``2'' or be considered satisfactory under the 
applicable rating system in its most recent examination, and is not in 
a troubled condition as defined in Sec.  238.72, and the holding 
company does not propose to commence the activity by an acquisition (in 
whole or in part) of a going concern; or
* * * * *

    Note:  The following appendix will not appear in the Code of 
Federal Regulations.

Appendix A--Text of Large Financial Institution Rating System

A. Overview

    Each large financial institution (LFI) is expected to ensure 
that the consolidated organization (or the combined U.S. operations 
in the case of foreign banking organizations), including its 
critical operations and banking offices, remain safe and sound and 
in compliance with laws and regulations, including those related to 
consumer protection.\1\ The LFI rating system provides a supervisory 
evaluation of whether a covered firm possesses sufficient financial 
and operational strength and resilience to maintain safe-and-sound 
operations through a range of conditions, including stressful 
ones.\2\ The LFI rating system applies to bank holding companies 
with total consolidated assets of $100 billion or more; all non-
insurance, non-commercial savings and loan holding companies with 
total consolidated assets of $100 billion or more; and U.S. 
intermediate holding companies of foreign banking organizations with 
combined U.S. assets of $50 billion or more established pursuant to 
the Federal Reserve's Regulation YY.\3\
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    \1\ See SR letter 12-17/CA letter 12-14, ``Consolidated 
Supervisory Framework for Large Financial Institutions,'' at http://www.federalreserve.gov/bankinforeg/srletters/sr1217.htm.
    Hereinafter, when ``safe and sound'' or ``safety and soundness'' 
is used in this framework, related expectations apply to the 
consolidated organization and the firm's critical operations and 
banking offices.
    ``Critical operations'' are a firm's operations, including 
associated services, functions and support, the failure or 
discontinuance of which, in the view of the firm or the Federal 
Reserve, would pose a threat to the financial stability of the 
United States.
    ``Banking offices'' are defined as U.S. depository institution 
subsidiaries, as well as the U.S. branches and agencies of foreign 
banking organizations.
    \2\ ``Financial strength and resilience'' is defined as 
maintaining effective capital and liquidity governance and planning 
processes, and sufficiency of related positions, to provide for the 
continuity of the consolidated organization (including its critical 
operations and banking offices) through a range of conditions.
    ``Operational strength and resilience'' is defined as 
maintaining effective governance and controls to provide for the 
continuity of the consolidated organization (including its critical 
operations and banking offices) and to promote compliance with laws 
and regulations, including those related to consumer protection, 
through a range of conditions.
    References to ``financial or operational'' weaknesses or 
deficiencies implicate a firm's financial or operational strength 
and resilience.
    \3\ Total consolidated assets will be calculated based on the 
average of the firm's total consolidated assets in the four most 
recent quarters as reported on the firm's quarterly financial 
reports filed with the Federal Reserve. A firm will continue to be 
rated under the LFI rating system until it has less than $95 billion 
in total consolidated assets, based on the average total 
consolidated assets as reported on the firm's four most recent 
quarterly financial reports filed with the Federal Reserve. As noted 
in the proposal, the Federal Reserve may determine to apply the RFI 
rating system or another applicable rating system in certain limited 
circumstances.
---------------------------------------------------------------------------

    The LFI rating system is designed to:
     Fully align with the Federal Reserve's current 
supervisory programs and practices, which are based upon the LFI 
supervision framework's core objectives of reducing the probability 
of LFIs failing or experiencing material distress and reducing the 
risk to U.S. financial stability;
     Enhance the clarity and consistency of supervisory 
assessments and communications of supervisory findings and 
implications; and
     Provide transparency related to the supervisory 
consequences of a given rating.
    The LFI rating system is comprised of three components:
     Capital Planning and Positions: An evaluation of (i) 
the effectiveness of a firm's governance and planning processes used 
to determine the amount of capital necessary to cover risks and 
exposures, and to support activities through a range of conditions 
and events; and (ii) the sufficiency of a firm's capital positions 
to comply with applicable regulatory requirements and to support the 
firm's ability to continue to serve as a financial intermediary 
through a range of conditions.
     Liquidity Risk Management and Positions: An evaluation 
of (i) the effectiveness of a firm's governance and risk management 
processes used to determine the amount of liquidity necessary to 
cover risks and exposures, and to support activities through a range 
of conditions; and (ii) the sufficiency of a firm's liquidity 
positions to comply with applicable regulatory requirements and to 
support the firm's ongoing obligations through a range of 
conditions.
     Governance and Controls: An evaluation of the 
effectiveness of a firm's (i) board of directors,\4\ (ii) management 
of business lines and independent risk management and controls,\5\ 
and (iii) recovery planning (only for domestic firms that are 
subject to the Board's Large Institution Supervision Coordinating 
Committee (LISCC) Framework).\6\ This rating assesses a firm's

[[Page 58735]]

effectiveness in aligning strategic business objectives with the 
firm's risk appetite and risk management capabilities; maintaining 
effective and independent risk management and control functions, 
including internal audit; promoting compliance with laws and 
regulations, including those related to consumer protection; and 
otherwise planning for the ongoing resiliency of the firm.\7\
---------------------------------------------------------------------------

    \4\ References to ``board'' or ``board of directors'' in this 
framework includes the equivalent to a board of directors, as 
appropriate, as well as committees of the board of directors or the 
equivalent thereof, as appropriate.
    At this time, recovery planning expectations only apply to 
domestic bank holding companies subject to the Federal Reserve's 
LISCC supervisory framework. Should the Federal Reserve expand the 
scope of recovery planning expectations to encompass additional 
firms, this rating will reflect such expectations for the broader 
set of firms.
    \5\ The evaluation of the effectiveness of management of 
business lines would include management of critical operations.
    \6\ There are eight domestic firms in the LISCC portfolio: (1) 
Bank of America Corporation; (2) Bank of New York Mellon 
Corporation; (3) Citigroup, Inc.; (4) Goldman Sachs Group, Inc.; (5) 
JP Morgan Chase & Co.; (6) Morgan Stanley; (7) State Street 
Corporation; and (8) Wells Fargo & Company. In this guidance, these 
eight firms may collectively be referred to as ``domestic LISCC 
firms.''
    \7\ ``Risk appetite'' is defined as the aggregate level and 
types of risk the board and senior management are willing to assume 
to achieve the firm's strategic business objectives, consistent with 
applicable capital, liquidity, and other requirements and 
constraints.[FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
DATE][RULES][RULE][PREAMB][AGENCY]*P[AGENCY][SUBJECT]*[/SUBJECT][/
PREAMB][SUPLINF][HED]*[/HED][REGTEXT]PAPPENDIX][HED]*P/HED]
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B. Assignment of the LFI Component Ratings

    Each LFI component rating is assigned along a four-level scale:
     Broadly Meets Expectations: A firm's practices and 
capabilities broadly meet supervisory expectations, and the firm 
possesses sufficient financial and operational strength and 
resilience to maintain safe-and-sound operations through a range of 
conditions. The firm may be subject to identified supervisory issues 
requiring corrective action. These issues are unlikely to present a 
threat to the firm's ability to maintain safe-and-sound operations 
through a range of conditions.
     Conditionally Meets Expectations: Certain, material 
financial or operational weaknesses in a firm's practices or 
capabilities may place the firm's prospects for remaining safe and 
sound through a range of conditions at risk if not resolved in a 
timely manner during the normal course of business.
    The Federal Reserve does not intend for a firm to be assigned a 
``Conditionally Meets Expectations'' rating for a prolonged period, 
and will work with the firm to develop an appropriate timeframe to 
fully resolve the issues leading to the rating assignment and merit 
upgrade to a ``Broadly Meets Expectations'' rating.
    A firm is assigned a ``Conditionally Meets Expectations'' 
rating--as opposed to a ``Deficient'' rating--when it has the 
ability to resolve these issues through measures that do not require 
a material change to the firm's business model or financial profile, 
or its governance, risk management or internal control structures or 
practices. Failure to resolve the issues in a timely manner would 
most likely result in the firm's downgrade to a ``Deficient'' 
rating, since the inability to resolve the issues would indicate 
that the firm does not possess sufficient financial or operational 
capabilities to maintain its safety and soundness through a range of 
conditions.
    It is recognized that completion and validation of remediation 
activities for select supervisory issues--such as those involving 
information technology modifications--may require an extended time 
horizon. In all instances, appropriate and effective risk mitigation 
techniques must be utilized in the interim to maintain safe-and-
sound operations under a range of conditions until remediation 
activities are completed, validated, and fully operational.
     Deficient-1: Financial or operational deficiencies in a 
firm's practices or capabilities put the firm's prospects for 
remaining safe and sound through a range of conditions at 
significant risk. The firm is unable to remediate these deficiencies 
in the normal course of business, and remediation would typically 
require the firm to make a material change to its business model or 
financial profile, or its practices or capabilities.
    A firm's failure to resolve the issues in a timely manner that 
gave rise to a ``Conditionally Meets Expectations'' rating would 
most likely result in its downgrade to a ``Deficient'' rating.
    A firm with a ``Deficient-1'' rating is required to take timely 
corrective action to correct financial or operational deficiencies 
and to restore and maintain its safety and soundness and compliance 
with laws and regulations, including those related to consumer 
protection. There is a strong presumption that a firm with a 
``Deficient-1'' rating will be subject to an informal or formal 
enforcement action, and this rating assignment could be a barrier 
for a firm seeking Federal Reserve approval to engage in new or 
expansionary activities.
     Deficient-2: Financial or operational deficiencies in a 
firm's practices or capabilities present a threat to the firm's 
safety and soundness, or have already put the firm in an unsafe and 
unsound condition.
    A firm with a ``Deficient-2'' rating is required to immediately 
implement comprehensive corrective measures, and demonstrate the 
sufficiency of contingency planning in the event of further 
deterioration. There is a strong presumption that a firm with a 
``Deficient-2'' rating will be subject to a formal enforcement 
action, and the Federal Reserve would be unlikely to approve any 
proposal from a firm with this rating to engage in new or 
expansionary activities.
    The Federal Reserve will take into account a number of 
individual elements of a firm's practices, capabilities and 
performance when making each component rating assignment. The 
weighting of an individual element in assigning a component rating 
will depend on its impact on the firm's safety, soundness and 
resilience as provided for in the LFI rating system definitions. For 
example, for purposes of the Governance and Controls rating, a 
limited number of significant deficiencies--or even just one 
significant deficiency--noted for management of a single material 
business line could be viewed as sufficiently important to warrant a 
``Deficient-1'' for the Governance and Controls component rating, 
even if the firm meets supervisory expectations under the Governance 
and Controls component in all other respects.
    Under the LFI rating system, a firm must be rated ``Broadly 
Meets Expectations'' or ``Conditionally Meets Expectations'' for 
each of the three component ratings (Capital, Liquidity, Governance 
and Controls) to be considered ``well managed'' in accordance with 
various statutes and regulations.\8\ A ``well managed'' firm has 
sufficient financial and operational strength and resilience to 
maintain safe-and-sound operations through a range of conditions, 
including stressful ones.
---------------------------------------------------------------------------

    \8\ 12 U.S.C. 1841 et seq. and 12 U.S.C. 1461 et seq. See, e.g., 
12 CFR 225.4(b)(6), 225.14, 225.22(a), 225.23, 225.85, and 225.86; 
12 CFR 211.9(b), 211.10(a)(14), and 211.34; and 12 CFR 223.41.
---------------------------------------------------------------------------

C. LFI Rating Components

    The LFI rating system is comprised of three component ratings: 
\9\
---------------------------------------------------------------------------

    \9\ There may be instances where deficiencies or supervisory 
issues may be relevant to the Federal Reserve's assessment of more 
than one component area. As such, the LFI rating will reflect these 
deficiencies or issues within multiple rating components when 
necessary to provide a comprehensive supervisory assessment.
---------------------------------------------------------------------------

1. Capital Planning and Positions Component Rating

    The Capital Planning and Positions component rating evaluates 
(i) the effectiveness of a firm's governance and planning processes 
used to determine the amount of capital necessary to cover risks and 
exposures, and to support activities through a range of conditions; 
and (ii) the sufficiency of a firm's capital positions to comply 
with applicable regulatory requirements and to support the firm's 
ability to continue to serve as a financial intermediary through a 
range of conditions.
    In developing this rating, the Federal Reserve evaluates:
     Capital Planning: The extent to which a firm maintains 
sound capital planning practices through effective governance and 
oversight; effective risk management and controls; maintenance of 
updated capital policies and contingency plans for addressing 
potential shortfalls; and incorporation of appropriately stressful 
conditions into capital planning and projections of capital 
positions; and
     Capital Positions: The extent to which a firm's capital 
is sufficient to comply with regulatory requirements, and to support 
its ability to meet its obligations to depositors, creditors, and 
other counterparties and continue to serve as a financial 
intermediary through a range of conditions.

Definitions for the Capital Planning and Positions Component Rating

Broadly Meets Expectations

    A firm's capital planning and positions broadly meet supervisory 
expectations and support maintenance of safe-and-sound operations. 
Specifically:
     The firm is capable of producing sound assessments of 
capital adequacy through a range of conditions; and
     The firm's current and projected capital positions 
comply with regulatory requirements, and support its ability to 
absorb current and potential losses, to meet obligations, and to 
continue to serve as a financial intermediary through a range of 
conditions.
    A firm rated ``Broadly Meets Expectations'' may be subject to 
identified supervisory issues requiring corrective action. However, 
these issues are unlikely to present a threat to the firm's ability 
to maintain safe-and-sound operations through a range of potentially 
stressful conditions. [FEDREG][VOL]*[/VOL][NO]*[/NO][DATE]*[/
DATE][RULES] [RULE][PREAMB][AGENCY]*P[AGENCY][SUBJECT]*[/SUBJECT][/
PREAMB] [SUPLINF][HED]*[/HED][REGTEXT]PAPPENDIX][HED]*P/HED]

[[Page 58736]]

    A firm that does not meet the capital planning and position 
expectations associated with a ``Broadly Meets Expectations'' rating 
will be rated ``Conditionally Meets Expectations,'' ``Deficient-1,'' 
or ``Deficient-2,'' and subject to potential consequences as 
outlined below.

Conditionally Meets Expectations

    Certain, material financial or operational weaknesses in a 
firm's capital planning or positions may place the firm's prospects 
for remaining safe and sound through a range of conditions at risk 
if not resolved in a timely manner during the normal course of 
business.
    Specifically, if left unresolved, these weaknesses:
     May threaten the firm's ability to produce sound 
assessments of capital adequacy through a range of conditions; and/
or
     May result in the firm's projected capital positions 
being insufficient to absorb potential losses, comply with 
regulatory requirements, and support the firm's ability to meet 
current and prospective obligations and to continue to serve as a 
financial intermediary through a range of conditions.
    The Federal Reserve does not intend for a firm to be rated 
``Conditionally Meets Expectations'' for a prolonged period. The 
firm has the ability to resolve these issues through measures that 
do not require a material change to the firm's business model or 
financial profile, or its governance, risk management, or internal 
control structures or practices. The Federal Reserve will work with 
the firm to develop an appropriate timeframe during which the firm 
would be required to resolve each supervisory issue leading to the 
``Conditionally Meets Expectations'' rating.
    The Federal Reserve will closely monitor the firm's remediation 
and mitigation activities; in most instances, the firm will either:
    (i) Resolve the issues in a timely manner and, if no new 
material supervisory issues arise, be upgraded to a ``Broadly Meets 
Expectations'' rating because the firm's capital planning practices 
and related positions would broadly meet supervisory expectations; 
or
    (ii) Fail to resolve the issues in a timely manner and be 
downgraded to a ``Deficient-1'' rating, because the inability to 
resolve the issues would indicate that the firm does not possess 
sufficient financial or operational capabilities to maintain its 
safety and soundness through a range of conditions.
    It is possible that a firm may be close to completing resolution 
of the supervisory issues leading to the ``Conditionally Meets 
Expectations'' rating, but new issues are identified that, taken 
alone, would be consistent with a ``Conditionally Meets 
Expectations'' rating. In this event, the firm may continue to be 
rated ``Conditionally Meets Expectations,'' provided the new issues 
do not reflect a pattern of deeper or prolonged capital planning or 
position weaknesses consistent with a ``Deficient'' rating.
    A ``Conditionally Meets Expectations'' rating may be assigned to 
a firm that meets the above definition regardless of its prior 
rating. A firm previously rated ``Deficient-1'' may be upgraded to 
``Conditionally Meets Expectations'' if the firm's remediation and 
mitigation activities are sufficiently advanced so that the firm's 
prospects for remaining safe and sound are no longer at significant 
risk, even if the firm has outstanding supervisory issues or is 
subject to an active enforcement action.

Deficient-1

    Financial or operational deficiencies in a firm's capital 
planning or positions put the firm's prospects for remaining safe 
and sound through a range of conditions at significant risk. The 
firm is unable to remediate these deficiencies in the normal course 
of business, and remediation would typically require a material 
change to the firm's business model or financial profile, or its 
capital planning practices.
    Specifically, although the firm's current condition is not 
considered to be materially threatened:
     Deficiencies in the firm's capital planning processes 
are not effectively mitigated. These deficiencies limit the firm's 
ability to effectively assess capital adequacy through a range of 
conditions; and/or
     The firm's projected capital positions may be 
insufficient to absorb potential losses and to support its ability 
to meet current and prospective obligations and serve as a financial 
intermediary through a range of conditions.
    Supervisory issues that place the firm's safety and soundness at 
significant risk, and where resolution is likely to require steps 
that clearly go beyond the normal course of business--such as issues 
requiring a material change to the firm's business model or 
financial profile, or its governance, risk management or internal 
control structures or practices--would generally warrant assignment 
of a ``Deficient-1'' rating.
    A ``Deficient-1'' rating may be assigned to a firm regardless of 
its prior rating. A firm previously rated ``Broadly Meets 
Expectations'' may be downgraded to ``Deficient-1'' when supervisory 
issues are identified that place the firm's prospects for 
maintaining safe-and-sound operations through a range of potentially 
stressful conditions at significant risk. A firm previously rated 
``Conditionally Meets Expectations'' may be downgraded to 
``Deficient-1'' when the firm's inability to resolve supervisory 
issues in a timely manner indicates that the firm does not possess 
sufficient financial or operational capabilities to maintain its 
safety and soundness through a range of conditions.
    To address these financial or operational deficiencies, the firm 
is required to take timely corrective action to restore and maintain 
its capital planning and positions consistent with supervisory 
expectations. There is a strong presumption that a firm rated 
``Deficient-1'' will be subject to an informal or formal enforcement 
action by the Federal Reserve.
    A firm rated ``Deficient-1'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. A ``Deficient-1'' rating could be a barrier 
for a firm seeking Federal Reserve approval of a proposal to engage 
in new or expansionary activities, unless the firm can demonstrate 
that (i) it is making meaningful, sustained progress in resolving 
identified deficiencies and issues; (ii) the proposed new or 
expansionary activities would not present a risk of exacerbating 
current deficiencies or issues or lead to new concerns; and (iii) 
the proposed activities would not distract the firm from remediating 
current deficiencies or issues.

Deficient-2

    Financial or operational deficiencies in a firm's capital 
planning or positions present a threat to the firm's safety and 
soundness, or have already put the firm in an unsafe and unsound 
condition.
    Specifically, as a result of these deficiencies:
     The firm's capital planning processes are insufficient 
to effectively assess the firm's capital adequacy through a range of 
conditions; and/or
     The firm's current or projected capital positions are 
insufficient to absorb current or potential losses, and to support 
the firm's ability to meet current and prospective obligations and 
serve as a financial intermediary through a range of conditions.
    To address these deficiencies, the firm is required to 
immediately (i) implement comprehensive corrective measures 
sufficient to restore and maintain appropriate capital planning 
capabilities and adequate capital positions; and (ii) demonstrate 
the sufficiency, credibility and readiness of contingency planning 
in the event of further deterioration of the firm's financial or 
operational strength or resiliency. There is a strong presumption 
that a firm rated ``Deficient-2'' will be subject to a formal 
enforcement action by the Federal Reserve.
    A firm rated ``Deficient-2'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. The Federal Reserve would be unlikely to 
approve any proposal from a firm rated ``Deficient-2'' to engage in 
new or expansionary activities.

2. Liquidity Risk Management and Positions Component Rating

    The Liquidity Risk Management and Positions component rating 
evaluates (i) the effectiveness of a firm's governance and risk 
management processes used to determine the amount of liquidity 
necessary to cover risks and exposures, and to support activities 
through a range of conditions; and (ii) the sufficiency of a firm's 
liquidity positions to comply with applicable regulatory 
requirements and to support the firm's ongoing obligations through a 
range of conditions.
    In developing this rating, the Federal Reserve evaluates:
     Liquidity Risk Management: The extent to which a firm 
maintains sound liquidity risk management practices through 
effective governance and oversight; effective risk management and 
controls; maintenance of updated liquidity policies and contingency 
plans for addressing potential shortfalls; and incorporation of 
appropriately stressful conditions into liquidity planning and 
projections of liquidity positions; and
     Liquidity Positions: The extent to which a firm's 
liquidity is sufficient to comply with

[[Page 58737]]

regulatory requirements, and to support its ability to meet current 
and prospective obligations to depositors, creditors and other 
counterparties through a range of conditions.

Definitions for the Liquidity Risk Management and Positions Component 
Rating

Broadly Meets Expectations

    A firm's liquidity risk management and positions broadly meet 
supervisory expectations and support maintenance of safe-and-sound 
operations. Specifically:
     The firm is capable of producing sound assessments of 
liquidity adequacy through a range of conditions; and
     The firm's current and projected liquidity positions 
comply with regulatory requirements, and support its ability to meet 
current and prospective obligations and to continue to serve as a 
financial intermediary through a range of conditions.
    A firm rated ``Broadly Meets Expectations'' may be subject to 
identified supervisory issues requiring corrective action. However, 
these issues are unlikely to present a threat to the firm's ability 
to maintain safe-and-sound operations through a range of potentially 
stressful conditions.
    A firm that does not meet the liquidity risk management and 
position expectations associated with a ``Broadly Meets 
Expectations'' rating will be rated ``Conditionally Meets 
Expectations,'' ``Deficient-1,'' or ``Deficient-2,'' and subject to 
potential consequences as outlined below.

Conditionally Meets Expectations

    Certain, material financial or operational weaknesses in a 
firm's liquidity risk management or positions may place the firm's 
prospects for remaining safe and sound through a range of conditions 
at risk if not resolved in a timely manner during the normal course 
of business.
    Specifically, if left unresolved, these weaknesses:
     May threaten the firm's ability to produce sound 
assessments of liquidity adequacy through a range of conditions; 
and/or
     May result in the firm's projected liquidity positions 
being insufficient to comply with regulatory requirements, and 
support its ability to meet current and prospective obligations and 
to continue to serve as a financial intermediary through a range of 
conditions.
    The Federal Reserve does not intend for a firm to be rated 
``Conditionally Meets Expectations'' for a prolonged period. The 
firm has the ability to resolve these issues through measures that 
do not require a material change to the firm's business model or 
financial profile, or its governance, risk management or internal 
control structures or practices. The Federal Reserve will work with 
the firm to develop an appropriate timeframe during which the firm 
would be required to resolve each supervisory issue leading to the 
``Conditionally Meets Expectations'' rating.
    The Federal Reserve will closely monitor the firm's remediation 
and mitigation activities; in most instances, the firm will either:
    (i) Resolve the issues in a timely manner and, if no new 
material supervisory issues arise, and be upgraded to a ``Broadly 
Meets Expectations'' rating because the firm's liquidity risk 
management practices and related positions would broadly meet 
supervisory expectations; or
    (ii) Fail to resolve the issues in a timely manner and be 
downgraded to a ``Deficient-1'' rating, because the firm's inability 
to resolve those issues would indicate that the firm does not 
possess sufficient financial or operational capabilities to maintain 
its safety and soundness through a range of conditions.
    It is possible that a firm may be close to completing resolution 
of the supervisory issues leading to the ``Conditionally Meets 
Expectations'' rating, but new issues are identified that, taken 
alone, would be consistent with a ``Conditionally Meets 
Expectations'' rating. In this event, the firm may continue to be 
rated ``Conditionally Meets Expectations,'' provided the new issues 
do not reflect a pattern of deeper or prolonged capital planning or 
position weaknesses consistent with a ``Deficient'' rating.
    A ``Conditionally Meets Expectations'' rating may be assigned to 
a firm that meets the above definition regardless of its prior 
rating. A firm previously rated ``Deficient-1'' may be upgraded to 
``Conditionally Meets Expectations'' if the firm's remediation and 
mitigation activities are sufficiently advanced so that the firm's 
prospects for remaining safe and sound are no longer at significant 
risk, even if the firm has outstanding supervisory issues or is 
subject to an active enforcement action.

Deficient-1

    Financial or operational deficiencies in a firm's liquidity risk 
management or positions put the firm's prospects for remaining safe 
and sound through a range of conditions at significant risk. The 
firm is unable to remediate these deficiencies in the normal course 
of business, and remediation would typically require a material 
change to the firm's business model or financial profile, or its 
liquidity risk management practices.
    Specifically, although the firm's current condition is not 
considered to be materially threatened:
     Deficiencies in the firm's liquidity risk management 
processes are not effectively mitigated. These deficiencies limit 
the firm's ability to effectively assess liquidity adequacy through 
a range of conditions; and/or
     The firm's projected liquidity positions may be 
insufficient to support its ability to meet prospective obligations 
and serve as a financial intermediary through a range of conditions.
    Supervisory issues that place the firm's safety and soundness at 
significant risk, and where resolution is likely to require steps 
that clearly go beyond the normal course of business--such as issues 
requiring a material change to the firm's business model or 
financial profile, or its governance, risk management or internal 
control structures or practices--would generally warrant assignment 
of a ``Deficient-1'' rating.
    A ``Deficient-1'' rating may be assigned to a firm regardless of 
its prior rating. A firm previously rated ``Broadly Meets 
Expectations'' may be downgraded to ``Deficient-1'' when supervisory 
issues are identified that place the firm's prospects for 
maintaining safe-and-sound operations through a range of potentially 
stressful conditions at significant risk. A firm previously rated 
``Conditionally Meets Expectations'' may be downgraded to 
``Deficient-1'' when the firm's inability to resolve supervisory 
issues in a timely manner indicates that the firm does not possess 
sufficient financial or operational capabilities to maintain its 
safety and soundness through a range of conditions.
    To address these financial or operational deficiencies, the firm 
is required to take timely corrective action to restore and maintain 
its liquidity risk management and positions consistent with 
supervisory expectations. There is a strong presumption that a firm 
rated ``Deficient-1'' will be subject to an informal or formal 
enforcement action by the Federal Reserve.
    A firm rated ``Deficient-1'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. A ``Deficient-1'' rating could be a barrier 
for a firm seeking Federal Reserve approval of a proposal to engage 
in new or expansionary activities, unless the firm can demonstrate 
that (i) it is making meaningful, sustained progress in resolving 
identified deficiencies and issues; (ii) the proposed new or 
expansionary activities would not present a risk of exacerbating 
current deficiencies or issues or lead to new concerns; and (iii) 
the proposed activities would not distract the firm from remediating 
current deficiencies or issues.

Deficient-2

    Financial or operational deficiencies in a firm's liquidity risk 
management or positions present a threat to the firm's safety and 
soundness, or have already put the firm in an unsafe and unsound 
condition.
    Specifically, as a result of these deficiencies:
     The firm's liquidity risk management processes are 
insufficient to effectively assess the firm's liquidity adequacy 
through a range of conditions; and/or
     The firm's current or projected liquidity positions are 
insufficient to support the firm's ability to meet current and 
prospective obligations and serve as a financial intermediary 
through a range of conditions.
    To address these deficiencies, the firm is required to 
immediately (i) implement comprehensive corrective measures 
sufficient to restore and maintain appropriate liquidity risk 
management capabilities and adequate liquidity positions; and (ii) 
demonstrate the sufficiency, credibility and readiness of 
contingency planning in the event of further deterioration of the 
firm's financial or operational strength or resiliency. There is a 
strong presumption that a firm rated ``Deficient-2'' will be subject 
to a formal enforcement action by the Federal Reserve.
    A firm rated ``Deficient-2'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. The Federal Reserve would be unlikely to 
approve any proposal

[[Page 58738]]

from a firm rated ``Deficient-2'' to engage in new or expansionary 
activities.

3. Governance and Controls Component Rating

    The Governance and Controls component rating evaluates the 
effectiveness of a firm's (i) board of directors, (ii) management of 
business lines and independent risk management and controls, and 
(iii) recovery planning (for domestic LISCC firms only). This rating 
assesses a firm's effectiveness in aligning strategic business 
objectives with the firm's risk appetite and risk management 
capabilities; maintaining effective and independent risk management 
and control functions, including internal audit; promoting 
compliance with laws and regulations, including those related to 
consumer protection; and otherwise providing for the ongoing 
resiliency of the firm.
    In developing this rating, the Federal Reserve evaluates:
     Effectiveness of the Board of Directors: The extent to 
which the board exhibits attributes that are consistent with those 
of effective boards in carrying out its core roles and 
responsibilities, including: (i) Setting a clear, aligned, and 
consistent direction regarding the firm's strategy and risk 
appetite; (ii) directing senior management regarding the board's 
information; (iii) overseeing and holding senior management 
accountable, (iv) supporting the independence and stature of 
independent risk management and internal audit; and (v) maintaining 
a capable board composition and governance structure.
     Management of Business Lines and Independent Risk 
Management and Controls
    The extent to which:
    [cir] Senior management effectively and prudently manages the 
day-to-day operations of the firm and provides for ongoing 
resiliency; implements the firm's strategy and risk appetite; 
maintains an effective risk management framework and system of 
internal controls; and promotes prudent risk taking behaviors and 
business practices, including compliance with laws and regulations, 
including those related to consumer protection.
    [cir] Business line management executes business line activities 
consistent with the firm's strategy and risk appetite; identifies 
and manages risks; and ensures an effective system of internal 
controls for its operations.
    [cir] Independent risk management effectively evaluates whether 
the firm's risk appetite appropriately captures material risks and 
is consistent with the firm's risk management capacity; establishes 
and monitors risk limits that are consistent with the firm's risk 
appetite; identifies and measures the firm's risks; and aggregates, 
assesses and reports on the firm's risk profile and positions. 
Additionally, the firm demonstrates that its internal controls are 
appropriate and tested for effectiveness. Finally, internal audit 
effectively and independently assesses the firm's risk management 
framework and internal control systems, and reports findings to 
senior management and the firm's audit committee.
     Recovery Planning (domestic LISCC firms only): The 
extent to which recovery planning processes effectively identify 
options that provide a reasonable chance of a firm being able to 
remedy financial weakness and restore market confidence without 
extraordinary official sector support.

Definitions for the Governance and Controls Component Rating

Broadly Meets Expectations

    A firm's governance and controls broadly meet supervisory 
expectations and support maintenance of safe-and-sound operations.
    Specifically, the firm's practices and capabilities are 
sufficient to align strategic business objectives with its risk 
appetite and risk management capabilities,\10\ maintain effective 
and independent risk management and control functions, including 
internal audit; promote compliance with laws and regulations 
(including those related to consumer protection); and otherwise 
provide for the firm's ongoing financial and operational resiliency 
through a range of conditions.
---------------------------------------------------------------------------

    \10\ References to risk management capabilities includes risk 
management of business lines and independent risk management and 
control functions, including internal audit.
---------------------------------------------------------------------------

    A firm rated ``Broadly Meets Expectations'' may be subject to 
identified supervisory issues requiring corrective action. However, 
these issues are unlikely to present a threat to the firm's ability 
to maintain safe-and-sound operations through a range of potentially 
stressful conditions.
    A firm that does not meet supervisory expectations associated 
with a ``Broadly Meets Expectations'' rating will be rated 
``Conditionally Meets Expectations,'' ``Deficient-1,'' or 
``Deficient-2,'' and subject to potential consequences, as outlined 
below.

Conditionally Meets Expectations

    Certain, material financial or operational weaknesses in a 
firm's governance and controls practices may place the firm's 
prospects for remaining safe and sound through a range of conditions 
at risk if not resolved in a timely manner during the normal course 
of business.
    Specifically, if left unresolved, these weaknesses may threaten 
the firm's ability to align strategic business objectives with the 
firm's risk appetite and risk management capabilities; maintain 
effective and independent risk management and control functions, 
including internal audit; promote compliance with laws and 
regulations (including those related to consumer protection); or 
otherwise provide for the firm's ongoing resiliency through a range 
of conditions.
    The Federal Reserve does not intend for a firm to be rated 
``Conditionally Meets Expectations'' for a prolonged period. The 
firm has the ability to resolve these issues through measures that 
do not require a material change to the firm's business model or 
financial profile, or its governance, risk management or internal 
control structures or practices. The Federal Reserve will work with 
the firm to develop an appropriate timeframe during which the firm 
would be required to resolve each supervisory issue leading to the 
``Conditionally Meets Expectations'' rating.
    The Federal Reserve will closely monitor the firm's remediation 
and mitigation activities; in most instances, the firm will either:
    (i) Resolve the issues in a timely manner and, if no new 
material supervisory issues arise, and be upgraded to a ``Broadly 
Meets Expectations'' rating because the firm's governance and 
controls would broadly meet supervisory expectations; or
    (ii) Fail to resolve the issues in a timely manner and be 
downgraded to a ``Deficient-1'' rating, because the firm's inability 
to resolve those issues would indicate that the firm does not 
possess sufficient financial or operational capabilities to maintain 
its safety and soundness through a range of conditions.
    It is possible that a firm may be close to completing resolution 
of the supervisory issues leading to the ``Conditionally Meets 
Expectations'' rating, but new issues are identified that, taken 
alone, would be consistent with a ``Conditionally Meets 
Expectations'' rating. In this event, the firm may continue to be 
rated ``Conditionally Meets Expectations,'' provided the new issues 
do not reflect a pattern of deeper or prolonged capital planning or 
position weaknesses consistent with a ``Deficient'' rating.
    A ``Conditionally Meets Expectations'' rating may be assigned to 
a firm that meets the above definition regardless of its prior 
rating. A firm previously rated ``Deficient'' may be upgraded to 
``Conditionally Meets Expectations'' if the firm's remediation and 
mitigation activities are sufficiently advanced so that the firm's 
prospects for remaining safe and sound are no longer at significant 
risk, even if the firm has outstanding supervisory issues or is 
subject to an active enforcement action.

Deficient-1

    Financial or operational deficiencies in a firm's governance and 
controls put the firm's prospects for remaining safe and sound 
through a range of conditions at significant risk. The firm is 
unable to remediate these deficiencies in the normal course of 
business, and remediation would typically require a material change 
to the firm's business model or financial profile, or its 
governance, risk management or internal control structures or 
practices.
    Specifically, although the firm's current condition is not 
considered to be materially threatened, these deficiencies limit the 
firm's ability to align strategic business objectives with its risk 
appetite and risk management capabilities; maintain effective and 
independent risk management and control functions, including 
internal audit; promote compliance with laws and regulations 
(including those related to consumer protection); or otherwise 
provide for the firm's ongoing resiliency through a range of 
conditions.
    A ``Deficient-1'' rating may be assigned to a firm regardless of 
its prior rating. A firm previously rated ``Broadly Meets 
Expectations'' may be downgraded to ``Deficient-1'' when supervisory 
issues are identified that place the firm's prospects for 
maintaining safe-and-sound operations through a range of potentially 
stressful conditions at significant risk. A firm

[[Page 58739]]

previously rated ``Conditionally Meets Expectations'' may be 
downgraded to ``Deficient-1'' when the firm's inability to resolve 
supervisory issues in a timely manner indicates that the firm does 
not possess sufficient financial or operational capabilities to 
maintain its safety and soundness through a range of conditions.
    To address these financial or operational deficiencies, the firm 
is required to take timely corrective action to restore and maintain 
its governance and controls consistent with supervisory 
expectations. There is a strong presumption that a firm rated 
``Deficient-1'' will be subject to an informal or formal enforcement 
action by the Federal Reserve.
    A firm rated ``Deficient-1'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. A ``Deficient-1'' rating could be a barrier 
for a firm seeking Federal Reserve approval of a proposal to engage 
in new or expansionary activities, unless the firm can demonstrate 
that (i) it is making meaningful, sustained progress in resolving 
identified deficiencies and issues; (ii) the proposed new or 
expansionary activities would not present a risk of exacerbating 
current deficiencies or issues or lead to new concerns; and (iii) 
the proposed activities would not distract the firm from remediating 
current deficiencies or issues.

Deficient-2

    Financial or operational deficiencies in governance or controls 
present a threat to the firm's safety and soundness, or have already 
put the firm in an unsafe and unsound condition. Specifically, as a 
result of these deficiencies, the firm is unable to align strategic 
business objectives with its risk appetite and risk management 
capabilities; maintain effective and independent risk management and 
control functions, including internal audit; promote compliance with 
laws and regulations (including those related to consumer 
protection); or otherwise provide for the firm's ongoing resiliency.
    To address these deficiencies, the firm is required to 
immediately (i) implement comprehensive corrective measures 
sufficient to restore and maintain appropriate governance and 
control capabilities; and (ii) demonstrate the sufficiency, 
credibility, and readiness of contingency planning in the event of 
further deterioration of the firm's financial or operational 
strength or resiliency. There is a strong presumption that a firm 
rated ``Deficient-2'' will be subject to a formal enforcement action 
by the Federal Reserve.
    A firm rated ``Deficient-2'' for any rating component would not 
be considered ``well managed,'' which would subject the firm to 
various consequences. The Federal Reserve would be unlikely to 
approve any proposal from a firm rated ``Deficient-2'' to engage in 
new or expansionary activities.

    By order of the Board of Governors of the Federal Reserve 
System, November 2, 2018.
Ann Misback,
Secretary of the Board.

[FR Doc. 2018-25350 Filed 11-19-18; 11:15 am]
BILLING CODE P