[Federal Register Volume 84, Number 218 (Tuesday, November 12, 2019)]
[Proposed Rules]
[Pages 60944-60949]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-24491]


 ========================================================================
 Proposed Rules
                                                 Federal Register
 ________________________________________________________________________
 
 This section of the FEDERAL REGISTER contains notices to the public of 
 the proposed issuance of rules and regulations. The purpose of these 
 notices is to give interested persons an opportunity to participate in 
 the rule making prior to the adoption of the final rules.
 
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 

  Federal Register / Vol. 84, No. 218 / Tuesday, November 12, 2019 / 
Proposed Rules  

[[Page 60944]]



FEDERAL RESERVE SYSTEM

12 CFR Part 246

[Regulation TT; Docket No. R-1683]
RIN 7100-AF 63


Supervision and Regulation Assessments of Fees for Bank Holding 
Companies and Savings and Loan Holding Companies With Total 
Consolidated Assets of $100 Billion or More

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

ACTION: Notice of proposed rulemaking.

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SUMMARY: The Board of Governors of the Federal Reserve System (Board) 
is inviting comment on a proposal to amend the Board's assessment rule 
(Regulation TT), pursuant to Dodd-Frank Wall Street Reform and Consumer 
Protection Act (the Dodd-Frank Act), to address amendments made by the 
Economic Growth, Regulatory Relief, and Consumer Protection Act 
(EGRRCPA). The proposed amendments to Regulation TT raise the minimum 
threshold for being considered an assessed company from $50 billion to 
$100 billion in total consolidated assets for bank holding companies 
and savings and loan holding companies and adjust the amount charged to 
assessed companies with total consolidated assets between $100 billion 
and $250 billion to reflect changes in supervisory and regulatory 
responsibilities resulting from EGRRCPA.

DATES: Comments must be received on or before January 9, 2019.

ADDRESSES: You may submit comments, identified by Docket No. 1683 and 
RIN 7100 AF-63, by any of the following methods:
     Agency Website: http://www.federalreserve.gov. Follow the 
instructions for submitting comments at http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm.
     Federal eRulemaking Portal: http://www.regulations.gov. 
Follow the instructions for submitting comments.
     Email: [email protected]. Include docket 
and RIN numbers in the subject line of the message.
     Fax: (202) 452-3819 or (202) 452-3102.
     Mail: Ann Misback, Secretary, Board of Governors of the 
Federal Reserve System, 20th Street and Constitution Avenue NW, 
Washington, DC 20551.
     All public comments are available from the Board's website 
at http://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm as 
submitted, unless modified for technical reasons or to remove sensitive 
personally identifiable information at the commenter's request. Public 
comments may also be viewed electronically or in paper form in Room 
146, 1709 New York Avenue, Washington, DC 20006 between 9:00 a.m. and 
5:00 p.m. on weekdays.

FOR FURTHER INFORMATION CONTACT: Anna Lee Hewko, Associate Director, 
(202) 530-6260, Teresa Scott, Manager, (202) 973-6114, Naima Jefferson, 
Lead Financial Institution Policy Analyst, (202) 912-4613, Mark 
Greiner, Lead Financial Institution Policy Analyst, (202) 452-5290, 
Kelsi Wilken, Lead Business Analyst, (202) 530-6287, Division of 
Supervision and Regulation; Laurie Schaffer, Associate General Counsel 
(202) 452-2272 or Daniel Hickman, Senior Counsel, (202) 973-7432, Legal 
Division, Board of Governors of the Federal Reserve System, 20th and C 
Streets NW, Washington, DC 20551. For the hearing impaired only, 
Telecommunication Device for the Deaf (TTD), (202) 263-4869.

SUPPLEMENTARY INFORMATION:

Table of Contents

I. Introduction
II. Overview of the Assessment Process
III. Overview of the Assessment Proposal
    A. Identification of Assessed Companies
    B. Apportioning the Assessment Basis to Assessed Companies
    C. Assessment Rate
IV. Impact Analysis
V. Administrative Law Matters
    A. Paperwork Reduction Act Analysis
    B. Regulatory Flexibility Act Analysis
    C. Solicitation of Comments and Use of Plain Language

I. Introduction

    Section 318 of the Dodd-Frank Act,\1\ as enacted, directed the 
Board to collect assessments, fees, or other charges (assessments), 
from bank holding companies and savings and loan holding companies with 
$50 billion or more in total consolidated assets, and nonbank financial 
companies designated by the Financial Stability Oversight Council 
(Council) for supervision by the Board (collectively, assessed 
companies), equal to the expenses the Board estimates are necessary or 
appropriate to carry out its supervision and regulation of those 
companies. The Board transfers the assessment proceeds to the U.S. 
Treasury's General Account.
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    \1\ Public Law 111-203, 124 Stat. 1376 (2010), section 318, 
codified at section 11 of the Federal Reserve Act, 12 U.S.C. 248(s).
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    The Economic Growth, Regulatory Relief, and Consumer Protection Act 
(EGRRCPA) \2\ amended several provisions of the Dodd Frank Act, which 
resulted in various changes to the regulatory framework such as 
tailoring the application of certain prudential standards for large 
banking organizations,\3\ tailoring and revising the Board's company-
run and supervisory stress test requirements, amending resolution 
planning requirements, and modifying the assessment framework. 
Specifically, section 401 of EGRRCPA raised the minimum size threshold 
for bank holding companies and savings and loan holding companies to be 
considered assessed companies from $50 billion to $100 billion in total 
consolidated assets. In addition, section 401 directed the Board to 
adjust the amount charged to assessed companies with total consolidated 
assets between $100 billion and $250 billion to reflect any changes in 
supervisory and regulatory responsibilities resulting from EGRRCPA.\4\
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    \2\ Public Law 115-174, 132 Stat. 1296 (2018).
    \3\ EGRRCPA raised the $50 billion minimum asset threshold for 
general application of enhanced prudential standards to bank holding 
companies with $250 billion, and provided the Board with discretion 
to apply standards to bank holding companies with total consolidated 
assets of between $100 billion and $250 billion.
    \4\ In addition, EGRRCPA provided that any bank holding company, 
regardless of asset size, that has been identified as a global 
systemically important bank holding company under 12 CFR 217.402, 
shall be considered a bank holding company with total consolidated 
assets equal to or greater than $250 billion for purposes of the 
assessments standards and requirements. Public Law 115-174, 132 
Stat. 1296 (2018), section 401(f).

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[[Page 60945]]

II. The Assessment Process

    In August 2013, the Board adopted the final rule to implement 
section 318 of the Dodd Frank Act, Regulation TT,\5\ which became 
effective on October 25, 2013. Regulation TT explains the Board's 
assessment framework and details how the Board: (a) Determines whether 
a company is an assessed company for each assessment period,\6\ (b) 
estimates the total expenses that are necessary or appropriate to carry 
out the supervisory and regulatory responsibilities to be covered by 
the assessment, (c) determines the assessment amount for each assessed 
company, and (d) bills for and collects the assessment from the 
assessed companies. Since 2013, the Board has annually provided notice 
of the supervision and regulation assessment on the Board's public 
website.\7\
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    \5\ 12 CFR part 246.
    \6\ Assessment period means January 1 through December 31 of 
each calendar year.
    \7\ See, https://www.federalreserve.gov/supervisionreg/supervisory-assessment-fees.htm.
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III. The Assessment Proposal

    The proposed rule would revise the minimum threshold for assessed 
bank holding companies and savings and loan holding companies from $50 
billion or more in total consolidated assets to $100 billion or more in 
total consolidated assets. The proposed rule also would adjust the 
amount charged to assessed companies with between $100 billion and $250 
billion in total consolidated assets to reflect changes in supervisory 
and regulatory responsibilities resulting from EGRRCPA. The proposal 
would align the assessment framework with the Board's application of 
prudential standards based on banking organizations' risk profiles. The 
Board is inviting comments on all aspects of this proposed rulemaking.

A. Identification of Assessed Companies

    EGRRCPA raised the asset threshold for bank holding companies and 
savings and loan holding companies to be considered assessed companies 
from $50 billion or more in total consolidated assets to $100 billion 
or more in total consolidated assets.\8\ The proposed rule will revise 
the asset threshold for bank holding companies and savings and loan 
holding companies in the definition of an assessed company in 
Regulation TT to reflect this change. All nonbank financial companies 
designed by the Council for supervision by the Board would continue to 
be assessed companies. The Board would continue to make the 
determination of whether a company is an assessed company for each 
assessment period, based on information reported by the company on 
regulatory or other reports as determined by the Board.\9\
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    \8\ In accordance with EGRRCPA, bank holding companies and 
savings and loan holding companies with total consolidated assets 
between $50 billion and $100 billion were not assessed for the 2018 
assessment period.
    \9\ All organizational structure and financial information that 
the Board would use for the purpose of determining whether a company 
is an assessed company, including information with respect to 
whether a company has control over a U.S. bank or savings 
association, must have been received by the Board on or before June 
15 following that assessment period and must reflect events that 
were effective on or before December 31 of the assessment period.
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B. Apportioning the Assessment Basis to Assessed Companies

    Section 401 of EGRRCPA directs the Board to adjust the amount 
charged to assessed companies with between $100 billion and $250 
billion in total consolidated assets to reflect any changes in 
supervisory and regulatory responsibilities resulting from EGRRCPA. 
Consistent with section 401 of EGRRCPA, the Board has issued a final 
rule (the tailoring rule) that establishes four categories for the 
application of enhanced prudential standards based on certain 
indicators designed to measure the risk profile of a banking 
organization.\10\ In addition, concurrently with the tailoring rule, 
the Board, with the Office of the Comptroller of the Currency (OCC) and 
the Federal Deposit Insurance Corporation (FDIC), separately finalized 
amendments to the capital and liquidity requirements of the agencies to 
introduce the same risk-based categories for tailoring standards.\11\ 
The Board and the FDIC also finalized changes to the resolution 
planning requirements (the resolution planning rule) to align with the 
tailoring rule's risk-based categories, build on the Board's tailoring 
of its rules and experience implementing those rules, and account for 
changes to the enhanced prudential standards requirements made by 
EGRRCPA.\12\ Collectively, these final rules will result in changes to 
the Board's supervisory and regulatory responsibilities with respect to 
certain companies, including modification of enhanced prudential 
standards relating to capital, stress testing, and resolution planning.
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    \10\ Prudential Standards for Large Bank Holding Companies and 
Savings and Loan Holding Companies (Final Rule) 84 FR 59032 
(November 1, 2019); Prudential Standards for Large Bank Holding 
Companies and Savings and Loan Holding Companies (Proposed Rule), 83 
FR 61408 (November 29, 2018); Prudential Standards for Large Foreign 
Banking Organizations; Revisions to Proposed Prudential Standards 
for Large Domestic Bank Holding Companies and Savings and Loan 
Holding Companies (Proposed Rule), 84 FR 21988 (May 15, 2019).
    \11\ See Changes to Applicability Thresholds for Regulatory 
Capital and Liquidity Requirements (Final Rule) 84 FR 59230 
(November 1, 2019); Proposed Changes to Applicability Thresholds for 
Regulatory Capital and Liquidity Requirements (Proposed Rule), 83 FR 
66024 (December 21, 2018).
    \12\ See Resolution Plans Required (Final Rule) 84 FR 59194 
(November 1, 2019); Resolution Plans Required (Proposed Rule) 84 FR 
21600 (May 14, 2019).
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    The Board is proposing to modify Regulation TT to incorporate the 
tailoring rule's risk-based categories for purposes of adjusting the 
amount charged to assessed companies with between $100 billion and $250 
billion in total consolidated assets.\13\ This would align the Board's 
assessment rule with its enhanced prudential standards framework for 
large banking organizations and EGRRCPA-related changes to the Board's 
supervision and regulation of those companies.
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    \13\ See Prudential Standards for Large Bank Holding Companies 
and Savings and Loan Holding Companies (Final Rule) 84 FR 59032 
(November 1, 2019). The tailoring rule establishes the following 
categories for the application of prudential standards:
     Category I: U.S. global systemically important banks;
     Category II: Domestic firms with $700 billion or more 
in total consolidated assets, or $100 billion or more in total 
consolidated assets and $75 billion or more in cross-jurisdictional 
activity; and foreign banking organizations with $700 billion or 
more in combined U.S. assets, or with $100 billion or more in 
combined U.S. assets and $75 billion or more in cross jurisdictional 
activity measured based on the firm's combined U.S. operations;
     Category III: Domestic firms that have (a) $250 billion 
or more in total consolidated assets or (b) $100 billion or more in 
total consolidated assets and $75 billion or more in any of the 
following risk-based indicators: Nonbank assets, weighted short-term 
wholesale funding, or off-balance-sheet exposure; and foreign 
banking organizations that have (a) $250 billion or more in combined 
U.S. assets or (b) $100 billion or more in combined U.S. assets and 
$75 billion or more in any of the following risk-based indicators: 
Nonbank assets, weighted short term wholesale funding or off-
balance-sheet exposure measured based on the firm's combined U.S. 
operations; and,
     Category IV: Domestic firms that have total 
consolidated assets equal to or greater than $100 billion but less 
than $250 billion; and foreign banking organizations with at least 
$100 billion in combined U.S. assets.
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    Because these categories are designed to tailor supervisory and 
regulatory requirements to the level of risk associated with specific 
firms, the categories provide a consistent basis for adjusting the 
assessments for assessed companies with between $100 billion and $250 
billion in total consolidated assets.\14\ The Board proposes that

[[Page 60946]]

assessed companies subject to Category IV standards pursuant to the 
tailoring rule (Category IV firms), would receive an adjusted 
assessment rate, to reflect this tailoring and other EGRRCPA-related 
changes to the supervision and regulation of these companies. In 
addition, the Board proposes that any assessed companies that are not 
subject to enhanced prudential standards outlined in Categories I 
through IV pursuant to the tailoring rule (``other'' firms) \15\ would 
also receive the adjusted assessment rate because the Board does not 
incur the supervisory and regulatory costs associated with such 
standards for those firms. Under the proposal, and consistent with 
EGRRCPA and the requirements in the tailoring rule, firms with between 
$100 and $250 billion in total consolidated assets that are subject to 
Category I, II, or III standards would not be eligible for the adjusted 
assessment rate.
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    \14\ EGRRCPA acknowledges that eligibility for the adjustment 
can be effected by the risk-based category of supervision and 
regulation of an assessed company. Under section 401(f) of EGRRCPA, 
all U.S. GSIBs (i.e., companies subject to Category I standards), 
regardless of asset size, are considered to have total consolidated 
assets equal to or greater than $250,000,000,000 for purposes of the 
assessments standards and requirements. Public Law 115-174, 132 
Stat. 1296 (2018), section 401(f).
    \15\ For example, insurance savings and loan holding companies 
and foreign banking organizations with small U.S. presences.
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    Consistent with Regulation TT's methodology for determining whether 
a company is an assessed company, the determination of whether a 
company is eligible for the adjusted assessment rate will be based on 
the company's status with respect to the four categories of prudential 
standards in the tailoring rule as of December 31 of the assessment 
period.
    Question 1: What, if any, alternatives to the tailoring rule 
categories should the Board consider as a basis for adjusting the 
assessment charged to assessed companies from $100 billion to $250 
billion in total consolidated assets?
    Question 2: What, if any, challenges does the proposed December 31 
``as of'' date present for determining whether an assessed company is 
subject to Category I through IV standards for purposes of Regulation 
TT?

C. Assessment Rate

    The tailoring rule and resolution planning rule will modify the 
application of certain enhanced prudential standards and supervisory 
and regulatory programs for Category IV firms relating to capital 
stress testing; risk management; liquidity risk management, stress 
testing, and buffer requirements; single-counterparty credit limits; 
and resolution planning programs.\16\ In addition, the Board has 
indicated that it intends to issue a capital plan proposal that would 
align capital planning requirements with the two-year supervisory 
stress testing cycle and provide greater flexibility for Category IV 
firms.\17\
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    \16\ See Prudential Standards for Large Bank Holding Companies 
and Savings and Loan Holding Companies (Final Rule) 84 FR 59032 
(November 1, 2019); Changes to Applicability Thresholds for 
Regulatory Capital and Liquidity Requirements, 84 FR 59230 (November 
1, 2019); Resolution Plans Required (Final Rule) 84 FR 59194 
(November 1, 2019).
    \17\ See Prudential Standards for Large Bank Holding Companies 
and Savings and Loan Holding Companies (Proposed Rule) 83 FR 61408, 
61421 (November 29, 2018); Prudential Standards for Large Foreign 
Banking Organizations; Revisions to Proposed Prudential Standards 
for Large Domestic Bank Holding Companies and Savings and Loan 
Holding Companies (Proposed Rule) 84 FR 21988, 22003 (May 15, 2019).
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    As a result of these changes, the Board expects the share of its 
expenses incurred in the supervision and regulation of Category IV and 
``other'' firms to decline relative to the share of expenses incurred 
in the supervision and regulation of assessed companies subject to 
Categories I, II, and III standards (Category I, II, and III 
firms).\18\ The expenses associated with these programs for Category IV 
and ``other'' firms were estimated to be approximately 10 percent of 
the Board's total estimated expenses for assessed companies in 
2018.\19\ Accordingly, the Board proposes to adjust the amount charged 
to assessed companies with total consolidated assets between $100 
billion and $250 billion to reflect EGRRCPA-related changes by reducing 
Category IV and ``other'' firms' share of the net assessment basis \20\ 
by 10 percent. The Board is providing this estimate of costs, based in 
part on potential modifications to the supervisory and regulatory 
framework for large banking organizations, in order for the issuance of 
the assessment proposal to coincide with the issuance of the tailoring 
rule and to provide sufficient opportunity for public comment. To the 
extent that the actual modifications of the relevant supervisory and 
regulatory programs differ from the basis for the underlying estimate 
of costs, the proposed rule may be revised to reflect these changes.
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    \18\ Assessed companies subject to Category I, II, and III 
standards would continue to bear their share of costs for these 
programs.
    \19\ The Board and Reserve Banks generally do not account for 
expenses on a firm-by-firm or program-by-program basis; therefore, 
the share of EGRRCPA-related program costs represents an estimate 
based on analysis of system-wide accounting data and time surveys.
    \20\ The assessment basis is the average of the amount of total 
expenses the Board estimates is necessary or appropriate to carry 
out the supervisory and regulatory responsibilities for assessed 
companies. 12 CFR 246.4(d). The net assessment basis is the 
assessment basis net of the total $50,000 base amount charged to all 
assessed companies (i.e., net assessment basis = assessment basis-(# 
of assessed companies x $50,000)).
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    The assessment rate for Category IV and ``other'' firms would be 
determined according to the following formula, where the estimated 
share of total program costs attributable to EGRRCPA-related 
supervisory and regulatory changes for Category IV and ``other'' firms 
is represented by the variable S:

 
 
 
 Assessment rate for Category IV and ``other'' firms = [(Net assessment
 basis x Category IV and ``other'' firms' share of the total assessable
              assets of all assessed companies) x (1 - S)]
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     Category IV firms and ``other'' firms' total assessable assets
 

    The assessment rate for Category IV and ``other'' firms would be 
determined by multiplying the net assessment basis by these firms' 
share of the total assessable assets of all assessed companies 
multiplied by 0.9 (i.e., 1-S, or 1-0.1), the product of which is then 
divided by the total assessable assets of Category IV and ``other'' 
firms.
    The assessment rate for Category I, II, and III firms would be 
determined according to the following formula:

 
 
 
   Assessment rate for Category I, II and III firms = [(Net assessment
  basis x Category I, II, and III firms' share of the total assessable
 assets of all assessed companies) + (Net assessment basis x Category IV
       and ``other'' firms' share of total assessable assets x S)]
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         Category I, II, and III firms' total assessable assets
 

    The assessment rate for Category I, II, and III firms would be 
determined by multiplying the net assessment basis by these firms' 
share of the total assessable assets of all assessed companies, plus 
the sum of the net assessment basis multiplied by the Category IV and 
``other'' firms share of the total assessable assets multiplied by 0.1 
(i.e., S), the sum of which is then divided by the total assessable 
assets of Category I, II, and III firms.
    The assessment formula, for calculating a specific assessed 
company's assessment amount, will remain a base amount of $50,000 plus 
the assessed company's total assessable assets multiplied by the 
assessed company's assessment rate:

 
 
 
  Assessment = $50,000 + (Assessed company's total assessable assets x
                   Assessed company's assessment rate)
 

Assessment Calculation Example
    For purposes of illustration, based on information from the 2018 
assessment period, there were 56 assessed companies with aggregate 
total assessable assets of $18.6 trillion and an aggregate assessment 
basis of $585.9

[[Page 60947]]

million.\21\ Using these figures, and the methodologies set forth in 
this proposal, a Category IV firm with total assessable assets of $100 
billion would have been required to pay an assessment of approximately 
$2.9 million and a Category I firm with total assessable assets of $1 
trillion would have been required to pay an assessment of approximately 
$32.9 million.
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    \21\ See, https://www.federalreserve.gov/supervisionreg/supervision-regulation-assessment-2018.htm.
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    Question 3: What, if any, alternative methods for calculating 
adjusted assessment rates should the Board consider, and why?
    Question 4: The Board currently averages the assessment basis over 
three years in order to reduce volatility in assessments. What, if any, 
alternative approaches to the three-year average should the Board 
consider and, why?
    As described above, the EGRRCPA-related supervisory and regulatory 
changes that are the basis for the estimated reduction in program costs 
for Category IV and ``other'' firms are expected to occur beginning in 
2020. Accordingly, the Board proposes that the revised assessment rates 
would apply beginning with the 2020 assessment period. Consistent with 
the existing assessment process, assessed companies would receive a 
notice of assessment for the 2020 assessment period, using the new 
assessment rates, no later than June 30, 2021. Assessed companies would 
continue to have 30 calendar days from June 30 to appeal the Board's 
determination (a) that the company is an assessed company or (b) of the 
company's total assessable assets.
    Question 5: Does the proposed rule and proposed effective date 
present implementation challenges? What, if any, alternative approaches 
should the Board consider? Responses should address whether the Board 
should consider implementing transitional arrangements in the rule to 
address these challenges.

IV. Impact Analysis

    Using data from the 2018 assessment period, the change in the 
minimum threshold of total consolidated assets from $50 billion to $100 
billion decreased the number of assessed companies from 64 to 56. These 
companies would have been charged an aggregate amount of $10.1 million, 
or approximately 1.7 percent of the estimated assessment basis.
    As of December 31, 2018, firms with between $100 billion and $250 
billion in total consolidated assets accounted for 17 percent of total 
U.S. industry assets. In 2018, an assessed company subject to Category 
IV standards with $100 billion in total consolidated assets would have 
been charged $3.1 million. Under the proposed rule, an assessed company 
subject to Category IV standards with $100 billion in total 
consolidated assets would be charged $2.9 million.
    Question 6: The Board invites comment on all aspects of the impact 
analysis associated with the proposal. What, if any, additional costs 
and benefits should be considered? Commenters are encouraged to submit 
data on potential impacts, as well as potential costs or benefits of 
the proposal that the Board may not have considered.

V. Administrative Law Matters

A. Paperwork Reduction Act Analysis

    Regulation TT contains a ``collection of information'' within the 
meaning of the Paperwork Reduction Act of 1995 (PRA) (44 U.S.C. 3501-
3521) that would be affected by the proposed rule. Specifically, under 
the proposal, bank holding companies and savings and loan holding 
companies with total consolidated assets of between $50 billion and 
$100 billion would no longer be assessed companies, and therefore would 
no longer be respondents for the reporting provision located at section 
246.5(b) of Regulation TT, which permits assessed companies to submit a 
written statement to appeal the Board's determination that the company 
is an assessed company or its determination of the company's total 
assessable assets.
    In accordance with the requirements of the PRA, the Board may not 
conduct or sponsor, and a respondent is not required to respond to, an 
information collection unless it displays a currently valid Office of 
Management and Budget (OMB) control number. Under the authority 
delegated to the Board by OMB, the Board recently approved a revision 
to the collection of information pursuant to Regulation TT to account 
for the changes described above (OMB Control Number 7100-0369).\22\
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    \22\ 84 FR 39847 (Aug. 12, 2019).
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B. Regulatory Flexibility Act Analysis

    The Regulatory Flexibility Act (RFA) (5 U.S.C. 601 et seq.), 
generally requires an agency, in connection with a proposed rule, to 
prepare and make available for public comment an initial regulatory 
flexibility analysis that describes the impact of a proposed rule on 
small entities. However, a regulatory flexibility analysis is not 
required if the agency certifies that the rule will not have a 
significant economic impact on a substantial number of small entities. 
The Small Business Administration (SBA) has defined ``small entities'' 
to include banking organizations with total assets of less than or 
equal to $600 million.\23\ The Board has considered the potential 
impact of the proposal on small entities in accordance with the RFA. 
The Board believes that the proposal will not have a significant 
economic impact on a substantial number of small entities.
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    \23\ See 13 CFR 121.201; 84 FR 34261 (July 18, 2019).
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    This notice of proposed rulemaking is being issued because section 
401 of EGRRCPA raised the minimum threshold for being considered an 
assessed bank holding company and savings and loan holding company from 
$50 billion to $100 billion in total consolidated assets and directed 
the Board to adjust the amount charged to assessed companies with 
between $100 billion and $250 billion in total consolidated assets. As 
discussed in the SUPPLEMENTARY INFORMATION section, the objective in 
proposing this rule is to update Regulation TT to reflect the new 
minimum threshold for being considered an assessed holding company and 
to revise the assessment rate calculation to account for EGRRCPA-
related changes in the Board's supervisory and regulatory 
responsibilities. The Board is required by section 318 of the Dodd-
Frank Act to collect assessments equal to the total expenses the Board 
estimates are necessary or appropriate to carry out supervisory and 
regulatory responsibilities with respect to assessed companies. Section 
401 of EGRRCPA directs to Board to revise the assessment framework by 
raising the minimum threshold for being considered an assessed holding 
company to $100 billion in total consolidated assets and adjusting the 
amount charged to assessed companies with between $100 billion and $250 
billion in total consolidated assets.
    The proposal would apply to assessed companies, which includes bank 
holding companies and savings and loan holding companies with $100 
billion or more in total consolidated assets, foreign banking 
organizations that are bank holding companies and savings and loan 
holding companies with $100 billion or more in total global 
consolidated assets, and nonbank financial companies that the Council 
has determined must be supervised by the Board. These companies are 
well above the $600 million asset threshold

[[Page 60948]]

at which a banking organization is considered a ``small entity'' under 
SBA regulations.\24\ Because the proposal is not likely to apply to any 
company with assets of $600 million or less if adopted in final form, 
the proposal is not expected to affect any small entity for purposes of 
the RFA.
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    \24\ While nonbank financial companies designated by the Council 
are considered assessed companies, it is unlikely that these 
companies would have less than $600 million in consolidated assets, 
because material financial distress at such firms, or the nature, 
scope, size, scale, concentration, interconnectedness, or mix of 
activities at such firms, are likely to pose a threat to the 
financial stability of the United States.
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    Bank holding companies and savings and loan holding companies with 
between $50 billion and $100 billion in total consolidated assets will 
no longer be subject to Regulation TT. Bank holding companies and 
savings and loan holding companies with $100 billion or more in total 
consolidated assets will continue to be assessed companies subject to 
Regulation TT. The Board's proposed rule is unlikely to impose any new 
recordkeeping, reporting, or compliance requirements. The Board does 
not believe that the proposal duplicates, overlaps, or conflicts with 
any other Federal rules. The Board believes that no alternatives to the 
proposed rule are available for consideration. In light of the 
foregoing, the Board does not believe that the proposal, if adopted in 
final form, would have a significant economic impact on a substantial 
number of small entities. Nonetheless, the Board seeks comment on 
whether the proposal would impose undue burdens on, or have unintended 
consequences for, small banking organizations, and whether there are 
ways such potential burdens or consequences could be minimized in a 
manner consistent with the purpose of the proposal.

C. Solicitation of Comments and Use of Plain Language

    Section 722 of the Gramm-Leach-Bliley Act (Pub. L. 106-102, 113 
Stat. 1338, 1471, 12 U.S.C. 4809) requires the Federal banking agencies 
to use plain language in all proposed and final rules published after 
January 1, 2000. The Board has sought to present the proposed rule in a 
simple and straightforward manner and invites comment on the use of 
plain language. For example:
     Is the material organized to suit your needs? If not, how 
could the Board present the proposed rule more clearly?
     Are the requirements in the proposed rule clearly stated? 
If not, how could the proposed rule be more clearly stated?
     Does the proposal contain technical language or jargon 
that is not clear? If so, which language requires clarification?
     Would a different format (grouping and order of sections, 
use of headings, paragraphing) make the proposed rule easier to 
understand? If so, what changes would achieve that?
     Is this section format adequate? If not, which of the 
sections should be changed and how?
     What other changes can the Board incorporate to make the 
proposed rule easier to understand?

List of Subjects in 12 CFR 246

    Administrative practice and procedure, Banks, banking, Holding 
companies, Reporting and recordkeeping requirements, Savings 
associations.

Authority and Issuance

    For the reasons set forth in the SUPPLEMENTARY INFORMATION, the 
Board proposes to amend 12 CFR part 246 as follows:

PART 246--SUPERVISION AND REGULATION ASSESSMENTS OF FEES 
(REGULATION TT)

0
1. The authority citation for Part 246 is revised to read as follows:

    Authority: Pub. L. 111-203, 124 Stat. 1376, 1526 (2010), Pub. L. 
115-174, 132 Stat. 1296 (2018), and section 11(s) of the Federal 
Reserve Act (12 U.S.C. 248(s)).

0
2. Amend Sec.  246.1 by revising paragraphs (a) through (c) to read as 
follows:


Sec.  246.1  Authority, purpose and scope.

    (a) Authority. This part (Regulation TT) is issued by the Board of 
Governors of the Federal Reserve System (Board) under section 318 of 
Title III of the Dodd-Frank Wall Street Reform and Consumer Protection 
Act (the Dodd-Frank Act) (Pub. L. 111-203, 124 Stat. 1376, 142332, 12 
U.S.C. 5365 and 5366), section 401 of the Economic Growth, Regulatory 
Relief, and Consumer Protection Act (EGRRCPA) (Pub. L. 115-174, 132 
Stat. 1296), and section 11(s) of the Federal Reserve Act (12 U.S.C. 
248(s)).
    (b) Scope. This part applies to:
    (1) Any bank holding company having total consolidated assets of 
$100 billion or more, as defined below;
    (2) Any savings and loan holding company having total consolidated 
assets of $100 billion or more, as defined below; and
    (3) Any nonbank financial company supervised by the Board, as 
defined below.
    (c) Purpose. This part implements provisions of section 318 of the 
Dodd-Frank Act and section 401 of EGRRCPA that direct the Board to 
collect assessments, fees, or other charges from companies identified 
in paragraph (b) of this section that are equal to the total expenses 
the Board estimates are necessary or appropriate to carry out the 
supervisory and regulatory responsibilities of the Board with respect 
to these assessed companies and to adjust the amount charged to 
assessed companies with total consolidated assets between $100 billion 
and $250 billion to reflect any changes in supervisory and regulatory 
responsibilities resulting from EGRRCPA.
* * * * *
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3. Amend Sec.  246.2 by adding paragraphs (n) through (p) to read as 
follows:


Sec.  246.2  Definitions.

* * * * *
    (n) Category I, II, and III firms are assessed companies subject to 
Category I, II, or III standards, as defined under 12 CFR parts 238 and 
252, as of December 31 of the assessment period.
    (o) Category IV firms are assessed companies subject to Category IV 
standards, as defined under 12 CFR parts 238 and 252, as of December 31 
of the assessment period.
    (p) ``Other'' firms are assessed companies not subject to the 
Category I, II, III, or IV standards, as defined under 12 CFR parts 238 
and 252, as of December 31 of the assessment period.
0
4. Section 246.3 is revised to read as follows:


Sec.  246.3   Assessed companies.

    An assessed company is any company that:
    (a) Is a top-tier company that, on December 31 of the assessment 
period:
    (1) Is a bank holding company, other than a foreign bank holding 
company, with $100 billion or more in total consolidated assets, as 
determined based on the average of the bank holding company's total 
consolidated assets reported for the assessment period on the Federal 
Reserve's Form FR Y-9C (``FR Y-9C''),
    (2)(i) Is a savings and loan holding company, other than a foreign 
savings and loan holding company, with $100 billion or more in total 
consolidated assets, as determined, except as provided in paragraph 
(a)(2)(ii) of this section, based on the average of the savings and 
loan holding company's total consolidated assets as reported for the 
assessment period on the FR Y-9C or on the Quarterly Savings and Loan

[[Page 60949]]

Holding Company Report (FR 2320), as applicable.
    (ii) If a company does not calculate its total consolidated assets 
under GAAP for any regulatory purpose (including compliance with 
applicable securities laws), the company may request that the Board 
permit the company to file a quarterly estimate of its total 
consolidated assets. The Board may, in its discretion and subject to 
Board review and adjustment, permit the company to provide estimated 
total consolidated assets on a quarterly basis. For purposes of this 
part, the company's total consolidated assets will be the average of 
the estimated total consolidated assets provided for the assessment 
period.
    (b) Is a top-tier foreign bank holding company on December 31 of 
the assessment period, with $100 billion or more in total consolidated 
assets, as determined based on the average of the foreign bank holding 
company's total consolidated assets reported for the assessment period 
on the Federal Reserve's Form FR Y-7Q (``FR Y-7Q''), provided, however, 
that if any such company has filed only one FR Y-7Q during the 
assessment period, the Board shall use an average of the foreign bank 
holding company's total consolidated assets reported on that FR Y-7Q 
and on the FR Y-7Q for the corresponding period in the year prior to 
the assessment period.
    (c) Is a top-tier foreign savings and loan holding company on 
December 31 of the assessment period, with $100 billion or more in 
total consolidated assets, as determined based on the average of the 
foreign savings and loan holding company's total consolidated assets 
reported for the assessment period on the reporting forms applicable 
during the assessment period, provided, however, that if any such 
company has filed only one reporting form during the assessment period, 
the Board shall use an average of the foreign savings and loan holding 
company's total consolidated assets reported on that reporting form and 
on the reporting form for the corresponding period in the year prior to 
the assessment period, or
    (d) Is a nonbank financial company supervised by the Board.
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5. Section 246.4, is amended by revising paragraph (c)(1) and adding 
paragraphs (d)(3) and (4) to read as follows:


Sec.  246.4  Assessments.

* * * * *
    (c) Assessment rates. Assessment rates means, with regard to a 
given assessment period, the two rates published by the Board for the 
calculation of assessments for Category IV and ``other'' firms and for 
Category I, II, and III firms.
    (1)(i) The assessment rate for Category IV and ``other'' firms will 
be calculated according to this formula:

 
 
 
[(Net Assessment Basis x Category IV and ``other'' firms' share of total
 assessable Assessment rate assets of all assessed companies) x (1 - S)]
------------------------------------------------------------------------
        Category IV and ``other'' firms' total assessable assets
 

    (ii) The assessment rate for Category I, II, and III firms will be 
calculated according to this formula:

 
 
 
   Assessment rate = [(Net Assessment Basis x Category I, II, and III
  firms' share of total assessable assets of all assessed companies) +
 (Net Assessment Basis x Category IV and ``other'' firms' share of total
                         assessable assets x S)]
------------------------------------------------------------------------
         Category I, II, and III firms' total assessable assets
 

* * * * *
    (d) * * *
    (3) Net Assessment Basis is the assessment basis, as defined by 
paragraph (d)(2), net of the total $50,000 base amount charged to all 
assessed companies. Net Assessment Basis = assessment basis - (number 
of assessed companies x $50,000).
    (4) The variable S represents the estimated share of total costs 
attributable to changes in supervisory and regulatory responsibilities 
resulting from EGRRCPA for Category IV and ``other'' firms. S = 0.1 (10 
percent).
* * * * *

    By order of the Board of Governors of the Federal Reserve 
System, November 5, 2019.
Ann Misback,
Secretary of the Board.
[FR Doc. 2019-24491 Filed 11-8-19; 8:45 am]
BILLING CODE 6210-01-P