Recordkeeping Requirements for Qualified Financial Contracts, 95496-95528 [2016-30734]

Download as PDF 95496 Proposed Rules Federal Register Vol. 81, No. 249 Wednesday, December 28, 2016 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. FEDERAL DEPOSIT INSURANCE CORPORATION 12 CFR Part 371 RIN 3064–AE54 Recordkeeping Requirements for Qualified Financial Contracts Federal Deposit Insurance Corporation (FDIC). ACTION: Notice of proposed rulemaking. AGENCY: The FDIC proposes to amend its regulations regarding Recordkeeping Requirements for Qualified Financial Contracts (‘‘Part 371’’), which require insured depository institutions (‘‘IDIs’’) in a troubled condition to keep records relating to qualified financial contracts (‘‘QFCs’’) to which they are party. The proposed rule would expand the scope of QFC records required to be maintained by an IDI that is subject to the FDIC’s recordkeeping requirements and that has total consolidated assets equal to or greater than $50 billion or is a member of a corporate group where one or more affiliates is subject to the QFC recordkeeping requirements set forth in the regulations adopted by the Department of the Treasury (a ‘‘full scope entity’’); for all other IDIs subject to the FDIC’s QFC recordkeeping requirements, add and delete a limited number of data requirements and make certain formatting changes with respect to the QFC recordkeeping requirements; require full scope entities to keep QFC records of certain of their subsidiaries; and include certain other changes, including changes that would provide additional time for certain IDIs in a troubled condition to comply with the regulations. DATES: Comments must be received on or before February 27, 2017. ADDRESSES: You may submit comments by any of the following methods: • FDIC Web site: https:// www.fdic.gov/regulations/laws/federal/. Follow the instructions for submitting comments on the agency Web site. sradovich on DSK3GMQ082PROD with PROPOSALS SUMMARY: VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 • Email: comments@fdic.gov. Include RIN 3064–AE54 on the subject line of the message. • Mail: Robert E. Feldman, Executive Secretary, Attention: Comments, Federal Deposit Insurance Corporation, 550 17th Street NW., Washington, DC 20429. • Hand Delivery: Comments may be hand delivered to the guard station at the rear of the 550 17th Street Building (located on F Street) on business days between 7 a.m. and 5 p.m. • Public Inspection: All comments received, including any personal information provided, will be posted generally without change to https:// www.fdic.gov/regulations/laws/federal/. FOR FURTHER INFORMATION CONTACT: Legal Division: Phillip E. Sloan, Counsel, (703) 562–6137; Joanne W. Rose, Counsel, (917) 320–2854. Division of Resolutions and Receiverships: Marc Steckel, Deputy Director, (571) 858– 8824; George C. Alexander, Assistant Director, (571) 858–8182. SUPPLEMENTARY INFORMATION: I. Policy Objectives II. Background III. The Proposed Rule A. Summary B. Section-By-Section Analysis 1. Scope, Purpose, and Compliance Dates 2. Definitions 3. Maintenance of Records 4. Content of Records 5. Transition for Existing Records Entities 6. Enforcement Actions 7. Appendix A 8. Appendix B IV. Expected Effects A. Limited Scope Entities B. Full Scope Entities C. All Covered Entities V. Alternatives Considered VI. Request for Comments A. Scope of Coverage B. Requirements C. Implementation D. Benefits and Costs VII. Regulatory Process A. Paperwork Reduction Act B. Regulatory Flexibility Act C. The Treasury and General Government Appropriations Act of 1999 D. Plain Language I. Policy Objectives The proposed rule would enhance and update recordkeeping requirements as to QFCs of IDIs in troubled condition in order to facilitate the orderly resolution of IDIs with QFC portfolios. The proposed rule would revise the format of records required to be maintained in order to provide more PO 00000 Frm 00001 Fmt 4702 Sfmt 4702 ready access to expanded QFC portfolio data. Additionally, the proposed rule would require that more comprehensive information be maintained to facilitate the FDIC’s understanding of complex QFC portfolios in receivership. The proposed changes to both the formatting and the quantity of information would enable the FDIC, as receiver, to make better informed and efficient decisions as to whether to transfer some or all of a failed IDI’s QFCs during the onebusiness-day stay period for the transfer of QFCs. This would help the FDIC achieve a least costly resolution. Part 371 was adopted in 2008 pursuant to 12 U.S.C. 1821(e)(8)(H) (the ‘‘FDIA Recordkeeping Provision’’) to enable the FDIC to have prompt access to detailed information about the QFC portfolios of IDIs for which the FDIC is appointed receiver.1 In the eight years since Part 371 was adopted, the FDIC has obtained QFC information pursuant to Part 371 from many IDIs in troubled condition, ranging in size from large, complex institutions to small community banks. While the information obtained has proved useful to the FDIC as receiver, the necessity for more comprehensive information from institutions with complex QFC portfolios in formats that reflect recent developments in digital technology was evident. In July 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act 2 (‘‘DoddFrank Act’’), section 210(c)(8)(H) (‘‘Section 210(c)(8)(H)’’) of which requires the adoption of regulations that require financial companies to maintain QFC records that are determined to be necessary or appropriate to assist the FDIC as receiver for a covered financial company in being able to exercise its rights and fulfill its obligations under section 210(c)(8), (9), or (10) of the Dodd-Frank Act. These sections of the Dodd-Frank Act are in most respects identical to 12 U.S.C. 1821(e) (8)–(10) of the FDIA and cover, among other subjects, the stay applicable to QFCs and the FDIC’s rights to transfer QFCs during the one-business-day stay period. On October 31, 2016, in implementation of Section 210(c)(8)(H), the Department of the Treasury published regulations (Part 148) that require large U.S. financial holding 1 12 2 12 E:\FR\FM\28DEP1.SGM CFR part 371. U.S.C. 5301 et seq. 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules sradovich on DSK3GMQ082PROD with PROPOSALS companies and their U.S. subsidiaries (other than IDIs, certain IDI subsidiaries and insurance companies) to maintain QFC recordkeeping systems.3 The scope of records required to be maintained by companies subject to Part 148 is more comprehensive than that required under Part 371 for IDIs in troubled condition. Part 148 was prepared in consultation with the FDIC. Its recordkeeping requirements reflect the insights obtained by the FDIC in administering Part 371. Part 148, as adopted, reflects comments received on the Part 148 notice of proposed rulemaking, and the input from those comments are, where appropriate, considered in this proposed rule. Part 148 requires companies that are subject to that rule to maintain comprehensive QFC records in formats that will enable the FDIC to expeditiously analyze the information in the event it is appointed as receiver for a covered financial company pursuant to Title II of the Dodd-Frank Act. The comprehensive data fields reflect the data that the FDIC has identified as important for it to make its determinations as to whether to transfer QFCs of a failed institution. The proposed rule would harmonize the recordkeeping requirements under Part 371 for large IDIs and IDIs that are affiliates of financial companies subject to Part 148 with the recordkeeping requirements of Part 148. The harmonization would support the policy objective of enabling the FDIC to make judicious QFC transfer decisions and would enable the FDIC, as receiver of an IDI that is a member of a corporate group subject to Part 371, to rapidly obtain a complete picture of the QFC positions of the entire group by combining the records maintained under the two regulations. Such harmonization would also have the indirect benefit of reducing costs to IDIs that become subject to Part 371 and that are members of a corporate group subject to Part 148 by enabling such IDIs to utilize the information technology infrastructure established by their corporate group for purposes of complying with Part 148. II. Background The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 4 includes the FDIA Recordkeeping Provision that authorizes the FDIC, in consultation with the appropriate Federal banking agencies, to prescribe regulations requiring more detailed recordkeeping by an IDI with respect to QFCs if such IDI is in a troubled 3 31 CFR part 148. Law 109–8, 119 Stat. 23. 5 73 4 Public VerDate Sep<11>2014 18:33 Dec 27, 2016 condition. Pursuant to this provision, in 2008 the FDIC adopted Part 371, which requires that IDIs in a troubled condition maintain information relating to QFCs to which they are party in a format set forth in two Appendices to the regulation. As the FDIC noted in the adopting release for Part 371, the FDIC as receiver has very little time—the period between the day on which the FDIC is appointed receiver and 5:00 p.m. Eastern time on the following business day—to determine whether to transfer QFCs to which a failed IDI is party.5 The release stated that ‘‘[g]iven the FDIA Act’s short time frame for such decision by the FDIC, in the case of a QFC portfolio of any significant size or complexity, it may be difficult to obtain and process the large amount of information necessary for an informed decision by the FDIC as receiver unless the information is readily available to the FDIC in a format that permits the FDIC to quickly and efficiently carry out an appropriate financial and legal analysis.’’ 6 It was the FDIC’s expectation, when it adopted Part 371, that the regulations would provide the FDIC with QFC information in a format that would assist the FDIC in making these determinations. In the eight years since it was adopted, Part 371 has proved very useful to the FDIC in connection with QFCs of IDIs for which it was appointed receiver. While these institutions, in general, had limited QFC portfolios, several large IDIs with significant QFC portfolios also became in a troubled condition and were required to comply with the recordkeeping requirements of Part 371. The process of working with these IDIs to achieve compliance with Part 371, in addition to being very useful in resolution planning for these institutions, was instructive for the FDIC and caused the FDIC to identify areas where additional data in a more accessible format would provide the FDIC, as receiver, with important benefits in making determinations as to whether to transfer the institution’s QFCs in a manner that would help preserve the value of the receivership and minimize losses to the Deposit Insurance Fund. The FDIC also gained experience with respect to the length of time that sometimes is necessary to complete QFC recordkeeping requirements, and identified areas where the requirements could be made clearer. As previously noted, Part 148 requires more extensive record keeping than that required by Part 371 as currently in FR 78162, 78163 (December 22, 2008). 6 Id. Jkt 241001 PO 00000 Frm 00002 Fmt 4702 Sfmt 4702 95497 effect (‘‘Current Part 371’’). The additional data include, among other data points, information on underlying QFCs where the QFC in question is a guarantee, additional information as to whether a QFC is guaranteed, information as to positions for which a QFC serves as a hedge, certain information as to the netting sets to which the QFCs pertain, information as to cross-default provisions in QFCs, information as to location of collateral, whether the collateral is segregated by the entity holding the collateral, whether the collateral is subject to rehypothecation, and information as to the value of QFC positions in the currency applicable to the QFCs. This additional information could greatly assist the FDIC as receiver in making decisions as to the treatment of the receivership’s QFCs under the DoddFrank Act within the same, short onebusiness-day stay period that applies where the FDIC is appointed as receiver 7 for an IDI under the Federal Deposit Insurance Act (‘‘FDIA’’).8 III. The Proposed Rule A. Summary The proposed rule would amend and restate Part 371 in its entirety. The proposed rule would require full scope entities to maintain the full complement of data required by Part 148.9 Full scope entities include IDIs with total consolidated assets of $50 billion or more as well as IDIs (‘‘Part 148 affiliates’’) that are affiliates of one or more companies required to maintain records pursuant to Part 148. The additional data with respect to credit support and collateral, among other items, would provide the FDIC as receiver with important information as to the risks associated with the QFC portfolio and thus assist the FDIC in addressing more complex QFC portfolios. This is appropriate for larger institutions that are more likely to have significant and more complex QFC portfolios. It also is appropriate for Part 148 affiliates, regardless of size. Consistency of recordkeeping throughout the entire corporate group 7 Most of the restrictions applicable to the treatment of QFCs by an FDIC receiver also apply to the FDIC in its conservatorship capacity. See 12 U.S.C. 1821(e)(8), (9), (10), and (11). While the treatment of QFCs by an FDIC conservator is not identical to the treatment of QFCs in a receivership, see 12 U.S.C. 1821(e)(8)(E) and (10)(B)(i)–(ii), for purposes of this preamble reference to the FDIC in its receivership capacity includes reference to its role as conservator under this statutory authority. 8 12 U.S.C. 1811 et seq. 9 One data row, relating to the status of nonreporting subsidiaries under the provisions of Part 148, has been omitted from the proposed tables for full scope entities. E:\FR\FM\28DEP1.SGM 28DEP1 95498 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules will provide additional functionality and useful information to the FDIC as receiver of an IDI in that group. Moreover, the additional burden of this scope of recordkeeping on smaller IDIs that are Part 148 affiliates should be mitigated, as the information technology infrastructure required to comply with Part 371 as proposed to be revised would be the same information technology infrastructure that the corporate group would need to construct in order to comply with Part 148. The FDIC decided that the $50 billion total consolidated asset threshold for full scope entities was appropriate for several reasons. Institutions with this higher threshold are more likely to have larger and more complex QFC portfolios. Also, this is the threshold used in 12 CFR part 360 to identify institutions that are required to file resolution plans 10 and, accordingly, was the subject of comments that were considered in the formulation of Part 360 as adopted. The considerations that merit additional resolution planning for these institutions also apply to the QFC recordkeeping requirements of this Part. This threshold also corresponds to the threshold that was established for determining which bank holding companies would be subject to enhanced supervision and prudential standards under Title I of the DoddFrank Act 11 and was also adopted by the Financial Stability Oversight Council as an initial threshold for identifying nonbank financial companies that merit further evaluation as to whether they should be designated under section 113 of the Dodd-Frank Act.12 Part 148 also uses a $50 billion threshold.13 All of the previously described uses of the $50 billion threshold reflect a consensus that it is a reasonable cut-off to identify institutions for heightened attention and, in the case of QFC records, for requirements that would provide quick 10 12 CFR 360.10. U.S.C. 5365(a). 12 See Financial Stability Oversight Council Guidance for Nonbank Financial Company Determinations, 12 CFR part 1310, app. A., III.a. 13 $50 billion is also one of the thresholds used in the OCC guidelines establishing standards for recovery planning by certain large IDIs. See 12 CFR part 30. In its preamble to its 2014 guidelines establishing heightened standards for certain large IDIs, the OCC stated that ‘‘the $50 billion asset criteria is a well understood threshold that the OCC and other Federal banking regulatory agencies have used to demarcate larger, more complex banking organizations from smaller, less complex banking organizations.’’ 79 FR 54518, 54521–22 (September 11, 2014) (citing 12 CFR 46.1 (stress testing); 12 CFR 252.30 (enhanced prudential standards for bank holding companies with total consolidated assets of $50 billion or more)). sradovich on DSK3GMQ082PROD with PROPOSALS 11 12 VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 access to more comprehensive data in the event of failure. The proposed rule makes only limited additions to the data required Current Part 371 for IDIs other than full scope entities (‘‘limited scope entities’’) because the data from the tables with the limited additions set forth in the proposed rule will provide sufficient information for the FDIC as receiver to take necessary actions with respect to QFC portfolios of all but the largest IDIs and IDIs that are part of a large group, with extensive QFC portfolios, that are subject to Part 148. It is unlikely that most limited scope entities will have QFC positions of a magnitude and complexity that would justify the added burden of being subject to the full scope of data requirements imposed by Part 148. In assessing what additions to information should be required for limited scope entities, FDIC staff was informed by its experience in administering Part 371. Only certain portions of Current Part 371would be substantively changed by the proposed rule. The changes include the following: (i) The recordkeeping requirements for full scope IDIs would be expanded; (ii) full scope IDIs would be required to keep records on the QFC activity of certain of their subsidiaries; (iii) the required format for QFC records for limited scope IDIs would be revised and a limited number of additional data fields would be added for these IDIs; (iv) the length of time that certain IDIs have to comply with the rule would be increased; (v) changes to the process for obtaining extensions and to the permitted duration of extensions for certain types of IDIs; (vi) clarifications relating to records access requirements; and (vii) certain other changes relating to transition and other matters. B. Section-By-Section Analysis 1. Scope, Purpose, and Compliance Dates Section 371.1 sets forth the scope and purpose of the proposed rule, as well as required compliance dates. The expressed purpose of Part 371—to establish recordkeeping requirements with respect to QFCs for IDIs in a troubled condition—would not change from Current Part 371. Under Current Part 371, an IDI is required to comply with Part 371 after receiving written notice from the IDI’s appropriate Federal banking agency or the FDIC that it is in troubled condition under Part 371. Section 371.1(a) of the proposed rule would provide that Part 371 applies to an IDI that is a ‘‘records entity.’’ A records entity is an IDI that has received notice from its appropriate PO 00000 Frm 00003 Fmt 4702 Sfmt 4702 Federal banking agency or the FDIC that it is in a troubled condition and has also received written notification from the FDIC that it is subject to the recordkeeping requirements of Part 371. The proposed rule would include a requirement that an IDI receive notification from the FDIC that it is subject to Part 371 in order ensure an orderly administration of Part 371 by the FDIC. Section 371.1(c)(1) of the proposed rule would require that, within three business days of receiving notice that it is a records entity, an IDI must provide the FDIC with the contact information of the person who is responsible for the QFC recordkeeping under Part 371 and a directory of the electronic files that will be used by the IDI to maintain the information required to be kept under Part 371. These requirements are substantially similar to those set forth in Current Part 371, although the proposed rule would clarify that the contact person must be the person responsible for the recordkeeping system, rather than simply a knowledgeable person. The electronic file directory consists of the file path or paths of the electronic files located on the IDI’s systems. The proposed rule would set forth a different compliance date schedule than that set forth in Current Part 371. Under Current Part 371, an IDI is required to comply with Part 371 within 60 days of being notified that it is in troubled condition under Part 371, unless it obtains an extension of this deadline. It has been the FDIC’s experience that some IDIs with significant QFC portfolios that were subject to Part 371 needed up to 270 days to establish systems that enabled them to maintain QFC records in accordance with Part 371. Because extensions under Current Part 371 are limited to 30 days, several extensions were necessary. Under section 371.1(c)(2)(i) of the proposed rule, all IDIs except for an IDI that is an accelerated records entity (as defined in the next paragraph) would have 270 days to comply with Part 371. In addition, § 371.1(d)(1) of the proposed rule would authorize the FDIC to provide extensions of up to 120 days to records entities other than accelerated records entities. This proposed change would reduce or eliminate the need for repeated extensions for IDIs that are not accelerated records entities and thus would reduce the burden on such IDIs. Accelerated records entities are IDIs with a composite rating of 4 or 5 or that are determined to be experiencing a significant deterioration of capital or significant funding difficulties or liquidity stress. In view of the increased risk of near-term failure of IDIs that are E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules sradovich on DSK3GMQ082PROD with PROPOSALS accelerated records entities, accelerated records entities would remain subject to a 60-day compliance period and extensions for such entities would be limited to 30 days. The 270-day compliance period with extensions of up to 120 days is proposed for other records entities because those entities do not pose the same near-term failure risk as accelerated records entities. The proposed rule, under § 371.1(c)(2)(iii), would specify that if a records entity that was not initially an accelerated records entity becomes an accelerated records entity, the entity would be required to comply with this rule within the shorter of 60 days from the date it became an accelerated records entity or 270 days from the date it became a records entity. Section 371.1(d)(3) of the proposed rule would retain the requirement of Current Part 371 that written extension requests be submitted not less than 15 days prior to the deadline for compliance, accompanied by a statement of the reasons why the deadline cannot be met. In order to reflect the FDIC’s past practice in considering extension requests under Part 371, the proposed rule would also expressly require that all extension requests include a project plan for achieving compliance (including timeline) and a progress report. 2. Definitions Section 371.2 contains definitions used in Part 371. The proposed rule would add new definitions that reflect the proposed changes to the text and tables of Part 371. Newly defined terms include ‘‘records entity,’’ which is added for clarity and conciseness to denote an IDI that is subject to Part 371. As previously discussed, the definition would provide that in order to be a records entity, and thus subject to Part 371, an IDI must receive notice from its appropriate Federal banking agency or the FDIC that it is in a troubled condition and must also receive notice from the FDIC that it is subject to the recordkeeping requirements of Part 371. The definition of records entity would include an IDI already subject to the recordkeeping requirements of Part 371 as of the effective date of the final rule. Current Part 371 defines ‘‘troubled condition’’ to mean any IDI that (1) has a composite rating, as determined by its appropriate Federal banking agency in its most recent report of examination, of 3 (only for IDIs with total consolidated assets of $10 billion dollars or greater), 4, or 5 under the Uniform Financial Institution Rating System, or in the case of an insured branch of a foreign bank, VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 an equivalent rating; (2) is subject to a proceeding initiated by the FDIC for termination or suspension of deposit insurance; (3) is subject to a cease-anddesist order or written agreement issued by the appropriate Federal banking agency, as defined in 12 U.S.C. 1813(q), that requires action to improve the financial condition of the IDI or is subject to a proceeding initiated by the appropriate Federal banking agency which contemplates the issuance of an order that requires action to improve the financial condition of the IDI, unless otherwise informed in writing by the appropriate Federal banking agency; (4) is informed in writing by the IDI’s appropriate Federal banking agency that it is in troubled condition for purposes of 12 U.S.C. 1831i on the basis of the IDI’s most recent report of condition or report of examination, or other information available to the IDI’s appropriate Federal banking agency; or (5) is determined by the appropriate Federal banking agency or the FDIC in consultation with the appropriate Federal banking agency to be experiencing a significant deterioration of capital or significant funding difficulties or liquidity stress, notwithstanding the composite rating of the IDI by its appropriate Federal banking agency in its most recent report of examination. While the proposed rule would make no change to the definition of troubled condition, the FDIC notes that the third prong of the definition, which addresses IDIs subject to a cease-and-desist order or written agreement issued by the appropriate Federal banking agency that requires action to improve the financial condition of the IDI 14 is intended to be broadly interpreted to include consent orders, or stipulations entered into by, or imposed upon, the IDI pursuant to 12 U.S.C. 1818(b) of the FDIA. Whether any such consent order or stipulation, or any cease-and-desist order or written agreement, requires ‘‘action to improve the financial condition’’ of the IDI will depend on the facts and circumstances surrounding the particular order or agreement, but it is not limited to an order or agreement that specifically mentions adequacy of capital. It may also include, where appropriate, factors relating to asset quality, management, earnings, liquidity, and sensitivity to market risk, as each factor is defined in the FDIC’s notice of adoption of policy statement regarding the Uniform Financial Institutions Rating System.15 For instance, in the case of management, an order or agreement that requires 14 12 CFR 371.2(f)(3) (2016). 62 FR 752 (Jan. 6, 1997). 15 See PO 00000 Frm 00004 Fmt 4702 Sfmt 4702 95499 improvements in risk management practices and internal policies and controls addressing the operations and risks of significant activities may fall within the scope of orders or agreements that require action to improve the financial condition of the IDI within the meaning of the proposed rule.16 On the other hand, a cease-and-desist order or consent order relating to improvements with respect to Bank Secrecy Act reporting requirements may not fall within the meaning of an order to improve the financial condition of the IDI. As discussed previously, the proposed rule would define an ‘‘accelerated records entity’’ as a records entity with a composite rating of 4 or 5 under the Uniform Financial Institution Rating System (or in the case of an insured branch of a foreign bank, an equivalent rating system), or that is determined to be experiencing a significant deterioration of capital or significant funding difficulties or liquidity stress, notwithstanding the composite rating of the institution by its appropriate Federal banking agency in its most recent report of examination. The proposed rule would require different recordkeeping requirements for ‘‘full scope entities’’ and ‘‘limited scope entities,’’ and adds definitions of those terms for clarity and conciseness. The rule would define a full scope entity as a records entity that has total consolidated assets equal to or greater than $50 billion or that is a Part 148 affiliate. ‘‘Part 148 affiliate’’ is defined as a records entity that is a member of a corporate group one or more other members of which are required to maintain QFC records pursuant to Part 148. A limited scope entity would be defined as a records entity that is not a full scope entity. As discussed previously, the proposed rule would require full scope entities to keep more detailed QFC records than limited scope entities. The proposed rule would require that full scope entities include, among other items, records for their reportable subsidiaries. A reportable subsidiary would be defined to include a subsidiary of an IDI that is not a functionally regulated subsidiary as defined in 12 U.S.C. 1844(c)(5), a security-based swap dealer as defined in 15 U.S.C. 78c(a)(71), or a major securitybased swap participant as defined in 15 U.S.C. 78c(a)(67). Since QFC data for reportable subsidiaries is not required to be maintained under Part 148, requiring this information in Part 371 would provide the FDIC as receiver with more 16 Id. E:\FR\FM\28DEP1.SGM at 755. 28DEP1 95500 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules sradovich on DSK3GMQ082PROD with PROPOSALS complete recordkeeping for the largest entities, which are likely to have more subsidiaries and, as discussed previously, are likely to have larger and more complex QFC portfolios. The proposed rule would also add a definition for ‘‘business day’’ that is consistent with the definition of this term used in 12 U.S.C. 1821(e)(10)(D) and a definition for ‘‘control’’ (used in the definition of the term ‘‘affiliate’’), which is defined consistently with the definition of this term in the FDI Act.17 In addition, the proposed rule would define ‘‘total consolidated assets,’’ used in the definition of troubled condition and in the definition of full scope entity, as total consolidated assets as reported on a records entity’s most recent audited consolidated statement of financial condition filed with its appropriate Federal banking agency. Minor drafting changes to the definition of ‘‘qualified financial contract’’ are included in the proposed rule. These changes are for clarity only and are not intended to make substantive changes in the meaning of this term. The proposed rule would also add certain terms in order to clarify portions of Part 371, including terms used in the proposed new data tables. These terms include ‘‘parent entity,’’ ‘‘corporate group,’’ ‘‘counterparty,’’ ‘‘amendment effective date,’’ ‘‘legal entity identifier’’ (LEI), and ‘‘subsidiary.’’ 3. Maintenance of Records Section 371.3 of the proposed rule would set forth the requirements for maintaining QFC records. As under Current Part 371, paragraph (a) of the proposed rule would require that QFC records be maintained in electronic form in the format set forth in the Appendices to Part 371, unless the records entity qualifies for the exemption from electronic recordkeeping for institutions with fewer than 20 QFC positions, and that all such records in electronic form be updated on a daily basis. In recognition of the value to the FDIC of consistency of recordkeeping through an entire corporate group, the proposed rule would add a new requirement, in § 371.3(a)(4), that records maintained by a Part 148 affiliate are compiled consistently with records compiled by its affiliates pursuant to Part 148. This would require that an IDI subject to Part 371 use the same data inputs (for example, counterparty identifier) as the inputs used for reporting pursuant to Part 148. The proposed rule would 17 12 U.S.C. 1813(w)(5), which uses the definition set forth in 12 U.S.C. 1841(a)(2). VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 clarify that these updates be based on the previous end-of-day values. The proposed rule would require that the records entity be capable of providing the preceding day’s end-of-day values to the FDIC no later than 7:00 a.m. (Eastern Time) each day. The 7:00 a.m. deadline is proposed in light of the limited stay period for transfer of QFCs by the FDIC as receiver, which ends at 5:00 p.m. (Eastern Time) on the business day following the date of the appointment of the receiver.18 This deadline represents a clarification of the requirement contained in Current Part 371 that IDIs subject to Part 371 maintain the capacity to produce records at the close of processing on a daily basis.19 The nextday 7:00 a.m. deadline would be applicable, whether or not the day on which access would be required (the next day) is a business day, to allow the FDIC to have the maximum time to make necessary decisions and take necessary actions with respect to the QFC portfolio, even where the IDI is closed on a Friday. Even though, in the case of a Friday closing, the next day is not a business day, the next day deadline should impose no additional burden on an IDI since the proposed rule would require that the IDI be capable of providing records on the next day in all circumstances. Finally, the proposed rule would extend the 7:00 a.m. deadline if the FDIC does not request access to the records at least eight hours before the 7:00 a.m. deadline. The proposed rule would also add a new requirement that electronic records be compiled in a manner that permits aggregation and disaggregation of such records by counterparty, and if a records entity is maintaining records in accordance with Appendix B, by records entity and reportable subsidiary. The proposed rule would add a requirement that a records entity maintain daily records for a period of not less than five business days in order to ensure that there are records available to the FDIC that indicate the trends in an institution’s QFC holdings even before the actual previous end-of-day’s records are available to the FDIC. The proposed rule also would change the requirement in Current Part 371 with respect to the point of contact at the records entity to answer questions with respect to the electronic files being maintained at the records entity. Section 371.1(c) of the proposed rule would require that records entities provide the FDIC the name and contact information for the person responsible for 18 See 19 See PO 00000 12 U.S.C. 1821(e)(10)(A). 12 CFR 371.3. Frm 00005 Fmt 4702 Sfmt 4702 recordkeeping, and § 371.3(b) would require that the FDIC be notified within 3 business days of any change to such information. The proposed rule would make no change to the requirement in Current Part 371 that a records entity may cease maintaining records one year after it ceases to be a records entity or, if it is acquired by or merges with an IDI entity that is not in troubled condition, following the time it ceases to be a separately insured IDI. 4. Content of Records Section 371.4 of the proposed rule would set forth the requirements for the content of the QFC records that are required to be maintained by records entities. As discussed previously, Section 371.4(b) would require a full scope entity to maintain QFC records in accordance with Appendix B to Part 371, which requires significantly more comprehensive records than are required under Current Part 371. In general, full scope entities are likely to have significant QFC portfolios and the expanded recordkeeping will facilitate the decisions that must be made by the FDIC with respect to these QFC portfolios. Appendix B is substantially similar to the tables included in the Part 148 regulations and, accordingly, if a records entity is an affiliate of an entity that is required to keep records under Part 148, it is likely that it would be able to use the recordkeeping infrastructure developed to comply with Part 148. Consistency of the information as to the IDI and its reportable subsidiaries as well as the other entities in the corporate group will provide the FDIC with a more comprehensive understanding of the QFC exposure of the group. Section 371.4 (a) of the proposed rule would require a limited scope entity to maintain less comprehensive QFC records under Appendix A, which is similar in scope to the Appendix to Current Part 371, with the changes discussed under ‘‘7. Appendix A’’. Section 371.4(a) would give a limited scope entity the option to maintain the more comprehensive QFC records required under paragraph (b). The FDIC anticipates that if a limited scope entity expects to meet the criteria of a full scope entity at some point in the future, it might wish to maintain records under Appendix B in order to avoid changing its records system. The QFC records under Appendices A and B are necessary to assist the FDIC in determining, during the short onebusiness-day stay period applicable to QFCs, whether to transfer QFCs. E:\FR\FM\28DEP1.SGM 28DEP1 sradovich on DSK3GMQ082PROD with PROPOSALS Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules The proposed rule also would require records entities that are subject to § 371.4(b) to include information on QFCs to which their reportable subsidiaries are a party. This information would be provided by the records entity, not the reportable subsidiary. As discussed previously, a reportable subsidiary would be defined to include a subsidiary of an IDI that is not a functionally regulated subsidiary as defined in 12 U.S.C. 1844(c)(5), a security-based swap dealer as defined in 15 U.S.C. 78c(a)(71), or a major securitybased swap participant as defined in 15 U.S.C. 78c(a)(67). Like IDIs, reportable subsidiaries are excluded from the recordkeeping requirements of Part 148, while information as to subsidiaries that are not reportable subsidiaries would be available to the FDIC from information provided under Part 148. Without information as to QFCs of reportable subsidiaries, the FDIC, as receiver, might not have information that would allow it to assess the effect of its transfer and retention decisions for QFCs of an IDI on the entire group comprised of the IDI and its subsidiaries. While this information would also be useful from limited scope entities maintaining information in accordance with Appendix A, the FDIC does not believe that the advantage of having this information on reportable subsidiaries would outweigh the burden for these smaller IDIs which, individually or with their subsidiaries, are not expected to normally have significant QFC positions. Section 371.4(c) of the proposed rule would provide requirements for a records entity that changes its recordkeeping status. It would require that a limited scope entity that is maintaining QFC records in accordance with the tables in Appendix A that subsequently becomes a full scope entity maintain QFC records in accordance with the tables in Appendix B within 270 days of becoming a full scope entity or, if it is an accelerated records entity, within 60 days. The proposed rule would require such an entity to continue to maintain the records under the tables in Appendix A until it maintains the QFC records specified in the tables to Appendix B. A full scope entity that subsequently becomes a limited scope entity would be permitted to opt to maintain records under the tables in Appendix A. This entity would be required to continue to maintain the records specified in the tables to Appendix B until it maintains the records in accordance with Appendix A. The FDIC is not requiring a time period for compliance in such VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 instance because the records under Appendix B are more comprehensive than the records under Appendix A. If a limited scope entity that is not yet maintaining QFC records in accordance with Appendix A or B becomes a full scope entity, the proposed rule would require the records entity to maintain QFC records in accordance with Appendix B within 270 days of the date on which it became a records entity or, if it is an accelerated records entity, within 60 days. The same compliance timeframes would apply to a records entity that is a full scope entity that becomes a limited scope entity before it maintains QFC records in accordance with Appendix B. These compliance periods for records entities that change their recordkeeping status reflect the importance to the FDIC of promptly obtaining QFC records from IDIs in troubled condition. Records entities that experience a change in status, like IDIs newly subject to Part 371, would be permitted to apply for extensions of time to comply under § 371.1(d). The proposed rule would retain the de minimis exception included in Current Part 371. This provision allows a records entity with fewer than 20 QFC positions at the time it becomes a records entity to maintain these records in any format it chooses, including paper records, so long as the required records are capable of being updated daily, provided that the records entity does not subsequently have 20 or more QFC positions. 5. Transition for Existing Records Entities Section 371.5 of the proposed rule would provide rules for full scope entities that are subject to Current Part 371 immediately prior to the effective date of the amendments to Part 371 to transition to the new recordkeeping requirements included in the proposed rule. Limited scope entities that are subject to Current Part 371 immediately prior to the effective date of the amendments would not be required to transition to the new recordkeeping requirements. If, however, any such limited scope entity ceases to be subject to the recordkeeping requirements because it ceases to be in troubled condition for one year pursuant to § 371.3(d) but subsequently again becomes subject to the recordkeeping requirements, at such subsequent time the limited scope entity would be subject to the new recordkeeping requirements. Under the proposed rule, a full scope entity that is maintaining QFC records in accordance with Current Part 371 PO 00000 Frm 00006 Fmt 4702 Sfmt 4702 95501 immediately prior to the effective date of the amendments to Part 371 would be required to comply with all recordkeeping requirements of Part 371 within 270 days after the effective date of the amendments or, in the case of an accelerated records entity, 60 days. Any such records entity would also be required to continue to maintain the records required by Current Part 371 until it maintains the records required by § 371.4(b), as applicable. Additionally, the proposed rule contains a provision that addresses the transition of a full scope entity that is required to keep records under the Current Part 371 but is not in compliance with Current Part 371’s recordkeeping requirements immediately prior to the effective date of the amendments to Part 371. The proposed rule would require such a records entity to comply with the recordkeeping requirements of Part 371, as amended, within 270 days after the date that it first became a records entity or, in the case of an accelerated records entity, 60 days. The effect of these provisions would be to provide more time for the transition to the recordkeeping requirements of Part 371, as amended, for full scope entities that are keeping the records required under Current Part 371 and less time for those that are not. The FDIC believes that it is reasonable to give IDIs that are actually maintaining the information required by Current Part 371 more time to transition to the recordkeeping requirements of the amendments to Part 371 because even in the worst case scenario where the IDI is placed into receivership prior to the transition, the FDIC will have some information on the QFCs of the IDI to use in making the transfer determination. If the transition provisions of the proposed rule were to give a full new 270 day period to an IDI already subject to Part 371, it might be the case that the IDI would be placed into receivership prior to providing any of the records required by Current Part 371 or the proposed rule. 6. Enforcement Actions Section 371.6 of the proposed rule is unchanged from § 371.5 of Current Part 371. It provides that violation of Part 371 would subject a records entity to enforcement action under Section 8 of the FDI Act (12 U.S.C. 1818). 7. Appendix A Appendix A of the proposed rule would apply to a records entity that is E:\FR\FM\28DEP1.SGM 28DEP1 sradovich on DSK3GMQ082PROD with PROPOSALS 95502 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules a limited scope entity.20 The file structure for Appendix A would require two data tables: (1) Table A–1— Position-level data and (2) Table A–2— Counterparty Netting Set Data. It would also require two master data lookup tables: (1) Corporate Org Master Table and (2) Counterparty Master Table. Although the scope of Appendix A is generally similar to the scope of information required under Current Part 371, the approach to the format of the data required is changed. All of the proposed tables are expected to be data sets that allow for sorting and review using readily available tools which the FDIC expects will make them more useful to the institution as well as to the FDIC in the event it is appointed as receiver. To accommodate this change in format and to make it easier to input and to sort data, the lookup tables have been added. Table A–1. Like Table A–1 of Current Part 371, Table A–1 would require position level information as to each QFC of a records entity. Certain changes have been made with respect to the information required on current Table A–1, however, with two data fields eliminated and a few others added in proposed Table A–1. Specifically, Table A–1 of the proposed rule would make a limited number of additions to the rows included in Table A–1 of Current Part 371 in order to provide ready electronic access to information that FDIC staff has found to be important in determining whether to transfer or retain QFCs of a failed IDI. These additions include Row A1.1, which requires an ‘‘as of’’ date. This information is important because a records entity often derives data from multiple systems in multiple locations and the FDIC needs to be able to expeditiously determine whether, due to differences in time zone, legal holidays or other factors, any of the data is not current. Other additions are made to allow for systematic, electronic identification of parties. Row A1.2 would require that a records entity identifier be provided and Row A1.4 would require use of a counterparty identifier. Current Part 371 requires that a records entity provide a list of counterparty identifiers, but the new proposed format will facilitate the prompt and accurate identification of counterparties as well as the determination of whether they are affiliated entities. This is important because in an FDIA resolution, QFCs must be transferred on an all-or-none 20 As discussed previously, a limited scope entity may elect to report on the more comprehensive Appendix B. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 basis with respect to all QFCs entered into with counterparties of the same affiliated group. This may, but does not always, comport with straightforward netting sets, so the efficient identification of affiliated counterparties is critical to the FDIC’s decisions that must be made within the short onebusiness-day stay period. In addition, proposed Table A–1 would require that the identifier used for records entities as well as counterparties be a Legal Entity Identifier (‘‘LEI’’), if the records entity or counterparty has one. LEIs are identifiers maintained for companies by a global organization and are increasingly used by financial institutions. Accordingly, their use in Part 371 would ensure that variations from formal names do not result in the misidentification of a records entity or counterparty and thus help ensure that the FDIC satisfies its obligation to transfer all, or none, of the QFC positions between a failed IDI and a counterparty and its affiliates. Proposed new Rows A1.5 and A1.6, which would require that data include the internal booking location identifier and the unique booking unit or desk identifier of a QFC, are intended to improve the ability of the FDIC to identify individuals at a records entity who are familiar with a particular position. This can be of major importance to the FDIC in determining, during the one business day stay period, whether to retain or transfer a QFC. This requirement would replace the requirement in Current Part 371 that the table specify a portfolio location identifier and provide a list of booking locations. Some of the new rows in Table A–1 are designed to provide the FDIC with information about other positions or assets of the records entity to which a QFC relates. For example, where an interest rate swap relates to a loan made by an IDI or to a different swap of the IDI, this information would be of critical importance to the FDIC in making its determination of whether to transfer or retain that QFC. The FDIA provides that a guarantee or other credit enhancement of a QFC is itself a QFC.21 Under Current Part 371, a guarantee or other credit enhancement was reported in the same manner as any other QFC, but experience under Current Part 371 made clear that records on guarantees and credit enhancements would be clearer and more complete with clear information with respect to the type of QFC covered by the enhancement and the QFC party whose obligations are being credit enhanced be specified. 21 12 PO 00000 U.S.C.(e)(8)(D). Frm 00007 Fmt 4702 Sfmt 4702 Accordingly, new rows A1.8 and A1.9 would require that information. Rows A1.19–A1.21 would require additional information as to third party credit enhancements in favor of the records entity. This information is important to assessing credit risk and net exposure with respect to QFCs, which will facilitate decisions with respect to transfer of those QFCs. Rows A1.22–A1.24 would require information as to positions of the records entity to which the QFC relates. For example, these rows would indicate if obligations relating to a loan made by the failed IDI are being hedged by the QFC. Other proposed changes are intended to facilitate the ability of the FDIC to electronically identify positions and governing agreements. Rows A1.10– A1.12 would require identifying information regarding the QFC master agreement or primary agreement (e.g., the guarantee agreement in the case of a guarantee) and, if different, netting agreement, in lieu of the requirement in Current Part 371 that these agreements be separately listed. Row A1.13 would add a requirement that the trade date of a position be specified in order to help the FDIC differentiate between different positions with the same counterparty. Finally, Table A–1 does not include two data fields in Table A of Current Part 371 that in practice have not generally proved to elicit useful information. These are the rows that require that the purpose of the QFC position and that documentation status be identified. Table A–2. Like Table A–2 of Current Part 371, Table A–2 would require information as to QFC positions aggregated by counterparty and maintained at each level of netting under the relevant governing agreement. If a master agreement covers multiple types of transactions, but does not require that the different types of transactions be netted against each other the net exposures under each type of transaction would need to be separately reported. Thus, for example, where a single Master Agreement covered both interest rate swaps and forward exchange transactions but did not require netting between the swap positions and the repo positions, the net exposures of the interest rate swaps would be reported separately from the net exposures of the repurchase agreements. While there are several nonsubstantive, clarifying drafting changes and additions to rows included in the existing Table A–2, the substantive additions are limited. Like Table A–1, Table A–2 includes new rows that require records entity identifiers, E:\FR\FM\28DEP1.SGM 28DEP1 sradovich on DSK3GMQ082PROD with PROPOSALS Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules information as to third party credit enhancements in favor of the records entity and additional information relating to the underlying contracts for QFCs that are themselves credit enhancements. Rows A2.16–A2.17 would require information as to the next margin payment date in order to help the receiver or transferee avoid inadvertent defaults and analyze the positions. Table A–2 would continue require information as to the net current market value of all positions under a netting agreement, but would also require that the current positive market value and current negative market value of all such positions be separately stated. This break down of information would assist the FDIC in its analysis of the net overall position. Corporate Org Master Table. The proposed rule retains the requirement of Current Part 371 for complete information regarding the organizational structure of the records entity, however, proposed Appendix A would require that a records entity maintain that information in the corporate organizational master table in lieu of any other form of organizational chart. Requiring this information in this format will make this information more easily accessible to the FDIC with improved functionality. Counterparty Master Table. The FDIA requires that in making a transfer of a QFC the receiver must either (1) transfer all QFCs between a records entity and a counterparty and the counterparty’s affiliates to the same transferee IDI, or (2) transfer none of such QFCs.22 Thus, an understanding of the relationship of the counterparties is critical to the FDIC’s function as receiver. Current Part 371 required this information in the form of a list of affiliates of counterparties that are also counterparties to QFC transactions with a records entity or its affiliates. The proposed rule would require that a records entity maintain this information in the form of a counterparty organizational master table that would be completed with respect to each counterparty of a records entity. The listing on each such table of the immediate and ultimate parent entity of the counterparty would enable the FDIC to efficiently and reliably identify counterparties that are affiliates of each other without requiring full organizational charts of each counterparty group. 22 12 U.S.C. 1821(e)(9). VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 8. Appendix B Appendix B of the proposed rule would apply to a records entity that is a full scope entity as well as to a limited scope entity that elects to use Appendix B rather than Appendix A. As discussed previously, Appendix B corresponds to the information required for records entities under Part 148. It includes all of the data discussed above that is required by Appendix A plus additional information that is important for understanding the larger and more complex QFC portfolios of the largest IDIs. The file structure for Appendix B would require four data tables: (1) Table A–1—Position-level data, (2) Table A– 2—Counterparty Netting Set Data, (3) Table A–3—Legal Agreements and (4) Table A–4—Collateral Detail Data. It would also require four master data lookup tables: (1) Corporate Org Master Table, (2) Counterparty Master Table, (3) Booking Location Master Table and (4) Safekeeping Agent Master Table. The most significant additional data required by Appendix B, as compared to Appendix A, is provided for in Tables A–3 and A–4 of Appendix B. In general, these Tables require additional information with respect to the master agreements or other contracts governing QFCs as well as additional information regarding collateral supporting QFCs. In addition, Tables A–1 and A–2 for these entities require that the market value and notional amount of positions be expressed in local currencies, as well as in U.S. dollars, and that information as to amount of collateral subject to rehypothecation be provided. Table A–3. This table would require specific information as to each governing agreement, such as an ISDA master agreement or other netting agreement or, in the case of a QFC that is a credit enhancement, the agreement governing such credit enhancement. The required information would include the agreement’s governing law, whether the agreement includes a cross-default determined by reference to an entity that is not a party to the agreement and, if so, the identity of such other party, and contact information for each counterparty. The information as to governing law is needed to evaluate whether there is any likelihood of different treatment of transfer of the QFC, access to collateral or other matters under non-U.S. law. The cross-default information is necessary so that the likelihood of the QFC terminating on account of the insolvency or payment defaults or other matters relating to a third party can be analyzed. The counterparty contact information may be important in PO 00000 Frm 00008 Fmt 4702 Sfmt 4702 95503 connection with the FDIC’s obligations under 12 U.S.C. 1821(e)(10) to take steps reasonably calculated to give notice of transfer of a QFC. Table A–4. This table would require data as to the different items of collateral that support different netting sets. For each netting set, this table would require information as to the original face amount, local currency, market value, location and jurisdiction of each item of collateral provided. This table would also require an indication of whether the item of collateral is segregated from other assets of the safekeeping agent (which can be a third party or a party to the QFC), and whether re-hypothecation of the item of collateral is permitted. This data would help the FDIC evaluate the adequacy of collateral for each QFC netting set, as well as the potential for the collateral to be subject to ring-fencing by a foreign jurisdiction. Table A–1. Proposed Table A–1 in Appendix B is very similar to proposed Table A–1 in Appendix A. In addition to requiring that data be expressed in U.S. dollars, the table as proposed to be included in Appendix B requires that certain data also be expressed in local currency in order to assist the FDIC’s analysis of positions. It also requires that the fair value asset classification under GAAP, IFRs or other applicable accounting standards be set forth and that additional information be provided relating to credit enhancements that benefit a QFC counterparty of the records entity. Table A–2. Table A–2 in Appendix B is very similar to Table A–2 in Appendix A. The only added rows would require information about collateral that is subject to rehypothecation, information as to the identity of the safekeeping agent, i.e., the party holding the collateral, which can be either a party to the QFC or a third party, and information as to credit enhancements that benefit a QFC counterparty of the records entity. Booking Location Master Table. This master table would require certain additional information regarding each QFC, including internal booking location identifiers, and booking unit or desk contact information. This information would assist the FDIC in locating personnel at the IDI with knowledge of the QFC. Safekeeping Agent Master Table. This table would provide information as to points of contact for each collateral safekeeping agent. This information would assist the FDIC in locating personnel at the safekeeping agent who are familiar with the collateral and the safekeeping arrangements. E:\FR\FM\28DEP1.SGM 28DEP1 95504 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules IV. Expected Effects The FDIC has considered the expected effects of the proposed rule on covered institutions, the financial sector and the U.S. economy. The proposed rule will likely pose some costs for covered institutions, but by expanding the QFC recordkeeping requirements for institutions in troubled condition the proposed rule will enable the FDIC to make better informed decisions on how to manage the QFC portfolio of covered institutions if they enter into receivership. The proposed rule also would harmonize the scope and format of Part 371’s QFC recordkeeping requirements for full scope entities with the recordkeeping requirements under Part 148 and thereby permit IDIs that become subject to Part 371 and are members of corporate groups subject to Part 148 to use information technology systems developed by their Part 148 affiliates in order to comply with Part 371. Finally, by enabling the FDIC to more efficiently evaluate and understand QFC portfolios the proposed rule will help the FDIC as receiver minimize unintended defaults through failures to make timely payments or collateral deliveries to QFC counterparties. During the financial crisis of 2008 and ensuing recession many banks failed, some of which were party to significant volumes of QFCs. Through its experience of working with banks in troubled condition that were establishing systems to comply with the recordkeeping requirements of Current Part 371, the FDIC concluded that institutions with larger and more complex portfolios of QFCs would be more difficult to resolve in an efficient manner unless more QFC information was readily accessible. Readily available information on collateral, guarantees, credit enhancements, etc. would be necessary to evaluate counterparty risk and maximize value to the receivership. The proposed rule should provide benefits by reducing the likelihood that a future failure of an insured depository institution with a large and complex portfolio of QFCs could result in unnecessary losses to the receivership. sradovich on DSK3GMQ082PROD with PROPOSALS Full Scope Entities The proposed rule would likely result in large implementation costs for full scope entities. Significantly more information on QFCs is required to be maintained by the proposed rule relative to Current Part 371, including additional information as to collateral, guarantees and credit enhancements. The added information would enable the FDIC to more accurately assess and VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 understand the QFC portfolios of institutions this size, which are more likely to be large and complex than the QFC portfolios of limited scope entities. As of September 30th, 2016, based on Consolidated Reports of Condition and Income as of that date, there were 40 FDIC-insured institutions with consolidated assets in excess of $50 billion. There are another 29 FDICinsured institutions with consolidated assets of less than $50 billion that are members of corporate groups that are subject to Part 148, resulting in a total of 69 potential full-scope entities. In the event that one of these institutions becomes in a troubled condition, as defined in the rule, the FDIC assumes that, on average, it will take approximately 3,000 labor hours to comply with the recordkeeping requirements of the proposed revisions to Part 371 for full scope entities over and above the amount of time that would be expected to be required in order to comply with Current Part 371 for comparable entities. The implementation costs borne by covered institutions primarily include costs that would be incurred in order to accommodate the proposed new data elements. They are anticipated to be incurred when an institution becomes in a troubled condition and begins maintaining the QFC information in accordance with Part 371. Full scope entities that are subject to Current Part 371 when the final rule becomes effective could incur some transition expenses. Ongoing costs of recordkeeping for the proposed rule are assumed to be approximately similar to those under Current Part 371. The labor hours necessary to comply with the proposed rule will vary greatly for each institution depending upon the size and complexity of the QFC portfolio, the efficiency of the institution’s QFC information management system(s), and the availability and accessibility of information on QFCs. Therefore, they are difficult to accurately estimate. Additionally, some costs related to complying with the rule might be ameliorated for an institution that is part of a corporate group subject to the Part 148, since its parent company may have already developed the capacity to meet the recordkeeping requirements for Part 148, which cover the same information, in the same format, as the proposed rule. Finally, any implementation costs of the proposed rule are contingent upon an entity becoming in a troubled condition and subject to the proposed rule. Based on FDIC supervisory experience, it is estimated that two full PO 00000 Frm 00009 Fmt 4702 Sfmt 4702 scope entities per year, on average, will be subject to the recordkeeping requirements of the proposed rule. It is anticipated that the proposed rule would result in an additional 6,000 labor hours per year for covered institutions.23 To comply with the recordkeeping requirements of the rule it is assumed that IDIs in troubled condition will employ attorneys, compliance officers, credit analysts, computer programmers, computer systems analysts, database administrators, financial managers, and computer information systems managers. The FDIC has estimated that the average hourly wage rate for recordkeepers to comply with the recordkeeping burden is approximately $57 per hour based on average hourly wage information by occupation from the U.S. Department of Labor, Bureau of Labor Statistics.24 Therefore the FDIC estimates that the proposed rule will pose approximately $342,000 in expected additional compliance costs on average, each year, for full scope entities. Limited Scope Entities The proposed rule would likely pose some costs for limited scope entities, but those costs would be relatively small. Only slightly more QFC information is required to be maintained by limited scope entities to comply with the proposed rule relative to Current Part 371. The FDIC is proposing to remove three data elements from the Current Part 371 recordkeeping requirements while adding less than twenty additional data elements. The FDIC understands that most of the added data elements cover information 23 This estimate is potentially somewhat greater than would be expected based upon past practice for two reasons. First, not all institutions that become in a troubled condition ultimately complete recordkeeping compliance, as their condition may improve so that they are no longer in a troubled condition before the commencement or completion of recordkeeping. Secondly, the same institution may have cycled in and out of troubled condition more than once in the 16-year look back period and therefore their recordkeeping costs may have been counted more than once. The additional recordkeeping costs could be significantly lower for subsequent instances of institutions becoming in troubled condition because the recordkeeping procedures and systems have already been established. 24 Wage estimate is in nominal dollars and has not been adjusted for inflation. The average hourly wage estimate is derived from May 2015 Occupational Employment Statistics (OES) from the Bureau of Labor Statistics (BLS) for occupations in depository credit intermediation organizations. Hourly wage rates represent the 75th percentile for Legal Occupations ($75.90), Computer Programmers ($49.86), Computer Systems Analyst ($53.12), Database Administrators ($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), Financial Managers ($63.22), and Computer and Information Systems Managers ($78.17). E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules sradovich on DSK3GMQ082PROD with PROPOSALS that is either information that an IDI would need to ascertain in order to comply with Current Part 371 or that would otherwise be readily available to the IDI. As of September 30th, 2016 there were 6,009 FDIC-insured institutions with total consolidated assets less than $50 billion. Of those institutions only 1,238 (21 percent) reported some amount of QFCs.25 To estimate the number of institutions affected by the proposed rule the FDIC analyzed the frequency with which FDIC-insured institutions with consolidated assets of less than $50 billion became in a troubled condition. Based on supervisory experience, it is estimated that limited scope entities become in a troubled condition 310 times per year on average. The annual average estimate of institutions in troubled condition with consolidated assets of less than $50 billion is adjusted to 65 to reflect the number of institutions in troubled condition that are likely to be a party to some volume of QFCs, and therefore subject to the proposed rule.26 In the event that a limited scope entity becomes in a troubled condition, the FDIC assumes that it will take approximately 5 labor hours, on average, to comply with the added recordkeeping requirements of the proposed revisions to Part 371. The implementation costs borne by covered institutions primarily include costs that would be incurred in order to accommodate the proposed new data elements. They are anticipated to be incurred when an institution becomes in a troubled condition and begins maintaining the QFC information in accordance with Part 371. Ongoing costs of recordkeeping for the proposed rule are assumed to be approximately similar to those under Current Part 371. Therefore, the FDIC estimates that the added compliance costs associated with the proposed rule are 325 hours annually 27 for limited scope entities that are likely to become in a troubled condition.28 However, assuming that the 25 Consolidated Reports of Condition and Income, September 30, 2016. 26 1,238 FDIC-insured institutions out of 6,009 reported some volume of QFCs on their Consolidated Reports of Condition and Income. Therefore it is estimated that only 21 percent of the historical average annual rate of institutions in a troubled condition had some volume of QFCs (310*0.21 = 65). 27 The estimated average annual compliance burden hours for limited scope entities is the calculated as 65*5 hours, which equals 325 hours. 28 As discussed previously with respect to full scope entities, this estimate is potentially somewhat greater than would be expected based upon past practice for two reasons. First, not all institutions that become in a troubled condition ultimately complete recordkeeping compliance, as their VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 proportion of limited scope entities that become in a troubled condition in future years remains constant, 29 of the 65 estimated average annual limited scope entities that are likely to become in a troubled condition have less than $550 million in assets. They are therefore likely to have insignificant volumes of QFCs and an associated burden estimate of 1 hour or less. The labor hours necessary to comply with the proposed rule will vary greatly for each institution depending upon the size and complexity of its QFC portfolio, the efficiency of the institution’s QFC information management system(s) and the availability and accessibility of information on QFCs. Therefore, the added compliance costs associated with the proposed rule are difficult to accurately estimate. To comply with the recordkeeping requirements of the rule it is assumed that entities in troubled condition will employ attorneys, compliance officers, credit analysts, computer programmers, computer systems analysts, database administrators, financial managers, and computer information systems managers. The FDIC has estimated that the average hourly wage rate for recordkeepers to comply with the initial recordkeeping burden is approximately $57 per hour based on average hourly wage information by occupation from the U.S. Department of Labor, Bureau of Labor Statistics.29 Therefore the FDIC estimates that the proposed rule would pose approximately $19,000 in expected compliance costs each year on average, for limited scope entities. However, the costs realized by limited scope entities as a result of the proposed rule are likely to be lower in the first few years given that the proposed rule allows covered entities already maintaining information in accordance with the current Part 371 rule to continue to do so. condition may improve so that they are no longer in a troubled condition before the commencement or completion of recordkeeping. Secondly, some institutions may be double-counted, because the same institution may have cycled in and out of troubled condition more than once in the 16-year look back period. The additional recordkeeping costs could be significantly lower the second time around. 29 Wage estimate is in nominal dollars and has not been adjusted for inflation. The average hourly wage estimate is derived from May 2015 Occupational Employment Statistics (OES) from the Bureau of Labor Statistics (BLS) for depository credit intermediation occupations. Hourly wage rates represent the 75th percentile for Legal Occupations ($75.90), Computer Programmers ($49.86), Computer Systems Analyst ($53.12), Database Administrators ($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), Financial Managers ($63.22), and Computer and Information Systems Managers ($78.17). PO 00000 Frm 00010 Fmt 4702 Sfmt 4702 95505 All Covered Entities The total estimated compliance costs for all covered entities, both full scope and limited scope, is approximately $361,000 each year. The realized compliance costs for covered entities are dependent upon future utilization rates of QFCs, and the propensity of institutions to become troubled. Therefore it is difficult to accurately estimate. The proposed rule provides some relief from compliance costs relative to Current Part 371 by extending the time period allotted for an institution in troubled condition to start maintaining the required QFC information from 60 days to 270 days, with the exception of accelerated records entities. It has been the FDIC’s experience that large institutions with complex QFC portfolios had difficulty meeting the current 60-day compliance deadline. Failure to meet the initial deadline necessitated multiple rounds of extension requests that were cumbersome and time-consuming for institutions in troubled condition and their primary regulator. By extending the compliance period to 270 days for all institutions, both ‘‘full scope’’ and ‘‘limited scope’’ entities, the proposed rule will reduce the overall compliance costs. Along with the extended compliance period the proposed rule also requires institutions to include a project plan with their extension request. However, the proposed inclusion of the project plan provision reflects current FDIC practice, and therefore, poses no additional burden. The proposed rule would harmonize QFC recordkeeping requirements for full scope entities in troubled condition with the Part 148 requirements for other members of their corporate groups. This harmonization benefits these IDIs by enabling them to reduce costs by using information technology created for compliance with Part 148 by other members of their corporate group. Moreover, consistency of reporting across the corporate group would benefit the FDIC as receiver by enabling it to better analyze how an IDI’s QFC positions relate to QFC positions of other members of the corporate group. The proposed rule should also provide indirect benefits to QFC counterparties of institutions in troubled condition by helping the FDIC as receiver avoid unintended payment or delivery disruptions. The additional information required by the proposed rule includes detailed information about collateral, guarantees and credit enhancements which will significantly enhance the ability of the FDIC to E:\FR\FM\28DEP1.SGM 28DEP1 95506 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules sradovich on DSK3GMQ082PROD with PROPOSALS judiciously exercise its rights and responsibilities related to QFC portfolios for institutions in troubled condition within the statutory onebusiness day stay period. V. Alternatives Considered The FDIC considered a number of alternatives in developing the proposed rule. The major alternatives include: (i) Expanding the recordkeeping scope to include IDIs subject to any cease-anddesist order by, or written agreement with, the appropriate federal banking agency; (ii) expanding the recordkeeping scope for records entities to include all subsidiaries; (iii) recordkeeping thresholds of above and below $10 billion or $50 billion in total consolidated assets; (iv) requiring all records entities to maintain QFC records under the tables in Appendix B; (iv) requiring the same compliance period for all records entities; (v) not requiring existing full scope records entities to transition to the new recordkeeping requirements; and (vi) requiring existing limited scope entities to transition to the new recordkeeping requirements. The FDIC considered expanding the definition of ‘‘troubled condition’’ to include all cease-and-desist orders or written agreements issued by the appropriate Federal banking agency in addition to those requiring action to improve the financial condition of an IDI. In reviewing the types of orders and agreements, including stipulations and consent orders, that may be issued or entered into, the FDIC determined that the requirement with respect to an action to improve the financial condition of the IDI is appropriate because it is more likely that such orders relate to an institution for which failure is less remote than is likely the case in connection with other types of orders and agreements. As a result, the FDIC decided not to expand this prong of the definition of ‘‘troubled condition.’’ Nonetheless, this preamble clarifies (in section III.B.2) that an ‘‘action to improve the financial condition,’’ for purposes of this Part, may include, but is not limited to, an action to improve capital adequacy, asset quality, management, earnings, liquidity, and sensitivity to market risk. The FDIC also considered requiring IDIs that report on Appendix B to report QFC information for all subsidiaries rather than only ‘‘reportable subsidiaries.’’ However, expanding the scope of recordkeeping to all subsidiaries would be burdensome and would also be redundant for corporate groups that are subject to Part 148 because QFC information for subsidiaries that are not reportable VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 subsidiaries (other than IDIs and insurance companies) is required under Part 148. In determining the scope of recordkeeping for records entities, the FDIC considered total consolidated asset thresholds above and below $50 billion. As discussed under ‘‘III.A The Proposed Rule, Summary’’, the FDIC determined the $50 billion threshold was appropriate because institutions at or above this threshold are more likely to have complex QFC portfolios and it is an asset level used in the several regulations cited in the above section that has been deemed appropriate for enhanced regulation and supervision. The FDIC determined that a threshold below $50 billion would impact smaller IDIs and unduly burden community banks. The proposed rule requires certain records entities, as described previously, to maintain QFC records according to the tables in Appendix A or B depending on the size of the records entity. The FDIC considered requiring the same compliance period for all records entities subject to this Part. Based on its experience, the FDIC has found that the longer period (270 days) is appropriate for larger entities. Larger entities that are required to report on Appendix B due to a composite CAMEL rating of 3 generally need a longer period to comply and, because an entity with a composite CAMEL rating of 3 is less likely to fail imminently, the additional time for recordkeeping should not pose significant additional risks that the FDIC as receiver will lack the information it needs with respect to the QFC portfolio. Entities with a composite CAMEL rating of 4 or 5 pose greater risk of near-term failure. For the same reason, the proposed rule would not increase the length of extensions available for 4 and 5 rated entities (30 days), regardless of their size. Although it may not be feasible for large entities with complex QFC portfolios to complete the recordkeeping requirements within 60 days, the short deadline with the requirement that extension requests be accompanied by progress reports and action plans will help assure that the recordkeeping requirements are being met in the most expeditious manner and that appropriate resources are being devoted to the effort by the IDI in troubled condition. Finally, the FDIC considered other transition requirements. The alternative of not requiring transition to the new recordkeeping requirements by full scope entities was rejected because of the importance of having available for these entities, that are more likely to PO 00000 Frm 00011 Fmt 4702 Sfmt 4702 have complex QFC portfolios, all of the additional information included in the proposed rule, should such an entity become subject to receivership. The FDIC also considered requiring existing limited scope entities to transition to the new recordkeeping requirements, but determined that given the limited nature of almost all existing limited scope entity QFC portfolios the added burden would exceed the benefit of requiring this transition. VI. Request for Comments The FDIC invites comments on all aspects of the proposed rule and requests feedback on the following specific questions. A. Scope of Coverage The proposed rule requires records entities, which are IDIs in troubled condition that receive notice from the FDIC that it is subject to this rule, to maintain QFC records in compliance with the provisions of this Part. • Should the definition of ‘‘troubled condition’’ be modified to increase or decrease the scope of IDIs that potentially may be subject to this rule? If so, how? B. Requirements Records entities would be required to maintain QFC records subject to the provisions of this Part. The FDIC requests comments on all aspects of the proposed requirement. In particular: • Should the same compliance periods apply to all records entities, including accelerated records entities and existing records entities? • Are the compliance periods in the proposed rule appropriate? If not, how much time should be provided? • A full scope entity is a records entity that has total consolidated assets equal to or greater than $50 billion or that is a member of a corporate group where at least one affiliate is required to maintain QFC records pursuant to 31 CFR part 148. Is the full scope entity threshold of $50 billion in total consolidated assets appropriate? If not, what threshold would be more appropriate and why? • Are the differences in recordkeeping requirements between full scope and limited scope entities appropriate? Are the additional requirements of Appendix B appropriate? • Should a limited scope entity be required to report under the tables in Appendix A, Appendix B, or be given the option of either Appendix A or B? • Should a records entity be provided a compliance timeframe when transitioning from being required to E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules maintain records under the tables in Appendix B to deciding on maintaining records under the tables in Appendix A? • Should a limited scope entity have the option to maintain records under Appendix B in anticipation of meeting the criteria of a full scope entity at some point in the future? • Are there any data fields in the proposed tables of Appendix A or Appendix B that should be modified? Which fields and why? • Are there any additional data fields that should be included in the tables of Appendix A or Appendix B? What fields and why? • Is the proposed 7:00 a.m. deadline for an IDI to be capable of providing records to the FDIC unduly burdensome? • Is the new information that would be required of limited scope entities information that such entities would maintain in order to comply with Current Part 371 or information that is otherwise readily available to such entities? For example, would an IDI with a QFC that benefits from a guarantee ordinarily keep records concerning the guarantor? Would an IDI that is required to provide margin under its QFC ordinarily keep track of current margin delivery requirements either by keeping its own records or having access to data made available by its counterparty? Do the proposed changes to the recordkeeping requirements for limited scope entities impose a significant new burden on these entities as compared to the requirements currently in effect? If so, which aspects of the proposed requirements are significantly burdensome? Please be as specific as possible in your comments and quantify costs where possible. C. Implementation sradovich on DSK3GMQ082PROD with PROPOSALS The FDIC recognizes implementing information technology systems that will be required for compliance with this Part will take time and has proposed 270 days for records entities other than accelerated records entities VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 and 60 days for accelerated records entities. • Are there any aspects of the requirements that would take more time to implement? Which aspects and why? How much more time would be required? • Should accelerated records entities be given more or less time to comply with the recordkeeping requirements than is provided in the proposed rule? How much time and why? • Regarding § 371.5 (Transition for Existing Records Entities), should records entities that are not maintaining records under Part 371 at the time the proposed amendments to Part 371 become effective be given the same amount of time to comply with the recordkeeping requirements of this Part, as amended, as records entities that are maintaining such records on the effective date? • Should existing full scope entities that are maintaining records in accordance with Part 371 when the proposed amendments become effective be required to transition to the new recordkeeping requirements? • Should existing limited scope entities be required to transition to the new recordkeeping requirements? D. Benefits and Costs The proposed rule would impose costs on certain records entities, but it would also provide some benefits. • To what extent would the proposed rule impact the QFC recordkeeping operations and IT systems normally maintained by IDIs? • What would be the costs or savings associated with these changes? • By aligning the data requirements of Part 371 with those of Part 148, would it reduce the burden on corporate groups that are subject to the QFC recordkeeping requirements of both Part 148 and that contain an IDI subject to Part 371? Please quantify costs or burden to the extent possible. • How burdensome would it be for a records entity that is maintaining records according to the appendix and PO 00000 Frm 00012 Fmt 4702 Sfmt 4702 95507 tables in the existing Part 371 to transition to the requirements of Appendix B? What costs would be associated with that burden? VII. Regulatory Process A. Paperwork Reduction Act In accordance with the requirements of the Paperwork Reduction Act of 1995 (PRA), 44 U.S.C. 3501 et seq., the FDIC may not conduct or sponsor, and the respondent is not required to respond to, an information collection unless it displays a currently valid Office of Management and Budget (OMB) control number. The FDIC has determined that this proposed rule would revise an existing collection of information. The FDIC will request approval from the OMB for this proposed information collection. OMB will assign an OMB control number. Certain provisions of the proposed rule contain ‘‘collection of information’’ requirements within the meaning of the Paperwork Reduction Act (PRA) of 1995 (44 U.S.C. 3501–3521). In accordance with the requirements of the PRA, the FDIC may not conduct or sponsor, and the respondent is not required to respond to, an information collection unless it displays a currently-valid Office of Management and Budget (OMB) control number. The OMB control number is 3064–0163 and will be revised. The information collection requirements contained in this proposed rulemaking will be submitted by the FDIC to OMB for review and approval under section 3507(d) of the PRA (44 U.S.C. 3507(d)) and § 1320.11 of the OMB’s implementing regulations (5 CFR 1320.11). As discussed above, the FDIC proposes to amend its regulations regarding Part 371 which requires IDIs in a troubled condition to keep records relating to QFCs to which they are party. The FDIC estimates that the total compliance burden for covered entities, including full scope and limited scope entities, is as follows: E:\FR\FM\28DEP1.SGM 28DEP1 95508 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules Estimated number of respondents Estimated time per response (hours) Estimated number of responses Frequency of response Total annual estimated burden (hours) Title Type of burden Full Scope Entities: Recordkeeping related to QFCs to which they are a party when they are in troubled condition. Limited Scope Entities: Recordkeeping related to QFCs to which they are a party when they are in troubled condition. Recordkeeping ....... 2 1 3,000 On Occasion .......... 6,000 Recordkeeping ....... 65 1 5 On Occasion .......... 325 Total Burden .................... ................................ ........................ ........................ ........................ ................................ 6,325 Comments are invited on: (a) Whether the collections of information are necessary for the proper performance of the agencies’ functions, including whether the information has practical utility; (b) The accuracy of the estimates of the burden of the information collections, including the validity of the methodology and assumptions used; (c) Ways to enhance the quality, utility, and clarity of the information to be collected; and (d) Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of services to provide information. All comments will become a matter of public record. Comments on aspects of this notice that may affect reporting, recordkeeping, or disclosure requirements and burden estimates should be sent to the addresses listed in the ADDRESSES section of this document. A copy of the comments may also be submitted to the OMB desk officer for the agencies: By mail to U.S. Office of Management and Budget, 725 17th Street NW., #10235, Washington, DC 20503; by facsimile to (202) 395–5806; or by email to: oira_submission@ omb.eop.gov, Attention, Federal Banking Agency Desk Officer. sradovich on DSK3GMQ082PROD with PROPOSALS B. Regulatory Flexibility Act The Regulatory Flexibility Act (RFA), 5 U.S.C. 601 et seq., requires an agency to provide an initial regulatory flexibility analysis with a proposed rule, unless the agency certifies that the rule would not have a significant economic impact on a substantial number of small entities (defined by the Small Business Administration for purposes of the RFA to include banking entities with total assets of $550 million or less). For the same reasons as stated in the NPR of the existing Part 371 (73 FR 43635, 43640 (July 28, 2008)), the proposed rule would not have a significant economic impact on a VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 substantial number of small entities. Most small entities do not participate in capital markets involving QFCs since QFCs are ‘‘generally sophisticated financial instruments that are usually used by larger financial institutions to hedge assets, provide funding, or increase income.’’ Id. According to data from the September 30th, 2016 Consolidated Reports of Condition and Income the FDIC insures 4,748 small depository institutions and 543 (11 percent) report some volume of QFCs. To estimate the number of small institutions affected by the proposed rule the FDIC analyzed the frequency with which FDIC-insured institutions with consolidated assets less than $550 million became in a troubled condition. Based on FDIC supervisory experience, it is estimated that small institutions became in a troubled condition 267 times per year on average. The annual average estimate of institutions in troubled condition with consolidated assets less than $550 million is adjusted to 29 to reflect the number of institutions in troubled condition that are likely to be a party to some volume of QFCs, and therefore subject to the proposed rule.30 In the event that one of these small institutions becomes in a troubled condition, the FDIC assumes that it will take approximately one labor hour, on average, to comply with the added recordkeeping requirements of the proposed revisions to Part 371. Small depository institutions generally do not have large and complex portfolios of QFCs and, therefore, the anticipated burden hours associated with the proposed rule is going to be low. Accordingly, the FDIC estimates that the 30 543 small FDIC-insured institutions out of 4,748 reported some volume of QFCs on their Consolidated Reports of Condition and Income. Therefore it is estimated that only 11 percent of the historical average annual rate of small institutions in a troubled condition had some volume of QFCs (267*0.11 = 29). PO 00000 Frm 00013 Fmt 4702 Sfmt 4702 added compliance costs associated with the proposed rule are 29 hours annually for all small institutions with some volume of QFCs that become in a troubled condition. The labor hours necessary to comply with the proposed rule will vary greatly for each institution depending upon the size and complexity of the QFC portfolio, the efficiency of the institution’s QFC information management system(s) and the availability and accessibility of information on QFCs. To comply with the recordkeeping requirements of the rule it is assumed that entities in troubled condition will employ attorneys, compliance officers, credit analysts, computer programmers, computer systems analysts, database administrators, financial managers, and computer information systems managers. The FDIC has estimated that the average hourly wage rate for recordkeepers to comply with the initial recordkeeping burden is approximately $57 per hour based on average hourly wage information by occupation from the U.S. Department of Labor, Bureau of Labor Statistics.31 Therefore the FDIC estimates that the proposed rule would pose $1,653 in expected compliance costs each year on average, for small depository institutions. However, the costs realized by limited scope entities as a result of the proposed rule are likely to be lower in the first few years given that the proposed rule allows covered entities already maintaining information in accordance with the 31 Wage estimate is in nominal dollars and has not been adjusted for inflation. The average hourly wage estimate is derived from May 2015 Occupational Employment Statistics (OES) from the Bureau of Labor Statistics (BLS) for depository credit intermediation occupations. Hourly wage rates represent the 75th percentile for Legal Occupations ($75.90), Computer Programmers ($49.86), Computer Systems Analyst ($53.12), Database Administrators ($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), Financial Managers ($63.22), and Computer and Information Systems Managers ($78.17). E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules current Part 371 rule to continue to do so. For these reasons, the FDIC hereby certifies that the proposed rule would not have a significant economic impact on a substantial number of small entities. C. The Treasury and General Government Appropriations Act, 1999 The FDIC has determined that the proposed rule will not affect family well-being within the meaning of section 654 of the Treasury and General Government Appropriations Act, enacted as part of the Omnibus Consolidated and Emergency Supplemental Appropriations Act of 1999 (Pub. L. 105–277, 112 Stat. 2681). D. Plain Language Section 722 of the Gramm-LeachBliley Act (Pub. L. 106–102, sec. 722, 113 Stat. 1338, 1471 (1999)) requires the FDIC to use plain language in all proposed and final rules published after January 1, 2000. The FDIC invites your comments on how to make this proposed rule easier to understand. For example: • Has the FDIC organized the material to suit your needs? If not, how could this material be better organized? • Are the requirements in the proposed regulation clearly stated? If not, how could the regulation be stated more clearly? • Does the proposed regulation contain language or jargon that is unclear? If so, which language requires clarification? • Would a different format (grouping and order of sections, use of headings, paragraphing) make the regulation easier to understand? If so, what changes to the format would make the regulation easier to understand? • What else could the FDIC do to make the regulation easier to understand? Text of the Proposed Rule Federal Deposit Insurance Corporation 12 CFR Chapter III sradovich on DSK3GMQ082PROD with PROPOSALS List of Subjects in 12 CFR Part 371 Administrative practice and procedure, Bank deposit insurance, Banking, Banks, Reporting and recordkeeping requirements, Securities, State non-member banks. Authority and Issuance For the reasons set forth in the preamble, the Federal Insurance Deposit Corporation proposes to revise 12 CFR part 371 to read as follows: VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PART 371—RECORDKEEPING REQUIREMENTS FOR QUALIFIED FINANCIAL CONTRACTS Sec. 371.1 Scope, purpose, and compliance dates. 371.2 Definitions. 371.3 Maintenance of records. 371.4 Content of records. 371.5 Enforcement actions. Appendix A to Part 371—File structure for qualified financial contract records for Limited Scope Entities. Appendix B to Part 371—File structure for qualified financial contract records for Full Scope Entities. Authority: 12 U.S.C. 1819(a)(Tenth); 1820(g); 1821(e)(8)(D) and (H); 1831g; 1831i; and 1831s. § 371.1 dates. Scope, purpose, and compliance (a) Scope. This part applies to each insured depository institution that qualifies as a ‘‘records entity’’ under the definition set forth in § 371.2(q). (b) Purpose. This part establishes recordkeeping requirements with respect to qualified financial contracts for insured depository institutions that are in a troubled condition. (c) Compliance Dates. (1) Within 3 business days of becoming a records entity, the records entity shall provide to the FDIC, in writing, the name and contact information for the person at the records entity who is responsible for recordkeeping under this part and, unless not required to maintain files in electronic form pursuant to § 371.4(d), a directory of the electronic files that will be used to maintain the information required to be kept by this part. (2) Except as provided in § 371.5: (i) A records entity, other than an accelerated records entity, shall comply with all applicable recordkeeping requirements of this part within 270 days after it becomes a records entity. (ii) An accelerated records entity shall comply with all applicable recordkeeping requirements of this part within 60 days after it becomes a records entity. (iii) Notwithstanding paragraphs (c)(2)(i) and (ii) of this section, a records entity that becomes an accelerated records entity after it became a records entity shall comply with all applicable recordkeeping requirements of this part within 60 days after it becomes an accelerated records entity or its original 270 day compliance period, whichever time period is shorter. (d) Extensions of time to comply. The FDIC may, in its discretion, grant one or more extensions of time for compliance with the recordkeeping requirements of this part. PO 00000 Frm 00014 Fmt 4702 Sfmt 4702 95509 (1) Except as provided in paragraph (d)(2) of this section, no single extension for a records entity shall be for a period of more than 120 days. (2) For a records entity that is an accelerated records entity at the time of a request for an extension, no single extension shall be for a period of more than 30 days. (3) A records entity may request an extension of time by submitting a written request to the FDIC at least 15 days prior to the deadline for its compliance with the recordkeeping requirements of this part. The written request for an extension must contain a statement of the reasons why the records entity cannot comply by the deadline for compliance, a project plan (including timeline) for achieving compliance, and a progress report describing the steps taken to achieve compliance. § 371.2 Definitions. For purposes of this part: (a) Accelerated records entity means a records entity that: (1) Has a composite rating, as determined by its appropriate Federal banking agency in its most recent report of examination, of 4 or 5 under the Uniform Financial Institution Rating System, or in the case of an insured branch of a foreign bank, an equivalent rating; or (2) Is determined by the appropriate Federal banking agency or by the FDIC in consultation with the appropriate Federal banking agency to be experiencing a significant deterioration of capital or significant funding difficulties or liquidity stress, notwithstanding the composite rating of the institution by its appropriate Federal banking agency in its most recent report of examination. (b) Affiliate means any entity that controls, is controlled by, or is under common control with another entity. (c) Amendment Effective Date means [insert effective date of amendment]. (d) Appropriate Federal banking agency means the agency or agencies designated under 12 U.S.C. 1813(q). (e) Business day means any day other than any Saturday, Sunday or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed. (f) Control. An entity controls another entity if: (1) The entity directly or indirectly or acting through one or more persons owns, controls, or has power to vote 25 per centum or more of any class of voting securities of the other entity; (2) The entity controls in any manner the election of a majority of the directors or trustees of the other entity; or E:\FR\FM\28DEP1.SGM 28DEP1 sradovich on DSK3GMQ082PROD with PROPOSALS 95510 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules (3) The Board of Governors of the Federal Reserve System has determined, after notice and opportunity for hearing in accordance with 12 CFR 225.31, that the entity directly or indirectly exercises a controlling influence over the management or policies of the other entity. (g) Corporate group means an entity and all affiliates of that entity. (h) Counterparty means any natural person or entity (or separate non-U.S. branch of any entity) that is a party to a QFC with a records entity or, if the records entity is required or chooses to maintain the records specified in § 371.4(b), a reportable subsidiary of such records entity. (i) Full scope entity means a records entity that has total consolidated assets equal to or greater than $50 billion or that is a Part 148 affiliate. (j) Insured depository institution means any bank or savings association, as defined in 12 U.S.C. 1813, the deposits of which are insured by the FDIC. (k) Legal entity identifier or LEI for an entity means the global legal entity identifier maintained for such entity by a utility accredited by the Global LEI Foundation or by a utility endorsed by the Regulatory Oversight Committee. As used in this definition: (1) Regulatory Oversight Committee means the Regulatory Oversight Committee (of the Global LEI System), whose charter was set forth by the Finance Ministers and Central Bank Governors of the Group of Twenty and the Financial Stability Board, or any successor thereof; and (2) Global LEI Foundation means the not-for-profit organization organized under Swiss law by the Financial Stability Board in 2014, or any successor thereof. (l) Limited scope entity means a records entity that is not a full scope entity. (m) Parent entity with respect to an entity means an entity that controls that entity. (n) Part 148 affiliate means a records entity that is a member of a corporate group one or more other members of which are required to maintain QFC records pursuant to 31 CFR part 148. (o) Position means an individual transaction under a qualified financial contract and includes the rights and obligations of a person or entity as a party to an individual transaction under a qualified financial contract. (p) Qualified financial contract or QFC means any qualified financial contract as defined in 12 U.S.C. 1821(e)(8)(D), and any agreement or transaction that the FDIC determines by VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 regulation, resolution, or order to be a QFC, including without limitation, any securities contract, commodity contract, forward contract, repurchase agreement, and swap agreement. (q) Records entity means any insured depository institution that has received written notice from the institution’s appropriate Federal banking agency or the FDIC that it is in a troubled condition and written notice from the FDIC that it is subject to the recordkeeping requirements of this part. (r) Reportable subsidiary means any subsidiary of a records entity that is not: (1) A functionally regulated subsidiary as defined in 12 U.S.C. 1844(c)(5); (2) A security-based swap dealer as defined in 15 U.S.C. 78c(a)(71); or (3) A major security-based swap participant as defined in 15 U.S.C. 78c(a)(67). (s) Subsidiary has the meaning set forth in 12 U.S.C. 1813(w)(4). (t) Total consolidated assets means the total consolidated assets of a records entity and its consolidated subsidiaries as reported in the records entity’s most recent year-end audited consolidated statement of financial condition filed with the appropriate Federal banking agency. (u) Troubled condition means an insured depository institution that: (1) Has a composite rating, as determined by its appropriate Federal banking agency in its most recent report of examination, of 3 (only for insured depository institutions with total consolidated assets of $10 billion or greater), 4 or 5 under the Uniform Financial Institution Rating System, or in the case of an insured branch of a foreign bank, an equivalent rating; (2) Is subject to a proceeding initiated by the FDIC for termination or suspension of deposit insurance; (3) Is subject to a cease-and-desist order or written agreement issued by the appropriate Federal banking agency, as defined in 12 U.S.C. 1813(q), that requires action to improve the financial condition of the insured depository institution or is subject to a proceeding initiated by the appropriate Federal banking agency which contemplates the issuance of an order that requires action to improve the financial condition of the insured depository institution, unless otherwise informed in writing by the appropriate Federal banking agency; (4) Is informed in writing by the insured depository institution’s appropriate Federal banking agency that it is in troubled condition for purposes of 12 U.S.C. 1831i on the basis of the institution’s most recent report of condition or report of examination, or PO 00000 Frm 00015 Fmt 4702 Sfmt 4702 other information available to the institution’s appropriate Federal banking agency; or (5) Is determined by the appropriate Federal banking agency or the FDIC in consultation with the appropriate Federal banking agency to be experiencing a significant deterioration of capital or significant funding difficulties or liquidity stress, notwithstanding the composite rating of the institution by its appropriate Federal banking agency in its most recent report of examination. § 371.3 Maintenance of records. (a) Form and availability. (1) Unless it is not required to maintain records in electronic form as provided in § 371.4(d), a records entity shall maintain the records described in § 371.4 in electronic form and shall be capable of producing such records electronically in the format set forth in the appendices of this part. (2) All such records shall be updated on a daily basis and shall be based upon values and information no less current than previous end-of-day values and information. (3) Except as provided in § 371.4(d), a records entity shall compile the records described in § 371.4(a) or § 371.4(b) (as applicable) in a manner that permits aggregation and disaggregation of such records by counterparty. If the records are maintained pursuant to § 371.4(b), they must be compiled by the records entity on a consolidated basis for itself and its reportable subsidiaries in a manner that also permits aggregation and disaggregation of such records by the records entity and its reportable subsidiary. (4) Records maintained pursuant to § 371.4(b) by a records entity that is a Part 148 affiliate shall be compiled consistently, in all respects, with records compiled by its affiliate(s) pursuant to 31 CFR part 148. (5) A records entity shall maintain each set of daily records for a period of not less than five business days. (b) Change in Point of Contact. A records entity shall provide to the FDIC, in writing, any change to the name and contact information for the person at the records entity who is responsible for recordkeeping under this part within 3 business days of any change to such information. (c) Access to Records. A records entity shall be capable of providing the records specified in § 371.4 (based on the immediately preceding day’s end-of-day values and information) to the FDIC no later than 7:00 a.m. (Eastern Time) each day. A records entity is required to make such records available to the FDIC E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules following a written request by the FDIC for such records. Any such written request shall specify the date such records are to be made available (and the period of time covered by the request) and shall provide the records entity at least 8 hours to respond to the request. If the request is made less than 8 hours before such 7:00 a.m. deadline, the deadline shall be automatically extended to the time that is 8 hours following the time of the request. (d) Maintenance of records after a records entity is no longer in a troubled condition. A records entity shall continue to maintain the capacity to produce the records required under this part on a daily basis for a period of one year after the date that the appropriate Federal banking agency or the FDIC notifies the institution, in writing, that it is no longer in a troubled condition as defined in § 371.2 (u). (e) Maintenance of records after an acquisition of a records entity. If a records entity ceases to exist as an insured depository institution as a result of a merger or a similar transaction with an insured depository institution that is not in a troubled condition immediately following the transaction, the obligation to maintain records under this part on a daily basis will terminate when the records entity ceases to exist as a separately insured depository institution. sradovich on DSK3GMQ082PROD with PROPOSALS § 371.4 Content of records. (a) Limited scope entities. Except as provided in § 371.5, a limited scope entity must maintain (at the election of such records entity) either the records described in paragraph (b) of this section or the following records: (1) The position-level data listed in Table A–1 in Appendix A of this part with respect to each QFC to which it is a party, without duplication. (2) The counterparty-level data listed in Table A–2 in Appendix A of this part with respect to each QFC to which it is a party, without duplication. (3) The corporate organization master table in Appendix A of this part for the records entity and its affiliates. (4) The counterparty master table in Appendix A of this part with respect to each QFC to which it is a party, without duplication. (5) All documents that govern QFC transactions between the records entity and each counterparty, including, without limitation, master agreements and annexes, schedules, netting agreements, supplements, or other modifications with respect to the agreements, confirmations for each QFC position that has been confirmed and all trade acknowledgments for each QFC VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 position that has not been confirmed, all credit support documents including, but not limited to, credit support annexes, guarantees, keep-well agreements, or net worth maintenance agreements that are relevant to one or more QFCs, and all assignment or novation documents, if applicable, including documents that confirm that all required consents, approvals, or other conditions precedent for such assignment or novation have been obtained or satisfied. (6) A list of vendors directly supporting the QFC-related activities of the records entity and the vendors’ contact information. (b) Full scope entities. A full scope entity must maintain the following records: (1) The position-level data listed in Table A–1 in Appendix B of this part with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (2) The counterparty-level data listed in Table A–2 in Appendix B of this part with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (3) The legal agreements information listed in Table A–3 in Appendix B of this part with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (4) The collateral detail data listed in Table A–4 in Appendix B of this part with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (5) The corporate organization master table in Appendix B of this part for the records entity and its affiliates. (6) The counterparty master table in Appendix B of this part with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (7) The booking location master table in Appendix B of this part for each booking location used with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (8) The safekeeping agent master table in Appendix B of this part for each safekeeping agent used with respect to each QFC to which it or any of its reportable subsidiaries is a party, without duplication. (9) All documents that govern QFC transactions between the records entity (or any of its reportable subsidiaries) and each counterparty, including, without limitation, master agreements and annexes, schedules, netting agreements, supplements, or other modifications with respect to the agreements, confirmations for each QFC PO 00000 Frm 00016 Fmt 4702 Sfmt 4702 95511 position that has been confirmed and all trade acknowledgments for each QFC position that has not been confirmed, all credit support documents including, but not limited to, credit support annexes, guarantees, keep-well agreements, or net worth maintenance agreements that are relevant to one or more QFCs, and all assignment or novation documents, if applicable, including documents that confirm that all required consents, approvals, or other conditions precedent for such assignment or novation have been obtained or satisfied. (10) A list of vendors directly supporting the QFC-related activities of the records entity and its reportable subsidiaries and the vendors’ contact information. (c) Change in recordkeeping status. (1) A records entity that was a limited scope entity maintaining the records specified in paragraphs (a)(1) through (a)(6) of this section and that subsequently becomes a full scope entity must maintain the records specified in paragraph (b) of this section within 270 days of becoming a full scope entity (or 60 days of becoming a full scope entity if it is an accelerated records entity). Until the records entity maintains the records required by paragraph (b) of this section it must continue to maintain the records required by paragraphs (a)(1) through (a)(6) of this section. (2) A records entity that was a full scope entity maintaining the records specified in paragraph (b) of this section and that subsequently becomes a limited scope entity may continue to maintain the records specified in paragraph (b) of this section or, at its option, may maintain the records specified in paragraphs (a)(1) through (a)(6) of this section, provided however, that such records entity shall continue to maintain the records specified in paragraph (b) of this section until it maintains the records specified in paragraphs (a)(1) through (a)(6) of this section. (3) A records entity that changes from a limited scope entity to a full scope entity and at the time it becomes a full scope entity is not yet maintaining the records specified in paragraph (a) of this section or paragraph (b) of this section must satisfy the recordkeeping requirements of paragraph (b) of this section within 270 days of first becoming a records entity (or 60 days of first becoming a records entity if it is an accelerated records entity). (4) A records entity that changes from a full scope entity to a limited scope entity and at the time it becomes a limited scope entity is not yet maintaining the records specified in E:\FR\FM\28DEP1.SGM 28DEP1 95512 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules paragraph (b) of this section must satisfy the recordkeeping requirements of paragraph (a) of this section within 270 days of first becoming a record entity (or 60 days of first becoming a record entity if it is an accelerated records entity). (d) Records entities with fewer than 20 QFC positions. Notwithstanding any other requirement of this part, if a records entity and, if it is a full scope entity, its reportable subsidiaries, have fewer than 20 open QFC positions in total (without duplication) on the date the institution becomes a records entity, the records required by this section are not required to be recorded and maintained in electronic form as would otherwise be required by this section, so long as all required records are capable of being updated on a daily basis. If at any time after it becomes a records entity, the institution and, if it is a full scope entity, its reportable subsidiaries, if applicable, have 20 or more open QFC positions in total (without duplication), it must record and maintain records in electronic form as required by this section within 270 days (or, if it is an accelerated records entity at that time, within 60 days). The records entity must provide to the FDIC, within 3 business days of reaching the 20–QFC threshold, a directory of the electronic files that will be used to maintain the information required to be kept by this section. § 371.5 Transition for existing records entities. (a) Limited Scope Entities. Notwithstanding any other provision of this part, an insured depository institution that became a records entity prior to the Amendment Effective Date and constitutes a limited scope entity on the Amendment Effective Date shall continue to comply with this part as in effect immediately prior to the Amendment Effective Date or, if it elects to comply with this part as in effect on and after such date, as so in effect, for so long as the entity remains a limited scope entity that has not ceased to be required to maintain the capacity to produce records pursuant to § 371.3(d). (b) Transition for full scope entities maintaining records on effective date. If an insured depository institution that constitutes a full scope entity on the Amendment Effective Date became a records entity prior to the Amendment Effective Date and is maintaining the records required by this part immediately prior to the Amendment Effective Date, such records entity shall comply with all recordkeeping requirements of this part within 270 days after the Amendment Effective Date (or no later than 60 days after the Amendment Effective Date if it is an accelerated records entity). Until the records entity maintains the records required by § 371.4(a) or § 371.4(b), as applicable, it must continue to maintain the records required by this part immediately prior to the Amendment Effective Date. (c) Transition for full scope entities not maintaining records on effective date. If an insured depository institution that constitutes a full scope entity on the Amendment Effective Date became a records entity prior to the Amendment Effective Date but is not maintaining the records required by this part immediately prior to the Amendment Effective Date, such records entity shall comply with all recordkeeping requirements of this part within 270 days after the date that it first became a records entity (or no later than 60 days after it first became a records entity if it is an accelerated records entity). § 371.6 Enforcement Actions. Violating the terms or requirements set forth in this part constitutes a violation of a regulation and subjects the records entity to enforcement actions under Section 8 of the Federal Deposit Insurance Act (12 U.S.C. 1818). Appendix A to Part 371—File Structure for Qualified Financial Contract (QFC) Records for Limited Scope Entities TABLE A–1—POSITION-LEVEL DATA Example Instructions and data application Definition A1.1 ... A1.2 ... As of date ................................ Records entity identifier .......... 2015–01–05 .......... 999999999 ............ Position identifier ..................... 20058953 .............. A1.4 ... Counterparty identifier ............. 888888888 ............ A1.5 ... Internal booking location identifier. New York, New York. A1.6 ... Unique booking unit or desk identifier. xxxxxx .................... Provide data extraction date ... Provide LEI for records entity if available. Information needed to review positionlevel data by records entity. Provide a position identifier. Use the unique transaction identifier if available. Information needed to readily track and distinguish positions. Provide a counterparty identifier. Use LEI if counterparty has one. Information needed to identify counterparty by reference to Counterparty Master Table. Provide office where the position is booked. Information needed to determine system on which the trade is booked and settled. Provide an identifier for unit or desk at which the position is booked. Information needed to help determine purpose of position. YYYY–MM–DD. Varchar(50) ........ A1.3 ... sradovich on DSK3GMQ082PROD with PROPOSALS Field VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00017 Fmt 4702 Sfmt 4702 Validation Validated against CO.2. Varchar(100). Varchar(50) ........ Varchar(50). Varchar(50). E:\FR\FM\28DEP1.SGM 28DEP1 Validated against CP.2 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95513 TABLE A–1—POSITION-LEVEL DATA—Continued Example Instructions and data application A1.7 ... Type of QFC ........................... Varchar(100). Type of QFC covered by guarantee or other third party credit enhancement. Credit, equity, foreign exchange, interest rate (including cross-currency), other commodity, securities repurchase agreement, securities lending, loan repurchase agreement, guarantee or other third party credit enhancement of a QFC. Credit, equity, foreign exchange, interest rate (including cross-currency), other commodity, securities repurchase agreement, securities lending, or loan repurchase agreement. Provide type of QFC. Use unique product identifier if available. Information needed to determine the nature of the QFC. A1.8 ... Only required if QFC type (A1.7) is a guarantee or other third party credit enhancement. Underlying QFC obligor identifier. 888888888 ............ Varchar(50) ........ Only required if QFC asset type (A1.7) is a guarantee or other third party credit enhancement. Validated against CO.2 if affiliate or CP.2 if non-affiliate. A1.10 Agreement identifier ................ xxxxxxxxx .............. A1.11 Netting agreement identifier .... xxxxxxxxx .............. A1.12 Netting agreement counterparty identifier. xxxxxxxxx .............. If QFC type is guarantee or other third party credit enhancement, provide type of QFC that is covered by such guarantee or other third party credit enhancement. Use unique product identifier if available. If multiple asset classes are covered by the guarantee or credit enhancement, enter the asset classes separated by comma. If all the QFCs of the underlying QFC obligor identifier are covered by the guarantee or other third party credit enhancement, enter ‘‘All.’’. If QFC type is guarantee or other third party credit enhancement, provide an identifier for the QFC obligor whose obligation is covered by the guarantee or other third party credit enhancement. Use LEI if underlying QFC obligor has one. Complete the counterparty master table with respect to a QFC obligor that is a non-affiliate. Provide an identifier for primary governing documentation, e.g. the master agreement or guarantee agreement, as applicable. Provide an identifier for netting agreement. If this agreement is the same as provided in A1.10, use same identifier. Information needed to identify unique netting sets. Provide a netting agreement counterparty identifier. Use same identifier as provided in A1.4 if counterparty and netting agreement counterparty are the same. Use LEI if netting agreement counterparty has one. Information needed to identify unique netting sets. Varchar(200) ...... A1.9 ... sradovich on DSK3GMQ082PROD with PROPOSALS Field VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00018 Fmt 4702 Sfmt 4702 Definition Validation Varchar(50). Varchar(50). Varchar(50) ........ E:\FR\FM\28DEP1.SGM 28DEP1 Validated against CP.2. 95514 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules TABLE A–1—POSITION-LEVEL DATA—Continued Field Example Instructions and data application A1.13 Trade date ............................... 2014–12–20 .......... A1.14 Termination date ..................... 2014–03–31 .......... A1.15 Next call, put, or cancellation date. Next payment date .................. Current market value of the position in U.S. dollars. 2015–01–25 .......... Provide trade or other commitment date for the QFC. Information needed to determine when the entity’s rights and obligations regarding the position originated. Provide date the QFC terminates or is expected to terminate, expire, mature, or when final performance is required. Information needed to determine when the entity’s rights and obligations regarding the position are expected to end. Provide next call, put, or cancellation date. Provide next payment date ..... In the case of a guarantee or other third party credit enhancements, provide the current mark-to-market expected value of the exposure. Information needed to determine the current size of the obligation/benefit associated with the QFC. Provide the notional or principal amount, as applicable, in U.S. dollars. In the case of a guarantee or other third party credit enhancements, provide the maximum possible exposure. Information needed to help evaluate the position. Indicate whether QFC is covered by a guarantee or other third-party credit enhancement. Information needed to determine credit enhancement. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for provider. Use LEI if available. Complete the counterparty master table with respect to a provider that is a non-affiliate. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for the agreement. Use this field to link any related positions of the records entity . All positions that are related to one another should have same designation in this field. Provide a unique reference number for any loan held by the records entity or a member of its corporate group related to the position (with multiple entries delimited by commas). A1.16 A1.17 2015–01–25 .......... 995000 .................. Notional or principal amount of the position In U.S. dollars. 1000000 ................ A1.19 Covered by third-party credit enhancement agreement (for the benefit of the records entity)?. Y/N ........................ A1.20 Third-party credit enhancement provider identifier (for the benefit of the records entity). 999999999 ............ A1.21 Third-party credit enhancement agreement identifier (for the benefit of the records entity). ................................ A1.22 sradovich on DSK3GMQ082PROD with PROPOSALS A1.18 Related position of records entity. 3333333 ................ A1.23 Reference number for any related loan. 9999999 ................ VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00019 Fmt 4702 Sfmt 4702 Definition Validation YYYY–MM–DD. YYYY–MM–DD. YYYY–MM–DD. YYYY–MM–DD. Num (25,5). Num (25,5). Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘ Varchar(50) ........ Required if A1.20 is ‘‘Y’’. Validated against CP.2 Varchar(50) ........ Required if A1.20 is ‘‘Y’’. Varchar(100). Varchar(500). E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95515 TABLE A–1—POSITION-LEVEL DATA—Continued Example Field A1.24 Identifier of the lender of the related loan. Instructions and data application 999999999 ............ For any loan recorded in A1.23, provide identifier for records entity or member of its corporate group that holds any related loan. Use LEI if entity has one. Definition Validation Varchar(500). TABLE A–2—COUNTERPARTY NETTING SET DATA Field Example Instructions and data application Def A2.1 ... A2.2 ... As of date ................................ Records entity identifier .......... 2015–01–05 .......... 999999999 ............ YYYY–MM–DD. Varchar(50) ........ Validated against CO.2. A2.3 ... Netting agreement counterparty identifier. 888888888 ............ Varchar(50) ........ Validated against CP.2. A2.4 ... Netting agreement identifier .... xxxxxxxxx .............. A2.5 ... Underlying QFC obligor identifier. 888888888 ............ A2.6 ... Covered by third-party credit enhancement agreement (for the benefit of the records entity)? Y/N ........................ A2.7 Third-party credit enhancement provider identifier (for the benefit of the records entity). 999999999 ............ Data extraction date ................ Provide the LEI for the records entity if available. Provide an identifier for the netting agreement counterparty. Use LEI if counterparty has one. Provide an identifier for the netting agreement. Provide identifier for underlying QFC obligor if netting agreement is associated with a guarantee or other third party credit enhancement. Use LEI if available. Indicate whether the positions subject to the netting set agreement are covered by a third-party credit enhancement agreement. Use LEI if available. Information needed to identity thirdparty credit enhancement provider. A2.8 ... Third-party credit enhancement agreement identifier (for the benefit of the records entity). Aggregate current market value in U.S. dollars of all positions under this netting agreement. 4444444 ................ ................................................. Varchar(50) ........ ¥1000000 ............. Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.10 Current market value in U.S. dollars of all positive positions, as aggregated under this netting agreement. 3000000 ................ Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.11 Current market value in U.S. dollars of all negative positions, as aggregated under this netting agreement. ¥4000000 ............. Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.12 Current market value in U.S. dollars of all collateral posted by records entity, as aggregated under this netting agreement. Current market value in U.S. dollars of all collateral posted by counterparty, as aggregated under this netting agreement. 950000 .................. Information needed to determine the extent to which collateral has been provided by records entity. Num (25,5). 50000 .................... Information needed to determine the extent to which collateral has been provided by counterparty. Num (25,5). sradovich on DSK3GMQ082PROD with PROPOSALS A2.9 ... A2.13 VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00020 Fmt 4702 Sfmt 4702 Validation Varchar(50). Varchar(50) ........ Validated against CO.2 or CP.2. Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(50) ........ Required if A2.6 is ‘‘Y’’. Should be a valid entry in the Counterparty Master Table. Validated against CP.2. Required if A2.6 is ‘‘Y’’. Validated against A3.3. E:\FR\FM\28DEP1.SGM 28DEP1 Market value of all positions in A1 for the given netting agreement identifier should be equal to this value. A2.9 = A2.10 + A2.11. Market value of all positive positions in A1 for the given netting agreement identifier should be equal to this value. A2.9 = A2.10 + A2.11. Market value of all negative positions in A1 for the given Netting Agreement Identifier should be equal to this value. A2.9 = A2.10 + A2.11. 95516 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules TABLE A–2—COUNTERPARTY NETTING SET DATA—Continued Example Field Instructions and data application Def Provide records entity’s collateral excess or deficiency with respect to all of its positions, as determined under each applicable agreement, including thresholds and haircuts where applicable. Provide counterparty’s collateral excess or deficiency with respect to all of its positions, as determined under each applicable agreement, including thresholds and haircuts where applicable. Provide next margin payment date for position. Use positive value if records entity is due a payment and use negative value if records entity has to make the payment. Num (25,5) ......... Should be less than or equal to A2.15. Num (25,5) ......... Should be less than or equal to A2.16. A2.14 Records entity collateral—net 950,000 ................. A2.15 Counterparty collateral—net ... 950,000 ................. A2.16 Next margin payment date ..... 2015–11–05 .......... A2.17 Next margin payment amount in U.S. dollars. 150,000 ................. Validation YYYY–MM–DD. Num (25,5). CORPORATE ORGANIZATION MASTER TABLE * Field Example Instructions and data application Def CO.1 .. CO.2 .. As of date ................................ Entity identifier ........................ 2015–01–05 .......... 888888888 ............ YYYY–MM–DD. Varchar(50) ........ CO.3 .. Has LEI been used for entity identifier? Legal name of entity ............... Immediate parent entity identifier. Y/N ........................ Data extraction date ................ Provide unique identifier. Use LEI if available. Information needed to identify entity. Specify whether the entity identifier provided is an LEI. Provide legal name of entity ... Use LEI if available. Information needed to complete org structure. Specify whether the immediate parent entity identifier provided is an LEI. Information needed to complete org structure. Information needed to complete org structure. CO.4 .. CO.5 .. John Doe & Co ..... 77777777 .............. CO.6 .. Has LEI been used for immediate parent entity identifier? Y/N ........................ CO.7 .. John Doe & Co ...... CO.9 .. Legal name of immediate parent entity. Percentage ownership of immediate parent entity in the entity. Entity type ............................... CO.10 Domicile .................................. CO.11 Jurisdiction under which incorporated or organized. CO.8 .. 100.00 ................... Subsidiary, foreign branch, foreign division. New York, New York. New York ............... Char(1) ............... Validation Should be unique across all record entities. Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(200). Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(200). Num (5,2). Information needed to complete org structure. Varchar(50). Enter as city, state or city, foreign country. Enter as state or foreign jurisdiction. Varchar(50). Varchar(50). sradovich on DSK3GMQ082PROD with PROPOSALS * Foreign branches and divisions shall be separately identified to the extent they are identified in an entity’s reports to its PFRAs. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00021 Fmt 4702 Sfmt 4702 E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95517 COUNTERPARTY MASTER TABLE Field Example Instructions and data application CP.1 ... CP.2 ... As of date ................................ Counterparty identifier ............. 2015–01–05 .......... 888888888 ............ CP.3 ... Has LEI been used for counterparty identifier? Y/N ........................ CP.4 ... Legal name of counterparty .... John Doe & Co ...... CP.5 ... Domicile .................................. CP.6 ... Jurisdiction under which incorporated or organized. Immediate parent entity identifier. New York, New York. New York ............... Data extraction date ................ Use LEI if counterparty has one. The counterparty identifier shall be the global legal entity identifier if one has been issued to the entity. If a counterparty transacts with the records entity through one or more separate foreign branches or divisions and any such branch or division does not have its own unique global legal entity identifier, the records entity must include additional identifiers, as appropriate to enable the FDIC to aggregate or disaggregate the data for each counterparty and for each entity with the same ultimate parent entity as the counterparty. Indicate whether the counterparty identifier is an LEI. Information needed to identify and, if necessary, communicate with counterparty. Enter as city, state or city, foreign country. Enter as state or foreign jurisdiction. Provide an identifier for the parent entity that directly controls the counterparty. Use LEI if immediate parent entity has one. Indicate whether the immediate parent entity identifier is an LEI. Information needed to identify and, if necessary, communicate with counterparty. Provide an identifier for the parent entity that is a member of the corporate group of the counterparty that is not controlled by another entity. Information needed to identify counterparty. Use LEI if ultimate parent entity has one. Indicate whether the ultimate parent entity identifier is an LEI. Information needed to identify and, if necessary, communicate with counterparty. CP.7 ... 77777777 .............. Has LEI been used for immediate parent entity identifier? Y/N ........................ CP.9 ... Legal name of immediate parent entity. John Doe & Co ..... CP.10 Ultimate parent entity identifier 666666666 ............ CP.11 Has LEI been used for ultimate parent entity identifier? Y/N ........................ CP.12 sradovich on DSK3GMQ082PROD with PROPOSALS CP.8 ... Legal name of ultimate parent entity. John Doe & Co ...... VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00022 Fmt 4702 Sfmt 4702 Def Validation YYYY–MM–DD. Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(200). Varchar(50). Varchar(50). Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(200). Varchar(50). Char(1) ............... Varchar(100). E:\FR\FM\28DEP1.SGM 28DEP1 Should be ‘‘Y’’ or ‘‘N‘‘. 95518 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules DETAILS OF FORMATS Format Content in brief Additional explanation Examples YYYY–MM–DD .. Date ............................................................. Num (25,5) ......... Up to 25 numerical characters including 5 decimals. Char(3) ............... 3 alphanumeric characters .......................... YYYY = four digit date, MM = 2 digit month, DD = 2 digit date. Up to 20 numerical characters before the decimal point and up to 5 numerical characters after the decimal point. The dot character is used to separate decimals. The length is fixed at 3 alphanumeric characters. Varchar(25) ........ Up to 25 alphanumeric characters .............. The length is not fixed but limited at up to 25 alphanumeric characters. 2015–11–12. 1352.67. 12345678901234567890.12345. 0. ¥20000.25. ¥0.257. USD. X1X. 999. asgaGEH3268EFdsagtTRCF543. Appendix B to Part 371—File Structure for Qualified Financial Contract Records for Full Scope Entities 32 TABLE A–1—POSITION-LEVEL DATA Example Instructions and data application Definition A1.1 ...... A1.2 ...... As of date ............................... Records entity identifier .......... 2015–01–05 .......... 999999999 ............ Position identifier .................... 20058953 .............. A1.4 ...... Counterparty identifier ............ 888888888 ............ A1.5 ...... Internal booking location identifier. New York, New York. Provide data extraction date .. Provide LEI for records entity. Information needed to review position-level data by records entity. Provide a position identifier. Should be used consistently across all records entities. Use the unique transaction identifier if available. Information needed to readily track and distinguish positions. Provide a counterparty identifier. Use LEI if counterparty has one. Should be used consistently by all records entities. Information needed to identify counterparty by reference to Counterparty Master Table. Provide office where the position is booked. Information needed to determine system on which the trade is booked and settled. YYYY–MM–DD .. Varchar(50) ........ A1.3 ...... A1.6 ...... sradovich on DSK3GMQ082PROD with PROPOSALS Field Unique booking unit or desk identifier. xxxxxx ................... Provide an identifier for unit or desk at which the position is booked. Information needed to help determine purpose of position. Varchar(50) ........ 32 Pursuant to § 374(b), the records entity is required to provide the information required by VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 Appendix B for itself and each of its reportable subsidiaries in manner that can be disaggregated by PO 00000 Frm 00023 Fmt 4702 Sfmt 4702 Validation Validated against CO.2. Varchar(100) ...... Varchar(50) ........ Validated against CP.2. Varchar(50) ........ Combination A1.2 + A1.5 + A1.6 should have a corresponding unique combination BL.2 + BL.3 + BL.4 entry in Booking Location Master Table. Combination A1.2 + A1.5 + A1.6 should have a corresponding unique combination BL.2 + BL.3 + BL.4 entry in Booking Location Master Table. legal entities (i.e., the records entity and each reportable subsidiary). E:\FR\FM\28DEP1.SGM 28DEP1 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95519 TABLE A–1—POSITION-LEVEL DATA—Continued Example Instructions and data application A1.7 ...... Type of QFC ........................... Varchar(100). Type of QFC covered by guarantee or other third party credit enhancement. Credit, equity, foreign exchange, interest rate (including crosscurrency), other commodity, securities repurchase agreement, securities lending, loan repurchase agreement, guarantee or other third party credit enhancement of a QFC. Credit, equity, foreign exchange, interest rate (including crosscurrency), other commodity, securities repurchase agreement, securities lending, or loan repurchase agreement. Provide type of QFC. Use unique product identifier if available. Information needed to determine the nature of the QFC. A1.7.1 ... Only required if QFC type (A1.7) is a guarantee or other third party credit enhancement. Underlying QFC obligor identifier. 888888888 ............ Varchar(50) ........ Only required if QFC asset type (A1.7) is a guarantee or other third party credit enhancement. Validated against CO.2 if affiliate or CP.2 if non-affiliate. A1.8 ...... Agreement identifier ............... xxxxxxxxx .............. Varchar(50) ........ Validated against A3.3. A1.9 ...... Netting agreement identifier ... xxxxxxxxx .............. Varchar(50) ........ Validated against A3.3. A1.10 .... Netting agreement counterparty identifier. xxxxxxxxx .............. If QFC type is guarantee or other third party credit enhancement, provide type of QFC of the QFC that is covered by such guarantee or other third party credit enhancement. Use unique product identifier if available. If multiple asset classes are covered by the guarantee or credit enhancement, enter the asset classes separated by comma. If all the QFCs of the underlying QFC obligor identifier are covered by the guarantee or other third party credit enhancement, enter ‘‘All’’. If QFC type is guarantee or other third party credit enhancement, provide an identifier for the QFC obligor whose obligation is covered by the guarantee or other third party credit enhancement. Use LEI if underlying QFC obligor has one. Complete the counterparty master table with respect to a QFC obligor that is a non-affiliate. Provide an identifier for the primary governing documentation, e.g., the master agreement or guarantee agreement, as applicable. Provide an identifier for netting agreement. If this agreement is the same as provided in A1.10, use same identifier. Information needed to identify unique netting sets. Provide a netting agreement counterparty identifier. Use same identifier as provided in A1.4 if counterparty and netting agreement counterparty are the same. Use LEI if netting agreement counterparty has one. Information needed to identify unique netting sets. Varchar(500) ...... A1.7.2 ... sradovich on DSK3GMQ082PROD with PROPOSALS Field Varchar(50) ........ Validated against CP.2. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00024 Fmt 4702 Sfmt 4702 Definition E:\FR\FM\28DEP1.SGM 28DEP1 Validation 95520 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules TABLE A–1—POSITION-LEVEL DATA—Continued Field Example Instructions and data application A1.11 .... Trade date .............................. 2014–12–20 .......... A1.12 .... Termination date .................... 2014–03–31 .......... A1.13 .... Next call, put, or cancellation date. Next payment date ................. Local Currency Of Position .... 2015–01–25 .......... Provide trade or other commitment date for the QFC. Information needed to determine when the entity’s rights and obligations regarding the position originated. Provide date the QFC terminates or is expected to terminate, expire, mature, or when final performance is required. Information needed to determine when the entity’s rights and obligations regarding the position are expected to end. Provide next call, put, or cancellation date. Provide next payment date .... Provide currency in which QFC is denominated. Use ISO currency code. Provide current market value of the position in local currency. In the case of a guarantee or other third party credit enhancements, provide the current mark-tomarket expected value of the exposure. Information needed to determine the current size of the obligation or benefit associated with the QFC. In the case of a guarantee or other third party credit enhancements, provide the current mark-to-market expected value of the exposure. Information needed to determine the current size of the obligation/benefit associated with the QFC. Provide fair value asset classification under GAAP, IFRS, or other accounting principles or standards used by records entity. Provide ‘‘1’’ for Level 1, ‘‘2’’ for Level 2, or ‘‘3’’ for Level 3. Information needed to assess fair value of the position. Provide the notional or principal amount, as applicable, in local currency. In the case of a guarantee or other third party credit enhancement, provide the maximum possible exposure. Information needed to help evaluate the position. A1.14 .... A1.15 .... 2015–01–25 .......... USD ...................... Current market value of the position in local currency. 995000 .................. A1.17 .... Current market value of the position in U.S. dollars. 995000 .................. A1.18 .... Asset Classification ................ 1 ............................ A1.19 .... sradovich on DSK3GMQ082PROD with PROPOSALS A1.16 .... Notional or principal amount of the position in local currency. 1000000 ................ VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00025 Fmt 4702 Sfmt 4702 Definition YYYY–MM–DD. YYYY–MM–DD. YYYY–MM–DD. YYYY–MM–DD. Char(3). Num (25,5). Num (25,5). Char(1). Num (25,5). E:\FR\FM\28DEP1.SGM 28DEP1 Validation Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95521 TABLE A–1—POSITION-LEVEL DATA—Continued Example Field Instructions and data application Provide the notional or principal amount, as applicable, in U.S. dollars. In the case of a guarantee or other third party credit enhancements, provide the maximum possible exposure. Information needed to help evaluate the position. Indicate whether QFC is covered by a guarantee or other third-party credit enhancement. Information needed to determine credit enhancement. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for provider. Use LEI if available. Complete the counterparty master table with respect to a provider that is a non-affiliate. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for the agreement. Indicate whether QFC is covered by a guarantee or other third-party credit enhancement. Information needed to determine credit enhancement. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for provider. Use LEI if available. Complete the counterparty master table with respect to a provider that is a non-affiliate. If QFC is covered by a guarantee or other third-party credit enhancement, provide an identifier for agreement. Use this field to link any related positions of the records entity. All positions that are related to one another should have same designation in this field. Provide a unique reference number for any loan held by the records entity or a member of its corporate group related to the position (with multiple entries delimited by commas). For any loan recorded in A1.23, provide identifier for records entity or member of its corporate group that holds any related loan. Use LEI if entity has one. Notional or principal amount of the position In U.S. dollars. 1000000 ................ A1.21 .... Covered by third-party credit enhancement agreement (for the benefit of the records entity)?. Y/N ........................ A1.21.1 Third-party credit enhancement provider identifier (for the benefit of the records entity). 999999999 ............ A1.21.2 Third-party credit enhancement agreement identifier (for the benefit of the records entity). 4444444 ................ A1.21.3 Covered by third-party credit enhancement agreement (for the benefit of the counterparty)?. Y/N ........................ A1.21.4 Third-party credit enhancement provider identifier (for the benefit of the counterparty). 999999999 ............ A1.21.5 Third-party credit enhancement agreement identifier (for the benefit of the counterparty). 4444444 ................ A1.22 .... Related position of records entity. 3333333 ................ A1.23 .... sradovich on DSK3GMQ082PROD with PROPOSALS A1.20 .... Reference number for any related loan. 9999999 ................ A1.24 .... Identifier of the lender of the related loan. 999999999 ............ VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00026 Fmt 4702 Sfmt 4702 Definition Validation Num (25,5). Char(1) .............. Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(50) ........ Required if A1.21 is ‘‘Y’’. Validated against CP.2. Varchar(50) ........ Required if A1.21 is ‘‘Y.’’ Validated against A3.3. Char(1) .............. Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(50) ........ Required if A1.21.3 is ‘‘Y’’. Validated against CO.2 or CP.2. Varchar(50) ........ Required if A1.21.3 is ‘‘Y’’. Validated against A3.3. Varchar(100). Varchar(500). Varchar(500). E:\FR\FM\28DEP1.SGM 28DEP1 95522 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules TABLE A–2—COUNTERPARTY NETTING SET DATA Field Example Instructions and data application Def A2.1 ... A2.2 ... As of date ................................ Records entity identifier .......... 2015–01–05 .......... 999999999 ............ YYYY–MM–DD .. Varchar(50) ........ Validated against CO.2. A2.3 ... Netting agreement counterparty identifier. 888888888 ............ Varchar(50) ........ Validated against CP.2. A2.4 ... Netting agreement identifier .... xxxxxxxxx .............. Varchar(50) ........ Validated against A3.3. A2.4.1 Underlying QFC obligor identifier. 888888888 ............ Varchar(50) ........ Validated against CO.2 or CP.2. A2.5 ... Covered by third-party credit enhancement agreement (for the benefit of the records entity)? Y/N ........................ Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. A2.5.1 Third-party credit enhancement provider identifier (for the benefit of the records entity). Third-party credit enhancement agreement identifier (for the benefit of the records entity). Covered by third-party credit enhancement agreement (for the benefit of the counterparty)? Third-party credit enhancement provider identifier (for the benefit of the counterparty). 999999999 ............ Data extraction date ................ Provide the LEI for the records entity. Provide an identifier for the netting agreement counterparty. Use LEI if counterparty has one. Provide an identifier for the netting agreement. Provide identifier for underlying QFC obligor if netting agreement is associated with a guarantee or other third party credit enhancement. Use LEI if available. Indicate whether the positions subject to the netting set agreement are covered by a third-party credit enhancement agreement. Use LEI if available. Information needed to identity thirdparty credit enhancement provider. ................................................. Varchar(50) ........ Required if A2.5 is ‘‘Y’’. Validated against CP.2. Varchar(50) ........ Required if A2.5 is ‘‘Y’’. Validated against A3.3. Y/N ........................ Information needed to determine credit enhancement. Char(1) ............... Should be ‘‘Y’’ or ‘‘N‘‘. 999999999 ............ Use LEI if available. Information needed to identity thirdparty credit enhancement provider. Varchar(50) ........ Third-party credit enhancement agreement identifier (for the benefit of the counterparty). Aggregate current market value in U.S. dollars of all positions under this netting agreement. 4444444 ................ Information used to determine guarantee or other thirdparty credit enhancement. Varchar(50) ........ Required if A2.5.3 is ‘‘Y’’. Should be a valid entry in the Counterparty Master Table. Validated against CP.2. Required if A2.5.3 is ‘‘Y’’. Validated against A3.3. ¥1000000 ............. Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.7 ... Current market value in U.S. dollars of all positive positions, as aggregated under this netting agreement. 3000000 ................ Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.8 ... Current market value in U.S. dollars of all negative positions, as aggregated under this netting agreement. ¥4000000 ............. Information needed to help Num (25,5) ......... evaluate the positions subject to the netting agreement. A2.9 ... Current market value in U.S. dollars of all collateral posted by records entity, as aggregated under this netting agreement. 950000 .................. Information needed to determine the extent to which collateral has been provided by records entity. A2.5.2 A2.5.3 A2.5.4 A2.5.5 sradovich on DSK3GMQ082PROD with PROPOSALS A2.6 ... VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 4444444 ................ PO 00000 Frm 00027 Fmt 4702 Sfmt 4702 Num (25,5) ......... E:\FR\FM\28DEP1.SGM 28DEP1 Validation Market value of all positions in A1 for the given netting agreement identifier should be equal to this value. A2.6 = A2.7 + A2.8. Market value of all positive positions in A1 for the given netting agreement identifier should be equal to this value. A2.6 = A2.7 + A2.8. Market value of all negative positions in A1 for the given Netting Agreement Identifier should be equal to this value. A2.6 = A2.7 + A2.8. Market value of all collateral posted by records entity for the given netting agreement Identifier should be equal to sum of all A4.9 for the same netting agreement identifier in A4. Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95523 TABLE A–2—COUNTERPARTY NETTING SET DATA—Continued Field Example Instructions and data application Def Validation A2.10 Current market value in U.S. dollars of all collateral posted by counterparty, as aggregated under this netting agreement. 50000 .................... Information needed to determine the extent to which collateral has been provided by counterparty. Num (25,5) ......... Market value of all collateral posted by counterparty for the given netting agreement identifier should be equal to sum of all A4.9 for the same netting agreement identifier in A4. A2.11 950,000 ................. Information needed to determine the extent to which collateral has been provided by records entity. Num (25,5). 950,000 ................. Information needed to determine the extent to which collateral has been provided by records entity. Num (25,5). A2.13 Current market value in U.S. dollars of all collateral posted by records entity that is subject to re-hypothecation, as aggregated under this netting agreement. Current market value in U.S. dollars of all collateral posted by counterparty that is subject to re-hypothecation, as aggregated under this netting agreement. Records entity collateral—net 950,000 ................. Num (25,5) ......... Should be less than or equal to A2.9. A2.14 Counterparty collateral—net ... 950,000 ................. Num (25,5) ......... Should be less than or equal to A2.10. A2.15 Next margin payment date ..... 2015–11–05 .......... A2.16 Next margin payment amount in U.S. dollars. 150,000 ................. A2.17 Safekeeping agent identifier for records entity. 888888888 ............ A2.18 Safekeeping agent identifier for counterparty. 888888888 ............ Provide records entity’s collateral excess or deficiency with respect to all of its positions, as determined under each applicable agreement, including thresholds and haircuts where applicable. Provide counterparty’s collateral excess or deficiency with respect to all of its positions, as determined under each applicable agreement, including thresholds and haircuts where applicable. Provide next margin payment date for position. Use positive value if records entity is due a payment and use negative value if records entity has to make the payment. Provide an identifier for the records entity’s safekeeping agent, if any. Use LEI if safekeeping agent has one. Provide an identifier for the counterparty’s safekeeping agent, if any. Use LEI if safekeeping agent has one. A2.12 YYYY–MM–DD. Num (25,5). Varchar(50) ........ Validated against SA.2. Varchar(50) ........ Validated against SA.2. TABLE A–3—LEGAL AGREEMENTS Example Instructions and data application Def A3.1 ...... A3.2 ...... A3.3 ...... sradovich on DSK3GMQ082PROD with PROPOSALS Field As of Date .............................. Records entity identifier .......... Agreement identifier ............... 2015–01–05 .......... 999999999 ............ xxxxxx ................... YYYY–MM–DD. Varchar(50) ........ Varchar(50). A3.4 ...... Name of agreement or governing document. ISDA Master 1992 or Guarantee Agreement or Master Netting Agreement. Data extraction date ............... Provide LEI for records entity Provide identifier for each master agreement, governing document, netting agreement or third-party credit enhancement agreement. Provide name of agreement or governing document. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00028 Fmt 4702 Sfmt 4702 Varchar(50). E:\FR\FM\28DEP1.SGM 28DEP1 Validation Validated against CO.2. 95524 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules TABLE A–3—LEGAL AGREEMENTS—Continued Field Example Instructions and data application A3.5 ...... Agreement date ...................... 2010–01–25 .......... YYYY–MM–DD. A3.6 ...... Agreement counterparty identifier. 888888888 ............ A3.6.1 ... Underlying QFC obligor identifier. 888888888 ............ A3.7 ...... Agreement governing law ...... New York .............. A3.8 ...... Cross-default provision? Y/N ........................ A3.9 ...... Identity of cross-default entities. 777777777 ............ Provide the date of the agreement. Use LEI if counterparty has one. Information needed to identify counterparty. Provide underlying QFC obligor identifier if document identifier is associated with a guarantee or other third party credit enhancement. Use LEI if underlying QFC obligor has one. Provide law governing contract disputes. Specify whether agreement includes default or other termination event provisions that reference an entity not a party to the agreement (‘‘cross-default Entity’’). Information needed to determine exposure to affiliates or other entities. Provide identity of any crossdefault entities referenced in A3.8. Use LEI if entity has one. Information needed to determine exposure to other entities. A3.10 .... Covered by third-party credit enhancement agreement (for the benefit of the records entity)? Third-party credit enhancement provider identifier (for the benefit of the records entity). Y/N ........................ Information needed to determine credit enhancement. Char(1) .............. 999999999 ............ Use LEI if available. Information needed to identity Third-Party Credit Enhancement Provider. Varchar(50) ........ Information needed to determine credit enhancement. Varchar(50) ........ Information needed to determine credit enhancement. Char(1) .............. Should be ‘‘Y’’ or ‘‘N‘‘. Use LEI if available. Information needed to identity Third-Party Credit Enhancement Provider. Varchar(50) ........ Required if A3.12 is ‘‘Y’’. Should be a valid entry in the Counterparty Master. Validated against CP.2. Required if A3.12.2 is ‘‘Y’’. Validated against field A3.3. A3.11 .... A3.12 .... A3.12.1 A3.12.2 A3.12.3 Validated against field CP.2. Varchar(50) ........ Validated against CO.2 or CP.2. Varchar(50). Char(1) .............. Should be ‘‘Y’’ or ‘‘N‘‘. Varchar(500) ...... Required if A3.8 is ‘‘Y‘‘. ID should be a valid entry in Corporate Org Master Table or Counterparty Master Table, if applicable. Multiple entries comma separated. Should be ‘‘Y’’ or ‘‘N‘‘. 33333333 .............. Information needed to determine credit enhancement. Varchar(50) ........ John Doe & Co ..... Varchar(200). A3.14 .... Counterparty contact information: address. 123 Main St, City, State Zip code. A3.15 .... Counterparty contact information: phone. 1–999–999–9999 .. Provide contact name for counterparty as provided under notice section of agreement. Provide contact address for counterparty as provided under notice section of agreement. Provide contact phone number for counterparty as provided under notice section of agreement. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00029 Fmt 4702 Sfmt 4702 Validation Varchar(50) ........ Associated third-party credit enhancement agreement document identifier (for the benefit of the counterparty). Counterparty contact information: name. A3.13 .... sradovich on DSK3GMQ082PROD with PROPOSALS Associated third-party credit 33333333 .............. enhancement agreement document identifier (for the benefit of the records entity). Covered by third-party credit Y/N ........................ enhancement agreement (for the benefit of the counterparty)? Third-party credit enhance999999999 ............ ment provider identifier (for the benefit of the counterparty). Def Varchar(100). Varchar(50). E:\FR\FM\28DEP1.SGM 28DEP1 Required if A3.10 is ‘‘Y’’. Should be a valid entry in the Counterparty Master Table. Validated against CP.2. Required if A3.10 is ‘‘Y’’. Validated against field A3.3. Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95525 TABLE A–3—LEGAL AGREEMENTS—Continued Field A3.16 .... Example Counterparty’s contact information: email address. Jdoe@ JohnDoe.com. Instructions and data application Provide contact email address for counterparty as provided under notice section of agreement. Def Validation Varchar(100). TABLE A–4—COLLATERAL DETAIL DATA Field Example Instructions and data application Def A4.1 ... A4.2 ... A4.3 ... As of date ................................ Records entity identifier .......... Collateral posted/collateral received flag. 2015–01–05 .......... 999999999 ............ P/N ........................ YYYY–MM–DD. Varchar(50) ........ Char(1). Validated against CO.2. A4.4 ... Counterparty identifier ............. 888888888 ............ Varchar(50) ........ Validated against CP.2. A4.5 ... Netting agreement identifier .... xxxxxxxxx .............. Varchar(50) ........ Validated against field A3.3. A4.6 ... Unique collateral item identifier CUSIP/ISIN ........... A4.7 ... Original face amount of collateral item in local currency. 1500000 ................ A4.8 ... Local currency of collateral item. Market value amount of collateral item in U.S. dollars. USD ....................... Data extraction date ................ Provide LEI for records entity Enter ‘‘P’’ if collateral has been posted by the records entity. Enter ‘‘R’’ for collateral received by Records Entity. Provide identifier for counterparty. Use LEI if counterparty has one. Provide identifier for applicable netting agreement. Provide identifier to reference individual collateral posted. Information needed to evaluate collateral sufficiency and marketability. Use ISO currency code .......... 850000 .................. Information needed to evaluate collateral sufficiency and marketability and to permit aggregation across currencies. Num (25,5) ......... A4.10 Description of collateral item .. Asset classification .................. A4.12 Collateral or portfolio segregation status. Y/N ........................ A4.13 Collateral location ................... A4.14 Collateral jurisdiction ............... Is collateral re-hypothecation allowed? Provide jurisdiction of location of collateral posted. Information needed to evaluate exposure of the records entity to the counterparty or vice-versa for re-hypothecated collateral. Varchar(50). A4.15 ABC broker-dealer (in safekeeping account of counterparty). New York, New York. Y/N ........................ Information needed to evaluate collateral sufficiency and marketability. Provide fair value asset classification for the collateral item under GAAP, IFRS, or other accounting principles or standards used by records entity. Provide ‘‘1’’ for Level 1, ‘‘2’’ for Level 2, or ‘‘3’’ for Level 3. Specify whether the specific item of collateral or the related collateral portfolio is segregated from assets of the safekeeping agent. Provide location of collateral posted. Varchar(200). A4.11 U.S. Treasury Strip, maturity 2020/6/ 30. 1 ............................ sradovich on DSK3GMQ082PROD with PROPOSALS A4.9 ... VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00030 Fmt 4702 Sfmt 4702 Validation Varchar(50). Num (25,5). Char(3). Market value of all collateral posted by Records Entity or Counterparty A2.9 or A2.10 for the given netting agreement identifier should be equal to sum of all A4.9 for the same netting agreement identifier in A4. Char(1) ............... Should be ‘‘1’’ or ‘‘2’’ or ‘‘3’’. Char(1) ............... Should be ‘‘Y’’ or ‘‘N’’. Varchar(200). Char(1) ............... E:\FR\FM\28DEP1.SGM 28DEP1 Should be ‘‘Y’’ or ‘‘N’’. 95526 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules CORPORATE ORGANIZATION MASTER TABLE * Field Example Instructions and data application Def CO.1 .. CO.2 .. As of date ................................ Entity identifier ........................ 2015–01–05 .......... 888888888 ............ YYYY–MM–DD. Varchar(50) ........ CO.3 .. Has LEI been used for entity identifier? Y/N ........................ CO.4 .. CO.5 .. Legal name of entity ............... Immediate parent entity identifier. John Doe & Co ..... 77777777 .............. CO.6 .. Has LEI been used for immeY/N ........................ diate parent entity identifier?. CO.7 .. CO.9 .. Legal name of immediate parent entity. Percentage ownership of immediate parent entity in the entity. Entity type ............................... Data extraction date ............ Provide unique identifier. Use LEI if available. Information needed to identify entity. Specify whether the entity identifier provided is an LEI. Provide legal name of entity Use LEI if available. Information needed to complete org structure. Specify whether the immediate parent entity identifier provided is an LEI. Information needed to complete org structure. Information needed to complete org structure. Information needed to complete org structure. Varchar(50). CO.10 Domicile .................................. Varchar(50). CO.11 Jurisdiction under which incorporated or organized. Enter as city, state or city, foreign country. Enter as state or foreign jurisdiction. CO.8 .. John Doe & Co ...... 100.00 ................... Subsidiary, foreign branch, foreign division. New York, New York. New York ............... Char(1) ............... Validation Should be unique across all records entities. Should be ‘‘Y’’ or ‘‘N’’. Varchar(200). Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N’’. Varchar(200). Num (5,2). Varchar(50). * Foreign branches and divisions shall be separately identified to the extent they are identified in an entity’s reports to its PFRAs. COUNTERPARTY MASTER TABLE Example Instructions and data application CP.1 ... CP.2 ... sradovich on DSK3GMQ082PROD with PROPOSALS Field As of date ................................ Counterparty identifier ............. 2015–01–05 .......... 888888888 ............ CP.3 ... Has LEI been used for counterparty identifier? Y/N ........................ CP.4 ... Legal name of counterparty .... John Doe & Co ...... Data extraction date ............ Use LEI if counterparty has one. Should be used consistently across all records entities within a corporate group. The counterparty identifier shall be the global legal entity identifier if one has been issued to the entity. If a counterparty transacts with the records entity through one or more separate foreign branches or divisions and any such branch or division does not have its own unique global legal entity identifier, the records entity must include additional identifiers, as appropriate to enable the FDIC to aggregate or disaggregate the data for each counterparty and for each entity with the same ultimate parent entity as the counterparty. Indicate whether the counterparty identifier is an LEI. Information needed to identify and, if necessary, communicate with counterparty. VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00031 Fmt 4702 Sfmt 4702 Def Validation YYYY–MM–DD. Varchar(50). Char(1) ............... Varchar(200). E:\FR\FM\28DEP1.SGM 28DEP1 Should be ‘‘Y’’ or ‘‘N’’. Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules 95527 COUNTERPARTY MASTER TABLE—Continued Field Example Instructions and data application CP.5 ... Domicile .................................. CP.6 ... Jurisdiction under which incorporated or organized. Immediate parent entity identifier. New York, New York. New York ............... Enter as city, state or city, foreign country. Enter as state or foreign jurisdiction. Provide an identifier for the parent entity that directly controls the counterparty. Use LEI if immediate parent entity has one. Indicate whether the immediate parent entity identifier is an LEI. Information needed to identify and, if necessary, communicate with counterparty. Provide an identifier for the parent entity that is a member of the corporate group of the counterparty that is not controlled by another entity. Information needed to identify counterparty. Use LEI if ultimate parent entity has one. Indicate whether the ultimate parent entity identifier is an LEI. Information needed to identify and, if necessary, communicate with Counterparty. CP.7 ... 77777777 .............. CP.8 ... Has LEI been used for immediate parent entity identifier? Y/N ........................ CP.9 ... Legal name of immediate parent entity. John Doe & Co ..... CP.10 Ultimate parent entity identifier 666666666 ............ CP.11 Has LEI been used for ultimate parent entity identifier? Y/N ........................ CP.12 Legal name of ultimate parent entity. John Doe & Co ...... Def Validation Varchar(50). Varchar(50). Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N’’. Varchar(200). Varchar(50). Char(1) ............... Should be ‘‘Y’’ or ‘‘N’’. Varchar(100). BOOKING LOCATION MASTER TABLE Example Instructions and data application Def BL.1 ... BL.2 ... As of date ................................ Records entity identifier .......... 2015–01–05 .......... 999999999 ............ Data extraction date ............ Provide LEI .......................... YYYY–MM–DD. Varchar(50) ........ BL.3 ... Internal booking location identifier. New York, New York. Unique booking unit or desk identifier. xxxxxx .................... BL.5 ... Unique booking unit or desk description. North American trading desk. BL.6 ... Booking unit or desk contact— phone. 1–999–999–9999 .. BL.7 ... Booking unit or desk contact— email. Desk@Desk.com ... Provide office where the position is booked. Information needed to determine the headquarters or branch where the position is booked, including the system on which the trade is booked, as well as the system on which the trade is settled. Provide unit or desk at which the position is booked. Information needed to help determine purpose of position. Additional information to help determine purpose of position. Information needed to communicate with the booking unit or desk. Information needed to communicate with the booking unit or desk. Varchar(50). BL.4 ... sradovich on DSK3GMQ082PROD with PROPOSALS Field VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00032 Fmt 4702 Sfmt 4702 Varchar(50). Varchar(50). Varchar(50). Varchar(100). E:\FR\FM\28DEP1.SGM 28DEP1 Validation Should be a valid entry in the Corporate Org Master Table. 95528 Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / Proposed Rules SAFEKEEPING AGENT MASTER TABLE Field Example Instructions and data application SA.1 ... SA.2 ... As of date ................................ Safekeeping agent identifier ... 2015–01–05 .......... 888888888 ............ SA.3 ... Legal name of safekeeping agent. John Doe & Co ..... SA.4 ... Point of contact—name .......... John Doe ............... SA.5 ... Point of contact—address ....... 123 Main St, City, State Zip Code. SA.6 ... Point of contact—phone ......... 1–999–999–9999 .. SA.7 ... Point of contact—email ........... Jdoe@ JohnDoe.com. Data extraction date ............ Provide an identifier for the safekeeping agent. Use LEI if safekeeping agent has one. Information needed to identify and, if necessary, communicate with the safekeeping agent. Information needed to identify and, if necessary, communicate with the safekeeping agent. Information needed to identify and, if necessary, communicate with the safekeeping agent. Information needed to identify and, if necessary, communicate with the safekeeping agent. Information needed to identify and, if necessary, communicate with the safekeeping agent. Def Validation YYYY–MM–DD. Varchar(50). Varchar(200). Varchar(200). Varchar(100). Varchar(50). Varchar(100). DETAILS OF FORMATS Format Content in brief Additional explanation YYYY–MM–DD .. Date ............................................................. Num (25,5) ......... Up to 25 numerical characters including 5 decimals. Char(3) ............... 3 alphanumeric characters .......................... YYYY = four digit date, MM = 2 digit month, DD = 2 digit date. Up to 20 numerical characters before the decimal point and up to 5 numerical characters after the decimal point. The dot character is used to separate decimals. The length is fixed at 3 alphanumeric characters. Varchar(25) ........ Up to 25 alphanumeric characters .............. Dated at Washington, DC, this 13th day of December 2016. By order of the Board of Directors. Federal Deposit Insurance Corporation. Valerie J. Best, Assistant Executive Secretary. [FR Doc. 2016–30734 Filed 12–27–16; 8:45 am] The length is not fixed but limited at up to 25 alphanumeric characters. DEPARTMENT OF TRANSPORTATION Federal Aviation Administration 14 CFR Part 39 [Docket No. FAA–2016–9531; Directorate Identifier 2015–CE–011–AD] RIN 2120–AA64 BILLING CODE 6714–01–P Airworthiness Directives; M7 Aerospace LLC Airplanes Federal Aviation Administration (FAA), DOT. ACTION: Notice of proposed rulemaking (NPRM). sradovich on DSK3GMQ082PROD with PROPOSALS AGENCY: We propose to adopt a new airworthiness directive (AD) for certain M7 Aerospace LLC Models SA226–T, SA226–AT, SA226–T(B), SA226–TC, SA227–AC (C–26A), SA227–AT, SA227–BC (C–26A), SA227–CC, SA227– SUMMARY: VerDate Sep<11>2014 18:33 Dec 27, 2016 Jkt 241001 PO 00000 Frm 00033 Examples Fmt 4702 Sfmt 4702 2015–11–12. 1352.67. 12345678901234567890.12345. 0. ¥20000.25. ¥0.257. USD. X1X. 999. asgaGEH3268EFdsagtTRCF543. DC (C–26B), and SA227–TT airplanes. This proposed AD was prompted by detachment of the power lever linkage to the TPE331 engine propeller pitch control. This proposed AD would require installing a secondary retention device and repetitively inspecting the propeller pitch control for proper torque, with corrections as necessary. We are proposing this AD to correct the unsafe condition on these products. We must receive comments on this proposed AD by February 13, 2017. DATES: You may send comments, using the procedures found in 14 CFR 11.43 and 11.45, by any of the following methods: • Federal eRulemaking Portal: Go to http://www.regulations.gov. Follow the instructions for submitting comments. • Fax: 202–493–2251. ADDRESSES: E:\FR\FM\28DEP1.SGM 28DEP1

Agencies

[Federal Register Volume 81, Number 249 (Wednesday, December 28, 2016)]
[Proposed Rules]
[Pages 95496-95528]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-30734]


========================================================================
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.

========================================================================


Federal Register / Vol. 81, No. 249 / Wednesday, December 28, 2016 / 
Proposed Rules

[[Page 95496]]



FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Part 371

RIN 3064-AE54


Recordkeeping Requirements for Qualified Financial Contracts

AGENCY: Federal Deposit Insurance Corporation (FDIC).

ACTION: Notice of proposed rulemaking.

-----------------------------------------------------------------------

SUMMARY: The FDIC proposes to amend its regulations regarding 
Recordkeeping Requirements for Qualified Financial Contracts (``Part 
371''), which require insured depository institutions (``IDIs'') in a 
troubled condition to keep records relating to qualified financial 
contracts (``QFCs'') to which they are party. The proposed rule would 
expand the scope of QFC records required to be maintained by an IDI 
that is subject to the FDIC's recordkeeping requirements and that has 
total consolidated assets equal to or greater than $50 billion or is a 
member of a corporate group where one or more affiliates is subject to 
the QFC recordkeeping requirements set forth in the regulations adopted 
by the Department of the Treasury (a ``full scope entity''); for all 
other IDIs subject to the FDIC's QFC recordkeeping requirements, add 
and delete a limited number of data requirements and make certain 
formatting changes with respect to the QFC recordkeeping requirements; 
require full scope entities to keep QFC records of certain of their 
subsidiaries; and include certain other changes, including changes that 
would provide additional time for certain IDIs in a troubled condition 
to comply with the regulations.

DATES: Comments must be received on or before February 27, 2017.

ADDRESSES: You may submit comments by any of the following methods:
     FDIC Web site: https://www.fdic.gov/regulations/laws/federal/. Follow the instructions for submitting comments on the agency 
Web site.
     Email: comments@fdic.gov. Include RIN 3064-AE54 on the 
subject line of the message.
     Mail: Robert E. Feldman, Executive Secretary, Attention: 
Comments, Federal Deposit Insurance Corporation, 550 17th Street NW., 
Washington, DC 20429.
     Hand Delivery: Comments may be hand delivered to the guard 
station at the rear of the 550 17th Street Building (located on F 
Street) on business days between 7 a.m. and 5 p.m.
     Public Inspection: All comments received, including any 
personal information provided, will be posted generally without change 
to https://www.fdic.gov/regulations/laws/federal/.

FOR FURTHER INFORMATION CONTACT: Legal Division: Phillip E. Sloan, 
Counsel, (703) 562-6137; Joanne W. Rose, Counsel, (917) 320-2854. 
Division of Resolutions and Receiverships: Marc Steckel, Deputy 
Director, (571) 858-8824; George C. Alexander, Assistant Director, 
(571) 858-8182.

SUPPLEMENTARY INFORMATION:

I. Policy Objectives
 II. Background
III. The Proposed Rule
    A. Summary
    B. Section-By-Section Analysis
    1. Scope, Purpose, and Compliance Dates
    2. Definitions
    3. Maintenance of Records
    4. Content of Records
    5. Transition for Existing Records Entities
    6. Enforcement Actions
    7. Appendix A
    8. Appendix B
IV. Expected Effects
    A. Limited Scope Entities
    B. Full Scope Entities
    C. All Covered Entities
V. Alternatives Considered
VI. Request for Comments
    A. Scope of Coverage
    B. Requirements
    C. Implementation
    D. Benefits and Costs
VII. Regulatory Process
    A. Paperwork Reduction Act
    B. Regulatory Flexibility Act
    C. The Treasury and General Government Appropriations Act of 
1999
    D. Plain Language

I. Policy Objectives

    The proposed rule would enhance and update recordkeeping 
requirements as to QFCs of IDIs in troubled condition in order to 
facilitate the orderly resolution of IDIs with QFC portfolios. The 
proposed rule would revise the format of records required to be 
maintained in order to provide more ready access to expanded QFC 
portfolio data. Additionally, the proposed rule would require that more 
comprehensive information be maintained to facilitate the FDIC's 
understanding of complex QFC portfolios in receivership. The proposed 
changes to both the formatting and the quantity of information would 
enable the FDIC, as receiver, to make better informed and efficient 
decisions as to whether to transfer some or all of a failed IDI's QFCs 
during the one-business-day stay period for the transfer of QFCs. This 
would help the FDIC achieve a least costly resolution.
    Part 371 was adopted in 2008 pursuant to 12 U.S.C. 1821(e)(8)(H) 
(the ``FDIA Recordkeeping Provision'') to enable the FDIC to have 
prompt access to detailed information about the QFC portfolios of IDIs 
for which the FDIC is appointed receiver.\1\ In the eight years since 
Part 371 was adopted, the FDIC has obtained QFC information pursuant to 
Part 371 from many IDIs in troubled condition, ranging in size from 
large, complex institutions to small community banks. While the 
information obtained has proved useful to the FDIC as receiver, the 
necessity for more comprehensive information from institutions with 
complex QFC portfolios in formats that reflect recent developments in 
digital technology was evident.
---------------------------------------------------------------------------

    \1\ 12 CFR part 371.
---------------------------------------------------------------------------

    In July 2010, Congress enacted the Dodd-Frank Wall Street Reform 
and Consumer Protection Act \2\ (``Dodd-Frank Act''), section 
210(c)(8)(H) (``Section 210(c)(8)(H)'') of which requires the adoption 
of regulations that require financial companies to maintain QFC records 
that are determined to be necessary or appropriate to assist the FDIC 
as receiver for a covered financial company in being able to exercise 
its rights and fulfill its obligations under section 210(c)(8), (9), or 
(10) of the Dodd-Frank Act. These sections of the Dodd-Frank Act are in 
most respects identical to 12 U.S.C. 1821(e) (8)-(10) of the FDIA and 
cover, among other subjects, the stay applicable to QFCs and the FDIC's 
rights to transfer QFCs during the one-business-day stay period.
---------------------------------------------------------------------------

    \2\ 12 U.S.C. 5301 et seq.
---------------------------------------------------------------------------

    On October 31, 2016, in implementation of Section 210(c)(8)(H), the 
Department of the Treasury published regulations (Part 148) that 
require large U.S. financial holding

[[Page 95497]]

companies and their U.S. subsidiaries (other than IDIs, certain IDI 
subsidiaries and insurance companies) to maintain QFC recordkeeping 
systems.\3\ The scope of records required to be maintained by companies 
subject to Part 148 is more comprehensive than that required under Part 
371 for IDIs in troubled condition. Part 148 was prepared in 
consultation with the FDIC. Its recordkeeping requirements reflect the 
insights obtained by the FDIC in administering Part 371. Part 148, as 
adopted, reflects comments received on the Part 148 notice of proposed 
rulemaking, and the input from those comments are, where appropriate, 
considered in this proposed rule. Part 148 requires companies that are 
subject to that rule to maintain comprehensive QFC records in formats 
that will enable the FDIC to expeditiously analyze the information in 
the event it is appointed as receiver for a covered financial company 
pursuant to Title II of the Dodd-Frank Act. The comprehensive data 
fields reflect the data that the FDIC has identified as important for 
it to make its determinations as to whether to transfer QFCs of a 
failed institution.
---------------------------------------------------------------------------

    \3\ 31 CFR part 148.
---------------------------------------------------------------------------

    The proposed rule would harmonize the recordkeeping requirements 
under Part 371 for large IDIs and IDIs that are affiliates of financial 
companies subject to Part 148 with the recordkeeping requirements of 
Part 148. The harmonization would support the policy objective of 
enabling the FDIC to make judicious QFC transfer decisions and would 
enable the FDIC, as receiver of an IDI that is a member of a corporate 
group subject to Part 371, to rapidly obtain a complete picture of the 
QFC positions of the entire group by combining the records maintained 
under the two regulations. Such harmonization would also have the 
indirect benefit of reducing costs to IDIs that become subject to Part 
371 and that are members of a corporate group subject to Part 148 by 
enabling such IDIs to utilize the information technology infrastructure 
established by their corporate group for purposes of complying with 
Part 148.

II. Background

    The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 
\4\ includes the FDIA Recordkeeping Provision that authorizes the FDIC, 
in consultation with the appropriate Federal banking agencies, to 
prescribe regulations requiring more detailed recordkeeping by an IDI 
with respect to QFCs if such IDI is in a troubled condition. Pursuant 
to this provision, in 2008 the FDIC adopted Part 371, which requires 
that IDIs in a troubled condition maintain information relating to QFCs 
to which they are party in a format set forth in two Appendices to the 
regulation. As the FDIC noted in the adopting release for Part 371, the 
FDIC as receiver has very little time--the period between the day on 
which the FDIC is appointed receiver and 5:00 p.m. Eastern time on the 
following business day--to determine whether to transfer QFCs to which 
a failed IDI is party.\5\ The release stated that ``[g]iven the FDIA 
Act's short time frame for such decision by the FDIC, in the case of a 
QFC portfolio of any significant size or complexity, it may be 
difficult to obtain and process the large amount of information 
necessary for an informed decision by the FDIC as receiver unless the 
information is readily available to the FDIC in a format that permits 
the FDIC to quickly and efficiently carry out an appropriate financial 
and legal analysis.'' \6\ It was the FDIC's expectation, when it 
adopted Part 371, that the regulations would provide the FDIC with QFC 
information in a format that would assist the FDIC in making these 
determinations.
---------------------------------------------------------------------------

    \4\ Public Law 109-8, 119 Stat. 23.
    \5\ 73 FR 78162, 78163 (December 22, 2008).
    \6\ Id.
---------------------------------------------------------------------------

    In the eight years since it was adopted, Part 371 has proved very 
useful to the FDIC in connection with QFCs of IDIs for which it was 
appointed receiver. While these institutions, in general, had limited 
QFC portfolios, several large IDIs with significant QFC portfolios also 
became in a troubled condition and were required to comply with the 
recordkeeping requirements of Part 371. The process of working with 
these IDIs to achieve compliance with Part 371, in addition to being 
very useful in resolution planning for these institutions, was 
instructive for the FDIC and caused the FDIC to identify areas where 
additional data in a more accessible format would provide the FDIC, as 
receiver, with important benefits in making determinations as to 
whether to transfer the institution's QFCs in a manner that would help 
preserve the value of the receivership and minimize losses to the 
Deposit Insurance Fund. The FDIC also gained experience with respect to 
the length of time that sometimes is necessary to complete QFC 
recordkeeping requirements, and identified areas where the requirements 
could be made clearer.
    As previously noted, Part 148 requires more extensive record 
keeping than that required by Part 371 as currently in effect 
(``Current Part 371''). The additional data include, among other data 
points, information on underlying QFCs where the QFC in question is a 
guarantee, additional information as to whether a QFC is guaranteed, 
information as to positions for which a QFC serves as a hedge, certain 
information as to the netting sets to which the QFCs pertain, 
information as to cross-default provisions in QFCs, information as to 
location of collateral, whether the collateral is segregated by the 
entity holding the collateral, whether the collateral is subject to re-
hypothecation, and information as to the value of QFC positions in the 
currency applicable to the QFCs. This additional information could 
greatly assist the FDIC as receiver in making decisions as to the 
treatment of the receivership's QFCs under the Dodd-Frank Act within 
the same, short one-business-day stay period that applies where the 
FDIC is appointed as receiver \7\ for an IDI under the Federal Deposit 
Insurance Act (``FDIA'').\8\
---------------------------------------------------------------------------

    \7\ Most of the restrictions applicable to the treatment of QFCs 
by an FDIC receiver also apply to the FDIC in its conservatorship 
capacity. See 12 U.S.C. 1821(e)(8), (9), (10), and (11). While the 
treatment of QFCs by an FDIC conservator is not identical to the 
treatment of QFCs in a receivership, see 12 U.S.C. 1821(e)(8)(E) and 
(10)(B)(i)-(ii), for purposes of this preamble reference to the FDIC 
in its receivership capacity includes reference to its role as 
conservator under this statutory authority.
    \8\ 12 U.S.C. 1811 et seq.
---------------------------------------------------------------------------

III. The Proposed Rule

A. Summary

    The proposed rule would amend and restate Part 371 in its entirety. 
The proposed rule would require full scope entities to maintain the 
full complement of data required by Part 148.\9\ Full scope entities 
include IDIs with total consolidated assets of $50 billion or more as 
well as IDIs (``Part 148 affiliates'') that are affiliates of one or 
more companies required to maintain records pursuant to Part 148. The 
additional data with respect to credit support and collateral, among 
other items, would provide the FDIC as receiver with important 
information as to the risks associated with the QFC portfolio and thus 
assist the FDIC in addressing more complex QFC portfolios. This is 
appropriate for larger institutions that are more likely to have 
significant and more complex QFC portfolios. It also is appropriate for 
Part 148 affiliates, regardless of size. Consistency of recordkeeping 
throughout the entire corporate group

[[Page 95498]]

will provide additional functionality and useful information to the 
FDIC as receiver of an IDI in that group. Moreover, the additional 
burden of this scope of recordkeeping on smaller IDIs that are Part 148 
affiliates should be mitigated, as the information technology 
infrastructure required to comply with Part 371 as proposed to be 
revised would be the same information technology infrastructure that 
the corporate group would need to construct in order to comply with 
Part 148.
---------------------------------------------------------------------------

    \9\ One data row, relating to the status of non-reporting 
subsidiaries under the provisions of Part 148, has been omitted from 
the proposed tables for full scope entities.
---------------------------------------------------------------------------

    The FDIC decided that the $50 billion total consolidated asset 
threshold for full scope entities was appropriate for several reasons. 
Institutions with this higher threshold are more likely to have larger 
and more complex QFC portfolios. Also, this is the threshold used in 12 
CFR part 360 to identify institutions that are required to file 
resolution plans \10\ and, accordingly, was the subject of comments 
that were considered in the formulation of Part 360 as adopted. The 
considerations that merit additional resolution planning for these 
institutions also apply to the QFC recordkeeping requirements of this 
Part. This threshold also corresponds to the threshold that was 
established for determining which bank holding companies would be 
subject to enhanced supervision and prudential standards under Title I 
of the Dodd-Frank Act \11\ and was also adopted by the Financial 
Stability Oversight Council as an initial threshold for identifying 
nonbank financial companies that merit further evaluation as to whether 
they should be designated under section 113 of the Dodd-Frank Act.\12\ 
Part 148 also uses a $50 billion threshold.\13\ All of the previously 
described uses of the $50 billion threshold reflect a consensus that it 
is a reasonable cut-off to identify institutions for heightened 
attention and, in the case of QFC records, for requirements that would 
provide quick access to more comprehensive data in the event of 
failure.
---------------------------------------------------------------------------

    \10\ 12 CFR 360.10.
    \11\ 12 U.S.C. 5365(a).
    \12\ See Financial Stability Oversight Council Guidance for 
Nonbank Financial Company Determinations, 12 CFR part 1310, app. A., 
III.a.
    \13\ $50 billion is also one of the thresholds used in the OCC 
guidelines establishing standards for recovery planning by certain 
large IDIs. See 12 CFR part 30. In its preamble to its 2014 
guidelines establishing heightened standards for certain large IDIs, 
the OCC stated that ``the $50 billion asset criteria is a well 
understood threshold that the OCC and other Federal banking 
regulatory agencies have used to demarcate larger, more complex 
banking organizations from smaller, less complex banking 
organizations.'' 79 FR 54518, 54521-22 (September 11, 2014) (citing 
12 CFR 46.1 (stress testing); 12 CFR 252.30 (enhanced prudential 
standards for bank holding companies with total consolidated assets 
of $50 billion or more)).
---------------------------------------------------------------------------

    The proposed rule makes only limited additions to the data required 
Current Part 371 for IDIs other than full scope entities (``limited 
scope entities'') because the data from the tables with the limited 
additions set forth in the proposed rule will provide sufficient 
information for the FDIC as receiver to take necessary actions with 
respect to QFC portfolios of all but the largest IDIs and IDIs that are 
part of a large group, with extensive QFC portfolios, that are subject 
to Part 148. It is unlikely that most limited scope entities will have 
QFC positions of a magnitude and complexity that would justify the 
added burden of being subject to the full scope of data requirements 
imposed by Part 148. In assessing what additions to information should 
be required for limited scope entities, FDIC staff was informed by its 
experience in administering Part 371.
    Only certain portions of Current Part 371would be substantively 
changed by the proposed rule. The changes include the following: (i) 
The recordkeeping requirements for full scope IDIs would be expanded; 
(ii) full scope IDIs would be required to keep records on the QFC 
activity of certain of their subsidiaries; (iii) the required format 
for QFC records for limited scope IDIs would be revised and a limited 
number of additional data fields would be added for these IDIs; (iv) 
the length of time that certain IDIs have to comply with the rule would 
be increased; (v) changes to the process for obtaining extensions and 
to the permitted duration of extensions for certain types of IDIs; (vi) 
clarifications relating to records access requirements; and (vii) 
certain other changes relating to transition and other matters.

B. Section-By-Section Analysis

1. Scope, Purpose, and Compliance Dates
    Section 371.1 sets forth the scope and purpose of the proposed 
rule, as well as required compliance dates. The expressed purpose of 
Part 371--to establish recordkeeping requirements with respect to QFCs 
for IDIs in a troubled condition--would not change from Current Part 
371.
    Under Current Part 371, an IDI is required to comply with Part 371 
after receiving written notice from the IDI's appropriate Federal 
banking agency or the FDIC that it is in troubled condition under Part 
371. Section 371.1(a) of the proposed rule would provide that Part 371 
applies to an IDI that is a ``records entity.'' A records entity is an 
IDI that has received notice from its appropriate Federal banking 
agency or the FDIC that it is in a troubled condition and has also 
received written notification from the FDIC that it is subject to the 
recordkeeping requirements of Part 371. The proposed rule would include 
a requirement that an IDI receive notification from the FDIC that it is 
subject to Part 371 in order ensure an orderly administration of Part 
371 by the FDIC.
    Section 371.1(c)(1) of the proposed rule would require that, within 
three business days of receiving notice that it is a records entity, an 
IDI must provide the FDIC with the contact information of the person 
who is responsible for the QFC recordkeeping under Part 371 and a 
directory of the electronic files that will be used by the IDI to 
maintain the information required to be kept under Part 371. These 
requirements are substantially similar to those set forth in Current 
Part 371, although the proposed rule would clarify that the contact 
person must be the person responsible for the recordkeeping system, 
rather than simply a knowledgeable person. The electronic file 
directory consists of the file path or paths of the electronic files 
located on the IDI's systems.
    The proposed rule would set forth a different compliance date 
schedule than that set forth in Current Part 371. Under Current Part 
371, an IDI is required to comply with Part 371 within 60 days of being 
notified that it is in troubled condition under Part 371, unless it 
obtains an extension of this deadline. It has been the FDIC's 
experience that some IDIs with significant QFC portfolios that were 
subject to Part 371 needed up to 270 days to establish systems that 
enabled them to maintain QFC records in accordance with Part 371. 
Because extensions under Current Part 371 are limited to 30 days, 
several extensions were necessary.
    Under section 371.1(c)(2)(i) of the proposed rule, all IDIs except 
for an IDI that is an accelerated records entity (as defined in the 
next paragraph) would have 270 days to comply with Part 371. In 
addition, Sec.  371.1(d)(1) of the proposed rule would authorize the 
FDIC to provide extensions of up to 120 days to records entities other 
than accelerated records entities. This proposed change would reduce or 
eliminate the need for repeated extensions for IDIs that are not 
accelerated records entities and thus would reduce the burden on such 
IDIs.
    Accelerated records entities are IDIs with a composite rating of 4 
or 5 or that are determined to be experiencing a significant 
deterioration of capital or significant funding difficulties or 
liquidity stress. In view of the increased risk of near-term failure of 
IDIs that are

[[Page 95499]]

accelerated records entities, accelerated records entities would remain 
subject to a 60-day compliance period and extensions for such entities 
would be limited to 30 days. The 270-day compliance period with 
extensions of up to 120 days is proposed for other records entities 
because those entities do not pose the same near-term failure risk as 
accelerated records entities. The proposed rule, under Sec.  
371.1(c)(2)(iii), would specify that if a records entity that was not 
initially an accelerated records entity becomes an accelerated records 
entity, the entity would be required to comply with this rule within 
the shorter of 60 days from the date it became an accelerated records 
entity or 270 days from the date it became a records entity.
    Section 371.1(d)(3) of the proposed rule would retain the 
requirement of Current Part 371 that written extension requests be 
submitted not less than 15 days prior to the deadline for compliance, 
accompanied by a statement of the reasons why the deadline cannot be 
met. In order to reflect the FDIC's past practice in considering 
extension requests under Part 371, the proposed rule would also 
expressly require that all extension requests include a project plan 
for achieving compliance (including timeline) and a progress report.
2. Definitions
    Section 371.2 contains definitions used in Part 371. The proposed 
rule would add new definitions that reflect the proposed changes to the 
text and tables of Part 371.
    Newly defined terms include ``records entity,'' which is added for 
clarity and conciseness to denote an IDI that is subject to Part 371. 
As previously discussed, the definition would provide that in order to 
be a records entity, and thus subject to Part 371, an IDI must receive 
notice from its appropriate Federal banking agency or the FDIC that it 
is in a troubled condition and must also receive notice from the FDIC 
that it is subject to the recordkeeping requirements of Part 371. The 
definition of records entity would include an IDI already subject to 
the recordkeeping requirements of Part 371 as of the effective date of 
the final rule.
    Current Part 371 defines ``troubled condition'' to mean any IDI 
that (1) has a composite rating, as determined by its appropriate 
Federal banking agency in its most recent report of examination, of 3 
(only for IDIs with total consolidated assets of $10 billion dollars or 
greater), 4, or 5 under the Uniform Financial Institution Rating 
System, or in the case of an insured branch of a foreign bank, an 
equivalent rating; (2) is subject to a proceeding initiated by the FDIC 
for termination or suspension of deposit insurance; (3) is subject to a 
cease-and-desist order or written agreement issued by the appropriate 
Federal banking agency, as defined in 12 U.S.C. 1813(q), that requires 
action to improve the financial condition of the IDI or is subject to a 
proceeding initiated by the appropriate Federal banking agency which 
contemplates the issuance of an order that requires action to improve 
the financial condition of the IDI, unless otherwise informed in 
writing by the appropriate Federal banking agency; (4) is informed in 
writing by the IDI's appropriate Federal banking agency that it is in 
troubled condition for purposes of 12 U.S.C. 1831i on the basis of the 
IDI's most recent report of condition or report of examination, or 
other information available to the IDI's appropriate Federal banking 
agency; or (5) is determined by the appropriate Federal banking agency 
or the FDIC in consultation with the appropriate Federal banking agency 
to be experiencing a significant deterioration of capital or 
significant funding difficulties or liquidity stress, notwithstanding 
the composite rating of the IDI by its appropriate Federal banking 
agency in its most recent report of examination.
    While the proposed rule would make no change to the definition of 
troubled condition, the FDIC notes that the third prong of the 
definition, which addresses IDIs subject to a cease-and-desist order or 
written agreement issued by the appropriate Federal banking agency that 
requires action to improve the financial condition of the IDI \14\ is 
intended to be broadly interpreted to include consent orders, or 
stipulations entered into by, or imposed upon, the IDI pursuant to 12 
U.S.C. 1818(b) of the FDIA. Whether any such consent order or 
stipulation, or any cease-and-desist order or written agreement, 
requires ``action to improve the financial condition'' of the IDI will 
depend on the facts and circumstances surrounding the particular order 
or agreement, but it is not limited to an order or agreement that 
specifically mentions adequacy of capital. It may also include, where 
appropriate, factors relating to asset quality, management, earnings, 
liquidity, and sensitivity to market risk, as each factor is defined in 
the FDIC's notice of adoption of policy statement regarding the Uniform 
Financial Institutions Rating System.\15\ For instance, in the case of 
management, an order or agreement that requires improvements in risk 
management practices and internal policies and controls addressing the 
operations and risks of significant activities may fall within the 
scope of orders or agreements that require action to improve the 
financial condition of the IDI within the meaning of the proposed 
rule.\16\ On the other hand, a cease-and-desist order or consent order 
relating to improvements with respect to Bank Secrecy Act reporting 
requirements may not fall within the meaning of an order to improve the 
financial condition of the IDI.
---------------------------------------------------------------------------

    \14\ 12 CFR 371.2(f)(3) (2016).
    \15\ See 62 FR 752 (Jan. 6, 1997).
    \16\ Id. at 755.
---------------------------------------------------------------------------

    As discussed previously, the proposed rule would define an 
``accelerated records entity'' as a records entity with a composite 
rating of 4 or 5 under the Uniform Financial Institution Rating System 
(or in the case of an insured branch of a foreign bank, an equivalent 
rating system), or that is determined to be experiencing a significant 
deterioration of capital or significant funding difficulties or 
liquidity stress, notwithstanding the composite rating of the 
institution by its appropriate Federal banking agency in its most 
recent report of examination.
    The proposed rule would require different recordkeeping 
requirements for ``full scope entities'' and ``limited scope 
entities,'' and adds definitions of those terms for clarity and 
conciseness. The rule would define a full scope entity as a records 
entity that has total consolidated assets equal to or greater than $50 
billion or that is a Part 148 affiliate. ``Part 148 affiliate'' is 
defined as a records entity that is a member of a corporate group one 
or more other members of which are required to maintain QFC records 
pursuant to Part 148. A limited scope entity would be defined as a 
records entity that is not a full scope entity. As discussed 
previously, the proposed rule would require full scope entities to keep 
more detailed QFC records than limited scope entities.
    The proposed rule would require that full scope entities include, 
among other items, records for their reportable subsidiaries. A 
reportable subsidiary would be defined to include a subsidiary of an 
IDI that is not a functionally regulated subsidiary as defined in 12 
U.S.C. 1844(c)(5), a security-based swap dealer as defined in 15 U.S.C. 
78c(a)(71), or a major security-based swap participant as defined in 15 
U.S.C. 78c(a)(67). Since QFC data for reportable subsidiaries is not 
required to be maintained under Part 148, requiring this information in 
Part 371 would provide the FDIC as receiver with more

[[Page 95500]]

complete recordkeeping for the largest entities, which are likely to 
have more subsidiaries and, as discussed previously, are likely to have 
larger and more complex QFC portfolios.
    The proposed rule would also add a definition for ``business day'' 
that is consistent with the definition of this term used in 12 U.S.C. 
1821(e)(10)(D) and a definition for ``control'' (used in the definition 
of the term ``affiliate''), which is defined consistently with the 
definition of this term in the FDI Act.\17\ In addition, the proposed 
rule would define ``total consolidated assets,'' used in the definition 
of troubled condition and in the definition of full scope entity, as 
total consolidated assets as reported on a records entity's most recent 
audited consolidated statement of financial condition filed with its 
appropriate Federal banking agency.
---------------------------------------------------------------------------

    \17\ 12 U.S.C. 1813(w)(5), which uses the definition set forth 
in 12 U.S.C. 1841(a)(2).
---------------------------------------------------------------------------

    Minor drafting changes to the definition of ``qualified financial 
contract'' are included in the proposed rule. These changes are for 
clarity only and are not intended to make substantive changes in the 
meaning of this term.
    The proposed rule would also add certain terms in order to clarify 
portions of Part 371, including terms used in the proposed new data 
tables. These terms include ``parent entity,'' ``corporate group,'' 
``counterparty,'' ``amendment effective date,'' ``legal entity 
identifier'' (LEI), and ``subsidiary.''
3. Maintenance of Records
    Section 371.3 of the proposed rule would set forth the requirements 
for maintaining QFC records. As under Current Part 371, paragraph (a) 
of the proposed rule would require that QFC records be maintained in 
electronic form in the format set forth in the Appendices to Part 371, 
unless the records entity qualifies for the exemption from electronic 
recordkeeping for institutions with fewer than 20 QFC positions, and 
that all such records in electronic form be updated on a daily basis. 
In recognition of the value to the FDIC of consistency of recordkeeping 
through an entire corporate group, the proposed rule would add a new 
requirement, in Sec.  371.3(a)(4), that records maintained by a Part 
148 affiliate are compiled consistently with records compiled by its 
affiliates pursuant to Part 148. This would require that an IDI subject 
to Part 371 use the same data inputs (for example, counterparty 
identifier) as the inputs used for reporting pursuant to Part 148. The 
proposed rule would clarify that these updates be based on the previous 
end-of-day values. The proposed rule would require that the records 
entity be capable of providing the preceding day's end-of-day values to 
the FDIC no later than 7:00 a.m. (Eastern Time) each day. The 7:00 a.m. 
deadline is proposed in light of the limited stay period for transfer 
of QFCs by the FDIC as receiver, which ends at 5:00 p.m. (Eastern Time) 
on the business day following the date of the appointment of the 
receiver.\18\ This deadline represents a clarification of the 
requirement contained in Current Part 371 that IDIs subject to Part 371 
maintain the capacity to produce records at the close of processing on 
a daily basis.\19\ The next-day 7:00 a.m. deadline would be applicable, 
whether or not the day on which access would be required (the next day) 
is a business day, to allow the FDIC to have the maximum time to make 
necessary decisions and take necessary actions with respect to the QFC 
portfolio, even where the IDI is closed on a Friday. Even though, in 
the case of a Friday closing, the next day is not a business day, the 
next day deadline should impose no additional burden on an IDI since 
the proposed rule would require that the IDI be capable of providing 
records on the next day in all circumstances. Finally, the proposed 
rule would extend the 7:00 a.m. deadline if the FDIC does not request 
access to the records at least eight hours before the 7:00 a.m. 
deadline.
---------------------------------------------------------------------------

    \18\ See 12 U.S.C. 1821(e)(10)(A).
    \19\ See 12 CFR 371.3.
---------------------------------------------------------------------------

    The proposed rule would also add a new requirement that electronic 
records be compiled in a manner that permits aggregation and 
disaggregation of such records by counterparty, and if a records entity 
is maintaining records in accordance with Appendix B, by records entity 
and reportable subsidiary. The proposed rule would add a requirement 
that a records entity maintain daily records for a period of not less 
than five business days in order to ensure that there are records 
available to the FDIC that indicate the trends in an institution's QFC 
holdings even before the actual previous end-of-day's records are 
available to the FDIC.
    The proposed rule also would change the requirement in Current Part 
371 with respect to the point of contact at the records entity to 
answer questions with respect to the electronic files being maintained 
at the records entity. Section 371.1(c) of the proposed rule would 
require that records entities provide the FDIC the name and contact 
information for the person responsible for recordkeeping, and Sec.  
371.3(b) would require that the FDIC be notified within 3 business days 
of any change to such information.
    The proposed rule would make no change to the requirement in 
Current Part 371 that a records entity may cease maintaining records 
one year after it ceases to be a records entity or, if it is acquired 
by or merges with an IDI entity that is not in troubled condition, 
following the time it ceases to be a separately insured IDI.
4. Content of Records
    Section 371.4 of the proposed rule would set forth the requirements 
for the content of the QFC records that are required to be maintained 
by records entities. As discussed previously, Section 371.4(b) would 
require a full scope entity to maintain QFC records in accordance with 
Appendix B to Part 371, which requires significantly more comprehensive 
records than are required under Current Part 371. In general, full 
scope entities are likely to have significant QFC portfolios and the 
expanded recordkeeping will facilitate the decisions that must be made 
by the FDIC with respect to these QFC portfolios. Appendix B is 
substantially similar to the tables included in the Part 148 
regulations and, accordingly, if a records entity is an affiliate of an 
entity that is required to keep records under Part 148, it is likely 
that it would be able to use the recordkeeping infrastructure developed 
to comply with Part 148. Consistency of the information as to the IDI 
and its reportable subsidiaries as well as the other entities in the 
corporate group will provide the FDIC with a more comprehensive 
understanding of the QFC exposure of the group.
    Section 371.4 (a) of the proposed rule would require a limited 
scope entity to maintain less comprehensive QFC records under Appendix 
A, which is similar in scope to the Appendix to Current Part 371, with 
the changes discussed under ``7. Appendix A''. Section 371.4(a) would 
give a limited scope entity the option to maintain the more 
comprehensive QFC records required under paragraph (b). The FDIC 
anticipates that if a limited scope entity expects to meet the criteria 
of a full scope entity at some point in the future, it might wish to 
maintain records under Appendix B in order to avoid changing its 
records system.
    The QFC records under Appendices A and B are necessary to assist 
the FDIC in determining, during the short one-business-day stay period 
applicable to QFCs, whether to transfer QFCs.

[[Page 95501]]

    The proposed rule also would require records entities that are 
subject to Sec.  371.4(b) to include information on QFCs to which their 
reportable subsidiaries are a party. This information would be provided 
by the records entity, not the reportable subsidiary. As discussed 
previously, a reportable subsidiary would be defined to include a 
subsidiary of an IDI that is not a functionally regulated subsidiary as 
defined in 12 U.S.C. 1844(c)(5), a security-based swap dealer as 
defined in 15 U.S.C. 78c(a)(71), or a major security-based swap 
participant as defined in 15 U.S.C. 78c(a)(67). Like IDIs, reportable 
subsidiaries are excluded from the recordkeeping requirements of Part 
148, while information as to subsidiaries that are not reportable 
subsidiaries would be available to the FDIC from information provided 
under Part 148. Without information as to QFCs of reportable 
subsidiaries, the FDIC, as receiver, might not have information that 
would allow it to assess the effect of its transfer and retention 
decisions for QFCs of an IDI on the entire group comprised of the IDI 
and its subsidiaries. While this information would also be useful from 
limited scope entities maintaining information in accordance with 
Appendix A, the FDIC does not believe that the advantage of having this 
information on reportable subsidiaries would outweigh the burden for 
these smaller IDIs which, individually or with their subsidiaries, are 
not expected to normally have significant QFC positions.
    Section 371.4(c) of the proposed rule would provide requirements 
for a records entity that changes its recordkeeping status. It would 
require that a limited scope entity that is maintaining QFC records in 
accordance with the tables in Appendix A that subsequently becomes a 
full scope entity maintain QFC records in accordance with the tables in 
Appendix B within 270 days of becoming a full scope entity or, if it is 
an accelerated records entity, within 60 days. The proposed rule would 
require such an entity to continue to maintain the records under the 
tables in Appendix A until it maintains the QFC records specified in 
the tables to Appendix B. A full scope entity that subsequently becomes 
a limited scope entity would be permitted to opt to maintain records 
under the tables in Appendix A. This entity would be required to 
continue to maintain the records specified in the tables to Appendix B 
until it maintains the records in accordance with Appendix A. The FDIC 
is not requiring a time period for compliance in such instance because 
the records under Appendix B are more comprehensive than the records 
under Appendix A.
    If a limited scope entity that is not yet maintaining QFC records 
in accordance with Appendix A or B becomes a full scope entity, the 
proposed rule would require the records entity to maintain QFC records 
in accordance with Appendix B within 270 days of the date on which it 
became a records entity or, if it is an accelerated records entity, 
within 60 days. The same compliance timeframes would apply to a records 
entity that is a full scope entity that becomes a limited scope entity 
before it maintains QFC records in accordance with Appendix B. These 
compliance periods for records entities that change their recordkeeping 
status reflect the importance to the FDIC of promptly obtaining QFC 
records from IDIs in troubled condition.
    Records entities that experience a change in status, like IDIs 
newly subject to Part 371, would be permitted to apply for extensions 
of time to comply under Sec.  371.1(d).
    The proposed rule would retain the de minimis exception included in 
Current Part 371. This provision allows a records entity with fewer 
than 20 QFC positions at the time it becomes a records entity to 
maintain these records in any format it chooses, including paper 
records, so long as the required records are capable of being updated 
daily, provided that the records entity does not subsequently have 20 
or more QFC positions.
5. Transition for Existing Records Entities
    Section 371.5 of the proposed rule would provide rules for full 
scope entities that are subject to Current Part 371 immediately prior 
to the effective date of the amendments to Part 371 to transition to 
the new recordkeeping requirements included in the proposed rule. 
Limited scope entities that are subject to Current Part 371 immediately 
prior to the effective date of the amendments would not be required to 
transition to the new recordkeeping requirements. If, however, any such 
limited scope entity ceases to be subject to the recordkeeping 
requirements because it ceases to be in troubled condition for one year 
pursuant to Sec.  371.3(d) but subsequently again becomes subject to 
the recordkeeping requirements, at such subsequent time the limited 
scope entity would be subject to the new recordkeeping requirements.
    Under the proposed rule, a full scope entity that is maintaining 
QFC records in accordance with Current Part 371 immediately prior to 
the effective date of the amendments to Part 371 would be required to 
comply with all recordkeeping requirements of Part 371 within 270 days 
after the effective date of the amendments or, in the case of an 
accelerated records entity, 60 days. Any such records entity would also 
be required to continue to maintain the records required by Current 
Part 371 until it maintains the records required by Sec.  371.4(b), as 
applicable.
    Additionally, the proposed rule contains a provision that addresses 
the transition of a full scope entity that is required to keep records 
under the Current Part 371 but is not in compliance with Current Part 
371's recordkeeping requirements immediately prior to the effective 
date of the amendments to Part 371. The proposed rule would require 
such a records entity to comply with the recordkeeping requirements of 
Part 371, as amended, within 270 days after the date that it first 
became a records entity or, in the case of an accelerated records 
entity, 60 days.
    The effect of these provisions would be to provide more time for 
the transition to the recordkeeping requirements of Part 371, as 
amended, for full scope entities that are keeping the records required 
under Current Part 371 and less time for those that are not. The FDIC 
believes that it is reasonable to give IDIs that are actually 
maintaining the information required by Current Part 371 more time to 
transition to the recordkeeping requirements of the amendments to Part 
371 because even in the worst case scenario where the IDI is placed 
into receivership prior to the transition, the FDIC will have some 
information on the QFCs of the IDI to use in making the transfer 
determination. If the transition provisions of the proposed rule were 
to give a full new 270 day period to an IDI already subject to Part 
371, it might be the case that the IDI would be placed into 
receivership prior to providing any of the records required by Current 
Part 371 or the proposed rule.
6. Enforcement Actions
    Section 371.6 of the proposed rule is unchanged from Sec.  371.5 of 
Current Part 371. It provides that violation of Part 371 would subject 
a records entity to enforcement action under Section 8 of the FDI Act 
(12 U.S.C. 1818).
7. Appendix A
    Appendix A of the proposed rule would apply to a records entity 
that is

[[Page 95502]]

a limited scope entity.\20\ The file structure for Appendix A would 
require two data tables: (1) Table A-1--Position-level data and (2) 
Table A-2--Counterparty Netting Set Data. It would also require two 
master data lookup tables: (1) Corporate Org Master Table and (2) 
Counterparty Master Table. Although the scope of Appendix A is 
generally similar to the scope of information required under Current 
Part 371, the approach to the format of the data required is changed. 
All of the proposed tables are expected to be data sets that allow for 
sorting and review using readily available tools which the FDIC expects 
will make them more useful to the institution as well as to the FDIC in 
the event it is appointed as receiver. To accommodate this change in 
format and to make it easier to input and to sort data, the lookup 
tables have been added.
---------------------------------------------------------------------------

    \20\ As discussed previously, a limited scope entity may elect 
to report on the more comprehensive Appendix B.
---------------------------------------------------------------------------

    Table A-1. Like Table A-1 of Current Part 371, Table A-1 would 
require position level information as to each QFC of a records entity. 
Certain changes have been made with respect to the information required 
on current Table A-1, however, with two data fields eliminated and a 
few others added in proposed Table A-1.
    Specifically, Table A-1 of the proposed rule would make a limited 
number of additions to the rows included in Table A-1 of Current Part 
371 in order to provide ready electronic access to information that 
FDIC staff has found to be important in determining whether to transfer 
or retain QFCs of a failed IDI. These additions include Row A1.1, which 
requires an ``as of'' date. This information is important because a 
records entity often derives data from multiple systems in multiple 
locations and the FDIC needs to be able to expeditiously determine 
whether, due to differences in time zone, legal holidays or other 
factors, any of the data is not current. Other additions are made to 
allow for systematic, electronic identification of parties. Row A1.2 
would require that a records entity identifier be provided and Row A1.4 
would require use of a counterparty identifier. Current Part 371 
requires that a records entity provide a list of counterparty 
identifiers, but the new proposed format will facilitate the prompt and 
accurate identification of counterparties as well as the determination 
of whether they are affiliated entities. This is important because in 
an FDIA resolution, QFCs must be transferred on an all-or-none basis 
with respect to all QFCs entered into with counterparties of the same 
affiliated group. This may, but does not always, comport with 
straightforward netting sets, so the efficient identification of 
affiliated counterparties is critical to the FDIC's decisions that must 
be made within the short one-business-day stay period. In addition, 
proposed Table A-1 would require that the identifier used for records 
entities as well as counterparties be a Legal Entity Identifier 
(``LEI''), if the records entity or counterparty has one. LEIs are 
identifiers maintained for companies by a global organization and are 
increasingly used by financial institutions. Accordingly, their use in 
Part 371 would ensure that variations from formal names do not result 
in the misidentification of a records entity or counterparty and thus 
help ensure that the FDIC satisfies its obligation to transfer all, or 
none, of the QFC positions between a failed IDI and a counterparty and 
its affiliates.
    Proposed new Rows A1.5 and A1.6, which would require that data 
include the internal booking location identifier and the unique booking 
unit or desk identifier of a QFC, are intended to improve the ability 
of the FDIC to identify individuals at a records entity who are 
familiar with a particular position. This can be of major importance to 
the FDIC in determining, during the one business day stay period, 
whether to retain or transfer a QFC. This requirement would replace the 
requirement in Current Part 371 that the table specify a portfolio 
location identifier and provide a list of booking locations.
    Some of the new rows in Table A-1 are designed to provide the FDIC 
with information about other positions or assets of the records entity 
to which a QFC relates. For example, where an interest rate swap 
relates to a loan made by an IDI or to a different swap of the IDI, 
this information would be of critical importance to the FDIC in making 
its determination of whether to transfer or retain that QFC. The FDIA 
provides that a guarantee or other credit enhancement of a QFC is 
itself a QFC.\21\ Under Current Part 371, a guarantee or other credit 
enhancement was reported in the same manner as any other QFC, but 
experience under Current Part 371 made clear that records on guarantees 
and credit enhancements would be clearer and more complete with clear 
information with respect to the type of QFC covered by the enhancement 
and the QFC party whose obligations are being credit enhanced be 
specified. Accordingly, new rows A1.8 and A1.9 would require that 
information.
---------------------------------------------------------------------------

    \21\ 12 U.S.C.(e)(8)(D).
---------------------------------------------------------------------------

    Rows A1.19-A1.21 would require additional information as to third 
party credit enhancements in favor of the records entity. This 
information is important to assessing credit risk and net exposure with 
respect to QFCs, which will facilitate decisions with respect to 
transfer of those QFCs. Rows A1.22-A1.24 would require information as 
to positions of the records entity to which the QFC relates. For 
example, these rows would indicate if obligations relating to a loan 
made by the failed IDI are being hedged by the QFC.
    Other proposed changes are intended to facilitate the ability of 
the FDIC to electronically identify positions and governing agreements. 
Rows A1.10-A1.12 would require identifying information regarding the 
QFC master agreement or primary agreement (e.g., the guarantee 
agreement in the case of a guarantee) and, if different, netting 
agreement, in lieu of the requirement in Current Part 371 that these 
agreements be separately listed. Row A1.13 would add a requirement that 
the trade date of a position be specified in order to help the FDIC 
differentiate between different positions with the same counterparty.
    Finally, Table A-1 does not include two data fields in Table A of 
Current Part 371 that in practice have not generally proved to elicit 
useful information. These are the rows that require that the purpose of 
the QFC position and that documentation status be identified.
    Table A-2. Like Table A-2 of Current Part 371, Table A-2 would 
require information as to QFC positions aggregated by counterparty and 
maintained at each level of netting under the relevant governing 
agreement. If a master agreement covers multiple types of transactions, 
but does not require that the different types of transactions be netted 
against each other the net exposures under each type of transaction 
would need to be separately reported. Thus, for example, where a single 
Master Agreement covered both interest rate swaps and forward exchange 
transactions but did not require netting between the swap positions and 
the repo positions, the net exposures of the interest rate swaps would 
be reported separately from the net exposures of the repurchase 
agreements.
    While there are several non-substantive, clarifying drafting 
changes and additions to rows included in the existing Table A-2, the 
substantive additions are limited. Like Table A-1, Table A-2 includes 
new rows that require records entity identifiers,

[[Page 95503]]

information as to third party credit enhancements in favor of the 
records entity and additional information relating to the underlying 
contracts for QFCs that are themselves credit enhancements.
    Rows A2.16-A2.17 would require information as to the next margin 
payment date in order to help the receiver or transferee avoid 
inadvertent defaults and analyze the positions.
    Table A-2 would continue require information as to the net current 
market value of all positions under a netting agreement, but would also 
require that the current positive market value and current negative 
market value of all such positions be separately stated. This break 
down of information would assist the FDIC in its analysis of the net 
overall position.
    Corporate Org Master Table. The proposed rule retains the 
requirement of Current Part 371 for complete information regarding the 
organizational structure of the records entity, however, proposed 
Appendix A would require that a records entity maintain that 
information in the corporate organizational master table in lieu of any 
other form of organizational chart. Requiring this information in this 
format will make this information more easily accessible to the FDIC 
with improved functionality.
    Counterparty Master Table. The FDIA requires that in making a 
transfer of a QFC the receiver must either (1) transfer all QFCs 
between a records entity and a counterparty and the counterparty's 
affiliates to the same transferee IDI, or (2) transfer none of such 
QFCs.\22\ Thus, an understanding of the relationship of the 
counterparties is critical to the FDIC's function as receiver. Current 
Part 371 required this information in the form of a list of affiliates 
of counterparties that are also counterparties to QFC transactions with 
a records entity or its affiliates. The proposed rule would require 
that a records entity maintain this information in the form of a 
counterparty organizational master table that would be completed with 
respect to each counterparty of a records entity. The listing on each 
such table of the immediate and ultimate parent entity of the 
counterparty would enable the FDIC to efficiently and reliably identify 
counterparties that are affiliates of each other without requiring full 
organizational charts of each counterparty group.
---------------------------------------------------------------------------

    \22\ 12 U.S.C. 1821(e)(9).
---------------------------------------------------------------------------

8. Appendix B
    Appendix B of the proposed rule would apply to a records entity 
that is a full scope entity as well as to a limited scope entity that 
elects to use Appendix B rather than Appendix A. As discussed 
previously, Appendix B corresponds to the information required for 
records entities under Part 148. It includes all of the data discussed 
above that is required by Appendix A plus additional information that 
is important for understanding the larger and more complex QFC 
portfolios of the largest IDIs. The file structure for Appendix B would 
require four data tables: (1) Table A-1--Position-level data, (2) Table 
A-2--Counterparty Netting Set Data, (3) Table A-3--Legal Agreements and 
(4) Table A-4--Collateral Detail Data. It would also require four 
master data lookup tables: (1) Corporate Org Master Table, (2) 
Counterparty Master Table, (3) Booking Location Master Table and (4) 
Safekeeping Agent Master Table.
    The most significant additional data required by Appendix B, as 
compared to Appendix A, is provided for in Tables A-3 and A-4 of 
Appendix B. In general, these Tables require additional information 
with respect to the master agreements or other contracts governing QFCs 
as well as additional information regarding collateral supporting QFCs.
    In addition, Tables A-1 and A-2 for these entities require that the 
market value and notional amount of positions be expressed in local 
currencies, as well as in U.S. dollars, and that information as to 
amount of collateral subject to re-hypothecation be provided.
    Table A-3. This table would require specific information as to each 
governing agreement, such as an ISDA master agreement or other netting 
agreement or, in the case of a QFC that is a credit enhancement, the 
agreement governing such credit enhancement. The required information 
would include the agreement's governing law, whether the agreement 
includes a cross-default determined by reference to an entity that is 
not a party to the agreement and, if so, the identity of such other 
party, and contact information for each counterparty.
    The information as to governing law is needed to evaluate whether 
there is any likelihood of different treatment of transfer of the QFC, 
access to collateral or other matters under non-U.S. law. The cross-
default information is necessary so that the likelihood of the QFC 
terminating on account of the insolvency or payment defaults or other 
matters relating to a third party can be analyzed. The counterparty 
contact information may be important in connection with the FDIC's 
obligations under 12 U.S.C. 1821(e)(10) to take steps reasonably 
calculated to give notice of transfer of a QFC.
    Table A-4. This table would require data as to the different items 
of collateral that support different netting sets. For each netting 
set, this table would require information as to the original face 
amount, local currency, market value, location and jurisdiction of each 
item of collateral provided. This table would also require an 
indication of whether the item of collateral is segregated from other 
assets of the safekeeping agent (which can be a third party or a party 
to the QFC), and whether re-hypothecation of the item of collateral is 
permitted. This data would help the FDIC evaluate the adequacy of 
collateral for each QFC netting set, as well as the potential for the 
collateral to be subject to ring-fencing by a foreign jurisdiction.
    Table A-1. Proposed Table A-1 in Appendix B is very similar to 
proposed Table A-1 in Appendix A. In addition to requiring that data be 
expressed in U.S. dollars, the table as proposed to be included in 
Appendix B requires that certain data also be expressed in local 
currency in order to assist the FDIC's analysis of positions. It also 
requires that the fair value asset classification under GAAP, IFRs or 
other applicable accounting standards be set forth and that additional 
information be provided relating to credit enhancements that benefit a 
QFC counterparty of the records entity.
    Table A-2. Table A-2 in Appendix B is very similar to Table A-2 in 
Appendix A. The only added rows would require information about 
collateral that is subject to re-hypothecation, information as to the 
identity of the safekeeping agent, i.e., the party holding the 
collateral, which can be either a party to the QFC or a third party, 
and information as to credit enhancements that benefit a QFC 
counterparty of the records entity.
    Booking Location Master Table. This master table would require 
certain additional information regarding each QFC, including internal 
booking location identifiers, and booking unit or desk contact 
information. This information would assist the FDIC in locating 
personnel at the IDI with knowledge of the QFC.
    Safekeeping Agent Master Table. This table would provide 
information as to points of contact for each collateral safekeeping 
agent. This information would assist the FDIC in locating personnel at 
the safekeeping agent who are familiar with the collateral and the 
safekeeping arrangements.

[[Page 95504]]

IV. Expected Effects

    The FDIC has considered the expected effects of the proposed rule 
on covered institutions, the financial sector and the U.S. economy. The 
proposed rule will likely pose some costs for covered institutions, but 
by expanding the QFC recordkeeping requirements for institutions in 
troubled condition the proposed rule will enable the FDIC to make 
better informed decisions on how to manage the QFC portfolio of covered 
institutions if they enter into receivership. The proposed rule also 
would harmonize the scope and format of Part 371's QFC recordkeeping 
requirements for full scope entities with the recordkeeping 
requirements under Part 148 and thereby permit IDIs that become subject 
to Part 371 and are members of corporate groups subject to Part 148 to 
use information technology systems developed by their Part 148 
affiliates in order to comply with Part 371. Finally, by enabling the 
FDIC to more efficiently evaluate and understand QFC portfolios the 
proposed rule will help the FDIC as receiver minimize unintended 
defaults through failures to make timely payments or collateral 
deliveries to QFC counterparties.
    During the financial crisis of 2008 and ensuing recession many 
banks failed, some of which were party to significant volumes of QFCs. 
Through its experience of working with banks in troubled condition that 
were establishing systems to comply with the recordkeeping requirements 
of Current Part 371, the FDIC concluded that institutions with larger 
and more complex portfolios of QFCs would be more difficult to resolve 
in an efficient manner unless more QFC information was readily 
accessible. Readily available information on collateral, guarantees, 
credit enhancements, etc. would be necessary to evaluate counterparty 
risk and maximize value to the receivership. The proposed rule should 
provide benefits by reducing the likelihood that a future failure of an 
insured depository institution with a large and complex portfolio of 
QFCs could result in unnecessary losses to the receivership.
Full Scope Entities
    The proposed rule would likely result in large implementation costs 
for full scope entities. Significantly more information on QFCs is 
required to be maintained by the proposed rule relative to Current Part 
371, including additional information as to collateral, guarantees and 
credit enhancements. The added information would enable the FDIC to 
more accurately assess and understand the QFC portfolios of 
institutions this size, which are more likely to be large and complex 
than the QFC portfolios of limited scope entities. As of September 
30th, 2016, based on Consolidated Reports of Condition and Income as of 
that date, there were 40 FDIC-insured institutions with consolidated 
assets in excess of $50 billion. There are another 29 FDIC-insured 
institutions with consolidated assets of less than $50 billion that are 
members of corporate groups that are subject to Part 148, resulting in 
a total of 69 potential full-scope entities. In the event that one of 
these institutions becomes in a troubled condition, as defined in the 
rule, the FDIC assumes that, on average, it will take approximately 
3,000 labor hours to comply with the recordkeeping requirements of the 
proposed revisions to Part 371 for full scope entities over and above 
the amount of time that would be expected to be required in order to 
comply with Current Part 371 for comparable entities. The 
implementation costs borne by covered institutions primarily include 
costs that would be incurred in order to accommodate the proposed new 
data elements. They are anticipated to be incurred when an institution 
becomes in a troubled condition and begins maintaining the QFC 
information in accordance with Part 371. Full scope entities that are 
subject to Current Part 371 when the final rule becomes effective could 
incur some transition expenses. Ongoing costs of recordkeeping for the 
proposed rule are assumed to be approximately similar to those under 
Current Part 371. The labor hours necessary to comply with the proposed 
rule will vary greatly for each institution depending upon the size and 
complexity of the QFC portfolio, the efficiency of the institution's 
QFC information management system(s), and the availability and 
accessibility of information on QFCs. Therefore, they are difficult to 
accurately estimate. Additionally, some costs related to complying with 
the rule might be ameliorated for an institution that is part of a 
corporate group subject to the Part 148, since its parent company may 
have already developed the capacity to meet the recordkeeping 
requirements for Part 148, which cover the same information, in the 
same format, as the proposed rule.
    Finally, any implementation costs of the proposed rule are 
contingent upon an entity becoming in a troubled condition and subject 
to the proposed rule. Based on FDIC supervisory experience, it is 
estimated that two full scope entities per year, on average, will be 
subject to the recordkeeping requirements of the proposed rule. It is 
anticipated that the proposed rule would result in an additional 6,000 
labor hours per year for covered institutions.\23\ To comply with the 
recordkeeping requirements of the rule it is assumed that IDIs in 
troubled condition will employ attorneys, compliance officers, credit 
analysts, computer programmers, computer systems analysts, database 
administrators, financial managers, and computer information systems 
managers. The FDIC has estimated that the average hourly wage rate for 
recordkeepers to comply with the recordkeeping burden is approximately 
$57 per hour based on average hourly wage information by occupation 
from the U.S. Department of Labor, Bureau of Labor Statistics.\24\ 
Therefore the FDIC estimates that the proposed rule will pose 
approximately $342,000 in expected additional compliance costs on 
average, each year, for full scope entities.
---------------------------------------------------------------------------

    \23\ This estimate is potentially somewhat greater than would be 
expected based upon past practice for two reasons. First, not all 
institutions that become in a troubled condition ultimately complete 
recordkeeping compliance, as their condition may improve so that 
they are no longer in a troubled condition before the commencement 
or completion of recordkeeping. Secondly, the same institution may 
have cycled in and out of troubled condition more than once in the 
16-year look back period and therefore their recordkeeping costs may 
have been counted more than once. The additional recordkeeping costs 
could be significantly lower for subsequent instances of 
institutions becoming in troubled condition because the 
recordkeeping procedures and systems have already been established.
    \24\ Wage estimate is in nominal dollars and has not been 
adjusted for inflation. The average hourly wage estimate is derived 
from May 2015 Occupational Employment Statistics (OES) from the 
Bureau of Labor Statistics (BLS) for occupations in depository 
credit intermediation organizations. Hourly wage rates represent the 
75th percentile for Legal Occupations ($75.90), Computer Programmers 
($49.86), Computer Systems Analyst ($53.12), Database Administrators 
($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), 
Financial Managers ($63.22), and Computer and Information Systems 
Managers ($78.17).
---------------------------------------------------------------------------

Limited Scope Entities
    The proposed rule would likely pose some costs for limited scope 
entities, but those costs would be relatively small. Only slightly more 
QFC information is required to be maintained by limited scope entities 
to comply with the proposed rule relative to Current Part 371. The FDIC 
is proposing to remove three data elements from the Current Part 371 
recordkeeping requirements while adding less than twenty additional 
data elements. The FDIC understands that most of the added data 
elements cover information

[[Page 95505]]

that is either information that an IDI would need to ascertain in order 
to comply with Current Part 371 or that would otherwise be readily 
available to the IDI.
    As of September 30th, 2016 there were 6,009 FDIC-insured 
institutions with total consolidated assets less than $50 billion. Of 
those institutions only 1,238 (21 percent) reported some amount of 
QFCs.\25\ To estimate the number of institutions affected by the 
proposed rule the FDIC analyzed the frequency with which FDIC-insured 
institutions with consolidated assets of less than $50 billion became 
in a troubled condition. Based on supervisory experience, it is 
estimated that limited scope entities become in a troubled condition 
310 times per year on average. The annual average estimate of 
institutions in troubled condition with consolidated assets of less 
than $50 billion is adjusted to 65 to reflect the number of 
institutions in troubled condition that are likely to be a party to 
some volume of QFCs, and therefore subject to the proposed rule.\26\
---------------------------------------------------------------------------

    \25\ Consolidated Reports of Condition and Income, September 30, 
2016.
    \26\ 1,238 FDIC-insured institutions out of 6,009 reported some 
volume of QFCs on their Consolidated Reports of Condition and 
Income. Therefore it is estimated that only 21 percent of the 
historical average annual rate of institutions in a troubled 
condition had some volume of QFCs (310*0.21 = 65).
---------------------------------------------------------------------------

    In the event that a limited scope entity becomes in a troubled 
condition, the FDIC assumes that it will take approximately 5 labor 
hours, on average, to comply with the added recordkeeping requirements 
of the proposed revisions to Part 371. The implementation costs borne 
by covered institutions primarily include costs that would be incurred 
in order to accommodate the proposed new data elements. They are 
anticipated to be incurred when an institution becomes in a troubled 
condition and begins maintaining the QFC information in accordance with 
Part 371. Ongoing costs of recordkeeping for the proposed rule are 
assumed to be approximately similar to those under Current Part 371. 
Therefore, the FDIC estimates that the added compliance costs 
associated with the proposed rule are 325 hours annually \27\ for 
limited scope entities that are likely to become in a troubled 
condition.\28\ However, assuming that the proportion of limited scope 
entities that become in a troubled condition in future years remains 
constant, 29 of the 65 estimated average annual limited scope entities 
that are likely to become in a troubled condition have less than $550 
million in assets. They are therefore likely to have insignificant 
volumes of QFCs and an associated burden estimate of 1 hour or less. 
The labor hours necessary to comply with the proposed rule will vary 
greatly for each institution depending upon the size and complexity of 
its QFC portfolio, the efficiency of the institution's QFC information 
management system(s) and the availability and accessibility of 
information on QFCs. Therefore, the added compliance costs associated 
with the proposed rule are difficult to accurately estimate.
---------------------------------------------------------------------------

    \27\ The estimated average annual compliance burden hours for 
limited scope entities is the calculated as 65*5 hours, which equals 
325 hours.
    \28\ As discussed previously with respect to full scope 
entities, this estimate is potentially somewhat greater than would 
be expected based upon past practice for two reasons. First, not all 
institutions that become in a troubled condition ultimately complete 
recordkeeping compliance, as their condition may improve so that 
they are no longer in a troubled condition before the commencement 
or completion of recordkeeping. Secondly, some institutions may be 
double-counted, because the same institution may have cycled in and 
out of troubled condition more than once in the 16-year look back 
period. The additional recordkeeping costs could be significantly 
lower the second time around.
---------------------------------------------------------------------------

    To comply with the recordkeeping requirements of the rule it is 
assumed that entities in troubled condition will employ attorneys, 
compliance officers, credit analysts, computer programmers, computer 
systems analysts, database administrators, financial managers, and 
computer information systems managers. The FDIC has estimated that the 
average hourly wage rate for recordkeepers to comply with the initial 
recordkeeping burden is approximately $57 per hour based on average 
hourly wage information by occupation from the U.S. Department of 
Labor, Bureau of Labor Statistics.\29\ Therefore the FDIC estimates 
that the proposed rule would pose approximately $19,000 in expected 
compliance costs each year on average, for limited scope entities. 
However, the costs realized by limited scope entities as a result of 
the proposed rule are likely to be lower in the first few years given 
that the proposed rule allows covered entities already maintaining 
information in accordance with the current Part 371 rule to continue to 
do so.
---------------------------------------------------------------------------

    \29\ Wage estimate is in nominal dollars and has not been 
adjusted for inflation. The average hourly wage estimate is derived 
from May 2015 Occupational Employment Statistics (OES) from the 
Bureau of Labor Statistics (BLS) for depository credit 
intermediation occupations. Hourly wage rates represent the 75th 
percentile for Legal Occupations ($75.90), Computer Programmers 
($49.86), Computer Systems Analyst ($53.12), Database Administrators 
($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), 
Financial Managers ($63.22), and Computer and Information Systems 
Managers ($78.17).
---------------------------------------------------------------------------

All Covered Entities
    The total estimated compliance costs for all covered entities, both 
full scope and limited scope, is approximately $361,000 each year. The 
realized compliance costs for covered entities are dependent upon 
future utilization rates of QFCs, and the propensity of institutions to 
become troubled. Therefore it is difficult to accurately estimate.
    The proposed rule provides some relief from compliance costs 
relative to Current Part 371 by extending the time period allotted for 
an institution in troubled condition to start maintaining the required 
QFC information from 60 days to 270 days, with the exception of 
accelerated records entities. It has been the FDIC's experience that 
large institutions with complex QFC portfolios had difficulty meeting 
the current 60-day compliance deadline. Failure to meet the initial 
deadline necessitated multiple rounds of extension requests that were 
cumbersome and time-consuming for institutions in troubled condition 
and their primary regulator. By extending the compliance period to 270 
days for all institutions, both ``full scope'' and ``limited scope'' 
entities, the proposed rule will reduce the overall compliance costs. 
Along with the extended compliance period the proposed rule also 
requires institutions to include a project plan with their extension 
request. However, the proposed inclusion of the project plan provision 
reflects current FDIC practice, and therefore, poses no additional 
burden.
    The proposed rule would harmonize QFC recordkeeping requirements 
for full scope entities in troubled condition with the Part 148 
requirements for other members of their corporate groups. This 
harmonization benefits these IDIs by enabling them to reduce costs by 
using information technology created for compliance with Part 148 by 
other members of their corporate group. Moreover, consistency of 
reporting across the corporate group would benefit the FDIC as receiver 
by enabling it to better analyze how an IDI's QFC positions relate to 
QFC positions of other members of the corporate group.
    The proposed rule should also provide indirect benefits to QFC 
counterparties of institutions in troubled condition by helping the 
FDIC as receiver avoid unintended payment or delivery disruptions. The 
additional information required by the proposed rule includes detailed 
information about collateral, guarantees and credit enhancements which 
will significantly enhance the ability of the FDIC to

[[Page 95506]]

judiciously exercise its rights and responsibilities related to QFC 
portfolios for institutions in troubled condition within the statutory 
one-business day stay period.

V. Alternatives Considered

    The FDIC considered a number of alternatives in developing the 
proposed rule. The major alternatives include: (i) Expanding the 
recordkeeping scope to include IDIs subject to any cease-and-desist 
order by, or written agreement with, the appropriate federal banking 
agency; (ii) expanding the recordkeeping scope for records entities to 
include all subsidiaries; (iii) recordkeeping thresholds of above and 
below $10 billion or $50 billion in total consolidated assets; (iv) 
requiring all records entities to maintain QFC records under the tables 
in Appendix B; (iv) requiring the same compliance period for all 
records entities; (v) not requiring existing full scope records 
entities to transition to the new recordkeeping requirements; and (vi) 
requiring existing limited scope entities to transition to the new 
recordkeeping requirements.
    The FDIC considered expanding the definition of ``troubled 
condition'' to include all cease-and-desist orders or written 
agreements issued by the appropriate Federal banking agency in addition 
to those requiring action to improve the financial condition of an IDI. 
In reviewing the types of orders and agreements, including stipulations 
and consent orders, that may be issued or entered into, the FDIC 
determined that the requirement with respect to an action to improve 
the financial condition of the IDI is appropriate because it is more 
likely that such orders relate to an institution for which failure is 
less remote than is likely the case in connection with other types of 
orders and agreements. As a result, the FDIC decided not to expand this 
prong of the definition of ``troubled condition.'' Nonetheless, this 
preamble clarifies (in section III.B.2) that an ``action to improve the 
financial condition,'' for purposes of this Part, may include, but is 
not limited to, an action to improve capital adequacy, asset quality, 
management, earnings, liquidity, and sensitivity to market risk.
    The FDIC also considered requiring IDIs that report on Appendix B 
to report QFC information for all subsidiaries rather than only 
``reportable subsidiaries.'' However, expanding the scope of 
recordkeeping to all subsidiaries would be burdensome and would also be 
redundant for corporate groups that are subject to Part 148 because QFC 
information for subsidiaries that are not reportable subsidiaries 
(other than IDIs and insurance companies) is required under Part 148.
    In determining the scope of recordkeeping for records entities, the 
FDIC considered total consolidated asset thresholds above and below $50 
billion. As discussed under ``III.A The Proposed Rule, Summary'', the 
FDIC determined the $50 billion threshold was appropriate because 
institutions at or above this threshold are more likely to have complex 
QFC portfolios and it is an asset level used in the several regulations 
cited in the above section that has been deemed appropriate for 
enhanced regulation and supervision. The FDIC determined that a 
threshold below $50 billion would impact smaller IDIs and unduly burden 
community banks.
    The proposed rule requires certain records entities, as described 
previously, to maintain QFC records according to the tables in Appendix 
A or B depending on the size of the records entity.
    The FDIC considered requiring the same compliance period for all 
records entities subject to this Part. Based on its experience, the 
FDIC has found that the longer period (270 days) is appropriate for 
larger entities. Larger entities that are required to report on 
Appendix B due to a composite CAMEL rating of 3 generally need a longer 
period to comply and, because an entity with a composite CAMEL rating 
of 3 is less likely to fail imminently, the additional time for 
recordkeeping should not pose significant additional risks that the 
FDIC as receiver will lack the information it needs with respect to the 
QFC portfolio. Entities with a composite CAMEL rating of 4 or 5 pose 
greater risk of near-term failure. For the same reason, the proposed 
rule would not increase the length of extensions available for 4 and 5 
rated entities (30 days), regardless of their size. Although it may not 
be feasible for large entities with complex QFC portfolios to complete 
the recordkeeping requirements within 60 days, the short deadline with 
the requirement that extension requests be accompanied by progress 
reports and action plans will help assure that the recordkeeping 
requirements are being met in the most expeditious manner and that 
appropriate resources are being devoted to the effort by the IDI in 
troubled condition.
    Finally, the FDIC considered other transition requirements. The 
alternative of not requiring transition to the new recordkeeping 
requirements by full scope entities was rejected because of the 
importance of having available for these entities, that are more likely 
to have complex QFC portfolios, all of the additional information 
included in the proposed rule, should such an entity become subject to 
receivership. The FDIC also considered requiring existing limited scope 
entities to transition to the new recordkeeping requirements, but 
determined that given the limited nature of almost all existing limited 
scope entity QFC portfolios the added burden would exceed the benefit 
of requiring this transition.

VI. Request for Comments

    The FDIC invites comments on all aspects of the proposed rule and 
requests feedback on the following specific questions.

A. Scope of Coverage

    The proposed rule requires records entities, which are IDIs in 
troubled condition that receive notice from the FDIC that it is subject 
to this rule, to maintain QFC records in compliance with the provisions 
of this Part.
     Should the definition of ``troubled condition'' be 
modified to increase or decrease the scope of IDIs that potentially may 
be subject to this rule? If so, how?

B. Requirements

    Records entities would be required to maintain QFC records subject 
to the provisions of this Part. The FDIC requests comments on all 
aspects of the proposed requirement. In particular:
     Should the same compliance periods apply to all records 
entities, including accelerated records entities and existing records 
entities?
     Are the compliance periods in the proposed rule 
appropriate? If not, how much time should be provided?
     A full scope entity is a records entity that has total 
consolidated assets equal to or greater than $50 billion or that is a 
member of a corporate group where at least one affiliate is required to 
maintain QFC records pursuant to 31 CFR part 148. Is the full scope 
entity threshold of $50 billion in total consolidated assets 
appropriate? If not, what threshold would be more appropriate and why?
     Are the differences in recordkeeping requirements between 
full scope and limited scope entities appropriate? Are the additional 
requirements of Appendix B appropriate?
     Should a limited scope entity be required to report under 
the tables in Appendix A, Appendix B, or be given the option of either 
Appendix A or B?
     Should a records entity be provided a compliance timeframe 
when transitioning from being required to

[[Page 95507]]

maintain records under the tables in Appendix B to deciding on 
maintaining records under the tables in Appendix A?
     Should a limited scope entity have the option to maintain 
records under Appendix B in anticipation of meeting the criteria of a 
full scope entity at some point in the future?
     Are there any data fields in the proposed tables of 
Appendix A or Appendix B that should be modified? Which fields and why?
     Are there any additional data fields that should be 
included in the tables of Appendix A or Appendix B? What fields and 
why?
     Is the proposed 7:00 a.m. deadline for an IDI to be 
capable of providing records to the FDIC unduly burdensome?
     Is the new information that would be required of limited 
scope entities information that such entities would maintain in order 
to comply with Current Part 371 or information that is otherwise 
readily available to such entities? For example, would an IDI with a 
QFC that benefits from a guarantee ordinarily keep records concerning 
the guarantor? Would an IDI that is required to provide margin under 
its QFC ordinarily keep track of current margin delivery requirements 
either by keeping its own records or having access to data made 
available by its counterparty? Do the proposed changes to the 
recordkeeping requirements for limited scope entities impose a 
significant new burden on these entities as compared to the 
requirements currently in effect? If so, which aspects of the proposed 
requirements are significantly burdensome? Please be as specific as 
possible in your comments and quantify costs where possible.

C. Implementation

    The FDIC recognizes implementing information technology systems 
that will be required for compliance with this Part will take time and 
has proposed 270 days for records entities other than accelerated 
records entities and 60 days for accelerated records entities.
     Are there any aspects of the requirements that would take 
more time to implement? Which aspects and why? How much more time would 
be required?
     Should accelerated records entities be given more or less 
time to comply with the recordkeeping requirements than is provided in 
the proposed rule? How much time and why?
     Regarding Sec.  371.5 (Transition for Existing Records 
Entities), should records entities that are not maintaining records 
under Part 371 at the time the proposed amendments to Part 371 become 
effective be given the same amount of time to comply with the 
recordkeeping requirements of this Part, as amended, as records 
entities that are maintaining such records on the effective date?
     Should existing full scope entities that are maintaining 
records in accordance with Part 371 when the proposed amendments become 
effective be required to transition to the new recordkeeping 
requirements?
     Should existing limited scope entities be required to 
transition to the new recordkeeping requirements?

D. Benefits and Costs

    The proposed rule would impose costs on certain records entities, 
but it would also provide some benefits.
     To what extent would the proposed rule impact the QFC 
recordkeeping operations and IT systems normally maintained by IDIs?
     What would be the costs or savings associated with these 
changes?
     By aligning the data requirements of Part 371 with those 
of Part 148, would it reduce the burden on corporate groups that are 
subject to the QFC recordkeeping requirements of both Part 148 and that 
contain an IDI subject to Part 371? Please quantify costs or burden to 
the extent possible.
     How burdensome would it be for a records entity that is 
maintaining records according to the appendix and tables in the 
existing Part 371 to transition to the requirements of Appendix B? What 
costs would be associated with that burden?

VII. Regulatory Process

A. Paperwork Reduction Act

    In accordance with the requirements of the Paperwork Reduction Act 
of 1995 (PRA), 44 U.S.C. 3501 et seq., the FDIC may not conduct or 
sponsor, and the respondent is not required to respond to, an 
information collection unless it displays a currently valid Office of 
Management and Budget (OMB) control number. The FDIC has determined 
that this proposed rule would revise an existing collection of 
information. The FDIC will request approval from the OMB for this 
proposed information collection. OMB will assign an OMB control number.
    Certain provisions of the proposed rule contain ``collection of 
information'' requirements within the meaning of the Paperwork 
Reduction Act (PRA) of 1995 (44 U.S.C. 3501-3521). In accordance with 
the requirements of the PRA, the FDIC may not conduct or sponsor, and 
the respondent is not required to respond to, an information collection 
unless it displays a currently-valid Office of Management and Budget 
(OMB) control number. The OMB control number is 3064-0163 and will be 
revised. The information collection requirements contained in this 
proposed rulemaking will be submitted by the FDIC to OMB for review and 
approval under section 3507(d) of the PRA (44 U.S.C. 3507(d)) and Sec.  
1320.11 of the OMB's implementing regulations (5 CFR 1320.11).
    As discussed above, the FDIC proposes to amend its regulations 
regarding Part 371 which requires IDIs in a troubled condition to keep 
records relating to QFCs to which they are party. The FDIC estimates 
that the total compliance burden for covered entities, including full 
scope and limited scope entities, is as follows:

[[Page 95508]]



--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Estimated                                 Total annual
                                                                 Estimated       Estimated       time per                                    estimated
             Title                      Type of burden           number of       number of       response       Frequency  of response        burden
                                                                respondents      responses        (hours)                                     (hours)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Full Scope Entities:             Recordkeeping..............               2               1           3,000  On Occasion...............           6,000
 Recordkeeping related to QFCs
 to which they are a party when
 they are in troubled condition.
Limited Scope Entities:          Recordkeeping..............              65               1               5  On Occasion...............             325
 Recordkeeping related to QFCs
 to which they are a party when
 they are in troubled condition.
                                                             -------------------------------------------------------------------------------------------
    Total Burden...............  ...........................  ..............  ..............  ..............  ..........................           6,325
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Comments are invited on:
    (a) Whether the collections of information are necessary for the 
proper performance of the agencies' functions, including whether the 
information has practical utility;
    (b) The accuracy of the estimates of the burden of the information 
collections, including the validity of the methodology and assumptions 
used;
    (c) Ways to enhance the quality, utility, and clarity of the 
information to be collected; and
    (d) Estimates of capital or start-up costs and costs of operation, 
maintenance, and purchase of services to provide information.
    All comments will become a matter of public record. Comments on 
aspects of this notice that may affect reporting, recordkeeping, or 
disclosure requirements and burden estimates should be sent to the 
addresses listed in the ADDRESSES section of this document. A copy of 
the comments may also be submitted to the OMB desk officer for the 
agencies: By mail to U.S. Office of Management and Budget, 725 17th 
Street NW., #10235, Washington, DC 20503; by facsimile to (202) 395-
5806; or by email to: oira_submission@omb.eop.gov, Attention, Federal 
Banking Agency Desk Officer.

B. Regulatory Flexibility Act

    The Regulatory Flexibility Act (RFA), 5 U.S.C. 601 et seq., 
requires an agency to provide an initial regulatory flexibility 
analysis with a proposed rule, unless the agency certifies that the 
rule would not have a significant economic impact on a substantial 
number of small entities (defined by the Small Business Administration 
for purposes of the RFA to include banking entities with total assets 
of $550 million or less).
    For the same reasons as stated in the NPR of the existing Part 371 
(73 FR 43635, 43640 (July 28, 2008)), the proposed rule would not have 
a significant economic impact on a substantial number of small 
entities. Most small entities do not participate in capital markets 
involving QFCs since QFCs are ``generally sophisticated financial 
instruments that are usually used by larger financial institutions to 
hedge assets, provide funding, or increase income.'' Id. According to 
data from the September 30th, 2016 Consolidated Reports of Condition 
and Income the FDIC insures 4,748 small depository institutions and 543 
(11 percent) report some volume of QFCs. To estimate the number of 
small institutions affected by the proposed rule the FDIC analyzed the 
frequency with which FDIC-insured institutions with consolidated assets 
less than $550 million became in a troubled condition. Based on FDIC 
supervisory experience, it is estimated that small institutions became 
in a troubled condition 267 times per year on average. The annual 
average estimate of institutions in troubled condition with 
consolidated assets less than $550 million is adjusted to 29 to reflect 
the number of institutions in troubled condition that are likely to be 
a party to some volume of QFCs, and therefore subject to the proposed 
rule.\30\
---------------------------------------------------------------------------

    \30\ 543 small FDIC-insured institutions out of 4,748 reported 
some volume of QFCs on their Consolidated Reports of Condition and 
Income. Therefore it is estimated that only 11 percent of the 
historical average annual rate of small institutions in a troubled 
condition had some volume of QFCs (267*0.11 = 29).
---------------------------------------------------------------------------

    In the event that one of these small institutions becomes in a 
troubled condition, the FDIC assumes that it will take approximately 
one labor hour, on average, to comply with the added recordkeeping 
requirements of the proposed revisions to Part 371. Small depository 
institutions generally do not have large and complex portfolios of QFCs 
and, therefore, the anticipated burden hours associated with the 
proposed rule is going to be low. Accordingly, the FDIC estimates that 
the added compliance costs associated with the proposed rule are 29 
hours annually for all small institutions with some volume of QFCs that 
become in a troubled condition. The labor hours necessary to comply 
with the proposed rule will vary greatly for each institution depending 
upon the size and complexity of the QFC portfolio, the efficiency of 
the institution's QFC information management system(s) and the 
availability and accessibility of information on QFCs.
    To comply with the recordkeeping requirements of the rule it is 
assumed that entities in troubled condition will employ attorneys, 
compliance officers, credit analysts, computer programmers, computer 
systems analysts, database administrators, financial managers, and 
computer information systems managers. The FDIC has estimated that the 
average hourly wage rate for recordkeepers to comply with the initial 
recordkeeping burden is approximately $57 per hour based on average 
hourly wage information by occupation from the U.S. Department of 
Labor, Bureau of Labor Statistics.\31\ Therefore the FDIC estimates 
that the proposed rule would pose $1,653 in expected compliance costs 
each year on average, for small depository institutions. However, the 
costs realized by limited scope entities as a result of the proposed 
rule are likely to be lower in the first few years given that the 
proposed rule allows covered entities already maintaining information 
in accordance with the

[[Page 95509]]

current Part 371 rule to continue to do so. For these reasons, the FDIC 
hereby certifies that the proposed rule would not have a significant 
economic impact on a substantial number of small entities.
---------------------------------------------------------------------------

    \31\ Wage estimate is in nominal dollars and has not been 
adjusted for inflation. The average hourly wage estimate is derived 
from May 2015 Occupational Employment Statistics (OES) from the 
Bureau of Labor Statistics (BLS) for depository credit 
intermediation occupations. Hourly wage rates represent the 75th 
percentile for Legal Occupations ($75.90), Computer Programmers 
($49.86), Computer Systems Analyst ($53.12), Database Administrators 
($54.25), Compliance Officers ($38.40), Credit Analysts ($44.99), 
Financial Managers ($63.22), and Computer and Information Systems 
Managers ($78.17).
---------------------------------------------------------------------------

C. The Treasury and General Government Appropriations Act, 1999

    The FDIC has determined that the proposed rule will not affect 
family well-being within the meaning of section 654 of the Treasury and 
General Government Appropriations Act, enacted as part of the Omnibus 
Consolidated and Emergency Supplemental Appropriations Act of 1999 
(Pub. L. 105-277, 112 Stat. 2681).

D. Plain Language

    Section 722 of the Gramm-Leach-Bliley Act (Pub. L. 106-102, sec. 
722, 113 Stat. 1338, 1471 (1999)) requires the FDIC to use plain 
language in all proposed and final rules published after January 1, 
2000. The FDIC invites your comments on how to make this proposed rule 
easier to understand. For example:
     Has the FDIC organized the material to suit your needs? If 
not, how could this material be better organized?
     Are the requirements in the proposed regulation clearly 
stated? If not, how could the regulation be stated more clearly?
     Does the proposed regulation contain language or jargon 
that is unclear? If so, which language requires clarification?
     Would a different format (grouping and order of sections, 
use of headings, paragraphing) make the regulation easier to 
understand? If so, what changes to the format would make the regulation 
easier to understand?
     What else could the FDIC do to make the regulation easier 
to understand?

Text of the Proposed Rule

Federal Deposit Insurance Corporation

12 CFR Chapter III

List of Subjects in 12 CFR Part 371

    Administrative practice and procedure, Bank deposit insurance, 
Banking, Banks, Reporting and recordkeeping requirements, Securities, 
State non-member banks.

Authority and Issuance

    For the reasons set forth in the preamble, the Federal Insurance 
Deposit Corporation proposes to revise 12 CFR part 371 to read as 
follows:

PART 371--RECORDKEEPING REQUIREMENTS FOR QUALIFIED FINANCIAL 
CONTRACTS

Sec.
371.1 Scope, purpose, and compliance dates.
371.2 Definitions.
371.3 Maintenance of records.
371.4 Content of records.
371.5 Enforcement actions.
Appendix A to Part 371--File structure for qualified financial 
contract records for Limited Scope Entities.
Appendix B to Part 371--File structure for qualified financial 
contract records for Full Scope Entities.

    Authority: 12 U.S.C. 1819(a)(Tenth); 1820(g); 1821(e)(8)(D) and 
(H); 1831g; 1831i; and 1831s.


Sec.  371.1  Scope, purpose, and compliance dates.

    (a) Scope. This part applies to each insured depository institution 
that qualifies as a ``records entity'' under the definition set forth 
in Sec.  371.2(q).
    (b) Purpose. This part establishes recordkeeping requirements with 
respect to qualified financial contracts for insured depository 
institutions that are in a troubled condition.
    (c) Compliance Dates. (1) Within 3 business days of becoming a 
records entity, the records entity shall provide to the FDIC, in 
writing, the name and contact information for the person at the records 
entity who is responsible for recordkeeping under this part and, unless 
not required to maintain files in electronic form pursuant to Sec.  
371.4(d), a directory of the electronic files that will be used to 
maintain the information required to be kept by this part.
    (2) Except as provided in Sec.  371.5:
    (i) A records entity, other than an accelerated records entity, 
shall comply with all applicable recordkeeping requirements of this 
part within 270 days after it becomes a records entity.
    (ii) An accelerated records entity shall comply with all applicable 
recordkeeping requirements of this part within 60 days after it becomes 
a records entity.
    (iii) Notwithstanding paragraphs (c)(2)(i) and (ii) of this 
section, a records entity that becomes an accelerated records entity 
after it became a records entity shall comply with all applicable 
recordkeeping requirements of this part within 60 days after it becomes 
an accelerated records entity or its original 270 day compliance 
period, whichever time period is shorter.
    (d) Extensions of time to comply. The FDIC may, in its discretion, 
grant one or more extensions of time for compliance with the 
recordkeeping requirements of this part.
    (1) Except as provided in paragraph (d)(2) of this section, no 
single extension for a records entity shall be for a period of more 
than 120 days.
    (2) For a records entity that is an accelerated records entity at 
the time of a request for an extension, no single extension shall be 
for a period of more than 30 days.
    (3) A records entity may request an extension of time by submitting 
a written request to the FDIC at least 15 days prior to the deadline 
for its compliance with the recordkeeping requirements of this part. 
The written request for an extension must contain a statement of the 
reasons why the records entity cannot comply by the deadline for 
compliance, a project plan (including timeline) for achieving 
compliance, and a progress report describing the steps taken to achieve 
compliance.


Sec.  371.2  Definitions.

    For purposes of this part:
    (a) Accelerated records entity means a records entity that:
    (1) Has a composite rating, as determined by its appropriate 
Federal banking agency in its most recent report of examination, of 4 
or 5 under the Uniform Financial Institution Rating System, or in the 
case of an insured branch of a foreign bank, an equivalent rating; or
    (2) Is determined by the appropriate Federal banking agency or by 
the FDIC in consultation with the appropriate Federal banking agency to 
be experiencing a significant deterioration of capital or significant 
funding difficulties or liquidity stress, notwithstanding the composite 
rating of the institution by its appropriate Federal banking agency in 
its most recent report of examination.
    (b) Affiliate means any entity that controls, is controlled by, or 
is under common control with another entity.
    (c) Amendment Effective Date means [insert effective date of 
amendment].
    (d) Appropriate Federal banking agency means the agency or agencies 
designated under 12 U.S.C. 1813(q).
    (e) Business day means any day other than any Saturday, Sunday or 
any day on which either the New York Stock Exchange or the Federal 
Reserve Bank of New York is closed.
    (f) Control. An entity controls another entity if:
    (1) The entity directly or indirectly or acting through one or more 
persons owns, controls, or has power to vote 25 per centum or more of 
any class of voting securities of the other entity;
    (2) The entity controls in any manner the election of a majority of 
the directors or trustees of the other entity; or

[[Page 95510]]

    (3) The Board of Governors of the Federal Reserve System has 
determined, after notice and opportunity for hearing in accordance with 
12 CFR 225.31, that the entity directly or indirectly exercises a 
controlling influence over the management or policies of the other 
entity.
    (g) Corporate group means an entity and all affiliates of that 
entity.
    (h) Counterparty means any natural person or entity (or separate 
non-U.S. branch of any entity) that is a party to a QFC with a records 
entity or, if the records entity is required or chooses to maintain the 
records specified in Sec.  371.4(b), a reportable subsidiary of such 
records entity.
    (i) Full scope entity means a records entity that has total 
consolidated assets equal to or greater than $50 billion or that is a 
Part 148 affiliate.
    (j) Insured depository institution means any bank or savings 
association, as defined in 12 U.S.C. 1813, the deposits of which are 
insured by the FDIC.
    (k) Legal entity identifier or LEI for an entity means the global 
legal entity identifier maintained for such entity by a utility 
accredited by the Global LEI Foundation or by a utility endorsed by the 
Regulatory Oversight Committee. As used in this definition:
    (1) Regulatory Oversight Committee means the Regulatory Oversight 
Committee (of the Global LEI System), whose charter was set forth by 
the Finance Ministers and Central Bank Governors of the Group of Twenty 
and the Financial Stability Board, or any successor thereof; and
    (2) Global LEI Foundation means the not-for-profit organization 
organized under Swiss law by the Financial Stability Board in 2014, or 
any successor thereof.
    (l) Limited scope entity means a records entity that is not a full 
scope entity.
    (m) Parent entity with respect to an entity means an entity that 
controls that entity.
    (n) Part 148 affiliate means a records entity that is a member of a 
corporate group one or more other members of which are required to 
maintain QFC records pursuant to 31 CFR part 148.
    (o) Position means an individual transaction under a qualified 
financial contract and includes the rights and obligations of a person 
or entity as a party to an individual transaction under a qualified 
financial contract.
    (p) Qualified financial contract or QFC means any qualified 
financial contract as defined in 12 U.S.C. 1821(e)(8)(D), and any 
agreement or transaction that the FDIC determines by regulation, 
resolution, or order to be a QFC, including without limitation, any 
securities contract, commodity contract, forward contract, repurchase 
agreement, and swap agreement.
    (q) Records entity means any insured depository institution that 
has received written notice from the institution's appropriate Federal 
banking agency or the FDIC that it is in a troubled condition and 
written notice from the FDIC that it is subject to the recordkeeping 
requirements of this part.
    (r) Reportable subsidiary means any subsidiary of a records entity 
that is not:
    (1) A functionally regulated subsidiary as defined in 12 U.S.C. 
1844(c)(5);
    (2) A security-based swap dealer as defined in 15 U.S.C. 
78c(a)(71); or
    (3) A major security-based swap participant as defined in 15 U.S.C. 
78c(a)(67).
    (s) Subsidiary has the meaning set forth in 12 U.S.C. 1813(w)(4).
    (t) Total consolidated assets means the total consolidated assets 
of a records entity and its consolidated subsidiaries as reported in 
the records entity's most recent year-end audited consolidated 
statement of financial condition filed with the appropriate Federal 
banking agency.
    (u) Troubled condition means an insured depository institution 
that:
    (1) Has a composite rating, as determined by its appropriate 
Federal banking agency in its most recent report of examination, of 3 
(only for insured depository institutions with total consolidated 
assets of $10 billion or greater), 4 or 5 under the Uniform Financial 
Institution Rating System, or in the case of an insured branch of a 
foreign bank, an equivalent rating;
    (2) Is subject to a proceeding initiated by the FDIC for 
termination or suspension of deposit insurance;
    (3) Is subject to a cease-and-desist order or written agreement 
issued by the appropriate Federal banking agency, as defined in 12 
U.S.C. 1813(q), that requires action to improve the financial condition 
of the insured depository institution or is subject to a proceeding 
initiated by the appropriate Federal banking agency which contemplates 
the issuance of an order that requires action to improve the financial 
condition of the insured depository institution, unless otherwise 
informed in writing by the appropriate Federal banking agency;
    (4) Is informed in writing by the insured depository institution's 
appropriate Federal banking agency that it is in troubled condition for 
purposes of 12 U.S.C. 1831i on the basis of the institution's most 
recent report of condition or report of examination, or other 
information available to the institution's appropriate Federal banking 
agency; or
    (5) Is determined by the appropriate Federal banking agency or the 
FDIC in consultation with the appropriate Federal banking agency to be 
experiencing a significant deterioration of capital or significant 
funding difficulties or liquidity stress, notwithstanding the composite 
rating of the institution by its appropriate Federal banking agency in 
its most recent report of examination.


Sec.  371.3  Maintenance of records.

    (a) Form and availability.
    (1) Unless it is not required to maintain records in electronic 
form as provided in Sec.  371.4(d), a records entity shall maintain the 
records described in Sec.  371.4 in electronic form and shall be 
capable of producing such records electronically in the format set 
forth in the appendices of this part.
    (2) All such records shall be updated on a daily basis and shall be 
based upon values and information no less current than previous end-of-
day values and information.
    (3) Except as provided in Sec.  371.4(d), a records entity shall 
compile the records described in Sec.  371.4(a) or Sec.  371.4(b) (as 
applicable) in a manner that permits aggregation and disaggregation of 
such records by counterparty. If the records are maintained pursuant to 
Sec.  371.4(b), they must be compiled by the records entity on a 
consolidated basis for itself and its reportable subsidiaries in a 
manner that also permits aggregation and disaggregation of such records 
by the records entity and its reportable subsidiary.
    (4) Records maintained pursuant to Sec.  371.4(b) by a records 
entity that is a Part 148 affiliate shall be compiled consistently, in 
all respects, with records compiled by its affiliate(s) pursuant to 31 
CFR part 148.
    (5) A records entity shall maintain each set of daily records for a 
period of not less than five business days.
    (b) Change in Point of Contact. A records entity shall provide to 
the FDIC, in writing, any change to the name and contact information 
for the person at the records entity who is responsible for 
recordkeeping under this part within 3 business days of any change to 
such information.
    (c) Access to Records. A records entity shall be capable of 
providing the records specified in Sec.  371.4 (based on the 
immediately preceding day's end-of-day values and information) to the 
FDIC no later than 7:00 a.m. (Eastern Time) each day. A records entity 
is required to make such records available to the FDIC

[[Page 95511]]

following a written request by the FDIC for such records. Any such 
written request shall specify the date such records are to be made 
available (and the period of time covered by the request) and shall 
provide the records entity at least 8 hours to respond to the request. 
If the request is made less than 8 hours before such 7:00 a.m. 
deadline, the deadline shall be automatically extended to the time that 
is 8 hours following the time of the request.
    (d) Maintenance of records after a records entity is no longer in a 
troubled condition. A records entity shall continue to maintain the 
capacity to produce the records required under this part on a daily 
basis for a period of one year after the date that the appropriate 
Federal banking agency or the FDIC notifies the institution, in 
writing, that it is no longer in a troubled condition as defined in 
Sec.  371.2 (u).
    (e) Maintenance of records after an acquisition of a records 
entity. If a records entity ceases to exist as an insured depository 
institution as a result of a merger or a similar transaction with an 
insured depository institution that is not in a troubled condition 
immediately following the transaction, the obligation to maintain 
records under this part on a daily basis will terminate when the 
records entity ceases to exist as a separately insured depository 
institution.


Sec.  371.4  Content of records.

    (a) Limited scope entities. Except as provided in Sec.  371.5, a 
limited scope entity must maintain (at the election of such records 
entity) either the records described in paragraph (b) of this section 
or the following records:
    (1) The position-level data listed in Table A-1 in Appendix A of 
this part with respect to each QFC to which it is a party, without 
duplication.
    (2) The counterparty-level data listed in Table A-2 in Appendix A 
of this part with respect to each QFC to which it is a party, without 
duplication.
    (3) The corporate organization master table in Appendix A of this 
part for the records entity and its affiliates.
    (4) The counterparty master table in Appendix A of this part with 
respect to each QFC to which it is a party, without duplication.
    (5) All documents that govern QFC transactions between the records 
entity and each counterparty, including, without limitation, master 
agreements and annexes, schedules, netting agreements, supplements, or 
other modifications with respect to the agreements, confirmations for 
each QFC position that has been confirmed and all trade acknowledgments 
for each QFC position that has not been confirmed, all credit support 
documents including, but not limited to, credit support annexes, 
guarantees, keep-well agreements, or net worth maintenance agreements 
that are relevant to one or more QFCs, and all assignment or novation 
documents, if applicable, including documents that confirm that all 
required consents, approvals, or other conditions precedent for such 
assignment or novation have been obtained or satisfied.
    (6) A list of vendors directly supporting the QFC-related 
activities of the records entity and the vendors' contact information.
    (b) Full scope entities. A full scope entity must maintain the 
following records:
    (1) The position-level data listed in Table A-1 in Appendix B of 
this part with respect to each QFC to which it or any of its reportable 
subsidiaries is a party, without duplication.
    (2) The counterparty-level data listed in Table A-2 in Appendix B 
of this part with respect to each QFC to which it or any of its 
reportable subsidiaries is a party, without duplication.
    (3) The legal agreements information listed in Table A-3 in 
Appendix B of this part with respect to each QFC to which it or any of 
its reportable subsidiaries is a party, without duplication.
    (4) The collateral detail data listed in Table A-4 in Appendix B of 
this part with respect to each QFC to which it or any of its reportable 
subsidiaries is a party, without duplication.
    (5) The corporate organization master table in Appendix B of this 
part for the records entity and its affiliates.
    (6) The counterparty master table in Appendix B of this part with 
respect to each QFC to which it or any of its reportable subsidiaries 
is a party, without duplication.
    (7) The booking location master table in Appendix B of this part 
for each booking location used with respect to each QFC to which it or 
any of its reportable subsidiaries is a party, without duplication.
    (8) The safekeeping agent master table in Appendix B of this part 
for each safekeeping agent used with respect to each QFC to which it or 
any of its reportable subsidiaries is a party, without duplication.
    (9) All documents that govern QFC transactions between the records 
entity (or any of its reportable subsidiaries) and each counterparty, 
including, without limitation, master agreements and annexes, 
schedules, netting agreements, supplements, or other modifications with 
respect to the agreements, confirmations for each QFC position that has 
been confirmed and all trade acknowledgments for each QFC position that 
has not been confirmed, all credit support documents including, but not 
limited to, credit support annexes, guarantees, keep-well agreements, 
or net worth maintenance agreements that are relevant to one or more 
QFCs, and all assignment or novation documents, if applicable, 
including documents that confirm that all required consents, approvals, 
or other conditions precedent for such assignment or novation have been 
obtained or satisfied.
    (10) A list of vendors directly supporting the QFC-related 
activities of the records entity and its reportable subsidiaries and 
the vendors' contact information.
    (c) Change in recordkeeping status. (1) A records entity that was a 
limited scope entity maintaining the records specified in paragraphs 
(a)(1) through (a)(6) of this section and that subsequently becomes a 
full scope entity must maintain the records specified in paragraph (b) 
of this section within 270 days of becoming a full scope entity (or 60 
days of becoming a full scope entity if it is an accelerated records 
entity). Until the records entity maintains the records required by 
paragraph (b) of this section it must continue to maintain the records 
required by paragraphs (a)(1) through (a)(6) of this section.
    (2) A records entity that was a full scope entity maintaining the 
records specified in paragraph (b) of this section and that 
subsequently becomes a limited scope entity may continue to maintain 
the records specified in paragraph (b) of this section or, at its 
option, may maintain the records specified in paragraphs (a)(1) through 
(a)(6) of this section, provided however, that such records entity 
shall continue to maintain the records specified in paragraph (b) of 
this section until it maintains the records specified in paragraphs 
(a)(1) through (a)(6) of this section.
    (3) A records entity that changes from a limited scope entity to a 
full scope entity and at the time it becomes a full scope entity is not 
yet maintaining the records specified in paragraph (a) of this section 
or paragraph (b) of this section must satisfy the recordkeeping 
requirements of paragraph (b) of this section within 270 days of first 
becoming a records entity (or 60 days of first becoming a records 
entity if it is an accelerated records entity).
    (4) A records entity that changes from a full scope entity to a 
limited scope entity and at the time it becomes a limited scope entity 
is not yet maintaining the records specified in

[[Page 95512]]

paragraph (b) of this section must satisfy the recordkeeping 
requirements of paragraph (a) of this section within 270 days of first 
becoming a record entity (or 60 days of first becoming a record entity 
if it is an accelerated records entity).
    (d) Records entities with fewer than 20 QFC positions. 
Notwithstanding any other requirement of this part, if a records entity 
and, if it is a full scope entity, its reportable subsidiaries, have 
fewer than 20 open QFC positions in total (without duplication) on the 
date the institution becomes a records entity, the records required by 
this section are not required to be recorded and maintained in 
electronic form as would otherwise be required by this section, so long 
as all required records are capable of being updated on a daily basis. 
If at any time after it becomes a records entity, the institution and, 
if it is a full scope entity, its reportable subsidiaries, if 
applicable, have 20 or more open QFC positions in total (without 
duplication), it must record and maintain records in electronic form as 
required by this section within 270 days (or, if it is an accelerated 
records entity at that time, within 60 days). The records entity must 
provide to the FDIC, within 3 business days of reaching the 20-QFC 
threshold, a directory of the electronic files that will be used to 
maintain the information required to be kept by this section.


Sec.  371.5  Transition for existing records entities.

    (a) Limited Scope Entities. Notwithstanding any other provision of 
this part, an insured depository institution that became a records 
entity prior to the Amendment Effective Date and constitutes a limited 
scope entity on the Amendment Effective Date shall continue to comply 
with this part as in effect immediately prior to the Amendment 
Effective Date or, if it elects to comply with this part as in effect 
on and after such date, as so in effect, for so long as the entity 
remains a limited scope entity that has not ceased to be required to 
maintain the capacity to produce records pursuant to Sec.  371.3(d).
    (b) Transition for full scope entities maintaining records on 
effective date. If an insured depository institution that constitutes a 
full scope entity on the Amendment Effective Date became a records 
entity prior to the Amendment Effective Date and is maintaining the 
records required by this part immediately prior to the Amendment 
Effective Date, such records entity shall comply with all recordkeeping 
requirements of this part within 270 days after the Amendment Effective 
Date (or no later than 60 days after the Amendment Effective Date if it 
is an accelerated records entity). Until the records entity maintains 
the records required by Sec.  371.4(a) or Sec.  371.4(b), as 
applicable, it must continue to maintain the records required by this 
part immediately prior to the Amendment Effective Date.
    (c) Transition for full scope entities not maintaining records on 
effective date. If an insured depository institution that constitutes a 
full scope entity on the Amendment Effective Date became a records 
entity prior to the Amendment Effective Date but is not maintaining the 
records required by this part immediately prior to the Amendment 
Effective Date, such records entity shall comply with all recordkeeping 
requirements of this part within 270 days after the date that it first 
became a records entity (or no later than 60 days after it first became 
a records entity if it is an accelerated records entity).


Sec.  371.6  Enforcement Actions.

    Violating the terms or requirements set forth in this part 
constitutes a violation of a regulation and subjects the records entity 
to enforcement actions under Section 8 of the Federal Deposit Insurance 
Act (12 U.S.C. 1818).

Appendix A to Part 371--File Structure for Qualified Financial Contract 
(QFC) Records for Limited Scope Entities

                                         Table A-1--Position-Level Data
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application       Definition          Validation
----------------------------------------------------------------------------------------------------------------
A1.1........  As of date........  2015-01-05........  Provide data        YYYY-MM-DD........
                                                       extraction date.
A1.2........  Records entity      999999999.........  Provide LEI for     Varchar(50).......  Validated against
               identifier.                             records entity if                       CO.2.
                                                       available.
                                                       Information
                                                       needed to review
                                                       position-level
                                                       data by records
                                                       entity.
A1.3........  Position            20058953..........  Provide a position  Varchar(100)......
               identifier.                             identifier. Use
                                                       the unique
                                                       transaction
                                                       identifier if
                                                       available.
                                                       Information
                                                       needed to readily
                                                       track and
                                                       distinguish
                                                       positions.
A1.4........  Counterparty        888888888.........  Provide a           Varchar(50).......  Validated against
               identifier.                             counterparty                            CP.2
                                                       identifier. Use
                                                       LEI if
                                                       counterparty has
                                                       one. Information
                                                       needed to
                                                       identify
                                                       counterparty by
                                                       reference to
                                                       Counterparty
                                                       Master Table.
A1.5........  Internal booking    New York, New York  Provide office      Varchar(50).......
               location                                where the
               identifier.                             position is
                                                       booked.
                                                       Information
                                                       needed to
                                                       determine system
                                                       on which the
                                                       trade is booked
                                                       and settled.
A1.6........  Unique booking      xxxxxx............  Provide an          Varchar(50).......
               unit or desk                            identifier for
               identifier.                             unit or desk at
                                                       which the
                                                       position is
                                                       booked.
                                                       Information
                                                       needed to help
                                                       determine purpose
                                                       of position.

[[Page 95513]]

 
A1.7........  Type of QFC.......  Credit, equity,     Provide type of     Varchar(100)......
                                   foreign exchange,   QFC. Use unique
                                   interest rate       product
                                   (including cross-   identifier if
                                   currency), other    available.
                                   commodity,          Information
                                   securities          needed to
                                   repurchase          determine the
                                   agreement,          nature of the QFC.
                                   securities
                                   lending, loan
                                   repurchase
                                   agreement,
                                   guarantee or
                                   other third party
                                   credit
                                   enhancement of a
                                   QFC.
A1.8........  Type of QFC         Credit, equity,     If QFC type is      Varchar(200)......  Only required if
               covered by          foreign exchange,   guarantee or                            QFC type (A1.7)
               guarantee or        interest rate       other third party                       is a guarantee or
               other third party   (including cross-   credit                                  other third party
               credit              currency), other    enhancement,                            credit
               enhancement.        commodity,          provide type of                         enhancement.
                                   securities          QFC that is
                                   repurchase          covered by such
                                   agreement,          guarantee or
                                   securities          other third party
                                   lending, or loan    credit
                                   repurchase          enhancement. Use
                                   agreement.          unique product
                                                       identifier if
                                                       available. If
                                                       multiple asset
                                                       classes are
                                                       covered by the
                                                       guarantee or
                                                       credit
                                                       enhancement,
                                                       enter the asset
                                                       classes separated
                                                       by comma. If all
                                                       the QFCs of the
                                                       underlying QFC
                                                       obligor
                                                       identifier are
                                                       covered by the
                                                       guarantee or
                                                       other third party
                                                       credit
                                                       enhancement,
                                                       enter ``All.''.
A1.9........  Underlying QFC      888888888.........  If QFC type is      Varchar(50).......  Only required if
               obligor                                 guarantee or                            QFC asset type
               identifier.                             other third party                       (A1.7) is a
                                                       credit                                  guarantee or
                                                       enhancement,                            other third party
                                                       provide an                              credit
                                                       identifier for                          enhancement.
                                                       the QFC obligor                         Validated against
                                                       whose obligation                        CO.2 if affiliate
                                                       is covered by the                       or CP.2 if non-
                                                       guarantee or                            affiliate.
                                                       other third party
                                                       credit
                                                       enhancement. Use
                                                       LEI if underlying
                                                       QFC obligor has
                                                       one. Complete the
                                                       counterparty
                                                       master table with
                                                       respect to a QFC
                                                       obligor that is a
                                                       non-affiliate.
A1.10.......  Agreement           xxxxxxxxx.........  Provide an          Varchar(50).......
               identifier.                             identifier for
                                                       primary governing
                                                       documentation,
                                                       e.g. the master
                                                       agreement or
                                                       guarantee
                                                       agreement, as
                                                       applicable.
A1.11.......  Netting agreement   xxxxxxxxx.........  Provide an          Varchar(50).......
               identifier.                             identifier for
                                                       netting
                                                       agreement. If
                                                       this agreement is
                                                       the same as
                                                       provided in
                                                       A1.10, use same
                                                       identifier.
                                                       Information
                                                       needed to
                                                       identify unique
                                                       netting sets.
A1.12.......  Netting agreement   xxxxxxxxx.........  Provide a netting   Varchar(50).......  Validated against
               counterparty                            agreement                               CP.2.
               identifier.                             counterparty
                                                       identifier. Use
                                                       same identifier
                                                       as provided in
                                                       A1.4 if
                                                       counterparty and
                                                       netting agreement
                                                       counterparty are
                                                       the same. Use LEI
                                                       if netting
                                                       agreement
                                                       counterparty has
                                                       one. Information
                                                       needed to
                                                       identify unique
                                                       netting sets.

[[Page 95514]]

 
A1.13.......  Trade date........  2014-12-20........  Provide trade or    YYYY-MM-DD........
                                                       other commitment
                                                       date for the QFC.
                                                       Information
                                                       needed to
                                                       determine when
                                                       the entity's
                                                       rights and
                                                       obligations
                                                       regarding the
                                                       position
                                                       originated.
A1.14.......  Termination date..  2014-03-31........  Provide date the    YYYY-MM-DD........
                                                       QFC terminates or
                                                       is expected to
                                                       terminate,
                                                       expire, mature,
                                                       or when final
                                                       performance is
                                                       required.
                                                       Information
                                                       needed to
                                                       determine when
                                                       the entity's
                                                       rights and
                                                       obligations
                                                       regarding the
                                                       position are
                                                       expected to end.
A1.15.......  Next call, put, or  2015-01-25........  Provide next call,  YYYY-MM-DD........
               cancellation date.                      put, or
                                                       cancellation date.
A1.16.......  Next payment date.  2015-01-25........  Provide next        YYYY-MM-DD........
                                                       payment date.
A1.17.......  Current market      995000............  In the case of a    Num (25,5)........
               value of the                            guarantee or
               position in U.S.                        other third party
               dollars.                                credit
                                                       enhancements,
                                                       provide the
                                                       current mark-to-
                                                       market expected
                                                       value of the
                                                       exposure.
                                                       Information
                                                       needed to
                                                       determine the
                                                       current size of
                                                       the obligation/
                                                       benefit
                                                       associated with
                                                       the QFC.
A1.18.......  Notional or         1000000...........  Provide the         Num (25,5)........
               principal amount                        notional or
               of the position                         principal amount,
               In U.S. dollars.                        as applicable, in
                                                       U.S. dollars. In
                                                       the case of a
                                                       guarantee or
                                                       other third party
                                                       credit
                                                       enhancements,
                                                       provide the
                                                       maximum possible
                                                       exposure.
                                                       Information
                                                       needed to help
                                                       evaluate the
                                                       position.
A1.19.......  Covered by third-   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               party credit                            QFC is covered by                       ``N``
               enhancement                             a guarantee or
               agreement (for                          other third-party
               the benefit of                          credit
               the records                             enhancement.
               entity)?.                               Information
                                                       needed to
                                                       determine credit
                                                       enhancement.
A1.20.......  Third-party credit  999999999.........  If QFC is covered   Varchar(50).......  Required if A1.20
               enhancement                             by a guarantee or                       is ``Y''.
               provider                                other third-party                       Validated against
               identifier (for                         credit                                  CP.2
               the benefit of                          enhancement,
               the records                             provide an
               entity).                                identifier for
                                                       provider. Use LEI
                                                       if available.
                                                       Complete the
                                                       counterparty
                                                       master table with
                                                       respect to a
                                                       provider that is
                                                       a non-affiliate.
A1.21.......  Third-party credit  ..................  If QFC is covered   Varchar(50).......  Required if A1.20
               enhancement                             by a guarantee or                       is ``Y''.
               agreement                               other third-party
               identifier (for                         credit
               the benefit of                          enhancement,
               the records                             provide an
               entity).                                identifier for
                                                       the agreement.
A1.22.......  Related position    3333333...........  Use this field to   Varchar(100)......
               of records entity.                      link any related
                                                       positions of the
                                                       records entity .
                                                       All positions
                                                       that are related
                                                       to one another
                                                       should have same
                                                       designation in
                                                       this field.
A1.23.......  Reference number    9999999...........  Provide a unique    Varchar(500)......
               for any related                         reference number
               loan.                                   for any loan held
                                                       by the records
                                                       entity or a
                                                       member of its
                                                       corporate group
                                                       related to the
                                                       position (with
                                                       multiple entries
                                                       delimited by
                                                       commas).

[[Page 95515]]

 
A1.24.......  Identifier of the   999999999.........  For any loan        Varchar(500)......
               lender of the                           recorded in
               related loan.                           A1.23, provide
                                                       identifier for
                                                       records entity or
                                                       member of its
                                                       corporate group
                                                       that holds any
                                                       related loan. Use
                                                       LEI if entity has
                                                       one.
----------------------------------------------------------------------------------------------------------------


                                    Table A-2--Counterparty Netting Set Data
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
A2.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
A2.2........  Records entity      999999999.........  Provide the LEI     Varchar(50).......  Validated against
               identifier.                             for the records                         CO.2.
                                                       entity if
                                                       available.
A2.3........  Netting agreement   888888888.........  Provide an          Varchar(50).......  Validated against
               counterparty                            identifier for                          CP.2.
               identifier.                             the netting
                                                       agreement
                                                       counterparty. Use
                                                       LEI if
                                                       counterparty has
                                                       one.
A2.4........  Netting agreement   xxxxxxxxx.........  Provide an          Varchar(50).......
               identifier.                             identifier for
                                                       the netting
                                                       agreement.
A2.5........  Underlying QFC      888888888.........  Provide identifier  Varchar(50).......  Validated against
               obligor                                 for underlying                          CO.2 or CP.2.
               identifier.                             QFC obligor if
                                                       netting agreement
                                                       is associated
                                                       with a guarantee
                                                       or other third
                                                       party credit
                                                       enhancement. Use
                                                       LEI if available.
A2.6........  Covered by third-   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               party credit                            the positions                           ``N``.
               enhancement                             subject to the
               agreement (for                          netting set
               the benefit of                          agreement are
               the records                             covered by a
               entity)?                                third-party
                                                       credit
                                                       enhancement
                                                       agreement.
    A2.7      Third-party credit  999999999.........  Use LEI if          Varchar(50).......  Required if A2.6
               enhancement                             available.                              is ``Y''. Should
               provider                                Information                             be a valid entry
               identifier (for                         needed to                               in the
               the benefit of                          identity third-                         Counterparty
               the records                             party credit                            Master Table.
               entity).                                enhancement                             Validated against
                                                       provider.                               CP.2.
A2.8........  Third-party credit  4444444...........  ..................  Varchar(50).......  Required if A2.6
               enhancement                                                                     is ``Y''.
               agreement                                                                       Validated against
               identifier (for                                                                 A3.3.
               the benefit of
               the records
               entity).
A2.9........  Aggregate current   -1000000..........  Information needed  Num (25,5)........  Market value of
               market value in                         to help evaluate                        all positions in
               U.S. dollars of                         the positions                           A1 for the given
               all positions                           subject to the                          netting agreement
               under this                              netting agreement.                      identifier should
               netting agreement.                                                              be equal to this
                                                                                               value. A2.9 =
                                                                                               A2.10 + A2.11.
A2.10.......  Current market      3000000...........  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to help evaluate                        all positive
               dollars of all                          the positions                           positions in A1
               positive                                subject to the                          for the given
               positions, as                           netting agreement.                      netting agreement
               aggregated under                                                                identifier should
               this netting                                                                    be equal to this
               agreement.                                                                      value. A2.9 =
                                                                                               A2.10 + A2.11.
A2.11.......  Current market      -4000000..........  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to help evaluate                        all negative
               dollars of all                          the positions                           positions in A1
               negative                                subject to the                          for the given
               positions, as                           netting agreement.                      Netting Agreement
               aggregated under                                                                Identifier should
               this netting                                                                    be equal to this
               agreement.                                                                      value. A2.9 =
                                                                                               A2.10 + A2.11.
A2.12.......  Current market      950000............  Information needed  Num (25,5)........
               value in U.S.                           to determine the
               dollars of all                          extent to which
               collateral posted                       collateral has
               by records                              been provided by
               entity, as                              records entity.
               aggregated under
               this netting
               agreement.
A2.13.......  Current market      50000.............  Information needed  Num (25,5)........
               value in U.S.                           to determine the
               dollars of all                          extent to which
               collateral posted                       collateral has
               by counterparty,                        been provided by
               as aggregated                           counterparty.
               under this
               netting agreement.

[[Page 95516]]

 
A2.14.......  Records entity      950,000...........  Provide records     Num (25,5)........  Should be less
               collateral--net.                        entity's                                than or equal to
                                                       collateral excess                       A2.15.
                                                       or deficiency
                                                       with respect to
                                                       all of its
                                                       positions, as
                                                       determined under
                                                       each applicable
                                                       agreement,
                                                       including
                                                       thresholds and
                                                       haircuts where
                                                       applicable.
A2.15.......  Counterparty        950,000...........  Provide             Num (25,5)........  Should be less
               collateral--net.                        counterparty's                          than or equal to
                                                       collateral excess                       A2.16.
                                                       or deficiency
                                                       with respect to
                                                       all of its
                                                       positions, as
                                                       determined under
                                                       each applicable
                                                       agreement,
                                                       including
                                                       thresholds and
                                                       haircuts where
                                                       applicable.
A2.16.......  Next margin         2015-11-05........  Provide next        YYYY-MM-DD........
               payment date.                           margin payment
                                                       date for position.
A2.17.......  Next margin         150,000...........  Use positive value  Num (25,5)........
               payment amount in                       if records entity
               U.S. dollars.                           is due a payment
                                                       and use negative
                                                       value if records
                                                       entity has to
                                                       make the payment.
----------------------------------------------------------------------------------------------------------------


                                      Corporate Organization Master Table *
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
CO.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
CO.2........  Entity identifier.  888888888.........  Provide unique      Varchar(50).......  Should be unique
                                                       identifier. Use                         across all record
                                                       LEI if available.                       entities.
                                                       Information
                                                       needed to
                                                       identify entity.
CO.3........  Has LEI been used   Y/N...............  Specify whether     Char(1)...........  Should be ``Y'' or
               for entity                              the entity                              ``N``.
               identifier?                             identifier
                                                       provided is an
                                                       LEI.
CO.4........  Legal name of       John Doe & Co.....  Provide legal name  Varchar(200)......
               entity.                                 of entity.
CO.5........  Immediate parent    77777777..........  Use LEI if          Varchar(50).......
               entity identifier.                      available.
                                                       Information
                                                       needed to
                                                       complete org
                                                       structure.
CO.6........  Has LEI been used   Y/N...............  Specify whether     Char(1)...........  Should be ``Y'' or
               for immediate                           the immediate                           ``N``.
               parent entity                           parent entity
               identifier?                             identifier
                                                       provided is an
                                                       LEI.
CO.7........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               immediate parent                        to complete org
               entity.                                 structure.
CO.8........  Percentage          100.00............  Information needed  Num (5,2).........
               ownership of                            to complete org
               immediate parent                        structure.
               entity in the
               entity.
CO.9........  Entity type.......  Subsidiary,         Information needed  Varchar(50).......
                                   foreign branch,     to complete org
                                   foreign division.   structure.
CO.10.......  Domicile..........  New York, New York  Enter as city,      Varchar(50).......
                                                       state or city,
                                                       foreign country.
CO.11.......  Jurisdiction under  New York..........  Enter as state or   Varchar(50).......
               which                                   foreign
               incorporated or                         jurisdiction.
               organized.
----------------------------------------------------------------------------------------------------------------
* Foreign branches and divisions shall be separately identified to the extent they are identified in an entity's
  reports to its PFRAs.


[[Page 95517]]


                                            Counterparty Master Table
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
CP.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
CP.2........  Counterparty        888888888.........  Use LEI if          Varchar(50).......
               identifier.                             counterparty has
                                                       one. The
                                                       counterparty
                                                       identifier shall
                                                       be the global
                                                       legal entity
                                                       identifier if one
                                                       has been issued
                                                       to the entity. If
                                                       a counterparty
                                                       transacts with
                                                       the records
                                                       entity through
                                                       one or more
                                                       separate foreign
                                                       branches or
                                                       divisions and any
                                                       such branch or
                                                       division does not
                                                       have its own
                                                       unique global
                                                       legal entity
                                                       identifier, the
                                                       records entity
                                                       must include
                                                       additional
                                                       identifiers, as
                                                       appropriate to
                                                       enable the FDIC
                                                       to aggregate or
                                                       disaggregate the
                                                       data for each
                                                       counterparty and
                                                       for each entity
                                                       with the same
                                                       ultimate parent
                                                       entity as the
                                                       counterparty.
CP.3........  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for counterparty                        the counterparty                        ``N``.
               identifier?                             identifier is an
                                                       LEI.
CP.4........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               counterparty.                           to identify and,
                                                       if necessary,
                                                       communicate with
                                                       counterparty.
CP.5........  Domicile..........  New York, New York  Enter as city,      Varchar(50).......
                                                       state or city,
                                                       foreign country.
CP.6........  Jurisdiction under  New York..........  Enter as state or   Varchar(50).......
               which                                   foreign
               incorporated or                         jurisdiction.
               organized.
CP.7........  Immediate parent    77777777..........  Provide an          Varchar(50).......
               entity identifier.                      identifier for
                                                       the parent entity
                                                       that directly
                                                       controls the
                                                       counterparty. Use
                                                       LEI if immediate
                                                       parent entity has
                                                       one.
CP.8........  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for immediate                           the immediate                           ``N``.
               parent entity                           parent entity
               identifier?                             identifier is an
                                                       LEI.
CP.9........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               immediate parent                        to identify and,
               entity.                                 if necessary,
                                                       communicate with
                                                       counterparty.
CP.10.......  Ultimate parent     666666666.........  Provide an          Varchar(50).......
               entity identifier.                      identifier for
                                                       the parent entity
                                                       that is a member
                                                       of the corporate
                                                       group of the
                                                       counterparty that
                                                       is not controlled
                                                       by another
                                                       entity.
                                                       Information
                                                       needed to
                                                       identify
                                                       counterparty. Use
                                                       LEI if ultimate
                                                       parent entity has
                                                       one.
CP.11.......  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for ultimate                            the ultimate                            ``N``.
               parent entity                           parent entity
               identifier?                             identifier is an
                                                       LEI.
CP.12.......  Legal name of       John Doe & Co.....  Information needed  Varchar(100)......
               ultimate parent                         to identify and,
               entity.                                 if necessary,
                                                       communicate with
                                                       counterparty.
----------------------------------------------------------------------------------------------------------------


[[Page 95518]]


                                               Details of Formats
----------------------------------------------------------------------------------------------------------------
                Format                     Content in brief      Additional explanation          Examples
----------------------------------------------------------------------------------------------------------------
YYYY-MM-DD...........................  Date...................  YYYY = four digit date,  2015-11-12.
                                                                 MM = 2 digit month, DD
                                                                 = 2 digit date.
Num (25,5)...........................  Up to 25 numerical       Up to 20 numerical       1352.67.
                                        characters including 5   characters before the   12345678901234567890.12
                                        decimals.                decimal point and up     345.
                                                                 to 5 numerical          0.
                                                                 characters after the    -20000.25.
                                                                 decimal point. The dot  -0.257.
                                                                 character is used to
                                                                 separate decimals.
Char(3)..............................  3 alphanumeric           The length is fixed at   USD.
                                        characters.              3 alphanumeric          X1X.
                                                                 characters.             999.
Varchar(25)..........................  Up to 25 alphanumeric    The length is not fixed  asgaGEH3268EFdsagtTRCF5
                                        characters.              but limited at up to     43.
                                                                 25 alphanumeric
                                                                 characters.
----------------------------------------------------------------------------------------------------------------


Appendix B to Part 371--File Structure for Qualified Financial Contract 
Records for Full Scope Entities 32
---------------------------------------------------------------------------

    \32\ Pursuant to Sec.  374(b), the records entity is required to 
provide the information required by Appendix B for itself and each 
of its reportable subsidiaries in manner that can be disaggregated 
by legal entities (i.e., the records entity and each reportable 
subsidiary).

                                         Table A-1--Position-Level Data
----------------------------------------------------------------------------------------------------------------
                                                        Instructions and
                      Field              Example        data  application      Definition          Validation
----------------------------------------------------------------------------------------------------------------
A1.1.........  As of date........  2015-01-05........  Provide data        YYYY-MM-DD........  .................
                                                        extraction date.
A1.2.........  Records entity      999999999.........  Provide LEI for     Varchar(50).......  Validated against
                identifier.                             records entity.                         CO.2.
                                                        Information
                                                        needed to review
                                                        position-level
                                                        data by records
                                                        entity.
A1.3.........  Position            20058953..........  Provide a position  Varchar(100)......  .................
                identifier.                             identifier.
                                                        Should be used
                                                        consistently
                                                        across all
                                                        records entities.
                                                        Use the unique
                                                        transaction
                                                        identifier if
                                                        available.
                                                        Information
                                                        needed to readily
                                                        track and
                                                        distinguish
                                                        positions.
A1.4.........  Counterparty        888888888.........  Provide a           Varchar(50).......  Validated against
                identifier.                             counterparty                            CP.2.
                                                        identifier. Use
                                                        LEI if
                                                        counterparty has
                                                        one. Should be
                                                        used consistently
                                                        by all records
                                                        entities.
                                                        Information
                                                        needed to
                                                        identify
                                                        counterparty by
                                                        reference to
                                                        Counterparty
                                                        Master Table.
A1.5.........  Internal booking    New York, New York  Provide office      Varchar(50).......  Combination A1.2
                location                                where the                               + A1.5 + A1.6
                identifier.                             position is                             should have a
                                                        booked.                                 corresponding
                                                        Information                             unique
                                                        needed to                               combination BL.2
                                                        determine system                        + BL.3 + BL.4
                                                        on which the                            entry in Booking
                                                        trade is booked                         Location Master
                                                        and settled.                            Table.
A1.6.........  Unique booking      xxxxxx............  Provide an          Varchar(50).......  Combination A1.2
                unit or desk                            identifier for                          + A1.5 + A1.6
                identifier.                             unit or desk at                         should have a
                                                        which the                               corresponding
                                                        position is                             unique
                                                        booked.                                 combination BL.2
                                                        Information                             + BL.3 + BL.4
                                                        needed to help                          entry in Booking
                                                        determine purpose                       Location Master
                                                        of position.                            Table.

[[Page 95519]]

 
A1.7.........  Type of QFC.......  Credit, equity,     Provide type of     Varchar(100)......
                                    foreign exchange,   QFC. Use unique
                                    interest rate       product
                                    (including cross-   identifier if
                                    currency), other    available.
                                    commodity,          Information
                                    securities          needed to
                                    repurchase          determine the
                                    agreement,          nature of the QFC.
                                    securities
                                    lending, loan
                                    repurchase
                                    agreement,
                                    guarantee or
                                    other third party
                                    credit
                                    enhancement of a
                                    QFC.
A1.7.1.......  Type of QFC         Credit, equity,     If QFC type is      Varchar(500)......  Only required if
                covered by          foreign exchange,   guarantee or                            QFC type (A1.7)
                guarantee or        interest rate       other third party                       is a guarantee
                other third party   (including cross-   credit                                  or other third
                credit              currency), other    enhancement,                            party credit
                enhancement.        commodity,          provide type of                         enhancement.
                                    securities          QFC of the QFC
                                    repurchase          that is covered
                                    agreement,          by such guarantee
                                    securities          or other third
                                    lending, or loan    party credit
                                    repurchase          enhancement. Use
                                    agreement.          unique product
                                                        identifier if
                                                        available. If
                                                        multiple asset
                                                        classes are
                                                        covered by the
                                                        guarantee or
                                                        credit
                                                        enhancement,
                                                        enter the asset
                                                        classes separated
                                                        by comma. If all
                                                        the QFCs of the
                                                        underlying QFC
                                                        obligor
                                                        identifier are
                                                        covered by the
                                                        guarantee or
                                                        other third party
                                                        credit
                                                        enhancement,
                                                        enter ``All''.
A1.7.2.......  Underlying QFC      888888888.........  If QFC type is      Varchar(50).......  Only required if
                obligor                                 guarantee or                            QFC asset type
                identifier.                             other third party                       (A1.7) is a
                                                        credit                                  guarantee or
                                                        enhancement,                            other third
                                                        provide an                              party credit
                                                        identifier for                          enhancement.
                                                        the QFC obligor                         Validated
                                                        whose obligation                        against CO.2 if
                                                        is covered by the                       affiliate or
                                                        guarantee or                            CP.2 if non-
                                                        other third party                       affiliate.
                                                        credit
                                                        enhancement. Use
                                                        LEI if underlying
                                                        QFC obligor has
                                                        one. Complete the
                                                        counterparty
                                                        master table with
                                                        respect to a QFC
                                                        obligor that is a
                                                        non-affiliate.
A1.8.........  Agreement           xxxxxxxxx.........  Provide an          Varchar(50).......  Validated against
                identifier.                             identifier for                          A3.3.
                                                        the primary
                                                        governing
                                                        documentation,
                                                        e.g., the master
                                                        agreement or
                                                        guarantee
                                                        agreement, as
                                                        applicable.
A1.9.........  Netting agreement   xxxxxxxxx.........  Provide an          Varchar(50).......  Validated against
                identifier.                             identifier for                          A3.3.
                                                        netting
                                                        agreement. If
                                                        this agreement is
                                                        the same as
                                                        provided in
                                                        A1.10, use same
                                                        identifier.
                                                        Information
                                                        needed to
                                                        identify unique
                                                        netting sets.
A1.10........  Netting agreement   xxxxxxxxx.........  Provide a netting   Varchar(50).......  Validated against
                counterparty                            agreement                               CP.2.
                identifier.                             counterparty
                                                        identifier. Use
                                                        same identifier
                                                        as provided in
                                                        A1.4 if
                                                        counterparty and
                                                        netting agreement
                                                        counterparty are
                                                        the same. Use LEI
                                                        if netting
                                                        agreement
                                                        counterparty has
                                                        one. Information
                                                        needed to
                                                        identify unique
                                                        netting sets.

[[Page 95520]]

 
A1.11........  Trade date........  2014-12-20........  Provide trade or    YYYY-MM-DD........
                                                        other commitment
                                                        date for the QFC.
                                                        Information
                                                        needed to
                                                        determine when
                                                        the entity's
                                                        rights and
                                                        obligations
                                                        regarding the
                                                        position
                                                        originated.
A1.12........  Termination date..  2014-03-31........  Provide date the    YYYY-MM-DD........
                                                        QFC terminates or
                                                        is expected to
                                                        terminate,
                                                        expire, mature,
                                                        or when final
                                                        performance is
                                                        required.
                                                        Information
                                                        needed to
                                                        determine when
                                                        the entity's
                                                        rights and
                                                        obligations
                                                        regarding the
                                                        position are
                                                        expected to end.
A1.13........  Next call, put, or  2015-01-25........  Provide next call,  YYYY-MM-DD........
                cancellation date.                      put, or
                                                        cancellation date.
A1.14........  Next payment date.  2015-01-25........  Provide next        YYYY-MM-DD........
                                                        payment date.
A1.15........  Local Currency Of   USD...............  Provide currency    Char(3)...........
                Position.                               in which QFC is
                                                        denominated. Use
                                                        ISO currency code.
A1.16........  Current market      995000............  Provide current     Num (25,5)........
                value of the                            market value of
                position in local                       the position in
                currency.                               local currency.
                                                        In the case of a
                                                        guarantee or
                                                        other third party
                                                        credit
                                                        enhancements,
                                                        provide the
                                                        current mark-to-
                                                        market expected
                                                        value of the
                                                        exposure.
                                                        Information
                                                        needed to
                                                        determine the
                                                        current size of
                                                        the obligation or
                                                        benefit
                                                        associated with
                                                        the QFC.
A1.17........  Current market      995000............  In the case of a    Num (25,5)........
                value of the                            guarantee or
                position in U.S.                        other third party
                dollars.                                credit
                                                        enhancements,
                                                        provide the
                                                        current mark-to-
                                                        market expected
                                                        value of the
                                                        exposure.
                                                        Information
                                                        needed to
                                                        determine the
                                                        current size of
                                                        the obligation/
                                                        benefit
                                                        associated with
                                                        the QFC.
A1.18........  Asset               1.................  Provide fair value  Char(1)...........
                Classification.                         asset
                                                        classification
                                                        under GAAP, IFRS,
                                                        or other
                                                        accounting
                                                        principles or
                                                        standards used by
                                                        records entity.
                                                        Provide ``1'' for
                                                        Level 1, ``2''
                                                        for Level 2, or
                                                        ``3'' for Level
                                                        3. Information
                                                        needed to assess
                                                        fair value of the
                                                        position.
A1.19........  Notional or         1000000...........  Provide the         Num (25,5)........
                principal amount                        notional or
                of the position                         principal amount,
                in local currency.                      as applicable, in
                                                        local currency.
                                                        In the case of a
                                                        guarantee or
                                                        other third party
                                                        credit
                                                        enhancement,
                                                        provide the
                                                        maximum possible
                                                        exposure.
                                                        Information
                                                        needed to help
                                                        evaluate the
                                                        position.

[[Page 95521]]

 
A1.20........  Notional or         1000000...........  Provide the         Num (25,5)........
                principal amount                        notional or
                of the position                         principal amount,
                In U.S. dollars.                        as applicable, in
                                                        U.S. dollars. In
                                                        the case of a
                                                        guarantee or
                                                        other third party
                                                        credit
                                                        enhancements,
                                                        provide the
                                                        maximum possible
                                                        exposure.
                                                        Information
                                                        needed to help
                                                        evaluate the
                                                        position.
A1.21........  Covered by third-   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y''
                party credit                            QFC is covered by                       or ``N``.
                enhancement                             a guarantee or
                agreement (for                          other third-party
                the benefit of                          credit
                the records                             enhancement.
                entity)?.                               Information
                                                        needed to
                                                        determine credit
                                                        enhancement.
A1.21.1......  Third-party credit  999999999.........  If QFC is covered   Varchar(50).......  Required if A1.21
                enhancement                             by a guarantee or                       is ``Y''.
                provider                                other third-party                       Validated
                identifier (for                         credit                                  against CP.2.
                the benefit of                          enhancement,
                the records                             provide an
                entity).                                identifier for
                                                        provider. Use LEI
                                                        if available.
                                                        Complete the
                                                        counterparty
                                                        master table with
                                                        respect to a
                                                        provider that is
                                                        a non-affiliate.
A1.21.2......  Third-party credit  4444444...........  If QFC is covered   Varchar(50).......  Required if A1.21
                enhancement                             by a guarantee or                       is ``Y.''
                agreement                               other third-party                       Validated
                identifier (for                         credit                                  against A3.3.
                the benefit of                          enhancement,
                the records                             provide an
                entity).                                identifier for
                                                        the agreement.
A1.21.3......  Covered by third-   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y''
                party credit                            QFC is covered by                       or ``N``.
                enhancement                             a guarantee or
                agreement (for                          other third-party
                the benefit of                          credit
                the                                     enhancement.
                counterparty)?.                         Information
                                                        needed to
                                                        determine credit
                                                        enhancement.
A1.21.4......  Third-party credit  999999999.........  If QFC is covered   Varchar(50).......  Required if
                enhancement                             by a guarantee or                       A1.21.3 is
                provider                                other third-party                       ``Y''. Validated
                identifier (for                         credit                                  against CO.2 or
                the benefit of                          enhancement,                            CP.2.
                the counterparty).                      provide an
                                                        identifier for
                                                        provider. Use LEI
                                                        if available.
                                                        Complete the
                                                        counterparty
                                                        master table with
                                                        respect to a
                                                        provider that is
                                                        a non-affiliate.
A1.21.5......  Third-party credit  4444444...........  If QFC is covered   Varchar(50).......  Required if
                enhancement                             by a guarantee or                       A1.21.3 is
                agreement                               other third-party                       ``Y''. Validated
                identifier (for                         credit                                  against A3.3.
                the benefit of                          enhancement,
                the counterparty).                      provide an
                                                        identifier for
                                                        agreement.
A1.22........  Related position    3333333...........  Use this field to   Varchar(100)......
                of records entity.                      link any related
                                                        positions of the
                                                        records entity.
                                                        All positions
                                                        that are related
                                                        to one another
                                                        should have same
                                                        designation in
                                                        this field.
A1.23........  Reference number    9999999...........  Provide a unique    Varchar(500)......
                for any related                         reference number
                loan.                                   for any loan held
                                                        by the records
                                                        entity or a
                                                        member of its
                                                        corporate group
                                                        related to the
                                                        position (with
                                                        multiple entries
                                                        delimited by
                                                        commas).
A1.24........  Identifier of the   999999999.........  For any loan        Varchar(500)......
                lender of the                           recorded in
                related loan.                           A1.23, provide
                                                        identifier for
                                                        records entity or
                                                        member of its
                                                        corporate group
                                                        that holds any
                                                        related loan. Use
                                                        LEI if entity has
                                                        one.
----------------------------------------------------------------------------------------------------------------


[[Page 95522]]


                                    Table A-2--Counterparty Netting Set Data
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
A2.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........  ..................
                                                       date.
A2.2........  Records entity      999999999.........  Provide the LEI     Varchar(50).......  Validated against
               identifier.                             for the records                         CO.2.
                                                       entity.
A2.3........  Netting agreement   888888888.........  Provide an          Varchar(50).......  Validated against
               counterparty                            identifier for                          CP.2.
               identifier.                             the netting
                                                       agreement
                                                       counterparty. Use
                                                       LEI if
                                                       counterparty has
                                                       one.
A2.4........  Netting agreement   xxxxxxxxx.........  Provide an          Varchar(50).......  Validated against
               identifier.                             identifier for                          A3.3.
                                                       the netting
                                                       agreement.
A2.4.1......  Underlying QFC      888888888.........  Provide identifier  Varchar(50).......  Validated against
               obligor                                 for underlying                          CO.2 or CP.2.
               identifier.                             QFC obligor if
                                                       netting agreement
                                                       is associated
                                                       with a guarantee
                                                       or other third
                                                       party credit
                                                       enhancement. Use
                                                       LEI if available.
A2.5........  Covered by third-   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               party credit                            the positions                           ``N``.
               enhancement                             subject to the
               agreement (for                          netting set
               the benefit of                          agreement are
               the records                             covered by a
               entity)?                                third-party
                                                       credit
                                                       enhancement
                                                       agreement.
A2.5.1......  Third-party credit  999999999.........  Use LEI if          Varchar(50).......  Required if A2.5
               enhancement                             available.                              is ``Y''.
               provider                                Information                            Validated against
               identifier (for                         needed to                               CP.2.
               the benefit of                          identity third-
               the records                             party credit
               entity).                                enhancement
                                                       provider.
A2.5.2......  Third-party credit  4444444...........  ..................  Varchar(50).......  Required if A2.5
               enhancement                                                                     is ``Y''.
               agreement                                                                      Validated against
               identifier (for                                                                 A3.3.
               the benefit of
               the records
               entity).
A2.5.3......  Covered by third-   Y/N...............  Information needed  Char(1)...........  Should be ``Y'' or
               party credit                            to determine                            ``N``.
               enhancement                             credit
               agreement (for                          enhancement.
               the benefit of
               the
               counterparty)?
A2.5.4......  Third-party credit  999999999.........  Use LEI if          Varchar(50).......  Required if A2.5.3
               enhancement                             available.                              is ``Y''. Should
               provider                                Information                             be a valid entry
               identifier (for                         needed to                               in the
               the benefit of                          identity third-                         Counterparty
               the counterparty).                      party credit                            Master Table.
                                                       enhancement                             Validated against
                                                       provider.                               CP.2.
A2.5.5......  Third-party credit  4444444...........  Information used    Varchar(50).......  Required if A2.5.3
               enhancement                             to determine                            is ``Y''.
               agreement                               guarantee or                            Validated against
               identifier (for                         other third-party                       A3.3.
               the benefit of                          credit
               the counterparty).                      enhancement.
A2.6........  Aggregate current   -1000000..........  Information needed  Num (25,5)........  Market value of
               market value in                         to help evaluate                        all positions in
               U.S. dollars of                         the positions                           A1 for the given
               all positions                           subject to the                          netting agreement
               under this                              netting agreement.                      identifier should
               netting agreement.                                                              be equal to this
                                                                                               value. A2.6 =
                                                                                               A2.7 + A2.8.
A2.7........  Current market      3000000...........  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to help evaluate                        all positive
               dollars of all                          the positions                           positions in A1
               positive                                subject to the                          for the given
               positions, as                           netting agreement.                      netting agreement
               aggregated under                                                                identifier should
               this netting                                                                    be equal to this
               agreement.                                                                      value. A2.6 =
                                                                                               A2.7 + A2.8.
A2.8........  Current market      -4000000..........  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to help evaluate                        all negative
               dollars of all                          the positions                           positions in A1
               negative                                subject to the                          for the given
               positions, as                           netting agreement.                      Netting Agreement
               aggregated under                                                                Identifier should
               this netting                                                                    be equal to this
               agreement.                                                                      value. A2.6 =
                                                                                               A2.7 + A2.8.
A2.9........  Current market      950000............  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to determine the                        all collateral
               dollars of all                          extent to which                         posted by records
               collateral posted                       collateral has                          entity for the
               by records                              been provided by                        given netting
               entity, as                              records entity.                         agreement
               aggregated under                                                                Identifier should
               this netting                                                                    be equal to sum
               agreement.                                                                      of all A4.9 for
                                                                                               the same netting
                                                                                               agreement
                                                                                               identifier in A4.

[[Page 95523]]

 
A2.10.......  Current market      50000.............  Information needed  Num (25,5)........  Market value of
               value in U.S.                           to determine the                        all collateral
               dollars of all                          extent to which                         posted by
               collateral posted                       collateral has                          counterparty for
               by counterparty,                        been provided by                        the given netting
               as aggregated                           counterparty.                           agreement
               under this                                                                      identifier should
               netting agreement.                                                              be equal to sum
                                                                                               of all A4.9 for
                                                                                               the same netting
                                                                                               agreement
                                                                                               identifier in A4.
A2.11.......  Current market      950,000...........  Information needed  Num (25,5)........
               value in U.S.                           to determine the
               dollars of all                          extent to which
               collateral posted                       collateral has
               by records entity                       been provided by
               that is subject                         records entity.
               to re-
               hypothecation, as
               aggregated under
               this netting
               agreement.
A2.12.......  Current market      950,000...........  Information needed  Num (25,5)........
               value in U.S.                           to determine the
               dollars of all                          extent to which
               collateral posted                       collateral has
               by counterparty                         been provided by
               that is subject                         records entity.
               to re-
               hypothecation, as
               aggregated under
               this netting
               agreement.
A2.13.......  Records entity      950,000...........  Provide records     Num (25,5)........  Should be less
               collateral--net.                        entity's                                than or equal to
                                                       collateral excess                       A2.9.
                                                       or deficiency
                                                       with respect to
                                                       all of its
                                                       positions, as
                                                       determined under
                                                       each applicable
                                                       agreement,
                                                       including
                                                       thresholds and
                                                       haircuts where
                                                       applicable.
A2.14.......  Counterparty        950,000...........  Provide             Num (25,5)........  Should be less
               collateral--net.                        counterparty's                          than or equal to
                                                       collateral excess                       A2.10.
                                                       or deficiency
                                                       with respect to
                                                       all of its
                                                       positions, as
                                                       determined under
                                                       each applicable
                                                       agreement,
                                                       including
                                                       thresholds and
                                                       haircuts where
                                                       applicable.
A2.15.......  Next margin         2015-11-05........  Provide next        YYYY-MM-DD........
               payment date.                           margin payment
                                                       date for position.
A2.16.......  Next margin         150,000...........  Use positive value  Num (25,5)........
               payment amount in                       if records entity
               U.S. dollars.                           is due a payment
                                                       and use negative
                                                       value if records
                                                       entity has to
                                                       make the payment.
A2.17.......  Safekeeping agent   888888888.........  Provide an          Varchar(50).......  Validated against
               identifier for                          identifier for                          SA.2.
               records entity.                         the records
                                                       entity's
                                                       safekeeping
                                                       agent, if any.
                                                       Use LEI if
                                                       safekeeping agent
                                                       has one.
A2.18.......  Safekeeping agent   888888888.........  Provide an          Varchar(50).......  Validated against
               identifier for                          identifier for                          SA.2.
               counterparty.                           the
                                                       counterparty's
                                                       safekeeping
                                                       agent, if any.
                                                       Use LEI if
                                                       safekeeping agent
                                                       has one.
----------------------------------------------------------------------------------------------------------------


                                           Table A-3--Legal Agreements
----------------------------------------------------------------------------------------------------------------
                                                        Instructions and
                      Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
A3.1.........  As of Date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                        date.
A3.2.........  Records entity      999999999.........  Provide LEI for     Varchar(50).......  Validated against
                identifier.                             records entity.                         CO.2.
A3.3.........  Agreement           xxxxxx............  Provide identifier  Varchar(50).......
                identifier.                             for each master
                                                        agreement,
                                                        governing
                                                        document, netting
                                                        agreement or
                                                        third-party
                                                        credit
                                                        enhancement
                                                        agreement.
A3.4.........  Name of agreement   ISDA Master 1992    Provide name of     Varchar(50).......
                or governing        or Guarantee        agreement or
                document.           Agreement or        governing
                                    Master Netting      document.
                                    Agreement.

[[Page 95524]]

 
A3.5.........  Agreement date....  2010-01-25........  Provide the date    YYYY-MM-DD........
                                                        of the agreement.
A3.6.........  Agreement           888888888.........  Use LEI if          Varchar(50).......  Validated against
                counterparty                            counterparty has                        field CP.2.
                identifier.                             one. Information
                                                        needed to
                                                        identify
                                                        counterparty.
A3.6.1.......  Underlying QFC      888888888.........  Provide underlying  Varchar(50).......  Validated against
                obligor                                 QFC obligor                             CO.2 or CP.2.
                identifier.                             identifier if
                                                        document
                                                        identifier is
                                                        associated with a
                                                        guarantee or
                                                        other third party
                                                        credit
                                                        enhancement. Use
                                                        LEI if underlying
                                                        QFC obligor has
                                                        one.
A3.7.........  Agreement           New York..........  Provide law         Varchar(50).......
                governing law.                          governing
                                                        contract disputes.
A3.8.........  Cross-default       Y/N...............  Specify whether     Char(1)...........  Should be ``Y''
                provision?                              agreement                               or ``N``.
                                                        includes default
                                                        or other
                                                        termination event
                                                        provisions that
                                                        reference an
                                                        entity not a
                                                        party to the
                                                        agreement
                                                        (``cross-default
                                                        Entity'').
                                                        Information
                                                        needed to
                                                        determine
                                                        exposure to
                                                        affiliates or
                                                        other entities.
A3.9.........  Identity of cross-  777777777.........  Provide identity    Varchar(500)......  Required if A3.8
                default entities.                       of any cross-                           is ``Y``. ID
                                                        default entities                        should be a
                                                        referenced in                           valid entry in
                                                        A3.8. Use LEI if                        Corporate Org
                                                        entity has one.                         Master Table or
                                                        Information                             Counterparty
                                                        needed to                               Master Table, if
                                                        determine                               applicable.
                                                        exposure to other                       Multiple entries
                                                        entities.                               comma separated.
A3.10........  Covered by third-   Y/N...............  Information needed  Char(1)...........  Should be ``Y''
                party credit                            to determine                            or ``N``.
                enhancement                             credit
                agreement (for                          enhancement.
                the benefit of
                the records
                entity)?
A3.11........  Third-party credit  999999999.........  Use LEI if          Varchar(50).......  Required if A3.10
                enhancement                             available.                              is ``Y''. Should
                provider                                Information                             be a valid entry
                identifier (for                         needed to                               in the
                the benefit of                          identity Third-                         Counterparty
                the records                             Party Credit                            Master Table.
                entity).                                Enhancement                             Validated
                                                        Provider.                               against CP.2.
A3.12........  Associated third-   33333333..........  Information needed  Varchar(50).......  Required if A3.10
                party credit                            to determine                            is ``Y''.
                enhancement                             credit                                  Validated
                agreement                               enhancement.                            against field
                document                                                                        A3.3.
                identifier (for
                the benefit of
                the records
                entity).
A3.12.1......  Covered by third-   Y/N...............  Information needed  Char(1)...........  Should be ``Y''
                party credit                            to determine                            or ``N``.
                enhancement                             credit
                agreement (for                          enhancement.
                the benefit of
                the
                counterparty)?
A3.12.2......  Third-party credit  999999999.........  Use LEI if          Varchar(50).......  Required if A3.12
                enhancement                             available.                              is ``Y''. Should
                provider                                Information                             be a valid entry
                identifier (for                         needed to                               in the
                the benefit of                          identity Third-                         Counterparty
                the counterparty).                      Party Credit                            Master.
                                                        Enhancement                             Validated
                                                        Provider.                               against CP.2.
A3.12.3......  Associated third-   33333333..........  Information needed  Varchar(50).......   Required if
                party credit                            to determine                            A3.12.2 is
                enhancement                             credit                                  ``Y''. Validated
                agreement                               enhancement.                            against field
                document                                                                        A3.3.
                identifier (for
                the benefit of
                the counterparty).
A3.13........  Counterparty        John Doe & Co.....  Provide contact     Varchar(200)......
                contact                                 name for
                information: name.                      counterparty as
                                                        provided under
                                                        notice section of
                                                        agreement.
A3.14........  Counterparty        123 Main St, City,  Provide contact     Varchar(100)......
                contact             State Zip code.     address for
                information:                            counterparty as
                address.                                provided under
                                                        notice section of
                                                        agreement.
A3.15........  Counterparty        1-999-999-9999....  Provide contact     Varchar(50).......
                contact                                 phone number for
                information:                            counterparty as
                phone.                                  provided under
                                                        notice section of
                                                        agreement.

[[Page 95525]]

 
A3.16........  Counterparty's      Jdoe@JohnDoe.com..  Provide contact     Varchar(100)......
                contact                                 email address for
                information:                            counterparty as
                email address.                          provided under
                                                        notice section of
                                                        agreement.
----------------------------------------------------------------------------------------------------------------


                                        Table A-4--Collateral Detail Data
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
A4.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
A4.2........  Records entity      999999999.........  Provide LEI for     Varchar(50).......  Validated against
               identifier.                             records entity.                         CO.2.
A4.3........  Collateral posted/  P/N...............  Enter ``P'' if      Char(1)...........
               collateral                              collateral has
               received flag.                          been posted by
                                                       the records
                                                       entity. Enter
                                                       ``R'' for
                                                       collateral
                                                       received by
                                                       Records Entity.
A4.4........  Counterparty        888888888.........  Provide identifier  Varchar(50).......  Validated against
               identifier.                             for counterparty.                       CP.2.
                                                       Use LEI if
                                                       counterparty has
                                                       one.
A4.5........  Netting agreement   xxxxxxxxx.........  Provide identifier  Varchar(50).......  Validated against
               identifier.                             for applicable                          field A3.3.
                                                       netting agreement.
A4.6........  Unique collateral   CUSIP/ISIN........  Provide identifier  Varchar(50).......
               item identifier.                        to reference
                                                       individual
                                                       collateral posted.
A4.7........  Original face       1500000...........  Information needed  Num (25,5)........
               amount of                               to evaluate
               collateral item                         collateral
               in local currency.                      sufficiency and
                                                       marketability.
A4.8........  Local currency of   USD...............  Use ISO currency    Char(3)...........
               collateral item.                        code.
A4.9........  Market value        850000............  Information needed  Num (25,5)........  Market value of
               amount of                               to evaluate                             all collateral
               collateral item                         collateral                              posted by Records
               in U.S. dollars.                        sufficiency and                         Entity or
                                                       marketability and                       Counterparty A2.9
                                                       to permit                               or A2.10 for the
                                                       aggregation                             given netting
                                                       across currencies.                      agreement
                                                                                               identifier should
                                                                                               be equal to sum
                                                                                               of all A4.9 for
                                                                                               the same netting
                                                                                               agreement
                                                                                               identifier in A4.
A4.10.......  Description of      U.S. Treasury       Information needed  Varchar(200)......
               collateral item.    Strip, maturity     to evaluate
                                   2020/6/30.          collateral
                                                       sufficiency and
                                                       marketability.
A4.11.......  Asset               1.................  Provide fair value  Char(1)...........  Should be ``1'' or
               classification.                         asset                                   ``2'' or ``3''.
                                                       classification
                                                       for the
                                                       collateral item
                                                       under GAAP, IFRS,
                                                       or other
                                                       accounting
                                                       principles or
                                                       standards used by
                                                       records entity.
                                                       Provide ``1'' for
                                                       Level 1, ``2''
                                                       for Level 2, or
                                                       ``3'' for Level 3.
A4.12.......  Collateral or       Y/N...............  Specify whether     Char(1)...........  Should be ``Y'' or
               portfolio                               the specific item                       ``N''.
               segregation                             of collateral or
               status.                                 the related
                                                       collateral
                                                       portfolio is
                                                       segregated from
                                                       assets of the
                                                       safekeeping agent.
A4.13.......  Collateral          ABC broker-dealer   Provide location    Varchar(200)......
               location.           (in safekeeping     of collateral
                                   account of          posted.
                                   counterparty).
A4.14.......  Collateral          New York, New York  Provide             Varchar(50).......
               jurisdiction.                           jurisdiction of
                                                       location of
                                                       collateral posted.
A4.15.......  Is collateral re-   Y/N...............  Information needed  Char(1)...........  Should be ``Y'' or
               hypothecation                           to evaluate                             ``N''.
               allowed?                                exposure of the
                                                       records entity to
                                                       the counterparty
                                                       or vice-versa for
                                                       re-hypothecated
                                                       collateral.
----------------------------------------------------------------------------------------------------------------


[[Page 95526]]


                                      Corporate Organization Master Table *
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
CO.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
CO.2........  Entity identifier.  888888888.........  Provide unique      Varchar(50).......  Should be unique
                                                       identifier. Use                         across all
                                                       LEI if available.                       records entities.
                                                       Information
                                                       needed to
                                                       identify entity.
CO.3........  Has LEI been used   Y/N...............  Specify whether     Char(1)...........  Should be ``Y'' or
               for entity                              the entity                              ``N''.
               identifier?                             identifier
                                                       provided is an
                                                       LEI.
CO.4........  Legal name of       John Doe & Co.....  Provide legal name  Varchar(200)......
               entity.                                 of entity.
CO.5........  Immediate parent    77777777..........  Use LEI if          Varchar(50).......
               entity identifier.                      available.
                                                       Information
                                                       needed to
                                                       complete org
                                                       structure.
CO.6........  Has LEI been used   Y/N...............  Specify whether     Char(1)...........  Should be ``Y'' or
               for immediate                           the immediate                           ``N''.
               parent entity                           parent entity
               identifier?.                            identifier
                                                       provided is an
                                                       LEI.
CO.7........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               immediate parent                        to complete org
               entity.                                 structure.
CO.8........  Percentage          100.00............  Information needed  Num (5,2).........
               ownership of                            to complete org
               immediate parent                        structure.
               entity in the
               entity.
CO.9........  Entity type.......  Subsidiary,         Information needed  Varchar(50).......
                                   foreign branch,     to complete org
                                   foreign division.   structure.
CO.10.......  Domicile..........  New York, New York  Enter as city,      Varchar(50).......
                                                       state or city,
                                                       foreign country.
CO.11.......  Jurisdiction under  New York..........  Enter as state or   Varchar(50).......
               which                                   foreign
               incorporated or                         jurisdiction.
               organized.
----------------------------------------------------------------------------------------------------------------
* Foreign branches and divisions shall be separately identified to the extent they are identified in an entity's
  reports to its PFRAs.


                                            Counterparty Master Table
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
CP.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
CP.2........  Counterparty        888888888.........  Use LEI if          Varchar(50).......
               identifier.                             counterparty has
                                                       one. Should be
                                                       used consistently
                                                       across all
                                                       records entities
                                                       within a
                                                       corporate group.
                                                       The counterparty
                                                       identifier shall
                                                       be the global
                                                       legal entity
                                                       identifier if one
                                                       has been issued
                                                       to the entity. If
                                                       a counterparty
                                                       transacts with
                                                       the records
                                                       entity through
                                                       one or more
                                                       separate foreign
                                                       branches or
                                                       divisions and any
                                                       such branch or
                                                       division does not
                                                       have its own
                                                       unique global
                                                       legal entity
                                                       identifier, the
                                                       records entity
                                                       must include
                                                       additional
                                                       identifiers, as
                                                       appropriate to
                                                       enable the FDIC
                                                       to aggregate or
                                                       disaggregate the
                                                       data for each
                                                       counterparty and
                                                       for each entity
                                                       with the same
                                                       ultimate parent
                                                       entity as the
                                                       counterparty.
CP.3........  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for counterparty                        the counterparty                        ``N''.
               identifier?                             identifier is an
                                                       LEI.
CP.4........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               counterparty.                           to identify and,
                                                       if necessary,
                                                       communicate with
                                                       counterparty.

[[Page 95527]]

 
CP.5........  Domicile..........  New York, New York  Enter as city,      Varchar(50).......
                                                       state or city,
                                                       foreign country.
CP.6........  Jurisdiction under  New York..........  Enter as state or   Varchar(50).......
               which                                   foreign
               incorporated or                         jurisdiction.
               organized.
CP.7........  Immediate parent    77777777..........  Provide an          Varchar(50).......
               entity identifier.                      identifier for
                                                       the parent entity
                                                       that directly
                                                       controls the
                                                       counterparty. Use
                                                       LEI if immediate
                                                       parent entity has
                                                       one.
CP.8........  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for immediate                           the immediate                           ``N''.
               parent entity                           parent entity
               identifier?                             identifier is an
                                                       LEI.
CP.9........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               immediate parent                        to identify and,
               entity.                                 if necessary,
                                                       communicate with
                                                       counterparty.
CP.10.......  Ultimate parent     666666666.........  Provide an          Varchar(50).......
               entity identifier.                      identifier for
                                                       the parent entity
                                                       that is a member
                                                       of the corporate
                                                       group of the
                                                       counterparty that
                                                       is not controlled
                                                       by another
                                                       entity.
                                                       Information
                                                       needed to
                                                       identify
                                                       counterparty. Use
                                                       LEI if ultimate
                                                       parent entity has
                                                       one.
CP.11.......  Has LEI been used   Y/N...............  Indicate whether    Char(1)...........  Should be ``Y'' or
               for ultimate                            the ultimate                            ``N''.
               parent entity                           parent entity
               identifier?                             identifier is an
                                                       LEI.
CP.12.......  Legal name of       John Doe & Co.....  Information needed  Varchar(100)......
               ultimate parent                         to identify and,
               entity.                                 if necessary,
                                                       communicate with
                                                       Counterparty.
----------------------------------------------------------------------------------------------------------------


                                          Booking Location Master Table
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
BL.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
BL.2........  Records entity      999999999.........  Provide LEI.......  Varchar(50).......  Should be a valid
               identifier.                                                                     entry in the
                                                                                               Corporate Org
                                                                                               Master Table.
BL.3........  Internal booking    New York, New York  Provide office      Varchar(50).......
               location                                where the
               identifier.                             position is
                                                       booked.
                                                       Information
                                                       needed to
                                                       determine the
                                                       headquarters or
                                                       branch where the
                                                       position is
                                                       booked, including
                                                       the system on
                                                       which the trade
                                                       is booked, as
                                                       well as the
                                                       system on which
                                                       the trade is
                                                       settled.
BL.4........  Unique booking      xxxxxx............  Provide unit or     Varchar(50).......
               unit or desk                            desk at which the
               identifier.                             position is
                                                       booked.
                                                       Information
                                                       needed to help
                                                       determine purpose
                                                       of position.
BL.5........  Unique booking      North American      Additional          Varchar(50).......
               unit or desk        trading desk.       information to
               description.                            help determine
                                                       purpose of
                                                       position.
BL.6........  Booking unit or     1-999-999-9999....  Information needed  Varchar(50).......
               desk contact--                          to communicate
               phone.                                  with the booking
                                                       unit or desk.
BL.7........  Booking unit or     Desk@Desk.com.....  Information needed  Varchar(100)......
               desk contact--                          to communicate
               email.                                  with the booking
                                                       unit or desk.
----------------------------------------------------------------------------------------------------------------


[[Page 95528]]


                                         Safekeeping Agent Master Table
----------------------------------------------------------------------------------------------------------------
                                                       Instructions and
                     Field              Example        data application           Def             Validation
----------------------------------------------------------------------------------------------------------------
SA.1........  As of date........  2015-01-05........  Data extraction     YYYY-MM-DD........
                                                       date.
SA.2........  Safekeeping agent   888888888.........  Provide an          Varchar(50).......
               identifier.                             identifier for
                                                       the safekeeping
                                                       agent. Use LEI if
                                                       safekeeping agent
                                                       has one.
SA.3........  Legal name of       John Doe & Co.....  Information needed  Varchar(200)......
               safekeeping agent.                      to identify and,
                                                       if necessary,
                                                       communicate with
                                                       the safekeeping
                                                       agent.
SA.4........  Point of contact--  John Doe..........  Information needed  Varchar(200)......
               name.                                   to identify and,
                                                       if necessary,
                                                       communicate with
                                                       the safekeeping
                                                       agent.
SA.5........  Point of contact--  123 Main St, City,  Information needed  Varchar(100)......
               address.            State Zip Code.     to identify and,
                                                       if necessary,
                                                       communicate with
                                                       the safekeeping
                                                       agent.
SA.6........  Point of contact--  1-999-999-9999....  Information needed  Varchar(50).......
               phone.                                  to identify and,
                                                       if necessary,
                                                       communicate with
                                                       the safekeeping
                                                       agent.
SA.7........  Point of contact--  Jdoe@JohnDoe.com..  Information needed  Varchar(100)......
               email.                                  to identify and,
                                                       if necessary,
                                                       communicate with
                                                       the safekeeping
                                                       agent.
----------------------------------------------------------------------------------------------------------------


                                               Details of Formats
----------------------------------------------------------------------------------------------------------------
                Format                     Content in brief      Additional explanation          Examples
----------------------------------------------------------------------------------------------------------------
YYYY-MM-DD...........................  Date...................  YYYY = four digit date,  2015-11-12.
                                                                 MM = 2 digit month, DD
                                                                 = 2 digit date.
Num (25,5)...........................  Up to 25 numerical       Up to 20 numerical       1352.67.
                                        characters including 5   characters before the   12345678901234567890.12
                                        decimals.                decimal point and up     345.
                                                                 to 5 numerical          0.
                                                                 characters after the    -20000.25.
                                                                 decimal point. The dot  -0.257.
                                                                 character is used to
                                                                 separate decimals.
Char(3)..............................  3 alphanumeric           The length is fixed at   USD.
                                        characters.              3 alphanumeric          X1X.
                                                                 characters.             999.
Varchar(25)..........................  Up to 25 alphanumeric    The length is not fixed  asgaGEH3268EFdsagtTRCF5
                                        characters.              but limited at up to     43.
                                                                 25 alphanumeric
                                                                 characters.
----------------------------------------------------------------------------------------------------------------


    Dated at Washington, DC, this 13th day of December 2016.

    By order of the Board of Directors.

Federal Deposit Insurance Corporation.
Valerie J. Best,
Assistant Executive Secretary.
[FR Doc. 2016-30734 Filed 12-27-16; 8:45 am]
 BILLING CODE 6714-01-P