Recordkeeping Requirements for Qualified Financial Contracts, 35584-35618 [2017-15488]

Agencies

• FEDERAL DEPOSIT INSURANCE CORPORATION

[Federal Register Volume 82, Number 145 (Monday, July 31, 2017)]
[Rules and Regulations]
[Pages 35584-35618]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-15488]



[[Page 35583]]

Vol. 82

Monday,

No. 145

July 31, 2017

Part II





Federal Deposit Insurance Corporation





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12 CFR Part 371





Recordkeeping Requirements for Qualified Financial Contracts; Rule

Federal Register / Vol. 82 , No. 145 / Monday, July 31, 2017 / Rules 
and Regulations

[[Page 35584]]


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FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Part 371

RIN 3064-AE54


Recordkeeping Requirements for Qualified Financial Contracts

AGENCY: Federal Deposit Insurance Corporation (FDIC).

ACTION: Final rule.

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SUMMARY: The FDIC is amending 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 final rule augments 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 consolidated 
affiliate of a member of a corporate group one or more members of which 
are 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, adds and deletes a limited number of data requirements 
and makes certain formatting changes with respect to the QFC 
recordkeeping requirements; requires full scope entities to keep QFC 
records of certain of their subsidiaries; provides an exemption 
process; and includes certain other changes, including changes that 
provide additional time for certain IDIs in a troubled condition to 
comply with the regulations.

DATES: Effective October 1, 2017.

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) 858-8224; George C. Alexander, Assistant Director, 
(571) 858-8182.

SUPPLEMENTARY INFORMATION:

I. Policy Objectives
II. Background
    A. Overview
    B. Notice of Proposed Rulemaking
    C. Comment Received
III. The Final 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. Exemptions
    6. Transition for Existing Records Entities
    7. Enforcement Actions
    8. Appendix A
    9. Appendix B
IV. Expected Effects
    A. Limited Scope Entities
    B. Full Scope Entities
    C. All Covered Entities
V. Alternatives Considered
VI. Regulatory Process
    A. Paperwork Reduction Act
    B. Regulatory Flexibility Act
    C. The Treasury and General Government Appropriations Act, 1999
    D. Small Business Regulatory Enforcement Act
    E. Riegle Community Development and Regulatory Improvement Act
    F. Plain Language

I. Policy Objectives

    This final rule (the ``final rule'') enhances and updates 
recordkeeping requirements as to QFCs of IDIs in troubled condition in 
order to facilitate the orderly resolution of IDIs with QFC portfolios. 
The final rule revises the format of records required to be maintained 
in order to provide more ready access to expanded QFC portfolio data. 
Additionally, the final rule requires that more comprehensive 
information be maintained to facilitate the FDIC's understanding of 
complex QFC portfolios of IDIs in receivership. The changes to both the 
formatting and the quantity of information will 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 will 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 and one-half 
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 is evident.
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    \1\ 12 CFR part 371.
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    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 Federal 
Deposit Insurance Act (``FDIA'') \3\ 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.
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    \2\ 12 U.S.C. 5301 et seq.
    \3\ 12 U.S.C. 1811 et seq.
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    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 companies and their U.S. subsidiaries 
(other than IDIs, certain IDI subsidiaries and insurance companies) to 
maintain QFC recordkeeping systems.\4\ 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, reflected in this final 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.
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    \4\ 31 CFR part 148.
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    The final rule harmonizes the recordkeeping requirements under Part 
371 for large IDIs and IDIs that are consolidated affiliates of 
financial companies subject to Part 148 with the recordkeeping 
requirements of Part 148. The harmonization with Part 148 for all of 
these IDIs supports the policy objective of enabling the FDIC to make 
judicious QFC transfer decisions. In the case of an IDI that is a 
member of a corporate group subject to Part 148, it will enable the 
FDIC, as receiver of the

[[Page 35585]]

IDI, 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 will also reduce 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

A. Overview

    The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 
\5\ 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 specified information 
relating to QFCs to which they are party in a format acceptable to the 
FDIC. 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.\6\ 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.'' \7\ 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.
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    \5\ Pub. L. 109-8, 119 Stat. 23.
    \6\ 73 FR 78162, 78163 (December 22, 2008).
    \7\ Id.
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    In the eight and one-half 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 recordkeeping 
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 is 
expected to 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 \8\ for an IDI under the FDIA.
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    \8\ 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.
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B. Notice of Proposed Rulemaking

    On December 28, 2016, the FDIC published a notice of proposed 
rulemaking (the ``NPR''), which proposed to amend and restate Part 371 
in its entirety. As proposed in the NPR, the rule (as so proposed, the 
``proposed rule'') required full scope entities to maintain 
substantially all of the data mandated by part 148. Additions to the 
recordkeeping requirements for other IDIs were more limited. The 
proposed rule would have required all IDIs to maintain records in the 
revised format set forth in the appendices to the proposed rule. The 
proposed rule also would have eliminated two data points from the 
recordkeeping requirements.

C. Comment Received

    The FDIC received one comment letter, submitted by two industry 
trade associations, in response to the NPR. The letter (the ``TCH/SIFMA 
Letter'') was strongly supportive of the proposal to harmonize the 
recordkeeping requirements applicable to full scope entity IDIs under 
Part 371 with the recordkeeping requirements under Part 148 applicable 
to other entities in the same corporate group and stated that ``[s]uch 
harmonization is important as a matter of sound policy and as a 
practical matter for our members.'' \9\
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    \9\ Letter dated February 27, 2017 from The Clearing House 
Association LLC (``TCH'') and the Securities Industry and Financial 
Markets Association (``SIFMA''), pp. 1-2.
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    The TCH/SIFMA Letter also suggested that several changes be made to 
the proposed rule. The final rule reflects acceptance of many of these 
proposed changes, as discussed in more detail below. The changes 
reflected in the final rule include the addition of an exemption 
process to Part 371; an increase in the ceiling, from 19 QFC positons 
to 50 QFC positions, for applicability of the de minimis exception to 
the requirement that records be kept electronically; an exclusion, from 
the scope of reportable subsidiaries, for subsidiaries that are 
organized under foreign law and for unconsolidated subsidiaries; for 
certain IDIs that are maintaining records in accordance with Part 371 
on the effective date of the final rule and have one or more affiliates 
that are members of a corporate group required to comply with Part 148, 
an extension of the date on which the IDI is required to comply with 
Part 371, as revised by the final rule, until the first date on which 
any such affiliate is scheduled to comply with Part 148; and the 
addition of a consolidation criterion for determining which entities 
are treated as full scope entities solely because they have an 
affiliate that is a member of a corporate group with at least one 
member subject to Part 148.
1. Exemptions
    In furtherance of the harmonization of Part 371 with Part 148, the 
TCH/SIFMA

[[Page 35586]]

Letter proposed that any full or partial exemption that is granted to 
an affiliate of an IDI under Part 148 or that is made generally 
applicable under Part 148 automatically apply to the IDI if it becomes 
subject to Part 371, unless such applicability is expressly prohibited 
by the FDIC. The FDIC agrees that harmonizing Part 371 and Part 148, 
where prudent, is of major importance so that, in complying with Part 
371, an IDI can utilize the same systems built by its affiliates in 
order to comply with Part 148. However, the FDIC does not believe that 
it is appropriate for an exemption granted by a different governmental 
entity under a different set of regulations to be automatically 
applicable to the FDIC's requirements under Part 371 absent action by 
the FDIC. In this connection, the FDIC notes that unlike Part 148, 
which applies to financial companies within its scope regardless of 
their financial condition, Part 371 only applies to an IDI when it is 
in troubled condition. Therefore, Part 371 often becomes applicable at 
a time when failure of the IDI is more than merely a distant 
theoretical possibility and when certain data that may be exempted 
under Part 148 due to its perceived burdensomeness for a healthy 
company may be quite relevant to the FDIC as receiver of an IDI.
    The TCH/SIFMA Letter also suggested that the final rule include an 
exemption process for IDIs. This would enable the FDIC to provide 
exemptions that are the same or similar to those provided under Part 
148 if requested by an IDI, if the FDIC deems it prudent to grant the 
exemption. As the letter notes, the FDIC will have reviewed exemption 
requests under Part 148 and thus should be able to quickly respond to 
exemption requests under Part 371. An exemption provision would also 
enable the FDIC to grant other exemptions that it deems appropriate. 
The FDIC has determined that an exemption process would be a useful 
addition and the final rule provides an exemption process.
2. IDIs With Minimal QFC Portfolios
    The TCH/SIFMA Letter proposed that the final rule adopt a de 
minimis exception parallel to that contained in Part 148. Under Part 
148, an entity with 50 or fewer QFC positions is relieved of all 
recordkeeping requirements other than the requirement to maintain the 
documents governing the QFCs. Under the proposed rule (as under Current 
Part 371), the requirement to maintain QFC records in electronic form 
is inapplicable to entities with less than 20 QFC positions, provided 
that the required QFC data is maintained in a manner that is capable of 
being updated on a daily basis.
    As noted above, because Part 371 applies only to institutions in 
troubled condition, the Part 371 recordkeeping requirements are 
applicable when an IDI failure may be imminent and, thus, the FDIC as 
receiver may need to quickly make decisions as to whether to retain or 
transfer the IDI's QFCs. As a result, unlike Part 148, the de minimis 
exception under Current Part 371 has always required the maintenance of 
all data that is required to be maintained by Current Part 371, and was 
not designed to provide, and does not provide, a general exemption from 
the scope of recordkeeping. Accordingly, the final rule does not reduce 
the scope of records required of institutions with small QFC 
portfolios. However, upon consideration of the letter's suggestions, 
the FDIC agrees that the de minimis exception from electronic 
recordkeeping can be safely increased to 50 QFC positions and the final 
rule reflects this change.
3. Definition of Full Scope Entity
    The TCH/SIFMA Letter noted that unlike Part 148, the proposed rule 
included as full scope entities IDIs with $50 billion or more in total 
assets, without regard to the scope of their QFC activities, and 
proposed that a QFC activity filter be added to the final rule. The 
FDIC believes that this comment does not take into account the 
different statutory bases for Part 148 and Part 371. The statute 
authorizing Part 148 expressly requires that the regulations 
differentiate, as appropriate, among financial companies by taking into 
consideration, among other factors, the ``frequency and dollar amount 
of qualified financial contracts.'' \10\ The statute authorizing Part 
371, on the other hand, authorizes recordkeeping requirements for IDIs 
in troubled condition, without regard to other factors.\11\ This 
difference reflects the fact that the burden of recordkeeping under 
Part 148 is imposed regardless of the condition of the Part 148 subject 
entities and is intended to protect the financial stability of the 
United States which, necessarily, requires considerations that relate 
to interconnectedness to the U.S. financial system.
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    \10\ 12 U.S.C. 5390(c)(8)(H).
    \11\ 12 U.S.C. 1821(e)(8)(H).
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4. Recordkeeping for QFCs of Certain IDI Subsidiaries
    The TCH/SIFMA Letter asserted that the proposed rule's requirement 
that full scope entities maintain records relating to QFCs of certain 
of their subsidiaries (the ``reportable subsidiaries'') exceeds the 
FDIC's authority. However, the letter acknowledges that Current Part 
371 requires some information as to affiliates of an IDI where such 
affiliates are party to QFCs which are governed by a master agreement 
that also governs QFCs of the IDI, and argues that information 
collected as to reportable subsidiaries of an IDI under the final rule 
should be limited to this information. Alternatively, the TCH/SIFMA 
Letter argues that even if obtaining information as to subsidiaries is 
within the FDIC's authority, the scope of reportable subsidiaries 
should be limited to consolidated subsidiaries organized within the 
United States.
    Contrary to the assertion in the TCH/SIFMA Letter, the FDIA 
Recordkeeping Provisions contains sufficient authorization for the FDIC 
to require an IDI to maintain records as to QFCs of its subsidiaries. 
The statute provides that the FDIC may prescribe regulations requiring 
recordkeeping by any IDI with respect to QFCs, and does not limit this 
authorization to QFCs of the IDI. Moreover, as noted in the letter, 
since its adoption Current Part 371 has required certain information as 
to affiliates (including subsidiaries) of IDIs.
    The TCH/SIFMA Letter also asserted that (i) the benefits to the 
FDIC of having subsidiary information available to it as receiver of an 
IDI is not a proper basis for the burden imposed by requiring that an 
IDI in troubled condition provide QFC information as to its 
subsidiaries and (ii) such information would be of importance to the 
FDIC only if it could be appointed receiver for an IDI subsidiary. The 
FDIC disagrees with these assertions. As discussed in the NPR, 
requiring data as to QFCs of reportable subsidiaries can be of major 
importance to the FDIC in providing the FDIC with a more comprehensive 
understanding of the QFC exposure of the group. Since many QFCs include 
cross-default clauses that may be triggered by the appointment of the 
FDIC as receiver for an IDI, QFCs of subsidiaries may be terminated by 
counterparties unless the FDIC has the opportunity to negotiate with 
the subsidiary's counterparties to attempt to keep the QFCs in place. 
If the QFCs are important to the subsidiary, such action may be 
important to preserving the value of the IDI's ownership interest in 
the subsidiary. Further, if the FDIC establishes a bridge bank for the 
IDI, information as to subsidiary QFC positions will enable the 
receiver to evaluate overall exposure to particular counterparty 
groups, which may be a necessary factor in determining whether to 
transfer QFCs of the IDI to the bridge

[[Page 35587]]

bank, particularly if the receiver plans to transfer to the bridge bank 
the IDI's ownership interest in the subsidiary.
    The TCH/SIFMA Letter also argued that if the final rule retains the 
requirement for IDIs to maintain records of reportable subsidiary QFCs, 
subsidiaries that are organized outside of the U.S. and subsidiaries 
that are not consolidated with the IDI under generally accepted 
accounting principles should be excluded.
    The letter argued that it would be inappropriate for Part 371 to 
require information as to foreign subsidiaries when Part 148 excludes 
such companies. This argument fails to take account of the difference 
between the authorizing statutes for Part 148 and Part 371. The 
authority for recordkeeping granted under Part 148 is limited to 
records of companies organized under federal or state law. There is no 
such limit on recordkeeping under the Part 371 authorizing statute. 
However, because corporate groups that are subject to Part 148 will not 
have developed systems for Part 148 reporting of QFCs of foreign 
subsidiaries it is possible that imposing this requirement in Part 371 
on IDI subsidiaries could result in significant costs to the IDI or the 
corporate group and, accordingly, the FDIC has determined to exclude 
such companies from the final rule. In excluding such subsidiaries from 
the definition of records entity, however, the FDIC is not relaxing the 
requirement that an IDI report QFCs between the IDI (or any reportable 
subsidiary of the IDI) and any of the IDI's foreign subsidiaries or 
branches (or between any reportable subsidiary and any foreign 
subsidiary or foreign branch of the reportable subsidiary).
    In addition, because it is less likely that QFC positions of 
subsidiaries that are not consolidated with an IDI would be relevant to 
the determination of whether to transfer ownership interests in such 
subsidiaries to a bridge bank or determinations as to overall exposure 
to particular counterparties, the FDIC has determined to limit 
reportable subsidiaries to subsidiaries which are consolidated with an 
IDI under generally accepted accounting principles or other applicable 
accounting standards.
5. Time Period for Compliance With Final Rule
    The TCH/SIFMA Letter states that certain IDIs may need more than 
the 270 day period set forth in the proposed rule in order to effect 
compliance with the final rule. While past experience of the FDIC 
indicates that large institutions should be able to comply with the 
rule in this period, even after taking into account the increased 
recordkeeping requirements included in the rule, the final rule 
authorizes the FDIC to grant one or more extensions of time for 
compliance for IDIs that request the extension in accordance with the 
final rule. This extension process has been successfully used by IDIs 
heretofore subject to Current Part 371.
    The fact that, as noted in the TCH/SIFMA Letter, Part 148 provides 
more time for compliance is not persuasive to the FDIC, especially 
since IDIs that are subject to Part 371 are only those in troubled 
condition and, thus, are institutions from which information may be 
needed quickly.
6. Other Comments
    The TCH/SIFMA Letter includes several other comments. The first is 
that the FDIC should develop a comprehensive analysis of the costs of 
the proposed rule as compared to the benefits to the FDIC of the 
information. The NPR, as well as the final rule, reflects just such an 
analysis. Costs determined from such analysis are reflected in the 
Sections titled ``IV. Expected Effects'' and ``VI. Regulatory Process, 
B. Regulatory Flexibility Act'' below. The benefits to the FDIC--which 
include the ability to quickly obtain information as to QFCs in order 
that the FDIC can make informed decisions as to whether to transfer 
QFCs and thus protect the Deposit Insurance Fund--are discussed 
throughout this Supplementary Information.
    The letter also suggested that the FDIC consider, for IDIs that 
have been required to comply with Current Part 371, the costs of 
modifying existing systems to comply with the data requirements of the 
final rule and determine whether the systems that the IDIs have already 
developed are sufficient to meet the FDIC's needs. The FDIC has 
carefully considered this issue. In formulating the data tables for 
full scope entities, the FDIC replicated the Part 148 data tables and, 
with very limited exceptions, the final tables for full scope entities 
under Part 371 are identical to the Part 148 data tables. Thus, if the 
information technology systems necessary for affiliates of an IDI 
subject to Part 371 to comply with Part 148 have been constructed at 
the time the IDI is required to comply with the final rule, the IDI 
should be able to use those information technology systems in creating 
the recordkeeping systems necessary to comply with Part 371 and thus 
significantly reduce its costs of compliance with Part 371. 
Accordingly, the final rule has been revised to delay the compliance 
date for any full scope entity that has a consolidated affiliate that 
is a member of a corporate group with at least one member subject to 
Part 148 (any such full scope entity, a ``Part 148 affiliate'') until 
the scheduled Part 148 compliance date.\12\ The rule has not been 
revised for full scope entities already subject to Part 371 that are 
not Part 148 affiliates because, if any such full scope entity exists 
on the effective date, the FDIC does not believe that there will be 
significant modification costs for it. In addition, no modification has 
been made for IDIs that are Part 148 affiliates but not subject to Part 
371 immediately prior to the effective date of the final rule, because, 
unlike IDIs subject to Current Part 371, which will be required to 
continue to provide data under Current Part 371 until they comply with 
the final rule, there will be no Part 371 data (whether under Current 
Part 371 or otherwise) available from these IDIs until compliance with 
the final rule. Finally, no modification has been made for limited 
scope entities currently subject to Part 371 because no such entities 
have significant QFC portfolios.
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    \12\ No change has been made to the compliance date for IDIs 
whose affiliates are required to comply under Sec.  
148.1(d)(1)(i)(A), since that compliance date is at or about the 
same compliance date that applies under Part 371 under the general 
270 day compliance period requirement.
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    In addition, in order to further limit costs of compliance with the 
final rule, the FDIC has added a consolidation criterion to the 
definition of Part 148 affiliate. As a result, an IDI with less than 
$50 billion in total consolidated assets that is an affiliate of an 
entity that is a member of a corporate group with one or more members 
subject to Part 148 will not constitute a full scope entity unless, in 
accordance with generally accepted accounting principles or other 
applicable accounting standards, the IDI consolidates, or is 
consolidated with or by, one of the members of the group.
    The TCH/SIFMA Letter also argued that the proposed scope of QFCs to 
be subject to the final rule was too broad, and mentioned, as an 
example, short-dated cash transactions, exchange traded products, spot 
foreign exchange transactions and transactions with retail customers. 
This comment has little relation to this rulemaking, which effects 
limited changes to the amount and format of data required by Part 371, 
but does not re-define the term QFC or in any other way modify the 
scope of products covered by Part 371. In any event, as the FDIA 
defines ``qualified financial contract'' and requires that the FDIC as 
receiver treat all QFCs between a failed IDI and its counterparty and 
its

[[Page 35588]]

counterparty's affiliates in the same manner,\13\ it would be 
inappropriate to exclude any categories of QFCs from the regulation. In 
this regard, however, as discussed above, the final rule includes a 
process for IDIs to obtain exemptions from aspects of the final rule 
and the FDIC encourages entities that believe that the maintenance of 
data as to certain types of QFCs is overly burdensome in comparison to 
the benefits to be obtained from such data to seek targeted exemptions 
from the rule.
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    \13\ See 12 U.S.C. 1821(e)(8), (9), and (10).
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    The letter also suggested that affiliates of counterparties be 
defined using a consolidation standard rather than the Bank Holding 
Company Act definition because it may be difficult for an IDI to obtain 
data as to non-consolidated counterparty affiliates. Because the 
statutory provisions governing the FDIC's duties as to QFCs of a 
counterparty's affiliates use the Bank Holding Company definition of 
affiliate,\14\ the FDIC will need to be able to identify all 
affiliates, as so defined.\15\ Accordingly, this proposal was rejected. 
As an alternative, the TCH/SIFMA Letter urges that the amount of 
information required to be maintained for counterparties be limited. 
The FDIC cannot agree to this proposal as it worked with the Treasury 
Department to limit to the maximum reasonably feasible extent the 
information required under Part 148 as to counterparties and their 
affiliates and the final rule requires the same information.
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    \14\ See 12 U.S.C. 1813(w).
    \15\ Moreover, this definition of affiliate is used under 
Current Part 371.
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    The TCH/SIFMA Letter also asked that the FDIC consider proposals 
included in an attachment to the letter that is a copy of the comment 
letter submitted by TCH and SIFMA with respect to Part 148 as initially 
proposed. Many of these proposals are inapplicable to Part 371 and 
others were reflected in the proposed rule. It is not entirely clear 
which of the other proposals the FDIC is requested to review.
    One of these proposals is that a records entity's guarantees of 
QFCs of non-affiliates be excluded from the scope of the required 
recordkeeping. Because the FDIA includes, as QFCs, guarantees of QFCs, 
whether or not an affiliate is a party to the underlying QFC, the FDIC 
has not accepted this suggestion.
    The TCH/SIFMA Letter also suggested that operational and business 
level details, such as trading desk identifiers, points of contact and 
certain other information be omitted from the required data. While 
certain of the information mentioned in the letter was not required by 
the proposed rule (and is not required by the final rule), desk 
identifiers and points of contact were included in the proposed rule 
and continue to be required by the final rule, because this data is 
expected to help enable the FDIC to find personnel at an IDI who are 
familiar with particular QFCs and obtain any needed additional 
information from such personnel. A point of contact is necessary during 
the phase when an IDI is required to establish its recordkeeping 
systems so that the FDIC will know whom to contact in order to ensure 
an IDI is proceeding promptly to establish a conforming recordkeeping 
system.
    The TCH/SIFMA Letter also expressed concern that certain data 
fields may not be applicable to certain types of QFCs and recommend 
that the rule specifically allow a records entity to use discretion 
when reporting such data fields. It has been the FDIC's experience in 
implementing Part 371 that questions of this nature are resolved by the 
IDI and the FDIC during the compliance process and, accordingly, such a 
change to the rule is not necessary.

III. The Final Rule

A. Summary

    The final rule amends and restates Part 371 in its entirety. The 
final rule requires full scope entities to maintain the full complement 
of data required by Part 148.\16\ The data tables required for full 
scope entities are substantially identical to those required by Part 
148. Full scope entities include IDIs with total consolidated assets of 
$50 billion or more as well as Part 148 affiliates. The additional data 
with respect to credit support and collateral, among other items, will 
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 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 under the 
final rule is the same information technology infrastructure that the 
corporate group would need to construct in order to comply with Part 
148.
---------------------------------------------------------------------------

    \16\ One data row, relating to the status of non-reporting 
subsidiaries under the provisions of Part 148, has been omitted from 
the tables for full scope entities.
---------------------------------------------------------------------------

    The FDIC has decided that the $50 billion total consolidated asset 
threshold for full scope entities is appropriate for several reasons. 
Institutions of this size 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 
\17\ 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 \18\ 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.\19\ Part 148 also uses a $50 billion 
threshold.\20\ 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.
---------------------------------------------------------------------------

    \17\ 12 CFR 360.10.
    \18\ 12 U.S.C. 5365(a).
    \19\ See Financial Stability Oversight Council Guidance for 
Nonbank Financial Company Determinations, 12 CFR part 1310, app. A., 
III.a.
    \20\ $50 billion is also one of the thresholds used in the OCC 
guidelines establishing heightened standards for certain large IDIs 
and standards for recovery planning by certain large IDIs. See 12 
CFR part 30, App. D-E. 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 (Sept. 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 final rule makes only limited additions to the data required 
under

[[Page 35589]]

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 final 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 an extensive QFC portfolio, that is 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 371 are substantively changed 
by the final rule. The changes include the following: (i) The 
recordkeeping requirements for full scope entities are expanded; (ii) 
full scope entities are required to keep records on the QFC activity of 
certain of their subsidiaries; (iii) the required format for QFC 
records for limited scope entities is revised and a limited number of 
additional data fields are added for these IDIs; (iv) the length of 
time that certain IDIs have to comply with the rule is increased; (v) 
an exemption process has been added; (vi) changes are made to the 
process for obtaining extensions and to the permitted duration of 
extensions for certain types of IDIs; (vi) the ceiling for 
applicability of the de minimis exception to the electronic 
recordkeeping requirement has been increased; (vii) clarifications were 
made relating to records access requirements; and (viii) certain other 
changes relating to transition and other matters are made.

B. Section-by-Section Analysis

1. Scope, Purpose, and Compliance Dates
    Section 371.1 sets forth the scope and purpose of the final 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--is the same as under 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 final rule provides 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 final rule includes a requirement that an 
IDI receive notification from the FDIC that it is subject to Part 371 
in order to ensure an orderly administration of Part 371 by the FDIC.
    Section 371.1(c)(1) of the final rule requires 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 final rule clarifies 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 final rule sets 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 Sec.  371.1(c)(2)(i) of the final rule all IDIs, except for 
an IDI that is an accelerated records entity (as defined in the next 
paragraph) and IDIs that are subject to Part 371 before the effective 
date of the final rule, are required to comply with Part 371 within 270 
days of becoming a records entity. In addition, Sec.  371.1(d)(1) of 
the final rule authorizes the FDIC to provide extensions of up to 120 
days to records entities other than accelerated records entities. These 
changes will reduce or eliminate the need for repeated extensions for 
IDIs that are not accelerated records entities and thus 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 accelerated records entities, accelerated records 
entities remain subject to a 60-day compliance period and extensions 
for such entities are limited to 30 days. The 270-day compliance period 
with extensions of up to 120 days is applicable to other records 
entities because those entities do not pose the same near-term failure 
risk as accelerated records entities. The final rule, under Sec.  
371.1(c)(2)(iii), specifies that if a records entity that was not 
initially an accelerated records entity becomes an accelerated records 
entity, the entity will 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 final rule retains 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 final rule expressly requires 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 final rule 
adds new definitions that reflect changes to the substantive 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 provides 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 includes 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

[[Page 35590]]

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. This definition 
applies only for purposes of Part 371.
    The final rule makes no change to the definition of troubled 
condition under Current Part 371. The FDIC notes that for purposes of 
Part 371 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,\21\ 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 for purposes of Part 371 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 
Institution Rating System.\22\ For instance, under the final rule 
definition, 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 might fall within the scope of orders or 
agreements that require action to improve the financial condition of 
the IDI within the meaning of the final rule. 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.
---------------------------------------------------------------------------

    \21\ 12 CFR 371.2(f)(3) (2016).
    \22\ See 62 FR 752 (Jan. 6, 1997).
---------------------------------------------------------------------------

    As discussed previously, the final rule defines 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 final rule requires different recordkeeping requirements for 
``full scope entities'' and ``limited scope entities,'' and adds 
definitions of those terms for clarity and conciseness. The rule 
defines 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, under generally accepted accounting principles or other 
applicable accounting standards, consolidates, or is consolidated by or 
with (or is required to consolidate or be consolidated by or with), a 
member of a corporate group one or more other members of which are 
required to maintain QFC records pursuant to Part 148.
    The final rule defines a limited scope entity as a records entity 
that is not a full scope entity. As discussed previously, the final 
rule requires full scope entities to keep more detailed QFC records 
than limited scope entities.
    The final rule requires that full scope entities include, among 
other items, records for their reportable subsidiaries. A subsidiary is 
defined to include an entity that is consolidated (or required to be 
consolidated) by another entity on such entity's financial statements 
prepared in accordance with generally accepted accounting principles or 
other applicable accounting standards. A reportable subsidiary is 
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). The 
definition of reportable subsidiary excludes subsidiaries that are not 
incorporated or organized under U.S. federal law or the laws of a state 
(as defined in the final rule). Since QFC data for reportable 
subsidiaries is not required to be maintained under Part 148, requiring 
this information in Part 371 will provide the FDIC as receiver with 
more 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 final rule also adds 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 FDIA.\23\ In addition, the final rule 
defines ``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.
---------------------------------------------------------------------------

    \23\ 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 final rule. These changes are for 
clarity only and are not intended to make substantive changes in the 
meaning of this term.
    The final rule also adds certain terms in order to clarify portions 
of Part 371, including terms used in the new data tables. These terms 
include ``parent entity,'' ``corporate group,'' ``counterparty,'' 
``effective date,'' ``legal entity identifier'' (LEI) and ``state.''
3. Maintenance of Records
    Section 371.3 of the final rule sets forth the requirements for 
maintaining QFC records. As under Current Part 371, paragraph (a) of 
the final rule requires 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 less

[[Page 35591]]

than the minimum number of QFC positions, and that all such records in 
electronic form be updated on a daily basis. The final rule has changed 
the ceiling for qualification for this de minimis exception from 19 QFC 
positions to 50.
    In recognition of the value to the FDIC of consistency of 
recordkeeping through an entire corporate group, the final rule adds 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 requires 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 
final rule clarifies that these updates must be based on the previous 
end-of-day values.
    The final rule requires that a records entity be capable of 
providing the preceding day's end-of-day values to the FDIC no later 
than 7 a.m. (Eastern Time) each day. The 7 a.m. deadline is included in 
light of the limited stay period for transfer of QFCs by the FDIC as 
receiver, which ends at 5 p.m. (Eastern Time) on the business day 
following the date of the appointment of the receiver.\24\ 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.\25\ The 
next-day 7 a.m. deadline is applicable, whether or not the day on which 
access is 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 final rule requires that the IDI 
be capable of providing records on the next day in all circumstances. 
Finally, the final rule extends the 7 a.m. deadline if the FDIC does 
not request access to the records at least eight hours before the 7 
a.m. deadline.
---------------------------------------------------------------------------

    \24\ See 12 U.S.C. 1821(e)(10)(A).
    \25\ See 12 CFR 371.3.
---------------------------------------------------------------------------

    The final rule also adds a new requirement that electronic records 
are 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 final rule adds 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 final rule also changes 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 final rule requires that 
records entities provide the FDIC the name and contact information for 
the person responsible for recordkeeping, and Sec.  371.3(b) requires 
that the FDIC is notified within three business days of any change to 
such information.
    The final rule makes no change to the requirement in Current Part 
371 that a records entity may cease maintaining records one year after 
it is notified that it is no longer in troubled condition. During this 
one-year period, the entity shall continue to be capable of providing 
the records to the FDIC on the same basis that is applicable prior to 
the time it ceased to be in a troubled condition. In addition, as under 
Current Part 371, if a records entity is acquired by or merges with an 
IDI entity that is not in troubled condition, it may cease maintaining 
records following the time it ceases to be a separately insured IDI.
4. Content of Records
    Section 371.4 of the final rule sets 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) requires 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 will 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 final rule requires 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 ``8. Appendix A'' below. Section 371.4(a) gives 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 required to be maintained by 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.
    The final rule also requires 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 is required to be provided 
by the records entity, not the reportable subsidiary. As discussed 
previously, a reportable subsidiary is defined to include a 
consolidated subsidiary of an IDI organized under federal or state law 
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 might 
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 final rule provides requirements for a 
records entity that changes its recordkeeping

[[Page 35592]]

status. It requires 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 final 
rule requires 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 is 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 
final rule requires 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 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, are permitted to apply for extensions of 
time to comply under Sec.  371.1(d).
    The final rule retains the de minimis exception included in Current 
Part 371, but increases the QFC position limit. This provision allows a 
records entity with fewer than 51 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 51 or more QFC positions.
5. Exemptions
    Section 371.5 of the final rule sets forth a process under which an 
IDI subject to Part 371 may request an exemption from one or more of 
the recordkeeping requirements of Part 371. In order to request an 
exemption, the IDI must submit a written request to the Executive 
Secretary of the FDIC referring to Part 371. The request must specify 
the requirements of Part 371 from which the IDI is requesting to be 
exempt and whether the exemption is proposed to relate solely to QFC 
records of the IDI or to records of one or more identified reportable 
subsidiaries, either alone or together with the IDI. The final rule 
requires that the request specify why it would be appropriate for the 
FDIC to grant the exemption and why granting the exemption will not 
impair or impede the FDIC's ability to fulfill statutory obligations 
under 12 U.S.C. 1821(e)(8), (9), or (10), which relate to the treatment 
of QFCs by the FDIC as receiver, or the FDIC's ability to obtain a 
comprehensive understanding of the QFC exposures of the ID and its 
reportable subsidiaries. The final rule also requires a requesting IDI 
to provide any additional information required by the FDIC.
6. Transition for Existing Records Entities
    Section 371.6 of the final rule provides rules for full scope 
entities that are subject to Current Part 371 immediately prior to the 
effective date of the final rule to transition to the new recordkeeping 
requirements included in the final rule. Limited scope entities that 
are subject to Current Part 371 immediately prior to the effective date 
are not 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 will be subject to the new 
recordkeeping requirements.
    Under the final rule, a full scope entity that, immediately prior 
to the effective date of the final rule, is maintaining QFC records in 
accordance with Current Part 371 and is not a Part 148 affiliate 
eligible for delayed compliance (as described in the next sentence), 
will be required to comply with all recordkeeping requirements of Part 
371 within 270 days after the effective date or, in the case of an 
accelerated records entity, 60 days. A Part 148 affiliate, other than a 
Part 148 affiliate that has a corporate group member that is required 
to comply with Part 148 on the first recordkeeping compliance date 
under Part 148 pursuant to 31 CFR 148.1(d)(1)(i)(A), that is 
maintaining QFC records in accordance with Current Part 371 immediately 
prior to the effective date of the final rule is permitted to delay 
compliance until the first date on which any of its affiliates is 
required to comply with Part 148. However, if such Part 148 affiliate 
is an accelerated records entity it must comply within 60 days of the 
effective date. Any full scope records entity benefitting from a 270 
day or longer compliance period discussed above is required to continue 
to maintain the records required by Current Part 371 until it maintains 
the records required by Sec.  371.4(b).
    Additionally, the final 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 final rule requires 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 is 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 completion of the transition, the FDIC will 
have some information on the QFCs of the IDI to use in making its 
transfer determinations. If the transition provisions of the final rule 
gave a full new 270 day period to an IDI already subject to Part 371 
that was not in compliance with Current Part 371, there would be an 
increased risk that the IDI could be placed into receivership prior to 
providing any of the records required by Current Part 371 or the final 
rule.
7. Enforcement Actions
    Section 371.7 of the final rule is unchanged from Sec.  371.5 of 
Current Part 371. It provides that violation of Part 371 will subject a 
records entity to enforcement action under Section 8 of the FDIA (12 
U.S.C. 1818).

[[Page 35593]]

8. Appendix A
    Appendix A of the final rule applies to a records entity that is a 
limited scope entity.\26\ The file structure for Appendix A requires 
two data tables: (1) Table A-1--Position-level data and (2) Table A-2--
Counterparty Netting Set Data. It also requires two master data lookup 
tables: (1) Corporate Organization 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 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.
---------------------------------------------------------------------------

    \26\ 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 requires 
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 Table A-1 to the final rule.
    Specifically, Table A-1 of the final rule makes 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 requires 
that a records entity identifier be provided and Row A1.4 requires use 
of a counterparty identifier. Current Part 371 requires that a records 
entity provide a list of counterparty identifiers, but the new 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, Table A-1 requires that the 
identifier used for records entities as well as counterparties be an 
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. In order for an LEI to be 
properly maintained, it must be kept current and up to date according 
to the standards established by the Global LEI Foundation. Accordingly, 
the use of LEIs in Part 371 will 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.
    New Rows A1.5 and A1.6, which 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 replaces the requirement in Current 
Part 371 that the appendices 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.\27\ 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 require that 
information.
---------------------------------------------------------------------------

    \27\ 12 U.S.C. 1821(e)(8)(D).
---------------------------------------------------------------------------

    Rows A1.19-A1.21 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 require information as to positions of the 
records entity to which the QFC relates. For example, these rows 
indicate if obligations relating to a loan made by the failed IDI are 
being hedged by the QFC.
    Other changes are intended to facilitate the ability of the FDIC to 
electronically identify positions and governing agreements. Rows A1.10-
A1.12 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 adds a requirement that the trade date of a position 
is 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 requires 
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 
will need to be separately reported. Thus, for example, where a single 
master agreement covers both interest rate swaps and forward exchange 
transactions but does not require netting between the swap positions 
and the repo positions, the net exposures of the interest rate swaps 
are required to 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,

[[Page 35594]]

Table A-2 includes new rows that require records entity identifiers, 
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 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 continues to require information as to the net current 
market value of all positions under a netting agreement, but also 
requires that the current market value of all positive positions and 
current market value of all negative positions be separately stated. It 
also changes the manner in which collateral positions are shown. These 
break downs of information will assist the FDIC in its analysis of the 
net overall position.
    Corporate Organization Master Table. The final rule retains the 
requirement of Current Part 371 for complete information regarding the 
organizational structure of the records entity. However, Appendix A 
requires 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.\28\ Thus, an understanding of the relationship of the 
counterparties is critical to the FDIC's function as receiver. Current 
Part 371 requires 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 final rule requires that a 
records entity maintain this information in the form of a counterparty 
organizational master table completed with respect to each counterparty 
of the records entity. The listing on each such table of the immediate 
and ultimate parent entity of the counterparty will enable the FDIC to 
efficiently and reliably identify counterparties that are affiliates of 
each other without requiring full organizational charts of each 
counterparty group.
---------------------------------------------------------------------------

    \28\ 12 U.S.C. 1821(e)(9).
---------------------------------------------------------------------------

9. Appendix B
    Appendix B of the final rule applies 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 requires 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 also requires four master data lookup 
tables: (1) Corporate Organization 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 requires 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 
includes 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 requires data as to the different items of 
collateral that support different netting sets. For each netting set, 
this table requires information as to the original face amount, local 
currency, market value, location and jurisdiction of each item of 
collateral provided. This table also requires 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 will 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. Table A-1 in Appendix B is very similar to Table A-1 in 
Appendix A. In addition to requiring that data be expressed in U.S. 
dollars, the table 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. In addition, it 
requires that the records entity identify itself and its reportable 
subsidiaries by use of the LEI of the records entity or the reportable 
subsidiary (as applicable).
    Table A-2. Table A-2 in Appendix B is very similar to Table A-2 in 
Appendix A. The only added rows 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 requires certain 
additional information regarding each QFC, including internal booking 
location identifiers, and booking unit or desk contact information. 
This information will assist the FDIC in locating personnel at the IDI 
with knowledge of the QFC.
    Safekeeping Agent Master Table. This table provides information as 
to points of contact for each collateral safekeeping agent. This 
information will assist the FDIC in locating personnel at the 
safekeeping agent who are familiar with

[[Page 35595]]

the collateral and the safekeeping arrangements.

IV. Expected Effects

    The FDIC has considered the expected effects of the final rule on 
covered institutions, the financial sector and the U.S. economy. The 
final rule will likely pose some costs for covered institutions, but by 
expanding the QFC recordkeeping requirements for institutions in 
troubled condition the final rule will enable the FDIC to make better 
informed decisions on whether to transfer QFCs of covered institutions 
if they enter into receivership. The final rule also harmonizes the 
scope and format of Part 371's QFC recordkeeping requirements for full 
scope entities with the recordkeeping requirements under Part 148 and 
thereby permits 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 final 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 final 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 final rule will likely result in large implementation costs for 
full scope entities. Significantly more information on QFCs is required 
to be maintained by the final rule relative to Current Part 371, 
including additional information as to collateral, guarantees and 
credit enhancements. The added information will 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 March 31, 2017, based on 
Consolidated Reports of Condition and Income as of that date, there 
were 41 FDIC-insured institutions with consolidated assets of $50 
billion or more. 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 
70 potential full-scope entities. In the event that one of these 
institutions becomes in a troubled condition and becomes subject to 
Part 371, 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 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 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 final rule are assumed to be approximately similar to those 
under Current Part 371. The labor hours necessary to comply with the 
final 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, a significant 
portion of the costs related to complying with the rule should be 
ameliorated for an institution that is a consolidated affiliate of a 
member of a corporate group subject to the Part 148, since the group's 
parent company should have already developed the capacity to meet the 
recordkeeping requirements for Part 148, which cover the same 
information, in the same format, as the final rule.
    Finally, any implementation costs of the final rule are contingent 
upon an entity becoming in a troubled condition and subject to the 
final 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 final rule. It is anticipated that 
the final rule will result in an additional 6,000 labor hours per year 
for covered institutions.\29\ 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 $95.50 per hour 
based on average hourly wage information by occupation from the U.S. 
Department of Labor, Bureau of Labor Statistics.\30\ Therefore the FDIC 
estimates that the final rule will pose approximately $573,000 in 
expected additional compliance costs on average, each year, for full 
scope entities.
---------------------------------------------------------------------------

    \29\ 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.
    \30\ The average hourly wage estimate is derived from May 2016 
Occupational Employment Statistics (OES) from the Bureau of Labor 
Statistics (BLS) for depository credit intermediation occupations. 
The reported hourly wage rates are adjusted for changes in the CPI-U 
between May 2016 and March 2017 (1.86 percent) and grossed up by 
155.3 percent to account for non-monetary compensation as reported 
by the March 2017 Employer Costs for Employee Compensation. Hourly 
wage rates represent the 75th percentile for Legal Occupations 
($136.71), Computer Programmers ($80.49), Computer Systems Analyst 
($86.32), Database Administrators ($92.22), Compliance Officers 
($60.55), Credit Analysts ($72.82), Financial Managers ($104.41), 
and Computer and Information Systems Managers ($130.49).
---------------------------------------------------------------------------

Limited Scope Entities
    The final rule will 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 final 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

[[Page 35596]]

most of the added data elements cover information 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 March 31, 2017 there were 5,824 FDIC-insured institutions 
with total consolidated assets less than $50 billion. Of those 
institutions 2,099 (36.0 percent) reported some amount of QFCs.\31\ To 
estimate the number of institutions affected by the final 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 304 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 110 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 final rule.\32\
---------------------------------------------------------------------------

    \31\ Consolidated Reports of Condition and Income, March 31, 
2017.
    \32\ 2,099 FDIC-insured institutions with total consolidated 
assets of less than $50 billion out of 5,824 reported some volume of 
QFCs on their Consolidated Reports of Condition and Income. 
Therefore it is estimated that 36 percent of the historical average 
annual rate of institutions in a troubled condition had some volume 
of QFCs (304*0.36 = 110).
---------------------------------------------------------------------------

    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 revisions to Part 371. The implementation costs borne by covered 
institutions primarily include costs that would be incurred in order to 
accommodate the 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 final 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 
final rule are 550 hours annually \33\ for limited scope entities that 
are likely to become in a troubled condition.\34\ However, assuming 
that the proportion of limited scope entities that become in a troubled 
condition in future years remains constant, 65 of the 110 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 final 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 final rule 
are difficult to accurately estimate.
---------------------------------------------------------------------------

    \33\ The estimated average annual compliance burden hours for 
limited scope entities is the calculated as 110*5 hours, which 
equals 550 hours.
    \34\ 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 $95.50 per hour based on average 
hourly wage information by occupation from the U.S. Department of 
Labor, Bureau of Labor Statistics.\35\ Therefore the FDIC estimates 
that the final rule will pose approximately $52,525 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 final rule are likely to be lower in the first few years given that 
the final rule allows covered entities already maintaining information 
in accordance with the current Part 371 rule to continue to do so.
---------------------------------------------------------------------------

    \35\ The average hourly wage estimate is derived from May 2016 
Occupational Employment Statistics (OES) from the Bureau of Labor 
Statistics (BLS) for depository credit intermediation occupations. 
The reported hourly wage rates are adjusted for changes in the CPI-U 
between May 2016 and March 2017 (1.86 percent) and grossed up by 
155.3 percent to account for non-monetary compensation as reported 
by the March 2017 Employer Costs for Employee Compensation. Hourly 
wage rates represent the 75th percentile for Legal Occupations 
($136.71), Computer Programmers ($80.49), Computer Systems Analyst 
($86.32), Database Administrators ($92.22), Compliance Officers 
($60.55), Credit Analysts ($72.82), Financial Managers ($104.41), 
and Computer and Information Systems Managers ($130.49).
---------------------------------------------------------------------------

All Covered Entities
    The total estimated compliance costs for all covered entities, both 
full scope and limited scope, is approximately $625,525 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 final 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 final rule will reduce the overall compliance costs. 
Along with the extended the compliance period the final rule also 
requires institutions to include a project plan with their extension 
request. However, the inclusion of the project plan provision reflects 
current FDIC practice, and therefore, poses no additional burden.
    The final rule will 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 will 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 final 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 final rule includes detailed 
information about collateral,

[[Page 35597]]

guarantees and credit enhancements which will significantly enhance the 
ability of the FDIC to 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 
final 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, ``The Final Rule, Section-by-
Section Analysis, Definitions'') 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 Section III.A ``The Final 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 final 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 final rule 
will 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.
    The FDIC also 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 final 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.
    Finally, the FDIC considered the alternatives suggested in the TCH/
SIFMA Letter. As discussed in detail in Section II.C. ``Background, 
Comment Received,'' the FDIC accepted certain of the suggestions made 
in the letter and determined not to accept others.

VI. Regulatory Process

A. Paperwork Reduction Act

    Certain provisions of the final 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 for this 
collection of information is 3064-0163. As required by the PRA and OMB 
implementing regulations (5 CFR part 1320), when the NPR was published, 
the FDIC submitted the information collection requirements contained in 
this final rulemaking to OMB for review and approval. OMB filed its 
Notice of Action with respect to that submission on March 17, 2017 
requesting that the agency address any comments received in response to 
the NPR in the final rule. The FDIC received one comment letter 
submitted by two industry trade associations and fully addressed the 
comments as discussed in the preamble above.
    As discussed above, the FDIC is amending 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 35598]]



--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                Total
                                                                        Estimated    Estimated    Estimated                                     annual
                 Title                          Type of burden          number of    number of     time per       Frequency of response       estimated
                                                                       respondents   responses     response                                     burden
--------------------------------------------------------------------------------------------------------------------------------------------------------
Full Scope Entities: Recordkeeping      Recordkeeping................            2            1        3,000  On Occasion..................        6,000
 related to QFCs to which they are a
 party when they are in troubled
 condition.
Limited Scope Entities: Recordkeeping   Recordkeeping................          110            1            5  On Occasion..................          550
 related to QFCs to which they are a
 party when they are in troubled
 condition.
                                                                      ----------------------------------------------------------------------------------
    Total Burden......................  .............................  ...........  ...........  ...........  .............................        6,550
--------------------------------------------------------------------------------------------------------------------------------------------------------

B. Regulatory Flexibility Act

    The Regulatory Flexibility Act (RFA), 5 U.S.C. 601 et seq., 
requires an agency to provide a regulatory flexibility analysis with a 
final rule, unless the agency certifies that the rule will 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).
    The final rule will 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. According to data from the March 31, 2017 Consolidated Reports 
of Condition and Income the FDIC insures 4,553 small depository 
institutions and 1,171 (25.7 percent) report some volume of QFCs. To 
estimate the number of small institutions affected by the final 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 252 times per year on 
average. The annual average estimate of institutions in troubled 
condition with consolidated assets less than $550 million 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 final rule.\36\
---------------------------------------------------------------------------

    \36\ 1,171 small FDIC-insured institutions out of 4,553 reported 
some volume of QFCs on their Consolidated Reports of Condition and 
Income. Therefore it is estimated that 25.7 percent of the 
historical average annual rate of small institutions in a troubled 
condition had some volume of QFCs (252*.257 = 65)
---------------------------------------------------------------------------

    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 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 final 
rule is going to be low. Accordingly, the FDIC estimates that the added 
compliance costs associated with the final rule are 65 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 final 
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 $95.50 per hour based on average 
hourly wage information by occupation from the U.S. Department of 
Labor, Bureau of Labor Statistics.\37\ Therefore the FDIC estimates 
that the final rule will pose $6,208 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 final rule are 
likely to be lower in the first few years given that the final rule 
allows covered entities already maintaining information in accordance 
with the current Part 371 rule to continue to do so. For these reasons, 
the FDIC hereby certifies that the final rule will not have a 
significant economic impact on a substantial number of small entities.
---------------------------------------------------------------------------

    \37\ The average hourly wage estimate is derived from May 2016 
Occupational Employment Statistics (OES) from the Bureau of Labor 
Statistics (BLS) for depository credit intermediation occupations. 
The reported hourly wage rates are adjusted for changes in the CPI-U 
between May 2016 and March 2017 (1.86 percent) and grossed up by 
155.3 percent to account for non-monetary compensation as reported 
by the March 2017 Employer Costs for Employee Compensation. Hourly 
wage rates represent the 75th percentile for Legal Occupations 
($136.71), Computer Programmers ($80.49), Computer Systems Analyst 
($86.32), Database Administrators ($92.22), Compliance Officers 
($60.55), Credit Analysts ($72.82), Financial Managers ($104.41), 
and Computer and Information Systems Managers ($130.49).
---------------------------------------------------------------------------

C. The Treasury and General Government Appropriations Act, 1999

    The FDIC has determined that the final 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. Small Business Regulatory Enforcement Act

    The Office of Management and Budget has determined that the final 
rule is not a ``major rule'' within the meaning of the Small Business 
Regulatory Enforcement Fairness Act of 1996 (SBREFA), (5 U.S.C. 801 et 
seq.). As required by the SBREFA, the FDIC will file the appropriate 
reports with Congress and the General Accounting Office so that the 
final rule may be reviewed.

E. Riegle Community Development and Regulatory Improvement Act

    The Riegle Community Development and Regulatory Improvement Act of 
1994 requires that the FDIC, in determining the effective date and 
administrative compliance requirements for new regulations that impose 
additional reporting, disclosure, or other requirements on insured 
depository institutions, consider, consistent with principles of safety 
and soundness and the public interest, any administrative burdens that 
such regulations would place on depository institutions, including 
small depository institutions, and customers of depository 
institutions, as well as the benefits of such regulations. In addition, 
subject to certain exceptions, new regulations that impose additional 
reporting, disclosures, or other new requirements on insured depository 
institutions must take effect on the first day of a calendar quarter 
that begins on or after the date

[[Page 35599]]

on which the regulations are published in final form.
    In accordance with these provisions and as discussed above, the 
FDIC considered any administrative burdens, as well as benefits, that 
the final rule would place on depository institutions and their 
customers in determining the effective date and administrative 
compliance requirements of the final rule. The final rule will be 
effective no earlier than the first day of a calendar quarter that 
begins on or after the date on which the final rule is published.

F. 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 has sought to present the final rule in a simple and 
straightforward manner.

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

0
For the reasons set forth in the preamble, the Federal Deposit 
Insurance Corporation revises 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 Exemptions.
371.6 Transition for existing records entities.
371.7 Enforcement actions.
Appendix A to Part 371--File Structure for Qualified Financial 
Contract (QFC) 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(r).
    (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.  371.6:
    (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) Appropriate Federal banking agency means the agency or agencies 
designated under 12 U.S.C. 1813(q).
    (d) 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.
    (e) 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
    (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.
    (f) Corporate group means an entity and all affiliates of that 
entity.
    (g) 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.
    (h) Effective date means October 1, 2017.
    (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.

[[Page 35600]]

    (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 means 31 CFR part 148.
    (o) Part 148 affiliate means a records entity that, on financial 
statements prepared in accordance with U.S. generally accepted 
accounting principles or other applicable accounting standards, 
consolidates, or is consolidated by or with (or is required to 
consolidate or be consolidated by or with), a member of a corporate 
group one or more members of which are required to maintain QFC records 
pursuant to Part 148.
    (p) 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.
    (q) 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.
    (r) 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.
    (s) Reportable subsidiary means any subsidiary of a records entity 
that is incorporated or organized under U.S. federal law or the laws of 
any State 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).
    (t) State means any state, commonwealth, territory or possession of 
the United States, the District of Columbia, the Commonwealth of Puerto 
Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, 
Guam or the United States Virgin Islands.
    (u) Subsidiary, with respect to another entity, means an entity 
that is, or is required to be, consolidated by such other entity on 
such other entity's financial statements prepared in accordance with 
U.S. generally accepted accounting principles or other applicable 
accounting standards.
    (v) 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.
    (w) 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 
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 a.m. (Eastern Time) each day. A records entity is 
required to make such records available to the FDIC following a written 
request by the FDIC

[[Page 35601]]

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 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(w).
    (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.  371.6, 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. Except as provided in Sec.  371.6, 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 (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 (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 
(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 (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 paragraph (b) of this 
section must satisfy the recordkeeping requirements of

[[Page 35602]]

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 50 or fewer 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 50 
or fewer 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 more than 50 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 51-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  Exemptions.

    (a) Request. A records entity may request an exemption from one or 
more of the requirements of Sec.  371.4 by submitting a written request 
to the Executive Secretary of the FDIC referring to this part. The 
written request for an exemption must:
    (1) Specify the requirement(s) under this part from which the 
records entity is requesting to be exempt and whether the exemption is 
sought to apply solely to the records entity or to one or more 
identified reportable subsidiaries of the records entity or to the 
records entity and one or more identified reportable subsidiaries;
    (2) Specify the reasons why it would be appropriate for the FDIC to 
grant the exemption;
    (3) Specify the reasons why granting the exemption will not impair 
or impede the FDIC's ability to fulfill its statutory obligations under 
12 U.S.C. 1821(e)(8), (9), or (10) or the FDIC's ability to obtain a 
comprehensive understanding of the QFC exposures of the records entity 
and its reportable subsidiaries; and
    (4) Include such additional information (if any) that the FDIC may 
require.
    (b) Determination. Following its evaluation of a request for 
exemption, the FDIC will determine, in its sole discretion, whether to 
grant or deny the request.


Sec.  371.6  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 October 1, 2017, and constitutes a limited scope entity 
on October 1, 2017, shall continue to comply with this part as in 
effect immediately prior to October 1, 2017, or, if it elects to comply 
with this part as in effect on and after October 1, 2017, 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 October 1, 2017, became a records entity prior to 
October 1, 2017, and is maintaining the records required by this part 
as in effect immediately prior to October 1, 2017, then:
    (1) Except as provided in paragraph (b)(2) of this section, such 
records entity shall comply with the recordkeeping requirements of this 
part within 270 days after October 1, 2017 (or no later than 60 days 
after October 1, 2017 if it is an accelerated records entity); and
    (2) If--
    (i) Such records entity is a Part 148 affiliate and, on October 1, 
2017, is not an accelerated records entity; and
    (ii) The compliance date for any other member of such record 
entity's corporate group to comply with Part 148 is set forth in 31 CFR 
148.1(d)(1)(i)(B),(C), or (D), as in effect on October 1, 2017, such 
records entity shall be permitted to delay compliance with the 
recordkeeping requirements of this part until the first date on which 
members of any corporate group of which such records entity is a member 
is required to comply with Part 148 pursuant to 31 CFR 
148.1(d)(1)(i)(B),(C), or (D), as in effect on October 1, 2017; 
provided, that if such records entity becomes an accelerated records 
entity, it shall comply with the recordkeeping requirements of this 
part no later than 60 days after it becomes an accelerated records 
entity; provided, that in the case of each of paragraphs (b)(1) and (2) 
of this section until such full scope entity maintains the records 
required by Sec.  371.4, it continues to maintain the records required 
by this part as in effect immediately prior to October 1, 2017.
    (c) Transition for full scope entities not maintaining records on 
effective date. If an insured depository institution that constitutes a 
full scope entity on October 1, 2017, became a records entity prior to 
October 1, 2017, but is not maintaining the records required by this 
part as in effect immediately prior to October 1, 2017, 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.  371.7  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 CO.2.
                    identifier.                                        records entity if
                                                                       available.
                                                                       Information needed
                                                                       to review position-
                                                                       level data by
                                                                       records entity.

[[Page 35603]]

 
A1.3.............  Position identifier.  20058953...................  Provide a position    Varchar(100).             ..................................
                                                                       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 CP.2.
                    identifier.                                        counterparty
                                                                       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 where  Varchar(50).              ..................................
                    location identifier.                               the position is
                                                                       booked. Information
                                                                       needed to determine
                                                                       system on which the
                                                                       trade is booked and
                                                                       settled.
A1.6.............  Unique booking unit   xxxxxx.....................  Provide an            Varchar(50).              ..................................
                    or desk identifier.                                identifier for unit
                                                                       or desk at which
                                                                       the position is
                                                                       booked. Information
                                                                       needed to help
                                                                       determine purpose
                                                                       of position.
A1.7.............  Type of QFC.........  Credit, equity, foreign      Provide type of QFC.  Varchar(100).             ..................................
                                          exchange, interest rate      Use unique product
                                          (including cross-            identifier if
                                          currency), other             available.
                                          commodity, securities        Information needed
                                          repurchase agreement,        to determine the
                                          securities lending, loan     nature of the QFC.
                                          repurchase agreement,
                                          guarantee or other third
                                          party credit enhancement
                                          of a QFC.
A1.8.............  Type of QFC covered   Credit, equity, foreign      If QFC type is        Varchar(200)............  Only required if QFC type (A1.7)
                    by guarantee or       exchange, interest rate      guarantee or other                              is a guarantee or other third
                    other third party     (including cross-            third party credit                              party credit enhancement.
                    credit enhancement.   currency), other             enhancement,
                                          commodity, securities        provide type of QFC
                                          repurchase agreement,        that is covered by
                                          securities lending, or       such guarantee or
                                          loan repurchase agreement.   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''.
A1.9.............  Underlying QFC        888888888..................  If QFC type is        Varchar(50).............  Only required if QFC asset type
                    obligor identifier.                                guarantee or other                              (A1.7) is a guarantee or other
                                                                       third party credit                              third party credit enhancement.
                                                                       enhancement,                                    Validated against CO.2 if
                                                                       provide an                                      affiliate or CP.2 if non-
                                                                       identifier for the                              affiliate.
                                                                       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.

[[Page 35604]]

 
A1.10............  Agreement identifier  xxxxxxxxx..................  Provide an            Varchar(50).              ..................................
                                                                       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 CP.2
                    counterparty                                       agreement
                    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.
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 QFC  YYYY-MM-DD.               ..................................
                                                                       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 payment  YYYY-MM-DD.               ..................................
                                                                       date.
A1.17............  Current market value  995000.....................  In the case of a      Num (25,5).               ..................................
                    of the position in                                 guarantee or other
                    U.S. dollars.                                      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.
A1.18............  Notional or           1000000....................  Provide the notional  Num (25,5).               ..................................
                    principal amount of                                or principal
                    the position In                                    amount, as
                    U.S. dollars.                                      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 QFC  Char(1).................  Should be ``Y'' or ``N``
                    party credit                                       is covered by a
                    enhancement                                        guarantee or other
                    agreement (for the                                 third-party credit
                    benefit of the                                     enhancement.
                    records entity)?                                   Information needed
                                                                       to determine credit
                                                                       enhancement.

[[Page 35605]]

 
A1.20............  Third-party credit    999999999..................  If QFC is covered by  Varchar(50).............  Required if A1.20 is ``Y''.
                    enhancement                                        a guarantee or                                  Validated against CP.2
                    provider identifier                                other third-party
                    (for the benefit of                                credit enhancement,
                    the records entity).                               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............  Third-party credit    ...........................  If QFC is covered by  Varchar(50).............  Required if A1.20 is ``Y''.
                    enhancement                                        a guarantee or
                    agreement                                          other third-party
                    identifier (for the                                credit enhancement,
                    benefit of the                                     provide an
                    records entity).                                   identifier for the
                                                                       agreement.
A1.22............  Related position of   3333333....................  Use this field to     Varchar(100).             ..................................
                    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 for  9999999....................  Provide a unique      Varchar(500).             ..................................
                    any related loan.                                  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).
A1.24............  Identifier of the     999999999..................  For any loan          Varchar(500).             ..................................
                    lender of the                                      recorded in A1.23,
                    related loan.                                      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 date  YYYY-MM-DD...............  ...................................
A2.2..........  Records entity         999999999..................  Provide the LEI for   Varchar(50)..............  Validated against CO.2.
                 identifier.                                         the records entity
                                                                     if available.
A2.3..........  Netting agreement      888888888..................  Provide an            Varchar(50)..............  Validated against CP.2.
                 counterparty                                        identifier for the
                 identifier.                                         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 CO.2 or CP.2.
                 obligor identifier.                                 for underlying 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 the  Char(1)..................  Should be ``Y'' or ``N''.
                 party credit                                        positions subject
                 enhancement                                         to the netting set
                 agreement (for the                                  agreement are
                 benefit of the                                      covered by a third-
                 records entity)?.                                   party credit
                                                                     enhancement
                                                                     agreement.
A2.7..........  Third-party credit     999999999..................  Use LEI if            Varchar(50)..............  Required if A2.6 is ``Y''. Should
                 enhancement provider                                available.                                       be a valid entry in the
                 identifier (for the                                 Information needed                               Counterparty Master Table.
                 benefit of the                                      to identity third-                               Validated against CP.2.
                 records entity).                                    party credit
                                                                     enhancement
                                                                     provider.
A2.8..........  Third-party credit     4444444....................  ....................  Varchar(50)..............  Required if A2.6 is ``Y''.
                 enhancement
                 agreement identifier
                 (for the benefit of
                 the records entity).

[[Page 35606]]

 
A2.9..........  Aggregate current      -1000000...................  Information needed    Num (25,5)...............  Market value of all positions in A1
                 market value in U.S.                                to help evaluate                                 for the given netting agreement
                 dollars of all                                      the positions                                    identifier should be equal to this
                 positions under this                                subject to the                                   value. A2.9 = A2.10 + A2.11.
                 netting agreement.                                  netting agreement.
A2.10.........  Current market value   3000000....................  Information needed    Num (25,5)...............  Market value of all positive
                 in U.S. dollars of                                  to help evaluate                                 positions in A1 for the given
                 all positive                                        the positions                                    netting agreement identifier
                 positions, as                                       subject to the                                   should be equal to this value.
                 aggregated under                                    netting agreement.                               A2.9 = A2.10 + A2.11.
                 this netting
                 agreement.
A2.11.........  Current market value   -4000000...................  Information needed    Num (25,5)...............  Market value of all negative
                 in U.S. dollars of                                  to help evaluate                                 positions in A1 for the given
                 all negative                                        the positions                                    Netting Agreement Identifier
                 positions, as                                       subject to the                                   should be equal to this value.
                 aggregated under                                    netting agreement.                               A2.9 = A2.10 + A2.11.
                 this netting
                 agreement.
A2.12.........  Current market value   950000.....................  Information needed    Num (25,5).                ...................................
                 in U.S. dollars of                                  to determine the
                 all collateral                                      extent to which
                 posted by records                                   collateral has been
                 entity, as                                          provided by records
                 aggregated under                                    entity.
                 this netting
                 agreement.
A2.13.........  Current market value   50000......................  Information needed    Num (25,5).                ...................................
                 in U.S. dollars of                                  to determine the
                 all collateral                                      extent to which
                 posted by                                           collateral has been
                 counterparty, as                                    provided by
                 aggregated under                                    counterparty.
                 this netting
                 agreement.
A2.14.........  Records entity         950,000....................  Provide records       Num (25,5)...............  Should be less than or equal to
                 collateral--net.                                    entity's collateral                              A2.15.
                                                                     excess 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 than or equal to
                 collateral--net.                                    counterparty's                                   A2.16.
                                                                     collateral excess
                                                                     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 payment    2015-11-05.................  Provide next margin   YYYY-MM-DD.                ...................................
                 date.                                               payment date for
                                                                     position.
A2.17.........  Next margin payment    150,000....................  Use positive value    Num (25,5).                ...................................
                 amount in U.S.                                      if records entity
                 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 date  YYYY-MM-DD.                ...................................
CO.2..........  Entity identifier....  888888888..................  Provide unique        Varchar(50)..............  Should be unique across all record
                                                                     identifier. Use LEI                              entities.
                                                                     if available.
                                                                     Information needed
                                                                     to identify entity.
CO.3..........  Has LEI been used for  Y/N........................  Specify whether the   Char(1)..................  Should be ``Y'' or ``N''.
                 entity identifier?                                  entity identifier
                                                                     provided is an LEI..
CO.4..........  Legal name of entity.  John Doe & Co..............  Provide legal name    Varchar(200).              ...................................
                                                                     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 for  Y/N........................  Specify whether the   Char(1)..................  Should be ``Y'' or ``N''.
                 immediate parent                                    immediate parent
                 entity identifier?                                  entity identifier
                                                                     provided is an LEI.

[[Page 35607]]

 
CO.7..........  Legal name of          John Doe & Co..............  Information needed    Varchar(200).              ...................................
                 immediate parent                                    to complete org
                 entity.                                             structure.
CO.8..........  Percentage ownership   100.00.....................  Information needed    Num (5,2).                 ...................................
                 of immediate parent                                 to complete org
                 entity in the entity.                               structure.
CO.9..........  Entity type..........  Subsidiary, foreign branch,  Information needed    Varchar(50).               ...................................
                                        foreign division.            to complete org
                                                                     structure.
CO.10.........  Domicile.............  New York, New York.........  Enter as city, state  Varchar(50).               ...................................
                                                                     or city, foreign
                                                                     country.
CO.11.........  Jurisdiction under     New York...................  Enter as state or     Varchar(50).               ...................................
                 which incorporated                                  foreign
                 or organized.                                       jurisdiction.
--------------------------------------------------------------------------------------------------------------------------------------------------------
* Foreign branches and divisions shall be separately identified to the extent they are identified in an entity's reports to its appropriate Federal
  banking agency.


                                                                Counterparty Master Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                      Instructions and
                        Field                    Example              data  application              Def                          Validation
--------------------------------------------------------------------------------------------------------------------------------------------------------
CP.1..........  As of date...........  2015-01-05.................  Data extraction date  YYYY-MM-DD.                ...................................
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 for  Y/N........................  Indicate whether the  Char(1)..................  Should be ``Y'' or ``N''.
                 counterparty                                        counterparty
                 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, state  Varchar(50).               ...................................
                                                                     or city, foreign
                                                                     country.
CP.6..........  Jurisdiction under     New York...................  Enter as state or     Varchar(50).               ...................................
                 which incorporated                                  foreign
                 or organized.                                       jurisdiction.
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 for  Y/N........................  Indicate whether the  Char(1)..................  Should be ``Y'' or ``N''.
                 immediate parent                                    immediate parent
                 entity identifier?                                  entity identifier
                                                                     is an LEI.
CP.9..........  Legal name of          John Doe & Co..............  Information needed    Varchar(200).              ...................................
                 immediate parent                                    to identify and, if
                 entity.                                             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.

[[Page 35608]]

 
CP.11.........  Has LEI been used for  Y/N........................  Indicate whether the  Char(1)..................  Should be ``Y'' or ``N''.
                 ultimate parent                                     ultimate parent
                 entity identifier?                                  entity identifier
                                                                     is an LEI.
CP.12.........  Legal name of          John Doe & Co..............  Information needed    Varchar(100).              ...................................
                 ultimate parent                                     to identify and, if
                 entity.                                             necessary,
                                                                     communicate with
                                                                     counterparty.
--------------------------------------------------------------------------------------------------------------------------------------------------------


                                                                   Details of Formats
--------------------------------------------------------------------------------------------------------------------------------------------------------
                Format                     Content in brief        Additional explanation                              Examples
--------------------------------------------------------------------------------------------------------------------------------------------------------
YYYY-MM-DD...........................  Date...................  YYYY = four digit date, MM =  2015-11-12
                                                                 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
                                        decimals.                decimal point and up to 5    12345
                                                                 numerical characters after   0
                                                                 the decimal point. The dot   -20000.25
                                                                 character is used to         -0.257
                                                                 separate decimals.
Char(3)..............................  3 alphanumeric           The length is fixed at 3      USD
                                        characters.              alphanumeric characters.     X1X
                                                                                              999
Varchar(25)..........................  Up to 25 alphanumeric    The length is not fixed but   asgaGEH3268EFdsagtTRCF543
                                        characters.              limited at up to 25
                                                                 alphanumeric characters.
--------------------------------------------------------------------------------------------------------------------------------------------------------

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

    Pursuant to Sec.  371.4(b), the records entity is required to 
provide the information required by this appendix B for itself and each 
of its reportable subsidiaries in a manner that can be disaggregated by 
legal entity. Accordingly, the reference to ``records entity'' in the 
tables of appendix B should be read as referring to each of the 
separate 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 CO.2.
                    identifier.                                        records entity.
                                                                       Information needed
                                                                       to review position-
                                                                       level data by
                                                                       records entity.
A1.3.............  Position identifier.  20058953...................  Provide a position    Varchar(100).             ..................................
                                                                       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 CP.2.
                    identifier.                                        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.
A1.5.............  Internal booking      New York, New York.........  Provide office where  Varchar(50).............  Combination A1.2 + A1.5 + A1.6
                    location identifier.                               the position is                                 should have a corresponding
                                                                       booked. Information                             unique combination BL.2 + BL.3 +
                                                                       needed to determine                             BL.4 entry in Booking Location
                                                                       system on which the                             Master Table.
                                                                       trade is booked and
                                                                       settled.

[[Page 35609]]

 
A1.6.............  Unique booking unit   xxxxxx.....................  Provide an            Varchar(50).............  Combination A1.2 + A1.5 + A1.6
                    or desk identifier.                                identifier for unit                             should have a corresponding
                                                                       or desk at which                                unique combination BL.2 + BL.3 +
                                                                       the position is                                 BL.4 entry in Booking Location
                                                                       booked. Information                             Master Table.
                                                                       needed to help
                                                                       determine purpose
                                                                       of position.
A1.7.............  Type of QFC.........  Credit, equity, foreign      Provide type of QFC.  Varchar(100).             ..................................
                                          exchange, interest rate      Use unique product
                                          (including cross-            identifier if
                                          currency), other             available.
                                          commodity, securities        Information needed
                                          repurchase agreement,        to determine the
                                          securities lending, loan     nature of the QFC.
                                          repurchase agreement,
                                          guarantee or other third
                                          party credit enhancement
                                          of a QFC.
A1.7.1...........  Type of QFC covered   Credit, equity, foreign      If QFC type is        Varchar(500)............  Only required if QFC type (A1.7)
                    by guarantee or       exchange, interest rate      guarantee or other                              is a guarantee or other third
                    other third party     (including cross-            third party credit                              party credit enhancement.
                    credit enhancement.   currency), other             enhancement,
                                          commodity, securities        provide type of QFC
                                          repurchase agreement,        that is covered by
                                          securities lending, or       such guarantee or
                                          loan repurchase agreement.   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.''.
A1.7.2...........  Underlying QFC        888888888..................  If QFC type is        Varchar(50).............  Only required if QFC asset type
                    obligor identifier.                                guarantee or other                              (A1.7) is a guarantee or other
                                                                       third party credit                              third party credit enhancement.
                                                                       enhancement,                                    Validated against CO.2 if
                                                                       provide an                                      affiliate or CP.2 if non-
                                                                       identifier for the                              affiliate.
                                                                       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.
A1.8.............  Agreement identifier  xxxxxxxxx..................  Provide an            Varchar(50).............  Validated against A3.3.
                                                                       identifier for 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 A3.3.
                    identifier.                                        identifier for
                                                                       netting agreement.
                                                                       If this agreement
                                                                       is the same as
                                                                       provided in A1.8,
                                                                       use same
                                                                       identifier.
                                                                       Information needed
                                                                       to identify unique
                                                                       netting sets.

[[Page 35610]]

 
A1.10............  Netting agreement     xxxxxxxxx..................  Provide a netting     Varchar(50).............  Validated against CP.2.
                    counterparty                                       agreement
                    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.
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 QFC  YYYY-MM-DD.               ..................................
                                                                       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 payment  YYYY-MM-DD.               ..................................
                                                                       date.
A1.15............  Local Currency Of     USD........................  Provide currency in   Char(3).                  ..................................
                    Position.                                          which QFC is
                                                                       denominated. Use
                                                                       ISO currency code.
A1.16............  Current market value  995000.....................  Provide current       Num (25,5).               ..................................
                    of the position in                                 market value of the
                    local currency.                                    position in 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 value  995000.....................  In the case of a      Num (25,5).               ..................................
                    of the position in                                 guarantee or other
                    U.S. dollars.                                      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.
A1.18............  Asset Classification  1..........................  Provide fair value    Char(1).                  ..................................
                                                                       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 notional  Num (25,5).               ..................................
                    principal amount of                                or principal
                    the position in                                    amount, as
                    local currency.                                    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 35611]]

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


[[Page 35612]]


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

[[Page 35613]]

 
A2.10............  Current market value  50000......................  Information needed    Num (25,5)..............  Market value of all collateral
                    in U.S. dollars of                                 to determine the                                posted by counterparty for the
                    all collateral                                     extent to which                                 given netting agreement
                    posted by                                          collateral has been                             identifier should be equal to sum
                    counterparty, as                                   provided by                                     of all A4.9 for the same netting
                    aggregated under                                   counterparty.                                   agreement identifier in A4.
                    this netting
                    agreement.
A2.11............  Current market value  950,000....................  Information needed    Num (25,5).               ..................................
                    in U.S. dollars of                                 to determine the
                    all collateral                                     extent to which
                    posted by records                                  collateral has been
                    entity that is                                     provided by records
                    subject to re-                                     entity.
                    hypothecation, as
                    aggregated under
                    this netting
                    agreement.
A2.12............  Current market value  950,000....................  Information needed    Num (25,5).               ..................................
                    in U.S. dollars of                                 to determine the
                    all collateral                                     extent to which
                    posted by                                          collateral has been
                    counterparty that                                  provided by records
                    is subject to re-                                  entity.
                    hypothecation, as
                    aggregated under
                    this netting
                    agreement.
A2.13............  Records entity        950,000....................  Provide records       Num (25,5)..............  Should be less than or equal to
                    collateral--net.                                   entity's collateral                             A2.9.
                                                                       excess 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 than or equal to
                    collateral--net.                                   counterparty's                                  A2.10.
                                                                       collateral excess
                                                                       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 payment   2015-11-05.................  Provide next margin   YYYY-MM-DD.               ..................................
                    date.                                              payment date for
                                                                       position.
A2.16............  Next margin payment   150,000....................  Use positive value    Num (25,5).               ..................................
                    amount in U.S.                                     if records entity
                    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 SA.2.
                    identifier for                                     identifier for the
                    records entity.                                    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 SA.2.
                    identifier for                                     identifier for the
                    counterparty.                                      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 date  YYYY-MM-DD.               ..................................
A3.2.............  Records entity        999999999..................  Provide LEI for       Varchar(50).............  Validated against CO.2.
                    identifier.                                        records entity.
A3.3.............  Agreement identifier  xxxxxx.....................  Provide identifier    Varchar(50).              ..................................
                                                                       for each master
                                                                       agreement,
                                                                       governing document,
                                                                       netting agreement
                                                                       or third-party
                                                                       credit enhancement
                                                                       agreement.
A3.4.............  Name of agreement or  ISDA Master 1992 or          Provide name of       Varchar(50).              ..................................
                    governing document.   Guarantee Agreement or       agreement or
                                          Master Netting Agreement.    governing document.
A3.5.............  Agreement date......  2010-01-25.................  Provide the date of   YYYY-MM-DD.               ..................................
                                                                       the agreement.

[[Page 35614]]

 
A3.6.............  Agreement             888888888..................  Use LEI if            Varchar(50).............  Validated against field CP.2.
                    counterparty                                       counterparty has
                    identifier.                                        one. Information
                                                                       needed to identify
                                                                       counterparty.
A3.6.1...........  Underlying QFC        888888888..................  Provide underlying    Varchar(50).............  Validated against CO.2 or CP.2.
                    obligor identifier.                                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.
A3.7.............  Agreement governing   New York...................  Provide law           Varchar(50).              ..................................
                    law.                                               governing contract
                                                                       disputes.
A3.8.............  Cross-default         Y/N........................  Specify whether       Char(1).................  Should be ``Y'' or ``N''.
                    provision?.                                        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.
A3.9.............  Identity of cross-    777777777..................  Provide identity of   Varchar(500)............  Required if A3.8 is ``Y''. ID
                    default entities.                                  any cross-default                               should be a valid entry in
                                                                       entities referenced                             Corporate Org Master Table or
                                                                       in A3.8. Use LEI if                             Counterparty Master Table, if
                                                                       entity has one.                                 applicable. Multiple entries
                                                                       Information needed                              comma separated.
                                                                       to determine
                                                                       exposure to other
                                                                       entities.
A3.10............  Covered by third-     Y/N........................  Information needed    Char(1).................  Should be ``Y'' or ``N''.
                    party credit                                       to determine credit
                    enhancement                                        enhancement.
                    agreement (for the
                    benefit of the
                    records entity)?.
A3.11............  Third-party credit    999999999..................  Use LEI if            Varchar(50).............  Required if A3.10 is ``Y''. Should
                    enhancement                                        available.                                      be a valid entry in the
                    provider identifier                                Information needed                              Counterparty Master Table.
                    (for the benefit of                                to identity Third-                              Validated against CP.2.
                    the records entity).                               Party Credit
                                                                       Enhancement
                                                                       Provider.
A3.12............  Associated third-     33333333...................  Information needed    Varchar(50).............  Required if A3.10 is ``Y''.
                    party credit                                       to determine credit                             Validated against field A3.3.
                    enhancement                                        enhancement.
                    agreement document
                    identifier (for the
                    benefit of the
                    records entity).
A3.12.1..........  Covered by third-     Y/N........................  Information needed    Char(1).................  Should be ``Y'' or ``N''.
                    party credit                                       to determine credit
                    enhancement                                        enhancement.
                    agreement (for the
                    benefit of the
                    counterparty)?.
A3.12.2..........  Third-party credit    999999999..................  Use LEI if            Varchar(50).............  Required if A3.12.1 is ``Y''.
                    enhancement                                        available.                                      Should be a valid entry in the
                    provider identifier                                Information needed                              Counterparty Master. Validated
                    (for the benefit of                                to identity Third-                              against CP.2.
                    the counterparty).                                 Party Credit
                                                                       Enhancement
                                                                       Provider.
A3.12.3..........  Associated third-     33333333...................  Information needed    Varchar(50).............  Required if A3.12.1 is ``Y''.
                    party credit                                       to determine credit                             Validated against field A3.3.
                    enhancement                                        enhancement.
                    agreement document
                    identifier (for the
                    benefit of the
                    counterparty).
A3.13............  Counterparty contact  John Doe & Co..............  Provide contact name  Varchar(200).             ..................................
                    information: name.                                 for counterparty as
                                                                       provided under
                                                                       notice section of
                                                                       agreement.
A3.14............  Counterparty contact  123 Main St, City, State     Provide contact       Varchar(100).             ..................................
                    information:          Zip code.                    address for
                    address.                                           counterparty as
                                                                       provided under
                                                                       notice section of
                                                                       agreement.
A3.15............  Counterparty contact  1-999-999-9999.............  Provide contact       Varchar(50).              ..................................
                    information: phone.                                phone number for
                                                                       counterparty as
                                                                       provided under
                                                                       notice section of
                                                                       agreement.

[[Page 35615]]

 
A3.16............  Counterparty's        Jdoe@JohnDoe.com...........  Provide contact       Varchar(100).             ..................................
                    contact                                            email address for
                    information: email                                 counterparty as
                    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 date  YYYY-MM-DD..............  ..................................
A4.2.............  Records entity        999999999..................  Provide LEI for       Varchar(50).............  Validated against CO.2.
                    identifier.                                        records entity.
A4.3.............  Collateral posted/    P/N........................  Enter ``P'' if        Char(1).                  ..................................
                    collateral received                                collateral has been
                    flag.                                              posted by the
                                                                       records entity.
                                                                       Enter ``R'' for
                                                                       collateral received
                                                                       by Records Entity.
A4.4.............  Counterparty          888888888..................  Provide identifier    Varchar(50).............  Validated against CP.2.
                    identifier.                                        for counterparty.
                                                                       Use LEI if
                                                                       counterparty has
                                                                       one.
A4.5.............  Netting agreement     xxxxxxxxx..................  Provide identifier    Varchar(50).............  Validated against field A3.3.
                    identifier.                                        for applicable
                                                                       netting agreement.
A4.6.............  Unique collateral     CUSIP/ISIN.................  Provide identifier    Varchar(50).              ..................................
                    item identifier.                                   to reference
                                                                       individual
                                                                       collateral posted.
A4.7.............  Original face amount  1500000....................  Information needed    Num (25,5).               ..................................
                    of collateral item                                 to evaluate
                    in local currency.                                 collateral
                                                                       sufficiency and
                                                                       marketability.
A4.8.............  Local currency of     USD........................  Use ISO currency      Char(3).                  ..................................
                    collateral item.                                   code.
A4.9.............  Market value amount   850000.....................  Information needed    Num (25,5)..............  Market value of all collateral
                    of collateral item                                 to evaluate                                     posted by Records Entity or
                    in U.S. dollars.                                   collateral                                      Counterparty A2.9 or A2.10 for
                                                                       sufficiency and                                 the given netting agreement
                                                                       marketability and                               identifier should be equal to sum
                                                                       to permit                                       of all A4.9 for the same netting
                                                                       aggregation across                              agreement identifier in A4.
                                                                       currencies.
A4.10............  Description of        U.S. Treasury Strip,         Information needed    Varchar(200).             ..................................
                    collateral item.      maturity 2020/6/30.          to evaluate
                                                                       collateral
                                                                       sufficiency and
                                                                       marketability.
A4.11............  Asset classification  1..........................  Provide fair value    Char(1).................  Should be ``1'' or ``2'' or ``3''.
                                                                       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.
A4.12............  Collateral or         Y/N........................  Specify whether the   Char(1).................  Should be ``Y'' or ``N''.
                    portfolio                                          specific item of
                    segregation status.                                collateral or the
                                                                       related collateral
                                                                       portfolio is
                                                                       segregated from
                                                                       assets of the
                                                                       safekeeping agent.
A4.13............  Collateral location.  ABC broker-dealer (in        Provide location of   Varchar(200).             ..................................
                                          safekeeping account of       collateral posted.
                                          counterparty).
A4.14............  Collateral            New York, New York.........  Provide jurisdiction  Varchar(50).              ..................................
                    jurisdiction.                                      of location of
                                                                       collateral posted.
A4.15............  Is collateral re-     Y/N........................  Information needed    Char(1).................  Should be ``Y'' or ``N''.
                    hypothecation                                      to evaluate
                    allowed?.                                          exposure of the
                                                                       records entity to
                                                                       the counterparty or
                                                                       vice-versa for re-
                                                                       hypothecated
                                                                       collateral.
--------------------------------------------------------------------------------------------------------------------------------------------------------


[[Page 35616]]


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


                                                                Counterparty Master Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                        Instructions and
                           Field                   Example              data application               Def                        Validation
--------------------------------------------------------------------------------------------------------------------------------------------------------
CP.1.............  As of date..........  2015-01-05.................  Data extraction date  YYYY-MM-DD.               ..................................
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 the  Char(1).................  Should be ``Y'' or ``N''.
                    for counterparty                                   counterparty
                    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, state  Varchar(50).              ..................................
                                                                       or city, foreign
                                                                       country.
CP.6.............  Jurisdiction under    New York...................  Enter as state or     Varchar(50).              ..................................
                    which incorporated                                 foreign
                    or organized.                                      jurisdiction.

[[Page 35617]]

 
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 the  Char(1).................  Should be ``Y'' or ``N''.
                    for immediate                                      immediate parent
                    parent entity                                      entity identifier
                    identifier?                                        is an LEI.
CP.9.............  Legal name of         John Doe & Co..............  Information needed    Varchar(200).             ..................................
                    immediate parent                                   to identify and, if
                    entity.                                            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 the  Char(1).................  Should be ``Y'' or ``N''.
                    for ultimate parent                                ultimate parent
                    entity identifier?.                                entity identifier
                                                                       is an LEI.
CP.12............  Legal name of         John Doe & Co..............  Information needed    Varchar(100).             ..................................
                    ultimate parent                                    to identify and, if
                    entity.                                            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 date  YYYY-MM-DD.                ...................................
BL.2..........  Records entity         999999999..................  Provide LEI.........  Varchar(50)..............  Should be a valid entry in the
                 identifier.                                                                                          Corporate Org Master Table.
BL.3..........  Internal booking       New York, New York.........  Provide office where  Varchar(50).               ...................................
                 location identifier.                                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.
BL.4..........  Unique booking unit    xxxxxx.....................  Provide unit or desk  Varchar(50).               ...................................
                 or desk identifier.                                 at which the
                                                                     position is booked.
                                                                     Information needed
                                                                     to help determine
                                                                     purpose of position.
BL.5..........  Unique booking unit    North American trading desk  Additional            Varchar(50).               ...................................
                 or desk description.                                information to help
                                                                     determine purpose
                                                                     of position.
BL.6..........  Booking unit or desk   1-999-999-9999.............  Information needed    Varchar(50).               ...................................
                 contact--phone.                                     to communicate with
                                                                     the booking unit or
                                                                     desk.
BL.7..........  Booking unit or desk   Desk@Desk.com..............  Information needed    Varchar(100).              ...................................
                 contact--email.                                     to communicate with
                                                                     the booking unit or
                                                                     desk.
--------------------------------------------------------------------------------------------------------------------------------------------------------


                                                             Safekeeping Agent Master Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                        Instructions and
                           Field                   Example              data application               Def                        Validation
--------------------------------------------------------------------------------------------------------------------------------------------------------
SA.1.............  As of date..........  2015-01-05.................  Data extraction date  YYYY-MM-DD.               ..................................
SA.2.............  Safekeeping agent     888888888..................  Provide an            Varchar(50).              ..................................
                    identifier.                                        identifier for the
                                                                       safekeeping agent.
                                                                       Use LEI if
                                                                       safekeeping agent
                                                                       has one.

[[Page 35618]]

 
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, State     Information needed    Varchar(100).             ..................................
                    address.              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, MM   2015-11-12
                                                                = 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       12345678901234567890.12345
                                       decimals.                decimal point and up to 5   0
                                                                numerical characters after  -20000.25
                                                                the decimal point. The dot  -0.257
                                                                character is used to
                                                                separate decimals.
Char(3).............................  3 alphanumeric           The length is fixed at 3     USD
                                       characters.              alphanumeric characters.    X1X
                                                                                            999
Varchar(25).........................  Up to 25 alphanumeric    The length is not fixed but  asgaGEH3268EFdsagtTRCF543
                                       characters.              limited at up to 25
                                                                alphanumeric characters.
--------------------------------------------------------------------------------------------------------------------------------------------------------


    Dated at Washington, DC, this 18th day of July 2017.

    By order of the Board of Directors.

Federal Deposit Insurance Corporation.
Robert E. Feldman,
Executive Secretary.
[FR Doc. 2017-15488 Filed 7-28-17; 8:45 am]
 BILLING CODE 6714-01-P