Liquidity Coverage Ratio: Liquidity Risk Measurement Standards

Federal RegisterOct 10, 2014

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DEPARTMENT OF THE TREASURY

Office of the Comptroller of the Currency

12 CFR Part 50

[Docket ID OCC-2013-0016]

RIN 1557-AD74

FEDERAL RESERVE SYSTEM

12 CFR Part 249

[Regulation WW; Docket No. R-1466]

RIN 7100-AE03

FEDERAL DEPOSIT INSURANCE CORPORATION

12 CFR Part 329

RIN 3064-AE04

Liquidity Coverage Ratio: Liquidity Risk Measurement Standards

AGENCY:

Office of the Comptroller of the Currency, Department of the Treasury; Board of Governors of the Federal Reserve System; and Federal Deposit Insurance Corporation.

ACTION:

Final rule.

SUMMARY:

The Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Board), and the Federal Deposit Insurance Corporation (FDIC) are adopting a final rule that implements a quantitative liquidity requirement consistent with the liquidity coverage ratio standard established by the Basel Committee on Banking Supervision (BCBS). The requirement is designed to promote the short-term resilience of the liquidity risk profile of large and internationally active banking organizations, thereby improving the banking sector's ability to absorb shocks arising from financial and economic stress, and to further improve the measurement and management of liquidity risk. The final rule establishes a quantitative minimum liquidity coverage ratio that requires a company subject to the rule to maintain an amount of high-quality liquid assets (the numerator of the ratio) that is no less than 100 percent of its total net cash outflows over a prospective 30 calendar-day period (the denominator of the ratio). The final rule applies to large and internationally active banking organizations, generally, bank holding companies, certain savings and loan holding companies, and depository institutions with $250 billion or more in total assets or $10 billion or more in on-balance sheet foreign exposure and to their consolidated subsidiaries that are depository institutions with $10 billion or more in total consolidated assets. The final rule focuses on these financial institutions because of their complexity, funding profiles, and potential risk to the financial system. Therefore, the agencies do not intend to apply the final rule to community banks. In addition, the Board is separately adopting a modified minimum liquidity coverage ratio requirement for bank holding companies and savings and loan holding companies without significant insurance or commercial operations that, in each case, have $50 billion or more in total consolidated assets but that are not internationally active. The final rule is effective January 1, 2015, with transition periods for compliance with the requirements of the rule.

DATES:

Effective Date:

January 1, 2015. Comments must be submitted on the Paperwork Reduction Act burden estimates only by December 9, 2014.

ADDRESSES:

You may submit comments on the Paperwork Reduction Act burden estimates only. Comments should be directed to:

OCC:

Because paper mail in the Washington, DC area and at the OCC is subject to delay, commenters are encouraged to submit comments by email if possible. Comments may be sent to: Legislative and Regulatory Activities Division, Office of the Comptroller of the Currency, Attention: 1557-0323, 400 7th Street SW., Suite 3E-218, Mail Stop 9W-11, Washington, DC 20219. In addition, comments may be sent by fax to (571) 465-4326 or by electronic mail to

regs.comments@occ.treas.gov.

You may personally inspect and photocopy comments at the OCC, 400 7th Street SW., Washington, DC 20219. For security reasons, the OCC requires that visitors make an appointment to inspect comments. You may do so by calling (202) 649-6700. Upon arrival, visitors will be required to present valid government-issued photo identification and to submit to security screening in order to inspect and photocopy comments.

For further information or to obtain a copy of the collection please contact Johnny Vilela or Mary H. Gottlieb, OCC Clearance Officers, (202) 649-5490, for persons who are hard of hearing, TTY, (202) 649-5597, Legislative and Regulatory Activities Division, Office of the Comptroller of the Currency, 400 7th Street SW., Suite 3E-218, Mail Stop 9W-11, Washington, DC 20219.

Board:

You may submit comments, identified by Docket R-1466, by any of the following methods:

•

Agency Web site: http://www.federalreserve.gov.

Follow the instructions for submitting comments at

http://www.federalreserve.gov/apps/foia/proposedregs.aspx.

•

Federal eRulemaking Portal: http://www.regulations.gov.

Follow the instructions for submitting comments.

•

E-Mail: regs.comments@federalreserve.gov.

•

Fax:

(202) 452-3819 or (202) 452-3102.

•

Mail:

Robert deV. Frierson, Secretary, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue NW., Washington, DC 20551.

All public comments are available from the Board's Web site at

http://www.federalreserve.gov/generalinfo/foia/proposedregs.aspx

as submitted, unless modified for technical reasons. Accordingly, your comments will not be edited to remove any identifying or contact information. Public comments may also be viewed electronically or in paper form in Room MP-500 of the Board's Martin Building (20th and C Street NW.) between 9:00 a.m. and 5:00 p.m. on weekdays.

A copy of the PRA OMB submission, including any reporting forms and instructions, supporting statement, and other documentation will be placed into OMB's public docket files, once approved. Also, these documents may be requested from the agency clearance officer, whose name appears below.

For further information contact the Federal Reserve Board Acting Clearance Officer, John Schmidt, Office of the Chief Data Officer, Board of Governors of the Federal Reserve System, Washington, DC 20551, (202) 452-3829. Telecommunications Device for the Deaf (TDD) users may contact (202) 263-4869, Board of Governors of the Federal Reserve System, Washington, DC 20551.

FDIC:

You may submit written comments by any of the following methods:

•

Agency Web site: http://www.fdic.gov/regulations/laws/federal/.

Follow the instructions for submitting comments on the FDIC Web site.

•

Federal eRulemaking Portal: http://www.regulations.gov.

Follow the instructions for submitting comments.

•

E-Mail: Comments@FDIC.gov.

Include “Liquidity Coverage Ratio Final Rule” on the subject line of the message.

•

Mail:

Gary A. Kuiper, Counsel, Executive Secretary Section, NYA-5046, Attention: Comments, FDIC, 550 17th Street NW., Washington, DC 20429.

•

Hand Delivery/Courier:

The guard station at the rear of the 550 17th Street Building (located on F Street) on

business days between 7:00 a.m. and 5:00 p.m.

•

Public Inspection:

All comments received will be posted without change to

http://www.fdic.gov/regulations/laws/federal/

including any personal information provided.

For further information or to request a copy of the collection please contact Gary Kuiper, Counsel, (202) 898-3719, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street NW., Washington, DC 20429.

FOR FURTHER INFORMATION CONTACT:

OCC:

Kerri Corn, Director, (202) 649-6398, or James Weinberger, Technical Expert, (202) 649-5213, Credit and Market Risk Division; Linda M. Jennings, National Bank Examiner, (980) 387-0619; Patrick T. Tierney, Assistant Director, or Tiffany Eng, Attorney, Legislative and Regulatory Activities Division, (202) 649-5490, for persons who are deaf or hard of hearing, TTY, (202) 649-5597; or Tena Alexander, Senior Counsel, or David Stankiewicz, Senior Attorney, Securities and Corporate Practices Division, (202) 649-5510; Office of the Comptroller of the Currency, 400 7th Street SW., Washington, DC 20219.

Board:

Constance Horsley, Assistant Director, (202) 452-5239, David Emmel, Manager, (202) 912-4612, Adam S. Trost, Senior Supervisory Financial Analyst, (202) 452-3814, or J. Kevin Littler, Senior Supervisory Financial Analyst, (202) 475-6677, Credit, Market and Liquidity Risk Policy, Division of Banking Supervision and Regulation; April C. Snyder, Senior Counsel, (202) 452-3099, Dafina Stewart, Senior Attorney, (202) 452-3876, Jahad Atieh, Attorney, (202) 452-3900, Legal Division, Board of Governors of the Federal Reserve System, 20th and C Streets NW., Washington, DC 20551. For the hearing impaired only, Telecommunication Device for the Deaf (TDD), (202) 263-4869.

FDIC:

Kyle Hadley, Chief, Examination Support Section, (202) 898-6532; Eric Schatten, Capital Markets Policy Analyst, (202) 898-7063, Capital Markets Branch Division of Risk Management Supervision, (202) 898-6888; Gregory Feder, Counsel, (202) 898-8724, or Suzanne Dawley, Senior Attorney, (202) 898-6509, Supervision Branch, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street NW., Washington, DC, 20429.

SUPPLEMENTARY INFORMATION:

Table of Contents

I. Overview

A. Background and Summary of the Proposed Rule

B. Summary of Comments on the Proposed Rule and Significant Comment Themes

C. Overview of the Final Rule and Significant Changes From the Proposal

D. Scope of Application of the Final Rule

1. Covered Companies

2. Covered Depository Institution Subsidiaries

3. Companies that Become Subject to the LCR Requirements

II. Minimum Liquidity Coverage Ratio

A. The LCR Calculation and Maintenance Requirement

1. A Liquidity Coverage Requirement

2. The Liquidity Coverage Ratio Stress Period

3. The Calculation Date, Daily Calculation Requirement, and Comments on LCR Reporting

B. High-Quality Liquid Assets

1. Liquidity Characteristics of HQLA

2. Qualifying Criteria for Categories of HQLA

3. Requirements for Inclusion as Eligible HQLA

4. Generally Applicable Criteria for Eligible HQLA

5. Calculation of the HQLA Amount

C. Net Cash Outflows

1. The Total Net Cash Outflow Amount

2. Determining Maturity

3. Outflow Amounts

4. Inflow Amounts

III. Liquidity Coverage Ratio Shortfall

IV. Transition and Timing

V. Modified Liquidity Coverage Ratio

A. Threshold for Application of the Modified Liquidity Coverage Ratio Requirement.

B. 21 Calendar-Day Stress Period

C. Calculation Requirements and Comments on Modified LCR Reporting

VI. Plain Language

VII. Regulatory Flexibility Act

VIII. Paperwork Reduction Act

IX. OCC Unfunded Mandates Reform Act of 1995 Determination

I. Overview

A. Background and Summary of the Proposed Rule

On November 29, 2013, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Board), and the Federal Deposit Insurance Corporation (FDIC) (collectively, the agencies) invited comment on a proposed rule (proposed rule or proposal) to implement a liquidity coverage ratio (LCR) requirement that would be consistent with the international liquidity standards published by the Basel Committee on Banking Supervision (BCBS).

The proposed rule would have applied to nonbank financial companies designated by the Financial Stability Oversight Council (Council) for supervision by the Board that do not have substantial insurance activities (covered nonbank companies), large, internationally active banking organizations, and their consolidated subsidiary depository institutions with total assets of $10 billion or more (each, a covered company).

The Board also proposed to implement a modified version of the liquidity coverage ratio requirement (modified LCR) as an enhanced prudential standard for bank holding companies and savings and loan holding companies with $50 billion or more in total consolidated assets that are not internationally active and do not have substantial insurance activities (each, a modified LCR holding company).

The BCBS is a committee of banking supervisory authorities that was established by the central bank governors of the G10 countries in 1975. It currently consists of senior representatives of bank supervisory authorities and central banks from Argentina, Australia, Belgium, Brazil, Canada, China, France, Germany, Hong Kong SAR, India, Indonesia, Italy, Japan, Korea, Luxembourg, Mexico, the Netherlands, Russia, Saudi Arabia, Singapore, South Africa, Sweden, Switzerland, Turkey, the United Kingdom, and the United States. The OCC, Board, and FDIC actively participate in BCBS and its international efforts. Documents issued by the BCBS are available through the Bank for International Settlements Web site at

http://www.bis.org.

78 FR 71818 (November 29, 2013).

The BCBS published the international liquidity standards in December 2010 as a part of the Basel III reform package

and revised the standards in January 2013 (as revised, the Basel III Revised Liquidity Framework).

The agencies are actively involved in the BCBS and its international efforts, including the development of the Basel III Revised Liquidity Framework.

BCBS, “Basel III: International framework for liquidity risk measurement, standards and monitoring” (December 2010), available at

http://www.bis.org/publ/bcbs188.pdf

(Basel III Liquidity Framework).

BCBS, “Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools” (January 2013), available at

http://www.bis.org/publ/bcbs238.htm.

To devise the Basel III Revised Liquidity Framework, the BCBS gathered supervisory data from multiple jurisdictions, including a substantial amount of data related to U.S. financial institutions, which was reflective of a variety of time periods and types of historical liquidity stresses. These historical stresses included both idiosyncratic and systemic stresses across a range of financial institutions. The BCBS determined the LCR parameters based on a combination of historical data analysis and supervisory judgment.

The proposed rule would have established a quantitative minimum LCR requirement that builds upon the liquidity coverage methodologies traditionally used by banking organizations to assess exposures to contingent liquidity events. The

proposed rule was designed to complement existing supervisory guidance and the requirements of the Board's Regulation YY (12 CFR part 252) on internal liquidity stress testing and liquidity risk management that the Board issued, in consultation with the OCC and the FDIC, pursuant to section 165 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act).

The proposed rule also would have established transition periods for conformance with the requirements.

See

Board, “Enhanced Prudential Standards for Bank Holding Companies and Foreign Banking Organizations,” 79 FR 17240 (March 27, 2014) (Board's Regulation YY); OCC, Board, FDIC, Office of Thrift Supervision, and National Credit Union Administration, “Interagency Policy Statement on Funding and Liquidity Risk Management,” 75 FR 13656 (March 22, 2010) (Interagency Liquidity Policy Statement).

The proposed LCR would have required a covered company to maintain an amount of unencumbered high-quality liquid assets (HQLA amount) sufficient to meet its total stressed net cash outflows over a prospective 30 calendar-day period, as calculated in accordance with the proposed rule. The proposed rule outlined certain categories of assets that would have qualified as high-quality liquid assets (HQLA) if they were unencumbered and able to be monetized during a period of stress. HQLA that are unencumbered and controlled by a covered company's liquidity risk management function would enhance the ability of a covered company to meet its liquidity needs during an acute short-term liquidity stress scenario. A covered company would have determined its total net cash outflow amount by applying the proposal's outflow and inflow rates, which reflected a standardized stress scenario, to the covered company's funding sources, obligations, and assets over a prospective 30 calendar-day period. The net cash outflow amount for modified LCR holding companies would have reflected a 21 calendar-day period. The proposed rule would have been generally consistent with the Basel III Revised Liquidity Framework; however, there were instances where the agencies believed supervisory or market conditions unique to the United States required the proposal to differ from the Basel III standard.

B. Summary of Comments on the Proposed Rule and Significant Comment Themes

Each of the agencies received over 100 comments on the proposal from U.S. and foreign firms, public officials (including state and local government officials and members of the U.S. Congress), public interest groups, private individuals, and other interested parties. In addition, agency staffs held a number of meetings with members of the public and obtained supplementary information from certain commenters. Summaries of these meetings are available on the agencies' public Web sites.

See http://www.regulations.gov/index.jsp#!docketDetail;D=OCC-2013-0016

(OCC);

http://www.fdic.gov/regulations/laws/federal/2013/2013_liquidity_coverage_ae04.html

(FDIC);

http://www.federalreserve.gov/newsevents/reform_systemic.htm

(Board).

Although many commenters generally supported the purpose of the proposed rule to create a standardized minimum liquidity requirement, most commenters either expressed concern regarding the proposal overall or criticized specific aspects of the proposed rule. The agencies received a number of comments regarding the differences between the proposed rule and the Basel III Revised Liquidity Framework, together with comments on the interaction of this proposal with other rulemakings issued by the agencies. Comments about differences between the proposed rule and the Basel III standard were mixed. Some commenters expressed support for the areas in which the proposed rule was more stringent than the Basel III Revised Liquidity Framework and others stated that having more conservative treatment for assessing the LCR could disadvantage the U.S. banking system. Commenters questioned whether the proposal should impose heightened standards compared to the Basel III Revised Liquidity Framework and requested that the final rule's calculation of the LCR conform to the Basel III standard in order to maintain consistency and comparability internationally. A commenter noted that the proposed rule would create a burden for those institutions required to comply with more than one liquidity standard throughout their global operations. Another commenter argued that the proposed rule's divergence from the Basel III Revised Liquidity Framework would make it more difficult to harmonize with global standards. Commenters also expressed concern about the interaction between the proposed rule and other proposed or recently finalized rules that affect a covered company's LCR, such as the agencies' supplementary leverage ratio

and the Commodity Futures Trading Commission's liquidity requirements for derivatives clearing organizations.

79 FR 24528 (May 1, 2014).

76 FR 69334 (November 8, 2011).

Additionally, a few commenters expressed concerns about the overall impact of the requirements, citing the impact of the standard on covered companies' costs, competitiveness, and existing business practices, as well as the impact upon non-financial companies more broadly. As described in more detail below, the agencies have addressed these issues by reducing burdens where appropriate, while ensuring that the final rule serves the purpose of promoting the safety and soundness of covered companies. The agencies found that certain comments concerning the costs and benefits of the proposed rule to be relevant to their deliberations, and, on the basis of these and other considerations, made the changes discussed below.

The proposed rule would have required covered companies to comply with a minimum LCR of 80 percent beginning on January 1, 2015, 90 percent beginning on January 1, 2016, and 100 percent beginning on January 1, 2017, and thereafter. These transition periods were similar to, but shorter than, those set forth in the Basel III Revised Liquidity Framework, and were intended to preserve the strong liquidity positions many U.S. banking organizations have achieved since the recent financial crisis. The proposed rule also would have required covered companies to calculate their LCR daily, beginning on January 1, 2015. A number of commenters expressed concerns with the proposed transition periods as well as the operational difficulties of meeting the proposed requirement for daily calculation of the LCR. Additionally, some commenters expressed concerns regarding the scope of application of the proposed rule, with regard to both the application of the proposed rule to covered nonbank companies and the proposed rule's delineation between covered companies and modified LCR holding companies.

Commenters generally expressed a desire to see a wider range of asset classes included as HQLA or to have some asset classes and funding sources treated as having greater liquidity than proposed. The agencies received comments that highlighted the differences between the types of assets included as HQLA under the U.S. proposal and those that might be included under the Basel III Revised Liquidity Framework. For example, the agencies proposed excluding some asset classes from HQLA that may have qualified under the Basel III Revised Liquidity Framework given the agencies' concerns about their relative lack of liquidity. Many of these comments related to the exclusion in

the proposed rule of state and municipal securities from HQLA. Commenters expressed concern that the exclusion of municipal securities from HQLA could lead to higher funding costs for municipalities, which could affect local economies and infrastructure.

Likewise, the agencies' proposed method for determining a covered company's HQLA amount elicited many comments. A number of these comments focused on the treatment of deposits from public sector entities that are required by law to be secured by eligible collateral and would have been treated as secured funding transactions under the proposed rule. Commenters expressed concern that the treatment of secured deposits in the calculation of a covered company's HQLA amount would lead to distortions in the LCR calculation and to reduced acceptance of public deposits by covered companies.

The proposed rule would have required covered companies to hold an amount of HQLA to meet their greatest liquidity need within a prospective 30 calendar-day period rather than at the end of that period. By requiring a covered company to calculate its total net cash outflow amount using its peak cumulative net outflow day, the proposal would have taken into account potential maturity mismatches between a covered company's contractual outflows and inflows during the 30 calendar-day period. The agencies received many comments on the methodology for calculating the peak cumulative net cash outflow amount, specifically in regard to the treatment of non-maturity outflows. Some commenters felt that the approach had merits because it captured potential liquidity shortfalls within the 30 calendar-day period, whereas others argued that that it was overly conservative, unrealistic, and inconsistent with the Basel III Revised Liquidity Framework.

Generally, commenters expressed that the outflow rates used to determine total net cash outflows were too high with respect to specific outflow categories. Commenters also expressed concern that specific outflow rates were applied to overly narrow or overly broad categories of exposures in certain cases. Several commenters requested the agencies to clarify whether the outflow and inflow rates under the final rule are designed to reflect an idiosyncratic stress at a particular institution or general market distress. The agencies received a number of comments on the criteria for determining whether a deposit was an operational deposit and on the definitions of certain related terms. Commenters generally approved of the potential categorization of certain deposits as operational deposits but expressed concern that other deposits were excluded from the category. Similarly, some commenters expressed concern that the outflow rates assigned to committed facilities extended to special purpose entities (SPEs) did not differentiate between different types of SPEs.

Several commenters expressed concern that the proposed modified LCR would have required net cash outflows to be calculated over a 21 calendar-day stress period. Commenters argued that using a 21 calendar-day period would create significant operational burden as it is an atypical period that does not align well with their existing systems and processes. Commenters also expressed concerns regarding the transition periods and the daily calculation requirement applicable to modified LCR holding companies.

C. Overview of the Final Rule and Significant Changes From the Proposal

Consistent with the proposed rule, the final rule establishes a minimum LCR requirement applicable, on a consolidated basis, to large, internationally active banking organizations with $250 billion or more in total consolidated assets or $10 billion or more in total on-balance sheet foreign exposure, and to consolidated subsidiary depository institutions of these banking organizations with $10 billion or more in total consolidated assets.

Unlike the proposed rule, however, the final rule will not apply to covered nonbank companies or their consolidated subsidiary depository institutions. Instead, as discussed further below in section I.D, the Board will establish any LCR requirement for such companies by order or rule. The final rule does not apply to foreign banking organizations or U.S. intermediate holding companies that are required to be established under the Board's Regulation YY, other than those companies that are otherwise covered companies.

Like the proposed rule, the final rule does not apply to institutions that have opted to use the advanced approaches risk-based capital rule.

See

12 CFR part 3 (OCC), 12 CFR part 217 (Board), and 12 CFR part 324 (FDIC).

12 CFR 252.153.

As discussed in section V of this Supplementary Information section, and consistent with the proposal, the Board also is separately adopting a modified version of the LCR for bank holding companies and savings and loan holding companies without significant insurance operations (or, in the case of savings and loan holding companies, also without significant commercial operations) that, in each case, have $50 billion or more in total consolidated assets, but are not covered companies for the purposes of the final rule.

Total consolidated assets for the purposes of the proposed rule would have been as reported on a covered company's most recent year-end Consolidated Reports of Condition and Income or Consolidated Financial Statements for Bank Holding Companies, Federal Reserve Form FR Y-9C. Foreign exposure data would be calculated in accordance with the Federal Financial Institutions Examination Council 009 Country Exposure Report. The agencies have retained these standards in the final rule as proposed.

The final rule requires a covered company to maintain an amount of HQLA meeting the criteria set forth in this final rule (the HQLA amount, which is the numerator of the ratio) that is no less than 100 percent of its total net cash outflows over a prospective 30 calendar-day period (the denominator of the ratio). The agencies recognize that, under certain circumstances, it may be necessary for a covered company's LCR to fall briefly below 100 percent to fund unanticipated liquidity needs.

However, a LCR below 100 percent may also reflect a significant deficiency in a covered company's management of liquidity risk. Therefore, consistent with the proposed rule, the final rule establishes a framework for a flexible supervisory response when a covered company's LCR falls below 100 percent. Under the final rule, a covered company must notify the appropriate Federal banking agency on any business day that its LCR is less than 100 percent. In addition, if a covered company's LCR is below 100 percent for three consecutive business days, the covered company must submit to its appropriate Federal banking agency a plan for remediation of the shortfall.

These procedures, which are described in further detail in section III of this Supplementary Information section, are intended to enable supervisors to monitor and respond appropriately to the unique circumstances that give rise to a covered company's LCR shortfall.

During the transition period, for covered companies, the agencies will consider a shortfall to be a liquidity coverage ratio lower than 80 percent in 2015 and lower than 90 percent in 2016.

During the period when a covered company is required to calculate its LCR monthly, the covered company must promptly consult with the appropriate Federal banking agency to determine whether a plan would be required if the covered company's LCR is below the minimum requirement for any calculation date that is the last business day of the calendar month.

The agencies emphasize that the LCR is a minimum requirement and organizations that pose more systemic risk to the U.S. banking system or whose liquidity stress testing indicates a need

for higher liquidity reserves may need to take additional steps beyond meeting the minimum ratio in order to meet supervisory expectations. The LCR will complement existing supervisory guidance and the more qualitative and internal stress test requirements in the Board's Regulation YY.

Under the final rule, certain categories of assets may qualify as eligible HQLA and may contribute to the HQLA amount if they are unencumbered by liens and other restrictions on transfer and can therefore be converted quickly into cash without reasonably expecting to incur losses in excess of the applicable LCR haircuts during a stress period. Consistent with the proposal, the final rule establishes three categories of HQLA: level 1 liquid assets, level 2A liquid assets and level 2B liquid assets. The fair value, as determined under U.S. generally accepted accounting principles (GAAP), of a covered company's level 2A liquid assets and level 2B liquid assets are subject to haircuts of 15 percent and 50 percent respectively. The amount of level 2 liquid assets (that is, level 2A and level 2B liquid assets) may not comprise more than 40 percent of the covered company's HQLA amount. The amount of level 2B liquid assets may not comprise more than 15 percent of the covered company's HQLA amount.

Certain adjustments have been made to the final rule to address concerns raised by a number of commenters with respect to assets that would have qualified as HQLA. With respect to the inclusion of corporate debt securities as HQLA, the agencies have removed the requirement that corporate debt securities have to be publicly traded on a national securities exchange in order to qualify for inclusion as HQLA. Additionally, in response to requests by several commenters, the agencies have expanded the pool of publicly traded common equity shares that may be included as HQLA. Consistent with the proposed rule, the final rule does not include state and municipal securities as HQLA. As discussed fully in section II.B.2 of this Supplementary Information section, the liquidity characteristics of municipal securities range significantly and many of these assets do not exhibit the characteristics for inclusion as HQLA. With respect to the calculation of the HQLA amount and in response to comments received, the agencies are removing collateralized deposits, as defined in the final rule, from the calculation of amounts exceeding the composition caps, as described in section II.B.5, below.

A covered company's total net cash outflow amount is determined under the final rule by applying outflow and inflow rates, which reflect certain standardized stressed assumptions, against the balances of a covered company's funding sources, obligations, transactions, and assets over a prospective 30 calendar-day period. Inflows that can be included to offset outflows are limited to 75 percent of outflows to ensure that covered companies are maintaining sufficient on-balance sheet liquidity and are not overly reliant on inflows, which may not materialize in a period of stress.

As further described in section II.C of this Supplementary Information section and discussed in the proposal, the measure of net cash outflow and the outflow and inflow rates used in its determination are meant to reflect aspects of historical stress events including the recent financial crisis. Consistent with the Basel III Revised Liquidity Framework and the agencies' evaluation of relevant supervisory information, these net outflow components of the final rule take into account the potential impact of idiosyncratic and market-wide shocks, including those that would result in: (1) A partial loss of unsecured wholesale funding capacity; (2) a partial loss of secured, short-term financing with certain collateral and counterparties; (3) losses from derivative positions and the collateral supporting those positions; (4) unscheduled draws on committed credit and liquidity facilities that a covered company has provided to its customers; (5) the potential need for a covered company to buy back debt or to honor non-contractual obligations in order to mitigate reputational and other risks; (6) a partial loss of retail deposits and brokered deposits from retail customers; and (7) other shocks that affect outflows linked to structured financing transactions, mortgages, central bank borrowings, and customer short positions.

The agencies revised certain elements of the calculation of net cash outflows in the final rule, which are also described in section II.C below. The methodology for determining the peak cumulative net outflow has been amended to address certain comments relating to the treatment in the proposed rule of non-maturity outflows. The revised methodology focuses more explicitly on the maturity mismatch of contractual outflows and inflows as well as overnight funding from financial institutions.

The agencies have also changed the definition of operational services and the list of operational requirements. In making these changes, the agencies have addressed certain issues raised by commenters relating to the types of operational services that would be covered by the rule and the requirement to exclude certain deposits from being classified as operational. Additionally, the agencies have limited the outflow rate that must be applied to maturing secured funding transactions such that the outflow rate should generally not be greater than the outflow rate for an unsecured funding transaction with the same wholesale counterparty. The agencies have also revised the outflow rates for committed credit and liquidity facilities to SPEs so that only SPEs that rely on the market for funding receive the 100 percent outflow rate. This change should address commenters' concerns about inappropriate outflow rates for SPEs that are wholly funded by long-term bank loans and similar facilities and do not have the same liquidity risk characteristics as those that rely on the market for funding.

Consistent with the Basel III Revised Liquidity Framework, the final rule is effective as of January 1, 2015, subject to the transition periods in the final rule. Under the final rule, covered companies will be required to maintain a minimum LCR of 80 percent beginning January 1, 2015. From January 1, 2016, through December 31, 2016, the minimum LCR would be 90 percent. Beginning on January 1, 2017, and thereafter, all covered companies would be required to maintain an LCR of 100 percent. Transition periods are described fully in section IV of this Supplementary Information section.

The agencies made changes to the final rule's transition periods to address commenters' concerns that the proposed transition periods would not have provided covered companies enough time to establish the required infrastructure to ensure compliance with the proposed rule's requirements, including the proposed daily calculation requirement. These changes reflect commenters' concern regarding the operational challenges of implementing the daily calculation requirement, while still requiring firms to maintain sufficient HQLA to comply with the rule. Although the agencies will still require compliance with the final rule starting January 1, 2015, the agencies have delayed implementation of the daily calculation requirement. With respect to the daily calculation requirements, covered companies that are depository institution holding companies with $700 billion or more in total consolidated assets or $10 trillion or more in assets under custody, and any depository institution that is a consolidated subsidiary of such depository institution holding

companies that has total consolidated assets equal to $10 billion or more, are required to calculate their LCR on the last business day of the calendar month from January 1, 2015, to June 30, 2015, and beginning on July 1, 2015, must calculate their LCR on each business day. All other covered companies are required to calculate the LCR on the last business day of the calendar month from January 1, 2015, to June 30, 2016, and beginning on July 1, 2016, and thereafter, must calculate their LCR each business day.

As detailed in section V of this Supplementary Information section, in response to comments, the Board is also adjusting the transition periods and calculation frequency requirements for the modified LCR in the final rule. Modified LCR holding companies will not be subject to the final rule in 2015 and will calculate their LCR monthly starting January 1, 2016. Furthermore, the Board is increasing the stress period over which modified LCR net cash outflows are to be calculated from 21 calendar days to 30 calendar days and is amending the methodology required to calculate total net cash outflows under the modified LCR.

The Basel III Revised Liquidity Framework also establishes liquidity risk monitoring mechanisms to strengthen and promote global consistency in liquidity risk supervision. These mechanisms include information on contractual maturity mismatch, concentration of funding, available unencumbered assets, LCR reporting by significant currency, and market-related monitoring tools. At this time, the agencies are not implementing these monitoring mechanisms as regulatory standards or requirements. However, the agencies intend to obtain information from covered companies to enable the monitoring of liquidity risk exposure through reporting forms and information the agencies collect through other supervisory processes.

The final rule will provide enhanced information about the short-term liquidity profile of a covered company to managers, supervisors, and market participants. With this information, the covered company's management and supervisors should be better able to assess the company's ability to meet its projected liquidity needs during periods of liquidity stress; take appropriate actions to address liquidity needs; and, in situations of failure, implement an orderly resolution of the covered company. The agencies anticipate that they will separately seek comment upon proposed regulatory reporting requirements and instructions pertaining to a covered company's disclosure of the final rule's LCR in a subsequent notice under the Paperwork Reduction Act.

The final rule is consistent with the Basel III Revised Liquidity Framework, with some modifications to reflect the unique characteristics and risks of the U.S. market and U.S. regulatory frameworks. The agencies believe that these modifications support the goal of enhancing the short-term liquidity resiliency of covered companies and do not unduly diminish the consistency of the LCR on an international basis.

The agencies note that the BCBS is in the process of reviewing the Net Stable Funding Ratio (NSFR) that was included in the Basel III Liquidity Framework when it was first published in 2010. The NSFR is a standard focused on a longer time horizon that is intended to limit overreliance on short-term wholesale funding, to encourage better assessment of funding risks across all on- and off-balance sheet items, and to promote funding stability. The agencies anticipate a separate rulemaking regarding the NSFR once the BCBS adopts a final international version of the NSFR.

D. Scope of Application of the Final Rule

1. Covered Companies

Consistent with the Basel III Revised Liquidity Framework, the proposed rule would have established a minimum LCR applicable to all U.S. internationally active banking organizations, and their consolidated subsidiary depository institutions with total consolidated assets of $10 billion or more. In implementing internationally agreed upon standards in the United States, such as the capital framework developed by the BCBS, the agencies have historically applied a consistent threshold for determining whether a U.S. banking organization should be subject to such standards. The threshold, generally banking organizations with $250 billion or more in total consolidated assets or $10 billion or more in total on-balance sheet foreign exposure, is based on the size, complexity, risk profile, and interconnectedness of such organizations.

See e.g.,

OCC, Board, and FDIC, “Regulatory Capital Rules: Regulatory Capital, Implementation of Basel III, Capital Adequacy, Transition Provisions, Prompt Corrective Action, Standardized Approach for Risk-weighted Assets, Market Discipline and Disclosure Requirements, Advanced Approaches Risk-Based Capital Rule, and Market Risk Capital Rule,” 78 FR 62018 (October 11, 2013).

A number of commenters asserted that the agencies' definition of internationally active would apply the quantitative minimum liquidity standard to an inappropriate set of companies. Several commenters argued that the internationally active thresholds would capture several large banking organizations even though the business models, operations, and funding profiles of these organizations have some characteristics that are similar to those bank holding companies that would be subject to the modified LCR proposed by the Board. Commenters stated that it would be more appropriate for all “regional banks” to be subject to the modified LCR as described under section V of the Supplementary Information section to the proposed rule. One commenter requested that the agencies not apply the standard based on the foreign exposure threshold, but use a threshold that takes into account changes in industry structure, considerations of competitive equality across jurisdictions, and differences in capital and liquidity regulation.

The Board also proposed to apply the proposed rule to covered nonbank companies as an enhanced liquidity standard pursuant to its authority under section 165 of the Dodd-Frank Act. The Board believed those organizations should maintain appropriate liquidity commensurate with their contribution to overall systemic risk in the United States and believed the proposal properly reflected such firms' funding profiles. One commenter stated that the proposed rule would adversely impact covered nonbank companies that own banks to facilitate customer transactions, and would create a mismatch of regulations that will hamper the ability of such businesses to operate. This commenter further noted that because of their different business models, covered nonbank companies are likely to engage in significantly less deposit-taking than large bank holding companies, which generally translates into less access to one of a few sources of level 1 liquid assets, Federal Reserve Bank balances. The commenter requested specific tailoring of the LCR or a delay in the implementation of the final rule for covered nonbank companies.

One commenter noted that although the proposed rule would have exempted depository institution holding companies with substantial insurance operations and savings and loan holding companies with substantial commercial operations, it would not have exempted depository holding companies with significant retail securities brokerage operations, which the commenter argued also have liquidity risk profiles that should not be covered by the

liquidity requirements. Another commenter suggested that the agencies consider waiving the LCR requirement for certain covered companies, subject to satisfactory compliance with other metrics such as capital ratios, stress tests, or the NSFR.

The final rule seeks to calibrate the net cash outflow requirement for a covered company based on the composition of the organization's balance sheet, off-balance sheet commitments, business activities, and funding profile. Sources of funding that are considered less likely to be affected at a time of a liquidity stress are assigned significantly lower 30 calendar-day outflow rates. Conversely, the types of funding that are historically vulnerable to liquidity stress events are assigned higher outflow rates. Consistent with the Basel III Revised Liquidity Framework, in the proposed rule, the agencies expected that covered companies with less complex balance sheets and less risky funding profiles would have lower net cash outflows and would therefore require a lower amount of HQLA to meet the proposed rule's minimum liquidity standard. For example, under the proposed rule, covered companies that rely to a greater extent on retail deposits that are fully covered by deposit insurance and less on short-term unsecured wholesale funding would have had a lower total net cash outflow amount when compared to a banking organization that was heavily reliant on wholesale funding.

Furthermore, systemic risks that could impair the safety of covered companies were also reflected in the minimum requirement, including provisions to address wrong-way risk, shocks to asset prices, and other industry-wide risks that materialized in the 2007-2009 financial crisis. Under the proposed rule, covered companies that have greater interconnectedness to financial counterparties and have liquidity risks related to risky capital market instruments may have larger net cash outflows when compared to covered companies that do not have such dependencies. Large consolidated banking organizations engage in a diverse range of business activities and have a liquidity risk profile commensurate with the breadth of these activities. The scope and volume of these organizations' financial transactions lead to interconnectedness between banking organizations and between the banking sector and other financial and non-financial market participants.

The agencies believe that the proposed scope of application thresholds were properly calibrated to capture companies with the most significant liquidity risk profiles. The agencies believe that covered depository institution holding companies with total consolidated assets of $250 billion or more have a riskier liquidity profile relative to smaller firms based on their breadth of activities and interconnectedness with the financial sector. Likewise, the foreign exposure threshold identifies firms with a significant international presence, which may also be subject to greater liquidity risks for the same reasons. In finalizing this rule, the agencies are promoting the short-term liquidity resiliency of institutions engaged in a broad variety of activities, transactions, and forms of financial interconnectedness. For the reasons discussed above, the agencies believe that the consistent scope of application used across several regulations is appropriate for the final rule.

Id.

The agencies believe that providing a waiver to covered companies that meet alternate metrics would be contrary to the express purpose of the proposed rule to provide a standardized quantitative liquidity metric for covered companies. Moreover, with respect to commenters' requests to exclude certain covered companies with large retail securities brokerage and other non-depository operations from the scope of the final rule, the agencies believe that such companies have heightened liquidity risk profiles due to the range and volume of financial transactions entered into by such organizations and that the LCR is appropriately calibrated to reflect those business models.

The proposed rule exempted depository institution holdings companies and nonbank financial companies designated by the Council for Board supervision with large insurance operations or savings and loan holding companies with large commercial operations, because their business models differ significantly from covered companies. The Board recognizes that the companies designated by the Council may have a range of businesses, structures, and activities, that the types of risks to financial stability posed by nonbank financial companies will likely vary, and that the enhanced prudential standards applicable to bank holding companies may not be appropriate, in whole or in part, for all nonbank financial companies. Accordingly, the Board is not applying the LCR requirement to nonbank financial companies supervised by the Board through this rulemaking. Instead, following designation of a nonbank financial company for supervision by the Board, the Board intends to assess the business model, capital structure, and risk profile of the designated company to determine how the proposed enhanced prudential standards should apply, and if appropriate, would tailor application of the LCR by order or rule to that nonbank financial company or to a category of nonbank financial companies. The Board will ensure that nonbank financial companies receive notice and opportunity to comment prior to determination of the applicability of any LCR requirement.

Upon the issuance of an order or rule that causes a nonbank financial company to become a covered nonbank company subject to the LCR requirement, any state nonmember bank or state savings association with $10 billion or more in total consolidated assets that is a consolidated subsidiary of such covered nonbank company also would be subject to the final rule. When a nonbank financial company parent of a national bank or Federal savings association becomes subject to the LCR requirement by order or rule, the OCC will apply its reservation of authority under § __.1(b)(1)(iv) of the final rule, including applying the notice and response procedures described in § __.1(b)(5) of the final rule, to determine if application of the LCR requirement is appropriate for the national bank or Federal savings association in light of its asset size, level of complexity, risk profile, scope of operations, affiliation with foreign or domestic covered entities, or risk to the financial system.

As in the proposed rule, the final rule does not apply to a bridge financial company or a subsidiary of a bridge financial company, a new depository institution or a bridge depository institution, as those terms are used in the resolution context.

The agencies believe that requiring the FDIC to maintain a minimum LCR at these entities would inappropriately constrain the FDIC's ability to resolve a depository institution or its affiliated companies in an orderly manner.

See

12 U.S.C. 1813(i); 5381(a)(3).

Pursuant to the International Banking Act (IBA), 12 U.S.C. 3102(b), and OCC regulation, 12 CFR 28.13(a)(1), the operations of a Federal branch or agency regulated and supervised by the OCC are subject to the same rights and responsibilities as a national bank operating at the same location. Thus, as a general matter, Federal branches and agencies are subject to the same laws and regulations as national banks. The IBA and the OCC regulation state, however, that this general standard does not apply when the IBA or other applicable law or regulations provide other specific standards for

Federal branches or agencies, or when the OCC determines that the general standard should not apply. This final rule would not apply to Federal branches and agencies of foreign banks operating in the United States. At this time, these entities have assets that are substantially below the proposed $250 billion asset threshold for applying the proposed liquidity standard to an internationally active banking organization. As part of its supervisory program for Federal branches and agencies of foreign banks, the OCC reviews liquidity risks and takes appropriate action to limit such risks in those entities.

A company will remain subject to this final rule until its appropriate Federal banking agency determines in writing that application of the rule to the company is not appropriate. Moreover, nothing in the final rule limits the authority of the agencies under any other provision of law or regulation to take supervisory or enforcement actions, including actions to address unsafe or unsound practices or conditions, deficient liquidity levels, or violations of law.

As proposed, the agencies are reserving the authority to apply the final rule to a bank holding company, savings and loan holding company, or depository institution that does not meet the asset thresholds described above if it is determined that the application of the LCR would be appropriate in light of a company's asset size, level of complexity, risk profile, scope of operations, affiliation with foreign or domestic covered companies, or risk to the financial system. The agencies also are reserving the authority to require a covered company to hold an amount of HQLA greater than otherwise required under the final rule, or to take any other measure to improve the covered company's liquidity risk profile, if the appropriate Federal banking agency determines that the covered company's liquidity requirements as calculated under the final rule are not commensurate with its liquidity risks. In making such determinations, the agencies will apply the notice and response procedures as set forth in their respective regulations.

2. Covered Depository Institution Subsidiaries

The proposed rule would have applied the LCR requirements to depository institutions that are the consolidated subsidiaries of covered companies and have $10 billion or more in total consolidated assets. Several commenters argued that the agencies should not apply a separate LCR requirement to subsidiary depository institutions of covered companies. Another commenter noted that foreign banking organizations would be subject to separate liquidity requirements for the entire organization, for any U.S. intermediate holding company that the foreign banking organization would be required to form under the Board's Regulation YY, and for depository institution subsidiaries that would be subject to the proposed rule, which, the commenter asserted, could result in unnecessarily duplicative holdings of liquid assets within the organization. In addition, several commenters argued that the separate LCR requirement for depository institution subsidiaries would result in excess liquidity being trapped at the covered subsidiaries, especially if the final rule capped the inflows from affiliated entities at 75 percent of their outflows. To alleviate this burden, one commenter requested that the final rule permit greater reliance on support by the top-tier holding company.

One commenter argued that excess liquidity at the holding company should be considered when calculating the LCR for the subsidiary in order to recognize the requirement that a bank holding company serve as a source of strength for its subsidiary depository institutions. The commenter also argued that requiring subsidiary depository institutions to calculate the LCR does not recognize the relationship between consolidated depository institutions that are subsidiaries of the same holding company and requested that the rule permit a depository institution to count any excess HQLA held by an affiliated depository institution, consistent with the sister bank exemption in section 23A of the Federal Reserve Act.

12 U.S.C. 371c.

One commenter argued that the rule should not require less complex banking organizations to calculate the LCR for consolidated subsidiary depository institutions with total consolidated assets of $10 billion or more. Another commenter expressed concern that although subsidiary depository institutions with total consolidated assets between $1 billion and $10 billion would not be required to comply with the requirements of the proposed rule, agency examination staff would pressure such subsidiary depository institutions to conform to the requirements of the final rule. A few commenters requested that the agencies clarify that these subsidiary depository institutions would not be required by agency examination staff to conform to the rule.

In promoting short-term, asset-based liquidity resiliency at covered companies, the agencies are seeking to limit the consequences of a potential liquidity stress event on the covered company and on the broader financial system in a manner that does not rely on potential government support. Large depository institution subsidiaries play a significant role in a covered company's funding structure, and in the operation of the payments system. These large subsidiaries generally also have access to deposit insurance coverage. Accordingly, the agencies believe that the application of the LCR requirement to these large depository institution subsidiaries is appropriate.

To reduce the potential systemic impact of a liquidity stress event at such large depository institution subsidiaries, the agencies believe that such entities should have a sufficient amount of HQLA to meet their own net cash outflows and should not be overly reliant on inflows from their parents or affiliates. Accordingly, the agencies do not believe that the separate LCR requirement for certain depository institution subsidiaries is duplicative of the requirement at the consolidated holding company level, and the agencies have adopted this provision of the final rule as proposed.

The Board is not applying the requirements of the final rule to foreign banking organizations and intermediate holding companies required to be formed under the Board's Regulation YY that are not otherwise covered companies at this time. The Board anticipates implementing an LCR-based standard through a future separate rulemaking for the U.S. operations of some or all foreign banking organizations with $50 billion or more in combined U.S. assets.

3. Companies That Become Subject to the LCR Requirements

The agencies have added § _.1(b)(2) to address the final rule's applicability to companies that become subject to the LCR requirements before and after September 30, 2014. Companies that are subject to the minimum liquidity standard under § _.1(b)(1) as of September 30, 2014 must comply with the rule beginning January 1, 2015, subject to the transition periods provided in subpart F of the final rule. A company that meets the thresholds for applicability after September 30, 2014, based on an applicable regulatory year-end report under § _.1(b)(1)(i) through (b)(1)(iii) must comply with the final rule beginning on April 1 of the following year.

The final rule provides newly covered companies with a transition period for the daily calculation requirement, recognizing that a daily calculation requirement could impose significant operational and technology demands.

Specifically, a newly covered company must calculate its LCR monthly from April 1 to December 1 of its first year of compliance. Beginning on January 1 of the following year, the covered company must calculate its LCR daily.

For example, a company that meets the thresholds for applicability under § _.1(b)(1)(i) through (b)(1)(iii) based on its regulatory report filed for fiscal year 2017 must comply with the final rule requirements beginning on April 1, 2018. From April 1, 2018 to December 31, 2018, the final rule requires the covered company to calculate its LCR monthly. Beginning January 1, 2019, and thereafter, the covered company must calculate its LCR daily.

When a covered company becomes subject to the final rule after September 30, 2014, as a result of an agency determination under § _.1(b)(1)(iv) that the LCR requirement is appropriate in light of the covered company's asset size, level of complexity, risk profile, scope of operations, affiliation with foreign or domestic covered entities, or risk to the financial system, the company must comply with the final rule requirements according to a transition period specified by the agency.

II. Minimum Liquidity Coverage Ratio

A. The LCR Calculation and Maintenance Requirement

As described above, under the proposed rule, a covered company would have been required to maintain an HQLA amount that was no less than 100 percent of its total net cash outflows.

1. A Liquidity Coverage Requirement

One commenter argued that the proposed rule's requirements would reduce incentives to maintain diversified liquid asset portfolios and other funding sources, which would result in the loss of diversification in banking organizations' sources of funding and liquid asset composition. Another commenter asserted that restoring and strengthening the authorities of the Federal Reserve as the lender of last resort would be a more effective and efficient alternative to bolstering a covered company's liquidity reserves. One commenter stated that the LCR requirement would introduce additional system complexities without taking into account the benefits of long-term funding stability afforded by the NSFR.

The agencies believe that the most recent financial crisis demonstrated that large, internationally active banking organizations were exposed to substantial wholesale market funding risks, as well as contingent liquidity risks, that were not well mitigated by the then-prevailing liquidity risk management practices and liquidity portfolio compositions. For a number of large financial institutions, this led to failure, bankruptcy, restructuring, merger, or only maintaining operations with financial support from the Federal government. The agencies believe that covered companies should not overly rely on wholesale market funding that may be elusive in a time of stress, not rely on expectations of government support, and not rely on asset classes that have a significant liquidity discount if sold during a period of stress. The agencies do not believe that the final rule's minimum standard will constrain the diversity of a covered company's funding sources or unduly restrict the types of assets that a covered company may hold for general liquidity risk purposes. Covered companies are expected to maintain appropriate levels of liquidity without reliance on central banks acting in the capacity of lenders of last resort. With respect to the NSFR, the agencies continue to engage in and support the ongoing development of the ratio as an international standard, and anticipate the standard will be implemented in the United States at the appropriate time. In the meantime, the agencies expect covered companies to maintain appropriate stable structural funding profiles.

For these reasons, the overall structure of the LCR requirement is being adopted as proposed. Under the final rule, a covered company is required to maintain an HQLA amount that is no less than 100 percent of its total net cash outflows over a prospective 30 calendar-day period, in accordance with the calculation requirements for the HQLA amount and total net cash outflows, as discussed below.

2. The Liquidity Coverage Ratio Stress Period

The proposed rule would have required covered companies to calculate the LCR based on a 30 calendar-day stress period. Some commenters requested that the liquidity coverage ratio calculation instead be based on a calendar-month stress period. Another commenter noted that supervisors should be attentive to the possibility that excess liquidity demands can build up just outside the 30 calendar-day window.

Consistent with the Basel III Revised Liquidity Framework, the final rule uses a standardized 30 calendar-day stress period. The LCR is intended to facilitate comparisons across covered companies and to provide consistent information about historical trends. The agencies are retaining the prospective 30 calendar-day period because a calendar month stress period is not compatible with the daily calculation requirement, which requires a forward-looking calculation of liquidity stress for the 30 calendar days following the calculation date, and a 30 calendar-day stress period would provide for an accurate historical comparison. Furthermore, while the LCR would establish one scenario for stress testing, the agencies expect companies subject to the final rule to maintain robust stress testing frameworks that incorporate additional scenarios that are more tailored to the risks within their companies.

The agencies also expect covered companies to appropriately monitor and manage liquidity risk both within and beyond the 30-day stress period. Accordingly, the agencies are adopting this aspect of the final rule as proposed.

Covered companies that are subject to the Board's Regulation YY are required to conduct internal liquidity stress tests that include a minimum of four periods over which the relevant stressed projections extend: Overnight, 30-day, 90-day, and one-year time horizons, and additional time horizons as appropriate. 12 CFR 253.35 (domestic bank holding companies); (12 CFR 235.175 (foreign banking organizations).

3. The Calculation Date, Daily Calculation Requirement, and Comments on LCR Reporting

Under the proposed rule, a covered company would have been required to calculate its LCR on each business day as of that date (the calculation date), with the horizon for each calculation ending 30 days from the calculation date. The proposed rule would have required a covered company to calculate its LCR on each business day as of a set time selected by the covered company prior to the effective date of the rule and communicated in writing to its appropriate Federal banking agency.

The proposed rule did not include a proposal to establish a reporting requirement for the LCR. The agencies anticipate separately seeking comment on proposed regulatory reporting requirements and instructions pertaining to a covered company's disclosure of the final rule's LCR in a subsequent notice under the Paperwork Reduction Act.

A number of commenters stated that the daily calculation requirement imposes significant operational burdens on covered companies. These include costs associated with building and testing new information technology systems, developing governance and

internal control frameworks for the LCR, and collecting and reviewing the requisite data to comply with the requirements of the proposed rule. Commenters argued that developing systems is challenging, expensive, and time consuming for those organizations that do not currently have such reporting capabilities in place. For example, one commenter said that capturing the data to perform the LCR calculation on a daily basis would require banking organizations to implement entirely new and custom data systems and mechanics. Several commenters expressed concerns generally that the additional system development costs would outweigh the benefits from the LCR to supervisors.

In addition to the costs of developing new systems, commenters also raised concerns about the time frame between the adoption of the final rule and the effective date of the proposed rule and indicated that there would be insufficient time in which to develop operational capabilities to comply with the proposed rule. For instance, one commenter argued that because the rule was not yet final, there would not be enough time to implement systems before the January 1, 2015 compliance date. Several commenters echoed a similar concern and contended that the burden associated with implementing and testing systems for the daily calculation is heightened by a short time frame. Some of these commenters requested a delay in the implementation of the final rule to better develop operational capabilities for compliance.

Several commenters argued that the requirement to calculate the LCR daily would require large changes to data systems, processes, reporting, and governance and were concerned that their institutions would not have the capability to perform accurately the required calculations. In particular, the commenters expressed concern with the level of certainty required for such calculation and its relation to their disclosure obligations under securities laws. Other commenters observed that there are limits to the number of large scale projects that covered companies can implement at one time, and building LCR reporting systems would require significant resources.

Other commenters preferred a monthly calculation given the significant information technology costs and short time frame until implementation. Further, several commenters stated that much of the data necessary to calculate a daily LCR currently is available only on systems that report monthly, rather than daily. These commenters also expressed concern over developing the necessary internal controls to ensure that the data is sufficiently accurate. Several commenters requested that the agencies require certain “regional” banking organizations that met the proposed rule's scope of applicability threshold, but have not been identified as Global Systemically Important Banks (G-SIBs) by the Financial Stability Board, to calculate the LCR on a monthly, rather than daily, basis. Commenters argued that the daily calculation for such organizations is unnecessary and that the monitoring of daily liquidity risk management should be established through the supervisory process. One commenter argued that it may not be necessary to perform detailed calculations every business day during periods of ample liquidity and suggested that the agencies impose the daily requirement only during periods of stress.

Covered companies that would not be subject to supervisory daily liquidity reporting requirements under the Board's information collection and Complex Institution Liquidity Monitoring Report (FR 2052a) liquidity reporting program

raised concerns about the time needed to develop systems to comply with a daily LCR requirement. Those companies asserted they should not be subject to a daily calculation or, in the alternative, that they should be provided with additional time to develop operational capabilities relative to those institutions submitting the FR 2052a report. A commenter suggested that covered companies that have not previously been subject to bank or bank holding company liquidity reporting requirements should be given additional time to develop the necessary systems. Another commenter requested that the agencies clarify the mechanics for calculating the LCR and reporting it to regulators. Several commenters requested that, if the final rule would require daily calculation of the LCR, the agencies establish a transition period for firms to implement this calculation methodology.

Board, “Agency Information Collection Activities: Announcement of Board Approval Under Delegated Authority and Submission to OMB,” 79 FR 48158 (August 15, 2014).

The agencies recognize that a daily calculation requirement for a new regulatory requirement imposes significant operational and technology demands upon covered companies. However, the agencies continue to believe the daily calculation requirement is appropriate for covered companies under the final rule. Covered companies with $250 billion or more in total consolidated assets or $10 billion or more in total on-balance sheet foreign exposures are large, complex organizations with significant trading and other activities. Moreover, idiosyncratic or market driven liquidity stress events have the potential to become significant in a short period of time even for covered companies that have not been designated as G-SIBs by the Financial Stability Board and that have relatively less complex balance sheets and more consistent funding profiles than G-SIBs in the normal course of business. In contrast to the entities that would be subject to the Board's modified LCR requirement discussed in section V of this Supplementary Information section, such organizations tend to have more significant trading activities, interconnectedness in the financial system, and are a significant source of credit to the areas of the United States in which they operate. Supervisors expect an organization that is a covered company under this rule to have robust, forward-looking liquidity risk monitoring tools that enable the organization to be responsive to changing liquidity risks. These tools are expected to be in place even during periods when the organization considers that it has ample liquidity, so that emerging risks may be identified and mitigated. The agencies also note that during periods of stress, it may be difficult for companies to implement a daily reporting requirement if the necessary technological systems have not previously been established.

Therefore, the agencies continue to believe the daily calculation requirement is appropriate for covered companies under the final rule. However, the agencies recognize that the calculation requirements under this rule, including the daily calculation requirement, may necessitate certain enhancements to a covered company's liquidity risk data collection and monitoring infrastructure. Accordingly, the agencies have changed the proposed rule to include certain transition periods as described fully in section IV of this Supplementary Information section. With these revisions, the agencies believe that the final rule achieves its overall objective of promoting better liquidity management and reducing liquidity risk. To that end, the agencies have sought to achieve a balance between operational concerns and the overall objectives of the LCR by providing covered companies with additional time to implement the daily calculation requirement. Likewise, with respect to the level of precision

required, the agencies believe that the transition period should provide covered companies with an appropriate time frame to upgrade systems, develop controls, train employees, and enhance other operational capabilities so that covered companies will have the requisite operational tools to effectively implement a daily calculation requirement.

With respect to reporting frequencies, the agencies continue to anticipate that they will separately seek comment on proposed regulatory reporting requirements and instructions for the LCR in a subsequent notice.

B. High-Quality Liquid Assets

The agencies received a number of comments on the criteria for HQLA and the designation of the liquidity level for various assets. Under the proposed rule, the numerator of the LCR would have been a covered company's HQLA amount, which would have been the HQLA held by the covered company subject to the qualifying operational control criteria and compositional limitations. These proposed criteria and limitations were meant to ensure that a covered company's HQLA amount would include only assets with a high potential to generate liquidity through monetization (sale or secured borrowing) during a stress scenario.

Consistent with the Basel III Revised Liquidity Framework, the agencies proposed classifying HQLA into three categories of assets: Level 1, level 2A, and level 2B liquid assets. Specifically, the agencies proposed that level 1 liquid assets, which are the highest quality and most liquid assets, would have been included in a covered company's HQLA amount without a limit and without haircuts. Level 2A and 2B liquid assets have characteristics that are associated with being relatively stable and significant sources of liquidity, but not to the same degree as level 1 liquid assets. Accordingly, the proposed rule would have subjected level 2A liquid assets to a 15 percent haircut and, when combined with level 2B liquid assets, they could not have exceeded 40 percent of the total HQLA amount. Level 2B liquid assets, which are associated with a lesser degree of liquidity and more volatility than level 2A liquid assets, would have been subject to a 50 percent haircut and could not have exceeded 15 percent of the total HQLA amount. All other classes of assets would not qualify as HQLA.

Commenters expressed concerns about several proposed criteria for identifying the types of assets that qualify as HQLA. Commenters also suggested that the agencies designate certain additional assets as HQLA and change the categorization of certain assets as level 1, level 2A, or level 2B liquid assets. A commenter cautioned that the proposed rule's stricter definition of HQLA compared to the Basel III Revised Liquidity Framework could lead to distortions in the market, such as dramatically increased demand for limited supplies of asset classes and hoarding of HQLA by financial institutions.

The final rule adopts the proposed rule's overall structure for the classification of assets as HQLA and the compositional limitations for certain classes of HQLA in the HQLA amount. As discussed more fully below, the agencies considered the issues raised by commenters and incorporated a number of modifications in the final rule to address commenters' concerns.

1. Liquidity Characteristics of HQLA

Assets that qualify as HQLA should be easily and immediately convertible into cash with little or no expected loss of value during a period of liquidity stress. In identifying the types of assets that would qualify as HQLA in the proposed and final rules, the agencies considered the following categories of liquidity characteristics, which are generally consistent with those of the Basel III Revised Liquidity Framework: (a) Risk profile; (b) market-based characteristics; and (c) central bank eligibility.

a. Risk Profile

Assets that are appropriate for consideration as HQLA tend to have lower risk. There are various forms of risk that can be associated with an asset, including liquidity risk, market risk, credit risk, inflation risk, foreign exchange risk, and the risk of subordination in a bankruptcy or insolvency. Assets appropriate for consideration as HQLA would be expected to remain liquid across various stress scenarios and should not suddenly lose their liquidity upon the occurrence of a certain type of risk. Another characteristic of these assets is that they generally experience “flight to quality” during a crisis, which is where investors sell their other holdings to buy more of these assets in order to reduce the risk of loss and thereby increase their ability to monetize assets as necessary to meet their own obligations.

Assets that may be highly liquid under normal conditions but experience wrong-way risk and that could become less liquid during a period of stress would not be appropriate for consideration as HQLA. For example, securities issued or guaranteed by many companies in the financial sector have been more prone to lose value when the banking sector is experiencing stress and become less liquid due to the high correlation between the health of these companies and the health of the financial sector generally. This correlation was evident during the recent financial crisis as most debt issued by such companies traded at significant discounts for a prolonged period. Because of this high potential for wrong-way risk, and consistent with the Basel III Revised Liquidity Framework, the final rule excludes from HQLA assets that are issued by companies that are primary actors in the financial sector. Identification of these companies is discussed in section II.B.2, below.

b. Market-Based Characteristics

The agencies also have found that assets appropriate to be included as HQLA generally exhibit certain market-based characteristics. First, these assets tend to have active outright sale or repurchase markets at all times with significant diversity in market participants, as well as high trading volume. This market-based liquidity characteristic may be demonstrated by historical evidence, including evidence observed during recent periods of market liquidity stress. Such assets should demonstrate: Low bid-ask spreads, high trading volumes, a large and diverse number of market participants, and other appropriate factors. Diversity of market participants, on both the buying and selling sides of transactions, is particularly important because it tends to reduce market concentration and is a key indicator that a market will remain liquid during periods of stress. The presence of multiple committed market makers is another sign that a market is liquid.

Second, assets that are appropriate for consideration as HQLA generally tend to have prices that do not incur sharp declines, even during times of stress. Volatility of traded prices and bid-ask spreads during normal times are simple proxy measures of market volatility; however, there should be historical evidence of relative stability of market terms (such as prices and haircuts) as well as trading volumes during stressed periods. To the extent that an asset exhibits price or volume fluctuation during times of stress, assets appropriate for consideration as HQLA tend to increase in value and experience a flight to quality during these periods of stress because historically market participants move into more liquid assets in times of systemic crisis.

Third, assets that can serve as HQLA tend to be easily and readily valued. The agencies generally have found that an asset's liquidity is typically higher if market participants can readily agree on its valuation. Assets with more standardized, homogenous, and simple structures tend to be more fungible, thereby promoting liquidity. The pricing formula of more liquid assets generally is easy to calculate when it is based upon sound assumptions and publicly available inputs. Whether an asset is listed on an active and developed exchange can serve as a key indicator of an asset's price transparency and liquidity.

c. Central Bank Eligibility

Assets that a covered company can pledge at a central bank as collateral for intraday liquidity needs and overnight liquidity facilities in a jurisdiction and in a currency where the bank has access to the central bank generally tend to be liquid and, as such, are appropriate for consideration as HQLA. In the past, central banks have provided a backstop to the supply of banking system liquidity under conditions of severe stress. Central bank eligibility should, therefore, provide additional assurance that assets could be used in acute liquidity stress events without adversely affecting the broader financial system and economy. However, central bank eligibility is not itself sufficient to categorize an asset as HQLA; all of the final rule's requirements for HQLA must be met if central bank eligible assets are to qualify as HQLA.

d. Comments About Liquidity Characteristics

In their proposal, the agencies requested comments on whether the agencies should consider other characteristics in analyzing the liquidity of an asset. Although several commenters expressed concerns about the agencies' evaluation of the proposed liquidity characteristics to designate certain assets as HQLA, the agencies received only a few comments on the set of liquidity characteristics. One commenter suggested that the agencies evaluate secondary trading levels over time, specifically for level 1 liquid assets. The commenter also recommended that the agencies consider various factors to assess security issuances, including the absolute size of parent issuer holdings, credit ratings, and average credit spreads. Another commenter expressed its belief that the inclusion of an asset as HQLA should be determined based on objective criteria for market liquidity and creditworthiness.

In response to the commenter's concerns, the agencies agree that trading volume is an important characteristic of an asset's liquidity. The agencies believe that high trading volume across dynamic market environments is one of several factors that evidences market-based characteristics of HQLA. The final rule continues to consider trading volume to assess the liquidity of an asset.

In response to the commenter's suggestion for the final rule to include factors such as credit ratings and average credit spreads, the agencies recognize that indicators of credit risk include credit ratings and average credit spreads. The risk profile of an asset also includes many other types of risks. The agencies note that the final rule incorporates assessments of credit risk in certain level 1 and level 2A liquid assets criteria by referring to the risk weights assigned to securities under the agencies' risk-based capital rules. The agencies are not including the additional factors suggested by the commenter because in some cases, it would be legally impermissible, and additionally, the agencies believe the link to risk weights in the risk-based capital rules for level 1 and level 2A qualifying criteria sufficiently captures credit risk factors for purposes of the LCR.

A credit rating is one potential perspective on credit risk that may be used by a covered company in its assessment of the risk profile of a security. However, covered companies should avoid over reliance upon credit ratings in isolation. In addition, the Dodd-Frank Act prohibits the reference to or reliance on credit ratings in an agency's regulations. Public Law 111-203, section 939A, 124 Stat 1376 (2010).

Finally, in response to one commenter's request that the agencies incorporate objective criteria in the liquidity characteristics of the final rule, the agencies highlight that certain objective criteria relating to price decline scenarios are included as qualifying criteria for level 2A and level 2B liquid assets, as discussed in section II.B.2. The agencies believe that the liquidity characteristics in the final rule, combined with certain objective criteria for specific categories of HQLA, provide an appropriate basis for evaluating a variety of asset classes for inclusion as HQLA.

2. Qualifying Criteria for Categories of HQLA

Based on the analysis of the liquidity characteristics above, the proposed rule would have included a number of classes of assets meeting these characteristics as HQLA. However, within certain of the classes of assets that the agencies proposed to include as HQLA, the proposed rule would have set forth a number of qualifying criteria and specific requirements for a particular asset to qualify as HQLA. With certain modifications to address commenters' concerns regarding certain classes of assets, discussed below, the agencies are adopting these criteria and requirements generally as proposed.

a. The Liquid and Readily-Marketable Standard

Most of the assets in the HQLA categories would have been required to meet the proposed rule's definition of “liquid and readily-marketable” in order to be included as HQLA. Under the proposed rule, an asset would have been liquid and readily-marketable if it is traded in an active secondary market with more than two committed market makers, a large number of committed non-market maker participants on both the buying and selling sides of transactions, timely and observable market prices, and high trading volumes. The agencies proposed this “liquid and readily-marketable” requirement to ensure that assets included as HQLA would exhibit a level of liquidity that would allow a covered company to convert them into cash during times of stress and, therefore, to meet its obligations when other sources of funding may be reduced or unavailable.

Commenters raised several concerns with the proposed rule's definition of “liquid and readily-marketable.” Several commenters urged the agencies to provide more detail on the liquid and readily-marketable standard. One of these commenters highlighted that the definition included undefined terms and suggested that the agencies either provide specific securities or asset classes or refer to instrument characteristics similar to those listed in the Board's Regulation YY. One commenter urged the agencies to pursue a more quantitative approach to identifying securities that would meet the standard. Another commenter noted that the agencies did not provide guidance on how to document that HQLA meets the market-based characteristics or the liquid and readily-marketable standard. Separately, another commenter suggested that the liquid and readily-marketable standard should account for indicators of liquidity other than those related to the secondary market. In particular, the commenter highlighted that covered companies can monetize securities outside of the outright sales market through repurchase transactions and through posting securities as collateral

securing over-the-counter or exchange-traded derivative transactions. Another commenter interpreted the liquid and readily-marketable standard to require a security-by-security analysis incorporating data on market makers and market participants and trading volumes to determine eligibility under the criteria. The commenter contended that such analysis could be burdensome on covered companies with significant trading operations. One commenter requested that the agencies remove this standard for all level 1 and level 2A liquid assets. Another stated that there was a difference between the regulatory text of the proposed rule and the discussion in the Supplementary Information section to the proposed rule, which indicated that HQLA would need to exhibit certain market-based characteristics, such as no sharp price declines, and standardized, homogeneous, and simple securities structures. The commenter stated that these characteristics were not included in the liquid and readily-marketable standard and requested clarification on how much the structure of a security would be questioned by the supervisors of a covered company.

After reviewing the comments, the agencies have determined to retain the proposed definition of “liquid and readily-marketable” in the final rule. The agencies believe that defining an asset as liquid and readily-marketable if it is traded in an active secondary market with more than two committed market makers, a large number of committed non-market maker participants on both the buying and selling sides of transactions, timely and observable market prices, and high trading volumes provides an appropriate standard for determining whether an asset can be readily sold in times of stress. These elements of the requirement are meant to ensure that assets included as HQLA are traded in deep, active markets to allow a covered company to convert them into cash by sale or repurchase transactions during times of stress. In particular, the agencies believe that an active secondary market for an asset is an indicator of the ease with which a covered company may monetize that asset. In response to a commenter's concern that a covered company may only monetize securities through outright sales to meet the liquid and readily-marketable standard, the agencies are clarifying that a covered company may monetize assets through repurchase transactions in addition to outright sales.

Although one commenter requested that the final rule include specific securities or instrument characteristics to further define “liquid and readily-marketable,” the agencies believe that the specific types of securities set forth in the categories of level 1, level 2A, and level 2B liquid assets provide sufficient detail of the types of securities and instruments that may be liquid and readily-marketable and may be considered HQLA. In addition, the final rule retains from the proposed rule certain price decline scenarios to identify certain level 2A and level 2B liquid assets.

The agencies believe that price decline scenarios are appropriate for certain types of assets included in level 2A and 2B liquid assets to evaluate the liquidity and market-based characteristics of those assets. As the criteria for these categories of HQLA incorporate price decline scenarios, the agencies do not believe it is necessary to separately include price decline scenarios as part of the liquid and readily-marketable standard.

See

§ __.20(b) and (c).

One commenter requested that the agencies clarify the Supplementary Information section discussion in the proposed rule indicating that HQLA should exhibit standardized, homogeneous, and simple security structures. The agencies believe that the criteria for HQLA set forth in § __.20 of the final rule includes assets that meet these criteria. The final rule continues to require that certain HQLA categories meet the final rule's definition of liquid and readily-marketable. The agencies emphasize that securities with unique, bespoke, or complex structures which are difficult to value on a routine basis, regardless of issuer or capital risk weight, may not meet the liquid and readily-marketable standard.

In response to a commenter's concern about the burden of a security-by-security analysis to demonstrate that a security qualifies as liquid and readily-marketable, the agencies recognize that certain companies may trade or hold a significant number of different securities. Although the exercise of assessing unique securities for the purpose of determining whether they are liquid and readily-marketable may involve operational burden, the agencies believe this analysis and determination is critical to ensuring that only securities that will serve as a reliable source of liquidity during times of stress are included in a company's HQLA. A covered company may choose not to determine whether a security is liquid and readily-marketable for LCR purposes if it determines that the cost of performing the analysis exceeds the benefit of including the security as HQLA. Thus, the agencies decline to remove the liquid and readily-marketable standard for all level 1 and level 2A liquid assets, as requested by one commenter.

Furthermore, in response to requests that the agencies clarify any documentation requirements in determining whether an asset is liquid and readily-marketable, the agencies expect that a covered company should be able to demonstrate to its appropriate Federal banking agency its security-by-security analysis (which may include time-series analyses about the specific security or comparative analysis of similar securities from the same issuer) that HQLA held by the covered company meets the liquid and readily-marketable standard.

b. Financial Sector Entities

Consistent with the Basel III Revised Liquidity Framework, the proposed rule would have provided that assets that are included as HQLA could not be issued by a financial sector entity, because these assets could exhibit similar risks and correlation with covered companies (wrong-way risk) during a liquidity stress period. In the proposed rule, financial sector entities would have included regulated financial companies, investment companies, non-regulated funds, pension funds, investment advisers, or a consolidated subsidiary of any of the foregoing. In addition, under the proposed rule, securities issued by any company (or any of its consolidated subsidiaries) that an agency has determined should, for the purposes of the proposed rule, be treated the same as a regulated financial company, investment company, non-regulated fund, pension fund, or investment adviser, based on its engagement in activities similar in scope, nature, or operations to those entities (identified company) would not have been included as HQLA.

The term regulated financial company under the proposed rule would have included bank holding companies and savings and loan holding companies (depository institution holding companies); nonbank financial companies supervised by the Board; depository institutions; foreign banks; credit unions; industrial loan companies, industrial banks, or other similar institutions described in section 2 of the Bank Holding Company Act (BHC Act); national banks, state member banks, and state nonmember banks (including those that are not depository institutions); insurance companies; securities holding companies (as defined in section 618 of the Dodd-

Frank Act);

broker-dealers or dealers registered with the Securities and Exchange Commission (SEC); futures commission merchants and swap dealers, each as defined in the Commodity Exchange Act;

or security-based swap dealers defined in section 3 of the Securities Exchange Act.

It would also have included any designated financial market utility, as defined in section 803 of the Dodd-Frank Act.

The proposed definition would have also included foreign companies that are supervised and regulated in a manner similar to the institutions listed above.

12 U.S.C. 1850a(a)(4).

7 U.S.C. 1a(28) and (49).

15 U.S.C. 78c(a)(71).

12 U.S.C. 5462(4).

Under paragraph (8) of the proposed rule's definition of “regulated financial company,” the following would not be considered regulated financial companies: U.S. government-sponsored enterprises; small business investment companies, as defined in section 102 of the Small Business Investment Act of 1958 (15 U.S.C. 661

et seq.

); entities designated as Community Development Financial Institutions (CDFIs) under 12 U.S.C. 4701

et seq.

and 12 CFR part 1805; and central banks, the Bank for International Settlements, the International Monetary Fund, or a multilateral development bank.

In addition, the proposed definition of regulated financial company would have included a company that is included in the organization chart of a depository institution holding company on the Form FR Y-6, as listed in the hierarchy report of the depository institution holding company produced by the National Information Center (NIC) Web site, provided that the top-tier depository institution holding company was subject to the proposed rule (FR Y-6 companies).

FR Y-6 companies are typically controlled by the filing depository institution holding company under the BHC Act. Although many of these companies may not be consolidated on the financial statements of a depository institution holding company, the links between the companies are sufficiently significant that the agencies believed that it would have been appropriate to exclude securities issued by FR Y-6 companies (and their consolidated subsidiaries) from HQLA, for the same policy reasons that other regulated financial companies' securities would have been excluded from HQLA under the proposal. The organizational hierarchy chart produced by the NIC Web site reflects (as updated regularly) the FR Y-6 companies a depository institution holding company must report on the form. The agencies proposed this method for identifying these companies in order to reduce burden associated with obtaining the FR Y-6 organizational charts for all depository institution holding companies subject to the proposed rule, because the charts are not uniformly available by electronic means.

See National Information Center, A repository of financial data and institution characteristics collected by the Federal Reserve System, available at

http://www.ffiec.gov/nicpubweb/nicweb/nichome.aspx.

Commenters suggested that the proposed definition of “regulated financial company” was overly broad. For example, one commenter stated that for the purposes of deposit classification, the definition of “financial institution” needs to be limited to those entities that contribute to the risk of interconnectedness to ensure the accurate capture of the underlying risk of the depositor, noting that the NAICS codes for “Finance and Insurance” and “Commercial Banking” include over 816,000 and 79,000 business, respectively. The commenter stated that, depending on the definition, certain financial institutions may have operational needs and transactional deposits that are more similar to a non-financial institution.

The agencies note that the proposed rule would have recognized that financial sector entities have operational needs and deposits that are similar to non-financial entities by treating the deposits of financial sector entities that meet the operational deposit criteria as operational deposits. The non-operational deposits of a financial would have been subject to a higher outflow rate than a non-financial wholesale counterparty due to correlation of liquidity risks between financial sector entities and covered companies. The final rule retains each of these provisions as discussed below under section II.C.3.h.

Overall, the agencies believe that the overall scope of the proposed definition of “regulated financial company” appropriately captured the types of the companies whose assets could exhibit similar risks and correlation with covered companies during a liquidity stress period. Although the number of financial entities are large, due to the prominence of the financial services industry to the economy of the United States, the agencies continue to believe that the liquidity risks presented by securities and obligations of such companies would be difficult to monetize during a period of significant financial distress, as shown in the recent financial crisis. Accordingly, similar to the proposed rule, the final rule will exclude the securities and obligations of financial sector entities from being HQLA.

In addition to comments regarding the scope of the entities that would have been included under the proposed rule, several commenters expressed concerns regarding the specific inclusion of certain entities.

i. Companies Listed on a Covered Company's FR Y-6

Commenters expressed concern about the definition's inclusion of any company that is included in the organizational chart of a covered company as reported on the Form FR Y-6 and reflected on the NIC Web site within the definition of regulated financial company. These commenters contended that the FR Y-6 is an expansive form that captures a substantial range of activities and investments of depository institution holding companies, including companies in which the covered company has a minority, non-controlling interest, as well as merchant banking investments. Commenters reasoned that merchant banking investments may be non-financial enterprises and may not contribute to the “wrong-way risk” contemplated by the agencies in defining regulated financial company. The commenters believed that such entities should not be included as regulated financial companies and requested that the final rule's definition of regulated financial company not include all companies reported by a covered company on the Form FR Y-6.

The agencies recognize that there are certain shortcomings in the scope of the entities that are listed on a covered company's FR Y-6, including the potential capture of non-financial, passive merchant banking subsidiaries. The Board is actively considering options to adjust the reporting mechanism which may be used in determining the population of regulated financial companies. Moreover, because entities listed on a covered company's FR Y-6 that are non-financial, merchant banking investments or that do not meet the definition of control under the BHC Act are not currently separated from other entities controlled by a covered company, the agencies do not believe it would be appropriate at this time to provide a blanket exemption for merchant banking or non-control investments. The Board anticipates that it will revise the reporting requirements used for this purpose in the near future. However, because any revisions to reporting requirements would be subject to public comment, for purposes of the final rule, the agencies are finalizing the definition of regulated financial company as proposed. The agencies do not believe that any change to the definition of regulated financial company would be appropriate without subjecting such a revision to public

comment, together with other revisions to the reporting requirements that would be used to identify regulated financial companies.

ii. Foreign Regulated Financial Entities

The definition of regulated financial company under the proposed rule would have included a non-U.S.-domiciled company that is supervised and regulated in a manner similar to the other entities described in the definition, including bank holding companies. One commenter requested that the agencies clarify that the definition of regulated financial company would not include non-U.S. government-sponsored entities and public sector entities. The commenter argued that certain public sector entities are not engaged in a full range of banking activities, but are, however, typically subject to prudential regulation. Two commenters also requested that the preamble to the final rule explain how the “supervised and regulated in a similar manner” standard should be construed.

The final rule adopts this provision of the rule as proposed. The agencies are clarifying that, for purposes of the final rule, a foreign company, including a non-U.S. public sector entity, that is similar in structure to a U.S. regulated financial company (e.g., a foreign bank or foreign insurance company) and that is subject to prudential supervision and regulation in a manner that is similar to a U.S. regulated financial company would be considered a regulated financial company under the final rule. In considering the similarity of the supervision and regulation of a foreign company, a covered company can consider whether the non-U.S. activities and operations of the company would be subject to supervision and regulation in the United States and whether such activities are subject to supervision and regulation abroad.

iii. Investment Companies and Investment Advisers

Under the proposed rule, investment companies would have included companies registered with the SEC under the Investment Company Act of 1940

and investment advisers would have included companies registered with the SEC as investment advisers under the Investment Advisers Act of 1940,

as well as the foreign equivalent of such companies.

15 U.S.C. 80a-1

et seq.

15 U.S.C. 80b-1

et seq.

One commenter expressed concern with the proposed rule's treatment of investment companies as financial sector entities. The commenter argued that if an investment company does not invest in financial sector entities, the value of its shares would not correlate with covered companies. The commenter recommended that an investment company's HQLA eligibility should be based on the investment company's investment policies, such that if an investment company has a policy of investing 80 percent of its assets in HQLA or in securities and obligations of non-financial sector entities, its securities would be treated as HQLA of the same level as the lowest level HQLA permitted under the policy.

After considering the commenter's concerns, the agencies decline to adopt the commenter's recommendation in the final rule. Similar to other entities in the financial sector, investment companies have been more prone to lose value and, as a result, become less liquid in times of liquidity stress regardless of the investment company's investment policies or portfolio composition, due to the potentially higher correlation between the health of these companies and the health of the financial markets generally. The agencies believe that a covered company can be exposed to the interconnectedness of financial markets through its investment in investment companies. Thus, consistent with the Basel III Revised Liquidity Framework, the final rule would exclude assets issued by companies that are primary actors in the financial sector from HQLA, including investment company shares.

iv. Non-Regulated Funds

Under the proposed rule, non-regulated funds would have included hedge funds or private equity funds whose investment advisers are required to file SEC Form PF (Reporting Form for Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors), and any consolidated subsidiary of such fund, other than a small business investment company, as defined in section 102 of the Small Business Investment Act of 1958.

15 U.S.C. 661

et seq.

Commenters expressed concerns about the proposed definition of “non-regulated fund.” One of these commenters stated that the proposed definition would have included the undefined terms “hedge fund” and “private equity fund.” The commenter also argued that the definition should not include portfolio companies that are consolidated subsidiaries of non-regulated funds and those funds that invest primarily in real estate and related assets. The commenter suggested that the definition exclude any fund that does not issue redeemable securities that provide investors with redemption rights in the ordinary course and should also exclude closed-end funds. The commenter also stated that although the definition requires a banking organization to determine whether the investment adviser of a fund is required to file Form PF, this information on whether a particular fund is the subject of a Form PF is not publicly available.

Generally, a manager of a “private fund” that is required to register with the SEC as an investment adviser and manages more than $150 million in private fund assets is required to file SEC Form PF. Although the final rule does not define hedge funds or private equity funds, the agencies believe that such terms are commonly understood in the financial services industry and note that the instructions to the SEC's Form PF provide a definition for private equity funds and hedge funds that are captured under the form.

Therefore the agencies believe that defining “non-regulated fund” by referencing the private equity and hedge funds whose investment advisers are required to file SEC Form PF adequately defines the universe of hedge funds and private equity funds captured under the final rule.

See

Reporting Form for Investment Advisers to Private Funds and Certain Commodity Pool Operations and Commodity Trading Advisors (Form PF), available at

http://www.sec.gov/rules/final/2011/ia-3308-formpf.pdf.

In response to commenter concerns that the definition of “non-regulated fund” includes portfolio companies that are consolidated subsidiaries of private funds, the agencies have modified the definition of “non-regulated fund.” The agencies recognize that consolidated subsidiaries of private funds may not conduct financial activities, but would have received treatment as financial sector entities under the proposed rule. Accordingly, the final rule's definition of “non-regulated fund” no longer includes consolidated subsidiaries of hedge funds and private equity funds whose investment adviser is required to file SEC Form PF.

With respect to the commenter's request to exclude any fund that does not issue redeemable securities and closed-end funds from the definition of non-regulated fund, although investors in these funds are unable to redeem securities and may not appear to present liquidity risk, the agencies believe these obligations and securities do pose similar liquidity risks and will behave similarly to those of other financial entities.

Finally, the agencies recognize that Form PF filings are not publicly disclosed. However, the agencies expect that a covered company should understand whether its customer is a private equity fund or a hedge fund. The agencies further expect that when identifying HQLA a covered company should undertake the necessary diligence to confirm whether an investment adviser to such fund, which is typically the manager of the fund, is required to file Form PF and meets the final rule's definition of “non-regulated fund.”

c. Level 1 Liquid Assets

Under the proposed rule, a covered company could have included the full fair value of level 1 liquid assets in its HQLA amount.

The proposed rule would have recognized that these assets have the highest potential to generate liquidity for a covered company during periods of severe liquidity stress and thus would have been includable in a covered company's HQLA amount without limit. The proposed rule would have included the following assets as level 1 liquid assets: (1) Federal Reserve Bank balances; (2) foreign withdrawable reserves; (3) securities issued or unconditionally guaranteed as to the timely payment of principal and interest by the U.S. Department of the Treasury; (4) liquid and readily-marketable securities issued or unconditionally guaranteed as to the timely payment of principal and interest by any other U.S. government agency (provided that its obligations are fully and explicitly guaranteed by the full faith and credit of the United States government); (5) certain liquid and readily-marketable securities that are claims on, or claims guaranteed by, a sovereign entity, a central bank, the Bank for International Settlements, the International Monetary Fund, the European Central Bank and European Community, or a multilateral development bank; and (6) certain debt securities issued by sovereign entities.

Assets that meet the criteria of eligible HQLA may be held by a covered company designated as either “available-for-sale” or “held-to-maturity,” but must be included in the HQLA amount calculation at fair value (as determined under GAAP).

As discussed in more detail below, a number of commenters suggested including additional assets in the level 1 liquid asset category. After considering the comments received, the final rule includes the criteria for the level 1 liquid asset category substantially as proposed.

i. Reserve Bank Balances

Under the Basel III Revised Liquidity Framework, “central bank reserves” are included as HQLA. In the United States, Federal Reserve Banks are generally authorized under the Federal Reserve Act to maintain balances only for “depository institutions” and for other limited types of organizations.

Pursuant to the Federal Reserve Act, there are different kinds of balances that depository institutions may maintain at Federal Reserve Banks, and they are maintained in different kinds of Federal Reserve Bank accounts. Balances that depository institutions must maintain to satisfy a reserve balance requirement must be maintained in the depository institution's “master account” at a Federal Reserve Bank or, if the institution has designated a pass-through correspondent, in the correspondent's master account. A “reserve balance requirement” is the amount that a depository institution must maintain in an account at a Federal Reserve Bank in order to satisfy that portion of the institution's reserve requirement that is not met with vault cash. Balances in excess of those required to be maintained to satisfy a reserve balance requirement, known as “excess balances,” may be maintained in a master account or in an “excess balance account.” Finally, balances maintained for a specified period of time, known as “term deposits,” are maintained in a term deposit account offered by the Federal Reserve Banks. The proposed rule used the term “Reserve Bank balances” as the relevant term to capture central bank reserves in the United States.

See

12 U.S.C. 342.

Under the proposed rule, all balances a depository institution maintains at a Federal Reserve Bank (other than balances that an institution maintains on behalf of another institution, such as balances it maintains on behalf of a respondent or on behalf of an excess balance account participant) would have been considered level 1 liquid assets, except for certain term deposits as explained below.

Consistent with the concept of “central bank reserves” in the Basel III Revised Liquidity Framework, the proposed rule included in its definition of “Reserve Bank balances” only those term deposits offered and maintained pursuant to terms and conditions that: (1) Explicitly and contractually permit such term deposits to be withdrawn upon demand prior to the expiration of the term; or that (2) permit such term deposits to be pledged as collateral for term or automatically-renewing overnight advances from a Federal Reserve Bank. Regarding the first point, term deposits offered under the Federal Reserve's Term Deposit Facility that include an early withdrawal feature that allows a depository institution to obtain a return of funds prior to the deposit maturity date, subject to an early withdrawal penalty, would be included in “Reserve Bank balances” because such term deposits would be explicitly and contractually repayable on notice. The amount associated with a term deposit that would be included as “Reserve Bank balances” is equal to the amount that would be received upon withdrawal of such a term deposit. Those term deposits that do not include this feature would not be included in “Reserve Bank balances.” The terms and conditions for each term deposit offering specify whether the term deposits being offered include an early withdrawal feature. Regarding the second point, although term deposits may be pledged as collateral for discount window borrowing, the Federal Reserve's current discount window lending programs do not generally provide term or automatically-renewing overnight advances.

Commenters suggested various assets related to Reserve Bank balances to include as level 1 liquid assets or to be reflected in the level 1 liquid asset amount. One commenter recommended that the final rule include required reserves in the level 1 liquid asset amount, alleging that the proposed rule circumvented Regulation D, which allows covered companies to manage their reserves over a 14-day period.

A few commenters argued that the final rule should include vault cash, whether held in branches or ATMs, as a level 1 liquid asset. The commenter argued that the final rule should be consistent with the Basel III Revised Liquidity Framework, which recognizes the intrinsic liquidity value of cash and includes coins and banknotes as level 1 liquid assets. Commenters further contended that vault cash, which can be used to satisfy the bank's reserve requirement under Regulation D, is a fundamental feature of daily liquidity management for banks and should be included as level 1 liquid assets.

One commenter requested confirmation whether gold bullion meets the definition of level 1 liquid assets, arguing that it is low risk, highly liquid, has an active outright sale market, high trading volumes, a diverse number of

market participants, and has historically been a flight-to-quality asset.

12 CFR part 204.

12 CFR 204.5(a)(1).

After considering the comments, the agencies are adopting the proposed criteria in the final rule with respect to central bank reserves. The agencies are not adopting a commenter's suggestion to include required reserves in the level 1 liquid asset amount because the assets held to satisfy required reserves, whether vault cash or balances maintained at a Federal Reserve Bank, are required for the covered company to manage reserves over the maintenance period pursuant to Regulation D and the agencies do not believe that the assets held to satisfy a covered company's required reserves would entirely be available for use during a liquidity stress event due to the reserve requirements.

12 CFR 204.5(b)(1).

The final rule does not include cash, whether held in branches or ATMs, in level 1 liquid assets, as such cash may be necessary to meet daily business transactions and due to logistical concerns associated with ensuring that the cash can be immediately used to meet the covered company's outflows. However, as noted in section II.B.5 of this Supplementary Information section, the final rule does modify the calculation of the HQLA amount. Under the proposed rule, the level 1 liquid asset amount would have equaled the fair value of all level 1 liquid assets held by the covered company as of the calculation date, less required reserves under section 204.4 of Regulation D (12 CFR 204.4). Under the final rule, agencies have clarified that the amount to be deducted from the fair value of eligible level 1 assets is the covered company's reserve balance requirement under section 204.5 of Regulation D (12 CFR 204.5). A reserve balance requirement is the amount that a depository institution must maintain in an account at a Federal Reserve Bank in order to satisfy that portion of the institution's reserve requirement that is not met with vault cash.

The agencies also decline to adopt a commenter's suggestion to include gold bullion as a level 1 liquid asset given the concerns about the volatility in market value of the asset and the logistical factors associated with holding and liquidating the asset.

ii. Foreign Withdrawable Reserves

The agencies proposed that reserves held by a covered company in a foreign central bank that are not subject to restrictions on use (foreign withdrawable reserves) would have been included as level 1 liquid assets. Similar to Reserve Bank balances, foreign withdrawable reserves should be able to serve as a medium of exchange in the currency of the country where they are held. The agencies received no comments on the definition of foreign withdrawable reserves. The final rule includes foreign withdrawable reserves as level 1 liquid assets as proposed.

iii. United States Government Securities

The proposed rule would have included as level 1 liquid assets securities issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, the U.S. Department of the Treasury. Generally, these types of securities exhibited high levels of liquidity even in times of extreme stress to the financial system, and typically are the securities that experience the most flight to quality when investors adjust their holdings. Level 1 liquid assets would have also included securities issued by any other U.S. government agency whose obligations are fully and explicitly guaranteed by the full faith and credit of the U.S. government, provided that they are liquid and readily-marketable.

One commenter suggested that the agencies' inclusion in level 1 liquid assets of only agency securities that are fully and explicitly guaranteed by the full faith and credit of the U.S. government was too narrow and this would increase the demand for Government National Mortgage Association (GNMA) securities by large banking organizations, resulting in increased market pricing for such securities that would impact the profitability of investments at smaller banking organizations. The agencies believe that securities that are issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, a U.S. government agency whose obligations are fully and explicitly guaranteed by the full faith and credit of the U.S. government have credit and liquidity risk that is comparable to securities issued by the U.S. Treasury. Thus, due to the inherent low risk of such securities and obligations, the agencies believe that it is appropriate to classify such securities as level 1 liquid assets. The agencies believe that any increased holdings of such securities by covered companies should not result in significant price increases for the securities due to the requirement of the final rule that each covered company ensure that it maintains policies and procedures that ensure the appropriate diversification of its HQLA by asset type, counterparty, issuer, and other factors. The final rule adopts this provision as proposed and continues to include U.S. government securities as level 1 liquid assets.

iv. Certain Sovereign and Multilateral Organization Securities

The proposed rule would have included as level 1 liquid assets securities that are a claim on, or a claim unconditionally guaranteed by, a sovereign entity, a central bank, the Bank for International Settlements, the International Monetary Fund, the European Central Bank and European Community, or a multilateral development bank, provided that such securities met the following four requirements.

First, these securities must have been assigned a zero percent risk weight under the standardized approach for risk-weighted assets of the agencies' risk-based capital rules.

Generally, securities issued by sovereigns that are assigned a zero percent risk weight have shown resilient liquidity characteristics. Second, the proposed rule would have required these securities to be liquid and readily-marketable, as discussed above. Third, these securities would have been required to have been issued by an entity whose obligations have a proven record as a reliable source of liquidity in the repurchase or sales markets during stressed market conditions. A covered company could have demonstrated a historical record that met this criterion through reference to historical market prices during times of stress, such as the period of financial market stress experienced from 2007 to 2009. Covered companies should also have looked to other periods of systemic and idiosyncratic stress to see if the asset under consideration has proven to be a reliable source of liquidity. Fourth, these securities could not be an obligation of a regulated financial company, non-regulated fund, pension fund, investment adviser, or identified company or any consolidated subsidiary of such entities.

See

12 CFR part 3 (OCC), 12 CFR part 217 (Federal Reserve), and 12 CFR part 324 (FDIC).

One commenter expressed concern about the inclusion of all sovereign obligations that qualify for a zero percent risk weight as level 1 liquid assets. The commenter argued that a broad range of sovereign debt may receive a zero percent risk weight under the Basel III capital accord and may include sovereign entities whose commitments pose credit, liquidity, or exchange rate risk, and suggested that the agencies include a minimum sovereign rating classification.

The agencies considered the commenter's concerns, but are adopting

the criteria for sovereign obligations to be included as level 1 liquid assets as proposed. The agencies believe that sovereign obligations that continue to qualify for a zero percent risk weight have shown resilient liquidity characteristics. The agencies believe that the risk weight assigned to sovereign obligations under the agencies' risk-based capital rules is an appropriate standard and decline to require a minimum sovereign rating classification. The agencies continue to retain the proposed criteria for determining whether sovereign and multilateral organization securities qualify as level 1 liquid assets under the final rule such as requiring them to be liquid and readily-marketable.

The agencies believe that these criteria limit the concerns raised by the commenter that capital risk weight alone is insufficient to preclude all illiquid foreign debt issuances. Consistent with the inclusion of level 1 liquid assets as HQLA, the agencies believe that qualifying sovereign securities should continue to be includable in a covered company's HQLA amount without limit.

The agencies note that an asset's ability to qualify under this criterion may change over time.

v. Certain Foreign Sovereign Debt Securities

Under the proposed rule, debt securities issued by a foreign sovereign entity that are not assigned a zero percent risk weight under the standardized approach for risk-weighted assets of the agencies' risk-based capital rules could have served as level 1 liquid assets if they were liquid and readily-marketable, the sovereign entity issued such debt securities in its own currency, and a covered company held the debt securities to meet its cash outflows in the jurisdiction of the sovereign entity, as calculated in the outflow section of the proposed rule. These assets would have been appropriately included as level 1 liquid assets despite having a risk weight greater than zero because a sovereign often is able to meet obligations in its own currency through control of its monetary system, even during fiscal challenges. The agencies received no significant comments on this section of the proposed rule and so the final rule adopts this standard as proposed.

vi. Level 1 Liquid Assets at a Foreign Parent

Several commenters requested that the agencies permit a covered company that is a U.S. subsidiary of a foreign company subject to the LCR in another country to treat assets that are permitted to be included as level 1 liquid assets under the laws of that country as level 1 liquid assets for purposes of the final rule. After considering the commenters' request, the agencies decline to adopt the commenter's request. The agencies believe that assets should exhibit the liquidity characteristics required in the final rule, which have been calibrated for the outflows of U.S. covered companies, to be included as level 1 liquid assets for purposes of the U.S. LCR requirement. The agencies intend to ensure that the requirements for level 1 liquid assets are consistent for all covered companies, regardless of the ownership of an individual covered company. As noted above, the agencies have included certain foreign sovereign obligations as level 1 liquid assets and believe that these asset classes appropriately reflect the outflows of U.S. covered companies.

vii. Deposits by Covered Nonbank Companies in Third-Party Commercial Banks

One commenter requested that the agencies permit covered nonbank companies to include as level 1 liquid assets, subject to a haircut, overnight deposits in third-party commercial banks or holding companies that are subject to the final rule or a foreign equivalent standard, so long as the deposits are not concentrated in any one affiliated group of banks. After considering the commenter's request, the agencies have decided not to adopt the suggestion and believe all covered companies have several investment options to fulfill their HQLA requirement. The agencies recognize that covered nonbank companies do not have access to certain services available to banking entities and may place significant deposits with third-party banking organizations. Such deposits do not meet the agencies' criteria for level 1 liquid assets because during a liquidity stress event many commercial banks may exhibit the same liquidity stress correlation and wrong-way risk discussed above in relation to excluded financial sector entity securities. However, the agencies note that amounts in these deposits may qualify as an inflow, with a 100 percent inflow rate, to offset outflows, depending upon their operational nature.

viii. Liquidity Up-Front Fee

The proposed rule briefly noted there has been ongoing work on the Basel III LCR and central bank operations. The BCBS announced on January 12, 2014, an amendment to the Basel III Revised Liquidity Framework that included allowing capacity from restricted committed liquidity facilities of central banks as HQLA. One commenter stated that any concerns expressed by the banking industry regarding the availability of liquid assets could be addressed by permitting financial institutions to pay the Federal Reserve an up-front fee for a committed liquidity line.

The agencies are considering the merits of including central bank restricted committed facility capacity as HQLA for purposes of the U.S. LCR requirement and may propose at a future date to include such capacity as HQLA.

d. Level 2A Liquid Assets

Under the proposed rule, level 2A liquid assets would have included certain obligations issued or guaranteed by a U.S. government sponsored enterprise (GSE)

and certain obligations issued or guaranteed by a sovereign entity or a multilateral development bank. Assets in these categories would have been required to be liquid and readily-marketable, as described above, to be considered level 2A liquid assets. The agencies received a number of comments on the treatment of GSE securities under the proposed rule. After reviewing the comments received, for the reasons discussed below, the agencies are adopting the proposed criteria for level 2A liquid assets in the final rule.

GSEs currently include the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA), the Farm Credit System, and the Federal Home Loan Bank (FHLB) System.

i. U.S. GSE Securities

Commenters suggested a variety of approaches to change the final rule's treatment of U.S. GSE securities. Under the proposed rule, U.S. GSE securities are classified as level 2A liquid assets, which are subject to a 15 percent haircut and, when combined with level 2B liquid assets, have a 40 percent maximum composition limit in the HQLA amount, as discussed in section II.B.5 of this Supplementary Information section.

Several commenters requested that the agencies designate debt securities issued and guaranteed by a U.S. GSEs as level 1 liquid assets in the final rule. Commenters also stated that the 15 percent haircut for such obligations was too high. A few commenters recommended that the agencies remove the 40 percent composition cap on level 2 liquid assets for U.S. GSE securities if the final rule does not include U.S. GSE securities as level 1 liquid assets. Other commenters suggested that the agencies

remove the “liquid and readily-marketable” requirement for the inclusion of U.S. GSE securities as level 2A liquid assets because the securities clearly meet these requirements. One commenter suggested a graduated cap approach, whereby U.S. GSE securities in excess of the 40 percent composition limit in the HQLA amount would be subject to a haircut that would increase as the proportion of U.S. GSE securities to total HQLA increases.

To support their request, commenters made various observations about the liquidity characteristics of U.S. GSE securities. Many commenters highlighted that the market for U.S. GSE securities is one of the deepest and most liquid in the world, with over $4 trillion in GSE mortgage backed securities (MBS) outstanding and a daily trading volume in GSE MBS that averages almost $230 billion. In particular, some commenters argued that MBS issued by FNMA and FHLMC are among the highest quality and most liquid assets. A number of commenters mentioned that U.S. GSE securities comprise a significant amount of the liquidity portfolios of banking organizations because they are recognized by the market as trading in deep and liquid markets. Commenters also contended that GSE securities, like U.S. Treasury securities, have the highest potential to generate liquidity for a covered company during periods of severe liquidity stress. For example, one commenter pointed out that during the 2007-2009 financial crisis, demand for FHLB consolidated obligations increased during the dramatic flight-to-quality event.

Commenters also urged the agencies to consider the potential adverse impact of classifying GSE securities as level 2A liquid assets. These commenters argued that the level 2A liquid asset designation would discourage banking organizations from investing in the securities and would therefore decrease liquidity in the secondary mortgage market. A commenter asserted that the 40 percent cap on level 2A and level 2B liquid assets would result in U.S. banking industry positions being concentrated in the U.S. Treasury and U.S. agency markets, rather than being more broadly diversified across those markets and the GSE market. Another commenter suggested that the agencies assess the impact to the value of U.S. GSE securities should banking organizations liquidate their holdings, which could in turn increase mortgage funding costs and decrease the availability of credit for mortgages.

Some commenters argued that other agency guidance and rules consider or imply that U.S. GSE securities are highly liquid. For example, one commenter stated that the agencies have provided previous guidance encouraging institutions to hold an amount of high-quality liquid assets and cited securities issued by U.S. GSEs as an example of such assets and urged the agencies to explain any deviation from this guidance.

Another commenter raised the issue that the Board's then-proposed enhanced liquidity standards under section 165 of the Dodd-Frank Act classified U.S. GSE securities as “fully liquid.”

See

Interagency Liquidity Policy Statement.

See

12 CFR 252.35(b)(3).

Commenters also urged the agencies to consider the fact that certain U.S. GSEs currently operate under the conservatorship of the Federal Housing Finance Agency (FHFA) and receive capital support from the U.S. Treasury. These commenters argued that GSE securities should receive level 1 liquid asset designation while the U.S. GSEs receive support from the U.S. government because the obligations are effectively guaranteed by the full faith and credit of the U.S. government. One commenter suggested that, while the U.S. GSEs are in conservatorship, the agencies permit these securities to receive a 10 percent risk weight under the capital rules and permit them to be in level 1 liquid assets.

Finally, commenters compared the treatment of U.S. GSE securities as level 2A liquid assets under the proposed rule to the classification of securities issued by certain multilateral development banks, such as the International Bank for Reconstruction and Development, the Inter-American Development Bank, the International Finance Corporation, the German Development Bank, the European Investment Bank, the German Agriculture Bank, and the Asian Development Bank as level 1 liquid assets. Commenters argued that the size and liquidity of the markets for these securities is much less than the size and liquidity of the market for U.S. GSE securities.

The agencies recognize that some securities issued and guaranteed by U.S. GSEs consistently trade in very large volumes and generally have been highly liquid, including during times of stress, as indicated by commenters. The agencies also recognize that certain U.S. GSEs currently operate under the conservatorship of FHFA and receive capital support from the U.S. Treasury. However, the obligations of the U.S. GSEs are currently effectively, but not explicitly, guaranteed by the full faith and credit of the United States. Under the agencies' risk-based capital rules, the obligations and guarantees of U.S. GSEs—including those operating under conservatorship of FHFA—continue to be assigned a 20 percent risk weight, rather than the zero percent risk weight assigned to securities explicitly guaranteed by the full faith and credit of the United States. The agencies have long held the view that obligations of U.S. GSEs should not be accorded the same treatment as obligations that carry the explicit, unconditional guarantee of the U.S. government and that are assigned a zero percent risk weight. Moreover, the agencies feel that the events related to the 2007-2009 financial stress that required these entities to be placed under conservatorship do not support temporarily improving GSE securities' HQLA status.

Consistent with the agencies' risk-based capital rules, the agencies are not assigning the most favorable regulatory treatment to securities issued and guaranteed by U.S. GSEs under the final rule, even while certain GSEs temporarily operate under the conservatorship of FHFA. The final rule assigns GSE securities to the level 2A liquid asset category, as long as they are investment grade consistent with the OCC's investment securities regulation (12 CFR part 1) as of the calculation date and are liquid and readily-marketable. Additionally, consistent with the agencies' risk-based capital rules' higher risk weight for the preferred stock of U.S. GSEs, the final rule excludes such preferred stock from HQLA.

The agencies are aware that certain previous agency guidance and rules recognize the liquid nature of U.S. GSE securities;

however, the guidance and rules do not specifically address the types of diversification requirements that are being required by the final rule's inclusion of different levels of HQLA. The final rule continues to recognize U.S. GSE securities as highly liquid instruments that trade in deep and active markets by including them as a level 2A liquid asset.

See, e.g.,

Interagency Liquidity Policy Statement.

In response to commenters' suggestions to remove the 40 percent composition cap, or apply a graduated cap to U.S. GSE securities included as level 2A liquid assets, the agencies believe that the proposed 40 percent cap (when combined with level 2B liquid assets) should continue to apply to all level 2A liquid assets, including U.S. GSE securities. In this regard, commenters also expressed concerns

that the cap on level 2A liquid assets would result in concentrated positions in U.S. Treasury and agency markets. The agencies continue to believe that the 40 percent composition cap is appropriate to ensure that level 2 liquid assets comprise a smaller portion of a covered company's total HQLA amount, such that the majority of the HQLA amount is comprised of level 1 liquid assets, which are the assets that have consistently demonstrated the most liquidity during periods of market distress. The designation of certain assets as level 2A liquid assets indicates that the assets have characteristics that are associated with being relatively stable and significant sources of liquidity, but not to the same degree as level 1 liquid assets. The agencies believe that the level 2 liquid asset cap appropriately prevents concentrations of less liquid assets and ensures a sufficient stock of the most liquid assets to meet stressed outflows during a period of significant market distress. As a result, level 2A liquid assets, when combined with level 2B liquid assets, cannot exceed 40 percent of the HQLA amount under the final rule.

Commenters expressed concerns that the proposed designation of U.S. GSE securities as level 2A liquid assets would result in broad market consequences, including decreased liquidity in the secondary mortgage market, increased mortgage funding costs, and impact to the fair value of U.S. GSE securities. The agencies do not believe the treatment of U.S. GSE securities will have broad market consequences as the largest market participants generally have already adjusted their funding profile and assets in anticipation of the LCR requirement with little impact on the overall market. Furthermore, the agencies highlight that the final rule does not prohibit covered companies from investing in U.S. GSE securities and instead continues to allow covered companies to participate fully in U.S. GSE securities markets.

ii. Certain Sovereign and Multilateral Organization Securities

The proposed rule also would have included as a level 2A liquid asset a claim on, or a claim guaranteed by, a sovereign entity or a multilateral development bank that was: (1) Not included in level 1 liquid assets; (2) assigned no higher than a 20 percent risk weight under the standardized approach for risk-weighted assets of the agencies' risk-based capital rules;

(3) issued by an entity whose obligations have a proven record as a reliable source of liquidity in repurchase or sales markets during stressed market conditions; and (4) not an obligation of a regulated financial company, investment company, non-regulated fund, pension fund, investment adviser, identified company, or any consolidated subsidiary of the foregoing. A covered company would have been required to demonstrate that a claim on or claims guaranteed by a sovereign entity or a multilateral development bank had a proven record as a reliable source of liquidity in repurchase or sales markets during stressed market conditions through reference to historical market prices during times of stress.

Covered companies should have looked to multiple periods of systemic and idiosyncratic liquidity stress in compiling such records. The agencies did not receive any comments on the proposed treatment of sovereign and multilateral organization securities that would have qualified as level 2A liquid assets under the proposed criteria. Thus, the final rule classifies them as level 2A liquid assets as proposed.

See

12 CFR part 3 (OCC), 12 CFR part 217 (Board), and 12 CFR part 324 (FDIC).

This would be demonstrated if the market price of the security or equivalent securities of the issuer declined by no more than 10 percent or the market haircut demanded by counterparties to secured funding or lending transactions that are collateralized by such security or equivalent securities of the issuer increased by no more than 10 percentage points during a 30 calendar-day period of significant stress.

e. Level 2B Liquid Assets

Under the proposed rule, level 2B liquid assets would have included certain publicly traded corporate debt securities and publicly traded shares of common stock that are liquid and readily-marketable. The limitation of level 2B liquid assets to those that are publicly traded was meant to ensure a minimum level of liquidity, as privately traded assets are typically less liquid. Under the proposed rule, the definition of “publicly traded” would have been consistent with the definition used in the agencies' regulatory capital rules and would identify securities traded on registered exchanges with liquid two-way markets. A two-way market would have been defined as a market where there are independent bona fide offers to buy and sell, so that a price reasonably related to the last sales price or current bona fide competitive bid and offer quotations can be determined within one day and settled at that price within a relatively short time frame, conforming to trade custom. This definition was designed to identify markets with transparent and readily available pricing, which, for the reasons discussed above, is fundamental to the liquidity of an asset.

The agencies received comments requesting clarification on the types of publicly traded corporate debt securities that may be included in level 2B liquid assets. Several commenters also suggested that the agencies broaden the scope of publicly traded corporate debt securities and publicly traded shares of common stock to be included in level 2B liquid assets. After considering commenters' concerns, the agencies adopted several modifications to the final rule's criteria for level 2B liquid assets, as discussed below.

i. Corporate Debt Securities

Publicly traded corporate debt securities would have been considered level 2B liquid assets under the proposed rule if they met three requirements (in addition to being liquid and readily-marketable). First, the securities would have been required to meet the definition of “investment grade” under 12 CFR part 1 as of the calculation date.

This standard would ensure that assets that did not meet the required credit quality standard for bank investment would not have been included in HQLA. The agencies believed that meeting this standard is indicative of lower overall risk and, therefore, higher liquidity for a corporate debt security. Second, the securities would have been required to be issued by an entity whose obligations have a proven record as a reliable source of liquidity in repurchase or sales markets during stressed market conditions. A covered company could have demonstrated this record of liquidity reliability and lower volatility during times of stress by showing that the market price of the publicly traded debt securities or equivalent securities of the issuer declined by no more than 20 percent during a 30 calendar-day period of significant stress, or that the market haircut demanded by counterparties to secured lending and secured funding transactions that were collateralized by such debt securities or equivalent securities of the issuer increased by no more than 20 percentage points during a 30 calendar-day period of significant stress. As discussed above, a covered company could demonstrate a historical record that meets this criterion through reference to historical market prices and available funding haircuts of the debt security during times of stress. Third, the proposed rule also provided that the debt securities could not be obligations of a regulated financial company,

investment company, non-regulated fund, pension fund, investment adviser, identified company, or any consolidated subsidiary of the foregoing.

12 CFR 1.2(d).

The proposed rule would have defined “publicly traded” consistent with the definition used in the agencies' regulatory capital rules and would have identified securities traded on registered exchanges with liquid two-way markets. Commenters stated that the proposed rule's definition of “publicly traded” would exclude a substantial portion of corporate debt securities because they were not traded on a public market or exchange. Commenters pointed out that unlike equity securities, corporate debt securities are not generally listed on a national securities exchange. Instead, corporate debt securities are generally traded in active, liquid secondary markets. Commenters argued that applying the “publicly traded” requirement to corporate debt securities would severely limit the universe of corporate debt securities that could be included as level 2B liquid assets.

To address concerns that the “publicly traded” requirement is overly restrictive for corporate debt securities, some commenters suggested that the final rule include non-publicly traded debt if the issuer's equity is publicly traded. These commenters noted that unlisted debt securities of public companies are actively traded in liquid markets.

After considering the comments received, the agencies have decided to remove the “publicly traded” requirement for corporate debt securities to be included as level 2B liquid assets. The agencies acknowledge that corporate debt securities are frequently traded in over-the-counter secondary markets and are less frequently listed and regularly traded on national securities exchanges, as required by the “publicly traded” definition. Thus, the “publicly traded” requirement would have unduly narrowed the scope of corporate debt securities that can be designated as level 2B liquid assets.

The final rule continues to impose certain other requirements that the agencies proposed on level 2B corporate debt securities. First, the final rule continues to require that the securities meet the liquid and readily-marketable standard to be included in level 2B assets. Second, the final rule also continues to require that the securities meet the definition of “investment grade” under 12 CFR part 1 as of a calculation date.

Third, the securities are required to be issued by an entity whose obligations have a proven record as a reliable source of liquidity in repurchase or sales markets during stressed market conditions. The covered company must demonstrate that the market price of the securities or equivalent securities of the issuer declined by no more than 20 percent or the market haircut demanded by counterparties to secured lending and secured funding transactions that were collateralized by such debt securities or equivalent securities of the issuer increased by no more than 20 percentage points during a 30 calendar-day period of significant stress, or that the market haircut demanded by counterparties to secured lending and secured funding transactions that were collateralized by such debt securities or equivalent securities of the issuer increased by no more than 20 percentage points during a 30 calendar-day period of significant stress. Lastly, the final rule provides that the debt securities may not be obligations of a regulated financial company, investment company, non-regulated fund, pension fund, investment adviser, identified company, or any consolidated subsidiary of the foregoing.

12 CFR 1.2(d).

ii. Publicly Traded Shares of Common Stock

Under the proposed rule, publicly traded shares of common stock could have been included as level 2B liquid assets if the shares met the five requirements set forth below (in addition to being liquid and readily-marketable).

First, to be considered a level 2B liquid asset under the proposed rule, publicly traded common stock would have been required to be included in: (1) The Standard & Poor's 500 Index (S&P 500); (2) if the stock is held in a non-U.S. jurisdiction to meet liquidity risks in that jurisdiction, an index that the covered company's supervisor in that jurisdiction recognizes for purposes of including the equities as level 2B liquid assets under applicable regulatory policy; or (3) any other index for which the covered company can demonstrate to the satisfaction of its appropriate Federal banking agency that the equity in such index is as liquid and readily-marketable as equities traded on the S&P 500.

As discussed in the Supplementary Information section to the proposed rule, the agencies believed that listing of a common stock in a major stock index is an important indicator of the liquidity of the stock, because such stock tends to have higher trading volumes and lower bid-ask spreads during stressed market conditions than those that are not listed. The agencies identified the S&P 500 as being appropriate for this purpose given that it is considered a major index in the United States and generally includes the most liquid and actively traded stocks.

Second, to be considered a level 2B liquid asset, the publicly traded common stock would have been required to have been issued in: (1) U.S. dollars; or (2) the currency of a jurisdiction where the covered company operated and the stock offset its net cash outflows in that jurisdiction. This requirement was meant to ensure that, upon liquidation of the stock, the currency received from the sale would match the outflow currency.

Third, the common stock would have been required to have been issued by an entity whose common stock has a proven record as a reliable source of liquidity in the repurchase or sales markets during stressed market conditions. Under the proposed rule, a covered company could have demonstrated this record of reliable liquidity by showing that the market price of the common stock or equivalent securities of the issuer declined by no more than 40 percent during a 30 calendar-day period of significant stress, or that the market haircut, as evidenced by observable market prices, of secured funding or lending transactions collateralized by such common stock or equivalent securities of the issuer increased by no more than 40 percentage points during a 30 calendar-day period of significant stress. This requirement was intended to exclude volatile equities from inclusion as level 2B liquid assets, which is a risk to the preservation of liquidity value. As discussed above, a covered company could have demonstrated this historical record through reference to the historical market prices of the common stock during times of stress.

Fourth, as with the other asset categories of HQLA and for the same reasons, common stock included in level 2B liquid assets may not have been issued by a regulated financial company, investment company, non-regulated fund, pension fund, investment adviser, identified company, or any consolidated subsidiary of the foregoing. During the recent financial crisis, the common stock of such companies experienced significant declines in value correlated to other financial institutions and the agencies believe that such declines indicate those assets would be less likely to provide substantial liquidity during future periods of stress in the banking system and, therefore, are not appropriate for inclusion in a covered company's HQLA.

Fifth, if held by a depository institution, the publicly traded common stock could not have been acquired in satisfaction of a debt previously contracted (DPC). Because of general statutory prohibitions on holding equity investments for their own account,

depository institutions subject to the proposed rule would not be able to include common stock as level 2B liquid assets. In general, publicly traded common stock may be acquired by a depository institution to prevent a loss from a DPC. However, in order for a depository institution to avail itself of the authority to hold DPC assets, such as by holding publicly traded common stock, such assets typically must be divested in a timely manner.

The agencies believe that depository institutions should make a good faith effort to dispose of DPC publicly traded common stock as soon as commercially reasonable, subject to the applicable legal time limits for disposition. The agencies are concerned that permitting depository institutions to include DPC publicly traded common stock in level 2B liquid assets may provide an inappropriate incentive for depository institutions to hold such assets beyond a commercially reasonable period for disposition. Therefore, the proposal would have prohibited depository institutions from including DPC publicly traded common stock as level 2B liquid assets.

12 U.S.C. 24 (Seventh) (national banks); 12 U.S.C. 1464(c) (federal savings associations); 12 U.S.C. 1831a (state banks); 12 U.S.C. 1831e (state savings associations).

See generally

12 CFR 1.7 (OCC); 12 U.S.C. 1843(c)(2) (Board); 12 CFR 362.1(b)(3) (FDIC).

Finally, under the proposed rule, a depository institution could have eligible publicly traded common stock permissibly held by a consolidated subsidiary as level 2B liquid assets if the assets were held to cover the net cash outflows for the consolidated subsidiary. For example, if Subsidiary A holds level 2B publicly traded common stock of $200 in a legally permissible manner and has net outflows of $80, the parent depository institution could not count more than $80 of Subsidiary A's level 2B publicly traded common stock in the parent depository institution's consolidated level 2B liquid assets after the 50 percent haircut discussed below.

The agencies received several comments on the criteria for publicly traded equity securities to be included in level 2B liquid assets. S

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