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EXAMINING THE DESIGNATION

AND REGULATION OF BANK

HOLDING COMPANY SIFIS

HEARING

BEFORE THE

SUBCOMMITTEE ON FINANCIAL INSTITUTIONS

AND CONSUMER CREDIT

OF THE

COMMITTEE ON FINANCIAL SERVICES

U.S. HOUSE OF REPRESENTATIVES

ONE HUNDRED FOURTEENTH CONGRESS

FIRST SESSION

JULY 8, 2015

Printed for the use of the Committee on Financial Services

Serial No. 114–38

(

(II)

HOUSE COMMITTEE ON FINANCIAL SERVICES

JEB HENSARLING, Texas, Chairman

PATRICK T. MCHENRY, North Carolina,

Vice Chairman

PETER T. KING, New York

EDWARD R. ROYCE, California

FRANK D. LUCAS, Oklahoma

SCOTT GARRETT, New Jersey

RANDY NEUGEBAUER, Texas

STEVAN PEARCE, New Mexico

BILL POSEY, Florida

MICHAEL G. FITZPATRICK, Pennsylvania

LYNN A. WESTMORELAND, Georgia

BLAINE LUETKEMEYER, Missouri

BILL HUIZENGA, Michigan

SEAN P. DUFFY, Wisconsin

ROBERT HURT, Virginia

STEVE STIVERS, Ohio

STEPHEN LEE FINCHER, Tennessee

MARLIN A. STUTZMAN, Indiana

MICK MULVANEY, South Carolina

RANDY HULTGREN, Illinois

DENNIS A. ROSS, Florida

ROBERT PITTENGER, North Carolina

ANN WAGNER, Missouri

ANDY BARR, Kentucky

KEITH J. ROTHFUS, Pennsylvania

LUKE MESSER, Indiana

DAVID SCHWEIKERT, Arizona

FRANK GUINTA, New Hampshire

SCOTT TIPTON, Colorado

ROGER WILLIAMS, Texas

BRUCE POLIQUIN, Maine

MIA LOVE, Utah

FRENCH HILL, Arkansas

TOM EMMER, Minnesota

MAXINE WATERS, California, Ranking

Member

CAROLYN B. MALONEY, New York

NYDIA M. VELA ́ ZQUEZ, New York

BRAD SHERMAN, California

GREGORY W. MEEKS, New York

MICHAEL E. CAPUANO, Massachusetts

RUBE ́ N HINOJOSA, Texas

WM. LACY CLAY, Missouri

STEPHEN F. LYNCH, Massachusetts

DAVID SCOTT, Georgia

AL GREEN, Texas

EMANUEL CLEAVER, Missouri

GWEN MOORE, Wisconsin

KEITH ELLISON, Minnesota

ED PERLMUTTER, Colorado

JAMES A. HIMES, Connecticut

JOHN C. CARNEY, JR., Delaware

TERRI A. SEWELL, Alabama

BILL FOSTER, Illinois

DANIEL T. KILDEE, Michigan

PATRICK MURPHY, Florida

JOHN K. DELANEY, Maryland

KYRSTEN SINEMA, Arizona

JOYCE BEATTY, Ohio

DENNY HECK, Washington

JUAN VARGAS, California

SHANNON MCGAHN, Staff Director

JAMES H. CLINGER, Chief Counsel

(III)

SUBCOMMITTEE ON FINANCIAL INSTITUTIONS AND CONSUMER CREDIT

RANDY NEUGEBAUER, Texas, Chairman

STEVAN PEARCE, New Mexico, Vice

Chairman

FRANK D. LUCAS, Oklahoma

BILL POSEY, Florida

MICHAEL G. FITZPATRICK, Pennsylvania

LYNN A. WESTMORELAND, Georgia

BLAINE LUETKEMEYER, Missouri

MARLIN A. STUTZMAN, Indiana

MICK MULVANEY, South Carolina

ROBERT PITTENGER, North Carolina

ANDY BARR, Kentucky

KEITH J. ROTHFUS, Pennsylvania

FRANK GUINTA, New Hampshire

SCOTT TIPTON, Colorado

ROGER WILLIAMS, Texas

MIA LOVE, Utah

TOM EMMER, Minnesota

WM. LACY CLAY, Missouri, Ranking

Member

GREGORY W. MEEKS, New York

RUBE ́ N HINOJOSA, Texas

DAVID SCOTT, Georgia

CAROLYN B. MALONEY, New York

NYDIA M. VELA ́ ZQUEZ, New York

BRAD SHERMAN, California

STEPHEN F. LYNCH, Massachusetts

MICHAEL E. CAPUANO, Massachusetts

JOHN K. DELANEY, Maryland

DENNY HECK, Washington

KYRSTEN SINEMA, Arizona

JUAN VARGAS, California

(V)

C O N T E N T S

Page

Hearing held on:

July 8, 2015 ....................................................................................................... 1

Appendix:

July 8, 2015 ....................................................................................................... 37

WITNESSES

WEDNESDAY, JULY 8, 2015

The witnesses presented no oral testimony at this hearing. Due to time

constraints, the Members gave opening statements and proceeded directly

to questioning the witnesses. All of the written statements that the witnesses submitted can be accessed in the Appendix (see below). ......................

APPENDIX

Prepared statements:

Luetkemeyer, Hon. Blaine ............................................................................... 38

Neugebauer, Hon. Randy ................................................................................. 39

Barth, James R., Eminent Scholar in Finance, Auburn University; and

Senior Fellow, the Milken Institute ............................................................ 42

Johnson, Simon, Ronald Kurtz Professor of Entrepreneurship, Massachusetts Institute of Technology, Sloan School of Management; and Senior

Fellow, Peterson Institute for International Economics ............................ 49

Kini, Satish M., Partner, Debevoise & Plimpton ........................................... 55

Kupiec, Paul H., Resident Scholar, the American Enterprise Institute ...... 67

Simmons, Harris H., Chairman and CEO, Zions Bancorporation ................ 95

ADDITIONAL MATERIAL SUBMITTED FOR THE RECORD

Neugebauer, Hon. Randy:

Written statement of the Regional Bank Coalition ....................................... 105

(1)

EXAMINING THE DESIGNATION

AND REGULATION OF BANK

HOLDING COMPANY SIFIS

Wednesday, July 8, 2015

U.S. HOUSE OF REPRESENTATIVES,

SUBCOMMITTEE ON FINANCIAL INSTITUTIONS

AND CONSUMER CREDIT,

COMMITTEE ON FINANCIAL SERVICES,

Washington, D.C.

The subcommittee met, pursuant to notice, at 1 p.m., in room

2128, Rayburn House Office Building, Hon. Randy Neugebauer

[chairman of the subcommittee] presiding.

Members present: Representatives Neugebauer, Pearce, Lucas,

Posey, Luetkemeyer, Stutzman, Mulvaney, Pittenger, Barr,

Rothfus, Guinta, Tipton, Williams, Love, Emmer; Clay, Hinojosa,

Scott, Maloney, Sherman, Lynch, Heck, and Vargas.

Ex officio present: Representative Waters.

Also present: Representative Royce.

Chairman NEUGEBAUER. The Subcommittee on Financial Institutions and Consumer Credit will come to order.

Without objection, the Chair is authorized to declare a recess of

the subcommittee at any time.

Today’s hearing is entitled, ‘‘Examining the Designation and Regulation of Bank Holding Company SIFIs.’’

Before we begin, I would like to thank the witnesses for traveling

to Washington to testify today.

For situational awareness, we are expecting 4 votes sometime in

the next 30 or 40 minutes. This first series of votes is expected to

last possibly over an hour-and-a-half. Per an agreement with the

Minority, Members’ oral statements will be limited to 1 minute per

side.

And without objection, the written opening statements of the

chairman and the ranking member will be made a part of the

record.

I now recognize myself for 1 minute.

Good afternoon.

Over the last several years, we have seen bipartisan and bicameral interest in reexamining Dodd-Frank’s regulatory framework for bank holding companies with assets greater than $50 billion. Dodd-Frank’s arbitrary asset threshold, set under Section 165,

does not adequately consider the systemic risk profiles of bank

holding companies.

2

Section 165’s objective is to mitigate risk to the financial stability

of the United States due to the distress and failure of the financial

institutions. I am concerned that using a static asset threshold

does not provide enough flexibility for regulators when designating

systemic importance. Recent evidence shows vast differences in systemic importance between the smallest U.S. G-SIBs and the largest

U.S. regional banks, yet they remain subject to the same Section

165 standards.

Even banking regulators have highlighted the flaws in the Section 165 threshold. So, for example, Comptroller of the Currency

Thomas Curry recently testified that there are currently nonsystemically important banks being regulated as systemically important due to the current threshold.

As policymakers, we must always strive to be precise when improving legislation and frameworks so as to minimize unintended

consequences. I hope that this hearing will allow members to begin

considering different ways of measuring systemic importance and

the regulatory consequences of being designated as a SIFI.

I now recognize the ranking member of the subcommittee, Mr.

Clay, for 1 minute.

Mr. CLAY. Thank you, Mr. Chairman.

And I want to thank each of our witnesses for coming here today

and testifying.

I also would like to make clear to the subcommittee that I know

that this is an abbreviated hearing, but if we are going to move forward with legislation, I look forward to having another hearing before that occurs.

The financial crisis was due in no small part to regulators’ failure to use their existing authority to rein in banks’ risky lending

and trading activities. We responded in the Dodd-Frank Act by

clearly identifying for regulators which financial institutions would

be subject to minimum prudential standards, while also granting

the Federal Reserve discretion in its application of these standards.

I welcome debate on regulators’ efforts to tailor their approaches

to the particular risk that individual banks present, but I remain

skeptical of proposals that would eliminate Dodd-Frank’s clear

standard for a subjective activities-based designation process.

And I yield back.

Chairman NEUGEBAUER. I thank the gentleman.

Today we have a very distinguished panel, and I appreciate their

being here: Mr. Harris H. Simmons is the Chairman and CEO of

Zions Bancorporation; Dr. James R. Barth is an Eminent Scholar

in Finance at Auburn University, and a Senior Fellow at the

Milken Institute; Dr. Paul H. Kupiec is a Resident Scholar at the

American Enterprise Institute; Mr. Satish M. Kini is a Partner at

Debevoise & Plimpton; and Dr. Simon Johnson is the Ronald Kurtz

Professor of Entrepreneurship at the Massachusetts Institute of

Technology, Sloan School of Management, and a Senior Fellow at

the Peterson Institute for International Economics.

Per an agreement with the Minority, we will waive the oral presentation of your testimony. And without objection, your full written

statements will be made a part of the record.

[The prepared statement of Mr. Simmons can be found on page

95 of the appendix.]

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[The prepared statement of Dr. Barth can be found on page 42

of the appendix.]

[The prepared statement of Dr. Kupiec can be found on page 67

of the appendix.]

[The prepared statement of Mr. Kini can be found on page 55 of

the appendix.]

[The prepared statement of Dr. Johnson can be found on page 49

of the appendix.]

Chairman NEUGEBAUER. The Chair now recognizes himself for 5

minutes for questioning.

Mr. Simmons, can you compare the systemic importance profile

between Zions and a large money-center bank?

Mr. SIMMONS. I would be happy to maybe give a couple of examples.

If you look at asset size, we are $58 billion in total assets, and

so, among the kind of traditional bank holding companies, we are

the smallest of the SIFIs. We are one 45th the size of JPMorgan

Chase.

But if you use other measures, it becomes even more pronounced.

And so, for example, if you look at the data that we file on what

is known as an FR Y–15 form every quarter showing systemic risk

indicators, on one of the indicators for interconnectedness with the

financial system, that measure being intra-financial-system assets,

we are 1/264th of JPMorgan Chase’s size. If you look at payments

activity, they are 775 times larger than we are. If you look at assets under custody, they are about 5,900 times our size. And if you

look at derivatives, over-the-counter derivatives activity, they are

about 21,260 times our size.

So if you look at the things that we believe and that the Basel

Committee has identified as being important in thinking about systemic risk, size is one factor, but when you take other things into

account, there is even a greater disparity between a company like

us and a company like JPMorgan Chase.

Chairman NEUGEBAUER. And one of the things—I believe that

you just filed your stress-test documents recently, is that correct?

Mr. SIMMONS. Yes.

Chairman NEUGEBAUER. And can you tell us how many pages

that presentation included?

Mr. SIMMONS. It was roughly 12,500.

Chairman NEUGEBAUER. And that is front and back, if I am not

mistaken. Is that correct?

Mr. SIMMONS. Yes. It is a pretty good stack. It is 32 volumes of

a lot of very high-level math, mostly.

Chairman NEUGEBAUER. Okay.

Dr. Barth, in your testimony, you note that under the Basel

Committee framework for measuring systemic importance, the metric of size is only 20 percent of the calculation, but under Section

165 of the Dodd-Frank Act, it says asset size is 100 percent of the

calculation.

Can you explain the significance of this distinction and how an

asset-size-only calculation can mischaracterize systemic risk?

Mr. BARTH. Yes. I would be happy to.

As I indicate in my testimony, size per se is a totally inappropriate way to go about designating SIFIs. It turns out that—I know

4

of no regulatory authority that would use just size. In fact, all the

evidence that I present in my testimony indicates that size per se

is inappropriate, that one should go well beyond size.

For designating G-SIBs, there are 4 factors used, and, as you

point out, size only represents 20 percent of what goes into determining whether or not a G-SIB is significantly important.

So I think using just size, the $50 billion threshold is totally arbitrary and static, and one can come up with a much better way

to go about designating SIFIs if one wishes to. And I indicate the

way to go about doing that in my written testimony.

Chairman NEUGEBAUER. Thank you.

Dr. Kupiec, some commentators have recently argued that the

meaning of ‘‘systemic importance’’ under Dodd-Frank implies that

a bank holding company’s failure could cause credit intermediation

issues in particular region.

Do you consider this definition of ‘‘systemic importance’’ representative of Congress’ original intent in Section 165?

Mr. KUPIEC. Congress’ original bill designated everybody over

$50 billion, which is a very broad-brush approach. I would not consider regional banks systemically important. Banks that are primarily engaged in deposit taking and lending in a certain region

of the economy, even of significant size, I would not consider, if one

of those institutions were in peril, that it would cause a systemic

crisis.

Chairman NEUGEBAUER. Yes, I think my more direct question is,

should that be one of the considerations for systemic risk, that one

bank failure might have some adverse effect in that region?

My understanding originally was to make sure that one financial

institution didn’t bring down the whole system, not what the impact was on a local or regional basis.

Mr. KUPIEC. Honestly, I don’t think ‘‘systemic risk’’ has ever been

defined very finely, very accurately. If a bank fails—there is fairly

robust literature that says bank failures cause some economic problems. The question is, how big does that problem have to be before

you think you have to take extra measures to prevent it? And, in

my opinion, even a sizable regional bank is certainly digestible in

the financial system that we have.

Chairman NEUGEBAUER. Thank you.

I now recognize the gentleman from Missouri, Mr. Clay, for 5

minutes.

Mr. CLAY. Thank you, Mr. Chairman.

Mr. Johnson, you note in your testimony that there is substantial

differentiation in the Fed’s application of heightened prudential

standards, dependent in part on size but also varying according to

factors such as business model, complexity, and opaqueness.

Could you provide examples of how regulators have differentiated their regulatory approaches toward financial institutions

above the $50 billion threshold?

Mr. JOHNSON. Yes, Congressman.

So Dodd-Frank, as you have already stated, sets a threshold

above which there has to be enhanced prudential supervision, but

the exact nature of that supervision and the standards are very

much at the discretion of the regulators.

5

And we know from statements made by Federal Reserve Governor Tarullo and by FDIC Chairman Gruenberg that they are tailoring the content of the stress test, for example. The nature of the

living wills are absolutely differentiated between the largest banks

and what we are calling here the regional banks. Capital standards

are also differentiated. And the list goes on.

So for every single category of items that are overseen by regulators, to the extent that we can see this from the outside, there

is substantial differentiation above the $50 billion threshold. And

the regulators appear to be taking into consideration exactly the

kind of criteria that make sense, which is partly size but also, as

the other witnesses have already said, interconnection; the precise

nature of your business; is there substitutability, so if you fail, can

someone else step in and provide the same services? So that seems

to be exactly in line with the intent of Dodd-Frank.

Mr. CLAY. Could you contrast the litigation exposure that an activities-based designation process would create compared to the

current approach in Dodd-Frank that clearly establishes which financial institutions are subject to heightened minimum prudential

standards?

Mr. JOHNSON. Yes, Congressman. I think this is a very important

issue.

If there were to be a process for banks similar to what we actually have for non-banks, the the Financial Stability Oversight

Council (FSOC) would be responsible for determining whether or

not particular institutions were designated as systemic and were

subject to, for example, Federal Reserve oversight, that would be

absolutely a cause for litigation. In fact, MetLife is litigating

against the FSOC, and there are indications from other large nonbank financial institutions such as Prudential that they may be

considering similar litigation.

So the entire process of overseeing the financial system and preventing the kind of lapses that we saw apply to 2008, that will become tied up in all kinds of legal process. There is no way that

would be helpful.

Unless you think the regulators are imposing undue, inappropriate burdens on these small, simple businesses—and I don’t

think there is any evidence of that whatsoever—then I think you

have, roughly speaking, the right current arrangement.

Mr. CLAY. Are there any areas of regulatory oversight where regulators have had the ability to exercise their discretion to tailor

their application of heightened prudential standards and they have

failed to do so? Are there any examples where they failed to do

that?

Mr. JOHNSON. They have certainly tailored. Now, there are complaints from the industry that the tailoring is not sufficient. There

is a discussion around the stress-testing, which I think is an appropriate and sensible discussion. And there have been public news reports about Zions’ stress test, for example. There seems to be a big

difference of opinion between the Federal Reserve, on the one hand,

and Zions with regard to the nature of those results and what is

driving them.

So those are important and, I think, legitimate and sensible discussions. But the basic idea is that you should have a category of

6

banks that are not the largest, not the ones that are without question too-big-to-fail, but ones that are on the way to that territory.

For example, if you look at total risk exposures of PNC, which

is considered to be a regional bank, or U.S. Bancorp, these are total

risk exposures; it is consolidated assets plus other credit exposures—these are in the categories of $460 billion to $500 billion.

Bear Stearns, when it failed, was somewhat over $500 billion; Lehman was about $600 billion. Those regional banks are already in

that space where we should have heightened concern at least.

And if we look at the rates of growth of regional banks on a total

risk exposure basis over the past year, they have shown, with some

exceptions, including present company, remarkably robust and resilient growth rates. So even the smaller ones are growing rapidly.

Again, I am not saying this is an immediate systemic red flag,

but it is something that you want the regulator and the Federal

Reserve, in the first instance for banks, to pay more attention to.

And that is what Dodd-Frank requires.

Mr. CLAY. And so it really depends on the business model and

what kind of risk these entities take?

Mr. JOHNSON. Yes, Congressman. It exactly depends on the business model and the risk they are taking.

Mr. CLAY. Thank you for your responses.

I yield back.

Chairman NEUGEBAUER. Thank you.

I now recognize the gentleman from New Mexico, the vice chairman of the subcommittee, Mr. Pearce, for 5 minutes.

Mr. PEARCE. Thank you, Mr. Chairman.

I would just start with the statement that Bear Stearns and Lehman were not bank holding companies and would not have been

subject to that particular provision.

Mr. Simmons, now, when I think about business—my wife and

I had a small business. Certainly, we were not in the $50 billion

category, but when we got up to 50 employees, then we came under

different rules. So we just found ourselves staying below $50 billion

because it was so much easier.

Do you think that banks will actually—or the financial institutions will decide to self-limit their size just to not have to hassle

with it?

Mr. SIMMONS. I suspect some may, although because the current

threshold is not indexed, at some point—we asked ourselves the

question, should we try to shrink below that, but—

Mr. PEARCE. Yes, so the question is on the table.

Mr. SIMMONS. Yes, the question has been on the table. We—

Mr. PEARCE. And so, in the attempt to try to improve the economy, the Federal Government may, in fact, set the economy up to

start limiting itself. That is a concern that I have, and it sounds

like it is already a discussion. And I would just guarantee you,

when people have to deal with one level of the government or a different level, then you do actually have to work that.

Now, this idea that there are going to be two sets of standards—

you have been in the bank business for a while. When regulators

have different tiers, do they set two standards? Do they come in

and identify which size you are with respect to regulations? Or do

they just go to the highest level of regulations?

7

Mr. SIMMONS. I think there are clearly some cases, for example

in the liquidity coverage ratio, where they have created a modified

ratio for banks under $250 billion, where they have differentiated.

But it is hard for us to know, and, certainly, we don’t feel like there

has been the kind of tailoring that we hear about. I would like a

new tailor, I guess, some days. It feels like the suit is still very

large.

Mr. PEARCE. Yes. But, again, that is the comment I hear from

banks in my district. It is New Mexico, so very few fall in a large

category, but they all say that they get the same standards that

are applied to the big institutions.

Mr. Johnson, I have a curiosity about these varying standards.

Do you see some difficulty in agencies?

Agencies are composed of people, and they have to remember two

different standards. I know flying airplanes, for instance, in the Air

Force, they only want you flying one kind of an airplane at once

because it is kind of difficult to remember all the different air

speeds and the checkpoints and things. And airliners are pretty

much the same way.

And so bank regulators, are they going to memorize multiple sets

of standards? Are they going to be tailors for individual clothing for

the banks, or are they going to actually start standardizing themselves?

Mr. JOHNSON. Congressman, there are already 4 categories above

the $50 billion threshold—

Mr. PEARCE. No, I am not asking—I am asking, in practical application, a regulator sitting there trying to remember all these different standards, are they really going to do it, or do you think that

they will probably end up ballparking something in their head and

just doing the best they can?

Because I don’t see where that kind of a tailored process can

work from a regulatory point of view. It requires too much judgement. To me, it looks very awkward, and very difficult.

You don’t think so? You think they will be able to divide themselves up into little squares and do one thing in one company and

another thing in another company and not merge the two together

in their head and their heart?

Mr. JOHNSON. Certainly, everything we can see in terms of how

the regulators operate and how they organize themselves, they

treat the very largest, globally systemically important banks differently than they do the regional ones.

Mr. PEARCE. Okay. Fair enough.

Now, on your item number five, you say that the regulators

failed, more or less—they had a great deal of discretion, and they

failed to protect consumers.

What should we do from this point of view when the regulators

fail?

Mr. JOHNSON. I think, Congressman, you have to work to understand the cause of that regulatory failure, which will probably—

Mr. PEARCE. No, but should we do something?

Mr. JOHNSON. Absolutely. And Dodd-Frank was an attempt to

address that, which obviously—

Mr. PEARCE. Yes. So I really wrestle with the fact that the regulators were sitting right in the room with MF Global and they let

8

the guy—some of these things that banks are doing, they don’t

know the difference. That guy knew the difference. He moved

$101.5 billion out of segregated accounts, and yet nothing has happened to the regulators and nothing has happened to him. It is

against the law.

And so, I always worry that the regulators just kind of end up

doing what they want to do when they are sitting in that room, and

I wonder how you perceive that.

Mr. JOHNSON. I think the regulators have to be held accountable,

Congressman. And they are held accountable by this committee,

among other things—

Mr. PEARCE. Yes. Again, I have asked the questions multiple

times; I have asked it straight to the supervisors. Nothing has ever

happened to anybody. So I appreciate your opinion there, but I understand.

I yield back the balance of my time, Mr. Chairman. Thank you.

Chairman NEUGEBAUER. Thank you.

And now the gentleman from Texas, Mr. Hinojosa, is recognized

for 5 minutes.

Mr. HINOJOSA. Thank you, Chairman Neugebauer and Ranking

Member Clay, for holding this hearing.

As we examine the process for designating certain financial institutions as systemically important, SIFIs, under the Dodd-Frank

Act, we would do well to remember that during the financial crisis

of 2007 and 2008, the American financial system teetered on the

brink of collapse. Every major American financial institution either

failed or was taken over by a larger institution or required government assistance to weather the storm.

My first question is for Dr. Simon Johnson.

In your testimony, you indicated that it would be more sensible

to measure banks by their total exposure, as defined in the systemic risk reports to include on- and off-balance-sheet items, rather

than by their total consolidated assets as is currently done under

Dodd-Frank.

Do you think the current measure of $50 billion consolidated assets is a good proxy for banks that pose a systemic risk to our financial system?

Mr. JOHNSON. Congressman, I think that is a very fair question.

I do think we should shift the discussion away from consolidated

assets, which are just one measure of what is on your balance

sheet, to include other exposures through derivatives, credit lines,

credit cards, and so on. And I think, when you look at that, most

of the banks that are in the category, say, between $50 billion and

$100 billion consolidated assets, if we look at them in terms of total

exposures, all of them except for two, Zions and Huntington, are

above $100 billion in total exposures.

Now, once you get to any financial institution of any kind with

a total risk exposure close to 1 percent of U.S. GDP, I think you

need to pay attention to it as a potential systemic issue, either in

isolation, perhaps, or as a cluster of similar firms with similar portfolios that could get into trouble.

So most of the firms that are in this category above $50 billion,

I think, are already on this potential systemic interest list. Zions

9

is an interesting, different, smaller entity. There is no question

about that.

Mr. HINOJOSA. So with that response, would you keep a brightline test, or would you suggest a qualitative discretionary approach

with Congress outlining the factors for consideration?

Mr. JOHNSON. You absolutely need a bright-line test, for the reasons that Congressman Clay already mentioned. If it becomes

something qualitative, something involving judgment, for example,

by the FSOC or by the Federal Reserve, it is going to be litigated

till the end of time.

Mr. HINOJOSA. Okay.

My next question is to Auburn University’s Dr. James Barth.

Currently, the top 33 financial institutions control approximately

84 percent of industry assets. The remaining 6,400 banks control

the remaining 16 percent of assets.

So do you think the concentration of such large amounts of banking assets in a relative handful of firms is itself a systemic concern?

Mr. BARTH. Yes, I do think the concentration of assets in a handful of institutions may indeed be a concern. But, as I point out in

my testimony, the 6 largest bank holding companies, domestic

bank holding companies, control 68 percent of all the bank-holdingcompany assets in the United States as of the end of March of this

year. The top 11 bank holding companies, excluding the savings

and loan holding companies, control approximately 80 percent of all

the assets of bank holding companies as of, again, March of this

year.

So that is a concentration, but I don’t think one should include

the regional banks as SIFIs. They do not, in my view, pose a systemic threat. And all the evidence that I indicate in my testimony

concurs with the opinion that I just expressed.

Mr. HINOJOSA. Thank you.

My next question is for Mr. Satish Kini.

There is, at this time, a considerable amount of debate regarding

whether the current process for designating a non-bank SIFI by the

FSOC is as transparent as it should be. So do you believe that to

be the case? Why or why not?

Mr. KINI. I think there is debate, Congressman, about the transparency of the FSOC process for non-bank SIFIs. That process does

not necessarily need to be imported into a process for bank holding

companies if Congress chooses a different threshold or a different

metric by which to apply these enhanced prudential standards to

bank holding companies.

Mr. HINOJOSA. My time has expired, and I yield back.

Chairman NEUGEBAUER. I recognize the gentleman from Missouri, Mr. Luetkemeyer, chairman of our Housing and Insurance

Subcommittee, for 5 minutes.

Mr. LUETKEMEYER. Thank you, Mr. Chairman.

I would like to start out with—we have been talking about the

intent of Congress here with regards to Dodd-Frank. And I think

it was interesting that when we had the former author of the bill,

Mr. Frank himself, in this committee a little over a year ago, he

indicated that the SIFI situation has gone well beyond the intent

of what he and his coauthor, Mr. Dodd, had intended. And I think,

10

as we go through this process, we need to remember that this was

supposed to be about the big guys, not talking about regional

banks.

And it is kind of interesting that, as we are talking about this,

I have in front of me here the Federal Reserve System order approving the merger of bank holding companies between BB&T and

Susquehanna Bank. And in there, in the financial stability portion,

it lists the metrics by which they determined that combining these

2 banks, which would be around $200 billion in assets now—they

listed 5 separate things, which, coincidently, are almost exactly

word-for-word what our criteria is in our bill that we are trying to

talk about here, for designating a SIFI.

They list those criteria, and then they go on and talk about in

the final closing discussion here that this transaction would not appear to result in meaningfully greater or more concentrated risks

to the stability of the U.S. banking or financial system. That is the

Fed talking about this, with a $200-billion-asset institution.

So what does that tell you? It tells you that—Mr. Simmons, you

are in the business, you are in this category here we are talking

about. What do you think about the comments I just made?

Mr. SIMMONS. I fundamentally believe you need to look not only

at size but a lot of other activities. The interconnectedness, the

complexity, the funding structure—there are a lot of things that

contribute to, I think, a rational determination as to whether an

institution is systemically risky to our economy. And I think an approach that takes all those things into account is probably a more

useful approach than, certainly, the arbitrary—

Mr. LUETKEMEYER. It is interesting, we have had both Secretary

Lew and Chair Yellen in the committee over the last year, and both

of them have said that they agreed with our analysis that these regional and midsized banks are not systemically important.

I have a chart here that I actually dug up; it is actually for the

end of 2013, but it shows the size differential and puts some perspective in a graph form. You have JPMorgan over here on my

right that makes up the entire grid. And then you have the next

14, other than the top 4. You go down to 5 through 19, and it

makes up all of JP Morgan. It gives you some idea of the size of

the big guys and the size of the rest of the group that makes up

this.

So I know there is a question and has been concern with regards

to regional banks, if a regional bank went down, that it would perhaps cause the collapse of other banks and hurt the region. That

is not the intent of what this bill, Dodd-Frank, was about. It was

about a big bank going down and affecting the entire economy.

But, Mr. Simmons, can you address the issue of a couple of regional banks which would go down? Number one, are they tied together close enough, normally, for that to happen?

Mr. SIMMONS. In my experience, there is very little interconnectedness between regional banks—

Mr. LUETKEMEYER. So it would be very difficult for one to actually affect the other?

Mr. SIMMONS. I think that has proven to be the case even in experience.

11

And I also think it is difficult to determine, if you start down

that path, where do you stop? A community bank failing in a small

community is going to have a systemic impact on that community.

I believe that the language in Dodd-Frank was intended to focus

on the U.S. economy and not on any particular region in the first

place.

Mr. LUETKEMEYER. I didn’t want to blindside you here, Mr. Simmons, but you wrote a letter to me, I think last year. We had a

meeting, and then you went from there to the Fed. And you wrote

back to me with regards to your meeting that you had at the Fed.

And in there you said that you spent some time with staff at the

Federal Reserve Board, and they admitted that around the Fed no

one considers regional banks, such as Zions Bancorporation, to be

systemically important.

Is that—

Mr. SIMMONS. That is correct.

Mr. LUETKEMEYER. —an accurate reflection of what your conversation—

Mr. SIMMONS. It is. And I think it reflects public statements that

have been made at the Board of Governors level, as well.

Mr. LUETKEMEYER. So basically what we are saying here is that

the Fed, the Chair of the Fed, Secretary Lew, and the author of

Dodd-Frank believe that what we are talking about here is a solution to an unintended consequence of their bill. And, hopefully, we

can all agree that this is something we need to work on and support.

I thank the gentleman, and I yield back the balance of my time.

Chairman NEUGEBAUER. I thank the gentleman.

And now the gentlewoman from New York, Mrs. Maloney, is recognized for 5 minutes.

Mrs. MALONEY. Thank you, Mr. Chairman, for holding this important debate.

I believe, as many of you said in your testimony, that the $50

billion threshold doesn’t accurately measure systemic importance.

And a lot of you have said in your testimony and talked about the

advantage of tailoring the enhanced prudential standards so that

they are appropriate for the amount of systemic risk that each

bank poses. And I personally think that is a more accurate standard. To the extent that a prudential standard is intended to mitigate systemic risk, it should be tailored to the bank’s systemic risk.

And while the Fed absolutely has the discretion to tailor the enhanced prudential standards based on each SIFI’s systemic risk,

that is not what they have done, unfortunately. And to the extent

that they have tailored at all, they have based it purely on asset

size, which even the Fed agrees doesn’t properly measure systemic

risk.

In fact, in the Fed’s proposed capital surcharge for the biggest

eight banks, they propose to calculate each bank’s systemic risk

based on an indicator-based test that goes beyond mere asset size

and then require higher capital surcharges for banks that pose

more systemic risk and lower surcharges for banks that pose less

systemic risk.

So one idea that I think is worth pursuing is extending that proposal to all 33 banks with over $50 billion in assets and calculating

12

their domestic systemic importance and then requiring the Fed to

tailor the prudential standards based on each bank’s actual systemic risk.

So, Mr. Simmons, if your bank ended up with a very low systemic risk score, then the prudential standards would have to be

tailored to reflect that lower risk. And because the Fed’s indicatorbased test is based on the same test, I believe, that Mr.

Luetkemeyer’s bill would require—and I believe there are four

standards in it: size; interconnectedness; complexity; and substitutability—using them, I think this might be a good compromise.

So I would like to ask each of the witnesses whether they think

it would be helpful to extend the Fed’s indicator-based test for systemic risk to all 33 banks over $50 billion?

I would like to start with Mr. Kini and welcome him, because his

firm is located in the district I am privileged to represent, and have

each witness give your thoughts on this idea.

Thank you.

Mr. KINI. Thank you, Congresswoman.

I do think that if the goal here and the policy objective is to identify as accurately as possible those banking organizations that pose

significant risk to financial stability, then it is very much worth

considering a more nuanced alternative than just flat asset size. So

I do think that would be a useful exercise.

Mrs. MALONEY. Okay. Thank you.

And Dr. Johnson?

Mr. JOHNSON. Congresswoman, I do agree that the Fed should

and does use this multiple-indicator approach. And I think as a

previous speaker mentioned, they use it when looking at potential

mergers. But I am not in favor of modifying the bright-line approach of Dodd-Frank. I think what you are asking for there, or

what Congress asked for, is official—

Mrs. MALONEY. We would keep the $50 billion, but then—

Mr. JOHNSON. If you wanted to move it to $100 billion total risk

exposures, I would not complain about that. That would only

change it for two financial institutions, two banks.

But the point of having the threshold set at a relatively low level

is to ask the Federal Reserve precisely to look on a case-by-case

basis, applying its multiple indicators—there is no complaint about

that whatsoever that I have heard—and to decide who is systemic

and who is not.

The problem of using Congress to place particular scores, Congresswoman—one problem would be, what exactly is the right score

for systemic risk? I agree with Dr. Kupiec, who said we don’t know

exactly what is systemic risk. You can have many arguments for

many, many hours about exactly how to weight those measures in

there. Experts and people in the industry absolutely do not agree.

So I think you are better off keeping the bright line, $50 billion

consolidated assets or $100 billion total risk exposures, and then

pushing the Fed, as you are doing in what you said today, to be

nuanced and sophisticated in how they look case by case.

Mrs. MALONEY. And Dr. Barth?

Mr. BARTH. Yes. I am in favor of a multifactor approach, as you

mentioned. Four factors that have been mentioned earlier, I think

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that is an approach. I am opposed to identifying SIFIs or designating SIFIs solely on the basis of size.

In my testimony, I point out there is indeed evidence indicating

that regional banks, for example, do not pose a systemic risk. And

if the Fed can tailor its supervisory approach or regulatory approach to banks over $50 billion in size, it can do that for all banks,

and therefore there is no need for that designation of SIFIs.

Mrs. MALONEY. And, Mr. Simmons, who is on the front lines?

Chairman NEUGEBAUER. I’m sorry. The time of the gentlewoman

has expired.

Mrs. MALONEY. Okay. Thank you.

Chairman NEUGEBAUER. I now recognize the gentleman from

South Carolina, Mr. Mulvaney, for 5 minutes.

Mr. MULVANEY. Thank you, Mr. Chairman.

I am confused, so help me, because I wasn’t here when we did

Dodd-Frank. And I am hearing some things that sound inconsistent

to my layman’s ear. I hear talk of tailoring, and I hear talk of Fed

nuance. I hear Dr. Johnson saying that is probably one way around

the concerns that we have on this side of the aisle.

Yet, Dr. Johnson, in reading your opening testimony, you are

critical of the Fed’s lack of ability to apply the same nuance before

the crisis. So I guess one of the questions I have—and we probably

won’t get a chance to get into it here today—is, why do you think

the Fed is going to do a good job now, when you thought they did

a lousy job before the crisis?

So I am not sure if—if you don’t like the fact of Congress setting

the nuance, you are okay now, I guess, with the Fed setting this

nuance, but you were unhappy with the way the Fed did it before

the crisis. So it seems like you are taking the exact opposite position after the crisis as you took before the crisis.

But let me start from scratch, and see if I can get a handle on

one thing here.

Dr. Johnson, you just said you would be okay with changing the

number, which makes me wonder, how did we get the number in

the first place? Does anybody know? Did we just pick $50 billion?

I wasn’t here. Does anybody know why we have $50 billion? Is it

defensible?

Dr. Kupiec?

Mr. KUPIEC. From talking to staffers at the time, apparently

there was a proposal on the table before Dodd-Frank to do away

with holding company supervision by the Federal Reserve for all

banks under $50 billion and that the primary Federal banking regulator would become the holding company supervisor. And there

was language drafted about that. And somehow that $50 billion

cutout ended up in the final bill on the SIFI designation for the

Fed.

So I wasn’t in the hearings, but, from people who were in the discussion, that is the way I am told, that $50 billion sort of came out

of the air as a historical artifact.

Mr. MULVANEY. I see a couple of people nodding their heads. So,

unless somebody wants to disagree, I will take that for the sake of

this discussion.

Dr. Barth said something I am going to come back to in a second

about evidence regarding regional banks. Let me ask—that is a

14

nice word to use. Is there any evidence that $50 billion is the right

number?

Mr. JOHNSON. Well, Congressman—

Mr. MULVANEY. I will go down the line.

Very quickly, Dr. Johnson?

Mr. JOHNSON. I think you should look at total risk exposures.

That is what we learned in the crisis matters. And if you look at

the risk reports that they have to now provide because of DoddFrank, everyone, with the exception of Zions and Huntington, who

is above $50 billion, has total risk exposures over $100 billion.

When you look at the history of financial crises in the United

States and other places, financial institutions with total risk exposures close to 1 percent of GDP—

Mr. MULVANEY. Got it.

Mr. JOHNSON. —do amount to systemic risk.

Mr. MULVANEY. I have heard that, but I have also heard you say

that it depends on the business model and the risks they take, not

necessarily the size of the asset.

So I am asking again, is there any evidence, other than the fact

that a staffer found it in a previous bill, that $50 billion is the right

number?

Anybody else?

Dr. Barth?

Mr. BARTH. No. I know of no evidence indicating that a $50 billion threshold is the right number by which one would designate

SIFIs, those institutions with greater than $50 billion in assets, or

even if one shifted to exposure basis.

It is interesting—in my testimony, I refer to a study done by

three New York University Business School professors, one of

whom was a recipient of the Nobel Prize in economics, and they actually calculate systemic risk for banks. And when you look at the

regional banks, their scores are less than 0.10 percent. The biggest

money-center banks have hundreds-of-times-larger systemic risk

scores.

So, again, the evidence that I cite—and it is not just that study

but other studies—indicates that there is no basis for using simply

size per se and certainly not using the $50 billion threshold.

Mr. MULVANEY. Dr. Barth, that is music to my ears.

Keep going, then. Tell me the evidence you had about the fact

that the regional banks are not systemically important. Because

you said the word ‘‘evidence,’’ which is something I pay attention

to.

Mr. BARTH. Yes. The study that I just mentioned by the three

New York University Business School professors—also, there is a

study by the Office of Financial Research using multiple criteria

which indicates the same, that the biggest banks dominate with respect to systemic risk. It is not the regional banks.

There is also a Bank of Canada study indicating that no regulatory authorities, to their knowledge, would focus on just size per

se.

I don’t know of anybody who is going to do a serious study of systemic risk who would only look at asset size per se, whether it be

consolidated assets or exposures. There are many other factors, inVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00020 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
15

cluding some of the factors that have been mentioned earlier, the

ones used for identifying—

Mr. MULVANEY. Dr. Barth, I apologize. I have 10 seconds, and I

want to ask one final question.

Does anybody disagree—we have Republican witnesses, Democrat witnesses. Does anybody disagree with the concept that we

should be using evidence in writing our laws?

Okay. I will take that as a ‘‘no’’ on both sides of the aisle.

Thank you, Mr. Chairman.

Chairman NEUGEBAUER. I thank the gentleman.

And now the gentleman from California, Mr. Sherman, is recognized for 5 minutes.

Mr. SHERMAN. So, $50 billion is a safe harbor. If you are not over

$50 billion, they can’t designate you a SIFI, they can’t impose additional standards.

Everyone over $50 billion should not be treated the same way.

And perhaps either the regulators or this committee needs to look

at creating a process by which those who are over $50 billion provide information, but I think most of the regional banks would ultimately be determined to not be SIFIs. It would be nice to get a few

forms filled out and be in a position to at least take a look.

The focus of Dodd-Frank is on asset size. I think that is wrong.

I think Dr. Johnson focuses on total exposure. I have said before

here we ought to be focusing on the size of the liabilities of an institution, not the size of the assets.

Lehman Brothers didn’t do us any harm because they had too

many assets. Their problem was they had too many liabilities, particularly contingent liabilities, particularly to U.S. persons. So

when Lehman Brothers went under, it was clear that a lot of

American institutions would not be paid. What is a liability on

Lehman Brothers’ balance sheet as an asset—or was listed as an

asset on the balance sheet of so many U.S. institutions.

Dr. Johnson, does the law require that the FSOC impose significant additional standards on regional institutions that may just

happen to be over $50 billion?

Mr. JOHNSON. No, Congressman. The situation is as you stated

it in your opening sentences. There is a safe harbor below $50 billion, and above $50 billion there are enhanced prudential standards across a number of criteria. So they can’t be weaker than

what people have below $50 billion. But the extent to which they

are stronger depends on the decision of the regulator, which, in this

instance, is primarily the Board of Governors of the Federal Reserve System.

And I would just also emphasize, to put it in terminology relative

to what you have said and what other members have said, which

is this is not about designating anyone as systemically important.

These regional banks are not designated as systemically important.

They are subject to these enhanced prudential standards. There

are systemically important institutions that have been so named by

the Financial Stability Board, for example, and it is only a few very

large institutions of the United States.

Mr. SHERMAN. So you are saying that if you are a regional bank

and you are over $50 billion, you don’t get the honor of being desVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00021 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
16

ignated a systemically important financial institution, with all that

honor entails.

Mr. JOHNSON. It is certainly not in Dodd-Frank anywhere I can

see, and it is not a matter of regulatory practice. They are not putting a SIFI stamp next to these regional banks.

They are subjecting them to additional specific scrutiny—for example, around the capital stress test, the way they look at, do you

have enough capital. Yes, that is different above $50 billion. And

you can ask whether it has been applied in a fair and reasonable

way across all these different sizes. And that is what Zions is—

Mr. SHERMAN. So the regulators could, under the law, simply

gather some information about institutions $50 billion to $100 billion and decide you are a plain vanilla large institution, or largish

institution, you don’t face any additional scrutiny? Or do they have

to impose some additional scrutiny on everybody over $50 billion?

Mr. JOHNSON. There is some, ‘‘scrutiny’’ is a good word, Congressman. There is some additional scrutiny. There is—

Mr. SHERMAN. But not necessarily any higher capital standards?

Mr. JOHNSON. The capital standards cannot be lower than what

we have below $50 billion. However, the law also says that there

shouldn’t be discontinuity, to the previous important point made by

the Vice Chair. If you have a big discontinuity, people sometimes

will not want to grow below that size.

The regional banks, Congressman, are growing fast. The average

rate of growth of total exposures last year was 6.5 percent for the

regional banks. So that doesn’t seem to be an impediment to the

growth at this stage.

Mr. SHERMAN. I just have 40 seconds.

What limits are there on bank holding companies in issuing credit default swaps? Because that is kind of how we got into this trouble to begin with.

Mr. JOHNSON. Congressman, there are a variety of restrictions on

the amount of risk that they can take. And this would depend exactly on what they are doing with these credit default swaps, to

what extent they are hedging, to what extent they are actually taking on risk. And there are plenty of micro prudential regulations

about that, as well as systemic concerns.

And, of course, one of the issues that came out in the case of AIG

was the way in which what appeared to be a small financial institution, in the sense that its banking activities were perceived to be

small, actually was writing a lot of CDS and creating a huge

amount of risk for that part of AIG and for the rest of the financial

system.

So there are additional concerns and some scrutiny by the regulators now on exactly this, on who has what kind of open positions

and what kind of exposures through derivatives such as CDS.

Mr. SHERMAN. And whether that is a bank holding—

Chairman NEUGEBAUER. The time of the gentleman has expired.

Mr. SHERMAN. —company or otherwise.

I yield back.

Chairman NEUGEBAUER. The Chair now recognizes the gentleman from North Carolina, Mr. Pittenger, for 5 minutes.

Mr. PITTENGER. Thank you, Mr. Chairman.

17

Overall, do you believe that the SIFI designation has been a help

or a hindrance? Has it impaired competitive markets? Has it given

it an advantage?

And, also, I would like to know what recommendations you

would provide for statutory reform of SIFI at this time.

Mr. Simmons, we will start with you.

Mr. SIMMONS. As to whether it has been a help or a hindrance,

I take the view that fundamentally, stress-testing is one of the

really major elements that has come out of this designation for us.

And I fundamentally believe it is a useful tool in risk management,

but I believe it is one among many tools. And it has become the

central focus, and we spend so much time and money on it that I

think it has clearly reached a point of diminishing returns.

The lack of transparency into the Federal Reserve’s modeling

process as compared to ours has been a source of great frustration

that has led us to curtail some kinds of lending. And so, in that

respect, it has been a hindrance to us.

And as far as a legislative fix to this, I am very much in favor

of anything that moves beyond a strict size threshold and looks at

other factors of systemic risk which we have talked about earlier

today.

Mr. PITTENGER. Thank you.

Dr. Barth?

Mr. BARTH. Yes. I don’t think that the SIFI designation has been

worthwhile at all or beneficial. It seems to me that it misleads people about the actual systemic risk of institutions and categorizes

too many institutions with the same catchall phrase as a SIFI.

As regards reform, I would agree with Mr. Simmons that one

should go well beyond using just size in identifying whether or not

an institution is a systemically important financial institution

(SIFI).

Mr. PITTENGER. Thank you.

Mr. Kupiec?

Mr. KUPIEC. Thank you.

The idea of a SIFI is basically that an institution is too-big-tofail in bankruptcy without causing a financial crisis. That is the

whole idea behind a SIFI.

And what has happened is over time, we have tried to develop

a resolution process for how regulators would deal with a failed

SIFI. And if you look at all the papers and processes on that by

the FDIC, the Financial Stability Board, and the Bank of England,

what they will tell you is, if a systemically important financial institution gets into trouble, we are going to take over the parent and

we are going to seize its assets, and the way we are going to keep

markets from ending up in a crisis is we are going to recapitalize

and liquify the operating subsidiaries. The operating subsidiaries of

bank holding companies are bank depository institutions—basic

banks.

And so, there is a huge disconnect between the idea of what

causes a SIFI and what regulators are going to say they are going

to do to fix the too-big-to-fail problem if a SIFI gets in trouble. It

is not about the consolidated holding company or its size. It is

about identifying the individual operations that need to continue if

the SIFI gets in trouble. There is a total disconnect.

18

So this goes back to the whole question of what should they be

looking at? They should be taking the bank holding companies and

looking at the operations that they are going to maintain and keep

running in a systemic resolution.

And that doesn’t relate to the size of the SIFI; that relates to the

specific subsidiary operations. So you could have JPMorgan Chase,

which is a huge operation, but it may have only three or four subsidiaries that people would agree have to keep open and operating.

So you should look down to—not at the SIFI level. The designation should be aimed at the operations that make financial markets

work, the ones that regulators say they have to protect if that institution gets in trouble. So there is a huge disconnect between this

whole idea—

Mr. PITTENGER. Quickly, because I am running out of time, on

statutory reform, do you have any ideas?

Mr. KUPIEC. Oh, this is a huge—it is very much a Congressman

Luetkemeyer approach, with a 406, the—but aimed at the subsidiaries and not the consolidated group. It is the individual activities.

Mr. PITTENGER. All right.

Mr. Kini?

Mr. KINI. I think the one thing that I would say is that the current framework puts organizations—as soon as they cross $50 billion, it subjects them to mandatory enhanced standards. That

means a $51 billion bank organization has to be treated differently

than a $49 billion institution. And there is a real question in my

mind as to whether that approach makes sense.

Mr. PITTENGER. Thank you all very much.

I yield back my time.

Chairman NEUGEBAUER. I thank the gentleman.

And now the gentleman from Massachusetts, Mr. Lynch, is recognized for 5 minutes.

Mr. LYNCH. Thank you, Mr. Chairman.

And I want to thank the ranking member.

And I thank the witnesses for your help today.

Dr. Johnson, I am not sure if you are familiar with Thomas

Hoenig’s proposal over at the FDIC. I know we are talking about

regional banks that might or might not hit the tripwire of $50 billion, but he actually came out with a broader analysis in talking

about risk, as you are talking about exposure as well, as being

probably the most critical factor here.

He rolled out a proposal, and we are actually sponsoring legislation consistent with that. He talked about the fact that if you have

a smaller community bank that is well-capitalized, it meets the liquidity coverage ratio, it holds effectively zero trading assets or liabilities, has no derivative exposure other than interest rates and

foreign exchange derivatives, and even then has less than $3 billion in notional derivative exposure and maintains a ratio of GAAP

equity to assets of at least 10 percent, and then meets the eligibility requirements for 4 straight quarters, he wants to propose

some regulatory relief for those banks.

And he talks about eliminating the stress-testing requirement

under Section 165 of Dodd-Frank; relaxing certain aspects of Basel

capital standards and risk-weighted asset calculations; eliminating

entire schedules on call reports, including schedules related to

19

trading assets and liabilities and derivatives and certain other capital requirement calculations; and, also, lengthening the examination schedule from 12 months to 18 months so they are not getting

examined so often, because that can be expensive as well.

What about that whole analysis? I can’t ignore the similarity between your own comments and what Chair Hoenig is proposing. Is

that something we could look at not only for the smaller community banks but also to some of these regional banks that might be

operating prudently?

Mr. JOHNSON. Congressman, I think it is a very good idea to look

at the community bank situation and to stipulate some fairly stringent criteria which they can opt into and that would get them some

regulatory relief. I think that is a very good idea. I think Mr.

Hoenig has many good ideas, and that is one of them.

Certainly, when a bank reaches the size, let’s say, of Zions or

Huntington, you might want to consider this similar sort of possibility. But I would caution everyone that once you get over $100

million, $150 billion in total assets, there should be a level of scrutiny and concern. It doesn’t mean that you prevent them from

growing, it doesn’t mean you prevent them from running certain

kinds of businesses, but you want the regulators to look at it.

And to the previous question that was put to me, what is the difference between now and before 2008? The primary difference is we

had a crisis, we had Dodd-Frank. The regulators are very scared

about anything similar happening in the future, so they got the

point. And I think you are empowering them and you are requiring

them not to forget as we go forward.

But, having said that, I think Mr. Hoenig’s proposal is absolutely

sound and should be taken very seriously.

Mr. LYNCH. Are there other steps that we could take with regional banks that would be incremental?

I know the derivatives issue that was brought up here, credit default swaps, I guess riskier activity that could be red-flagged, that

if regional banks were not involved in that particular activity, we

could take them down a notch in terms of the regulatory scrutiny

that would otherwise apply.

Is there anything that we could do in—I know that it is a caseby-case analysis, and I am not sure if the regulatory framework allows for that.

Mr. JOHNSON. The regulatory framework absolutely allows for

that on a case-by-case basis.

I think Mr. Simmons raised a good point about the stress test.

To what extent are the stress tests fair? To what extent are they

transparent? To what extent do people understand what the Fed is

asking from them? And to what extent does it go beyond being

what Mr. Simmons called a useful tool to being an onerous obligation?

I think that is a very fair question. And that is the question that

you should be putting to the Fed and the Fed should be explaining

to you and to others exactly what their approach is and why it

makes sense to ask what they ask from Zions and to ask what they

ask from JPMorgan Chase.

20

But I don’t think you want to legislate that. I think if you start

to legislate what should or should not be in stress tests, you will

come up with some very strange criteria.

Mr. LYNCH. Right. I don’t doubt that at all.

Thank you, Mr. Chairman. I yield back.

Chairman NEUGEBAUER. I thank the gentleman.

We are going to go to one more Member, and then we are going

to recess for votes.

Members, I would ask you to, as soon as the last votes are over,

come back, and we will finish up.

We now go to Mr. Tipton, the gentleman from Colorado, for 5

minutes.

Mr. TIPTON. Thank you, Mr. Chairman.

As we are talking about soundness, which we can all certainly

support, I think we need to be mindful that we are impacting businesses at home and people’s jobs.

And, Mr. Simmons, in your written testimony, you establish that

Zions has very conservative limits on some of your commercial

lending.

Since Zions’ primary business model does involve commercial

lending and many of the aspects of your loans being under $5 million in size, has this regulatory regime impacted your ability to be

able to actually make some of those loans in Zions’ footprint?

Mr. SIMMONS. What has been a significant factor in our thinking

about some loan types and categories—I think I noted specifically

in my written testimony construction lending, commercial real estate lending generally.

We operate currently in construction lending—in 2006, regulators issued guidance that suggested that if you are operating a

construction portfolio, maintaining it at under 100 percent of riskbased capital, that they were quite comfortable with that, and over

that limit they would allow it but wanted to have stronger risk

management around it.

We are at about, roughly, a little under a third of that level

today and have basically put a cap on it. Because of the implications of that particular asset class and what we believe—the result

we believe it is creating in the Federal Reserve stress test. Again,

it gets back to concerns about transparency.

Mr. TIPTON. And so it is the unknown quantity sort of coming out

of a regulatory regime.

I would like to be able to drill down. We had had testimony that

came in from the regulators, and there seems to be empathy on

this panel and from the regulators in regards to not the big banks

but the smaller banks, some of the super-regionals that you would

qualify in.

You had cited that you had 12,500 pages in terms of a stress test

this year, double-sided, that the chairman had noted. How many

pages did you have last year?

Mr. SIMMONS. It was similar.

Mr. TIPTON. Similar to that?

Mr. SIMMONS. Yes.

Mr. TIPTON. So are those costs impacting your ability to do what

you are designed to do, which is to provide access to capital for

businesses and for individuals?

21

Mr. SIMMONS. I would say certainly the cost is—it is costly. We

spent over $20 million last year doing that, and for a company our

size, that is a fair amount of money.

I think as important is the amount of internal time and effort

and just the focus on this. I mentioned in my written testimony

that we held 20 board meetings last year. Seventeen of them had

as a significant item on the agenda focusing on stress tests.

And that is where I think that—I think it is a useful tool, but

I think it has the potential to be overdone.

Mr. TIPTON. How many new people have you hired for compliance in Zions?

Mr. SIMMONS. I noted that we have hired over the last 4 or 5

years close to 500 in risk management, internal audit, and compliance.

Mr. TIPTON. Do any of those people make loans?

Mr. SIMMONS. None of those individuals make loans.

Mr. TIPTON. None of those people make a loan. So you aren’t able

to focus on your core business model if you want to be able to do

it right.

Mr. Chairman, I think it is pretty frustrating. I never thought

I would be quoting Barney Frank, but, effectively, he has come out

and said we didn’t intend for it to be able to go this far, in terms

of a regulatory regime. And I think that it really speaks to an outof-control regulatory process, to where a broad-based piece of legislation is being put forward and we are leaving the regulators to be

able to fill in the blanks.

And now, arbitrarily, we are talking about $50 billion, and we

are seeing the regulators and others step back and say, well, that

may not be the right number. But I would certainly probably take

issue in terms of some of Mr. Johnson’s comments in terms of Congress actually getting involved—maybe smaller, prescriptive bills.

And Mr. Luetkemeyer, I will certainly associate myself—I cosponsored that legislation. It is going to be an appropriate way for

this to be able to address something that I think is impacting our

ability to be able to grow our communities, to be able to grow jobs.

We need that access to capital to be able to do that.

Dr. Barth, you cited concentration as a potential problem in

terms of some of the regulatory regime that we are seeing. Are we

actually incentivizing concentration of banks? We are seeing more

small banks now shut down than there are new banks start up.

Are we actually driving the ship into creating more significant

banking businesses rather than spreading that risk through small

communities?

Mr. BARTH. Yes, I am concerned about concentration, but I don’t

think we have a particularly serious problem now with respect to

concentration. The regulatory authorities can deal adequately with

the concentration that exists here in the United States. My point

about concentration is simply that the money-center banks dominate the share of assets of bank holding companies here in the

United States.

So, again, concentration is an issue, but I don’t think it is the

important issue. I think the important issue is the one that has

been mentioned many times, which is that size per se doesn’t tell

us very much about systemic risk of financial institutions. We have

22

to move well beyond size if we really want to take a serious attempt at trying to determine which institutions are indeed systemically important here in the United States.

Mr. TIPTON. Thank you.

I yield back, Mr. Chairman.

Chairman NEUGEBAUER. The time of the gentleman has expired.

I thank the gentleman.

Without objection, this committee will stand in recess subject to

the call of the Chair. I ask Members to return promptly after votes.

[recess]

Chairman NEUGEBAUER. The subcommittee will come back to

order.

I now recognize the gentleman from Texas, Mr. Williams, for 5

minutes.

Mr. WILLIAMS. Thank you, Mr. Chairman.

And I thank all of you for being here today.

Before passage of Dodd-Frank, the term ‘‘systemically important’’

barely registered for the average American. Yet here we are, almost 5 years later to the day, and the term ‘‘SIFI’’ has become almost commonplace for most financial institutions.

As we have discussed today, Zions Bank, which operates one of

their community banks, Amegy, in my home State of Texas, is the

smallest SIFI that exists. The time, expense, and energy that it

takes a bank of their size to comply with regulation after regulation, in my opinion, is simply not acceptable.

As an original cosponsor of Mr. Luetkemeyer’s bill, I strongly

support his effort to reform the SIFI designation. Setting arbitrary

thresholds, whether that be $50 billion or $500 billion, to me, is

counterproductive. Plain and simple, banks, whether they are big

or small, need to be able to simply compete.

So my first question to you, Mr. Simmons, is this: You state in

your testimony that your banking activities are very traditional in

nature—deposits, making loans, and providing your customer with

a high degree of service, with a focus on lending to small businesses.

As a small-business owner myself for 44 years—I am a car dealer, I am in the car business—I rely on banks for loans. And, in fact,

there hasn’t been a day—I don’t know if I should say this braggingly or not, but there hasn’t been a day in my business career

I haven’t been out of debt.

Now, can you explain to me how being designated as a SIFI impacts your bank’s ability to make small-business loans?

Mr. SIMMONS. Sure.

As I indicated in my written testimony, one of the things that we

have come to realize is that the Federal Reserve stress tests become really our binding constraint. There are various methods of

measuring capital in a financial institution and capital requirements, but the stress test and the Comprehensive Capital Analysis

and Review (CCAR) process has become, for us, the binding constraint. And it is the Federal Reserve’s model, specifically, that we

are trying to manage to.

And it is frustrating because we don’t know really how those

models work, but we can divine enough information from the results to determine that we believe that there are very high loss

23

rates attributed, for example, to construction loans. So we find ourselves pulling back there.

One of the specific areas that we find ourselves really thinking

about right now is that in the Federal Reserve’s models, the templates they furnish to gather data do not allow you to provide the

detail that is required to really evaluate a loan, to look at collateral

values, at the customer’s cash flow, et cetera, that would allow you

to really determine how risky a loan is. And so we just provide the

loan balance on a supplementary schedule for loans under a million

dollars or loans that are credit-scored for owner-occupied commercial real estate.

As a consequence, we believe—we don’t know, but we believe

that there are probably high loss rates attributable to those loans

because they have no other way of determining what the loss content is, and their own instruction suggests that missing data defaults to a high rate of loss.

So dealing with the uncertainty and the unknowns has us, I

think, being more conservative than we would certainly be if we

had the detail.

Mr. WILLIAMS. Another question, and we touched on this a little

bit, but how has having this designation impacted your business

model?

And $20 million in costs associated with these stress tests is certainly no small sum. In other words, does having this designation

eventually impact the services that your can provide your customers like me?

Mr. SIMMONS. One of the ways that it is actually impacting our

business model is we announced a month ago that we are—we

have had seven subsidiary banks, each with its own charter, management team. We are consolidating those into a single charter to

try to reduce some of the cost of—and to ensure that we have consistency in the way we are generating data for the regulators.

And so that is an example of how we are having to adjust to this

new world of—

Mr. WILLIAMS. Yes. Usually overregulation affects the customer,

is the way it works.

Mr. SIMMONS. At the end of the day, we are spending a lot of

money.

Mr. WILLIAMS. Yes.

Mr. SIMMONS. There is a lot of regulatory cost, much more than

I had ever seen certainly before the crisis.

Mr. WILLIAMS. We are running out of time. I have one more

question for you. Would you support eliminating the concept of

SIFIs altogether?

Mr. SIMMONS. I think there are some very large institutions that

present systemic risk. I am not opposed to the notion that we ought

to try and understand what that risk is and regulate accordingly.

I think the line was simply drawn at a level very arbitrarily that

catches a lot of fish in the net that didn’t belong there.

Mr. WILLIAMS. Thank you for your answers.

And I yield back, Mr. Chairman. Thank you.

Chairman NEUGEBAUER. I thank the gentleman.

Now the gentleman from Minnesota, Mr. Emmer, is recognized

for 5 minutes.

24

Mr. EMMER. Thank you, Mr. Chairman.

And thanks to the panel for being here all afternoon.

Dr. Barth, before we took the break, you testified that the $50

billion threshold is ‘‘entirely inappropriate’’ for measuring whether

an entity falls within the definition of a SIFI. You also testified

that the $50 billion threshold is ‘‘totally arbitrary and static.’’

Just for the record, is it possible for you to expand on that last

statement, the ‘‘totally arbitrary and static?’’

Mr. BARTH. Yes. I would be happy to, sir.

It turns out there is no evidence supporting the notion that a $50

billion threshold distinguishes between bank holding companies

that would be systemically important financial institutions and

those that are not.

And as an economist, I typically turn to evidence, and as I point

out in my testimony, there is ample evidence, indeed overwhelming

evidence, that drawing a threshold at $50 billion for bank holding

companies is totally inappropriate if one wishes to distinguish between systemically important financial institutions and those

which are not. There is more than just size that would go into any

calculation as to whether or not an institution would be a SIFI.

Mr. EMMER. Right.

And, Mr. Simmons, I understand that you are the chairman and

CEO of a $58 billion bank holding company that operates 7 community banks in 11 States. These community banks are full-service

banks, correct?

Mr. SIMMONS. They are.

Mr. EMMER. They provide, among other things, business and consumer loans?

Mr. SIMMONS. Yes.

Mr. EMMER. Your company recently filed this—I think the testimony before the break was stress-test documents. Is that correct?

Mr. SIMMONS. Yes.

Mr. EMMER. I don’t know if they are called something else, but

that is what they were referred to earlier. These are some 32 volumes of over 12,000 pages?

Mr. SIMMONS. Yes.

Mr. EMMER. Do you know how many of your employees were

dedicated to putting those 32 volumes and over 12,000 pages together?

Mr. SIMMONS. We have a staff of about 30 employees who work

on it pretty much full-time throughout the year.

Mr. EMMER. How long did it take?

Mr. SIMMONS. Oh, it is a process that goes on all year long. And

then we have scores of others who contribute in one way or another—auditors, frontline credit people. There are a lot of people

who are touched by it.

Mr. EMMER. And have you put a cost to it? Are you able to give

us an idea of how much and the hours that were put in and the

effort?

Mr. SIMMONS. The one number I am quite confident of is that we

spent a little over $20 million in direct cost, because I can go

through and look at bills from law firms and consultants.

Mr. EMMER. Right.

25

Mr. SIMMONS. The internal costs, I haven’t really tried to tabulate that.

Mr. EMMER. All right.

Just a general question, are certain elements of Dodd-Frank frustrating the ability of financial institutions like yours—and this follows in line with Representative Williams earlier. He was trying to

get at the questions you just had, whether this was impacting your

ability to service the consumer, the actual customers.

Are certain aspects of Dodd-Frank frustrating the ability of financial institutions like Zions to make loans and offer credit to job

creators?

Mr. SIMMONS. Well, not specifically attributable to the SIFI

issue, but I would tell you that trying to make a mortgage loan

these days has become incredibly complicated. And that may be a

topic for a different day, but the ability-to-repay rules, the documentation around it, and the ancillary rules around making a residential mortgage have become incredibly complicated and, I believe, are stifling the extension of credit to a number of creditworthy borrowers, in our firm at least.

Mr. EMMER. Wow. And I know the focus today has been on SIFIs

and the threshold and how you measure it, but I am just interested

because it seems to all be related.

And these are general questions, but can you tell us whether the

law is having a disproportionately negative impact on Americans of

modest means and business startups? I am interested in making

sure that capital is available for the people on the lower end who

are actually creating the new opportunities in their garage. And it

is community banks, among others, that in the past have provided

that capital. Are you seeing an impact on that?

Mr. SIMMONS. It is to the extent that, like I said earlier, in our

case we are pulling back somewhat, being conservative in terms of

how we make loans. It is hard to say. I am not sure I can generalize how it is affecting others, but that is primarily how it is affecting our ability to serve customers.

Mr. EMMER. Okay. Thank you. I see my time has expired.

Chairman NEUGEBAUER. The gentleman from New Hampshire,

Mr. Guinta, is recognized for 5 minutes.

Mr. GUINTA. Thank you, Mr. Chairman.

Thank you all for coming here and indulging our first vote series,

and we appreciate it.

As we know, Section 165 of Dodd-Frank requires the Federal Reserve Board to apply enhanced prudential standards to bank holding companies with total consolidated assets of $50 billion or more.

Thirty-seven bank holdings currently have assets greater than $50

billion that are subject to enhanced supervision.

Under that same section, a bank holding company with total consolidated assets of $50 billion or more must comply with and hold

capital equal to—or equal with the requirements of regulations

adopted by the Federal Reserve.

Mr. Kini, in your testimony you stated that Section 165 does not

allow the Federal Reserve to raise the $50 billion threshold or to

avoid applying the mandatory enhanced prudential standards to

any set of greater-than-$50-billion asset bank holding companies.

26

This provision only allows the Federal Reserve to vary application

of enhanced prudential standards.

Does this give regulators enough flexibility to ensure that institutions above the $50 billion threshold are not overburdened by

tougher rules?

Mr. KINI. Congressman, I think what Section 165 does, to your

very good point, is it dictates that there is a mandatory level of enhanced standards that have to apply at $50 billion. So it is kind

of like a toggle switch. At $50 billion, there has to be some sort of

enhanced capital, enhanced liquidity, enhanced stress-testing, and

other enhanced standards that have to apply at that level. So there

has to be a distinction between $51 billion and $49 billion bank

holding companies.

Now, the Federal Reserve has the authority to tailor and differentiate once it goes above the $50 billion. But, to your point, at

$50 billion, that is an important threshold that the Dodd-Frank Act

sets and that the Federal Reserve does not have the authority to

vary with respect to these core elements.

Many people, including Federal Reserve Governor Tarullo, have

questioned the value of applying all of these standards to $50 billion bank holding companies and, I think, have openly questioned

and suggested whether this ought to be reexamined. The Federal

Reserve does not have authority to change where that toggle switch

fits. Only Congress can act to move that toggle switch.

Mr. GUINTA. Okay. So the FSOC doesn’t, and the Federal Reserve doesn’t, only Congress.

Mr. KINI. With respect to these core elements of capital, liquidity, stress-testing, the Federal Reserve does have authority to vary

and differentiate, but it can’t move that $50 billion threshold. It

has to apply the $50 billion threshold because that is what the

statute says.

There are other parts of Section 165 where the FSOC and the

Federal Reserve could move things, but those are outside of these

core elements, and that is statutorily set at $50 billion. There has

to be a differentiation, according to the statute.

Mr. GUINTA. Okay. I thank you.

I yield back to the Chair.

Chairman NEUGEBAUER. I thank the gentleman.

The gentlewoman from Utah, Mrs. Love, is recognized for 5 minutes.

Mrs. LOVE. Thank you, Mr. Chairman.

First of all, I would like to thank all of you for being here today,

especially Mr. Simmons from the great State of Utah. I really appreciate having some Utah testimony here today, so thank you so

much for being here and answering questions for all of us.

I wanted to focus a little bit on the things that I have heard in

terms of the 500 employees that have had to have been added.

Most of those full-time employees are there for pretty much compliance, internal audits, credit administration, and enterprise risk

management—there just to deal with risk management.

So, I am trying to figure out the amount of effort that has gone

in just to comply with some of the regulations when it comes to

Dodd-Frank. Where does that—paying those 500 additional emVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00032 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
27

ployees, I just want to hear from you where the cost of that compliance ultimately ends up?

Mr. SIMMONS. It is like all costs in a company; at the end of the

day, it gets divided somehow between customers and shareholders.

And it is all a function of pricing in the marketplace, but it is a

cost.

And one of my concerns, ultimately, is that all of this additional

cost is making the entire regulated industry, financial institutions,

or financial services industry, less competitive relative to the unregulated or the shadow industry.

Mrs. LOVE. Right.

Mr. SIMMONS. And we see evidence that business is leaving the

regulated industry for other climes that are a little more hospitable

in terms of the cost structure.

Mrs. LOVE. Okay.

The other question I have is—and I guess I can go down and ask

everyone this question—when we are looking at the SIFI thresholds, whether they are raised or eliminated, would bank regulators

still have the regulatory or supervisory tools necessary to make

sure that all banking organizations are operated in a safe and

sound manner?

If we were to bring that down, for instance, if we were to bring

that threshold down, do you feel that the regulators would still

have the tools they need to make sure that you are operating in

a safe manner?

Mr. SIMMONS. I will start.

I believe they have always had the tools to do that, fundamentally.

Mr. BARTH. I would agree. If the threshold were eliminated, regulatory authorities do indeed have the tools to be sure that financial institutions operate in a safe and sound manner. They have always had the tools.

Mrs. LOVE. Okay.

Mr. KUPIEC. I would agree, too.

Mr. KINI. I would agree, as well. I think merely raising the

threshold or eliminating it does not take away authority that the

regulators have. The Federal Reserve, for example, in the Bank

Holding Company Act has broad authority and has ample authority

to take supervisory measures that it deems fit under that Act both

as a regulatory matter and as a supervisory matter.

Mrs. LOVE. Okay.

Mr. JOHNSON. They have always had the tools, but they didn’t

use them. The massive inability or unwillingness to use those tools

prior to 2008 was the motivation for Dodd-Frank in general, and

the specific threshold issue we are talking about, which is to say:

You must use those tools or talk about how to use those tools above

this threshold.

Mrs. LOVE. That doesn’t make any sense to me. So they have the

tools and they wouldn’t use them, but we have to add another piece

of legislation in order for them to use the tools that they already

had?

Mr. JOHNSON. Congresswoman, they didn’t use the tools because

they were asleep at the wheel. Chairman Greenspan thought it was

28

an inappropriate use of Federal Reserve powers and so on. So Congress decided to address that.

If you think you want to go back to letting the Fed make up its

own mind entirely about these issues, that is a pretty big step, and

not one that I would advise.

Mrs. LOVE. No, I certainly wouldn’t advise that, because I have

found out that when we give too much control to any regulatory

agency, it actually hurts those that it vows to protect, as we are

seeing here.

If you think about it—my time is limited—there is a system that

was put in place to make sure that we don’t have, systematically,

banks that are too-big-to-fail. And yet, this has actually created an

environment where a lot of the smaller banks are being absorbed

or are having to close their doors because they cannot deal with the

cost of compliance.

And I want to again make sure that everyone knows that the

cost of compliance always goes to the consumer, those people who

are out there trying to get a loan for their home, for a loan to start

their business, or to purchase a vehicle so that they can get to and

from work.

I yield back.

Chairman NEUGEBAUER. I thank the gentlewoman.

And now the gentlewoman from California, the ranking member

of the full Financial Services Committee, Ms. Waters, is recognized

for 5 minutes.

Ms. WATERS. Thank you very much.

I am very appreciative for this hearing for any number of reasons. First, I would like to say to Mr. Simmons over there, I visited

your bank.

Mr. SIMMONS. Yes.

Ms. WATERS. And I know that during the time that I visited,

there was a little bit of a problem with the stress-testing, and I had

just begun to focus on the centralized risk management systems.

But I want to tell you that your employees and all of the people

there were extremely efficient. They were friendly. I was welcomed

there. We had a good time there.

And so I just want you to know that, whatever it is we are looking at or we are questioning you about today, I know that the people who are employed in the bank really do care.

Mr. SIMMONS. We would always love to have you back. It was

nice to have you there.

Ms. WATERS. We will come back to visit you sometime in the

near future.

Let me just ask a little bit about this centralized risk management that we have been taking a look at. Your testimony states

that the bank has incurred high costs due to stress-testing and resolution-planning requirements under the Dodd-Frank Act. But you

also said that stress-testing is an important part of successfully

running a bank, that you are not against stress tests, that they are

important to have.

Now, in March, Moody’s issued a report that stated, and I will

quote, ‘‘We view Zions’ relatively new centralized risk management

system as its major rating constraint. This also includes the risk

29

culture of the company, particularly as it relates to managing asset

concentrations and adhering to the country’s post-crisis risk limits.’’

The report adds that, ‘‘While this function is long established at

most banks, Zions only began this process a few years ago. If it

weren’t for the Dodd-Frank Act, the question becomes, would Zions

be investing in such robust centralized risk management systems?’’

First of all, how are your risk management systems? Do you consider that the criticism that was levied has been corrected? What

is going on there?

Mr. SIMMONS. The first thing I would say is I fundamentally disagree with that statement from Moody’s. I think a fundamental

measure of risk in a traditional bank, at the end of the day, is what

do your loan losses look like.

And if you look at our average net charge-offs as a percentage

of loans for the period of 2008 through 2011, which I would really

consider to be the worst cycle we have had since the Great Depression, our average loan losses were 1.9 percent annually. That compares to a weighted average of 2.51 percent for all traditional bank

holding companies, which excludes the big trust banks like Northern Trust and State Street. And it compares to a charge-off ratio

of 2.05 percent for all commercial banks.

We actually came through the downturn, despite the fact that we

had a lot of exposure in places like Nevada and Arizona, which

really got hurt hard in the downturn, we came through it in better

shape than average.

And so, yes, everyone in the industry has done a lot to continue

to strengthen their risk management systems, ourselves included.

I fundamentally don’t believe that the $50 billion threshold,

though, has played a particularly important role in getting to

where we are today.

Ms. WATERS. Okay. All right. Thank you.

Mr. Johnson, I want to ask you—I have been in and out, and I

apologize for that. But it seems as if there has been a lot of discussion about designating these regional banks as SIFIs if they are

$50 billion or more. And you are saying that our regulators have

flexibility, and this is not automatic.

Would you explain this again? I am sure you have said it several

times today.

Mr. JOHNSON. Yes, I think there has been some confusion over

terminology in the discussion.

The topic is not about systemic designational—designating any

particular bank as systemically important, using the SIFI term. It

is that there is a threshold in Dodd-Frank that says, above this

threshold, there have to be standards that are—I am just quoting

here—more stringent than the standard rate requirements that

apply to the smaller banks. That is it.

And then it goes on to say immediately—and I am quoting—the

Board of Governors may ‘‘differentiate among companies on an individual basis by category, taking into consideration capital structure, riskiness, complexity, financial activities, size, and other riskrelated factors.’’ That is a lot of discretion or tailoring, which exactly is intended to address the issues that have been raised today.

And I think Dodd-Frank anticipated this. They wanted there to

be some minimum standards so you couldn’t have the kind of masVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00035 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
30

sive lapses that we had before 2008. And, above those minimum

standards, the way in which they are applied is substantially at

the discretion of the regulators.

Ms. WATERS. Thank you.

Mr. Simmons, do you understand it that way?

Mr. SIMMONS. One of the things I said earlier today was that we

don’t see a lot of evidence of tailoring that is nearly proportionate

to our size vis-a-vis the size of the largest institutions subject to

some of these rules. And so I do believe that costs are falling disproportionately on smaller institutions which are subject to these

enhanced prudential standards.

Chairman NEUGEBAUER. The time of the gentlewoman has expired.

Ms. WATERS. Thank you, Mr. Chairman.

Chairman NEUGEBAUER. Without objection, I am going to recognize Mr. Royce, who is a member of the full Financial Services

Committee but not a member of the subcommittee. He has a bill

coming up on the Floor. And without objection, he is recognized for

5 minutes.

Mr. ROYCE. Thank you, Mr. Chairman. I appreciate it.

I am increasingly concerned about what Mr. Harris described as

the diminishing returns of increased regulation. When a regional

bank is spending $200 million on compliance projects, and hiring

500 additional non-loan-officer staff, it really makes you question

who is benefiting. Certainly not the customer looking for a loan to

build a home or start a business or pay for a child’s education.

And a lot has already been said today by Members on both sides

of the aisle about how the current $50 billion threshold for enhanced prudential standards is the wrong one. And I would like to

ask Mr. Kini: You, in your testimony, describe how this is not the

only place that the number has been applied. In fact, it has become

what you termed a ‘‘systemic risk lodestar’’ for the Federal financial regulatory agencies.

Where else has this been applied, since you raised that issue?

And under today’s regulation, what is the difference between being

a $49 billion bank and a $51 billion bank?

Mr. KINI. Thank you, Congressman.

I think you are exactly right. The $50 billion threshold is now

used in a number of different contexts beyond what is dictated in

Section 165.

So, to give one example, regulators have dictated that certain enhanced compliance requirements apply in the regulations under the

Volcker Rule for $50 billion banking entities. There is no statutory

directive to do that, but this $50 billion concept is embedded there.

It is embedded in certain governance and risk management standards that the Comptroller of the Currency has adopted.

So it is kind of expanding and being used in a number of different areas that are not required by the statute. And I think that

is because the regulators are looking at Section 165 and pointing

to it and saying, well, Congress made a choice here on $50 billion,

so we are going to adopt a $50 billion threshold, as well.

So the end result seems to be: one, kind of a continued proliferation of the $50 billion threshold; and two, the imposition of regulatory requirements that are beyond the set that we have been

31

talking about up to now on bank holding companies once they cross

that $50 billion mark.

Mr. ROYCE. So you are saying that regulators have used the

flexibility given to them under current law to apply the $50 billion

threshold on this elsewhere, even when not required, and they

have not, as some have suggested, used the flexibility to tailor the

regulation based on the risks posed by the bank?

Mr. KINI. I think that is a fair statement. I think they have, in

various contexts, used $50 billion elsewhere where there is no requirement to do so, and they haven’t done—in some of those cases,

like in the Volcker Rule, there are harder standards at $50 billion

than below.

Mr. ROYCE. Right.

So here is my question, could the Federal Reserve, on its own,

raise the CCAR level to $100 billion or $250 billion? If, as Dr.

Johnson suggested, the $50 billion threshold is not a systemic risk

designation, then wouldn’t a higher number make sense for stresstesting?

Mr. KINI. The Federal Reserve could vary different types of

stress-testing above the $50 billion level, but it has to apply enhanced capital requirements at $50 billion, and it has to apply

Dodd-Frank stress-testing, so DFAST stress-testing, at $50 billion.

And, as a matter of fact, Governor Tarullo has really asked, well,

does that make sense, to apply some of that level at $50 billion.

Mr. ROYCE. Okay.

My last question to you would be, have other countries around

the world adopted the bright-line $50 billion asset-based threshold

here?

And, also, did the Federal Reserve advocate for this approach

when the Basel Committee was designing its methodology for determining systemic risk regulation?

Mr. KINI. I am not aware that the Federal Reserve advocated for

the $50 billion. As a matter of fact, the Basel Committee uses a

much more nuanced indicator-based approach when it looks at

globally systemically important banks, number one.

And, number two, when the Federal Reserve has considered

mergers under its bank holding company authority and has been

directed by Dodd-Frank to look at systemic importance, it, too, uses

a much richer and nuanced analysis, which suggests that when the

Federal Reserve is not directed to use $50 billion, it, too, would use

a much more nuanced approach and a much richer analysis for determining systemic importance.

Mr. ROYCE. Thank you, Mr. Kini. I appreciate it.

And thank you, Mr. Chairman.

Chairman NEUGEBAUER. I thank the gentleman.

And now the gentleman from Washington, Mr. Heck, is recognized for 5 minutes.

Mr. HECK. Thank you, Mr. Chairman.

Dr. Johnson, for you, sir—and I apologize for not having been

here earlier if some of my inquiries are a bit redundant. Please accept my apologies.

But I do understand you to have said in response to a question

earlier today that you found much merit, or at least some considerable merit, in Mr. Hoenig’s approach of making these determinaVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00037 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
32

tions on the basis of the level of risk activity as opposed to just

asset size. Is that correct?

Mr. JOHNSON. I think the specific Hoenig proposal we were discussing is to create a safe haven, primarily designed for community

banks but also potentially expandable, where, if you meet certain

very stringent criteria across a range of dimensions, including the

riskiness of your portfolio, how much capital you have, how much

leverage you have, and so on—but if you meet these stringent criteria, you will opt out of a lot of the other regulations that currently apply to community banks. Yes, that idea I do support.

Mr. HECK. And is there any point at which that size matters if

the risk activity continues to be de minimis? And if so, what would

you indicate as the appropriate size?

Mr. JOHNSON. As I discussed in my written testimony, if you look

at the experience in the United States with financial crises, and

the same thing is true in other countries—I used to be the chief

economist at the International Monetary Fund, for example. When

the systemic footprint of an institution or its total risk exposure

reaches around 1 percent of GDP, you should open your eyes and

you should look at it and you should try to understand what is it,

how does it fit in the system, what would happen if it collapses,

would it bring down other similar financial institutions, for example.

So this is an argument for scrutiny. It doesn’t say that you

should apply exactly the same standards to everybody irrespective

of their size above that level.

But if we take this 1 percent or .75 percent of U.S. GDP, a total

risk exposure of about $100 billion would make sense. Now, that

is not exactly the same as $50 billion consolidated assets. It would

make a difference, for example, to Zions and also to Huntington.

But, as I mention in my written testimony, those are the only two

U.S. bank holding companies that would be affected by such a shift

in emphasis.

Mr. HECK. The bottom line being, if I am hearing you correctly,

that you and I would agree that some form of regulatory relief

geared toward lower-risk-activity institutions of a certain size

would be appropriate and a prudent thing to do.

Mr. JOHNSON. Look, absolutely. For community banks below $10

billion, below $1 billion, I have a lot of sympathy for the arguments

that they have gotten caught up a little bit too much in the regulatory net. And what is nice about Mr. Hoenig’s proposal is, let

them opt out, let them choose a business model that is absolutely,

clearly, beyond any doubt much safer, and then you can exempt

them from a variety of other systemic regulatory-type requirements.

Mr. HECK. I am going to go off-topic a little bit here, but I cannot

resist the impulse, given your professional background at the IMF.

Is the United States paying a price, directly or indirectly, for our

failure to embrace the recommended reforms of, what now, 5 years

ago? And if so, what do you think they are?

Mr. JOHNSON. In terms of financial-sector reforms?

Mr. HECK. To the IMF.

Mr. JOHNSON. Oh, at the IMF. Look, I think, yes, the lack of support in Congress for the quota reform at the IMF is a problem. I

33

think the IMF can and in many instances does play a helpful role

in terms of stabilizing the world economy, and that means stabilizing our trading partners, and we care a lot about the stability

of our export markets. And from a national security perspective, we

absolutely do not need more failed states around the world.

The IMF needs to modernize. It needs to change its governance.

There are more proposals on the table. But you can’t get there unless and until the U.S. Congress approves the quota reform that is

currently on the table. It has been on the table for a long time.

Mr. HECK. Dr. Johnson, do you believe our failure to embrace

those reforms, as are supported pretty much throughout the rest of

the globe by the participants, cedes economic development leadership in the world to other countries? Are we giving up influence,

gravitas, opportunity to make a positive impact to other countries

by virtue of our unwillingness to adopt these—

Mr. JOHNSON. We are absolutely failing in our own leadership

and disappointing many of our friends. Whether any other country

can step forward and take up that leadership remains to be seen.

I rather think that you get something more anarchic and something more chaotic, which is also not good.

I don’t think it is over, also, Congressman. We can step up; we

can take more responsibility. And the situation in Europe, for example, is, these days, an absolutely pointed reminder of what happens if you let other people sort out their own problems. It often

doesn’t happen.

Mr. HECK. All I can say is ‘‘hear, hear’’ on both points. Thank

you very much, sir.

Chairman NEUGEBAUER. I thank the gentleman.

The gentleman from Pennsylvania, Mr. Rothfus, is recognized for

5 minutes.

Mr. ROTHFUS. Thank you, Mr. Chairman.

And I would like to go back to the beginning, when the chairman

asked a couple of questions. And, Dr. Kupiec, I want to address

this to your attention.

Section 165 of Dodd-Frank provides that the Federal Reserve

shall establish enhanced prudential standards for bank holding

companies with consolidated assets of $50 billion or more ‘‘in order

to prevent or mitigate risks to the financial stability of the United

States.’’

I wonder if I have been hearing some revisionist history lately.

With some defense of the $50 billion threshold, supporters have

suggested that these institutions as low as $50 billion could pose

a risk, not for the financial stability of the United States, but pose

a risk for a region of the country, which is sufficient for a SIFI designation. Or, in the alternative, they would argue that two or more

of these institutions could fail at the same time and could collectively pose a systemic risk.

I guess my question is, do SIFI designations that are ostensibly

justified by regional risk or by the risk of multiple institutions all

failing at the same time comport with the text and intent of the

law, which talked about institutions affecting the financial stability

of the United States?

Mr. KUPIEC. Congressman, I would say no. I would say the law

is silent on the conditions that prevail.

34

I think if you want guidance on this, you need to go to the nonbank SIFI designation part, where it talks about designating nonbank SIFIs. And it does not ever say the context of the failure. So

the law is silent about whether—because if a SIFI fails in a good

time, there are plenty of institutions that would step up to the

plate and buy it, and there would be no harm, no foul. Some people

would lose money, but it wouldn’t be a systemic event.

Mr. ROTHFUS. It wouldn’t affect the financial stability—

Mr. KUPIEC. It would not affect financial stability.

Mr. ROTHFUS. And I think Mr. Simmons made a point about,

when a community bank would go down in a small community,

that region is going to be detrimentally impacted. And I can see

somebody create a case where, regardless of a $50 billion threshold,

maybe a $2 billion threshold or a $3 billion threshold, if you had

a string of community banks that would encounter a difficulty,

then you could make a similar argument to what I would consider

some revisionism going on.

Mr. KUPIEC. It is creative. It is creative justification.

And I would take issue with Mr. Simmons’ characterization. The

$50 billion threshold really is a systemic risk threshold for banks,

and it is treated that way. You are either above the $50 billion club

and the Federal Reserve does a bunch of things to you that it

doesn’t do to other banks, or you are not. Now, they may be even

tougher on the biggest banks. There is really no way to know since

they don’t tell us exactly what they do at different levels of bank

size.

So I do think the $50 billion is a systemic threshold. And I do

agree with you completely, that it is revisionist thinking to justify—

Mr. ROTHFUS. If I could, I have a quick question for Dr. Barth.

I want to make sure I get this in.

Last July, CIT Group announced plans to purchase OneWest

Bank. The deal would give CIT more than $70 billion in assets,

making it the first company to voluntarily jump above the $50 billion threshold.

When questioned about the SIFI designation, CIT’s CEO, John

Thain, stated, ‘‘If you are going to go over $50 billion anyway, it

is better to be $70 billion than $52 billion,’’ so we could capture

some economies of scale. In other words, if you are going to be a

SIFI, go big or don’t go at all.

Do you agree with Mr. Thain’s analysis?

Mr. BARTH. Yes, I do. As Mr. Simmons pointed out earlier, for

his bank—and I think it applies to other regional banks, as well—

there are costs, but there are no offsetting benefits unless one gets

much bigger to spread those costs over a larger asset base.

Mr. ROTHFUS. Wouldn’t this present its own risks to the financial

system? For example, isn’t the idea of consolidating totally antithetical to the reasons used to ostensibly justify the SIFI designation process in the first place?

Mr. BARTH. Yes. I agree with you. It turns out it shouldn’t be up

to the government to force an institution to become bigger simply

because it is imposing more cost on an institution—an institution

being free to choose its own business plan. And I think Mr. SimVerDate Nov 24 2008 15:05 Oct 12, 2016 Jkt 096999 PO 00000 Frm 00040 Fmt 6633 Sfmt 6633 K:\DOCS\96999.TXT TERI
35

mons nicely pointed out the additional costs that his bank is forced

to comply with or incur solely because of an artificial threshold.

Mr. ROTHFUS. Thank you.

I yield back, Mr. Chairman.

Chairman NEUGEBAUER. I thank the gentleman.

And now the gentleman from Kentucky, Mr. Barr, is recognized

for 5 minutes.

Mr. BARR. Thank you, Mr. Chairman.

And thank you to the witnesses.

We have heard repeatedly today from many of you all that the

$50 billion asset threshold is arbitrary and unrealistically low.

If you take community banks in the aggregate and look at their

assets combined and compare them, say, with Zion Bank’s $58 billion size, and you look at the number of community banks that

have been acquired or have failed since the enactment of the DoddFrank Act, the numbers are quite startling. By year-end 2010,

there were 7,657 banks in the United States. By the first quarter

of 2015, that number had declined to 6,419.

And if you look at small banks and de novo charters, newly

formed banks, according to a March 2015 Federal Reserve Bank of

Richmond study, there were only 4 de novo, newly formed banks

total in the last several years, compared to a yearly average of

more than 100 from 2002 to 2008.

If you add all of that up and you see the consolidation and you

see that there are about 1,200 fewer banks today than there were

when Dodd-Frank was enacted, you are talking about a pretty significant loss in assets or at least concentration of assets in larger,

more systemically important institutions.

So what is the difference, from a financial stability standpoint,

from a systemic risk standpoint, between the prospect that a failure of a $58 billion small regional bank would have on our economy

versus the actual impact of the Dodd-Frank Act on community

banks, which has been a dramatic consolidation and elimination of

these small community banks?

Would anyone care to respond to that analysis?

Does the fact that there is consolidation in the industry and the

fact that there are very few new charters and the fact that there

are a lot of community banks going out of the business, when, in

the aggregate, constitute a pretty significant asset size, maybe

larger in the aggregate than a $58 million bank? Does that concern

anyone?

Mr. KUPIEC. It certainly concerns me. It is not a good environment to want to be a banker in these days, and it is not getting

any better.

I think it is always true—and there is lots of research to support

it—that banks have a special place in the economy, and when a

bank fails, of any size, bigger or small, it likely has negative impacts on the businesses that were being served by the bank. They

have to spend money to go out and acquire a new bank relationship. It is not a good thing, but it is a matter of degree.

So the failure of 700 community banks in aggregate is a drag on

the economy, but we don’t treat that as a systemic event.

Mr. BARR. Let me explore the cost issue with the stress test with

Mr. Simmons a little bit more.

36

You have testified, obviously, that as a consequence of the stress

test you have added 500 compliance officers—and additional regulations—you have added 500 compliance officers, none of whom

work in the core business of banking. None of them are in lending.

They are in compliance.

Obviously, that is costly to the bank’s profitability; it is costly to

your shareholders. But my question is, what does it mean to your

customer?

Mr. SIMMONS. The first thing I would say—these are great people. And risk management is certainly fundamental and core to the

business of banking. I think the issue is that there are diminishing

returns to all of this. And how much safer relative to how much

more cost you spend is something that we are sensitive to. Our

ability to attract capital and to grow is hampered by all of this.

And at the end of the day, the cumulative impact of not only Section 165 but of a lot of other new regulations—and I mentioned

mortgage lending as a good example of one where we are spending

a lot of time trying to figure out, how do we go about just doing

what we used to do kind of naturally, which is make credit available to people who could pay it back, we kept it on our balance

sheet, and serve our community?

Mr. BARR. Can I just interject? In talking to another regional

bank CEO, what he told me was that $100 million in additional

compliance costs is the equivalent to a billion dollars in capital not

deployed in the community. Does that ratio square with your experience?

Mr. SIMMONS. Yes, given the leverage in the industry, that is

probably about right.

Mr. BARR. So the compliance costs mean less credit available to

customers. And that, I would argue, is in and of itself a risk to the

financial system, that you have that much less capital deployed in

the economy, compromising economic growth.

Mr. SIMMONS. And it compounds, because that is their annual

costs, and so this compounds over time.

Mr. BARR. My time has expired. I yield back. Thank you.

Chairman NEUGEBAUER. I thank the gentleman.

And I would like to thank our witnesses today.

Without objection, I would like to submit the following statements for the record: the opening statement of Chairman Randy

Neugebauer; the opening statement of Representative Blaine

Luetkemeyer; the opening statement of Ranking Member William

Lacy Clay; and the written statement of the Regional Bank Coalition.

The Chair notes that some Members may have additional questions for this panel, which they may wish to submit in writing.

Without objection, the hearing record will remain open for 5 legislative days for Members to submit written questions to these witnesses and to place their responses in the record. Also, without objection, Members will have 5 legislative days to submit extraneous

materials to the Chair for inclusion in the record.

And with that, we are adjourned.

[Whereupon, at 4:21 p.m., the hearing was adjourned.]

(37)

A P P E N D I X

July 8, 2015

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