CFPB Bulleti

To: Chief

Affili

Re: The B

Infor

Date: Janua

The C

provide guida

and the confi

The Bureau w

cooperative s

A. The B

On J

depository in

their affiliates

consumer fin

transferred to

prudential reg

examinations 

certain purpo

consumer fin

and the assoc

and assessing

and services. 

Once

serves one or

																						

1 The

the Board of G

Corporation (“

Office of Thrif

2 See 1

examinations” 

also has certain

unions. See 12 

n 12-01 

f Executive O

iates Subject t

Bureau’s Supe

rmation 

ary 4, 2012 

Consumer Fin

ance regarding

dentiality prot

will work close

upervisory pro

Bureau’s Supe

uly 21, 2011, t

stitutions and 

s (collectively, 

ancial law and

o the Bureau f

gulators, the B

of its supervi

oses, including

ancial law; ob

ciated complia

g associated ris

See 12 U.S.C.

e the Bureau h

r more of thes

																						

e prudential regu

Governors of th

“FDIC”), the N

ft Supervision (

12 U.S.C. § 551

of large deposi

n supervisory au

U.S.C. § 5516(

Officers of Dep

to the Bureau’

ervision Autho

nancial Protec

g its collection

tections that t

ely with superv

ocess. 

ervision Autho

the Bureau as

credit unions

“supervised i

d other related

from the prude

Bureau has bro

ised institution

g assessing com

taining inform

ance systems o

sks to consum

 § 5515(b)(1).

has issued a re

e purposes, su

												

ulators are the 

he Federal Rese

National Credit U

(“OTS”). See 12

15(b)(1) (author

itory institution

uthorities with 

(b). 

pository Instit

’s Supervision

ority and Trea

ction Bureau (

n of informatio

this process pr

vised institutio

ority 

sumed the aut

s with total ass

nstitutions”) f

d purposes. T

ential regulato

oad authority t

ns.2 The Bure

mpliance with 

mation about t

or procedures 

mers and marke

 

equest for info

upervised insti

Office of the C

erve System (“B

Union Adminis

2 U.S.C. § 5481

rizing the Burea

ns and credit un

respect to othe

tutions, Credit

n Authority

atment of Con

(“Bureau”) is i

on through th

rovides to sup

ons to ensure 

thority to sup

sets of more t

for complianc

This supervisor

ors.1 See 12 U

to require rep

eau exercises t

 the requirem

the activities s

of supervised

ets for consum

ormation that 

titutions are re

Comptroller of t

Board”), the Fed

stration (“NCU

1(24). 

au to “require r

nions and their 

er depository in

t Unions, and

nfidential Supe

issuing this let

he supervisory

pervised institu

 an effective a

pervise insured

than $10 billio

ce with Federa

ry authority 

.S.C. § 5581. 

ports and cond

this authority 

ments of Federa

subject to such

d entities; and 

mer financial p

it has determi

equired to pro

the Currency (“

deral Deposit I

UA”), and the fo

reports and con

affiliates). The

nstitutions and c

d their 

ervisory 

tter to 

y process 

utions. 

and 

d

on and 

al 

Like the 

duct 

for 

al 

h laws 

detecting 

products 

ined 

ovide all 

“OCC”), 

nsurance 

ormer 

nduct 

e Bureau 

credit 

1
documents an

not selectively

materials are 

materials wou

based on the 

entitled—ind

question and 

its supervisor

a violation of

§§ 5536(a)(2),

B. Prov

Certa

information, 

examiners cou

Bureau recog

information t

privilege that 

ever faced wit

actions to reb

First,

information, t

considered vo

information. 

1478, 1482 (D

Farm Credit A

voluntary and

this view at gr

articulated by

institutions ta

documents or

Secon

authority to b

regulators’ “e

Federal consu

date, the Bure

prudential reg

Under section

																						 3 See O

nd other infor

y withhold res

not necessary 

uld be sufficien

supervisor’s f

eed, duty bou

has access to 

ry responsibilit

f law for which

, 5565. 

vision of Privil

ain supervised

such as docum

uld waive the 

gnizes the imp

to the Bureau 

may attach to

th a claim of w

but such a claim

, because entit

the provision 

oluntary and w

See, e.g., Boston

D. Hawaii 199

Administratio

d therefore did

reater length i

y the OCC in t

ake steps to m

r information 

nd, and indep

be equivalent t

xamination au

umer financial

eau was also g

gulators “relat

n 607 of the F

																						

OCC Interpreta

rmation respon

sponsive docu

to the Bureau

nt to suit the B

full and unfett

und—to ensur

all informatio

ties. Failure to

h the Bureau w

leged Informa

d institutions h

ments protecte

institutions’ p

ortance of thi

pursuant to a 

o such informa

waiver, the Bu

m. 

ties must com

of privileged 

would thus no

n Auction Co., 

6) (holding th

n requested p

d not waive th

in a 1991 inter

that letter, the

memorialize pri

to the Bureau

pendently, Con

to that of the p

uthority” with

l law transferr

granted “all po

ting” to such e

Financial Servi

												

ative Letter, 199

nsive to the re

uments based 

u’s execution o

Bureau’s need

tered access to

re that it thoro

on that, in its i

o provide info

will pursue all 

ation to the Bu

have expressed

ed by the atto

privilege with r

s issue. As ex

supervisory r

ation. Further

ureau would ta

mply with the B

information t

ot waive any pr

Ltd. v. Western

hat the disclosu

ursuant to its 

he attorney-clie

rpretative lette

e Bureau woul

ivilege claims 

u. 

ngress intende

prudential reg

h respect to ce

red to the Bure

owers and duti

examination au

ices Regulator

91 WL 338409 

equest. Super

on their judgm

of its responsi

ds. The super

o information,

oughly underst

independent ju

ormation requ

l available rem

ureau 

d concern tha

orney-client pr

respect to thir

xplained below

request would 

r, if a supervis

ake all reasona

Bureau’s super

to the Bureau 

rivilege that at

n Farm Credit B

ure of privileg

examination a

ent privilege).

er.3 Consisten

ld not object i

when convey

ed the Bureau’

gulators. As n

rtain institutio

eau on July 21

ties” that had b

authority. See

ry Relief Act o

(Dec. 3, 1991)

rvised instituti

ment that such

ibilities or tha

rvisory proces

, and the supe

tands the insti

udgment, may

uired by the Bu

medies. See 12 

at providing pr

rivilege, to Bur

rd parties. Th

w, the provisio

 not waive any

sed institution

able and appro

rvisory reques

would not be

ttached to suc

Bank, 925 F. S

ged document

authority was 

 The OCC ar

nt with the po

if supervised 

ying privileged

’s examination

noted, the prud

ons’ complian

1, 2011, and, a

been vested in

12 U.S.C. § 55

of 2006, the pr

. 

ions may 

h

at other 

s is 

ervisor is 

itution in 

y bear on 

ureau is 

U.S.C. 

rivileged 

reau 

he 

on of 

y

n were 

opriate 

sts for 

e

ch 

Supp. 

ts to the 

not 

rticulated 

olicy 

d

n

dential 

nce with 

as of that 

n the 

581. 

rudential 

2
regulators hav

(whether or n

Accordingly, 

statute to the 

supervised en

consistent wit

promoting pa

Congress’s go

For t

basis for the w

Review of a s

means for a s

such material 

the attorney-c

Bureau will gi

and scope of 

to request pri

is material to 

information f

a demand ide

will be treated

Finally, as not

assist supervi

providing info

C. The B

The B

information c

																						 4 See 1

agency, a state 

other person o

to the NCUA, 

5 For 

the other’s rep

and credit unio

take any comm

See 12 U.S.C. §

6 See 1

ve the power t

not deemed vo

the examinati

Bureau encom

ntities without 

th the scheme

arity in the sup

oal of consiste

these reasons, 

withholding o

upervised inst

upervisor to u

as appropriat

client privilege

ive due consid

any superviso

ivileged inform

its supervisor

from non-priv

ntifying the p

d confidentiall

ted, the Burea

sed institution

ormation to th

Bureau’s Trea

Bureau’s supe

concerning sup

																						

12 U.S.C. § 182

bank regulator

or entity); see also

State credit uni

example, a pru

orts of examina

ons and their af

ments into consi

§ 5512(c)(6)(B)

12 U.S.C. § 551

to receive priv

oluntarily prov

on authority a

mpass the abil

effecting a w

e of coordinat

pervision of la

ent enforceme

the Bureau w

of privileged in

titution’s privi

understand an

te. At the sam

e and other pr

deration to sup

ory request for

mation only w

ry objectives a

vileged sources

rivileged infor

ly in accordan

au is prepared 

ns in rebutting

he Bureau. 

atment of Con

ervision progra

pervised instit

												

28(x) (submissio

, or a foreign b

o 12 U.S.C. § 17

ion supervisors

udential regulato

ation; coordina

ffiliates; and sha

ideration, befor

), (C); 5515(b), 

11(a), (b)(4). 

vileged inform

vided) without

and all related 

lity to receive 

aiver. The Bu

ed supervision

arge and small

ent of Federal 

will not consid

nformation res

ileged materia

nd assess an iss

me time, the Bu

rivileges to ou

pervised instit

r privileged in

when the Burea

and that it cann

s. Further, up

rmation sough

nce with this le

to take all rea

g any claim tha

nfidential Supe

am depends u

tutions’ opera

on of privileged

anking authorit

785(j) (same wi

s, or foreign ban

or and the Bure

te their examin

are draft report

re issuing a fina

(e). 

mation from su

t effecting a w

 “powers and 

privileged inf

ureau’s author

n established b

l depository in

consumer fin

er waiver con

sponsive to a 

als may often b

sue, and the B

ureau recogni

ur legal system

tutions’ reque

nformation. T

au determines

not practicabl

pon request, th

ht and confirm

etter and appli

asonable and a

at they have w

ervisory Infor

upon the full a

ations and com

d information to

ty would not re

ith respect to di

nking authoritie

eau are required

nations of large 

ts of examinatio

al report or taki

upervised enti

waiver of privi

duties” assign

formation from

rity in this rega

by Congress,5

nstitutions, fur

nancial law.6

ncerns to be a 

supervisory re

be the most e

Bureau will req

izes the impor

m. Accordingly

sts to limit the

The Bureau’s p

s that such inf

ly obtain the s

he Bureau wil

ming that the m

icable Bureau 

appropriate st

waived privileg

rmation 

and frank exch

mpliance with 

o a Federal ban

esult in a waiver

isclosure of info

es). 

d to each have a

depository inst

on for commen

ing supervisory

ities 

ilege.4 

ned by 

m

ard is 

5 and, by 

rthers 

valid 

equest. 

fficient 

quest 

rtance of 

y, the 

e form 

policy is 

formation 

same 

ll provide 

materials 

rules. 

teps to 

ges by 

hange of 

Federal 

nking 

r as to any 

formation 

access to 

titutions 

nt, and 

y action. 

3
consumer fin

Bureau’s polic

and privileged

disclosure un

the policies o

information w

																						 7 See,

information th

normally disclo

policy regardin

privileged” and

unless the pers

that outweighs

policy, “[a]ll ste

information.”);

supervisory inf

8 See 1

9 See 5

FOIA exempti

10 See,

available to a s

may be necessa

not prohibited 

Federal Reserv

sole discretion,

governments, s

and state savin

other non-pub

official duties.”

appropriate law

for use where n

inspection, con

information of

branches and a

subsidiaries, an

“disclose to the

authorized offi

irregularities di

any federal or s

792.32 (“The N

appropriate cir

records pertain

or unsound pra

ancial law. Co

cy is to treat in

d.

8 For examp

der Exemptio

f the prudenti

with other gov

																						

e.g., 12 C.F.R. §

hat such inform

ose this informa

ng confidential s

d the Board “wi

son requesting d

 the need to ma

eps practicable 

; 12 C.F.R. § 79

formation excep

12 C.F.R. § 107

5 U.S.C. § 552(b

ions as well. Se

, e.g., 12 C.F.R. 

upervised entity

ary or appropri

by law, the Co

ve System, the F

, to certain othe

state agencies w

ngs association r

lic OCC inform

”); 12 C.F.R. § 2

w enforcement 

necessary in the

nfidential super

f the Board con

agencies of fore

nd other examin

e proper federa

icer or employe

iscovered in dep

state civil or cri

NCUA Board, o

rcumstances, m

ning to irregular

actices or violat

onsistent with

nformation ob

ple, the Burea

on 8 of the Fre

ial regulators,1

vernment agen

												

§ 4.36(b) (“It is 

ation is confide

ation to third p

supervisory info

ill not authorize

disclosure is ab

aintain confiden

shall be taken t

92.30 (NCUA p

pt in limited cir

70.41. 

b)(8). Such inf

ee, e.g., 5 U.S.C. 

§§ 4.36(a) (“Th

y and to other p

ate, without a r

omptroller may 

Federal Deposit

er government 

with authority to

regulatory agen

mation for their

261.21(a) (“Upo

agencies and to

e performance 

rvisory informat

ncerning banks, 

eign banks, savi

ned institutions

al or state prose

ee of such autho

pository institu

iminal law, or u

or any other pe

ay disclose to p

rities discovered

tions of federal

h the policies o

btained in the 

u will treat all 

eedom of Info 10 the Bureau r

ncies may in s

the OCC's pol

ential and privil

parties.”); 12 C.F

ormation that s

e disclosure [of

le to show a su

ntiality.”); 12 C

to protect the c

policy prohibitin

rcumstances). 

formation may b

§ 552(b)(4). 

he OCC may m

persons, that in

request for reco

make available 

t Insurance Cor

agencies of the

o investigate vio

ncies, a copy of 

r use, when nec

on written requ

o other nonfina

of official dutie

tion, and other 

bank holding c

ings and loan h

s.”); 12 C.F.R. §

ecuting or inves

ority, copies of

utions which are

unsafe or unsou

erson designated

proper federal o

d in credit unio

l or state, civil o

of the prudent

e supervisory p

l such informa

ormation Act.

recognizes tha

ome circumst

licy regarding n

leged. Accordin

F.R. § 261.22(a)

such informatio

f confidential su

ubstantial need f

C.F.R. § 309.6(b

confidentiality o

ng the disclosu

be protected fr

make non-public

n the sole discre

ords or testimon

to the Board o

rporation, and, 

e United States 

olations of crim

a report of exa

cessary, in the p

uest, the Board 

ancial institution

es, reports of ex

r confidential do

companies and 

holding compan

§ 309.6(b)(4)(ii) 

stigatory author

f exempt record

e believed to co

und banking pra

d in writing, in 

or state authorit

ons which may c

or criminal law.

tial regulators

process as con

ation as exemp

9 Also consis

at the sharing 

tances be 

non-public OCC

ngly, the OCC 

) (“It is the Boa

on is confidenti

upervisory info

for such inform

b)(10) (Under F

of exempt reco

ure of confident

rom disclosure b

c OCC informa

etion of the Co

ny.”); 4.37(c) (“

of Governors o

 in the Comptr

and foreign 

minal law, and s

amination, testim

performance of

may make avai

n supervisory a

xamination and

ocuments and 

their subsidiari

nies and their 

(permitting the

rities, or to any 

ds pertaining to

onstitute violati

actices.”); 12 C

its discretion a

ties copies of ex

constitute eithe

.”). 

,

7 the 

nfidential 

pt from 

stent with 

of such 

C

will not 

ard’s 

ial and 

ormation] 

mation 

FDIC 

rds and 

tial 

by other 

ation 

omptroller 

“When 

f the 

roller's 

state bank 

mony, or 

f their 

ilable to 

agencies 

d

ies, U.S. 

e FDIC to 

ions of 

.F.R. § 

nd in 

xempt 

er unsafe 

4
appropriate,11

scheme of co

exchange con

regulators tha

By co

information w

law, the Burea

enforcement 

circumstances

significance o

any such revie

will not alway

supervisory in

supervisory p

information.1

supervisory in

consultation w

By ar

information, t

administrative

																						 11 See

information to

subject of the i

information ob

12 For

required to sha

regulator, State

subject of the r

Attorney Gene

to provide to t

law noncompli

13 Thi

required to pro

information is 

commitment to

regulations and

14 An

remains the pro

retains any app

1 and, in some

ordinated sup

nfidential supe

at share superv

ontrast, the Bu

with agencies t

au’s policy is t

agencies, inclu

s and upon re

of the law enfo

ew. However

ys be sufficien

nformation ba

process and th

4 In these circ

nformation to

with appropria

rticulating its p

the Bureau do

e or judicial pr

																						

12 C.F.R. §§ 10

o a federal or sta

information). T

btained from ot

r example, upon

are a report of e

e regulator, or o

report. 12 U.S.

eral evidence of

he Commission

iance. 12 U.S.C

is review will in

ovide pursuant 

sought, the leg

o maintain the 

d any other con

y confidential s

operty of the B

plicable privileg

e instances, req

pervision estab

ervisory inform

visory jurisdic

ureau will not 

that are not en

to share confi

uding State At

view of all the

orcement inter

r, even the fur

nt, and the Bur

ased on other 

e importance 

cumstances, th

 another agen

ate Bureau pe

policy regardin

oes not intend

roceedings, su

												

070.43(b) (perm

ate agency with

The Bureau’s ru

ther agencies w

n receiving reas

examination, an

other Federal ag

.C. § 5512(c)(6)

f a potential vio

ner of Internal 

C. § 5515(b)(5).

nclude, among o

to 12 C.F.R. § 

gal authority of 

confidentiality 

nditions the Bur

supervisory info

Bureau, may not

ge. See 12 C.F.R

quired.12 For e

blished by Con

mation with th

ction over an i

routinely sha

ngaged in sup

dential superv

ttorneys Gene

e relevant fact

rest at stake w

rtherance of a 

reau may still 

consideration

of preserving

he decision w

ncy will be mad

ersonnel. See 1

ng its treatmen

d to limit its us

ubject to appro

mitting the Bure

h jurisdiction ov

ules do not perm

without their per

sonable assuran

nd any revisions

gency with juris

(C)(i). The Bu

olation of Feder

Revenue certain

other things, th

1070.43(b)(2), i

the requesting a

of the informat

reau may impos

ormation provid

t be disclosed w

R. § 1070.47. 

example, in ac

ngress, the Bu

he prudential r

institution sup

are confidentia

pervision. Exc

visory informa

eral, only in ve

ts and conside

will be an impo

significant law

decline to sha

ns, including th

g the confiden

whether to prov

de by the Gen

12 C.F.R. § 10

nt of confiden

se of such info

opriate protec

eau to disclose 

ver the supervis

mit it to disclos

rmission. See 1

nces of confiden

s to such a repo

sdiction over th

ureau is required

ral criminal law

n information r

he information r

including the pu

agency, and the

tion in accorda

se. 

ded to another 

without the Bur

ccordance with

ureau’s policy 

regulators and

pervised by the

al supervisory 

cept where req

ation with law

ery limited 

erations.13 Th

ortant conside

w enforcemen

are confidentia

he integrity of

tiality of the 

vide confiden

neral Counsel,

070.43(b). 

ntial superviso

ormation in 

ctive orders. A

confidential su

sed institution t

se confidential 

2 C.F.R. § 1070

ntiality, the Bur

ort, with a prud

he institution th

d to provide to 

w, 12 U.S.C. § 55

related to possi

requesting agen

urpose for whi

e requesting age

ance with the Bu

Federal or stat

reau’s permissio

h the 

is to 

d state 

e Bureau. 

quired by 

w

he 

eration in 

nt interest 

al 

f the 

ntial 

, in 

ory 

Any 

upervisory 

that is the 

0.41(d). 

reau is 

dential 

hat is the 

the 

566, and 

ible tax 

ncies are 

ch the 

ency’s 

ureau’s 

te agency 

on, and 

5
questions reg

General Coun

arding the sub

sel (202-435-

bject matter o

7770). 

Sincere

Leonar

Gener

Consu

f this letter sh

ely, 

rd J. Kennedy

al Counsel 

umer Financial

hould be direct

y

l Protection B

ted to the Off

ureau 

ice of 

6