The Financial Stability Oversight Council unanimously approved the attached 

resolution by notational vote on July 8, 2013. 

The basis for the Council’s determination is available at www.fsoc.gov. 
RESOLUTION APPROVING FINAL DETERMINATION

REGARDING AMERICAN INTERNATIONAL GROUP, INC.

WHEREAS, section 113 of the Dodd-Frank Wall Street Reform and Consumer 

Protection Act (the “DFA”) authorizes the Financial Stability Oversight Council 

(the “Council”) to determine that a nonbank financial company shall be supervised 

by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) 

and shall be subject to enhanced prudential standards if the Council determines that 

material financial distress at the nonbank financial company, or the nature, scope, 

size, scale, concentration, interconnectedness, or mix of the activities of the 

nonbank financial company, could pose a threat to the financial stability of the 

United States; and 

WHEREAS, in making a determination under section 113 of the DFA, the Council 

must take into consideration the following: (A) the extent of the leverage of the 

company; (B) the extent and nature of the off-balance-sheet exposures of the 

company; (C) the extent and nature of the transactions and relationships of the 

company with other significant nonbank financial companies and significant bank 

holding companies; (D) the importance of the company as a source of credit for 

households, businesses, and State and local governments and as a source of 

liquidity for the United States financial system; (E) the importance of the company 
as a source of credit for low-income, minority, or underserved communities, and 

the impact that the failure of such company would have on the availability of credit 

in such communities; (F) the extent to which assets are managed rather than owned 

by the company, and the extent to which ownership of assets under management is 

diffuse; (G) the nature, scope, size, scale, concentration, interconnectedness, and 

mix of the activities of the company; (H) the degree to which the company is 

already regulated by one or more primary financial regulatory agencies; (I) the 

amount and nature of the financial assets of the company; (J) the amount and types 

of the liabilities of the company, including the degree of reliance on short-term 

funding; and (K) any other risk-related factors that the Council deems appropriate; 

and

WHEREAS, the Council issued a final rule and accompanying interpretive 

guidance (the “Rule and Guidance”), codified at 12 C.F.R. Part 1310, that 

describes the criteria and the processes and procedures by which the Council will 

determine that a nonbank financial company shall be supervised by the Federal 

Reserve and shall be subject to enhanced prudential standards under the DFA; and
WHEREAS, the Rule and Guidance describes a three-stage process that the 

Council expects to use for evaluating a nonbank financial company prior to a 

Council vote on a proposed determination; and

WHEREAS, the Council has evaluated American International Group, Inc. 

(“AIG”), which the Council previously advanced to stage 3, in accordance with the 

DFA and the Rule and Guidance, including conducting an assessment of all of the 

considerations set forth in section 113 of the DFA; and 

WHEREAS, the Council has considered a broad range of information available 

through existing public and regulatory sources, as well as information collected 

directly from AIG; and 

WHEREAS, based on the stage 3 evaluation, the Council made a proposed 

determination regarding AIG and provided AIG written notice of the proposed 

determination, including an explanation of the basis of the proposed determination; 

and 

WHEREAS, the Council provided AIG an opportunity to request a hearing before 

the Council to contest the proposed determination; and 
WHEREAS, AIG did not request a hearing before the Council; and

WHEREAS, based on the evaluation of AIG, the staffs of the Council Members 

and their Agencies recommend that the Council make a final determination 

regarding AIG; and 

WHEREAS, under the provisions of the DFA and the Rule and Guidance, the 

Council is required to notify a nonbank financial company of the final 

determination of the Council, which shall contain a statement of the basis for the 

decision of the Council; and

WHEREAS, under the provisions of the Rule and Guidance, the Council is 

required to publicly announce any final determination of the Council under

section 113 of the DFA.

NOW, THEREFORE, BE IT RESOLVED, that, based on the information, 

considerations, and analysis set forth in the attached statement of the basis for the 

final determination, and on a review of the administrative record, the Council 

hereby determines, pursuant to section 102 of the DFA and the Federal Reserve’s 
Regulation PP, that AIG is a nonbank financial company and thus eligible for a 

determination by the Council under section 113 of the DFA.

BE IT FURTHER RESOLVED, that, based on the information, considerations, 

and analysis set forth in the attached statement of the basis for the final 

determination, and on a review of the administrative record, the Council hereby 

makes a final determination, pursuant to section 113 of the DFA, that material 

financial distress at AIG could pose a threat to the financial stability of the United 

States and that AIG shall be supervised by the Federal Reserve and shall be subject 

to prudential standards, in accordance with Title I of the DFA.

BE IT FURTHER RESOLVED, that the Council hereby approves the attached 

notice of final determination and authorizes the notice to be sent to AIG.

BE IT FURTHER RESOLVED, that the Council hereby approves the attached 

statement of the basis for the Council’s final determination and authorizes the 

statement of the basis to be released to the public.
BE IT FURTHER RESOLVED, that the Council hereby delegates authority to the 

Chairperson, or his designee, to make technical, nonsubstantive, or conforming 

changes to the text of the attached notice and the attached statement of the basis.
ATTACHMENTS 

[The basis for the Council’s determination is available at www.fsoc.gov.] 
The Financial Stability Oversight Council approved the attached resolution by 

notational vote on July 8, 2013, with nine members voting in favor of the 

resolution and none opposed. The Chair of the Securities and Exchange 

Commission recused herself from the vote.

The basis for the Council’s determination is available at www.fsoc.gov. 
RESOLUTION APPROVING FINAL DETERMINATION

REGARDING GENERAL ELECTRIC CAPITAL CORPORATION, INC.

WHEREAS, section 113 of the Dodd-Frank Wall Street Reform and Consumer 

Protection Act (the “DFA”) authorizes the Financial Stability Oversight Council 

(the “Council”) to determine that a nonbank financial company shall be supervised 

by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) 

and shall be subject to enhanced prudential standards if the Council determines that 

material financial distress at the nonbank financial company, or the nature, scope, 

size, scale, concentration, interconnectedness, or mix of the activities of the 

nonbank financial company, could pose a threat to the financial stability of the 

United States; and 

WHEREAS, in making a determination under section 113 of the DFA, the Council 

must take into consideration the following: (A) the extent of the leverage of the 

company; (B) the extent and nature of the off-balance-sheet exposures of the 

company; (C) the extent and nature of the transactions and relationships of the 

company with other significant nonbank financial companies and significant bank 

holding companies; (D) the importance of the company as a source of credit for 

households, businesses, and State and local governments and as a source of 

liquidity for the United States financial system; (E) the importance of the company 
as a source of credit for low-income, minority, or underserved communities, and 

the impact that the failure of such company would have on the availability of credit 

in such communities; (F) the extent to which assets are managed rather than owned 

by the company, and the extent to which ownership of assets under management is 

diffuse; (G) the nature, scope, size, scale, concentration, interconnectedness, and 

mix of the activities of the company; (H) the degree to which the company is 

already regulated by one or more primary financial regulatory agencies; (I) the 

amount and nature of the financial assets of the company; (J) the amount and types 

of the liabilities of the company, including the degree of reliance on short-term 

funding; and (K) any other risk-related factors that the Council deems appropriate; 

and

WHEREAS, the Council issued a final rule and accompanying interpretive 

guidance (the “Rule and Guidance”), codified at 12 C.F.R. Part 1310, that 

describes the criteria and the processes and procedures by which the Council will 

determine that a nonbank financial company shall be supervised by the Federal 

Reserve and shall be subject to enhanced prudential standards under the DFA; and
WHEREAS, the Rule and Guidance describes a three-stage process that the 

Council expects to use for evaluating a nonbank financial company prior to a 

Council vote on a proposed determination; and

WHEREAS, the Council has evaluated General Electric Capital Corporation, Inc.

(“GECC”), which the Council previously advanced to stage 3, in accordance with 

the DFA and the Rule and Guidance, including conducting an assessment of all of 

the considerations set forth in section 113 of the DFA; and 

WHEREAS, the Council has considered a broad range of information available 

through existing public and regulatory sources, as well as information collected 

directly from GECC; and 

WHEREAS, based on the stage 3 evaluation, the Council made a proposed 

determination regarding GECC and provided GECC written notice of the proposed 

determination, including an explanation of the basis of the proposed determination; 

and 

WHEREAS, the Council provided GECC an opportunity to request a hearing 

before the Council to contest the proposed determination; and 
WHEREAS, GECC did not request a hearing before the Council; and

WHEREAS, based on the evaluation of GECC, the staffs of the Council Members 

and their Agencies recommend that the Council make a final determination 

regarding GECC; and 

WHEREAS, under the provisions of the DFA and the Rule and Guidance, the 

Council is required to notify a nonbank financial company of the final 

determination of the Council, which shall contain a statement of the basis for the 

decision of the Council; and

WHEREAS, under the provisions of the Rule and Guidance, the Council is 

required to publicly announce any final determination of the Council under 

section 113 of the DFA.

NOW, THEREFORE, BE IT RESOLVED, that, based on the information, 

considerations, and analysis set forth in the attached statement of the basis for the 

final determination, and on a review of the administrative record, the Council 

hereby determines, pursuant to section 102 of the DFA and the Federal Reserve’s 
Regulation PP, that GECC is a nonbank financial company and thus eligible for a 

determination by the Council under section 113 of the DFA.

BE IT FURTHER RESOLVED, that, based on the information, considerations, 

and analysis set forth in the attached statement of the basis for the final 

determination, and on a review of the administrative record, the Council hereby 

makes a final determination, pursuant to section 113 of the DFA, that material 

financial distress at GECC could pose a threat to the financial stability of the 

United States and that GECC shall be supervised by the Federal Reserve and shall 

be subject to prudential standards, in accordance with Title I of the DFA.

BE IT FURTHER RESOLVED, that the Council hereby approves the attached 

notice of final determination and authorizes the notice to be sent to GECC.

BE IT FURTHER RESOLVED, that the Council hereby approves the attached 

statement of the basis for the Council’s final determination and authorizes the 

statement of the basis to be released to the public.
BE IT FURTHER RESOLVED, that the Council hereby delegates authority to the 

Chairperson, or his designee, to make technical, nonsubstantive, or conforming 

changes to the text of the attached notice and the attached statement of the basis.
ATTACHMENTS 

[The basis for the Council’s determination is available at www.fsoc.gov.] 
The Financial Stability Oversight Council approved the attached resolution by 

notational vote on July 8, 2013, with nine members voting in favor of the 

resolution and none opposed. The Chair of the Securities and Exchange 

Commission recused herself from the vote.
RESOLUTION GRANTING REQUEST FOR ORAL HEARING 

IN CONNECTION WITH PROPOSED DETERMINATION 

REGARDING NONBANK FINANCIAL COMPANY

WHEREAS, section 113 of the Dodd-Frank Wall Street Reform and Consumer 

Protection Act (the “DFA”) authorizes the Financial Stability Oversight Council 

(the “Council”) to determine that a nonbank financial company shall be supervised 

by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) 

and shall be subject to enhanced prudential standards if the Council determines that 

material financial distress at the nonbank financial company, or the nature, scope, 

size, scale, concentration, interconnectedness, or mix of the activities of the 

nonbank financial company, could pose a threat to the financial stability of the 

United States; and 

WHEREAS, the Council issued a final rule and accompanying interpretive 

guidance (the “Rule and Guidance”), codified at 12 C.F.R. Part 1310, that 

describes the criteria and the processes and procedures by which the Council will 

determine that a nonbank financial company shall be supervised by the Federal 

Reserve and shall be subject to enhanced prudential standards under the DFA; and

WHEREAS, on April 4, 2013, the Council adopted amended hearing procedures 

(the “Council Hearing Procedures”) that govern hearings to be conducted by the 
Council in connection with proposed determinations under section 113 of the DFA; 

and 

WHEREAS, under section 113 of the DFA and under the Rule and Guidance, a 

nonbank financial company subject to a proposed determination may request an 

opportunity for a written or oral hearing before the Council to contest the proposed 

determination; and

WHEREAS, under the Council Hearing Procedures, any request for an oral hearing 

shall specify why the Council should exercise its discretion to grant such a hearing; 

and

WHEREAS, under section 113 of the DFA and under the Rule and Guidance, upon

receipt of a timely request for a written or oral hearing, the Council shall fix a time 

and place at which a nonbank financial company may appear to submit written 

materials (or, at the sole discretion of the Council, oral testimony and oral 

argument); and
WHEREAS, under the Council Hearing Procedures, upon receipt of a timely 

written request for a hearing, the Chairperson of the Council shall appoint a 

hearing clerk with respect to such hearing; and

WHEREAS, on June 3, 2013, the Council made proposed determinations regarding 

certain nonbank financial companies, and provided each such nonbank financial 

company written notice of the proposed determination, including an explanation of 

the basis of the proposed determination; and 

WHEREAS, the Council provided each such nonbank financial company an 

opportunity to request a hearing before the Council to contest the proposed 

determination; and 

WHEREAS, in accordance with the Council Hearing Procedures, on July 2, 2013, 

a subset of such nonbank financial companies (identified in an attachment hereto) 

timely requested an oral hearing before the Council and specified why the Council 

should exercise its discretion to grant such an oral hearing. 
NOW, THEREFORE, BE IT RESOLVED, that the Council hereby grants the 

request by the subset of nonbank financial companies (identified in an attachment 

hereto) for an oral hearing to contest the Council’s proposed determination.

BE IT FURTHER RESOLVED, that the Council hereby approves the attached 

form of hearing order and authorizes the hearing clerk to issue an order in such 

form.

BE IT FURTHER RESOLVED, that the Council hereby delegates authority to the 

hearing clerk to make technical, nonsubstantive, or conforming changes to the text 

of the attached hearing order.