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###### Federal Reserve System

# AGENCY:

Board of Governors of the Federal Reserve System.

# ACTION:

Notice, request for comment.

# SUMMARY:

The Board of Governors of the Federal Reserve System (Board or Federal Reserve) invites comment on a proposal to extend, with revision, the mandatory Reporting Requirements associated with Regulation QQ (OMB No. 7100-0346).

# DATES:

Comments must be submitted on or before March 23, 2018.

# ADDRESSES:

                        You may submit comments, identified by                         *Reg QQ,*                         by any of the following methods:                    
      -  Agency website: http://www.federalreserve.gov.                          Follow the instructions for submitting comments at                          http://www.federalreserve.gov/​apps/​foia/​proposedregs.aspx .                    
      -  Federal eRulemaking Portal: http://www.regulations.gov.                          Follow the instructions for submitting comments.                    
      -  Email: regs.comments@federalreserve.gov.                          Include OMB number in the subject line of the message.                    
      -  Fax:                          (202) 452-3819 or (202) 452-3102.                    
      -  Mail:                          Ann Misback, Secretary, Board of Governors of the Federal Reserve System, 20th Street and Constitution Avenue NW, Washington, DC 20551.                    

                        All public comments are available from the Board's website at                         *http://www.federalreserve.gov/​apps/​foia/​proposedregs.aspx*                         as submitted, unless modified for technical reasons. Accordingly, your comments will not be edited to remove any identifying or contact information. Public comments may also be viewed electronically or in paper form in Room 3515, 1801 K Street (between 18th and 19th Streets NW)                               ( print page 2984)                            Washington, DC 20006 between 9:00 a.m. and 5:00 p.m. on weekdays.                    

Additionally, commenters may send a copy of their comments to the OMB Desk Officer—Shagufta Ahmed—Office of Information and Regulatory Affairs, Office of Management and Budget, New Executive Office Building, Room 10235, 725 17th Street NW, Washington, DC 20503 or by fax to (202) 395-6974.

# FOR FURTHER INFORMATION CONTACT:

                        A copy of the PRA OMB submission, including the proposed reporting form and instructions, supporting statement, and other documentation will be placed into OMB's public docket files, once approved. These documents will also be made available on the Federal Reserve Board's public website at:                         *http://www.federalreserve.gov/​apps/​reportforms/​review.aspx*                         or may be requested from the agency clearance officer, whose name appears below.                    

Federal Reserve Board Clearance Officer—Nuha Elmaghrabi—Office of the Chief Data Officer, Board of Governors of the Federal Reserve System, Washington, DC 20551, (202) 452-3829. Telecommunications Device for the Deaf (TDD) users may contact (202) 263-4869, Board of Governors of the Federal Reserve System, Washington, DC 20551.

# SUPPLEMENTARY INFORMATION:

On June 15, 1984, the Office of Management and Budget (OMB) delegated to the Board authority under the Paperwork Reduction Act (PRA) to approve of and assign OMB control numbers to collection of information requests and requirements conducted or sponsored by the Board. In exercising this delegated authority, the Board is directed to take every reasonable step to solicit comment. In determining whether to approve a collection of information, the Board will consider all comments received from the public and other agencies.

## Request for Comment on Information Collection Proposal

The Board invites public comment on the following information collection, which is being reviewed under authority delegated by the OMB under the PRA. Comments are invited on the following:

a. Whether the proposed collection of information is necessary for the proper performance of the Federal Reserve's functions; including whether the information has practical utility;

b. The accuracy of the Federal Reserve's estimate of the burden of the proposed information collection, including the validity of the methodology and assumptions used;

c. Ways to enhance the quality, utility, and clarity of the information to be collected;

d. Ways to minimize the burden of information collection on respondents, including through the use of automated collection techniques or other forms of information technology; and

e. Estimates of capital or startup costs and costs of operation, maintenance, and purchase of services to provide information.

At the end of the comment period, the comments and recommendations received will be analyzed to determine the extent to which the Federal Reserve should modify the proposed revisions prior to giving final approval.

## Proposal To Approve Under OMB Delegated Authority the Extension for Three Years, With Revision, of the Following Report:

*Report title:*                     Reporting Requirements Associated with Regulation QQ.                

*Agency form number:*                     Reg QQ.                

*OMB control number:*                     7100-0346.                

*Frequency:*                     Annually.                

*Respondents:*                     Bank holding companies [1]                                          with assets of $50 billion or more and nonbank financial firms designated by the Financial Stability Oversight Council for supervision by the Board.                

*Estimated number of respondents:*                     Reduced Reporters: 82; Tailored Domestic Reporters: 13; Tailored Foreign Reporters: 2; Full Domestic Reporters: 3; Full Foreign Reporters: 16; Complex, Domestic Filers: 9; Complex, Foreign Filers: 4.                

*Estimated average hours per response:*                     Reduced Reporters: 60 hours; Tailored Domestic Reporters: 9,000 hours; Tailored Foreign Reporters: 1,130 hours; Full Domestic Reporters: 26,000 hours; Full Foreign Reporters: 2,000 hours; Complex, Domestic Filers: 79,522 hours; [2]                                          Complex, Foreign Filers: 55,500 hours.                

*Estimated annual burden hours:*                     Reduced Reporters: 4,920 hours; Tailored Domestic Reporters: 117,000 hours; Tailored Foreign Reporters: 2,260 hours; Full Domestic Reporters: 78,000 hours; Full Foreign Reporters: 32,000 hours; Complex, Domestic Filers: 715,697 hours; Complex Foreign Filers: 222,000 hours. Total estimated annual burden: 1,171,877.                

*General Description of Report:*                     Regulation QQ (12 CFR part 243) requires each bank holding company (BHC) with assets of $50 billion or more and nonbank financial firms designated by the Financial Stability Oversight Council (FSOC) for supervision by the Board (collectively, covered companies) to report annually to the Board and the FDIC the plan of such company for rapid and orderly resolution under the U.S. Bankruptcy Code in the event of the company's material financial distress or failure. The plans submitted pursuant to Regulation QQ, and identified in this information collection, are reviewed jointly by the Board and Federal Deposit Insurance Corporation (FDIC) (collectively, the Agencies). On September 28, 2017, the Board and the FDIC announced the postponement of the next plan submission of the largest and most complex, domestic BHCs [3]                                          from July 1, 2018, to July 1, 2019, to permit the agencies to provide meaningful feedback on the July 2017 plans and provide the BHCs with sufficient time to incorporate the feedback into their next plans. If these firms were filing each year covered by this notice, instead of only twice, the total estimated annual burden for the reporting of this information collection would be 1,473,180 hours instead of the aforementioned 1,171,877.                

The Board is exploring ways to improve the resolution planning process. Such improvements could include, for example, extending the cycle for plan submissions; focusing certain filings on key topics of interest and material changes; or reducing the submission requirements for firms with small, simple, and domestically focused activities. The Board will solicit comments on the effects that any such changes would have on paperwork burden if and when the changes are proposed.

*Proposed revisions:*                     The Federal Reserve proposes to revise its original burden estimates based on a reassessment of the burden hours associated with responding to the informational requirements of Regulation QQ and to guidance, feedback, and additional requests for information by the agencies as part of the iterative resolution planning process. The burden increase also is mitigated by the postponement of the                           ( print page 2985)                        July 2018 submission date for the resolution plans of the complex, domestic filers, which account for the largest percentage of overall burden hours.                

*Legal authorization and confidentiality:*                     This information collection is mandatory pursuant to section 165(d)(8) of the Dodd-Frank Act (Pub. L. 111-203, 124 Stat. 1376, 1426-1427), 12 U.S.C. 5365(d)(8), which requires the Board and the FDIC to jointly issue rules implementing the provisions of section 165(d) of the Dodd-Frank Act. The Board's Legal Division has determined that under section 112(d)(5)(A) of the Dodd-Frank Act, the Board and the FDIC “shall maintain the confidentiality of any data, information, and reports submitted under” Title I (which includes section 165(d), the authority this regulation is promulgated under) of the Dodd-Frank Act.                

                    The Board and the FDIC will assess the confidentiality of resolution plans and related material in accordance with FOIA and the Board's and the FDIC's implementing regulations (12 CFR part 261 (Board); 12 CFR part 309 (FDIC)). The Board and the FDIC expect that large portions of the submissions will contain or consist of “trade secrets and commercial or financial information obtained from a person and privileged or confidential” and information that is “contained in or related to examination, operating, or condition reports prepared by, on behalf of, or for the use of an agency responsible for the regulation or supervision of financial institutions.” This information is subject to withholding under exemptions 4 and 8 of the FOIA, 5 U.S.C. 552(b)(4) and 552(b)(8).[4]                                          The Board and the FDIC also recognize, however, that the regulation calls for the submission of details regarding covered companies that are publicly available or otherwise are not sensitive and should be made public. In order to address this, the regulation requires resolution plans to be divided into two portions: a public section and a confidential section.                

In addition to any responses to guidance from the Agencies, the public section of the resolution plan should consist of an executive summary of the resolution plan that describes the business of the covered company and includes, to the extent material to an understanding of the covered company: (i) The names of material entities; (ii) a description of core business lines; (iii) consolidated or segment financial information regarding assets, liabilities, capital and major funding sources; (iv) a description of derivative activities and hedging activities; (v) a list of memberships in material payment, clearing, and settlement systems; (vi) a description of foreign operations; (vii) the identities of material supervisory authorities; (viii) the identities of the principal officers; (ix) a description of the corporate governance structure and processes related to resolution planning; (x) a description of material management information systems; and (xi) a description, at a high level, of the covered company's resolution strategy, covering such items as the range of potential purchasers of the covered company, its material entities and core business lines.

While the information in the public section of a resolution plan should be sufficiently detailed to allow the public to understand the business of the covered company, such information can be high level in nature and based on publicly available information. The public section will be made available to the public exactly as submitted by the covered companies as soon as possible following receipt by the agencies. A covered company should submit a properly substantiated request for confidential treatment of any details in the confidential section that it believes are subject to withholding under exemption 4 of the FOIA. In addition, the Board and the FDIC will make formal exemption and segregability determinations if and when a plan is requested under the FOIA.

*Consultation outside the agency:*                     The Board consulted with FDIC staff regarding the revised burden estimate. In addition, to inform the Board's estimates, Board staff sought information from all respondents concerning each respondent's estimate of the burden associated with this collection. A total of 33 respondents provided burden information.                

Board of Governors of the Federal Reserve System, January 17, 2018.

Ann E. Misback,

Secretary of the Board.

# Footnotes

1.                             This includes any foreign bank or company that is, or is treated as, a bank holding company under section 8(a) of the International Banking Act of 1978, and that has $50 billion or more in total consolidated assets.                    
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2.                             This estimate captures the annual time that complex, domestic filers will spend complying with this collection, given that eight of these filers will only submit two resolution plans over the period covered by this notice. The estimate therefore represents two-thirds of the time these eight firms are estimated to spend on each resolution plan submission.                    
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3.                             This group currently consists of Bank of America Corporation; Bank of New York Mellon Corporation; Citigroup, Inc.; Goldman Sachs Group, Inc.; JPMorgan Chase & Co.; Morgan Stanley; State Street Corporation; and Wells Fargo & Company.                    
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4.                             Depending upon the circumstances of any specific FOIA request, other exemptions may also apply.                    
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[FR Doc. 2018-01046 Filed 1-19-18; 8:45 am]

 BILLING CODE 6210-01-P