(a) In general.
(1) Domestic covered companies. A full resolution
plan of a covered company that is organized or incorporated in the
United States shall include the information specified in paragraphs
(b) through (h) of this section with respect to the subsidiaries and
operations that are domiciled in the United States as well as the
foreign subsidiaries, offices, and operations of the covered company.
(2) Foreign-based
covered companies. A full resolution plan of a covered company
that is organized or incorporated in a jurisdiction other than the
United States (other than a bank holding company) or that is a foreign
banking organization shall include:
(i) The information specified in paragraphs
(b) through (h) of this section with respect to the subsidiaries,
branches and agencies, and identified critical operations and core
business lines, as applicable, that are domiciled in the United States
or conducted in whole or material part in the United States. With
respect to the information specified in paragraph (g) of this section,
the resolution plan of a foreign-based covered company shall also
identify, describe in detail, and map to legal entity the interconnections
and interdependencies among the U.S. subsidiaries, branches, and agencies,
and between those entities and:
(A) The identified critical operations and
core business lines of the foreign-based covered company; and
(B) Any foreign-based affiliate; and
(ii) A detailed explanation of how
resolution planning for the subsidiaries, branches and agencies, and
identified critical operations and core business lines of the foreign-based
covered company that are domiciled in the United States or conducted
in whole or material part in the United States is integrated into
the foreign-based covered company’s overall resolution or other contingency
planning process.
(b) Executive summary. Each full resolution
plan of a covered company shall include an executive summary describing:
(1) The key elements of the
covered company’s strategic plan for rapid and orderly resolution
in the event of material financial distress at or failure of the covered
company;
(2) A description of each
material change experienced by the covered company since the filing
of the covered company’s previously submitted resolution plan (or
affirmation that no such material change has occurred);
(3) Changes to the covered company’s previously
submitted resolution plan resulting from any:
(i) Change in law or regulation;
(ii) Guidance or feedback from
the Board and the Corporation; or
(iii) Material change described pursuant to paragraph (b)(2) of this
section; and
(4) Any
actions taken by the covered company since filing of the previous
resolution plan to improve the effectiveness of the covered company’s
resolution plan or remediate or otherwise mitigate any material weaknesses
or impediments to effective and timely execution of the resolution
plan.
(c) Strategic analysis. Each full resolution plan shall include a strategic analysis describing
the covered company’s plan for rapid and orderly resolution in the
event of material financial distress or failure of the covered company.
Such analysis shall:
(1)
Include detailed descriptions of the:
(i) Key assumptions and supporting analysis
underlying the covered company’s resolution plan, including any assumptions
made concerning the economic or financial conditions that would be
present at the time the covered company sought to implement such plan;
(ii) Range of specific actions
to be taken by the covered company to facilitate a rapid
and orderly resolution of the covered company, its material entities,
and its identified critical operations and core business lines in
the event of material financial distress or failure of the covered
company;
(iii) Funding, liquidity
and capital needs of, and resources available to, the covered company
and its material entities, which shall be mapped to its identified
critical operations and core business lines, in the ordinary course
of business and in the event of material financial distress at or
failure of the covered company;
(iv) Covered company’s strategy for maintaining operations of, and
funding for, the covered company and its material entities, which
shall be mapped to its identified critical operations and core business
lines;
(v) Covered company’s
strategy in the event of a failure or discontinuation of a material
entity, core business line or identified critical operation, and the
actions that will be taken by the covered company to prevent or mitigate
any adverse effects of such failure or discontinuation on the financial
stability of the United States; provided, however, if any such material
entity is subject to an insolvency regime other than the Bankruptcy
Code, a covered company may exclude that entity from its strategic
analysis unless that entity either has $50 billion or more in total
assets or conducts an identified critical operation; and
(vi) Covered company’s strategy for
ensuring that any insured depository institution subsidiary of the
covered company will be adequately protected from risks arising from
the activities of any nonbank subsidiaries of the covered company
(other than those that are subsidiaries of an insured depository institution);
(2) Identify the time
period(s) the covered company expects would be needed for the covered
company to successfully execute each material aspect and step of the
covered company’s plan;
(3) Identify
and describe any potential material weaknesses or impediments to effective
and timely execution of the covered company’s plan;
(4) Discuss the actions and steps the covered
company has taken or proposes to take to remediate or otherwise mitigate
the weaknesses or impediments identified by the covered company, including
a timeline for the remedial or other mitigatory action; and
(5) Provide a detailed description of the
processes the covered company employs for:
(i) Determining the current market values
and marketability of the core business lines, identified critical
operations, and material asset holdings of the covered company;
(ii) Assessing the feasibility
of the covered company’s plans (including timeframes) for executing
any sales, divestitures, restructurings, recapitalizations, or other
similar actions contemplated in the covered company’s resolution plan;
and
(iii) Assessing the impact
of any sales, divestitures, restructurings, recapitalizations, or
other similar actions on the value, funding, and operations of the
covered company, its material entities, identified critical operations
and core business lines.
(d) Corporate governance relating to resolution
planning. Each full resolution plan shall:
(1) Include a detailed description of:
(i) How resolution
planning is integrated into the corporate governance structure and
processes of the covered company;
(ii) The covered company’s policies, procedures, and internal controls
governing preparation and approval of the covered company’s resolution
plan;
(iii) The identity and
position of the senior management official(s) of the covered company
that is primarily responsible for overseeing the development, maintenance,
implementation, and filing of the covered company’s resolution plan
and for the covered company’s compliance with this part; and
(iv) The nature, extent, and frequency
of reporting to senior executive officers and the board of directors
of the covered company regarding the development, maintenance, and
implementation of the covered company’s resolution plan;
(2) Describe the nature, extent, and
results of any contingency planning or similar exercise conducted
by the covered company since the date of the covered company’s most
recently filed resolution plan to assess the viability of or improve
the resolution plan of the covered company; and
(3) Identify and describe the relevant
risk measures used by the covered company to report credit risk exposures
both internally to its senior management and board of directors, as
well as any relevant risk measures reported externally to investors
or to the covered company’s appropriate Federal regulator.
(e) Organizational structure and related
information. Each full resolution plan shall:
(1) Provide a detailed description of the
covered company’s organizational structure, including:
(i) A hierarchical list of all material
entities within the covered company’s organization (including legal
entities that directly or indirectly hold such material entities)
that:
(A) Identifies
the direct holder and the percentage of voting and nonvoting equity
of each legal entity and foreign office listed; and
(B) The location, jurisdiction of incorporation,
licensing, and key management associated with each material legal
entity and foreign office identified;
(ii) A mapping of the covered company’s
identified critical operations and core business lines, including
material asset holdings and liabilities related to such identified
critical operations and core business lines, to material entities;
(2) Provide an unconsolidated
balance sheet for the covered company and a consolidating schedule
for all material entities that are subject to consolidation by the
covered company;
(3) Include a description
of the material components of the liabilities of the covered company,
its material entities, identified critical operations and core business
lines that, at a minimum, separately identifies types and amounts
of the short-term and long-term liabilities, the secured and unsecured
liabilities, and subordinated liabilities;
(4) Identify and describe the processes
used by the covered company to:
(i) Determine to whom the covered company
has pledged collateral;
(ii)
Identify the person or entity that holds such collateral; and
(iii) Identify the jurisdiction in which
the collateral is located, and, if different, the jurisdiction in
which the security interest in the collateral is enforceable against
the covered company;
(5) Describe any material off-balance sheet exposures (including
guarantees and contractual obligations) of the covered company and
its material entities, including a mapping to its identified critical
operations and core business lines;
(6) Describe the practices of the covered company, its material entities
and its core business lines related to the booking of trading and
derivatives activities;
(7) Identify
material hedges of the covered company, its material entities, and
its core business lines related to trading and derivative activities,
including a mapping to legal entity;
(8) Describe the hedging strategies of the covered company;
(9) Describe the process undertaken by
the covered company to establish exposure limits;
(10) Identify the major counterparties
of the covered company and describe the interconnections, interdependencies
and relationships with such major counterparties;
(11) Analyze whether the failure of each
major counterparty would likely have an adverse impact on or result
in the material financial distress or failure of the covered company;
and
(12) Identify each trading,
payment, clearing, or settlement system of which the covered company,
directly or indirectly, is a member and on which the covered company conducts
a material number or value amount of trades or transactions. Map membership
in each such system to the covered company’s material entities, identified
critical operations and core business lines.
(f) Management information systems.
(1) Each full resolution plan shall
include:
(i) A detailed
inventory and description of the key management information systems
and applications, including systems and applications for risk management,
accounting, and financial and regulatory reporting, used by the covered
company and its material entities. The description of each system
or application provided shall identify the legal owner or licensor,
the use or function of the system or application, service level agreements
related thereto, any software and system licenses, and any intellectual
property associated therewith;
(ii) A mapping of the key management information systems and applications
to the material entities, identified critical operations and core
business lines of the covered company that use or rely on such systems
and applications;
(iii) An identification
of the scope, content, and frequency of the key internal reports that
senior management of the covered company, its material entities, identified
critical operations and core business lines use to monitor the financial
health, risks, and operation of the covered company, its material
entities, identified critical operations and core business lines;
(iv) A description of the process
for the appropriate supervisory or regulatory agencies to access the
management information systems and applications identified in paragraph
(f) of this section; and
(v)
A description and analysis of:
(A) The capabilities of the covered company’s
management information systems to collect, maintain, and report, in
a timely manner to management of the covered company, and to the Board,
the information and data underlying the resolution plan; and
(B) Any gaps or weaknesses in such capabilities,
and a description of the actions the covered company intends to take
to promptly address such gaps, or weaknesses, and the time frame for
implementing such actions.
(2) The Board will use its examination
authority to review the demonstrated capabilities of each covered
company to satisfy the requirements of paragraph (f)(1)(v) of this
section. The Board will share with the Corporation information regarding
the capabilities of the covered company to collect, maintain, and
report in a timely manner information and data underlying the resolution
plan.
(g) Interconnections
and interdependencies. To the extent not provided elsewhere in
this part, each full resolution plan shall identify and map to the
material entities the interconnections and interdependencies among
the covered company and its material entities, and among the identified
critical operations and core business lines of the covered company
that, if disrupted, would materially affect the funding or operations
of the covered company, its material entities, or its identified critical
operations or core business lines. Such interconnections and interdependencies
may include:
(1) Common
or shared personnel, facilities, or systems (including information
technology platforms, management information systems, risk management
systems, and accounting and recordkeeping systems);
(2) Capital, funding, or liquidity arrangements;
(3) Existing or contingent credit
exposures;
(4) Cross-guarantee arrangements,
cross-collateral arrangements, cross-default provisions, and cross-affiliate
netting agreements;
(5) Risk transfers;
and
(6) Service level agreements.
(h) Supervisory and regulatory
information. Each full resolution plan shall:
(1) Identify any:
(i) Federal, state, or foreign agency
or authority (other than a Federal banking agency) with supervisory authority
or responsibility for ensuring the safety and soundness of the covered
company, its material entities, identified critical operations and
core business lines; and
(ii)
Other Federal, state, or foreign agency or authority (other than a
Federal banking agency) with significant supervisory or regulatory
authority over the covered company, and its material entities and
identified critical operations and core business lines.
(2) Identify any foreign agency or
authority responsible for resolving a foreign-based material entity
and identified critical operations or core business lines of the covered
company; and
(3) Include contact
information for each agency identified in paragraphs (h)(1) and (2)
of this section.
