THE DEPOSITORY TRUST COMPANY Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures December 2020 ADVANCING FINANCIAL MARKETS. TOGETHER.TM DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures Responding Institution: The Depository Trust Company (“DTC”) Jurisdiction: State of New York, United States of America Authorities: U.S. Securities and Exchange Commission; Federal Reserve Bank of New York; New York State Department of Financial Services Except as noted in Section II, the information provided in this Disclosure Framework is accurate as of December 31, 2020; financial information and certain other data are provided as of the dates specified. This Disclosure Framework can also be found at www.dtcc.com. For further information, please contact [email protected]. Page 2 DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures Table of Contents Executive Summary ......................................................................................................................... 5 Summary of Major Changes since the Last Update of the Disclosure ............................................ 6 General Background of DTC and Key Metrics ............................................................................... 7 Principle-by-Principle and Standard-by-Standard Summary Narrative Disclosure ....................... 14 Principle 1: Legal basis; CCAS 17Ad-22(e)(1) ..................................................................... 14 Principle 2: Governance; CCAS 17Ad-22(e)(2) .................................................................... 25 Principle 3: Framework for the comprehensive management of risks; CCAS 17Ad- 22(e)(3) ..................................................................................................................... 34 Principle 4: Credit risk; CCAS 17Ad-22(e)(4) ...................................................................... 44 Principle 5: Collateral; CCAS 17Ad-22(e)(5) ........................................................................ 52 Principle 6: Margin; CCAS 17Ad-22(e)(6) ............................................................................ 56 Principle 7: Liquidity risk; CCAS 17Ad-22(e)(7).................................................................. 58 Principle 8: Settlement finality; CCAS 17Ad-22(e)(8) .......................................................... 66 Principle 9: Money settlements; CCAS 17Ad-22(e)(9) ......................................................... 69 Principle 10: Physical deliveries; CCAS 17Ad-22(e)(10) ..................................................... 73 Principle 11: Central securities depositories; CCAS 17Ad-22(e)(11) ................................... 75 Principle 12: Exchange-of-value settlement systems; CCAS 17Ad-22(e)(12) ...................... 80 Principle 13: Participant-default rules and procedures; CCAS 17Ad-22(e)(13) .................... 82 Principle 14: Segregation and portability; CCAS 17Ad-22(e)(14) ........................................ 87 Principle 15: General business risk; CCAS 17Ad-22(e)(15) ................................................. 88 Principle 16: Custody and investment risks; CCAS 17Ad-22(e)(16) .................................... 93 Principle 17: Operational risk; CCAS 17Ad-22(e)(17).......................................................... 96 Principle 18: Access and participation requirements; CCAS 17Ad-22(e)(18) .................... 107 Principle 19: Tiered participation arrangements; CCAS 17Ad-22(e)(19) ........................... 112 Principle 20: FMI links; CCAS 17Ad-22(e)(20) ................................................................. 115 Principle 21: Efficiency and effectiveness; CCAS 17Ad-22(e)(21) .................................... 122 Principle 22: Communication procedures and standards; CCAS 17Ad-22(e)(22) .............. 125 Principle 23: Disclosure of rules, key procedures, and market data; CCAS 17Ad- 22(e)(23) ................................................................................................................. 126 Principle 24: Disclosure of market data by trade repositories.............................................. 130 Page 3 DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures Definitions of Key Terms and Abbreviations .............................................................................. 131 Additional Publicly Available Resources .................................................................................... 135 Page 4 DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures Executive Summary The Committee on Payments and Market Infrastructures and the Technical Committee of the International Organization of Securities Commissions (collectively, “CPMI-IOSCO”) recognize that financial market infrastructures (“FMIs”), which include central securities depositories (“CSDs”), securities settlement systems, central counterparties (“CCPs”), payment systems and trade repositories, each play a critical role in the financial system and the broader economy. FMIs facilitate clearing, settling, and recording of monetary and other financial transactions. A CSD, such as The Depository Trust Company (“DTC”), provides a central location in which securities may be immobilized, or through which securities may be dematerialized, and interests in those securities reflected in accounts maintained for members. DTC also provides for the settlement of book-entry transfer and pledge of interests in eligible deposited securities and net funds settlement. A financially strong and well-managed, well-designed CSD, with appropriate risk management arrangements, can reduce the risk faced by participants, contributing to the goal of systemic financial stability. CPMI-IOSCO has recognized that, while properly managed FMIs contribute to maintaining and promoting financial stability and economic growth, they also have the potential to concentrate risk. Therefore, it is important that FMIs, such as DTC, have effective risk controls and adequate financial resources. CPMI-IOSCO’s 2012 report on the Principles for financial market infrastructures (the “FMI Principles”) contains 24 FMI Principles covering the major types of risks faced by FMIs. One key objective of the FMI Principles is to encourage clear and comprehensive disclosure by FMIs, through a public “Disclosure Framework” that explains how their businesses and operations reflect each of the applicable FMI Principles. The U.S. Securities and Exchange Commission (“SEC”), in Rule 17Ad-22(e)(23), has adopted a similar approach to disclosure by covered clearing agencies.1 This Disclosure Framework covers DTC, a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”), which provides CSD services with respect to securities transactions in the U.S. in types of eligible securities including, among others, equities, warrants, rights, corporate debt and notes, municipal bonds, government securities, asset-backed securities, depositary receipts and money market instruments (“MMIs”). DTC is a limited purpose trust company, formed under the Banking Law of New York State and supervised by the New York State Department of Financial Services (“NYSDFS”), a State member bank of the Federal Reserve System (“FRS”) subject to examination by the Federal Reserve Bank of New York (“FRBNY”) under delegated authority from the Board of Governors (the “FRB”) of the FRS, and a clearing agency registered with, and under the supervision of, the SEC. In July 2012, DTC was designated as a systemically important financial market utility (a “SIFMU”) under Title VIII of the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”); and it is a “covered clearing agency” under the SEC’s Standards for Covered Clearing Agencies.2 This Disclosure Framework is intended to provide relevant disclosure to DTC’s stakeholders, including its participants and indirect users, on DTC’s key services and the methods it uses to manage the risks to itself and others of providing these services. In addition, this document facilitates DTC’s compliance with CCAS 17Ad-22(e)(23). 1 17CFR 240.17Ad-22(e)(23). 2 See Standards for Covered Clearing Agencies, Exchange Act Release No. 78961 (September 28, 2016), 81 FR 70786 (October 13, 2016) (hereinafter, the “Covered Clearing Agency Standards” or “CCAS,” and when referring to a specific rule, “CCAS 17Ad-22(e)….” Page 5 DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures Summary of Major Changes since the Last Update of the Disclosure This Disclosure Framework has been comprehensively updated as of December 31, 2020, and has been published in adherence with CPMI-IOSCO’s recommendation for FMIs to review and update the Disclosure Framework every two years at a minimum and the SEC’s requirement in CCAS 17Ad-22(e)(23). Page 6 DTCC Public (White) THE DEPOSITORY TRUST COMPANY: Disclosure Framework for Covered Clearing Agencies and Financial Market Infrastructures General Background of DTC and Key Metrics A. General Description of DTC and Organization DTC was organized in 1973 in response to the “paperwork crisis” of the late 1960s and