THE OPTIONS CLEARING CORPORATION DISCLOSURE FRAMEWORK FOR FINANCIAL MARKET INFRASTRUCTURES © 2021 The Options Clearing Corporation Page 1 of 123 Responding Institution: The Options Clearing Corporation Jurisdiction in which the FMI Operates: United States Authority regulating, supervising or U.S. Securities and Exchange Commission overseeing the FMI: U.S. Commodity Futures Trading Commission Board of Governors of the Federal Reserve The date of this disclosure is June 10, 2021. This disclosure can also be found at: https://www.theocc.com/Risk-Management/PFMI- Disclosures. For further information, please contact [email protected]. © 2021 The Options Clearing Corporation Page 2 of 123 TABLE OF CONTENTS I. Executive Summary .....................................................................................................................4 II. Summary of Major Change Since Last Update .............................................................................4 III. General Background on OCC .......................................................................................................4 IV. Glossary of Terms and Abbreviations ...........................................................................................7 V. Principle-By-Principle Narrative Disclosure ..................................................................................9 Principle 1: Legal Basis; SEC Rule 17Ad-22(e)(1) .......................................................................10 Principle 2: Goverance; SEC Rule 17Ad-22(e)(2) ........................................................................15 Principle 3: Framework for the Comprehensive Management of Risk; SEC Rule 17Ad-22(e)(3) ...........................................................................................30 Principle 4: Credit Risk; SEC Rule 17Ad-22(e)(4) .......................................................................33 Principle 5: Collateral; SEC Rule 17Ad-22(e)(5) ..........................................................................44 Principle 6: Margin; SEC Rule 17Ad-22(e)(6) ..............................................................................52 Principle 7: Liquidity Risk; SEC Rule 17-Ad-22(e)(7) ................................................................... 61 Principle 8: Settlement Finality; SEC Rule 17Ad-22(e)(8) ............................................................69 Principle 9: Money Settlements; SEC Rule 17 Ad-22(e)(9) ..........................................................71 Principle 10: Physical Deliveries; SEC Rule 17Ad-22(e)(10) .........................................................75 Principle 11: Central Securities Depositories; SEC Rule 17Ad-22(e)(11) ....................................... 77 Principle 12: Exchange-of-Value Settlement Systems; SEC Rule 17Ad-22(e)(12) ......................... 78 Principle 13: Participant Default Rules and Procedures; SEC Rule 17Ad-22(e)(13) ...................... 80 Principle 14: Segregation and Portability; SEC Rule 17Ad-22(e)(14) ............................................. 84 Principle 15: General Business Risk; SEC Rule 17Ad-22(e)(15) ................................................... 88 Principle 16: Custody and Investment Risks; SEC Rule 17Ad-22(e)(16) ....................................... 92 Principle 17: Operational Risk; SEC Rule 17Ad-22(e)(17) .............................................................95 Principle 18: Access and Participation Requirements; SEC Rule 17Ad-22(e)(18) ....................... 101 Principle 19: Tiered Participation Arangements; SEC Rule 17Ad-22(e)(19) ................................. 105 Principle 20: FMI Links; SEC Rule 17Ad-22(e)(2) ....................................................................... 108 Principle 21: Efficiency and Effectiveness; SEC Rule 17Ad-22(e)(21) ......................................... 113 Principle 22: Communication Procedures and Standards; SEC Rule 17Ad-22(e)(22) .................. 117 Principle 23: Disclosure of Rules, Key Procedures and Market Data; SEC Rule 17Ad-22(e)(23) ....................................................................................... 119 Principle 24: Disclosure of Market Data by Trade Repositories ................................................... 122 VI. List of Publicly Available Resources .........................................................................................123 © 2021 The Options Clearing Corporation Page 3 of 123 I. EXECUTIVE SUMMARY The following disclosure constitutes the response of The Options Clearing Corporation, a Delaware corporation, to the Disclosure Framework for Financial Market Infrastructures developed by the Committee on Payments and Market Infrastructures and the Technical Committee of the International Settlements and the International Organization of Securities Commissions. This Disclosure Framework is updated following any material changes to OCC’s systems or environment or, at a minimum, every two years. This Disclosure Framework provides relevant information regarding the methods that OCC uses to manage the risks it faces as a central counterparty. In addition, this document facilitates OCC’s compliance with SEC 1 Rule 17Ad-22(e)(23). II. SUMMARY OF MAJOR CHANGES SINCE LAST UPDATE The primary changes to this disclosure since the last publication in March 2021 are: • Revising the discussion of the allocation of losses in Principle 4, Key Consideration 7 and Principle 13, Key Consideration 1 to reflect amendments to OCC’s Rules and Capital Management Policy that (i) established a persistent minimum level of OCC’s own resources that OCC shall contribute in the event of a member default to cover losses or liquidity shortfalls; and (ii) permit OCC to apply liquid net assets greater than 110% of target capital (“Early Warning”) to losses caused by the failure of a bank or other clearing organization. • Revising Principle 15, Key Consideration 5 to carry through use of the defined term “Early Warning.” III. GENERAL BACKGROUND ON OCC General Description of OCC OCC, founded in 1973, is the world’s largest equity derivatives clearing organization. OCC’s mission is to provide market participants with innovative risk management solutions and provide high quality and efficient clearing and settlement services for options, futures, and other financial transactions. OCC also values the important role it plays in educating investors and the public about the prudent use of options and futures markets. As a systemically important institution, OCC recognizes its critical role in promoting financial stability and integrity in every market it serves. OCC issues and clears U.S.-listed options and futures on a number of underlying financial assets including common stocks, currencies, and stock indices. OCC’s clearing membership consists of approximately 105 of the largest U.S. broker-dealers, U.S. FCMs, and Canadian securities firms representing both professional traders and public customers. OCC performs a guarantee function, which ensures the financial integrity of the markets in which it clears contracts. In its role as guarantor and central counterparty, OCC ensures that the obligations of the contracts it clears are fulfilled. Through a novation process, OCC becomes the buyer for every seller and the seller for every buyer, thus protecting clearing members from counterparty risk and allowing the settlement of trades 1 17 CFR 240.17Ad-22(e)(23). © 2021 The Options Clearing Corporation Page 4 of 123 in the event a clearing member fails to meet its obligations. OCC does not assume any guarantor role unless it has a precisely equal and offsetting claim against a clearing member. OCC’s obligations under the guarantee arise in the event a clearing member is unable to meet its obligations to OCC. Margin deposits and Clearing Fund deposits are required to collateralize clearing members’ obligations and thus support OCC’s guarantee. The Markets OCC Serves OCC is the sole clearing organization for all securities options exchanges in the United States. Additionally, OCC clears transactions in commodity futures products and security futures traded on several additional markets and acts as a central counterparty for stock loan transactions. A current list of the exchanges, trading markets and trade sources for which OCC provides 2 clearing services is found OCC’s website. Data on Services and Operations For the most recent data on OCC’s volume by product type, exposures to participants, operational reliability, and other key data please refer to the PFMI Quantitative Disclosure, found at the following link: https://www.theocc.com/Risk-Management/PFMI-Disclosures. Legal and Regulatory Framework OCC is owned equally by five of the options exchanges for which it provides clearing services.3 This ownership, along with a diverse clearing member, participant exchange, Public Director, and management presence on OCC’s Board, ensures a continuing commitment to servicing the needs of OCC’s participant exchanges, clearing members, and their customers. OCC’s Board sets clearing fees based upon the current funding needs of OCC. OCC’s Rules set forth its governance structure. The oversight of OCC’s business and affairs is vested in its Board. The Board’s composition is intended to provide accountability to all relevant stakeholders. The Board maintains six Committees – the Audit Committee, the Compensation and Performance Committee, the Governance and Nominating Committee, the Regulatory Committee, the Risk Committee, and the Technology Committee,