As used in this part and in
the forms under this part, the following definitions apply, unless
the context otherwise requires:
(a) Affiliate means any person or company which
controls, is controlled by or is under common control with a person,
savings association or company.
(b) Bank means any national bank, state bank,
state-chartered savings bank, cooperative bank, or industrial bank,
the deposits of which are insured by the Deposit Insurance Fund.
(c) Bank holding company has the meaning found in the Board’s Regulation Y (12 CFR 225.2(c)).
(d) Company means
any corporation, partnership, trust, association, joint venture, pool,
syndicate, unincorporated organization, joint-stock company or similar
organization, as defined in paragraph (o) of this section; but a company
does not include:
(1) The Federal Deposit Insurance Corporation,
the Resolution Trust Corporation, or any Federal Home Loan Bank, or
(2) Any company the majority
of shares of which is owned by:
(i) The United States or
any State,
(ii)
An officer of the United States or any State in his or her official
capacity, or
(iii)
An instrumentality of the United States or any State.
(e) A person shall be deemed to have control of:
(1) A savings association
if the person directly or indirectly or acting in concert with one
or more other persons, or through one or more subsidiaries, owns,
controls, or holds with power to vote, or holds proxies representing,
more than 25 percent of the voting shares of such savings association,
or controls in any manner the election of a majority of the directors
of such association;
(2) Any other company if the person directly
or indirectly or acting in concert with one or more other persons,
or through one or more subsidiaries, owns, controls, or holds with
power to vote, or holds proxies representing, more than 25 percent
of the voting shares or rights of such other company, or controls
in any manner the election or appointment of a majority of the directors
or trustees of such other company, or is a general partner in or has
contributed more than 25 percent of the capital of such other company;
(3) A trust if the person
is a trustee thereof;
(4) A company if the Board determines, after reasonable notice and
opportunity for hearing, that such person directly or indirectly exercises
a controlling influence over the management or policies of such association
or other company; or
(5) Voting securities or assets owned, controlled, or held, directly
or indirectly:
(i) By the company, or by any subsidiary
of the company;
(ii)
That the company has power to vote or to dispose of;
(iii) In a fiduciary capacity for the
benefit of the company or any of its subsidiaries;
(iv) In a fiduciary capacity (including
by pension and profit-sharing trusts) for the benefit of the shareholders,
members, or employees (or individuals serving in similar capacities)
of the company or any of its subsidiaries; or
(v) According to the standards under
section 238.9 of this part.
(f) Director means any director of a corporation or any individual
who performs similar functions in respect of any company, including
a trustee under a trust.
(g) Management official means any president, chief executive officer, chief operating officer,
vice president, director, partner, or trustee, or any other person
who performs or has a representative or nominee performing similar
policymaking functions, including executive officers of principal
business units or divisions or subsidiaries who perform policymaking
functions, for a savings association or a company, whether or not
incorporated.
(h) Multiple savings and loan
holding company means any savings and loan holding company which
directly or indirectly controls two or more savings associations.
(i) Officer means the chairman of the board,
president, vice president, treasurer, secretary, or comptroller of
any company, or any other person who participates in its major policy
decisions.
(j) Person includes an individual,
bank, corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization,
or any other form of entity.
(k) Qualified thrift
lender means a financial institution that meets the appropriate
qualified thrift lender test set forth in 12 U.S.C. 1467a(m).
(l) Savings association means a Federal
savings and loan association or a Federal savings bank chartered under
section 5 of the Home Owners’ Loan Act, a building and loan, savings
and loan or homestead association or a cooperative bank (other than
a cooperative bank described in 12 U.S.C. 1813(a)(2)) the deposits
of which are insured by the Federal Deposit Insurance Corporation,
and any corporation (other than a bank) the deposits of which are
insured by the Federal Deposit Insurance Corporation that the Office
of the Comptroller of the Currency and the Federal Deposit Insurance
Corporation jointly determine to be operating in substantially the
same manner as a savings association, and shall include any savings
bank or any cooperative bank which is deemed by the Office of the
Comptroller of the Currency to be a savings association under 12 U.S.C.
1467a(1).
(m) Savings and loan holding company means any company (including a savings association) that directly
or indirectly controls a savings association, but does not include:
(1) Any company by virtue of its ownership or
control of voting stock of a savings association acquired in connection
with the underwriting of securities if such stock is held only for
such period of time (not exceeding 120 days unless extended by the
Board) as will permit the sale thereof on a reasonable basis;
(2) Any trust (other than a
pension, profit-sharing, stockholders’, voting, or business trust)
which controls a savings association if such trust by its terms must
terminate within 25 years or not later than 21 years and 10 months
after the death of individuals living on the effective date of the
trust, and:
(i) Was in existence and in control
of a savings association on June 26, 1967, or
(ii) Is a testamentary trust;
(3) A bank holding company
that is registered under, and subject to, the Bank Holding Company
Act of 1956, or any company directly or indirectly controlled by such
company (other than a savings association);
(4) A company that controls a savings association
that functions solely in a trust or fiduciary capacity as provided
in section 2(c)(2)(D) of the Bank Holding Company Act; or
(5) A company described in
section 10(c)(9)(C) of HOLA solely by virtue of such company’s control
of an intermediate holding company established under section 10A of
the Home Owners’ Loan Act.
(n) Shareholder.
(1) Controlling
shareholder means a person that owns or control, directly or
indirectly, more than 25 percent of any class of voting securities
of a savings association or other company.
(2) Principal
shareholder means a person that owns or controls, directly or
indirectly, 10 percent or more of any class of voting securities of
a savings association or other company, or any person that the Board
determines has the power, directly or indirectly, to exercise a controlling
influence over the management or policies of a savings association
or other company.
(o) Stock means common or preferred stock,
general or limited partnership shares or interests, or similar interests.
(p) Subsidiary means
any company which is owned or controlled directly or indirectly by
a person, and includes any service corporation owned in whole or in
part by a savings association, or a subsidiary of such service corporation.
(q) Uninsured institution means any financial institution the deposits of which are not insured
by the Federal Deposit Insurance Corporation.
(r) (1) Voting securities means shares of common or preferred stock,
general or limited partnership shares or interests, or similar interests
if the shares or interest, by statute, charter, or in any manner,
entitle the holder:
(i) To vote for or to select directors,
trustees, or partners (or persons exercising similar functions of
the issuing company); or
(ii) To vote on or to direct the conduct
of the operations or other significant policies of the issuing company.
(2) Nonvoting securities. Common shares, preferred
shares, limited partnership interests, limited liability company interests,
or similar interests are not voting securities if:
(i) Any voting
rights associated with the securities are limited solely to the type
customarily provided by statute with regard to matters that would
significantly and adversely affect the rights or preference of the
security, such as the issuance of additional amounts or classes of
senior securities, the modification of the terms of the security,
the dissolution of the issuing company, or the payment of dividends
by the issuing company when preferred dividends are in arrears;
(ii) The securities
represent an essentially passive investment or financing device and
do not otherwise provide the holder with control over the issuing
company; and
(iii)
The securities do not entitle the holder, by statute, charter, or
in any manner, to select or to vote for the selection of directors,
trustees, or partners (or persons exercising similar functions) of
the issuing company; except that limited partnership interests or
membership interests in limited liability companies are not voting
securities due to voting rights that are limited solely to voting
for the removal of a general partner or managing member (or persons
exercising similar functions at the company) for cause, to replace
a general partner or managing member (or persons exercising similar
functions at the company) due to incapacitation or following the removal
of such person, or to continue or dissolve the company after removal
of the general partner or managing member (or persons exercising similar
functions at the company).
(3) Class of
voting shares. Shares of stock issued by a single issuer are
deemed to be the same class of voting shares, regardless of differences
in dividend rights or liquidation preference, if the shares are voted
together as a single class on all matters for which the shares have
voting rights other than matters described in paragraph (r)(2)(i)
of this section that affect solely the rights or preferences of the
shares.
(s) Well capitalized.
(1) A savings and loan holding company
is well capitalized if:
(i) Each of the savings and loan holding
company’s depository institutions is well capitalized; and
(ii) The savings and loan
holding company is not subject to any written agreement, order, capital
directive, or prompt corrective action directive issued by the Board
to meet and maintain a specific capital level for any capital measure.
(2) In the
case of a savings association, “well capitalized” takes the meaning
provided in section 225.2(r)(2) of this chapter.
(t) Well managed. The
term “well managed” takes the meaning provided in section 225.2(s)
of this chapter except that a “satisfactory rating for management”
refers to a management rating, if such rating is given, or otherwise
a risk-management rating, if such rating is given.
(u) Depository institution. For purposes
of this part, the term “depository institution” has the same meaning
as in section 3(c) of Federal Deposit Insurance Act (12 U.S.C. 1813(c)).
(v) Applicable accounting standards means
GAAP, international financial reporting standards, or such other accounting
standards that a company uses in the ordinary course of its business
in preparing its consolidated financial statements.
(w) Average cross-jurisdictional activity means the average
of cross-jurisdictional activity for the four most recent calendar
quarters or, if the banking organization has not reported cross-jurisdictional
activity for each of the four most recent calendar quarters, the cross-jurisdictional
activity for the most recent calendar quarter or average of the most
recent calendar quarters, as applicable.
(x) Average off-balance sheet exposure means the average of off-balance
sheet exposure for the four most recent calendar quarters or, if the
banking organization has not reported total exposure and total consolidated
assets for each of the four most recent calendar quarters, the off-balance
sheet exposure for the most recent calendar quarter or average of
the most recent quarters, as applicable.
(y) Average total consolidated assets means the average of total
consolidated assets for the four most recent calendar quarters or,
if the banking organization has not reported total consolidated assets
for each of the four most recent calendar quarters, the total consolidated
assets for the most recent calendar quarter or average of the most
recent calendar quarters, as applicable.
(z) Average total nonbank assets means the average of total nonbank
assets for the four most recent calendar quarters or, if the banking
organization has not reported total nonbank assets for each of the
four most recent calendar quarters, the total nonbank assets for the
most recent calendar quarter or average of the most recent calendar
quarters, as applicable.
(aa) Average weighted
short-term wholesale funding means the average of weighted short-term
wholesale funding for each of the four most recent calendar quarters
or, if the banking organization has not reported weighted short-term
wholesale funding for each of the four most recent calendar quarters,
the weighted short-term wholesale funding for the most recent quarter
or average of the most recent calendar quarters, as applicable.
(bb) Banking organization. Banking organization
means a covered savings and loan holding company that is:
(1) Incorporated in or organized under
the laws of the United States or any State; and
(2) Not a consolidated subsidiary of a
covered savings and loan holding company that is incorporated in or
organized under the laws of the United States or any State.
(cc) Category II savings and loan holding company means a covered savings and loan holding company identified as a
Category II banking organization pursuant to section 238.10.
(dd) Category III savings and loan holding company means a covered savings and loan holding company identified as a
Category III banking organization pursuant to section 238.10.
(ee) Category IV savings and loan holding company means a covered savings and loan holding company identified as a
Category IV banking organization pursuant to section 238.10.
(ff) Covered savings and loan holding company means
a savings and loan holding company other than:
(1) A top-tier savings and loan holding
company that is:
(i) A grandfathered unitary savings
and loan holding company as defined in section 10(c)(9)(C) of the
Home Owners’ Loan Act (12 U.S.C. 1461 et seq.); and
(ii) As of June 30 of the
previous calendar year, derived 50 percent or more of its total consolidated
assets or 50 percent of its total revenues on an enterprise-wide basis
(as calculated under GAAP) from activities that are not financial
in nature under section 4(k) of the Bank Holding Company Act (12 U.S.C.
1843(k));
(2) A top-tier depository institution holding company that is an
insurance underwriting company; or
(3) (i) A top-tier
depository institution holding company that, as of June 30 of the
previous calendar year, held 25 percent or more of its total consolidated
assets in subsidiaries that are insurance underwriting companies (other
than assets associated with insurance for credit risk); and
(ii) For purposes of paragraph
(ff)(3)(i) of this section, the company must calculate its total consolidated
assets in accordance with GAAP, or if the company does not calculate
its total consolidated assets under GAAP for any regulatory purpose
(including compliance with applicable securities laws), the company
may estimate its total consolidated assets, subject to review and
adjustment by the Board of Governors of the Federal Reserve System.
(gg) Cross-jurisdictional activity. The cross-jurisdictional activity
of a banking organization is equal to the cross-jurisdictional activity
of the banking organization as reported on the FR Y-15.
(hh) Foreign banking organization has the same
meaning as in section 211.21(o) of this chapter.
(ii) FR Y-9C means the Consolidated Financial Statements for
Holding Companies reporting form.
(jj) FR Y-9LP means the Parent Company Only Financial Statements of Large Holding
Companies.
(kk) FR Y-15 means the Systemic
Risk Report.
(ll) GAAP means generally
accepted accounting principles as used in the United States.
(mm) Off-balance sheet exposure. The off-balance sheet exposure of a banking organization is equal
to:
(1) The total exposure of
the banking organization, as reported by the banking organization
on the FR Y-15; minus
(2) The total consolidated assets of the
banking organization for the same calendar quarter.
(nn) State means any state, commonwealth,
territory, or possession of the United States, the District of Columbia,
the Commonwealth of Puerto Rico, the Commonwealth of the Northern
Mariana Islands, American Samoa, Guam, or the United States Virgin
Islands.
(oo) Total
consolidated assets. Total consolidated assets of a banking organization
are equal to its total consolidated assets calculated based on the
average of the balances as of the close of business for each day for
the calendar quarter or an average of the balances as of the close of
business on each Wednesday during the calendar quarter, as reported
on the FR Y-9C.
(pp) Total nonbank assets. Total nonbank assets of a banking organization
is equal to the total nonbank assets of such banking organization,
as reported on the FR Y-9LP.
(qq) U.S. government
agency means an agency or instrumentality of the United States
whose obligations are fully and explicitly guaranteed as to the timely
payment of principal and interest by the full faith and credit of
the United States.
(rr) U.S. government-sponsored
enterprise means an entity originally established or chartered
by the U.S. government to serve public purposes specified by the U.S.
Congress, but whose obligations are not explicitly guaranteed by the
full faith and credit of the United States.
(ss) Weighted short-term wholesale funding is equal to the weighted
short-term wholesale funding of a banking organization, as reported
on the FR Y-15.
(tt) Voting percentage. For purposes of this part, the percentage
of a class of a company’s voting securities controlled by a person
is the greater of:
(1) The quotient, expressed as a percentage,
of the number of shares of the class of voting securities controlled
by the person, divided by the number of shares of the class of voting
securities that are issued and outstanding, both as adjusted by section
238.9 of this part; and
(2) The quotient, expressed as a percentage, of the number of votes
that may be cast by the person on the voting securities controlled
by the person, divided by the total votes that are legally entitled
to be cast by the issued and outstanding shares of the class of voting
securities, both as adjusted by section 238.9 of this part.
