208.77—Definitions.
The following definitions shall apply for purposes of this subpart:
(a) Affiliate, Company, Control, and Subsidiary.
The terms “affiliate”, “company”, “control”, and “subsidiary” have the meanings given those terms in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841 ).
(b) Appropriate Federal Banking Agency, Depository Institution, Insured Bank and Insured Depository Institution.
The terms “appropriate Federal banking agency”, “depository institution”, “insured bank” and “insured depository institution” have the meanings given those terms in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813 ).
(c) Capital-related definitions.
(1)
The terms “Tier 1 capital”, “tangible equity”, “risk-weighted assets” and “total assets” have the meanings given those terms in § 208.41 of this part.
(2)
The terms “Tier 2 capital” and “average total assets” have the meanings given those terms in appendix A and appendix B of this part, respectively.
(d) Eligible Debt.
The term “eligible debt” means unsecured debt with an initial maturity of more than 360 days that:
(1)
Is not supported by any form of credit enhancement, including a guarantee or standby letter of credit; and
(2)
Is not held in whole or in any significant part by any affiliate, officer, director, principal shareholder, or employee of the bank or any other person acting on behalf of or with funds from the bank or an affiliate of the bank.
(e) Financial Subsidiary—
(1) In general.
The term “financial subsidiary” means any company that is controlled by one or more insured depository institutions other than:
(i)
A subsidiary that engages only in activities that the state member bank is permitted to engage in directly and that are conducted on the same terms and conditions that govern the conduct of the activities by the state member bank; or
(ii)
A subsidiary that the state member bank is specifically authorized by the express terms of a Federal statute (other than section 9 of the Federal Reserve Act (12 U.S.C. 335 )), and not by implication or interpretation, to control, such as by section 25 or 25A of the Federal Reserve Act (12 U.S.C. 601-604a, 611-631) or the Bank Service Company Act (12 U.S.C. 1861
et seq. ).
(2) Subsidiaries of financial subsidiaries.
A financial subsidiary includes any company that is directly or indirectly controlled by the financial subsidiary.
(f) Long-term Issuer Credit Rating.
The term “long-term issuer credit rating” means a written opinion issued by a nationally recognized statistical rating organization of the bank's overall capacity and willingness to pay on a timely basis its unsecured, dollar-denominated financial obligations maturing in not less than one year.
(g) Well Capitalized—
(1) Insured depository institutions.
An insured depository institution is “well capitalized” if it has and maintains at least the capital levels required to be well capitalized under the capital adequacy regulations or guidelines adopted by the institution's appropriate Federal banking agency under section 38 of the Federal Deposit Insurance Act (12 U.S.C. 1831o ).
(2) Uninsured depository institutions.
A depository institution the deposits of which are not insured by the Federal Deposit Insurance Corporation is “well capitalized” if the institution has and maintains at least the capital levels required for an insured depository institution to be well capitalized.
(i)
Unless otherwise determined in writing by the appropriate Federal banking agency, the institution has received a composite rating of 1 or 2 under the Uniform Financial Institutions Rating System (or an equivalent rating under an equivalent rating system) and at least a rating of 2 for management (if such rating is given) in connection with its most recent examination or subsequent review by the institution's appropriate Federal banking agency (or the appropriate state banking agency in an examination described in section 10(d) of the Federal Deposit Insurance Act (12 U.S.C. 1820(d) ); or
(ii)
In the case of any depository institution that has not been examined by its appropriate Federal banking agency or been subject to an examination by its appropriate state banking agency that meets the requirements of section 10(d) of the Federal Deposit Insurance Act (18 U.S.C. 1820(d) ), the existence and use of managerial resources that the appropriate Federal banking agency determines are satisfactory.
(2) Merged depository institutions—
(i) Merger involving well managed institutions.
A depository institution that results from the merger of two or more depository institutions that are well managed will be considered to be well managed unless the appropriate Federal banking agency for the resulting depository institution determines otherwise.
(ii) Merger involving a poorly rated institution.
A depository institution that results from the merger of a well managed depository institution with one or more depository institutions that are not well managed or that have not been examined shall be considered to be well managed if the appropriate Federal banking agency for the resulting depository institution determines that the institution is well managed.