12 CFR § 211.2 - Definitions.
Unless otherwise specified, for purposes of this subpart:
(a) An affiliate of an organization means:
(b)Capital Adequacy Guidelines means the “Capital Adequacy Guidelines for State Member Banks: Risk-Based Measure” (12 CFR part 208, app. A) or the “Capital Adequacy Guidelines for Bank Holding Companies: Risk-Based Measure” (12 CFR part 225, app. A).
(c)Capital and surplus means, unless otherwise provided in this part:
(1) For organizations subject to Regulation Q:
(i) Tier 1 and tier 2 capital included in an organization's risk-based capital (under Regulation Q); and
(ii) The balance of allowance for loan and lease losses or adjusted allowance for credit losses, as applicable, not included in an organization's tier 2 capital for calculation of risk-based capital, based on the organization's most recent consolidated Report of Condition and Income.
(2) For all other organizations, paid-in and unimpaired capital and surplus, and includes undivided profits but does not include the proceeds of capital notes or debentures.
(e)Eligible country means any country:
(2) Any other country that the Board deems to be eligible.
(h)Equity means an ownership interest in an organization, whether through:
(1) Voting or nonvoting shares;
(2) General or limited partnership interests;
(4) Loans that provide rights to participate in the profits of an organization, unless the investor receives a determination that such loans should not be considered equity in the circumstances of the particular investment.
(i)Foreign or foreign country refers to one or more foreign nations, and includes the overseas territories, dependencies, and insular possessions of those nations and of the United States, and the Commonwealth of Puerto Rico.
(j)Foreign bank means an organization that:
(1) Is organized under the laws of a foreign country;
(2) Engages in the business of banking;
(4) Receives deposits to a substantial extent in the regular course of its business; and
(5) Has the power to accept demand deposits.
(k)Foreign branch means an office of an organization (other than a representative office) that is located outside the country in which the organization is legally established and at which a banking or financing business is conducted.
(l)Foreign person means an office or establishment located outside the United States, or an individual residing outside the United States.
(n)Investment grade means a security that is rated in one of the four highest rating categories by:
(1) Two or more NRSROs; or
(p)Joint venture means an organization that has 20 percent or more of its voting shares held directly or indirectly by the investor or by an affiliate of the investor under any authority, but which is not a subsidiary of the investor or of an affiliate of the investor.
(r)NRSRO means a nationally recognized statistical rating organization as designated by the Securities and Exchange Commission.
(s)Organization means a corporation, government, partnership, association, or any other entity.
(t)Person means an individual or an organization.
(v)Representative office means an office that:
(1) Engages solely in representational and administrative functions (such as soliciting new business or acting as liaison between the organization's head office and customers in the United States); and
(2) Does not have authority to make any business decision (other than decisions relating to its premises or personnel) for the account of the organization it represents, including contracting for any deposit or deposit-like liability on behalf of the organization.
(w)Subsidiary means an organization that has more than 50 percent of its voting shares held directly or indirectly, or that otherwise is controlled or capable of being controlled, by the investor or an affiliate of the investor under any authority. Among other circumstances, an investor is considered to control an organization if:
(x)Tier 1 capital has the same meaning as provided under the Capital Adequacy Guidelines.
(y)Well capitalized means:
(z)Well managed means that the Edge or agreement corporation, any parent insured bank, and the bank holding company either received a composite rating of 1 or 2 or is considered satisfactory under the applicable rating system, and has at least a satisfactory rating for management if such a rating is given, at their most recent examination or review.