For purposes of this part:
Bankruptcy
Code means Title 11 of the United States Code.
Biennial
filer is defined in section 243.4(a)(1).
Category II
banking organization means a covered company that is a category
II banking organization pursuant to section 252.5 of this title.
Category III banking organization means a covered company
that is a category III banking organization pursuant to section 252.5
of this title.
Company means a corporation, partnership,
limited liability company, depository institution, business trust,
special purpose entity, association, or similar organization, but
does not include any organization, the majority of the voting securities
of which are owned by the United States.
Control. A
company controls another company when the first company, directly
or indirectly, owns, or holds with power to vote, 25 percent or more
of any class of the second company’s outstanding voting securities.
Core business lines means those business lines of the
covered company, including associated operations, services, functions
and support, that, in the view of the covered company, upon failure
would result in a material loss of revenue, profit, or franchise value.
Core elements mean the information required to be included
in a full resolution plan pursuant to section 243.5(c), (d)(1)(i),
(iii), and (iv), (e)(1)(ii), (e)(2), (3), and (5), (f)(1)(v),
and (g) regarding capital, liquidity, and the covered company’s plan
for executing any recapitalization contemplated in its resolution
plan, including updated quantitative financial information and analyses
important to the execution of the covered company’s resolution strategy.
Council means the Financial Stability Oversight Council
established by section 111 of the Dodd-Frank Act (12 U.S.C. 5321).
Covered company.
(1) In general. A covered company
means:
(i) Any nonbank
financial company supervised by the Board;
(ii) Any global systemically important
BHC;
(iii) Any bank holding company,
as that term is defined in section 2 of the Bank Holding Company Act,
as amended (12 U.S.C. 1841), and part 225 of this title (the Board’s
Regulation Y), that has $250 billion or more in total consolidated
assets, as determined based on the average of the company’s four most
recent Consolidated Financial Statements for Holding Companies as
reported on the Federal Reserve’s Form FR Y-9C; provided that in the
case of a company whose total consolidated assets have increased as
the result of a merger, acquisition, combination, or similar transaction,
the Board and the Corporation may alternatively consider, in their
discretion, to the extent and in the manner the Board and the Corporation
jointly consider to be appropriate, one or more of the four most recent
Consolidated Financial Statements for Holding Companies as reported
on the Federal Reserve’s Form FR Y-9C or Capital and Asset Reports
for Foreign Banking Organizations as reported on the Federal Reserve’s
Form FR Y-7Q of the companies that were party to the merger, acquisition,
combination or similar transaction;
(iv) Any foreign bank or company that is a bank holding company or
is treated as a bank holding company under section 8(a) of the International
Banking Act of 1978 (12 U.S.C. 3106(a)), and that has $250 billion
or more in total consolidated assets, as determined annually based
on the foreign bank’s or company’s most recent annual or, as applicable,
quarterly based on the average of the foreign bank’s or company’s
four most recent quarterly Capital and Asset Reports for Foreign Banking
Organizations as reported on the Federal Reserve’s Form FR Y-7Q; provided
that in the case of a company whose total consolidated assets have
increased as the result of a merger, acquisition, combination, or
similar transaction, the Board and the Corporation may alternatively
consider, in their discretion, to the extent and in the manner the
Board and the Corporation jointly consider to be appropriate, one
or more of the four most recent Consolidated Financial Statements
for Holding Companies as reported on the Federal Reserve’s Form FR
Y-9C or Capital and Asset Reports for Foreign Banking Organizations
as reported on the Federal Reserve’s Form FR Y-7Q of the companies
that were party to the merger, acquisition, combination or similar
transaction; and
(v) Any additional
covered company as determined pursuant to section 243.13.
(2) Cessation
of covered company status for nonbank financial companies supervised
by the Board and global systemically important BHCs. Once a covered
company meets the requirements described in paragraph (1)(i) or (ii)
of this definition of covered company, the company shall remain a
covered company until it no longer meets any of the requirements described
in paragraph (1) of this definition of covered company.
(3) Cessation
of covered company status for other covered companies. Once a
company meets the requirements described in paragraph (1)(iii) or
(iv) of this definition of covered company, the company shall remain
a covered company until—
(i) In the case of a covered company
described in paragraph (1)(iii) of this definition of covered company
or a covered company described in paragraph (1)(iv) of this definition
of covered company that files quarterly Capital and Asset Reports
for Foreign Banking Organizations on the Federal Reserve’s Form FR
Y-7Q, the company has reported total consolidated assets that are below
$250 billion for each of four consecutive quarters, as determined
based on its total consolidated assets as reported on each of its
four most recent Consolidated Financial Statements for Holding Companies
on the Federal Reserve’s Form FR Y-9C or Capital and Asset Reports
for Foreign Banking Organizations on the Federal Reserve’s Form FR
Y-7Q, as applicable; or
(ii)
In the case of a covered company described in paragraph (1)(iv) of
this definition of covered company that does not file quarterly Capital
and Asset Reports for Foreign Banking Organizations on the Federal
Reserve’s Form FR Y-7Q, the company has reported total consolidated
assets that are below $250 billion for each of two consecutive years,
as determined based on its total consolidated assets as reported on
each of its two most recent annual Capital and Asset Reports for Foreign
Banking Organizations on the Federal Reserve’s Form FR Y-7Q, or such
earlier time as jointly determined by the Board and the Corporation.
(4) Multi-tiered holding company. In a multi-tiered
holding company structure, covered company means the top-tier of the
multi-tiered holding company unless the Board and the Corporation
jointly identify a different holding company to satisfy the requirements
that apply to the covered company. In making this determination, the
Board and the Corporation shall consider:
(i) The ownership structure of the foreign
banking organization, including whether the foreign banking organization
is owned or controlled by a foreign government;
(ii) Whether the action would be consistent
with the purposes of this part; and
(iii) Any other factors that the Board and the Corporation determine
are relevant.
(5) Asset threshold for bank holding companies and
foreign banking organizations. The Board may, pursuant to a recommendation
of the Council, raise any asset threshold specified in paragraph (1)(iii)
or (iv) of this definition of covered company.
(6) Exclusion. A bridge financial company chartered pursuant to 12 U.S.C. 5390(h)
shall not be deemed to be a covered company hereunder. Critical operations
means those operations of the covered company, including associated
services, functions and support, the failure or discontinuance of
which would pose a threat to the financial stability of the United
States.
Deficiency is defined in section 243.8(b).
Depository institution has the same meaning as in section
3(c)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(1))
and includes a state-licensed uninsured branch, agency, or commercial
lending subsidiary of a foreign bank.
Foreign banking organization means—
(1) A foreign
bank, as defined in section 1(b)(7) of the International Banking Act
of 1978 (12 U.S.C. 3101(7)), that:
(i) Operates a branch, agency, or commercial
lending company subsidiary in the United States;
(ii) Controls a bank in the United States;
or
(iii) Controls an Edge corporation
acquired after March 5, 1987; and
(2) Any company of which the foreign bank
is a subsidiary.
Foreign-based covered company means any covered company that is not incorporated or organized
under the laws of the United States.
Full resolution plan means a full resolution plan described in section 243.5.
Functionally regulated subsidiary has the same meaning as
in section 5(c)(5) of the Bank Holding Company Act, as amended (12
U.S.C. 1844(c)(5)).
Global systemically important BHC means a covered company that is a global systemically important
BHC pursuant to section 252.5 of this title.
Identified
critical operations means the critical operations of the covered
company identified by the covered company or jointly identified by
the Board and the Corporation under section 243.3(b)(2).
Material change means an event, occurrence, change in conditions
or circumstances, or other change that results in, or could reasonably
be foreseen to have, a material effect on:
(1) The resolvability of the covered company;
(2) The covered company’s resolution
strategy; or
(3) How the covered
company’s resolution strategy is implemented. Such changes include,
but are not limited to:
(i) The identification of a new critical operation or core business
line;
(ii) The identification
of a new material entity or the de-identification of a material entity;
(iii) Significant increases or
decreases in the business, operations, or funding or interconnections
of a material entity; or
(iv)
Changes in the primary regulatory authorities of a material entity
or the covered company on a consolidated basis.
Material entity means a subsidiary or foreign office of
the covered company that is significant to the activities of an identified
critical operation or core business line, or is financially or operationally
significant to the resolution of the covered company.
Material
financial distress with regard to a covered company means that:
(1) The covered company has
incurred, or is likely to incur, losses that will deplete all or substantially
all of its capital, and there is no reasonable prospect for the company
to avoid such depletion;
(2) The
assets of the covered company are, or are likely to be, less than
its obligations to creditors and others; or (3) The covered company
is, or is likely to be, unable to pay its obligations (other than
those subject to a bona fide dispute) in the normal course
of business.
Nonbank financial company supervised
by the Board means a nonbank financial company or other company
that the Council has determined under section 113 of the Dodd-Frank
Act (12 U.S.C. 5323) shall be supervised by the Board and for which
such determination is still in effect.
Rapid and orderly
resolution means a reorganization or liquidation of the covered
company (or, in the case of a covered company that is incorporated
or organized in a jurisdiction other than the United States, the subsidiaries
and operations of such foreign company that are domiciled in the United
States) under the Bankruptcy Code that can be accomplished within
a reasonable period of time and in a manner that substantially mitigates
the risk that the failure of the covered company would have serious
adverse effects on financial stability in the United States.
Reduced resolution plan means a reduced resolution plan described
in section 243.7.
Shortcoming is defined in section
243.8(e).
Subsidiary means a company that is controlled
by another company, and an indirect subsidiary is a company that is
controlled by a subsidiary of a company.
Targeted resolution
plan means a targeted resolution plan described in section 243.6.
Triennial full filer is defined in section
243.4(b)(1).
Triennial reduced filer is defined in section
243.4(c)(1).
United States means the United States and
includes any state of the United States, the District of Columbia,
any territory of the United States, Puerto Rico, Guam, American Samoa,
and the Virgin Islands.
