Current through Register Vol. 48, No. 12, March 22, 2024
FORM B
GENERAL INSTRUCTIONS
A. Use of Form B
Form B shall be used by an insurer required to file a Statement
with the Director pursuant to Sections 131.14 and 131.16 of the Code.
Amendments also shall be filed in the Form B format with only those items that
are being amended reported. Each amendment shall include on the top of the
cover sheet "Amendment No.______ to Form B for [insert year]" and shall
indicate the date of the amendment and not the date of the original
filing.
1) One complete paper and one
electronic copy of each statement, including exhibits and all other papers and
documents filed as a part of the statement, shall be filed with the
Director.
2) The statement filed
with the Director shall be manually signed in the manner prescribed by this
form. If the signature of any person is affixed pursuant to a power of attorney
or other similar authority, a copy of the power of attorney or other authority
shall also be filed with the statement.
B. Requirements as to Printing and Language
1) All filed statements, papers or documents
shall be clear, readable and suitable for photocopying. Debits in credit
categories and credits in debit categories shall be designated in a manner
other than color so as to be distinguishable on photocopies.
2) Statements shall be in the English
language and monetary values shall be stated in United States currency. If any
exhibit or other paper or document filed with a statement is in a foreign
language, it shall be accompanied by a translation into the English language
and any monetary value shown in a foreign currency shall be converted into
United States currency. Monetary conversions made in financial statements shall
be made as of the date of the financial statements. Other required conversions
shall be made as of the date of the Form B cover page.
C. Preparation of Statement
This form is not to be used as a blank form to be filled in,
but only as a guide in the preparation of the statement.
The statement shall contain the numbers and captions of all
items, but the text of the items may be omitted provided the answers indicate
to the reader the coverage of the items without the necessity of referring to
the text of the items or instructions. All instructions, whether appearing
under the items of the form or elsewhere in the form, are to be omitted. Unless
expressly provided otherwise within this Part, if any item is inapplicable or
the answer to the item is in the negative, a statement to that effect shall be
made.
D. Additional
Information
In addition to the information expressly required to be
included in the statement, there may be added further material information, if
any, as may be necessary to make the information contained in the statement not
misleading.
E. Information
Unknown or Not Available
Information required need be given only insofar as it is known
or reasonably available to the Registrant. If any required information is
unknown and not reasonably available to the Registrant, either because
obtaining it would involve unreasonable effort or expense, or because it rests
peculiarly within the knowledge of another person not affiliated with the
Registrant, the information may be omitted, subject to the following
conditions:
1) The Registrant shall
give such information on the subject as it possesses or can acquire without
unreasonable effort or expense, including, but not limited to, impossibility or
the loss or destruction of documents, together with the source of the
information.
2) The Registrant
shall include a statement either showing that unreasonable effort or expense
would be involved or indicating the absence of any affiliation with the person
within whose knowledge the information rests and stating the result of a
request made to the person for the information.
F. Incorporation by Reference
1) Materials required by any item of this
statement may be incorporated by reference in any answer or partial answer to
any other item.
2) Information
contained in any financial statement, annual report, proxy statement, statement
filed with a governmental authority, or any other document may be incorporated
by reference in answer or partial answer to any item provided the document or
paper is filed as an exhibit to the statement. Excerpts of documents may be
filed as exhibits if the documents are extensive. Documents currently on file
with the Director that were filed within the prior 3 years need not be attached
as exhibits. References to information contained in exhibits or in documents
already on file shall clearly identify the material and shall specifically
indicate that material is to be incorporated by reference in answer to the
item. Material shall not be incorporated by reference in any case in which the
incorporation would render the statement incomplete, unclear or
confusing.
3) When an item requires
a summary or outline of the provisions of any document, only a brief statement
shall be made as to the pertinent provisions of the document. In addition to
the statement, the summary or outline may incorporate by reference particular
parts of any exhibit or document currently on file with the Director that was
filed within the prior 3 years and may be qualified in its entirety by that
reference. Material incorporated by reference shall be clearly identified in
the reference. An express statement that the specified matter is incorporated
by reference shall be made at that particular place in the statement where the
information is required. Matter shall not be incorporated by reference in any
case in which the incorporation would render the statement incomplete, unclear
or confusing.
G.
Summaries or Outlines of Documents
When an item requires a summary or outline of the provisions of
any document, only a brief statement shall be made as to the most important
provisions of the document. In addition to the statement, the summary or
outline may incorporate by reference particular parts of any exhibit and may be
qualified in its entirety by the reference.
H. Extension of Time for Furnishing
Information
If it is impractical to furnish any required information,
document or report at the time it is required to be filed, the Registrant may
file with the Director as a separate document an application (l) identifying
the information, document or report in question; (2) stating why filing at the
time required is impractical; and (3) requesting an extension to a specified
date for filing the information, document or report. The application shall be
deemed granted unless the Director, within 30 days after receipt of the
application, shall enter an order denying the application.
Information required needs to be given only insofar as it is
known or reasonably available to the registrant. If any required information is
unknown and not reasonably available to the registrant, either because
obtaining it would involve unreasonable effort or expense, or because it rests
peculiarly within the knowledge of another person not affiliated with the
registrant, the information may be omitted, subject to the following
conditions:
1) The registrant shall
give such information on the subject as it possesses or can acquire without
unreasonable effort or expense, including, but not limited to, impossibility or
the loss or destruction of documents, together with the sources of the
documents.
2) The registrant shall
include a statement either showing that unreasonable effort or expense would be
involved or indicating the absence of any affiliation with the person within
whose knowledge the information rests and stating the result of a request made
to that person for the information.
I. Additional Exhibits
The Registrant may file such exhibits as it may desire, in
addition to those expressly required by the statement. The additional exhibits
shall be marked to indicate clearly the subject matters to which they
refer.
J. Omission of
Substantially Identical Documents
In any case in which 2 or more documents required to be filed
as exhibits are substantially identical in all material aspects except as to
the parties to the document, the dates of execution, or other details, the
registrant need file a copy of only one of the documents, with a schedule
identifying the omitted documents and setting forth the material details in
which the documents differ from the documents filed. The Director, at any time
in his or her discretion, may require the filing of copies of any omitted
documents in order to verify that the omitted documents are substantially
identical to documents on file. For purposes of this instruction, documents
will be deemed substantially similar in all material aspects when a Department
analyst, upon examining the documents independently, could reasonably make the
same determinations and decisions regarding the documents.
K. Financial Statements
1) Financial statements and exhibits should
be attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.
2) The financial statements shall include the
annual financial statements of each ultimate controlling person in the
insurance holding company system as of the end of the person's latest fiscal
year.
3) The financial statements
may be prepared on either an individual basis or, unless the Director otherwise
requires, on a consolidated basis if consolidated statements are prepared in
the usual course of business.
4)
Except as provided in subsections (1) through (3), the financial statement
shall be filed in a standard form and format adopted by the National
Association of Insurance Commissioners, unless an alternative form is accepted
by the Director. Documentation and financial statements filed with the
Securities and Exchange Commission or audited GAAP financial statements are an
appropriate form and format.
5) Any
ultimate controlling person who is an individual may file personal financial
statements that are reviewed rather than audited by an independent public
accountant. The review shall be conducted in accordance with standards for
review of personal financial statements published in the Personal Financial
Statements Guide by the American Institute of Certified Public Accountants.
Personal financial statements shall be accompanied by the independent public
accountant's Standard Review Report stating that the accountant is not aware of
any material modifications that should be made to the financial statements in
order for the statements to be in conformity with generally accepted accounting
principles.
6) Exhibits shall
include copies of the latest annual reports to shareholders of the ultimate
controlling person and proxy material used by the ultimate controlling person
and any additional documents or papers required by Form B or
regulation.
7) If, at the time of
the initial registration, the annual financial statements for the previous
fiscal year are not available, annual statements for the previous fiscal year
shall, unless previously filed by amendment, be filed and similar financial
information consisting of balance sheet, operational statement and a statement
of source and application of funds shall be filed for any subsequent period to
the extent that information is available. The financial statements are to be
audited by an independent certified public accountant in accordance with
generally accepted auditing standards and are to contain financial information
presented in accordance with generally accepted accounting principles. If the
ultimate controlling person is an insurer that is actively engaged in the
business of insurance, the financial statements need not be audited, provided
they are based on the Annual Statement of the insurer's domiciliary state and
are in accordance with requirements of insurance or other accounting principles
prescribed or permitted under laws and regulations of that state.
L. Shareholder Reports and Proxy
Material
Exhibits shall include copies of the latest annual reports to
shareholders of the ultimate controlling person and any proxy material used by
the ultimate controlling person during the preceding year.
M. Signature and Certification
For purpose of filing Form B and Form C, the signatures and
certifications required by this Part shall be signed by an executive officer of
the registrant.
N. Filing
Fee
Pursuant to Section 408 of the Code [215 ILCS
5/408 ], the Director shall collect a fee for the
filing of a registration statement. The filing of the registration statement
shall not be deemed complete until the Director has received the appropriate
filing fee as required by Section 408.
Click here to view
image
ITEM 1. Identity and
Control of Registrant
Furnish the exact name of each insurer registering or being
registered (hereinafter called "the Registrant"); the address and principal
executive offices of each; the date on which each Registrant became a part of
the insurance holding company system; and the methods by which control of each
Registrant was acquired and is maintained.
ITEM 2. Organization Chart
Furnish a chart or listing presenting the identities of and
interrelationships among all affiliated persons within the insurance holding
company system. The chart or listing shall show the percentage of voting
securities of each affiliate that is owned, directly or indirectly, by another
affiliate. If control of any person within the system is maintained other than
by the ownership or control of voting securities, indicate the basis of the
control. As to each person specified in the chart or listing indicate the type
of organization (e.g., corporation, trust, partnership) and the state or other
jurisdiction of domicile.
ITEM
3. Each Ultimate Controlling Person
As to each ultimate controlling person, furnish the following
information:
a) Name;
b) Address;
c) Principal executive office;
d) The organizational structure of the
person, i.e., corporation, partnership, individual, trust, etc.;
e) The principal business of the
person;
f) The name and address of
any person who holds or owns 10% or more of any voting security, the number of
shares held of record or known to be beneficially owned, and the percentage of
all shares so held or owned;
g) If
court proceedings looking toward a reorganization or liquidation are pending,
indicate the title of the court, the nature of proceedings and the date when
commenced.
ITEM 4.
Biographical Information
If the ultimate controlling person is a corporation, an
organization, a limited liability company, or other legal entity, furnish the
following information for the directors and executive officers of the ultimate
controlling person: the individual's name and address, his or her principal
occupation and all offices and positions held during the past 5 years, and any
conviction of crimes other than minor traffic violations. If the ultimate
controlling person is an individual, furnish the individual's name and address,
his or her principal occupation and all offices and positions held during the
past 5 years, and any conviction of crimes other than minor traffic
violations.
ITEM 5.
Transactions, Relationships and Agreements
a)
Briefly describe the following agreements in force, relationships subsisting,
and transactions currently outstanding or that have occurred during the last
calendar year between the Registrant and its affiliates:
1) loans, other investments, or purchases,
sales or exchanges of securities of the affiliates by the Registrant or of the
Registrant by its affiliates;
2)
purchases, sales or exchanges or assets;
3) transactions not in the ordinary course of
business;
4) guarantees or
undertakings for the benefit of an affiliate that result in a contingent
exposure of the Registrant's assets to liability, other than insurance
contracts entered into in the ordinary course of the Registrant's
business;
5) all management
agreements, service contracts and all cost-sharing arrangements, any other
contracts providing for the rendering of services on a regular systematic
basis, and contracts on a "pooled" fund basis or service company management
basis, where the costs to the individual member companies are on an actually
incurred or closely estimated basis;
6) reinsurance agreements;
7) any pledge of the company's own
securities, or securities of any subsidiary or affiliate, to secure a loan made
to any member of the insurance holding company system;
8) consolidated tax allocation agreements;
and
9) dividends and other
distributions to shareholders.
No information need be disclosed if that information is not
material. Sales, purchases, exchanges, guarantees or loans or extensions of
credit or investments involving 1/2 of 1% or less of the Registrant's admitted
assets as of the December 31 next preceding shall not be deemed material. All
other amounts shall be deemed material.
b) The description shall be in a manner
permitting proper evaluation by the Director and shall include at least the
following: the nature and purpose of the transaction; the nature and amounts of
any payments or transfers of assets between the parties and the identity of all
parties to the transaction; and relationship of the affiliated parties to the
Registrant.
ITEM 6.
Litigation or Administrative Proceedings
A brief description of any litigation or administrative
proceedings of the following types, either then pending or concluded within the
preceding fiscal year, to which each ultimate controlling person or any of its
directors or executive officers was a part or of which the property of any such
person is or was the subject. Give the names of the parties and the court or
agency in which the litigation or proceeding is or was pending.
a) Criminal prosecutions or administrative
proceedings by any government agency or authority that may be relevant to the
trustworthiness of any party to the litigation or administrative proceedings;
and
b) Proceedings that may have a
material effect upon the solvency or capital structure of each ultimate
controlling company, including, but not necessarily limited to, bankruptcy,
receivership or other corporate reorganizations. For purposes of this
instruction, an effect upon the solvency or capital structure of each ultimate
controlling company shall be deemed material if it is likely that a reasonable
corporate officer would attach importance to the effect that a proceeding or
litigation would have on the corporation.
ITEM 7. Financial Statements and Exhibits
Financial statements and exhibits shall be attached to this
statement as an appendix, but list under this item the financial statements and
exhibits attached.
Refer to Item K of the General Instructions.
ITEM 8. Signature and Certification
This section shall include a statement that the company's or
its parent company's board of directors or a committee of the board of
directors oversees corporate governance and internal controls and that the
company's officers or senior management have approved and implemented and
continue to maintain and monitor corporate governance and internal
controls.
Signature and certification shall be in the following
form:
Click here to view
image