Current through all regulations passed and filed through September 16, 2024
(A) Purpose
The purpose of this rule is to interpret certain terms,
establish standards, and to promulgate forms to be adhered to in the regulation
and registration of insurers authorized to do business in this state.
(B) Authority
This rule is promulgated pursuant to the authority vested in
the superintendent under section
3901.041 of the Revised Code.
Sections 3901.32 to
3901.37 of the Revised Code,
provide for the regulation and registration of insurance holding company
systems.
(C) Definitions
(1) "Executive officer" means any individual
charged with active management and control, in an executive capacity, including
a president, vice president, treasurer, secretary, controller, and any other
individual performing for a person, whether incorporated or unincorporated,
functions corresponding to those performed by the foregoing officers.
(2) "Ultimate controlling person" means that
person within an insurance holding company system which is not controlled by
any other person.
(3) "Insurer" as
defined in division (F) of section
3901.32 of the Revised Code
includes, but is not limited to, domestic, foreign, and alien stock or mutual
insurance companies, mutual protective insurance associations, fraternal
benefit societies, risk retention groups domiciled in this state as described
in division (A) of section
3960.02 of the Revised Code,
reciprocals, title guarantee and trust companies, health insuring corporations,
and any other persons engaged either directly or indirectly in this state in
the business of insurance which is subject to regulation by the superintendent
of insurance.
(4) "Applicant" means
a person or persons seeking to control an insurer.
(5) All other terms used herein shall have
the same meanings prescribed in section
3901.32 of the Revised Code
unless the context otherwise requires. Other nomenclature or terminology is
according to the Revised Code, or insurance usage if not defined by the Revised
Code.
(D) Registration
of insurer--statement filing
An insurer required to file a registration statement or an
amendment thereto pursuant to section
3901.33 of the Revised Code
shall furnish the required information on form B as outlined in paragraph
(M) of
this rule.
(E) Amendments
(1) Form B is the annual registration
statement to be filed annually by the registered insurer on or before June one,
each year after the initial registration. Such annual filing shall restate the
form B and make current all information in the form B, including amendments
filed during the current reporting year.
(2) An amendment to form B shall be filed
within fifteen days after the end of any month in which the following occurs:
(a) There is a change in the control of the
registered insurer, in which case the entire form B shall be made
current;
(b) There is a material
change in or addition to the information given in item 5 or item 6 of form
B.
(F)
Alternative and consolidated registrations
(1)
Any insurer authorized to do business in this state may file a registration
statement on behalf of any affiliated insurer or insurers which are required to
register under section
3901.33 of the Revised Code.
Such registration statement may include information regarding any insurer in
the insurance holding company system even if such insurer is not authorized to
do business in this state. In lieu of filing a registration statement on form
B, an insurer authorized to do business in this state may file a copy of the
registration statement or similar report which it is required to file in its
state of domicile, provided:
(a) The statement
or report contains substantially similar information required to be furnished
on form B; and
(b) The filing
insurer is the principal insurance company in the insurance holding company
system.
(2) The question
of whether the filing insurer is the principal insurance company in the
insurance holding company system is a question of fact and an insurer filing a
registration statement or report in lieu of form B on behalf of an affiliated
insurer shall set forth a simple statement of facts which will substantiate the
filing insurer's claim that it, in fact, is the principal insurer in the
insurance holding company system.
(3) With the prior approval of the
superintendent, an insurer not authorized to do business in this state may
follow any of the procedures which could be done by an insurer authorized to do
business in this state under paragraph (F)(1) of this rule.
(4) Two or more affiliated insurers subject
to registration may file a consolidated registration statement or consolidated
reports amending their consolidated registration statement or their individual
registration statements. The superintendent, however, reserves the right to
require individual registration statements if he deems it necessary in the
interest of clarity, ease of administration or the public good.
(G) Exemptions
(1) A foreign or alien insurer otherwise
subject to section 3901.33 of the Revised Code
shall not be required to register pursuant to section
3901.33 of the Revised Code if
it is subject to disclosure requirements and standards adopted by statute or
regulation in the jurisdiction of its domicile which are substantially similar
to those contained in section
3901.33 of the Revised
Code.
(2) The state of entry of an
alien insurer shall be deemed to be its domiciliary state for the purposes of
section 3901.33 of the Revised
Code.
(3) Any insurer not otherwise
exempt from section 3901.33 of the Revised Code may
apply for an exemption from the requirements of section
3901.33 of the Revised Code by
submitting a statement to the superintendent setting forth its reasons for
being exempt. No exemption shall be granted except upon written order of the
superintendent, stating his findings, made after a hearing held upon not less
than ten days written notice to the insurer requesting the exemption.
(H) Disclaimers and termination of
registration
(1) A disclaimer of affiliation
pursuant to division (J) of section
3901.33 of the Revised Code or a
request for termination of registration pursuant to division (F) of section
3901.33 of the Revised Code
claiming that a person does not, or will not upon the taking of some proposed
action, control any other person (hereinafter referred to as the "subject")
shall contain the following:
(a) The number of
authorized, issued and outstanding voting securities of the subject:
(b) With respect to the person whose control
is denied and all affiliates of such person:
(i) The number and percentage of shares of
the subject's voting securities which are held of record or know to be
beneficially owned, and the number of such shares concerning which there is a
right to acquire, directly or indirectly;
(ii) Information as to all transactions in
any voting securities of the subject which were effected during the past six
months by such persons;
(c) All material
relationships and bases for affiliations between the subject and the person
whose control is denied and all affiliates of such person;
(d) A statement explaining why such person
should not be considered to control the subject.
(2) A request for termination of
registration shall be deemed to have been granted unless the superintendent,
within thirty days after he received the request, notifies the registered
insurer otherwise.
(I)
Enterprise risk report
The ultimate controlling person of an insurer required to file
an enterprise risk report, pursuant to division (K) of section
3901.33 of the Revised Code,
shall furnish the required information on form F, hereby made a part of this
rule.
(J)
Group capital calculation
(1)
Where an
insurance holding company system has previously filed the annual group capital
calculation at least once, the lead state commissioner has the discretion to
exempt the ultimate controlling person from filing the annual group capital
calculation if the lead state commissioner makes a determination based upon
that filing that the insurance holding company system meets all of the
following criteria:
(a)
Has annual direct written and unaffiliated assumed
premium (including international direct and assumed premium), but excluding
premiums reinsured with the "Federal Crop Insurance Corporation" and "Federal
Flood Program," of less than one billion dollars;
(b)
Has no insurers
within its holding company structure that are domiciled outside of the United
States or one of its territories;
(c)
Has no banking,
depository or other financial entity that is subject to an identified
regulatory capital framework within its holding company
structure;
(d)
The holding company system attests that there are no
material changes in the transactions between insurers and non-insurers in the
group that have occurred since the last filing of the annual group capital;
and
(e)
The non-insurers within the holding company system do
not pose a material financial risk to the insurer's ability to honor
policyholder obligations.
(2)
Where an
insurance holding company system has previously filed the annual group capital
calculation at least once, the lead state commissioner has the discretion to
accept in lieu of the group capital calculation a limited group capital filing
if:
The insurance holding company system
has annual direct written and unaffiliated premium (including international
direct and assumed premium), but excluding premiums reinsured with the "Federal
Crop Insurance Corporation" and "Federal Flood Program," of less than one
billion dollars; and all of the following additional criteria are
met:
(a)
Has no insurers within its holding company structure that
are domiciled outside of the United States or one of its
territories;
(b)
Does not include a banking, depository or other
financial entity that is subject to an identified regulatory capital framework;
and
(c)
The holding company system attests that there are no
material changes in transactions between insurers and non-insurers in the group
that have occurred since the last filing of the report to the lead state
commissioner and the non-insurers within the holding company system do not pose
a material financial risk to the insurers ability to honor policyholder
obligations.
(3)
For an insurance holding company that has previously
met an exemption with respect to the group capital calculation pursuant to
paragraph (J)(1) or (J)(2) of this rule, the lead state commissioner may
require at any time the ultimate controlling person to file an annual group
capital calculation, completed in accordance with the NAIC group capital
calculation instructions, if any of the following criteria are met:
(a)
Any insurer
within the insurance holding company system is in a risk-based capital action
level event as set forth in section
3903.84 of the Revised Code or a
similar standard for a non-U.S. insurer; or
(b)
Any insurer
within the insurance holding company system meets one or more of the standards
of an insurer deemed to be in hazardous financial condition as defined in rule
3901-3-04 of the Administrative
Code; or
(c)
Any insurer within the insurance holding company system
otherwise exhibits qualities of a troubled insurer as determined by the lead
state commissioner based on unique circumstances including, but not limited to,
the type and volume of business written, ownership and organizational
structure, federal agency requests, and international supervisor
requests.
(4)
A non-U.S. jurisdiction is considered to "recognize and
accept" the group capital calculation if it satisfies the following
criteria:
(a)
With respect to the division (L)(4)(d) of section
3901.33 of the Revised
Code:
(i)
The
non-U.S. jurisdiction recognizes the U.S. state regulatory approach to group
supervision and group capital, by providing confirmation by a competent
regulatory authority, in such jurisdiction, that insurers and insurance groups
whose lead state is accredited by the NAIC under the NAIC accreditation program
shall be subject only to worldwide prudential insurance group supervision
including worldwide group governance, solvency and capital, and reporting, as
applicable, by the lead state and will not be subject to group supervision,
including worldwide group governance, solvency and capital, and reporting, at
the level of the worldwide parent undertaking of the insurance or reinsurance
group by the non-U.S. jurisdiction; or
(ii)
Where no U.S.
insurance groups operate in the non-U.S. jurisdiction, that non-U.S.
jurisdiction indicates formally in writing to the lead state with a copy to the
international association of insurance supervisors that the group capital
calculation is an acceptable international capital standard. This will service
as the documentation otherwise required in paragraph (J)(4)(a)(i) of this
rule.
(b)
The non-U.S. jurisdiction provides confirmation by a
competent regulatory authority in such jurisdiction that information regarding
insurers and their parent, subsidiary, or affiliated entities, if applicable,
shall be provided to the lead state commissioner in accordance with a
memorandum of understanding or similar document between the commissioner and
such jurisdiction, including but not limited to the international association
of insurance supervisors multilateral memorandum of understanding or other
multilateral memoranda of understanding coordinated by the NAIC. The
commissioner shall determine, in consultation with the NAIC committee process,
if the requirements of the information sharing agreements are in
force.
(5)
A list of non-U.S. jurisdictions that "recognize and
accept" the group capital calculation will be published through the NAIC
committee process:
(a)
A list of jurisdictions that "recognize and accept" the
group capital calculation pursuant to division (L)(4)(d) of section
3901.33 of the Revised Code, is
published through the NAIC committee process to assist the lead state
commissioner in determining which insurers shall file an annual group capital
calculation. The list will clarify those situations in which a jurisdiction is
exempted from filing under division (L)(4)(d) of section
3901.33 of the Revised Code. To
assist with a determination under division (L)(5) of section
3901.33 of the Revised Code, the
list will also identify whether a jurisdiction that is exempted under either
division (L)(4)(c) or (L)(4)(d) of section
3901.33 of the Revised Code
requires a group capital filing for any U.S. based insurance group's operations
in that non-U.S. jurisdiction.
(b)
For a non-U.S.
jurisdiction where no U.S. insurance groups operate, the confirmation provided
to meet the requirement of paragraph (J)(4)(a)(ii) of this rule will serve as
support for recommendation to be published as a jurisdiction that "recognizes
and accepts" the group capital calculation through the NAIC committee
process.
(c)
If the lead state commissioner makes a determination
pursuant to division (L)(4)(d) of section
3901.33 of the Revised Code that
differs from the NAIC list, the lead state commissioner shall provide
thoroughly documented justification to the NAIC and other
states.
(d)
Upon determination by the lead state commissioner that
a non-U.S. jurisdiction no longer meets one or more of the requirements to
"recognize and accept" the group capital calculation, the lead state
commissioner may provide a recommendation to the NAIC that the nonU.S.
jurisdiction be removed from the list of jurisdictions that "recognize and
accepts" the group capital calculation.
(K)
Extraordinary dividends and other distributions
Request for approval of extraordinary dividends or any other
extraordinary distribution shall include the following:
(1) The amount of extraordinary dividend or
extraordinary distribution;
(2) The
date established for payment of the dividend or distribution;
(3) A statement as to whether the dividend or
distribution is to be in cash or other property and, if in property, a
description thereof, its cost, and the fair market value of such property
together with an explanation of the basis for valuation;
(4) The amounts and dates of all dividends or
distributions paid within the period of twelve consecutive months ending on the
date fixed for payment of the proposed dividend or distribution for which
approval is sought and commencing on the day after the same day of the same
month in the last preceding year;
(5) A balance sheet and statement of income
for the period intervening from the last annual statement filed with the
superintendent and the end of the month preceding the month in which the
request for dividend or distribution approval is submitted;
(6) A brief statement as to the effect of the
proposed dividend or distribution upon the insurer's surplus and the
reasonableness of surplus in relation to the insurer's outstanding liabilities
and the adequacy of surplus relative to the insurer's financial
needs.
(L) Form B:
instructions
(1) General requirements
(a) Form B is intended to be a guide in the
preparation of the statement required by section
3901.33 of the Revised Code. It
is not intended to be a blank form which is to be filled in. The statement
filed shall contain the numbers and captions of all items, but the text of the
items may be omitted provided the answers thereto are so prepared as to
indicate to the reader the coverage of the items without the necessity of his
referring to the text of the items or the instructions thereto. All
instructions, whether appearing under the items of the form or elsewhere
therein, are to be omitted. Unless expressly provided otherwise, if any item is
not applicable or the answer thereto is in the negative, an appropriate
statement to that effect shall be made;
(b) Each statement, including exhibits and
all other documents filed as a part thereof, shall be filed with the
superintendent in physical or electronic form. If a consolidated report is made
to amend the individual registration statement of more than one insurer, one
complete copy of such report shall be filed. If the signature of any person is
affixed pursuant to a power of attorney or other similar authority, a copy of
such power of attorney or other authority shall also be filed with the
statement or report;
(c) All copies
of any statement, report, financial statement, or exhibits shall be clear and
easily readable. Debits in credit categories shall be designed so as to be
clearly distinguishable as such. Statements or reports shall be in the English
language and monetary values shall be stated in United States currency. If any
exhibit or other document filed with the statement or report 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.
(2) Incorporation by reference, summaries and
omissions.
(a) Information required by an item
of form B may be incorporated by reference in answer or partial answer to any
other item. 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 of form B provided such document is filed as an exhibit to the statement
or report. Excerpts of documents may be filed as exhibits if the documents are
extensive. Documents already on file with the superintendent 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 such material is to be incorporated by reference in
answer to the item. Matter shall not be incorporated by reference in any case
where such incorporation would render the statement or report incomplete,
unclear or confusing;
(b) Where 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 such statement, the summary or outline may incorporate
by reference particular parts of any exhibit or document on file with the
superintendent and may be qualified in its entirety by such reference. In any
case where two or more documents required to be filed as exhibits are
substantially identical in all material respects except as to the parties
thereto, the dates of execution, or other details, a copy of only one of the
documents need be filed with a schedule identifying the omitted documents and
setting forth the material details in which such omitted documents differ from
the document of which a copy is filed. The superintendent may at any time in
his discretion require the filing of copies of any omitted documents.
(3) Information unknown or
unavailable and extension of time to furnish:
(a) Information required need be given only
insofar as it is known or reasonably available to the registered insurer. If
any required information is unknown and not reasonably available to the
registered insurer, either because the obtaining thereof would involve
unreasonable effort or expense, or because it rests peculiarly within the
knowledge of another person not affiliated with the registered insurer filing,
the information may be omitted, subject to the following conditions:
(i) The registered insurer shall give such
information on the subject as it possesses or can acquire without unreasonable
effort or expense, together with the sources thereof; and
(ii) The registered insurer 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
such person for the information.
(b) If it is impractical to furnish any
required information, document or report at the time it is required to be
filed, there may be filed with the superintendent as a separate document an
application (i) identifying the information, document or report in question,
(ii) stating why the filing thereof at the time required is impractical, and
(iii) requesting an extension of time for filing the information, document or
report to a specified date. The application shall be deemed granted unless the
superintendent within thirty days after receipt thereof, shall enter an order
denying the application.
(4) Additional information and exhibits.
In addition to the information expressly required to be
included in form B, there shall be added such further material information, if
any, as may be necessary to make the information contained therein not
misleading. The person filing may also file such exhibits as it may desire in
addition to those expressly required by the statement. Such exhibits shall be
so marked as to indicate clearly the subject matters to which they
refer.
(5) Amendments
Any amendment to form B shall include on the top of the cover
page the phrase: "amendment no. _____ to" and shall indicate the date of the
amendment and the date of the original filing of the statement being
amended.
(M) Form B: Information
to be included in form B
"Insurance holding company system registration statement
Filed with the insurance department of the state of Ohio
by
Name of registrant (or registrants if this is a consolidated
registration statement)
"NAIC Group No." _____________________
On behalf of the following insurance companies:
Dated: ________________, 20__
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Item 1. Identity and control of registrant
Furnish the exact name of each insurer registering or being
registered (hereinafter called "the registrant"), the home office address and
principal executive officers of each, the date on which each registrant became
part of the insurance holding company system, and the method(s) by which
control of each registrant was acquired and is maintained.
Item 2. Organizational chart
Furnish a chart or listing clearly presenting the identities of
and interrelationships amount all affiliated persons within the insurance
holding company system. The chart or list should show the percentage of each
class of voting securities of each affiliate which 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 such control. As to each person specified in such chart
or listing, indicate the type or organization (e.g., corporation, trust,
partnership) and the state or other jurisdiction of domicile.
Item 3. The ultimate controlling person
As to the ultimate controlling person, furnish the following
information:
(a) Name;
(b) Home office address;
(c) Principal executive office;
(d) The organizational structure of the
person, e.g., corporation, partnership, individual, trust, etc.;
(e) The principal business of the
person;
(f) The name and address of
any person who holds ten percent or more of any class of voting security of the
ultimate controlling person, the class of such security, the name of shares
held of record or known to be beneficially owned, and the percentage of class
so held or owned.
Item 4. Biographical information
Furnish the following information on the directors or trustees,
the members of a non- profit corporation, as well as the executive officers of
the insurer and ultimate controlling person, beneficial or record owners of ten
percent or more of any class of voting security of the ultimate controlling
person:
(a) For new registrants,
provide a biographical affidavit on a form prescribed by the superintendent for
all persons described in item 4.
(b) For registrants without any changes to
the list of persons described in item 4 since the previous filing, provide each
person's name and address, his principal occupation and all offices and
positions held during the past five years, and any conviction of crimes other
than minor traffic violations during the past ten years.
(c) For registrants with changes to the list
of persons described in item 4 since the previous filing, provide a
biographical affidavit on a form prescribed by the superintendent for any
person not previously required to submit biographical information; for all
others provide the information described in paragraph (b) of item 4.
Item 5. Transaction, relationships and agreements
Briefly describe the following agreements in force,
relationships subsisting, and transactions currently outstanding between the
registrant and its affiliates:
(a)
Loans, other investments, or purchases, sales or exchanges of securities of the
affiliated by the registrant or of the registrant by its affiliates;
(b) Purchases, sales or exchanges of
assets;
(c) Transactions not in the
ordinary course of business;
(d)
Guarantees or undertakings for the benefit of an affiliate which result in an
actual contingent exposure of the registrant's assets to liability, other than
insurance contracts entered into in the ordinary course of the registrant's
business;
(e) All management and
service contracts and all cost sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to
shareholders;
(h) Consolidated tax
allocation agreements;
(i) Any
pledge of the insurer's stock, including stock of any subsidiary or controlling
affiliate, for a loan made to any member of the insurance holding company
system, and
(j) Other matters
concerning transactions between registered insures and any affiliates as may be
included from time to time in any registration forms adopted or approved by the
superintendent.
No Information need be disclosed if such information is not
material. Sales purchases, exchanges, loans or extensions of credit or
investments involving one-half of one per cent or less of the registrant's
admitted assets as of the thirty-first day of December next preceding shall not
be deemed material.
The description shall be in a manner as to permit the proper
evaluation thereof by the superintendent, and shall include at least the
following: the nature and purpose of the transaction; the nature and the
amounts of any payments or transfers of assets between the parties; the
identity of all parties to such transaction; the relationship of the affiliated
parties to the registrant; and if applicable the date upon which the
agreements, relationships, transactions and distributions described in item 5
of paragraph
(M) of this rule were reported to the superintendent
pursuant to division (C) of section
3901.34 or section
3901.341 of the Revised
Code.
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 the ultimate controlling person or any
directors or executive officers of the ultimate controlling person was a party
or of which the property of any such person is or was the subject; give the
names of the parties, the court or agency in which such litigation or
proceeding is or was pending, and the date when commenced:
(a) Criminal prosecutions or administrative
proceedings by any governmental agency or authority which may be relevant to
the trustworthiness or any party thereto; and
(b) Proceedings which may have a material
effect upon the solvency or capital structure of the ultimate controlling
person including, but not necessarily limited to, bankruptcy, liquidation,
receivership, or corporate reorganizations.
Item 7. Financial statements and exhibits
(a) Financial statements and exhibits for
registrants shall be attached to this statement as an appendix unless
incorporated herein by reference to such statements or exhibits already filed
with the superintendent;
(b) The
financial statements shall include the annual financial statements of the
ultimate controlling person in the insurance holding company system as of the
end of such person's latest fiscal year.
If at the time of the initial registration, any annual
financial statements required to be filed for the latest fiscal year are not
available, annual statements for the previous fiscal year may be filed and
similar financial information shall be filed for any subsequent period to the
extent such information is available. Financial statements may be prepared on
either an individual basis, or unless the superintendent otherwise requires, on
a consolidated basis if such consolidated statements are prepared in the usual
course of business.
Unless the superintendent otherwise permits, the annual
financial statements shall be accompanied by the certificate of an independent
public accountant to the effect that such statements present fairly the
financial position of the ultimate controlling person and the results of its
operations for the year then ended, in conformity with generally accepted
accounting principles or with requirements of insurance or other accounting
principles prescribed or permitted under law. If the ultimate controlling
person is an insurer which is actively engaged in the business of insurance,
the annual financial statements need not be certified, provided they are based
on the annual statement of such insurer filed with the insurance department of
the insurer's domiciliary state and are in accordance with requirements of
insurance or other accounting principles prescribed or permitted under the law
and regulations of such state.
(c) 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.
Signatures
Signatures and certification of the forms as follows:
Pursuant to the requirements of section
3901.33 of the Revised Code and
rule 3901-3-02 of the Administrative
Code, the registrant has caused this registration statement to be duly signed
on its behalf in the city of __________ and state of
__________on the _____day of __________, 20___.
__________________________________(Name) (Title)
(Seal)
______________________________(Name of registrant)
Attest:
_______________________(Signature of officer)
_______________________(Title)
The undersigned deposes and says the he has duly executed the
attached registration statement dated __________, 20___, for and on behalf of
__________; that he is the __________ (Title of officer) of such company, and
that he has the authority to execute and file such instrument. Deponent further
says that he is familiar with such instrument and that the facts therein set
forth are true to the best of his knowledge, information and belief.
(Signature)__________________________
(Type or print name beneath) __________________________"
(N) Summary of
registration statement
A form C summary of registration statement, must be prepared
and filed with each form B filing in the following form:
Form C
Summary of registration statement
Filed with the insurance department of the state of
__________
By
Name of registrant
"NAIC Group No." ______________________________
On behalf of following insurance companies
Name address
______________________________
______________________________
______________________________
______________________________
Date: __________, 20___
Name, title, address and telephone number of individual to whom
notices and correspondence concerning this statement should be
addressed:
______________________________
______________________________
______________________________
Furnish a brief description of all items in the current annual
registration statement which represent changes from the prior year's annual
registration statement. The description shall be in a manner as to permit the
proper evaluation thereof by the superintendent, and shall include specific
references to item numbers in the annual registration statement and to the
terms contained therein.
Changes occurring under item 2 of form B insofar as changes in
the percentage of each class of voting securities held by each affiliate is
concerned, need only be included where such changes are ones which result in
ownership or holdings of ten per cent or more of voting securities, loss or
transfer of control, or acquisition or loss of partnership interest.
Changes occurring under item 4 of form B need only be included
where an individual is, for the first time, made a director or executive
officer of the ultimate controlling person; a director or executive officer
terminates his or her responsibilities with the ultimate controlling person; or
in the event an individual is named president of the ultimate controlling
person.
If a transaction disclosed on the prior year's annual
registration statement has been changed, the nature of such change shall be
included. If a transaction disclosed on the prior year's annual registration
statement has been effectuated, furnish the mode of completion and any flow of
funds between affiliates resulting from the transaction.
The insurer shall furnish a statement that transactions entered
into since the filing of the prior year's annual registration statement are not
part of a plan or series of like transactions whose purpose it is to avoid
statutory threshold amounts and the review that might otherwise occur.
Signature and certification
Signature and certification required as follows:
Pursuant to the requirements of section
3901.33 of the Revised Code,
registrant has caused this registration statement summary be duly signed on its
behalf of the city of __________and state of __________on the _____ day of
__________, 20___.
(Seal) ________________________
Name of applicant
By ________________________
(Name) (Title)
Attest:
(Signature of officer)
__________________________
(Title)
Certification
The undersigned deposes and says that (s)he has duly executed
the attached annual registration statement dated __________, 20___, for and on
behalf of __________
(name of applicant); that (s)he is the __________ (title of
officer) of such company and that (s)he is authorized to execute and file such
instrument. Deponent further says that (s)he is familiar with such instrument
and the contents thereof, and that the facts therein set forth are true to the
best of his/her knowledge, information and belief.
(Signature) _______________________
(Type or print name beneath) _______________________
(O) Form F: Information
to be included in form F
"Form F
Enterprise risk report
Filed with the insurance department of the state of Ohio
By __________________________________
Name of registrant/applicant
On behalf of/related to the following insurance
companies
Name address
______________________________
______________________________
______________________________
Date: __________, 20___
Name, title, address and telephone number of individual to whom
notices and correspondence concerning this statement should be
addressed:
______________________________
______________________________
______________________________
Item 1. Enterprise risk
The registrant/applicant, to the best of its knowledge and
belief, shall provide information regarding the following areas that could
produce enterprise risk as defined in division (K) of section
3901.33 of the Revised Code,
provided such information is not disclosed in the insurance holding company
system annual registration statement filed on behalf of this or another insurer
for which it is the ultimate controlling person:
(a) Any material developments regarding
strategy, internal audit findings, compliance or risk management affecting the
insurance holding company system;
(b) Acquisition or disposal of insurance
entities and reallocating of existing financial or insurance entities within
the insurance holding company system;
(c) Any changes of shareholders of the
insurance holding company system exceeding ten per cent or more of voting
securities;
(d) Developments in
various investigations, regulatory activities or litigation that may have a
significant bearing or impact on the insurance holding company
system;
(e) Business plan of the
insurance holding company system and summarized strategies for next twelve
months;
(f) Identification of
material concerns of the insurance holding company system raised by supervisory
college, if any, in last year;
(g)
Identification of insurance holding company system capital resources and
material distribution patterns;
(h)
Identification of any negative movement, or discussions with rating agencies
which may have caused, or may cause, potential negative movement in the credit
ratings and individual insurer financial strength ratings assessment of the
insurance holding company system (including both the rating score and
outlook);
(i) Information on
corporate or parental guarantees throughout the holding company and the
expected source of liquidity should such guarantees be called upon;
and
(j) Identification of any
material activity or development of the insurance holding company system that,
in the opinion of senior management, would adversely affect the insurance
holding company system.
The registrant/applicant may attach the appropriate form most
recently filed with the "United States Securities and Exchange Commission,"
provided the registrant/applicant includes specific references to those areas
listed in item 1 for which the form provides responsive information. If the
registrant/applicant is not domiciled in the United States, it may attach its
most recent public audited financial statement filed in its country of
domicile, provided the registrant/applicant includes specific references to
those areas listed in item 1 for which the financial statement provides
responsive information.
Item 2. Obligation to report
If the registrant/applicant has not disclosed any information
pursuant to item 1, the registrant/applicant shall include a statement
affirming that, to the best of its knowledge and belief, it has not identified
enterprise risk subject to disclosure pursuant to item
1."
(P) Severability
If any paragraph, term or provision of this rule is adjudged
invalid for any reason, the judgment shall not affect, impair or invalidate any
other paragraph, term or provision of this rule, but the remaining paragraphs,
terms and provisions shall be and continue in full force and effect.
