Section 652.10  Purpose

 

The purpose of this Part is to set forth requirements the Director deems necessary to carry out the provisions of Sections 131.13 through 131.19 of the Illinois Insurance Code [215 ILCS 5/131.13 through 131.19].

 

(Source:  Amended at 31 Ill. Reg. 4031, effective February 23, 2007)

 

Section 652.20  Definitions

 

Terms found in this Part, other than those defined in this Section, are used as defined in Section 131.1 of the Insurance Code [215 ILCS 5/131.1].

 

"Code" means the Illinois Insurance Code [215 ILCS 5].

 

"Controlling person" means any person, firm, association, or corporation that directly or indirectly has the power to direct or cause to be directed the management, control, or activities of an insurer.

 

"Department" means the Illinois Department of Insurance.

 

"Director" means the Director of the Illinois Department of Insurance.

 

"Executive officer" means any individual charged with active management and control in a senior executive capacity as described by the company's by-laws (including a president, senior vice president, treasurer, secretary, controller, and any other individual regardless of title performing functions the same as those performed by the foregoing officers).

 

"Foreign insurer" shall include an alien insurer except where clearly noted otherwise.

 

"Lead state commissioner" is the director or commissioner of a state department of insurance designated as the lead state as described in 215 ILCS 5/131.14b(a).

 

"Ultimate controlling person" means any controlling person within an insurance holding company system who is not controlled by any other person.

 

(Source:  Amended at 46 Ill. Reg. 10863, effective July 1, 2022)

 

Section 652.30  Registration of Insurers – Form of Statement Filing

 

a)         An insurer required to file a statement pursuant to Section 131.13 of the Code shall furnish the required information in the format and as specified in the instructions contained in Form B, which is Illustration B to this Part.  The insurer is to identify whether the filing is an initial, annual or amendment to the Form B.

 

b)         An annual filing shall be made on or before each May 1 in the format of Form B containing current information for the preceding calendar year.

 

c)         Amendments

 

1)         An amendment to Form B shall be filed within 15 days after the end of any month in which the following occurs:

 

A)        there is a change in the control of the registrant, in which case the entire Form B shall be made current;

 

B)        there is a material change in the information given in Item 5 or Item 6 of Form B.

 

2)         Each amendment shall include the Form B cover page and the transactions that are the subject of the amendment.  A current signature and certification shall be given in regard to the information in the amendment.

 

d)         Alternative and Consolidated Registration

 

1)         Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers required to register under Section 131.13 of the Code.  Two or more affiliated insurers required to file may file a consolidated registration statement unless required otherwise by the Director. The Director shall request separate registration statements when the consolidated registration statement does not provide adequate information regarding the domestic insurer pursuant to Section 131.14 of the Code.  A 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 in the format designated on Form B, the authorized insurer may file a copy of the registration statement or similar report the authorized insurer 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. The report or statement shall be deemed substantially similar when a Department analyst can reasonably make the same determinations regarding the information contained in the report or statement as the analyst does for Form B filings made by domestic insurers; and

 

B)        the filing insurer demonstrates that the insurer is the principal insurance company in the insurance holding company system.  The principal insurer shall be the insurer that:

 

i)          has the most admitted assets; or

 

ii)         has the most insurance in force; or

 

iii)        has the most premium volume on an annualized basis; or

 

iv)        is the insurer that controls all other insurers.

 

2)         The question of whether the filing insurer is the principal insurance company in the insurance holding company system as defined in Section 131.1(c) of the Code 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, when required by the Director, set forth a brief statement of facts that 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 Director, an unauthorized insurer that is the principal insurer may follow any of the procedures which could be done by an authorized insurer under subsection (d)(1).

 

e)         Exemptions

 

1)         A foreign or alien insurer otherwise subject to this Section shall not be required to register pursuant to Section 131.13 of the Code if it is admitted in the domiciliary state of the principal insurer (as the term is defined in subsection (d)(2) of this Section) and in that State is subject to disclosure requirements and standards adopted by statute or regulation that are substantially similar to those contained in Sections 131.13 through 131.19 of the Code.  The Director may require a copy of the registration statement or other information filed with the domiciliary state. 

 

2)         The state of entry of an alien insurer shall be deemed to be its domiciliary state for the purpose of this Part.

 

f)         Disclaimers and Termination of Registration

 

1)         A disclaimer or a request for termination of registration claiming that a person does not or will not, upon the taking of some proposed action, control any other person (i.e., the "subject") shall contain the following information:

 

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 that person:

 

i)          the number and percentage of shares of the subject's voting securities that are held of record or known to be beneficially owned and the number of shares for which there is a right to acquire, directly or indirectly;

 

ii)         information as to all transactions in any voting securities of the subject that were effected during the past six months by that person;

 

C)        all relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of that person;

 

D)        a statement explaining why the person whose control is denied would not be considered to control the subject.

 

2)         A request for termination of registration shall be deemed to have been granted unless the Director, within 30 days after receiving the request, notifies the registrant otherwise. The request will be granted if the request is in compliance with the requirements of Article VIII½ of the Code and this Part.

 

(Source:  Amended at 31 Ill. Reg. 4031, effective February 23, 2007)

 

Section 652.40  Summary of Changes to Registration Statement

 

An insurer required to file a statement pursuant to Section 131.13 of the Code shall also file a summary of changes to the registration statement in the format and as specified in Form C, which is Illustration C of this Part.  A Summary of Changes to the Registration Statement must be filed simultaneously with the annual registration statement filed pursuant to 50 Ill. Adm. Code 652.30(c).

 

(Source:  Amended at 31 Ill. Reg. 4031, effective February 23, 2007)

 

Section 652.50  Enterprise Risk Report

 

a)         The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to Section 131.14b(a) of the Illinois Insurance Code shall furnish the required information on or before May 1 of each year in the format and providing the information specified in Form F (Illustration F of this Part).

 

b)         One complete 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.

 

c)         Incorporation by Reference

 

1)         Materials required by any item of this statement may be incorporated by reference in 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. In any case in which 2 or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties to the documents, 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 the other documents differ from the copied document.

 

(Source:  Amended at 46 Ill. Reg. 10863, effective July 1, 2022)

 

Section 652.55  Group Capital Calculation

 

a)         The Director has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the Director, acting as the lead state commissioner, makes a determination that the insurance holding company system meets all of the following criteria:

 

1)         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 $1,000,000,000;

 

2)         Has no insurers within its holding company structure that are domiciled outside of the United States or one of its territories;

 

3)         Has no banking, depository or other financial entity that is subject to an identified regulatory capital framework within its holding company structure;

 

4)         The holding company system attests that there are no material changes in the transactions between insurers and non-insurers in the group; and

 

5)         The non-insurers within the holding company system do not pose a material financial risk to the insurer’s ability to honor policyholder obligations.

 

b)         The Director, acting as the lead state commissioner, has the discretion to accept in lieu of the group capital calculation a limited group capital filing if:

 

1)         The insurance holding company system 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 $1,000,000,000; 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 and the non-insurers within the holding company system do not pose a material financial risk to the insurers ability to honor policyholder obligations.

 

c)         For an insurance holding company that has previously received an exemption with respect to the group capital calculation pursuant to subsection (a) or (b), the Director, acting as the lead state commissioner, may require at any time the ultimate controlling person or a controlling person who is not 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:

 

1)         Any insurer within the insurance holding company system is experiencing a Risk-Based Capital action level event as set forth in Sections 35A-15 through 35A-30 of the Code or a similar standard for a non-U.S. insurer; or

 

2)         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 Section 186.1 of the Code; or

 

3)         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.

 

d)         A non-U.S. jurisdiction is considered to "recognize and accept" the group capital calculation if it satisfies the following criteria:

 

1)         With respect to Section 131.14b(b)(4) of the Code:

 

A)        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

 

B)        When 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 serve as the documentation otherwise required in subsection (d)(1)(A).

 

2)         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 Director 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 Director shall determine, in consultation with the NAIC Committee Process, if the requirements of the information sharing agreements are in force.

 

e)         A list of non-U.S. jurisdictions that "recognize and accept" the group capital calculation are published through the NAIC Committee Process:

 

1)         A list of jurisdictions that "recognize and accept" the group capital calculation pursuant to Section 131.14b(b)(4) of the 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 clarifies those situations in which a jurisdiction is exempted from filing under Section 131.14b(b)(4) of the Code. To assist with a determination under Section 131.14b(b)(5) of the Code, the list identifies whether a jurisdiction that is exempted under either Section 131.14b(b)(3) or 131.14b(b)(4) of the Code requires a group capital filing for any U.S.-based insurance group’s operations in that non-U.S. jurisdiction.

 

2)         For a non-U.S. jurisdiction where no U.S. insurance groups operate, the confirmation provided to meet the requirement of subsection (d)(1)(B) 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.

 

3)         If the lead state commissioner makes a determination pursuant to Section 131.14b(b)(4) of the Code that differs from the NAIC list, the lead state commissioner will provide a thoroughly documented justification to the NAIC and other states.

 

4)         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 non-U.S. jurisdiction be removed from the list of jurisdictions that "recognize and accept" the group capital calculation.

 

(Source:  Amended at 47 Ill. Reg. 126, effective December 20, 2022)

 

Section 652.60  Severability Provision

 

If any Section or portion of a Section of this Part or the applicability of that Section or portion of a Section to any person or circumstance is held invalid by a court, the remainder of the Part or the applicability of the provision to other persons or circumstances shall not be affected by that determination of invalidity.

 

(Source:  Added at 41 Ill. Reg. 13640, effective October 27, 2017)

 

Section 652.ILLUSTRATION B   Form B − Insurance Holding Company System Registration Statement – Initial, Annual or Amendment

 

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.

 

FORM B

 

INSTRUCTIONS FOR COMPLETION

 

Filed with the Department of Insurance of the State of Illinois.

 

BY

 

(Name of Registrant)
On Behalf of the Following Insurance Companies
Date:		, 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 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 ½ 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:

 

SIGNATURE

 

Pursuant to the requirements of Section 131.14 of the Code and 50 Ill. Adm. Code 652, 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 of Registrant
BY
						(Name)		(Title)
Attest:
(Signature of Officer)
(Title)

 

CERTIFICATION

 

The undersigned deposes and says that (s)he has duly executed the attached registration statement
dated			, 20		, for and on behalf of	(Name of
	Company)						that (s)he is the
(Title of Officer)					of such company, and that (s)he has authority to
execute and file the instrument.  Deponent further says that (s)he is familiar with the instrument and that the facts set forth in the instrument are true to the best of his or her knowledge, information and belief.

 

	Signature
	(Type or Print Name)

 

(Source:  Amended at 46 Ill. Reg. 10863, effective July 1, 2022)

 

Section 652.ILLUSTRATION C  Form C − Summary of Registration Statement

 

FORM C

 

SUMMARY OF CHANGES TO REGISTRATION STATEMENT

 

Filed with the Department

of Insurance of the State of Illinois

 

By
			Name of Registrant
On Behalf of the Following Insurance Companies
Name						Address
Date:				, 20
		Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Summary Should Be Addressed:

 

 

Furnish a brief description of all items in the current annual registration statement that represent changes from the prior year's annual registration statement.  The description shall include specific references to item numbers in the annual registration statement and to the terms contained in the item.  Changes occurring under Item 2, insofar as changes in the percentage of each class of voting securities held by each affiliate is concerned, need only be included if the changes are ones that result in ownership or holdings of 10% or more of voting securities, or loss or transfer of control or acquisition or loss of partnership interest.  Changes occurring under Item 4 of the annual registration statement need only be included if:  (1) an individual is, for the first time, made a director or executive officer of the ultimate controlling person or (2) a director or executive officer terminates his or her responsibilities with the ultimate controlling person.

 

If a transaction disclosed on the prior year's annual registration statement has been amended, the nature of the amendment shall be included.  If a transaction disclosed on the prior year's annual registration statement has been completed, furnish the mode of completion and any flow of funds between affiliates resulting from the transaction.

 

The insurer shall furnish statements 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, disclosure and the review that might otherwise occur pursuant to Section 131.20a of the Code.

 

SIGNATURE Signature and certification of the form as follows:

 

SIGNATURE

Pursuant to 50 Ill. Adm. Code 652.40, the Registrant has caused this summary of registration

statement to be duly signed on its behalf in the City of

State of

on the

day of

, 20

.

(Name of Registrant)

(Name)

(Title)

Attest:

(Signature of Officer)

(Title)

 

CERTIFICATION

 

The undersigned deposes and says that (s)he has duly executed the attached summary of
registration statement dated					, 20		, for and on behalf of
		; that (s)he is the
(Name of Company)				(Title of Officer)
of that company, and that (s)he is authorized to execute and file the instrument.  Deponent further says that (s)he is familiar with the instrument and that the facts set forth in the instrument are true to the best of his/her knowledge, information and belief.
			(Signature)
			(Type or Print Name)

 

(Source:  Amended at 41 Ill. Reg. 13640, effective October 27, 2017)

 

Section 652.ILLUSTRATION F   Form F – Enterprise Risk Report – Initial, Annual or Amendment

 

FORM F

 

ENTERPRISE RISK REPORT

 

Filed with the Insurance Department of the State of ______________________

 

By

 

______________________________________________________________________________

Name of Registrant/Applicant

 

On Behalf of/Related to the Following Insurance Companies

 

Name and 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, and in a manner appropriate to the nature, scale and complexity of the operations of the insurance holding company system,

shall provide information regarding the following areas that could produce enterprise risk as defined in Section 131.14b of the Illinois Insurance Code, provided that information is not disclosed in the Insurance Holding Company System Annual Registration Statement filed on behalf of itself or another insurer for which it is the ultimate controlling person:

 

•           Any material developments regarding strategy, internal audit findings, compliance or risk management affecting the insurance holding company system;

 

•           Acquisition or disposal of insurance entities and reallocating of existing financial or insurance entities within the insurance holding company system;

 

•           Any changes of shareholders of the insurance holding company system exceeding 10 percent or more of voting securities;

 

•           Developments in various investigations, regulatory activities or litigation that may have a significant bearing or impact on the insurance holding company system;

 

•           Business plan of the insurance holding company system and summarized strategies for the next 12 months;

 

•           Identification of material concerns of the insurance holding company system raised by a supervisory college (a group established by the Director to determine a company's compliance with Article VIII½ of the Code (Insurance Holding Company Systems)), if any, in the last year;

 

•           Identification of insurance holding company system capital resources and material distribution patterns;

 

•           Identification of any negative movement, or discussions with rating agencies that 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);

 

•           Information on corporate or parental guarantees throughout the holding company and the expected source of liquidity should those guarantees be called upon; and

 

•           Identification of any material activity or development of the insurance holding company system that, in the opinion of senior management, could adversely affect the insurance holding company system.

 

The Registrant/Applicant may attach the appropriate form most recently filed with the U.S. 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 U.S., 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.

 

(Source:  Added at 41 Ill. Reg. 13640, effective October 27, 2017)