Arizona Administrative Code › Title 20 - COMMERCE, FINANCIAL INSTITUTIONS, AND INSURANCE › Chapter 06 - DEPARTMENT OF INSURANCE AND FINANCIAL INSTITUTIONS - INSURANCE DIVISION › Article 14 - INSURANCE HOLDING COMPANY › Appendix B - Form B - Insurance Holding Company System Annual Registration Statement

Current through Register Vol. 30, No. 28, July 12, 2024
INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION
				  STATEMENT
Filed with the Arizona Department of Insurance and Financial
				  Institutions
By
[Name of Registrant]
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:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
ITEM 1. IDENTITY AND CONTROL OF
				  REGISTRANT
[Furnish the exact name of each insurer registering or being
				  registered (hereinafter called "the Registrant"), the federal identification
				  number and the NAIC number of each, the home office address and principal
				  executive offices 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 among all affiliated persons within the insurance
				  holding company system. The chart or listing 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 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. THE ULTIMATE CONTROLLING PERSON
[As to the ultimate controlling person in the insurance
				  holding company system furnish the following information:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(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 class of voting security, the class of such security, the number
				  of shares held of record or known to be beneficially owned, and the percentage
				  of class so held or owned; and
(g) If court proceedings involving a reorganization or
				  liquidation are pending, indicate the title and location 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, the individual's
				  principal occupation and all offices and positions held during the past five
				  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, the individual's principal occupation and all offices and positions
				  held during the past five years, and any conviction of crimes other than minor
				  traffic violations.]
ITEM 5. TRANSACTIONS AND AGREEMENTS
[Briefly describe the following agreements in force, and
				  transactions currently outstanding or which have occurred during the last
				  calendar year between the Registrant and its affiliates:
(a) Loans, other investments, or purchases, sales or
				  exchanges of securities of the affiliates 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 agreements, service contracts and all
				  cost-sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to shareholders;
(h) Consolidated tax allocation agreements; and
(i) Any pledge of the Registrant's stock and/or of the stock
				  of any subsidiary or controlling affiliate, for a loan made to any member of
				  the insurance holding company system.
No information need be disclosed if such information is not
				  material for purposes of A.R.S. §
									20-481.09.
Sales, purchases, exchanges, loans or extensions of credit,
				  investments or guarantees involving one-half of 1% or less of the Registrant's
				  admitted assets as of the 31st 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 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, 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 the ultimate controlling person or any of its
				  directors or executive officers was a party 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 which may be relevant to the trustworthiness
				  of any party thereto; and
(b) Proceedings which may have a material effect upon the
				  solvency or capital structure of the ultimate holding company including, but
				  not necessarily limited to, bankruptcy, receivership or other corporate
				  reorganizations.]
ITEM 7.a. STATEMENT REGARDING PLAN OR SERIES OF
				  TRANSACTIONS
[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, the purpose of which is
				  to avoid statutory threshold amounts and the review that might otherwise
				  occur.]
ITEM 7.b. STATEMENT REGARDING CORPORATE GOVERNANCE AND
				  INTERNAL CONTROLS
[The insurer shall furnish a statement that the insurer's
				  board of directors oversees corporate governance and internal controls of the
				  insurer and that the insurer's officers or senior management have approved,
				  implemented and maintain and monitor corporate governance and internal control
				  procedures.]
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
[(a) Financial statements and exhibits shall be attached to
				  this statement as an appendix, but list under this item the financial
				  statements and exhibits so attached.
(b) If the ultimate controlling person is a corporation, an
				  organization, a limited liability company, or other legal entity, 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 the
				  person's latest fiscal year.
If at the time of the initial registration, the annual
				  financial statements 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. Such 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.
Other than with respect to the foregoing, such 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 shall
				  be deemed to be an appropriate form and format.
Unless the Director otherwise permits, the annual financial
				  statements shall be accompanied by the certificate of an independent public
				  accountant to the effect that the 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 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 that state.
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.
(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; and any additional documents or papers
				  required by Forms B and G.]
ITEM 9. FORM C REQUIRED
[A Form C, Summary of Registration Statement, must be
				  prepared and filed with this Form B.]
ITEM 10. SIGNATURE AND CERTIFICATION
[Signature and certification required as follows:]
SIGNATURE
Pursuant to the requirements of A.R.S. §
									20-481.09, Registrant
				  _____________________________has caused this annual registration statement to
				  be duly signed on its behalf in 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 they have duly executed
				  the attached application dated ____________________, 20_____, for and on behalf
				  of ______________________________; that they are the
				  __________________________
(Name of Applicant) (Title of Officer)
of such company and that they are authorized to execute and
				  file such instrument. Deponent further says that they are familiar with the
				  instrument and the contents thereof, and that the facts therein set forth are
				  true to the best of knowledge, information and belief.
______________________
(Signature)
_______________________________
(Type or print name beneath)