Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Appendix A › Form B - INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT

Current through Register Vol. 54, No. 28, July 13, 2024
Filed with the Insurance Department of the Commonwealth
						of Pennsylvania by (
Name of Registrant
) on behalf of
						the following insurance companies:
Name
Address
NAIC Code Number State of Domicile
Date:_________ ,________
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 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 such 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. Ultimate Controlling
						Person
As to an 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 the security, the
						number of shares held of record or known to be beneficially owned, and the
						percentage of class so held or owned.
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 an ultimate
						controlling person in the form of biographical affidavits signed in the
						original: the individual's name and address, his or her 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 five
						years. If the ultimate controlling person is an individual, furnish the
						following information in the form of a biographical affidavit signed in the
						original: the individual's name and address, his or her principal occupation
						and all offices and positions held during the past five years, and any
						conviction of crimes other than minor traffic violations. Biographical
						affidavits filed with the Department within the immediately preceding three
						years need not be included if there has been no change in the information
						already on file. The Department will accept copies of original, signed
						biographical affidavits filed with the chief insurance regulatory official of
						another jurisdiction if the following conditions are met:
(1) The identity of the chief insurance regulatory
						official holding the original affidavit and the date of the original filing are
						provided in this statement.
(2) The original affidavit was filed within the
						immediately preceding 3 years.
(3) There has been no change in the information required
						in the affidavit.
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, including extraordinary dividends and other material
						transactions reported under §§
											25.21 and
						25.22 of this chapter, 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,
						including contributions of assets to Registrant;
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. 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.
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 and need not be disclosed.
The description shall be in a manner as to permit the
						proper evaluation thereof by the Commissioner, and shall include at least the
						following: the effective date, 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 an ultimate controlling person or any of its
						directors or executive officers was a party or of which the property of an
						ultimate controlling person or any of its directors or executive officers 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 an ultimate controlling person including, but
						not necessarily limited to, bankruptcy, receivership or other corporate
						reorganizations.
Item 7. 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.
like transactions, the purpose of which is to avoid
						statutory threshold amounts and the review that might otherwise occur.
Item 8. Financial Statements and
						Exhibits
A. 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.
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 any
						ultimate controlling person in the insurance holding company system as of the
						end of the person's latest fiscal year. Financial statements are required for
						an ultimate controlling person who is an individual as well as for a
						corporation or other type of business organization.
If a holding company system includes more than one
						ultimate controlling person, annual financial statements are required for each
						ultimate controlling person unless the Commissioner, in the Commissioner's
						discretion, finds that annual financial statements for one or more of the
						ultimate controlling persons are not necessary to carry out the act.
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 that
						information is available. Financial statements may be prepared on either an
						individual basis, or unless the Commissioner otherwise requires, on a
						consolidated basis if the 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 NAIC
						unless an alternative form is accepted by the Commissioner. 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 Commissioner 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 an 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 an 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 filed in the insurer's domiciliary jurisdiction and are in
						accordance with requirements of insurance or other accounting principles
						prescribed or permitted under the law and regulations of that jurisdiction. 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 an ultimate controlling person and proxy material
						used by an ultimate controlling person; and any additional documents or papers
						required by this chapter.
Item 9. Form C Required
A Form C, Summary of Registration Statement, must be
						prepared and filed with this Form.
Item 10. Corporate Governance and Internal
						Controls
The insurer shall furnish a statement that the insurer's
						board of directors oversees corporate governance and internal controls and that
						the insurer's officers or senior management have approved, implemented and will
						continue to maintain and monitor corporate governance and internal control
						procedures.
Item 11. Signature and
						Certification
SIGNATURE
Pursuant to the requirements of Section 1404 of the act,
						the 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 _____________ , _____________.
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