Any person seeking to acquire "control" of a Nebraska domestic insurer through acquisition or merger must file a Form A in accordance with Neb. Rev. Stat. §44-2126. A public hearing will be held within thirty days of a complete filing, and approval will be issued by the Director of Insurance upon assurance that all requirements of Neb. Rev. Stat. §44-2127 have been met.
Please note an exemption from filing a Form A may be made if the requirements of Neb. Rev. Stat. §44-2128 are met.
Filing Requirements
A person required to file a Form A pursuant Neb. Rev. Stat. §44-2126 shall file all information outlined in the Form A template of Title 210, Nebraska Department of Insurance, Chapter 24, and a filing fee of $1,000 in accordance with Neb. Rev. Stat. §44-2131.
A summary of the information to be included in the Form A filing is included below:
1. Insurer and Method of Acquisition
2. Identity and Background of Applicant - including nature of business operations if applicable and an organizational chart
3. Identity and Background of Individuals Associated with Applicant - including biographical affidavits of all persons who are directors, executive officers, or owners of 10% or more of the voting securities of the applicant
4. Nature, Source and Amount of Consideration - including a description of consideration and criteria used in determining the amount
5. Future Plans for Insurers - including any plans for an extraordinary dividend, liquidation, merger, sale of assets and/or material change in business plan, corporate structure or management
6. Voting Securities to be acquired
7. Ownership of Voting Rights
8. Contracts, Arrangements or Understandings with Respect to Voting Securities of Insurer
9. Recent Purchases of Voting Securities
10. Recent Recommendations to Purchase
11. Agreements with Broker-Dealers
12. Financial Statements and Exhibits - including financial statements, exhibits and three-year financial projections of insurers; annual financial statements of applicant and affiliates for the preceding five years
13. Agreement Requirements for Enterprise Risk Management
14. Signature and Certification - including notarization
Where to File
- Filings should be submitted electronically to the attention of the Director of Insurance.
Guidance
Questions:
Tadd Wegner
Chief Financial Regulator
(402) 471-8734
Tadd.Wegner@nebraska.gov
A "Disclaimer of Affiliation" may be filed by any person, insurer, or member of a holding company claiming that a person does not, or will not upon taking some proposed action, control another person:
Filing information:
- What to include:
- The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and insurer as well as the basis for disclaiming such affiliation and shall include the following information as outlined in Title 210, Chapter 24, §017.01
- the number of authorized, issued, and outstanding voting securities of the subject
- with respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject's voting securities which are held of record or known to be beneficially owned, and the number of such shares concerning which there is a right to acquire directly or indirectly
- all material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person;
- a statement explaining why such person should not be considered to control the subject
- the number of authorized, issued, and outstanding voting securities of the subject
- The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and insurer as well as the basis for disclaiming such affiliation and shall include the following information as outlined in Title 210, Chapter 24, §017.01
- Where to file:
- Filings should be submitted electronically to the attention of the Director of Insurance
- Filings should be submitted electronically to the attention of the Director of Insurance
- Fees:
- There are no fees associated with Disclaimers of Affiliation
- There are no fees associated with Disclaimers of Affiliation
Guidance:
Contact person:
For questions related to filing a Disclaimer of Affiliation, please contact:
Tadd Wegner
Chief Financial Regulator
(402) 471-8734
Tadd.Wegner@nebraska.gov
Any domestic stock insurance company may merge with another stock insurer after the contract of merger is approved by the Director. The Director shall not approve any such contract of merger unless the interests of the policyholders or shareholders of both parties thereto are properly protected.
Filing information:
- What to include:
- Cover Letter outlining the following:
- Parties subject to merger transaction
- Background of Transaction
- Nature and Purpose of Transaction
- Impact on operations and financial condition of domestic insurer
- Planned Policyholder Notification and related documentation
- Agreement & Plan of Merger
- Board Resolution(s) of each insurer approving transaction
- Articles of Merger
- Most recent quarterly and annual financial statements
- Three-year proforma financial statements of surviving entity
- Cover Letter outlining the following:
- Where to file:
- Filings should be submitted electronically to the attention of the Director of Insurance
- Filings should be submitted electronically to the attention of the Director of Insurance
- Fees:
- The filing fee for filing a merger application is $50
- The filing fee for filing a merger application is $50
Guidance
Contact person:
For questions related to filing a Merger application, please contact:
Tadd Wegner
Chief Financial Regulator
(402) 471-8734
Tadd.Wegner@nebraska.gov
Form B:
Form B is the registration of insurers authorized to do business in Nebraska and that are members of an insurance holding company system
- Initial Filing:
- When to file:
- Once an insurer becomes subject to registration, Form B must be filed within 15 days
- Once an insurer becomes subject to registration, Form B must be filed within 15 days
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- The initial registration filing fee is $1,000
- The initial registration filing fee is $1,000
- When to file:
- Annual Filing:
- When to file:
- Due May 1st
- Due May 1st
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- Annual filing fee is $200
- Annual filing fee is $200
- When to file:
Form C:
- All registration statements must contain a summary outlining all items in the current registration statement representing changes from the prior registration statement
- When to file:
- Due May 1st with Form B filing
- Due May 1st with Form B filing
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no filing fees associated with the Form C filing.
- There are no filing fees associated with the Form C filing.
Form B Amendments:
- When to file:
- Each registered insurer shall keep current the information required to be disclosed in its registration statement (Form B) by reporting all material changes or additions within 15 days after the end of the month in which it learns of each such change or addition.
- Each registered insurer shall keep current the information required to be disclosed in its registration statement (Form B) by reporting all material changes or additions within 15 days after the end of the month in which it learns of each such change or addition.
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees
- There are no filing fees associated with Form B Amendments
- There are no filing fees associated with Form B Amendments
Guidance:
Questions:
For questions related to Form B/C, please contact :
Chris Amory
Holding Company Specialist
(402) 471-5351
Chris.Amory@nebraska.gov
Description:
A Form D filing is a formal notification of a material transaction involving a domestic insurer and any person in its insurance holding company system that exceeds the materiality standards contained in Neb. Rev. Stat. §44-2133(2)(a) - (e).
A Form D should also be filed for any amendments or modifications of affiliate agreements previously filed.
Filing information:
- When to file:
- Form Ds should be filed at least 30 days prior to entering into such transaction
- Form Ds should be filed at least 30 days prior to entering into such transaction
- What to file:
- Completed Form D (see Title 210 Chapter 24 for example)
- Copy of Agreement/Amendment
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no filing fees associated with Form D filings
- There are no filing fees associated with Form D filings
Guidance:
Questions:
For questions related to the Form D, please contact:
Chris Amory
Holding Company Specialist
(402) 471-5351
Chris.Amory@nebraska.gov
Description:
Form F is an Enterprise Risk Report that identifies the material risks within an insurance holding company system that could pose enterprise risk to the insurer.
- The Form F comprises areas that could produce enterprise risk to the insurer. Adequate information should be provided in each of these sections in order to accurately describe any material risks posed to the insurer. Supplemental Information (e.g. SEC Filings, etc.) can be included or referenced to further support any material risk identified.
- Filing Information:
- When to File:
- Due May 1st
- Due May 1st
- Where to File:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no filing fees associated with the Form F filing. See Form B section above for annual filing fee information.
- There are no filing fees associated with the Form F filing. See Form B section above for annual filing fee information.
- When to File:
- Guidance
Questions:
For questions related to the Form F, please contact:
Chris Amory
Holding Company Specialist
(402) 471-5351
Chris.Amory@nebraska.gov
The Group Capital Calculation (GCC) is a tool developed for use in solvency monitoring. The GCC is an aggregation or grouping of the available financial resources and calculated required capital of all material legal entities in an insurance group.
Except as provided in Neb. Rev. Stat. §44-2132 (13-16), the ultimate controlling person of every insurer subject to registration shall concurrently file with the Form B Registration an annual capital calculation completed in accordance with the group capital calculation instructions.
Filing information:
- When to file:
- Filings are due annually on May 1st.
- Filings are due annually on May 1st.
- What to file:
- The GCC template can be found on the NAIC's website
- The GCC template can be found on the NAIC's website
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no fees associated with the GCC filing
- There are no fees associated with the GCC filing
Guidance:
Questions:
For questions related to the GCC, please contact:
Anthony Quandt
Group Solvency Specialist
(402) 471-3164
Anthony.Quandt@nebraska.gov
The ORSA is an internal process undertaken by an insurer or insurance group to assess the adequacy of its risk management and current and prospective solvency positions under normal and severe stress scenarios. An ORSA will require insurers to analyze all reasonably foreseeable and relevant material risks (i.e., underwriting, credit, market, operational, liquidity risks, etc.) that could have an impact on an insurer's ability to meet its policyholder obligations.
Filing information:
- Who should file:
- The insurer 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 $500,000,000 or more
- The insurance group of which the insurer is a member 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 $1,000,000,000 or more
- What to include:
- The insurer of the insurance group shall regularly conduct an own risk and solvency assessment consistent with a process comparable to the own risk and solvency assessment guidance manual. NAIC ORSA Guidance Manual
- The own risk and solvency assessment shall be conducted no less than annually but also at any time when there are significant changes to the risk profile of the insurer or the insurance group of which the insurer is a member
- Material changes made to the ORSA from year to year should be identified separately as part of the filing
- The insurer of the insurance group shall regularly conduct an own risk and solvency assessment consistent with a process comparable to the own risk and solvency assessment guidance manual. NAIC ORSA Guidance Manual
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no fees associated with an ORSA filing
- There are no fees associated with an ORSA filing
Guidance:
- Risk Management and Own Risk and Solvency Assessment Act
Questions:
For questions related to the ORSA, please contact
Jennifer Rose
Assistant Chief Examiner - Analysis
(402) 471-0343
Jennifer.Rose@nebraska.gov
The purpose of the Corporate Governance Annual Disclosure Act (CGAD) is to provide the director a summary of an insurer's or insurance group's corporate governance structure, policies, and practices to permit the director to gain and maintain an understanding of the insurer's or insurance group's corporate governance framework; outline the requirements for completing a corporate governance annual disclosure with the director; and provide for the confidential treatment of the corporate governance annual disclosure and related information that contains confidential and sensitive information related to an insurer's or insurance group's internal operations and proprietary and trade secret information which, if made public, could potentially cause the insurer or insurance group competitive harm or disadvantage.
Filing information:
- What to include:
- Title 210 Neb. Admin. Code Chapter 88 §005 describes the contents of a Corporate Governance Annual Disclosure
- Title 210 Neb. Admin. Code Chapter 88 §005 describes the contents of a Corporate Governance Annual Disclosure
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no fees associated with CGAD filings
- There are no fees associated with CGAD filings
Guidance:
- Corporate Governance Annual Disclosure Act
- Title 210 Neb. Admin Code Chapter 88
Questions:
For questions related to the CGAD, please contact:
Jennifer Rose
Assistant Chief Examiner - Analysis
(402) 471-0343
Jennifer.Rose@nebraska.gov
Dividend filing submissions are subject to the requirements of Neb. Rev. Stat. §44-2132 and Title 210 Neb. Admin. Code Chapter 24 §020. Extraordinary dividends are subject to additional requirements of Neb. Rev. Stat. §44-2134 and 44-325.
Filing information:
- ALL dividend submissions should include the following:
- Notice should be received within 5 business days of declaration
- Amount of the dividend
- Type of consideration
- If other than cash, provide:
- Description of asset
- Cost
- Fair market value
- Explanation of the basis for valuation
- If other than cash, provide:
- Type of consideration
- Date of payment
- Payment date should NOT be within 10 business days from receipt of notice unless approved
- Payment date should NOT be within 10 business days from receipt of notice unless approved
- Party dividend is payable to
- Calculation to determine if dividend is ordinary/extraordinary
- Amounts, dates, and forms of payment for dividends declared within the past 12 months
- Total surplus as of prior annual statement
- For Life Insurers:
- Net income from operations of the prior year
- For Non-Life Insurers:
- Net income less realized capital gains for the prior 2 years
- Dividends paid in the prior 2 calendar years
- Amount of surplus represented by cumulative unrealized gains or losses disclosed in the Company's note to the financial statements
- Signed declaration from the Board of Directors or documentation from a senior officer certifying the Board has approved the dividend
- Additional items to include with extraordinary dividend and distribution submissions:
- Payment date should NOT be within 30 days from receipt of notice unless approved
- Provide Balance Sheets and Income Statements for all interim periods since the last annual statement
- Brief statement regarding the purpose for the dividend as well as the effect of the dividend on the surplus of the company
- Where to file:
- Filings should be made to the Department's Electronic Filings Portal
- Filings should be made to the Department's Electronic Filings Portal
- Fees:
- There are no fees associated with dividend filings
- There are no fees associated with dividend filings
Guidance
- Neb. Rev. Stat. §44-2132(5)
- Neb. Rev. Stat. §44-2134
- Chapter 24 §020
- Neb. Rev. Stat. §44-325
- Adequacy of surplus
Questions:
For questions related to dividends, please contact:
Jennifer Rose
Assistant Chief Examiner - Analysis
(402) 471-0343
Jennifer.Rose@nebraska.gov
