Okla. Stat. tit. 36, § 36-1635

A. Every insurer which is authorized to do business in this

state and which is a member of an insurance holding company system

shall register with the Insurance Commissioner, except a foreign

insurer subject to registration requirements and standards adopted

by statute or regulation in the jurisdiction of its domicile which

are substantially similar to those contained in:

1. This section;

2. Paragraph 1 of subsection A of Section 1636 of this title

and subsections B and D of Section 1636 of this title; and

3. Either paragraph 2 of subsection A of Section 1636 of this

title or a provision such as the following: Each registered insurer

shall keep current the information required to be disclosed in its

registration statement by reporting all material changes or

additions within fifteen (15) days after the end of the month in

which it learns of each change or addition; provided, however, that

subject to subsection B of Section 1636 of this title, each

registered insurer shall so report all dividends and other

distributions to shareholders within two (2) business days following

the declaration thereof.

Any insurer which is subject to registration under this section

shall register within fifteen (15) days after it becomes subject to

registration, and annually thereafter by May 1 of each year for the

previous calendar year, unless the Commissioner for good cause shown

extends the time for registration, and then within the extended

time. The Commissioner may require any insurer authorized to do

business in the state which is a member of an insurance holding

company system, and which is not subject to registration under this

section, to furnish a copy of the registration statement, the

summary specified in subsection C of this section or other

information filed by the insurance company with the insurance

regulatory authority of its domiciliary jurisdiction.

B. Every insurer subject to registration shall file the

registration statement with the Commissioner on a form and in a

format prescribed by the National Association of Insurance

Commissioners (NAIC), which shall contain the following current

information:

1. The capital structure, general financial condition,

ownership and management of the insurer and any person controlling

the insurer;

2. The identity and relationship of every member of the

insurance holding company system;

Oklahoma Statutes - Title 36. Insurance Page 466

3. The following agreements in force, and transactions

currently outstanding or which have occurred during the last

calendar year between the insurer and its affiliates:

a. loans, other investments, or purchases, sales or

exchanges of securities of the affiliates by the

insurer or of the insurer by its affiliates,

b. purchases, sales or exchange 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 insurer's assets to liability, other

than insurance contracts entered into in the ordinary

course of the insurer's business,

e. all management agreements, service contracts and all

cost-sharing arrangements,

f. reinsurance agreements,

g. dividends and other distributions to shareholders, and

h. consolidated tax allocation agreements;

4. 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;

5. If requested by the Commissioner, the insurer shall include

financial statements of or within an insurance holding company

system, including all affiliates. Financial statements may include

but are not limited to annual audited financial statements filed

with the U.S. Securities and Exchange Commission (SEC) pursuant to

the Securities Act of 1933, as amended, or the Securities Exchange

Act of 1934, as amended. An insurer required to file financial
de

financial statements of or within an insurance holding company

system, including all affiliates. Financial statements may include

but are not limited to annual audited financial statements filed

with the U.S. Securities and Exchange Commission (SEC) pursuant to

the Securities Act of 1933, as amended, or the Securities Exchange

Act of 1934, as amended. An insurer required to file financial

statements pursuant to this paragraph may satisfy the request by

providing the Commissioner with the most recently filed parent

corporation financial statements that have been filed with the SEC;

6. Other matters concerning transactions between registered

insurers and any affiliates as may be included from time to time in

any registration forms adopted or approved by the Commissioner;

7. Statements 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

continue to maintain and monitor corporate governance and internal

control procedures; and

8. Any other information required by the Commissioner by rule

or regulation.

C. All registration statements shall contain a summary

outlining all items in the current registration statement

representing changes from the prior registration statement.

D. No information need be disclosed on the registration

statement filed pursuant to subsection B of this section if the

information is not material for the purposes of this section.

Oklahoma Statutes - Title 36. Insurance Page 467

Unless the Commissioner by rule, regulation or order provides

otherwise, sales, purchases, exchanges, loans or extensions of

credit, investments, or guarantees involving one-half of one percent

(.5%) or less of an insurer's admitted assets as of December 31 next

preceding shall not be deemed material for purposes of this section.

The definition of materiality provided in this subsection shall not

apply for purposes of the Group Capital Calculation Instructions or

the Liquidity Stress Test Framework.

E. Subject to subsection B of Section 1636 of this title, each

registered insurer shall report to the Commissioner all dividends

and other distributions to shareholders within fifteen (15) business

days following the declaration thereof.

F. Any person within an insurance holding company system

subject to registration shall be required to provide complete and

accurate information to an insurer, where the information is

reasonably necessary to enable the insurer to comply with the

provisions of this act.

G. The Commissioner shall terminate the registration of any

insurer which demonstrates that it no longer is a member of an

insurance holding company system.

H. The Commissioner may require or allow two or more affiliated

insurers subject to registration to file a consolidated registration

statement.

I. The Commissioner may allow an insurer which is authorized to

do business in this state and which is part of an insurance holding

company system to register on behalf of any affiliated insurer which

is required to register under subsection A of this section and to

file all information and material required to be filed under this

section.

J. The provisions of this section shall not apply to any

insurer, information or transaction if and to the extent that the

Commissioner by rule, regulation or order shall exempt the same from

the provisions of this section.

K. Any person may file with the Commissioner a disclaimer of

affiliation with any authorized insurer or a disclaimer may be filed

by the insurer or any member of an insurance holding company system.

The disclaimer shall fully disclose all material relationships and

bases for affiliation between the person and the insurer as well as

the basis for disclaiming the affiliation. A disclaimer of

affiliation shall be deemed to have been granted unless the
of

affiliation with any authorized insurer or a disclaimer may be filed

by the insurer or any member of an insurance holding company system.

The disclaimer shall fully disclose all material relationships and

bases for affiliation between the person and the insurer as well as

the basis for disclaiming the affiliation. A disclaimer of

affiliation shall be deemed to have been granted unless the

Commissioner, within thirty (30) days following receipt of a

complete disclaimer, notifies the filing party the disclaimer is

disallowed. In the event of disallowance, the disclaiming party may

request an administrative hearing, which shall be granted. The

disclaiming party shall be relieved of its duty to register under

this section if approval of the disclaimer has been granted by the

Commissioner, or if the disclaimer is deemed to have been approved.

Oklahoma Statutes - Title 36. Insurance Page 468

L. 1. The ultimate controlling person of every insurer subject

to registration shall also file an annual enterprise risk report.

The report shall, to the best of the ultimate controlling person's

knowledge and belief, identify the material risks within the

insurance holding company system that could pose enterprise risk to

the insurer. The report shall be filed with the lead state

Commissioner of the insurance holding company system as determined

by the procedures within the Financial Analysis Handbook adopted by

the National Association of Insurance Commissioners.

2. Except as provided below, the ultimate controlling person of

every insurer subject to registration shall concurrently file with

the registration an annual group capital calculation as directed by

the lead state Commissioner. The report shall be completed in

accordance with the NAIC Group Capital Calculation Instructions,

which may permit the lead state Commissioner to allow a controlling

person that is not the ultimate controlling person to file the group

capital calculation. The report shall be filed with the lead state

Commissioner of the insurance holding company system as determined

by the commissioner in accordance with the procedures within the

Financial Analysis Handbook adopted by the NAIC. Insurance holding

company systems described below are exempt from filing the group

capital calculation:

a. an insurance holding company system that has only one

insurer within its holding company structure, that

only writes business in its domestic state, and

assumes no business from any other insurer,

b. an insurance holding company system that is required

to perform a group capital calculation specified by

the United States Federal Reserve Board. The lead

state Commissioner shall request the calculation from

the Federal Reserve Board under the terms of

information sharing agreements in effect. If the

Federal Reserve Board cannot share the calculation

with the lead state Commissioner, the insurance

holding company system is not exempt from the group

capital calculation filing,

c. an insurance holding company system whose non-United

States group-wide supervisor is located within a

reciprocal jurisdiction as described in Section 5122

of Title 36 of the Oklahoma Statutes that recognizes

the United States state regulatory approach to group

supervision and group capital,

d. an insurance holding company system:

(1) that provides information to the lead state that

meets the requirements for accreditation under

the NAIC financial standards and accreditation

program, either directly or indirectly through

Oklahoma Statutes - Title 36. Insurance Page 469

the group-wide supervisor, who has determined

such information is satisfactory to allow the

lead state to comply with the NAIC group

supervision approach, as detailed in the NAIC

Financial Analysis Handbook, and
requirements for accreditation under

the NAIC financial standards and accreditation

program, either directly or indirectly through

Oklahoma Statutes - Title 36. Insurance Page 469

the group-wide supervisor, who has determined

such information is satisfactory to allow the

lead state to comply with the NAIC group

supervision approach, as detailed in the NAIC

Financial Analysis Handbook, and

(2) whose non-United States group-wide supervisor

that is not in a reciprocal jurisdiction

recognizes and accepts, as specified by the

commissioner in regulation, the group capital

calculation as the world-wide group capital

assessment for United States insurance groups who

operate in that jurisdiction,

e. notwithstanding the provisions of subparagraphs c and

d of paragraph 2 of subsection L of this section, a

lead state Commissioner shall require the group

capital calculation for U.S. operations of any non-

United States-based insurance holding company system

where, after any necessary consultation with other

supervisors or officials, it is deemed appropriate by

the lead state Commissioner for prudential oversight

and solvency monitoring purposes or for ensuring the

competitiveness of the insurance marketplace,

f. notwithstanding the exemptions from filing the group

capital calculation stated in subparagraphs a through

d of paragraph 2 of subsection L of this section, the

lead state Commissioner has the discretion to exempt

the ultimate controlling person from filing the annual

group capital calculation or to accept a limited group

capital filing or report in accordance with criteria

as specified by the commissioner in regulation, and

g. if the lead state Commissioner determines that an

insurance holding company system no longer meets one

or more of the requirements for an exemption from

filing the group capital calculation under this

section, the insurance holding company system shall

file the group capital calculation at the next annual

filing date unless given an extension by the lead

state Commissioner based on reasonable grounds shown;

3. The ultimate controlling person of every insurer subject to

registration and also scoped into the NAIC Liquidity Stress Test

Framework shall file the results of a specific year's Liquidity

Stress Test. The filing shall be made to the lead state insurance

commissioner of the insurance holding company system as determined

by the procedures within the Financial Analysis Handbook adopted by

the NAIC:

a. the NAIC Liquidity Stress Test Framework includes

Scope Criteria applicable to a specific data year.

Oklahoma Statutes - Title 36. Insurance Page 470

These Scope Criteria are reviewed at least annually by

the Financial Stability Task Force or its successor.

Any change to the NAIC Liquidity Stress Test Framework

or to the data year for which the Scope Criteria are

to be measured shall be effective on January 1 of the

year following the calendar year when such changes are

adopted. Insurers meeting at least one threshold of

the Scope Criteria are considered scoped into the NAIC

Liquidity Stress Test Framework for the specified data

year unless the lead state insurance commissioner, in

consultation with the NAIC Financial Stability Task

Force or its successor, determines the insurer should

not be scoped into the Framework for that data year.

Similarly, insurers that do not trigger at least one

threshold of the Scope Criteria are considered scoped

out of the NAIC Liquidity Stress Test Framework for

the specified data year, unless the lead state

insurance commissioner, in consultation with the NAIC

Financial Stability Task Force or its successor,

determines the insurer should be scoped into the

Framework for that data year. Regulators wish to

avoid having insurers scoped in and out of the NAIC

Liquidity Stress Test Framework on a frequent basis.

The lead state insurance commissioner, in consultation
data year, unless the lead state

insurance commissioner, in consultation with the NAIC

Financial Stability Task Force or its successor,

determines the insurer should be scoped into the

Framework for that data year. Regulators wish to

avoid having insurers scoped in and out of the NAIC

Liquidity Stress Test Framework on a frequent basis.

The lead state insurance commissioner, in consultation

with the Financial Stability Task Force or its

successor, will assess this concern as part of the

determination for an insurer, and

b. the performance of, and filing of the results from, a

specific year's Liquidity Stress Test shall comply

with the NAIC Liquidity Stress Test Framework's

instructions and reporting templates for that year and

any lead state insurance commissioner determinations,

in consultation with the Financial Stability Task

Force or its successor, provided within the Framework.

M. The failure to file a registration statement or any summary

of the registration statement or enterprise risk filing required by

this section within the time specified for filing shall be a

violation of this section.