Wyo. Code R. 044-0002-45
General Agency, Board or Commission Rules
Chapter 45: Holding Company System
Effective Date: 12/03/2025 to Current
Rule Type: Current Rules & Regulations
Reference Number: 044.0002.45.12032025
Section 1. Authority. These regulations are promulgated pursuant to the authority granted by W.S. §§ 26-2-109, 26-2-110 and 26-44-111 of the Wyoming Insurance Code.
Section 2. Purpose. The purposes of these regulations are to set forth rules and procedural requirements which the Commissioner deems necessary to carry out the provisions of the Insurance Holding Company System Regulatory Act W.S. §§ 26-44-101, et seq. of the Insurance Code hereinafter referred to as 'the Act.' The information called for by these regulations is hereby declared to be necessary and appropriate in the public interest and for the protection of the policyholders in this state.
(a) Forms A, B, C, D, and F are intended to be guides in the preparation of the statements required by W.S. §§ 26-44-103, 26-44-104 and 26-44-105 of the Act. The required forms A, B, C, D and F are located at http://doi.wyo.gov. They are not intended to be blank forms which are to be filled in. The statements filed shall contain the numbers and captions of all items, but the text of the items may be omitted provided the answers thereto are prepared in such a manner as to indicate clearly the scope and coverage of the items. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.
(b) Two complete copies of each statement including exhibits and all other papers and documents filed as a part thereof shall be filed with the Commissioner by personal delivery or mail addressed to: Insurance Commissioner of the State of Wyoming, to the address listed on the Department of Insurance's website (doi.wyo.gov), Attention: Examination Division. At least one of the copies shall be signed in the manner prescribed on the form. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the statement.
(c) If an applicant requests a hearing on a consolidated basis under W.S. § 26-44-103(h) of the Act, in addition to filing the Form A with the commissioner, the applicant shall file a copy of Form A with the National Association of Insurance Commissioners (NAIC) in electronic form.
(d) Statements should be prepared electronically. Statements shall be easily readable and suitable for review and reproduction. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. 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 the 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.
(a) Information required by any item of Form A, Form B, Form D, or Form F may be incorporated by reference in answer or partial answer to any other item. 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 of Form A, Form B, Form D, or Form F provided such document 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 Commissioner which were filed within three 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 such material is to be incorporated by reference in answer to the item. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing in the opinion of the Insurance Commissioner.
(b) Where 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 such statement, the summary or outline may incorporate by reference particular parts of any exhibit or document currently on file with the Commissioner which was filed within three years and may be qualified in its entirety by such reference. In any case where two (2) or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, a copy of only one of such documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which such documents differ from the documents, a copy of which is filed.
(a) If it is impractical to furnish any required information, document or report at the time it is required to be filed, there shall be filed with the Commissioner as a separate document a request:
(iii) requesting an extension of time for filing the information, document or report to a specified date. The request for extension shall be deemed granted unless the Commissioner within forty-five (45) days after receipt thereof enters an order denying the request.
Section 6. Forms -- Additional Information and Exhibits. In addition to the information expressly required to be included in Form A, Form B, Form C, Form D, and Form F, there shall be added such further material information, if any, as may be necessary to make the
information contained therein not misleading. The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer. Changes to Forms A, B, C, D, or F shall include on the top of the cover page the phrase: 'Change No. (insert number) to' and shall indicate the date of the change and not the date of the original filing.
(a) 'Executive officer' means chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title.
(b) 'Foreign insurer' shall include an alien insurer except where clearly noted otherwise.
(c) 'Ultimate controlling person' means that person which is not controlled by any other person.
(d) Unless the context otherwise requires, other terms found in these regulations and in W.S. § 26-44-101 of the Act are used as defined in the said W.S. § 26-44-101. Other nomenclature or terminology is according to the Insurance Code, or industry usage if not defined in the Code.
A person required to file a statement pursuant to W.S. § 26-44-103 of the Act shall furnish the required information on Form A, hereby made a part of this regulation.
The applicant shall promptly advise the Commissioner of any changes in the information so furnished on Form A arising subsequent to the date upon which such information was furnished but prior to the Commissioner's disposition of the application.
(a) If the person being acquired is deemed to be a 'domestic insurer' solely because of the provisions of W.S. § 26-44-103(a)(ii) of the Act, the name of the domestic insurer on the cover page should be indicated as follows:
'ABC Insurance Company, a subsidiary of XYZ Holding Company.'
(b) Where an insurer as set forth in W.S. § 26-44-103(a)(ii) is being acquired, references to 'the insurer' contained in Form A shall refer to both the domestic subsidiary insurer and the person being acquired.
An insurer required to file an annual registration statement pursuant to W.S. § 26-44-104 of the Act shall furnish the required information on Form B, hereby made a part of these regulations.
Section 12. Summary of Registration -- Statement Filing. An insurer required to file an annual registration statement pursuant to W.S. § 26-44-104 of the Act is also required to furnish information required on Form C, hereby made a part of these regulations.
(a) An amendment to Form B shall be filed within 15 days after the end of any month in which there is a material change to the information provided in the annual registration statement.
(b) Amendments shall be filed in the Form B format with only those items which are being amended reported. Each such amendment shall include at the top of the cover page 'Amendment No. (insert number) to Form B for (insert year)' and shall indicate the date of the change and not the date of the original filings.
(a) Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under W.S. § 26-44-104 of the Act. A registration statement may include information not required by the Act 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 on Form B, the authorized insurer may file a copy of the registration statement or similar report which it is required to file in its State of domicile, provided:
(i) the statement or report contains substantially similar information required to be furnished on Form B; and
(ii) the filing insurer is the principal insurance company in the insurance holding company system.
(b) The question of whether the filing insurer is the principal insurance company in the insurance holding company system 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 set forth a brief statement of facts which will substantiate the filing insurer's claim that it, in fact, is the principal insurer in the insurance holding company system.
(c) With the prior approval of the Commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under paragraph (a) above.
(d) Any insurer may take advantage of the provisions of W.S. § 26-44-104(j) or (k) of the Act without obtaining the prior approval of the Commissioner. The Commissioner, however, reserves the right to require individual filings if he deems such filings necessary in the interest of clarity, ease of administration or the public good.
(a) A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (hereinafter referred to as the 'subject') shall contain the following information:
(i) the number of authorized, issued and outstanding voting securities of the subject;
(ii) 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;
(iii) all material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person;
(iv) a statement explaining why such person should not be considered to control the subject.
(b) A request for termination of registration shall be deemed to have been granted unless the Commissioner, within forty-five (45) days after he receives the request, notifies the registrant otherwise.
(a) An insurer required to give notice of a proposed transaction pursuant to W.S. § 26-44-105 of the Act shall furnish the required information on Form D, hereby made a part of these regulations.
(b) Agreements for cost sharing services and management services shall at a minimum and as applicable:
(i) Identify the person providing services and the nature of such services;
(ii) Set forth the methods to allocate costs;
(iii) Require timely settlement, not less frequently than on a quarterly basis, and compliance with the requirements in the Accounting Practices and Procedures Manual;
(iv) Prohibit advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement;
(v) State that the insurer will maintain oversight for functions provided to the insurer by the affiliate and that the insurer will monitor services annually for quality assurance;
(vi) Define records and data of the insurer to include all records and data developed or maintained under or related to the agreement that are otherwise the property of the insurer, in whatever form maintained, including, but not limited to, claims and claim files, policyholder lists, application files, litigation files, premium records, rate books, underwriting manuals, personnel records, financial records or similar records within the possession, custody or control of the affiliate;
(vii) Specify that all records and data of the insurer are and remain the property of the insurer and are subject to control of the insurer, and;
(A) Are subject to control of the insurer;
(B) Are identifiable; and
(C) Are segregated from all other persons' records and data or are readily capable of segregation at no additional cost to the insurer;
(viii) State that all funds and invested assets of the insurer are the exclusive property of the insurer, held for the benefit of the insurer and are subject to the control of the insurer;
(ix) Include standards for termination of the agreement with and without cause;
(x) Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services and for any actions by the affiliate that violate provisions of the agreement required in paragraphs (xi) through (xv) of Section 16(b) of this regulation;
(xi) Specify that, if the insurer is placed in supervision, seizure, conservatorship or receivership pursuant to Chapter 28 of the Wyoming Insurance Code [title 26]:
(A) All of the rights of the insurer under the agreement extend to the receiver or commissioner to the extent permitted by the Wyoming insurance code [title 26];
(B) All records and data of the insurer shall be identifiable and segregated from all other persons' records and data or readily capable of segregation at no additional cost to the receiver or the commissioner; and
(C) A complete set of records and data of the insurer will immediately be made available to the receiver or the commissioner, shall be made available in a usable format, and shall be turned over to the receiver or commissioner immediately upon the receiver or the commissioner's request, and the cost to transfer data to the receiver or the commissioner shall be fair and reasonable; and
(D) The affiliated persons(s) will make available all employees essential to the operations of the insurer and the services associated therewith for the immediate continued performance of the essential services ordered or directed by the receiver or commissioner;
(xii) Specify that the affiliate has no automatic right to terminate the agreement if the insurer is placed into supervision, seizure, conservatorship or receivership pursuant to Chapter 28 of the Wyoming Insurance Code; and
(xiii) Specify that the affiliate will continue to maintain any systems, programs, or other infrastructure notwithstanding supervision, seizure, conservatorship or receivership pursuant to Chapter 28 of the insurance code, and will make them available to the receiver or commissioner as ordered or directed by the receiver or commissioner, for so long as the affiliate continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, commissioner or supervising court.
Section 17. Enterprise Risk Report. The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to W.S. § 26-44-104 of the Act shall furnish the required information on Form F, hereby made a part of these regulations.
(a) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
(ii) The date established for payment of the dividend;
(iii) A statement as to whether the dividend is to be in cash or other property and, if in property, a description thereof, its cost, and its fair market value together with an explanation of the basis for valuation;
(iv) A copy of the calculations determining that the proposed dividend is extraordinary. The work paper shall include the following information:
(A) The amounts, dates and form of payment of all dividends or distributions (including regular dividends but excluding distributions of the insurers own securities) paid within the period of twelve (12) consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought and commencing on the day after the same day of the same month in the last preceding year;
(B) Surplus as regards policyholders (total capital and surplus) as of December 31 of the year immediately preceding;
(C) If the insurer is a life insurer, the net gain from operations for the 12-month period ending December 31 of the year immediately preceding;
(D) If the insurer is not a life insurer, the net income less realized capital gains for the 12-month period ending December 31 of the year immediately preceding and the two preceding 12-months periods; and (E) If the insurer is not a life insurer, the dividends paid to stockholders excluding distributions of the insurer's own securities in the preceding two (2) calendar years.
(v) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Commissioner and the end of the month preceding the month in which the request for dividend approval is submitted; and
(vi) A brief statement as to the effect of the proposed dividend upon the insurer's surplus and the reasonableness of surplus in relation to the insurer's outstanding liabilities and the adequacy of surplus relative to the insurer's financial needs.
(b) Subject to W.S. § 26-44-106 of the Act, each registered insurer shall report to the Commissioner all dividends and other distributions to shareholders within fifteen (15) business days following the declaration thereof, including the same information required by subsections (a)(iv)(A) - (E) of this section.
Section 19. Adequacy of Surplus. The factors set forth in W.S. § 26-44-108 of the Act are not intended to be an exhaustive list. In determining the adequacy and reasonableness of an insurer's surplus no single factor is necessarily controlling. The Commissioner, instead, will consider the net effect of all of these factors plus other factors bearing on the financial condition of the insurer. In comparing the surplus maintained by other insurers, the Commissioner will consider the extent to which each of these factors varies from company to company and in determining the quality and liquidity of investments in subsidiaries, the Commissioner will consider the individual subsidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.
(a) Where an insurance holding company system has previously filed the annual group capital calculation at least once, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the lead state commissioner makes a determination based upon that filing that the insurance holding company system meets all of the following criteria:
(i) 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;
(ii) Has no insurers within its holding company structure that are domiciled outside of the United States or one of its territories;
(iii) Has no banking, depository or other financial entity that is subject to an identified regulatory capital framework within its holding company structure;
(iv) The holding company system attests that there are no material changes in the transactions between insurers and non-insurers in the group that have occurred since the last filing of the annual group capital; and
(v) 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) Where an insurance holding company system has previously filed the annual group capital calculation at least once, the lead state commissioner has the discretion to accept in lieu of the group capital calculation a limited group capital filing if:
(i) The insurance holding company system has annual direct written and unaffiliated assumed premium (including international 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 that have occurred since the last filing of the report to the lead state commissioner 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 met an exemption with respect to the group capital calculation pursuant Section 20(a) or 20(b) of this regulation, the lead state commissioner may require at any time 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:
(i) Any insurer within the insurance holding company system is in a Risk-Based Capital action level event as set forth in W.S. §§ 26-48-103 through 26-48-106 or a similar standard for a non-U.S. insurer; or
(ii) 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 W.S. §§ 26-3-115, 26-3-116, and 26-44-108; or
(iii) Any insurer within the insurance holding company system otherwise exhibits qualities of 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 organization 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:
(i) With respect to the W.S. § 26-44-104(p)(i)(D):
(A) The non-U.S. jurisdiction recognized 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, at the level of the worldwide parent undertaking of the insurance or reinsurance group by the non-U.S. jurisdiction; or
(B) Were 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 Section 20(d)(i)(A).
(ii) 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 commissioner 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 commissioner 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 will be published through the NAIC Committee Process:
(i) A list of jurisdictions that “recognize and accept” the group capital calculation pursuant to W.S. § 26-44-104(p)(i)(D), 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 will clarify those situations in which a jurisdiction is exempted from filing under W.S. § 26-44-104(p)(i)(D). To assist with determination under W.S. § 26-44-104(p)(i)(D), the list will also identify whether a jurisdiction that is exempted under either W.S. §§ 26-44-104(p)(i)(C) and 26-44-104(p)(i)(D) a group capital filing for any U.S. based insurance group’s operations in that non-U.S. jurisdiction.
(ii) For a non-U.S. jurisdiction where no U.S. insurance groups operate, the confirmation provided to meet the requirement of Section 20(d)(i)(B) will serve as support of recommendation to be published as a jurisdiction that “recognizes and accepts” the group capital calculation through the NAIC Committee Process.
(iii) If the lead state commissioner makes a determination pursuant to W.S. § 26-44-104(p)(i)(D) that differs from the NAIC List, the lead state commissioner shall provide thoroughly documented justification to the NAIC and other states.
(iv) Upon determination by the lead state commissioner that a non-U.S. jurisdiction no longer meets one or more of the requirement 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 accepts” the group capital calculation.