OAR 836-027-0170: Extraordinary Dividends and Other Distributions

(1) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following: (a) The amount of the proposed dividend; (b) The date established for payment of the dividend; (c) 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; (d) A copy of the calculations determining that the proposed dividend is extraordinary. The work paper must 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 insurer’s own securities, paid within the period of 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) Total capital and surplus as of the 31st day of December immediately preceding; (C) If the insurer transacts life insurance, the net gain from operations of the insurer after dividends to policyholders and federal income taxes and before realized capital gains or losses, for the 12-month period ending the 31st day of December immediately preceding; (D) If the insurer does not transact life insurance, the net income for the 12-month period ending the 31st day of December immediately preceding and the two preceding 12-months periods; and (E) If the insurer does not transact life insurance, the dividends paid to stockholders excluding distributions of the insurer’s own securities in the preceding two calendar years. (e) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Director and the end of the month preceding the month in which the request for dividend approval is submitted; and (f) A brief statement as to the effect of the proposed dividend upon the insurer’s capital and surplus and the reasonableness of combined capital and surplus in relation to the insurer’s outstanding liabilities and the adequacy of surplus relative to the insurer’s financial needs. (2) Subject to ORS 732.576, each registered insurer shall report to the Director all dividends and other distributions to shareholders within five business days following the declaration thereof, including the same information required by section (1)(d)(A) to (E) of this rule.