Wilton Reassurance Life Co of New York S-1

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

As filed with the Securities and Exchange Commission on November 1, 2021

FILE NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WILTON REASSURANCE LIFE COMPANY

OF NEW YORK

(Exact Name of Registrant as specified in its charter)

NEW YORK

6311

94-1516991

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial Classification

Code Number)

(I.R.S. Employer Identification Number)

800 Westchester Avenue

Suite 641 North

Rye Brook, New York 10573

(203) 762-4400

(Address, including zip code, and telephone Number, including area code, of registrant’s Principal Executive Offices)

CT CORPORATION SYSTEM

28 Liberty Street

Floor 42

New York, NY 10005

(212) 894-8940

(Name, address, including zip code, Address and Telephone Number, including area code, of Agent for Service)

COPIES TO:

Jaime Merritt

Wilton Reassurance Life Company of New York

20 Glover Avenue

Norwalk, CT 06850

Approximate date of commencement of proposed sale to the Public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE



Title of each class of securities being registered	Amount to be registered	Proposed maximum offering price per unit⁽¹⁾	Proposed maximum aggregate offering price	Amount of registration fee⁽²⁾

Deferred annuity interests and participating interests therein	$11,303,723.14	N/A	$0	$0

The Contract does not provide for a predetermined amount or number of units.

As discussed further in the Explanatory Note below, this filing is being made under the Securities Act of 1933 (the “1933 Act”) to register $11,303,723.14 of deferred annuity interests and participating interests therein. The interests being registered herein are carried over, as unsold securities, from an existing Form S-1 registration statement of Allstate Life Insurance Company of New York (File No. 333-254871) filed on April 26, 2021. No additional securities are being registered under this registration statement. Because a filing fee of $1,539 was previously paid with respect to these securities, there is no filing fee due under this registration statement. Pursuant to Rule 415(a)(6) under the 1933 Act, the offering of securities under the prior registration statement will be deemed terminated as of the effective date of this registration statement.

This Registration Statement contains a combined prospectus under Rule 429 under the Securities Act of 1933 which relates to the Form S-1 registration statement (File Nos. 333-254871, 333-224078 and 333-203177), filed on April 26, 2021, April 2, 2018 and April 1, 2015, respectively, by Allstate Life Insurance Company of New York. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statements.

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

Explanatory Note

Registrant is filing this Registration Statement for the purpose of registering deferred annuity interests and participating interests therein available under certain variable annuity contracts previously issued. These interests were previously registered by Allstate Life Insurance Company of New York on Form S-1 filed on April 26, 2021 (File No. 333-254871). Upon effectiveness of the merger between Allstate Life Insurance Company of New York with and into Wilton Reassurance Life Company of New York (“WRNY”), WRNY became the obligor of the interests, necessitating the filing of a new Registration Statement under the Securities Act of 1933.

Guarantee Periods

Offered Under Certain Variable Annuity Contracts

Issued by Wilton Reassurance Life Company of New York

Wilton Reassurance Life Company of New York

Street Address: 800 Westchester Avenue, Suite 641 North, Rye Brook NY 10573

Mailing Address: P.O. Box 758559, Topeka, KS 66675-8559

Telephone Number: 1-800-457-7617

Fax Number: 1-785-228-4584

Prospectus dated November 1, 2021

On March 29, 2021, Wilton Reassurance Company (“WRAC”), a Minnesota-domiciled stock life company, agreed to acquire all of the issued and outstanding capital stock of Allstate Life Insurance Company of New York (“ALICNY”) pursuant to a Stock Purchase Agreement with Allstate Insurance Company, Allstate Financial Insurance Holdings Corporation, and Allstate Insurance Holdings, LLC. The transaction closed on October 1, 2021. On November 1, 2021, ALICNY merged with and into Wilton Reassurance Life Company of New York (“WRNY” or the “Company”). As the surviving company, WRNY assumed all the rights, duties, and obligations of ALICNY, including those related to the Guarantee Periods described in this prospectus. The acquisition did not affect the terms of, or the rights and obligations under, the Guarantee Periods described in this prospectus or the related variable annuity contracts. Contract values did not change as a result of the acquisition. No additional charges or negative adjustments were imposed and no deductions were made as a result of the acquisition. The acquisition did not have any tax consequences for contract owners.

WRNY offers the market value adjusted fixed account options (the “Guarantee Periods”) described in this prospectus, which are available only under the following variable annuity contracts that have been previously issued: AIM Lifetime Plus, AIM Lifetime Plus II, Custom Portfolio, and SelectDirections. None of those variable annuity contracts are still for sale. However, if you own one of those variable annuity contracts, you may be able to allocate purchase payments and contract value to the Guarantee Period(s) under your contract.

This prospectus is not your contract. This prospectus provides a description of the material features of the Guarantee Period(s) under your contract. The descriptions of the Guarantee Periods’ material features are current as of the date of this prospectus. If the Guarantee Periods’ material features change after the date of this prospectus, those changes will be described in a supplement or amendment to this prospectus.

Each purchase payment allocation or transfer to a Guarantee Period must be at least $500.

If you have any questions, please contact your financial professional or our Service Center.

Allstate Distributors, L.L.C. (“ADLLC”) serves as the principal underwriter and distributor of the securities described in this prospectus. The securities offered herein are sold on a continuous basis, and there is no specific end date for the offering. ADLLC is a wholly owned subsidiary of Allstate Life Insurance Company. ADLLC is a registered broker dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority.

You should not invest in a Guarantee Period if you are not willing to assume its investment risks. See RISK FACTORS RELATED TO THE GUARANTEE PERIODS beginning on page 6.

Please read this prospectus carefully and keep it for future reference. You should read this prospectus in conjunction with any supplements to this prospectus filed after the effective date. You should also read this prospectus, which primarily describes the Guarantee Period(s) under your contract, along with the related prospectus for your variable annuity contract, which provides significant additional information about other features, benefits, and risks related to your contract.

IMPORTANT

NOTICES

The Securities and Exchange Commission has not approved or disapproved of the securities described in this prospectus or passed on the accuracy or the adequacy of this prospectus. Anyone who tells you otherwise is committing a federal crime.

The variable annuity contracts of which the Guarantee Periods are a part may have been distributed through broker-dealers that have relationships with banks or other financial institutions or by employees of such banks. However, the contracts and the Guarantee Periods are not deposits or obligations of, or guaranteed by, such institutions or any federal regulatory agency. Investment in a Guarantee Period involves investment risks, including possible loss of principal.

This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. We do not authorize anyone to provide any information or representations regarding the offering described in this prospectus other than as contained in this prospectus.

The Guarantee Periods are not FDIC insured.

Table of Contents


			Page
Special Terms			1
Risk Factors Related to the Guarantee Periods			3
Description of the Insurance Company			4
Description of the Guarantee Periods			4
Guarantee Periods			4
Interest Rates			5
How We Credit Interest			5
Renewals			7
Market Value Adjustment			8
Access to Your Money in a Guarantee Period			9
Transfers To and From a Guarantee Period			10
Fees and Expenses Related to the Guarantee Periods			12
Annuitizing Amounts in the Guarantee Periods			13
Calculation of the Death Benefit			15
Tax Information			17
Distribution of the Contracts			24
Information with Respect to the Registrant			25
Additional Information			81
Appendix I: Market Value Adjustment Examples			A-1
Appendix II: Withdrawal Adjustment Example			B-1

SPECIAL TERMS

Accumulation Phase – The period that begins on the Issue Date and continues until the Payout Start Date.

Anniversary Values – The Contract Value on a Contract Anniversary, increased by purchase payments made since that Contract Anniversary and reduced by:

_•

In the case of AIM Lifetime Plus, the amount of any partial withdrawals since that Contract Anniversary

_•

In the case of AIM Lifetime Plus II, Custom Portfolio, and SelectDirections, the amount of any withdrawal adjustment (as described in the “Death Benefit” section) since that Contract Anniversary.

Annuitant(s) – The individual (or individuals, for joint Annuitants) whose life determines the amount and duration of income payments for life.

Beneficiary – The person who may elect to receive the death benefit or become the new Contract Owner if the sole surviving Contract Owner dies before the Payout Start Date.

Business Day (business day) – We are open for business each day, Monday through Friday, that the New York Stock Exchange is open for business. Our business day closes when regular trading on the New York Stock Exchange closes, usually 4:00 p.m. Eastern Time.

Contracts – The SelectDirections, Custom Portfolio, AIM Lifetime Plus and AIM Lifetime Plus II variable annuity contracts under which the Guarantee Periods are available.

Contract Anniversary – The anniversary of the Issue Date each year.

Contract Owner (or you) – The person (or persons) who owns the Contract.

Contract Value – During the accumulation phase, the sum of (i) the value of your interest in the Variable Sub-Accounts, plus (ii) the value of your interest in the Fixed Account.

Contract Year – The twelve month period between the Issue Date and the first Contract Anniversary, and twelve month period between each Contract Anniversary thereafter.

Death Benefit Anniversary – The Issue Date and every seventh Contract Anniversary thereafter. For example, the Issue Date and the 7^th and 14^th Contract Anniversaries are the first three Death Benefit Anniversaries.

Exchange Act – Securities Exchange Act of 1934, as amended.

Fixed Account – The part of our general account supporting any Guarantee Periods and any other fixed interest investment options under your Contract.

Guarantee Period – An investment option offered under a Contract through our Fixed Account that credits interest at a rate we guarantee for a specified number of years. Investments in Guarantee Periods are subject to potential Market Value Adjustments, as described in this prospectus.

Income Plan – A series of payments on a scheduled basis to you or to another person as designated by you beginning on the Payout Start Date.

Issue Date – The date we issue your Contract.

Money Market Variable Sub-Account – The Variable Sub-Account under your Contract with an underlying money market mutual fund.

Market Value Adjustment – A calculation we apply to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time the money is taken out of that Guarantee Period under specified circumstances. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates.

Payout Start Date – The date we apply your money under the Contract to provide income payments.

Preferred Withdrawal Amount – The amount you may withdraw each Contract Year (as a percentage of purchase payments) without incurring a withdrawal charge and to which a Market Value Adjustment will not apply.

Service Center – Mailing Address: P.O. Box 758559, Topeka, KS 66675-8559; Telephone: 1-800-457-7617.

Settlement Value – An amount that may be payable in connection with the death benefit, as described in the “Death Benefit” section.

Variable Sub-Accounts – The variable investment options under your Contract.

WRNY (or the Company, we, our, us) – Wilton Reassurance Life Company of New York, the issuer of the Contracts.

RISK FACTORS RELATED TO THE GUARANTEE PERIODS

Market Value Adjustment Risk. All withdrawals in excess of the Preferred Withdrawal Amount, transfers (other than dollar cost averaging program transfers), and amounts applied to an Income Plan from a Guarantee Period, other than those taken or applied during the 30-day period after such Guarantee Period expires, are subject to a Market Value Adjustment. In addition, in the case of the AIM Lifetime Plus Contract, a negative Market Value Adjustment may apply to the death benefit if the death benefit is based on Settlement Value. A Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase from the first day of a Guarantee Period, the Market Value Adjustment could reduce the value of your investment to an amount that is less than the amount you invested in a Guarantee Period. Your losses could be significant.

Withdrawal Risk. All withdrawals in excess of the Preferred Withdrawal Amount may be subject to withdrawal charges and negative Market Value Adjustments. Losses from withdrawal charges and Market Value Adjustments could be significant. Income taxes and certain tax restrictions may apply to any withdrawal. If taken before age 59¹⁄₂, a withdrawal may also be subject to a 10% federal penalty tax. Systematic withdrawals from a Guarantee Period will repeatedly expose you to these risks associated with withdrawals. For more information about withdrawal charges, please see “FEES AND EXPENSES RELATED TO THE GUARANTEE PERIODS - Withdrawal Charges” in this prospectus.

Declared Interest Rate Risk. We may declare new interest rates for new Guarantee Periods. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We determine the interest rates to be declared in our sole discretion, subject to the minimum guaranteed 3% interest rate stated in the Contract. You bear the risk that we will not declare an interest rate higher than the guaranteed minimum interest rate.

Financial Strength and Claims-Paying Ability. An investment in the Contract is subject to the risks related to us, WRNY. Any obligations (including under the Guarantee Periods), guarantees, and benefits under the Contract are subject to our claims-paying ability. If we experience financial distress, we may not be able to meet our obligations to you. For more information about the Company, including our financial statements, see Information with Respect to the Registrant.

Cybersecurity and Business Continuity Risks. Our operations support complex transactions and are highly dependent on the proper functioning of information technology and communication systems. Any failure of or gap in the systems and processes necessary to support complex transactions and avoid systems failure, fraud, information security failures, processing errors, cyber intrusion, loss of data, and breaches of regulation may lead to a materially adverse effect on our administration of the Contract. We cannot assure you that interruptions, failures, or breaches in security of these processes and systems will not occur, or if they do occur, that they can be timely detected and remediated. Also, our business operations may be adversely affected by volatile natural and man-made disasters, including (but not limited to) hurricanes, earthquakes, terrorism, civil unrest, military action, fires and explosions, pandemic diseases, and other catastrophes. Such events may impact the availability and capacity of our key personnel and may have a materially adverse effect on our administration of the Contract.

Risks Related to the COVID-19 Pandemic. The COVID-19 pandemic has resulted in operational disruptions, as well as market volatility and general economic uncertainty. To address operational disruptions in connection with the COVID-19 pandemic, we have implemented business continuity

plans so we can continue to provide services to our customers, even as many of our employees and the employees of our service providers continue to work remotely. While these efforts have been successful to date, we continue to be subject to risks that could negatively impact our operations, including system failure, mail delivery delays, unavailability of critical personnel due to illness or other reasons related to the pandemic, and disruptions to service providers. Significant market volatility and negative market returns have occurred during the COVID-19 pandemic. While we are confident in our ability to manage the financial risks related to the COVID-19 pandemic, the extent and duration of such risks cannot be predicted with certainty, and prolonged negative economic conditions could have a negative impact on our financial condition. It is possible these risks could impact our financial strength and claims-paying ability.

DESCRIPTION OF THE INSURANCE COMPANY

Allstate Life Insurance Company of New York (“ALICNY”) was the original issuer of the Contracts. On March 29, 2021 WRAC, a Minnesota-domiciled stock life company agreed to acquire all of the issued and outstanding capital stock of ALICNY pursuant to a Stock Purchase Agreement with Allstate Insurance Company, Allstate Financial Insurance Holdings Corporation, and Allstate Insurance Holdings, LLC. The transaction closed on October 1, 2021. On November 1, 2021, ALICNY merged with and into WRNY.

WRNY is a stock life insurance company domiciled in the state of New York. WRNY is licensed in all fifty states, the District of Columbia and the U.S. Virgin Islands. WRNY administers life and annuity contracts, including variable life and variable annuity contracts that are registered under the Securities Act of 1933, as amended, and are issued through separate accounts that are registered as unit investment trusts under the Investment Company Act of 1940, as amended. WRNY is a direct wholly-owned subsidiary of WRAC, a holding company organized under the laws of Minnesota, which in turn is a wholly-owned subsidiary of Wilton Re US Holdings, Inc., a holding company organized under the laws of Delaware. Wilton Re Ltd. (“WRL”) is deemed the ultimate parent corporation in the Company’s holding company system.

The statutory home office of WRNY is located at 800 Westchester Avenue, Suite 641 North, Rye Brook, NY 10573.

The Fixed Account is supported by our general account, which supports our insurance and annuity obligations. Our general account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the assets of our general account, subject to applicable law. Any money you allocate to the Fixed Account does not entitle you to share in the investment experience of our general account. Our obligations with respect to the Fixed Account are subject to our financial strength and claims paying.

Refer to Information with Respect to the Registrant for additional information about WRNY

DESCRIPTION OF THE GUARANTEE PERIODS

GUARANTEE PERIODS

If you invest in a Guarantee Period, you will earn a fixed rate of interest for a “Guarantee Period.” You have the option to invest in one or more Guarantee Periods. Each purchase payment allocation or

transfer to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. In the future, we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods.

If you instruct us to allocate to a Guarantee Period but do not specify the number of years:

_•

AIM Lifetime Plus: We will allocate to the same period selected for your most recent purchase payment(s), if available. Otherwise, we will reject the allocation as not in good order.

_•

AIM Lifetime Plus II, Custom Portfolio, SelectDirections: We will allocate to the shortest Guarantee Period available. If no Guarantee Period is available, we will reject the allocation as not in good order.

Each purchase payment allocation or transfer to a Guarantee Period must be at least $500. We reserve the right to limit the number of additional purchase payments that you may allocate to a Guarantee Period.

INTEREST RATES

We will tell you what interest rates we are offering at a particular time. We may declare new interest rates for new Guarantee Periods. Therefore, we may declare different interest rates for Guarantee Periods of the same length that begin at different times. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period.

We have no specific formula for determining the rates of interest we declare. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. However, we guarantee that the annual interest rate we declare for any of the Guarantee Periods will never be less than 3%.

WE DETERMINE THE INTEREST RATES TO BE DECLARED FOR NEW GUARANTEE PERIODS IN OUR SOLE DISCRETION, SUBJECT TO THE GUARANTEED MINIMUM ANNUAL INTEREST RATE. WE CAN NEITHER PREDICT NOR OTHERWISE GUARANTEE WHAT THE RATES WILL BE IN THE FUTURE.

For information about interest rates for the Guarantee Periods, please contact your sales representative or WRNY at 1-800-457-7617.

HOW WE CREDIT INTEREST

We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the effective annual interest rate that we declared at the beginning of the applicable Guarantee Period.

The following example illustrates how a purchase payment allocated to the Fixed Account would grow, given an assumed Guarantee Period and effective annual interest rate:


Purchase Payment		$10,000
Guarantee Period		5 years
Annual Interest Rate		4.50%


	YEAR 1	YEAR 2	YEAR 3	YEAR 4	YEAR 5


Beginning Contract Value	$10,000.00

X (1 + Annual Interest Rate)	1.045


	$10,450.00
Contract Value at end of Contract Year		$10,450.00
X (1 + Annual Interest Rate)		1.045


		$10,920.25
Contract Value at end of Contract Year			$10,920.25
X (1 + Annual Interest Rate)			1.045


			$11,411.66
Contract Value at end of Contract Year				$11,411.66
X (1 + Annual Interest Rate)				1.045


				$11,925.19
Contract Value at end of Contract Year					$11,925.19
X (1 + Annual Interest Rate)					1.045


					$12,461.82

Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82-$10,000)

This example assumes no withdrawals during the entire 5-year Guarantee Period. If you were to make a withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict current or future interest rates to be declared under the Contract.

Actual interest rates declared for any given Guarantee Period may be more or less than shown above but will never be less than the guaranteed minimum rate stated in the Contract.

RENEWALS

Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. This notice will be issued at least 15 but not more than 45 days prior to the end of the Guarantee Period. You will receive a notice of the interest rate that will apply if you choose to apply your money to a new Guarantee Period. You may also contact your sales representative or WRNY at 1-800-457-7617 to inquire about the interest rate that would apply to your new Guarantee Period.

During the 30-day period after the end of the Guarantee Period, you may:

(1)

Take no action.

If you take no action:

_•

AIM Lifetime Plus and AIM Lifetime Plus II: We will automatically apply your money to a Guarantee Period of the shortest duration available. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be the rate in effect on the 1st day of the new period. If no Guarantee Periods are available at the time the previous Guarantee Period ends, we will transfer your money to the Money Market Variable Sub-Account.

_•

Custom Portfolio and SelectDirections: We will automatically apply your money to a Guarantee Period of the shortest duration available. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be the rate in effect on the 1st day of the new period. Under our automatic laddering program (“Automatic Laddering Program”), you may choose, in advance, to use Guarantee Periods of the same length for all renewals. You can select the Automatic Laddering Program at any time during the Accumulation Phase, including on the Issue Date. We will apply renewals to Guarantee Periods of the selected length until you direct us in writing to stop. We may stop offering the Automatic Laddering Program at any time.

(2)

Instruct us to apply your money to one or more new Guarantee Periods of your choice.

The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those new Guarantee Periods.

(3)

Instruct us to transfer all or a portion of your money to one or more Variable Sub-Accounts.

We will effect the transfer on the day we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment. In addition, we will pay interest from the day the previous Guarantee Period ends until the date of the transfer. The interest will be the rate for the shortest Guarantee Period then available, but no less than the guaranteed minimum annual interest rate of 3%.

Please see the related prospectus for your variable annuity contract for additional information about the Variable Sub-Accounts.

(4)

Withdraw all or a portion of your money.

You may be required to pay a withdrawal charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and/or income taxes, including a tax penalty if taken before age 59¹⁄₂. The amount withdrawn will be deemed to have been withdrawn on the day the previous Guarantee Period ends. Unless you specify otherwise, amounts not withdrawn will be processed as described under (1) above.

MARKET VALUE ADJUSTMENT

All withdrawals in excess of the Preferred Withdrawal Amount, transfers, and amounts applied to an Income Plan from a Guarantee Period, other than those taken or applied during the 30-day period after the Guarantee Period ends, are subject to a Market Value Adjustment. A Market Value Adjustment may also apply to amounts invested in a Guarantee Period that are paid out as death benefits if the death benefit is calculated outside of the 30-day period after the Guarantee Period ends, as discussed under “Death Benefits.” On the Payout Start Date, any amounts in a Guarantee Period will be subject to a Market Value Adjustment unless the Payout Start Date occurs during the 30-day period after the Guarantee Period ends, as discussed under “Payout Start Date.” After the Payout Start Date, you will no longer be subject to potential Market Value Adjustments.

We will not apply a Market Value Adjustment to a withdrawal you make within the Preferred Withdrawal Amount or to a withdrawal you make to satisfy the IRS minimum distribution rules. We will not apply a Market Value Adjustment to any automatic transfers as part of a dollar cost averaging program.

We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time it is removed from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the time remaining in the Guarantee Period when you remove your money. “Treasury Rate” means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15.

The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal of your Contract Value to an amount that is less than the purchase payment plus interest at the minimum guaranteed interest rate under the Contract.

Generally, if the Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the time remaining in the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred, or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the time remaining in the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred, or applied to an Income Plan.

For example, assume that you select an initial Guarantee Period of 5 years, and the 5-year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 2-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 2-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you.

The formula for calculating Market Value Adjustments is set forth in Appendix I to this prospectus, which also contains additional examples of the application of the Market Value Adjustment.

ACCESS TO YOUR MONEY IN A GUARANTEE PERIOD

Generally

You can withdraw some or all of your Contract Value in a Guarantee Period at any time prior to the Payout Start Date. The amount available for withdrawal from a Guarantee Period is the portion of your Contract Value allocated to that Guarantee Period next computed after we receive the request for a withdrawal, adjusted by any Market Value Adjustment, and less any withdrawal charges, any other charges and any taxes that may apply.

You have the opportunity to name the investment option(s) from which you are taking the withdrawal. If none is specified, we will deduct your withdrawal pro-rata from the investment options according to the value of your investments therein, including any Guarantee Periods.

IF YOU FAIL TO NAME THE INVESTMENT OPTIONS FROM WHICH A WITHDRAWAL SHOULD BE TAKEN AND YOU ARE INVESTED IN A GUARANTEE PERIOD AT THAT TIME, AMOUNTS WILL BE DEDUCTED FROM THE GUARANTEE PERIOD. SUCH DEDUCTION MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT.

In general, you must withdraw at least $50 at a time, including any amounts withdrawn from a Guarantee Period. If you request a total withdrawal, you must return your Contract to us.

Withdrawals taken prior to the Payout Start Date are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59¹⁄₂, may be subject to an additional 10% federal tax penalty.

We may delay payments from the Fixed Account for a Guarantee Period for up to 6 months or shorter period if required by law. If we delay payment for 10 days or more, we will pay interest as required by law. Any interest would be payable from the date we receive the withdrawal request to the date we make the payment or transfer.

Preferred Withdrawal Amount

Each Contract Year, you may withdraw up to a certain percentage of aggregate purchase payments from your Contract without incurring a Market Value Adjustment or a withdrawal charge (the “Preferred Withdrawal Amount”). The Preferred Withdrawal Amount is:

_•

AIM Lifetime Plus: 10%

_•

AIM Lifetime Plus II, Custom Portfolio, SelectDirections: 15%

All withdrawals from a Guarantee Period during a Contract Year in excess of the Preferred Withdrawal Amount are subject to a Market Value Adjustment and may be subject to withdrawal charges. Unused portions of the Preferred Withdrawal Amount are not carried forward to future Contract Years.

Withdrawals from all investment options count against the Preferred Withdrawal Amount, not just withdrawals from Guarantee Periods. To determine whether a withdrawal exceeds the Preferred Withdrawal Amount, all amounts you have withdrawn from the Variable Sub-Accounts, Guarantee Periods, and any other fixed interest investment options available under your Contract in a Contract Year are added together.

Systematic Withdrawal Program

You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50.

Systematic withdrawals will reduce, and may even exhaust, the Contract Value. We will make systematic withdrawal payments to you or your designated payee. We may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected.

YOU SHOULD CAREFULLY CONSIDER WHETHER TO TAKE SYSTEMATIC WITHDRAWALS FROM THE GUARANTEE PERIODS. SYSTEMATIC WITHDRAWALS MAY REPEATEDLY EXPOSE YOU TO THE RISKS ASSOCIATED WITH PARTIAL WITHDRAWALS, INCLUDING POTENTIAL MARKET VALUE ADJUSTMENTS, WITHDRAWAL CHARGES, AND INCOME TAXES AND TAX PENALTIES.

Minimum Contract Value

If your request for a partial withdrawal would reduce the amount in any Guarantee Period to less than $500, we will treat it as a request to withdraw the entire amount invested in such Guarantee Period. In addition, if your request for a partial withdrawal would reduce the Contract Value to less than $1,000, we may treat it as a request to withdraw your entire Contract Value. Before terminating any Contract whose value has been reduced by withdrawals to less than $1,000, we would inform you in writing of our intention to terminate your Contract and give you at least 30 days in which to make an additional purchase payment to restore your Contract’s value to the contractual minimum of $1,000. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. If we terminate your Contract, we will distribute to you its Contract Value, adjusted by any applicable Market Value Adjustment, less withdrawal and other charges, and applicable taxes. Your Contract will terminate if you withdraw all of your Contract Value.

TRANSFERS TO AND FROM A GUARANTEE PERIOD

Transfers to a Guarantee Period

During the Accumulation Phase, you may transfer Contract Value to a Guarantee Period. The minimum amount that you may transfer into a Guarantee Period is $500.

Transfers from a Guarantee Period (Except Dollar Cost Averaging)

During the Accumulation Phase, you may transfer Contract Value from a Guarantee Period to any other investment options available under your Contract.

If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment.

Under the Custom Portfolio and SelectDirections Contracts only, if any transfer reduces your value in a Guarantee Period to less than $500, we will treat it as a transfer of the entire value in such Guarantee Period.

Dollar Cost Averaging Program for Guarantee periods

Under the Dollar Cost Averaging Program, if available under your Contract, you may automatically transfer amounts at regular intervals from a specified Guarantee Period to any Variable Sub-Account. The interval between transfers may be monthly, quarterly, semi-annually, or annually.

The following Dollar Cost Averaging Programs for the Guarantee Periods may be available to you:

_•

AIM Lifetime Plus: Dollar Cost Averaging for amounts in a 1 year Guarantee Period.

_•

AIM Lifetime Plus II: Dollar Cost Averaging for interest credited from the 3, 5, 7, or 10 year Guarantee Periods

_•

Custom Portfolio: Not available for Guarantee Periods.

_•

SelectDirections: Not available for Guarantee Periods.

Automatic transfers as part of a Dollar Cost Averaging Program are not subject to Market Value Adjustments and do not count against the number of free transfers per Contract Year. There is no charge for enrolling in a Dollar Cost Averaging Program.

You may not use dollar cost averaging to transfer amounts to the Guarantee Periods.

The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this program does not assure you of a greater profit from your purchases under the program nor will it prevent or necessarily reduce losses in a declining market.

A MARKET VALUE ADJUSTMENT WILL NOT APPLY TO AUTOMATIC TRANSFERS OUT OF A GUARANTEE PERIOD AS PART OF A DOLLAR COST AVERAGING PROGRAM, BUT WITHDRAWALS, NON-PROGRAM TRANSFERS, ANNUITIZATIONS, AND DEATH BENEFITS MAY OTHERWISE BE SUBJECT TO A MARKET VALUE ADJUSTMENT AS DESCRIBED IN THIS PROSPECTUS.

FEES AND EXPENSES RELATED TO THE GUARANTEE PERIODS

There are no charges that apply specifically to the Guarantee Periods. However, there are charges to which you may be subject when you invest or withdraw amounts in a Guarantee Period, including the following:

Withdrawal Charges. If you withdraw money from your Contract within seven years following the purchase payment being withdrawn, you will be assessed a withdrawal charge of up to 7% (as a percentage of purchase payments withdrawn in excess of the Preferred Withdrawal Amount), declining 1% annually eventually to 0% over that seven year time period. For example, if you make an early withdrawal, you could pay a withdrawal charge of up to $7,000 on a $100,000 investment.

We determine the withdrawal charge by;

_•

multiplying the percentage corresponding to the number of complete years since we received the purchase payment being withdrawn by

_•

the part of each purchase payment withdrawal that is in excess of the Preferred Withdrawal Amount, adjusted by any Market Value Adjustment.

If you make a withdrawal before the Payout Start Date, we will apply the withdrawal charge percentage in effect on the date of the withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. We do not apply a withdrawal charge in the following situations:

_•

on the Payout Start Date (a withdrawal charge may apply if you elect to receive income payments for a specified period of less than 120 months, as described further in the related prospectus for your variable annuity contract);

_•

payment of the death benefit (unless the Settlement Value is used, as discussed under “Death Benefit” later in this prospectus);

_•

withdrawals taken to satisfy IRS minimum distribution rules for the Contract; and

_•

withdrawals made after all purchase payments have been withdrawn.

We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings in the Contract. Thus, for tax purposes, earnings are considered to come out first, which means you pay taxes on the earnings portion of your withdrawal.

Example of Withdrawal Charge (Assuming the 10% Preferred Withdrawal Amount Under AIM Lifetime Plus)

Assumptions:

○

Purchase Payments: $20,000 Beginning of Year 1

$10,000 Beginning of Year 2

○

Withdrawal: $25,000 End of Contract Year 3

○

Preferred Withdrawal Amount: 10% of payments


Step 1. Calculate the Preferred Withdrawal Amount		Aggregate Purchase Payments = $20,000 + $10,000 = $30,000 Preferred Withdrawal Amount = 0.10 x $30,000 = $3,000

Step 2. Calculate the Market Value Adjustment* *Assume Market Value Adjustment = 0. Separate Market Value Adjustment calculations are provided in this prospectus		$0

Step 3. Calculate the Withdrawal Charge applicable to Year 1 Purchase Payment		0.05 x ($20,000 - $3,000 + $0) = $850

Step 4. Calculate the Withdrawal Charge applicable to Year 2 Purchase Payment		0.06 x ($5,000 - 0 + $0) = $300

Step 5. Total Withdrawal Charge		= $850 + $300 = $1,150

Step 6. Calculate the amount received by the Contract Owner as a result of the withdrawal at the end of Contract Year 3		= $25,000 - $1,150 = $23,850

We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts.

Withdrawals may be subject to tax penalties or income tax and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals.

We reserve the right to waive the withdrawal charge with respect to AIM Lifetime Plus Contracts issued to employees and registered representatives of any broker-dealer that has entered into a sales agreement with ALFS, Inc. (“ALFS”) to sell the Contracts and all wholesalers and their employees that are under agreement with ALFS to wholesale the Contract.

Premium Taxes. Currently, we do not make deductions for premium taxes under the Contract because New York does not charge premium taxes on annuities. We may deduct taxes that may be imposed in the future from purchase payments or the Contract Value when the tax is incurred or at a later time.

Please refer to your Contract specifications page for more information about the fees and expenses to which you are subject.

ANNUITIZING AMOUNTS IN THE GUARANTEE PERIODS

After the Payout Start Date, you will no longer be subject to potential Market Value Adjustments. Provided below is information about Market Value Adjustments that may apply on the Payout Start Date. For additional information about the Payout Phase, including Income Plans and Income Payments, please see your Contract and the related variable annuity prospectus for your Contract.

PAYOUT START DATE

On the Payout Start Date, any amounts in a Guarantee Period will be subject to a Market Value Adjustment unless the Payout Start Date occurs during the 30-day period after the Guarantee Period ends.

The Payout Start Date is the day that we apply your Contract Value, adjusted by any Market Value Adjustment and less any applicable taxes, to an Income Plan. The Payout Start Date must be:

_•

AIM Lifetime Plus and AIM Lifetime Plus II: no later than the Annuitant’s 90th birthday.

_•

Custom Portfolio and Select Directions: no later than the Annuitant’s 90th birthday or the 10th Contract Anniversary, if later.

You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract.

If the amount available to apply under an Income Plan is less than $2,000 or not enough to provide an initial payment of at least $20, and state law permits, we may: (a) pay you the Contract Value, adjusted by any Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or (b) reduce the frequency of your payments so that each payment will be at least $20. Under the AIM Lifetime Plus II Contract only, we may only take these actions if, in addition to the conditions described in this paragraph, the Contract Owner has not made any purchase payments for at least three years preceding the Payout Start Date.

APPLICATION OF FIXED ACCOUNT GUARANTEE PERIOD VALUE TO AN INCOME PLAN

You must apply Contract Value in the Fixed Account for Guarantee Periods on the Payout Start Date to fixed income payments.

If you wish to apply any portion of your Fixed Account balance for Guarantee Periods to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date.

We guarantee income payment amounts derived from the Fixed Account for Guarantee Periods for the duration of the Income Plan. We calculate the fixed income payments by:

(1)

adjusting the portion of the Contract Value in the Fixed Account for Guarantee Periods on the Payout Start Date by any applicable Market Value Adjustment;

(2)

deducting any applicable premium tax; and

(3)

applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time.

We may defer making fixed income payments for a period of up to 6 months or such shorter time as state law may require. If we defer payments for 10 business days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment.

CALCULATION OF THE DEATH BENEFIT

Provided below is information about Market Value Adjustments that may apply when calculating the death benefit. For additional information about the death benefit, including payment options that may be available to a surviving Contract Owner or a Beneficiary, please see your Contract and the related variable annuity prospectus for your Contract.

WHEN THE DEATH BENEFIT BECOMES PAYABLE

We will pay a death benefit if, prior to the Payout Start Date:

(1)

any Contract owner dies; or

(2)

the Annuitant dies, if the Contract owner is not a living person.

We will pay the death benefit to the new Contract owner who is determined immediately after the death. The new Contract owner would be a surviving Contract owner or, if none, the Beneficiary(ies). In the case of a Contract owned by a non-living owner, upon death of an Annuitant, we will pay the death benefit to the current Contract owner.

We will not settle any death claim until we receive Due Proof of Death. We will accept the following documentation as Due Proof of Death:

_•

a certified copy of a death certificate; or

_•

a certified copy of a decree of a court of competent jurisdiction as to a finding of death; or

_•

any other proof acceptable to us.

DEATH BENEFIT AMOUNT

Death Benefit Amount – AIM Lifetime Plus, Custom Portfolio, and SelectDirections

The death benefit is equal to the greatest of:

(1)

the Contract Value as of the date we determine the death benefit.

(2)

the Settlement Value (i.e., the amount payable on a full withdrawal of Contract Value) on the date we determine the death benefit.

(3)

the Contract Value on the Death Benefit Anniversary immediately preceding the date we determine the death benefit, increased by purchase payments made since that Anniversary and reduced by (1) any charges and (2):

_•

in the case of AIM Lifetime Plus, the amount of any partial withdrawals since that Anniversary (calculated on a dollar-for-dollar basis).

_•

in the case of Custom Portfolio and SelectDirections, the amount of any withdrawal adjustment (calculated on a proportionate basis as described below) since that Anniversary.

(4)

the greatest of the Anniversary Values as of the date we determine the death benefit. An “Anniversary Value” is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by:

_•

in the case of AIM Lifetime Plus, the amount of any partial withdrawals since that Anniversary (calculated on a dollar-for-dollar basis).

_•

in the case of Custom Portfolio and SelectDirections, the amount of any withdrawal adjustment (calculated on a proportionate basis as described below) since that Anniversary.

Anniversary Values will be calculated for each Contract Anniversary prior to the earlier of: (i) the date we determine the death benefit; or (ii) the deceased’s 75th birthday or 5 years after the Issue Date, if later.

We will determine the value of the death benefit as of the end of the business day on which we receive a complete request for payment of the death benefit, which includes Due Proof of Death. If we receive a request after 4:00 p.m. Eastern Time (3:00 p.m. Central Time) on a business day, we will process the request as of the end of the following Valuation Date.

For Custom Portfolio and SelectDirections Contracts only, if we do not receive a complete request for payment of the death benefit within 180 days of the date of death, items (3) and (4) above will no longer be available and the death benefit will be the greater of items (1) or (2). We reserve the right to extend, on a non-discriminatory basis, the 180-day period in which items (3) and (4) are available.

Withdrawal Adjustment (Custom Portfolio and SelectDirections Only). The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where:

(a)

= the withdrawal amount,

(b)

= the Contract Value immediately prior to the withdrawal, and

(c)

= the value of the applicable death benefit alternative immediately prior to the withdrawal.

See Appendix II for an example of the withdrawal adjustment.

Application of Market Value Adjustment in Settlement Value. In calculating the Settlement Value, the amount in each individual Guarantee Period may be subject to a Market Value Adjustment. A Market Value Adjustment will apply to amounts in a Guarantee Period, unless we calculate the Settlement Value during the 30-day period after the expiration of the Guarantee Period

ONLY IN THE CASE OF AIM LIFETIME PLUS CONTRACTS MAY THE MARKET VALUE ADJUSTMENT APPLIED TO SETTLMENT VALUE BE POSITIVE OR NEGATIVE. FOR ALL OTHER CONTRACTS, THE MARKET VALUE ADJUSTMENT APPLIED TO SETTLMENT VALUE CAN BE POSITIVE OR ZERO, BUT CANNOT BE NEGATIVE.

The Settlement Value will reflect deduction of any applicable charges and premium taxes.

Death Benefit Amount – AIM Lifetime Plus II

The death benefit is equal to the greatest of:

(1)

the Contract Value as of the date we determine the death benefit.

(2)

the Settlement Value (i.e., the amount payable on a full withdrawal of Contract Value) on the date we determine the death benefit.

(3)

the sum of all purchase payments reduced by a withdrawal adjustment (calculated on a proportionate basis as described below).

(4)

the greatest of the Contract Value on each Death Benefit Anniversary prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by a withdrawal adjustment as described below.

(5)

If the optional Enhanced Death Benefit has been elected, the amount payable under the Enhanced Death Benefit.

We will calculate Anniversary Values for each Contract Anniversary prior to the oldest Contract owner’s or the oldest Annuitant’s, if the Contract owner is not a living person, 85th birthday. After age 85, we will recalculate the Enhanced Death Benefit only for purchase payments and withdrawals. The Enhanced Death Benefit will never be greater than the maximum death benefit allowed by any non-forfeiture laws which govern the Contract.

We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for payment of the death benefit, which includes Due Proof of Death. If we receive a request after 4:00 p.m. Eastern Time (3:00 p.m. Central Time) on a Valuation Date, we will process the request as of the end of the following Valuation Date.

Withdrawal Adjustment. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where:

(a)

= the withdrawal amount,

(b)

= the Contract Value immediately prior to the withdrawal, and

(c)

= the value of the applicable death benefit alternative immediately prior to the withdrawal.

See Appendix II for an example of the withdrawal adjustment.

THE MARKET VALUE ADJUSTMENT APPLIED TO SETTLEMENT VALUE CAN BE POSITIVE OR ZERO, BUT CANNOT BE NEGATIVE.

TAX INFORMATION

The Guarantee Periods described in this prospectus are no longer available to new contract purchasers. The Guarantee Periods were only available through the purchase of certain

variable annuity contracts, which are also no longer available to new purchasers. It is important to understand the tax implications of owning a variable annuity, as well as investing in a Guarantee Period subject to market value adjustments. The variable annuity contract prospectus you purchased also contains important tax information.

The following discussion is general in nature and is not intended as tax advice. Each person concerned should consult a competent tax advisor. No attempt is made to consider any applicable state or other income tax laws, any state and local estate or inheritance tax, or other tax consequences of ownership or receipt of distributions under a Contract.

When you invest in an annuity contract, you usually do not pay taxes on your investment gains until you withdraw the money — generally for retirement purposes. If you invest in a variable annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program that is qualified for special treatment under the Internal Revenue Code, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified Contract. The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan.

Variable Annuities in General

Tax law imposes several requirements that variable annuities must satisfy in order to receive the tax treatment normally accorded to annuity contracts.

Diversification Requirements. The Internal Revenue Code (Code) requires that the investments of each investment division of the separate account underlying the Contracts be “adequately diversified” in order for the Contracts to be treated as annuity contracts for Federal income tax purposes. It is intended that each investment division, through the fund in which it invests, will satisfy these diversification requirements.

Owner Control. In certain circumstances, owners of variable annuity contracts have been considered for Federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. There is limited guidance in this area, and some features of our Contracts, such as the flexibility of an owner to allocate premium payments and transfer amounts among the investment divisions of the separate account, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give Owners investment control over separate account assets, we reserve the right to modify the Contracts as necessary to prevent an Owner from being treated as the Owner of the separate account assets supporting the Contract.

Required Distributions. In order to be treated as an annuity contract for Federal income tax purposes, Section 72(s) of the Code requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an owner of the Contract. Specifically, section 72(s) requires that (a) if any owner

dies on or after the annuity starting date, but prior to the time the entire interest in the contract has been distributed, the entire interest in the contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such owner’s death; and (b) if any owner dies prior to the annuity starting date, the entire interest in the contract will be distributed within five years after the date of such owner’s death. These requirements will be considered satisfied as to any portion of an owner’s interest which is payable to or for the benefit of a designated beneficiary and which is distributed over the life of such designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary, provided that such distributions begin within one year of the owner’s death. The designated beneficiary refers to a natural person designated by the owner as a beneficiary and to whom ownership of the contract passes by reason of death. However, if the designated beneficiary is the surviving spouse of the deceased owner, the contract may be continued with the surviving spouse as the new owner.

The Non-Qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Other rules apply to Qualified Contracts.

Taxation of Non-Qualified Contracts

Non-Natural Person. If a non-natural person (e.g., a corporation or a trust) owns a Non- Qualified Contract, the taxpayer generally must include in income any increase in the excess of the account value over the investment in the Contract (generally, the premiums or other consideration paid for the contract) during the taxable year. There are some exceptions to this rule and a prospective owner that is not a natural person should discuss these with a tax adviser.

The following discussion generally applies to Contracts owned by natural persons.

Withdrawals. When a withdrawal from a Non-Qualified Contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the account value immediately before the distribution over the Owner’s investment in the Contract (generally, the premiums or other consideration paid for the Contract, reduced by any amount previously distributed from the Contract that was not subject to tax) at that time. The account value immediately before a withdrawal may have to be increased by any positive Market Value Adjustments that result from a withdrawal. There is, however, no definitive guidance on the proper tax treatment of Market Value Adjustments, and you may want to discuss the potential tax consequences of a Market Value Adjustment with your tax adviser. In the case of a surrender under a Non-Qualified Contract, the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract.

In the case of a withdrawal under a Qualified Contract, a ratable portion of the amount received is taxable, generally based on the ratio of the “investment in the contract’’ to the

individual’s total account balance or accrued benefit under the retirement plan. The “investment in the contract” generally equals the amount of any non-deductible Purchase Payments paid by or on behalf of any individual. In many cases, the “investment in the contract” under a Qualified Contract can be zero.

Penalty Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract, there may be imposed a federal tax penalty equal to ten percent of the amount treated as income. In general, however, there is no penalty on distributions:

_•

made on or after the taxpayer reaches age 59¹⁄₂

_•

made on or after the death of an Owner;

_•

attributable to the taxpayer’s becoming disabled; or

_•

made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. Also, additional exceptions apply to distributions from a Qualified Contract. You should consult a tax adviser with regard to exceptions from the penalty tax.

Annuity Payments. Although tax consequences may vary depending on the payout option elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payout option, they are taxed in the same way as annuity payments.

Transfers, Assignments or Exchanges of a Contract. A transfer or assignment of ownership of a Contract, the designation of an annuitant other than the owner, the selection of certain maturity dates, or the exchange of a Contract may result in certain tax consequences to you that are not discussed herein. An owner contemplating any such transfer, assignment or exchange, should consult a tax advisor as to the tax consequences.

Withholding. Annuity distributions are generally subject to withholding for the recipient’s federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.

Multiple Contracts. All non-qualified deferred annuity contracts that are issued by us (or our affiliates) to the same owner during any calendar year are treated as one annuity contract for purposes of determining the amount includible in such owner’s income when a taxable distribution occurs.

Taxation of Qualified Contracts

The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan. If you own a Qualified Contract, your rights under a Qualified Contract may be subject to the terms of the retirement plan itself, regardless of the terms of the Qualified Contract. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law.

In the case of a withdrawal under a Qualified Contract, a ratable portion of the amount received is taxable, generally based on the ratio of the “investment in the contract’’ to the individual’s total account balance or accrued benefit under the retirement plan. The “investment in the contract” generally equals the amount of any non-deductible Purchase Payments paid by or on behalf of any individual. In many cases, the “investment in the contract” under a Qualified Contract can be zero.

In the case of a distribution from a Qualified Contract taken before you reach age 59 1/2, there may be imposed a federal tax penalty equal to ten percent of the amount treated as income. There are a number of exceptions. Consult a tax adviser.

Qualified Contracts have required minimum distribution rules that govern the timing and amount of distributions. You should refer to your retirements plan, adoption agreement, or consult a tax advisor for more information about these distribution rules. On December 20, 2019, the SECURE Act was passed as part of the comprehensive government appropriations bill. The legislation makes significant changes to laws affecting retirement plans, including the required minimum distribution rules. In particular,

_•

The SECURE Act limits the availability of the “stretch” feature for non-spouse beneficiaries of IRAs and defined contribution retirement plans. Most non-spouse beneficiaries will no longer be able to satisfy the RMD rules with lifetime distributions, but will have to take their distributions within ten years. Certain exceptions apply to “eligible designated beneficiaries which include disabled and chronically ill individuals, individuals who are ten or less years younger than the deceased individual, and children who have not reached the age of majority. This change applies to distributions to designated beneficiaries of individuals who die on and after January 1, 2020.

_•

The age on which RMDs generally must begin is extended from age 70 ¹⁄₂ to age 72 for individuals who reach age 70 ¹⁄₂ on or after January 1, 2020. Individuals who had already attained age 70 ¹⁄₂ as of that date must begin or continue taking required minimum distributions based on age 70 ¹⁄₂ required beginning date.

Consult your tax adviser if you think you may be affected by these changes.

Distributions from Qualified Contracts generally are subject to withholding for the Owner’s federal income tax liability. The withholding rate varies according to the type of distribution and the Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld from distributions. However, “Eligible rollover distributions” from certain Qualified Contracts are subject to a mandatory federal Income tax withholding of 20% unless directly rolled over to an eligible retirement plan.

Federal Estate, Gift and Generation-Skipping Transfer Taxes

While no attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary who survives the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning advisor for more information.

Under certain circumstances, the Code may impose a generation-skipping (“GST”) tax when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

The federal estate tax, gift tax, and GST tax exemptions and maximum rates may be adjusted each year.

The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Medicare Tax

Distributions from non-qualified annuity policies will be considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g. earnings) to individuals whose income exceeds certain threshold amounts. Please consult a tax advisor for more information.

Definition of Spouse under Federal Law

The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes.

Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a tax adviser for more information on this subject.

Annuity purchases by nonresident aliens and foreign corporations

The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships, and trusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

Foreign Tax Credits

We may benefit from any foreign tax credits attributable to taxes paid by certain Funds to foreign jurisdictions to the extent permitted under Federal tax law.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Contract.

We have the right to modify the contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of any contact and do not intend the above discussion as tax advice.

DISTRIBUTION OF THE CONTRACTS

For additional distribution information, please see the related variable annuity prospectus for your Contract. There is no additional plan of distribution or sales compensation with respect to the Guarantee Periods.

The principal underwriter for all of the Contracts is Allstate Distributors, L.L.C. (“ADLLC”), a wholly-owned subsidiary of Allstate Life Insurance Company. ADLLC is a registered broker dealers under the Exchange Act, and are members of the Financial Industry Regulatory Authority. ADLLC is not required to sell any specific number or dollar amount of securities. The underwriting agreement with Allstate Distributors provides that we will reimburse Allstate Distributors for any liability to Contract owners arising out of services rendered or Contracts issued. Additional information about the underwriting agreement with ADLLC, including sales compensation, is included under “Distribution” in the appropriate variable annuity contract prospectus and in the statement of additional information that relates to that prospectus. This information applies regardless of whether you choose to invest in the Guarantee Periods, and there is no additional plan of distribution or sales compensation with respect to the Guarantee Periods.

Information with Respect to the Registrant

Description of Business

WRNY is a New York domestic life insurance company licensed in all fifty states, the District of Columbia and the U.S. Virgin Islands. As part of Wilton Re Group’s In Force Solutions business, the Company was formed in September 2006 through the acquisition by the Wilton Re Group of three New York domestic life insurance companies: North American Company for Life and Health Insurance of New York (“NANY”), Utica National Life Insurance Company (“Utica Life”), and The American Life Insurance Company of New York (“ALNY” and, together with NANY and Utica Life, the “Constituent Companies”) which companies were merged upon acquisition. ALNY was the surviving company and its name was changed to WRNY. On December 31, 2007, Keystone State Life Insurance Company was merged with and into WRNY. In the fourth quarter of 2021, ALICNY was acquired by WRAC and merged with and into WRNY.

Products

As of December 31, 2020, WRNY had approximately 65,000 policies and annuity contracts in force with $731.4 million of total life and annuity net reserves. WRNY does not issue new business and the policies that remain in force include life, annuities, accident and health and disability income.

From time to time and subject to receipt of any required regulatory consents or approvals, the Company expects that it may participate – through reinsurance arrangements or otherwise – in the acquisition of additional blocks of business as part of and through Wilton Re Group’s In Force Solutions business. WRNY currently does not intend to write any new business and expects to run off its in force business.

Regulation

State Regulation

WRNY is subject to extensive state regulation, primarily, but not exclusively, from the New York Department of Financial Services (“NYDFS”). The methods, extent and substance of such regulation has its source in statutes that establish standards and requirements for conducting the business of insurance and that delegate regulatory authority to the NYDFS. These rules have a substantial effect on our business and relate to a wide variety of matters, including insurer insolvency and statutory surplus sufficiency, reserve adequacy, insurance company licensing and examination, policy forms, rate setting, the nature and amount of investments, claims practices, participation in guaranty funds, transactions with affiliates, the payment of dividends, underwriting standards, statutory accounting, methods, trade practices, privacy regulation and data security, corporate governance and risk management. Further, the NYDFS cybersecurity regulation and the National Association of Insurance Commissioners (“NAIC”) Insurance Data Security Model Law, which has been adopted in some form by several states, establish standards for data security and for the investigation of and notification to insurance commissioners of cybersecurity events.

Insurance Holding Company Regulation

WRNY is a direct wholly-owned subsidiary of WRAC, a holding company organized under the laws of Minnesota, which in turn is a wholly-owned subsidiary of Wilton Re US Holdings, Inc., a holding

company organized under the laws of Delaware, with the ultimate controlling parent being WRL. WRL is the lead entity of the Wilton Re group of companies. As such, WRL is subject to the insurance holding company acts of each of the states of domicile of its insurance subsidiaries and affiliates. All states have enacted legislation that requires each insurance holding company and each insurance company in an insurance holding company system to register with the insurance regulatory authority of the insurance company’s state of domicile and to furnish annually financial and other information concerning the operations of companies within the holding company system that materially affect the operations, management or financial condition of the insurers within that system. Generally, under such laws, transactions within the insurance holding company system to which the Company’s operating insurance companies are a party must be fair and reasonable, and, if material or of a specified category, they require prior notice and approval or non-disapproval by the state of domicile of each insurance company that is party to the transaction. In addition, under such laws, a state insurance authority usually must approve in advance the direct or indirect acquisition of 10% or more of the voting securities of an insurance company domiciled in its state.

NAIC

The NAIC is an organization, the mandate of which is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Manual. However, model insurance laws and regulations are only effective when adopted by the states, and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the NAIC Accounting Manual or modifications by the various state insurance departments may affect the statutory capital and surplus of the Company.

Some of the NAIC pronouncements, particularly as they affect accounting issues, take effect automatically in the various states without affirmative action by the states. Statutes, regulations and interpretations may be applied with retroactive impact, particularly in areas such as accounting and reserve requirements. The NAIC continues to work to reform state regulation in various areas, including comprehensive reforms relating to certain reserving practices.

The Company is subject to the ORSA Model Act, which has been enacted by the domiciliary state and requires insurance companies to assess the adequacy of their and their group’s risk management and current and future solvency position. Under the ORSA Model Act, certain insurers must undertake an internal risk management review at least annually (and also at any time when there are significant changes to the risk profile of the insurer or its insurance group), in accordance with the NAIC’s ORSA Guidance Manual, and prepare an ORSA Report assessing the adequacy of the insurer’s risk management and capital in light of its current and future business plans. The ORSA Report is required to be filed with a company’s lead state regulator and made available to other domiciliary regulators within the holding company system.

The Company is subject to the Corporate Governance Model Act, a form of which has been enacted in New York and requires an insurer to provide an annual disclosure regarding its corporate governance practices to its lead state and/or domestic regulator. The Company is in compliance with the Corporate Governance Model Act as adopted by New York.

Federal Regulation

Although the insurance business in the United States is primarily regulated by the states, federal initiatives can affect the business of the Company in a variety of ways. From time to time, federal measures are proposed which may significantly affect the insurance business. These areas include financial services regulation, securities regulation, derivatives regulation, pension regulation, money laundering, privacy regulation, taxation and the economic and trade sanctions implemented by the Office of Foreign Assets Control (“OFAC”). OFAC maintains and enforces economic sanctions against certain foreign countries and groups and prohibits U.S. persons from engaging in certain transactions with certain persons or entities. OFAC has imposed civil penalties on persons, including insurance and reinsurance companies, arising from violations of its economic sanctions program. In addition, various forms of direct and indirect federal regulation of insurance have been proposed from time to time, including proposals for the establishment of an optional federal charter for insurance companies.

As part of an effort to strengthen the regulation of the financial services market, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) was enacted in 2010. Dodd-Frank created the Federal Insurance Office (“FIO”) within the U.S. Department of the Treasury. The FIO monitors the insurance industry, provides advice to the Financial Stability Oversight Council (“FSOC”), represents the U.S. on international insurance matters, and studies the current regulatory system.

Description of Property

WRNY occupies office space in Rye Brook, New York, that is owned or leased by WRNY and Norwalk, Connecticut that is owned or leased by Wilton Re Services, Inc.. Expenses associated with these facilities are allocated to WRNY. We believe that these facilities are suitable and adequate for our current operations.

Legal Proceedings

See Note 9 of the financial statements of WRNY as of and for the three years ended December 31, 2020, 2019 and 2018 included in this prospectus for information about legal proceedings.

Caution Regarding Forward-Looking Statements

This document contains “forward-looking statements” that anticipate results based on our estimates, assumptions and plans that are subject to uncertainty. These statements are made subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” and other words with similar meanings. These statements may address, among other things, our strategy for growth, product development, investment results, regulatory approvals, market position, expenses, financial results, litigation and reserves. We believe that these statements are based on reasonable estimates, assumptions and plans. Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update any forward-looking statements as a result of new information or future events or developments. In addition, forward-looking statements are subject to certain risks or uncertainties that could cause actual results to differ materially from those communicated in these forward-looking statements.

Risk Factors

Risks are categorized by (1) insurance and financial services, (2) business, strategy and operations and (3) macro, regulatory and risk environment. Many risks may affect more than one category and are included where the impact is most significant. Consider these cautionary statements carefully together with other information discussed in this prospectus.

Insurance and financial services

Changes in reserve estimates could materially affect our results of operations and financial condition

WRNY uses long-term assumptions, including future investment yields, mortality, morbidity, persistency and expenses in pricing and valuation. If experience differs significantly from assumptions, adjustments to reserves may be required that could have a material adverse effect on our results of operations and financial condition.

WRNY may not be able to mitigate the capital impact associated with statutory reserving and capital requirements

Regulatory capital and reserving requirements affect the amount of capital required. Changes to capital or reserving requirements or regulatory interpretations may result in holding additional capital and could require us to increase prices, and/or accept a return on equity below original levels assumed in pricing.

A downgrade in financial strength ratings may have an adverse effect on our business

Financial strength ratings are important factors in establishing the competitive position of insurance companies. Rating agencies could downgrade or change the outlook on our ratings due to:

_•

Changes in statutory capital

_•

Changes in a rating agency’s determination of the amount of capital required to maintain a particular rating

_•

Increases in the perceived risk of our investment portfolio, a reduced confidence in management or our business strategy, as well as a number of other considerations that may or may not be under our control

_•

Changes in ownership resulting from divestiture of business

A downgrade in our rating could have a material effect on retention, liquidity and results of operations and financial condition.

Changes in tax laws may adversely affect profitability of life insurance products

Changes in taxation of life insurance products could result in the surrender of some existing contracts and policies, which may have a material effect on our profitability and financial condition.

Our investment portfolio is subject to market risk and declines in quality which may adversely affect or create volatility in our investment income and cause realized and unrealized losses

We continually evaluate investment management strategies since we are subject to risk of loss due to adverse changes in interest rates, credit spreads, equity prices, real estate values, currency exchange rates and liquidity. Adverse changes may occur due to changes in monetary and fiscal policy and the economic climate, liquidity of a market or market segment, investor return expectations or risk tolerance, insolvency or financial distress of key market makers or participants, or changes in market perceptions of credit worthiness. Adverse changes in market conditions could cause the value of our investments to decrease significantly and impact our results of operations and financial condition.

Our investments are subject to risks associated with economic and capital market conditions and factors that may be unique to our portfolio, including:

_•

General weakening of the economy, which is typically reflected through higher credit spreads and lower equity and real estate valuations

_•

Declines in credit quality including issuer defaults

_•

Declines in market interest rates, credit spreads or sustained low interest rates could lead to further declines in portfolio yields and investment income

_•

Increases in market interest rates, credit spreads or a decrease in liquidity could have an adverse effect on the value of our fixed income securities that comprise a substantial majority of our investment portfolio

_•

Poor performance of general partners and underlying investments unrelated to general market or economic conditions could lead to declines in investment income and cause realized losses in our limited partnership interests

_•

Concentration in any particular issuer, industry, collateral type, group of related industries, geographic sector or risk type

The amount and timing of net investment income, capital contributions and distributions from our limited partnership interests, can fluctuate significantly due to the underlying investments’ performance or changes in market or economic conditions. Additionally, these investments are less liquid than similar, publicly-traded investments and a decline in market liquidity could impact our ability to sell them at their current carrying values.

Determination of the fair value and amount of credit losses for investments includes subjective judgments and could materially impact our results of operations and financial condition

The valuation of the portfolio is subjective, and the value of assets may differ from the actual amount received upon the sale of an asset. The degree of judgment required in determining fair values increases when:

_•

Market observable information is less readily available

_•

The use of different valuation assumptions may have a material effect on the assets’ fair values

_•

Changing market conditions could materially affect the fair value of investments

The determination of the amount of credit losses varies by investment type and is based on ongoing evaluation and assessment of known and inherent risks associated with the respective asset class or investment.

Such evaluations and assessments are highly judgmental and are revised as conditions change and new information becomes available.

We update our evaluations regularly and reflect changes in credit losses in our results of operations. Our conclusions may ultimately prove to be incorrect as assumptions, facts and circumstances change. Historical loss trends, consideration of current conditions, and forecasts may not be indicative of future changes in credit losses and additional amounts may need to be recorded in the future.

Changes in market interest rates or performance-based investment returns may lead to a significant decrease in the profitability of our spread-based products

Spread-based products, such as fixed annuities, are dependent upon maintaining profitable spreads between investment returns and interest crediting rates. When market interest rates decrease or remain at low levels, investment income may decline. Lowering interest crediting rates on some products in such an environment can partially offset decreases in investment yield. However, these changes could be limited by regulatory minimum rates or contractual minimum rate guarantees on many contracts and may not match the timing or magnitude of changes in investment yields.

Increases in market interest rates can lead to increased surrenders at a time when fixed income investment asset values are lower due to the increase in interest rates. Liquidating investments to fund surrenders could result in a loss that would adversely impact results of operations.

Failure to appropriately match asset and liability durations could lead to an inability to maintain profitable spreads between investment returns and interest crediting rates.

Net investment income, capital contributions and distributions from limited partnership investments can fluctuate significantly due to the underlying investments’ performance or changes in market or economic conditions.

Business, strategy and operations

Reinsurance subjects us to counterparty risk and may not be adequate to protect us against losses arising from ceded insurance

Collecting from reinsurers is subject to uncertainty arising from whether reinsurers or their affiliates have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Our inability to recover from a reinsurer could have a material effect on our results of operations and financial condition.

Divestitures of businesses may not produce anticipated benefits

We may divest portions of our businesses either through a sale or financial arrangements. These transactions may result in continued financial involvement in the divested businesses, such as through reinsurance, guarantees or other financial arrangements, following the transaction. If the acquiring companies do not perform under the arrangements, our financial results could be negatively impacted.

Macro, regulatory and risk environment

Conditions in the global economy and capital markets could adversely affect our business and results of operations

Global economic and capital market conditions could adversely impact returns on our investment portfolio and results of operations. The conditions that would have the largest impact on our business include:

_•

Low or negative economic growth

_•

Sustained low interest rates

_•

Rising inflation resulting in sharply higher interest rates

_•

Substantial increases in delinquencies or defaults on debt

_•

Significant downturns in the market value or liquidity of our investment portfolio

Stressed conditions, volatility and disruptions in global capital markets or financial asset classes could adversely affect our investment portfolio.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or obtain credit on acceptable terms

In periods of extreme volatility and disruption in the capital and credit markets, liquidity and credit capacity may be severely restricted. Our access to additional financing depends on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity, as well as lenders’ perception of our long- or short-term financial prospects. In such circumstances, our ability to obtain capital to fund operating expenses may be limited, and the cost of any such capital may be significant.

A large-scale pandemic, the occurrence of terrorism, military actions, social unrest or other actions may have an adverse effect on our business

A large-scale pandemic, such as the Coronavirus and its impacts, the occurrence of terrorism, military actions, social unrest or other actions, may result in loss of life, property damage, and disruptions to commerce and reduced economic activity. Some of the assets in our investment portfolio may be adversely affected by declines in the equity markets, changes in interest rates, reduced liquidity and economic activity caused by a large-scale pandemic. Additionally, a large-scale pandemic or terrorist act could have a material effect on liquidity and operating results.

The Coronavirus resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which have included the implementation of travel restrictions, government-imposed shelter-in-place orders, quarantine periods, social distancing, and restrictions on large gatherings, have caused material disruption to businesses globally, resulting in increased unemployment, a recession and increased economic uncertainty. Additionally, there is no way of predicting with certainty how long the pandemic might last, including the potential for restrictions being restored or new restrictions being implemented that could result in further economic volatility.

The failure in cyber or other information security controls, as well as the occurrence of events unanticipated in our disaster recovery processes and business continuity planning, could result in a loss or disclosure of confidential information, damage to our reputation, additional costs and impair our ability to conduct business effectively

We depend heavily on computer systems, mathematical algorithms and data to perform necessary business functions. There are threats that could impact our ability to protect our data and systems; if the threats are successful, they could impact confidentiality, integrity and availability:

_•

Confidentiality - protecting our data from disclosure to unauthorized parties

_•

Integrity - ensuring data is not changed accidentally or without authorization and is accurate

_•

Availability - ensuring our data and systems are accessible to meet our business needs

We collect, use, store or transmit a large amount of confidential, proprietary and other information (including personal information of customers or employees) in connection with the operation of our business. Systems are subject to increased attempted cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering.

We constantly defend against threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. Events like these could jeopardize the information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties or customer dissatisfaction.

These risks may increase in the future as threats become more sophisticated and we continue to expand internet and mobile strategies, develop additional remote connectivity solutions to serve our employees and customers and build and maintain an integrated digital enterprise. Our increased use of third-party services (e.g., cloud technology and software as a service) can make it more difficult to identify and respond to cyberattacks in any of the above situations. Although we may review and assess third-party vendor cybersecurity controls, our efforts may not be successful in preventing or mitigating the effects of such events. Third parties to whom we outsource certain functions are also subject to cybersecurity risks.

Personal information is subject to an increasing number of federal, state, local and international laws and regulations regarding privacy and data security, as well as contractual commitments. Any failure or perceived failure by us to comply with such obligations may result in governmental enforcement actions and fines, litigation or public statements against us by consumer advocacy groups or others and could cause our employees and customers to lose trust in us, which could have an adverse effect on our reputation and business.

The occurrence of a disaster, such as a natural catastrophe, pandemic, industrial accident, blackout, terrorist attack, war, cyberattack, computer virus, insider threat, unanticipated problems with our disaster recovery processes, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of employees were unavailable in the event of a disaster, our ability to effectively conduct business could be severely compromised. Our systems are also subject to compromise from internal threats.

We are subject to extensive regulation, and potential further restrictive regulation may increase operating costs and limit growth

We operate in the highly regulated insurance sector and are subject to extensive laws and regulations that are complex and subject to change. Changes may lead to additional expenses, increased legal exposure, or increased reserve or capital requirements limiting our ability to grow or to achieve targeted profitability. Moreover, laws and regulations are administered and enforced by governmental authorities that exercise interpretive latitude, including state insurance regulators; state securities administrators; state attorneys general as well as federal agencies including the SEC, the Financial Industry Regulatory Authority, the Department of Labor, and the U.S. Department of Justice. Consequently, compliance with one regulator’s or enforcement authority’s interpretation of a legal issue may not result in compliance with another’s interpretation of the same issue.

In addition, there is risk that one regulator’s or enforcement authority’s interpretation of a legal issue may change to our detriment. There is also a risk that changes in the overall legal environment may cause us to change our views regarding the actions we need to take from a legal risk management perspective. This could necessitate changes to our practices that may adversely impact our business. In some cases, state insurance laws and regulations are generally intended to protect or benefit purchasers or users of insurance products. These laws and regulations may limit our ability to grow or to improve the profitability of our business.

Regulatory reforms, and the more stringent application of existing regulations, may make it more expensive for us to conduct our business

The federal government has enacted comprehensive regulatory reforms for financial services entities. As part of a larger effort to strengthen the regulation of the financial services market, certain reforms are applicable to the insurance industry.

The Federal Insurance Office and Financial Stability Oversight Council have been established and the federal government may enact reforms that affect the state insurance regulatory framework. The potential impact of state or federal measures that change the nature or scope of insurance and financial regulation is uncertain but may make it more expensive for us to conduct business and limit our ability to grow or achieve profitability.

Losses from legal and regulatory actions may be material to our results of operations, cash flows and financial condition

From time to time, we are involved in various legal actions, some of which involve claims for substantial or indeterminate amounts. We are also involved in various regulatory actions and inquiries, including market conduct exams by state insurance regulatory agencies. In the event of an unfavorable outcome in any of these matters, the ultimate liability may be more than amounts currently accrued, and may be material to our results of operations, cash flows and financial condition.

Changes in or the application of accounting standards issued by standard-setting bodies and changes in tax laws may adversely affect our results of operations and financial condition

Our financial statements are subject to the application of accounting principles that are periodically revised, interpreted and/or expanded. Accordingly, we may be required to adopt new guidance or

interpretations, which may have a material effect on our results of operations and financial condition and could adversely impact financial strength ratings.

_•

Pending changes to accounting for long-duration insurance contracts such as traditional life, life-contingent immediate annuities and certain voluntary accident and health insurance products will have a material effect on reserves and could adversely impact financial strength ratings

_•

Realization of our deferred tax assets assumes that we can fully utilize the deductions recognized for tax purposes; we may recognize additional tax expense if these assets are not fully utilized

_•

New tax legislative initiatives may be enacted that may impact our effective tax rate and could adversely affect our tax positions or tax liabilities

Loss of key vendor relationships or failure of a vendor to protect our data, confidential and proprietary information, or personal information of our customers or employees could adversely affect our operations

We rely on services and products provided by many vendors in the U.S. and abroad. These include, vendors of computer hardware, software, cloud technology and software as a service, as well as vendors and/or outsourcing of services such as:

_•

Call center services

_•

Human resource benefits management

_•

Information technology support

_•

Investment management services

If any vendor becomes unable to continue to provide products or services, or fails to protect our confidential, proprietary, and other information, we may suffer operational impairments and financial losses.

Our ability to attract, develop, and retain talent to maintain appropriate staffing levels, and establish a successful work culture is critical to our success

Competition from within the insurance industry and from other industries, including the technology sector, for qualified employees with highly specialized knowledge in areas such as underwriting, data and analytics, technology and e-commerce has often been intense and we have experienced increased competition in hiring and retaining employees.

Factors that affect our ability to attract and retain such employees include:

_•

Compensation and benefits

_•

Training and re-skilling programs

_•

Reputation as a successful business with a culture of fair hiring, and of training and promoting qualified employees

_•

Recognition of and response to changing trends and other circumstances that affect employees

The unexpected loss of key personnel could have a material adverse impact on our business because of the loss of their skills, knowledge of our products and offerings and years of industry experience and, in some cases, the difficulty of promptly finding qualified replacement personnel.

Misconduct or fraudulent acts by employees, agents and third parties may expose us to financial loss, disruption of business, regulatory assessments and reputational harm

The company and the insurance industry are inherently susceptible to past and future misconduct or fraudulent activities by employees, representative agents, vendors, customers and other third parties. These activities could include:

_•

Fraud against the company, its employees and its customers through illegal or prohibited activities

_•

Unauthorized acts or representations, unauthorized use or disclosure of personal or proprietary information, deception, and misappropriation of funds or other benefits

Financial Statements and Notes to Financial Statements

The following financial statements are included below:

_• The financial statements of Allstate Life Insurance Company of New York as of and for the years ended December 31, 2020, 2019 and 2018 and the accompanying Report of Independent Auditors, and unaudited interim financial information as of June 30, 2021 and for each of the six-month periods ended June 30, 2021 and 2020; and

_• The financial statements of Wilton Reassurance Life Company of New York as of and for each of the three years ended December 31, 2020, 2019 and 2018 and the accompanying Report of Independent Auditors, unaudited interim financial information as of June 30, 2021 and for each of the six-month periods ended June 30, 2021 and 2020, and unaudited pro-forma financial information reflecting the Merger.

The financial statements of Allstate Life Insurance Company of New York and the financial statements of Wilton Reassurance Life Company of New York are presented in conformity with accounting practices prescribed or permitted by the New York Department of Financial Services.

Wilton Reassurance Life

Company of New York

Financial Statements—Statutory-Basis as of and

for the Years Ended December 31, 2020, 2019 and 2018,

and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of

Wilton Reassurance Life Company of New York:

We have audited the accompanying statutory-basis financial statements of Wilton Reassurance Life Company of New York (the “Company”), which comprise the balance sheets—statutory-basis as of December 31, 2020, 2019, and 2018 and the related statements of operations—statutory-basis, changes in capital and surplus—statutory-basis, and cash flows—statutory-basis for the years then ended, and the related notes to the statutory-basis financial statements.

Management’s Responsibility for the Statutory-Basis Financial Statements

Management is responsible for the preparation and fair presentation of these statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the New York State Department of Financial Services (the “Department”). Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these statutory-basis financial statements based on our audits. We have conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statutory-basis financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statutory-basis financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the statutory-basis financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the statutory-basis financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statutory-basis financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

- 1 -

Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

As described in Note 1 to the statutory-basis financial statements, the statutory-basis financial statements are prepared by the Company using accounting practices prescribed or permitted by the Department, which is a basis of accounting other than accounting principles generally accepted in the United States of America, to meet the requirements of the Department.

The effects on the statutory-basis financial statements of the variances between the statutory-basis of accounting described in Note 1 to the statutory-basis financial statements and accounting principles generally accepted in the United States of America are also described in Note 1 to the statutory-basis financial statements.

Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America paragraph, the statutory-basis financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2020, 2019, and 2018, or the results of its operations or its cash flow for the years then ended.

Opinion on Statutory-Basis of Accounting

In our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of the Company as of December 31, 2020, 2019, and 2018 and the results of its operations and its cash flows for the years then ended, in accordance with the accounting practices prescribed or permitted by the Department as described in Note 1 to the statutory-basis financial statements.

/s/ DELOITTE & TOUCHE LLP

New York, New York

April 12, 2021

- 2 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

BALANCE SHEETS—STATUTORY-BASIS

AS OF DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars, except share amounts)


	2020			2019
ADMITTED ASSETS

Cash and Invested Assets:
Bonds	$	682,887		$	734,126
Preferred stocks		38,792			34,657
Common stocks		595			-
Mortgage loans on real estate		15,363			12,988
Cash, cash equivalents, and short-term investments		15,886			13,790
Policy loans		11,676			12,261
Other invested assets		81,337			47,240


Total cash and invested assets		846,536			855,062

Accrued investment income		5,516			6,033
Deferred and uncollected life premiums—net of loading of $0 and $0 at December 31, 2020 and 2019, respectively		1,493			1,569
Reinsurance recoverable		13,392			1,864
Net deferred tax assets		5,366			5,019
Other assets		1,661			1,601
Separate account assets		964			749


Total admitted assets	$	874,928		$	871,897


LIABILITIES AND CAPITAL AND SURPLUS

Liabilities:
Policy and contract liabilities:
Life, annuity and accident & health reserves	$	720,072		$	708,439
Policy and contract claims		12,964			7,950
Policyholders’ funds		10,545			10,072


Total policy and contract liabilities		743,581			726,461

Other amounts payable on reinsurance		706			260
Interest maintenance reserve		10,591			8,587
Commissions and expense allowances on reinsurance assumed		(105	)		(104	)
Accounts payable and general expenses due and accrued		11,700			11,559
Current federal income taxes		666			1,462
Amounts withheld or retained by company as agent or trustee		638			609
Remittances not allocated		2,971			(29	)
Asset valuation reserve		14,691			8,742
Reinsurance in unauthorized and certified companies		2,220			2,086
Funds held under reinsurance treaties		2,940			3,141
Payable to parent and affiliates		539			404
Payable for securities		-			3,463
Other liabilities		1,604			1,330
Separate account liabilities		964			749


Total liabilities		793,706			768,720


Capital and Surplus:
Common stock, $4.55 par value—authorized, 1,100,000 shares; issued and outstanding, 550,000 shares		2,503			2,503
Paid-in surplus		71,546			71,546
Unassigned surplus		7,173			29,128


Total capital and surplus		81,222			103,177


Total liabilities and capital and surplus	$	874,928		$	871,897

See accompanying notes to financial statements—statutory-basis.

- 3 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF OPERATIONS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars)


	2020			2019

PREMIUMS AND OTHER REVENUES:
Life and annuity premiums	$	10,578		$	10,975
Consideration for supplementary contracts with life contingencies		1,014			409
Net investment income		42,217			43,435
Amortization of interest maintenance reserve		1,805			1,759
Commissions and expense allowances on reinsurance ceded		934			1,218
Other revenues—net		(330	)		(555	)


Total premiums and other revenues		56,218			57,241


BENEFITS PAID OR PROVIDED:
Death benefits		12,172			9,181
Annuity benefits		12,552			7,734
Surrender benefits and withdrawals		22,187			26,219
Payments on supplementary contracts with life contingencies		1,404			1,322
Interest and adjustments on contract or deposit-type contract funds		(417	)		(104	)
Change in life, annuity and accident & health reserves		7,225			(15,634	)
Other benefits		236			602


Total benefits paid or provided		55,359			29,320


INSURANCE EXPENSES AND OTHER:
Commissions and expense allowances		352			628
General insurance expenses		10,407			9,226
Insurance taxes, licenses, and fees		1,217			1,717
Net transfer to or (from) separate accounts		(4	)		(71	)
Other		393			(321	)


Total insurance expenses and other		12,365			11,179


GAIN (LOSS) FROM OPERATIONS BEFORE FEDERAL INCOME TAXES AND NET REALIZED CAPITAL LOSSES		(11,506	)		16,742

FEDERAL INCOME TAX EXPENSES (BENEFITS)		(646	)		3,562


GAIN (LOSS) FROM OPERATIONS BEFORE NET REALIZED CAPITAL LOSSES		(10,860	)		13,180

NET REALIZED CAPITAL GAINS (LOSSES)		(846	)		(268	)


NET GAIN (LOSS)	$	(11,706	)	$	12,912

See accompanying notes to financial statements—statutory-basis.

- 4 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars)


							Unassigned				Total

	Common			Paid-In			Surplus				Capital and

	Stock			Surplus			(Deficit)				Surplus

BALANCES—DECEMBER 31, 2018		$	2,503		$	71,546		$	25,999			$	100,048

Net gain			-			-			12,912				12,912

Change in unrealized capital gains, less capital gains tax of $137			-			-			517				517

Change in net deferred income tax			-			-			997				997

Change in nonadmitted assets			-			-			(475	)			(475	)

Change in liability for reinsurance in unauthorized and certified companies			-			-			820				820

Change in asset valuation reserve			-			-			(1,637	)			(1,637	)

Dividend to stockholder			-			-			(10,005	)			(10,005	)


BALANCES—DECEMBER 31, 2019			2,503			71,546			29,128				103,177

Net loss			-			-			(11,706	)			(11,706	)

Change in unrealized capital gains, less capital gains tax of $358			-			-			1,345				1,345

Change in net deferred income tax			-			-			4,043				4,043

Change in nonadmitted assets			-			-			(3,652	)			(3,652	)

Change in liability for reinsurance in unauthorized and certified companies			-			-			(134	)			(134	)

Change in reserve on account of change in valuation basis			-			-			(5,902	)			(5,902	)

Change in asset valuation reserve			-			-			(5,949	)			(5,949	)


BALANCES—DECEMBER 31, 2020		$	2,503		$	71,546		$	7,173			$	81,222

See accompanying notes to financial statements—statutory-basis.

- 5 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF CASH FLOWS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars)


	2020			2019
OPERATIONS:
Premiums collected net of reinsurance	$	11,695		$	11,408
Net investment income received		41,148			41,660
Miscellaneous income received (loss paid)		(6,916	)		1,642
Benefits and losses paid		(48,371	)		(45,303	)
Net transfers from separate accounts		4			71
Commissions and expenses paid		(12,104	)		(5,848	)
Federal income taxes received (paid)		(1,412	)		(4,282	)


Net cash provided by (used in) operations		(15,956	)		(652	)


INVESTMENT ACTIVITIES:
Proceeds from sales, maturities, or repayments of investments:
Bonds		158,427			189,714
Stocks		16,228			17,399
Mortgage loans on real estate		525			25
Other invested assets		5,183			2,946
Miscellaneous proceeds		-			3,703


Total investment proceeds		180,363			213,787


Cost of investments acquired:
Bonds		102,278			162,035
Stocks		20,288			17,926
Mortgage loans on real estate		2,900			13,013
Other invested assets		37,520			30,319
Miscellaneous applications		3,632			-


Total cost of investments acquired		166,618			223,893


Increase (decrease) in policy loans		(542	)		(531	)

Net cash provided by (used in) investment activities		14,287			(9,575	)
FINANCING AND MISCELLANEOUS ACTIVITIES—Other provided (applied):
Net inflow (withdrawal) on deposit type contracts		473			(837	)
Dividends to stockholder		-			(10,005	)
Other cash provided (applied)		3,292			(1,623	)


Net cash provided by (used in) financing and miscellaneous activities		3,765			(12,465	)


NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		2,096			(22,692	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
Beginning of year		13,790			36,482


End of year	$	15,886		$	13,790



				(Continued)

- 6 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF CASH FLOWS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars)


	2020		2019

CASH FLOW INFORMATION FOR NON-CASH TRANSACTIONS:
Exchanges of Invested Assets reported as purchases and sales		8,721		-

See accompanying notes to financial statements—statutory-basis.				(Concluded	)

- 7 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Amounts in thousands of US Dollars)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization—Wilton Reassurance Life Company of New York (the Company or WRNY) is a stock life insurance company organized in 1955 under the laws of the State of New York. The Company operates predominantly in the individual life business, as well as the group and individual annuity business of the life insurance industry and is licensed in all 50 states, the District of Columbia and the U.S. Virgin Islands, although, historically, its marketing efforts have been concentrated in the State of New York. The Company currently has no employees and currently writes no new primary insurance policies.

The Company is a wholly owned subsidiary of Wilton Reassurance Company (WRAC) which, in turn is a wholly owned subsidiary of Wilton Re U.S. Holdings, Inc., a Delaware corporation (Wilton Re U.S.). All but a de minimis portion of the economic interests and 100% of the voting interests of Wilton Re U.S. are held or controlled by Wilton Re U.S. Holdings Trust, an Ontario trust (the Wilton Re Trust). In turn, all economic interests associated with the Wilton Re Trust accrue to Wilton Re Ltd. (WRL), a non-insurance holding company registered in Nova Scotia, Canada. WRL is deemed the ultimate parent corporation in the Company’s holding company system.

The Company is party to a services agreement (the Services Agreement) with its affiliate, Wilton Re Services, Inc. (Wilton Re Services), pursuant to which Wilton Re Services provides certain accounting, actuarial and administrative services.

Use of Estimates—The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

The Company is subject to the risk that interest rates will change and cause changes in investment prepayments and decreases in the value of its investments. Policyholder persistency is also affected by changes in interest rates. To the extent that fluctuations in interest rates cause the cash flows and duration of assets and liabilities to differ from product pricing assumptions, the Company may have to sell assets prior to their maturity and realize a loss.

Basis of Presentation—The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the New York State Department of Financial Services (the Department), which differ from accounting principles generally accepted in the United States of America (GAAP).

Important accounting practices prescribed by the Department and the more significant variances from GAAP are:

Investments—Investments in bonds and preferred stocks are reported at amortized cost or fair value based on their National Association of Insurance Commissioners (NAIC) rating; for GAAP, such fixed maturity investments are designated at purchase as trading and reported at fair value, with unrealized

- 8 -

holding gains and losses reported in operations. Fair value for statutory purposes, as with GAAP, is based on quoted market prices while the fair value of private placements and credit tenant loans is obtained from independent third-party dealers.

For statutory purposes, all securities that represent beneficial interests in securitized assets (e.g. mortgage backed securities and asset backed securities), are adjusted using the retrospective method when there is a change in estimated future cash flows. For loan-backed or structured securities if it is determined that an other-than-temporary credit impairment has occurred, the amortized cost basis of the security is written down to the present value of estimated future cash flows discounted using the effective interest rate inherent in the security. For all other investments in bonds and stocks, the retrospective method is used. If it is determined that a decline in fair value is other than temporary or the Company has the intent to sell, the cost basis of the security is written down to fair value. For GAAP, no other-than-temporary impairments are recognized as all securities are recorded at fair value with changes in fair value reported as unrealized gains and losses in operations.

Valuation Reserves—Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains and losses on sales of fixed income investments, principally bonds, attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to expected maturity of the securities sold. That net deferral is recorded by the Company as the interest maintenance reserve (IMR) in the balance sheets—statutory-basis. Realized capital gains and losses are reported in income net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statements of operations on a pretax basis in the period that the assets giving rise to the gains or losses are sold.

The asset valuation reserve (AVR) provides a valuation allowance for invested assets. The AVR is determined by an NAIC prescribed formula with changes reflected directly in unassigned surplus; AVR is not recognized for GAAP.

Value of Business Acquired (VOBA)—The excess statutory reserves assumed over the fair value of assets transferred in connection with the acquisition of blocks of business via reinsurance transactions is expensed. For GAAP, an intangible asset referred to as VOBA is established representing the contractual right to receive future profits from the acquired insurance policies or reinsurance contracts. The Company amortizes VOBA in proportion to premiums for traditional life products and in proportion to estimated gross profits (EGPs) for interest sensitive life products. The EGPs and related amortization of VOBA for interest sensitive life products are updated (unlocked) periodically to reflect revised assumptions for lapses, mortality and investment earnings. The Company performs periodic tests to establish that VOBA associated with traditional life products remains recoverable, and if financial performance significantly deteriorates to the point where VOBA is not recoverable, a cumulative charge to current operations will be recorded.

Nonadmitted Assets—Certain assets designated as “nonadmitted,” principally past-due agents’ balances, deferred taxes, and other assets not specifically identified as admitted assets within the NAIC Accounting Practices and Procedures Manual, are excluded from the balance sheets—statutory-basis and are charged directly to unassigned surplus. Under GAAP, such assets are included in the balance sheet to the extent these assets are not impaired.

Universal Life and Annuity Policies—Revenues for universal life and annuity policies with mortality risk consist of the entire premium received and benefits incurred represent the total of death benefits paid and the change in policy reserves. Premiums received for annuity policies without mortality risk are recorded using deposit accounting, and credited directly to an appropriate policy reserve account,

- 9 -

without recognizing premium income. Under GAAP, premiums received in excess of policy charges would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values.

Life and Annuity Reserves—Certain policy reserves are calculated based on statutorily required interest and mortality assumptions rather than on estimated expected experience or actual account balances as would be required under GAAP.

Reinsurance—A liability for reinsurance balances has been provided for unsecured policy reserves ceded to reinsurers not authorized to assume such business. Changes to the liability are credited or charged directly to unassigned surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets, as would be required under GAAP.

Commissions allowed by reinsurers on business ceded are reported as income when incurred rather than being deferred and amortized with deferred policy acquisition costs, as would be required under GAAP.

Deferred Income Taxes—The recoverability of deferred tax assets is evaluated and when considered necessary, a statutory valuation allowance is established to reduce the gross deferred tax asset to an amount which is more likely than not to be realized. Adjusted gross deferred tax assets are admitted in an amount equal to the sum of: (a) federal income taxes paid in prior years that can be recovered through loss carry-backs for existing temporary differences not to exceed three years from the balance sheet date; (b) the lesser of: (i) the remaining gross deferred tax assets expected to be realized in a timeframe consistent with NAIC standards; or (ii) a percentage of surplus consistent with NAIC standards, excluding any net deferred tax assets, electronic data processing (EDP) equipment and operating software; and (c) the amount of remaining gross deferred tax assets that can be offset against existing gross deferred tax liabilities. The remaining deferred tax assets are non-admitted.

Under GAAP, state taxes are included in the computation of deferred taxes and a deferred tax asset is recorded for the amount of gross deferred tax assets expected to be realized in future years, and a valuation allowance is established for deferred tax assets not realizable.

Statements of Cash Flows—Cash, cash equivalents, and short-term investments in the statements of cash flow represent cash balances and investments with maturities at acquisition of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents includes cash balances and investments with maturities at acquisition of three months or less.

- 10 -

A reconciliation of net gain (loss) and capital and surplus of the Company as determined in accordance with statutory accounting practices to amounts determined in accordance with GAAP is as follows:


	Net Gain (Loss)								Capital and Surplus
	Year Ended December 31								As of December 31
	2020				2019				2020				2019

Statutory-basis amounts		$	(11,706	)		$	12,912			$	81,222			$	103,177
Add (deduct) adjustments:
Premiums—net of reinsurance and loading			(8,961	)			(8,762	)			(815	)			(830	)
Policy fees and charges			8,575				8,746				-				-
Investment adjustments to fair value			17,867				46,472				72,728				56,828
Amortization of VOBA			(3,074	)			(2,114	)			24,482				27,556
Commissions-net			1,517				-				-
Policyholder benefits			14,000				8,352				-				-
Surrenders and withdrawals			21,611				25,804				-				-
Interest credited to policyholders			(27,081	)			(25,177	)			1,431				11
Reserves—net of ModCo receivable			8,041				(12,936	)			71,755				49,188
Realized gains			3,876				3,118				-				-
Deferred taxes			(4,041	)			(7,601	)			(40,497	)			(32,770	)
IMR/AVR			(1,805	)			(1,759	)			25,282				17,328
Reinsurance in unauthorized companies			-				-				2,220				2,086
Non admitted assets			-				-				14,633				10,981
Prepaid reinsurance			33				(15	)			856				889
Other			-				1				22				22


GAAP-basis amounts		$	18,852			$	47,041			$	253,319			$	234,466

Other significant accounting practices are as follows:

Investments—Bonds, common stocks, preferred stocks, and short-term investments are stated at values prescribed by the NAIC, as follows:

●

Bonds not backed by other loans are stated at amortized cost using the interest (constant yield) method. Bonds that are in or near default are stated at fair value. For other-than-temporary impairments, the cost basis of the bond is written down to fair value as a new cost basis and the amount of the write down is accounted for as a realized loss.

●

Common stocks are valued at fair value.

●

Mortgage-backed/asset-backed securities are valued at amortized cost using the interest (constant yield) method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities.

●

Redeemable preferred stocks that have characteristics of debt securities and are rated as high quality or better are reported at cost or amortized cost. All other redeemable preferred stocks are reported at the lower of cost, amortized cost, or fair value. There are no restrictions on common or preferred stock.

●

Short-term investments include investments with remaining maturities of one year or less at the time of acquisition and are principally stated at amortized cost.

●

Cash equivalents are short-term highly liquid investments with original maturities of three months or less and are principally stated at amortized cost.

- 11 -

Mortgage Loans on real estate are stated at their aggregate unpaid balances, excluding accrued interest.

The Company has minority ownership investments in limited partnerships, which are classified as other invested assets on the balance sheets—statutory-basis. The Company values these interests based on its proportionate share of the underlying audited GAAP equity of the investee or, if audited GAAP basis financial statements are not available for the investee, may be recorded based on the underlying audited U.S tax basis equity, in accordance with Statements of Statutory Accounting Principles (SSAP) No. 48—Joint Ventures, Partnerships and Limited Liability Companies.

The investment is recorded at cost, plus subsequent capital contributions, and adjusted for the Company’s share of the investee’s audited GAAP basis earnings or losses and other equity adjustments, less distributions received. Distributions are recognized in net investment income to the extent they are not in excess of the undistributed accumulated earnings attributed to the investee. Distributions in excess of the undistributed accumulated earnings reduce the Company’s basis in the investment.

Policy loans are reported at unpaid principal balances. Interest income on such loans is recorded as earned using the contractually agreed upon interest rates.

Realized capital gains and losses are determined using the first in first out (FIFO) method.

Changes in admitted asset carrying amounts are credited or charged directly to unassigned surplus, net of taxes.

Premiums and Related Costs—Life and accident and health premiums are recognized as revenue when due. Premiums for annuity policies with mortality and morbidity risk, except for guaranteed interest and group annuity contracts, also are recognized as revenue when due. Premiums received for annuity policies without mortality or morbidity risk and for guaranteed interest and group annuity contracts are recorded using deposit accounting. Commissions and other costs applicable to the acquisition of policies are charged to operations as incurred.

Benefits—Life, annuity and accident and health disability benefit reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that are intended to provide, in the aggregate, reserves that are greater than or equal to the minimum amounts required by the Department. Where the Company employs mean reserving, the Company waives the deduction of deferred fractional premiums on the death of life and annuity policy insureds. The Company returns any unearned premium beyond the date of death. Surrender values on policies do not exceed the corresponding benefit reserves.

The liability for future policy benefits provides amounts adequate to discharge estimated future obligations on policies in force. Reserves for life policies are computed principally by the Net Level Reserve Method and the Commissioners’ Reserve Valuation Method using interest rates (2.25% to 6.00%) and mortality assumptions (Commissioners’ Standard Ordinary mortality tables, 1941, 1958, 1980 and 2001) as prescribed by regulatory authorities.

The Company typically uses interpolated terminal reserves to adjust the calculated terminal reserve to the appropriate reserve. Interpolated terminal reserves are determined by interpolating between the appropriate terminal reserves and adding the fractional portion of the valuation net premium from the valuation date to the policyholder’s next premium due date. The Company may also use mean reserving if the valuation has not been transferred from the acquired company’s valuation.

- 12 -

The Company charges extra premiums for substandard lives, either as a table rating or as a flat extra premium. For substandard table ratings, both premiums and valuation mortality rates are multiplied by a fixed percentage that ranges from 125% to 500% of standard mortality rates. For flat extra premiums, reserves are increased by the unearned portion of the annual flat extra premium received.

The Company establishes additional reserves when the results of the annual asset adequacy analysis indicate the need for such reserves. The Company maintained net asset adequacy reserves of $58,000 and $40,000 at December 31, 2020 and 2019, respectively. The change in this reserve, included in the statements of operations—statutory-basis, was an increase of $18,000 and a decrease of $3,000 for 2020 and 2019, respectively, which was recorded in Change in life, annuity and accident & health reserves.

As of December 31, 2020 and 2019, reserves of $6,449 and $7,786, respectively, were recorded on inforce amounts of $875,208 and $967,647, respectively, for which gross premiums are less than the net premiums according to the standard of valuation required by the Department. The Company anticipates investment income as a factor in the premium deficiency calculation.

Tabular interest has been determined by formula as described in the Annual Statement Instructions, adjusted to reflect fractional years of interest for material reinsurance transactions. The liabilities related to guaranteed investment contracts and policyholder funds left on deposit with the Company generally are equal to fund balance less applicable surrender charges.

Claim Reserves—Policy and contract claims are amounts due on claims, which were incurred as of December 31, but have not yet been paid. The accrual has two components: 1) claims in process of settlement as of December 31 and 2) claims not yet reported but estimable based on historical trend review of the claims reported after December 31 relating to claims incurred as of December 31.

Claims in the contestable period are reported at their full face value.

Federal Income Taxes—Federal income taxes are charged or credited to operations based on amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income tax assets and liabilities are recognized based on the temporary differences between financial statement carrying amounts and income tax bases of assets and liabilities using enacted tax rates and laws, subject to certain limitations and are recorded in surplus.

Reinsurance—Reinsurance premiums and benefits paid or provided are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.

Accounting Changes— During 2020, the NAIC adopted updates to various SSAPs including, but not limited to, SSAP No. 51R, Life Contracts, SSAP No. 52, Deposit-Type Contracts, and SSAP No. 61R, Life, Deposits and Accident and Health Reinsurance. This updated guidance requires additional disclosure of guaranteed separate account products to withdrawal, mortality risk on life contracts, and reinsurance contracts with risk-limiting features. The Company has provided all disclosures required by the relevant SSAPs.

The Company strengthened the valuation basis for its payout annuities and supplementary contracts to the current standard (3.25%, 2012 Individual Annuity Reserving (IAR)) in acknowledgment of the ongoing pressure on existing reserve levels caused by historically low interest rates. This change increased statutory reserves by $5,902 at December 31, 2020. The impact of this change in valuation was recorded in the statements of changes in capital and surplus.

- 13 -

2. PRESCRIBED AND PERMITTED STATUTORY ACCOUNTING PRACTICES

The Department recognizes only statutory accounting practices prescribed or permitted by the State of New York for determining and reporting the financial condition and results of operations of an insurance company, and for determining its solvency under the New York Insurance Law. The NAIC Accounting Practices and Procedures Manual (NAIC SAP) has been adopted as a component of prescribed or permitted practices by the State of New York. In addition, the Department has the right to require (prescribed practices) or permit (permitted practices) other specific accounting treatments that differ from NAIC SAP. The Company has employed no such permitted practices in the preparation of these statutory-basis financial statements.

The State of New York may adopt certain prescribed practices that differ from those found in NAIC SAP. The Department’s Insurance Regulation 172 requires the Company to record a write-in asset of $856 and $889 related to the gross premiums for reinsurance paid beyond the paid-to date of the underlying policy at December 31, 2020 and 2019, respectively. These amounts would be refunded to the Company by the reinsurer in the event of policy termination.

A reconciliation of the Company’s net income and capital and surplus between NAIC SAP and practices prescribed and permitted by the State of New York is shown below:


	2020				2019

Net gain (loss), State of New York basis		$	(11,706	)		$	12,912
State prescribed practices (income) — Prepaid reinsurance — NYSID allowed under Circ Letter 11			33				(15	)



Net gain (loss), NAIC SAP		$	(11,673	)		$	12,897


Statutory capital and surplus, State of New York basis		$	81,222			$	103,177
State prescribed practices (surplus) — Prepaid reinsurance — NYSID allowed under Circ Letter 11			(856	)			(889	)



Statutory capital and surplus, NAIC SAP		$	80,366			$	102,288

- 14 -

3. INVESTMENTS

The carrying value, fair value and related unrealized gains and losses of the Company’s investments in bonds, preferred stocks and common stocks are summarized as:


	Carrying			Gross Unrealized							Fair
At December 31, 2020	Value			Gains			Losses				Value

U.S. government and agencies		$	25,508		$	5,327		$	-			$	30,835
State and political subdivisions			45,130			12,865			-				57,995
Foreign sovereign			1,000			148			-				1,148
Corporate securities			287,099			38,927			(1,491	)			324,535
Residential mortgage-backed securities			38,816			4,600			(56	)			43,360
Commercial mortgage-backed securities			54,892			6,992			(132	)			61,752
Asset backed securities			92,381			6,915			(2,239	)			97,057
Collateralized debt obligations			138,061			909			(9,222	)			129,748


Total bonds			682,887			76,683			(13,140	)			746,430

Preferred stocks			38,792			3,029			(109	)			41,712
Common stocks			595			-			-				595


Total		$	722,274		$	79,712		$	(13,249	)		$	788,737


	Carrying			Gross Unrealized							Fair
At December 31, 2019	Value			Gains			Losses				Value

U.S. government and agencies		$	33,164		$	3,417		$	(175	)		$	36,406
State and political subdivisions			52,344			10,432			-				62,776
Foreign sovereign			3,192			89			-				3,281
Corporate securities			289,540			27,972			(1,091	)			316,421
Residential mortgage-backed securities			58,868			3,907			(87	)			62,688
Commercial mortgage-backed securities			66,192			5,212			(151	)			71,253
Asset backed securities			104,232			6,073			(443	)			109,862
Collateralized debt obligations			126,594			1,068			(3,321	)			124,341


Total bonds			734,126			58,170			(5,268	)			787,028

Preferred stocks			34,657			1,824			(26	)			36,455


Total		$	768,783		$	59,994		$	(5,294	)		$	823,483

At December 31, 2020 and 2019, bonds with an admitted asset value of $8,944 and $8,922, respectively, were on deposit with state insurance departments to satisfy regulatory requirements.

- 15 -

The following table shows gross unrealized losses and fair values of bonds and preferred stocks, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.


	Less Than 12 Months							12 Months or More							Total
				Gross							Gross							Gross
	Fair			Unrealized				Fair			Unrealized				Fair			Unrealized
At December 31, 2020	Value			Losses				Value			Losses				Value			Losses

Corporate securities			15,475			(747	)			6,610			(744	)			22,085			(1,491	)
Residential mortgage-backed securities			389			(56	)			-			-				389			(56	)
Commercial mortgage-backed securities			2,950			(53	)			125			(79	)			3,075			(132	)
Asset backed securities			29,143			(1,693	)			1,899			(546	)			31,042			(2,239	)
Collateralized debt obligations			36,811			(1,693	)			63,144			(7,529	)			99,955			(9,222	)


Total bonds			84,768			(4,242	)			71,778			(8,898	)			156,546			(13,140	)

Preferred stocks			3,271			(103	)			169			(6	)			3,440			(109	)


Total		$	88,039		$	(4,345	)		$	71,947		$	(8,904	)		$	159,986		$	(13,249	)


	Less Than 12 Months							12 Months or More							Total
				Gross							Gross							Gross
	Fair			Unrealized				Fair			Unrealized				Fair			Unrealized
At December 31, 2019	Value			Losses				Value			Losses				Value			Losses

U.S. government and agencies		$	398		$	(2	)		$	1,826		$	(173	)		$	2,224		$	(175	)
Corporate securities			9,979			(158	)			17,645			(933	)			27,624			(1,091	)
Residential mortgage-backed securities			8,265			(40	)			2			(47	)			8,267			(87	)
Commercial mortgage-backed securities			3,503			(100	)			158			(51	)			3,661			(151	)
Asset backed securities			13,397			(128	)			3,056			(315	)			16,453			(443	)
Collateralized debt obligations			44,290			(1,371	)			40,728			(1,950	)			85,018			(3,321	)


Total bonds			79,832			(1,799	)			63,415			(3,469	)			143,247			(5,268	)

Preferred stocks			3,538			(26	)			-			-				3,538			(26	)


Total		$	83,370		$	(1,825	)		$	63,415		$	(3,469	)		$	146,785		$	(5,294	)

Management regularly reviews (at least quarterly) the value of the Company’s investments. If the value of any investment falls below its cost basis, the decline is analyzed to determine whether it is an other-than-temporary decline in value. To make this determination for each security, the following is considered:

●

The length of time and extent to which the fair value has been below its cost;

●

The financial condition and near-term prospects of the issuer of the security, including any specific events that may affect its operations or earnings potential;

●

Management’s intent and ability to hold the security long enough for it to recover its value;

- 16 -

●

Valuation guidelines expressed in the applicable Statements of Statutory Accounting Principles;

●

Any downgrades of the security by a rating agency; and

●

Any reduction or elimination of dividends, or nonpayment of scheduled interest payments.

Based on that analysis, management makes a judgment as to whether the loss is other-than-temporary. If the loss is other-than-temporary, an impairment charge is recorded within net realized capital gains (losses) in the statements of operations—statutory-basis in the period the determination is made.

The Company recognized $622 and $0 of other-than-temporary impairments for the years ended December 31, 2020 and 2019, respectively.

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2020, by contractual maturity, is as follows:


	Carrying			Fair
	Value			Value

Years to maturity:
0–1 year		$	3,710		$	3,717
1–5 years			55,547			59,918
5–10 years			57,382			66,327
10–20 years			73,895			91,002
over 20 years			168,203			193,549
Residential Mortgage-Backed Securities			38,816			43,360
Commercial Mortgage-Backed Securities			54,892			61,752
Asset-backed securities			92,381			97,057
Collateralized debt obligations			138,061			129,748


Total		$	682,887		$	746,430

The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Mortgage Loans on Real Estate—The Company’s Commercial Mortgage Loan (CML) portfolio is collateralized by a variety of commercial real estate property types located across the United States. The geographic distribution of the CML portfolio as of December 31, 2020, is shown below. No other state represented more than 5% of the portfolio.


Percentage of Loan Portfolio Carrying Value	% of Total

Texas		63.2	%
South Carolina		18.9	%
North Carolina		17.9	%

- 17 -

The types of properties collateralizing the CMLs as of December 31, 2020, are as follows:


Percentage of Loan Portfolio Carrying Value	% of Total

Industrial		49.8	%
Retail		18.9
Multi-family		17.9
Lodging		13.4


Total		100.0	%

The maximum percentage of any one loan to the value of security at December 31, 2020, exclusive of insured, guaranteed, or purchase money mortgages, was 62.5%.

The contractual maturities of the CML portfolio as of December 31, 2020, are as follows:


	Carrying
	Value		Percent

2021	$	-	-	%
2022		-	-
2023		-	-
2024		-	-
2025		-	-
Thereafter		15,363	100.0


Total	$	15,363	100.0	%

One new commercial mortgage loan was originated in 2020 with an average interest rate for the period of 3.78%. Fire insurance is required on all properties covered by mortgage loans at least equal to the excess of the loan over maximum loan which would be permitted by law on the land without the buildings. The Company’s recorded investment in mortgage loans totaled $15,363 and $12,988 as of December 31, 2020 and 2019, respectively, and consisted entirely of loans classified as “mortgage loans on real estate”. No interest rates were reduced on outstanding mortgage loans during 2020 and 2019. During 2020 and 2019, the Company incurred no impairments on mortgage loans.

The Company’s CML portfolio has been classified based on NAIC commercial mortgage loan ratings which are calculated based on loan-to-value and debt service coverage. The rating system classifies loans into the following categories: CM1, CM2, CM3, CM4, CM5, CM6 and CM7 with those rated CM1 having the highest ratings. Commercial mortgage loans rated CM1 though CM5 are performing.

- 18 -

Commercial mortgage loans rated CM6 and CM7 are not performing. Classification of the Company’s mortgage loan portfolio as of December 31, 2020 is shown in the table below:


	Carrying
	Value

CM1—Very good		$	4,965
CM2—Good			-
CM3—Acceptable			10,398
CM4—Potential weakness			-
CM5—Severe weakness			-
CM6—90+ days delinquent			-
CM7—In process of foreclosure			-


Total mortgage loans on real estate		$	15,363

Separately from the above designations, at least annually, the Company’s management evaluates various metrics of each loan, including, but not limited to, payment history, loan to value, debt service coverage, vacancy, and location. The portfolio is also reviewed for other-than-temporary impairments quarterly.

At December 31, 2020, the Company’s mortgage loan balances are classified as current.

Net Investment Income—Major categories of the Company’s net investment income are summarized as follows:


	Year Ended December 31
	2020			2019

Income:
Bonds		$	34,742		$	39,793
Preferred stocks			2,214			2,287
Commercial mortgage loans			517			84
Policy loans			1,021			1,075
Other invested assets			6,168			2,038
Short-term investments and cash			90			447


Total investment income			44,752			45,724


Expenses:
Investment expenses			2,217			2,134
Interest on funds held under reinsurance treaties			318			155


Total investment expenses			2,535			2,289


Net investment income		$	42,217		$	43,435

- 19 -

Proceeds and Realized Gains and Losses—The proceeds from sales, maturities, and transfers of investments in bonds, common stocks, preferred stocks, and mortgage loans, and the related capital gains and losses are as follows:


Proceeds	2020				2019

Bonds:

Proceeds from sales		$	141,333			$	166,956

Proceeds from dispositions other than sales			17,094				22,758


Total proceeds		$	158,427			$	189,714


Stocks:

Proceeds from sales		$	13,882			$	11,452

Proceeds from dispositions other than sales			2,346				5,947


Total proceeds		$	16,228			$	17,399


Mortgage loans on real estate:

Proceeds from sales		$	-			$	-

Proceeds from dispositions other than sales			525				25


Total proceeds		$	525			$	25


Realized gains and losses

Bonds:

Gross realized capital gains on sales		$	5,382			$	4,072

Gross realized capital losses on sales			(1,209	)			(1,008	)


Net realized capital gains (losses) on sales			4,173				3,064

Impairments on bonds			(599	)			-


Total bonds			3,574				3,064


Preferred stocks—Gross realized capital gains (losses) on sales			670				176


Other invested assets:

Gross realized capital gains (losses) on sales			4				94

Impairments on other invested assets			(23	)			-


Total other invested assets			(19	)			94


Realized capital gains (losses) before federal income taxes and transfer to IMR			4,225				3,334

Amount transferred to IMR			(3,809	)			(2,655	)

Federal income tax expense			(1,262	)			(947	)


Net realized capital gains (losses)		$	(846	)		$	(268	)

- 20 -

Credit Risk Concentration—The Company had investments in two corporate entities that exceeded 10% of capital and surplus at December 31, 2020.

FAIR VALUES

The following methods and assumptions were used by the Company in estimating the fair value of financial instruments in the statutory-basis financial statements and notes thereto:

Cash, Cash Equivalents, and Short-Term Investments—The carrying amounts reported in the balance sheets—statutory-basis for these financial instruments approximate their fair values.

Investment Securities—Fair values for investment securities are based on market prices, or in the absence of published unit prices, or when amortized cost is used as the unit price, quoted market prices by other third-party organizations, where available. In some cases, such as private placements and certain mortgage-backed and asset backed securities, fair values are based on discounted expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments.

Mortgage Loans on Real Estate—Fair values were determined by discounting expected cash flows based on interest rates currently being offered for similar loans to borrowers with similar credit ratings. Loans with similar characteristics were aggregated in the calculations.

Other Invested Assets—Other invested assets are comprised of private equity interests and limited partnerships. The carrying amounts represent the Company’s share of the entity’s underlying equity and approximate their fair values. Limited partnership interests are determined by the net asset values of the Company’s ownership interest as provided in the financial statements of the investees.

Policy Loans—Policy loans typically carry an interest rate that is tied to the crediting rate applied to the related policy, and contract reserves, which approximates fair value.

Annuities-Deferred and Without Life Contingencies—Fair values for the Company’s annuities-deferred and without life contingencies are estimated using discounted cash flow calculations using interest rates equal to the risk-free rate plus a credit spread based on the Company’s credit rating.

The fair values of the Company’s liabilities for insurance contracts other than annuities-deferred and without life contingencies are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk, such that the Company’s exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts. These fair value estimates are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Although fair value estimates are calculated using assumptions that management believes are appropriate, changes in assumptions could cause these estimates to vary materially. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in some cases, could not be realized in the immediate settlement of the instruments. Certain financial liabilities (including noninvestment-type insurance contracts) and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of the Company’s liability.

- 21 -

The following table presents the carrying values and fair values of the Company’s financial instruments:


	December 31
	2020						2019
	Carrying			Fair			Carrying			Fair
Assets/Liabilities	Value			Value			Value			Value

Financial assets:
Bonds		$	682,887		$	746,430		$	734,126		$	787,028
Preferred stocks			38,792			41,712			34,657			36,455
Common stocks			595			595			-			-
Cash, cash equivalents and short term investments			15,886			15,886			13,790			13,790
Commercial mortgage loans			15,363			16,012			12,988			13,156
Policy loans			11,676			11,676			12,261			12,261
Other invested assets*			21,916			27,534			19,854			21,813
Separate account assets			964			964			749			749

Financial liabilities:
Annuities–deferred and without life contingencies		$	521,900		$	735,855		$	527,237		$	646,124
Separate account liabilities			964			964			749			749

* Excludes limited partnership investments of $59,421 and $27,386 accounted for under the equity method

The Company determines the fair value of its financial instruments based on the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The valuation methodologies used to determine the fair values of assets and liabilities reflect market-participant assumptions and prioritize observable market inputs over unobservable inputs. The Company determines the fair values of certain financial assets and financial liabilities based on quoted market prices, where available. The Company also determines certain fair values based on future cash flows discounted at the appropriate current market rate. Fair values reflect adjustments for counterparty credit quality, the Company’s credit standing, liquidity and, where appropriate, risk margins.

The Company has categorized its financial assets and liabilities based on the priority of the inputs to the valuation technique, into a three-level hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Fair value of financial assets and liabilities are categorized as follows:

Level 1—Unadjusted quoted prices for identical assets or liabilities in an active market. The types of financial investments included in Level 1 are listed equities, money market funds, U.S. Treasury Securities and non-interest-bearing cash.

- 22 -

Level 2—Pricing inputs other than quoted prices in active markets which are either directly or indirectly observable as of the reporting date, and fair value determined through the use of models or other valuation methods. Such inputs may include benchmarking prices for similar assets in active, liquid markets, quoted prices in markets that are not active and observable yields and spreads in the market. Level 2 valuations may be obtained from independent sources for identical or comparable assets or through the use of valuation methodologies using observable market-corroborated inputs. Prices from third party pricing services are validated through analytical reviews. Financial instruments in this category include publicly traded issues such as U.S. and foreign corporate securities, and residential and commercial mortgage backed securities, among others.

Level 3—Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. Market standard techniques for determining the estimated fair value of certain securities that trade infrequently may rely on inputs that are not observable in the market or cannot be derived from or corroborated by market observable data. Prices are determined using valuation methodologies such as discounted cash flow models and other techniques. Management believes these inputs are consistent with what other market participants would use when pricing similar assets.

The Company has a limited number of assets and liabilities that are measured and reported at fair value in the balance sheets—statutory-basis.

The Company owns a limited number of corporate bonds, preferred stocks and hybrid securities that are in or near default and as such are rated 6 by the NAIC. These securities are required to be reported at the lower of fair value or amortized cost. The fair values of these publicly-traded securities are based on quoted market prices from widely used pricing sources such as ICE Data Services\IDC (Interactive Data Corp) or Refinitiv (formerly known as Reuters\EJV), and also may be obtained from independent third-party dealers. These securities fall within Level 2 of the fair value hierarchy.

- 23 -

The carrying value and fair value of the Company’s financial instruments as of December 31, 2020 and 2019 were as follows:


	Carrying			Fair
December 31, 2020	Value			Value			Level 1			Level 2			Level 3

U.S. government and agencies		$	25,508		$	30,835		$	10,370		$	20,465		$	-
State and political subdivisions			45,130			57,995			-			52,180			5,815
Foreign sovereign			1,000			1,148			-			1,148			-
Corporate securities			287,099			324,535			-			294,225			30,310
Residential mortgage-backed securities			38,816			43,360			-			43,360			-
Commercial mortgage-backed securities			54,892			61,752			-			61,752			-
Asset backed securities			92,381			97,057			-			73,232			23,825
Collateralized debt obligations			138,061			129,748			-			118,982			10,766


Total bonds			682,887			746,430			10,370			665,344			70,716

Preferred stocks			38,792			41,712			-			41,712			-
Common stock			595			595			-			-			595
Cash, cash equivalents, and short-term investments			15,886			15,886			15,886			-			-
Other invested assets*			21,916			27,534			-			16,342			11,192
Commercial mortgage loans			15,363			16,012			-			-			16,012
Policy loans			11,676			11,676			-			-			11,676
Separate accounts			964			964			-			964			-


Total financial assets		$	788,079		$	860,809		$	26,256		$	724,362		$	110,191


Financial liabilities—annuities-deferred and without life contingencies		$	521,900		$	735,855		$	-		$	-		$	735,855
Separate accounts			964			964			-			964			-


Total financial liabilities		$	522,864		$	736,819		$	-		$	964		$	735,855


* Excludes limited partnership investments of $59,421 accounted for under the equity method.

- 24 -


	Carrying			Fair
December 31, 2019	Value			Value			Level 1			Level 2			Level 3

U.S. government and agencies		$	33,164		$	36,406		$	10,076		$	26,330		$	-
State and political subdivisions			52,344			62,776			-			57,017			5,759
Foreign sovereign			3,192			3,281			-			3,281			-
Corporate securities			289,540			316,421			-			291,373			25,048
Residential mortgage-backed securities			58,868			62,688			-			62,688			-
Commercial mortgage-backed securities			66,192			71,253			-			71,253			-
Asset backed securities			104,232			109,862			-			87,831			22,031
Collateralized debt obligations			126,594			124,341			-			113,692			10,649


Total bonds			734,126			787,028			10,076			713,465			63,487

Preferred stocks			34,657			36,455			-			36,455			-
Cash, cash equivalents, and short-term investments			13,790			13,790			13,790			-			-
Other invested assets*			19,854			21,813			-			4,070			17,743
Commercial mortgage loans			12,988			13,156			-			-			13,156
Policy loans			12,261			12,261			-			-			12,261
Separate accounts			749			749			-			749			-


Total financial assets		$	828,425		$	885,252		$	23,866		$	754,739		$	106,647


Financial liabilities—annuities-deferred and without life contingencies		$	527,237		$	646,124		$	-		$	-		$	646,124
Separate accounts			749			749			-			749			-


Total financial liabilities		$	527,986		$	646,873		$	-		$	749		$	646,124


* Excludes limited partnership investments of $27,386 accounted for under the equity method.

We obtain our Level 3 fair value measurements from independent, third-party pricing sources. We do not develop the significant inputs used to measure the fair value of these assets, and the information regarding the significant inputs is not readily available to us. Independent broker-quoted fair values are nonbinding quotes developed by market makers or broker-dealers obtained from third-party sources recognized as market participants. The fair value of a broker-quoted asset is based solely on the receipt of an updated quote from a single market maker or a broker-dealer recognized as a market participant as we do not adjust broker quotes when used as the fair value measurement for an asset or liability.

REINSURANCE

Certain premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. Reinsurance assumed is not significant. The ceded reinsurance agreements provide the Company with increased capacity to write larger risks and maintain its exposure to loss within its capital resources.

The Company has various reinsurance agreements with non-affiliated third parties that enable it to limit the amount of exposure to any single insured. The per life exposure retained by the Company ranges up to $1,500.

- 25 -

The effect of reinsurance on life and accident and health premiums written and earned for the years ended December 31, 2020 and 2019, are as follows:


	Written and Earned
	2020				2019

Direct premiums		$	44,629			$	45,132
Assumed premiums			958				919
Ceded premiums:
Affiliates			(14,780	)			(15,428	)
Non-affiliates			(20,229	)			(19,648	)


Net premiums		$	10,578			$	10,975

The Company’s ceded reinsurance arrangements reduced certain other items in the statutory-basis financial statements by the following amounts:


	2020			2019

Benefits paid or provided:
Affiliates		$	50,924		$	42,832
Nonaffiliates			28,995			18,576


Total benefits paid or provided		$	79,919		$	61,408


Policy and contract liabilities:
Affiliates		$	7,210		$	13,777
Nonaffiliates			6,447			3,782


Total policy and contract liabilities		$	13,657		$	17,559

The inforce as of December 31, 2020 and 2019 is reduced by reinsurance arrangements ceded as follows:


	2020			2019

Inforce:
Affiliates		$	2,401,757		$	2,588,605
Nonaffiliates			4,259,001			4,672,084


Total inforce		$	6,660,758		$	7,260,689

Reinsurance treaties do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. Consequently, allowances would be established for amounts deemed uncollectible. At December 31, 2020 and 2019, no allowances were deemed necessary. The Company regularly evaluates the financial condition of its reinsurers. The Company does not have any reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement.

- 26 -

FEDERAL INCOME TAXES

WRAC, along with its life insurance subsidiaries, files a consolidated federal income tax return. Companies included in the consolidated return are as follows:

●

Wilton Reassurance Company

●

Wilton Reassurance Life Company of New York

●

Texas Life Insurance Company

●

Wilcac Life Insurance Company

●

Redding Reassurance Company 3, LLC

The method of allocation among the companies is subject to a written agreement approved by the Board of Directors. Allocation is based upon the separate return calculations with credit for net losses granted when utilized on a separate company basis or in consolidation.

Inter-company tax balances may be settled quarterly as the Company makes payments to, or receives payments from, WRAC for the amount the Company would have paid to, or received from, the Internal Revenue Service (IRS) had it not been a member of the consolidated tax group. The separate company provisions and payments are computed using the tax elections made by WRAC.

Pursuant to NY Circular Letter No. 1979-33 (December 20, 1979), in order to help assure the Company’s enforceable right to recoup federal income taxes in the event of future net losses, the Department has required that an escrow account consisting of assets eligible as an investment for the Company be established and maintained by its parent in an amount equal to the excess of the amount paid by the domestic insurer to the parent for federal income taxes over the actual payment made by the parent to the IRS. Escrow assets may be released to WRAC from the escrow account at such time as the permissible period for loss carrybacks has elapsed. The Company and WRAC established the required escrow agreement effective October 1, 2007. The escrow balance was $330 and $330 at December 31, 2020 and 2019, respectively.

- 27 -

The components of the net deferred tax assets (liabilities) at December 31 are as follows:


	2020									2019
	Ordinary			Capital			Total			Ordinary			Capital			Total

Gross deferred tax assets		$	23,168		$	3,378		$	26,546		$	18,333		$	3,361		$	21,694
Statutory valuation allowance			-			-			-			-			-			-


Adjusted gross deferred tax assets			23,168			3,378			26,546			18,333			3,361			21,694

Deferred tax assets nonadmitted			10,068			3,378			13,446			6,746			3,361			10,107


Subtotal net admitted deferred tax assets			13,100			-			13,100			11,587			-			11,587

Deferred tax liabilities			7,734			-			7,734			6,568			-			6,568


Net deferred tax assets (liabilities)		$	5,366		$	-		$	5,366		$	5,019		$	-		$	5,019


	Change During 2020
	Ordinary			Capital			Total

Gross deferred tax assets		$	4,835		$	17		$	4,852
Statutory valuation allowance			-			-			-


Adjusted gross deferred tax assets			4,835			17			4,852

Deferred tax assets nonadmitted			3,322			17			3,339


Subtotal net admitted deferred tax assets			1,513			-			1,513

Deferred tax liabilities			1,166			-			1,166


Net deferred tax assets (liabilities)		$	347		$	-		$	347

- 28 -

The amount of adjusted gross deferred tax assets admitted under SSAP No. 101 is as follows:


	2020									2019
	Ordinary			Capital			Total			Ordinary			Capital			Total

(a) Federal income taxes paid in prior years recoverable through loss carrybacks		$	-		$	-		$	-		$	-		$	-		$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from			-			-			-			-			-			-
(a) above) after application of the threshold limitation			5,366			-			5,366			5,019			-			5,019
i. Adjusted gross deferred tax assets expected to be realized following balance sheet date			5,366			-			5,366			5,019			-			5,019
ii. Adjusted gross tax assets allowed per limitation threshold			-			-			11,378			-			-			14,724
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from (a) and (b) above) offset by gross deferred tax liabilities			7,734			-			7,734			6,568			-			6,568


Deferred tax assets admitted as the result of application of SSAP 101 (Total (a)+(b)+(c))		$	13,100		$	-		$	13,100		$	11,587		$	-		$	11,587


	Change During 2020
	Ordinary			Capital			Total

a. Federal income taxes paid in prior years recoverable through loss carrybacks		$	-		$	-		$	-

b. Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from
(a) above) after application of the threshold limitation			347			-			347
i. Adjusted gross deferred tax assets expected to be realized following balance sheet date			-			-			-
ii. Adjusted gross tax assets allowed per limitation threshold			XXX			XXX			3,346
c. Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from (a) and (b) above) offset by gross deferred tax liabilities			1,166			-			1,166


d. Deferred tax assets admitted as the result of application of SSAP 101 (Total (a)+(b)+(c))		$	1,513		$	-		$	1,513

- 29 -

Other admissibility criteria are as follows:


Description		2020			2019

Ratio percentage used to determine recovery period and threshold limitation amount		492.0	%		760.8	%


Amount of adjusted capital and surplus used to determine recovery period and threshold limitation in 2(b) above	$	75,856		$	98,158

The Company’s tax planning strategies do not include the use of reinsurance.

The Company does not currently employ tax planning strategies to recognize the admission of deferred tax assets.

There are no temporary differences for which a deferred tax liability has not been established.

Current income taxes incurred consist of the following:


	2020				2019

Current income tax (benefit) expense		$	(551	)		$	3,388
Return to provision true-up			(95	)			174


Current income tax (benefit) expense incurred from operations			(646	)			3,562

Current income tax (benefit) expense on realized gains and losses			1,262				947


Total current income tax (benefit) expense		$	616			$	4,509

- 30 -

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are as follows:


	2020			2019			Change				Character

Deferred tax assets:
Insurance reserves		$	14,130		$	10,388		$	3,742			Ordinary
Deferred acquisition costs			6,361			5,350			1,011			Ordinary
Unamortized purchase costs			39			92			(53	)		Ordinary
Deferred capital losses			3,378			3,361			17			Capital
Other			2,638			2,503			135			Ordinary


Total deferred tax assets			26,546			21,694			4,852

Non-admitted deferred tax assets			13,446			10,107			3,339


Admitted deferred tax assets			13,100			11,587			1,513


Deferred tax liabilities:
Premium receivable			579			408			171			Ordinary
Nonaccrual of market discount			7,155			6,160			995			Ordinary


Total deferred tax liabilities			7,734			6,568			1,166


Net admitted deferred tax asset		$	5,366		$	5,019		$	347

The change in net deferred income taxes including the tax effect of unrealized gains consists of the following:


	2020			2019			Change

Total deferred tax assets		$	26,546		$	21,694		$	4,852
Total deferred tax liabilities			7,734			6,568			1,166


Net deferred tax asset		$	18,812		$	15,126			3,686


Tax effect on unrealized gains									357


Change in net deferred income tax								$	4,043

- 31 -

The total statutory income tax is different from that which would be obtained by applying the statutory Federal income tax rate of 21% to income before income taxes. Significant items causing these differences are as follows:


	Year Ended December 31
	2020				2019

Provisions computed at statutory rate		$	(2,329	)		$	3,658
IMR			421				188
Return to provision adjustment			24				11
Reserve valuation			(1,240	)			-
Other			(303	)			(345	)


Total		$	(3,427	)		$	3,512


Federal income tax incurred		$	616			$	4,509
Change in net deferred income taxes			(4,043	)			(997	)

At December 31, 2020, the Company has no operating or capital loss carryforwards.

On March 27, 2020, H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into legislation which includes tax provisions relevant to businesses that during 2020 will impact taxes related to 2017, 2018 and 2019. Some of the significant changes are allowing the five-year carryback of net operating losses generated in 2018-2020 and the suspension of the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020.

The aggregate amount of deposits reported as admitted assets under Section 6603 of the IRS Code was $0 as of December 31, 2020 and 2019.

The 2017–2020 tax years are open and subject to examination by the IRS.

CAPITAL AND SURPLUS

Life/health insurance companies are subject to certain Risk-Based Capital (RBC) requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life/health insurance company is to be determined based on the various risk factors related to it. At December 31, 2020 and 2019, the Company exceeded the RBC requirements.

WRNY is subject to statutory regulations of the State of New York. Under these regulations, the maximum amount of dividends which can be paid by a company to shareholders in any twelve month period without prior approval of the New York Department of Financial Services is restricted to the greater of 10% of surplus to policyholders as of the immediately preceding calendar year or net income less realized gains of the preceding year, which may be further limited. WRNY can pay dividends of $7,173 in 2021 without prior regulatory approval.

The Company paid dividends to its stockholder of $0 and $10,005 in 2020 and 2019, respectively.

- 32 -

RELATED-PARTY TRANSACTIONS

Through the Services Agreement, Wilton Re Services provides certain accounting, actuarial and administrative services to the Company. Expenses incurred relating to this agreement amounted to $1,600 and $1,095 for the years ended December 31, 2020 and 2019, respectively.

The Company reported amounts payable to its affiliate, Wilton Re Services, of $539 and $404 at December 31, 2020 and 2019, respectively.

Under the Services Agreement, the Company incurs charges related to employee compensation which includes a Long-Term Incentive Program (LTIP). A vesting period of three years applies after which final unit values are determined based on actual performance. The Company has been allocated a share of the expense with the LTIP payable carried as a component of accounts payable and general expenses due and accrued. Once the vesting period is complete and the LTIP awards are paid, the Company’s LTIP payable will be settled with Wilton Re Services. At December 31, 2020 and 2019, included within accounts payable and general expenses due and accrued in the balance sheets—statutory-basis, is the Company’s payable of $10,958 and $10,791, respectively, resulting in incurred expenses of $6,296 and $5,050 for the years ended 2020 and 2019, respectively. On April 17, 2020, the Company settled $6,129 with Wilton Re Services related to vested LTIP awards.

COMMITMENTS AND CONTINGENCIES

Funding of Investments—The Company’s commitments to limited partnerships as of December 31, 2020, are presented in the following table:

The Company anticipates that the majority of its current limited partnership commitments will be invested over the next five years; however, these commitments could become due any time at the request of the counterparties.

Legal Proceedings—In the normal course of business, the Company is occasionally involved in litigation, principally from claims made under insurance policies and contracts. The ultimate disposition of such litigation is not expected to have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

- 33 -

10. RESERVES

The Company’s annuity reserves and deposit fund liabilities that are subject to discretionary withdrawal with adjustment, subject to discretionary withdrawal without adjustment, and not subject to discretionary withdrawal provisions at December 31, 2020 and 2019, are summarized as follows:


	2020						2019
A. Individual Annuities	Amount			Percent			Amount			Percent

Subject to discretionary withdrawal:
With fair value adjustment		$	4,392		0.8	%		$	4,292		0.8	%
At book value less current surrender charge of 5% or more			-		0.0				-		0.0
At fair value			242		0.0				194		0.0


Total with adjustment or at market value			4,634		0.8				4,486		0.8

At book value without adjustment
(minimum or no charge or adjustment)			507,370		95.0				512,606		95.9
Not subject to discretionary withdrawal			22,157		4.2				17,417		3.3


Total annuity reserves and deposit fund liabilities—before reinsurance			534,161		100.0	%			534,509		100.0	%


Less reinsurance ceded			2,532						2,625


Net annuity reserves and deposit fund liabilities		$	531,629					$	531,884


	2020						2019
B. Group Annuities	Amount			Percent			Amount			Percent

Subject to discretionary withdrawal:
With fair value adjustment		$	-		0.0	%		$	-		0.0	%
At book value less current surrender charge of 5% or more			-		0.0				-		0.0
At fair value			-		0.0				-		0.0


Total with adjustment or at market value			-		0.0				-		0.0

At book value without adjustment
(minimum or no charge or adjustment)			450		100.0				471		100.0
Not subject to discretionary withdrawal			-		0.0				-		0.0


Total annuity reserves and deposit fund liabilities—before reinsurance			450		100.0	%			471		100.0	%


Less reinsurance ceded			-						-


Net annuity reserves and deposit fund liabilities		$	450					$	471

- 34 -


	2020					2019
C. Deposit—Type Contracts (No Life Contingencies)	Amount		Percent			Amount		Percent

Subject to discretionary withdrawal:
With fair value adjustment	$	-		0.0	%	$	-		0.0	%
At book value less current surrender charge of 5% or more		-		0.0			-		0.0
At fair value		-		0.0			-		0.0


Total with adjustment or at market value		-		0.0			-		0.0

At book value without adjustment (minimum or no charge or adjustment)		-		0.0			-		0.0
Not subject to discretionary withdrawal		11,685		100.0			11,327		100.0


Total annuity reserves and deposit fund liabilities—before reinsurance		11,685		100.0	%		11,327		100.0	%


Less reinsurance ceded		1,140					1,256


Net annuity reserves and deposit fund liabilities	$	10,545				$	10,071

Of the total net annuity reserves and deposit fund liabilities of $542,624 and $542,426 at December 31, 2020 and 2019, respectively, $542,383 and $542,232 is included in the general account and $242 and $194 is included in the separate account, respectively.

The Company’s life reserves that are subject to discretionary withdrawal, surrender values, or policy loans and not subject to discretionary withdrawal or no cash value provisions at December 31, 2020 and 2019, are summarized as follows:


	2020									2019

A. General Account	Account Value			Cash Value			Reserve			Account Value			Cash Value			Reserve

(1) Subject to discretionary withdrawal, surrender value, or policy loans:
a. Term Policies with Cash Value		$	-		$	20,462		$	36,397		$	-		$	21,380		$	37,720
b. Universal Life			293,555			291,244			300,779			304,084			300,958			312,700
c. Universal Life with Secondary Guarantees			40,016			37,376			46,326			40,194			36,484			46,131
d. Indexed Universal Life			-			-			-			-			-			-
e. Indexed Universal Life with Secondary Guarantees			-			-			-			-			-			-
f. Indexed Life			-			-			-			-			-			-
g. Other Permanent Cash Value Life Insurance			-			7,650			9,954			-			7,898			10,463
h. Variable Life			-			-			-			-			-			-
i. Variable Universal Life			-			-			-			-			-			-
j. Miscellaneous Reserves			-			-			-			-			-			-
(2) Not subject to discretionary withdrawal or no cash values:
a. Term policies without Cash Value			XXX			XXX			52,653			XXX			XXX			72,536
b. Accidental Death Benefits			XXX			XXX			40			XXX			XXX			39
c. Disability—Active Lives			XXX			XXX			2,548			XXX			XXX			2,943
d. Disability—Disabled Lives			XXX			XXX			6,392			XXX			XXX			6,208
e. Miscellaneous Reserves			XXX			XXX			164,898			XXX			XXX			153,284


(3) Total (gross: direct + assumed)			333,571			356,732			619,987			344,278			366,719			642,023

(4) Reinsurance ceded			240,064			245,822			431,773			247,591			254,251			465,765


(5) Total (net) (3) - (4)		$	93,507		$	110,910		$	188,214		$	96,687		$	112,468		$	176,258

- 35 -


	2020						2019

B. Separate Account Guaranteed	Account Value		Cash Value		Reserve		Account Value		Cash Value		Reserve

(1) Subject to discretionary withdrawal, surrender value, or policy loans:
a. Term Policies with Cash Value	$	-	$	-	$	-	$	-	$	-	$	-
b. Universal Life		-		-		-		-		-		-
c. Universal Life with Secondary Guarantees		-		-		-		-		-		-
d. Indexed Universal Life		-		-		-		-		-		-
e. Indexed Universal Life with Secondary Guarantees		-		-		-		-		-		-
f. Indexed Life		-		-		-		-		-		-
g. Other Permanent Cash Value Life Insurance		-		-		-		-		-		-
h. Variable Life		-		-		-		-		-		-
i. Variable Universal Life		-		-		-		-		-		-
j. Miscellaneous Reserves		-		-		-		-		-		-
(2) Not subject to discretionary withdrawal or no cash values:
a. Term policies without Cash Value		XXX		XXX		-		XXX		XXX		-
b. Accidental Death Benefits		XXX		XXX		-		XXX		XXX		-
c. Disability—Active Lives		XXX		XXX		-		XXX		XXX		-
d. Disability—Disabled Lives		XXX		XXX		-		XXX		XXX		-
e. Miscellaneous Reserves		XXX		XXX		-		XXX		XXX		-


(3) Total (gross: direct + assumed)		-		-		-		-		-		-

(4) Reinsurance ceded		-		-		-		-		-		-

(5) Total (net) (3) - (4)	$	-	$	-	$	-	$	-	$	-	$	-

	2020						2019

C. Separate Account Nonguaranteed	Account Value		Cash Value		Reserve		Account Value		Cash Value		Reserve

(1) Subject to discretionary withdrawal, surrender value, or policy loans:
a. Term Policies with Cash Value	$	-	$	-	$	-	$	-	$	-	$	-
b. Universal Life		-		-		-		-		-		-
c. Universal Life with Secondary Guarantees		-		-		-		-		-		-
d. Indexed Universal Life		-		-		-		-		-		-
e. Indexed Universal Life with Secondary Guarantees		-		-		-		-		-		-
f. Indexed Life		-		-		-		-		-		-
g. Other Permanent Cash Value Life Insurance		-		-		-		-		-		-
h. Variable Life		-		-		-		-		-		-
i. Variable Universal Life		607		607		607		490		490		490
j. Miscellaneous Reserves		-		-		-		-		-		-
(2) Not subject to discretionary withdrawal or no cash values:
a. Term policies without Cash Value		XXX		XXX		-		XXX		XXX		-
b. Accidental Death Benefits		XXX		XXX		-		XXX		XXX		-
c. Disability—Active Lives		XXX		XXX		-		XXX		XXX		-
d. Disability—Disabled Lives		XXX		XXX		-		XXX		XXX		-
e. Miscellaneous Reserves		XXX		XXX		-		XXX		XXX		-


(3) Total (gross: direct + assumed)		607		607		607		490		490		490

(4) Reinsurance ceded		-		-		-		-		-		-


(5) Total (net) (3) - (4)	$	607	$	607	$	607	$	490	$	490	$	490

- 36 -

11. PREMIUM AND ANNUITY CONSIDERATIONS DEFERRED AND UNCOLLECTED

Deferred and uncollected life insurance premiums and annuity considerations at December 31 are as follows:


	2020						2019
				Net of						Net of
	Gross			Loading			Gross			Loading

Ordinary renewal		$	1,493		$	1,493		$	1,569		$	1,569

12. SUBSEQUENT EVENTS

There have been no events occurring subsequent to the close of the books or accounts that would have a material effect on the financial condition of the Company. Subsequent events have been considered through April 12, 2021, the date the statutory-basis financial statements were available to be issued.

* * * * * *

- 37 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

BALANCE SHEETS—STATUTORY-BASIS

AS OF DECEMBER 31, 2019 AND 2018

(Amounts in thousands of US Dollars, except share amounts)


	2019			2018

ADMITTED ASSETS

Cash and Invested Assets:
Bonds	$	734,126		$	756,902
Preferred stocks		34,657			33,913
Mortgage loans on real estate		12,988			-
Cash, cash equivalents, and short-term investments		13,790			36,482
Policy loans		12,261			12,830
Other invested assets		47,240			18,448


Total cash and invested assets		855,062			858,575

Accrued investment income		6,033			5,941
Deferred and uncollected life premiums—net of loading of $0 and $0 at December 31, 2019 and 2018, respectively		1,569			1,592
Reinsurance recoverable		1,864			2,231
Net deferred tax asset		5,019			3,968
Other assets		1,601			2,424
Separate account assets		749			619


Total admitted assets	$	871,897		$	875,350


LIABILITIES AND CAPITAL AND SURPLUS

Liabilities:
Policy and contract liabilities:
Life, annuity and accident & health reserves	$	708,439		$	724,073
Policy and contract claims		7,950			6,975
Policyholders’ funds		10,072			10,909


Total policy and contract liabilities		726,461			741,957

Other amounts payable on reinsurance		260			342
Interest maintenance reserve		8,587			7,690
Commissions and expense allowances on reinsurance assumed		(104	)		(125	)
Accounts payable and general expenses due and accrued		11,559			6,547
Current federal income taxes		1,462			1,236
Amounts withheld or retained by company as agent or trustee		609			593
Remittances not allocated		(29	)		1,016
Asset valuation reserve		8,742			7,105
Reinsurance in unauthorized and certified companies		2,086			2,907
Funds held under reinsurance treaties		3,141			3,181
Payable to parent and affiliates		404			339
Payable for securities		3,463			-
Other liabilities		1,330			1,895
Separate account liabilities		749			619


Total liabilities		768,720			775,302


Captial and Surplus:
Common stock, $4.55 par value—authorized, 1,100,000 shares; issued and outstanding, 550,000 shares		2,503			2,503
Paid-in surplus		71,546			71,546
Unassigned surplus		29,128			25,999


Total capital and surplus		103,177			100,048


Total liabilites and capital and surplus	$	871,897		$	875,350


See accompanying notes to financial statements—statutory-basis.

- 38 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF OPERATIONS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Amounts in thousands of US Dollars)


	2019			2018

PREMIUMS AND OTHER REVENUES:
Life and annuity premiums	$	10,975		$	12,182
Consideration for supplementary contracts with life contingencies		409			1,024
Net investment income		43,435			41,541
Amortization of interest maintenance reserve		1,759			1,762
Commissions and expense allowances on reinsurance ceded		1,218			273
Other revenues—net		(555	)		(339	)


Total premiums and other revenues		57,241			56,443


BENEFITS PAID OR PROVIDED:
Death benefits		9,181			10,525
Annuity benefits		7,734			9,645
Surrender benefits and withdrawals		26,219			27,279
Payments on supplementary contracts with life contingencies		1,322			1,326
Interest and adjustments on contract or deposit-type contract funds		(104	)		(1,422	)
Increase in life, annuity and accident & health reserves		(15,634	)		(11,151	)
Other benefits		602			126


Total benefits paid or provided		29,320			36,328


INSURANCE EXPENSES AND OTHER:
Commissions and expense allowances		628			(265	)
General insurance expenses		9,226			6,298
Insurance taxes, licenses, and fees		1,717			1,229
Net transfer to or (from) separate accounts		(71	)		14
Other		(321	)		(5	)


Total insurance expenses and other		11,179			7,271


GAIN (LOSS) FROM OPERATIONS BEFORE FEDERAL INCOME TAXES AND NET REALIZED CAPITAL LOSSES		16,742			12,844

FEDERAL INCOME TAXES		3,562			3,916


GAIN (LOSS) FROM OPERATIONS BEFORE NET REALIZED CAPITAL LOSSES		13,180			8,928

NET REALIZED CAPITAL LOSSES		(268	)		(225	)


NET GAIN (LOSS)	$	12,912		$	8,703


See accompanying notes to financial statements—statutory-basis.

- 39 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(amounts in thousands of US Dollars)


					Unassigned			Total
	Common		Paid-In		Surplus			Capital and
	Stock		Surplus		(Deficit)			Surplus

BALANCES—DECEMBER 31, 2017		2,503	$	71,546	$	11,469		$	85,518

Net gain		-		-		8,703			8,703

Change in unrealized capital gains, less capital gains tax of $(48)		-		-		(179	)		(179	)

Change in net deferred income tax		-		-		1,910			1,910

Change in nonadmitted assets		-		-		(35	)		(35	)

Change in liability for reinsurance in unauthorized and certified companies		-		-		13,624			13,624

Change in asset valuation reserve		-		-		(959	)		(959	)

Dividend to stockholder		-		-		(8,535	)		(8,535	)


BALANCES—DECEMBER 31, 2018		2,503		71,546		25,999			100,048

Net gain		-		-		12,912			12,912

Change in unrealized capital gains, less capital gains tax of $137		-		-		517			517

Change in net deferred income tax		-		-		997			997

Change in nonadmitted assets		-		-		(475	)		(475	)

Change in liability for reinsurance in unauthorized and certified companies		-		-		820			820

Change in asset valuation reserve		-		-		(1,637	)		(1,637	)

Dividend to stockholder		-		-		(10,005	)		(10,005	)


BALANCES—DECEMBER 31, 2019		2,503	$	71,546	$	29,128		$	103,177


See accompanying notes to financial statements—statutory-basis.

- 40 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

STATEMENTS OF CASH FLOW—STATUTORY-BASIS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(amounts in thousands of US Dollars)


	2019			2018

OPERATIONS:
Premiums collected net of reinsurance	$	11,408		$	12,996
Net investment income received		41,660			39,685
Miscellaneous income		1,642			14,268
Benefits and losses paid		(45,303	)		(50,341	)
Net transfers from separate accounts		71			(14	)
Commissions and expenses paid		(5,848	)		(4,175	)
Federal income taxes received (paid)		(4,282	)		(7,284	)


Net cash provided by (used in) operations		(652	)		5,135


INVESTMENT ACTIVITIES:
Proceeds from sales, maturities, or repayments of investments:
Bonds		189,714			305,628
Stocks		17,399			6,108
Mortgage loans on real estate		25			-
Other invested assets		2,946			475
Miscellaneous proceeds		3,703			-


Total investment proceeds		213,787			312,211


Cost of investments acquired:
Bonds		162,035			266,214
Stocks		17,926			28,796
Mortgage loans on real estate		13,013			-
Other invested assets		30,919			9,488


Total cost of investments acquired		223,893			304,498


Change in policy loans		(531	)		(861	)


Net cash provided by (used in) investment activities		(9,575	)		8,574


FINANCING AND MISCELLANEOUS ACTIVITIES:
Other provided (applied):
Net inflow (withdrawal) on deposit type contracts		(837	)		(177	)
Dividends to stockholder		10,005			8,535
Other cash provided (applied)		(1,623	)		(3,327	)


Net cash provided by (used in) financing and miscellaneous activities		(12,465	)		(12,039	)


NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		(22,692	)		1,670

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
Beginning of year		36,482			34,812


End of year	$	13,790		$	36,482

- 41 -

WILTON REASSURANCE LIFE COMPANY OF NEW YORK

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Amounts in thousands of US Dollars)

1.	NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the New York State Department of Financial Services (the Department), which practices differ from accounting principles generally accepted in the United States of America (GAAP).

- 42 -

Important accounting practices prescribed by the Department and the more significant variances from GAAP are:

Investments—Investments in bonds, common stocks and preferred stocks are reported at amortized cost or fair value based on their National Association of Insurance Commissioners (NAIC) rating; for GAAP, such fixed maturity investments are designated at purchase as trading and reported at fair value, with unrealized holding gains and losses reported in operations. Fair value for statutory purposes, as with GAAP, is based on quoted market prices while the fair value of private placements and credit tenant loans is obtained from independent third party dealers.

For statutory purposes, all securities that represent beneficial interests in securitized assets (e.g., CMO, CBO, CDO, CLO, MBS and ABS securities), are adjusted using the retrospective method when there is a change in estimated future cash flows. For loan-backed or structured securities if it is determined that an other-than-temporary credit impairment has occurred, the amortized cost basis of the security is written down to the present value of estimated future cash flows discounted using the original effective interest rate inherent in the security. For all other investments in bonds and stocks, the retrospective method is used. If it is determined that a decline in fair value is other than temporary or the Company has the intent to sell, the cost basis of the security is written down to fair value. For GAAP, no other-than-temporary impairments are recognized as all securities are recorded at fair value through operations.

Valuation Reserves—Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains and losses on sales of fixed income investments, principally bonds, attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to expected maturity of the individual security sold. That net deferral is recorded by the Company as the interest maintenance reserve (IMR) in the accompanying balance sheets—statutory basis. Realized capital gains and losses are reported in income net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statements of operations—statutory basis on a pretax basis in the period that the assets giving rise to the gains or losses are sold.

- 43 -

Nonadmitted Assets—Certain assets designated as “nonadmitted,” principally past-due agents’ balances, deferred taxes, and other assets not specifically identified as an admitted asset within the NAIC Accounting Practices and Procedures Manual, are excluded from the accompanying balance sheets—statutory basis and are charged directly to unassigned surplus. Under GAAP, such assets are included in the balance sheets—statutory basis to the extent these assets are not impaired.

Universal Life and Annuity Policies—Revenues for universal life and annuity policies with mortality risk consist of the entire premium received and benefits incurred, and represent the total of death benefits paid and the change in policy reserves. Premiums received for annuity policies without mortality risk are recorded using deposit accounting, and credited directly to an appropriate policy reserve account, without recognizing premium income. Under GAAP, premiums received in excess of policy charges would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets, as would be required under GAAP.

Deferred Income Taxes—The recoverability of deferred tax assets is evaluated and when considered necessary, a statutory valuation allowance is established to reduce the deferred tax asset to an amount which is more likely than not to be realized. Adjusted gross deferred tax assets are admitted in an amount equal to the sum of: (a) federal income taxes paid in prior years that can be recovered through loss carry-backs for existing temporary differences not to exceed three years from the balance sheet date; (b) the lesser of: (i) the remaining gross deferred tax assets expected to be realized in a timeframe consistent with NAIC standards; or (ii) a percentage of surplus consistent with NAIC standards, excluding any net deferred tax assets, electronic data processing (EDP) equipment and operating software; and (c) the amount of remaining gross deferred tax assets that can be offset against existing gross deferred tax liabilities. The remaining deferred tax assets are non-admitted.

Statements of Cash Flow—Cash, cash equivalents, and short-term investments in the statements of cash flow represent cash balances and investments with maturities at acquisition of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents includes cash balances and investments with maturities at acquisition of three months or less.

- 44 -

A reconciliation of net gain (loss) and capital and surplus of the Company as determined in accordance with statutory accounting practices to amounts determined in accordance with GAAP is as follows:


	Net Gain (Loss)						Capital and Surplus
	Year Ended December 31						As of December 31
	2019			2018			2019			2018

Statutory-basis amounts	$	12,912		$	8,703		$	103,177		$	100,048
Add (deduct) adjustments:
Premiums—net of reinsurance and loading		(8,762	)		(9,860	)		(830	)		(945	)
Policy fees and charges		8,746			9,036			-			-
Investment adjustments to fair value		46,472			(41,080	)		56,828			10,773
Amortization of VOBA		(2,114	)		1,692			27,556			29,670
Policyholder benefits		8,352			10,657			-			-
Surrenders and withdrawals		25,804			26,695			-			-
Interest credited to policyholders		(25,177	)		(27,057	)		11			(3	)
Reserves—net of ModCo receivable		(12,936	)		(9,444	)		49,188			53,100
Realized gains		3,118			(266	)		-			-
Deferred taxes		(7,601	)		10,140			(32,770	)		(24,310	)
IMR/AVR		(1,759	)		(1,762	)		17,328			14,795
Reinsurance in unauthorized companies		-			-			2,086			2,907
Non admitted assets		-			-			10,981			10,506
Prepaid reinsurance		(15	)		54			889			874
Other		1			1			22			15


GAAP-basis amounts	$	47,041		$	(22,491	)	$	234,466		$	197,430

Other significant accounting practices are as follows:

Investments—Bonds, preferred stocks, and short-term investments are stated at values prescribed by the NAIC, as follows:

●

Bonds not backed by other loans are stated at amortized cost using the interest (constant yield) method. For other-than-temporary impairments, the cost basis of the bond is written down to fair value as a new cost basis and the amount of the write down is accounted for as a realized loss.

●

Single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest (constant yield) method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities.

●

Short-term investments include investments with remaining maturities of one year or less at the time of acquisition and are principally stated at amortized cost.

●

Cash equivalents are short-term highly liquid investments with original maturities of three months or less and are principally stated at amortized cost.

Mortgage Loans on real estate are stated at their aggregate unpaid balances, excluding accrued interest.

- 45 -

The Company has minority ownership investments in limited partnerships, which are classified as other invested assets on the balance sheets - statutory-basis. The Company values these interests based on its proportionate share of the underlying audited GAAP equity of the investee or, if audited GAAP basis financial statements are not available for the investee, may be recorded based on the underlying audited U.S tax basis equity, in accordance with SSAP No. 48—Joint Ventures, Partnerships and Limited Liability Companies.

Policy loans are reported at unpaid principal balances. Interest income on such loans is recorded as earned using the contractually agreed upon interest rates.

Realized capital gains and losses are determined using the first in first out (FIFO) method.

Changes in admitted asset carrying amounts are credited or charged directly to unassigned surplus, net of taxes.

- 46 -

The Company charges extra premiums for substandard lives, either as a table rating or as a flat extra premium. For substandard table ratings, both premiums and valuation mortality rates are multiplied by a fixed percentage that ranges from 125% to 500% of standard mortality rates. For flat extra ratings, reserves are increased by the unearned portion of the annual flat extra premium received.

The Company establishes additional reserves when the results of the annual asset adequacy analysis indicate the need for such reserves. The Company maintained net asset adequacy reserves of $40,000 and $43,000 at December 31, 2019 and 2018, respectively. The change in this reserve, included in the statements of operations – statutory-basis, was a decrease of $3,000 and an increase of $1,000 for 2019 and 2018, respectively, which was recorded in Increase in life, annuity and accident & health reserves.

As of December 31, 2019 and 2018, reserves of $7,786 and $9,447, respectively, were recorded on inforce amounts of $967,647 and $1,091,981, respectively, for which gross premiums are less than the net premiums according to the standard of valuation required by the Department. The Company anticipates investment income as a factor in the premium deficiency calculation.

Claims in the contestable period are reported at their full face value.

Accounting Changes— In November 2018, the NAIC adopted updates to SSAP No. 51R, Life Contracts, SSAP No. 52, Deposit type Contracts, and SSAP No. 61R, Life, Deposits and Accident and Health Reinsurance, which adds life liquidity disclosures and expands the variable annuity liquidity disclosures. The Company has provided all required disclosures.

2.	PRESCRIBED AND PERMITTED STATUTORY ACCOUNTING PRACTICES

- 47 -

been adopted as a component of prescribed or permitted practices by the State of New York. In addition, the Department has the right to require (prescribed practices) or permit (permitted practices) other specific accounting treatments that differ from NAIC SAP. The Company has employed no such permitted practices in the preparation of these statutory-basis financial statements.

The state of New York may adopt certain prescribed practices that differ from those found in NAIC SAP. New York regulation 172 requires the Company to record a write-in asset of $889 and $874 related to the gross premiums for reinsurance paid beyond the paid-to date of the underlying policy at December 31, 2019 and 2018, respectively. These amounts would be refunded to the Company by the reinsurer in the event of policy termination.

A reconciliation of the Company’s net income and capital and surplus between NAIC SAP and practices prescribed and permitted by the State of New York is shown below:


	2019			2018

Net gain (loss), State of New York basis	$	12,912		$	8,703
State prescribed practices (income)— Prepaid reinsurance—NYSID allowed under Circ Letter 11		(15	)		54


Net gain (loss), NAIC SAP	$	12,897		$	8,757


Statutory capital and surplus, State of New York basis	$	103,177		$	100,048
State prescribed practices (surplus)— Prepaid reinsurance—NYSID allowed under Circ Letter 11		(889	)		(874	)


Statutory capital and surplus, NAIC SAP	$	102,288		$	99,174

3.	INVESTMENTS

The carrying value, fair value and related unrealized gains and losses of the Company’s investments in bonds, preferred and common stocks are summarized as:


	Carrying Value		Gross Unrealized					Fair Value
At December 31, 2019	Carrying Value		Gains		Losses			Fair Value

U.S. government and agencies	$	33,164	$	3,417	$	(175	)	$	36,406
State and political subdivisions		52,344		10,432		-			62,776
Foreign sovereign		3,192		89		-			3,281
Corporate securities		289,540		27,972		(1,091	)		316,421
Residential mortgage-backed securities		58,868		3,907		(87	)		62,688
Commercial mortgage-backed securities		66,192		5,212		(151	)		71,253
Asset backed securities		104,232		6,073		(443	)		109,862
Collateralized debt obligations		126,594		1,068		(3,321	)		124,341


Total bonds		734,126		58,170		(5,268	)		787,028

Preferred stocks		34,657		1,824		(26	)		36,455


Total	$	768,783	$	59,994	$	(5,294	)	$	823,483

- 48 -


	Carrying Value		Gross Unrealized					Fair Value
At December 31, 2018	Carrying Value		Gains		Losses			Fair Value

U.S. government and agencies	$	41,732	$	1,767	$	(584	)	$	42,915
State and political subdivisions		57,828		6,328		(343	)		63,813
Foreign sovereign		3,143		26		(216	)		2,953
Corporate securities		302,394		10,615		(10,374	)		302,635
Residential mortgage-backed securities		69,013		2,363		(1,187	)		70,189
Commercial mortgage-backed securities		82,374		2,039		(1,495	)		82,918
Asset backed securities		119,117		3,708		(1,053	)		121,772
Collateralized debt obligations		81,301		849		(2,775	)		79,375


Total bonds		756,902		27,695		(18,027	)		766,570

Preferred stocks		33,913		173		(1,391	)		32,695


Total	$	790,815	$	27,868	$	(19,418	)	$	799,265

At December 31, 2019 and 2018, bonds with an admitted asset value of $8,922 and $10,060, respectively, were on deposit with state insurance departments to satisfy regulatory requirements.


	Less Than 12 Months							12 Months or More							Total
At December 31, 2019	Fair Value			Gross Unrealized Losses				Fair Value			Gross Unrealized Losses				Fair Value			Gross Unrealized Losses

U.S. government and agencies		$	398		$	(2	)		$	1,826		$	(173	)		$	2,224		$	(175	)
Corporate securities			9,979			(158	)			17,645			(933	)			27,624			(1,091	)
Residential mortgage-backed securities			8,265			(40	)			2			(47	)			8,267			(87	)
Commercial mortgage-backed securities			3,503			(100	)			158			(51	)			3,661			(151	)
Asset backed securities			13,397			(128	)			3,056			(315	)			16,453			(443	)
Collateralized debt obligations			44,290			(1,371	)			40,728			(1,950	)			85,018			(3,321	)


Total bonds			79,832			(1,799	)			63,415			(3,469	)			143,247			(5,268	)

Preferred stocks			3,538			(26	)			-			-				3,538			(26	)


Total		$	83,370		$	(1,825	)		$	63,415		$	(3,469	)		$	146,785		$	(5,294	)

- 49 -


	Less Than 12 Months							12 Months or More							Total
At December 31, 2018	Fair Value			Gross Unrealized Losses				Fair Value			Gross Unrealized Losses				Fair Value			Gross Unrealized Losses

U.S. government and agencies		$	2,658		$	(51	)		$	13,759		$	(533	)		$	16,417		$	(584	)
State and political subdivisions			4,644			(291	)			447			(52	)			5,091			(343	)
Foreign sovereign			-							1,927			(216	)			1,927			(216	)
Corporate securities			167,563			(8,223	)			18,462			(2,151	)			186,025			(10,374	)
Residential mortgage-backed securities			11,938			(480	)			17,788			(707	)			29,726			(1,187	)
Commercial mortgage-backed securities			31,625			(646	)			14,947			(849	)			46,572			(1,495	)
Asset backed securities			38,935			(655	)			15,496			(398	)			54,431			(1,053	)
Collateralized debt obligations			58,267			(2,696	)			3,510			(79	)			61,777			(2,775	)


Total bonds			315,630			(13,042	)			86,336			(4,985	)			401,966			(18,027	)

Preferred stocks			23,104			(1,391	)			-			-				23,104			(1,391	)


Total		$	338,734		$	(14,433	)		$	86,336		$	(4,985	)		$	425,070		$	(19,418	)

–

The length of time and extent to which the fair value has been below its cost;

–

The financial condition and near-term prospects of the issuer of the security, including any specific events that may affect its operations or earnings potential;

–

Management’s intent and ability to hold the security long enough for it to recover its value;

–

Valuation guidelines expressed in the applicable Statements of Statutory Accounting Principles;

–

Any downgrades of the security by a rating agency; and

–

Any reduction or elimination of dividends, or nonpayment of scheduled interest payments.

Based on that analysis, management makes a judgment as to whether the loss is other-than-temporary. If the loss is other-than-temporary, an impairment charge is recorded within net realized capital gains (losses) in the statements of operations – statutory-basis in the period the determination is made.

The Company recognized $0 and $38 of other-than-temporary impairments for the years ended December 31, 2019 and 2018, respectively.

- 50 -

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2019, by contractual maturity, is as follows:


	Carrying Value		Fair Value

Years to maturity:
0–1 year	$	5,616	$	5,722
1–5 years		47,895		50,186
5–10 years		67,039		72,384
10–20 years		89,965		103,898
over 20 years		167,725		186,694
Asset-backed securities		104,232		109,862
Mortgage-backed securities		125,060		133,941
Collateralized debt obligations		126,594		124,341


Total	$	734,126	$	787,028

Mortgage Loans on Real Estate—The Company’s Commercial Mortgage Loan (CML) portfolio is collateralized by a variety of commercial real estate property types located across the United States. The geographic distribution of the CML portfolio as of December 31, 2019, is shown below. No other state represented more than 5% of the portfolio.


Percentage of Loan Portfolio Book Adjusted Carry Value (BACV)	% of Total

Texas		78.1	%
North Carolina		21.9

The types of properties collateralizing the CMLs as of December 31, 2019, are as follows:


Percentage of Loan Portfolio BACV	% of Total

Industrial		61.6	%
Multi-family		21.9
Lodging		16.5


Total		100.0	%

The maximum percentage of any one loan to the value of security at December 31, 2019, exclusive of insured, guaranteed, or purchase money mortgages, was 62.2%.

- 51 -

The contractual maturities of the CML portfolio as of December 31, 2019, are as follows:


	Carry Value		Percent

2019	$	0		0.0	%
2020		0		0.0	%
2021		0		0.0	%
2022		0		0.0	%
2023		0		0.0	%
Thereafter		12,988

Commitment

Unfunded

Limited partnerships