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FILE NO. 333-

United States

Securities and Exchange Commission

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TALCOTT RESOLUTION LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Connecticut

(State or other jurisdiction of incorporation or organization)

6311

(Primary Standard Industrial Identification Code Number)

06-0974148

(I.R.S. Employer Identification Number)

1 AMERICAN ROW, HARTFORD, CT 06103

(860) 791-0750

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

CHRISTOPHER M. GRINNELL

TALCOTT RESOLUTION LIFE INSURANCE COMPANY

1 AMERICAN ROW

HARTFORD, CT 06103

(860) 791-0750

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

from time to time after this registration statement becomes effective.

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.x

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. o

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CRC SELECT
GROUP MODIFIED GUARANTEED ANNUITY CONTRACT
TALCOTT RESOLUTION LIFE INSURANCE COMPANY
P O BOX 14293
LEXINGTON, KY 40512-4293

1-800-862-6668 (Owners)
1-800-862-7155 (Investment Professionals)
www.talcottresolution.com

This Contract is no longer available for sale.

This prospectus describes information you should know about CRC Select. Please read it carefully.

CRC Select is a contract between you and Talcott Resolution Life Insurance Company where you agreed to make one Purchase Payment to us and we agreed to pay you interest for a Guarantee Period you select and we agreed to make a series of Annuity Payouts at a later date. This annuity is a single premium, tax-deferred, modified guaranteed annuity offered to both individuals and groups. It is:

a Single premium, because you make a one-time Purchase Payment.

a Tax-deferred, which means you don't pay taxes until you take money out or until we start to make Annuity Payouts.

It is a "modified guaranteed" annuity because Talcott Resolution guarantees to pay you your Purchase Payment and the interest earned on that Purchase Payment unless you cancel during the right to examine period, fully or partially Surrender your Contract, transfer to a different Guarantee Period or request Annuity Payouts before the end of your Guarantee Period. Talcott Resolution Distribution Company ("TDC") serves as the principal underwriter of the Contract and entered into selling agreements with registered broker-dealers to sell the Contract. The offering of the Contract is intended to be continuous.

This prospectus is filed with the Securities and Exchange Commission ("SEC"). Neither the SEC nor any state securities commission has approved or disapproved these securities or determined if the information in this prospectus is truthful or complete. Anyone who represents otherwise may be guilty of a criminal offense.

This prospectus can also be obtained from the SEC's website: (www.sec.gov).

This annuity IS NOT:

t A bank deposit or obligation

t Federally insured

t Endorsed by any bank or governmental agency

See "Highlights and Risk Factors" on page 3.

Pursuant to IRS Circular 230, you are hereby notified of the following: The information contained in this document is not intended to (and cannot) be used by anyone to avoid IRS penalties. This document supports the promotion and marketing of insurance products. You should seek advice based on your particular circumstances from an independent tax advisor. This prospectus is not intended to provide tax, accounting or legal advice. Please consult with your tax accountant or attorney prior to finalizing or implementing any tax or legal strategy or for any tax, accounting or legal advice concerning your situation.


NOT INSURED BY FDIC OR ANY FEDERAL GOVERNMENT AGENCY			MAY LOSE VALUE			NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE

PROSPECTUS DATED: May 1, 2024

Table of Contents


Description			Page
Definitions			3
Highlights and Risk Factors			3
The Contract			5
Annuity Payouts			12
Miscellaneous Provisions			15
Experts			16
How Contracts are Sold			16
Legal Opinion			16
Cybersecurity and Disruptions to Business Operations			17
Status Pursuant to Securities Exchange Act of 1934			17
Federal Tax Considerations			17
Information About Talcott Resolution Life Insurance Company and Financial Statements			30
Appendix A — Market Value Adjustment			APP A - 1
Appendix B — Modified Guaranteed Annuity for Qualified Plans			APP B - 1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALES PERSON, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED ON.

Definitions

These terms are capitalized when used throughout this prospectus. Please refer to these defined terms if you have any questions as you read your prospectus.

Administrative Office: Our overnight mailing address is Talcott Resolution - Annuity Service Operations, 6716 Grade Lane, Building 9, Louisville, KY 40213. Our standard mailing address is Talcott Resolution - Annuity Service Operations, PO Box 14293, Lexington, KY 40512-4293.

Annuitant — The person on whose life this Contract is issued. The Annuitant may not be changed after your Contract has been issued.

Annuity Commencement Date — The date we start to make annuity payouts.

Code — The Internal Revenue Code of 1986, as amended.

Contingent Annuitant — The person you designate to become the Annuitant if the Annuitant dies prior to the Annuity Commencement Date.

Contract — The individual Annuity Contract and any endorsements or riders. Group participants and some individuals will receive a certificate rather than a Contract.

Contract Owner or you — The owner or holder of this Contract.

Contract Value — The sum of your Purchase Payment and all interest earned minus any Surrenders and any applicable Premium Taxes.

Contract Year — The twelve (12) months following the date you purchased your annuity and then each subsequent year.

Joint Annuitant — The person on whose life Annuity Payouts are based if the Annuitant dies after the Annuity Calculation Date. You may name a Joint Annuitant only if your Annuity Payout Option provides for a survivor. The Joint Annuitant may not be changed.

Market Value Adjustment (MVA) — An adjustment that either increases or decreases the amount we pay you under certain circumstances.

Power of Attorney — You may authorize another person to act on your behalf by submitting a Power of Attorney. Once we have your Power of Attorney on file, we will accept instructions from your designated third party until we receive written instructions from you terminating the Power of Attorney. You may not be able to make changes to your Contract if you have authorized someone else to act under a Power of Attorney.

Talcott Resolution, we, us or our — Talcott Resolution Life Insurance Company. Only Talcott Resolution is a capitalized term in the prospectus.

Highlights and Risk Factors

How do I purchase this Annuity?

This Contract is no longer available for sale.

What is a Guarantee Period?

A Guarantee Period is the length of time you select for which we guarantee to pay you interest. The interest rate we credit depends on the then available Guarantee Period you select. As used throughout this prospectus, an "available" Guarantee Period is a guarantee period of a duration that we offer for investment during the relevant time period. Unless specifically provided below, an available Guarantee Period may not be of the same duration offered in the Initial Guarantee Period or any Subsequent Guarantee Period. Certain Guarantee Periods may not be currently available to different classes of contract holders.

What happens at the end of each Guarantee Period?

•We will notify you of your options before the end of your Guarantee Period. These options currently include (not all options may be available to every Contract Owner):

•Fully Surrendering your Contract;

•Having your Contract Value rollover to a Subsequent Guarantee Period of the same length of time (unless such Subsequent Guarantee Period would extend beyond the Annuity Commencement Date)*;

•Transfer to Guarantee Periods we make available at that time (there may not be a Guarantee Period available that would end prior to the Annuity Commencement Date)*;

•Asking us to begin making Annuity Payouts; or

•Any other option that may become available.

Unless we receive written instructions from you selecting a different option, we will roll your Contract Value into a Subsequent Guarantee Period for the same length of time if there is a Subsequent Guarantee Period available that would not extend beyond the Annuity Commencement Date. Your Contract will receive the interest rate we have established for that new Subsequent Guarantee Period.

*If we do not receive written instructions from you as to which of the above available options you wish to exercise upon the expiration of a Guarantee Period and the only Guarantee Period which would otherwise be available to you extends past your Annuity Commencement Date, your Contract Value will not be invested into a new Subsequent Guarantee Period. Instead, at the end of your current Guarantee Period, your Contract Value will be held in a holding account. Contract Value in the holding account will earn interest at the rate of 3% per year. Contract Value will remain in the holding account until you elect to surrender your Contract or select an Annuity Option or your Contract is automatically annuitized when the Annuity Commencement Date is reached. When you surrender your Contract, or select an Annuity Option, or are defaulted to an Annuity Option upon reaching your Annuity Commencement Date, no surrender charge or MVA will be assessed.

We reserve the right to add, delete, modify or otherwise restrict the availability of Guarantee Periods to any or all classes of contract holders.

Can I take out any of my money?

You may Surrender all or part of your Contract Value or transfer to a different Guarantee Period at any time before we start making Annuity Payouts. You may not Surrender any of your Contract Value after we begin making Annuity Payouts.

You may have to pay a Surrender Charge.

We may charge you a Surrender Charge when you partially or fully Surrender your annuity. The percentage of the Surrender Charge assessed will depend on the length of time that has lapsed from the beginning of the Guarantee Period in effect at the time you request your Surrender to the date we receive your request for Surrender. You may take out all or some of the interest we have credited to your Contract Value in the 12 months prior to your request without a Surrender Charge.

You may have an MVA.

If you request a Surrender, cancel during the right to examine period, transfer to a new Guarantee Period, or begin to take Annuity Payouts before the end of your Guarantee Period, the amount you receive will be modified to include an MVA. An MVA, which is described later, may decrease or increase the amount you receive, depending on whether interest rates have risen or fallen since the beginning of your Guarantee Period. You may take out all or some of the interest we have credited to your Contract Value in the 12 months prior to your request without an MVA.

You may have to pay income tax on any money you take out and, if you Surrender before you are age 59½, you may have to pay an income tax penalty.

Will Talcott Resolution pay a Death Benefit?

There is a Death Benefit if the Contract Owner, joint Contract Owner or Annuitant die before we begin to make Annuity Payouts. This Death Benefit is equal to the Contract Value on the date we receive a certified death certificate or other proof of death acceptable to us.

Depending on the Annuity Payout Option you select, we may pay a Death Benefit after we begin to make Annuity Payouts.

What Annuity Payout Options are available?

You may choose one of the following Annuity Payout Options: Life Annuity, Life Annuity with a Cash Refund, Life Annuity with Payments for a Period Certain, Joint and Last Survivor Life Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain, and Payments for a Period Certain. We may make other Annuity Payout Options available at any time.

You must begin to take Annuity Payouts by end of the Guarantee Period immediately following the Annuitant's 90th birthday or the end of the 10th Contract Year, whichever is later, unless you elect a later date to begin receiving payments subject to the laws and regulations then in effect and our approval.

If the end of your Guarantee Period occurs after the Annuity Commencement Date, we begin Annuity Payouts on the Annuity Commencement Date, unless you change that date to coincide with the end of the Guarantee Period. If we begin to make Annuity Payouts before the end of your Guarantee Period, an MVA will be made to your Contract Value.

If you do not tell us what Annuity Payout Option you want before the Annuity Commencement Date, we will make payments under the Life Annuity with a 10-year Period Certain Annuity Payout Option.

Surrender Offers

In 2014 and early 2015 we made an Increased Surrender Value Offer ("Offer") to certain Contract Owners. This Offer provided you the option to fully surrender your Contract in return for an increased surrender value. This Offer is no longer available. We may make additional offers in the future that may be similar to the Offer or may be different than the Offer. We will notify you in writing if additional offers are available.

Risk Factors

Your Contract has risks associated with it. Surrenders may be subject to a surrender charge and/or MVA. A full or partial surrender made preceding the end of a Guarantee Period will be subject to an MVA. Additionally, in deciding whether to invest in the Contracts you should carefully consider certain operational and financial risk factors, any of which could have a material adverse effect on our business, financial condition, results of operation, or liquidity of the Company. More information about these risks can be found in the Cybersecurity and Disruptions to Business Operations Section of the prospectus, and in the “Risk Factors” section in "Information About Talcott Resolution Life Insurance Company and Financial Statements."

The Contract

What types of Contracts are available?

The Contract is an individual tax-deferred modified guaranteed annuity contract. It is designed for retirement planning purposes and was available for purchase by any individual, group, or trust, including IRAs adopted according to Section 408 of the Code.

We no longer accept any incoming 403(b) exchanges or applications for 403(b) individual annuity contracts.

The examples above represent Qualified Contracts, as defined by the Code. In addition, individuals and trusts were able to purchase Contracts that were not part of a tax qualified retirement plan. These are known as Non-Qualified Contracts.

If you purchased the Contract for use in an IRA or qualified retirement plan, please consider other features of the Contract besides tax deferral, since any investment vehicle used within an IRA or qualified plan receives tax deferred treatment under the Code.

This Contract was not available in Puerto Rico, Maryland, Oregon, or Washington.

How was the Contract Purchased?

You may not make additional Purchase Payments to this Contract.

Neither you nor your Annuitant must have had your 86th birthday on the date that your Contract was issued. You must have been of legal age in the state where the Contract was purchased or a guardian must have acted on your behalf.

How is the Purchase Payment applied to my Contract?

Your Purchase Payment became part of a non-unitized, non-insulated separate account established by us. You have no priority claim on assets in this separate account. All assets of Talcott Resolution, including those in this separate account, are available to meet our guarantees under the Contract and are available to meet the general obligations of Talcott Resolution.

Description of Right to Cancel provision you had when you purchased your Contract

If for any reason you are not satisfied with your Contract, simply return it within ten days after you receive it with a written request for cancellation that indicates your tax-withholding instructions. In some states, you may be allowed more time to cancel your Contract. We will not deduct any Surrender Charge during this time, however an MVA, which is described later, may apply. We may require additional information, including a signature guarantee, before we can cancel your Contract.

The amount we pay you upon cancellation depends on the requirements of the state where you purchased your Contract, the method of purchase, the type of Contract you purchased and your age.

What is a Guarantee Period?

A Guarantee Period is the length of time you select for which we guarantee to pay you interest. The interest rate we credit depends on the Guarantee Period you select. We reserve the right to add, delete or eliminate Guarantee Periods, or offer some or all Guarantee Periods in the future. You choose the length of your Guarantee Period when you purchase your Contract. This is your Initial Guarantee Period. Your Initial Guarantee Period will determine your Initial Guarantee Rate or the rate of interest credited to your Purchase Payment. The Initial Guarantee Rate will never be less than 3% on an annual basis.

If you transfer to a new then available Guarantee Period or reach the end of the Initial Guarantee Period and allow this Contract to "rollover" to another Guarantee Period of the same length of time, this is a Subsequent Guarantee Period. Basically, any Guarantee Period that is not an Initial Guarantee Period is a Subsequent Guarantee Period. During a

Subsequent Guarantee Period, your Contract earns interest at the Subsequent Guarantee Rate, which will never be less than 3% on an annual basis.

Talcott Resolution, in its sole discretion, determines the interest rates credited to each Guarantee Period. These interest rates generally reflect prevailing interest rates of other investments that are similar in nature and duration. In computing our interest rates, we may also consider the impact of regulations, taxes, sales commissions, administrative expenses, general economic trends and competitive factors. Contracts with Purchase Payments of $1,000,000 or more may earn interest at a different rate than other Contracts with the same Guarantee Period. We cannot predict nor guarantee our future interest rates.

Can I transfer into a different Guarantee Period?

Once each Contract Year, beginning after the first Contract Year, you may transfer from your Guarantee Period into a Guarantee Period of a different then available duration, provided the new Guarantee Period you select is at least five (5) years or longer. There is no Surrender Charge for such a transfer. While we currently do not impose a transfer charge, we reserve the right to charge a fee of up to $50 for each transfer. An MVA , which is described later, will be applied to your Contract Value at the time of transfer, unless the transfer occurs at the end of the Guarantee Period. The amount transferred into the new Guarantee Period is equal to the Contract Value of the old Guarantee Period on the date of the transfer minus or plus the MVA.

While you may transfer to a different then available Guarantee Period with a duration of five (5) years or more, you cannot transfer into a Guarantee Period with a duration that will take you past your Annuity Commencement Date. We reserve the right to direct reinvestment of contract sums into the longest then available guarantee period duration provided that such renewal guarantee period duration does not expire beyond your Annual Commencement Date. That means that if you elected to begin Annuity Payouts on your Annuitant's 90th birthday and your Annuitant is 87 years old, you would not be able to transfer into a new Guarantee Period unless you extended your Annuity Commencement Date (or Option End Date for beneficiary continued contracts). In this type of scenario, we may specify that the available Guarantee Period is of a three (3) year duration. Certain guarantee periods may not be currently available to certain classes of contract holders.

We reserve the right at any time, without notice, to restrict the duration available for Subsequent Guarantee Periods.

What happens at the end of each Guarantee Period?

We will notify you of your options before the end of your Guarantee Period. These options currently include (not all options may be available to every Contract Owner):

• Fully Surrendering your Contract;

• Having your Contract Value rollover to a Subsequent Guarantee Period of the same length of time (unless such Subsequent Guarantee Period would extend beyond the Annuity Commencement Date)*;

• Transfer to Guarantee Periods we make available at that time (there may not be a Guarantee Period available that would end prior to the Annuity Commencement Date)*;

• Asking us to begin making Annuity Payouts; or

• Any other option that may become available.

We reserve the right to add, delete, modify or otherwise restrict the availability of Guarantee Periods to any or all classes of contract holders.

For Contracts purchased in New York — We will notify you of your options at least 15 days, but no more than 45 days, before the end of your Guarantee Period. If you fully or partially Surrender your Contract within the 30 day period prior to the end of your Guarantee Period, no Surrender Charge is deducted or MVA made.

How is the value of my Contract calculated before the Annuity Commencement Date?

We calculate your Contract Value by deducting any applicable Premium Tax from your Purchase Payment, or your rollover value, if you are in a Subsequent Guarantee Period. We then credit your Contract Value on a daily basis with an amount that is equivalent to your Guarantee Period's interest rate on an annual basis and deduct any partial Surrenders.

The following example shows how interest would be credited to your Contract Value. The example assumes you purchased a Contract with a five-year Guarantee Period crediting a hypothetical Initial Guarantee Rate of 5% on an annual basis. The example assumes no money is taken from the Contract during the Guarantee Period. We are using a hypothetical interest rate of 5%. This interest rate is for illustration only and is no indication of future interest rates. Actual interest rates may be more or less than those shown.


Year one	$10,000	Purchase Payment or rollover value
	$500	total year's interest payments
	$10,500	end of year Contract Value
Year two	$10,500	beginning Contract Value
	$525	total year's interest payments
	$11,025	end of year Contract Value
Year three	$11,025	beginning Contract Value
	$551	total year's interest payments
	$11,576	end of year Contract Value
Year four	$11,576	beginning Contract Value
	$579	total year's interest payments
	$12,155	end of year Contract Value
Year five	$12,155	beginning Contract Value
	$608	total year's interest payments
	$12,763	end of year Contract Value

Once each Contract Year, we will send you a statement which shows

•your Contract Value as of the end of the preceding Contract Year,

•any money you take out of your Contract during the Contract Year,

•your Contract Value at the end of the current Contract Year, and

•the annual rate of interest being credited to your Contract.

Fees and Charges

What happens if I request a Surrender before the end of the Guarantee Period?

We don't charge you a sales charge when you purchase this Contract or assess any annual fees. However, if you want to take money out of the Contract before the end of your Guarantee Period, there are two charges we may assess, plus an MVA that may, at times, result in a deduction. The two charges are Premium Tax and a Surrender Charge.

a Premium Taxes

A deduction is also made for premium taxes, if any, imposed on us by a state, municipality, or other governmental entity. The tax, currently ranging from 0% to 3.5%, is assessed at the time purchase payments are made or when annuity payments begin. We will pay premium taxes at the time imposed under applicable law. At its sole discretion, Talcott Resolution may deduct premium taxes at the time we pay such taxes to the applicable taxing authorities, upon surrender, or when annuity payments commence.

a Surrender Charge

The Surrender Charge covers some of the expenses relating to the sale and distribution of the Contract, including commissions paid to investment professionals and the cost of preparing sales literature and other promotional activities.

We assess a Surrender Charge when you request a full or partial Surrender, unless your Surrender occurs at the end of a Guarantee Period. The percentage we assess for the Surrender Charge varies according to the length of time between the beginning of the Guarantee Period in effect at the time of your Surrender and the date of your request for Surrender. When you request a Surrender, we deduct the dollar amount you request from your Contract Value. Then we subtract any interest we have credited to your Contract in the 12 months prior to the request for Surrender that has not already been withdrawn

from the amount requested for Surrender. This difference is then the amount subject to a Surrender Charge. We then determine the appropriate percentage of Surrender Charge, if any, to be deducted by calculating the length of time the money has been part of your present Guarantee Period. We deduct the percentage of the amount Surrendered from the amount you requested, and, provided there is no MVA, pay you that amount.

If you are in your Initial Guarantee Period, the percentage we deduct is equal to:


Number of Years from the beginning of the Initial Guarantee Period						Surrender Charge
1						6%
2						6%
3						5%
4						4%
5						3%
6						2%
7						2%
Thereafter						2%

If you are in a Subsequent Guarantee Period, the percentage we deduct is equal to:


Number of Years from the beginning of any Subsequent Guarantee Period						Surrender Charge
1						4%
2						3%
3						2%
4						2%
5						2%
6						2%
7						2%
Thereafter						2%

If you purchase your Contract in New York, and you are in your Initial Guarantee Period, the percentage we deduct is equal to:


Number of Years from the beginning of the Initial Guarantee Period						Surrender Charge
1						7%
2						6%
3						5%
4						4%
5						3%
6						2%
7						1%
Thereafter						0%

If you purchase your Contract in New York and you are in a Subsequent Guarantee Period of five (5) years or more, the percentage we deduct is equal to:


Number of Years from the beginning of a Subsequent Guarantee Period						Surrender Charge
1 or less						5%
2						4%
3						3%
4						2%


5						1%
Thereafter						0%

If you purchase your Contract in New York and you are in a Subsequent Guarantee Period of four (4) years or less, the percentage we deduct is equal to:


Number of Years from the beginning of a Subsequent Guarantee Period						Surrender Charge
1 or less						1% multiplied by the number of years in the Guarantee Period
2						The percentage used for Year 1 or less minus 1%
3						The percentage used for Year 2 minus 1%
4						The percentage used for Year 3 minus 1%

The following situations are NOT subject to a Surrender Charge:

• Surrenders made at the end of a Guarantee Period.

• Surrender of interest that has been credited to the Contract Value during the twelve (12) months prior to the Surrender that has not previously been withdrawn.

• Upon death of the Annuitant, joint owner or Contract Owner.

• Upon Annuitization.

• Upon cancellation during the right to examine period.

• Required Minimum Distributions from IRAs or 403(b) plans.

Surrenders made under the Nursing Home Waiver Rider. We will waive any Surrender Charge applicable to a partial or full Surrender if you, the joint owner or the Annuitant, is confined for at least 180 calendar days to a: (a) hospital recognized as a general hospital by the proper authority of the state in which it is located; or (b) hospital recognized as a general hospital by the Joint Commission on the Accreditation of Hospitals; or (c) facility certified by Medicare as a hospital or long-term care facility; or (d) nursing home licensed by the state in which it is located and offers the services of a registered nurse 24 hours a day. If you, the joint owner or the Annuitant is confined when you purchase the Contract, this waiver is not available. For the waiver to apply, you must: (a) have owned the Contract continuously since it was issued, (b) provide written proof of confinement satisfactory to us,and (c) request the Surrender within 91 calendar days of the last day of confinement. Your confinement must be at the recommendation of a physician for medically necessary reasons. This waiver may not be available in all states. Please contact your investment professional or us to determine if it is available for you.

Market Value Adjustment

If you request to Surrender, cancel during the right to examine period, transfer to a new Guarantee Period or ask that we begin to make Annuity Payouts at any time other than at the end of your Guarantee Period, we may apply an MVA. That means that the amount we pay you for a Surrender or the Contract Value we transfer to a new Guarantee Period or use to determine your Annuity Payouts will be adjusted up or down.

The MVA reflects both the amount of time left in your Guarantee Period, and, the difference between the Guarantee Rate credited to your current Guarantee Period and the interest rate we are crediting to a Guarantee Period with a duration equal to the amount of time left in your Guarantee Period. If your Guarantee Period's interest rate is lower than the interest rate we are currently crediting the remaining Guarantee Period, then the application of the MVA will reduce the amount you receive. Conversely, if your Guarantee Period's interest rate is higher than the interest rate we are crediting for the remaining Guarantee Period, then the application of the MVA will increase the amount you receive.

For example, assume you purchase a Contract with an Initial Guarantee Period of ten (10) years crediting interest at an Initial Guarantee Rate of 8% on an annual basis. You request a partial Surrender at the end of the seventh Contract Year. At the time you request a Surrender, our interest rate is 6% on an annual basis for Subsequent Guarantee Periods with a three-year duration, the amount of time left in your Initial Guarantee Period. Then the amount payable upon partial Surrender will increase after the application of the MVA. On the other hand, if we are crediting an interest rate higher than

your 8% Initial Guarantee Rate, then the application of the MVA will decrease the amount payable to you upon partial Surrender.

The MVA will apply to any request to Surrender, cancel during the right to examine period, transfer to a new Guarantee Period prior to the end of a Guarantee Period, or if you ask us to begin Annuity Payouts prior to the end of a Guarantee Period except:

• Previous twelve (12) months' interest payments that you ask us to send to you that you have not previously Surrendered.

• Distributions made due to death.

• Payments we make to you as part of your Annuity Payout.

The actual formula for calculating the MVA is set forth in the Appendix B that also contains additional illustrations of the application of the MVA.

Since the interest rates we credit may reflect, in part, the investment yields available to us (see "Investments by Talcott Resolution"); the MVA may also reflect, in part, the levels of such yields. It is possible, therefore, that should such yields increase significantly from the time you purchased your Contract, coupled with the application of the Surrender Charges, the amount you would receive upon a full Surrender of your Contract could be less than your original Purchase Payment.

We may offer, in our discretion, reduced fees and charges for certain Contracts that may result in decreased costs and expenses. Reductions in these fees and charges will not be unfairly discriminatory against any Contract Owner.

Special Surrenders

A full or partial surrender made at the end of a Guarantee Period is not subject to a surrender charge or an MVA. A request for a surrender at the end of a Guarantee Period must be received, In Writing, no later than the end of the Guarantee Period. In the event of a full Surrender at the end of the Guarantee Period, we will pay an amount equal to the Contract Value as of the end of the Guarantee Period. In the event of a full or partial Surrender made at any time other than the end of a Guarantee Period, no Surrender charge or MVA will be imposed on the withdrawal of any interest credited during the twelve (12) month period prior to the Surrender date that was not previously withdrawn. A withdrawal of interest, other than that which was earned during the twelve (12) month period prior to the Surrender date, will not be subject to a surrender charge, but will be subject to a MVA.

Surrenders

Are there any restrictions on partial Surrenders?

If you request a partial Surrender before we begin to make Annuity Payouts, the Contract must have a minimum Contract Value of $5,000 after the Surrender.

This restriction does not apply if you Surrender interest that has been credited to the Contract Value during the 12 months prior to Surrender.

We reserve the right to terminate your Contract and pay you the Contract Value minus any applicable charges or adjustments if your Contract Value is under the minimum after the Surrender.

How do I request a Surrender?

Requests for Surrenders must be in writing. To request a full or partial Surrender, complete a Surrender Form or send us a letter, signed by you, stating:

• the dollar amount that you want to receive, either before or after we withhold taxes and deduct for any applicable charges,

• your tax withholding amount or percentage, if any, and

• your mailing address.

If there are joint Contract Owners, both must authorize all Surrenders.

We may defer payment of any partial or full Surrender for a period not exceeding six months from the date of our receipt of your notice of Surrender or the period permitted by state insurance law, if less. We may defer a Surrender payment more than 10 days and, if we do, we will pay interest of at least 3% per annum on the amount deferred.

What should be considered about taxes?

There are certain tax consequences associated with Surrenders:

Prior to age 59½ — If you make a Surrender prior to age 59½, there may be adverse tax consequences including a 10% federal income tax penalty on the taxable portion of the Surrender payment. Surrendering before age 59½ may also affect the continuing tax-qualified status of some Contracts.

We do not monitor Surrender requests. To determine whether a Surrender is permissible, with or without federal income tax penalty, please consult your personal tax adviser.

More than one Contract issued in the same calendar year — If you own more than one Contract issued by us or our affiliates in the same calendar year, then these Contracts may be treated as one Contract for the purpose of determining the taxation of distributions prior to the Annuity Commencement Date. Please consult your tax adviser for additional information.

Internal Revenue Code section 403(b) annuities — As of December 31, 1988, all section 403(b) annuities have limits on full and partial Surrenders. Contributions to your Contract made after December 31, 1988 and any increases in cash value after December 31, 1988 may not be distributed unless you are: (a) age 59½, (b) no longer employed, (c) deceased, (d) disabled, or (e) experiencing a financial hardship (cash value increases may not be distributed for hardships prior to age 59½). Distributions prior to age 59½ due to financial hardship; unemployment or retirement may still be subject to a penalty tax of 10%.

We no longer accept any incoming 403(b) exchanges or applications for 403(b) individual annuity contracts.

We encourage you to consult with your tax adviser before making any Surrenders. Please see the "Federal Tax Considerations" section for more information.

Death Benefit

What is the Death Benefit and how is it calculated?

Before we begin to make Annuity Payouts, we will pay a Death Benefit upon the death of the Contract Owner, joint owner, or the Annuitant, if there is no surviving Contingent Annuitant. The Death Benefit is calculated when we receive a certified death certificate or other legal document acceptable to us. The Death Benefit we pay is equal to the Contract Value on the date we receive the certified death certificate or other legal document.

How is the Death Benefit paid?

The Death Benefit may be taken in one lump sum or under any of the Annuity Payout Options then being offered by us. On the date we receive complete instructions from the Beneficiary, we will compute the Death Benefit amount to be paid out or applied to a selected Annuity Payout Option. When there is more than one Beneficiary, we will calculate the Death Benefit amount for each Beneficiary's portion of the proceeds and then pay it out or apply it to a selected Annuity Payout Option according to each Beneficiary's instructions acceptable to us.

If the Contract Owner dies before we begin to make Annuity Payouts, the Beneficiary may elect to leave proceeds from the Death Benefit with us for up to five (5) years from the date of the Contract Owner's death under the Annuity Proceeds Settlement Option "Death Benefit Remaining with the Company". The proceeds will remain in the same Guarantee Period in effect at the time of death and receive the same interest rate credited to that Contract. If the Guarantee Period has more than five (5) years remaining, then we will, before the completion of the 5th Contract Year after the death of the Contract Owner, terminate the Contract and waiving all Surrender Charges, pay the Contract Value to the Beneficiary. An MVA will be applicable.

The Beneficiary of a non-qualified Contract or IRA may also elect the "Single Life Expectancy Only" option. This option allows the Beneficiary to take the Death Benefit in a series of payments spread over a period equal to the Beneficiary's remaining life expectancy. Distributions are calculated based on IRS life expectancy tables. This option is subject to different limitations and conditions depending on whether the Contract is non-qualified or an IRA. For details on specific limitations pertaining to IRAs and other Tax-Qualified contracts please see "Federal Tax Considerations" Section I “Information Regarding Tax-Qualified Retirement Plans.”

Required Distributions — If the Contract Owner dies before the Annuity Commencement Date, the Death Benefit must be distributed within five (5) years after death. The Beneficiary can choose any Annuity Payout Option that results in complete Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an Annuity Payout Option with a Payout upon Death Benefit, any remaining value must be distributed at least as rapidly as under the Annuity Payout Option being used as of the Contract Owner's death.

If the Contract Owner is not an individual (e.g. a trust), then the original Annuitant will be treated as the Contract Owner in the situations described above and any change in the original Annuitant will be treated as the death of the Contract Owner.

Additional limitations and requirements for distributions apply to Tax Qualified contracts. Please see Federal Tax Considerations Part I “Information Regarding Tax-Qualified Retirement Plans” below.

What should the Beneficiary consider?

Alternatives to the Required Distributions — The selection of an Annuity Payout Option and the timing of the selection will have an impact on the tax treatment of the Death Benefit. To receive favorable tax treatment, the Annuity Payout Option selected: (a) cannot extend beyond the Beneficiary's life or life expectancy, and (b) must begin within one (1) year of the date of death.

If these conditions are not met, the Death Benefit will be treated as a lump sum payment for tax purposes. This sum will be taxable in the year in which it is considered received.

Spousal contract continuation — If the Contract Owner dies, the Contract Owner's spouse, if named as a Beneficiary, may elect to continue the Contract as the new Contract Owner. This spousal continuation is available only once for each Contract. The spouse may, in the alternative, elect to receive the Death Benefit in one lump sum payment or have the Death Benefit paid under one of the Annuity Payout Options.

Who will receive the Death Benefit?

The distribution of the Death Benefit is based on whether death is before, on or after the Annuity Commencement Date.

If death occurs before the Annuity Commencement Date:

If the deceased is the . . .

and . . .

then the . . .

Contract Owner

There is a surviving joint Contract Owner

The Annuitant is living or deceased

Joint Contract Owner receives the Death Benefit.

Contract Owner

There is no surviving joint Contract Owner

The Annuitant is living or deceased

Designated Beneficiary receives the Death Benefit.

Contract Owner

There is no surviving joint Contract Owner or surviving Beneficiary

The Annuitant is living or deceased

Contract Owner's estate receives the Death Benefit.

Annuitant

The Annuitant is also the Contract Owner

There is no named Contingent Annuitant

Designated Beneficiary receives the Death Benefit.

Annuitant

The Contract Owner is a trust or other non-natural person

There is no named Contingent Annuitant

The Contract Owner receives the Death Benefit.

Annuitant

The Contract Owner is living

There is no named Contingent Annuitant

The Contract Owner is presumed to be the Contingent Annuitant and the Contract continues. The Contract Owner may waive this presumption and receive the Death Benefit.

Annuitant

The Contract Owner is living

The Contingent Annuitant is living

Contingent Annuitant becomes the Annuitant, and the Contract continues.

If death occurs on or after the Annuity Commencement Date:

If the deceased is the . . .

and . . .

then the . . .

Contract Owner

The Annuitant is living

Designated Beneficiary becomes the Contract Owner, and the Payments continue.

Annuitant

The Contract Owner is living

Contract Owner receives the Death Benefit.

Annuitant

The Annuitant is also the Contract Owner

Designated Beneficiary receives the Death Benefit.

These are the most common Death Benefit scenarios, however, there are others. Some of the Annuity Payout Options may not result in the payment of a Death Benefit. If you have questions about these and any other scenarios, please contact your investment professional or us.

Annuity Payouts

This section describes what happens when we begin to make regular annuity payouts from your Contract. You, as the Contract Owner, should answer four questions:

1. When do you want annuity payouts to begin?

2. What annuity payout option do you want to use?

3. How often do you want the Payee to receive annuity payouts?

4. How are annuity payouts calculated?

Please check with your investment professional to select the annuity payout option that best meets your income needs.

1. When do you want annuity payouts to begin?

You selected an Annuity Commencement Date when you purchased your Contract. You may change the Annuity Commencement Date by notifying us at any time before we begin to make annuity payouts.

The Annuity Commencement Date cannot be deferred beyond the end of the Guarantee Period immediately following the Annuitant's 90th birthday or the end of the Guarantee Period immediately following the end of the 10th Contract Year, whichever is later. Unless you elect an Annuity Payout Option before the Annuity Commencement Date, we will begin to make Annuity Payouts under the Life Annuity with a 10-Year Period Certain Annuity Payout Option.

If the Annuity Commencement Date does not coincide with the end of a Guarantee Period, an MVA will apply. In that case, we will determine the amount available for Annuity Payouts by taking your Contract Value, deducting any applicable Premium Taxes and then multiplying that amount by the MVA. No MVA will apply if the Annuity Commencement Date coincides with the end of your Guarantee Period.

If you rollover into a Subsequent Guarantee Period or transfer to a Guarantee Period of a different duration, you cannot rollover or transfer into a Guarantee Period with a duration that will take you past your Annuity Commencement Date. That means that if you elected to begin Annuity Payouts on your Annuitant's 90th birthday and your Annuitant is 87 years old, you would not be able to rollover or transfer into a new Guarantee Period with a duration longer than three (3) years unless you extended your Annuity Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the month as the Annuity Commencement Date.

Once you pass the Annuitant's 90th birthday or the end of your 10th Contract Year, some Guarantee Period durations, may not be available.

In New York, you must give us thirty (30) days advance written notice of your intent to change your Annuity Commencement Date, and cannot defer that date past the Annuitant's 90th birthday.

2. Which Annuity Payout Option do you want to use?

Your Contract contains the Annuity Payout Options described below. We may at times offer other Annuity Payout Options. Once Annuity Payouts begin, you cannot change the Annuity Payout Option.

Life Annuity — We make Annuity Payouts as long as the Annuitant is living. When the Annuitant dies, we stop making Annuity Payouts. A Payee would receive only one Annuity Payout if the Annuitant dies after the first Payout, two Annuity Payouts if the Annuitant dies after the second Payout, and so forth.

Life Annuity with a Cash Refund — We make Annuity Payouts as long as the Annuitant is living. When the Annuitant dies, we stop making Annuity Payouts. At the death of the Annuitant, if the Contract Value on the Annuity Commencement Date minus any Premium Tax is greater than the sum of all Annuity Payouts already made, any difference will be paid to the Beneficiary.

Life Annuity with Payments for a Period Certain — We make Annuity Payouts during the lifetime of the Annuitant but Annuity Payouts are at least guaranteed for a period of time you select between five (5) years and 100 years minus the age of the Annuitant. If, at the death of the Annuitant, Annuity Payouts have been made for less than the minimum elected number of years, then the Beneficiary may elect to (a) continue Annuity Payouts for the remainder of the minimum elected number of years or (b) receive the commuted value in one sum.

Joint and Last Survivor Life Annuity — We will make Annuity Payouts as long as either the Annuitant or Joint Annuitant are living. When one Annuitant dies, we continue to make Annuity Payouts to the other Annuitant until that second Annuitant dies. When choosing this option, you must decide what will happen to the Annuity Payouts after the first Annuitant dies. You must select Annuity Payouts that:

• Remain the same at 100%, or

• Decrease to 66.67%, or

• Decrease to 50%.

The percentages represent actual dollar amounts. The percentage will also impact the Annuity Payout amount we pay while both Annuitants are living. If you pick a lower percentage, your original Annuity Payouts will be higher while both Annuitants are alive.

Joint and Last Survivor Life Annuity with Payments for a Period Certain — We will make Annuity Payouts as long as either the Annuitant or Joint Annuitant are living, but Annuity Payouts are at least guaranteed for a period of time you select between five (5) years and 100 years minus the age of the Annuitant. If, at the death of the last Annuitant, Annuity Payouts have been made for less than the minimum elected number of years, then the Beneficiary may elect to (a) continue Annuity Payouts for the remainder of the minimum elected number of years or (b) receive the commuted value in one sum. When one Annuitant dies, we continue to make Annuity Payouts to the other Annuitant until that second Annuitant dies. When choosing this option, you must decide what will happen to the Annuity Payouts after the first Annuitant dies and the Period Certain has ended. You must select Annuity Payouts that:

• Remain the same at 100%, or

• Decrease to 66.67%, or

• Decrease to 50%.

Payments For a Period Certain — We will make Annuity Payouts for the number of years that you select. During the first Contract Year, you can select any period of time between ten (10) years and 100 years minus the Annuitant's age. After the first Contract Year, you can select any period of time between five (5) and 100 years minus the Annuitant's age. If, at the death of the Annuitant, Annuity Payouts have been made for less than the period certain, then the Beneficiary may elect to (a) continue Annuity Payouts for the remainder of the minimum elected number of years or (b) receive the commuted value in one sum.

• You cannot Surrender your Contract once Annuity Payouts begin.

• For Qualified Contracts, if you elect an Annuity Payout Option with a Period Certain, the guaranteed number of years must be less than the life expectancy of the Annuitant at the time the Annuity Payouts begin. We compute life expectancy using the IRS mortality tables.

• Automatic Annuity Payments — If you do not elect an Annuity Payout Option, Annuity Payouts will automatically begin on the Annuity Commencement Date under the Life Annuity with Payments for a Period Certain Annuity Payout Option with a ten-year period certain.

3. How often do you want the Payee to receive Annuity Payouts?

In addition to selecting an Annuity Commencement Date and an Annuity Payout Option, you must also decide how often you want the Payee to receive Annuity Payouts. You may choose to receive Annuity Payouts:

• monthly,

• quarterly,

• semi-annually, or

• annually.

Once you select a frequency, it cannot be changed after the Annuity Commencement Date. If you do not make a selection, the Payee will receive monthly Annuity Payouts. The first payment must be at least equal to the minimum payment amount according to our rules then in effect. If at any time, payments become less than the minimum payment amount, we have the right to change the payment frequency to meet the minimum payment requirements. If any payment amount is less than the minimum annual payment amount, we may make an alternative arrangement with you.

4. How are Annuity Payouts calculated?

The Tables in the Contract provide for guaranteed dollar amounts of monthly payments for each $1,000 applied under the Annuity Payout Options. Under the Life Annuity, Life Annuity with Cash Refund and Life Annuity with Payments for a Period Certain, the amount of each Annuity Payout will depend upon the age and gender of the Annuitant at the time the first Annuity Payout is due. Under the Joint and Last Survivor Life Annuity and Joint and Last Survivor Life Annuity with Payments for a Period Certain, the amount of the first Annuity Payout will depend upon the gender of both Annuitants and their ages at the time the Annuity Payout is due.

Gender will not be used to determine the amount of the Annuity Payouts if the Contract is issued to qualify under certain sections of the Code. If gender is used to determine the amount of Annuity Payouts, the Annuity tables in the Contract will provide rates of payment for male Annuitants and female Annuitants.

The fixed payment Annuity tables for the Annuity Payout Options, except for Payments for a Period Certain Annuity Payout Option are based on the 1983a Individual Annuity Mortality Table projected to the year 2000 using Projection Scale G and an interest rate of 2.5%. The table for the Payments for a Period Certain Annuity Payout Option is based on an interest rate of 2.5% per annum.

The Annuity tables for the Annuity Payout Options, except for Payments for a Period Certain Annuity Payout Option are age dependent. For Annuity payments beginning after 2000, the amount of the first payment will be based on an age a specified number of years younger than the Annuitant's then attained age. The age setback is as follows:


Date of First Payment						Age Setback
Prior to 2005						1 year
2005 - 2014						2 years
2015 - 2019						3 years
2020 - 2029						4 years
2030 - 2039						5 years
2040 or later						6 years

Miscellaneous Provisions

Ownership Changes

We reserve the right to approve all ownership changes, including any assignment of your Contract (or any benefits) to others or the pledging of your Contract as collateral.

Assignment

A non-qualified Contract may be assigned. We must be properly notified in writing of an assignment. Any Annuity Payouts or surrenders requested or scheduled before we record an assignment will be made according to the instructions we have on record. We are not responsible for determining the validity of an assignment. Assigning a non-qualified Contract may require the payment of income taxes and certain penalty taxes. A qualified Contract may not be transferred or otherwise assigned (whether directly or used as collateral for a loan), unless allowed by applicable law and approved by us in writing. We can withhold our consent for any reason. We are not obligated to process any request for approval within any particular time frame. Please consult a qualified tax adviser before assigning your Contract.

Do not purchase this Contract if you plan to use it, or any of its riders, for speculation, arbitrage, viatication or any other type of collective investment scheme. By purchasing this Contract you represent and warrant that you are not using this product, or any of its riders, for speculation, arbitrage, viatication or any other type of collective investment scheme.

Amendment of Contracts

We may modify the Contract, but no modification will affect the amount or term of any Contract unless a modification is required in order to conform the Contract to applicable law. No modification will affect the method by which Contract Values are determined. We will notify you in writing of any Contract amendments.

State Variations

Your Contract may be subject to variations required by various State insurance departments. Variations are subject to change without notice.

The Company

Talcott Resolution is a stock life insurance company. Talcott Resolution is authorized to do business in all states of the United States and the District of Columbia. Talcott Resolution was originally incorporated under the laws of Massachusetts on June 5, 1902, and subsequently redomiciled to Connecticut. Our corporate offices are located at 1 American Row, Hartford, CT 06103. For additional information about Talcott Resolution, please see "Information About Talcott Resolution Life Insurance Company and Financial Statements."

Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Investments by Talcott Resolution

Our assets must be invested in accordance with the requirements established by applicable state laws regarding the nature and quality of investments that may be made by life insurance companies and the percentage of assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate and commercial mortgages, real estate and certain other investments.

Contract reserves will be accounted for in a non-unitized, non-insulated separate account. Separate account assets may be commingled with investments from other modified guaranty annuity contracts. Owners have no priority claims on assets accounted for in this separate account. All our assets, including those accounted for in this separate account, are available to meet the guarantees under the Contracts and are available to meet our general obligations. Subject to state insurance department approvals, we may transfer assets between the separate account and our general account from time to time.

In establishing Guaranteed Interest Rates, we intend to take into account the yields available on the instruments in which we intend to invest the proceeds from the Contracts. Our investment strategy with respect to the proceeds attributable to the Contracts will generally be to invest in investment-grade (or comparable investment quality) debt instruments having durations tending to match the applicable Guarantee Periods. The foregoing notwithstanding, we may also invest in other securities; including but not limited to, U.S. Treasury obligations, U.S. Government agency and instrumentality obligations, mortgage-backed securities and high-yield (junk) bonds. We are not obligated to invest the proceeds attributable to the Contract according to any particular strategy, except as may be required by applicable law. The investment strategy applied to separate account investments from these contracts may not necessarily be consistent with investment strategies applied with respect to investments from other modified guaranty annuity contract investments held within this separate account.

Assets and reserves associated with the holding account will be held in our general account. Owners have no priority claims on assets accounted for in this account. All our assets are available to meet the guarantees under the Contracts and are available to meet our general obligations.

Experts

The consolidated financial statements and the related financial statement schedules of Talcott Resolution Life Insurance Company as of December 31, 2023 and 2022 (Successor Company), and for the years ended December 31, 2023 and December 31, 2022 (Successor Company), the period of July 1, 2021 to December 31, 2021 (Successor Company) and the six months ended June 30, 2021 (Predecessor Company), included in this registration statement, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements and financial statement schedules are included in reliance upon the reports of such firm given their authority as experts in accounting and auditing. The principal business address of Deloitte & Touche LLP is City Place I, 33rd Floor, 185 Asylum Street, Hartford, Connecticut 06103-3402.

How Contracts are Sold

This Contract is no longer available for purchase.

We have entered into a distribution agreement with our affiliate TDC under which TDC serves as the principal underwriter for the Contracts. TDC is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA). The principal business address of TDC is the same as ours.

TDC has entered into selling agreements with affiliated and unaffiliated broker-dealers, and financial institutions ("Financial Intermediaries") for the sale of the Contracts. We pay compensation to TDC for sales of the Contracts by Financial Intermediaries. TDC, in its role as principal underwriter, did not retain any underwriting commissions for the fiscal year ended December 31, 2023. Contracts were sold by individuals who were appointed by us as insurance agents and who were investment professionals of Financial Intermediaries.

Financial Intermediaries receive commissions. Certain selected Financial Intermediaries also receive additional compensation. All or a portion of the payments we make to Financial Intermediaries may be passed on to investment professionals according to Financial Intermediaries' internal compensation practices.

Commission arrangements may vary from one Financial Intermediary to another. Under certain circumstances, your investment professional may be required to return all or a portion of the commissions paid.

Legal Opinion

Christopher Grinnell, Associate General Counsel for Talcott Resolution has passed upon the validity of the interests in the Contracts described in this prospectus.

Cybersecurity and Disruptions to Business Operations

Our business is highly dependent upon the effective operation of our computer systems and those of our business partners and service providers. Our business is therefore vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from system failures and cybersecurity incidents. These risks include, among other things, the theft, misuse, corruption and destruction of electronic data, interference with or denial of service, attacks on systems or websites and other operational disruptions that could severely impede our ability to conduct our business and administer the Contract. Financial services companies and their third-party service providers are increasingly the targets of cyber-attacks involving the encryption of data (e.g., ransomware), disruptions in communications (e.g., denial of service), or unauthorized access to or release of personal or confidential information. In 2023, we were notified of a data security incident involving the MOVEit file transfer system used by numerous financial services companies. A third-party vendor uses that software on our behalf to, among other things, identify the deaths of insured persons and annuitants under life insurance policies and annuity contracts. We notified affected customers as required by law, and we continue to assess and investigate the overall impact of the incident. The techniques used to attack systems and networks change frequently, are becoming more sophisticated, and can originate from a wide variety of sources. The use of remote or flexible work arrangements, remote access tools, and mobile technology has expanded potential targets for cyber-attack.

System failures and cybersecurity incidents may adversely affect you and/or your Contract. For instance, a cyber-attack may interfere with our ability to process Contract transactions or calculate Contract values, or could result in the release of confidential customer information. Such events could also adversely affect us, as they may result in regulatory fines, financial losses and reputational damage. Although we take efforts to protect our systems from cybersecurity incidents, there can be no assurance that we or our service providers will be able to avoid cybersecurity incidents affecting Contract owners in the future. It is possible that a cybersecurity incident could persist for an extended period of time without detection.

We are also exposed to risks related to natural and man-made disasters, and other severe events, such as storms, public health crises, terrorist acts, and military actions, any of which could adversely affect our business operations. While we have a business continuity plan and have taken precautions, we cannot assure you that severe events will not result in interruptions to our business operations, particularly if such events affect our computer systems or result in a significant number of our employees becoming unavailable. Interruptions to our business operations may impair our ability to effectively administer the Contract, including our ability to process orders and calculate Contract values. Additionally, our third-party service providers and other third-parties related to our business (such as financial intermediaries) are subject to similar risks. Successful implementation and execution of their business continuity policies and procedures are largely beyond our control. Disruptions to their business operations may impair our own business operations.

Status Pursuant to Securities Exchange Act of 1934

Talcott Resolution relies on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 from the requirement to file reports pursuant to Section 15(d) of that Act.

Federal Tax Considerations

A. Introduction

The following summary of tax rules does not provide or constitute any tax advice. It provides only a general discussion of certain of the expected federal income tax consequences with respect to amounts contributed to, invested in or received from a Contract, based on our understanding of the existing provisions of the Internal Revenue Code ("Code"), Treasury Regulations thereunder, and public interpretations thereof by the Internal Revenue Service ("IRS") (e.g., Revenue Rulings, Revenue Procedures or Notices) or by published court decisions. This summary discusses only certain federal income tax consequences to United States Persons, and does not discuss state, local or foreign tax consequences.

The term United States Persons means citizens or residents of the United States, domestic corporations, domestic partnerships, trusts or estates that are subject to United States federal income tax, regardless of the source of their income. See "Non-Resident Aliens and Foreign Entities" below regarding annuity purchases by, or payments to, non-U.S. persons.

We do not make any guarantee or representation regarding any tax status (e.g., federal, state, local or foreign) of any Contract or any transaction involving a Contract. In addition, there is always a possibility that the tax treatment of an annuity contract could change by legislation or other means (such as regulations, rulings or judicial decisions). Moreover, it is

always possible that any such change in tax treatment could be made retroactive (that is, made effective prior to the date of the change). Accordingly, you should consult a qualified tax adviser for complete information and advice before purchasing a Contract.

In addition, although this discussion addresses certain tax consequences if you use the Contract in various arrangements, including Charitable Remainder Trusts, tax-qualified retirement arrangements, deferred compensation plans, split-dollar insurance arrangements or other employee benefit arrangements, this discussion is not exhaustive. The tax consequences of any such arrangement may vary depending on the particular facts and circumstances of each individual arrangement and whether the arrangement satisfies certain tax qualification or classification requirements. In addition, the tax rules affecting such an arrangement may have changed recently, e.g., by legislation or regulations that affect compensatory or employee benefit arrangements. Therefore, if you are contemplating the use of a Contract in any arrangement the value of which to you depends in part on its tax consequences, you should consult a qualified tax adviser regarding the tax treatment of the proposed arrangement and of any Contract used in it.

As used in the following sections addressing "Federal Tax Considerations," the term "spouse" means the person to whom you are legally married, as determined under federal tax law. This may include opposite or same-sex spouses, but does not include those in domestic partnerships or civil unions which are not recognized as married for federal tax purposes. You are encouraged to consult with an accountant, lawyer or other qualified tax advisor about your own situation.

The federal, as well as state and local, tax laws and regulations require us to report certain transactions with respect to your Contract (such as an exchange of or a distribution from the Contract) to the IRS and state and local tax authorities, and generally to provide you with a copy of what was reported. This copy is not intended to supplant your own records. It is your responsibility to ensure that what you report to the IRS and other relevant taxing authorities on your income tax returns is accurate based on your books and records. You should review whatever is reported to the taxing authorities by us against your own records, and in consultation with your own tax advisor, and should notify us if you find any discrepancies in case corrections have to be made.

THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY. SPECIAL TAX RULES MAY APPLY WITH RESPECT TO CERTAIN SITUATIONS THAT ARE NOT DISCUSSED HEREIN. EACH POTENTIAL PURCHASER OF A CONTRACT IS ADVISED TO CONSULT WITH A QUALIFIED TAX ADVISER AS TO THE CONSEQUENCES OF ANY AMOUNTS INVESTED IN A CONTRACT UNDER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN TAX LAW.

B. Taxation of Talcott Resolution and the Separate Account

We are taxed as a life insurance company under Subchapter L of Chapter 1 of the Code. We will own the assets underlying the Contracts. The income earned on such assets will be our income.

C. Taxation of Annuities - General Provisions Affecting Contracts Not Held in Tax-Qualified Retirement Plans

Section 72 of the Code governs the taxation of annuities in general.

1. Non-Natural Persons as Owners

Pursuant to Code Section 72(u), an annuity contract held by a taxpayer other than a natural person generally is not treated as an annuity contract under the Code. Instead, such a non-natural owner is generally required to currently include in gross income for each taxable year the excess of (a) the sum of the net surrender value of the contract as of the end of the taxable year plus all distributions under the contract received during the taxable year or any prior taxable year, over (b) the sum of the amount of net premiums under the contract for the taxable year and prior taxable years and amounts includible in gross income for prior taxable years with respect to such contract under Section 72(u). However, Section 72(u) does not apply to:

• A contract the nominal owner of which is a non-natural person but the beneficial owner of which is a natural person (e.g., where the non-natural owner holds the contract as an agent for the natural person);

• A contract acquired by the estate of a decedent by reason of such decedent's death;

• Certain contracts acquired with respect to tax-qualified retirement arrangements;

• Certain contracts held in structured settlement arrangements that may qualify under Code Section 130; or

• A single premium immediate annuity contract under Code Section 72(u)(4), which provides for substantially equal periodic payments and an annuity starting date that is no later than 1 year from the date of the contract's purchase.

A non-natural owner that is a tax-exempt entity for federal tax purposes (e.g., a tax-qualified retirement trust or a Charitable Remainder Trust) generally would not be subject to federal income tax as a result of such current gross income under Code Section 72(u). However, such a tax-exempt entity, or any annuity contract that it holds, may need to satisfy certain tax

requirements in order to maintain its qualification for such favorable tax treatment. See, e.g., IRS Tech. Adv. Memo. 9825001 for certain Charitable Remainder Trusts.

Pursuant to Code Section 72(s), if the owner is a non-natural person, the primary annuitant is treated as the "holder" in applying the required distribution rules described below. These rules require that certain distributions be made upon the death of a "holder." In addition, for a non-natural owner, a change in the primary annuitant is treated as the death of the "holder." However, the provisions of Code Section 72(s) do not apply to certain contracts held in tax-qualified retirement arrangements or structured settlement arrangements.

For tax years beginning after December 31, 2012, estates and trusts with gross income from annuities may be subject to an additional tax (Unearned Income Medicare Contribution) of 3.8%, depending upon the amount of the estate or trust's adjusted gross income for the taxable year.

2. Other Contract Owners (Natural Persons).

An owner is not taxed on increases in the value of the Contract until an amount is received or deemed received, e.g., in the form of a lump sum payment (full or partial value of a Contract) or as Annuity payments under the settlement option elected.

The provisions of Section 72 of the Code concerning distributions are summarized briefly below. Also summarized are special rules affecting distributions from Contracts obtained in a tax-free exchange for other annuity contracts or life insurance contracts, which were purchased prior to August 14, 1982. For tax years beginning after December 31, 2012, individuals with gross income from annuities may be subject to an additional tax (Unearned Income Medicare Contribution) of 3.8%, depending upon exceeding of certain income thresholds.

a. Amounts Received as an Annuity.

Contract payments made periodically at regular intervals over a period of more than one full year, such that the total amount payable is determinable from the start (“amounts received as an annuity”) are includable in gross income to the extent the payments exceed the amount determined by the application of the ratio of the allocable “investment in the contract” to the total amount of the payments to be made after the start of the payments (the “exclusion ratio”) under Section 72 of the Code. Total premium payments less amounts received which were not includable in gross income equal the “investment in the contract.”

i.When the total of amounts excluded from income by application of the exclusion ratio is equal to the allocated investment in the contract for the Annuity Payout, any additional payments (including surrenders) will be entirely includable in gross income.

ii.To the extent that the value of the Contract (ignoring any surrender charges except on a full surrender) exceeds the "investment in the contract," such excess constitutes the "income on the contract". It is unclear what value should be used in determining the "income on the contract." We believe that the "income on the contract" does not include some measure of the value of certain future cash-value type benefits, but the IRS could take a contrary position and include such value in determining the "income on the contract".

b. Amounts Not Received as an Annuity.

i.To the extent that the “cash value” of the Contract (ignoring any surrender charges except on a full surrender) exceeds the “investment in the contract,” such excess constitutes the “income on the contract.”

ii. Any amount received or deemed received prior to the Annuity Commencement Date (e.g., upon a withdrawal or partial surrender), which is non-periodic and not part of a partial annuitization, is deemed to come first from any such “income on the contract” and then from “investment in the contract,” and for these purposes such “income on the contract” is computed by reference to the aggregation rule described in subparagraph 2.c. below. As a result, any such amount received or deemed received (1) shall be includable in gross income to the extent that such amount does not exceed any such “income on the contract,” and (2) shall not be includable in gross income to the extent that such amount does exceed any such “income on the contract.” If at the time that any amount is received or deemed received there is no “income on the contract” (e.g., because the gross value of the Contract does not exceed the “investment in the contract,” and no aggregation rule applies), then such amount received or deemed received will not be includable in gross income, and will simply reduce the “investment in the contract.”

iii. Generally, non-periodic amounts received or deemed received after the Annuity Commencement Date (or after the assigned annuity starting date for a partial annuitization) are not entitled to any exclusion ratio and shall be fully includable in gross income. However, upon a full surrender after such date, only the excess of the amount received (after any surrender charge) over the remaining “investment in the contract” shall be includable in gross income (except to the extent that the aggregation rule referred to in the next subparagraph 2.c. may apply).

iv. The receipt of any amount as a loan under the Contract or the assignment or pledge of any portion of the value of the Contract shall be treated as an amount received for purposes of this subparagraph 2.b. and the previous subparagraph 2.a.

v. In general, the transfer of the Contract, without full and adequate consideration, will be treated as an amount received for purposes of this subparagraph 2.b. and the previous subparagraph 2.a. This transfer rule does not apply, however, to certain transfers of property between Spouses or incident to divorce.

vi. In general, any amount actually received under the Contract as a Death Benefit, including an optional Death Benefit, if any, will be treated as an amount received for purposes of this subparagraph 2.b. and the previous subparagraph 2.a.

vii. If you receive services for your Contract from a third-party financial intermediary who charges an advisory fee for their services and you elect to pay the advisory fee by taking withdrawals from your Contract Value, any amounts paid may be treated as an amount received for purposes of this subparagraph 2.b. and the previous subparagraph 2.a. and in general may be subject to federal and state income taxes and a 10% federal penalty tax.

c. Aggregation of Two or More Annuity Contracts.

Contracts issued after October 21, 1988 by the same insurer (or affiliated insurer) to the same owner within the same calendar year (other than certain contracts held in connection with tax-qualified retirement arrangements) will be aggregated and treated as one annuity contract for the purpose of determining the taxation of distributions prior to the Annuity Commencement Date. An annuity contract received in a tax-free exchange for another annuity contract or life insurance contract may be treated as a new contract for this purpose. We believe that for any Contracts subject to such aggregation, the values under the Contracts and the investment in the contracts will be added together to determine the taxation under subparagraph 2.b., above, of amounts received or deemed received prior to the Annuity Commencement Date. Withdrawals will be treated first as withdrawals of income until all of the income from all such Contracts is withdrawn. In addition, the Treasury Department has specific authority under the aggregation rules in Code Section 72(e)(12) to issue regulations to prevent the avoidance of the income-out-first rules for non-periodic distributions through the serial purchase of annuity contracts or otherwise. As of the date of this prospectus, there are no regulations interpreting these aggregation provisions.

d. 10% Penalty Tax - Applicable to Certain Withdrawals and Annuity Payments.

i. If any amount is received or deemed received on the Contract (before or after the Annuity Commencement Date), the Code applies a penalty tax equal to ten percent of the portion of the amount includable in gross income, unless an exception applies.

ii. The 10% penalty tax will not apply to the following distributions:

1. Distributions made on or after the date the taxpayer has attained the age of 59½.

2. Distributions made on or after the death of the holder or, where the holder is not an individual, the death of the primary annuitant.

3. Distributions attributable to a taxpayer becoming disabled.

4. A distribution that is part of a scheduled series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the taxpayer (or the joint lives or life expectancies of the taxpayer and the taxpayer's designated Beneficiary).

5. Distributions made under certain annuities issued in connection with structured settlement agreements.

6. Distributions of amounts which are allocable to the "investment in the contract" prior to August 14, 1982 (see next subparagraph e.).

7. Distributions purchased by an employer upon termination of certain qualified plans and held by the employer until the employee separates from service.

If the taxpayer avoids this 10% penalty tax by qualifying for the substantially equal periodic payments exception and later such series of payments is modified (other than by death or disability), the 10% penalty tax will be applied retroactively to all the prior periodic payments (i.e., penalty tax plus interest thereon), unless such modification is made after both (a) the taxpayer has reached age 59½ and (b) 5 years have elapsed since the first of these periodic payments.

e. Special Provisions Affecting Contracts Obtained Through a Tax-Free Exchange of Other Annuity or Life Insurance Contracts Purchased Prior to August 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or annuity Contract purchased prior to August 14, 1982, then any amount received or deemed received prior to the Annuity Commencement Date shall be deemed to come (1) first from the amount of the "investment in the contract" prior to August 14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2) then from the portion of the "income on the contract" (carried over to, as well as accumulating in,

the successor Contract) that is attributable to such pre-8/14/82 investment, (3) then from the remaining "income on the contract" and (4) last from the remaining "investment in the contract." As a result, to the extent, that such amount received or deemed received does not exceed such pre-8/14/82 investment; such amount is not includable in gross income. In addition, to the extent that such amount received or deemed received does not exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the contract" attributable thereto, such amount is not subject to the 10% penalty tax. In all other respects, amounts received or deemed received from such post-exchange Contracts are generally subject to the rules described in this subparagraph e.

f. Required Distributions.

i. Death of owner or primary Annuitant

Subject to the alternative election or spouse beneficiary provisions in ii or iii below:

1. If any owner dies on or after the Annuity Commencement Date and before the entire interest in the Contract has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution being used as of the date of such death;

2. If any owner dies before the Annuity Commencement Date, the entire interest in the Contract shall be distributed within 5 years after such death; and

3. If the owner is not an individual, then for purposes of 1 or 2 above, the primary annuitant under the Contract shall be treated as the owner, and any change in the primary annuitant shall be treated as the death of the owner. The primary Annuitant is the individual, the events in the life of whom are of primary importance in affecting the timing or amount of the payout under the Contract.

ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of an owner described in i. above is payable to or for the benefit of a designated beneficiary, such beneficiary may elect to have the portion distributed over a period that does not extend beyond the life or life expectancy of the beneficiary. Such distributions must begin within a year of the owner's death.

iii. Spouse Beneficiary

If any portion of the interest of an owner is payable to or for the benefit of his or her spouse, and the Annuitant or Contingent Annuitant is living, such spouse shall be treated as the owner of such portion for purposes of section i. above. This spousal contract continuation shall apply only once for this Contract.

iv. Civil Union or Domestic Partner

Upon the death of the Contract owner prior to the Annuity Commencement Date, if the designated beneficiary is the surviving civil union or domestic partner of the Contract owner, rather than the spouse of the Contract owner, then such designated beneficiary is not permitted to continue the Contract as the succeeding Contract owner. A designated beneficiary who is a same sex spouse will be permitted to continue the Contract as the succeeding Contract owner.

g. Addition of Rider or Material Change

The addition of a rider to the Contract, or a material change in the Contract's provisions, could cause it to be considered newly issued or entered into for tax purposes, and thus could cause the Contract to lose certain grandfathered tax status. Please contact your tax adviser for more information.

h. Partial Exchanges

The owner of an annuity contract can direct its insurer to transfer a portion of the contract's cash value directly to another annuity contract (issued by the same insurer or by a different insurer), and such a direct transfer can qualify for tax-free exchange treatment under Code Section 1035 (a "partial exchange"). The IRS in Revenue Procedure 2011-38, indicated that a partial exchange made on or after October 24, 2011 will be treated as a tax-free exchange under Code Section 1035 if there is no distribution from or surrender of, either contract involved in the exchange within 180 days of such exchange. Amounts received as annuity payments for a period of at least 10 years on one or more lives will not be treated as distributions for this purpose. If a transfer does not meet the 180-day test, the IRS will apply general tax rules to determine the substance and treatment of the transfer.

We advise you to consult with a qualified tax adviser as to the potential tax consequences before attempting any partial exchanges.

D. Federal Income Tax Withholding

The portion of an amount received under a Contract that is taxable gross income to the recipient is also subject to federal income tax withholding, pursuant to Code Section 3405, which requires the following:

1. Non-Periodic Distributions. The portion of a non-periodic distribution that is includable in gross income is subject to federal income tax withholding unless the recipient elects not to have such tax withheld ("election out"). We will provide such an "election out" form at the time such a distribution is requested. If the necessary "election out" forms are not submitted to us in a timely manner, we are required to withhold 10 percent of the includable amount of distribution and remit it to the IRS.

2. Periodic Distributions (payable over a period greater than one year). The portion of a periodic distribution that is includable in gross income is generally subject to federal income tax withholding according to current default methodology, unless the recipient elects otherwise. A recipient may elect out of such withholding, or elect to have income tax withheld at a different rate, by providing a completed election form. If the necessary "election out" forms are not submitted to us in a timely manner, we will withhold tax as if the recipient were single claiming zero exemptions, and remit the tax to the IRS.

Generally, no "election out" is permitted if the distribution is delivered outside the United States and any possession of the United States. Regardless of any "election out" (or any amount of tax actually withheld) on an amount received from a Contract, the recipient is generally liable for any failure to pay the full amount of tax due on the includable portion of such amount received. You also may be required to pay penalties under the estimated income tax rules, if your withholding and estimated tax payments are insufficient to satisfy your total tax liability.

E. General Provisions Affecting Qualified Retirement Plans

The Contract may be used for a number of qualified retirement plans. If the Contract is being purchased with respect to some form of qualified retirement plan, please refer to the section entitled "Information Regarding Tax-Qualified Retirement Plans" below for information relative to the types of plans for which it may be used and the general explanation of the tax features of such plans.

F. Nonresident Aliens and Foreign Entities

The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. persons (such as U.S. citizens or U.S. resident aliens). Purchasers (and payees such as a purchaser's beneficiary) that are not U.S. persons (such as a Nonresident Alien) will generally be subject to U.S. federal income tax and withholding on taxable annuity distributions at a 30% rate, unless a lower treaty rate applies and any required information and IRS tax forms (such as IRS Form W-8BEN) are submitted to us. If withholding tax applies, we are generally required to withhold tax at a 30% rate, or a lower treaty rate if applicable, and remit it to the IRS. Foreign entities (such as foreign corporations, foreign partnerships, or foreign trusts) must provide the appropriate IRS tax forms (such as IRS Form W-8BEN-E or other appropriate Form W-8). If required by law, we may withhold 30% from any taxable payment in accordance with applicable requirements such as The Foreign Account Tax Compliance Act (FATCA) and applicable regulations. An updated Form W-8 is generally required to be submitted every three years. Purchasers may also be subject to state premium tax, other state and/or municipal taxes, and taxes that may be imposed by the purchaser's country of citizenship or residence.

G. Estate, Gift and Generation-Skipping Tax and Related Tax Considerations

Any amount payable upon an owner's death, whether before or after the Annuity Commencement Date, is generally includable in the owner's estate for federal estate tax purposes. Similarly, prior to the owner's death, the payment of any amount from the Contract, or the transfer of any interest in the Contract, to a beneficiary or other person for less than adequate consideration may have federal gift tax consequences. In addition, any transfer to, or designation of, a non-spouse beneficiary who either is (1) 37½ or more years younger than an owner or (2) a grandchild (or more remote further descendent) of an owner may have federal generation-skipping-transfer ("GST") tax consequences under Code Section 2601. Regulations under Code Section 2662 may require us to deduct any such GST tax from your Contract, or from any applicable payment, and pay it directly to the IRS. However, any federal estate, gift or GST tax payment with respect to a Contract could produce an offsetting income tax deduction for a beneficiary or transferee under Code Section 691(c) (partially offsetting such federal estate or GST tax) or a basis increase for a beneficiary or transferee under Code Section 691(c) or Section 1015(d). In addition, as indicated above in "Distributions Prior to the Annuity Commencement Date," the transfer of a Contract for less than adequate consideration during the Contract Owner's lifetime generally is treated as producing an amount received by such Contract Owner that is subject to both income tax and the 10% penalty tax. To the extent that such an amount deemed received causes an amount to be includable currently in such Contract Owner's gross income, this same income amount could produce a corresponding increase in such Contract Owner's tax basis for such Contract that is carried over to the transferee's tax basis for such Contract under Code Section 72(e)(4)(C)(iii) and Section 1015.

H. Tax Disclosure Obligations

In some instances certain transactions must be disclosed to the IRS or penalties could apply. See, for example, IRS Notice 2009-59. The Code also requires certain "material advisers" to maintain a list of persons participating in such "reportable transactions," which list must be furnished to the IRS upon request. It is possible that such disclosures could be required by us, the owner(s) or other persons involved in transactions involving annuity contracts. It is the responsibility of each party, in

consultation with their tax and legal advisers, to determine whether the particular facts and circumstances warrant such disclosures.

I. Information Regarding Tax-Qualified Retirement Plans

This summary does not attempt to provide more than general information about the federal income tax rules associated with use of a Contract by a tax-qualified retirement plan. State income tax rules applicable to tax-qualified retirement plans often differ from federal income tax rules, and this summary does not describe any of these differences. Because of the complexity of the tax rules, owners, participants and beneficiaries are encouraged to consult their own tax advisors as to specific tax consequences.

The Contracts are available to a variety of tax-qualified retirement plans and arrangements (a "Qualified Plan" or "Plan"). Tax restrictions and consequences for Contracts, accounts under each type of Qualified Plan differ from each other and from those for Non-Qualified Contracts. In addition, individual Qualified Plans may have terms and conditions that impose additional rules. Therefore, no attempt is made herein to provide more than general information about the use of the Contract with the various types of Qualified Plans. Participants under such Qualified Plans, as well as Contract owners, annuitants and beneficiaries, are cautioned that the rights of any person to any benefits under such Qualified Plans may be subject to terms and conditions of the Plans themselves or limited by applicable law, regardless of the terms and conditions of the Contract issued in connection therewith. Qualified Plans generally provide for the tax deferral of income regardless of whether the Qualified Plan invests in an annuity or other investment. You should consider if the Contract is a suitable investment if you are investing through a Qualified Plan.

The following is only a general discussion about types of Qualified Plans for which the Contracts may be available. We are not the plan administrator for any Qualified Plan. The plan administrator or custodian, whichever is applicable, (but not us) is responsible for all Plan administrative duties including, but not limited to, notification of distribution options, disbursement of Plan benefits, handling any processing and administration of Qualified Plan loans, compliance regulatory requirements and federal and state tax reporting of income/distributions from the Plan to Plan participants and, if applicable, beneficiaries of Plan participants and IRA contributions from Plan participants. Our administrative duties are limited to administration of the Contract and any disbursements of any Contract benefits to the owner, annuitant or beneficiary of the Contract, as applicable. Our tax reporting responsibility is limited to federal and state tax reporting of income/distributions to the applicable payee and IRA contributions from the owner of a Contract, as recorded on our books and records. If you are purchasing a Qualified Contract, you should consult with your Plan administrator and/or a qualified tax adviser. You also should consult with a qualified tax adviser and/or Plan administrator before you withdraw any portion of your Account Value.

The tax rules applicable to Qualified Contracts and Qualified Plans, including restrictions on contributions and distributions, taxation of distributions and tax penalties, vary according to the type of Qualified Plan, as well as the terms and conditions of the Plan itself. Various tax penalties may apply to contributions in excess of specified limits, plan distributions (including loans) that do not comply with specified limits, or other restrictions and certain other transactions relating to such Plans. Accordingly, this summary provides only general information about the tax rules associated with use of a Qualified Contract in such a Qualified Plan. In addition, some Qualified Plans are subject to distribution and other requirements that are not incorporated into our administrative procedures. Owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions comply with applicable tax (and non-tax) law. Because of the complexity of these rules, owners, participants and beneficiaries are advised to consult with a qualified tax adviser as to specific tax consequences.

We do not currently offer the Contracts in connection with all of the types of Qualified Plans discussed below, and may not offer the Contracts for all types of Qualified Plans in the future.

1. Individual Retirement Annuities ("IRAs").

In addition to "traditional" IRAs governed by Code Sections 408(a) and (b) ("Traditional IRAs"), there are Roth IRAs governed by Code Section 408A, SEP IRAs governed by Code Section 408(k), and SIMPLE IRAs governed by Code Section 408(p). Also, Qualified Plans under Code Section 401, 403(b) or 457(b) may elect to provide for a separate account or annuity contract that accepts after-tax employee contributions and is treated as a "Deemed IRA" under Code Section 408(q), which is generally subject to the same rules and limitations as Traditional IRAs. Contributions to each of these types of IRAs are subject to differing limitations. The following is a very general description of each type of IRA for which a Contract is available.

a. Traditional IRAs

Traditional IRAs are subject to limits on the amounts that may be contributed each year, the persons who may be eligible to make contributions, and the time when minimum distributions must begin. Depending upon the circumstances of the individual, contributions to a Traditional IRA may be made on a deductible or non-deductible basis. Failure to take required minimum distributions ("RMDs") when the owner reaches their required beginning date (age 70½, 72, 73, or 75 depending on their date of birth) or dies, as described below, may result in imposition of a 25% (after 2022) or 50% (before 2023) additional tax on any excess of the RMD amount over the amount actually distributed. In addition, any amount received

before the owner reaches age 59½ or dies is subject to a 10% additional tax on premature distributions, unless an exception applies, as described below. Under Code Section 408(e), an IRA may not be used for borrowing (or as security for any loan) or in certain prohibited transactions, and such a transaction could lead to the complete tax disqualification of an IRA.

You (or your surviving spouse if you die) may rollover funds tax-free from certain existing Qualified Plans (such as proceeds from existing insurance contracts, annuity contracts or securities) into your Traditional IRA under certain circumstances, as indicated below. However, mandatory tax withholding of 20% may apply to any eligible rollover distribution from certain types of Qualified Plans if the distribution is not transferred directly to your Traditional IRA or another Qualified Plan. In addition, under Code Section 402(c)(11), a non-spouse "designated beneficiary" of a deceased Plan participant may make a tax-free "direct rollover" (in the form of a direct transfer between Plan fiduciaries, as described below in "Rollover Distributions") from certain Qualified Plans to a Traditional IRA for such beneficiary, but such Traditional IRA must be designated and treated as an "inherited IRA" that remains subject to applicable RMD rules (as if such IRA had been inherited from the deceased Plan participant).

b. SEP IRAs

Code Section 408(k) provides for a Traditional IRA in the form of an employer-sponsored defined contribution plan known as a Simplified Employee Pension ("SEP") or a SEP IRA. A SEP IRA can have employer contributions, employee and salary reduction contributions, as well as higher overall contribution limits than a Traditional IRA, but a SEP is also subject to special tax-qualification requirements (e.g., on participation, nondiscrimination and withdrawals) and sanctions. Otherwise, a SEP IRA is generally subject to the same tax rules as for a Traditional IRA, which are described above. Please note that the IRA rider for the Contract has provisions that are designed to maintain the Contract's tax qualification as an IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract's tax qualification.

c. SIMPLE IRAs

The Savings Incentive Match Plan for Employees of Small Employers ("SIMPLE Plan") is a form of an employer-sponsored Qualified Plan that provides IRA benefits for the participating employees ("SIMPLE IRAs"). Depending upon the SIMPLE Plan, employers may make plan contributions into a SIMPLE IRA established by each eligible participant. Like a Traditional IRA, a SIMPLE IRA is subject to the 25% or 50% additional tax for failure to make a full RMD, and to the 10% additional tax on premature distributions, as described below. In addition, the 10% additional tax is increased to 25% for amounts received during the 2-year period beginning on the date you first participated in a qualified salary reduction arrangement pursuant to a SIMPLE Plan maintained by your employer under Code Section 408(p)(2). Contributions to a SIMPLE IRA may be either salary deferral contributions or employer contributions, and these are subject to different tax limits from those for a Traditional IRA. Please note that the SIMPLE IRA rider for the Contract has provisions that are designed to maintain the Contract's tax qualification as an SIMPLE IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract's tax qualification.

A SIMPLE Plan may designate a single financial institution (a Designated Financial Institution) as the initial trustee, custodian or issuer (in the case of an annuity contract) of the SIMPLE IRA set up for each eligible participant. However, any such Plan also must allow each eligible participant to have the balance in his SIMPLE IRA held by the Designated Financial Institution transferred without cost or penalty to a SIMPLE IRA maintained by a different financial institution. Absent a Designated Financial Institution, each eligible participant must select the financial institution to hold his SIMPLE IRA, and notify his employer of this selection.

If we do not serve as the Designated Financial Institution for your employer's SIMPLE Plan, for you to use one of our Contracts as a SIMPLE IRA, you need to provide your employer with appropriate notification of such a selection under the SIMPLE Plan. If you choose, you may arrange for a qualifying transfer of any amounts currently held in another SIMPLE IRA for your benefit to your SIMPLE IRA with us.

d. Roth IRAs

Code Section 408A permits eligible individuals to establish a Roth IRA. Contributions to a Roth IRA are not deductible, but withdrawals of amounts contributed and the earnings thereon that meet certain requirements are not subject to federal income tax. In general, Roth IRAs are subject to limitations on the amounts that may be contributed by the persons who may be eligible to contribute, certain Traditional IRA restrictions, and certain RMD rules on the death of the Contract owner. Unlike a Traditional IRA, Roth IRAs are not subject to RMD rules during the Contract owner's lifetime. Generally, however, upon the owner's death the amount remaining in a Roth IRA must be distributed in accordance with the rules similar to those of a traditional IRA. Prior to January 1, 2018, the owner of a Traditional IRA or other qualified plan assets could recharacterize a Traditional IRA into a Roth IRA under certain circumstances. Effective January 1, 2018, a Traditional IRA or other qualified plan cannot be recharacterized as a Roth IRA. Tax-free rollovers from a Roth IRA can be made only to another Roth IRA under limited circumstances, as indicated below. After 2007, distributions from eligible Qualified Plans can be "rolled over" directly (subject to tax) into a Roth IRA under certain circumstances. Anyone considering the purchase of a Qualified Contract as a Roth IRA or a "conversion" Roth IRA should consult with a qualified tax adviser. Please note that the

Roth IRA rider for the Contract has provisions that are designed to maintain the Contract's tax qualification as a Roth IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract's tax qualification.

2. Qualified Pension or Profit-Sharing Plan or Section 401(k) Plan

Provisions of the Code permit eligible employers to establish a tax-qualified pension or profit sharing plan (described in Section 401(a), and Section 401(k) if applicable, and exempt from taxation under Section 501(a)). Such a Plan is subject to limitations on the amounts that may be contributed, the persons who may be eligible to participate, the amounts of "incidental" death benefits, and the time when RMDs must commence. In addition, a Plan's provision of incidental benefits may result in currently taxable income to the participant for some or all of such benefits. Amounts may be rolled over tax-free from a Qualified Plan to another Qualified Plan under certain circumstances, as described below. Anyone considering the use of a Qualified Contract in connection with such a Qualified Plan should seek competent tax and other legal advice.

In particular, please note that these tax rules provide for limits on death benefits provided by a Qualified Plan (to keep such death benefits "incidental" to qualified retirement benefits), and a Qualified Plan (or a Qualified Contract) often contains provisions that effectively limit such death benefits to preserve the tax qualification of the Qualified Plan (or Qualified Contract). In addition, various tax-qualification rules for Qualified Plans specifically limit increases in benefits once RMDs begin, and Qualified Contracts are subject to such limits. As a result, the amounts of certain benefits that can be provided by any option under a Qualified Contract may be limited by the provisions of the Qualified Contract or governing Qualified Plan that are designed to preserve its tax qualification.

3. Deferred Compensation Plans under Section 457 ("Section 457 Plans")

Certain governmental employers, or tax-exempt employers other than a governmental entity, can establish a Deferred Compensation Plan under Code Section 457. For these purposes, a “governmental employer” is a State, a political subdivision of a State, or an agency or an instrumentality of a State or political subdivision of a State. A Deferred Compensation Plan that meets the requirements of Code Section 457(b) is called an “Eligible Deferred Compensation Plan” or “Section 457(b) Plan.” Code Section 457(b) limits the amount of contributions that can be made to an Eligible Deferred Compensation Plan on behalf of a participant. Generally, the limitation on contributions is the lesser of (1) 100% of a participant’s includible compensation or (2) the applicable dollar amount ($23,000 for 2024). The Plan may provide for additional “catch-up” contributions. In addition, under Code Section 457(d) a Section 457(b) Plan may not make amounts available for distribution to participants or beneficiaries before (1) the calendar year in which the participant attains age 701⁄2, (2) the participant has a severance from employment (including death), (3) the participant is faced with an unforeseeable emergency (as determined in accordance with regulations), or (4) distributions made after 12/31/2025 for qualified long term care distributions as described in Code Section 401(a)(39).

Under Code Section 457(g) all of the assets and income of an Eligible Deferred Compensation Plan for a governmental employer must be held in trust for the exclusive benefit of participants and their beneficiaries. For this purpose, annuity contracts and custodial accounts described in Code Section 401(f) are treated as trusts. This trust requirement does not apply to amounts under an Eligible Deferred Compensation Plan of a tax-exempt (non-governmental) employer. In addition, this trust requirement does not apply to amounts held under a Deferred Compensation Plan of a governmental employer that is not a Section 457(b) Plan. Where the trust requirement does not apply, amounts held under a Section 457 Plan must remain subject to the claims of the employer's general creditors under Code Section 457(b)(6).

4. Taxation of Amounts Received from Qualified Plans

Except under certain circumstances in the case of Roth IRAs, amounts received from Qualified Contracts or Plans generally are taxed as ordinary income under Code Section 72, to the extent that they are not treated as a tax-free recovery of after-tax contributions or other "investment in the contract." For annuity payments and other amounts received after the Annuity Commencement Date from a Qualified Contract or Plan, the tax rules for determining what portion of each amount received represents a tax-free recovery of "investment in the contract" are generally the same as for Non-Qualified Contracts, as described above.

For non-periodic amounts from certain Qualified Contracts or Plans, Code Section 72(e)(8) provides special rules that generally treat a portion of each amount received as a tax-free recovery of the "investment in the contract," based on the ratio of the "investment in the contract" over the Account Value at the time of distribution. However, in determining such a ratio, certain aggregation rules may apply and may vary, depending on the type of Qualified Contract or Plan. For instance, all Traditional IRAs owned by the same individual are generally aggregated for these purposes, but such an aggregation does not include any IRA inherited by such individual or any Roth IRA owned by such individual.

In addition, additional taxes, mandatory tax withholding or rollover rules may apply to amounts received from a Qualified Contract or Plan, as indicated below, and certain exclusions may apply to certain distributions (e.g., distributions from an eligible Government Plan to pay qualified health insurance premiums of an eligible retired public safety officer or, during 2011, certain distributions from an IRA for charitable purposes). Accordingly, you are advised to consult with a qualified tax adviser before taking or receiving any amount (including a loan) from a Qualified Contract or Plan.

5. Additional Taxes for Qualified Plans

Unlike Non-Qualified Contracts, Qualified Contracts are subject to federal additional taxes not just on premature distributions, but also on excess contributions and failures to take required minimum distributions ("RMDs"). Additional taxes on excess contributions can vary by type of Qualified Plan and which person made the excess contribution (e.g., employer or an employee). The additional taxes on premature distributions and failures to make timely RMDs are more uniform, and are described in more detail below.

a. Additional Taxes on Premature Distributions

Code Section 72(t) imposes an additional income tax equal to 10% of the taxable portion of a distribution from certain types of Qualified Plans that is made before the employee reaches age 59½. However, this 10% additional tax does not apply to a distribution that is either:

(i) made to a beneficiary (or to the employee's estate) on or after the employee's death;

(ii) attributable to the employee's becoming disabled under Code Section 72(m)(7);

(iii) part of a series of substantially equal periodic payments (not less frequently than annually - "SEPPs") made for the life (or life expectancy) of the employee or the joint lives (or joint life expectancies) of such employee and a designated beneficiary ("SEPP Exception"), and for certain Qualified Plans (other than IRAs) such a series must begin after the employee separates from service;

(iv) (except for IRAs) made to an employee after separation from service after reaching age 55 (or made after age 50 in the case of a qualified public safety employee separated from certain government plans);

(v) (except for IRAs) made to an alternate payee pursuant to a qualified domestic relations order under Code Section 414(p) (a similar exception for IRAs in Code Section 408(d)(6) covers certain transfers for the benefit of a spouse or ex-spouse);

(vi) not greater than the amount allowable as a deduction to the employee for eligible medical expenses during the taxable year;

(vii) certain qualified reservist distributions under Code Section 72(t)(2)(G) upon a call to active duty, or

(viii) for the birth or adoption of a child under Code Section 72(t)(2)(H).

(ix) made an account of an IRS levy on the Qualified Plan under Code Section 72(t)(2)(A)(vii); or

(x) made as a "direct rollover" or other timely rollover to an Eligible Retirement Plan, as described below.

In addition, the 10% additional tax does not apply to a distribution from an IRA that is either:

(xi) made after separation from employment to an unemployed IRA owner for health insurance premiums, if certain conditions are met;

(xii) not in excess of the amount of certain qualifying higher education expenses, as defined by Code Section 72(t)(7);

(xiii) for a qualified first-time homebuyer and meets the requirements of Code Section 72(t)(8);

(xiv) made after 12/31/2023 for certain emergency expenses pursuant to Code Section 72(t)(2)(I);

(xv) made after 12/31/2023 for domestic abuse cases pursuant to Code Section 72(t)(2)(K);

(xvi) for a terminally ill individual pursuant to Code Section 72(t)(2)(L);

(xvii) in connection with federally declared disasters pursuant to Code Section 72(t)(2)(M); or

(xviii) made after 12/29/2025 for qualified long term case distributions pursuant to Code Section 72(t)(2)(N).

If the taxpayer avoids this 10% additional tax by qualifying for the SEPP Exception and later such series of payments is modified (other than by death, disability or a method change allowed by Rev. Rul. 2002-62), the 10% additional tax will be applied retroactively to all the prior periodic payments (i.e., additional tax plus interest thereon), unless such modification is made after both (a) the employee has reached age 59½ and (b) 5 years have elapsed since the first of these periodic payments.

For any premature distribution from a SIMPLE IRA during the first 2 years that an individual participates in a salary reduction arrangement maintained by that individual's employer under a SIMPLE Plan, the 10% additional tax rate is increased to 25%.

b. RMDs and 25% to 50% Additional Tax

If the amount distributed from a Qualified Contract or Plan is less than the amount of the required minimum distribution ("RMD") for the year, the participant is subject to a 25% (after 2022) or 50% (before 2023) additional tax on the amount that has not been timely distributed.

An individual's interest in a Qualified Plan generally must be distributed, or begin to be distributed, not later than the Required Beginning Date. Generally, the Required Beginning Date is April 1 of the calendar year following the later of:

(i) the calendar year in which the individual attains:

(a) Age 70-1/2 for tax years through 2019;

(b) Age 72 for tax years 2020 through 2022;

(d) Age 75 for tax years after 2032; or

(ii) Except in the case of an IRA or a 5% owner, as defined in the Code) the calendar year in which a participant retires from service with the employer sponsoring a Qualified Plan that allows such a later Required Beginning Date.

The entire interest of the individual must be distributed beginning no later than the Required Beginning Date over -

(a) the life of the individual or the lives of the individual and a designated beneficiary (as specified in the Code), or

(b) over a period not extending beyond the life expectancy of the individual or the joint life expectancy of the individual and a designated beneficiary.

Different rules apply to beneficiaries if an individual died prior to 2020 or in 2020 and subsequent years.

(i) Individuals who died prior to 2020

(a) If an individual dies before reaching the Required Beginning Date, the individual’s entire interest generally must be distributed within 5 years after the individual’s death. However, this RMD rule will be deemed satisfied if distributions begin before the close of the calendar year following the individual’s death to a designated beneficiary and distribution is over the life of such designated beneficiary (or over a period not extending beyond the life expectancy of such beneficiary). If the individual’s surviving spouse is the sole designated beneficiary, distributions may be delayed until the deceased individual would have attained age 70-1/2.

(b) If an individual dies after RMDs have begun for such individual, any remainder of the individual’s interest generally must be distributed at least as rapidly as under the method of distribution in effect at the time of the individual’s death.

(ii) Individuals who die in 2020 and subsequent years

(a) For eligible designated beneficiaries as defined in Code Section 401(a)(9)(E)(ii), the RMD rule will be deemed satisfied if distributions begin before the close of the calendar year following the individual’s death to a designated beneficiary and distribution is over the life of such designated beneficiary (or over a period not extending beyond the life expectancy of such beneficiary). If the individual’s surviving spouse is the sole designated beneficiary, distributions may be delayed until the deceased individual would have attained age 72.

(b) For all other designated beneficiaries the individual’s entire interest generally must be distributed by the end of the calendar year containing the tenth anniversary of the individual’s death.

The RMD rules that apply while the Contract owner is alive do not apply with respect to Roth IRAs. The RMD rules applicable after the death of the owner apply to all Qualified Plans, including Roth IRAs. In addition, if the owner of a Traditional or Roth IRA dies and the owner's surviving spouse is the sole designated beneficiary, this surviving spouse may elect to treat the Traditional or Roth IRA as his or her own.

The RMD amount for each year is determined generally by dividing the account balance by the applicable life expectancy. This account balance is generally based upon the account value as of the close of business on the last day of the previous calendar year. RMD incidental benefit rules also may require a larger annual RMD amount, particularly when distributions are made over the joint lives of the owner and an individual other than his or her spouse. RMDs also can be made in the form of annuity payments that satisfy the rules set forth in Regulations under the Code relating to RMDs.

In addition, in computing any RMD amount based on a contract's account value, such account value must include the actuarial value of certain additional benefits provided by the contract. As a result, electing an optional benefit under a Qualified Contract may require the RMD amount for such Qualified Contract to be increased each year, and expose such additional RMD amount to the 50% additional tax for RMDs if such additional RMD amount is not timely distributed.

6. Tax Withholding for Qualified Plans

Distributions from a Qualified Contract or Qualified Plan generally are subject to federal income tax withholding requirements. These federal income tax withholding requirements, including any "elections out" and the rate at which withholding applies, generally are the same as for periodic and non-periodic distributions from a Non-Qualified Contract, as described above, except where the distribution is an "eligible rollover distribution" (described below in "Rollover Distributions"). In the latter case, tax withholding is mandatory at a rate of 20% of the taxable portion of the "eligible rollover distribution," to the extent it is not directly rolled over to an IRA or other Eligible Retirement Plan (described below in "Rollover Distributions"). Payees cannot elect out of this mandatory 20% withholding in the case of such an "eligible rollover distribution."

Also, special withholding rules apply with respect to distributions from non-governmental Section 457(b) Plans, and to distributions made to individuals who are neither citizens nor resident aliens of the United States.

Regardless of any "election out" (or any actual amount of tax actually withheld) on an amount received from a Qualified Contract or Plan, the payee is generally liable for any failure to pay the full amount of tax due on the includable portion of such amount received. A payee also may be required to pay penalties under-estimated income tax rules, if the withholding and estimated tax payments are insufficient to satisfy the payee's total tax liability.

7. Rollover Distributions

The current tax rules and limits for tax-free rollovers and transfers between Qualified Plans vary according to (1) the type of transferor Plan and transferee Plan, (2) whether the amount involved is transferred directly between Plan fiduciaries (a "direct transfer" or a "direct rollover") or is distributed first to a participant or beneficiary who then transfers that amount back into another eligible Plan within 60 days (a "60-day rollover"), and (3) whether the distribution is made to a participant, spouse or other beneficiary. Accordingly, we advise you to consult with a qualified tax adviser before receiving any amount from a Qualified Contract or Plan or attempting some form of rollover or transfer with a Qualified Contract or Plan.

For instance, generally any amount can be transferred directly from one type of Qualified Plan to the same type of Plan for the benefit of the same individual, without limit (or federal income tax), if the transferee Plan is subject to the same kinds of restrictions as the transfer or Plan and certain other conditions to maintain the applicable tax qualification are satisfied. Such a "direct transfer" between the same kinds of Plan is generally not treated as any form of "distribution" out of such a Plan for federal income tax purposes.

By contrast, an amount distributed from one type of Plan into a different type of Plan generally is treated as a "distribution" out of the first Plan for federal income tax purposes, and therefore to avoid being subject to federal income tax, such a distribution must qualify either as a "direct rollover" (made directly to another Plan fiduciary) or as a "60-day rollover." The tax restrictions and other rules for a "direct rollover" and a "60-day rollover" are similar in many ways, but if any "eligible rollover distribution" made from certain types of Qualified Plan is not transferred directly to another Plan fiduciary by a "direct rollover," then it is subject to mandatory 20% withholding, even if it is later contributed to that same Plan or other Qualified Plan in a "60-day rollover" by the recipient. If any amount less than 100% of such a distribution (e.g., the net amount after the 20% withholding) is transferred to another Plan in a "60-day rollover," the missing amount that is not rolled over remains subject to normal income tax plus any applicable additional tax (e.g., 10% additional tax on early distributions).

Under Code Sections 402(f)(2)(A) and 3405(c)(3) an "eligible rollover distribution" (which is both eligible for rollover treatment and subject to 20% mandatory withholding absent a "direct rollover") is generally any distribution to an employee of any portion (or all) of the balance to the employee's credit in any of the following types of "Eligible Retirement Plan": (1) a Qualified Plan under Code Section 401(a) ("Qualified 401(a) Plan"), (2) a qualified annuity plan under Code Section 403(a) ("Qualified Annuity Plan"), (3) a governmental Section 457(b) Plan. However, an "eligible rollover distribution" does not include any distribution that is either:

a. an RMD amount;

b. one of a series of substantially equal periodic payments (not less frequently than annually) made either (i) for the life (or life expectancy) of the employee or the joint lives (or joint life expectancies) of the employee and a designated beneficiary, or (ii) for a specified period of 10 years or more; or

c. any distribution made upon hardship of the employee.

Before making an "eligible rollover distribution," a Plan administrator generally is required under Code Section 402(f) to provide the recipient with advance written notice of the "direct rollover" and "60-day rollover" rules and the distribution's exposure to the 20% mandatory withholding if it is not made by "direct rollover." Generally, under Code Sections 402(c) and 457(e)(16), a "direct rollover" or a "60-day rollover" of an "eligible rollover distribution" can be made to a Traditional IRA or to another Eligible Retirement Plan that agrees to accept such a rollover. However, the maximum amount of an "eligible rollover distribution" that can qualify for a tax-free "60-day rollover" is limited to the amount that otherwise would be includable in gross income. By contrast, a "direct rollover" of an "eligible rollover distribution" can include after-tax

contributions as well, if the direct rollover is made either to a Traditional IRA or to another form of Eligible Retirement Plan that agrees to account separately for such a rollover, including accounting for such after-tax amounts separately from the otherwise taxable portion of this rollover. Separate accounting also is required for all amounts (taxable or not) that are rolled into a governmental Section 457(b) Plan from either a Qualified Section 401(a) Plan, Qualified Annuity Plan, TSA or IRA. These amounts, when later distributed from the governmental Section 457(b) Plan, are subject to any premature distribution additional tax applicable to distributions from such a "predecessor" Qualified Plan.

Rollover rules for distributions from IRAs under Code Sections 408(d)(3) and 408A(d)(3) also vary according to the type of transferor IRA and type of transferee IRA or other Plan. For instance, generally no tax-free "direct rollover" or "60-day rollover" can be made between a "NonRoth IRA" (Traditional, SEP or SIMPLE IRA) and a Roth IRA, and a transfer from NonRoth IRA to a Roth IRA, or a "conversion" of a NonRoth IRA to a Roth IRA, is subject to special rules. In addition, generally no tax-free "direct rollover" or "60-day rollover" can be made between an "inherited IRA" (NonRoth or Roth) for a beneficiary and an IRA set up by that same individual as the original owner. Generally, any amount other than an RMD distributed from a Traditional or SEP IRA is eligible for a "direct rollover" or a "60-day rollover" to another Traditional IRA for the same individual. Similarly, any amount other than an RMD distributed from a Roth IRA is generally eligible for a "direct rollover" or a "60-day rollover" to another Roth IRA for the same individual. However, in either case such a tax-free 60-day rollover is limited to one per year (365-day period); whereas no 1-year limit applies to any such "direct rollover." Similar rules apply to a "direct rollover" or a "60-day rollover" of a distribution from a SIMPLE IRA to another SIMPLE IRA or a Traditional IRA, except that any distribution of employer contributions from a SIMPLE IRA during the initial 2-year period in which the individual participates in the employer's SIMPLE Plan is generally disqualified (and subject to the 25% additional tax on premature distributions) if it is not rolled into another SIMPLE IRA for that individual. Amounts other than RMDs distributed from a Traditional or SEP IRA (or SIMPLE IRA after the initial 2-year period) also are eligible for a "direct rollover" or a "60-day rollover" to an Eligible Retirement Plan (e.g., a TSA) that accepts such a rollover, but any such rollover is limited to the amount of the distribution that otherwise would be includable in gross income (i.e., after-tax contributions are not eligible).

Special rules also apply to transfers or rollovers for the benefit of a spouse (or ex-spouse) or a non-spouse designated beneficiary, Plan distributions of property, and obtaining a waiver of the 60-day limit for a tax-free rollover from the IRS.

Other rules and exceptions may apply, so please consult with a qualified tax adviser.

Information About Talcott Resolution Life Insurance Company and Financial Statements

Forward-Looking Statements

Certain of the statements contained herein are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “projects,” and similar references to future periods.

Forward-looking statements are based on management's current expectations and assumptions regarding future economic, competitive, legislative and other developments and their potential effect upon Talcott Resolution Life Insurance Company and its subsidiaries (collectively, the “Company”). Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from expectations, depending on the evolution of various factors, including the risks and uncertainties identified below, as well as factors described in such forward-looking statements or in the Risk Factors section, in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), and those identified from time to time in our other filings with the Securities and Exchange Commission ("SEC").

•Risks Relating to Economic, Political and Global Market Conditions:

◦challenges related to the Company's current operating environment, including global, political, economic and market conditions, and the effect of financial market disruptions, economic downturns or other potentially adverse macroeconomic developments on our products, the returns in our investment portfolios and the hedging costs associated with our annuity block;

◦financial risk related to the continued reinvestment of our investment portfolios and performance of our hedge program for our declining annuity block;

◦market risks associated with our business, including changes in credit spreads, equity prices, interest rates, market volatility and foreign exchange rates;

•Insurance Industry and Product-Related Risks:

◦volatility in our statutory earnings and earnings calculated in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and potential material changes to our results resulting from our risk management program emphasizing protection of economic value;

◦the possibility of a public health crisis, terrorist attack, or other natural or man-made disaster that may increase the Company’s mortality exposure and adversely affect its businesses;

◦the possibility of losses from increased life expectancy trends among policyholders receiving long-term life contingent benefit payments;

◦the possibility that the liability reserves for our payout annuities may be inadequate if there are medical improvements or other technological improvements that change our mortality assumptions;

◦the possibility of policyholders utilizing benefits within their fixed or variable annuity contracts in a manner or to a degree different than Company expectations, particularly during adverse market conditions;

•Financial Strength, Credit and Counterparty Risks:

◦risks to our business, financial position, prospects and results associated with negative rating actions or downgrades in the Company's financial strength and credit ratings or negative rating actions or downgrades relating to our investments;

◦the impact on our statutory capital of various factors, including many that are outside the Company’s control, which can in turn affect our credit and financial strength ratings, cost of capital, regulatory compliance and other aspects of our business and results;

◦losses due to nonperformance or defaults by others, including sourcing partners, derivative counterparties and other third parties;

◦the potential that the allowance for credit losses ("ACL") on reinsurance is inadequate for losses due to our reinsurers' unwillingness or inability to meet their obligations under reinsurance contracts;

◦regulatory limitations on the ability of the Company and certain of its subsidiaries to declare and pay dividends;

•Risks Relating to Estimates, Assumptions and Valuations:

◦risk associated with the use of analytical models in making decisions in key areas such as capital management, hedging and reserving;

◦the potential for differing interpretations of the methodologies, estimations and assumptions that underlie the Company’s fair value estimates for its investments and the evaluation of credit losses on fixed maturities, available-for-sale ("AFS") securities;

◦the potential for an increase in reserve for certain guaranteed benefits in our variable annuities and fixed indexed annuities;

◦the potential for impairment on goodwill balances;

◦the potential for valuation allowances against deferred tax assets;

•Strategic and Operational Risks:

◦the Company’s ability to effectively administer its products without disruption, maintain the availability of its systems and safeguard the security of its data in the event of a public health crisis or other disaster, cyber or other information security incident or other unanticipated event;

◦the potential for difficulties arising from outsourcing and similar third-party relationships;

◦the ability of the Company's assumed reinsurance counterparties to effectively administer its ceded and assumed reinsured products and provide timely and accurate reporting under the reinsurance agreement;

◦the risks, challenges and uncertainties associated with the Company's initiatives and other actions, which may include acquisitions and divestitures;

•Regulatory and Legal Risks:

◦the cost and other potential effects of increased regulatory and legislative developments, including those that could adversely impact the Company’s operating costs and required capital levels;

◦unfavorable judicial or legislative developments;

◦the impact of potential changes in accounting and financial reporting requirements of the liability for future policy benefits, including how we account for our long-duration insurance contracts, including the discounting of life contingent fixed annuities; and

◦the impact of potential legislative changes relating to the taxation of the Company.

Any forward-looking statement made by the Company in this document speaks only as of the date of this report. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

BUSINESS

(Dollar amounts in millions unless otherwise stated)

General

Talcott Resolution Life Insurance Company, together with its consolidated subsidiaries, (collectively, "TL," the "Company," "we" or "our") is a life insurance and annuity company and comprehensive risk solutions-provider in the United States ("U.S."). The Company is a wholly-owned subsidiary of TR Re, Ltd. ("TR Re"), a Bermuda based entity. Talcott Resolution Life, Inc. ("TLI"), a Delaware corporation and Talcott Holdings, L.P. ("THLP") are indirect parents of the Company and the Company has an ultimate parent of Talcott Financial Group, Ltd. ("TFG"). In 2021, the Company was acquired by an affiliate of Sixth Street, a global investment firm. Through that acquisition (“Sixth Street Acquisition”), TFG indirectly obtained 100% control of the Company’s indirect parent and its life and annuity operating subsidiaries, including the Company.

Organization

The Company's vision is to be an innovative thought-leader and solutions-provider for the life insurance industry while honoring the Company's obligations to its contractholders. Upon the Company's acquisition by Sixth Street, the Company's strategy changed to be one of a life insurance aggregator through reinsurance. Since the Sixth Street Acquisition, the Company has participated in multiple assumed reinsurance transactions that have positioned the Company, as part of the Talcott Financial Group, as a leading participant in this area of the life insurance marketplace.

In addition to engaging in assumed insurance from external life insurance companies, the Company also reinsures various insurance reserves to its direct parent, TR Re. In 2021, pursuant to a reorganization approved by the Connecticut Department of Insurance ("CTDOI"), the Company’s indirect parent contributed the Company to TR Re and TR Re subsequently became the Company's direct parent. TR Re was formed on June 28, 2021 and is an approved Class E insurer under the Bermuda Monetary Authority. The Company has engaged in several reinsurance transactions with TR Re since 2021, including reinsuring reserves that existed prior to the Sixth Street Acquisition, as well as retroceding assumed reinsurance from external life insurance companies.

As of December 31, 2023, the Company managed approximately 446 thousand annuity contracts with an account value of approximately $38 billion gross of reinsurance, and private placement life insurance with an account value of approximately $42 billion. Since the Sixth Street Acquisition and as of December 31, 2023, the Company has assumed fixed indexed annuities ("FIA") of approximately $7 billion and variable annuities ("VA") of approximately $6 billion.

The Company’s total assets and total stockholder’s equity were approximately $152 billion and $1.1 billion, respectively, as of December 31, 2023.

Products

The Company’s principal products, either offered directly to customers or via assumed reinsurance, include VA, fixed and payout annuities, FIA and private placement products. The Company ceased new sales in 2012. The Company previously sold fixed annuities and VA, individual life insurance, retirement plans, payout annuity products, private placement life insurance and group life and group and individual disability benefits. In 2013, the Company sold its retirement plans business and substantially all of its individual life business via reinsurance transactions.

The following summarizes the retained account value, by product:

Retained_Account_Values_as_of___December_31,_2023__(in_billions).jpg

Variable Annuities

The Company offered and assumes VA contracts with additional contract features including guaranteed minimum death benefits ("GMDB") and guaranteed minimum withdrawal benefits ("GMWB"). GMDB riders on VA provide a death benefit during the accumulation phase that is generally equal to the greater of (a) the contract value at death or (b) premium payments less any prior withdrawals and may include adjustments that increase the benefit, such as for maximum anniversary value ("MAV"). For the Company's products with life-contingent GMWB riders, the withdrawal benefit can exceed the guaranteed remaining balance ("GRB"), which is generally equal to premiums less withdrawals. Payments of the GRB can also be non-life contingent.

The Company reinsures a majority of its directly written GMDB and GMWB business.

Fixed Indexed Annuities

FIA represent annuity contracts issued by another insurance company under which the Company assumes a quota share of the liabilities through reinsurance. These annuity contracts have a cash value that appreciates based on a minimum guaranteed credited rate, or the performance of market indices, such as the S&P 500. FIA generally protect the contract owner against loss of principal and may include living withdrawal benefits or enhanced annuitization benefits. FIAs allow the policyholder to elect a fixed interest rate return or an equity market component for which interest credited is based on the performance of certain equity market indices.

Guaranteed lifetime withdrawal benefits ("GLWB") on FIA contracts allow guaranteed lifetime withdrawals even if account value is otherwise insufficient. Certain FIA contracts contain a second notional account value which provides additional annuitization benefits.

The Company reinsures the majority of its assumed FIA.

Fixed and Payout Annuities

Fixed annuities represent fixed insurance contracts entered into between the Company and an individual policyholder or assumed through reinsurance with other insurers. These products guarantee a minimum rate of interest and fixed amount of periodic payments.

Payout annuities are primarily in the form of structured settlements and terminal funding agreements. Structured settlements are contracts that provide periodic payments to claimants in settlement of a claim, a portion of which is related to the Company's settlement of property and casualty insurance claims from other insurance companies. Terminal funding agreements are single premium group annuities, most typically purchased by companies to fund pension plan liabilities. These also include single premium immediate payouts, deferred and matured contracts.

Private Placement Life Insurance

Private placement life insurance represents variable life insurance policies that have a cash value, which appreciates based on investment performance of funds held and includes individual high net worth and corporate owned life insurance.

Investment Contracts & Other Reserves

Investment contracts include non-life contingent payout annuities, institutional and governmental deposits and fixed annuities. In addition, the Company’s other reserves include policyholder account balances associated with our life insurance businesses, primarily whole life and guaranteed term life insurance contracts.

Reserves

The Company and its insurance subsidiaries establish and carry as liabilities, reserves for their insurance products to estimate the following:

•liabilities for future policy benefits, representing reserve amounts associated with non-participating traditional life insurance contracts and limited payment life-contingent annuity contracts that are calculated to meet the various policy and contract obligations;

•market benefit reserve contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose the Company to an other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawals. Market risk benefits are recorded at fair value;

•non-variable account values, representing the reserve amounts equal to a contract's deposits, less withdrawals and adjusted by investment performance net of fees and charges;

•reserves for FIA, including the host contract, which is the non-variable guaranteed minimum contract value and the fair value of an embedded derivative guarantee, representing present value of cash flows attributable to the indexed strategies.

Refer to Note 1 – Basis of Presentation and Significant Accounting Policies of Notes to the Company’s Consolidated Financial Statements and the MD&A – Critical Accounting Estimates for additional information on the Company’s reserving methodologies.

Reinsurance

As part of the Company’s strategy as a life insurance aggregator through reinsurance, the Company cedes insurance to affiliated and unaffiliated insurers to enable the Company to manage capital and risk exposure. Such arrangements do not relieve the Company of its primary liability to policyholders or cedants whom we engage. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company regularly monitors the financial condition and ratings of its reinsurers and structures agreements to provide collateral funds where necessary. Reinsurance accounting is followed for ceded transactions that provide indemnification against loss or liability relating to insurance risk (i.e. risk transfer). If the ceded transactions do not provide risk transfer, the Company accounts for these transactions as financing transactions.

The Company also assumes and reinsures in-force blocks and flow reinsurance. The Company assumes reinsurance from unaffiliated insurers in order to provide additional diversification of earnings and insurance exposures. The Company currently relies on the policy issuing company for administration of certain reinsured business and the Company maintains assets in trusts supporting the assumed reserve for the benefit of the issuing company. Reinsurance accounting is followed for assumed contracts that provide for risk transfer.

Investment Operations

The Company's investment portfolios supporting its direct insurance business are managed by Hartford Investment Management Company (“HIMCO”) for its general investments, as well as Pacific Investment Management Company ("PIMCO") related to the assets supporting certain assumed reserves. Both companies manage the Company's portfolios to maximize economic value, and generate the returns necessary to support the Company’s various product and reinsurance obligations, within internally established objectives, guidelines and risk tolerances. In addition, the Company has an agreement with Sixth Street for investment management services, in order to diversify the Company’s investment management capabilities and to leverage the specialty knowledge of Sixth Street with respect to certain asset classes. The portfolio objectives and guidelines are developed based upon the asset/liability profile, including duration, convexity and other characteristics within specified risk tolerances. The risk tolerances considered include, but are not limited to, asset sector, credit issuer allocation limits and maximum portfolio limits for below investment grade holdings. The Company attempts to minimize adverse impacts to the portfolio and the Company’s results of operations

from changes in economic conditions through asset diversification, asset allocation limits, asset/liability duration matching and through the use of derivatives. For further discussion on HIMCO's and PIMCO's investment portfolio management approaches, see the MD&A".

Enterprise Risk Management

The Company has insurance, operational and financial risks. For discussion on how the Company manages these risks, see MD&A - Enterprise Risk Management.

Competition

We compete with other providers of retirement savings and accumulation products. Although the Company is not actively selling new policies, we believe our existing product features and customer service capabilities, and our risk management strategies, provide an attractive value for the retention of existing customers.

Regulations

State Insurance Department Regulation. State insurance laws are intended to supervise and regulate insurers with the goal of protecting policyholders and ensuring the solvency of the insurers. As such, the insurance laws and regulations grant broad authority to state insurance departments (the “Departments”) to oversee and regulate the business of insurance. The Departments monitor the financial stability of an insurer by requiring insurers to maintain certain solvency standards and minimum capital and surplus requirements; invested asset requirements; state deposits of securities; guaranty fund premiums and assessments to cover certain obligations of insolvent insurance companies; restrictions on the size of risks which may be insured under a single policy; and adequate reserves and other necessary provisions for unearned premiums, benefits and losses and other liabilities, both reported and unreported. In addition, the Departments perform periodic market and financial examinations of insurers and require insurers to file annual and other reports on the financial condition of the companies. Policyholder protection is also regulated by the Departments through licensing of insurers, agents and brokers and others; approval of premium rates and policy forms; claims administration requirements; and maintenance of minimum rates for accumulation of surrender values.

Many states also have laws regulating insurance holding company systems. These laws require insurance companies, which are formed and chartered in the state (referred to as “domestic insurers”), to register with the state department of insurance (referred to as their “domestic state or regulator”) and file information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Insurance holding company regulations principally relate to (i) state insurance approval of the acquisition of domestic insurers, (ii) prior review or approval of certain transactions between the domestic insurer and its affiliates, and (iii) regulation of dividends made by the domestic insurer. All transactions within a holding company system affecting domestic insurers must be determined to be fair and equitable.

The National Association of Insurance Commissioners (“NAIC”), the organization that works to promote standardization of best practices and assists state insurance regulatory authorities and insurers, conducted the “Solvency Modernization Initiative” (the “Solvency Initiative”). The effort focused on reviewing the U.S. financial regulatory system and financial regulation affecting insurance companies including: (1) capital requirements; (2) corporate governance and risk management; (3) group supervision; (4) statutory accounting and financial reporting; and (5) reinsurance. As a result of the Solvency Initiative, among other items, the NAIC adopted the Corporate Governance Annual Disclosure Model Act, which was enacted by the Company’s lead domestic state of Connecticut. The model law requires insurers to make an annual confidential filing regarding their corporate governance policies. In addition, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment Model Act (“ORSA”), which also has been adopted by Connecticut. ORSA requires insurers to maintain a risk management framework and conduct an internal risk and solvency assessment of the insurer’s material risks in normal and stressed environments. Many state insurance holding company laws, including those of Connecticut, have also been amended to require insurers to file an annual confidential enterprise risk report with their lead domestic regulator, disclosing material risks within the entire holding company system that could pose an enterprise risk to the insurer.

Federal Securities Regulation. Prior to the Company ceasing new sales in 2012, the Company sold variable life insurance, variable annuity, and some fixed guaranteed products that are “securities” registered with the SEC under the Securities Act of 1933, as amended. Some of these products also have associated separate accounts that are registered with the SEC as investment companies under the Investment Company Act of 1940, as amended. Our SEC-registered products and separate accounts remain subject to the federal securities laws, regulation by the SEC, and regulation by the Financial Industry Regulatory Authority (“FINRA”). Federal securities regulation also affects investment advice, sales, and related activities with respect to these products. The SEC and FINRA may from time to time make inquiries and conduct examinations regarding our compliance with applicable law. We cooperate with such inquiries and examinations and take corrective action when warranted.

Privacy and Cybersecurity Regulation. Federal law and the laws of many states require financial institutions to protect the security and confidentiality of customer information and to notify customers about their policies and practices relating to collection and disclosure of customer information and their policies relating to protecting the security and confidentiality of that information. Federal law and the laws of many states also regulate disclosures and disposal of customer information. Congress, state legislatures, and regulatory authorities have been increasingly adopting additional regulation relating to privacy, cybersecurity, and other aspects of customer information, and more regulation is expected in the coming years. For example, the SEC has recently proposed and/or adopted several new regulations related to cybersecurity and privacy.

Insurance regulatory activity related to privacy, data protection, and cybersecurity also continues to increase. In October 2017, the NAIC adopted the Insurance Data Security Model Law. The model law requires that insurance companies establish a cybersecurity program and includes specific technical safeguards as well as requirements regarding governance, incident planning, data management, system testing, vendor oversight and regulator notification. Several states have either implemented the model law or are anticipated to implement it in the near future, or have otherwise adopted similar laws. The NAIC is also considering a new Consumer Privacy Protection Model Law (to replace the corresponding existing model law) that would include stronger provisions related to consumer rights, consent, and notification as well as third-party service agreements, data retention and deletion policies, and data sharing agreements.

The Company actively monitors regulatory developments in these areas. Failure to comply with federal and state laws and regulations may result in fines, private litigation, reputational damage, the issuance of cease-and-desist orders or suspension, termination or limitation of the activities of our operations and/or employees.

Intellectual Property

The Company relies on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property.

The Company has a trademark portfolio that we consider important in the marketing of our products and services, including, among others, the trademarks of the Talcott name. The duration of trademark registrations may be renewed indefinitely subject to country-specific use and registration requirements. We regard our trademarks as extremely valuable assets in marketing our products and services and vigorously seek to protect them against infringement. In addition, we own a number of patents and patent applications, some of which may be important to our business operations. Patents are of varying duration depending on filing date, and will typically expire at the end of their natural term.

Human Resources Capital

At December 31, 2023, the Company had no direct employees. The Company's operations are managed by employees of its indirect parent, TLI, and the costs of these services are allocated to the Company through an intercompany services and cost allocation agreement on a cost-plus basis.

Available Information

Prospectus and other information filed with the SEC may be viewed at www.sec.gov.

RISK FACTORS

You should carefully consider the following risks, any of which could have a material adverse effect on our business, financial condition, results of operation, or liquidity of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under "Forward-Looking Statements" above and the risks of our businesses described elsewhere in this document.

The following risk factors have been organized by category for ease of use, however many of the risks may have impacts in more than one category. The occurrence of certain of them may, in turn, cause the emergence or exacerbate the effect of others. Such a combination could materially increase the severity of the impact of these risks on our business, results of operations, financial condition or liquidity.

Macroeconomic Risks

Risks Relating to Economic, Political and Global Market Conditions

Unfavorable economic, political and global market conditions may adversely impact our business and results of operations.

The Company’s investment portfolio and insurance liabilities are sensitive to changes in economic, political and global capital market conditions, such as the effect of a weak economy and changes in credit spreads, equity prices, inflation, and interest rates. Weak economic conditions, such as high unemployment, low labor force participation, lower family income, a weak real estate market, lower business investment and lower consumer spending, may impact the Company's profitability and may affect policyholder behavior in a manner that results in increased full and partial surrender rates or fewer income premiums. In addition, the Company’s investment portfolio includes investment funds for which changes in value are reported in earnings. These investments may be adversely impacted by political turmoil and economic volatility, including real estate market deterioration, which could impact our net investment returns and result in an adverse impact on operating results.

In recent years, the financial markets have experienced periods of significant volatility and negative returns, contributing to an uncertain and evolving economic environment. The performance of the markets in recent years has been impacted by several interrelating factors such as, but not limited to, the COVID-19 pandemic, rising inflation, changes in interest rates, geopolitical turmoil, and actions by governmental authorities. In addition, multiple bank failures in 2023 resulted in periods of market disruption and volatility and reduced confidence in depository institutions. While such bank failures did not significantly impact our business, if banks or other financial institutions with whom we do business were to enter into receivership or become insolvent in the future, there could be an adverse effect on our business and financial condition. It is not possible to predict the future performance of the markets with any certainty. The uncertain and evolving economic environment could increase the risk of loss on our investments.

Below are several key factors impacted by changes in economic, political, and global market conditions and their potential effect on the Company’s business and results of operation:

Credit Spread Risk - Credit spread exposure is reflected in the market prices of fixed income instruments where lower rated securities generally trade at a higher credit spread. If issuer credit spreads increase or widen, the market value of our investment portfolio may decline. If the credit spread widening is significant and occurs over an extended period of time, the Company may recognize credit losses, resulting in decreased earnings. If credit spreads tighten, the Company’s net investment income associated with new purchases of fixed maturities may be reduced. In addition, the value of credit derivatives under which the Company assumes exposure or purchases protection are impacted by changes in credit spreads, with losses occurring when credit spreads widen for assumed exposure or when credit spreads tighten if credit protection has been purchased.

Our statutory surplus is also affected by widening credit spreads as a result of the accounting for the assets and liabilities on our fixed market value adjusted ("MVA") annuities and in certain of our terminal funding contracts. Statutory separate account assets supporting the fixed MVA annuities are recorded at fair value. In determining the statutory reserve for the fixed MVA annuity payments we owe contractholders, we are required to use current crediting rates. In many capital market scenarios, current crediting rates are highly correlated with market rates implicit in the fair value of statutory separate account assets. As a result, the change in the statutory reserve from period to period will likely substantially offset the change in the fair value of the statutory separate account assets. However, in periods of volatile credit markets, actual credit spreads on investment assets may increase sharply for certain sub-sectors of the overall credit market, resulting in statutory separate account asset market value losses. As actual credit spreads are not fully reflected in current crediting rates, the calculation of statutory reserves may not substantially offset the change in fair value of the statutory separate account assets, resulting in reductions in statutory surplus. This may result in the need to devote additional capital to support the fixed MVA product.

Equity Markets Risk - A decline in equity markets may result in lower earnings from our operations where fee income is earned based upon the fair value of the assets under management. A decline in equity markets may also decrease the value of equity securities and investment funds held in the Company’s general account portfolio, thereby negatively impacting our financial condition or reported earnings. In addition, certain of our annuity products have GMDBs or GMWBs. Expected claims related to these guarantees increase when equity markets decline, requiring us to hold more statutory capital. Our hedging assets seek to reduce the statutory surplus impact and net economic sensitivity of our potential guaranteed benefit obligations due to market fluctuations. Because of the accounting asymmetries between our hedging targets and statutory and GAAP accounting principles for our guaranteed benefits, rising equity markets and/or rising interest rates may result in statutory or GAAP losses.

Interest Rate Risk - Global economic conditions may result in the persistence of a low interest rate environment which would continue to pressure our net investment income and could result in lower margins on certain products. Due to the long-term nature of the Company's liabilities, such as structured settlements and guaranteed benefits on VA, low interest rates over an extended period of time would result in lower reinvestment yields, increased hedging costs, reduced spreads on our annuity products and greater capital volatility. On the other hand, a rise in interest rates, in the absence of other countervailing changes, would reduce the market value of our investment portfolio and, if long-term interest rates were to rise dramatically, certain of our products might be exposed to disintermediation risk. Disintermediation risk refers to the risk that our policyholders may surrender their contracts in a rising interest rate environment, requiring us to liquidate assets in an unrealized loss position. In an attempt to curb rising inflation, the Federal Reserve and other central banks raised interest rates multiple times in 2022 and 2023. It is unclear whether and how interest rates will change in future periods. Although we take measures to manage economic risks associated with different interest rate environments, we may not be able to fully mitigate those risks.

Real Estate Risk - A portion of our investment portfolio consists of real estate-related investments. The value of our real estate investments may be negatively impacted by general, regional, and local economic conditions in the real estate sector, such as supply and demand, market volatility, interest rate fluctuations, vacancy rates, and geographic and extreme weather risks, as well as the creditworthiness of obligors.

Insurance Industry and Product Related Risks

We are vulnerable to losses from increased mortality exposure.

Claims arising from increased mortality due to natural and man-made catastrophes associated with public health crises (such as COVID-19), terrorist attacks or other severe events could have a material adverse effect on our results of operations and liquidity, either directly or as a result of their effect on our reinsurers or other counterparties. Additionally, fundamental changes in the life expectancies of our annuitants due to significant medical breakthroughs could result in increased liability reserves for our payout annuities especially with respect to our terminal funding, single premium immediate annuities and structured settlements books of business.

Our program to manage interest rate and equity risk related to our variable annuity guaranteed benefits may be ineffective which could result in statutory and GAAP volatility in our earnings and potentially material charges to net income.

Some of our business, including FIAs and especially variable annuities, offer guaranteed benefits, including GMDBs and GMWBs. These GMDBs and GMWBs expose the Company to interest rate risk and significant equity risk. A decline in equity markets would not only result in lower fee income, but would also increase our exposure to liability for benefit claims. We use reinsurance and benefit designs, such as caps, to mitigate the exposure associated with GMDBs. We also use reinsurance in combination with product management actions, such as rider fee increases, investment restrictions and buyout offers, as well as derivative instruments to attempt to minimize the claim exposure and to reduce the volatility of net income associated with the GMWB liability. We remain liable for the guaranteed benefits in the event that reinsurers or derivative counterparties are unable or unwilling to pay, which could result in a need for additional capital to support in-force business.

From time to time, we may adjust our risk management program based on contracts in force, market conditions, or other factors. While we believe that these actions improve the efficiency of our risk management related to these benefits, changes to the risk management program may result in greater statutory and GAAP earnings volatility and, based upon the types of hedging instruments used, can result in potentially material charges to net income (loss) in periods of rising equity market pricing levels, higher interest rates and declines in volatility. We are also subject to the risk that these management actions prove ineffective or that unanticipated policyholder behavior, combined with adverse market events, produces economic losses beyond the scope of the risk management techniques employed, which individually or collectively may have a material adverse effect on our business, financial condition, results of operations and liquidity.

Unanticipated policyholder behavior, combined with adverse market events, may have a material adverse effect on our business, financial condition, results of operations and liquidity.

In general, policyholder behavior risk can be thought of as how efficiently policyholders utilize the options embedded within their contracts, especially during adverse market conditions when benefit guarantees are more likely to be more valuable. These options may include but are not limited to lapses, the timing and/or amount of partial withdrawals, utilization of features available through withdrawal benefit riders, and utilization of investment options. Unanticipated policyholder behavior, combined with adverse market events, may have a material adverse effect on our business, financial condition, results of operations and liquidity.

We face competition, which could limit our ability to achieve our growth strategies and could materially and adversely affect our business, financial condition, results of operations and liquidity.

Even though we no longer sell new policies, we operate in highly competitive markets and compete with large and small industry participants. We compete based on a number of factors including financial strength ratings, credit ratings, brand recognition, reputation, quality of service, performance of our products, product features, and pricing. Our ability to compete across these factors depends on effective implementation of our business plan, actions taken by our competitors, the availability of suitable acquisition or block reinsurance opportunities at attractive valuations under acceptable terms, and the overall economic environment. A decline in our competitive position as to one or more of these factors could adversely affect our business. We may experience increased surrenders, fewer incoming premiums, and/or an inability to consummate reinsurance transactions, which may have a material and adverse effect on our growth, business, financial condition, results of operations and liquidity.

Financial Strength, Credit and Counterparty Risks

The amount of statutory capital that we must hold to maintain our financial strength and credit ratings and meet other requirements can vary significantly from time to time and is sensitive to a number of factors outside of our control.

As licensed insurance companies, we are subject to statutory accounting standards and statutory capital and reserve requirements prescribed by insurance regulators and the National Association of Insurance Commissioners (“NAIC”). The minimum capital we must hold is based on risk-based capital (“RBC”) formulas for life companies. The RBC formula for life companies establishes capital requirements relating to insurance, business, asset and interest rate risks, including equity, interest rate and expense recovery risks.

In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including:

•the amount of statutory income or losses we generate,

•changes to statutory liabilities,

•changes in future cash flows,

•the amount of additional capital we must hold,

•the amount of dividends made to our parent company,

•changes in equity market levels,

•the value and ratings of certain fixed-income securities,

•the value of equity securities in our investment portfolio,

•the value of certain derivative instruments,

•changes in interest rates,

•changes to federal tax laws,

•admissibility of deferred tax assets, and

•changes to the NAIC RBC formulas.

Most of these factors are outside of the Company's control. The Company's financial strength and credit ratings are significantly influenced by our statutory surplus amounts and RBC ratios. In addition, rating agencies may implement changes to their internal models that have the effect of increasing the amount of statutory capital we must hold in order to maintain our current ratings. Also, in extreme scenarios of equity market declines and other capital market volatility, the amount of additional statutory reserves that we are required to hold for our variable annuity guarantees increases at a greater than linear rate. This reduces the statutory surplus used in calculating our RBC ratios. When equity markets increase, surplus levels and RBC ratios would generally be expected to increase. However, as a result of a number of factors and market conditions, including the level of hedging costs and other risk transfer activities, statutory reserve requirements for death and withdrawal benefit guarantees and increases in RBC requirements, surplus and RBC ratios may not increase when equity markets increase.

Although the Company has recently begun operating as a run-off aggregator through reinsurance, the Company continues to be rated as a run-off operation. If our statutory capital resources are insufficient to maintain a particular rating and if we did not raise additional capital, either at our discretion or because we were unable to do so, our financial strength and credit ratings might be downgraded by one or more rating agencies. Downgrades below certain thresholds could trigger counterparty rights to require us to assign certain of our products to other carriers or to terminate reinsurance treaties. Downgrades in the Company's RBC ratio or downgrades in our financial strength or credit ratings below certain contractual thresholds could also result in additional collateral requirements on certain of our derivative instruments and counterparty rights to terminate derivative relationships, both of which could limit our ability to purchase additional derivative instruments. The occurrence of certain of these downgrade events could have an adverse material impact on the Company's results of operations, financial condition or liquidity.

Losses due to nonperformance or defaults by counterparties can have a material adverse effect on the value of our investments, reducing our profitability or sources of liquidity.

We have credit risk with counterparties on investments, derivatives, and premiums receivable. Among others, our counterparties include issuers of fixed maturity and equity securities we hold, borrowers of mortgage loans we hold, customers, trading counterparties, counterparties under swaps and other derivative contracts, reinsurers, clearing agents, exchanges, clearing houses and other financial intermediaries and guarantors. These counterparties may default on their obligations to us due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, government intervention or other reasons. In addition, for exchange-traded derivatives, such as futures, options and "cleared" over-the-counter derivatives, the Company is generally exposed to the credit risk of the relevant central counterparty clearing house. Defaults by these counterparties on their obligations to us could have a material adverse effect on the value of our investments, business, financial condition, results of operations and liquidity. Additionally, if the underlying assets supporting the structured securities we invest in default on their payment obligations, our securities will incur losses.

Nonperformance or defaults by reinsurance counterparties can have a material adverse effect on our financial condition.

As an insurer, we frequently use reinsurance to reduce the effect of losses from businesses that can cause unfavorable results of operations. Under these reinsurance arrangements, other insurers assume a portion of our losses and related expenses; however, we remain liable as the direct insurer on all risks reinsured. Consequently, ceded reinsurance arrangements do not eliminate our obligation to pay claims, and we are subject to our reinsurers' credit risk with respect to our ability to recover amounts due from them. The inability or unwillingness of any reinsurer to meet its financial obligations to us, including the impact of any insolvency or rehabilitation proceedings involving a reinsurer that could affect the Company's access to collateral held in trust, could have a material adverse effect on our financial condition, results of operations and liquidity. This risk may be magnified by a concentration of reinsurance-related credit risk resulting from the sale of the Company’s Individual Life and Retirement Products businesses and the Commonwealth annuity reinsurance agreement. Further details of such concentration can be found in MD&A - Enterprise Risk Management - Reinsurance Risk.

Further, due to the inherent uncertainties as to collection and the length of time before reinsurance recoverables will be due, it is possible that future adjustments to the Company’s reinsurance recoverables, net of ACL could be required which could have a material adverse effect on the Company’s consolidated results of operations or cash flows in a particular quarterly or annual period.

Our credit agreements may restrict our current and future operations and impede our ability to respond to changes or to take certain actions.

We have entered into certain credit agreements that impose various operating and financial restrictions, including restrictive covenants and limitations. As a result of these restrictions, covenants and limitations, we may be limited in how we conduct our business operations. The terms of any future credit agreements we may enter into may contain additional restrictive covenants. Our failure to comply with the restrictive covenants in existing or future debt instruments could result in an event of default, which, if not cured or waived, could result in our being required to repay outstanding indebtedness before the due date. If we are forced to refinance indebtedness on less favorable terms or are unable to refinance at all, our results of operations and financial condition could be materially adversely affected.

Our ability to declare and pay dividends is subject to limitations.

Connecticut state laws limit the payment of dividends and require notice to and approval by the state insurance commissioner for the declaration of payment of dividends above certain levels.

Dividends paid from our operations and that of our insurance subsidiaries are further dependent on each insurer's cash requirements. In addition, in the event of our liquidation or reorganization or that of a subsidiary, prior creditor claims may take precedence over our parent's right to a dividend or distribution except to the extent that our parent may be a creditor of ours or of one of our subsidiaries.

Risks Relating to Estimates, Assumptions and Valuations

Actual results could materially differ from the analytical models we use to assist our decision making in key areas such as capital management, hedging and reserving.

We use models to help make decisions related to, among other things, capital management, reserving, investments, hedging, reinsurance and pricing of strategic acquisitions. Both proprietary and third-party models we use incorporate numerous assumptions and forecasts about the future level and variability of interest rates, capital requirements, currency exchange rates, policyholder behavior, mortality/longevity, equity markets and inflation, among others. The models are subject to the inherent limitations of any statistical analysis as the historical internal and industry data and assumptions used in the models may not be indicative of what will happen in the future. Consequently, actual results may differ materially from our modeled results. The profitability and financial condition of the Company substantially depends on the extent to which our actual experience is consistent with assumptions we use in our models and ultimate model outputs. If, based upon these models or other factors, our estimates of capital adequacy or the risks we are exposed to prove to be materially inaccurate, our business, financial condition, results of operations or liquidity may be adversely affected.

The valuation of our securities and investments and the determination of allowances and impairments are highly subjective and based on methodologies, estimations and assumptions that are subject to differing interpretations and market conditions.

Estimated fair values of the Company’s investments are based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. During periods of market disruption, it may be difficult to value certain of our securities if trading becomes less frequent and/or market data becomes less observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the financial environment. In addition, there may be certain securities whose fair value is based on one or more unobservable inputs, even during normal market conditions. As a result, the determination of the fair values of these securities may include inputs and assumptions that require more estimation and management judgment and the use of complex valuation methodologies. These fair values may differ materially from the value at which the investments may be ultimately sold. Further, rapidly changing or unprecedented credit and equity market conditions could materially impact the valuation of securities and the period-to-period changes in value could vary significantly. Decreases in value could have a material adverse effect on our business, results of operations, financial condition and liquidity.

Similarly, management’s decision on whether to record a credit loss is subject to significant judgments and assumptions regarding changes in general economic conditions, the issuer's financial condition or future recovery prospects, estimated future cash flows, the effects of changes in interest rates or credit spreads, the expected recovery period and the accuracy of third party information used in internal assessments. As a result, management’s evaluations and assessments are highly judgmental and its projections of future cash flows over the life of certain securities may ultimately prove incorrect as facts and circumstances change.

If the Company is required to write down goodwill, the Company’s financial condition and results would be negatively affected.

Goodwill is an intangible asset that amounts to the excess of the purchase price of an acquired business over the fair value of the identifiable net assets, including other intangibles. We perform testing on goodwill for impairment at least annually, based on the fair value of the business compared to its carrying value. The fair value of the business could decrease if, among other events or circumstances, business conditions, profitability or other drivers of performance are different than our expectations. We may need to perform impairment tests more frequently if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. If it is determined that the goodwill has been impaired, the Company must write down the asset by the amount of the impairment, which could have a material adverse effect on our results of operations and financial condition.

If our businesses do not perform well, we may not be able to realize our deferred tax asset and therefore may be required to establish a valuation allowance against the deferred income tax asset.

Our income tax expense may include deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities and carry-forwards for foreign tax credits, investment related losses, and net

operating losses. Deferred tax assets are assessed quarterly by management to determine if it is more likely than not that the deferred income tax assets will be realized. Factors in management's determination include the performance of the business, including the ability to generate, from a variety of sources and tax planning strategies, sufficient future taxable income and investment related gains before net operating loss and capital loss carry-forwards expire. If based on available information, it is more likely than not that we will be unable to recognize a full tax benefit on deferred tax assets, then a valuation allowance will be established with a corresponding charge to net income (loss). Charges to increase our valuation allowance could have a material adverse effect on our results of operations and financial condition.

Strategic and Operational Risks

Our businesses may suffer and we may incur substantial costs if we are unable to effectively conduct our business operations, access our systems and safeguard the security of our data in the event of a disaster, cyber breaches or other information security incident.

We use technology to process, store, retrieve, evaluate and utilize customer and company data and information. Our information technology and telecommunications systems, in turn, interface with and rely upon third-party systems. We and our third party vendors must be able to access our systems to process premium payments, make changes to existing policies, file and pay claims and administer life and annuity products, provide customer support, manage our investment portfolios and hedge programs, report on financial results and perform other necessary business functions.

Systems failures or outages could compromise our ability to perform these business functions in a timely manner, which could harm our ability to conduct business and hurt our relationships with our business partners and customers. In the event of a disaster such as a natural catastrophe, a public health crisis (such as COVID-19), an industrial accident, a cyber-attack, a blackout, a terrorist attack (including conventional, nuclear, biological, chemical or radiological) or war, systems upon which we rely may be inaccessible to our employees, customers or business partners for an extended period of time. In addition, such events may cause a significant number of our employees, or employees of our service providers, to be unable or unwilling to report to work, which may disrupt our product administration and core business functions. Even if our employees and business partners are able to report to work, they may be unable to perform their duties for an extended period of time if our data or systems used to conduct our business are disabled or destroyed.

Our systems have been, and will likely continue to be, subject to viruses or other malicious code, unauthorized access, cyber-attacks or other computer related penetrations. The frequency and sophistication of such threats continue to increase as well. Our administrative and technical controls as well as other preventive actions may be insufficient to prevent physical and electronic break-ins, denial of service, cyber-attacks or other security breaches to our systems or those of third parties with whom we do business. Such an event could compromise our confidential information as well as that of our clients and third parties, impede or interrupt our business operations and result in other negative consequences, including remediation costs, loss of revenue, additional regulatory scrutiny and litigation and reputational damage. In addition, we routinely transmit to third parties personal, confidential and proprietary information, which may be related to employees and customers, by email and other electronic means, along with receiving and storing such information on our systems. Although we attempt to protect privileged and confidential information, we may be unable to secure the information in all events, especially with clients, vendors, service providers, counterparties and other third parties who may not have appropriate controls to protect confidential information.

Our businesses must comply with regulations to control the privacy of customer, employee and third-party data, and state and federal regulations regarding data privacy are becoming increasingly more complex. A misuse or mishandling of confidential or proprietary information could result in legal liability, regulatory action and reputational harm. We could also suffer harm to our business and reputation if attempted cyber-attacks are publicized. The regulatory trend toward broad consumer and general public notification of such incidents could exacerbate the harm.

Third parties, including third party administrators, are also subject to cyber-breaches of confidential information, along with the other risks outlined above, any one of which may result in our incurring substantial costs and other negative consequences, including a material adverse effect on our business, reputation, financial condition, results of operations and liquidity. While we maintain cyber liability insurance that provides both third party liability and first party insurance coverages, our insurance may not be sufficient to protect against all losses.

Performance problems due to outsourcing and other third-party relationships may compromise our ability to conduct business.

We outsource certain business and administrative functions and rely on third-party vendors to perform certain functions or provide certain services on our behalf and have a significant number of information technology and business processes outsourced with a single vendor. If we are unable to reach agreement in the negotiation of contracts or renewals with certain third-party providers, or if such third-party providers experience disruptions or do not perform as anticipated, we may be unable to meet our obligations to customers and claimants, and incur higher costs which may have a material adverse effect on our business and results of operations. The Company could fail to meet legal, regulatory, financial or customer obligations in the event that our third-party vendors fail to deliver contracted services, or that the Company may be exposed

to reputational damage due to actions or inactions of our third-party vendors. We monitor the performance of our third-party vendors, but there is no guarantee that our monitoring activities will always prevent or detect failures by our vendors.

The Company may pursue one or more transactions or take other actions, which may include pursuing strategic acquisitions or divestitures or other strategic initiatives, any of which could subject the Company to a number of challenges, uncertainties and risks or negatively impact the Company’s business, financial condition, results of operations or liquidity.

We may pursue one or more transactions or take other actions, which may include pursuing strategic acquisitions or divestitures or other strategic transactions. Because these transactions involve a number of challenges, uncertainties and risks, we may not be able to consummate any such transaction or, if concluded, achieve some or all of the benefits that we expected to derive from it. Pursuit of these initiatives may also, among other things, result in a loss of employees or clients, negatively affect policyholder behavior or result in potentially adverse capital, ratings or tax consequences. In addition, the completion of an acquisition may require use of our capital and may involve difficulty integrating acquired businesses into our existing operations. Moreover, completion of an acquisition, divestiture or other strategic initiative may require regulatory approvals or other third-party approvals, and such approvals may not be able to be obtained or may involve significant additional cost, time, regulatory capital commitments and other regulatory conditions and obligations. There can be no assurances that we will manage acquisitions and dispositions or other strategic initiatives successfully, that strategic opportunities will be available to us on acceptable terms or at all, or that we will be able to consummate desired transactions. As a result of any of the foregoing, our business, financial condition, results of operations and liquidity could be negatively impacted.

Regulatory and Legal Risks

Regulatory and legislative developments could have a material adverse impact on our business, financial condition, results of operations and liquidity.

In the U.S., state and federal regulatory initiatives and legislative developments may significantly affect our operations in ways that we cannot predict.

The Company and its insurance subsidiaries are regulated by the insurance departments of the states in which we are domiciled, licensed or authorized to conduct business. As a result, we are subject to extensive laws and regulations that are complex, subject to change and often conflicting in their approach or intended outcomes. Compliance with these laws and regulations can increase costs. State regulations generally seek to protect the interests of policyholders rather than an insurer or the insurer’s shareholders and other investors. U.S. state laws grant insurance regulatory authorities broad administrative powers with respect to, among other things, licensing and authorizing lines of business, approving policy forms and premium rates, setting statutory capital and reserve requirements and limiting the types and amounts of certain investments. State insurance departments also set constraints on domestic insurer transactions with affiliates and dividends and, in many cases, must approve affiliate transactions and extraordinary dividends as well as strategic transactions such as acquisitions and divestitures.

In addition, future regulatory initiatives could be adopted at the federal or state level that could impact the profitability of our businesses. For example, the NAIC and state insurance regulators are continually reexamining existing laws and regulations, specifically focusing on modifications to statutory accounting principles, interpretations of existing laws and the development of new laws and regulations. The NAIC continues to enhance the U.S. system of insurance solvency regulation, with a particular focus on group supervision, risk-based capital, accounting and financial reporting, enterprise risk management and reinsurance. Multiple regulatory bodies are involved in revising current requirements and any proposed or future legislation or NAIC initiatives, if adopted, may be more restrictive on our ability to conduct business than current regulatory requirements or may result in higher costs or increased statutory capital and reserve requirements.

Modifications of the Dodd-Frank Act and related regulations could have unanticipated consequences for the Company and its subsidiaries, including the amount of collateral we may be required to pledge with respect to derivative transactions. This could increase our costs and could adversely affect the liquidity of our investments and the composition of our investment portfolio. It is unclear whether and to what extent such changes might impact us or our business, financial conditions, results of operations and liquidity.

Legislative activity aimed at protecting consumer privacy and augmenting cybersecurity protections continues to increase. In addition to the NAIC proposed Consumer Privacy Protection Model Law, there are three Federal proposals amending the Gramm-Leach-Bliley Act. These proposals would all require changes to the Company's current consumer privacy protections with varying degrees of complexity.

Cybersecurity legislation continues to be a growing area of priority. For example, in November 2023 the New York’s Department of Financial Services adopted amendments to their Cybersecurity Regulation that move beyond administrative and technical safeguards and are focused on cybersecurity governance and risk management. The amendments require certain technologies, increased board involvement and an annual certificate of compliance. In addition, the SEC has issued a rule requiring registered investment companies, including the Company’s registered separate accounts, to adopt and

implement comprehensive cybersecurity policies and procedures and disclose significant cybersecurity incidents in the prospectuses for variable annuities and variable life insurance policies.

Compliance with the ever-increasing number of privacy and cybersecurity regulations involves a significant number of resources and can be costly to implement. Further, a particular regulator or enforcement authority may interpret a legal, accounting or reserving issue differently than we have, exposing us to different or additional regulatory risks. The application of these regulations and guidelines by insurers involves interpretations and judgments that may be challenged by state insurance departments. The result of those potential challenges could require us to increase levels of statutory capital and reserves or incur higher operating and/or tax costs.

The evolving landscape of environmental, social and governance standards could adversely affect our reputation or business results and could lead to litigation or regulatory proceedings that harm our financial condition.

Customers, regulators, and other market participants may evaluate our business or other practices according to a variety of environmental, social and governance ("ESG") standards, expectations, or metrics, all of which may evolve, may be subjective or underdeveloped in nature, and may reflect contrasting or conflicting values. Standard-setting organizations and regulators including, but not limited to, the NAIC, SEC, and state insurance regulators, have proposed or adopted, or may propose or adopt, ESG rules or standards applicable to us. For example, the NAIC has generally modified the Insurer Climate Risk Disclosure survey to align with aspects of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (“TCFD”) framework, a recognized framework of recommendations that were developed to enhance climate-related disclosures. The SEC has also adopted new disclosure rules that generally require a wide range of registered companies to provide extensive disclosures and financial information on climate-related risk in their registration statements and periodic reports filed with the SEC. In October 2023, the Governor of California signed two bills into law that will require significant climate-related disclosures (in some cases beyond the disclosures required by the SEC’s new rules) by large entities doing business in that state. In addition, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG matters. Due to the sometimes conflicting, uncertain, and subjective ESG regulatory and market environment, we may be seen as acting inconsistently with ESG standards or values from the perspective of certain customers, regulators, or other constituents. As a result, we may face adverse regulatory, customer, media, or public scrutiny related to ESG that potentially could have a negative impact on our business or reputation or lead to legal challenges.

Advancements in Artificial Intelligence, Machine Learning, and Large Language Models pose risks and challenges.

State regulators and the NAIC are evaluating existing regulatory frameworks for insurance industry wide use of artificial intelligence, machine learning, and large language models (“AI”). Regulators are concerned about the privacy and protection of individual consumer data and about bias and discrimination resulting from the use of AI in algorithms and predictive models that are used by insurance companies, either directly or indirectly through third party service providers. Our ability to adopt new technologies may be inhibited by the emergence of industry-wide standards, a changing legislative and regulatory environment, an inability to develop appropriate governance and controls, a lack of internal product and engineering expertise, resistance to change from consumers, or lack of appropriate change management processes or the complexity of our systems. In addition, our adoption of new technologies and our introduction of new products and services may expose us to new or enhanced risks, particularly in areas where we have less experience or our existing governance and control systems may be insufficient, which could require us to make substantial expenditures or subject us to legal liability, heightened regulatory scrutiny and brand or reputational harm.

Our potential uses of AI or the use of AI by our third party service providers may be subject to various risks including flaws or limitations in the large language models or training datasets that may result in biased or inaccurate results, ethical considerations, and the ability to safely deploy and implement governance and controls for such systems. Laws and regulations related to AI are evolving, and there is uncertainty as to potential adoption of new laws and regulations and the application of existing laws and regulations to use of artificial intelligence, which may restrict or impose burdensome and costly requirements on the use of AI. In addition, there has been considerable patent and other intellectual property development activity in the AI industry, which has resulted in litigation based on allegations of infringement or other violations of intellectual property rights. We may receive claims from third parties, including our competitors, alleging that our use of AI technology infringes on or violates such third party's intellectual property rights. Adverse consequences of these risks related to AI could undermine the decisions, predictions or analysis such technologies produce and subject us to competitive harm, legal liability, heightened regulatory scrutiny and brand or reputational harm.

Unfavorable judicial or legislative developments in claim litigation could adversely affect our results of operations or financial condition.

The Company is involved in litigation arising in the ordinary course of business related to products previously sold and, at times, is also involved in legal actions outside of the ordinary course, some of which assert claims for substantial amounts. Significant changes in the legal environment could cause our ultimate liabilities to change from our current expectations. Such changes could be judicial in nature, like trends in the size of jury awards and developments in the law relating to contractual rights and obligations of insurers. Legislative developments, like changes in federal or state laws relating to the rights and obligations or insurers, could have a similar effect. It is impossible to forecast such changes reliably, much less to

predict how they might affect our loss reserves. Thus, significant judicial or legislative developments could adversely affect the Company’s business, financial condition, results of operations and liquidity.

Changes in accounting principles and financial reporting requirements could adversely affect our results of operations or financial condition.

As an SEC filer, we are currently required to prepare our financial statements in accordance with U.S. GAAP, as promulgated by the Financial Accounting Standards Board ("FASB"). Accordingly, we are required to adopt new guidance or interpretations which may have a material effect on our results of operations and financial condition that is either unexpected or has a greater impact than expected. For a description of changes in accounting standards that are currently pending and, if known, our estimates of their expected impact, see Note 1 of the Consolidated Financial Statements.

Material weaknesses in the Company’s internal controls over financial reporting may increase the risk of financial statement errors.

As previously disclosed, management determined that there was a material weakness in the Company’s controls over the financial accounting and reporting for intercompany reinsurance, which was identified in connection with the restatement of the Company’s audited financial statements for the fiscal year ended December 31, 2022.The restatement corrected an error related to the accounting associated with affiliated reinsurance agreements entered into between the Company and its parent TR Re, Ltd., in which certain of the Company’s liabilities were reinsured to TR Re. During 2023, in the course of management’s continued assessment of internal controls, management has also determined there to be a material weakness in the implementation of control activities designed to reduce risks associated with changes to the Company’s control environment, stemming from significant changes in our business, regulatory requirements, or operations. The Company has taken steps to remediate these matters, including to enhance its processes and procedures related to the appropriate accounting for intercompany reinsurance, and to improve its overall control activities aimed at reducing risks associated with changes to its control environment. The Company believes these changes will remediate the material weaknesses but if the Company's enhancements in internal controls fail to remediate the material weaknesses, or if the Company experiences additional internal control weaknesses, there could be a greater risk that current or future financial statements may not be accurate.

Changes in tax legislation or policies may have a material impact on our financial position.

The Company and its subsidiaries are currently subject to tax in the United States. The Inflation Reduction Act was signed into law in August 2022, and included, among other provisions, a 15% minimum tax (“CAMT”) on the on the adjusted financial statement income ("AFSI") of certain large corporations. The CAMT is effective for taxable years beginning after December 31, 2022 and generally applies to taxpayers with average annual financial statement income exceeding $1 billion over a three-year period. The impact of the new law was not material to the Company for the year ended December 31, 2023, though it is possible that the CAMT may have a material impact on our financial position in future years.

U.S. federal tax law generally permits tax deferral on the inside build-up of investment value of certain retirement savings, annuities and life insurance products until there is a contract distribution and, in general, excludes from taxation the death benefit paid under a life insurance contract. Congress from time to time may enact changes to the tax law that could make our products less attractive to our consumers, including legislation that would modify the tax favored treatment of retirement savings, life insurance and annuities products. For example, there is a risk that Congress could modify or remove the tax favored treatment for private placement variable annuity and/or life insurance contracts sold to high net worth individuals.

The products we sold have different tax characteristics and, in some cases, generate tax deductions and credits for the Company. Changes in either the U.S. or foreign tax laws may negatively impact the deductions and credits available to the Company, including the ability of the Company to claim foreign tax credits with respect to taxes withheld on our investments supporting separate account products. These changes would increase the Company’s actual tax expense and reduce its net income.

The profitability of certain products is significantly dependent on these characteristics and our ability to continue to generate taxable income, which is taken into consideration when pricing products and is a component of our capital management strategies. Accordingly, changes in tax law, our ability to generate taxable income, or other factors impacting the availability or value of the tax characteristics generated by our products, could impact product pricing, increase our tax expense or require us to implement other actions that could be disruptive to our businesses.

Additionally, the Organization for Economic Co-operation and Development (“OECD”) has published model rules which provide guidance on the implementation of a 15% global minimum tax (“GMT”). In July of 2023 the United Kingdom enacted legislation which would be effective in 2024. The Company has certain affiliates which are tax residents in the United Kingdom. The impact of GMT and the potential future actions by governments, including the U.S., in response are uncertain and may negatively impact the Company’s financial position.

PROPERTIES

The Company's principal executive offices are located in Hartford, Connecticut. The Company believes its properties and facilities are suitable and adequate for current operations.

LEGAL PROCEEDINGS

Litigation

The Company is involved in claims litigation arising in the ordinary course of business with respect to group and individual life insurance products and annuity contracts. The Company accounts for such activity through the establishment of reserves for future policy benefits. Management expects that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and costs of defense, will not be material to the consolidated financial condition, results of operations or cash flows of the Company.

The Company is, from time to time, also involved in other kinds of legal actions, some of which assert claims for substantial amounts. Such actions have alleged, for example, bad faith in the handling of insurance claims and improper sales practices in connection with the sale of insurance and investment products. Some of these actions also seek punitive damages. Management expects that the ultimate liability, if any, with respect to such lawsuits, after consideration of provisions made for estimated losses, will not be material to the consolidated financial condition of the Company. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows in particular quarterly or annual periods.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(Dollar amounts in millions, unless otherwise stated)

The MD&A addresses the financial condition of Talcott Resolution Life Insurance Company and its subsidiaries ("TL" or the "Company") as of December 31, 2023 and 2022 (Successor Company), along with the period ended July 1, 2021 through December 31, 2021 (Successor Company) and the six months ended June 30, 2021 (Predecessor Company). This discussion should be read in conjunction with the consolidated financial statements and related notes to the consolidated financial statements which appear elsewhere in this document.

On January 1, 2023, the Company adopted Financial Accounting Standards Board Accounting Standards Update 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts. We applied the retrospective method as of July 1, 2021, the date that the Company was acquired. For more information, see Note 2 - Adoption of Long-Duration Targeted Improvements of Notes to Consolidated Financial Statements.

INDEX


Description			Page
Consolidated Results of Operations			49
Investment Results			51
Critical Accounting Estimates			55
Enterprise Risk Management			58
Capital Resources and Liquidity			77
Impact of New Accounting Standards			83

CONSOLIDATED RESULTS OF OPERATIONS

Operating Summary


	Successor Company						Predecessor Company
	For the Years Ended December 31,				For the Period of July 1, 2021 to December 31, 2021		For the Six Months Ended June 30, 2021
(In millions)	2023		2022
Revenues
Policy charges and fee income	$	646	$	509	$	434	$	438
Premiums	88		99		26		24
Net investment income	590		778		498		534
Investment and derivative related losses, net	(929)		(76)		(50)		(242)
Total revenues	395		1,310		908		754
Benefits, Losses and Expenses
Benefits and losses	307		521		161		349
Change in market risk benefits	(305)		(295)		2		—
Amortization of value of business acquired and deferred acquisition costs	55		61		24		(43)
Insurance operating costs and other expenses	334		301		212		232
Total benefits, losses and expenses	391		588		399		538
Income before income taxes	4		722		509		216
Income tax expense (benefit) [1]	(39)		107		88		30
Net income	$	43	$	615	$	421	$	186

[1] The effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the separate account dividends received deduction. For a reconciliation of the income tax provision at the U.S. Federal statutory rate to the provision for income taxes, see Note 14 - Income Taxes of Notes to Consolidated Financial Statements.

The year ended December 31, 2023 compared to the year ended December 31, 2022 (Successor Company)

The decrease in net income of $572 was due to higher investment and derivative related losses, net of $853 and lower net investment income of $188, partially offset by higher policy charges and fee income of $137 and lower benefits and losses of $214. Other changes amounted to an increase of $118.

The increase in policy charges and fee income was primarily driven by additional policy charges and fee income of $181 related to the Guardian reinsurance assumption due to the timing of the transaction, partially offset by lower policy charges and fee income associated with affiliate reinsurance of $29. Other changes amounted to a decrease of $15.

Net investment income decreased primarily to higher host accretion associated with modified coinsurance embedded derivatives of $235, partially offset by an increase in net investment income due to fixed maturities, policy loans and mortgage loans of $89. Other decreases amounted to $42.

Investment and derivative related losses, net increased primarily due to a decrease in the value of freestanding derivatives of $896 (mainly, the VA hedge program). Other net increases amounted to $43.

Benefits and losses were primarily driven by lower changes in the reserve for life contingent payout annuities, variable annuity blocks of business and COLI, partially offset by higher interest credited..

Insurance operating costs and other expenses increased due to operating costs associated with the reinsured blocks from Guardian of $19 and administration fees associated with the reinsured blocks from Allianz of $8. Other net increases amounted to $6.

The period of July 1, 2021 to December 31, 2021 (Successor Company)

Policy charges and fee income was primarily driven by fees from the VA block of business and COLI.

Total net investment income was primarily driven by strong investment funds, as well as fixed maturities income.

Investment and derivative related losses, net were primarily driven by macro hedge program losses.

Benefits and losses were primarily driven by changes in the reserve for life contingent payout annuities, VA blocks of business, COLI and interest credited.

Insurance operating costs and other expenses were primarily driven by operating costs. In addition, there were transaction costs related to the Sixth Street and Allianz transactions.

The six months ended June 30, 2021 (Predecessor Company)

Fee Income was primarily driven by fees from the VA block of business and COLI.

Total net investment income was primarily driven by fixed maturities and strong investment funds.

Investment and derivative related losses, net were primarily driven by macro hedge program losses partially offset by investment related gains on sales.

Benefits and losses were primarily driven by operating costs.

INVESTMENT RESULTS


Composition of Invested Assets
	Successor Company
	December 31, 2023				December 31, 2022
	Amount		Percent		Amount		Percent
Fixed maturities, at fair value	$	15,106	70.3	%	$	15,714	69.0	%
Equity securities, at fair value	182		0.8	%	179		0.8	%
Mortgage loans, net of allowance for credit losses	2,019		9.4	%	2,520		11.1	%
Policy loans, at outstanding balance	1,528		7.1	%	1,495		6.6	%
Investment funds	1,428		6.7	%	1,300		5.7	%
Other investments [1]	35		0.2	%	95		0.3	%
Short-term investments, at fair value	1,181		5.5	%	1,489		6.5	%
Total investments	$	21,479	100.0	%	$	22,792	100.0	%

[1] Primarily includes derivative instruments and as of December 31, 2022 (Successor Company) includes real estate acquired in satisfaction of debt.

Total investments decreased since December 31, 2022 (Successor Company) primarily due to sales of mortgage loans, short-term investments and available for sale securities, partially offsetting this were increases from investments due to lower interest rates during the period and additional affiliate loans issued by the Company, which increase short-term investments.


Net Investment Income
	Successor Company												Predecessor Company
	For the Years Ended December 31,								For the Period of July 1, 2021 to December 31, 2021				For the Six Months Ended June 30, 2021
	2023				2022
(Before-tax)	Amount		Yield [1]		Amount		Yield [1]		Amount		Yield [1]		Amount		Yield [1]
Fixed maturities [2]	$	695	3.8	%	$	620	3.2	%	$	174	2.5	%	$	243	3.6	%
Equity securities	11		5.3	%	10		5.1	%	10		14.8	%	2		5.3	%
Mortgage loans	80		3.5	%	74		3.1	%	32		2.9	%	45		4.2	%
Policy loans	90		5.9	%	82		3.9	%	36		4.9	%	40		5.4	%
Investment funds	116		10.6	%	168		15.6	%	259		50.9	%	216		45.7	%
Other [3]	(381)				(146)				1				1
Investment expense	(21)				(30)				(14)				(13)
Total net investment income	$	590	2.5	%	$	778	3.6	%	$	498	5.3	%	$	534	5.9	%
Total net investment income, excluding investment funds	$	474	3.8	%	$	610	3.1	%	$	239	2.7	%	$	318	3.7	%

[1] Yields calculated using annualized net investment income divided by the monthly average value of invested assets, as applicable, excluding repurchase agreement and securities lending collateral, if any, and derivatives book value. The yield calculation for the year ended December 31, 2023 (Successor Company) excludes the impact of the host accretion recorded within other net investment income. The yield calculation for the period of July 1, 2021 to December 31, 2021 (Successor Company) excludes assets acquired from the Allianz reinsurance agreement entered into on December 30, 2021.

[2] Includes net investment income on short-term investments and for periods prior to 2023, excludes certain amounts related to fixed maturities where the FVO was elected.

[3] Includes the accretion using a risk-free rate on the book value of investment portfolios of modified coinsurance arrangements.

The year ended December 31, 2023 (Successor Company) compared to the year ended December 31, 2022 (Successor Company)

Total net investment income for the years ended December 31, 2023 and 2022 (Successor Company) was $590 and $778, respectively. Total net investment income decreased in 2023 primarily due to higher host accretion associated with modified coinsurance embedded derivatives, partially offset by higher fixed maturities income due to reinvesting in higher yielding investments during the year.

The annualized net investment income yield, excluding investment funds, increased in 2023 to 3.8% compared to 3.1% in 2022. The increase was primarily driven by higher yield on fixed maturities.

The new money yield, excluding certain U.S. Treasury securities and cash equivalent securities, was 4.1% for the year ended December 31, 2023, which was above the average yield of sales and maturities of 2.5% for the same period.

The period of July 1 to December 31, 2021 (Successor Company)

Total net investment income for the period of July 1, 2021 to December 31, 2021 was $498. Total net investment income was primarily impacted by greater income from investment funds primarily driven by higher valuations and cash distributions within private equity funds, partially offset by a decrease in fixed maturities income due to greater amortization of premium due to book value being written up to market value as a result of pushdown accounting for the Sixth Street transaction, and continued lower yield on fixed maturities resulting from reinvesting at lower rates.

The annualized net investment income yield, excluding investment funds and the Allianz coinsurance assets, was 2.7% for the period of July 1, 2021 to December 31, 2021. Excluding investment funds and non-routine items, the annualized investment income yield was 2.6% for the same period.

The new money yield for the period of July 1, 2021 to December 31, 2021, excluding certain U.S. Treasury securities and cash equivalent securities, was approximately 2.8%, which was above the average yield of sales and maturities of 2.1% for the same period.

The six months ended June 30, 2021 (Predecessor Company)

Total net investment income for the six months ended June 30, 2021 was $534. Total net investment income was primarily impacted by greater income from investment funds primarily driven by higher valuations and sales of underlying investments within private equity funds, partially offset by a lower yield on fixed maturities resulting from reinvesting at lower rates and a lower yield on floating rate investments.

The annualized net investment income yield, excluding investment funds, was 3.7% for the six months ended June 30, 2021. Excluding investment funds and non-routine items, the annualized investment income yield was 3.6% for the same period.

The new money yield for the six months ended June 30, 2021, excluding certain U.S. Treasury securities and cash equivalent securities, was approximately 2.5%, which was below the average yield of sales and maturities of 3.2% for the same period.


Investment and Derivative Related Gains (Losses)
	Successor Company						Predecessor Company
	For the Years Ended December 31,				For the Period of July 1, 2021 to December 31, 2021		For the Six Months Ended June 30, 2021
	2023		2022
Available-for-sale debt securities
Gross gains on sales	$	1	$	2	$	14	$	55
Gross losses on sales	(194)		(532)		(20)		(8)
Net realized gain/loss on other disposals	(12)		—		—		—
Net realized investment related losses on available-for-sale debt securities	(205)		(530)		(6)		47

Provision for credit losses on fixed maturities, available-for-sale	(16)		(1)		6		—
Net recognized investment related losses on fair value option fixed maturities	(11)		(21)		—		—
Net realized investment related gains (losses) on equity securities	12		(24)		(2)		—
Net unrealized investment related gains (losses) on equity securities still held at the end of the period	(8)		5		16		—
Provision for credit losses on mortgage loans	(11)		(3)		(1)		6
Net recognized investment related gains on fair value option investment funds	41		16		—		—
Embedded derivatives [1]	198		1,014		15		80
Freestanding derivatives [1]	(926)		(297)		(73)		(379)
Fixed indexed annuities hedge program	22		(247)		—		—
Other, net	(25)		12		(5)		4
Investment and derivative related losses, net	$	(929)	$	(76)	$	(50)	$	(242)

[1] Refer to the Non-Qualifying Derivatives section of Note 4 - Derivatives for additional information.

Investment and derivative related losses, net increased from 2022, primarily due to losses on the VA hedge program and gross realized losses on sale on available-for-sale securities, partially offset by lower losses ceded as part of affiliated modified coinsurance reinsurance embedded derivatives.

Freestanding Derivatives

Variable Annuity Hedge Program

•For the year ended December 31, 2023 (Successor Company), losses on the macro hedge program were $897 and were primarily driven by higher interest rates and equity indices, which decreased the value of interest rate swaps and put options.

•For the year ended December 31, 2022 (Successor Company), losses on the macro hedge program were $1.

•For the period of July 1, 2021 to December 31, 2021 (Successor Company), losses on the macro hedge program were primarily due to losses of $50 driven by improvements in the equity markets, $46 driven by time decay of options and $32 driven by improvements in interest rates, partially offset by $27 due to equity volatility.

•For the six months ended June 30, 2021 (Predecessor Company), losses on the macro hedge program were primarily due to losses of $98 driven by improvements in the equity markets, $62 driven by improvements in interest rates and $67 driven by time decay of options.

Gross Gains and Losses on Sales of Available-for-Sale Securities

•Gross gains and losses on sales for the year ended December 31, 2023 (Successor Company) were primarily driven by issuer specific selling within investment grade corporate securities for duration and/or liquidity management.

•Gross gains and losses on sales for the year ended December 31, 2022 (Successor Company) were primarily driven by issuer specific selling within investment grade corporates and sales of U.S. Treasury securities for duration and/or liquidity management.

•Gross gains and losses on sales for the period of July 1, 2021 to December 31, 2021 (Successor Company) were primarily driven by issuer specific selling within investment grade corporates and sales of U.S. Treasury securities for duration and/or liquidity management.

•Gross gains and losses on sales for the six months ended June 30, 2021 (Predecessor Company) were primarily driven by sales of investment grade corporate securities, CMBS, and sales of U.S. Treasury securities for duration and/or liquidity management.

Embedded Derivatives

Modified coinsurance reinsurance derivative contracts

•For the year ended December 31, 2023 (Successor Company), the Company's general account portfolio recorded net unrealized gains, which were then transferred to an affiliate as part of modified coinsurance reinsurance contracts. Modified coinsurance reinsurance contracts contain embedded derivatives and transfer to the reinsurer the investment experience related to the assets supporting the reinsured policies.

•For the year ended December 31, 2022 (Successor Company), net realized capital gains on modified coinsurance reinsurance derivative contracts, where the Company is the ceding entity, were primarily due to higher interest rates, which lowered the value of the underlying investments withheld from reinsurers. Modified coinsurance reinsurance contracts are accounted for as embedded derivatives and transfer to the reinsurer the investment experience related to the assets supporting the reinsured policies.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In applying these estimates and assumptions, on a regular basis management makes subjective and complex judgments that are uncertain and subject to change. Actual results could differ materially from these estimates.

For a detailed discussion of our significant accounting policies and accounting pronouncements, see Note 1 to the Consolidated Financial Statements.

The Company has identified the following estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:

•valuation of investments and freestanding derivative instruments;

•valuation of market risk benefits and embedded derivatives on indexed annuities;

•reserve for future policy benefits;

•evaluation of credit losses on AFS fixed maturities, and ACL on mortgage loans;

•evaluation of goodwill and other intangible assets for impairment; and

•valuation allowance on deferred tax assets.

Certain of these estimates are particularly sensitive to market conditions, and deterioration and/or volatility in the worldwide debt or equity markets could have a material impact on the Consolidated Financial Statements.

Valuation of Investments and Freestanding Derivative Instruments

The valuation of investments involves judgment and, as additional information becomes available, can be subject to considerable variability which could significantly affect our Consolidated Financial Statements. For investment funds, the Company typically measures investments using net asset value information provided by the general partner. Otherwise, for fixed maturities, equity securities, mortgage loans, derivatives, and short-term investments, the Company generally determines fair values using valuation techniques that use prices, rates, and other relevant information evident from market transactions involving identical or similar instruments. Valuation techniques also include, where appropriate, estimates of future cash flows that are converted into a single discounted amount using current market expectations. The Company regularly evaluates valuation techniques, including assumptions and inputs used within such techniques.

For further discussion regarding fair value methodologies, assumptions, and pricing hierarchies used for significant asset classes, refer to Note 5 – Fair Value Measurements of Notes to Consolidated Financial Statements.

Valuation of Market Risk Benefits and Embedded Derivatives on Indexed Annuities

Market risk benefits (MRBs) represent contracts or contract features that both provide protection to the contractholder from, and exposes the insurance entity to, other-than-nominal capital market risk. The Company historically offered and assumes certain guarantees and product features on VA and FIA products which meet the criteria for and are classified as MRBs. These include guaranteed minimum death benefits (“GMDB”), guaranteed minimum withdrawal benefits (“GMWB”) and guaranteed minimum income benefits (“GMIB”) for VA products and guaranteed lifetime withdrawal benefits (“GLWB”) and expected annuitization benefits for FIA products.

At contract inception, the Company assesses the fees and assessments collectible from the policyholder and allocates them to the extent they are attributable to the MRB. If attributed fees are sufficient to cover the projected benefits, a non-option valuation model is used. If attributed fees are insufficient to cover the projected benefits (or there are no explicit fees collectible from the policyholder), an option-based valuation model is used. Under either model, MRBs are measured at fair value and may be recorded as a liability or an asset, based on the present value of expected future benefits payments to contractholder, less the present value of expected fees attributable to the MRB, if applicable.

The significant inputs to the valuation models for these MRB cash flows include actuarially determined assumptions for contractholder behavior, including lapse rates, benefit utilization rates, surrender rates, and mortality rates. In addition, significant inputs include capital market assumptions, such as interest rate levels and market volatility assumptions. For FIA contracts, assumptions also include projected equity returns which impact cash flows attributable to indexed strategies, implied equity volatilities, expected index credits and future equity option costs.

The models are based on a risk neutral valuation framework and incorporate risk premiums inherent in valuation techniques, inputs, and the general uncertainty around the timing and amount of future cash flows. A risk margin is incorporated within

the discount rate to reflect uncertainty in the projected cash flows, as well as credit spreads to reflect nonperformance risk, for both the Company and the assuming company for the Company’s ceded reinsurance transactions.

The Company reinsures products, primarily indexed annuities, that contain embedded derivatives. Indexed annuities allow the contractholder to elect a fixed interest rate credit or an indexed credit based on the performance of equity market indices, such as the S&P 500. The equity market option is an embedded derivative which has economic characteristics not clearly and closely related to the economic characteristics of the host contract. Accordingly, the Company bifurcates the embedded derivative from the host annuity contract and separately measures an embedded derivative. The embedded derivative is measured at fair value, based on the present value of cash flows attributable to the indexed strategies, and is derived using assumptions to estimate future account values, including index credits on the next policy anniversary date, equity option costs, volatility, interest rates and contractholder behavior such as lapses and benefit utilization. The embedded derivative cash flows are discounted using a rate adjusted to reflect the Company’s nonperformance risk.

The Company receives credits from ceding counterparties that hedge the equity market options on an economic basis, but generally the change in the fair value of the hedging instrument will not directly correspond to the change in fair value of the embedded derivatives. The hedging instruments are designed to hedge the equity market indexed credits expected at the end of the current period, whereas measurement of the embedded derivative represents the expected rights of the contractholder to receive index credits over the entire contract period. Economically, the Company hedges for the current period because contractholder account balances receive indexed credits at the end of each index term. Because the embedded derivative has a longer-dated duration relative to the shorter-dated economic hedge, there is a mismatch which may lead to differences in earning recognition patterns for accounting purposes.

A multidisciplinary group of finance, actuarial and risk management professionals review and approve changes to the Company's valuation model as well as associated controls.

For further discussion on the MRB valuation methodology, see Note 12 - Market Risk Benefits of Notes to the Consolidated Financial Statements, and for a discussion on the sensitivities of market risk benefits due to capital market factors see MD&A - Managing Equity Risk on Variable Annuity Products. For further discussion on the FIA embedded derivative valuation methodology, see the FIA Embedded Derivative section in Note 5 – Fair Value Measurements of Notes to Consolidated Financial Statements.

Reserve for Future Policy Benefits

The reserve for future policy benefits primarily consists of liabilities related to long duration contracts which include life-contingent contract annuitizations and traditional life insurance contracts for products such as whole life and guaranteed term life. This is referred to as the liability for future policy benefits (LFPB), and is calculated using standard actuarial methods, which consider the present value of future benefits and related expenses to be paid less the present value of the portion of future premiums required. Such calculations are measured using updated cash flow assumptions related to policyholder mortality, policyholder behavior, or expenses, as well as updated discount rate assumptions.

The reserve also includes deferred profit liabilities for limited-payment contracts (DPL), which represents the profit margin in premiums paid over a shorter duration than the claim payment period, and liabilities for other insurance benefits related to universal life contracts with secondary guarantees (ULSG), which represent additional protections of death benefits in the event the contract has insufficient account value to cover the cost of insurance.

The Company updates all reserves at least quarterly for actual experience and future cash flow assumptions are evaluated at least annually. Cash flow assumptions include, among others, mortality and lapse rates, and are reviewed and updated, as needed, following the Company’s assumption review in the third quarter. Cash flow assumptions may be updated more frequently, if necessary, based on trending experience and future expectations. Cash flows are discounted using an upper-medium grade (or low credit risk), fixed-income instrument yield (the equivalent of a Single A corporate bond rate). All reserves are carried at amounts that, with additions from interest on such reserves compounded annually at assumed rates, are expected to be sufficient to meet the Company’s policy obligations at their maturities or in the event of an insured’s death.

Finally, the reserve includes negative VOBA that was established for certain transactions when the fair value of obligations related to acquired insurance and investment contracts exceed the book value of policy liabilities, resulting in additional reserves.

For further discussion, see Note 10 – Reserve for Future Policy Benefits of Notes to Consolidated Financial Statements.

Evaluation of Credit Losses on AFS Fixed Maturities and ACL on Mortgage Loans

Each quarter, a group of investment and accounting professionals evaluates investments to determine if a credit loss is present for AFS fixed maturities or an ACL is required for mortgage loans. These evaluations are quantitative and qualitative processes, which are subject to risks and uncertainties. For further discussion of the accounting policies, see Note 1 - Basis of Presentation and Significant Accounting Policies of Notes to Consolidated Financial Statements. For a discussion of

impairments recorded, see the Credit Losses on Fixed Maturities, AFS and Intent-to-Sell Impairments and ACL on Mortgage Loans sections within the Investment Portfolio Risks section of the MD&A.

Evaluation of Goodwill and Other Intangible Assets for Impairment

Goodwill and other intangible assets include the excess of the fair value of the net identifiable assets recorded in connection with acquisitions that have been pushed down to the Company, as well as indefinite lived assets that are not amortized. These non-amortizing intangible assets are reviewed for impairment at least annually, or more frequently if events occur or circumstances change that would indicate that a triggering event for a potential impairment has occurred. Intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Each year, an annual goodwill and intangible asset impairment test is performed in the third quarter and as a result of the test the fair value of the reporting unit significantly exceeded its carrying value.

Valuation Allowance on Deferred Tax Assets

Deferred tax assets represent the tax benefit of future deductible temporary differences and tax credit carryforwards. Deferred tax assets are measured using the enacted tax rates expected to be in effect when such benefits are realized if there is no change in tax law. Under U.S. GAAP, we test the value of deferred tax assets for impairment on a quarterly basis at the entity level within each tax jurisdiction, consistent with our filed tax returns. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The determination of the valuation allowance for our deferred tax assets requires management to make certain judgments and assumptions. In evaluating the ability to recover deferred tax assets, we have considered all available evidence as of December 31, 2023 (Successor Company) including past operating results, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. In the event we determine it is more likely than not that we will not be able to realize all or part of our deferred tax assets in the future, an increase to the valuation allowance would be charged to earnings in the period such determination is made. Likewise, if it is later determined that it is more likely than not that those deferred tax assets would be realized, the previously provided valuation allowance would be reversed. Our judgments and assumptions are subject to change given the inherent uncertainty in predicting future performance and specific industry and investment market conditions.

As of December 31, 2023 and 2022 (Successor Company), the Company had no valuation allowance. In assessing the need for a valuation allowance, management considered future taxable temporary difference reversals, future taxable income exclusive of reversing temporary differences and carryovers, taxable income in open carry back years and other tax planning strategies. From time to time, tax planning strategies could include holding a portion of debt securities with market value losses until recovery, making investments which have specific tax characteristics, and business considerations such as asset-liability matching. Management views such tax planning strategies as prudent and feasible and would implement them, if necessary, to realize the deferred tax assets.

Amortization of VOBA and Other Deferred Reinsurance Amounts

Amortization of VOBA and other deferred reinsurance amounts is no longer considered a critical accounting estimate as a result of the adoption of LDTI as of January 1, 2023.

ENTERPRISE RISK MANAGEMENT

The Enterprise Risk Committee of the Talcott Financial Group Investments, LLC Board (“ERC”) is responsible for oversight of risk of Talcott Financial Group, Investments, LLC and its direct and indirect subsidiaries. The ERC is responsible for setting the enterprise risk appetite framework and limits and dictates the risk appetite guidelines for its indirect subsidiaries including Talcott Resolution Life Insurance Company. While the ERC maintains risk oversight at the aggregate level and ensures compliance with the risk management framework for all of Talcott Financial Group subsidiaries, the Talcott Resolution Life Insurance Company (“TL”) Board of Directors (“the Board”) provides direct oversight of all risk exposures for TL and its subsidiaries. Management is tasked with the day-to-day management of the Company’s risks.

The Company manages and monitors risk through risk policies, controls and limits. Talcott Resolution's risk profile, risk management practices, and adherence to risk limits are monitored and reported to the Board. The enterprise management risk committee and working groups provide oversight of specific risk areas and consist of TL participants and participants from the other operating insurance companies. The Enterprise Management Risk and Capital Committee (“EMRCC”) reports up to ERC and reports out to the Board.

Talcott Financial Group Investments, LLC Enterprise
Board Risk Committee

TL Board

Enterprise Management Risk and Capital Committee ("EMRCC")

Enterprise Finance, Investment and Capital Working Group ("EFICWG")

Enterprise Insurance Risk Working Group ("EIRWG")

Enterprise Risk Governance Working Group ("ERGWG")

Liquidity Risk

Policyholder Behavior Risk

Emerging Risk

Market and Credit Risk

Operational Risk

Mortality Risk

Longevity Risk

Model Oversight

In the first quarter of 2024, Talcott Resolution has performed an assessment of its internal Risk Committee structure to streamline its risk management activities and better align the risk committees with the business objectives. Effective April 1, 2024, the Company is updating its committee structure to better align the sub-committees with the risk taxonomy and streamline committee membership.

Changes to the internal risk committee structure include:

1.Renaming the Enterprise Finance, Investment, and Capital Working Group to the Enterprise Financial Risk Committee

a.The responsibilities of the Enterprise Liquidity Risk Working Group and Enterprise Derivatives Working Group will be absorbed by the Enterprise Financial Risk Committee

2.Enterprise Insurance Risk Working Group will be renamed to the Enterprise Assumption Review Committee

3.Enterprise Model Oversight Committee will become a direct sub-committee of the EMRCC instead of reporting up through the Enterprise Insurance Risk Working Group

4.Enterprise Risk Governance Working Group will be renamed to the Enterprise Operational Risk Committee

The Company's enterprise risk management ("ERM") function, led by the Group Chief Risk Officer ("CRO"), supports the ERC, Board of operating companies, and enterprise risk committees and working groups. The ERM leadership team consists of the Head of Insurance Risk, Head of Operational Risk, Head of Market Risk, Head of Policy and Risk Reporting, US CRO and offshore CRO.

ERM is tasked with, among other things:

• risk identification and assessment;

• the development of risk appetites, tolerances, and limits;

• risk monitoring; and

• internal and external risk reporting.

The Company categorizes its main risks as financial risk, operational risk, and insurance risk, each of which are described in more detail below.

Financial Risk Management

Financial risks include direct and indirect risks to the Company's financial objectives coming from events that impact market conditions or prices. Some events may cause correlated movement in multiple risk factors. The primary sources of financial risks are the Company's general account and separate account assets and the liabilities and the guarantees which the Company has written over various liability products, particularly its fixed annuities and VA. Consistent with its risk appetite, the Company establishes financial risk limits to control potential loss on a U.S. statutory and economic basis. Exposures are actively monitored and mitigated where appropriate. The Company uses various risk management strategies, including reinsurance and over-the-counter and exchange traded derivatives with counterparties meeting the appropriate regulatory and due diligence requirements. Derivatives are utilized to achieve one of four Company-approved objectives: hedging risk arising from interest rate, equity market, commodity market, credit spread and issuer default, currency exchange rate exposures or volatility. Derivative activities are monitored and evaluated by the Company’s compliance and risk management teams and reviewed by senior management.

The Company identifies different categories of financial risk, including liquidity, credit, interest rate and equity as described below.

Liquidity Risk

Liquidity risk is the risk to current or prospective earnings or capital arising from the Company's inability or perceived inability to meet its contractual funding obligations when they come due.

Sources of Liquidity Risk

Sources of liquidity risk include funding risk, company-specific liquidity risk and market liquidity risk resulting from differences in the amount and timing of sources and uses of cash as well as company-specific and general market conditions. Stressed market conditions may impact the ability to sell assets or otherwise transact business and may result in a significant loss in value.

Impact

Inadequate capital resources and liquidity could negatively affect the Company’s overall financial strength and its ability to generate cash flows from its businesses, borrow funds at competitive rates, and raise new capital to meet operating and growth needs.

Management

The Company has defined ongoing monitoring and reporting requirements to assess liquidity across the enterprise under both current and stressed market conditions. The Company measures and manages liquidity risk exposures and funding needs within prescribed limits across legal entities, taking into account legal, regulatory and operational limitations to the transferability of liquidity. The Company also monitors internal and external conditions and identifies material risk changes and emerging risks that may impact liquidity. The Company's Treasurer has primary responsibility for liquidity risk.

For further discussion on liquidity, see the Liquidity Requirements and Sources of Capital section within Capital Resources and Liquidity.

Credit Risk

Credit risk is the risk to earnings or capital due to uncertainty of an obligor’s or counterparty’s ability or willingness to meet its obligations in accordance with contractually agreed upon terms. Credit risk is comprised of three major factors: the risk of change in credit quality, or credit migration risk; the risk of default; and the risk of a change in value due to changes in credit spread.

Sources of Credit Risk

The majority of the Company’s credit risk is concentrated in its investment holdings, but it is also present in the Company's derivative counterparty exposure, reinsurance transactions, and to a lesser extent VA fund assets under management.

Impact

A decline in creditworthiness is typically associated with an increase in an investment’s credit spread, potentially resulting in an increase in credit losses and an increased probability of a realized loss upon sale. Derivative exposure and reinsurance recoverables are also subject to credit risk based on the counterparty’s unwillingness or inability to pay. The value of VA fund assets under management can also be affected by an increase in investment credit spreads or defaults on underlying investments.

Management

The objective of the Company’s enterprise credit risk management strategy is to identify, quantify, and manage credit risk on an aggregate portfolio basis and to limit potential losses in accordance with an established credit risk management policy. The Company primarily manages its credit risk by holding a diversified mix of investment grade issuers and counterparties across its investment, reinsurance, and insurance portfolios. Potential losses are also limited within portfolios by diversifying across geographic regions, asset types and sectors.

The Company manages credit risk on an on-going basis through the use of various processes and analyses. Both the investment and reinsurance areas have formulated procedures for counterparty approvals and authorizations, which establish minimum levels of creditworthiness and financial stability. Credits considered for investment are subjected to underwriting reviews. Within the investment portfolio, private securities are subject to management approval. Mitigation strategies vary across the three sources of credit risk, but may include:

•Investing in a portfolio of high-quality and diverse securities;

•Selling investments subject to credit risk;

•Hedging through use of single name or basket credit default swaps;

•Clearing transactions through central clearing houses that require daily variation margin;

•Entering into contracts only with strong creditworthy institutions; and

•Requiring collateral.

The Company has developed credit exposure thresholds which are based upon counterparty ratings. Aggregate counterparty credit quality and exposure is monitored on a monthly basis utilizing an enterprise-wide credit exposure information system that contains data on issuers, ratings, exposures, and credit limits. Exposures are tracked on a current and potential basis and aggregated by the ultimate parent across investments, reinsurance receivables, insurance products with credit risk, and derivative counterparties.

As of December 31, 2023 and 2022 (Successor Company), the Company had investment exposure associated with credit concentration risk of a single issuer, other than the U.S. government and certain U.S. government securities. For further discussion of concentration of credit risk in the investment portfolio, see the Concentration of Credit Risk section in Note 3 - Investments of Notes to Consolidated Financial Statements. The Company had no investment exposure to a derivative counterparty greater than 10% of the Company's stockholder's equity.

Credit Risk of Derivatives

The Company uses various derivative counterparties in executing its derivative transactions. The use of counterparties creates credit risk that the counterparty may not perform in accordance with the terms of the derivative transaction. A reduction in the financial strength ratings as set by nationally recognized statistical agencies or a decline in the RBC ratio of the Company’s insurance operating companies may have adverse implications for its use of derivatives including those used to hedge benefit guarantees of VA. Derivative counterparties for over-the-counter ("OTC") derivatives and clearing brokers for OTC-cleared derivatives have the right to cancel and settle outstanding derivative trades or require additional collateral to be posted if the Company's financial strength falls below certain thresholds. In addition, if the Company does not meet these thresholds, counterparties and clearing brokers may becoming unwilling to engage in or clear additional derivatives or may require collateralization before entering into any new trades. This would restrict the supply of derivative instruments commonly used to hedge VA guarantees, particularly long-dated equity derivatives and interest rate swaps.

Managing the Credit Risk of Counterparties to Derivative Instruments

The Company has derivative counterparty exposure policies which limit the Company’s exposure to credit risk. The Company monitors counterparty exposure on a monthly basis to ensure compliance with Company policies and statutory limitations. The Company’s policies with respect to derivative counterparty exposure establishes market-based credit limits, favors long-term financial stability and creditworthiness of the counterparty and typically requires credit enhancement/credit risk reducing agreements, which are monitored and evaluated by the Company’s risk management team and reviewed by senior management.

The Company minimizes the credit risk of derivative instruments by entering into transactions with high quality counterparties primarily rated A or better. The Company also generally requires that OTC derivative contracts be governed by an International Swaps and Derivatives Association ("ISDA") Master Agreement, which is structured by legal entity and by counterparty and permits right of offset. The Company enters into credit support annexes in conjunction with the ISDA agreements, which require daily collateral settlement based upon agreed upon thresholds.

The Company has developed credit exposure thresholds which are based upon counterparty ratings. Credit exposures are measured using the market value of the derivatives, resulting in amounts owed to the Company by its counterparties or potential payment obligations from the Company to its counterparties. The notional amounts of derivative contracts represent the basis upon which pay or receive amounts are calculated and are not reflective of credit risk. For purposes of daily derivative collateral maintenance, credit exposures are generally quantified based on the prior business day’s market value and collateral is pledged to and held by, or on behalf of, the Company to the extent the current value of the derivatives exceed the contractual thresholds. In accordance with industry standard and the contractual agreements, collateral is typically settled on same business day. The Company has exposure to credit risk for amounts below the exposure thresholds which are uncollateralized, as well as for market fluctuations that may occur between contractual settlement periods of collateral movements.

Most of the Company's derivative counterparty relationships have a zero uncollateralized threshold. Currently, the Company only transacts OTC derivatives with one counterparty and in one legal entity where the collateralized thresholds to the Company is greater than zero. For further discussion, see the Derivative Commitments section of Note 15 - Commitments and Contingencies of Notes to Consolidated Financial Statements.

For the year ended December 31, 2023 (Successor Company), the Company incurred no losses on derivative instruments due to counterparty default.

Use of Credit Derivatives

The Company may also use credit default swaps to manage credit exposure or to assume credit risk to enhance yield. The Company uses credit derivatives to purchase credit protection with respect to a single entity, referenced index, or asset pool. The Company purchases credit protection through credit default swaps to economically hedge and manage credit risk of certain fixed maturity investments across multiple sectors of the investment portfolio. As of December 31, 2023 and 2022 (Successor Company), the notional amount related to credit derivatives that purchase credit protection was $0 and $0, respectively, while the fair value was $0 and $0, respectively. These amounts do not include positions that are in offsetting relationships.

The Company may also enter into credit default swaps that assume credit risk as part of replication transactions. Replication transactions are used as an economical means to synthetically replicate the characteristics and performance of assets that are permissible investments under the Company’s investment policies. These swaps reference investment grade single corporate issuers and baskets, which include customized diversified portfolios of corporate issuers. These baskets are established within sector concentration limits and may be divided into tranches which possess different credit ratings. As of December 31, 2023 and 2022 (Successor Company), the notional amount related to credit derivatives that assume credit risk was $500 and $500, respectively, while the fair value was $10 and $4, respectively. These amounts do not include positions that are in offsetting relationships.

For further information on credit derivatives, see Note 4 - Derivatives of Notes to Consolidated Financial Statements.

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities arising from movements in interest rates. Interest rate risk encompasses exposures with respect to changes in the level of interest rates, the shape of the term structure of rates and the volatility of interest rates. Interest rate risk does not include exposure to changes in credit spreads.

Sources of Interest Rate Risk

The Company has exposure to interest rates arising from its fixed maturity securities and interest sensitive liabilities. In addition, certain product liabilities, including those containing GMWB or GMDB, expose the Company to interest rate risk but also have significant equity risk. These liabilities are discussed as part of the Managing Equity Risk on Variable Annuity Products section. Management also evaluates performance of certain products based on net investment spread which is, in part, influenced by changes in interest rates.

Impact

Changes in interest rates from current levels can have both favorable and unfavorable effects for the Company.

Change in Interest Rates

Favorable Effects

Unfavorable Effects

Additional investment income

Decrease in the fair value of the fixed maturity investment portfolio

Lower cost of the variable annuity hedge program

Potential increase in policyholder surrenders, requiring the Company to liquidate assets in an unrealized loss position to fund liability surrender value

Lower margin erosion associated with minimum guaranteed crediting rates on certain products

Potential impact on the Company's tax planning strategies

Higher interest expense

Increase in the fair value of the fixed maturity investment portfolio

Lower net investment income due to reinvesting at lower investment yields

Lower interest expense

Lower interest income on variable rate investments

Acceleration in paydowns and prepayments or calls of certain mortgage-backed and municipal bonds

Increased cost of variable annuity hedge program

Potential margin erosion associated with minimum guaranteed crediting rates on certain products

Management

The Company primarily manages its exposure to interest rate risk by constructing investment portfolios that maintain asset allocation limits and asset/liability duration matching targets which may include the use of derivatives. The Company analyzes interest rate risk using various models including parametric models and cash flows simulation under various market scenarios of the liabilities and their supporting investment portfolios. Key metrics that the Company uses to quantify its exposure to interest rate risk inherent in its invested assets and interest rate sensitive liabilities include duration, convexity and key rate duration.

The Company may also utilize a variety of derivative instruments to mitigate interest rate risk associated with its investment portfolio or to hedge liabilities. Interest rate caps, floors, swaps, swaptions and futures may be used to manage portfolio duration. Interest rate swaps are primarily used to convert interest receipts or payments to a fixed or variable rate. The use of such swaps enables the Company to customize contract terms and conditions to desired objectives and manage the duration profile within established tolerances. Interest rate swaps are also used to hedge the variability in the cash flow of a forecasted purchase or sale of fixed rate securities due to changes in interest rates.

As of December 31, 2023 and 2022 (Successor Company), notional amounts pertaining to derivatives utilized to manage the interest rate risk of investments, including offsetting positions, totaled $1.3 billion and $1.6 billion, respectively. The fair value of these derivatives was $(217) and $(1) as of December 31, 2023 and 2022 (Successor Company), respectively. These amounts do not include derivatives associated with the Variable Annuity Hedging Program.

Assets and Liabilities Subject to Interest Rate Risk

Fixed Income Investments

The fair value of fixed income investments, which include fixed maturities, commercial mortgage loans and short-term investments, was $18.1 billion at December 31, 2023 (Successor Company) and $19.7 billion at December 31, 2022 (Successor Company), respectively. The weighted average duration of the portfolio, including derivative instruments, was approximately 7.0 years as of December 31, 2023 (Successor Company) and 6.7 years as of December 31, 2022 (Successor Company).

Liabilities

The Company’s issued investment contracts and certain insurance product liabilities, other than non-guaranteed separate accounts, include asset accumulation vehicles such as fixed annuities, guaranteed investment products, and other investment and universal life-type contracts. The primary risk associated with these products is that, despite the use of market value adjustment features and surrender charges, the spread between investment return and credited rate may not be sufficient to earn targeted returns.

Asset accumulation vehicles primarily require a fixed rate payment, often for a specified period of time, and fixed rate annuities contain surrender values that are based upon a market value adjusted formula if held for shorter periods. As of December 31, 2023 and 2022 (Successor Company), the Company had $3.0 billion and $3.5 billion, respectively, of liabilities for fixed annuities predominantly with 3% minimum interest guarantees.In addition, certain products such as COLI contracts and the general account portion of VA products credit interest to policyholders subject to market conditions and minimum interest rate guarantees. As of both December 31, 2023 and 2022 (Successor Company), the Company had $2.0 billion of general account COLI account value, with minimum interest guarantees on unloaned account value ranging from 4.0% to 4.5%. As of December 31, 2023 and 2022 (Successor Company), the general account portion of the VA contracts was $2.5 billion and $2.9 billion, respectively, with minimum guarantees ranging from 1.5% to 4.0%.

The Company's issued non-investment type contracts include structured settlement contracts, terminal funding agreements and on-benefit payout annuities (i.e., the annuitant is currently receiving benefits). The cash outflows associated with these policy liabilities are not interest rate sensitive but do vary based on actual to expected mortality experience. Similar to investment-type products, the aggregate cash flow payment streams are relatively predictable. Products in this category may rely upon actuarial pricing assumptions (including mortality and morbidity) and have an element of cash flow uncertainty. Additionally, due to the long duration of these liabilities, these products are subject to reinvestment risk. As of December 31, 2023 and 2022 (Successor Company), the Company had $8.7 billion and $8.6 billion, respectively, of liabilities for life-contingent payout annuities.

Interest Rate Sensitivity

Fixed Liabilities and the Invested Assets Supporting Them

Included in the following table is the before-tax change in the net economic value of investment contracts including structured settlements, fixed annuity contracts and terminal funding agreements for which the payment rates are fixed at contract issuance and/or the investment experience is substantially absorbed by the Company’s operations, along with the corresponding invested assets. Also included in this analysis are the interest rate sensitive derivatives used by the Company to hedge its exposure to interest rate risk in the investment portfolios supporting these contracts. Note that for purposes of the sensitivities outlined below, the net economic value is shown, which is net of reinsurance and is the difference between the change in the market value of the assets, and the change in the market value of the liabilities utilizing the Company's internal methodology for calculating economic value.

The calculation of the estimated hypothetical change in net economic value below assumes a 100 basis point upward and downward parallel shift in the yield curve.



	Successor Company
Interest Rate Sensitivity of Fixed Liabilities and Invested Assets Supporting Them	As of December 31, 2023				As of December 31, 2022
Basis point shift	-100		+100		-100		+100
Increase (decrease) in economic value, before tax	$	(156)	$	122	$	(9)	$	(7)

The carrying value of fixed maturities, commercial mortgage loans and short-term investments related to the businesses included in the table above was $15.0 billion and $19.6 billion, as of December 31, 2023 and 2022 (Successor Company), respectively. The assets supporting the fixed liabilities are monitored and managed within set duration guidelines, and are evaluated on a daily basis, as well as annually using scenario simulation techniques in compliance with regulatory requirements. For further discussion on the reinsurance agreements with Commonwealth and the impact to invested assets, please see MD&A - Investment Results, Composition of Invested Assets.

Invested Assets Not Supporting Fixed Liabilities

The following table provides an analysis showing the estimated before-tax change in the fair value of the Company’s investments and related derivatives, excluding assets supporting fixed liabilities which are included in the table above, assuming 100 basis point upward and downward parallel shifts in the yield curve as of December 31, 2023 and 2022 (Successor Company).



	Successor Company
Interest Rate Sensitivity of Invested Assets Not Supporting Fixed Liabilities	As of December 31, 2023				As of December 31, 2022
Basis point shift	-100		+100		-100		+100
Increase (decrease) in fair value, before tax	$	198	$	(156)	$	207	$	(158)

The carrying value of fixed maturities, commercial mortgage loans and short-term investments related to the businesses included in the table above was $1.7 billion and $2.0 billion, as of December 31, 2023 and 2022 (Successor Company), respectively.

The selection of the 100 basis point parallel shift in the yield curve was made only as an illustration of the potential hypothetical impact of such an event and should not be construed as a prediction of future market events. Actual results could differ materially from those illustrated above due to the nature of the estimates and assumptions used in the above analysis. The Company’s sensitivity analysis calculation assumes that the composition of invested assets and liabilities remain materially consistent throughout the year and that the current relationship between short-term and long-term interest rates will remain constant over time. As a result, these calculations may not fully capture the impact of portfolio re-allocations, significant product sales or non-parallel changes in interest rates.

Equity Risk

Equity risk is the risk of financial loss due to changes in the value of global equities or equity indices, alternative investment models, private equities and hedge funds.

Sources of Equity Risk

The Company has exposure to equity risk from general account assets, VA fund assets under management, embedded derivatives within the Company’s VA products and the Company's FIA and VA reinsurance treaties. The Company’s variable products are significantly influenced by the U.S. and other equity markets, as discussed below.

Impact of Equity Risk on General Account Products

Declines in equity markets may result in losses due to sales or reductions in market value that are recorded within reported earnings. Declines in equity markets may also decrease the value of investment funds or result in losses on derivatives, including on embedded product derivatives, thereby negatively impacting our reported earnings.

Managing Equity Risk on Fixed Indexed Annuity Products

The Company has reinsurance treaties in place with Allianz on blocks of FIA. In these contracts, interest is credited based on the performance of an index, generally equity-related. As part of the treaties, the Company has a contractual agreement with Allianz whereby the Company pays Allianz an option budget and Allianz provides corresponding index credits based on actual market performance. Allianz bears the primary risk of slippage to the extent that the hedges they purchase with the option budget do not provide sufficient index credits. A portion of this business has been retroceded to our parent company TR Re.

Impact

The Company retains some equity risk from the fixed indexed annuity block. Generally, declines in equity markets will:

•Reduce the value of the index credits that Allianz will provide, while also reducing the potential index credits to be credited to the annuity block;

•Reduce the carrying value of the index credit receivable from the Allianz hedging agreement, potentially resulting in a need to increase funding of the reinsurance trust; and

•Increase the Company’s liability for guaranteed payouts, as future payouts will be offset by lower account value.

Managing Equity Risk on Variable Annuity Products

Most of the Company’s VA, including the VA contracts reinsured from external counterparties, include GMDB and certain contracts with GMDB also include GMWB features. The Company also has a reinsurance treaty in place in which it reinsures a block of riders on Lincoln VA contracts.

Impact

The Company’s VA contracts are significantly influenced by the U.S. and other equity markets. Generally, declines in equity markets will:

•reduce the value of assets under management and the amount of fee income generated from those assets;

•increase the value of derivative assets used to hedge product guarantees and fee income resulting in investment related gains;

•increase the costs of the hedging instruments we use in our hedging program;

•increase the Company’s net amount at risk ("NAR"), described below, for GMDB and GMWB;

•increase the amount of required assets to be held backing VA guarantees to maintain required regulatory reserve levels and targeted risk-based capital ratios; and

•decrease the Company’s estimated future gross profits, resulting in a VOBA unlock charge.

Increases in equity markets will generally have the inverse impact of those listed in the preceding discussion.

Declines in the equity markets will increase the Company’s liability for these benefits. Many contracts with a GMDB include a MAV, which in rising markets resets the guarantee on the anniversary to be "at the money". As the MAV increases, it can increase the NAR for subsequent declines in account value. Generally, a GMWB contract is "in the money" if the contractholder’s GRB becomes greater than the account value.

The NAR is generally defined as the guaranteed minimum benefit amount in excess of the contractholder’s current account value. VA account values with guarantee features were $32.7 billion and $32.9 billion as of December 31, 2023 and 2022 (Successor Company), respectively.

The following tables summarize the account values of the Company’s VA with guarantee features and the NAR split between various guarantee features (retained net amount at risk is net of reinsurance, but does not take into consideration the effects of the VA hedge programs currently in place as of each balance sheet date).


Total Variable Annuity Guarantees as of December 31, 2023
Successor Company
($ in billions)	Account Value		Gross Net Amount at Risk		Retained Net Amount at Risk		Weighted Average Attained Age
Variable Annuity [1]
GMDB [2]	$	32.7	$	2.2	$	0.4	74.3
GMWB	$	16.7	$	0.1	$	0.0	72.6


Total Variable Annuity Guarantees as of December 31, 2022
Successor Company
($ in billions)	Account Value		Gross Net Amount at Risk		Retained Net Amount at Risk		Weighted Average Attained Age
Variable Annuity [1]
GMDB [2]	$	32.9	$	4.2	$	1.0	73.8
GMWB	$	16.7	$	0.2	$	0.0	73.0

[1] Contracts with a guaranteed living benefit also have a guaranteed death benefit. The NAR for each benefit is shown; however these benefits are not additive.

[2] Excludes contracts without a GMDB due to certain elections made by policyholders or their beneficiaries. Such contracts had $2.9 billion and $2.6 billion of account value as of December 31, 2023 and 2022 (Successor Company), respectively.

Many policyholders with a GMDB also have a GMWB. These benefits are not additive. Policyholders that have a product with both guarantees can receive, at most, the greater of the GMDB or GMWB. The GMDB NAR disclosed in the preceding tables is a point in time measurement and assumes that all participants utilize the GMDB on that measurement date.

The Company expects to incur GMDB payments in the future only if the policyholder has an "in the money" GMDB at their death. For policies with a GMWB rider, the Company expects to incur GMWB payments in the future only if the account value is reduced over time to a specified level through a combination of market performance and periodic withdrawals, at which point the contractholder will receive an annuity with total payments equal to the GRB which is generally equal to premiums less withdrawals. For the Company’s “lifetime” GMWB products, this annuity can have total payments exceeding the GRB. As the account value fluctuates with equity market returns on a daily basis and the “lifetime” GMWB payments may exceed the GRB, the ultimate amount to be paid by the Company, if any, is uncertain and could be significantly more or less than the Company’s current carried liability. For additional information on the Company’s GMWB liability, see Note 5 - Fair Value Measurements of Notes to Consolidated Financial Statements. For additional information on the Company's GMDB liability, see Note 10 - Reserves for Future Policy Benefits of Notes to Consolidated Financial Statements.

Variable Annuity Market Risk Exposures

The following table summarizes the broad VA guarantees offered by the Company and the market risks to which the guarantee is most exposed from a U.S. GAAP accounting perspective.


Variable Annuity Guarantees [1]	U.S. GAAP Treatment [1]	Primary Market Risk Exposures [1]
GMDB	Fair value	Equity Market Levels / Implied Volatility / Interest Rates
GMWB	Fair value	Equity Market Levels / Implied Volatility / Interest Rates

[1] Each of these guarantees and the related U.S. GAAP accounting volatility will also be influenced by actual and estimated policyholder behavior.

Risk Hedging

Variable Annuity Hedging Program

Through the use of reinsurance, capital market derivatives and other derivative instruments, the Company’s VA hedging program is primarily focused on reducing the economic exposure to market risks associated with guaranteed benefits that are embedded in the VA contracts that we have written directly or acquired via reinsurance. The VA hedging program also considers the potential impacts on statutory capital.

Reinsurance

The Company uses reinsurance for a portion of GMWB risks. The Company also uses reinsurance for a portion of GMDB risks, where the GMDB is higher than a return of premium death benefit or account value benefit.

Macro Hedge Program

The Company’s macro hedging program is designed to hedge risk pertaining to VA exposures, including GMWB and GMDB liabilities, protect expected fee revenue to be received on VA contracts, and reduce statutory reserve and capital volatility. The macro hedge program uses interest rate swaps, swaptions, and futures, and equity swaps, options, forwards, and futures on certain indices including the S&P 500 index, EAFE index, NASDAQ 100 index and Russell 2000 index. The Company retains the risk for differences between assumed and actual policyholder behavior and between the performance of the actively managed funds underlying the separate accounts and their respective indices.

Management assesses the risks under various deterministic and stochastic scenarios in designing and executing the macro hedge program. The increased U.S. GAAP earnings volatility may result from factors including, but not limited to: policyholder behavior, capital markets, divergence between the performance of the underlying funds and the hedging indices, changes in hedging positions and the relative emphasis placed on various risk management objectives. Additionally, the hedge program will result in U.S. GAAP earnings volatility as changes in the value of the macro hedge derivatives may not be closely aligned to changes in U.S. GAAP liabilities.

Variable Annuity Hedging Program Sensitivities

The underlying guaranteed withdrawal benefit liabilities and hedge assets within the macro hedge program are carried at fair value.

The following table presents our estimates of the potential instantaneous impacts from sudden market stresses related to equity market prices, interest rates and implied market volatilities. The following sensitivities represent: (1) the net estimated difference between the change in the fair value of GMWB liabilities and the underlying hedge instruments and (2) the estimated change in fair value of the hedge instruments for the macro program, before the impacts of amortization of VOBA and taxes. As noted in the preceding discussion, certain hedge assets are used to hedge liabilities that are not carried at fair value and will not have a liability offset in the U.S. GAAP sensitivity analysis. All sensitivities are measured as of December 31, 2023 (Successor Company) and are related to the fair value of liabilities and hedge instruments in place at

that date for the Company’s VA hedge programs. The impacts presented in the table that follows are estimated individually and measured without consideration of any correlation among market risk factors.


Sensitivity Analysis (before tax and VOBA) as of December 31, 2023 (Successor Company) [1]
	Variable Annuity Macro Hedge Program
Equity market return	-20		%	-10		%	10		%
Potential net fair value impact	$	473		$	195		$	(134)
Interest rates	-50bps			-25bps			+25bps
Potential net fair value impact	$	118		$	56		$	(51)
Implied volatilities	10		%	2		%	-10		%
Potential net fair value impact	$	116		$	22		$	(89)

[1] These sensitivities are based on the following key market levels as of December 31, 2023 (Successor Company): 1) S&P of $4,770; 2) 10 year U.S. swap rate of 3.8%; and 3) S&P 10 year volatility of 22.5%.

The preceding sensitivity analysis is an estimate and should not be used to predict the future financial performance of the Company's VA hedge programs. The actual net changes in the fair value liability and the hedging assets illustrated in the preceding table may vary materially depending on a variety of factors which include but are not limited to:

•The sensitivity analysis is only valid as of the measurement date and assumes instantaneous changes in the capital market factors and no ability to re-balance hedge positions prior to the market changes;

•Changes to the underlying hedging program, policyholder behavior, and variation in underlying fund performance relative to the hedged index, which could materially impact the liability; and

•The impact of elapsed time on liabilities or hedge assets, any non-parallel shifts in capital market factors, or correlated moves across the sensitivities.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, and systems, or from external events.

The Company has classified operational risk into the following risk categories:


• Corporate Development • Insurance and Reinsurance/Actuarial • Business Resiliency • Accounting and Financial Reporting •Model • Fraud • Information Security • Technology Operations			• Legal and Regulatory •Business Processes/Transactions • Vendor/Third Party • People • Governance • Strategic • Reputational

Sources of Operational Risk

Operational risk is inherent in all aspects of the Company's business and functional areas.

Impact

Operational risk can result in financial loss, disruption of the Company's business, regulatory actions or damage to the Company's reputation.

Management

Responsibility for day-to-day management of operational risk lies within each functional area. ERM is responsible for establishing, maintaining and communicating the framework, principles and guidelines of the Company's operational risk management program. In addition, ERM, as a second line of defense, provides an independent enterprise view and assessment of operational risks that the Company faces. Operational risk mitigation strategies include the following:

•Establishing policies and monitoring risk tolerances and exceptions;

•Conducting business risk self-assessments and implementing action plans where necessary;

•Validating existing crisis management protocols;

•Identifying and monitoring emerging risks; and

•Purchasing insurance coverage.

Business Resiliency

The Company has a developed business resiliency program that is consistent with industry best practices that provides reasonable assurance that the Company is prepared for, and can recover from, emergencies and disasters. Foundational elements of the Company’s business resiliency strategy consist of a Business Resiliency Office (“BRO”), a business resilience program, business continuity plans, IT disaster recovery plans, a Pandemic Response Plan, an Emergency Response Plan, a Crisis Management Team ("CMT"), and a Crisis Management Plan.

The Company's Business Resiliency Office proactively monitors events at the local, regional, national, and international levels and when necessary will be responsible for executing a response to a potential significant business disruption.

To provide resiliency against an event, the Company uses a portfolio of resiliency plans to safeguard the Company’s business functions, information systems, personnel, data, and facilities. The Business Continuity Plans ("BCP") are updated annually and are maintained across business units in accordance with established organizational policies and standards to ensure a constant state of readiness as well as to ensure that services can be recovered within reasonable timeframes and to acceptable levels in the event of a disruption or catastrophe.

Cybersecurity Risk

Talcott Resolution’s Chief Information Security Officer ("CISO") has overall responsibility for Talcott Resolution’s Information Protection Program.

The Company has implemented information protection and privacy programs with established governance routines that promote an adaptive approach for assessing and managing risks. The Company has invested to build a ‘defense-in-depth’ strategy that uses multiple security measures to protect the integrity of the Company's information assets. This ‘defense-in-depth’ strategy aligns to the National Institute of Standards and Technology ("NIST") Cyber Security Framework and provides preventative, detective and responsive measures that collectively protects the Company. Various cyber assurance methods, including security metrics, third party security assessments, external penetration testing, vulnerability scanning, and cyber war game exercises are used to test the effectiveness of the overall cybersecurity control environment.

Members of Talcott Resolution’s ERM, Legal and Compliance, and Internal Audit teams work with the CISO and members of the Talcott Resolution’s Information Protection team to ensure that required policies exist and are tested as necessary.

Talcott Resolution’s current operating model retains some security services in-house, uses industry leading third parties to provide certain managed security capabilities and other third parties for consulting services, as shown in the chart below.

Information Protection Governance

Internal Services

Managed Services

Third-party Services

Regulatory Compliance

Network Security (Firewalls)

Incident Response Forensics

Security Policies

Endpoint Detection & Response

Penetration Testing

Third-party Security Cyber Risk

Network Detection & Response

Independent Risk Assessments

Data Classification

Threat Hunting

Incident Response

Patching

Email Security

Data Loss Prevention

Application Security

DDoS Protection

Security Training

Web Application Firewall

Security Consulting

Email Phish Testing

Access Management

Audit Log Management ("SIEM")

Vulnerability Scanning & Remediation

The Company, like many other large financial services companies, blocks attempted cyber intrusions on a daily basis. In the event of a cyber intrusion, the Company invokes its Cyber Incident Response Program commensurate with the nature of the intrusion. While the actual methods employed differ based on the event, the approach employs internal teams and outside advisors with specialized skills to support the response and recovery efforts and requires elevation of issues, as necessary, to senior management.

From a governance perspective, senior members of our Enterprise Risk Management, Information Protection and Internal Audit functions provide detailed reports on cybersecurity matters to the Company's Board, including the Audit Committee, which has principal responsibility for oversight of cybersecurity risk, and/or the Board, which oversees controls for the Company's major risk exposures. The topics to be covered by these updates include the Company's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, as well as lessons learned from cybersecurity incidents and internal and external testing of our protection measures. The Audit Committee will meet at each regular Board meeting and will be briefed on cyber risks at least annually.

Vendor Risk Management

Talcott Resolution maintains a Vendor Oversight Policy that provides an end-to-end control structure for Talcott Resolution’s vendor relationships. The Policy is designed to:

•Establish processes and controls during the contracting process to provide for reasonable information protection standards and Talcott Resolution’s right to monitor those standards.

•Define roles and requirements within Talcott Resolution’s business units to ensure effective ongoing management of third-party relationships and performance.

•Describe the process for regular risk-based reviews of third parties.

•Establish a governing oversight framework to ensure all phases of third-party oversight are followed and functioning effectively.

•Provide a clear process for escalation and review of significant risks or performance issues.

To accomplish this, the Policy has assigned all of Talcott Resolution’s vendors and third parties risk ratings. A vendor’s risk rating is determined based on the following criteria: access to Talcott Resolution’s network and systems, process reliance, data sensitivity and criticality. Talcott Resolution has three vendor tier levels.


High Risk	Medium Risk	Low Risk
Provides the most critical services or products	Provides essential, but not critical, services or products	Provides necessary services or products
Has the highest risk factors (e.g. access to PII, offshore network access/data storage, etc.)	Has medium risk factors (e.g. access to company confidential data, domestic network access/data storage etc.)	Has the lowest risk factors (e.g. no data access, no network connectivity, etc.)
Robust control environment	Enhanced control environment (e.g. regular reports, assessments at engagement and reevaluated every 3 years, etc.)	Control environment equal to risk (e.g. reporting as needed, risk evaluation at engagement and contract renewal, etc.)
Vendors are assessed on a biennial schedule

New vendors are assigned risk ratings at the time of engagement based on a risk rating questionnaire completed by designated risk assessors.

The Program establishes defined roles and responsibilities for each phase of the vendor life cycle. These roles include:

•Head of Vendor Management: Day-to-day management of the Program. They ensure adherence and effective execution of the program for all phases and makes regular status reports to leadership.

•Procurement: Solicits RFP’s from the market upon identification of a need by the business. Procurement negotiates and drafts initial contract terms and any subsequent renewals or expansions of work.

•Talcott Resolution Information Protection and Business Resiliency Governance: Assesses the respective information security and resiliency capability of third parties.

•Vendor Managers: Monitor and manage the day-to-day performance of a third party or vendor.

Below is the typical life cycle for Talcott Resolution’s vendors.

Insurance Risks - Policyholder Behavior, Mortality and Longevity Risk Management

Insurance risks exist in the form of adverse policyholder behavior, mortality, and longevity risks that can affect value within our underlying annuity products.

Policyholder behavior risk is the risk of policyholders utilizing benefits/options within their annuity contracts in a manner or to a degree different than the Company's current expectations.

Additional insurance risks that exist within the annuity products covered by the Company include mortality and longevity risk. Mortality and longevity risk are contingent risks on VA products. The impact of higher or lower mortality only impacts these products to the extent the equity markets perform below longer term market growth expectations, thus increasing the guaranteed benefit amounts and exposing the Company to withdrawal benefit or death benefit guarantees that exceed the VA account value during the payout phase or at death.

Longevity risk also exists across the Company's payout annuity blocks of business, which includes structured settlements, terminal funding, single premium immediate annuities, and FIA with GLWB riders. Longevity risks for these businesses include medical advances that would specifically impact the life expectancy of annuitants for substandard structured settlements as well as mortality improvement at a greater rate than the Company's current expectations.

Management

The Company’s procedures for managing these risks include periodic experience exposure monitoring and reporting, risk modeling, risk transfer and capital management strategies.

Reinsurance as a Risk Management Strategy

The Company cedes insurance to affiliated and unaffiliated insurers to enable the Company to manage capital and risk exposure. Such arrangements do not relieve the Company of its primary liability to policyholders.

Impact

Failure of reinsurers to honor their obligations could result in losses to the Company.

Management

Reinsurance is a centralized function across the Company to support a consistent strategy and to ensure that the reinsurance activities are fully integrated into the organization's risk management processes.

The Company uses reinsurance for its life insurance, retirement and a portion of its fixed and payout annuity businesses. In addition, in 2022 and 2021 the Company reinsured a portion of assumed FIA and its VA GMDB and GMWB risks, respectively, to its parent, TR Re.

The Company closely monitors the financial condition, ratings and current market information of all its counterparty reinsurers and records an ACL considering the credit quality of the reinsurer, the invested assets in trust, and the period over which the recoverable balances are expected to be collected.

The following summarizes the Company's reinsurance recoverables by reinsurer for the Successor Company:


	As of December 31,
	2023		2022
Prudential Financial, Inc. [1]	$	14,383	$	14,313
Massachusetts Mutual Life Insurance Company [1]	5,967		6,672
Commonwealth Annuity and Life Insurance Company [1]	6,531		7,243
TR Re [2]	9,468		9,613
Other reinsurers	1,375		1,403
Gross reinsurance recoverables	37,724		39,244
Allowance for credit losses	(18)		(21)
Reinsurance recoverables, net	$	37,706	$	39,223

[1]The Company's obligations to its direct policyholders that have been reinsured are primarily secured by invested assets held in trust.

[2]The Company's obligations to its direct policyholders reinsured to TR Re are secured by invested assets held by the Company in segregated portfolios.

Financial Risk on Statutory Capital

Statutory surplus amounts and RBC ratios may increase or decrease in any period depending upon a variety of factors and may be compounded in extreme scenarios or if multiple factors occur at the same time. In general, as equity market levels and interest rates decline, the amount and volatility of both our actual or potential obligation, as well as the related statutory surplus and capital margin can be materially negatively affected, sometimes at a greater than linear rate. At times the impact of changes in certain market factors or a combination of multiple factors on RBC ratios can be counterintuitive. Factors include:

•Differences in performance of variable sub-accounts relative to indices and/or realized equity and interest rate volatilities may affect RBC ratios.

•In times of significant market volatility, the ability to estimate statutory surplus and RBC ratios is inherently difficult as these factors are heavily influenced by both the liability dynamics and the nature of the Company's hedge program and its effectiveness. Additionally, reserve requirements for VA death and living benefit guarantees and RBC requirements could increase with rising equity markets or rising interest rates, resulting in lower RBC ratios. The Company has reinsured a portion of its risk associated with GMWB and its risk associated with the aggregate GMDB exposure. These reinsurance agreements reduce the Company’s exposure to changes in the statutory reserves and the related capital and RBC ratios associated with changes in the capital markets.

•A decrease in the value of certain fixed-income, alternative investments, and equity securities in our investment portfolio, due in part to credit spreads widening and/or equity markets declining, may result in a decrease in statutory surplus and RBC ratios.

•Credit spreads on invested assets may increase sharply for certain sub-sectors of the overall credit market, resulting in statutory separate account asset market value losses. As actual credit spreads are not fully reflected in the current crediting rates, the calculation of statutory reserves may not substantially offset the change in fair value of the statutory separate account assets, resulting in reductions in statutory surplus. This may result in the need to devote additional capital to support the fixed MVA product and certain of our terminal funding contracts.

•Decreases in the value of certain derivative instruments that do not qualify for hedge accounting, may reduce statutory surplus and RBC ratios.

•Sustained low interest rates with respect to the fixed annuity business may result in a reduction in statutory surplus and an increase in NAIC required capital.

•Non-market factors, which can also impact the amount and volatility of both our actual potential obligation, as well as the related statutory surplus and capital margin, include actual and estimated policyholder behavior experience as it pertains to lapsation, partial withdrawals and mortality.

Most of these factors are outside of the Company’s control. The Company’s financial strength and credit ratings are significantly influenced by its statutory surplus amounts and RBC ratios of its insurance company subsidiaries. In addition, rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of statutory capital we must hold in order to maintain our current ratings.

Investment Portfolio Risk

Investment Portfolio Composition

The following table presents the Company’s fixed maturities, AFS, by credit quality. The credit ratings referenced throughout this section are based on availability, and are generally the midpoint of the available ratings among Moody’s, S&P, and Fitch. If no rating is available from a rating agency, then an internally developed rating is used. Accrued interest receivable related to fixed maturities, AFS is recorded in other assets on the consolidated balance sheets and is not included in the amortized cost or fair value of the fixed maturities. For further information, see Note 3 - Investments of Notes to Consolidated Financial Statements.


Fixed Maturities, AFS by Credit Quality
	Successor Company
	December 31, 2023						December 31, 2022
	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized Cost		Fair Value		Percent of Total Fair Value
U.S. Government/Government Agencies	$	1,296	$	972	6.5	%	$	1,395	$	1,070	7.0	%
AAA	1,217		1,120		7.5	%	1,305		1,160		7.5	%
AA	2,031		1,727		11.6	%	1,665		1,342		8.7	%
A	6,297		5,476		37.0	%	6,131		5,088		33.1	%
BBB	6,123		5,233		35.2	%	7,614		6,199		40.3	%
BB & below	371		326		2.2	%	579		524		3.4	%
Total fixed maturities, AFS	$	17,335	$	14,854	100.0	%	$	18,689	$	15,383	100.0	%

The fair value of fixed maturities, AFS decreased as compared with December 31, 2022 (Successor Company), primarily due to sales of AFS securities, partially offset by an increase in valuation due to lower interest rates.

The following table presents the Company’s fixed maturities, AFS by type, at fair value:


Fixed Maturities, AFS by Type
	Successor Company
	December 31, 2023												December 31, 2022
	Cost or Amortized Cost		ACL		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Percent of Total Fair Value		Cost or Amortized Cost		ACL		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Percent of Total Fair Value
ABS
Consumer loans	$	98	$	—	$	—	$	(4)	$	94	0.6	%	$	116	$	—	$	—	$	(8)	$	108	1.2	%
Small business	—		—		—		—		—		—	%	—		—		—		—		—		—	%
Other	278		—		3		(12)		269		1.8	%	160		—		—		(14)		146		1.5	%
CLOs	970		(2)		3		(5)		966		6.5	%	703		—		—		(27)		676		7.1	%
CMBS
Agency backed [1]	101		(1)		—		(10)		90		0.6	%	113		—		1		(13)		101		1.1	%
Bonds	1,492		(6)		—		(166)		1,320		8.9	%	1,555		—		—		(191)		1,364		8.4	%
Interest only (“IOs”)	46		—		—		(10)		36		0.2	%	56		—		—		(7)		49		0.5	%
Corporate
Basic industry	335		—		2		(47)		290		2.0	%	420		—		—		(77)		343		5.3	%
Capital goods	380		—		—		(62)		318		2.1	%	518		—		—		(92)		426		3.0	%
Consumer cyclical	396		—		1		(58)		339		2.3	%	787		—		—		(145)		642		2.5	%
Consumer non-cyclical	1,173		(7)		3		(205)		964		6.5	%	844		—		—		(178)		666		5.3	%
Energy	1,049		—		1		(165)		885		6.0	%	1,228		—		—		(234)		994		6.1	%
Financial services	3,345		—		4		(413)		2,936		19.7	%	4,216		—		1		(658)		3,559		15.7	%
Technology/communications	1,686		—		4		(311)		1,379		9.3	%	1,627		—		—		(374)		1,253		8.4	%
Transportation	278		—		—		(48)		230		1.6	%	251		—		—		(53)		198		2.1	%
Utilities	1,599		—		3		(271)		1,331		9.0	%	1,771		—		1		(349)		1,423		10.0	%
Other	1,004		—		4		(135)		873		5.9	%	903		—		—		(166)		737		1.2	%
Foreign gov't	442		—		10		(48)		404		2.7	%	377		—		—		(62)		315		1.8	%
Municipal bonds
Taxable	958		—		—		(157)		801		5.4	%	1,309		—		—		(269)		1,040		4.9	%
Tax-exempt	3		—		—		(1)		2		—	%	—		—		—		—		—		—	%
RMBS
Agency	45		—		—		(7)		38		0.3	%	50		—		—		(7)		43		0.3	%
Non-agency	455		—		—		(56)		399		2.7	%	437		—		—		(79)		358		3.7	%
Alt-A	1		—		—		—		1		—	%	2		—		—		—		2		—	%
Sub-prime	7		—		—		—		7		—	%	14		—		—		—		14		0.1	%
U.S. Treasuries	1,194		—		—		(312)		882		5.9	%	1,232		—		—		(306)		926		9.8	%
Fixed maturities, AFS	$	17,335	$	(16)	$	38	$	(2,503)	$	14,854	100.0	%	$	18,689	$	—	$	3	$	(3,309)	$	15,383	100.0	%

[1] Includes securities with pools of loans issued by the U.S. Small Business Administration, which are backed by the full faith and credit of the U.S. Government.

Commercial and Residential Real Estate

The following tables present the Company's exposure to CMBS and RMBS by current credit quality included in the preceding Fixed Maturities, AFS by Type table.


Exposure to CMBS and RMBS as of December 31, 2023 (Successor Company)
	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
CMBS
Agency	$	34	$	32	$	67	$	58	$	—	$	—	$	—	$	—	$	—	$	—	$	101	$	90
Bonds	805		738		264		232		218		180		91		76		114		94		1,492		1,320
IOs	21		18		14		11		3		2		8		5		—		—		46		36
Total CMBS	860		788		345		301		221		182		99		81		114		94		1,639		1,446
RMBS
Agency	—		—		45		38		—		—		—		—		—		—		45		38
Non-agency	67		60		125		111		82		72		178		153		3		3		455		399
Alt-A	—		—		—		—		—		—		1		1		—		—		1		1
Sub-prime	—		—		1		1		1		1		1		1		4		4		7		7
Total RMBS	67		60		171		150		83		73		180		155		7		7		508		445
Total CMBS & RMBS	$	927	$	848	$	516	$	451	$	304	$	255	$	279	$	236	$	121	$	101	$	2,147	$	1,891


Exposure to CMBS and RMBS as of December 31, 2022 (Successor Company)
	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
CMBS
Agency	$	113	$	101	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	113	$	101
Bonds	749		664		150		129		226		187		133		113		297		271		1,555		1,364
IOs	29		26		16		14		3		3		8		6		—		—		56		49
Total CMBS	891		791		166		143		229		190		141		119		297		271		1,724		1,514
RMBS
Agency	34		30		16		13		—		—		—		—		—		—		50		43
Non-Agency	51		45		61		51		108		91		207		163		10		8		437		358
Alt-A	—		—		—		—		—		—		1		1		1		1		2		2
Sub-Prime	—		—		3		3		2		2		1		1		8		8		14		14
Total RMBS	85		75		80		67		110		93		209		165		19		17		503		417
Total CMBS & RMBS	$	976	$	866	$	246	$	210	$	339	$	283	$	350	$	284	$	316	$	288	$	2,227	$	1,931

The Company also has exposure to commercial mortgage loans. These loans are collateralized by real estate properties that are diversified both geographically throughout the U.S. and by property type. These loans are primarily in the form of whole loans and may include participations. A loan participation interest represents a pro-rata share in interest and principal payments generated by the participated loan pursuant to the terms of the participation agreement.

As of December 31, 2023 (Successor Company), there were no loans within the Company’s mortgage loan portfolio that have had extensions or restructurings other than what is allowable under the original terms of the contract. As of December 31, 2023 (Successor Company), mortgage loans had an amortized cost and carrying value of $2.0 billion, with an ACL of $26. As of December 31, 2022 (Successor Company), mortgage loans had an amortized cost and carrying value of $2.5 billion, with an ACL of $15. Amortized cost represents carrying value prior to valuation allowances, if any. The increase in the allowance was primarily attributable to changes in market conditions and an update in assumptions.

The Company purchased $75 of commercial whole loans with a weighted average loan-to-value (“LTV”) ratio of 39% and a weighted average yield of 6.6% for the year ended December 31, 2022 (Successor Company). The Company continues to invest in commercial mortgage loans in high growth markets across the country focusing primarily on institutional-quality multi-family and industrial with strong LTV ratios. There were no mortgage loans held for sale as of December 31, 2023 or 2022 (Successor Company).

Investment Funds

The following tables present the Company’s net investment income and investment composition in investment funds, which include hedge funds, real estate funds and private equity funds.

Real estate funds consist of investments primarily in real estate joint ventures and, to a lesser extent, equity funds. Private equity funds primarily consist of investments in funds whose assets typically consist of a diversified pool of investments in small to mid-sized non-public businesses with high growth potential and strong owner sponsorship, as well as limited exposure to public markets. Income or losses on investments in investment funds are recognized on a lag as results from private equity investments and other funds are generally reported on a three-month delay. The Company has elected to report certain rated feeder investment funds under the Fair Value Option ("FVO"), allowing the better alignment of the valuation of the equity and debt components of the investment. Investment funds accounted under the FVO totaled $238 and $58 at December 31, 2023 and 2022 (Successor Company), respectively.



	Successor Company												Predecessor Company
	For the Years Ended December 31,								For the Period of July 1, 2021 to December 31, 2021				For the Six Months Ended June 30, 2021
	2023				2022
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
Hedge funds	$	1	0.9	%	$	8	8.0	%	$	11	21.9	%	$	12	22.8	%
Real estate funds	3		7.3	%	39		606.0	%	15		131.8	%	5		25.2	%
Private equity and other funds	112		10.1	%	121		12.6	%	233		52.2	%	199		49.7	%
Net investment income from investment funds	$	116	9.0	%	$	168	15.6	%	$	259	50.9	%	$	216	45.7	%



	Successor Company
	December 31, 2023				December 31, 2022
	Amount		Percent		Amount		Percent
Hedge funds	$	83	5.8	%	$	99	7.6	%
Real estate funds	40		2.8	%	42		3.2	%
Private equity and other funds	1,305		91.4	%	1,159		89.2	%
Total	$	1,428	100.0	%	$	1,300	100.0	%

Fixed Maturities, AFS — Unrealized Loss Aging

The total gross unrealized losses were $2,503 as of December 31, 2023 (Successor Company), and have decreased $806, from December 31, 2022 (Successor Company), primarily due to a decline in valuations due to higher interest rates and wider credit spreads. As of December 31, 2023 (Successor Company), $1,060 of the gross unrealized losses were associated with fixed maturities, AFS depressed less than 20% of amortized cost. Gross unrealized losses associated with fixed maturities, AFS depressed greater than 20% were $1,443.

As part of the Company’s ongoing investment monitoring process, the Company has reviewed its fixed maturities, AFS in an unrealized loss position and concluded that these fixed maturities are temporarily depressed and are expected to recover in value as the investments approach maturity or as market spreads tighten. For these fixed maturities in an unrealized loss position where an ACL has not been recorded, the Company’s best estimate of expected future cash flows are sufficient to recover the amortized cost basis of the investment. Furthermore, the Company neither has an intention to sell nor does it expect to be required to sell these investments. For further information regarding the Company’s ACL analysis, see the Credit Losses on Fixed Maturities, AFS and Intent-to-Sell Impairments section below.

The following table presents the Company’s unrealized loss aging for fixed maturities, AFS by length of time that the securities were in a continuous unrealized loss position.


	Successor Company
	December 31, 2023							December 31, 2022
Consecutive Months	Items	Cost or Amortized Cost		Fair Value		Unrealized Loss		Items	Cost or Amortized Cost		Fair Value		Unrealized Loss
Three months or less	119	$	371	$	347	$	(24)	48	$	327	$	315	$	(12)
Greater than three to six months	22	169		156		(13)		112	946		839		(107)
Greater than six to nine months	37	175		171		(4)		141	1,158		1,001		(157)
Greater than nine to eleven months	23	76		73		(3)		2,827	10,069		8,094		(1,975)
Twelve months or more	3,442	14,970		12,511		(2,459)		1,298	5,989		4,931		(1,058)
Total	3,643	$	15,761	$	13,258	$	(2,503)	4,426	$	18,489	$	15,180	$	(3,309)

Credit Losses on Fixed Maturities, AFS and Intent-to-Sell Impairments

The year ended December 31, 2023 compared to the year ended December 31, 2022 (Successor Company)

The Company recorded net credit losses of $16 in 2023 compared to net credit losses of $0 in 2022 and was related to an increase in credit losses associated with corporate bonds, commercial mortgage-backed securities and collateralized loan obligations. There were no intent-to-sell impairments.

The Company incorporates its best estimate of future performance using internal assumptions and judgments that are informed by economic and industry specific trends, as well as our expectations with respect to security specific developments.

Future intent-to-sell impairments or credit losses may develop as the result of changes in our intent to sell specific securities that are in an unrealized loss position or if modeling assumptions, such as macroeconomic factors or security specific developments, change unfavorably from our current modeling assumptions, resulting in lower cash flow expectations.

For the period of July 1, 2021 to December 31, 2021 (Successor Company)

For the period of July 1, 2021 to December 31, 2021, there were no additions to the ACL and no intent-to-sell impairments.

For the six months ended June 30, 2021 (Predecessor Company)

For the six months ended June 30, 2021, there were no new additions to the ACL or improvements on issuers that had an ACL in prior period periods. Unrealized losses on securities with an ACL recognized in other comprehensive income were less than $1 for the period.

There were no intent-to-sell impairments in the six months ended June 30, 2021.

ACL on Mortgage Loans

The Company reviews mortgage loans on a quarterly basis to estimate the ACL with changes in the ACL recorded in investment and derivative related loss, net. Apart from an ACL recorded on individual mortgage loans where the borrower is experiencing financial difficulties, the Company records an ACL on the pool of mortgage loans based on lifetime expected credit losses. For further information, refer to Note 3 - Investments of Notes to Consolidated Financial Statements.

For the year ended December 31, 2023, the Company increased the ACL on mortgage loans by $11 from the prior year. The increase was primarily attributable to changes in market conditions and an update in assumptions. The Company did not record an ACL on any individual mortgage loans.

For the year ended December 31, 2022, the Company increased the ACL on mortgage loans by $3. The increase was primarily attributable to the deteriorating economic conditions and the potential impact on real estate property valuations, and to a lesser extent, net additions of new loans. The Company did not record an ACL on any individual mortgage loans.

For the period of July 1, 2021 to December 31, 2021 (Successor Company), there was no change in the ACL on mortgage loans. The Company did not record an ACL on any individual mortgage loans for the same period.

For the six months ended June 30, 2021 (Predecessor Company), the Company recorded a decrease in the ACL on mortgage loans of $6. The decrease in the allowance was the result of improved economic scenarios. The Company did not record an ACL on any individual mortgage loans for the same period.

CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity represent the financial resources of Talcott Resolution Life Insurance Company and its ability to generate strong cash flows and to borrow funds at competitive rates to meet operating needs over the next twelve months.

Liquidity Requirements and Sources of Capital

TL has an intercompany liquidity agreement that allows for short-term advances of funds to its subsidiaries of up to $1.0 billion for liquidity and other general corporate purposes. The CTDOI granted approval for certain affiliated insurance companies that are parties to the agreement to treat receivables from a subsidiary, including Talcott Resolution Life and Annuity Insurance Company ("TLA"), as admitted assets for statutory accounting purposes. As of December 31, 2023 (Successor Company), there were no amounts outstanding between TL and its subsidiaries.

TL and TLI also have an intercompany liquidity agreement that allows for short-term advances of funds between the two entities of up to $25 for liquidity and general corporate purposes. As of December 31, 2023 (Successor Company), there were no amounts outstanding between these two entities.

In 2022, the Company entered into several short-term affiliated intercompany liquidity agreements, permitting the Company to borrow a maximum of $1.5 billion and lend a maximum of $500 and the Company's subsidiary to borrow a maximum of $600 and lend a maximum of $200. As of December 31, 2023 and 2022 (Successor Company), the Company did not borrow any amounts under the intercompany liquidity agreements. As of December 31, 2023 (Successor Company), the Company’s affiliate had outstanding amounts borrowed of $440 from the Company.

Derivative Commitments

Certain of the Company’s derivative agreements contain provisions that are tied to the financial strength ratings, as set by nationally recognized statistical agencies or RBC tests, of the individual legal entity that entered into the derivative agreement. If the legal entity’s financial strength were to fall below certain thresholds, the counterparties to the derivative agreements could demand immediate and ongoing full collateralization and in certain instances enable the counterparties to terminate the agreements and demand immediate settlement of all outstanding derivative positions traded under each impacted bilateral agreement. The settlement amount is determined by netting the derivative positions transacted under each agreement. If the termination rights were to be exercised by the counterparties, it could impact the legal entity’s ability to conduct hedging activities by increasing the associated costs and decreasing the willingness of counterparties to transact with the legal entity. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a net liability position as of December 31, 2023 (Successor Company) is $294. Of this $294, the legal entities have posted collateral of $461 in the normal course of business. These collateral amounts could change as derivative market values change, as a result of changes in our hedging activities or to the extent changes in contractual terms are negotiated. The nature of the collateral that we would post, if required, would be primarily in the form of U.S. Treasury bills, U.S. Treasury notes and government agency securities.

Insurance Operations

Total general account contractholder obligations are supported by $22 billion of cash and total general account invested assets, which includes the following fixed maturities, AFS and short-term investments to meet liquidity needs.


As of December 31, 2023 (Successor Company)

TALCOTT RESOLUTION LIFE INSURANCE CO S-1