Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q (“Quarterly Report”) includes statements, which, to the extent they are not statements of
historical or present fact, constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believes,”
“expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,” “intends,” “targets,” “plans,”
“assumes,” “enable,” “estimates,” “anticipates,” “goals,” “guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,”
“improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,” “potential,” “immediate,” “on track,” “progress”, “is optimistic,” and
similar expressions or the negative of those expressions or verbs. We caution you that forward-looking statements are not guarantees
of future performance or outcomes. Forward-looking statements are not historical facts but instead represent only our beliefs
regarding future events, which may by their nature be inherently uncertain, and some of which may be outside our control. These
statements appear in a number of places throughout this Quarterly Report and include, but are not limited to, statements regarding
our intentions, beliefs, assumptions or current plans and expectations concerning, among other things, financial position and future
financial condition; results of operations; expected operating and non-operating relationships; ability to meet debt service obligations
and financing plans; statements about the potential repurchases of shares of common stock; product sales; distribution channels;
retention of business; investment yields and spreads; investment portfolio and ability to manage asset-liability cash flows; financial
goals and targets; prospects; growth strategies or expectations; laws and regulations; customer retention; the outcome (by judgment
or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation,
collective, representative or class action litigation; geopolitical events; and the impact of prevailing capital markets and economic
conditions.
This Quarterly Report also includes forward-looking statements about the expected timing and completion of the proposed transaction
between the Company and Equitable Holdings, Inc. (“Equitable”) (the “Proposed Transaction”), the anticipated benefits of the
Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations for the Company,
Equitable or their new parent company after completion of the Proposed Transaction.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may
cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by
such forward-looking statements. Key factors include, among others, the ability to repurchase shares (if the Company decides to do
so) within the expected timing or at all; the ability to complete the Proposed Transaction on the timeframe or on the terms currently
anticipated or at all, including due to a failure to obtain requisite stock exchange, regulatory, governmental or other approvals; risks
related to difficulties, inabilities or delays in integrating the parties’ businesses; the ability to realize the anticipated benefits of the
Proposed Transaction, including estimated run-rate expense synergies and projected cost savings at the times, and to the extent,
anticipated, as well as expected operating earnings and cash flow generation; the occurrence of any event, change or other
circumstance that could give rise to the right of either or both parties to terminate the merger agreement; the potential impact of the
announcement or consummation of the Proposed Transaction on the Company or Equitable’s stock price and on their respective
business, contractual and operational relationships (including with regulatory bodies, employees, suppliers, clients and competitors);
risks related to business disruptions from the Proposed Transaction that may harm the business or current plans and operations of
either or both parties, including diversion of management time from ongoing business operations; the risk that the Proposed
Transaction and its announcement could have an adverse effect on the ability of either or both parties to hire and retain key
personnel; the parties’ ability to raise debt on favorable terms or at all; the outcome of any legal proceedings that may be instituted
against the Company, Equitable, their new parent company or their respective directors; restrictions on the conduct of the Company
and Equitable’s respective businesses prior to the closing of the Proposed Transaction and on each of their ability to pursue
alternatives to the Proposed Transaction; the possibility that the Proposed Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the deterioration of economic
conditions; geopolitical tensions; the potential impact of a downgrade in the Company or Equitable’s Insurer Financial Strength ratings
or credit ratings or of the new parent company of the Company and Equitable following completion of the Proposed Transaction; other
factors that may affect future results of the Company and Equitable; and management’s response to any of the aforementioned
factors.
Any forward-looking statements included herein are not a guarantee of future performance and involve risks and uncertainties, and
there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected
or implied in such forward-looking statements, including, among others, risks related to:
•changes in interest rates and changes to credit spreads;
•the deterioration of economic conditions, an economic slowdown or recession, changes in market conditions, weakening in
capital markets, volatility in equity markets, inflationary pressures, the rise of pressures on the commercial real estate
market, and geopolitical tensions;
•the unpredictability of the amount and timing of insurance liability claims;
•unavailable, uneconomical or inadequate reinsurance or recaptures of reinsured liabilities;
