485BPOS

Filed with the Securities and Exchange Commission on April 25, 2024

Registration No. 333-59103

Registration No. 811-03989

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	/ /
Pre-Effective Amendment No.	/ /
Post-Effective Amendment No. 38	/ X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	/ /
Amendment No. 108	/ X /
(Check appropriate box or boxes.)

 

Northwestern Mutual Variable Life Account
(Exact Name of Registrant)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)
720 East Wisconsin Avenue, Milwaukee, Wisconsin	53202
(Address of Depositor’s Principal Executive Offices)	(Zip Code)

 

Depositor’s Telephone Number, including Area Code 414-271-1444

 

Raymond J. Manista, Executive Vice President, Chief Legal Officer, Chief Compliance Officer, and Secretary

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copy to:

Terry R. Young
Assistant General Counsel
720 East Wisconsin Avenue
Milwaukee, WI 53202-4797
(414) 665-2092 office
(414) 625-2092 fax
terryyoung@northwesternmutual.com 

Approximate Date of Proposed Public Offering Continuous

It is proposed that this filing will become effective (check appropriate space) 

	immediately upon filing pursuant to paragraph (b) of Rule 485
X	on May 1, 2024 pursuant to paragraph (b) of Rule 485
	60 days after filing pursuant to paragraph (a)(1) of Rule 485
	on _________________ pursuant to paragraph (a)(1) of Rule 485
	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in the Northwestern Mutual Variable Life Account under flexible premium variable joint life insurance policies.

Variable Joint Life

Issued by The Northwestern Mutual Life Insurance Company and the Northwestern Mutual Variable Life Account

Prospectus May 1, 2024

This prospectus (the "Prospectus") describes a flexible premium variable joint life insurance policy with insurance payable on second death (the “Policy”). You may choose to invest your Net Premiums in up to 30 Divisions of the Northwestern Mutual Variable Life Account (the “Separate Account”), each of which invests in one of the corresponding Portfolios listed below:

Northwestern Mutual Series Fund, Inc.

- Growth Stock Portfolio

- Focused Appreciation Portfolio

- Large Cap Core Stock Portfolio

- Large Cap Blend Portfolio

- Index 500 Stock Portfolio

- Large Company Value Portfolio

- Domestic Equity Portfolio

- Equity Income Portfolio

- Mid Cap Growth Stock Portfolio

- Index 400 Stock Portfolio

- Mid Cap Value Portfolio

- Small Cap Growth Stock Portfolio

- Index 600 Stock Portfolio

- Small Cap Value Portfolio

- International Growth Portfolio

- Research International Core Portfolio

- International Equity Portfolio

- Emerging Markets Equity Portfolio

- Government Money Market Portfolio

- Short-Term Bond Portfolio

- Select Bond Portfolio

- Long-Term U.S. Government Bond Portfolio

- Inflation Protection Portfolio

- High Yield Bond Portfolio

- Multi-Sector Bond Portfolio

- Balanced Portfolio

- Asset Allocation Portfolio

Fidelity® Variable Insurance Products

- VIP Mid Cap Portfolio

- VIP Contrafund® Portfolio

Neuberger Berman Advisers Management Trust

- Sustainable Equity Portfolio

Russell Investment Funds

- U.S. Strategic Equity Fund

- U.S. Small Cap Equity Fund

- Global Real Estate Securities Fund

- International Developed Markets Fund

- Strategic Bond Fund

Russell Investment Funds LifePoints®Variable Target Portfolio Series

- Moderate Strategy Fund

- Balanced Strategy Fund

- Growth Strategy Fund

- Equity Growth Strategy Fund

Credit Suisse Trust

- Commodity Return Strategy Portfolio

Please note that the Policy and the Portfolios are not guaranteed to achieve their goals and are not federally insured. The Policy and the Portfolios have not been endorsed by any bank or government agency and are subject to risks, including loss of the principal amount invested.

This Policy is subject to the law of the state in which it is issued. Some of the terms of the Policy may differ from the terms of the Policy delivered in another state because of state specific legal requirements but all material state variations are described in this Prospectus. Unless clear from their context or otherwise appropriate, all of the capitalized terms used in this Prospectus are defined at the end of this Prospectus in the Glossary of terms. “Northwestern Mutual,” “Company,” “we,” “us,” and “our” in this Prospectus mean The Northwestern Mutual Life Insurance Company.

Please carefully read this Prospectus and the accompanying prospectuses for the corresponding Portfolios and keep them for future reference. These prospectuses provide information that you should know before investing in the Policy. No person is authorized to make any representation in connection with the offering of the Policy other than those contained in these prospectuses.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved the Policy or determined that this Prospectus is accurate or complete. It is a criminal offense to state otherwise.

We no longer issue the Policy described in this Prospectus. The variable life insurance policies we presently offer are described in separate prospectuses.

Additional information about certain investment products, including variable life insurance policies, has been prepared by the SEC’S Staff and is available at www.investor.gov.

 

Table of Contents

 

	Page
Important Information You Should Consider About the Policy	1
Overview of the Policy	3
Fee and Expense Tables	4
Transaction Fees	4
Periodic Charges (Other than Portfolio Operating Expenses)	5
Annual Portfolio Operating Expenses	6
Risks of the Policy	7
Northwestern Mutual	8
The Separate Account	9
The Funds	9
Payments We Receive	10
Information About the Policy	10
Availability Limitations	11
Premiums	11
Allocating Premiums to the Separate Account	12
Policy Value	12
Cash Value	12
Death Benefit	12
Death Benefit Options	12
Minimum Death Benefit	13
Guideline Premium/Cash Value Corridor Test Multiples Younger Insured Age	13
Death Benefit Changes	14
Other Benefits Available Under the Policy	14
Income Plans	15
Right to Exchange for a Fixed Benefit Policy	15
Dollar-Cost Averaging	16
Portfolio Rebalancing	16
Asset Allocation Models	16
Surrenders and Withdrawals of Cash Value	17
Surrenders	17
Withdrawals	17
Policy Loans	18
Termination and Reinstatement	19
COVID-19	19
Other Policy Transactions	19
Transfer Between Divisions	19
Short-Term and Excessive Trading	20
Substitution of Portfolio Shares and Other Changes	21
Charges and Expenses	21

	Page
Premium Expense Charges	21
Charges Against the Policy Value	22
Surrender Charge	23
Expenses of the Portfolios	23
Commissions Paid to Financial Representatives	23
Modifying the Policy	23
Other Policy Provisions	23
Owner	23
Beneficiary	24
Incontestability	24
Suicide	24
Misstatement of Age or Sex	24
Collateral Assignment	24
Deferral of Determination and Payment	24
Dividends	24
Voting Rights	24
Reports and Financial Statements	25
Householding	25
Abandoned Property Requirements	25
Legal Proceedings	25
Speculative Investing	25
Owner Inquiries	26
Illustrations	26
Tax Considerations	26
General	26
Life Insurance Qualification	26
Tax Treatment of Life Insurance	27
Modified Endowment Contracts (MEC)	28
Estate and Generation Skipping Transfer Taxes	29
Business-Owned Life Insurance	29
Policy Split Right	30
Split Dollar Arrangements	30
Valuation of Life Insurance	30
Other Tax Considerations	30
Distribution of the Policy	30
Glossary of Terms	31
Appendix A—Portfolios Available under Your Policy	34
Appendix B	37
Additional Information	38

Important Information You Should Consider About the Policy 

	FEES AND EXPENSES			Cross-Reference(s) to Location in Prospectus
Charges for Early Withdrawals	If you surrender your Policy in the first ten Policy Years you will be assessed a surrender charge of up to 50% of the Target Premium. For example, if you surrender your Policy and your total Target Premium amount was $100,000, you could pay a surrender charge of up to $50,000. Withdrawals are subject to a $25 service charge (currently waived) for each withdrawal request.			Fee and Expense Tables – Transaction Fees (Surrender Charge and Fee for Transfer of Assets, Withdrawals or Change of Specified Amount)
Transaction Charges	In addition to surrender and withdrawal charges, you may also be charged for other transactions, such as certain tax-related charges, a front-end sales load, charges for transferring between investment options, changes to your death benefit option or Specified Amount, as well as charges for expedited delivery or wire transfers.			Fee and Expense Tables – Transaction Fees
Ongoing Fees and Expenses (annual charges)	In addition to the charges above, investment in the Policy is subject to ongoing fees and expenses, including fees covering the cost of insurance and optional benefits available under the Policy. These fees are based on information as of December 31, 2023, may change from year to year, and are generally based on characteristics of the insured (e.g., age, sex and rating classification). You should review your Policy specifications page for specific rates applicable under your Policy. You bear the expenses associated with the Portfolios available under your Policy, the range for which is shown in the following table:			Fee and Expense Tables – Periodic Charges (Other than Portfolio Operating Expenses)   Fee and Expense Tables – Annual Portfolio Operating Expenses
	Annual Fee	Minimum*	Maximum*
	Investment Options (Portfolio company fees and expenses)	0.21%	2.21%
	* As a percentage of Portfolio assets.
	RISKS
Risk of Loss	You can lose money by investing in the Policy, including loss of principal.			Risks of the Policy –Investment Risk and The Funds
Not a Short-Term Investment	The Policy is not a short-term investment and is not appropriate for you if you need ready access to cash. Surrender charges apply in the first 10 Policy Years and the value of your Policy and death benefit will be reduced if you withdraw money. In addition, short-term investment in the Policy may subject you to income taxes and tax penalties.			Risks of the Policy – Policy for Long-Term Protection
Risks Associated with Investment Options	Investment in the Policy is subject to the risk of poor investment performance and can vary depending on the performance of the investment options ( Portfolios) available under the Policy. Each Portfolio will have its own unique risks and you should review these investment options before making an investment decision.			Risks of the Policy – Investment Risk
Insurance Company Risks	Investment in the Policy is subject to the risks related to Northwestern Mutual, and any obligations, guarantees, or benefits are subject to the claims-paying ability of Northwestern Mutual. More information about Northwestern Mutual, including its financial strength ratings, is available upon request by calling toll free (866) 464-3800.			Risks of the Policy –Investment Risk and the Northwestern Mutual section

Variable Joint Life Prospectus

1

	RISKS	Cross-Reference(s) to Location in Prospectus
Policy Lapse	Insufficient premium payments, poor investment results, withdrawals, unpaid loans, or loan interest may cause your Policy to lapse, meaning you will no longer have any life insurance coverage and death benefits will not be paid. After lapse, you may reinstate the Policy subject to certain conditions described in the Prospectus, including the payment of the minimum payment amount, required to keep the Policy in force.	Risks of the Policy –Policy Lapse Information About the Policy – Termination and Reinstatement
	RESTRICTIONS
Investments	Transfers from the Divisions must be in amounts greater than or equal to 1% of assets in the Divisions, may be subject to charges, and are subject to the Policy’s short-term and excessive trading policies. These short-term and excessive trading policies may trigger additional restrictions on your Policy. Currently, there is no charge when you transfer accumulated amounts among Divisions . However, we reserve the right to charge $25 for each transfer after 12 transfers in a Policy Year. You may invest in up to 30 Divisions at a time. Under certain circumstances Northwestern Mutual reserves the right to remove a Portfolio or substitute another Portfolio or mutual fund for such Portfolio .	Information about the Policy – Other Policy Transactions (Transfers and Short-Term and Excessive Trading)   Fee and Expense Tables – Transactions Fees (Fee for Transfer of Assets, Withdrawals or Change of Specified Amount)   Information about the Policy – Other Policy Transactions (Substitution of Portfolio Shares and Other Changes)
Optional Benefits	If available, optional benefits are subject to additional charges and payments made under these benefits are generally subject to the same transaction fees as other premium payments but may be treated differently for other purposes (e.g., certain death benefit minimums). Optional benefits are not available for all ages (or may terminate at certain ages) and underwriting classifications. We may stop offering an optional benefit at any time.	Information about the Policy—Other Benefits Available Under the Policy
	TAXES
Tax Implications	You should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the Policy. There is no additional tax benefit if the Policy is purchased through a tax-qualified plan or individual retirement account (IRA). Withdrawals will generally be subject to ordinary income tax, and may be subject to tax penalties.	Tax Considerations
	CONFLICTS OF INTEREST
Investment Professional Compensation	We no longer issue the Policy to new owners. Your Policy wass sold exclusively through financial representatives of Northwestern Mutual’s affiliated broker- dealer, who are compensated with a commission based on a percentage of premium, and Northwestern Mutual may share revenue it earns on your Policy with its affiliated broker-dealer. These financial representatives may have, or had, a financial incentive to offer or recommend the Policy, or another policy issued by Northwestern Mutual, over other investments.	Distribution of the Policy   Also see Charges and Expenses – Commissions Paid to Financial Representatives
Exchanges	We no longer issue the Policy to new owners. Some financial representatives may have a financial incentive to offer a policy issued by Northwestern Mutual in place of one you already own. You should only exchange an existing policy if you determine, after comparing the features, fees and risks of both policies, that it is preferable to purchase a policy issued by Northwestern Mutual (or any other policy) rather than continue to own the existing policy.	None

Variable Joint Life Prospectus

2

Overview of the Policy

What is the Policy, and what is it designed to do?

The Policy is a joint flexible premium variable universal life insurance policy, the purpose of which is primarily to provide life insurance protection (i.e., a death benefit) upon death of the second insured, while providing the long-term accumulation of assets through allocations to a variety of Divisions . The Policy may be appropriate if you have a long-term investment horizon and is not intended for short-term investment, and is therefore not appropriate for people who may need to make early or frequent withdrawals or who intend to engage in frequent trading. You may want to consult your financial or tax advisor.

In exchange for your Premium Payments, upon the death of the second Insured , we will pay the Death Benefit to your beneficiary based on one of three death benefit options available under the Policy. Subject to certain limitations, you can change the Death Benefit option you selected. (See “Death Benefit – Death Benefit Changes" in the Prospectus for more information.)

How are Premium Payments treated under the Policy?

We no longer issue the Policy to new owners. Current owners must make sufficient Premium Payments to keep the Policy in force. There is no required schedule or amount of Premium Payments but the investment results of the Divisions to which your Net Premium(s) is allocated will affect the Premium Payments you are required to make to keep your Policy in force.

When a Premium Payment is received in Good Order at our Home Office after the Policy is in-force, we deduct a premium tax charge, federal deferred acquisition cost charge and sales load to cover taxes and acquisition and distribution expenses, respectively, and the remaining amount, known as the Net Premium(s), is allocated among the Divisions , according to your current payment allocation instructions.

Investments in the Policy’sDivisions are held in the Separate Account which is an account separate from our General Accountassets. We have established a segment within the Separate Account to receive and invest Net Premium(s) for the Policy. Currently, the Policy segment is divided into 40 Separate AccountDivisions. Each Division purchases shares in a corresponding Portfolio. Information about each corresponding Portfolio is provided at the back of this document. See APPENDIX A: Portfolios Available under Your Policy.

Payment of insufficient premiums may result in the Policy terminating or lapsing.

Q. What are the primary features and options that the Variable Joint Life Policy offers?

A.

Choice of Death Benefit Options. You may choose among three Death Benefit options, a death benefit based on the Specified Amount (Option A), on the Specified Amount plus Policy Value (Option B) or on the Specified Amount plus Premiums Paid (Option C). In addition to the three Death Benefit Options, there is also a Minimum Death Benefit that may be applied. See the Death Benefit section in the Prospectus for more information.

B.

Surrenders and Withdrawals. You may surrender your Policy, and we will pay you its Cash Value (Policy Value less any Policy Debt and any surrender charge). You may also withdraw a part of the Policy Value. A withdrawal reduces the Policy Value, may reduce the Specified Amount of the Policy and therefore the Death Benefit, may impact the Death Benefit Guarantee, and may increase the risk that the Policy will terminate or lapse. Surrenders and withdrawals are subject to charges and may have adverse tax consequences.

C.

Loans. You may take a loan on the Policy that when added to existing Policy Debt does not exceed the Loan Value of the Policy. The Policy secures the loan. Taking a loan will reduce Cash Value and the Death Benefit, may have adverse tax consequences and will increase the risk that your Policy may terminate or lapse.

D.

Transfers. Generally, you may transfer accumulated amounts among the Divisions. We also offer four asset allocation models and two automated transfer programs: Dollar Cost Averaging and Portfolio Rebalancing.

E.

Collateral Assignment. Subject to our approval, you may generally assign the Policy as collateral for a loan or other obligation.

F.

Tax Treatment. You are generally not taxed on the Policy’s earnings until you withdraw Policy Value from your Policy. This is known as tax deferral.

G.

Additional Benefits. There are additional benefits you may add to your Policy. An additional charge may apply if you elect an additional benefit. The additional benefits available with this Policy are listed in the “Other Benefits Available under the Policy” section of the Prospectus, and include the following:

•

Income Plans– In lieu of a lump sum payment, the Death Benefit and surrender proceeds may be payable in monthly (or less frequent) payments over a period of time

•

Right to Exchange for a Fixed Benefit Policy– Allows you to exchange your Policy for a life insurance policy with benefits that do not vary with the investment experience of the underlying Portfolios

•

Dollar Cost Averaging– On a monthly basis, automatically transfers a specific amount from the Government Money Market Division into the other Divisions you have selected

Variable Joint Life Prospectus

3

•

Portfolio Rebalancing– Automatically rebalances the Divisions you select (either monthly, quarterly, semi-annually or annually) to maintain your chosen allocations among the Divisions

•

Allocation Models– Models are available that comprise a combination of Divisions representing various asset classes with various levels of risk tolerance

Fee and Expense Tables

The following tables describe the fees and expenses that are payable when you buy, own, surrender or make withdrawals from the Policy. Please refer to your Policy specifications page for information about the specific fees you will pay each year based on the options you have elected.

Transaction Fees

The table below describes the fees and expenses that are payable when you make Premium Payments, surrender the Policy, make withdrawals, transfer Invested Assets among investment options, or make certain changes to the Policy. Certain fees applicable to your Policy may depend on your Policy Anniversary. Please see “Policy Anniversary” in the Glossary of Terms to help you understand how it will affect the charges applicable to your Policy. 

Charge	When Charge is Deducted	Maximum Guaranteed Charge	Current Charge
Premium Tax Charge	Upon each Premium Payment	3.6% of the premium (includes both “Premium Tax Charge” and “Federal Deferred Acquisition Cost Charge”)	2% of the premium1
Federal Deferred Acquisition Cost Charge2	Upon each Premium Payment		0.80% of Premium Payment
Sales Load	Upon each Premium Payment	Same as current amount	Up to 6.4% of Target Premium for the first 10 Policy Years; up to 2.4% thereafter3and on all premiums in excess of Target Premium for all Policy Years
Fee for Transfer of Assets, Withdrawals or Change of Specified Amount	When you make more than 12 transfers of assets among the Separate Account Divisions in a Policy Year, make withdrawals or change the Specified Amount more than once in a Policy Year	$25	Currently waived
Fee for Change in the Death Benefit Option	Upon a change in the Death Benefit option	$250	Currently waived
Surrender Charge	Upon surrender during the first ten Policy Years	$50 per $1,000 of initial Specified Amount for any combination of Issue Age, sex, and underwriting classification	50% of the premiums paid in the first Policy Year grading to zero at the end of the tenth Policy Year4
Expedited Delivery Charge5	When express mail delivery is requested	$50 per delivery (up to $75 for next day, a.m. delivery) adjusted for inflation6	$15 per delivery (up to $45 for next day, a.m. delivery)
Wire Transfer Fee5	When a wire transfer is requested	$50 per transfer (up to $100 for international wires) adjusted for inflation6	$25 per transfer (up to $50 for international wires)

1

See “Information about the Policy—Premiums” for more information.

2

This charge was previously referred to as the “OBRA Expense Charge” or “Other Premium Expense Charge.” Due to a 1990 federal tax law change under the Omnibus Budget Reconciliation Act of 1990 (“OBRA”), as amended, insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deduct such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. This charge compensates us for the additional corporate income tax burden resulting from OBRA.

3

The sales load in Policy Years 1-10 is applied to the premiums paid up to the Target Premium. All other premiums are charged a 2.4% sales load. The Target Premium is a hypothetical annual premium, which varies based on factors including but not limited to the initial Specified Amount and the characteristics of the Insured persons, such as Issue Age, sex and underwriting classification. Please see “Target Premium” in the Glossary of Terms.

Variable Joint Life Prospectus

4

4

The surrender charge percentage is applied to the premiums actually paid during the first Policy Year or the Target Premium, whichever is less. The percentage remains level during Policy Year one, and declines monthly to zero during Policy Years two through ten. For more information on the surrender charge, see “Charges and Expenses – Surrender Charge” in this prospectus. The “Schedule of Maximum Charges” to your Policy will indicate the maximum surrender charges applicable to your Policy.

5

This fee may increase over time to cover our administrative or other costs but will not exceed the maximum charge. We may discontinue this service at any time, with or without notice.

6

The Maximum Guaranteed Charges are subject to a consumer price index adjustment in order to accommodate future increases in the costs associated with these requests. The maximum charge will equal the Maximum Guaranteed Charge shown above multiplied by the CPI for the fourth month prior to the time of the charge, divided by the CPI for April, 2009. ”CPI” means the Consumer Price Index for All Urban Consumers, United States City Average, All Items, as published by the United States Bureau of Labor Statistics. If the method for determining the CPI is changed, or it is no longer published, it will be replaced by some other index found by the Company to serve the same purpose.

Periodic Charges (Other than Portfolio Operating Expenses)1

The table below describes the fees and expenses, other than operating expenses for the Portfolios that you will pay periodically during the time that you own the Policy. Certain fees applicable to your Policy may depend on your Policy Anniversary. Please see and “Policy Anniversary” in the Glossary of Terms to help you understand how they will affect the charges applicable to your Policy. 

Charge	When Charge is Deducted	Maximum Guaranteed Charge	Current Charge
Monthly Policy Charge—Cost of Insurance Charge2,3
Maximum Charge4	Monthly, on each Monthly Processing Date	Same as current amount	$1,000 per year per $1,000 of net amount at risk
Minimum Charge5	Monthly, on each Monthly Processing Date	Same as current amount	$0.001 per year per $1,000 of net amount at risk
Charge for one male and one female Insured, Issue Ages 44, Select Non- Smoker underwriting classification in the twenty-fourth Policy Year (varies by Policy Year)6	Monthly, on each Monthly Processing Date	$6 per year per $1,000 of net amount at risk in the twenty- third Policy Year7	$0.45 per year per $1,000 of net amount at risk in the twenty-third Policy Year6
Monthly Policy Charge—Mortality and Expense Risk Charge
Mortality and Expense Risk Charge—Invested Assets Component8	Monthly, on each Monthly Processing Date	0.90% annually (monthly rate of 0.075%) of the Policy Value, less any Policy Debt	0.12% annually (monthly rate of 0.01%) of the Policy Value less any Policy Debt
Mortality and Expense Risk Charge—Specified Amount Component3	Monthly, on each Monthly Processing Date during the first ten Policy Years
Maximum Charge8		Same as current amount	Monthly rate of $0.14 per $1,000 of initial Specified Amount
Minimum Charge9		Same as current amount	Monthly rate of $0.003 per $1,000 of initial Specified Amount
Charge for Insureds Issue Ages 44		Same as current amount	Monthly rate of $0.03 per $1,000 of initial Specified Amount
Monthly Policy Charge— Administrative Charge	Monthly, on each Monthly Processing Date	$8 (monthly)	$8 (monthly)
Monthly Policy Charge—Underwriting and Issue Charge3,10
Maximum Charge11	Monthly, on each Monthly Processing Date during the first ten Policy Years	Same as current amount	Monthly rate of $0.04 per $1,000 of initial Specified Amount
Minimum Charge12	Monthly, on each Monthly Processing Date during the first ten Policy Years	Same as current amount	Monthly rate of $0.02 per $1,000 of initial Specified Amount

Variable Joint Life Prospectus

5

Charge	When Charge is Deducted	Maximum Guaranteed Charge	Current Charge
Charge for Insureds Issue Ages 44, Select Non- Smoker underwriting classification	Monthly, on each Monthly Processing Date during the first ten Policy Years	Same as current amount	Monthly rate of $0.02 per $1,000 of initial Specified Amount
Monthly Policy Charge—Deferred Sales Charge	Monthly, on each Monthly Processing Date during the first ten Policy Years	Same as current amount	7.5% annually (monthly rate of 0.625%) for the first ten Policy Years. (The charge for each Policy Year is applied to the cumulative amount of premiums paid during the first Policy Year, up to the Target Premium.)
Monthly Policy Charge—Charge for Expenses and Taxes Associated with Any Policy Debt13	Monthly, on each Monthly Processing Date when there is Policy Debt	2% annually (monthly rate of 0.16667%) of outstanding Policy Debt	0.95% annually (monthly rate of 0.07917%) of outstanding Policy Debt for the first ten Policy Years; 0. 40% annually (monthly rate of 0.03333%) thereafter

1

The charges described in this table may vary based upon factors including but not limited to one or more of the following characteristics: Insureds’ Issue Ages, sex, and underwriting classifications; initial Specified Amount; Target Premium; Policy Date and Policy Year. All charges in the table expressed in dollars have been rounded to the nearest dollar, where appropriate, and all amounts that would round to zero have been rounded to the nearest penny or less, as necessary.

2

The Cost of Insurance Charge is determined by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is the difference between the Death Benefit and the Policy Value. The cost of insurance rate reflects factors including but not limited to the Issue Age, sex and underwriting classification of the Insured persons, the Policy Date and Policy Year. Please request an illustration from your Financial Representative for personalized information, including the particular charges applicable to your Policy. (See “Illustrations”).

3

The charge varies based on individual characteristics. The rates shown in the table may not be representative of the charge a particular Owner may pay. Please request an illustration from your Financial Representative for personalized information, including the particular charges applicable to your Policy. (See “Illustrations”).

4

The maximum Cost of Insurance Charge assumes that the Insureds have the following characteristics: one male and one female, Attained Age 100 of the younger Insured, both substandard underwriting classification. The maximum Cost of Insurance Charge shown may also apply to other combinations of Policy Year and Insured characteristics.

5

The minimum Cost of Insurance Charge assumes that the Policy is in the first Policy Year, and that the Insureds have the following characteristics: both female, both Issue Age 20, both Premier Non-Tobacco classification. The minimum Cost of Insurance Charge shown may also apply to other combinations of Policy Year and Insured characteristics.

6

Generally, the cost of insurance rate will increase each Policy Year.

7

The maximum guaranteed cost of insurance rate will exceed the current rate in most Policy Years. Generally, the rate will increase each Policy Year.

8

The maximum Mortality and Expense Risk Charge—Specified Amount Component assumes that the Insureds have the following characteristics: one male and one female, Issue Ages 75 and older.

9

The minimum Mortality and Expense Risk Charge—Specified Amount Component assumes that the Insureds have the following characteristics: one male and one female, Issue Ages 25 and younger.

10

The charge may not exceed $900-$2,100 annually ($75-$175 monthly amount) based on the underwriting classification of the Insureds on the Date of Issue. This charge is based on the underwriting classification of the Insureds on the Date of Issue, subject to a maximum amount not to exceed $900-$2,100 ($75-$175 monthly amount), which is based on underwriting classification.

11

The maximum Underwriting and Issue Charge assumes that the Insureds have the following characteristic: substandard underwriting classification.

12

The minimum Underwriting and Issue Charge assumes that the Insureds have the following characteristic: standard underwriting classification.

13

The charge is applied to the Policy Debt. It is in addition to the interest charged on any Policy Loan and is deducted from Invested Assets. We add unpaid interest to the amount of the loan. Interest on a Policy loan accrues and is payable on a daily basis at an annual effective rate of 5%. The amount of the Policy loan will be transferred from the Divisions to our General Account and credited on a daily basis with an annual earnings rate equal to the 5% Policy loan interest rate. When the younger insured is at or above Attained Age 100 (or would be, if alive), the current Charge for Expenses and Taxes Associated with Any Policy Debt is 0.00%.

Annual Portfolio Operating Expenses

The table below shows the range (minimum and maximum) of total operating expenses charged by the Portfolios that you may pay periodically during the time you own your Policy. The table below is based on information as of December 31, 2023 and may change from year to year. A complete list of the Portfolios available under your Policy, including their annual expenses, may be found at the back of this document. 

	Minimum	Maximum
Annual Portfolio Operating Expenses (expenses deducted from Portfolio assets, including management fees, distribution (12b-1) fees, and other expenses as a percentage of average Portfolio assets)	0.21%	2.21%
Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement*	0.20%	2.16%

*

The “Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum and maximum fees and expenses charged by all of the Portfolios after taking into account contractual fee waiver or reimbursement arrangements in place. Those contractual arrangements are designed to reduce Portfolio Operating Expenses.

Variable Joint Life Prospectus

6

For more information about voluntary fee waivers that may be in place, see the “Charges and Expenses” section.

Risks of the Policy

Policy for Long-Term Protection Your Policy is designed to serve your long-term life insurance protection need. It is not suitable for short-term life insurance protection nor for short-term investing. The value of your Policy and Death Benefit will be reduced if you withdraw money. In addition, short-term investment in the Policy may subject you to income taxes and tax penalties.

Investment Risk Policy amounts in the Divisions will fluctuate with the performance of the Portfolios you choose. Amounts you allocate among the Divisions may grow in value, decline in value, or grow less than you expect depending on the investment performance of the corresponding Portfolios. These assets are not guaranteed and you can lose money. You may be required to pay more premiums than originally planned in order to keep the Policy in force.

A comprehensive discussion of the investment objectives and risks of each Portfolio may be found in each Portfolio’s prospectus. There is no assurance that any Portfolio will achieve its stated investment objective. The Policy is not designed for frequent or short-term trading.

Insurance Default Risk Because certain guarantees under the Policy are guaranteed by the Company’s General Account assets, the ability to make good on these guarantees depends on the financial strength and claims-paying ability of the Company. Therefore, guaranteed benefits outside of the Separate Account, are subject to the risk of default to the extent the Company is unable to satisfy some or all of these guarantees.

Policy Lapse Insufficient Premiums, poor investment results, withdrawals, unpaid loans, or loan interest may cause your Policy to lapse, meaning you will no longer have any life insurance coverage. If, on a Monthly Processing Date, the Cash Value (which takes into account any applicable surrender charge) is not enough to pay the Monthly Policy Charge, your Policy will enter a 61-day grace period. If your Policy enters a grace period, we will notify you that the Policy will lapse at the end of the grace period unless you make a sufficient payment. Your Policy may be reinstated within three years (or longer if required by state law) after it has lapsed, subject to certain conditions.

Policy Loan Risks A Policy loan, whether or not repaid, will affect the value of your Policy over time because the amounts borrowed do not participate in the investment performance of the Divisions; in addition, a charge is deducted from your Policy Value while there is Policy Debt. The Death Benefit is reduced by the amount of any outstanding Policy Debt. If you surrender the Policy or allow it to lapse while Policy Debt is outstanding, the amount of Policy Debt is extinguished by applying the Policy Value to repay it. If the Policy Debt exceeds the cost basis in the contract, we are required to report the extinguishment to you and the IRS on an IRS Form 1099-R. Policy Debt reduces the Cash Value and increases the risk that your Policy will lapse.

Limitations on Access to Your Values Accessing your Policy's value may have tax consequences. We will deduct a surrender charge if you surrender your Policy in the first ten Policy Years. Even if your Policy has value it is possible that you will receive no Cash Value if you surrender the Policy in the first ten Policy Years. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of your Policy in the near future. Even if you do not ask to surrender the Policy, surrender charges may play a role in determining whether the Policy will enter a grace period (and possibly lapse). See "Policy Lapse" above. You may make withdrawals subject to limitations on the amount that may be withdrawn. (See “Withdrawals”). A withdrawal will reduce the Policy Value and Death Benefit. The minimum amount of a withdrawal is $250.
  Following a withdrawal, remaining Cash Value must be at least three times current monthly charges.

Adverse Tax Consequences Our understanding of the principal tax considerations for the Policy under current tax law is set forth in this Prospectus. A surrender, loan, or withdrawal may have tax consequences. There are areas of some uncertainty under current law, and we do not address the likelihood of future changes in the law or interpretations thereof. Among other risks, your Policy may become a modified endowment contract. A modified endowment contract (“MEC”) is a life insurance contract that is taxed less favorably on lifetime distributions than other life insurance contracts because the contract is considered too investment oriented. Generally, a Policy may be classified as a MEC if cumulative premiums paid during a seven-pay period exceed a “seven-pay” limit defined in the Internal Revenue Code. Distributions, including loans, from a Policy classified as a MEC are taxable to the extent of the gain in the Policy and may be subject to an additional 10% penalty tax if taken before the Owner attains age 59½. Moreover, excessive Policy loans could cause a Policy to terminate with insufficient value to pay the tax due upon termination. Death Benefit proceeds may be subject to state and/or inheritance taxes. (See “Tax Considerations”).

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Risk of an Increase in Current Fees and Expenses Certain insurance charges are currently assessed at less than their maximum levels. We may increase these current charges in the future up to the guaranteed maximum levels , based on the Company’s emerging experience or future expectations, as determined in its sole discretion, with respect to, but not limited to, mortality, expenses, reinsurance costs, taxes, persistency, capital requirements, reserve requirements, and changes in applicable laws. Although some Funds may have expense limitation agreements, the operating expenses of the Portfolios are not guaranteed and may increase or decrease over time. If fees and expenses are increased, you may need to increase the amount and/or frequency of Premium Payments to keep the Policy in force.

Cybersecurity and Certain Business Continuity Risks The Company has administrative, technical and physical safeguards in place with respect to information security, nevertheless, our variable product business is potentially susceptible to operational and information security risks resulting from a cyber-attack as it is highly dependent upon the effective operation of our computer systems and those of our business partners. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affecting us, the Portfolios, intermediaries and other affiliated or third-party service providers may adversely affect us and your Policy Value. For instance, cyber-attacks may interfere with our processing of contract transactions (including the processing of orders through our website, if available, or with the Portfolios), impact our ability to calculate values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities in which the Portfolios invest, which may cause the Portfolios to lose value. The risk of cyber-attacks may be higher during periods of geopolitical turmoil (such as the Russian invasion of Ukraine and the responses by the United States and other governments). There can be no assurance that we or the Portfolios or our service providers will avoid losses affecting your Policy due to cyber-attacks or information security breaches in the future.

Other disruptive events, including (but not limited to) natural or man-made disasters and public health crises or pandemics (such as coronavirus COVID-19), may also adversely affect our ability to conduct business, including if our employees or the employees of intermediaries or other affiliated or third-party service providers are unable to perform their responsibilities as a result of any such event. Such disruptions to our business operations can interfere with issuance or our processing of transactions (including the processing of orders through our website or with the Portfolios), may interfere with our ability to receive, pickup and process mail and messages, impact our ability to calculate values, or cause other operational or system issues. Furthermore, these disruptions may persist even if our employees or the employees of intermediaries or other affiliate or third-party service providers are able to work remotely. These events may also impact the issuers of securities in which the Portfolios invest, which may cause the Portfolios to lose value. There can be no assurance that the Company, the Portfolios or our service providers will avoid losses affecting your Policy due to a disaster or other catastrophe.

Northwestern Mutual

The Northwestern Mutual Life Insurance Company is a mutual life insurance company organized by a special act of the Wisconsin Legislature in 1857. It is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. Its total assets were over $358 billion as of December 31, 2023. The Home Office of Northwestern Mutual is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

General Account assets are used to guarantee the payment of certain benefits under the Policy, including death benefits. To the extent that we are required to pay you amounts under these benefits that are in addition to assets in the Separate Account, such amounts will come from General Account assets. Thus, Owners must look to the strength of the Company and its General Account with regard to guarantees under the Policy. The General Account is exposed to the risks normally associated with the operation of a life insurance company, including insurance pricing, asset liability management and interest rate risk, operational risks, and the investment risks of a portfolio of securities that consists largely, though not exclusively, of fixed-income securities. Some of the risks associated with such a portfolio include interest rate, option, liquidity, and credit risk. The financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the General Account investments. The assets in the General Account are subject to the claims of the Company’s general creditors.

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The Separate Account

We established the Separate Account by action of our Trustees on November 23, 1983, in accordance with the provisions of Wisconsin insurance law. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). We own the assets in the Separate Account and we are obligated to pay all benefits due under the Policy. We may use the Separate Account to support other variable life insurance policies we issue. We have divided the Separate Account into Divisions, each of which invests in shares of one Portfolio of the Funds.

Under Wisconsin law, Separate Account assets are held separate from our other assets and are not part of our General Account. Income, gains, and losses, whether or not realized, from assets allocated to the Separate Account will be credited to or charged against the Separate Account without regard to our other income, gains, or losses. Income, gains, and losses credited to, or charged against, a Division reflect that Division’s own investment performance and not the investment performance of our other assets. We may not use the Separate Account’s assets to pay any of our liabilities other than those arising from the Policies and any other variable life insurance Policies funded by the Separate Account. We may, however, use all of our assets (except those held in certain other separate accounts) to satisfy our obligations under your Policy.

Where permitted by law and subject to any required regulatory approvals or votes by Owners, we reserve the right to:

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operate the Separate Account or a Division either as a unit investment trust or a management investment company under the 1940 Act, or in any other form permitted by law, if deemed by the Company to be in the best interest of Owners;

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invest current and future assets of a Division in securities of another Portfolio as a substitute for shares of a Portfolio (or another share class of an existing Portfolio) already purchased or to be purchased;

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transfer cash from time to time between the General Account and the Separate Account as deemed necessary or appropriate and consistent with the terms of the Policy, including but not limited to transfers for the deduction of charges and in support of payment options;

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on behalf of the Company, transfer assets of the Separate Account in excess of reserve requirements (only for accrued fees and charges or any seed capital) applicable to the Policies supported by the Separate Account to the General Account (Invested Assets remaining in the Separate Account necessary to fulfill its obligations under the Policy are not subject to claims against or losses in the General Account);

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register or deregister the Separate Account under the 1940 Act or change its classification under that Act;

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create new separate accounts;

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add, delete or make changes to the securities and other assets held or purchased by the Separate Account;

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restrict or eliminate any voting rights of Owners or other persons having voting rights as to the Separate Account; and

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make any changes to the Separate Account to conform with, or required by any change in, federal tax law, the 1940 Act and regulations promulgated thereunder, or any other applicable federal or state laws.

In the event that we take any of these actions, we may make an appropriate endorsement of your Policy and take other actions necessary to comply with applicable law.

The Funds

A variety of investment options are made available under the Policy for the allocation of your premiums. However, the Company does not endorse or recommend any particular option, nor does it provide investment advice. You are responsible for choosing your investment options and should make your choices based on your individual situation and risk tolerances. After making your initial allocation decisions, you should monitor your allocations and periodically review the options you select and the amounts allocated to each to ensure your selections continue to be appropriate. The amounts you invest in a particular Division are not guaranteed and, because both principal and any return on the investment are subject to market risk, you can lose money.

The assets of each Division are invested in a corresponding Portfolio that is a series of one of the following mutual funds: Northwestern Mutual Series Fund, Inc.; Fidelity® Variable Insurance Products; Neuberger Berman Advisers Management Trust; Russell Investment Funds; and Credit Suisse Trust. The Separate Account buys shares of the Portfolios at their respective net asset values without sales charge. The Portfolios are available for investment only by separate accounts supporting variable insurance products and are not publicly traded. Their performance can differ substantially from publicly traded mutual funds

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with similar names. The specific Portfolios available under your Policy may change from time to time, and not all Portfolios in which assets of the Separate Account are invested may be available under your Policy. Your ability to invest in a Portfolio may be affected by the actions of such Portfolio, such as when a Portfolio closes.

There is no assurance that any of the Portfolios will achieve its stated objective(s). You can find more detailed information about the Portfolios, including its (i) name, (ii) investment objective(s), (iii) investment adviser, (iv) current expenses, and (v) performance, in Appendix A to this Prospectus. Each Portfolio has a prospectus that contains more detailed information about the Portfolio. Read the prospectuses for the Portfolios carefully before investing. You can find these documents online at www.nmprospectus.com, by calling (866) 464-3800 or by sending an email request to vavldocrequest@northwesternmutual.com. Note: A summary prospectus for a Portfolio contains information on its first page about how to obtain a copy of the full Portfolio statutory prospectus. You can also visit www.nmprospectus.com to obtain these documents.

Payments We Receive

The Policy makes available both proprietary and non-proprietary Portfolios. The Series Fund is a proprietary Fund that has been included in part because it is managed by a subsidiary of the Company. For non-proprietary Portfolios offered through this Policy, we consider during the selection process whether a Portfolio’s investment adviser or an affiliate will make payments to us or our affiliates. Other factors we consider during the selection process include asset class coverage, management style, sector coverage, the strength of the investment adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new premiums and/or transfers of accumulated amounts if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the Policy Value of your Policy resulting from the performance of the Portfolios you have chosen.

Owners, through their indirect investment in the Portfolios, bear the costs of the investment advisory or management fees that the Portfolios pay to their respective investment advisors (see the Portfolios’ prospectuses for more information). As described above, an investment adviser of a Portfolio, or its affiliates, may make payments to the Company and/or certain of our affiliates. However, the amount of such payments is not determinative as to whether a Portfolio is available through the Policy. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. The amount of the compensation is based on a percentage of assets of the Portfolios attributable to the Policies and certain other variable insurance products that the Company issues. The percentages differ and some investment advisers (or other affiliates) may pay more than others. The percentages currently range up to 0.20%. These payments are made for various purposes, including payment of services incurred by the Company and/or its affiliates in promoting and marketing the Policies and Portfolios. The Company and its affiliates may profit from these payments.

While not currently the case, certain Portfolios available under the Policy may adopt a Distribution (and/or Shareholder Servicing) Plan under Rule 12b-1 of the 1940 Act, which is described in more detail in the Portfolios’ prospectuses. The payments, which may be up to 0.25%, would be deducted from assets of the Portfolios and are paid to our distributor, Northwestern Mutual Investment Services, LLC. These payments would decrease such Portfolio’s investment return. We would also consider the receipt of these payments generally to be a positive factor when selecting Portfolios.

Additionally, an investment adviser or sub-adviser of a Portfolio (or of an underlying fund in which a Portfolio invests) or its affiliates may provide the Company with wholesaling services that assist in the distribution of the Policies and may pay the Company and/or certain of our affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the investment adviser or sub-adviser (or their affiliate) with increased access to persons involved in the distribution of the Policies.

Information About the Policy

We are no longer issuing this Policy.

This prospectus describes the material provisions of the Policy. You should consult your Policy for more information about its terms and conditions, and for any state specific variations that may apply to your Policy.

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Availability Limitations

Generally, the Policy was available for Insureds between Issue Ages 20-85. A minimum Specified Amount of at least $1,000,000 was required if the older Insured’s Issue Age was 20-49 and $500,000 if the older Insured’s Issue Age was 50-85.

Premiums

The Policy permits you to pay premiums at any time before the Policy Anniversary that is nearest the 95th birthday of the younger Insured and in any amounts within the limits described in this section.

We used the Specified Amount you selected when you purchased the Policy to determine the minimum initial premium required to put your Policy in force. The minimum initial premium varies with factors including but not limited to the Issue Age, sex, and underwriting classification of the Insured persons.

After a Policy is issued, there are no minimum premiums, except that we will not accept a premium of less than $25. The Policy will remain in force during the lifetime of at least one of the Insured persons so long as the Cash Value is sufficient to pay the Monthly Policy Charge. If there is Policy Debt, payments at our Home Office will be treated as payments to reduce Policy Debt unless designated as Premium Payments.

The Policy sets no maximum on premiums, but we will accept a premium that would increase the net amount at risk only if the insurance, as increased, will be within our issue limits, the Insureds meet our insurability requirements and we receive the premium prior to the Policy anniversary nearest the older Insured’s 85th birthday. If you have elected the Guideline Premium/Cash Value Corridor Test (see “Death Benefit—Minimum Death Benefit”), we will not accept a premium if it would disqualify the Policy as life insurance for federal income tax purposes. We will accept a premium, however, even if it would cause the Policy to be classified as a MEC. (See “Tax Considerations”).

We accept Premium Payments via our website if eligible. Electronic payments via our website must be made in accordance with our current procedures. However, we are not required to accept electronic payments, and we will not be responsible for losses resulting from transactions based on unauthorized electronic payments, provided we follow procedures reasonably designed to verify the authenticity of electronic payments. For more information on electronic payments see “Owner Inquiries.” We reserve the right to limit, modify, suspend or terminate the ability to make payments via our website at any time.

You may send Premium Payments to our Home Office or to a payment center designated by us. All payments must be made in U.S. Dollars payable through a U.S. financial institution. We accept Premium Payments by check or electronic funds transfer (“EFT”). Net Premiums are placed in the Separate Account on the date we receive your Premium Payment in Good Order at our Home Office and are credited at the Unit Value determined as of the date of receipt. Premiums received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and credited on that Valuation Date. If received on or after the close of trading on a Valuation Date, or on a day other than a Valuation Date, they are deemed to be received and credited on the next Valuation Date. If your payment is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your payment to our then-current requirements. We generally will not accept cash, money orders, traveler’s checks or “starter” checks; however, in limited circumstances, we may accept some cash equivalents in accord with our anti-money laundering procedures. If you make a Premium Payment with a check or bank draft and, for whatever reason, it is later returned unpaid or uncollected, or if a Premium Payment by EFT is reversed, we reserve the right to reverse the transaction. We also reserve the right to recover any resulting losses incurred by us by withdrawing a sufficient amount of Policy Value.

We have the right to limit or refund a Premium Payment or make distributions from the Policy as necessary to continue to qualify the Policy as life insurance under federal tax law, including the classification of your Policy as a modified endowment contract. If mandated under applicable law, we may be required to reject a Premium Payment. We may accept a premium at the direction of the Owner, however, even if it would cause the Policy to be classified as a modified endowment contract. If we receive a Premium Payment before its due date in circumstances where allocating such Premium to your Policy could result in your Policy failing to qualify as life insurance or being classified as a modified endowment contract, or where the Premium Payment was intended to be applied as of its due date, depending on your or your Financial Representative’s instructions we may hold the Premium or partial Premium Payment in a non-interest bearing account until its due date, at which time we will allocate your payment to the Divisions. Excess payment amounts are applied once instructions are received in Good Order.

We may also be required to provide information about you and your account to government regulators. Although we do not anticipate delays in our receipt and processing of premiums, we may experience such delays to the extent premiums are not received at our Home Office on a timely basis. Such delays could result in delays in the allocation of premiums. (See “Allocating Premiums to the Separate Account”).

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Allocating Premiums to the Separate Account

Net Premiums are allocated into the Divisions as you directed in the Application for your Policy or in subsequent requests to change your allocations. You may invest in up to 30 Divisions at a time. You may change your allocation for future Net Premiums at any time. The change will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, we will continue to credit Net Premiums to your Policy according to the allocation instructions then in effect and either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request with our then-current requirements.

In order to take full advantage of these features, you should carefully consider, on a continuing basis, which investment options are best suited to your long-term investment needs. Investment returns from amounts allocated to the Divisions will vary with the investment performance of the Divisions and will be reduced by Policy charges. You bear the entire investment risk for amounts you allocate to the Divisions. You should periodically review your allocation instructions in light of market conditions and your overall life insurance and financial objectives. Your Financial Representative may provide us with instructions on your behalf involving the allocation of accumulated amounts among available Divisions, subject to our rules and requirements, including the restrictions on short-term and excessive trading.

You may request allocation changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at (866) 464-3800. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with allocation changes on behalf of a Policy Owner subject to our current procedures, rules and requirements. You may also submit allocation instructions via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. For more information see “Owner Inquiries.” Please note that we are not required to accept Electronic Instructions and we will not be responsible for losses resulting from transactions based on unauthorized Electronic Instructions, provided we follow procedures reasonably designed to verify the authenticity of Electronic Instructions. We reserve the right to limit, modify, suspend or terminate the ability to make requests via Electronic Instructions.

Policy Value

The Policy Value is the cumulative amount invested, less withdrawals, adjusted for daily investment results and interest on Policy Debt, and reduced by the current monthly charges for the cost of insurance and other expenses. It is also equal to the sum of Invested Assets and Policy Debt.

Cash Value

You may surrender a Policy for the Cash Value at any time during the lifetime of at least one of the Insured persons. The Cash Value for the Policy will change daily in response to investment results. No minimum Cash Value is guaranteed. The Cash Value is equal to the Policy Value, reduced by the surrender charge and reduced by any Policy Debt outstanding.

We determine the Cash Value for a Policy at the end of each Valuation Period (typically, 4:00 p.m. Eastern Time each business day). Each business day, together with any non-business days before it, is a Valuation Period. A business day is any day on which the NYSE is open for trading. In accordance with the requirements of the 1940 Act, we may also determine the Cash Value for a Policy on any other day on which there is sufficient trading in securities to materially affect the value of the securities held by the Portfolios.

The Company currently permits surrender proceeds to be paid under an Income Plan requested by an Owner at the time of surrender. Available income plans include an interest income plan, installment income plans, and life income plans. The Company may offer additional Income Plans. (See “Other Benefits Available Under the Policy –Income Plans”).

Death Benefit

Death Benefit Options The Death Benefit is payable on the second death while the Policy is in force. The Policy provides for three Death Benefit options:

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The greater of the Specified Amount or the Minimum Death Benefit (Option A)

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The greater of the Specified Amount plus Policy Value or the Minimum Death Benefit (Option B)

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The greater of the Specified Amount plusCumulative Premiums minusCumulative Withdrawals or the Minimum Death Benefit (Option C)

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The option you choose on your Application will generally depend on whether you prefer an increasing Death Benefit or a larger Policy Value, but in each case the Death Benefit will be at least the Minimum Death Benefit required for your Policy to qualify as life insurance under federal tax law. You selected the Specified Amount when you purchased the Policy and you may make changes, generally upon written request, subject to our approval. Owners must look to the financial strength of the Company and its General Account with regard to guarantees under the Policy.

The selected Death Benefit option will be in effect before the Policy Anniversary nearest the 100th birthday of the younger Insured (whether that Insured survived to age 100 or not), and the Death Benefit will be equal to the Policy Value on or after that Policy Anniversary. The investment performance of the Portfolios, as well as the charges and expenses under your Policy, may decrease your Policy Value and/or your Death Benefit.

The Death Benefit will be paid on the death of the second of the Insureds to die while the Policy is in force, subject to the limitations stated in the Policy or imposed law. The amount payable will be reduced by the amount of any Policy Debt and any Monthly Policy Charges due and unpaid if the second death occurs during a grace period. (See “Termination and Reinstatement”). Subject to the terms and conditions of the Policy and any applicable Income Plan, Death Benefit proceeds will usually be paid to a beneficiary or other payee within seven days after we receive all satisfactory proof of the deaths of both Insureds is received in our Home Office. The amount of proceeds will be determined as of the date of the second death. We will pay interest on the proceeds from that date until payment is made. However, we may postpone payment after proof of death whenever the NYSE is closed or restricted (other than on customary weekend and holidays) or if the SEC permits such a delay by rule, order or declaration. During any such postponement, proceeds will be held in our General account and are subject to the claims of our creditors.

Minimum Death Benefit The Minimum Death Benefit is the amount required to maintain the Policy as life insurance for Federal income tax purposes. Under any of the Death Benefit options, or on or after the Policy Anniversary nearest the 100thbirthday of the younger Insured, we will increase the Death Benefit if necessary to meet this requirement.

A Policy must satisfy one of two testing methods to qualify as life insurance for federal income tax purposes: the Guideline Premium/Cash Value Corridor Test or the Cash Value Accumulation Test. Both tests require the Policy to meet minimum ratios, or multiples, of Death Benefit to the Policy Value. The minimum multiple decreases as the age of the Insured persons advances. You made the choice of testing methods when you purchased the Policy and it may not be changed.

For the Guideline Premium/Cash Value Corridor Test the minimum multiples of Death Benefit to the Policy Value are shown in the following table. The Attained Age of the younger Insured is used even if the younger Insured is no longer living.

Guideline Premium/Cash Value Corridor Test Multiples Younger Insured Age 

Attained Age	Policy Value %	Attained Age	Policy Value %
40 or under	250	61	128
41	243	62	126
42	236	63	124
43	229	64	122
44	222	65	120
45	215	66	119
46	209	67	118
47	203	68	117
48	197	69	116
49	191	70	116
50	185	71	113
51	178	72	111
52	171	73	109
53	164	74	107
54	157	75-90	105
55	150	91	104
56	146	92	103
57	142	93	102
58	138	94	101
59	134	95 or over	100
60	130

For the Cash Value Accumulation Test, the minimum multiples of Death Benefit to the Policy Value are calculated using net single premiums based on the both Insureds and the Policy’s underwriting classification, and using a 4% interest rate.

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The Guideline Premium/Cash Value Corridor Test generally has lower minimum multiples than the Cash Value Accumulation Test. This means that, given the same Policy Value, the minimum Death Benefit permissible by federal income tax law may be greater under the Cash Value Accumulation test than under the Guideline Premium/Cash Value Corridor Test. The Guideline Premium/Cash Value Corridor Test generally requires a lower Death Benefit and therefore a lower cost of insurance charge. The Guideline Premium/Cash Value Corridor Test limits the amount of premium that may be paid in each Policy Year. The Cash Value Accumulation Test has no such annual limitation, and allows more premium to be paid during the early Policy Years.

Death Benefit Changes You may change the Death Benefit option, or increase or decrease the Specified Amount, subject to our approval. Changes are subject to insurability requirements and issue limits. We will not permit a change if it results in a Specified Amount less than what we would issue on that date for similar policies. For additional requirements see “Modifying the Policy.”

If your request is received in Good Order at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, a change in the Death Benefit option or an increase or decrease in the Specified Amount, will be effective on that date. If the written request is not received on a Monthly Processing Date, or is received on or after the close of trading on a Monthly Processing Date, it will be effective on the next Monthly Processing Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

Administrative charges of up to $250 for a change in the Death Benefit option, and up to $25 per change for more than one change in the Specified Amount in a Policy Year, may apply. We will deduct any such charges from the Policy Value. We are currently waiving these charges.

A change in the Death Benefit option, or an increase or decrease in the Specified Amount, may have important tax effects. (See “Tax Considerations”). The cost of insurance charge will increase if a change results in a larger net amount at risk. (See “Charges and Expenses—Charges Against the Policy Value”).

Other Benefits Available Under the Policy

In addition to the standard death benefits associated with your Policy, other standard and/or optional benefits may also be available to you. The following table(s) summarize information about those benefits. If applicable, information about the fees associated with each benefit included in the table may be found in the Fee and Expense Tables.

 

Name of Benefit	Purpose	Is Benefit Standard or Optional	Brief Description of Limitations/Restrictions
Income Plans	In lieu of a lump sum, the Death Benefit and surrender proceeds may be payable in a monthly (or less frequent) payments over a period of time	Standard (currently available)	•Must be selected by owner •Payments are subject to fixed rates and not investment performance of the Portfolios •For death benefit proceeds, must be selected while the Insured is living or within 60 days after the death of the insured •Any proceeds add to increase monthly payments may be subject to additional charges or taxes

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Name of Benefit	Purpose	Is Benefit Standard or Optional	Brief Description of Limitations/Restrictions
Right to Exchange for a Fixed Benefit Policy	Allows you to exchange your Policy for a life insurance policy with benefits that do not vary with the investment experience of the underlying Portfolios	Standard	•Requires premium payments be paid •There may be a cost associated with exchange •Exchange may have tax consequences
Dollar Cost Averaging	On a monthly basis, automatically transfers a specific amount from the Government Money Market Division into the other Divisions you have selected	Standard	•Must be selected by owner
Portfolio Rebalancing	Automatically rebalances the Divisions you select (either monthly, quarterly, semi-annually or annually) to maintain your chosen allocations among the Divisions	Standard	•Must be selected by owner
Asset Allocation Models	Allocation models are available that comprise a combination of Divisions representing various asset classes with various levels of risk tolerance.	Standard	•Must be selected by owner •Only one model is available at a time •Models are “static” and therefore the Owner must make an affirmative election to change models •Available models may change in the future

 

Income Plans If an Income Plan was not previously elected by the Owner and in lieu of a lump sum payment, the Company currently permits the Death Benefit, less any Policy Debt, to be paid under an Income Plan selected by your beneficiary after the death of the second of the Insureds. Surrender proceeds may also be payable under an Income Plan selected by the Owner.

Available Income Plans include an interest income plan, installment income plans, and life income plans. The Company may offer additional Income Plans. Generally, (1) an interest income plan accrues interest on the Death Benefit, the interest may be received monthly, and any remaining proceeds or interest may be withdrawn at any time; (2) an installment income plan pays the Death Benefit in installments for a fixed period of time, and any remaining proceeds may be withdrawn at any time; and (3) a life income plan makes payments monthly for a chosen period and after that, for the life of the person on whose life the payments are based (or two persons if the joint option is selected). If available, any proceeds added to increase the amount payable under a monthly income plan may be subject to a 2.00% expense charge plus any applicable state premium tax. The choice of Income Plans will vary depending on financial situation and the amount of income desired monthly for a chosen time period. The Owner may elect the Income Plan while the Insured is living or, if the Insured is not the Owner, during the first 60 days after the Insured’s date of death. An Income Plan that is elected by the Owner will take effect on the date of death of the Insured if the notice of election is received in our Home Office while the Insured is living. In all other cases, the Income Plan will take effect on the date of receipt of the notice of election. If no Income Plan is elected, the benefit is paid to the beneficiary with interest based on rates declared by the Company or as required by applicable state law on the date of death of the Insured. Payments under these plans are from our General Account, and are subject to the claims of our creditors. Please see the “Northwestern Mutual” section for more information regarding our General Account and guarantees under your Policy.

Example: John and Jane Doe were the owners and insureds of a policy and had elected an installment income plan. Upon their death in a tragic car accident, in lieu of paying life insurance proceeds from the policy to their beneficiary in a lump sum, the Company made reduced amounts of monthly payments to the beneficiary spread out over a ten year time period while the remaining balance earned interest.

Right to Exchange for a Fixed Benefit PolicyYou may exchange your Policy for a life insurance policy with benefits that do not vary with the investment experience of the Separate Account (“Fixed Benefit Policy”) if, at any time, a Fund changes its investment adviser, if there is a material change in the investment policies of a Portfolio, or the Portfolio is substituted for another portfolio (see “Substitution of Portfolio Shares and Other Changes”). You will be given notice of any such change and will have 60 days to make the exchange. We may require evidence of insurability and there may be a cost associated with the exchange. Depending on the timing and the individual circumstances surrounding the exchange, the Fixed Benefit Policy will be

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on the lives of the same Insureds and will have a Death Benefit at least as great as the initial Death Benefit of your Policy (assuming no decrease in Specified Amount prior to the exchange). The exchange may be subject to an equitable cash adjustment, which recognizes the investment performance of the Policy through the effective date of the exchange, and may have tax consequences. An exchange is effective when we receive a proper written request, as well as the Policy, and any amount due on the exchange.

Example: John Doe is the owner and insured of a variable executive life policy and is informed that one of the underlying portfolios in his Policy will be substituted for a different portfolio. Upon notice, John decides he would rather own a policy that is not subject to the investment experience of the underlying portfolios in which the separate account divisions that support his policy invest and would rather own a policy that earns a fixed rate of interest. Subject to the Company’s requirements, John has up to 60 days to exchange his variable policy for a fixed policy.

Dollar-Cost AveragingWith Dollar-Cost Averaging, you can arrange to have a regular amount of money (either a fixed dollar amount or a fractional amount) automatically transferred monthly from the Government Money Market Division into the Division(s) you have chosen. Transfers will end either when the amount in the Government Money Market Division is depleted or when you submit a request to our Home Office to stop such transfers, whichever is earlier. You may request changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with requests on behalf of a Policy Owner subject to our current procedures, rules and requirements. You may also submit changes via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. There is no charge for the Dollar-Cost Averaging. We reserve the right to modify or terminate the Dollar-Cost Averaging Plan at any time.

Dollar-cost averaging does not ensure a profit or protect against loss in a declining market. Carefully consider your willingness to continue payments during periods of low prices. You should consult your Financial Representative before deciding whether to elect DCA.

Portfolio Rebalancing Over time, portfolio rebalancing helps you maintain your allocations among the Divisions you have chosen. If you elect portfolio rebalancing, your Invested Assets are periodically rebalanced in accordance with our procedures to return your allocation to the percentages you specify. Portfolio rebalancing may reduce the amount of Policy Value allocated to better performing Divisions.

You may choose to rebalance monthly, quarterly, semi-annually or annually. You may have elected portfolio rebalancing in the Application. We do not charge a transfer fee for portfolio rebalancing. Subject to any limitations imposed by our short-term and excessive trading policies and procedures, you may also elect portfolio rebalancing and modify or terminate your election at any time by submitting a request to our Home Office. You may request changes in writing (including via facsimile or, under limited circumstances, by email) or by calling Advanced Markets Operations at 1-866-464-3800. You may also submit changes via the Internet at www.northwesternmutual.com (“Electronic Instructions”) in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. If you make transfers through our website, your portfolio rebalancing will end and you will need to make a new election if you want portfolio rebalancing to continue. We may modify, limit, suspend or discontinue this feature at any time.

Asset Allocation Models The Company currently makes available allocation models at no extra charge for amounts invested in the Divisions. An Owner can select only one model at a time. Each of the four models currently available (Moderately Conservative, Balanced, Aggressive, Very Aggressive) is comprised of a combination of Divisions that hold Portfolios representing various asset classes with various levels of risk tolerance. Generally, the four models can be characterized as follows: 

Moderately Conservative	This combination of Divisions has Portfolios that generally invest in fixed income securities and a mix of equity securities with a majority emphasis on fixed income investments in order to preserve principal, provide liquidity and income and to seek modest growth.
Balanced	This combination of Divisions has Portfolios that generally invest in a mix of fixed income and equity securities in order to preserve principal and pursue sustained long-term growth without the volatility of high-risk investments.
Aggressive	This combination of Divisions has Portfolios that generally invest in a mix of equity securities and some fixed income securities in order to primarily pursue long-term growth while willing to accept the volatility associated with high-risk investments.
Very Aggressive	This combination of Divisions has Portfolios that invest in almost entirely in a variety of equity securities in order to achieve higher potential growth while assuming the risks and higher volatility associated with these securities.

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An Owner may only select a model which is currently available. Any investment allocations outside of an Owner’s original model must be made by the Owner, and will not be made by the Company. The Company does not provide investment advice regarding whether a model should be revised or whether it remains appropriate to invest in accordance with any particular model due to performance, a change in an Owner’s investment needs or for other reasons. If an Owner wishes to remove Portfolios from an Owner’s model and/or change allocations to a current model, the Owner may do so by notifying us in writing, contacting their Financial Representative or by calling Advanced Markets Operations at (866) 464-3800. There will be no automatic rebalancing to these models unless the Owner chooses the automatic rebalancing option. Please note that investment in a model does not eliminate the risk of loss and it does not protect against losses in a declining market. An Owner should contact their Financial Representative for more information about available allocation models (including the specific asset mixes of available models) and whether investment in a model is appropriate for them.

Available models may change from time to time. The Company reserves the right to modify, suspend, or terminate any asset allocation model at any time without affecting an Owner’s current allocation, except in limited circumstances involving a Substitution or the elimination of a Portfolio as an investment option under the Policy (see "Substitution of Portfolio Shares and Other Changes" below for more information regarding the substitution of a Portfolio). In that case, allocations in a Portfolio within a model (Original Portfolio) will be transferred to a different Portfolio if the Original Portfolio becomes no longer available (e.g., a substitution, merger, or liquidation), in which case the Company will send written notice in advance of such event. If an Owner is invested in a model that is no longer offered and initiates a change outside of the original model allocations, the Owner will not be able to select the original model (see “Transfers” above for more information about how to change portfolio allocations).

Please note that investment according to an allocation model may result in an increase in assets allocated to Portfolios managed by an investment adviser affiliated with the Company, and therefore a corresponding increase in Portfolio management fees collected by such adviser and may present a conflict of interest.

Surrenders and Withdrawals of Cash Value

Surrenders You may surrender your Policy for the Cash Value at any time while the Insured is alive and the Policy is in force. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with surrender instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. The Cash Value will change daily in response to the investment performance of the Divisions in which you are invested. Written requests for surrender will be effective when received in Good Order at the Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

We do not guarantee any minimum Cash Value. We may require you to return your Policy to our Home Office when you request a surrender of the Policy. We will pay surrender proceeds in a lump sum or under an Income Plan option you select. (See “Income Plans”). A surrender charge will apply in the first ten Policy Years (see "Charges and Expenses-Surrender Charge") and surrendering your Policy may have tax consequences. (See “Tax Considerations”).

Withdrawals You may make a withdrawal of Cash Value. A withdrawal may not reduce the loan value to less than any Policy Debt outstanding. The loan value is 90% of the sum of the Cash Value and any existing Policy Debt on the date of the loan. The withdrawal amount may not reduce the Specified Amount to less than the minimum amount we would issue at the time of withdrawal. Following a withdrawal the remaining Cash Value must be at least three times the current monthly charges for the cost of insurance and other expenses. The minimum amount for withdrawals is $250. We permit up to four withdrawals in a Policy Year. An administrative charge of up to $25 may apply, but we are currently waiving this charge.

Written requests for withdrawals will be effective when received in Good Order at the Home Office. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with withdrawal instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

A withdrawal of Cash Value decreases the Death Benefit, and may also decrease the Specified Amount. The decrease depends on the Death Benefit option and the size of any prior increases in Death Benefit required to meet the definitional requirements for life insurance for federal income tax purposes. In some situations the Death Benefit will decrease by more than the amount of the withdrawal.

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We will take the amount withdrawn from Cash Value from the Divisions in proportion to the amounts in the Divisions. The Policy makes no provision for repayment of amounts withdrawn. A withdrawal of Cash Value may have important tax consequences. (See “Tax Considerations”).

Policy Loans

Described below are certain terms and conditions that apply when you borrow amounts under the Policy. Policy loans are secured by your Policy Value. For information on the tax treatment of loans, see “Tax Considerations” and consult with your tax advisor.

You may borrow from the Company an amount that, when added to existing Policy Debt, is not more than the loan value. The loan value is 90% of the sum of the Cash Value and any existing Policy Debt on the date of the loan. If a Policy loan is already outstanding, the maximum amount for any new loan is reduced by the amount already borrowed. We normally pay the loan proceeds within seven days after we receive a proper loan request at our Home Office. We may postpone payments of loans under certain conditions described in the “Deferral of Determination and Payment” section of this prospectus. There is a charge for the expenses and taxes associated with Policy Debt. (See “Charges and Expenses—Charges Against the Policy Value”).

Loan requests can be made in writing (including via facsimile or, under limited circumstances, by email). Eligible Owners may also submit loan requests by calling Advanced Markets Operations at 1-866-464-3800. Where allowable by applicable law, a Policy Owner’s Financial Representative may provide us with policy loan instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. They will be processed based on the date and time they are received in the Home Office. Requests will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements. Based on our administrative procedures, you may have the option of receiving funds via wire transfer or priority mail, and we may charge a fee for this service to cover our administrative costs.

Interest on a Policy loan accrues on a daily basis at an annual effective, fixed rate of 5%. Interest is due and payable on each Policy Anniversary. We add unpaid interest to the amount of the loan at an annual effective, fixed rate of interest of 5%. If, on any Monthly Processing Date, the amount of the loan plus surrender charge plus the the monthly charges for the cost of insurance and other expenses exceeds the Policy Value, the Policy will enter the grace period. (See “Termination and Reinstatement”). We will send you a notice at least 61 days before the termination date. The notice will show how much you must pay to keep the Policy in force.

We will take the amount of a Policy loan from the Divisions in proportion to the amounts in the Divisions. We will transfer the amounts withdrawn to our General Account and will credit them on a daily basis with your accrued loan interest (i.e., an annual earnings rate equal to the 5% Policy loan interest rate). A Policy loan, even if you repay it, will have a permanent effect on the Policy Value because the amounts borrowed will not participate in the Separate Account’s investment results while the loan is outstanding. The effect may be either favorable or unfavorable depending on whether the earnings rate credited to the loan amount is higher or lower than the investment performance of the unborrowed amounts left in the Divisions.

The Death Benefit will also be reduced by the amount of any Policy Debt outstanding. If you surrender or exchange the Policy or allow it to lapse while Policy Debt is outstanding, the amount of the loan, is extinguished by applying the Policy Value to repay it. Under the Internal Revenue Code, this transaction is a distribution from the life insurance policy. If the Policy Debt exceeds the investment in the contract, Northwestern Mutual is required to report the extinguishment to you and the IRS on an IRS Form 1099-R.

You may repay a Policy loan, and any accrued interest outstanding, in whole or in part, at any time during the lifetime of at least one of the Insured persons. If there is Policy Debt, payments received while the Insured is alive. If there is Policy Debt, payments at our Home Office will be treated as payments to reduce Policy Debt unless designated as Premium Payments. If we receive your payment before the close of trading on the NYSE, we will credit payments as of the date we receive them and will transfer those amounts from our General Account to the Divisions, in proportion to the premium allocation in effect, as of the same date. If we receive your payment on or after the close of trading on the NYSE, we will process the order using the value of the units in the Divisions determined at the close of the next regular trading session of the NYSE. Loan repayments are not subject to transaction fees. A Policy loan or unpaid interest may have important tax consequences. (See “Tax Considerations”).

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Termination and Reinstatement

If the Cash Value is less than the monthly charges for the cost of insurance and other expenses on any Monthly Processing Date, we allow a grace period of 61 days for a premium payment to keep the Policy in force. The grace period begins on the date we send you a notice. The notice will state the minimum amount of premium required to keep the Policy in force and the date by which you must pay the premium. The Policy will terminate with no value unless you pay the required amount before the grace period expires. Payments to keep the Policy in force received in Good Order at our Home Office before the close of trading (generally, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, payments are deemed to be received and effective on the next Valuation Date. If your payment is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your payment to our then-current requirements.

After a Policy has terminated, you may reinstate it within three years (or longer if required under state law) following the termination date, subject to our approval, and satisfaction of our current underwriting requirements. The Policy may not be reinstated if either of the Insureds died after the end of the grace period. To reinstate the Policy, you must make a payment equal to an amount that will cover all Monthly Policy Charges that were due and unpaid before the end of the grace period and three times the Monthly Policy Charges due on the effective date of the reinstatement. If we approve the Application for reinstatement, and the Application was received at our Home Office before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Monthly Processing Date, the effective date of the reinstated Policy will be that date. If the Application is not received on a Monthly Processing Date, or was received on or after the close of trading on the NYSE on a Monthly Processing Date, the reinstated Policy will be effective on the next Monthly Processing Date. Applications must be received in Good Order to be processed. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements. Any Policy Debt that was outstanding when the Policy terminated will be reinstated.

Upon reinstatement, your Policy Date will not change. Therefore, fees and charges that vary by Policy year will take into account the period of time your Policy was terminated. The Policy Value when a Policy is reinstated is equal to the premium paid, less Premium Expense Charges, plus any Policy Debt, less the sum of all monthly charges for the cost of insurance and other expenses that were due and unpaid before the end of the grace period, less the monthly charges due on the effective date of the reinstatement. Please note that premium paid upon reinstatement will not include any interest from the date of the lapse. We will allocate the Policy Value, less any Policy Debt, among the Divisions based on the allocations for premiums currently in effect.

If a surrender charge was assessed at the time of termination, the Policy Value when a Policy is reinstated will include a credit for such surrender charge. The same surrender charge schedule in your Policy will apply upon reinstatement.

A reinstatement may have important tax consequences. If you contemplate any such transaction you should consult a qualified tax adviser.

COVID-19  Please note that the state in which your Policy was issued or delivered may require or provide for a longer Policy grace period, allow for the deferral of premium payments, provide for greater allowances to exercise certain contractual rights or benefits, or impose restrictions against Policy lapse or termination in recognition of financial hardships posed by the COVID-19 crisis, and the Company may offer additional accommodations beyond minimum state requirements as appropriate. Additional extensions of your Policy's grace period, deferrals of premium payments, greater allowances to exercise certain contractual rights and/or restrictions on Policy lapse may apply in the future but are not guaranteed. Please contact the Company at (866) 464-3800 for further information.

Other Policy Transactions

Transfer Between Divisions Subject to the short-term and excessive trading limitations described below, you may transfer accumulated amounts from one Division to another so long as you are invested in no more than 30 Divisions at a time. Transfer requests will be effective on the Valuation Date on or next following the date we receive your request in Good Order at our Home Office. Requests received before the close of trading (typically, 4:00 p.m. Eastern Time) on the NYSE on a Valuation Date are deemed to be received and effective on that Valuation Date. If received on or after the close of trading on a Valuation Date, or a day other than a Valuation Date, requests are deemed to be received and effective on the next Valuation Date. If your request is not in Good Order, either we or your Financial Representative may notify you in writing, by telephone or by email in an effort to conform your request to our then-current requirements.

In order to take full advantage of these features, you should carefully consider, on a continuing basis, which investment options are best suited to your long-term investment needs. Although no fee is currently charged, we reserve the right where allowed by state law to charge a transfer fee of $25. We would deduct this charge from each Division in proportion to the amounts in each Division after the transfer. See “Charges and Expenses” for more information. In addition, certain Portfolios in which the

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Divisions invest may impose redemption fees. These fees are described in the Portfolios’ prospectuses. Where allowed by state law, the Company reserves the right to impose a minimum and/or maximum size on transfer amounts. Transfer Requests must be in amounts greater than or equal to 1% of Invested Assets or the request will not be processed. Your Financial Representative may provide us with instructions on your behalf involving the transfer of accumulated amounts among available Divisions, subject to our rules and requirements, including the restrictions on short-term and excessive trading discussed below.

You may request transfers in writing (including via facsimile or, under limited circumstances, by email) or by calling (866) 464-3800. You may also submit transfer instructions via the Internet at www.northwesternmutual.com in accordance with our then-current Internet procedures provided you have properly authorized us to accept Electronic Instructions in advance of your request. For more information see “Owner Inquiries.” Please note that we are not required to accept Electronic Instructions and we will not be responsible for losses resulting from transactions based on unauthorized Electronic Instructions, provided we follow procedures reasonably designed to verify the authenticity of Electronic Instructions. We reserve the right to limit, modify, suspend or terminate the ability to make transfers via Electronic Instructions.

Short-Term and Excessive Trading Short-term and excessive trading (sometimes referred to as “market timing”) may present risks to a Portfolio’s long-term investors, such as Owners and other persons who may have material rights under the Policy (e.g., beneficiaries), because it can, among other things, disrupt Portfolio investment strategies, increase Portfolio transaction and administrative costs, require higher than normal levels of cash reserves to fund unusually large or unexpected redemptions, and adversely affect investment performance. These risks may be greater for Portfolios that invest in securities that may be more vulnerable to arbitrage trading including foreign securities and thinly traded securities, such as small cap stocks and non-investment grade bonds. These types of trading activities also may dilute the value of long-term investors’ interests in a Portfolio if it calculates its net asset value using closing prices that are no longer accurate. Accordingly, we discourage market timing activities.

To deter short-term and excessive trading, we have adopted and implemented policies and procedures which are designed to control abusive trading practices. We seek to apply these policies and procedures uniformly to all Owners. Any exceptions must be either expressly permitted by our policies and procedures or subject to an approval process described in them. We may also be prevented from uniformly applying these policies and procedures under applicable state or federal law or regulation. Because exceptions are permitted, it is possible that investors may be treated differently and, as a result, some may be allowed to engage in trading activity that might be viewed as market timing.

Among the steps we have taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions, including the prohibition of more than twelve transfers among Divisions under a single Policy during a Policy Year. Multiple transfers with the same effective date made by the same Owner will be counted as a single transfer for purposes of applying the twelve transfer limitation. Further, a Policy Owner who is identified as having made a transfer in and out of the same Division, excluding the Government Money Market Division, (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers if a total of three round trips are made within that same Policy Year or two round trip transfers are made within any subsequent year. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. An Owner who is identified as having made one round trip transfer within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a Division, excluding the Government Money Market Division and the Divisions corresponding to the Portfolios of the Russell Investment Funds LifePoints® Variable Target Portfolio Series, will be restricted from making additional transfers if a total of two round trips are made within that same Policy Year or one round trip transfer is made within any subsequent year. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. Unless we believe your trading behavior to be inconsistent with these short-term and excessive trading policies, these limitations will not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, initial allocations or changes in future allocations, to the extent these features are available under your Policy. Once a Policy is restricted, we will allow one additional transfer into the Government Money Market Division until the next Policy Anniversary. Additionally, in accordance with our procedures, we may modify some of these limitations to allow for transfers that would not count against the total transfer limit but only as necessary to alleviate any potential hardships to Owners (e.g., in situations involving a substitution of an underlying fund).

Policies such as this (or other Policies supported by the Separate Account) may be purchased by a corporation or other entity as a means to informally fund the liabilities created by the entity’s employee benefit or similar plan. These Policies may be aggregately managed to match liabilities under such plans. Policies sold under these circumstances may be subject to special transfer restrictions. Namely, transactions involving portfolio rebalancing programs may be exempt from the twelve transfers per Policy year limitation where: (1) the purpose of the portfolio rebalancing program is to match the Policy to the entity’s employee benefit or similar plan; (2) the portfolio rebalancing program adequately protects against short-term or excessive trading; and (3) the portfolio rebalancing program is managed by a third party administrator that meets our requirements. We reserve the right to monitor or limit transactions involving portfolio rebalancing programs where we believe such transactions may be potentially harmful to a Portfolio.

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We may change these policies and procedures from time to time in our sole discretion without notice; provided, however, Owners will be given advance, written notice if the policies and procedures are revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies may be different from our policies and procedures, and may be more or less restrictive. As the Funds may accept purchase payments from other investors, including other insurance company separate accounts on behalf of their variable product customers and retirement plans, we cannot guarantee that the Funds will not be harmed by any abusive market timing activity relating to the retirement plans and/or other insurance companies that may invest in the Funds. The Funds’ policies and procedures may provide for the imposition of a redemption fee and may require us to provide transaction information to the Fund (including an Owner’s tax identification number) and to restrict or prohibit transfers and other transactions that involve the purchase of shares of a Portfolio. In the event a Fund instructs us to restrict or prohibit transfers or other transactions involving shares of a Portfolio, you may not be able to make additional purchases in a Division until the restriction or prohibition ends. If you submit a request that includes a purchase or transfer into such a restricted Division, we will consider the request “not in Good Order” and it will not be processed. You may, however, submit a new transfer request.

If we believe your trading activity is in violation of, or inconsistent with, our policies and procedures or otherwise is potentially disruptive to the interests of other investors, you may be asked to stop such activities and future investments, and allocations or transfers by you may be rejected without prior notice. Because we retain discretion to determine what action is appropriate in a given situation, investors may be treated differently and some may be allowed to engage in activities that might be viewed as market timing.

We intend to monitor events and the effectiveness of our policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. However, we may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on our ability to impose restrictions on the trading practices of Owners.

Substitution of Portfolio Shares and Other Changes If, in our judgment, one or more Portfolios become unsuitable for continued use with the Policy because of a change in investment objectives or restrictions, for each such Portfolio we may substitute shares of another Portfolio or another mutual fund. We may also substitute a class of shares of an existing Portfolio for a different class of the same Portfolio if allowable under applicable law. Any substitution of shares will be subject to any required approval of the SEC, the Wisconsin Commissioner of Insurance or other regulatory authority. We have also reserved the right, subject to applicable federal and state law, to operate the Separate Account or any of its Divisions as a management company under the 1940 Act, or in any other form permitted, or to terminate registration of the Separate Account if registration is no longer required, and to change the provisions of the Policies to comply with any applicable laws.

Charges and Expenses

Premium Expense Charges We deduct a charge from each premium for state premium taxes (Premium Tax Charge) and a portion of our federal corporate income taxes attributable to policy acquisition expenses. Premium taxes vary from state to state and currently range from 0.0% to 3.6% of life insurance premiums. Some jurisdictions within a state may charge an additional premium tax in certain circumstances. Currently, we charge 2.00% regardless of the state (or other jurisdiction) in which you live. We reserve the right to deduct a higher or lower amount or percentage from Premium Payments in the future to cover theses taxes. The amount deducted may be more or less than the total percentage charged by your state (and/or other jurisdiction) of residence.

Due to a 1990 federal tax law change under the Omnibus Budget Reconciliation Act of 1990, as amended (“OBRA”), insurance companies are generally required to capitalize and amortize certain acquisition expenses rather than currently deducting such expenses. Due to this capitalization and amortization, the corporate income tax burden on insurance companies has been affected. We currently make a charge against each Premium Payment to compensate us for the additional corporate tax burden. Your current charge is 0.80% of each Premium Payment. We believe that this charge does not exceed a reasonable estimate of an increase in our federal income taxes resulting from a change in the Internal Revenue Code relating to deferred acquisition costs. The Premium Tax Charge and the Federal Deferred Acquisition Cost Charge may each vary in amount.

We deduct a sales load from each premium. We expect to recover our expenses of selling and advertising (“distribution expenses”) from this amount. The charge is 6.4% of the premiums up to the Target Premium paid for the first ten Policy Years, and 2.4% of all other premiums. The amounts we deduct for costs in a Policy Year are not specifically related to distribution expenses incurred in that year. To the extent that distribution expenses exceed the amounts deducted, we will pay the expenses from our other assets. These assets may include, among other things, any gain realized from the monthly charge against the Policy Value for the mortality and expense risks we have assumed, as described below. To the extent that the amounts deducted for distribution expenses exceed the amounts needed, we will realize a gain.

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Charges Against the Policy Value We deduct a Monthly Policy Charge from the Policy Value on each Monthly Processing Date. (See “Policy Value”). The Monthly Policy Charge includes (1) the Cost of Insurance Charge, (2) the Mortality and Expense Risk Charge—Invested Assets Component, (3) the Mortality and Expense Risk Charge—Specified Amount Component, (4) the Administrative Charge, (5) the Underwriting and Issue Charge, (6) the Deferred Sales Charge and (7) the charge for the expenses and taxes associated with any Policy Debt. These seven components of the Monthly Policy Charge are described in the following seven paragraphs.

As part of the Monthly Policy Charge, we deduct the Cost of Insurance Charge from the Policy Value on each Monthly Processing Date. We determine the amount by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is the difference between the Death Benefit and the Policy Value. The net amount at risk will be affected by investment performance, the amount and timing of premiums, and the charges and expenses for the Policy. The cost of insurance rate reflects the Policy Date, Policy Year, and factors including but not limited to the Issue Age, sex and underwriting classification of the Insured persons. All things being equal, higher Issue Ages and/or worse underwriting classifications will result in higher cost of insurance rates, and men will pay higher rates than women. In addition, cost of insurance rates will generally increase each Policy Year. The maximum cost of insurance rates are included in the Policy. The Cost of Insurance Charge covers the cost of mortality and some expenses. We may realize gain from this charge to the extent the charge exceeds our costs attributable to the charge, in which case the gain may be used for any Company purpose.

As part of the Monthly Policy Charge, we also deduct from the Policy Value the Mortality and Expense Risk Charge-Invested Assets Component. The maximum amount of the Invested Assets component is equal to an annual rate of 0.90% (0.075% monthly rate) of the Policy Value, less any Policy Debt. The current charge is 0.12% (0.01% monthly rate) of the Policy Value, less any policy Debt. The mortality risk is the risk that Insureds may not live as long as we estimated. The expense risk includes the risk that expenses of issuing and administering the Policies may exceed the estimated costs, including other costs such as those related to marketing and distribution. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies, in which case the gain may be used for any Company purpose.

As part of the Monthly Policy Charge, we deduct from the Policy Value the Mortality and Expense Risk Charge—Specified Amount Component. The Specified Amount component is based on the initial Specified Amount and the Issue Ages of the Insured persons, and applies only during the first 10 Policy Years. The range on a monthly basis is from $0.003 per $1,000 of initial Specified Amount if both Insured persons are Issue Age 25 or younger, up to $0.14 (monthly) per $1,000 of initial Specified Amount if both Insured persons are issue age 72 or older. A table of rates and an example are included in Appendix B. The mortality risk is the risk that the Insureds may not live as long as we estimated. The expense risk includes the risk that expenses of issuing and administering the Policies may exceed the estimated costs, including other costs such as those related to marketing and distribution. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies, in which case the gain may be used for any Company purpose.

As part of the Monthly Policy Charge, we deduct the Administrative Charge of not more than $8 monthly. This charge is currently $8 monthly. This charge is for administrative expenses, including costs of premium collection, processing claims, keeping records and communicating with Owners. We do not expect to profit from this charge.

As part of the Monthly Policy Charge, we deduct the Underwriting and Issue Charge based on the initial Specified Amount and the underwriting classification of the Insureds on the Date of Issue. This charge applies only during the first 10 Policy Years. The range is from $0.02 to $0.04 (monthly) per $1,000 of initial Specified Amount, with a maximum monthly charge of $75 to $175.

As part of the Monthly Policy Charge, we deduct the Deferred Sales Charge. This charge for sales expenses is deducted only during the first ten Policy Years. The charge is 7.5% (0.625% monthly rate) of cumulative premiums paid during the first Policy Year (up to the Target Premium). The charge applied during Policy Years 2-10 is equal to 0.625% per month times the cumulative premium paid in the first Policy Year (up to the Target Premium). This charge is for sales expenses.

As part of the Monthly Policy Charge, we deduct a charge for the expenses and taxes associated with the Policy Debt, if any. The aggregate charge when the younger Insured is (or would be if alive) Attained Age 99 and below, the current annual rate is 0.95% (0.07917% monthly rate) of the Policy Debt for the first 10 Policy Years and 0.40% (0.03333% monthly rate) thereafter. The aggregate charge when the younger Insured is (or would be, if alive) Attained Age 100 and above is at the current annual rate of 0.00% annually of the Policy Debt.

The Policy provides for transaction fees to be deducted from the Policy Value on the dates on which transactions take place. These charges are $25 per change for more than one change in the Specified Amount in a Policy Year, $25 per withdrawal, and $25 per transfer of assets among the Divisions if more than twelve transfers take place in a Policy Year. The fee for a change in the Death Benefit option is $250. Currently we are waiving all of these fees.

You may have the option of receiving funds via wire transfer or priority mail. Currently, a fee of $25 is charged for wire transfers (up to $50 for international transfers) and a $15 fee (up to $45 for next day, a.m. delivery) for priority mail. These fees are to cover our administrative costs or other expenses. We may discontinue the availability of these options at any time, with or without notice.

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We will apportion deductions from the Policy Value among the Divisions in proportion to the amounts invested in the Divisions. For policies with the Monthly Charges From One Division Amendment, the Owner may elect in writing to have the Monthly Policy Charge deducted from one Division. We reserve the right to determine which Divisions to make available for this election. Currently, the Government Money Market Division is available for this election. If the amount in the specified Division is not sufficient to pay these charges, the remainder of these charges is deducted from each Division in proportion to the amounts invested in the Divisions.

All charges in this section expressed in dollars have been rounded to the nearest dollar, where appropriate, and all amounts that would round to zero have been rounded to the nearest penny or less, as necessary.

Surrender Charge A surrender charge will be deducted from the Policy proceeds during the first ten Policy Years if the Policy is surrendered. The surrender charge during the first Policy Year is 50% of the Premium Payments paid up to the Target Premium. Beginning with the second Policy Year, the surrender charge decreases by a consistent dollar amount month by month to zero at the end of the tenth Policy Year. The Target Premium, and therefore the maximum surrender charge, depends on factors including but not limited to the Issue Age, sex and underwriting classification of the Insured persons. For example, for a male and female, both in the best underwriting classification and both Issue Age 55, the maximum surrender charge, where the Target Premium or more is paid and the Policy is surrendered during the first Policy Year, would be $9.29 per $1,000 of initial Specified Amount. The surrender charge will never exceed $50 per $1,000 of initial Specified Amount for any Issue Age, sex and underwriting classification combination. No surrender charge applies to a withdrawal of Cash Value.

Expenses of the Portfolios The investment performance of each Division reflects all expenses borne by the corresponding Portfolio. For certain Portfolios, certain expenses may have been reimbursed or fees may have been waived during 2023 in addition to any contractual fee waiver or reimbursements. It is anticipated that these voluntary expense reimbursement and fee waiver arrangements would continue past the current year, although certain arrangements may be terminated at any time. After taking into account these arrangements, as well as any contractual fee waiver or expense reimbursement arrangements, Annual Portfolio Operating Expenses would have ranged from a minimum of 0.20% to a maximum of 2.16%. (See “Fee and Expense Tables—Annual Portfolio Operating Expenses” and Appendix A).

Commissions Paid to Financial Representatives  The maximum commission payable to the registered representative who sold the Policy is 40% of Premium Payments up to the Target Premium and 2.75% of Premium Payments in excess of that amount during the first Policy Year; 6% of Premium Payments up to the Target Premium and 2.75% of Premium Payments in excess of that amount paid in Policy Years 2-10; and 2.75% of Premium Payments thereafter. In addition, a commission of 0.10% of Policy Value less any Policy Debt is paid at the end of Policy Years 6 and later. Registered representatives may receive less than the maximum commission or no commission in certain circumstances according to pre-established guidelines. We may also pay new registered representatives differently during a training period. The entire amount of sales commissions paid to registered representatives is passed through Northwestern Mutual Investment Services, LLC (“NMIS”), our wholly-owned company, to the registered representative who sold the Policy and to his or her managers. The Company pays compensation and bonuses for the management team of NMIS, and other expenses of distributing the Policies.

Modifying the Policy

Any Policy change that you request is subject to our then current insurability and processing requirements. Processing requirements may include, for example, completion of certain forms and satisfying certain evidentiary requirements.

If the Policy is changed or modified, we may make appropriate endorsements to the Policy, and we may require you to send your Policy to our Home Office for endorsement. Any modification or waiver of our rights or requirements under the Policy must be in writing and signed by an officer of the Company. No agent or other person may bind us by waiving or changing any provision contained in the Policy.

Upon notice to you, we may modify the Policy:

•

to conform the Policy, our operations, or the Separate Account’s operations to the requirements of any law (including any regulation issued by a government agency) to which the Policy, the Company, or the Separate Account is subject;

•

to ensure continued qualification of the Policy as a life insurance contract under the federal tax laws; or

•

to reflect a change in the Separate Account’s operation.

Other Policy Provisions

Owner The Owner is identified in the Policy. The Owner may exercise all rights under the Policy while at least one of the Insured persons is living. Ownership may be transferred to another. We must receive a written proof of the transfer at our Home Office. “You” in this prospectus means the Owner or prospective purchaser of a Policy. Generally, only Owners are entitled to important information about the Policy. Other persons, such as beneficiaries or payors, are entitled to only limited information.

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Beneficiary The beneficiary is the person to whom the Death Benefit is payable. The beneficiary is named in the Application. You may change the beneficiary in accordance with the Policy provisions.

Incontestability We will not contest a Policy after it has been in force during the lifetime of at least one Insured for two years from the Date of Issue or two years from the effective date of a reinstatement. We will not contest an increase in the amount of insurance that was subject to insurability requirements after the increased amount has been in force during the lifetime of at least one Insured for two years from the date of issuance of the increase. After the two year period, to the extent permitted by state law we may rescind the Policy if the application contains a fraudulent misstatement.

Suicide If either Insured dies by suicide within one year from the Date of Issue, the Policy will terminate and the amount payable under the Policy will be limited to the premiums paid, less the amount of any Policy Debt and withdrawals. If either Insured dies by suicide within one year of the date of an increase in the amount of insurance, which was subject to insurability requirements, the amount payable with respect to the increase will be limited to the Monthly Policy Charges attributable to the increase.

Misstatement of Age or Sex If the age or sex of either of the Insureds has been misstated, the Death Benefit and Policy Value will be modified by recalculating all Monthly Policy Charges based on the correct age and sex of both Insured persons.

Collateral Assignment You may assign a Policy as collateral security. We are not responsible for the validity or effect of a collateral assignment and will not be deemed to know of an assignment before receipt of the assignment in writing at our Home Office.

Deferral of Determination and Payment We will ordinarily pay Policy benefits within seven days after we receive all required documents at our Home Office. However, we may defer determination and payment of benefits during any period when it is not reasonably practicable to value securities because the NYSE is closed, or the SEC, by order, either has determined that an emergency exists or permits deferral of the determination and payment of benefits for the protection of Owners. If, under SEC rules, the Government Money Market Portfolio suspends payments of redemption proceeds in connection with a liquidation of the Portfolio, we will delay payment of any transfer, partial surrender, surrender, death benefit from the Government Money Market Division until the Portfolio is liquidated.

If you have submitted a check or draft to our Home Office, we have the right to defer payment of surrender, withdrawal, Death Benefit or loan proceeds or Income Plan benefits until the check or draft has been honored.

If mandated under applicable law, we may be required to block an Owner’s account and thereby refuse to pay any requests for transfer, withdrawal, surrender, loans, or Death Benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about an Owner and an Owner’s account to government regulators.

Dividends This Policy is eligible to share in the divisible surplus, if any, of the Company. Each year we determine, in our sole discretion, the amount and appropriate allocation of divisible surplus. Divisible surplus allocated to your Policy is referred to as a “dividend.” The Policy’s share, if any, will be credited as an annual dividend on the Policy Anniversary.

There is no guaranteed method or formula for the determination or allocation of divisible surplus. The Company’s approach is subject to change. There is no guarantee of divisible surplus. Even if there is a divisible surplus, the payment of a dividend on the Policy is not guaranteed. It is not expected that any dividends will be payable on the Policy.

We will credit annual dividends, if any, in cash or you may use them to increase the Policy Value. If you do not provide direction as to the use of dividends, we will use them to increase the Policy Value. Dividends used to increase the Policy Value will be allocated of Net Premiums then in effect.

Voting Rights

As long as the Separate Account continues to be registered as a unit investment trust under the 1940 Act, and as long as Separate Account assets of a particular Division are invested in shares of a given Portfolio, we will vote the shares of that Portfolio held in the Separate Account in accordance with instructions we receive from Owners. Periodic reports relating to the Portfolios, proxy material and a form on which one can give instructions with respect to the proportion of shares of the Portfolio held in the Separate Account corresponding to the Owner’s Policy Value, will be made available to the Owner(s). We will vote shares for which no instructions have been received in the same proportion as the shares for which instructions have been received from Owners. The effect of such proportional voting is that a small number of Owners may control the outcome of a particular vote.

We may, if required by state insurance regulations, disregard voting instructions which would require shares to be voted for a change in the sub-classification or investment objectives of a Portfolio, or to approve or disapprove an investment advisory agreement for a Portfolio. We may also disregard voting instructions that would require changes in the investment policy or

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investment adviser for a Portfolio, provided that we reasonably determine to take this action in accordance with applicable federal law. If we disregard voting instructions, we will include a summary of the action and reasons therefore in the next annual report to Policy Owners.

Reports and Financial Statements

At least once each Policy Year you will receive a statement showing the Death Benefit, Cash Value, Policy Value and any Policy loan, including loan interest. We will also send you a confirmation statement when you transfer among Divisions, make a withdrawal, take a Policy loan, or surrender the Policy. These statements will show your apportioned amounts among the Divisions.

Semi-annually, we will send you reports containing financial information, performance information and schedules of investments for the Portfolios underlying the Divisions to which your Invested Assets are allocated. We may also provide you with a notice informing you where you may obtain these reports in lieu of sending you these reports in paper. Because each Division invests exclusively in the shares of an underlying Portfolio, the performance information for a Division and its corresponding Portfolio will generally be the same except that if the Policy level charges were reflected in this performance information, the results would be lower. Current historical performance information, updated on a monthly and quarterly basis, is available at www.northwesternmutual.com/prospectuses-performance-and-reports. The financial statements of the Company and the Separate Account appear in the Statement of Additional Information. To receive a copy of the Annual Report, Semi-Annual Report and/or Statement of Additional Information (containing such financial statements), call (866) 464-3800. Certain reports and other information can be obtained on our website at www.nmprospectus.com.

Householding

To reduce costs, we may send only a single copy of the same disclosure document(s) (such as prospectuses, prospectus supplements, reports, announcements, proxy statements, notices, and information statements) to each consenting household (rather than sending copies to each Owner residing in a household). If you are or become a member of such a household, you can revoke your consent to “householding” at any time, and can begin receiving your own copy of such disclosure documents by calling (866) 464-3800.

Abandoned Property Requirements

Every state has unclaimed property laws which generally declare insurance contracts/policies to be abandoned after a period of inactivity of three to five years from the contract’s/policy’s maturity date, the date the death benefit is due and payable, or in some states, the date the insurer learns of the death of the insured. For example, if the payment of the death benefit has been triggered, but, if after a thorough search, we are still unable to locate the beneficiary, or if the beneficiary does not come forward to claim the death benefit proceeds in a timely manner, the death benefit proceeds will be paid to the abandoned property division or unclaimed property office of the state in which the beneficiary or you last resided, as shown on our books and records, or to our state of domicile. This “escheatment” is revocable, however, and the state is obligated to pay the death benefit proceeds (without interest) if your beneficiary steps forward to claim them with the proper documentation. To prevent such escheatment, it is important that you update your beneficiary designations, including addresses, if and as they change. Please contact your Financial Representative or call (866) 464-3800 for assistance in making such changes.

Legal Proceedings

Northwestern Mutual, like other life insurance companies, is generally involved in litigation at any given time. Although the outcome of any litigation cannot be predicted with certainty, we believe that, as of the date of this Prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the ability of Northwestern Mutual to meet its obligations under the Policy, on the Separate Account, or on Northwestern Mutual Investment Services, LLC, the principal underwriter for the Separate Account, and its ability to perform its duties as underwriter for the Separate Account.

Speculative Investing

This Policy, or any of its riders, should not be used for any type of speculative collective investment scheme (including, for example, arbitrage). Your Policy is not intended to be traded on any stock exchange or secondary market, and attempts to engage in such trading may violate state and/or federal law.

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Owner Inquiries

With your ID and password, you can visit our website www.northwesternmutual.com to access performance information, forms for routine service, and daily Policy and unit values for Policies you own. Eligible Owners may also set up certain electronic payments, transfer accumulated amounts among Divisions and change the allocation of future contributions online, subject to our administrative procedures. For enrollment information, please visit our website www.northwesternmutual.com. Please note that electronic devices may not always be available. Any electronic device, whether it is yours, your service provider’s, your agent’s or ours, can experience outages or slowdowns for a variety of reasons, which may delay or prevent our processing of your request or payment.

Although we have taken precautions to limit these problems, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your request or payment in writing at our Home Office. Electronic requests or payments are deemed to be received by us upon receipt at the electronic location designated by us in our procedures. If you have questions about making a surrender, please call your Financial Representative or Advanced Markets Operations at 1-866-464-3800 between 7:30 a.m. and 5:00 p.m. Central Time Monday-Friday. To file a claim, please call your Financial Representative or Life Benefits at 1-800-635-8855.

Illustrations

Your Northwestern Mutual Financial Representative will provide you an illustration for your Policy upon your request. The illustrations show how the Death Benefit and Cash Value for a Policy would vary based on hypothetical investment results. The illustrations will be based on the information you give us about the Insured persons and will reflect such factors as the Specified Amount, Death Benefit option and Premium Payments that you select. These should be based upon realistic expectations given your own individual situation.

Illustrations for variable life insurance policies do not project or predict investment results. The illustrated values assume that non-guaranteed elements such as Policy charges and level investment returns will not change. Given the volatility of the securities markets over time, the illustrated scenario is unlikely to occur and the Policy’s actual Cash Value, Death Benefit, and certain expenses (which will vary with the investment performance of the Portfolios) will be more or less than those illustrated. In addition, the actual timing and amounts of payments, deductions, expenses and any values removed from the Policy will also impact product performance. Due to these variations, even a Portfolio that averaged the same return as illustrated will produce values which will be more or less than those which were illustrated.

Tax Considerations

General The following discussion provides a general description of federal tax considerations relating to the Policy. The discussion is based on current provisions of the Internal Revenue Code (“Code”) as currently interpreted by the Treasury Department and the Internal Revenue Service (“IRS”). The discussion is not exhaustive, it does not address the likelihood of future changes in federal tax law or interpretations thereof, and it does not address state or local tax considerations, which may be significant in the purchase and ownership of a Policy.

Depending on the circumstances, the exchange of a Policy, a Policy loan (including the addition of unpaid loan interest to a Policy loan), or a change in ownership or an assignment of the Policy, or an interest in the Policy, may have federal income tax consequences. In addition, federal, state and local transfer, estate, inheritance, and other tax consequences of Policy ownership, premium payments and receipt of Policy proceeds depend on the circumstances of each Owner or beneficiary. If you contemplate any such transaction you should consult a qualified tax adviser.

This tax discussion is intended to describe the tax consequences associated with your Policy. It does not constitute legal or tax advice, and is not intended to be used and cannot be used to avoid any penalties that may be imposed on a taxpayer. Taxpayers should seek advice based on their particular circumstances from an independent tax advisor.

There is no additional tax benefit if the Policy is purchased through a tax-qualified plan. Withdrawals will generally be subject to tax penalties.

Life Insurance Qualification Section 7702 of the Code defines life insurance for federal income tax purposes. Under Section 7702, a Policy will generally be treated as life insurance for federal tax purposes if at all times it meets either a guideline premium test or a cash value accumulation test. We have designed your Policy to comply with only the cash value accumulation test. We may take any action that may be necessary for the Policy to qualify as life insurance for tax purposes.

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The definitional tests under the Code are based on the Commissioner’s Standard Ordinary (CSO) mortality tables in effect when the Policies were issued. For Policies issued or materially changed after 2019, the tests must be based on the 2017 CSO mortality tables. Because Policies issued based on the 1980 CSO or 2001 CSO mortality tables may not satisfy the definitional tests using the 2017 CSO mortality tables, certain changes to those Policies will not be permitted (as defined by IRS Notices 2016-63.) Special safe harbor calculation rules apply to life insurance after the Insured attains age 100. See IRS Rev. Proc. 2018-20.

As provided by Section 817(h) of the Code, the Secretary of the Treasury has set standards for diversification of the investments underlying variable life insurance policies. Failure to meet the diversification requirements would disqualify your Policy as life insurance for purposes of Section 7702 of the Code. We believe that your Policy complies with the provisions of Sections 7702 and 817(h) of the Code, but the application of these rules is not entirely clear. We may make changes to your Policy if necessary for the Policy to qualify as life insurance for tax purposes.

IRS Rev. Ruls. 2003-91 and 2003-92 provide guidance on when an Owner’s control of Separate Account assets will cause the Owner, and not the life insurance company, to be treated as the owner of those assets. Important indicators of investor control are the ability of the Owner to select the investment advisor, the investment strategy or the particular investments of the Separate Account. If the Owner of a Policy were treated as the owner of the assets held in the Separate Account, the income and gains related to those assets would be included in the Owner’s gross income for federal income tax purposes. We believe that we own the assets of the Separate Account under current federal income tax law. We reserve the right to make modifications to the Policy, as necessary and appropriate under applicable law and the terms of the Policy, to prevent an Owner from being treated as the Owner of the Separate Account assets supporting the Policy.

Tax Treatment of Life Insurance While your Policy is in force, increases in the Policy Value due to investment experience are not subject to federal income tax until there is a distribution as defined by the Code. The Death Benefit received by a beneficiary will generally not be subject to federal income tax.

So long as your Policy is not classified as a MEC (see “Modified Endowment Contract”), the proceeds from a surrender or withdrawal will generally be taxable only to the extent that the proceeds exceed the Investment in the Contract, which is defined by Code §72(e)(6) and sometimes called the (“Cost Basis”) of the Policy. The Cost Basis of the Policy is generally equal to the premiums and other consideration paid for the contract less any amounts previously received as tax-free distributions. Dividends paid in cash, if any, are generally taxed as withdrawals with a resulting reduction in Cost Basis. However, dividends used to increase Policy Value are generally not taxable. In certain circumstances, a withdrawal of Policy Value during the first 15 Policy Years may be taxable to the extent that the Policy Value exceeds the Cost Basis of the Policy. This means that the amount withdrawn may be taxable even if that amount is less than the Cost Basis of the Policy.

Unless the Policy is a MEC, a loan received under your Policy will not be treated as a distribution subject to current federal income tax. If the Policy remains in force until the death of the Insured or, in the case of joint life insurance, the second death, the Policy Debt will be repaid from the Death Benefit. However, if the Policy terminates by any method other than death, the Policy Debt will be repaid from the Policy Value of the Policy, and the total Policy Value, including the total amount of the Policy Debt, will be taxable to the extent it exceeds the Cost Basis of the Policy. If the extended term insurance nonforfeiture option is available in your Policy, and it lapses to extended term insurance, the Policy Debt will be repaid from Policy Value of the Policy and the Policy Debt repayment will be treated as income and taxable to the extent it exceeds Policy’s Cost Basis.

Caution must be used when taking cash out of a Policy through Policy loans. If interest is not paid annually, it is added to the principal amount and the total Policy Debt will continue to increase for as long as the loan is maintained on the Policy. In extreme situations, Owners can face what is called the “surrender squeeze.” The surrender squeeze occurs if the Policy Debt becomes too large when compared to the unborrowed Policy Value remaining in the Policy, thereby causing the Policy to lapse. (See the “Policy Loans” section for more details). As described above, if your Policy lapses with outstanding Policy Debt, you will have an income tax liability to the extent the Policy Debt exceeds the Policy Cost Basis. This means that you may have to pay income tax for a year in which you did not receive any cash from the Policy.

Interest paid by individual Owners of a Policy will ordinarily not be deductible. You should consult a qualified tax advisor as to the deductibility of interest paid, or accrued, by business Owners of a Policy. (See “Business-Owned Life Insurance”).

Subject to the agreement of the Company, and the Owner meeting any conditions set by the Company, a Policy may be exchanged tax-free for another life insurance policy covering the same Insured (or, in the case of joint life insurance, covering the Insureds or a surviving Insured) or an annuity contract with the same owner (or, in the case of an annuity owned by a non-natural owner, if the annuitant is the same as the life insurance policy insured. The Code also allows certain policies to be exchanged for stand-alone and combination long-term care policies on a tax-free basis. Policies that are exchanged for life insurance policies after 2019 may only be exchanged for life insurance policies using 2017 CSO mortality tables. Any cash received or loan repaid in an exchange will be taxed to the extent of the gain in the Policy (i.e., on gain-first basis).

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Ownership of a Policy, or an interest in the Policy, may be transferred. If the transfer is for valuable consideration, it is taxable to the extent the proceeds or fair market value of property received exceed the basis of the Policy. The transfer of a Policy with a loan in excess of Policy’s basis is considered a sale to the extent of the loan, and the loan is treated as “sales proceeds” paid to the transferor. The basis used to determine the gain or loss when a Policy, or an interest in a Policy, is transferred may be different than the Cost Basis used to determine the taxable amount for Policy distributions and/or surrenders.

The general rule is that if a Policy, or an interest in a Policy were transferred for valuable consideration, the death benefit may be taxable as ordinary income to the extent it exceeds the sum of the purchase price and subsequent premiums paid by the new owner. However, the death benefit may not be taxable if both of the following criteria are satisfied:

1.

The transfer was not a “Reportable Policy Sale”, and

2.

Either:

a.

The transferee is the insured, a partner of the insured, a partnership in which the insured is a partner, or a corporation in which the insured is a shareholder or officer, or

b.

The transferee’s basis for determining gain or loss is determined, in whole or in part, by reference to the Transferor’s basis.

Generally, a Reportable Policy Sale is defined by Code section 101(a)(3), which was enacted in 2017 as part of the Tax Cuts and Jobs Act. A Reportable Policy Sale occurs when a Policy or an interest in the Policy is transferred, directly or indirectly, for valuable consideration and the acquirer does not have a “substantial family, business, or financial relationship with the insured apart from the acquirer’s interest in” the Policy. An example of an indirect transfer is an acquisition of an interest in a partnership that owns the Policy. If a Reportable Policy Sale occurs, the acquirer and the insurance company are required to send information about the sale to the IRS and the transferor. Whether the death benefit of any particular policy will be subject to income taxation because of transfers prior to the insured’s death will depend on specific facts. You should seek qualified tax advice if you plan a transfer of an interest in a life insurance policy.

Where the Policy Value is distributed as periodic payments under a payment plan, part or all of the taxable payments may be subject to an additional 3.8% Medicare tax. The tax will be assessed on the Owner’s net investment income for the year to the extent that the Owner’s adjusted gross income (with slight modifications) exceeds $250,000 (married filing jointly or surviving spouse), $125,000 (married filing separately) or $200,000 (other filers) (not indexed). Under final regulations issued by the IRS, “net investment income” may include, among other things, the transfer of a life insurance policy that constitutes a sale, interest paid on the Death Benefit and taxable distributions from life insurance policies held in arrangements that constitute “passive activities”. You should seek qualified tax advice.

Modified Endowment Contracts (MEC) A modified endowment contract (“MEC”) is a type of life insurance contract that is taxed less favorably on lifetime distributions than other life insurance contracts. A MEC has less favorable tax treatment because it is considered to be too investment oriented. Generally, a Policy will be classified as a MEC if the cumulative premiums paid during the first seven Policy Years after issue, or after a “material change” (described below), exceed the policy’s “seven-pay” limit. The seven-year time period is commonly referred to as the “seven-pay period”. Code Section 7702A defines the seven-pay limit as the sum of the premiums paid (net of expense and administrative charges) that would have to be paid in order for the Policy to be fully paid-up after seven level annual payments, based on defined interest and mortality assumptions. If premiums in excess of the seven-pay limit are paid during a seven-pay period, a Policy will be a MEC. However, a policy will not be a MEC if the excess premiums are refunded, with interest, within 60 days after the end of the Policy Year in which they are paid. For purposes of measuring this 60-day refund period, the term “Policy Year” refers to the year that starts on the date of a material change if that date is different than the Policy Date. If excess premium is refunded, all Policy values are recalculated as though the excess premium had never been paid.

A policy can also become a MEC if the benefits under the Policy are reduced during the seven-pay period or, in the case of joint life Policies, the lifetime of either Insured. If such a reduction occurs, the seven-pay premium limit will be redetermined based on the reduced level of benefits. All premiums paid during the seven-pay period must be retroactively tested against the new, lower, seven-pay limit. If the premiums previously paid are greater than the recalculated seven-pay premium limit, the Policy will become a MEC. This means that a reduction of Policy benefits can result in a MEC because of premiums paid in prior years even if those premiums did not exceed the policy’s seven-pay limit at the time they were paid. A reduction in benefits includes a decrease in the amount of coverage, the termination or reduction of certain riders, a withdrawal or any other action resulting in a surrender of Policy Value to you according to the terms of the Policy, an election of the paid-up option or, in some cases, a lapsing of the Policy where the Policy is not reinstated within 90 days. A life insurance policy which is received in exchange for a MEC will also be considered a MEC. In the case of joint life Policies, the reduction test must be applied during the lifetime of either Insured rather than only during seven-pay periods.

Whenever there is a “material change” under a Policy, it will generally be treated as a new contract for purposes of determining whether the Policy is a MEC. This means that a new seven-pay period begins with a new seven-pay limit. The new seven-pay limit is determined by taking into account the Policy Value of the Policy at the time of such change. A material change could

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occur as a result of certain changes to the benefits or terms of the Policy, such as a change in a death benefit option or a change in the Insured(s), if allowable under your Policy. A material change could occur as a result of an increase in the death benefit, the addition of a benefit or the payment of a premium after the seven-pay period, which could be considered “unnecessary” under the Code.

If a Policy is a MEC, any distribution from the Policy will be treated as a distribution of gain first, subject to ordinary income taxation. Distributions for this purpose include a loan, a withdrawal of Policy Value, a surrender of the Policy, and dividends paid in cash. Distributions taken within the two-year period prior to the Policy becoming a MEC may also be taxed under the MEC tax rules. The Policy Cost Basis is increased to the extent a loan is a taxable distribution from a MEC. For these purposes, the term “loan”, includes an increase in Policy Debt due to accrued but unpaid loan interest, or an assignment or pledge of the policy to secure a loan. For MECs, the Cot Basis would be increased by the amount of any prior loan under the Policy that was considered taxable income. For purposes of determining the taxable portion of any distribution, all MECs issued by Northwestern Mutual to the same Owner (excluding certain qualified plans) during any calendar year are to be aggregated. The Secretary of the Treasury has authority to prescribe additional rules to prevent avoidance of gain-first taxation on distributions from MECs.

A 10% penalty tax will apply to the taxable portion of a distribution from a MEC. The penalty tax will not, however, apply to distributions (i) to taxpayers 59  1∕2 years of age or older, (ii) in the case of a disability (as defined in the Code) or (iii) received as part of a series of substantially equal periodic annuity payments for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of the taxpayer and the taxpayer’s beneficiaries. The exceptions generally do not apply to life insurance policies owned by corporations or other entities.

Estate and Generation Skipping Transfer Taxes If the Insured owns, or has any incidents of ownership in, the Policy, the amount of the Death Benefit will generally be includible in the Insured’s estate for federal estate tax purposes and any applicable state inheritance tax. If a Policy is a joint life Policy, the Death Benefit will be includible in the estate of the second Insured to die if that individual owned or had any incidents of ownership in, the policy at the time of death. In some circumstances, the Death Benefit of a policy may be included in an Insured’s estate even if not owned at the time of death. This may occur if the Insured transferred an ownership interest, or an incident of ownership, in a policy within three years of death. If the Owner dies, but an Insured is still alive, the fair market value of the Policy will be includible in the Owner’s estate. With appropriate estate planning, an unlimited marital deduction may permit deferral of federal estate and gift taxes until the death of the Owner’s surviving spouse.

If ownership of a Policy is transferred, either directly or in trust, to a person two or more generations younger than the Owner, the value of the Policy may be subject to a generation skipping transfer tax.

Business-Owned Life Insurance Business-owned life insurance may be subject to certain additional rules. Section 101(j) of the Code provides that a portion of the Death Benefit payable under business-owned life insurance in which the business is also the beneficiary will be taxable to the extent it exceeds the premiums or other consideration the business paid for the policy. This rule does not apply if (i) the insured is an eligible employee and (ii) certain notice and consent requirements were satisfied before the policy was issued. Generally, an eligible employee is someone who was an employee at any time during the 12-month period before death, a director, a person who owns more than 5% of the business, an employee earning more than $120,000 annually (increased for cost of living), one of the highest 5 paid officers or an employee who is among the highest paid 35% of employees. The law also imposes an annual reporting and record-keeping obligation on the employer. Increases in Policy or Cash Value may also be subject to tax under the corporation alternative minimum tax provisions.

Section 264(a)(1) of the Code generally disallows a deduction for premiums paid on Policies by anyone who is directly or indirectly a beneficiary under the Policy. Interest on debt that is related to or is incurred to purchase or carry life insurance might be deductible in certain, limited, circumstances set forth in Code Section 264. For example, interest paid or accrued for up to an aggregate of $50,000 of indebtedness with respect to life insurance covering a “key person” may be deductible. Generally, a key person is defined as an officer or a 20% owner. However, the number of key persons will be limited to the greater of (a) five individuals, or (b) the lesser of 5% of the total officers and employees of the taxpayer or 20 individuals. Deductible interest for these Policies will be subject to limits based on current market rates.

In addition, if a business owns life insurance with cash value, Section 264(f) may disallow a portion of a business’s non-life insurance related interest deduction. The disallowance is based on a ratio that compares the amount of unborrowed life insurance Cash Surrender Value (as defined by Code §264(f)) to the adjusted basis of other business assets. Certain policies may be excluded from the disallowance calculation. These include policies held by natural persons unless the business is a direct or indirect beneficiary under the policy and policies owned by a business and insuring an individual who at the time the policy is issued is an employee, director, officer or 20% owner (as well as joint policies insuring 20% owners and their spouses). The IRS has ruled that a policy received in a tax-free exchange is newly issued for this purpose.

The IRS has ruled privately that losses in business-owned life insurance could be deducted upon the surrender of the policy if there was no reasonable prospect of recovery, but that the losses would be calculated by reducing the basis of the policy by the annual cost of the insurance protection provided by the policy. Private rulings apply only to the taxpayer who receives the ruling but may be indicative of the IRS’s thinking on an issue.

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Special rules under the Code govern how life insurance companies calculate income tax deductions. Under these rules the annual increase in the cash value of life insurance policies owned by life insurance companies may limit the company’s deductions, resulting in an overall increase in its taxable income.

Policy Split Right Your Policy permits the Owner to exchange the Policy for two policies, one on the life of each Insured, without evidence of insurability, if a change in the federal estate tax law results in either the repeal of the unlimited marital deduction or a 50% or greater reduction in the maximum estate tax rate set forth in the law. The exchange must be made while both Insureds are alive (and neither Insured is classified as a Joint Insurable). The request for exchange must be received no later than 180 days after the earlier of the enactment of the law repealing the unlimited marital deduction or the enactment of the law reducing the estate tax rate by at least 50%. Such a split is treated as a taxable exchange and will trigger income taxation to the extent of gain in the contract at the time of the split.

Split Dollar Arrangements Life insurance purchased under a split dollar arrangement is subject to special tax rules. Treasury regulations regarding the taxation of split dollar arrangements apply only to arrangements entered into or materially changed after September 17, 2003. The regulations provide that such split dollar arrangements must be taxed under one of two mutually exclusive tax regimes depending on the ownership of the underlying life insurance policy. Collateral assignment split dollar arrangements, in which the employee owns the policy, must be taxed under a loan regime. Where such an arrangement imposes a below market interest rate or no interest rate, the employee is taxed on the imputed interest under Section 7872 of the Code. Endorsement split dollar arrangements, in which the employer owns the policy, must be taxed under an economic benefit regime. Under this regime, the employee is taxed each year on (i) the value of the current life insurance protection provided to the employee, (ii) the increase in the amount of policy Cash Value to which the employee has current access, and (iii) the value of any other economic benefits provided to the employee during the taxable year.

Under the Sarbanes-Oxley Act of 2002, it is a criminal offense for an employer with publicly traded stock to extend or arrange a personal loan to a director or executive officer after July 30, 2002. One issue that has not been clarified is whether each premium paid by such an employer under a split dollar arrangement with a director or executive officer is a personal loan subject to this law.

Section 409A of the Code imposes requirements for nonqualified deferred compensation plans with regard to the timing of deferrals, distribution triggers, funding mechanisms and reporting requirements. Nonqualified deferred compensation plans that fail to meet these conditions are taxed currently on all compensation previously deferred and interest earned thereon and are assessed an additional 20% penalty. The law does not limit the use of life insurance as an informal funding mechanism for nonqualified deferred compensation plans, but IRS Notice 2007-34 treats certain split dollar arrangements as nonqualified deferred compensation plans that must comply with the new rules.

Valuation of Life Insurance Special valuation rules apply to life insurance contracts distributed from a qualified plan to a participant or transferred by an employer to an employee. IRS Rev. Proc. 2005-25 provides safe harbor formulas for valuing variable and non-variable life insurance. Generally, the safe harbor value is the greater of (i) the sum of the interpolated terminal reserve, any unearned premiums, and a pro rata portion of the estimated dividends for the Policy Year; or (ii) the cash value without reduction for surrender charges (but adjusted by a surrender factor for policies distributed from qualified plans) multiplied by a factor specified in Rev. Proc. 2005-25. These rules do not apply to split dollar arrangements entered into on or before September 17, 2003 and not materially modified thereafter.

Other Tax Considerations Under Code Section 6011, taxpayers are required to annually report all “reportable transactions”. Regulations under Code Section 6011 provide a list of several types of reportable transactions, some of which may involve life insurance policies. For example, in some circumstances a reportable transaction might exist if life insurance is owned by a welfare benefit plan. “Reportable transactions” also include transactions that create significant differences between the amount of any item for purposes of determining income, gain, expense or loss for tax purposes differs by more than $10 million, on a gross basis, from the amount of the item for purposes for book purposes. However, Rev. Proc. 2004-67 held that the purchase of life insurance policies that creates such a difference does not, by itself, constitute a “reportable transaction.” The rules related to reportable transactions are complicated and you should consult a qualified tax advisor before purchasing any insurance policy as part of a transaction.

Distribution of the Policy

We sell the Policy through our Financial Representatives who also are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS, our wholly-owned company, was organized under Wisconsin law in 1998 and is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. NMIS is a registered broker-dealer under the Securities Exchange Act of 1934, an investment adviser registered with the SEC, and is a member of the Financial Industry Regulatory

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Authority (FINRA) and SIPC. You may obtain information about SIPC, including the SIPC brochure, by contacting SIPC at 202-371-3800 or visiting its website at SIPC.org. NMIS is the principal underwriter and distributor of the Policy and has entered into a Distribution Agreement with us.

Northwestern Mutual variable insurance and annuity products are available exclusively through NMIS and its registered representatives and cannot be held with or transferred to an unaffiliated broker-dealer. Except in limited circumstances, NMIS registered representatives are required to offer Northwestern Mutual variable insurance and annuity products. The amount and timing of sales compensation paid by insurance companies varies. The commissions, benefits, and other sales compensation that NMIS and its registered representatives receive for the sale of a Northwestern Mutual variable insurance or annuity product might be more or less than that received for the sale of a comparable product from another company. (See Charges and Expenses—Commissions Paid to Financial Representatives).

Because registered representatives of NMIS are also our appointed agents, they may be eligible for various cash benefits, such as bonuses, insurance benefits, retirement benefits, and non-cash compensation programs that we offer, such as conferences, achievement recognition, prizes, and awards. In addition, registered representatives of NMIS who meet certain productivity, persistency, and length of service standards and/or their managers may be eligible for additional compensation. For example, registered representatives who meet certain annual sales production requirements with respect to their sales of Northwestern Mutual insurance and annuity products can qualify to receive additional cash compensation for their other sales of investment products and services. Sales of the Policies help registered representatives and/or their managers qualify for such compensation and benefits. Certain registered representatives of NMIS may receive other payments from us for the recruitment, training, development, and supervision of financial representatives, production of promotional literature and similar services.

Commissions and other incentives and payments described above are not charged directly to Owners or to the Separate Account. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Policy. NMIS registered representatives receive ongoing servicing compensation related to the Policies, but may be ineligible to receive ongoing servicing compensation paid by issuers of other investment products for certain smaller accounts.

Glossary of Terms

APPLICATION
The form completed by the applicant when applying for coverage under the Policy. This includes any:

1. amendments or endorsements;
2. supplemental Applications;
3. reinstatement Applications; and
4. Policy change Applications.

ATTAINED AGE
The Insured’s Issue Age listed in the Policy, plus the number of complete Policy Years that have elapsed since the Policy Date.

CASH VALUE
The amount available in cash if the Policy is surrendered. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Accumulated Value After Loan or Net Accumulated Value may be used to describe your Cash Value, as appropriate.

COMPANY
The Northwestern Mutual Life Insurance Company.

DATE OF ISSUE
The date on which insurance coverage takes effect as shown in the Policy.

DEATH BENEFIT
The gross amount payable to the Beneficiary upon the death of the second Insured, before the deduction of Policy Debt and other adjustments.

DIVISION
A subdivision of the Separate Account. We invest each Division’s assets exclusively in shares of one Portfolio.

FINANCIAL REPRESENTATIVE
An individual who is authorized to sell you the Policy and who is both licensed as a Northwestern Mutual insurance agent and as a registered representative of our affiliate, Northwestern Mutual Investment Services, LLC, the principal underwriter of the Policy.

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FUND
Each Fund is registered under the 1940 Act as an open-end management investment company or as a unit investment trust, or is not required to be registered under the Act. Each Portfolio of the Funds is available as an investment option under the Policy. The assets of each of the Divisions of the Separate Account are used to purchase shares of the corresponding Portfolio of a Fund.

GENERAL ACCOUNT
All assets of the Company, other than those held in the Separate Account or in other separate accounts that have been or may be established by the Company.

GOOD ORDER
Your request or payment meets all the current requirements necessary for us to process it. For certain requests this may include, as applicable, the return of proceeds, evidence of insurability, underwriting, MEC-limit (or insurance qualification) requirements, any premium payments due, instructions as to payment due dates, or proper completion of certain Northwestern Mutual forms.

HOME OFFICE
Our office at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-4797.

INCOME PLAN
An optional method of receiving the Death Benefit, maturity benefit, surrender proceeds or withdrawal proceeds of an insurance policy or annuity contract through a series of periodic payments. An Income Plan may also be known as a “payment plan.” Although the Variable Joint Life Policy does not guarantee the availability of income plans, the Company currently permits income plans to be elected.

INSUREDS
The persons named as the Insureds on the Application and in the Policy.

INVESTED ASSETS
The sum of all amounts in the Divisions of the Separate Account.

ISSUE AGE
The Insured’s age on his or her birthday nearest the Policy Date.

MEC
Modified endowment contract as described in Section 7702A of the Internal Revenue Code. A modified endowment contract is a type of life insurance contract that is considered too investment oriented and is taxed less favorably on lifetime distributions than other life insurance contracts. See the “Tax Considerations” section for more detailed information.

MONTHLY PROCESSING DATE
The first Monthly Processing Date is the Policy Date; thereafter, the Monthly Processing Date is the same day of each month as the Policy Date. If the Monthly Processing Date would otherwise fall on the 29th, 30th or 31st of the month, monthly processing will occur on that day or on the last day of the month if the month does not have that day.

NET PREMIUM
The amount of Premium Payment remaining after premium charges have been deducted.

NORTHWESTERN MUTUAL
The Northwestern Mutual Life Insurance Company.

NYSE
New York Stock Exchange.

OWNER (You, Your)
The person named in the Application as the Owner, or the person who becomes Owner of a Policy by transfer or succession.

POLICY ANNIVERSARY
The same day and month as the Policy Date in each year following the first Policy Year.

POLICY DATE
The date shown in the Policy from which the following are computed, among other things:

1. Policy Year;
2. Policy Anniversary;
3. the Issue Age of each Insured; and
4. the Attained Age of each Insured.

POLICY DEBT
The total amount of all outstanding Policy loans, including both principal and accrued interest.

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POLICY VALUE
The cumulative amount invested, less withdrawals, adjusted for investment results and interest on Policy Debt, and reduced by the monthly charges for the cost of insurance and other expenses. It is also equal to the sum of Invested Assets and Policy Debt. Please note that in certain contexts outside of the Prospectus, such as sales literature, notices and/or other materials, the term Accumulated Value may be used in place of Policy Value. In some circumstances, the term Accumulated Value After Loan may be used to describe your Policy Value after deductions for an outstanding loan, as appropriate.

POLICY YEAR
A year that starts on the Policy Date or on a Policy Anniversary.

PORTFOLIO
A series of a Fund available for investment under the Policy which corresponds to a particular Division of the Separate Account.

PREMIUM PAYMENTS
All payments you make under the Policy other than loan repayments and transaction charges.

SEPARATE ACCOUNT
Northwestern Mutual Variable Life Account.

SPECIFIED AMOUNT
The amount you select, subject to minimums and underwriting requirements we establish, used in determining the insurance coverage on the Insureds’ life.

TARGET PREMIUM
An amount based on the initial Specified Amount and characteristics of the Insured persons, such as Issue Age, sex and underwriting classification, used to compute the sales load, commissions, surrender charge and other expense charges during the first 10 Policy Years.

UNIT
An accounting unit of measure representing the value in one or more Divisions of the Separate Account.

UNIT VALUE
The value of a particular Unit at a particular time. Unit Value is analogous to, but not the same as, the share price of a Portfolio in which a Division invests. It may fluctuate from one Valuation Period to the next.

VALUATION DATE
Any day the NYSE is open for trading, except for any days specified in the Policy’s prospectus including any day that a Division's corresponding investment option does not value its shares. A Valuation Date ends when the NYSE closes.

VALUATION PERIOD
The time between the close of trading on the NYSE on a Valuation Date and the close of trading on the next Valuation Date.

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Appendix A—Portfolios Available under Your Policy

The following is a list of Portfolios available under your Policy. More information about the Portfolios is available in the prospectuses for the Portfolios, which may be amended from time to time and can be found online at www.nmprospectus.com. You can also request this information at no cost by calling (866) 464-3800 or by sending an email request to vavldocrequest@northwesternmutual.com.

The current expenses and performance information below reflects fees and expenses of the Portfolios, but do not reflect the other fees and expenses that your Policy may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Portfolio’s past performance is not necessarily an indication of future performance. 

Investment Objective	Portfolio and Adviser/ Sub-adviser (if applicable)		Current Expenses	Average Annual Total Returns (as of 12/31/2023)
				1 Year	5 Year	10 Year
Long-term growth of capital; current income is a secondary objective	Growth Stock Portfolio2	Mason Street Advisors, LLC (MSA)/T. Rowe Price Associates, Inc.	0.43%	49.69%	13.38%	10.82%
Long-term growth of capital	Focused Appreciation Portfolio2	MSA/Loomis, Sayles & Company, L.P.	0.62%1	50.99%	17.78%	14.56%
Long-term growth of capital and income	Large Cap Core Stock Portfolio2	MSA/Wellington Management Company LLP	0.44%1	25.78%	15.50%	10.57%
Long-term growth of capital and income	Large Cap Blend Portfolio2	MSA/ J.P. Morgan Investment Management, Inc.	0.70%1	20.61%	10.94%	9.17%
Investment results that approximate the performance of the Standard & Poor’s 500® Composite Stock Price Index	Index 500 Stock Portfolio2	MSA/BlackRock Advisors, LLC	0.20%1	26.04%	15.45%	11.80%
Long-term growth of capital; income is a secondary objective	Large Company Value Portfolio2	MSA/American Century Investment Management, Inc.	0.75%1	3.80%	10.57%	7.80%
Long-term growth of capital and income	Domestic Equity Portfolio2	MSA/Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust	0.50%1	3.71%	8.48%	8.07%
Long-term growth of capital and income	Equity Income Portfolio2	MSA/T. Rowe Price Associates, Inc	0.57%1	9.68%	11.32%	7.96%
Long-term growth of capital	Mid Cap Growth Stock Portfolio2	MSA/Wellington Management Company LLP	0.54%1	14.96%	10.00%	7.05%
Investment results that approximate the performance of the Standard & Poor’s MidCap 400® Stock Price Index	Index 400 Stock Portfolio2	MSA/Northern Trust Investments, Inc.	0.25%1	16.15%	12.34%	8.99%
Long-term growth of capital; current income is a secondary objective	Mid Cap Value Portfolio2	MSA/American Century Investment Management, Inc.	0.72%1	6.26%	11.21%	8.93%
Long-term growth of capital	Small Cap Growth Stock Portfolio2	MSA/Wellington Management Company LLP	0.57%	18.36%	9.80%	7.68%
Investment results that approximate the performance of the Standard & Poor’s SmallCap 600® Index	Index 600 Stock Portfolio2	MSA/Northern Trust Investments, Inc.	0.28%	15.76%	10.66%	8.29%
Long-term growth of capital	Small Cap Value Portfolio2	MSA/T. Rowe Price Investment Management, Inc	0.88%1	13.85%	9.43%	6.73%
Long-term growth of capital	International Growth Portfolio2	MSA/FIAM LLC	0.62%	20.77%	11.33%	5.99%

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Investment Objective	Portfolio and Adviser/ Sub-adviser (if applicable)		Current Expenses	Average Annual Total Returns (as of 12/31/2023)
				1 Year	5 Year	10 Year
Capital appreciation	Research International Core Portfolio2	MSA/Massachusetts Financial Services Company	0.72%1	12.95%	8.82%	4.42%
Long-term growth of capital and income	International Equity Portfolio2	MSA/Dodge & Cox	0.68%	16.09%	4.47%	1.68%
Capital appreciation	Emerging Markets Equity Portfolio2	MSA/abrdn Investments Limited	0.91%1	6.91%	3.13%	1.44%
Maximum current income to the extent consistent with liquidity and stability of capital3	Government Money Market Portfolio2	MSA/BlackRock Advisors, LLC	0.33%1	4.83%	1.68%	1.07%
Provide as high a level of current income as is consistent with prudent investment risk	Short-Term Bond Portfolio2	MSA/T. Rowe Price Associates, Inc.	0.39%	5.26%	1.80%	1.44%
Provide as high a level of total return consistent with prudent investment risk; a secondary objective is to seek preservation of shareholders’ capital	Select Bond Portfolio2	MSA/Allspring Global Investments, LLC	0.31%1	6.19%	1.41%	1.94%
Maximum total return, consistent with preservation of capital and prudent investment management	Long-Term U.S. Government Bond Portfolio2	MSA/Pacific Investment Management Company LLC	2.16%1	3.33%	-1.76%	1.81%
Pursue total return using a strategy that seeks to protect against U.S. inflation	Inflation Protection Portfolio2	MSA/American Century Investment Management, Inc.	0.44%1	3.90%	2.86%	2.06%
High current income and capital appreciation	High Yield Bond Portfolio2	MSA/Federated Investment Management Company	0.46%	13.24%	5.33%	4.42%
Maximum total return, consistent with prudent investment management	Multi-Sector Bond Portfolio2	MSA/Pacific Investment Management Company LLC	0.73%1	9.71%	2.34%	3.02%
Realize as high a level of total return as is consistent with prudent investment risk, through income and capital appreciation	Balanced Portfolio2	MSA	0.50%1	13.07%	6.73%	5.34%
Realize as high a level of total return as is consistent with reasonable investment risk	Asset Allocation Portfolio2	MSA	0.58%1	15.24%	8.28%	6.26%
Long-term growth of capital	Fidelity® VIP Mid Cap Portfolio – Initial Class4	Fidelity Management & Research Company LLC (FMR)5	0.57%	15.08%	12.45%	8.12%
Long-term capital appreciation	Fidelity® VIP ContrafundSM Portfolio – Initial Class4	FMR5	0.56%	33.45%	16.65%	11.61%
Long-term growth of capital by investing primarily in securities of companies that meet the Portfolio’s environmental, social and governance criteria	Sustainable Equity Portfolio6	Neuberger Berman Investment Advisers LLC	0.90%	26.90%	13.97%	9.99%

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Investment Objective	Portfolio and Adviser/ Sub-adviser (if applicable)		Current Expenses	Average Annual Total Returns (as of 12/31/2023)
				1 Year	5 Year	10 Year
Long-term growth of capital	U.S. Strategic Equity Fund7	Russell Investment Management LLC (RIM)8	0.93%1	26.29%	14.19%	10.23%
Long-term growth of capital	U.S. Small Cap Equity Fund7	RIM8	1.16%1	13.61%	10.75%	6.60%
Current income and long- term growth of capital	Global Real Estate Securities Fund7	RIM8	0.90%	10.55%	3.50%	4.02%
Long-term growth of capital	International Developed Markets Fund7	RIM8	1.03%1	16.26%	7.46%	3.94%
Provide total return	Strategic Bond Fund7	RIM8	0.67%	4.02%	0.72%	1.49%
Current income and moderate long-term capital appreciation	LifePoints® Variable Target Portfolio Series Moderate Strategy Fund7	RIM8	0.86%1	11.32%	4.00%	3.51%
Above-average long-term capital appreciation and a moderate level of current income	LifePoints® Variable Target Portfolio Series Balanced Strategy Fund7	RIM8	0.91%1	14.52%	6.30%	4.68%
High long-term capital appreciation; and as a secondary objective, current income	LifePoints® Variable Target Portfolio Series Growth Strategy Fund7	RIM8	1.00%1	17.96%	8.25%	5.69%
High long-term capital appreciation	LifePoints® Variable Target Portfolio Series Equity Growth Strategy Fund7	RIM8	1.03%1	19.52%	8.88%	6.03%
Total return	Commodity Return Strategy Portfolio – Class 29	Credit Suisse Asset Management, LLC	0.78%	-8.90%	N/A	16.48%

1

This reflects an expense reimbursement and/or fee waiver arrangement that is in place and reported in the Portfolio’s registration statement. This agreement may be terminated in the future and, therefore, the expense figures shown reflect temporary fee reductions.

2

A series of Northwestern Mutual Series Fund, Inc., for which Mason Street Advisors, LLC, our wholly-owned company, serves as investment adviser.

3

Although the Government Money Market Portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in the Government Money Market Portfolio. An investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. During extended periods of low interest rates, the yield of a money market portfolio may also become extremely low and possibly negative.

4

The Fidelity® VIP Mid Cap Portfolio and the Fidelity® VIP Contrafund® Portfolio are series of Variable Insurance Products Fund III and the Variable Insurance Products Fund II, respectively.

5

The following affiliates of Fidelity Management & Research Company also assist with foreign investments for each Portfolio: Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Inc.

6

A series of Neuberger Berman Advisers Management Trust.

7

A series of Russell Investment Funds.

8

Assets of each Portfolio are invested by one or more investment management organizations researched and recommended by Russell Investment Management LLC, the investment adviser for the Russell Investment Funds.

9

A series of Credit Suisse Trust.

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Appendix B

Mortality and Expense Risk Charge—Specified Amount Component

Table of Charges Per $1,000 of Initial Specified Amount

 

Issue Age*	Annual Charge
20-25	$0.04
26	0.05
27	0.06
28	0.07
29	0.08
30	0.09
31	0.10
32	0.11
33	0.12
34	0.13
35	0.14
36	0.17
37	0.19
38	0.22
39	0.25
40	0.28
41	0.30
42	0.33
43	0.36
44	0.38
45	0.41
46	0.44
47	0.47
48	0.50
49	0.53
50	0.57

 

Issue Age*	Annual Charge
51	$0.60
52	0.63
53	0.66
54	0.69
55	0.72
56	0.77
57	0.83
58	0.88
59	0.94
60	0.99
61	1.04
62	1.10
63	1.15
64	1.21
65	1.26
66	1.31
67	1.35
68	1.40
69	1.44
70	1.49
71	1.54
72	1.58
73	1.63
74	1.67
75-85	1.72

*

The Issue Age used in this calculation equals the younger Insured Issue Age plus an age adjustment. The age adjustment is based on the age difference (older Issue Age minus younger Issue Age) and this schedule:

 

Age Difference (years)	Age Adjustment (years)
0-1	0
2-4	1
5-8	2
9-14	3
15-24	4

 

Age Difference (years)	Age Adjustment (years)
25-34	5
35-44	6
45-54	7
55-65	8

Example: For a Policy at Issue Ages 65 and 60 and an Initial Specified Amount of $1,000,000, the age adjustment is 2 and the Issue Age is 62. The annual charge per $1,000 of Initial Specified Amount is $1.10. The Monthly Policy Charge—Mortality and Expense Risk Charge—Specified Amount component will be $91.67 monthly, or $1,100.04 annually for this Policy.

Note: In no event will the sum of the Monthly Policy Charge—Mortality and Expense Risk Charge—Specified Amount component annual charge and the Monthly Policy Charge—Underwriting and Issue Charge annual charge exceed $1.90 per $1,000 of Initial Specified Amount. The Monthly Policy Charge—Underwriting and Issue Charge will be reduced to meet this constraint if necessary.

Variable Joint Life Prospectus

37

Additional Information

More information about your Policy and Separate Account is included in a Statement of Additional Information (“SAI”), which is dated the same day as this Prospectus, is incorporated by reference into this Prospectus, and is available free of charge from the Company. To request a free copy of the Separate Account’s SAI, or current annual report, or to request other information about the Policy or to make investor inquiries, call (866) 464-3800. Under certain circumstances you or your Financial Representative may be able to obtain these documents online at www.nmprospectus.com. Reports and other information about the Separate Account are available on the SEC’s Internet site at www.sec.gov, or they may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Edgar Contract Identifier C000031363

Variable Joint Life Prospectus

38

NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Account)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(Depositor)

720 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202
1-866-464-3800

STATEMENT OF ADDITIONAL INFORMATION
Variable Joint Life

We no longer issue the Policy described in this Statement of Additional Information.
The Policies we currently offer are described in separate Prospectuses and
Statements of Additional Information.

This Statement of Additional Information (“SAI”) contains additional information regarding the Variable Joint Life insurance policy (the “Policy”) offered by The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”). This SAI is not a prospectus, and should be read together with the prospectus for the Policy (the “Prospectus”) dated May 1, 2024. You may obtain a copy of the Prospectus by writing or calling Northwestern Mutual at the address or phone number shown above, or by visiting www.nmprospectus.com. Capitalized terms in this SAI have the same meanings as in the Prospectus for the Policy.

The date of this Statement of Additional Information is May 1, 2024.

B-1

Table of Contents 

	Page
DISTRIBUTION OF THE POLICY	B-3
EXPERTS	B-3
FINANCIAL STATEMENTS OF THE ACCOUNT	F-1
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL	NM-1

B-2

DISTRIBUTION OF THE POLICY

The Policy is offered on a continuous basis exclusively through individuals who, in addition to being life insurance agents of Northwestern Mutual, are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS is our wholly-owned company. The principal business address of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

NMIS is the principal underwriter of the Policies for purposes of the federal securities laws. We paid the following amounts to NMIS with respect to sales of variable life insurance policies issued in connection with the Account during the last three fiscal years representing commission payments NMIS made to our agents and related benefits. None of these amounts was retained by NMIS and no amounts were paid to other underwriters or broker-dealers. 

Year	Amount
2023	$437,956
2022	$499,080
2021	$555,779

NMIS also provides certain services related to the administration of payment plans under the Policy pursuant to an administrative services contract with Northwestern Mutual. In exchange for these services, NMIS receives compensation to cover the actual costs incurred by NMIS in performing these services.

EXPERTS

The statutory financial statements of The Northwestern Mutual Life Insurance Company as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, and the financial statements of Northwestern Mutual Variable Life Account as of December 31, 2023 and for the periods indicated, included in this Statement of Additional Information constituting part of this Registration Statement, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The address of PricewaterhouseCoopers LLP is 833 East Michigan Street, Suite 1200, Milwaukee, Wisconsin 53202.
 

B-3

Annual Report December 31, 2023

Northwestern Mutual Variable Life Account

Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of The Northwestern Mutual Life Insurance Company and the Policyowners of Northwestern Mutual Variable Life Account

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the divisions of Northwestern Mutual Variable Life Account indicated in the table below as of December 31, 2023, and the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the divisions of Northwestern Mutual Variable Life Account as of December 31, 2023, and the results of each of their operations and the changes in each of their net assets for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

Growth Stock Division (1)	Mid Cap Value Division (1)	Select Bond Division (1)	U.S. Strategic Equity Division (1)
Focused Appreciation Division (1)	Small Cap Growth Stock Division (1)	Long-Term U.S. Government Bond Division (1)	U.S. Small Cap Equity Division (1)
Large Cap Core Stock Division (1)	Index 600 Stock Division (1)	Inflation Protection Division (1)	International Developed Markets Division (1)
Large Cap Blend Division (1)	Small Cap Value Division (1)	High Yield Bond Division (1)	Strategic Bond Division (1)
Index 500 Stock Division (1)	International Growth Division (1)	Multi-Sector Bond Division (1)	Global Real Estate Securities Division (1)
Large Company Value Division (1)	Research International Core Division (1)	Balanced Division (1)	LifePoints Moderate Strategy Division (1)
Domestic Equity Division (1)	International Equity Division (1)	Asset Allocation Division (1)	LifePoints Balanced Strategy Division (1)
Equity Income Division (1)	Emerging Markets Equity Division (1)	Fidelity VIP Mid Cap Division (1)	LifePoints Growth Strategy Division (1)
Mid Cap Growth Stock Division (1)	Government Money Market Division (1)	Fidelity VIP Contrafund Division (1)	LifePoints Equity Growth Strategy Division (1)
Index 400 Stock Division (1)	Short-Term Bond Division (1)	AMT Sustainable Equity Division (1)	Credit Suisse Trust Commodity Return Strategy Division (1)
(1)   Statement of operations for the year ended December 31, 2023 and statement of changes in net assets for the years ended December 31, 2023 and 2022

Basis for Opinions

These financial statements are the responsibility of The Northwestern Mutual Life Insurance Company management. Our responsibility is to express an opinion on the financial statements of each of the divisions of Northwestern Mutual Variable Life Account based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to each of the divisions of Northwestern Mutual Variable Life Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023 by correspondence with the custodians and the transfer agents of the investee mutual funds. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

April 25, 2024

We have served as the auditor of one or more of the divisions of Northwestern Mutual Variable Life Account since 1984.

Northwestern Mutual Variable Life Account

Table of Contents

Statements of Assets and Liabilities	1
Statements of Operations	9
Statements of Changes in Net Assets	12
Notes to Financial Statements	22

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

				Focused		Large Cap
		Growth Stock		Appreciation		Core Stock		Large Cap		Index 500
		Division		Division		Division		Blend Division		Stock Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	679,165	$	349,180	$	426,855	$	16,032	$	2,271,493
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			38		28		7		1		148
	Total Assets		679,203		349,208		426,862		16,033		2,271,641
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		-		-		-		-
Due to Participants			-		-		-		-		-
	Total Liabilities		-		-		-		-		-
Total Net Assets		$	679,203	$	349,208	$	426,862	$	16,033	$	2,271,641
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	54,802	$	24,337	$	45,515	$	834	$	295,452
	Northwestern Mutual Equity		285		94		265		5		1,252
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		599,510		296,713		363,199		14,548		1,878,846
	Northwestern Mutual Equity		4,208		2,175		2,685		121		12,047
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		9,624		5,432		6,902		172		33,061
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		10,774		20,457		8,296		353		50,983
Total Net Assets		$	679,203	$	349,208	$	426,862	$	16,033	$	2,271,641
(1)	Investments, at cost	$	614,802	$	266,742	$	397,007	$	15,884	$	1,143,843
	Mutual Fund Shares Held		222,167		90,321		257,607		13,506		288,187
(2)	Accumulation Unit Value	$	9.715054	$	10.737553	$	7.202222	$	3.236553	$	11.668915
	Units Outstanding		62,143		27,836		50,802		4,532		162,046
(3)	Accumulation Unit Value	$	139.569955	$	118.287914	$	102.503654	$	28.807476	$	278.486028
	Units Outstanding		69		46		67		6		119
(4)	Accumulation Unit Value	$	139.569955	$	118.287914	$	102.503654	$	28.807476	$	278.486028
	Units Outstanding		77		173		81		12		183

The Accompanying Notes are an Integral Part of the Financial Statements.

F-1

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		Large Company Value Division		Domestic Equity Division		Equity Income Division		Mid Cap Growth Stock Division		Index 400 Stock Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	30,273	$	228,029	$	156,230	$	587,830	$	460,521
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			-		-		41		-		5
	Total Assets		30,273		228,029		156,271		587,830		460,526
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		11		-		80		-
Due to Participants			-		-		-		-		-
	Total Liabilities		-		11		-		80		-
Total Net Assets		$	30,273	$	228,018	$	156,271	$	587,750	$	460,526
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	2,001	$	17,612	$	11,524	$	79,815	$	23,205
	Northwestern Mutual Equity		12		117		85		564		116
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		26,449		197,014		133,784		491,751		408,902
	Northwestern Mutual Equity		199		1,734		1,094		3,815		2,987
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		835		4,381		3,652		4,281		10,551
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		777		7,160		6,132		7,524		14,765
Total Net Assets		$	30,273	$	228,018	$	156,271	$	587,750	$	460,526
(1)	Investments, at cost	$	35,849	$	195,992	$	156,640	$	601,824	$	382,980
	Mutual Fund Shares Held		37,747		144,231		94,399		189,013		212,614
(2)	Accumulation Unit Value	$	2.968510	$	3.933303	$	4.960639	$	6.457239	$	7.926838
	Units Outstanding		8,977		50,530		27,190		76,747		51,962
(3)	Accumulation Unit Value	$	25.998412	$	43.787653	$	54.647956	$	187.130343	$	94.269524
	Units Outstanding		32		100		67		23		112
(4)	Accumulation Unit Value	$	25.998412	$	43.787653	$	54.647956	$	187.130343	$	94.269524
	Units Outstanding		30		164		112		40		157

The Accompanying Notes are an Integral Part of the Financial Statements.

F-2

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		Mid Cap Value Division		Small Cap Growth Stock Division		Index 600 Stock Division		Small Cap Value Division		International Growth Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	87,844	$	332,106	$	79,124	$	212,609	$	147,586
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			6		-		7		-		-
	Total Assets		87,850		332,106		79,131		212,609		147,586
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		36		-		4		83
Due to Participants			-		-		-		-		-
	Total Liabilities		-		36		-		4		83
Total Net Assets		$	87,850	$	332,070	$	79,131	$	212,605	$	147,503
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	4,856	$	16,606	$	5,890	$	13,777	$	8,037
	Northwestern Mutual Equity		31		97		32		91		46
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		77,924		299,467		68,305		186,639		129,484
	Northwestern Mutual Equity		616		2,410		497		1,586		1,101
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		1,732		4,943		1,744		3,565		3,781
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		2,691		8,547		2,663		6,947		5,054
Total Net Assets		$	87,850	$	332,070	$	79,131	$	212,605	$	147,503
(1)	Investments, at cost	$	95,242	$	341,046	$	74,395	$	226,819	$	115,011
	Mutual Fund Shares Held		59,354		148,195		51,851		111,255		77,514
(2)	Accumulation Unit Value	$	5.888402	$	6.733604	$	3.210398	$	5.867955	$	3.297025
	Units Outstanding		13,338		44,831		21,431		32,078		39,607
(3)	Accumulation Unit Value	$	64.869457	$	91.769113	$	37.141211	$	65.324744	$	36.704176
	Units Outstanding		27		54		47		55		103
(4)	Accumulation Unit Value	$	64.869457	$	91.769113	$	37.141211	$	65.324744	$	36.704176
	Units Outstanding		41		93		72		106		138

The Accompanying Notes are an Integral Part of the Financial Statements.

F-3

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		Research International Core Division		International Equity Division		Emerging Markets Equity Division		Government Money Market Division		Short-Term Bond Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	74,566	$	544,268	$	74,692	$	183,625	$	34,922
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			21		40		14		473		-
	Total Assets		74,587		544,308		74,706		184,098		34,922
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		-		-		-		4
Due to Participants			-		-		-		118		-
	Total Liabilities		-		-		-		118		4
Total Net Assets		$	74,587	$	544,308	$	74,706	$	183,980	$	34,918
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	4,419	$	63,555	$	3,992	$	13,594	$	3,283
	Northwestern Mutual Equity		41		572		37		119		19
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		64,400		452,001		64,372		144,201		27,592
	Northwestern Mutual Equity		464		3,964		507		1,830		217
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		2,450		11,034		2,435		14,537		1,558
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		2,813		13,182		3,363		9,699		2,249
Total Net Assets		$	74,587	$	544,308	$	74,706	$	183,980	$	34,918
(1)	Investments, at cost	$	71,817	$	590,226	$	82,053	$	183,625	$	35,547
	Mutual Fund Shares Held		69,622		344,910		79,885		183,625		34,203
(2)	Accumulation Unit Value	$	1.700288	$	4.016397	$	1.003863	$	1.642722	$	1.115105
	Units Outstanding		38,149		113,527		64,630		88,896		24,938
(3)	Accumulation Unit Value	$	16.866535	$	6.414223	$	12.445253	$	46.208287	$	14.012154
	Units Outstanding		145		1,720		196		315		111
(4)	Accumulation Unit Value	$	16.866535	$	6.414223	$	12.445253	$	46.208287	$	14.012154
	Units Outstanding		167		2,055		270		210		161

The Accompanying Notes are an Integral Part of the Financial Statements.

F-4

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		Select Bond Division		Long-Term U.S. Government Bond Division		Inflation Protection Division		High Yield Bond Division		Multi-Sector Bond Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	272,107	$	22,359	$	16,474	$	120,212	$	56,910
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			43		8		-		2		2
	Total Assets		272,150		22,367		16,474		120,214		56,912
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		-		19		-		-
Due to Participants			-		-		-		-		-
	Total Liabilities		-		-		19		-		-
Total Net Assets		$	272,150	$	22,367	$	16,455	$	120,214	$	56,912
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	23,323	$	2,810	$	1,157	$	8,061	$	3,205
	Northwestern Mutual Equity		234		19		9		63		20
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		215,694		14,020		13,591		104,650		48,668
	Northwestern Mutual Equity		2,052		147		94		791		347
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		18,156		5,050		683		4,436		2,277
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		12,691		321		921		2,213		2,395
Total Net Assets		$	272,150	$	22,367	$	16,455	$	120,214	$	56,912
(1)	Investments, at cost	$	310,021	$	26,859	$	18,799	$	127,594	$	61,846
	Mutual Fund Shares Held		246,474		34,136		15,901		179,421		58,429
(2)	Accumulation Unit Value	$	2.946270	$	1.273462	$	1.216321	$	4.882031	$	1.465075
	Units Outstanding		73,906		11,125		11,251		21,598		33,456
(3)	Accumulation Unit Value	$	242.814128	$	18.544732	$	16.529226	$	67.010934	$	20.807544
	Units Outstanding		75		272		41		66		109
(4)	Accumulation Unit Value	$	242.814128	$	18.544732	$	16.529226	$	67.010934	$	20.807544
	Units Outstanding		52		17		56		33		115

The Accompanying Notes are an Integral Part of the Financial Statements.

F-5

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		Balanced Division		Asset Allocation Division		Fidelity VIP Mid Cap Division		Fidelity VIP Contrafund Division		AMT Sustainable Equity Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	407,403	$	58,701	$	-	$	-	$	-
	Fidelity Variable Insurance Products Fund		-		-		217,788		89,198		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		9,244
	Russell Investment Funds		-		-		-		-		-
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			72		1		9		11		-
	Total Assets		407,475		58,702		217,797		89,209		9,244
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		-		-		-		38
Due to Participants			-		-		-		-		-
	Total Liabilities		-		-		-		-		38
Total Net Assets		$	407,475	$	58,702	$	217,797	$	89,209	$	9,206
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	180,627	$	8,202	$	16,897	$	8,900	$	537
	Northwestern Mutual Equity		1,111		63		101		42		2
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		212,013		47,207		189,674		75,082		7,248
	Northwestern Mutual Equity		2,038		396		1,655		558		55
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		4,639		1,173		2,822		1,049		287
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		7,047		1,661		6,648		3,578		1,077
Total Net Assets		$	407,475	$	58,702	$	217,797	$	89,209	$	9,206
(1)	Investments, at cost	$	443,535	$	62,797	$	208,258	$	75,355	$	7,691
	Mutual Fund Shares Held		316,552		54,606		5,977		1,834		277
(2)	Accumulation Unit Value	$	5.098384	$	3.213505	$	7.881352	$	3.928641	$	3.412724
	Units Outstanding		41,984		14,814		24,277		19,253		2,140
(3)	Accumulation Unit Value	$	289.897985	$	35.773230	$	86.823851	$	44.291798	$	38.211229
	Units Outstanding		16		33		32		24		8
(4)	Accumulation Unit Value	$	289.897985	$	35.773230	$	86.823851	$	44.291798	$	38.211229
	Units Outstanding		24		46		77		81		28

The Accompanying Notes are an Integral Part of the Financial Statements.

F-6

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

						International				Global Real
						Developed				Estate
		U.S. Strategic		U.S. Small Cap		Markets		Strategic Bond		Securities
		Equity Division		Equity Division		Division		Division		Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	-	$	-	$	-	$	-	$	-
	Fidelity Variable Insurance Products Fund		-		-		-		-		-
	Neuberger Berman Advisers Management Trust		-		-		-		-		-
	Russell Investment Funds		295,821		123,369		144,516		80,138		162,827
	Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company			8		-		1		-		-
	Total Assets		295,829		123,369		144,517		80,138		162,827
Liabilities:
Due to Northwestern Mutual Life Insurance Company			-		25		-		241		3
Due to Participants			-		-		-		-		-
	Total Liabilities		-		25		-		241		3
Total Net Assets		$	295,829	$	123,344	$	144,517	$	79,897	$	162,824
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	10,629	$	5,763	$	8,459	$	4,756	$	8,352
	Northwestern Mutual Equity		55		34		61		47		64
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		257,133		109,475		124,277		60,011		143,257
	Northwestern Mutual Equity		2,078		980		1,068		574		1,357
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		14,011		3,496		6,385		11,906		3,529
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		11,923		3,596		4,267		2,603		6,265
Total Net Assets		$	295,829	$	123,344	$	144,517	$	79,897	$	162,824
(1)	Investments, at cost	$	259,530	$	126,200	$	131,644	$	92,897	$	174,143
	Mutual Fund Shares Held		15,440		8,762		12,013		9,076		12,160
(2)	Accumulation Unit Value	$	3.690058	$	4.251668	$	2.416218	$	2.302100	$	5.200386
	Units Outstanding		70,246		25,979		51,876		26,317		27,809
(3)	Accumulation Unit Value	$	42.832166	$	50.617177	$	27.400732	$	25.595678	$	57.742240
	Units Outstanding		327		69		233		465		61
(4)	Accumulation Unit Value	$	42.832166	$	50.617177	$	27.400732	$	25.595678	$	57.742240
	Units Outstanding		278		71		156		102		109

The Accompanying Notes are an Integral Part of the Financial Statements.

F-7

Statements of Assets and Liabilities

Northwestern Mutual Variable Life Account

December 31, 2023 (in thousands, except accumulation unit values)

		LifePoints			LifePoints		LifePoints		LifePoints		Credit Suisse
		Moderate			Balanced		Growth		Equity Growth		Trust Commodity
		Strategy			Strategy		Strategy		Strategy		Return Strategy
		Division			Division		Division		Division		Division
Assets:
Investments, at fair value (1)
	Northwestern Mutual Series Fund, Inc.	$	-		$	-	$	-	$	-	$	-
	Fidelity Variable Insurance Products Fund		-			-		-		-		-
	Neuberger Berman Advisers Management Trust		-			-		-		-		-
	Russell Investment Funds		7,833			23,822		21,386		11,549		-
	Credit Suisse Trust		-			-		-		-		35,337
Due from Northwestern Mutual Life Insurance Company			-			-		6		-		2
	Total Assets		7,833			23,822		21,392		11,549		35,339
Liabilities:
Due to Northwestern Mutual Life Insurance Company			3			53		-		1		-
Due to Participants			-			-		-		-		-
	Total Liabilities		3			53		-		1		-
Total Net Assets		$	7,830		$	23,769	$	21,392	$	11,548	$	35,339
Net Assets:
Variable Life Policies Issued
	Before October 11, 1995
	Policyowners’ Equity	$	1,968		$	4,003	$	5,720	$	1,206	$	1,234
	Northwestern Mutual Equity		15			41		41		4		9
Variable CompLife Policies Issued Between
	October 11, 1995 and December 31, 2008 (2)
	Policyowners’ Equity		4,713			16,844		15,439		8,356		31,160
	Northwestern Mutual Equity		53			182		181		84		264
Variable Executive Life Policies Issued Between
	March 2, 1998 and December 31, 2008 (3)
	Policyowners’ Equity		1,080			1,893		11		648		890
Variable Joint Life Policies Issued Between
	December 10, 1998 and December 31, 2008 (4)
	Policyowners’ Equity		1			806		-		1,250		1,782
Total Net Assets		$	7,830		$	23,769	$	21,392	$	11,548	$	35,339
(1)	Investments, at cost	$	8,302		$	24,779	$	21,881	$	11,588	$	44,400
	Mutual Fund Shares Held		845			2,587		2,258		1,273		1,990
(2)	Accumulation Unit Value	$	1.524856		$	1.772286	$	1.989033	$	2.096774	$	6.613791
	Units Outstanding		3,126			9,607		7,853		4,025		4,751
(3)	Accumulation Unit Value	$	19.156108		$	20.934448	$	21.906336	$	21.082246	$	6.345301
	Units Outstanding		56			90		1		31		140
(4)	Accumulation Unit Value	$	19.156108		$	20.934448	$	21.906336	$	21.082246	$	6.345301
	Units Outstanding		-	(a)		38		-		59		281

^(a) Amount is less than 500

The Accompanying Notes are an Integral Part of the Financial Statements.

F-8

Statements of Operations

Northwestern Mutual Variable Life Account

For the Year Ended December 31, 2023 (in thousands)

				Focused
	Growth stock			Appreciation			Large Cap Core			Large Cap			Index 500
	Division			Division			Stock Division			Blend Division			Stock Division
Income:
Dividend income	$	248		$	-		$	3,987		$	121		$	27,906
Expenses:
Mortality and expense risk charges		2,572			1,245			1,700			63			9,033
Taxes		24			9			21			-			131
Total expenses		2,596			1,254			1,721			63			9,164
Net investment income (loss)		(2,348	)		(1,254	)		2,266			58			18,742
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		2,498			5,117			2,980			24			57,798
Realized gain distribution		-			19,696			31,021			1,197			14,911
Realized gains (losses)		2,498			24,813			34,001			1,221			72,709
Change in unrealized appreciation/(depreciation) of investments during the period		228,118			93,585			51,506			1,397			377,967
Net increase (decrease) in net assets resulting from operations	$	228,268		$	117,144		$	87,773		$	2,676		$	469,418
	Large									Mid Cap
	Company Value			Domestic			Equity Income			Growth Stock			Index 400
	Division			Equity Division			Division			Division			Stock Division
Income:
Dividend income	$	1,023		$	4,225		$	3,629		$	1,359		$	5,618
Expenses:
Mortality and expense risk charges		130			965			631			2,463			1,820
Taxes		1			9			6			39			11
Total expenses		131			974			637			2,502			1,831
Net investment income (loss)		892			3,251			2,992			(1,143	)		3,787
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(875	)		8,878			1,394			(3,108	)		6,925
Realized gain distribution		3,844			10,244			12,245			-			17,816
Realized gains (losses)		2,969			19,122			13,639			(3,108	)		24,741
Change in unrealized appreciation/(depreciation) of investments during the period		(2,924	)		(15,489	)		(3,395	)		79,551			34,712
Net increase (decrease) in net assets resulting from operations	$	937		$	6,884		$	13,236		$	75,300		$	63,240
				Small Cap									International
	Mid Cap Value			Growth Stock			Index 600			Small Cap			Growth
	Division			Division			Stock Division			Value Division			Division
Income:
Dividend income	$	2,018		$	95		$	752		$	1,041		$	1,185
Expenses:
Mortality and expense risk charges		367			1,341			299			859			578
Taxes		3			8			2			7			4
Total expenses		370			1,349			301			866			582
Net investment income (loss)		1,648			(1,254	)		451			175			603
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(231	)		2,888			535			4,435			3,162
Realized gain distribution		10,541			-			2,883			13,549			2,954
Realized gains (losses)		10,310			2,888			3,418			17,984			6,116
Change in unrealized appreciation/(depreciation) of investments during the period		(7,108	)		49,525			6,599			7,206			18,490
Net increase (decrease) in net assets resulting from operations	$	4,850		$	51,159		$	10,468		$	25,365		$	25,209

The Accompanying Notes are an Integral Part of the Financial Statements.

F-9

Statements of Operations

Northwestern Mutual Variable Life Account

For the Year Ended December 31, 2023 (in thousands)

	Research						Emerging			Government
	International			International			Markets Equity			Money Market			Short-Term
	Core Division			Equity Division			Division			Division			Bond Division
Income:
Dividend income	$	1,209		$	15,740		$	1,562		$	8,663		$	710
Expenses:
Mortality and expense risk charges		294			2,245			301			731			140
Taxes		2			28			2			7			2
Total expenses		296			2,273			303			738			142
Net investment income (loss)		913			13,467			1,259			7,925			568
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		541			(5,082	)		(560	)		-			(414	)
Realized gain distribution		1,365			-			-			2			-
Realized gains (losses)		1,906			(5,082	)		(560	)		2			(414	)
Change in unrealized appreciation/(depreciation) of investments during the period		5,357			65,891			3,788			-			1,476
Net increase (decrease) in net assets resulting from operations	$	8,176		$	74,276		$	4,487		$	7,927		$	1,630
				Long-Term U.S.			Inflation
	Select Bond			Government			Protection			High Yield			Multi-Sector
	Division			Bond Division			Division			Bond Division			Bond Division
Income:
Dividend income	$	6,822		$	457		$	830		$	6,435		$	1,353
Expenses:
Mortality and expense risk charges		1,043			66			72			477			220
Taxes		10			1			1			4			1
Total expenses		1,053			67			73			481			221
Net investment income (loss)		5,769			390			757			5,954			1,132
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(2,214	)		(2,767	)		(530	)		(589	)		(1,072	)
Realized gain distribution		-			-			-			-			-
Realized gains (losses)		(2,214	)		(2,767	)		(530	)		(589	)		(1,072	)
Change in unrealized appreciation/(depreciation) of investments during the period		11,222			3,143			355			8,214			4,754
Net increase (decrease) in net assets resulting from operations	$	14,777		$	766		$	582		$	13,579		$	4,814
				Asset						Fidelity VIP			AMT
	Balanced			Allocation			Fidelity VIP Mid			Contrafund			Sustainable
	Division			Division			Cap Division			Division			Equity Division
Income:
Dividend income	$	7,942		$	1,131		$	1,232		$	393		$	29
Expenses:
Mortality and expense risk charges		1,766			243			882			330			32
Taxes		88			4			8			4			-
Total expenses		1,854			247			890			334			32
Net investment income (loss)		6,088			884			342			59			(3	)
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(2,494	)		(546	)		528			2,518			227
Realized gain distribution		14,852			3,379			5,631			2,814			135
Realized gains (losses)		12,358			2,833			6,159			5,332			362
Change in unrealized appreciation/(depreciation) of investments during the period		27,472			4,033			21,581			16,664			1,586
Net increase (decrease) in net assets resulting from operations	$	45,918		$	7,750		$	28,082		$	22,055		$	1,945

The Accompanying Notes are an Integral Part of the Financial Statements.

F-10

Statements of Operations

Northwestern Mutual Variable Life Account

For the Year Ended December 31, 2023 (in thousands)

							International
	U.S. Strategic			U.S. Small Cap			Developed			Strategic Bond
	Equity Division			Equity Division			Markets Division			Division
Income:
Dividend income	$	2,136		$	800		$	1,773		$	2,284
Expenses:
Mortality and expense risk charges		1,109			490			570			290
Taxes		5			3			4			2
Total expenses		1,114			493			574			292
Net investment income (loss)		1,022			307			1,199			1,992
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		3,588			1,234			(599	)		(1,682	)
Realized gain distribution		5,902			788			833			-
Realized gains (losses)		9,490			2,022			234			(1,682	)
Change in unrealized appreciation/(depreciation) of investments during the period		51,550			12,168			18,432			2,470
Net increase (decrease) in net assets resulting from operations	$	62,062		$	14,497		$	19,865		$	2,780
	Global Real			LifePoints			LifePoints			LifePoints
	Estate			Moderate			Balanced			Growth
	Securities			Strategy			Strategy			Strategy
	Division			Division			Division			Division
Income:
Dividend income	$	2,772		$	123		$	320		$	185
Expenses:
Mortality and expense risk charges		651			32			92			103
Taxes		5			1			2			3
Total expenses		656			33			94			106
Net investment income (loss)		2,116			90			226			79
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		2,474			(148	)		(535	)		(745	)
Realized gain distribution		-			-			42			189
Realized gains (losses)		2,474			(148	)		(493	)		(556	)
Change in unrealized appreciation/(depreciation) of investments during the period		10,391			855			3,263			3,858
Net increase (decrease) in net assets resulting from operations	$	14,981		$	797		$	2,996		$	3,381
	LifePoints			Credit Suisse
	Equity Growth			Commodities
	Strategy			Return Strategy
	Division			Division
Income:
Dividend income	$	65		$	8,082
Expenses:
Mortality and expense risk charges		40			159
Taxes		1			1
Total expenses		41			160
Net investment income (loss)		24			7,922
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(72	)		(1,370	)
Realized gain distribution		100			-
Realized gains (losses)		28			(1,370	)
Change in unrealized appreciation/(depreciation) of investments during the period		1,816			(10,409	)
Net increase (decrease) in net assets resulting from operations	$	1,868		$	(3,857	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-11

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Growth Stock Division						Focused Appreciation Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	(2,348	)	$	(2,542	)	$	(1,254	)	$	(1,031	)
Net realized gains (losses)		2,498			101,249			24,813			36,124
Net change in unrealized appreciation/(depreciation)		228,118			(405,616	)		93,585			(126,173	)
Net increase (decrease) in net assets resulting from operations		228,268			(306,909	)		117,144			(91,080	)
Policy Transactions:
Policy owners’ net payments		9,817			12,453			3,456			5,060
Policy loans, surrenders and death benefits		(21,336	)		(14,304	)		(9,107	)		(5,627	)
Mortality and other (net)		(10,658	)		(9,617	)		(5,192	)		(4,289	)
Transfers from other divisions or sponsor		13,850			10,573			23,897			18,740
Transfers to other divisions or sponsor		(14,291	)		(13,974	)		(14,123	)		(15,244	)
Net increase (decrease) in net assets resulting from contract transactions		(22,618	)		(14,869	)		(1,069	)		(1,360	)
Net increase (decrease) in net assets		205,650			(321,778	)		116,075			(92,440	)
Net Assets:
Beginning of period		473,553			795,331			233,133			325,573
End of period	$	679,203		$	473,553		$	349,208		$	233,133
Units issued during the period		3,245			3,411			2,802			2,757
Units redeemed during the period		(5,606	)		(5,015	)		(2,755	)		(2,623	)
Net units issued (redeemed) during period		(2,361	)		(1,604	)		47			134
	Large Cap Core Stock Division						Large Cap Blend Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	2,266		$	1,661		$	58		$	27
Net realized gains (losses)		34,001			73,563			1,221			1,367
Net change in unrealized appreciation/(depreciation)		51,506			(161,349	)		1,397			(3,669	)
Net increase (decrease) in net assets resulting from operations		87,773			(86,125	)		2,676			(2,275	)
Policy Transactions:
Policy owners’ net payments		5,980			7,963			297			269
Policy loans, surrenders and death benefits		(14,429	)		(8,785	)		(663	)		(582	)
Mortality and other (net)		(7,204	)		(7,266	)		(250	)		(255	)
Transfers from other divisions or sponsor		6,073			5,577			2,450			1,908
Transfers to other divisions or sponsor		(6,462	)		(6,657	)		(1,976	)		(1,616	)
Net increase (decrease) in net assets resulting from contract transactions		(16,042	)		(9,168	)		(142	)		(276	)
Net increase (decrease) in net assets		71,731			(95,293	)		2,534			(2,551	)
Net Assets:
Beginning of period		355,131			450,424			13,499			16,050
End of period	$	426,862		$	355,131		$	16,033		$	13,499
Units issued during the period		2,599			2,786			710			831
Units redeemed during the period		(4,703	)		(3,839	)		(794	)		(933	)
Net units issued (redeemed) during period		(2,104	)		(1,053	)		(84	)		(102	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-12

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Index 500 Stock Division						Large Company Value Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	18,742		$	15,915		$	892		$	788
Net realized gains (losses)		72,709			103,373			2,969			5,729
Net change in unrealized appreciation/(depreciation)		377,967			(553,228	)		(2,924	)		(6,610	)
Net increase (decrease) in net assets resulting from operations		469,418			(433,940	)		937			(93	)
Policy Transactions:
Policy owners’ net payments		32,378			36,671			196			527
Policy loans, surrenders and death benefits		(73,657	)		(42,810	)		(1,084	)		(747	)
Mortality and other (net)		(35,341	)		(34,158	)		(503	)		(484	)
Transfers from other divisions or sponsor		65,753			64,356			7,757			11,194
Transfers to other divisions or sponsor		(57,279	)		(58,786	)		(7,794	)		(5,516	)
Net increase (decrease) in net assets resulting from contract transactions		(68,146	)		(34,727	)		(1,428	)		4,974
Net increase (decrease) in net assets		401,272			(468,667	)		(491	)		4,881
Net Assets:
Beginning of period		1,870,369			2,339,036			30,764			25,883
End of period	$	2,271,641		$	1,870,369		$	30,273		$	30,764
Units issued during the period		8,443			9,253			2,022			3,420
Units redeemed during the period		(13,724	)		(12,188	)		(2,365	)		(1,824	)
Net units issued (redeemed) during period		(5,281	)		(2,935	)		(343	)		1,596
	Domestic Equity Division						Equity Income Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	3,251		$	2,930		$	2,992		$	2,453
Net realized gains (losses)		19,122			30,658			13,639			19,601
Net change in unrealized appreciation/(depreciation)		(15,489	)		(42,102	)		(3,395	)		(27,796	)
Net increase (decrease) in net assets resulting from operations		6,884			(8,514	)		13,236			(5,742	)
Policy Transactions:
Policy owners’ net payments		5,102			5,592			2,582			3,236
Policy loans, surrenders and death benefits		(11,227	)		(4,722	)		(4,903	)		(3,068	)
Mortality and other (net)		(3,942	)		(4,366	)		(2,844	)		(2,818	)
Transfers from other divisions or sponsor		6,959			8,234			9,893			15,490
Transfers to other divisions or sponsor		(11,498	)		(8,901	)		(13,542	)		(12,476	)
Net increase (decrease) in net assets resulting from contract transactions		(14,606	)		(4,163	)		(8,814	)		364
Net increase (decrease) in net assets		(7,722	)		(12,677	)		4,422			(5,378	)
Net Assets:
Beginning of period		235,740			248,417			151,849			157,227
End of period	$	228,018		$	235,740		$	156,271		$	151,849
Units issued during the period		2,812			3,201			2,016			3,379
Units redeemed during the period		(6,245	)		(4,094	)		(3,438	)		(3,378	)
Net units issued (redeemed) during period		(3,433	)		(893	)		(1,422	)		1

The Accompanying Notes are an Integral Part of the Financial Statements.

F-13

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Mid Cap Growth Stock Division						Index 400 Stock Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	(1,143	)	$	(1,751	)	$	3,787		$	2,783
Net realized gains (losses)		(3,108	)		50,802			24,741			48,326
Net change in unrealized appreciation/(depreciation)		79,551			(221,395	)		34,712			(117,191	)
Net increase (decrease) in net assets resulting from operations		75,300			(172,344	)		63,240			(66,082	)
Policy Transactions:
Policy owners’ net payments		12,075			14,264			6,449			8,749
Policy loans, surrenders and death benefits		(20,464	)		(12,947	)		(14,289	)		(7,849	)
Mortality and other (net)		(10,196	)		(10,432	)		(6,982	)		(6,885	)
Transfers from other divisions or sponsor		6,514			4,867			19,615			16,186
Transfers to other divisions or sponsor		(8,985	)		(8,864	)		(19,376	)		(16,758	)
Net increase (decrease) in net assets resulting from contract transactions		(21,056	)		(13,112	)		(14,583	)		(6,557	)
Net increase (decrease) in net assets		54,244			(185,456	)		48,657			(72,639	)
Net Assets:
Beginning of period		533,506			718,962			411,869			484,508
End of period	$	587,750		$	533,506		$	460,526		$	411,869
Units issued during the period		3,995			4,107			3,263			3,114
Units redeemed during the period		(6,777	)		(5,859	)		(5,109	)		(3,739	)
Net units issued (redeemed) during period		(2,782	)		(1,752	)		(1,846	)		(625	)
	Mid Cap Value Division						Small Cap Growth Stock Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	1,648		$	1,265		$	(1,254	)	$	(1,401	)
Net realized gains (losses)		10,310			12,982			2,888			57,992
Net change in unrealized appreciation/(depreciation)		(7,108	)		(15,400	)		49,525			(176,864	)
Net increase (decrease) in net assets resulting from operations		4,850			(1,153	)		51,159			(120,273	)
Policy Transactions:
Policy owners’ net payments		1,882			1,875			6,104			7,997
Policy loans, surrenders and death benefits		(3,202	)		(2,020	)		(12,952	)		(8,128	)
Mortality and other (net)		(1,535	)		(1,551	)		(5,263	)		(5,264	)
Transfers from other divisions or sponsor		6,794			10,650			9,028			7,763
Transfers to other divisions or sponsor		(8,434	)		(6,935	)		(9,213	)		(9,311	)
Net increase (decrease) in net assets resulting from contract transactions		(4,495	)		2,019			(12,296	)		(6,943	)
Net increase (decrease) in net assets		355			866			38,863			(127,216	)
Net Assets:
Beginning of period		87,495			86,629			293,207			420,423
End of period	$	87,850		$	87,495		$	332,070		$	293,207
Units issued during the period		1,306			1,773			2,723			2,865
Units redeemed during the period		(1,904	)		(1,522	)		(4,760	)		(3,797	)
Net units issued (redeemed) during period		(598	)		251			(2,037	)		(932	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-14

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Index 600 Stock Division						Small Cap Value Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	451		$	386		$	175		$	(370	)
Net realized gains (losses)		3,418			6,823			17,984			30,096
Net change in unrealized appreciation/(depreciation)		6,599			(20,221	)		7,206			(76,413	)
Net increase (decrease) in net assets resulting from operations		10,468			(13,012	)		25,365			(46,687	)
Policy Transactions:
Policy owners’ net payments		1,349			1,488			4,347			4,839
Policy loans, surrenders and death benefits		(2,082	)		(780	)		(8,610	)		(3,805	)
Mortality and other (net)		(1,154	)		(1,142	)		(3,416	)		(3,685	)
Transfers from other divisions or sponsor		9,601			8,735			7,518			8,886
Transfers to other divisions or sponsor		(6,351	)		(5,612	)		(11,315	)		(8,650	)
Net increase (decrease) in net assets resulting from contract transactions		1,363			2,689			(11,476	)		(2,415	)
Net increase (decrease) in net assets		11,831			(10,323	)		13,889			(49,102	)
Net Assets:
Beginning of period		67,300			77,623			198,716			247,818
End of period	$	79,131		$	67,300		$	212,605		$	198,716
Units issued during the period		3,099			2,977			2,142			2,840
Units redeemed during the period		(2,812	)		(2,095	)		(4,224	)		(3,170	)
Net units issued (redeemed) during period		287			882			(2,082	)		(330	)
	International Growth Division						Research International Core Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	603		$	178		$	913		$	1,142
Net realized gains (losses)		6,116			15,357			1,906			4,003
Net change in unrealized appreciation/(depreciation)		18,490			(54,266	)		5,357			(18,449	)
Net increase (decrease) in net assets resulting from operations		25,209			(38,731	)		8,176			(13,304	)
Policy Transactions:
Policy owners’ net payments		3,195			4,181			1,213			1,358
Policy loans, surrenders and death benefits		(4,667	)		(3,265	)		(2,008	)		(1,584	)
Mortality and other (net)		(2,495	)		(2,224	)		(1,230	)		(1,116	)
Transfers from other divisions or sponsor		11,108			8,383			14,193			13,258
Transfers to other divisions or sponsor		(10,287	)		(9,050	)		(10,432	)		(10,349	)
Net increase (decrease) in net assets resulting from contract transactions		(3,146	)		(1,975	)		1,736			1,567
Net increase (decrease) in net assets		22,063			(40,706	)		9,912			(11,737	)
Net Assets:
Beginning of period		125,440			166,146			64,675			76,412
End of period	$	147,503		$	125,440		$	74,587		$	64,675
Units issued during the period		3,655			3,132			4,888			4,936
Units redeemed during the period		(4,318	)		(3,631	)		(3,783	)		(3,992	)
Net units issued (redeemed) during period		(663	)		(499	)		1,105			944

The Accompanying Notes are an Integral Part of the Financial Statements.

F-15

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	International Equity Division						Emerging Markets Equity Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	13,467		$	9,440		$	1,259		$	582
Net realized gains (losses)		(5,082	)		10,616			(560	)		5,939
Net change in unrealized appreciation/(depreciation)		65,891			(57,459	)		3,788			(29,829	)
Net increase (decrease) in net assets resulting from operations		74,276			(37,403	)		4,487			(23,308	)
Policy Transactions:
Policy owners’ net payments		16,231			18,493			2,146			2,337
Policy loans, surrenders and death benefits		(20,415	)		(9,992	)		(2,003	)		(1,663	)
Mortality and other (net)		(9,566	)		(8,612	)		(1,141	)		(1,059	)
Transfers from other divisions or sponsor		19,403			13,315			13,327			11,996
Transfers to other divisions or sponsor		(16,742	)		(14,747	)		(11,559	)		(9,694	)
Net increase (decrease) in net assets resulting from contract transactions		(11,089	)		(1,543	)		770			1,917
Net increase (decrease) in net assets		63,187			(38,946	)		5,257			(21,391	)
Net Assets:
Beginning of period		481,121			520,067			69,449			90,840
End of period	$	544,308		$	481,121		$	74,706		$	69,449
Units issued during the period		10,289			10,331			9,722			8,441
Units redeemed during the period		(12,964	)		(10,474	)		(8,875	)		(7,081	)
Net units issued (redeemed) during period		(2,675	)		(143	)		847			1,360
	Government Money Market Division						Short-Term Bond Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	7,925		$	1,740		$	568		$	328
Net realized gains (losses)		2			3			(414	)		(72	)
Net change in unrealized appreciation/(depreciation)		-			-			1,476			(1,829	)
Net increase (decrease) in net assets resulting from operations		7,927			1,743			1,630			(1,573	)
Policy Transactions:
Policy owners’ net payments		37,704			39,432			495			948
Policy loans, surrenders and death benefits		(15,704	)		(9,485	)		(1,200	)		(898	)
Mortality and other (net)		(4,937	)		(4,657	)		(643	)		(567	)
Transfers from other divisions or sponsor		50,145			65,248			10,399			12,778
Transfers to other divisions or sponsor		(75,858	)		(79,609	)		(9,239	)		(9,265	)
Net increase (decrease) in net assets resulting from contract transactions		(8,650	)		10,929			(188	)		2,996
Net increase (decrease) in net assets		(723	)		12,672			1,442			1,423
Net Assets:
Beginning of period		184,703			172,031			33,476			32,053
End of period	$	183,980		$	184,703		$	34,918		$	33,476
Units issued during the period		49,139			60,130			8,008			7,410
Units redeemed during the period		(53,123	)		(57,189	)		(7,529	)		(5,099	)
Net units issued (redeemed) during period		(3,984	)		2,941			479			2,311

The Accompanying Notes are an Integral Part of the Financial Statements.

F-16

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Select Bond Division						Long-Term U.S. Government Bond Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	5,769		$	3,459		$	390		$	170
Net realized gains (losses)		(2,214	)		(871	)		(2,767	)		(1,993	)
Net change in unrealized appreciation/(depreciation)		11,222			(42,485	)		3,143			(3,331	)
Net increase (decrease) in net assets resulting from operations		14,777			(39,897	)		766			(5,154	)
Policy Transactions:
Policy owners’ net payments		7,466			9,489			540			538
Policy loans, surrenders and death benefits		(8,786	)		(6,748	)		(72	)		(329	)
Mortality and other (net)		(4,548	)		(3,942	)		(298	)		(274	)
Transfers from other divisions or sponsor		33,632			21,392			14,289			5,275
Transfers to other divisions or sponsor		(23,130	)		(19,179	)		(5,973	)		(3,788	)
Net increase (decrease) in net assets resulting from contract transactions		4,634			1,012			8,486			1,422
Net increase (decrease) in net assets		19,411			(38,885	)		9,252			(3,732	)
Net Assets:
Beginning of period		252,739			291,624			13,115			16,847
End of period	$	272,150		$	252,739		$	22,367		$	13,115
Units issued during the period		9,015			6,830			4,740			3,329
Units redeemed during the period		(8,280	)		(7,043	)		(2,818	)		(2,372	)
Net units issued (redeemed) during period		735			(213	)		1,922			957
	Inflation Protection Division						High Yield Bond Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	757		$	579		$	5,954		$	5,893
Net realized gains (losses)		(530	)		705			(589	)		(953	)
Net change in unrealized appreciation/(depreciation)		355			(4,282	)		8,214			(19,481	)
Net increase (decrease) in net assets resulting from operations		582			(2,998	)		13,579			(14,541	)
Policy Transactions:
Policy owners’ net payments		169			586			2,323			2,820
Policy loans, surrenders and death benefits		(750	)		(653	)		(3,427	)		(3,369	)
Mortality and other (net)		(330	)		(369	)		(2,151	)		(2,109	)
Transfers from other divisions or sponsor		3,628			7,680			8,005			9,627
Transfers to other divisions or sponsor		(5,022	)		(9,227	)		(5,821	)		(12,850	)
Net increase (decrease) in net assets resulting from contract transactions		(2,305	)		(1,983	)		(1,071	)		(5,881	)
Net increase (decrease) in net assets		(1,723	)		(4,981	)		12,508			(20,422	)
Net Assets:
Beginning of period		18,178			23,159			107,706			128,128
End of period	$	16,455		$	18,178		$	120,214		$	107,706
Units issued during the period		1,977			3,573			2,005			1,946
Units redeemed during the period		(3,256	)		(4,965	)		(2,133	)		(2,455	)
Net units issued (redeemed) during period		(1,279	)		(1,392	)		(128	)		(509	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-17

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Multi-Sector Bond Division						Balanced Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	1,132		$	1,948		$	6,088		$	12,915
Net realized gains (losses)		(1,072	)		(871	)		12,358			26,235
Net change in unrealized appreciation/(depreciation)		4,754			(10,963	)		27,472			(104,331	)
Net increase (decrease) in net assets resulting from operations		4,814			(9,886	)		45,918			(65,181	)
Policy Transactions:
Policy owners’ net payments		839			1,539			9,764			11,313
Policy loans, surrenders and death benefits		(2,120	)		(1,201	)		(14,147	)		(10,110	)
Mortality and other (net)		(966	)		(921	)		(9,050	)		(9,461	)
Transfers from other divisions or sponsor		11,604			13,456			8,680			6,851
Transfers to other divisions or sponsor		(9,853	)		(14,032	)		(10,801	)		(6,532	)
Net increase (decrease) in net assets resulting from contract transactions		(496	)		(1,159	)		(15,554	)		(7,939	)
Net increase (decrease) in net assets		4,318			(11,045	)		30,364			(73,120	)
Net Assets:
Beginning of period		52,594			63,639			377,111			450,231
End of period	$	56,912		$	52,594		$	407,475		$	377,111
Units issued during the period		5,612			4,928			2,840			3,410
Units redeemed during the period		(5,696	)		(5,206	)		(3,916	)		(3,869	)
Net units issued (redeemed) during period		(84	)		(278	)		(1,076	)		(459	)
	Asset Allocation Division						Fidelity VIP Mid Cap Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	884		$	1,366		$	342		$	136
Net realized gains (losses)		2,833			3,572			6,159			14,652
Net change in unrealized appreciation/(depreciation)		4,033			(14,915	)		21,581			(50,724	)
Net increase (decrease) in net assets resulting from operations		7,750			(9,977	)		28,082			(35,936	)
Policy Transactions:
Policy owners’ net payments		1,364			1,521			4,273			5,226
Policy loans, surrenders and death benefits		(2,389	)		(1,554	)		(7,020	)		(4,209	)
Mortality and other (net)		(1,165	)		(1,146	)		(3,570	)		(3,563	)
Transfers from other divisions or sponsor		1,063			595			9,680			8,808
Transfers to other divisions or sponsor		(2,132	)		(1,061	)		(11,753	)		(11,159	)
Net increase (decrease) in net assets resulting from contract transactions		(3,259	)		(1,645	)		(8,390	)		(4,897	)
Net increase (decrease) in net assets		4,491			(11,622	)		19,692			(40,833	)
Net Assets:
Beginning of period		54,211			65,833			198,105			238,938
End of period	$	58,702		$	54,211		$	217,797		$	198,105
Units issued during the period		924			900			1,566			1,657
Units redeemed during the period		(1,553	)		(1,426	)		(2,578	)		(2,144	)
Net units issued (redeemed) during period		(629	)		(526	)		(1,012	)		(487	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-18

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	Fidelity VIP Contrafund Division						AMT Sustainable Equity Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	59		$	58		$	(3	)	$	5
Net realized gains (losses)		5,332			4,959			362			987
Net change in unrealized appreciation/(depreciation)		16,664			(30,468	)		1,586			(2,790	)
Net increase (decrease) in net assets resulting from operations		22,055			(25,451	)		1,945			(1,798	)
Policy Transactions:
Policy owners’ net payments		1,666			1,853			113			185
Policy loans, surrenders and death benefits		(3,717	)		(1,639	)		(352	)		(9	)
Mortality and other (net)		(1,451	)		(1,288	)		(163	)		(146	)
Transfers from other divisions or sponsor		13,268			9,535			2,668			2,407
Transfers to other divisions or sponsor		(10,749	)		(10,897	)		(2,729	)		(2,436	)
Net increase (decrease) in net assets resulting from contract transactions		(983	)		(2,436	)		(463	)		1
Net increase (decrease) in net assets		21,072			(27,887	)		1,482			(1,797	)
Net Assets:
Beginning of period		68,137			96,024			7,724			9,521
End of period	$	89,209		$	68,137		$	9,206		$	7,724
Units issued during the period		2,990			2,000			375			331
Units redeemed during the period		(2,946	)		(2,741	)		(484	)		(338	)
Net units issued (redeemed) during period		44			(741	)		(109	)		(7	)
	U.S. Strategic Equity Division						U.S. Small Cap Equity Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	1,022		$	481		$	307		$	(276	)
Net realized gains (losses)		9,490			23,062			2,022			4,081
Net change in unrealized appreciation/(depreciation)		51,550			(90,770	)		12,168			(26,155	)
Net increase (decrease) in net assets resulting from operations		62,062			(67,227	)		14,497			(22,350	)
Policy Transactions:
Policy owners’ net payments		4,086			5,266			2,501			3,131
Policy loans, surrenders and death benefits		(9,276	)		(5,052	)		(3,657	)		(2,211	)
Mortality and other (net)		(4,621	)		(4,490	)		(2,045	)		(2,046	)
Transfers from other divisions or sponsor		2,672			2,429			3,324			2,743
Transfers to other divisions or sponsor		(5,332	)		(3,762	)		(4,175	)		(3,595	)
Net increase (decrease) in net assets resulting from contract transactions		(12,471	)		(5,609	)		(4,052	)		(1,978	)
Net increase (decrease) in net assets		49,591			(72,836	)		10,445			(24,328	)
Net Assets:
Beginning of period		246,238			319,074			112,899			137,227
End of period	$	295,829		$	246,238		$	123,344		$	112,899
Units issued during the period		2,648			3,301			1,549			1,680
Units redeemed during the period		(6,157	)		(4,759	)		(2,476	)		(2,053	)
Net units issued (redeemed) during period		(3,509	)		(1,458	)		(927	)		(373	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-19

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	International Developed Markets Division						Strategic Bond Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	1,199		$	(538	)	$	1,992		$	1,663
Net realized gains (losses)		234			1,684			(1,682	)		(588	)
Net change in unrealized appreciation/(depreciation)		18,432			(20,709	)		2,470			(14,276	)
Net increase (decrease) in net assets resulting from operations		19,865			(19,563	)		2,780			(13,201	)
Policy Transactions:
Policy owners’ net payments		3,885			4,383			2,179			2,533
Policy loans, surrenders and death benefits		(4,183	)		(2,655	)		(3,782	)		(1,062	)
Mortality and other (net)		(2,473	)		(2,254	)		(1,528	)		(1,462	)
Transfers from other divisions or sponsor		9,415			8,846			13,772			11,587
Transfers to other divisions or sponsor		(9,057	)		(7,674	)		(11,112	)		(11,684	)
Net increase (decrease) in net assets resulting from contract transactions		(2,413	)		646			(471	)		(88	)
Net increase (decrease) in net assets		17,452			(18,917	)		2,309			(13,289	)
Net Assets:
Beginning of period		127,065			145,982			77,588			90,877
End of period	$	144,517		$	127,065		$	79,897		$	77,588
Units issued during the period		4,416			4,855			3,127			3,350
Units redeemed during the period		(5,424	)		(4,599	)		(3,550	)		(3,283	)
Net units issued (redeemed) during period		(1,008	)		256			(423	)		67
	Global Real Estate Securities Division						LifePoints Moderate Strategy Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	2,116		$	1,442		$	90		$	117
Net realized gains (losses)		2,474			2,628			(148	)		81
Net change in unrealized appreciation/(depreciation)		10,391			(60,912	)		855			(1,788	)
Net increase (decrease) in net assets resulting from operations		14,981			(56,842	)		797			(1,590	)
Policy Transactions:
Policy owners’ net payments		4,732			5,123			180			231
Policy loans, surrenders and death benefits		(6,050	)		(3,012	)		(519	)		(49	)
Mortality and other (net)		(2,722	)		(2,977	)		(176	)		(177	)
Transfers from other divisions or sponsor		9,131			10,628			517			216
Transfers to other divisions or sponsor		(10,629	)		(9,686	)		(780	)		(1,300	)
Net increase (decrease) in net assets resulting from contract transactions		(5,538	)		76			(778	)		(1,079	)
Net increase (decrease) in net assets		9,443			(56,766	)		19			(2,669	)
Net Assets:
Beginning of period		153,381			210,147			7,811			10,480
End of period	$	162,824		$	153,381		$	7,830		$	7,811
Units issued during the period		2,165			2,529			406			274
Units redeemed during the period		(3,178	)		(2,527	)		(1,002	)		(675	)
Net units issued (redeemed) during period		(1,013	)		2			(596	)		(401	)

The Accompanying Notes are an Integral Part of the Financial Statements.

F-20

Statements of Changes in Net Assets

Northwestern Mutual Variable Life Account

(in thousands)

	LifePoints Balanced Strategy Division						LifePoints Growth Strategy Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	226		$	319		$	79		$	199
Net realized gains (losses)		(493	)		387			(556	)		872
Net change in unrealized appreciation/(depreciation)		3,263			(5,374	)		3,858			(5,931	)
Net increase (decrease) in net assets resulting from operations		2,996			(4,668	)		3,381			(4,860	)
Policy Transactions:
Policy owners’ net payments		261			650			552			526
Policy loans, surrenders and death benefits		(1,313	)		(1,107	)		(1,258	)		(172	)
Mortality and other (net)		(526	)		(505	)		(442	)		(460	)
Transfers from other divisions or sponsor		995			1,123			1,064			442
Transfers to other divisions or sponsor		(760	)		(1,763	)		(4,086	)		(665	)
Net increase (decrease) in net assets resulting from contract transactions		(1,343	)		(1,602	)		(4,170	)		(329	)
Net increase (decrease) in net assets		1,653			(6,270	)		(789	)		(5,189	)
Net Assets:
Beginning of period		22,116			28,386			22,181			27,370
End of period	$	23,769		$	22,116		$	21,392		$	22,181
Units issued during the period		920			942			730			579
Units redeemed during the period		(1,521	)		(1,492	)		(3,036	)		(639	)
Net units issued (redeemed) during period		(601	)		(550	)		(2,306	)		(60	)
	LifePoints Equity Growth Strategy Division						Credit Suisse Trust Commodity Return Strategy Division
	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2022
Operations:
Net investment income (loss)	$	24		$	86		$	7,922		$	6,880
Net realized gains (losses)		28			430			(1,370	)		502
Net change in unrealized appreciation/(depreciation)		1,816			(2,701	)		(10,409	)		(1,871	)
Net increase (decrease) in net assets resulting from operations		1,868			(2,185	)		(3,857	)		5,511
Policy Transactions:
Policy owners’ net payments		301			331			877			1,198
Policy loans, surrenders and death benefits		(78	)		(5	)		(1,116	)		(851	)
Mortality and other (net)		(153	)		(153	)		(654	)		(824	)
Transfers from other divisions or sponsor		332			531			7,491			15,515
Transfers to other divisions or sponsor		(646	)		(663	)		(9,849	)		(13,944	)
Net increase (decrease) in net assets resulting from contract transactions		(244	)		41			(3,251	)		1,094
Net increase (decrease) in net assets		1,624			(2,144	)		(7,108	)		6,605
Net Assets:
Beginning of period		9,924			12,068			42,447			35,842
End of period	$	11,548		$	9,924		$	35,339		$	42,447
Units issued during the period		275			235			1,376			2,042
Units redeemed during the period		(313	)		(144	)		(1,752	)		(1,994	)
Net units issued (redeemed) during period		(38	)		91			(376	)		48

The Accompanying Notes are an Integral Part of the Financial Statements.

F-21

NOTES TO FINANCIAL STATEMENTS

1. Organization

Northwestern Mutual Variable Life Account (“the Account”) is registered as a unit investment trust under the Investment Company Act of 1940 and is a segregated asset account of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual” or “sponsor”) used to fund variable life insurance policies (“the Policies”).

All assets of each Division of the Account are invested in shares of the corresponding Portfolio of Northwestern Mutual Series Fund, Inc., Fidelity Variable Insurance Products Fund, Neuberger Berman Advisers Management Trust, Russell Investment Funds and Credit Suisse Trust (collectively known as “the Funds”). The Funds are open-end investment companies registered under the Investment Company Act of 1940. The financial statements for the Funds should be read in conjunction with the financial statements of the Divisions. Each Division of the Account indirectly bears exposure to the market, credit and liquidity risks of the Fund in which it invests.

New sales of the Policies which invest in the Account were discontinued for Variable CompLife, Variable Executive Life, and Variable Joint Life policies in 2008; Variable Life was discontinued in 1995. However, premium payments made by policyowners existing at that date will continue to be recorded by the Account.

2. Significant Accounting Policies

A. Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.

B. Investment Valuation – The shares are valued at the Funds’ offering and redemption prices per share. As of December 31, 2023, all of the Account’s investments are identified as Level 1 securities for valuation purposes under the Fair Value Measurements and Disclosure Topic of the FASB Accounting Standards Codification. Level 1 fair value is determined by unadjusted quoted prices in active markets for identical securities. Level 2 fair value is determined by other significant observable inputs (including quoted prices for similar securities). Level 3 fair value is determined by significant unobservable inputs (including the Account’s own assumptions in determining fair value). All changes in fair value are recorded as change in unrealized appreciation/(depreciation) of investments during the period in the statements of operations of the applicable Division.

C. Investment Income, Securities Transactions and Policy Dividends – Transactions in the Funds’ shares are accounted for on the trade date. The basis for determining cost on sale of the Funds’ shares is identified cost. Dividend income and distributions of net realized gains from the Funds are reinvested in additional shares of the respective portfolios of the Funds and are recorded on the ex–date of the dividends. The Policies are eligible to receive policy dividends from Northwestern Mutual. Any policy dividends reinvested in the Account are reflected in Policyowners’ net payments in the accompanying financial statements.

D. Due to Participants – Upon notification of death of the policyowner, a liability is recorded and is included in Due to Participants in the accompanying financial statements.

E. Taxes – Northwestern Mutual is taxed as a “life insurance company” under the Internal Revenue Code. The Policies, which are funded in the Account, are taxed as part of the operations of Northwestern Mutual. The Policies provide that a charge for taxes may be made against the assets of the Account. Currently, for Variable Life policies issued

F-22

NOTES TO FINANCIAL STATEMENTS

before October 11, 1995, Northwestern Mutual charges the Account at an annual rate of 0.05% of the Account’s net assets and reserves the right to increase, decrease or eliminate the charge for taxes in the future. Currently, for Variable CompLife policies issued on or after October 11, 1995, Variable Executive Life policies issued on or after March 2, 1998, and Variable Joint Life policies issued on or after December 10, 1998, there is no charge being made against the assets of the Account for federal income taxes, but Northwestern Mutual reserves the right to charge for taxes in the future.

F. Premium Payments – For Variable Life and Variable CompLife policies, the Account is credited for the policyowners’ net annual premiums at the respective policy anniversary dates regardless of when policyowners actually pay their premiums. Northwestern Mutual’s equity represents any unpaid portion of net annual premiums.

3. Purchases and Sales of Investments

Purchases and sales of the Funds’ shares for the year ended December 31, 2023 were as follows (amounts in thousands):

Fund Name	Purchases			Sales
Growth Stock Division	$	14,676		$	39,671
Focused Appreciation Division		39,222			21,853
Large Cap Core Stock Division		43,457			26,258
Large Cap Blend Division		3,240			2,113
Index 500 Stock Division		93,495			128,010
Large Company Value Division		10,283			6,974
Domestic Equity Division		21,660			22,737
Equity Income Division		21,471			15,088
Mid Cap Growth Stock Division		12,441			34,595
Index 400 Stock Division		36,781			29,759
Mid Cap Value Division		17,961			10,278
Small Cap Growth Stock Division		9,316			22,791
Index 600 Stock Division		11,124			6,424
Small Cap Value Division		21,591			19,323
International Growth Division		12,079			11,569
Research International Core Division		8,617			4,618
International Equity Division		34,384			31,795
Emerging Markets Equity Division		8,761			6,701
Government Money Market Division		53,197			54,534
Short-Term Bond Division		8,604			8,216
Select Bond Division		29,873			19,354
Long-Term U.S. Government Bond Division		13,359			4,481
Inflation Protection Bond Division		3,061			4,586
High Yield Bond Division		13,093			8,219
Multi-Sector Bond Division		9,055			8,410
Balanced Division		34,756			29,427
Asset Allocation Division		6,443			5,447
Fidelity VIP Mid Cap Division		12,927			15,351
Fidelity VIP Contrafund Division		11,778			9,894
AMT Sustainable Equity Division		1,009			1,302
U.S. Strategic Equity Division		12,066			17,616
U.S. Small Cap Equity Division		4,962			7,900
International Developed Markets Division		8,893			9,273
Strategic Bond Division		10,825			9,034

F-23

NOTES TO FINANCIAL STATEMENTS

Fund Name	Purchases			Sales
Global Real Estate Securities Division	$	7,980		$	11,374
LifePoints Moderate Strategy Division		854			1,541
LifePoints Balanced Strategy Division		1,916			2,933
LifePoints Growth Strategy Division		1,879			5,780
LifePoints Equity Growth Strategy Division		709			830
Credit Suisse Trust Commodity Return Strategy Division		11,368			6,727

4. Expenses and Related Party Transactions

A deduction for mortality and expense risks is paid to Northwestern Mutual. Mortality risk is the risk that insureds may not live as long as estimated. Expense risk is the risk that expenses of issuing and administering the Policies may exceed the estimated costs.

For Variable Life and Variable CompLife policies, the deduction is determined daily at an annual rate of 0.50% and 0.45%, respectively, of the net assets of the Account. These charges are reflected as a reduction in invested assets and are included in Mortality and expense risk charges on the statements of operations.

A deduction for the mortality and expense risks for Variable Executive Life policies is determined monthly at an annual rate of 0.48% of the amount invested in the Account for the Policy for the first ten Policy years, and 0.05% thereafter for policies with the Cash Value Amendment, or 0.03% thereafter for the policies without the Cash Value Amendment.

A deduction for the mortality and expense risks for Variable Joint Life policies is determined monthly at an annual rate of 0.00% of the amount invested in the Account. Additional Variable Joint Life mortality and expense risks deductions are determined annually and are paid to Northwestern Mutual for the first ten Policy years based on the age of the insured individuals at the time the policy was issued.

Additional mortality costs are deducted from the Policies annually for Variable Life and Variable CompLife policies, and monthly for Variable Executive Life and Variable Joint Life policies and are paid to Northwestern Mutual to cover the cost of providing insurance protection. For Variable Life and Variable CompLife policies, this cost is actuarially calculated based upon the insured’s age, the 1980 Commissioners Standard Ordinary Mortality Table and the amount of insurance provided under the policy. For Variable Executive Life and Variable Joint Life policies, the cost reflects expected mortality costs based upon actual experience.

Certain deductions are also made from the annual, single or other premiums before amounts are allocated to the Account. These deductions are for sales load, administrative expenses, taxes and a risk charge for the guaranteed minimum death benefit among other charges which are detailed in the Prospectus.

Mortality and expense risks deductions for Variable Executive Life and Variable Joint Life policies, as well as the noted additional mortality costs and other deductions for each of the products are reflected as a reduction in units and are included in Mortality and other in the accompanying financial statements.

5. Subsequent Events

Management has determined that no subsequent events have occurred that would require recognition in the financial statements.

F-24

NOTES TO FINANCIAL STATEMENTS

6. Financial Highlights

	As of the respective period end date:									For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Lowest to Highest					Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest (1)	Total Return, Lowest to Highest (1)
Growth Stock Division
2023		62,289	$	9.715054	to	$	139.569955	$	679,203		0.04	%	0.00% to 0.55%		48.88		%	to	49.69		%
2022		64,650		6.519135	to		93.238655		473,553		0.00		0.00 to 0.55		(39.03	)		to	(38.70	)
2021		66,254		10.682204	to		152.095850		795,331		0.00	(2)	0.00 to 0.55		16.03			to	16.67
2020		68,670		9.197199	to		130.365531		712,534		0.63		0.00 to 0.55		34.23			to	34.97
2019		70,191		6.844781	to		96.585761		545,267		0.66		0.00 to 0.55		28.98			to	29.68
Focused Appreciation Division
2023		28,055	$	10.737553	to	$	118.287914	$	349,208		0.00	%	0.00% to 0.55%		50.17		%	to	50.99		%
2022		28,008		7.143158	to		78.340181		233,133		0.01		0.00 to 0.55		(28.22	)		to	(27.83	)
2021		27,874		9.941660	to		108.543824		325,573		0.16		0.00 to 0.55		18.25			to	18.90
2020		28,885		8.398901	to		91.289389		284,762		0.55		0.00 to 0.55		31.82			to	32.55
2019		29,318		6.365138	to		68.873586		219,819		0.64		0.00 to 0.55		31.25			to	31.97
Large Cap Core Stock Division
2023		50,950	$	7.202222	to	$	102.503654	$	426,862		1.02	%	0.00% to 0.55%		25.10		%	to	25.78		%
2022		53,054		5.751529	to		81.491845		355,131		0.88		0.00 to 0.55		(19.32	)		to	(18.88	)
2021		54,107		7.122039	to		100.458713		450,424		0.80		0.00 to 0.55		24.42			to	25.10
2020		55,805		5.718617	to		80.301917		373,477		1.12		0.00 to 0.55		22.07			to	22.74
2019		58,418		4.680129	to		65.424142		319,366		1.20		0.00 to 0.55		30.47			to	31.19
Large Cap Blend Division
2023		4,550	$	3.236553	to	$	28.807476	$	16,033		0.83	%	0.00% to 0.55%		19.95		%	to	20.61		%
2022		4,634		2.695547	to		23.885115		13,499		0.63		0.00 to 0.55		(14.25	)		to	(13.78	)
2021		4,736		3.140250	to		27.701179		16,050		0.66		0.00 to 0.55		17.81			to	18.46
2020		4,823		2.662920	to		23.385328		13,770		5.08		0.00 to 0.55		9.45			to	10.05
2019		4,966		2.430590	to		21.249241		13,260		1.12		0.00 to 0.55		23.29			to	23.97
Index 500 Stock Division
2023		162,348	$	11.668915	to	$	278.486028	$	2,271,641		1.34	%	0.00% to 0.55%		25.36		%	to	26.04		%
2022		167,629		9.299270	to		220.942531		1,870,369		1.25		0.00 to 0.55		(18.73	)		to	(18.28	)
2021		170,564		11.431009	to		270.376034		2,339,036		1.22		0.00 to 0.55		27.75			to	28.45
2020		175,531		8.939275	to		210.492951		1,905,123		1.63		0.00 to 0.55		17.53			to	18.18
2019		181,559		7.598098	to		178.109105		1,676,771		1.61		0.00 to 0.55		30.46			to	31.18
Large Company Value Division
2023		9,039	$	2.968510	to	$	25.998412	$	30,273		3.37	%	0.00% to 0.55%		3.23		%	to	3.80		%
2022		9,382		2.872695	to		25.046912		30,764		3.24		0.00 to 0.55		(0.88	)		to	(0.34	)
2021		7,786		2.895333	to		25.131615		25,883		1.13		0.00 to 0.55		21.25			to	21.92
2020		6,285		2.385488	to		20.613433		17,426		2.21		0.00 to 0.55		2.07			to	2.64
2019		5,997		2.334690	to		20.083819		15,613		2.21		0.00 to 0.55		26.96			to	27.66
Domestic Equity Division
2023		50,794	$	3.933303	to	$	43.787653	$	228,018		1.88	%	0.00% to 0.55%		3.15		%	to	3.71		%
2022		54,227		3.809453	to		42.219400		235,740		1.69		0.00 to 0.55		(3.52	)		to	(2.99	)
2021		55,120		3.944337	to		43.518946		248,417		1.81		0.00 to 0.55		22.04			to	22.71
2020		57,688		3.228727	to		35.463950		212,896		2.11		0.00 to 0.55		0.18			to	0.73
2019		60,393		3.219819	to		35.207252		223,783		1.83		0.00 to 0.55		20.11			to	20.77
Equity Income Division
2023		27,369	$	4.960639	to	$	54.647956	$	156,271		2.43	%	0.00% to 0.55%		9.09		%	to	9.68		%
2022		28,791		4.542924	to		49.822897		151,849		2.03		0.00 to 0.55		(3.75	)		to	(3.22	)
2021		28,790		4.715128	to		51.480302		157,227		2.06		0.00 to 0.55		25.01			to	25.70
2020		29,859		3.767909	to		40.954303		129,823		4.65		0.00 to 0.55		0.65			to	1.20
2019		31,552		3.739921	to		40.467475		137,255		2.29		0.00 to 0.55		25.92			to	26.61

⁽¹⁾ Total return includes deductions for management and other expenses; it excludes deductions for sales loads and other charges, which are a reduction in units. The expense ratios further reflect only those expenses which impact total return. For additional information regarding all expenses assessed, refer to the accompanying notes.

⁽²⁾ Ratio is less than 0.005%

F-25

NOTES TO FINANCIAL STATEMENTS

	As of the respective period end date:									For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Lowest to Highest					Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest (1)	Total Return, Lowest to Highest (1)
Mid Cap Growth Stock Division
2023		76,810	$	6.457239	to	$	187.130343	$	587,750		0.24	%	0.00% to 0.55%		14.33		%	to	14.96		%
2022		79,592		5.642367	to		162.785136		533,506		0.15		0.00 to 0.55		(24.18	)		to	(23.77	)
2021		81,344		7.434766	to		213.536458		718,962		0.15		0.00 to 0.55		9.58			to	10.18
2020		83,987		6.778346	to		193.811117		676,705		0.28		0.00 to 0.55		24.72			to	25.41
2019		87,172		5.429275	to		154.540637		562,896		0.18		0.00 to 0.55		32.29			to	33.01
Index 400 Stock Division
2023		52,231	$	7.926838	to	$	94.269524	$	460,526		1.30	%	0.00% to 0.55%		15.58		%	to	16.21		%
2022		54,077		6.851532	to		81.117713		411,869		1.09		0.00 to 0.55		(13.78	)		to	(13.31	)
2021		54,702		7.938833	to		93.570328		484,508		0.91		0.00 to 0.55		23.78			to	24.46
2020		56,416		6.407252	to		75.180406		403,628		1.38		0.00 to 0.55		12.75			to	13.37
2019		58,779		5.677085	to		66.313755		372,368		1.21		0.00 to 0.55		25.20			to	25.88
Mid Cap Value Division
2023		13,406	$	5.888402	to	$	64.869457	$	87,850		2.35	%	0.00% to 0.55%		5.68		%	to	6.26		%
2022		14,004		5.566271	to		61.046817		87,495		1.90		0.00 to 0.55		(1.69	)		to	(1.15	)
2021		13,753		5.656306	to		61.756931		86,629		1.15		0.00 to 0.55		22.60			to	23.27
2020		13,830		4.609170	to		50.098747		71,374		1.83		0.00 to 0.55		1.11			to	1.67
2019		14,896		4.554015	to		49.276848		76,441		1.61		0.00 to 0.55		28.50			to	29.21
Small Cap Growth Stock Division
2023		44,978	$	6.733604	to	$	91.769113	$	332,070		0.03	%	0.00% to 0.55%		17.71		%	to	18.36		%
2022		47,015		5.714778	to		77.536313		293,207		0.00		0.00 to 0.55		(28.88	)		to	(28.49	)
2021		47,947		8.027417	to		108.425869		420,423		0.02		0.00 to 0.55		3.54			to	4.11
2020		49,853		7.745486	to		104.149054		421,615		0.11		0.00 to 0.55		32.74			to	33.47
2019		51,995		5.829238	to		78.030714		330,603		0.10		0.00 to 0.55		34.95			to	35.69
Index 600 Stock Division
2023		21,550	$	3.210398	to	$	37.141211	$	79,131		1.06	%	0.00% to 0.55%		15.13		%	to	15.76		%
2022		21,263		2.785729	to		32.084276		67,300		0.99		0.00 to 0.55		(16.82	)		to	(16.37	)
2021		20,381		3.345869	to		38.363170		77,623		0.76		0.00 to 0.55		25.53			to	26.22
2020		19,313		2.662820	to		30.394793		58,712		1.79		0.00 to 0.55		10.32			to	10.93
2019		18,011		2.411252	to		27.399696		50,277		0.25		0.00 to 0.55		21.77			to	22.44
Small Cap Value Division
2023		32,239	$	5.867955	to	$	65.324744	$	212,605		0.52	%	0.00% to 0.55%		13.23		%	to	13.85		%
2022		34,321		5.177211	to		57.377496		198,716		0.26		0.00 to 0.55		(18.98	)		to	(18.53	)
2021		34,651		6.383645	to		70.431381		247,818		0.39		0.00 to 0.55		22.33			to	23.00
2020		35,490		5.213261	to		57.260960		207,859		0.51		0.00 to 0.55		8.69			to	9.29
2019		38,061		4.791826	to		52.395678		204,813		0.47		0.00 to 0.55		25.20			to	25.89
International Growth Division
2023		39,848	$	3.297025	to	$	36.704176	$	147,503		0.86	%	0.00% to 0.55%		20.11		%	to	20.77		%
2022		40,511		2.742354	to		30.392880		125,440		0.56		0.00 to 0.55		(23.55	)		to	(23.13	)
2021		41,010		3.583669	to		39.539175		166,146		0.53		0.00 to 0.55		15.28			to	15.92
2020		40,898		3.105508	to		34.110132		144,050		1.69		0.00 to 0.55		17.26			to	17.91
2019		41,418		2.645647	to		28.928599		122,981		1.25		0.00 to 0.55		34.07			to	34.80
Research International Core Division
2023		38,461	$	1.700288	to	$	16.866535	$	74,587		1.71	%	0.00% to 0.55%		12.33		%	to	12.95		%
2022		37,356		1.512130	to		14.933069		64,675		2.20		0.00 to 0.55		(17.61	)		to	(17.16	)
2021		36,412		1.833587	to		18.026460		76,412		1.14		0.00 to 0.55		11.46			to	12.07
2020		33,769		1.643464	to		16.084924		63,483		2.26		0.00 to 0.55		12.84			to	13.46
2019		32,749		1.454984	to		14.176293		53,645		1.66		0.00 to 0.55		27.55			to	28.25

⁽¹⁾ Total return includes deductions for management and other expenses; it excludes deductions for sales loads and other charges, which are a reduction in units. The expense ratios further reflect only those expenses which impact total return. For additional information regarding all expenses assessed, refer to the accompanying notes.

F-26

NOTES TO FINANCIAL STATEMENTS

	As of the respective period end date:									For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Lowest to Highest					Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest (1)	Total Return, Lowest to Highest (1)
International Equity Division
2023		117,302	$	4.016397	to	$	6.414223	$	544,308		3.03	%	0.00% to 0.55%		15.46		%	to	16.09		%
2022		119,977		3.475261	to		5.525225		481,121		2.40		0.00 to 0.55		(7.34	)		to	(6.83	)
2021		120,120		3.746814	to		5.930327		520,067		2.32		0.00 to 0.55		4.43			to	5.00
2020		120,453		3.584281	to		5.647675		499,784		3.58		0.00 to 0.55		(3.24	)		to	(2.71	)
2019		123,522		3.700743	to		5.804990		526,380		2.49		0.00 to 0.55		11.98			to	12.60
Emerging Markets Equity Division
2023		65,096	$	1.003863	to	$	12.445253	$	74,706		2.15	%	0.00% to 0.55%		6.33		%	to	6.91		%
2022		64,249		0.943204	to		11.640958		69,449		1.22		0.00 to 0.55		(25.69	)		to	(25.28	)
2021		62,889		1.267943	to		15.578805		90,840		0.51		0.00 to 0.55		(5.07	)		to	(4.55	)
2020		59,092		1.334398	to		16.321818		90,119		2.26		0.00 to 0.55		26.16			to	26.86
2019		57,970		1.056655	to		12.866468		69,251		1.11		0.00 to 0.55		19.94			to	20.60
Government Money Market Division
2023		89,421	$	1.642722	to	$	46.208287	$	183,980		4.72	%	0.00% to 0.55%		4.26		%	to	4.84		%
2022		93,405		1.573979	to		44.076838		184,703		1.37		0.00 to 0.55		0.81			to	1.36
2021		90,464		1.559755	to		43.483468		172,031		0.00	(2)	0.00 to 0.55		(0.54	)		to	0.01
2020		95,304		1.566628	to		43.480109		182,327		0.26		0.00 to 0.55		(0.24	)		to	0.31
2019		79,304		1.568812	to		43.345856		152,147		1.92		0.00 to 0.55		1.38			to	1.94
Short-Term Bond Division
2023		25,210	$	1.115105	to	$	14.012154	$	34,918		2.02	%	0.00% to 0.55%		4.69		%	to	5.26		%
2022		24,731		1.064107	to		13.311816		33,476		1.43		0.00 to 0.55		(5.04	)		to	(4.52	)
2021		22,420		1.119426	to		13.941366		32,053		1.76		0.00 to 0.55		(0.64	)		to	(0.10	)
2020		22,525		1.125573	to		13.954768		31,927		2.30		0.00 to 0.55		3.72			to	4.29
2019		22,993		1.084100	to		13.380170		30,340		2.05		0.00 to 0.55		3.81			to	4.38
Select Bond Division
2023		74,033	$	2.946270	to	$	242.814128	$	272,150		2.62	%	0.00% to 0.55%		5.61		%	to	6.19		%
2022		73,298		2.787014	to		228.662825		252,739		1.73		0.00 to 0.55		(13.80	)		to	(13.33	)
2021		73,511		3.230152	to		263.835613		291,624		2.09		0.00 to 0.55		(2.12	)		to	(1.59	)
2020		73,291		3.297004	to		268.089237		298,735		2.81		0.00 to 0.55		8.38			to	8.98
2019		70,958		3.038977	to		245.997917		266,601		2.77		0.00 to 0.55		8.06			to	8.65
Long-Term U.S. Government Bond Division
2023		11,414	$	1.273462	to	$	18.544732	$	22,367		2.34	%	0.00% to 0.55%		2.76		%	to	3.33		%
2022		9,492		1.238002	to		17.947739		13,115		1.69		0.00 to 0.55		(29.91	)		to	(29.53	)
2021		8,535		1.764661	to		25.468271		16,847		0.92		0.00 to 0.55		(5.89	)		to	(5.37	)
2020		9,845		1.873219	to		26.913884		19,772		1.66		0.00 to 0.55		16.73			to	17.37
2019		7,922		1.603184	to		22.930587		13,950		2.20		0.00 to 0.55		12.55			to	13.17
Inflation Protection Division
2023		11,348	$	1.216321	to	$	16.529226	$	16,455		4.74	%	0.00% to 0.55%		3.33		%	to	3.90		%
2022		12,627		1.175952	to		15.909250		18,178		3.25		0.00 to 0.55		(13.44	)		to	(12.96	)
2021		14,019		1.357159	to		18.278682		23,159		0.99		0.00 to 0.55		6.02			to	6.61
2020		9,384		1.278801	to		17.146141		15,242		2.12		0.00 to 0.55		8.97			to	9.57
2019		8,193		1.172363	to		15.648347		11,881		2.63		0.00 to 0.55		8.42			to	9.02
High Yield Bond Division
2023		21,697	$	4.882031	to	$	67.010934	$	120,214		5.71	%	0.00% to 0.55%		12.62		%	to	13.24		%
2022		21,825		4.330519	to		59.175445		107,706		5.65		0.00 to 0.55		(11.82	)		to	(11.33	)
2021		22,334		4.905909	to		66.738383		128,128		5.20		0.00 to 0.55		4.73			to	5.31
2020		22,827		4.679675	to		63.375613		122,455		5.82		0.00 to 0.55		6.06			to	6.64
2019		23,653		4.407984	to		59.428074		120,105		5.49		0.00 to 0.55		14.34			to	14.97

⁽¹⁾ Total return includes deductions for management and other expenses; it excludes deductions for sales loads and other charges, which are a reduction in units. The expense ratios further reflect only those expenses which impact total return. For additional information regarding all expenses assessed, refer to the accompanying notes.

⁽²⁾ Ratio is less than 0.005%

F-27

NOTES TO FINANCIAL STATEMENTS

	As of the respective period end date:									For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Lowest to Highest					Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest (1)	Total Return, Lowest to Highest (1)
Multi-Sector Bond Division
2023		33,680	$	1.465075	to	$	20.807544	$	56,912		2.52	%	0.00% to 0.55%		9.11		%	to	9.71		%
2022		33,764		1.341429	to		18.966369		52,594		4.03		0.00 to 0.55		(15.85	)		to	(15.39	)
2021		34,042		1.592560	to		22.416380		63,639		2.13		0.00 to 0.55		(0.62	)		to	(0.08	)
2020		33,262		1.600950	to		22.433485		61,825		4.14		0.00 to 0.55		5.55			to	6.13
2019		32,487		1.515308	to		21.138053		55,539		4.66		0.00 to 0.55		13.42			to	14.04
Balanced Division
2023		42,024	$	5.098384	to	$	289.897985	$	407,475		2.04	%	0.00% to 0.55%		12.45		%	to	13.07		%
2022		43,100		4.529277	to		256.387829		377,111		3.76		0.00 to 0.55		(14.60	)		to	(14.14	)
2021		43,559		5.298608	to		298.595878		450,231		2.46		0.00 to 0.55		6.97			to	7.56
2020		44,992		4.948376	to		277.610210		436,985		2.47		0.00 to 0.55		11.87			to	12.49
2019		45,747		4.418751	to		246.784874		400,553		2.30		0.00 to 0.55		17.28			to	17.92
Asset Allocation Division
2023		14,893	$	3.213505	to	$	35.773230	$	58,702		2.00	%	0.00% to 0.55%		14.61		%	to	15.24		%
2022		15,522		2.801154	to		31.043666		54,211		2.85		0.00 to 0.55		(15.30	)		to	(14.83	)
2021		16,048		3.303784	to		36.450275		65,833		2.20		0.00 to 0.55		9.85			to	10.45
2020		16,667		3.004653	to		33.001529		61,996		2.36		0.00 to 0.55		12.81			to	13.43
2019		17,417		2.660780	to		29.093477		57,278		2.23		0.00 to 0.55		20.42			to	21.08
Fidelity VIP Mid Cap Division
2023		24,386	$	7.881352	to	$	86.823851	$	217,797		0.60	%	0.00% to 0.55%		14.45		%	to	15.08		%
2022		25,398		6.879567	to		75.449401		198,105		0.51		0.00 to 0.55		(15.21	)		to	(14.74	)
2021		25,885		8.105508	to		88.496791		238,938		0.62		0.00 to 0.55		24.92			to	25.60
2020		26,549		6.482361	to		70.458211		195,199		0.62		0.00 to 0.55		17.42			to	18.07
2019		28,622		5.515184	to		59.676525		180,950		0.67		0.00 to 0.55		22.50			to	23.17
Fidelity VIP Contrafund Division
2023		19,358	$	3.928641	to	$	44.291798	$	89,209		0.50	%	0.00% to 0.55%		32.72		%	to	33.45		%
2022		19,314		2.957075	to		33.189569		68,137		0.51		0.00 to 0.55		(26.72	)		to	(26.31	)
2021		20,055		4.031040	to		45.041088		96,024		0.06		0.00 to 0.55		27.14			to	27.83
2020		20,337		3.167508	to		35.233871		75,874		0.22		0.00 to 0.55		29.74			to	30.46
2019		18,727		2.438969	to		27.008170		52,730		0.22		0.00 to 0.55		30.56			to	31.27
AMT Sustainable Equity Division
2023		2,176	$	3.412724	to	$	38.211229	$	9,206		0.34	%	0.00% to 0.55%		26.21		%	to	26.90		%
2022		2,285		2.701399	to		30.111716		7,724		0.44		0.00 to 0.55		(18.91	)		to	(18.47	)
2021		2,292		3.328113	to		36.931533		9,521		0.39		0.00 to 0.55		22.80			to	23.48
2020		2,052		2.707463	to		29.909730		7,378		0.64		0.00 to 0.55		18.91			to	19.56
2019		1,863		2.274699	to		25.016087		5,561		0.41		0.00 to 0.55		25.20			to	25.88
U.S. Strategic Equity Division
2023		70,851	$	3.690058	to	$	42.832166	$	295,829		0.79	%	0.00% to 0.55%		25.60		%	to	26.29		%
2022		74,360		2.934959	to		33.915304		246,238		0.60		0.00 to 0.55		(21.29	)		to	(20.86	)
2021		75,818		3.725106	to		42.853358		319,074		0.56		0.00 to 0.55		19.74			to	20.40
2020		79,892		3.107894	to		35.592905		280,202		0.45		0.00 to 0.55		23.16			to	23.84
2019		83,411		2.520964	to		28.741505		237,880		1.07		0.00 to 0.55		29.55			to	30.26
U.S. Small Cap Equity Division
2023		26,119	$	4.251668	to	$	50.617177	$	123,344		0.69	%	0.00% to 0.55%		12.99		%	to	13.61		%
2022		27,046		3.759233	to		44.554659		112,899		0.19		0.00 to 0.55		(16.41	)		to	(15.96	)
2021		27,419		4.493029	to		53.013410		137,227		0.25		0.00 to 0.55		25.10			to	25.79
2020		27,996		3.587903	to		42.144292		112,133		0.06		0.00 to 0.55		12.08			to	12.70
2019		29,197		3.197903	to		37.394611		104,692		0.56		0.00 to 0.55		22.40			to	23.07

⁽¹⁾ Total return includes deductions for management and other expenses; it excludes deductions for sales loads and other charges, which are a reduction in units. The expense ratios further reflect only those expenses which impact total return. For additional information regarding all expenses assessed, refer to the accompanying notes.

F-28

NOTES TO FINANCIAL STATEMENTS

	As of the respective period end date:									For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Lowest to Highest					Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest (1)	Total Return, Lowest to Highest (1)
International Developed Markets Division
2023		52,265	$	2.416218	to	$	27.400732	$	144,517		1.29	%	0.00% to 0.55%		15.63		%	to	16.26		%
2022		53,273		2.087569	to		23.567997		127,065		0.00		0.00 to 0.55		(13.52	)		to	(13.04	)
2021		53,017		2.411511	to		27.103303		145,982		2.54		0.00 to 0.55		12.04			to	12.66
2020		53,858		2.150242	to		24.058667		132,255		1.25		0.00 to 0.55		4.50			to	5.08
2019		55,727		2.055606	to		22.896522		131,391		2.62		0.00 to 0.55		19.07			to	19.72
Strategic Bond Division
2023		26,884	$	2.302100	to	$	25.595678	$	79,897		2.89	%	0.00% to 0.55%		3.45		%	to	4.02		%
2022		27,307		2.223157	to		24.607660		77,588		2.44		0.00 to 0.55		(14.75	)		to	(14.28	)
2021		27,240		2.605094	to		28.706174		90,877		0.91		0.00 to 0.55		(2.36	)		to	(1.82	)
2020		27,427		2.665278	to		29.237785		92,143		1.82		0.00 to 0.55		7.84			to	8.43
2019		27,416		2.469076	to		26.963899		88,249		2.75		0.00 to 0.55		8.60			to	9.19
Global Real Estate Securities Division
2023		27,979	$	5.200386	to	$	57.742240	$	162,824		1.79	%	0.00% to 0.55%		9.95		%	to	10.55		%
2022		28,992		4.725257	to		52.232355		153,381		1.27		0.00 to 0.55		(27.17	)		to	(26.77	)
2021		28,990		6.481448	to		71.324137		210,147		4.86		0.00 to 0.55		26.50			to	27.19
2020		29,299		5.118605	to		56.074809		168,688		1.53		0.00 to 0.55		(5.70	)		to	(5.18	)
2019		30,637		5.422414	to		59.135972		186,744		5.05		0.00 to 0.55		20.98			to	21.64
LifePoints Moderate Strategy Division
2023		3,182	$	1.524856	to	$	19.156108	$	7,830		1.55	%	0.00% to 0.55%		10.71		%	to	11.32		%
2022		3,778		1.375959	to		17.208370		7,811		1.79		0.00 to 0.55		(16.11	)		to	(15.65	)
2021		4,179		1.638637	to		20.401736		10,480		4.49		0.00 to 0.55		7.64			to	8.23
2020		3,611		1.520808	to		18.849922		7,655		2.02		0.00 to 0.55		5.82			to	6.40
2019		3,788		1.435781	to		17.716081		7,499		1.21		0.00 to 0.55		11.93			to	12.54
LifePoints Balanced Strategy Division
2023		9,735	$	1.772286	to	$	20.934448	$	23,769		1.40	%	0.00% to 0.55%		13.90		%	to	14.52		%
2022		10,336		1.554499	to		18.279960		22,116		1.75		0.00 to 0.55		(16.81	)		to	(16.35	)
2021		10,886		1.866741	to		21.853460		28,386		4.57		0.00 to 0.55		12.42			to	13.04
2020		11,081		1.658834	to		19.332571		25,051		1.18		0.00 to 0.55		7.06			to	7.65
2019		10,992		1.547882	to		17.958473		23,489		1.59		0.00 to 0.55		15.81			to	16.45
LifePoints Growth Strategy Division
2023		7,854	$	1.989033	to	$	21.906336	$	21,392		0.81	%	0.00% to 0.55%		17.32		%	to	17.96		%
2022		10,160		1.693764	to		18.571091		22,181		1.32		0.00 to 0.55		(17.66	)		to	(17.20	)
2021		10,220		2.054904	to		22.430026		27,370		4.75		0.00 to 0.55		16.80			to	17.44
2020		10,160		1.757555	to		19.098502		22,707		1.67		0.00 to 0.55		9.15			to	9.75
2019		10,998		1.608669	to		17.402048		23,337		0.70		0.00 to 0.55		17.42			to	18.06
LifePoints Equity Growth Strategy Division
2023		4,115	$	2.096774	to	$	21.082246	$	11,548		0.61	%	0.00% to 0.55%		18.87		%	to	19.52		%
2022		4,153		1.762210	to		17.639237		9,924		1.23		0.00 to 0.55		(18.13	)		to	(17.68	)
2021		4,062		2.150303	to		21.427646		12,068		5.29		0.00 to 0.55		18.96			to	19.61
2020		3,825		1.805853	to		17.914598		9,192		2.42		0.00 to 0.55		7.66			to	8.26
2019		5,785		1.675624	to		16.548015		12,286		0.23		0.00 to 0.55		19.43			to	20.09
Credit Suisse Trust Commodity Return Strategy Division
2023		5,172	$	6.345301	to	$	6.613791	$	35,339		21.29	%	0.00% to 0.55%		(9.39	)	%	to	(8.90	)	%
2022		5,548		6.964941	to		7.292246		42,447		15.73		0.00 to 0.55		15.71			to	16.34
2021		5,500		5.986523	to		6.295966		35,842		5.48		0.00 to 0.55		27.79			to	28.49
2020		4,556		4.659188	to		4.922044		23,053		5.73		0.00 to 0.55		(2.02	)		to	(1.48	)
2019		4,165		4.729147	to		5.018507		21,391		0.88		0.00 to 0.55		6.11			to	6.69

⁽¹⁾ Total return includes deductions for management and other expenses; it excludes deductions for sales loads and other charges, which are a reduction in units. The expense ratios further reflect only those expenses which impact total return. For additional information regarding all expenses assessed, refer to the accompanying notes.

F-29

The Northwestern Mutual

Life Insurance Company

Statutory Financial Statements and

Supplementary Information

December 31, 2023, 2022 and 2021

NM-1

Report of Independent Auditors

To the Board of Trustees of

The Northwestern Mutual Life Insurance Company

Opinions

We have audited the accompanying statutory financial statements of The Northwestern Mutual Life Insurance Company (the “Company”), which comprise the statutory statements of financial position as of December 31, 2023 and 2022 and the related statutory statements of operations, changes in surplus, and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “financial statements”).

Unmodified Opinion on Statutory Basis of Accounting

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in accordance with the accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin described in Note 1.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles section of our report, the accompanying financial statements do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2023 and 2022, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2023.

Basis for Opinions

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 1 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 1 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

PricewaterhouseCoopers LLP, 833 E. Michigan, Milwaukee, WI 53202

T: (414) 212 1600, www.pwc.com/us

NM-2

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with US GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Milwaukee, Wisconsin

February 13, 2024

NM-3

The Northwestern Mutual Life Insurance Company

Statutory Statements of Financial Position

(in millions)

	December 31,
	2023			2022
Assets:
Bonds	$	191,692		$	187,268
Mortgage loans		53,361			51,798
Policy loans		19,003			17,653
Common and preferred stocks		2,852			2,539
Real estate		2,877			2,906
Other investments		29,404			30,108
Cash and short-term investments		8,826			4,476
Total investments		308,015			296,748
Due and accrued investment income		2,429			2,262
Net deferred tax assets		2,372			2,109
Deferred premium and other assets		5,339			4,990
Admitted disallowed interest maintenance reserve		2,458			-
Separate account assets		38,216			34,281
Total assets	$	358,829		$	340,390
Liabilities and surplus:
Policy benefit reserves	$	253,960		$	242,443
Deposit funds		13,072			10,987
Policyowner dividends payable		7,370			6,820
Interest maintenance reserve		-			(212	)
Asset valuation reserve		7,885			7,176
Other liabilities		8,016			9,010
Separate account liabilities		38,216			34,281
Total liabilities		328,519			310,505
Surplus:
Surplus notes		4,485			4,480
Special surplus fund		2,458			-
Unassigned surplus		23,367			25,405
Total surplus		30,310			29,885
Total liabilities and surplus	$	358,829		$	340,390

The accompanying notes are an integral part of these statutory financial statements.

NM-4

The Northwestern Mutual Life Insurance Company

Statutory Statements of Operations

(in millions)

	For the years ended
	December 31,
	2023			2022			2021
Revenue:
Premiums	$	22,003		$	22,288		$	22,771
Net investment income		13,224			11,768			10,447
Other income		896			840			814
Total revenue		36,123			34,896			34,032
Benefits and expenses:
Benefit payments to policyowners and beneficiaries		12,818			11,707			12,022
Net additions to policy benefit reserves		11,973			12,224			12,736
Net transfers from separate accounts		(1,007	)		(490	)		(805	)
Total benefits		23,784			23,441			23,953
Commissions and operating expenses		4,216			4,158			4,048
Total benefits and expenses		28,000			27,599			28,001
Gain from operations before dividends and taxes		8,123			7,297			6,031
Policyowner dividends		7,371			6,833			6,522
Gain (loss) from operations before taxes		752			464			(491	)
Income tax expense (benefit)		5			(160	)		(1,166	)
Net gain from operations		747			624			675
Net realized capital (losses) gains		(36	)		288			303
Net income	$	711		$	912		$	978

The accompanying notes are an integral part of these statutory financial statements.

NM-5

The Northwestern Mutual Life Insurance Company

Statutory Statements of Changes in Surplus

(in millions)

	For the years ended
	December 31,
	2023			2022			2021
Beginning of year balance	$	29,885		$	29,283		$	24,957
Net income		711			912			978
Change in net unrealized capital gains and losses		117			(1,549	)		3,489
Change in net deferred tax assets		608			470			(476	)
Change in nonadmitted assets		(305	)		(71	)		(579	)
Change in asset valuation reserve		(709	)		557			(371	)
Change in surplus notes		5			5			902
Other surplus changes		(2	)		278			383
Net increase in surplus		425			602			4,326
End of year balance	$	30,310		$	29,885		$	29,283

The accompanying notes are an integral part of these statutory financial statements.

NM-6

The Northwestern Mutual Life Insurance Company

Statutory Statements of Cash Flows

(in millions)

	For the years ended December 31,
	2023			2022			2021
Cash flows from operating activities:
Premiums and other income received	$	15,560		$	16,296		$	17,146
Investment income received		11,466			10,456			10,345
Benefit and dividend payments to policyowners and beneficiaries		(12,301	)		(10,703	)		(10,983	)
Net transfers from separate accounts		968			446			771
Commissions, expenses and taxes paid		(3,558	)		(3,768	)		(3,542	)
Net cash provided by operating activities		12,135			12,727			13,737
Cash flows applied to investing activities:
Proceeds from investments sold or matured:
Bonds		36,091			40,363			53,499
Mortgage loans		4,025			3,368			2,868
Common and preferred stocks		403			2,241			2,741
Real estate		112			67			298
Other investments		1,995			4,536			4,213
Subtotal proceeds from investments		42,626			50,575			63,619
Cost of investments acquired:
Bonds		(40,581	)		(51,983	)		(65,845	)
Mortgage loans		(5,603	)		(6,679	)		(9,259	)
Common and preferred stocks		(356	)		(1,013	)		(1,083	)
Real estate		(77	)		(27	)		(247	)
Other investments		(4,213	)		(5,747	)		(4,303	)
Subtotal cost of investments acquired		(50,830	)		(65,449	)		(80,737	)
Net (outflows) inflows of policy loans		(1,107	)		(152	)		746
Net cash applied to investing activities		(9,311	)		(15,026	)		(16,372	)
Cash flows from financing and miscellaneous sources:
Surplus notes issuance		-			-			897
Net inflows on deposit-type contracts		1,713			2,239			2,877
Other cash applied		(187	)		750			(592	)
Net cash provided by financing and miscellaneous sources		1,526			2,989			3,182
Net increase in cash and short-term investments		4,350			690			547
Cash and short-term investments, beginning of year		4,476			3,786			3,239
Cash and short-term investments, end of year	$	8,826		$	4,476		$	3,786

The accompanying notes are an integral part of these statutory financial statements.

NM-7

The Northwestern Mutual Life Insurance Company

Statutory Statements of Cash Flows (supplemental)

(in millions)

	For the years ended
	December 31,
	2023		2022		2021
Supplemental disclosures of cash flow information
Non-cash operating, investing and financing and miscellaneous sources not included in the statutory statements of cash flows:
Operating:
Dividends used to pay premiums and loans	$	6,543	$	6,277	$	6,011
Capitalized interest and payment in-kind investment income		890		835		848
Other policyowner contract activity		380		345		299
Employee benefit and compensation plan expenses		200		178		80
Investing:
Bond refinancings and exchanges		1,787		2,257		3,065
Mortgage loan refinancings and transfers		788		1,343		573
Net asset transfers with affiliated entities		2,017		1,088		94
Net policy loan activity		359		316		335
Net premium loan activity		144		115		131
Common stock exchanges		13		9		4
Other invested asset exchanges		1,174		6		113
Real estate exchange		-		-		27
Financing and Miscellaneous:
Deposit-type contract deposits and interest credited		349		444		567
Discount on surplus notes		5		5		5

The accompanying notes are an integral part of these statutory financial statements.

NM-8

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

1. Basis of Presentation

The accompanying statutory financial statements include the accounts of The Northwestern Mutual Life Insurance Company (the Company). The Company offers life, annuity and disability insurance products to the personal, business and estate markets throughout the United States of America.

As part of an affiliated reinsurance agreement, the Company assumes the risks associated with the long-term care policies issued by its wholly-owned subsidiary, Northwestern Long Term Care Insurance Company (NLTC). See Note 9 for more information regarding reinsurance and its impacts on the Company’s statutory financial statements.

These statutory financial statements were prepared in accordance with accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (statutory basis of accounting or SAP), which are based on the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (NAIC). Financial statements prepared on the statutory basis of accounting differ from financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), primarily because on a GAAP basis: (1) certain policy acquisition costs are deferred and amortized, (2) most bond and preferred stock investments are reported at fair value, (3) policy benefit reserves are established using different actuarial methods and assumptions, (4) deposit-type contracts, for which premiums, benefits and reserve changes are not included in revenue or benefits as reported in the statutory statements of operations, are defined differently, (5) majority-owned subsidiaries are consolidated, (6) changes in deferred taxes are reported as a component of net income, (7) no deferral of realized investment gains and losses is permitted, (8) current expected credit losses (CECL) are based on expected credit losses rather than incurred losses, and (9) “nonadmitted” assets, required for the statutory basis of accounting, are included in total assets. The effects on the Company’s statutory financial statements attributable to the differences between the statutory basis of accounting and GAAP are material.

Reclassifications

Certain amounts in prior year financial statement balances and footnote disclosures have been reclassified to conform to the current year presentation.

Revisions were made to the statements of cash flows, reflecting the removal of certain non-cash transactions for the year ended December 31, 2022. “Investment income received” and “Cost of investment acquired: other investments” each decreased by $455 million. There was no change in beginning or ending cash balances for the year ended December 31, 2022.

Permitted Accounting Practice

The Company has been granted a permitted accounting practice from the Commissioner of Insurance of the State of Wisconsin, originally effective December 31, 2022, that allows for the full admissibility of the Company’s net negative interest maintenance reserve (IMR) balance. During 2023, the NAIC adopted Interpretation 23-01 Net Negative (Disallowed) Interest Maintenance Reserve (INT 23-01), which allows the admission of a net negative IMR balance up to 10% of adjusted general account capital and surplus (10% threshold), subject to certain conditions. Subsequent to this adoption, the Company’s permitted practice was amended (effective December 31, 2023, until further notice) to reflect the Company being subject to the terms of the INT 23-01 provisions and the continued full admission of the Company’s total net negative IMR above the 10% threshold.

As of December 31, 2022, if the Company’s net negative IMR were to be disallowed, the Company’s IMR liability would have increased by $212 million and statutory surplus would have decreased by $212 million. As of December 31, 2023, 10% of adjusted capital and surplus per paragraph 9.a. of INT 23-01 was $2.6 billion. The Company’s net negative IMR did not exceed the 10% threshold, and therefore without the permitted practice, the Company’s IMR and surplus would be unchanged. Net income was not impacted by the permitted practice for the years ended December 31, 2023 and 2022.

NM-9

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Each permitted practice is subject to certain conditions, which were and have been met by the Company. As of December 31, 2023 and 2022, if the Company had not used the above permitted practice that differs from NAIC SAP, a risk-based capital regulatory event would not have been triggered. A reconciliation of the Company’s net income and surplus between NAIC SAP and practices prescribed and permitted by the state of Wisconsin is shown below:

	For the year ended December 31,
	2023			2022
	(in millions)
Net Income, Wisconsin State Basis	$	711		$	912
State Permitted Practices:
Allowance of net negative IMR		-			-
Net Income, NAIC SAP	$	711		$	912
	December 31,
	2023			2022
	(in millions)
Statutory Surplus, Wisconsin State Basis	$	30,310		$	29,885
State Permitted Practices:
Allowance of net negative IMR		-			(212	)
Statutory Surplus, NAIC SAP	$	30,310		$	29,673

2. Summary of Significant Accounting Policies

The preparation of financial statements in accordance with the statutory basis of accounting requires the Company to make estimates or assumptions about the future that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the annual periods presented. Actual future results could differ from these estimates and assumptions.

Investments

See Notes 3, 4 and 14 regarding the statement value and fair value of the Company’s investments in bonds, mortgage loans, common and preferred stocks, real estate and other investments, including derivative instruments.

Policy Loans

Policy loans represent amounts borrowed from the Company by life insurance and annuity policyowners, secured by the cash value of the related policies. Policy loans earn interest at either a fixed or variable rate, based on either an election that is made by the policyowner when applying for their policy or, for certain policies, as specified by the contract. If a variable rate is elected or specified by the contract, the rate will be reset annually. Policy loans are reported at the unpaid principal balance, which approximates fair value.

NM-10

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Cash and Short-term Investments

Cash and short-term investments include cash deposits, securities that have maturities of one year or less at purchase, money market funds and short-term commercial paper. These investments are reported at amortized cost, which approximates fair value.

Separate Accounts

Separate account assets and related reserve liabilities represent the segregation of balances attributable to variable life insurance and variable annuity products, as well as a group annuity separate account used to fund certain of the Company’s employee and financial representative benefit plan obligations. All separate account assets are legally insulated from claims by the Company’s general account policyowners and creditors. Variable product policyowners bear the investment performance risk associated with these products. Separate account assets related to variable products are invested at the direction of the policyowner in a variety of mutual fund options. Variable annuity and certain variable universal life policyowners also have the option to invest in fixed-rate investment options, which are supported by the assets held in the Company’s general account. Separate account assets are generally reported at fair value primarily based on quoted market prices for the underlying investment securities. See Note 7 and Note 14 for more information regarding the Company’s separate accounts and Note 8 for more information regarding the Company’s employee and financial representative benefit plans.

Policy Benefit Reserves

Policy benefit reserves generally represent the net present value of future policy benefits less future policy premiums, calculated using actuarial methods, mortality and morbidity experience tables and valuation interest rates prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (OCI). These actuarial tables and methods include assumptions regarding future mortality and morbidity experience. Actual future experience could differ from the assumptions used to make these reserve estimates. See Note 5 and Note 14 for more information regarding the Company’s policy benefit reserves.

Deposit Funds

Deposit funds include liabilities for funding agreements, supplementary contracts and income annuities without life contingencies, and amounts left on deposit with the Company by beneficiaries or policyowners. See Note 5 for more information regarding the Company’s deposit funds.

Policyowner Dividends

All life and disability insurance policies and certain annuity policies issued by the Company are participating. All long-term care insurance policies issued by NLTC are also participating. Annually, the Company’s Board of Trustees (at its discretion) approves the amount and allocation, if any, of dividends among groups of policies issued by the Company, based on management’s recommendation. The payment of dividends on any particular policy is not guaranteed. Dividends are accrued and charged to operations when approved. The liability for policyowner dividends includes the estimated amount of annual and termination dividends. Termination dividends are additional dividends payable on whole life policies upon surrender, maturity or, for policies issued in one state, death. Depending on the type of policy they own, participating policyowners generally have the option to receive their dividends in cash, or use them as follows: reduce future premiums due, purchase additional insurance benefits, repay policy loans, or leave them on deposit with the Company to accumulate interest. Dividends used by policyowners to purchase additional insurance benefits or pay premiums are reported as premiums in the statutory statements of operations but are not included in premiums received or benefit and dividend payments to policyowners and beneficiaries in the statutory statements of cash flows. The Company’s annual approval and declaration of policyowner dividends includes a guarantee of a minimum aggregate amount of annual dividends to be paid to policyowners as a group in the subsequent calendar year. If this guaranteed amount is greater than the aggregate of annual dividends paid to policyowners in the subsequent year, the difference is paid in the immediately succeeding calendar year. The fact that the Company guarantees a minimum aggregate payment of annual dividends in one year does not obligate the Company to declare a dividend in future years or to guarantee any portion of dividends that may be declared in future years.

NM-11

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Interest Maintenance Reserve

The Company is required to maintain an IMR. The IMR is used to defer realized capital gains and losses, net of any income tax, on fixed income investments and derivatives that are attributable to changes in market interest rates, including both changes in risk-free market interest rates and market credit spreads. Net realized capital gains and losses deferred to the IMR are amortized into net investment income over the estimated remaining term to maturity of the investment sold or the hedged item. See Note 1 for disclosure of the impact of the Company’s application of a permitted accounting practice for IMR.

INT 23-01 requires the following disclosures related to the admittance of net negative IMR. The following statements apply for the period ending December 31, 2023:

a. Fixed income investments generating IMR losses comply with the reporting entity’s documented investment or liability management policies.

b. IMR losses for fixed income related derivatives are all in accordance with prudent and documented risk management procedures, in accordance with a reporting entity’s derivative use plans and reflect symmetry with historical treatment in which unrealized derivative gains were reversed to IMR and amortized in lieu of being recognized as realized gains upon derivative termination.

c. Any deviation to the above statements was either because of a temporary and transitory timing issue or related to a specific event, such as a reinsurance transaction, that mechanically made the cause of IMR losses not reflective of reinvestment activities.

d. Asset sales were not compelled by liquidity pressures (e.g., to fund significant cash outflows including, but not limited to excess withdrawals and collateral calls).

The Company does not maintain separate account IMR. The Company’s unamortized general account IMR balance represents 8% of its adjusted capital and surplus as of December 31, 2023. The Company established a special surplus fund equal to its admitted net negative IMR balance of $2,458 million as of December 31, 2023. At December 31, 2023, the unamortized IMR balance included $827 million of net capital losses ($1,785 million of capital gains offset by $2,612 million of capital losses) related to derivatives carried at fair value upon termination.

Asset Valuation Reserve

The Company is required to maintain an asset valuation reserve (AVR). The AVR represents a reserve for invested asset valuation using a formula prescribed by the NAIC. The AVR is intended to protect surplus by absorbing declines in the value of the Company’s investments that are not related to changes in interest rates. Increases or decreases in the AVR are reported as direct adjustments to surplus in the statutory statements of changes in surplus.

Premium Revenue

Most life insurance premiums are recognized as revenue at the beginning of each respective policy year. Universal life insurance and annuity premiums are recognized as revenue when received. Considerations received on supplementary contracts and income annuities without life contingencies are deposit-type transactions and are excluded from revenue in the statutory statements of operations. Disability and long-term care insurance premiums are recognized as revenue when due. Premium revenue is reported net of ceded reinsurance. See Note 9 for more information regarding the Company’s use of reinsurance.

Net Investment Income

Net investment income primarily represents interest, dividends and prepayment fees received or accrued on bonds, mortgage loans, common and preferred stocks, policy loans and other investments. Net investment income also includes dividends and distributions paid to the Company from the accumulated earnings of

NM-12

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

joint ventures, partnerships and unconsolidated non-insurance subsidiaries. Net investment income is reduced by investment management expenses, real estate depreciation, interest costs associated with repurchase agreements and interest expense related to the Company’s surplus notes. Accrued investment income more than ninety days past due is a nonadmitted asset. Accrued investment income that is ultimately deemed uncollectible is included as a reduction of net investment income in the period that such determination is made. See Note 3 for more information regarding net investment income and repurchase agreements and Note 13 for more information regarding the Company’s surplus notes.

Other Income

Other income primarily represents ceded reinsurance expense allowances and various insurance policy charges. Ceded reinsurance expense allowances are recognized as revenue when due. See Note 9 for more information regarding the Company’s use of reinsurance.

Benefit Payments to Policyowners and Beneficiaries

Benefit payments to policyowners and beneficiaries include death, surrender, maturity, disability and long-term care benefits, as well as payments on supplementary contracts and income annuities that include life contingencies. Benefit payments on supplementary contracts and income annuities without life contingencies are deposit-type transactions and are excluded from benefits in the statutory statements of operations. Benefit payments are reported net of ceded reinsurance recoveries. See Note 9 for more information regarding the Company’s use of reinsurance.

Commissions and Operating Expenses

Commissions and other operating expenses, including costs of acquiring new insurance policies, are generally charged to expense as incurred.

Federal Income Taxes

Current federal income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year and any adjustments to such estimates from prior years. Deferred tax assets and liabilities represent the respective future tax recoveries or obligations associated with the accumulation of temporary differences between the tax and financial statement bases of the Company’s assets and liabilities. Changes in deferred tax assets and liabilities related to unrealized capital gains and losses on investments are included in changes in net unrealized capital gains and losses in the statutory statements of changes in surplus. Other net changes in deferred tax assets and liabilities are reported as direct adjustments to surplus in the statutory statements of changes in surplus.

The statutory basis of accounting limits the amount of gross deferred tax assets that can be admitted to surplus to those for which ultimate recoverability can be demonstrated. This limit is based on a calculation that considers available tax loss carryback and carryforward capacity, the expected timing of reversal for accumulated temporary differences, gross deferred tax liabilities and the level of Company surplus.

A “more likely than not” standard is applied for financial statement recognition of contingent tax liabilities, whereby a liability is recorded only if the Company believes that there is a greater than 50% likelihood that the related tax position will not be sustained upon examination. In cases where liability recognition is appropriate, a best estimate of the ultimate tax liability is made. If this estimate represents 50% or less of the total amount of the tax contingency, the best estimate is established as a liability. If this best estimate represents more than 50% of the total tax contingency, the total amount is established as a liability. Changes in contingent tax liabilities are charged or credited to operations in the year that such determination is made by the Company. The Company reports interest accrued or released related to contingent tax liabilities in current income taxes or tax benefit.

See Note 10 for more information on the Company’s income taxes.

NM-13

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Information Technology Equipment and Software

The cost of information technology (IT) equipment and operating system software is generally capitalized and depreciated over three years using the straight-line method. Non-operating system software is generally capitalized and depreciated over a maximum of five years using the straight-line method. IT equipment and operating software assets of $30 million and $28 million at December 31, 2023 and 2022, respectively, are included in other assets in the statutory statements of financial position and are net of accumulated depreciation of $96 million and $78 million, respectively. Non-operating system software costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from assets and surplus in the statutory statements of financial position. These amounts were $552 million and $469 million at December 31, 2023 and 2022, respectively. Depreciation expense for IT equipment and software totaled $198 million, $179 million and $160 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Furniture, Fixtures and Equipment

The cost of furniture, fixtures and equipment, including leasehold improvements, is generally capitalized and depreciated over the useful life of the assets using the straight-line method. Furniture, fixtures and equipment, net of accumulated depreciation, are nonadmitted assets and thereby excluded from assets and surplus in the statutory statements of financial position. These amounts were $99 million and $116 million at December 31, 2023 and 2022, respectively. Depreciation expense for furniture, fixtures and equipment totaled $16 million, $18 million and $17 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Corporate Owned Life Insurance

Through a wholly-owned subsidiary, the Company indirectly holds corporate-owned life insurance (COLI) to provide protection against key-person risk for certain qualified employees and to help fund certain future employee benefit expenses. See Note 3 for more information regarding COLI.

Nonadmitted Assets

Certain assets are designated as nonadmitted on the statutory basis of accounting. Such assets, principally related to defined benefit pension funding, amounts advanced to or due from the Company’s financial representatives, furniture, fixtures, equipment and non-operating software (net of accumulated depreciation), derivatives, prepaid expense, and certain equity-method investments in entities for which audits are not performed, are excluded from assets and surplus in the statutory statements of financial position. Changes in nonadmitted assets are reported as a direct adjustment to surplus in the statutory statements of changes in surplus.

Foreign Currency Translation

The majority of the Company’s insurance operations are conducted in the United States of America on a U.S. dollar-denominated basis. The Company invests in bonds, mortgage loans, stocks, and other investments denominated in foreign currencies. The Company also has outstanding funding agreements denominated in a foreign currency under the Funding Agreement Backed Note (FABN) program described in Note 5. Investments or funding agreements denominated in a foreign currency are remeasured to U.S. dollars at each reporting date using then-current foreign currency exchange rates. Translation gains or losses relating to fluctuations in exchange rates are reported as a change in net unrealized capital gains and losses until the related investment or funding agreement is sold or matures, or if the related investment is determined to be other-than-temporarily impaired, at which time a realized capital gain or loss is reported. Transactions denominated in a foreign currency, such as receipt or payment of foreign-denominated interest or dividends, are remeasured to U.S. dollars based on the actual exchange rate at the time of the transaction. See Note 4 for more information regarding the Company’s use of derivatives to mitigate exposure to fluctuations in foreign currency exchange rates.

NM-14

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Subsequent Events

The Company has evaluated events subsequent to December 31, 2023 through February 13, 2024, the date these statutory financial statements were available to be issued. Based on this evaluation, it is the Company’s opinion that no events subsequent to December 31, 2023 have occurred that are material to the Company’s financial position at that date or the results of its operations for the year then ended.

In February 2024, prior to the issuance of the financial statements, the Company received notice of surrender of a bank’s life insurance policies due to bank failure. The aggregate cash surrender value of the policies is approximately $1,127 million. The Company does not consider the surrender to be material to its financial position or results of operations.

3. Investments

Bonds

The Securities Valuation Office (SVO) of the NAIC Investment Analysis Office evaluates the credit quality of the Company’s bond investments and issues related designations. Bonds designated as “1” (highest quality), “2” (high quality), “3” (medium quality), “4” (low quality) or “5” (lower quality) are reported in the statutory financial statements at amortized cost less any other-than-temporary impairment. Bonds designated “6” (lowest quality) are reported at the lower of amortized cost or fair value. SVO-identified funds include certain SVO approved bond exchange-traded fund investments and are reported at fair value. The interest method is used to amortize any purchase premium or discount, including estimates of future prepayments that are obtained from independent sources. Prepayment assumptions are updated at least annually, with the retrospective method used to adjust net investment income for changes in the estimated yield to maturity.

The disclosure of fair value for bonds is primarily based on independent pricing services or internally-developed pricing models utilizing observable market data. See Note 14 for more information regarding the fair value of the Company’s investments in bonds.

The statement value and fair value of bonds at December 31, 2023 and 2022, summarized by asset categories required in the NAIC Annual Statement, were as follows:

December 31, 2023	Reconciliation to Fair Value
				Gross			Gross
	Statement			Unrealized			Unrealized			Fair
	Value			Gains			Losses			Value
	(in millions)
U.S. Government	$	4,189		$	3		$	(323	)	$	3,869
States, territories, and possessions		934			10			(51	)		893
Political subdivisions		365			9			(17	)		357
Special revenue and assessments		18,592			141			(1,910	)		16,823
All foreign governments		2,670			38			(152	)		2,556
Hybrid securities		482			5			(18	)		469
SVO-identified funds		21			-			-			21
Industrial and miscellaneous		164,439			1,491			(11,447	)		154,483
Total bonds	$	191,692		$	1,697		$	(13,918	)	$	179,471

NM-15

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

December 31, 2022	Reconciliation to Fair Value
				Gross			Gross
	Statement			Unrealized			Unrealized			Fair
	Value			Gains			Losses			Value
	(in millions)
U.S. Government	$	5,027		$	37		$	(400	)	$	4,664
States, territories, and possessions		807			6			(68	)		745
Political subdivisions		324			4			(27	)		301
Special revenue and assessments		17,951			51			(2,467	)		15,535
All foreign governments		2,465			6			(318	)		2,153
Hybrid securities		436			4			(32	)		408
SVO-identified funds		—			—			—			—
Industrial and miscellaneous		160,258			439			(18,389	)		142,308
Total bonds	$	187,268		$	547		$	(21,701	)	$	166,114

Bonds classified by the NAIC as special revenue and assessments primarily consist of U.S. Government agency-issued residential mortgage-backed securities and municipal bonds issued by political subdivisions to finance specific public projects. Bonds classified as industrial and miscellaneous consist primarily of notes issued by public and private corporate entities and structured securities not issued by U.S. Government agencies.

Statement value of bonds by SVO designation category at December 31, 2023 and 2022 was as follows:

December 31, 2023	SVO Designation
	1			2			3			4			5			6			Total
	(in millions)
U.S. Government	$	4,189		$	-		$	-		$	-		$	-		$	-		$	4,189
States, territories, and possessions		934			-			-			-			-			-			934
Political subdivisions		365			-			-			-			-			-			365
Special revenue and assessments		18,467			102			23			-			-			-			18,592
All foreign governments		1,037			1,608			21			4			-			-			2,670
Hybrid securities		-			395			85			2			-			-			482
SVO-identified funds		-			21			-			-			-			-			21
Industrial and miscellaneous		86,864			64,416			5,411			4,427			3,047			274			164,439
Total bonds	$	111,856		$	66,542		$	5,540		$	4,433		$	3,047		$	274		$	191,692

NM-16

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

December 31, 2022	SVO Designation
	1			2			3			4			5			6			Total
	(in millions)
U.S. Government	$	5,027		$	-		$	-		$	-		$	-		$	-		$	5,027
States, territories, and possessions		616			191			-			-			-			-			807
Political subdivisions		320			4			-			-			-			-			324
Special revenue and assessments		17,843			83			25			-			-			-			17,951
All foreign governments		964			1,473			21			7			-			-			2,465
Hybrid securities		-			342			94			-			-			-			436
SVO-identified funds		-			-			-			-			-			-			-
Industrial and miscellaneous		81,328			65,656			5,740			4,485			2,890			159			160,258
Total bonds	$	106,098		$	67,749		$	5,880		$	4,492		$	2,890		$	159		$	187,268

Based on statement value, 93% of the Company’s bond portfolio was designated investment grade (i.e., designated 1 or 2 by the SVO) at each of December 31, 2023 and 2022.

Statement value and fair value of structured securities at December 31, 2023 and 2022, aggregated by investment grade or below investment grade (i.e., designated 3, 4, 5 or 6 by the SVO), were as follows:

December 31, 2023	Investment Grade						Below Investment Grade							Total
	Statement Value			Fair Value			Statement  Value				Fair Value			Statement  Value			Fair Value
	(in millions)									(in millions)				(in millions)
Residential mortgage-backed:
U.S. Government agencies	$	14,434		$	12,995			$  -				$  -			$14,434		$	12,995
Other prime		165			158			-				-			165			158
Other below-prime		1,674			1,587			2				1			1,676			1,588
Commercial mortgage-backed:
U.S. Government agencies		33			30			-				-			33			30
Conduit		5,497			5,120			57				44			5,554			5,164
Other asset-backed		18,252			17,858			59				60			18,311			17,918
Total structured securities	$	40,055		$	37,748			$ 118				$105			$40,173		$	37,853

NM-17

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

December 31, 2022	Investment Grade						Below Investment Grade						Total
	Statement Value			Fair Value			Statement  Value			Fair Value			Statement  Value			Fair Value
	(in millions)						(in millions)						(in millions)
Residential mortgage-backed:
U.S. Government agencies	$	14,176		$	12,270		$	—		$	—		$	14,176		$	12,270
Other prime		209			192			—			—			209			192
Other below-prime		1,578			1,432			2			2			1,580			1,434
Commercial mortgage-backed:
U.S. Government agencies		72			65			—			—			72			65
Conduit		5,672			5,185			26			20			5,698			5,205
Other asset-backed		16,905			16,035			137			115			17,042			16,150
Total structured securities	$	38,612		$	35,179		$	165		$	137		$	38,777		$	35,316

Based on statement value, over 99% of the Company’s structured securities portfolio was designated as investment grade at each of December 31, 2023 and 2022. Based on statement value, the Company’s investment in residential mortgage-backed securities issued by U.S. Government agencies was 8% of total bond investments at each of December 31, 2023 and 2022.

Statement value and fair value of bonds and short-term investments by contractual maturity at December 31, 2023 are summarized below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment fees.

	Statement			Fair
	Value			Value
	(in millions)
Due in one year or less	$	13,225		$	13,157
Due after one year through five years		46,428			45,079
Due after five years through ten years		51,675			49,168
Due after ten years		87,628			79,330
Total	$	198,956		$	186,734

Mortgage Loans

Mortgage loans consist primarily of commercial mortgage loans underwritten and originated by the Company and are reported at the unpaid principal balance, less any valuation adjustments or unamortized commitment or origination fees. Such fees are generally deferred upon receipt and amortized into net investment income over the life of the loan using the interest method. Affiliated mortgage loan investments were $129 million and $161 million at December 31, 2023 and 2022, respectively.

NM-18

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The statement value of mortgage loans by collateral property type and geographic location at December 31, 2023 and 2022 was as follows:

December 31, 2023	United States of America
	East			Midwest			South			West			Foreign			Total
	(in millions)
Apartment	$	9,032		$	2,956		$	6,183		$	10,074		$	-		$	28,245
Office		2,769			357			1,353			3,058			-			7,537
Retail		1,467			301			1,176			1,451			-			4,395
Warehouse/Industrial		2,878			1,145			511			3,264			135			7,933
Manufactured housing		318			371			2,102			1,647			204			4,642
Other		196			195			88			130			-			609
Total	$	16,660		$	5,325		$	11,413		$	19,624		$	339		$	53,361

December 31, 2022	United States of America
	East			Midwest			South			West			Foreign			Total
	(in millions)
Apartment	$	8,483		$	2,844		$	5,752		$	10,336		$	-		$	27,415
Office		3,187			579			1,019			3,540			-			8,325
Retail		1,896			495			1,232			1,505			-			5,128
Warehouse/Industrial		2,044			1,125			420			2,582			147			6,318
Manufactured housing		286			309			1,652			1,595			204			4,046
Other		174			211			27			154			-			566
Total	$	16,070		$	5,563		$	10,102		$	19,712		$	351		$	51,798

The Company has mortgage loans where co-lending or participation arrangements are in place with unaffiliated third parties. Mortgage loans with co-lending or participation arrangements totaled $2.2 billion and $2.9 billion at December 31, 2023 and 2022, respectively.

Interest rates and loan-to-value (LTV) ratio information for the Company’s mortgage loans originated or refinanced during 2023 and 2022 is summarized below.

For mortgage loans originated or refinanced during:	2023			2022
Minimum interest rate		3.78	%		2.37	%
Maximum interest rate		8.73	%		7.38	%
Weighted-average LTV		53	%		54	%
Maximum LTV		132	%		69	%

LTV ratios are commonly used to assess the credit quality of commercial mortgage loans. A lower LTV ratio generally indicates a higher quality loan. For loans originated and refinanced during the year ended December 31, 2023, the maximum LTV ratio of 132% was due to one loan with a statement value of less

NM-19

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

than $1 million. Excluding this loan, the highest LTV ratio was 69% related to a loan with a statement value of $65 million. At December 31, 2023 and 2022, the aggregate weighted-average LTV ratio for the mortgage loan portfolio was 55% and 53%, respectively.

The statement value of mortgage loans by collateral property type and LTV ratio at December 31, 2023 and 2022 was as follows:

December 31, 2023	< 51%			51%-70%			71%-90%			> 90%			Total
	(in millions)
Apartment	$	8,291		$	17,003		$	2,870		$	81		$	28,245
Office		2,616			3,278			1,056			587			7,537
Retail		826			3,043			381			145			4,395
Warehouse/Industrial		2,971			4,898			64			-			7,933
Manufactured housing		2,304			2,277			61			-			4,642
Other		443			102			-			64			609
Total	$	17,451		$	30,601		$	4,432		$	877		$	53,361

December 31, 2022	< 51%		51%-70%		71%-90%		> 90%		Total
	(in millions)
Apartment	$	10,631	$	15,340	$	1,408	$	36	$	27,415
Office		3,549		3,606		805		365		8,325
Retail		1,476		2,686		627		339		5,128
Warehouse/Industrial		2,631		3,664		23		-		6,318
Manufactured housing		2,466		1,580		-		-		4,046
Other		325		176		-		65		566
Total	$	21,078	$	27,052	$	2,863	$	805	$	51,798

The aggregate statement value of mortgage loans with LTV in excess of 100% was $346 million and $272 million at December 31, 2023 and December 31, 2022, respectively.

The fair value of the collateral securing each commercial mortgage loan is updated at least annually by the Company. More frequent updates are performed if deemed necessary due to changes in market capitalization rates, borrower financial strength and/or property operating performance. Fair value of the collateral is estimated using the income capitalization approach based on stabilized property income and market capitalization rates. Stabilized property income is derived from actual property financial statements adjusted for non-recurring items, normalized market vacancy and lease rollover, among other factors. Other collateral, such as excess land and additional capital required to maintain property income, is also factored into fair value estimates. Both private market transactions and public market alternatives are considered in determining appropriate market capitalization rates. See Note 14 for more information regarding the fair value of the Company’s investments in mortgage loans.

In the normal course of business, the Company may refinance or otherwise modify the terms of an existing mortgage loan, typically in reaction to a request by the borrower. These modifications can include a partial repayment of outstanding loan principal, changes to interest rates, extensions of loan maturity and/or changes to loan covenants. When such modifications are made, the statutory basis of accounting requires that the new terms of the loan be evaluated to determine whether the modification qualifies as a “troubled debt restructuring.” If new terms are extended to a borrower that are less favorable to the Company than those currently being offered to new borrowers under similar circumstances in an arms-length transaction, a realized capital loss is reported for the estimated amount of the economic concessions made and the

NM-20

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

reported value of the mortgage loan is reduced. The Company recognized no capital losses related to troubled debt restructuring of mortgage loans for the years ended December 31, 2023, 2022 and 2021, respectively. The Company had no mortgage loans at either of December 31, 2023 or December 31, 2022 that were considered “restructured.”

In circumstances where the Company has deemed it probable that it will be unable to collect all contractual principal and interest on a mortgage loan, a valuation allowance is established to reduce the statement value of the mortgage loan to its net realizable value. Changes to mortgage loan valuation allowances are reported as a change in net unrealized capital gains and losses in the statutory statements of changes in surplus. If the Company later determines that the decline in value is other-than-temporary, a realized capital loss is reported, and any temporary valuation allowance is reversed. The Company had no mortgage loan valuation allowance at December 31, 2023 or 2022. The Company had one foreclosed mortgage loan in 2023 and none in 2022. All remaining mortgage loans were current on principal payments and contractual interest as of December 31, 2023 while one loan was in default as of December 31, 2022. The Company recognized other-than-temporary impairment losses on mortgage loans of $37 million and $25 million for the years ended December 31, 2023 and 2022, respectively.

Common and Preferred Stocks

Common stocks are generally reported at fair value, with $2,395 million and $2,361 million included in the statutory statements of financial position at December 31, 2023 and 2022, respectively. The fair value for publicly-traded common stocks is primarily based on quoted market prices. For private common stocks without quoted market prices, fair value is primarily determined using a sponsor valuation or market comparables approach. The equity method is generally used to report investments in common stock of unconsolidated subsidiaries.

Redeemable preferred stocks designated 1, 2 or 3 by the SVO are reported at amortized cost. Redeemable preferred stocks designated 4, 5 or 6 by the SVO are reported at the lower of amortized cost or fair value. Perpetual preferred stocks are reported at the lower of fair value or the currently effective call price for the stock. At December 31, 2023 and 2022, the statutory statements of financial position included $457 million and $178 million, respectively, of preferred stocks. The fair value for preferred stocks is primarily determined using a sponsor valuation or market comparables approach.

See Note 14 for more information regarding the fair value of the Company’s investments in common and preferred stock.

Real Estate

Real estate investments are reported at cost, less any encumbrances and accumulated depreciation of buildings and other improvements. Depreciation of real estate investments is recorded using a straight-line method over the estimated useful lives of the improvements. Fair value of real estate is estimated primarily based on the capitalization of stabilized net operating income or the present value of future cash flows generated by the property.

NM-21

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The statement value of real estate investments by property type and U.S. geographic location at December 31, 2023 and 2022 was as follows:

December 31, 2023	East			Midwest			South			West			Total
	(in millions)
Apartment	$	301		$	165		$	247		$	724		$	1,437
Office		207			563			49			-			819
Warehouse/Industrial		293			-			-			200			493
Other		16			13			99			-			128
Total	$	817		$	741		$	395		$	924		$	2,877

December 31, 2022	East		Midwest		South		West		Total
	(in millions)
Apartment	$	308	$	172	$	275	$	745	$	1,500
Office		208		558		50		-		816
Warehouse/Industrial		254		-		-		203		457
Other		16		15		102		-		133
Total	$	786	$	745	$	427	$	948	$	2,906

The Company’s home office properties are included above (Office/Midwest) and had an aggregate statement value of $563 million and $558 million at December 31, 2023 and 2022, respectively. The Company’s other investments in real estate are held for the production of income.

Other Investments

Other investments primarily represent investments that are made through ownership interests in partnerships, joint ventures (JVs) and limited liability companies (LLCs). In some cases, these ownership interests are held directly by the Company, while in other cases these investments are held indirectly through wholly-owned non-insurance investment holding companies organized as LLCs. Whether held directly by the Company or indirectly through its investment holding companies, securities or real estate partnerships, JVs, and LLCs are reported in the statutory statements of financial position using the equity method of accounting based on the Company’s share of the underlying entities’ audited GAAP-basis equity.

NM-22

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The statement value of other investments held directly or indirectly by the Company at December 31, 2023 and 2022 was as follows:

	December 31,
	2023			2022
	(in millions)
Securities partnerships and LLCs	$	12,405		$	12,075
Common and preferred stocks		3,706			3,384
Real estate JVs, partnerships and LLCs		3,683			3,453
Bonds		2,282			4,470
Derivative instruments		1,302			1,680
COLI		1,230			1,037
Cash and short-term investments		1,142			795
Wholly owned real estate		1,099			1,070
Low income housing tax credit properties		727			721
Structured settlements		623			749
Other net assets (liabilities)		1,205			674
Total	$	29,404		$	30,108

As of December 31,2023, Other net assets (liabilities) above includes a $708 million receivable for the sale of limited partnership interests to an unaffiliated entity.

For securities partnerships and LLCs, bonds, common and preferred stocks, COLI, cash and short-term investments and derivative instruments, the underlying entity generally reports these investments at fair value. For real estate related investments (including JVs, partnerships and LLCs), structured settlements, and tax credit properties, the underlying entity generally reports these investments at cost, reduced where appropriate by depreciation or amortization. Tax credit properties had 13 years of unexpired credits at December 31, 2023 and 2022, respectively. The required holding period for tax credit properties is 15 years. The amount of tax credits and other tax benefits recognized during 2023 and 2022 were $167 million and $161 million, respectively. See Note 10 for more information regarding the Company’s use of tax credits. See Note 4 for more information regarding the Company’s use of derivatives.

NM-23

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Investments in Subsidiaries, Controlled and Affiliated Entities

The Company’s investments in subsidiaries, controlled and affiliated entities (SCAs) are reported in the statutory statements of financial position using the equity method of accounting based on the Company’s share of the underlying entities’ audited GAAP-basis equity. At December 31, 2023 and 2022, the value of wholly-owned SCA investments were as follows:

	December 31, 2023									December 31, 2022
	Investment in  SCA			Nonadmitted  Asset			Statement  Value			Investment in  SCA			Nonadmitted  Asset			Statement  Value
				(in millions)									(in millions)
NM Wealth Management Company	$	257		$	-		$	257		$	252		$	-		$	252
Total common stock SCAs 1		257			-			257			252			-			252
NML Securities Holdings, LLC		14,574			-			14,574			13,299			-			13,299
NML Real Estate Holdings, LLC		1,225			-			1,225			2,145			-			2,145
QOZ Holding Company, LLC		473			-			473			389			-			389
NM Investment Services, LLC		203			-			203			170			-			170
NM Pebble Valley, LLC		179			-			179			90			-			90
NM GP Holdings, LLC		70			14			56			67			15			52
Wysh Holdings, LLC 3		43			3			40			68			3			65
Lake Emily Holdings, LLC		39			-			39			64			-			64
Mason Street Advisors, LLC		30			30			-			79			79			-
NM-SAS, LLC		7			4			3			9			6			3
NM Investment Management Company, LLC		4			4			-			130			130			-
NM Career Distribution Holdings, LLC		3			3			-			1			1			-
GRO-SUB, LLC		2			2			-			2			2			-
NM Investment Holdings, LLC		-			-			-			1,335			-			1,335
Total other investment SCAs 2		16,852			60			16,792			17,848			236			17,612
Total investments in SCAs	$	17,109		$	60		$	17,049		$	18,100		$	236		$	17,864

¹  Reported in common and preferred stocks in the statutory statements of financial position.

²  Reported in other investments in the statutory statements of financial position.

³  Audited financial statements were not available for this entity as of December 31, 2023. A waiver was obtained to admit these assets.

Investment filings for all common stock SCAs were submitted to the NAIC during 2023. In all cases, the NAIC accepted the statement value.

Net Investment Income

The sources of net investment income for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the years ended December 31,
	2023			2022			2021
				(in millions)
Bonds	$	8,044		$	6,566		$	6,286
Mortgage loans		2,123			1,899			1,829
Common and preferred stocks		196			183			194
Real estate		322			310			279
Other investments		2,532			2,351			1,200
Policy loans		1,224			1,143			1,148
Amortization of IMR		(61	)		292			422
Gross investment income		14,380			12,744			11,358
Less: investment expenses		1,156			976			911
Net investment income	$	13,224		$	11,768		$	10,447

NM-24

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

For the years ended December 31, 2023, 2022 and 2021 bond investment income included $12 million, $51 million and $392 million of prepayment fees, respectively, generated as a result of 43, 175 and 321 securities, respectively, tendered or otherwise redeemed as a result of a callable feature. As of December 31, 2023, the Company had $406 million of aggregate cumulative paid-in-kind interest included in the current principal value of bonds and mortgage loans in the statement of financial position.

Realized Capital Gains and Losses

Realized capital gains and losses are recognized based upon specific identification of investments sold. Realized capital losses also include valuation adjustments for impairment of bonds, mortgage loans, common and preferred stocks, real estate and other investments that have experienced a decline in fair value that the Company considers to be other-than-temporary. Realized capital gains and losses, as reported in the statutory statements of operations, are net of any capital gains tax (or benefit) and exclude any deferrals to the IMR of interest rate-related capital gains or losses.

Realized capital gains and losses for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the year ended									For the year ended									For the year ended
	December 31, 2023									December 31, 2022									December 31, 2021
							Net									Net									Net
							Realized									Realized									Realized
	Realized			Realized			Gains			Realized			Realized			Gains			Realized			Realized			Gains
	Gains			Losses			(Losses)			Gains			Losses			(Losses)			Gains			Losses			(Losses)
				(in millions)									(in millions)									(in millions)
Bonds	$	202		$	(2,868	)	$	(2,666	)	$	241		$	(3,614)		$	(3,373	)	$	1,637		$	(395	)	$	1,242
Mortgage loans		3			(41	)		(38	)		-			(28	)		(28	)		-			(2	)		(2	)
Common and preferred stocks		104			(21	)		83			395			(112	)		283			494			(39	)		455
Real estate		58			-			58			23			(99	)		(76	)		153			(42	)		111
Other investments		821			(1,073	)		(252	)		2,154			(2,403	)		(249	)		1,506			(1,220	)		286
Subtotal	$	1,188		$	(4,003	)		(2,815)		$	2,813		$	(6,256	)		(3,443	)	$	3,790		$	(1,698	)		2,092
Less: IMR net gains (losses) before taxes								(2,921	)								(3,902	)								1,556
Less: Capital gains tax expense (benefit)								142									171									233
Net realized capital gains (losses)							$	(36	)							$	288								$	303

Realized capital gains and losses are generally the result of normal investment trading activity. Proceeds from the sale of bonds totaled $26 billion, $28 billion, and $36 billion for the years ended December 31, 2023, 2022 and 2021, respectively.

On a quarterly basis, the Company performs a review of bonds, mortgage loans, common and preferred stocks, real estate and other investments to identify investments that have experienced a decline in fair value that is considered to be other-than-temporary. Factors considered include the duration and extent to which fair value was less than cost, the financial condition and near-term financial prospects of the issuer and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for an anticipated recovery in value. If the decline in an investment’s fair value is considered to be other-than-temporary, the statement value of the investment is generally written down to fair value and a realized capital loss is reported.

For fixed income investments, the review focuses on the issuer’s ability to remit all contractual interest and principal payments and the Company’s ability and intent to hold the investment until the earlier of a

NM-25

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

recovery in value or maturity. The Company’s intent and ability to hold an investment takes into consideration broad portfolio management parameters such as expected net cash flows and liquidity targets, asset/liability duration management and issuer and industry sector credit exposures. Mortgage loans considered to have experienced an other-than-temporary decline in value are written down to net realizable value based on the appraised value of the collateral property.

For equity securities, greater weight and consideration is given to the duration and extent of the decline in fair value and the likelihood that the fair value of the security will recover in the foreseeable future. A real estate equity investment is evaluated for an other-than-temporary impairment when the fair value of the property is lower than its depreciated cost.

For real estate and other investments that represent ownership interests in partnerships, JVs and LLCs, the review focuses on the likelihood that the Company will ultimately recover its initial investment, adjusted for its share of subsequent net earnings and/or distributions. The Company’s review of securities partnerships will generally defer to GAAP-basis impairment reviews performed by the general partner absent compelling evidence of a permanent impairment of the Company’s partnership interest.

Realized capital losses related to declines in fair value of investments that were considered to be other-than-temporary for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the years ended December 31,
	2023			2022			2021
				(in millions)
Bonds		(80	)		(107	)		(62	)
Common and preferred stocks		(10	)		(17	)		(2	)
Mortgage loans		(37	)		(25	)		-
Real estate		-			(99	)		(39	)
Other investments		(32	)		-			(8	)
Total	$	(159	)	$	(248	)	$	(111	)

In addition to the realized capital losses above, $99 million, $11 million and $61 million of other-than-temporary impairments were recorded by the Company’s unconsolidated non-insurance subsidiaries for the years ended December 31, 2023, 2022 and 2021, respectively. The decline in the Company’s equity in these subsidiaries resulting from these impairments is reported in changes in net unrealized capital gains and losses in the statutory statements of changes in surplus.

Unrealized Capital Gains and Losses

Unrealized capital gains and losses include changes in the fair value of common and some preferred stocks, other investments and currency translation adjustments on foreign-denominated bonds and mortgage loans and are reported net of any related changes in deferred taxes in the statutory statements of changes in surplus. Changes in the Company’s equity-method share of the undistributed earnings of partnerships, JVs, LLCs and unconsolidated subsidiaries are also reported as changes in unrealized capital gains and losses. If net earnings are distributed to the Company in the form of dividends, net investment income is recognized in the amount of the distribution and the previously unrealized net capital gains are reversed.

NM-26

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Changes in net unrealized capital gains and losses for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the years ended December 31,
	2023			2022			2021
	(in millions)
Bonds	$	462		$	(1,016	)	$	(470	)
Mortgage loans		6			(20	)		(10	)
Common and preferred stocks		221			(728	)		260
Deposit funds		(24	)		—			—
Other investments		(487	)		81			3,969
Subtotal		178			(1,683	)		3,749
Change in deferred taxes		(61	)		134			(260	)
Change in net unrealized capital gains and losses	$	117		$	(1,549	)	$	3,489

Changes in net unrealized capital gains and losses for the years ended December 31, 2023, 2022 and 2021 included the reversal of previously unrealized capital gains of $(1,920) million, $(1,461) million and $(236) million, respectively, related to distributions of accumulated net earnings made to the Company from unconsolidated non-insurance subsidiaries.

The amortized cost and fair value of bonds and common and preferred stocks for which fair value declined and remained below cost at December 31, 2023 and 2022 were as follows:

	December 31, 2023
	Decline For Less Than 12 Months							Decline For Greater Than 12 Months
	Amortized  Cost		Fair  Value		Difference			Amortized  Cost		Fair Value		Difference
	(in millions)
Bonds	$	5,679	$	5,499	$	(180	)	$	111,062	$	99,027	$	(12,035	)
Structured securities		1,643		1,630		(13	)		26,805		24,302		(2,503	)
Common and preferred stocks		65		58		(7	)		317		278		(39	)
Total	$	7,387	$	7,187	$	(200	)	$	138,184	$	123,607	$	(14,577	)

	December 31, 2022
	Decline For Less Than 12 Months						Decline For Greater Than 12 Months
	Amortized  Cost		Fair  Value		Difference		Amortized  Cost		Fair Value		Difference
	(in millions)
Bonds	$	88,076	$	78,708	$	(9,368)	$	50,675	$	40,648	$	(10,027)
Structured securities		21,529		20,241		(1,288)		15,104		12,900		(2,204)
Common and preferred stocks		601		524		(77)		37		26		(11)
Total	$	110,206	$	99,473	$	(10,733)	$	65,816	$	53,574	$	(12,242)

Based on the results of the impairment review process described above, the Company considers these declines in fair value to be temporary based on current facts and circumstances. These declines in fair value were primarily attributable to the impact of higher market interest rates with no specific credit concerns. As of December 31, 2023, the Company does not intend to sell these securities and believes it has the ability to hold these securities until the anticipated recovery of the remaining amortized cost basis.

NM-27

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

For securities without a full SVO credit analysis performed that are current on principal and interest the statutory basis of accounting allows the Company to assign a NAIC designation of “5GI” to such securities for reporting purposes. At December 31, 2023 and 2022, the statement and fair values of NAIC 5GI securities were as follows:

	December 31,
	2023						2022
	Number of   Securities		Statement   Value		Fair   Value		Number of   Securities		Statement  Value		Fair   Value
	($in millions)						($in millions)
Bonds		93	$	2,224	$	2,089		94	$	2,123	$	1,820
Preferred stock		4		35		35		2		13		13
Loan-backed and structured securities		1		—		—		1		—		—
Total		98	$	2,259	$	2,124		97	$	2,136	$	1,833

Repurchase Agreements

The Company participates in bilateral and tri-party repurchase programs with U.S. domiciled unaffiliated third parties. The agreements under these programs require the Company to sell securities and simultaneously agree to repurchase the same (or substantially the same) securities prior to the securities reaching their maturity. These repurchase agreements are intended to enhance the yield of the Company’s investment portfolio. The agreements are accounted for as collateralized borrowings with the transferred security proceeds recorded as other liabilities in the statutory statements of financial position while the underlying securities continue to be recorded as investments by the Company. Investment earnings are recorded as net investment income and the difference between the transferred security proceeds and the amount at which the securities will be subsequently reacquired is amortized into net investment income as interest expense in the statutory statements of operations.

The Company manages counterparty and other risks associated with its repurchase program by adhering to guidelines that require counterparties to provide the Company with cash or other high-quality collateral of no less than 97% of the fair value of the securities on loan plus accrued interest and by setting conservative standards for the Company’s reinvestment of cash collateral received.

Cash collateral received, and the liability to return that collateral which is included within other liabilities in the statutory statements of financial position, had the following characteristics during 2023 and 2022:

For the quarter ended:	Maximum   Balance			Ending Balance
	(in millions)
March 31, 2023	$	2,932		$	2,917
June 30, 2023	$	2,938		$	2,895
September 30, 2023	$	3,117		$	2,797
December 31, 2023	$	2,797		$	2,492
March 31, 2022	$	1,277		$	1,243
June 30, 2022	$	2,032		$	2,032
September 30, 2022	$	2,352		$	2,300
December 31, 2022	$	2,316		$	2,295

NM-28

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

During 2023 and 2022, securities sold under repurchase agreements included the following characteristics:

For the quarter ended:	Maximum Balance (Fair Value)			Ending Balance (Fair Value)			Ending Balance (Statement Value)
				(in millions)
March 31, 2023	$	2,997		$	2,985		$	2,917
June 30, 2023	$	3,008		$	2,958		$	2,895
September 30, 2023	$	3,150		$	2,855		$	2,797
December 31, 2023	$	2,861		$	2,545		$	2,492
March 31, 2022	$	1,311		$	1,273		$	1,243
June 30, 2022	$	2,080		$	2,073		$	2,032
September 30, 2022	$	2,406		$	2,340		$	2,300
December 31, 2022	$	2,372		$	2,336		$	2,295

The repurchase agreements have overnight contractual maturities. Securities sold under the repurchase agreements consisted of U.S. Treasury securities and U.S. Government agency-issued residential mortgage-backed securities. All securities sold had NAIC designations of 1.

The amortized cost, fair value and remaining term to maturity of reinvested repurchase agreement collateral held by the Company at December 31, 2023 and 2022 was as follows:

	December 31, 2023						December 31, 2022
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
	(in millions)						(in millions)
30 days or less	$	512		$	512		$	420		$	420
31-60 days		282			282			345			345
61-90 days		76			76			372			372
91-120 days		80			80			27			27
121-180 days		147			147			23			22
181-365 days		278			274			391			390
1-2 years		679			676			251			250
2-3 years		350			351			223			223
Over 3 years		66			66			245			240
Total	$	2,470		$	2,464		$	2,297		$	2,289

If the securities sold under the repurchase agreements or the reinvested collateral become less liquid, the Company has the liquidity resources within its general account available to meet potential cash demands when securities are required to be repurchased.

Restricted Assets

Certain of the Company’s investments are either pledged as collateral or are otherwise held beyond the exclusive control of the Company (“restricted assets”). These restrictions are generally the result of collateral support agreements with the Federal Home Loan Bank of Chicago and other counterparties in connection with repurchase agreements and derivative transactions.

NM-29

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

At December 31, 2023 and 2022, collateral held by counterparties was primarily in the form of cash, short-term investments and bonds, including U.S. Government securities. All restricted assets in the below table are admitted assets in 2023 and 2022. See Note 4 for more information regarding the Company’s derivative portfolio.

The statement value of restricted assets at December 31, 2023 and 2022, summarized by type of restriction, was as follows:

	December 31,
	2023		2022
	(in millions)
Loaned securities - repurchase agreements	$	2,492	$	2,295
Federal Home Loan Bank of Chicago pledged collateral		9,339		4,681
Derivative transactions		456		504
Federal Home Loan Bank of Chicago stock		135		121
Securities on deposit with states		3		3
Total restricted assets	$	12,425	$	7,604

Collateral Assets Received

The statement and fair values of collateral received at December 31, 2023 and 2022 were as follows:

	December 31,    2023				December 31,    2022
	Statement Value		Fair Value		Statement Value		Fair Value
	(in millions)				(in millions)
Repurchase agreement collateral	$	2,492	$	2,545	$	2,295	$	2,336
Derivative collateral		1,068		1,068		2,141		2,141
Mortgage loan escrow		117		117		101		101
Real estate escrow and security deposits		5		5		4		4
Total collateral assets	$	3,682	$	3,735	$	4,541	$	4,582

At December 31, 2023 and 2022, derivative collateral received included $5 million and $0 million, respectively, related to the separate accounts. The obligation to return all other collateral received is reported as other liabilities in the statutory statements of financial position.

4. Derivative Financial Instruments

The Company enters into derivative transactions, generally to mitigate the risk to its assets, liabilities and surplus from fluctuations in interest rates, foreign currency exchange rates, credit conditions and other market risks. Derivatives may be exchange traded, cleared or executed in the over-the-counter market. A majority of the Company’s over-the-counter derivatives are bilateral contracts between two counterparties. The Company’s remaining over-the-counter derivatives are cleared and settled through central clearing exchanges.

Derivatives that are designated as hedges for accounting purposes and meet the qualifications for statutory hedge accounting are reported on a basis consistent with the asset or liability being hedged (i.e., at amortized cost or fair value). Derivatives that are used to mitigate risk but are not designated as hedges for accounting purposes, or otherwise do not meet the qualifications for statutory hedge accounting, are reported at fair value.

NM-30

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

To qualify for hedge accounting, the hedge relationship must be designated and formally documented at inception. This documentation details the risk management objective and strategy for the hedge, the derivative used in the hedge and the methodology for assessing hedge effectiveness. The hedge must also be “highly effective,” with an assessment of its effectiveness performed both at inception and on an ongoing basis over the life of the hedge.

The fair value of derivative instruments is based on quoted market prices when available. In the absence of quoted market prices, fair value is estimated using industry-standard models utilizing market observable inputs.

Derivative transactions expose the Company to the risk that a counterparty may not be able to fulfill its obligations under the contract. The Company manages this risk by dealing only with counterparties that maintain a minimum credit rating, by performing ongoing review of counterparties’ credit standing and by adhering to established limits for credit exposure to any single counterparty. The Company also utilizes collateral support arrangements that require the daily exchange of collateral assets if counterparty credit exposure exceeds certain limits. The Company does not offset the statement values for derivatives executed with the same counterparty, even if a master netting arrangement is in place. The Company also does not offset the right to claim collateral against the obligation to return such collateral.

The fair value of collateral held by the Company under derivative support agreements at December 31, 2023 and 2022 was as follows:

	December 31,
	2023		2022
	(in millions)
Bonds:
General Account	$	251	$	108
Separate Accounts		-		-
Total bond collateral	$	251	$	108
Cash:
General Account	$	1,063	$	2,141
Separate Accounts		5		-
Total cash collateral	$	1,068	$	2,141

Bond collateral held in the general account is not reported in the statutory statements of financial position. Cash collateral held in the general account is reported as cash and short-term investments in the statutory statements of financial position, while the Company’s obligation to return the collateral is reported as other liabilities. Separate account cash collateral assets and related liabilities is reported in the separate account assets and liabilities, respectively, in the statutory statements of financial position.

NM-31

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The fair value of collateral posted by the Company at December 31, 2023 and 2022 was as follows:

	December 31,
	2023			2022
	(in millions)
Bonds posted for derivative support agreements:
General Account	$	73		$	69
Separate Accounts		2			2
Bonds posted for futures agreements:
General Account		178			221
Separate Accounts		15			15
Total bond collateral	$	268		$	307
Cash posted for derivative support agreements:
General Account	$	175		$	187
Separate Accounts		4			2
Cash posted for futures agreements:
General Account		-			-
Separate Accounts		9			8
Total cash collateral	$	188		$	197

Bonds posted as collateral are reported as bonds and cash posted as collateral is reported as a receivable included in other investments in the statutory statements of financial position.

The Company has no embedded credit derivatives that expose it to the possibility of being required to make future payments.

Hedging - Designated as Hedging Instruments

The Company designates and accounts for the following derivative types as cash flow or fair value hedges, with the related derivative instrument reported at amortized cost in the statutory statements of financial position. No component of these derivatives’ economic gain or loss was excluded from the assessment of hedge effectiveness.

Interest rate floors are used to mitigate the asset/liability management risk of a significant and sustained decrease in interest rates for certain of the Company’s insurance products. Interest rate floors entitle the Company to receive payments from a counterparty if market interest rates decline below a specified level. Amounts received on these contracts are reported as net investment income.

Interest rate swaps are used to mitigate interest rate risk for investments in fixed and variable interest rate bonds and fixed rate liabilities over a period of up to 12 years. Interest rate swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable interest rate index and a specified fixed rate of interest applied to the notional amount of the contract. Amounts received or paid on these contracts are reported as net investment income.

NM-32

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Foreign currency swaps are used to mitigate the foreign exchange risk for investments in bonds and mortgage loans and liabilities denominated in foreign currencies over a period of up to 30 years. Foreign currency swaps obligate the Company and a counterparty to exchange the foreign currency-denominated interest and principal payments receivable on foreign bonds and mortgage loans or those owed on liabilities for U.S. dollar-denominated payments based on currency exchange rates specified at trade inception. Foreign exchange gains or losses on these contracts are reported as a change in unrealized capital gains or losses until the maturity or termination of the contract, at which time a realized capital gain or loss is recognized. Amounts received or paid on these contracts are reported as net investment income.

Hedging - Not Designated as Hedging Instruments

The Company enters into other derivative transactions that mitigate economic risks but are not designated as a hedge for accounting purposes or otherwise do not qualify for statutory hedge accounting. These instruments are reported in the statutory statements of financial position at fair value. Changes in the fair value of these instruments are reported as a change in unrealized capital gains or losses until the maturity or termination of the contract, at which time a realized capital gain or loss is recognized.

The average fair value of outstanding derivative assets not designated as hedging instruments was $499 million and $411 million for the years ended December 31, 2023 and 2022, respectively. The average fair value of outstanding derivative liabilities not designated as hedging instruments was $171 million and $139 million for the years ended December 31, 2023 and 2022, respectively.

Interest rate caps and floors are used to mitigate the risk of a significant and sustained increase or decrease in interest rates for certain of the Company’s debt instruments and insurance and annuity products. Interest rate caps and floors entitle the Company to pay or receive payments from a counterparty if market interest rates rise above or decline below a specified level. Amounts paid or received on these contracts are reported as net investment income.

Interest rate swaps are used to mitigate interest rate risk for investments in variable interest rate and fixed interest rate bonds over a period of up to 10 years. Interest rate swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable interest rate index and a specified fixed rate of interest applied to the notional amount of the contract. Amounts received or paid on these contracts are reported as net investment income.

Swaptions are used to mitigate the asset/liability management risk of a significant and sustained increase in interest rates for certain of the Company’s insurance products. Swaptions provide the Company an option to enter into an interest rate swap with a counterparty on specified terms.

Fixed income futures are used to mitigate interest rate risk for investments in portfolios of fixed income securities. Fixed income futures obligate the Company to sell to or buy from a counterparty a specified number of contracts at a specified price at a future date.

Fixed income forwards are used to gain exposure to the investment risk and return of mortgage-backed securities by utilizing “to-be-announced” (TBA) forward contracts. The Company also uses TBA forward contracts to hedge interest rate risk and participate in the mortgage-backed securities market in an efficient and cost-effective way. Additionally, pursuant to the Company’s mortgage dollar roll program, TBAs or mortgage-backed securities are transferred to counterparties with a corresponding agreement to purchase a substantially similar security for later settlement. These transactions do not qualify as secured borrowings and are accounted for as derivatives.

Foreign currency forwards are used to mitigate the foreign exchange risk for investments in bonds denominated in foreign currencies or common stock or other equity investments in companies operating in foreign countries. Foreign currency forwards obligate the Company to pay to or receive from a counterparty a specified amount of a foreign currency at a future date.

NM-33

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Foreign currency swaps are used to mitigate the foreign exchange risk for investments in bonds denominated in foreign currencies over a period of up to 15 years. Foreign currency swaps obligate the Company and a counterparty to exchange the foreign currency-denominated interest and principal payments receivable on foreign bonds and mortgage loans for U.S. dollar-denominated payments based on currency exchange rates specified at trade inception. Foreign exchange gains or losses on these contracts are reported as a change in unrealized capital gains or losses until the maturity or termination of the contract, at which time a realized capital gain or loss is recognized. Amounts received or paid on these contracts are reported as net investment income.

Warrants are acquired through the purchase of private bonds. Warrants provide the Company the right to purchase an underlying financial instrument at a given price and time. Changes in the value of the underlying financial instrument are reported as a change in unrealized capital gains or losses. When the warrant is exercised, the derivative is terminated, and the current value becomes the basis for the new financial instrument.

Investment Replications

Interest rate swap replications are used to replicate a bond investment through the use of cash market instruments combined with an interest rate swap. Interest rate swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable interest rate and a specified fixed interest rate applied to the notional amount of the contract. Interest rate swap replications, including the derivative components, are reported at amortized cost.

Bond forward replications are used to replicate a long-term bond investment through the use of cash market instruments combined with a U.S. Treasury bond forward. U.S. Treasury bond forwards obligate the Company to buy or sell from a counterparty a specified security at a specified price at a future date. Bond forward replications, including the derivative components, are reported at amortized cost.

NM-34

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The effects of the Company’s use of derivative instruments on the statutory statements of financial position at December 31, 2023 and 2022 were as follows:

	December 31, 2023
	Notional		Statement Value					Fair Value
	Amount		Assets		Liabilities			Assets		Liabilities
					(in millions)
Derivatives designated as hedging instruments:
Interest rate contracts:
Interest rate floors	$	150	$	-	$	-		$	-	$	-
Interest rate swaps		1,932		-		-			-		(113	)
Foreign exchange contracts:
Foreign currency swaps		15,064		846		(155	)		1,276		(209	)
Derivatives not designated as hedging instruments:
Interest rate contracts:
Interest rate caps		1,705		25		-			25		-
Interest rate floors		2,473		32		(2	)		32		(2	)
Interest rate swaps		7,933		113		(124	)		113		(124	)
Swaptions		4,548		273		-			273		-
Fixed income futures		11,577		-		-			-		-
Fixed income forwards		183		1		-			1		-
Foreign exchange contracts:
Foreign currency forwards		-		-		-			-		-
Foreign currency swaps		102		12		(2	)		12		(2	)
Investment replications
Interest rate contracts:
Interest rate swaps		673		-		-			10		(9	)
Bond forwards:
Bond forwards		1,777		-		-			1		(92	)
Total derivatives			$	1,302	$	(283	)	$	1,743	$	(551	)

NM-35

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	December 31, 2022
	Notional		Statement Value						Fair Value
	Amount		Assets			Liabilities			Assets			Liabilities
						(in millions)
Derivatives designated as hedging instruments:
Interest rate contracts:
Interest rate floors	$	300	$	1		$	-		$	1		$	-
Interest rate swaps		1,947		-			-			-			(162	)
Foreign exchange contracts:
Foreign currency swaps		13,623		1,199			(46	)		1,862			(58	)
Derivatives not designated as hedging instruments:
Interest rate contracts:
Interest rate caps		1,705		51			-			51			-
Interest rate floors		1,806		21			(3	)		21			(3	)
Interest rate swaps		4,666		151			(162	)		151			(162	)
Swaptions		4,635		242			-			242			-
Fixed income futures		10,369		-			-			-			-
Fixed income forwards		469		1			(7	)		1			(7	)
Foreign exchange contracts:
Foreign currency forwards		-		-			-			-			-
Foreign currency swaps		144		14			(1	)		14			(1	)
Investment replications
Interest rate contracts:
Interest rate swaps		6		-			-			1			-
Bond forwards:
Bond forwards		-		-			-			-			-
Total derivatives			$	1,680		$	(219	)	$	2,344		$	(393	)

The notional amounts shown above are used to denominate the derivative contracts and do not represent amounts exchanged between the Company and the derivative counterparties. Derivative instruments are reported as other investments or other liabilities in the statutory statements of financial position.

NM-36

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The effects of the Company’s use of derivative instruments on the statutory statements of operations and changes in surplus for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the year ended December 31, 2023
	Change in Net  Unrealized Capital Gains (Losses)			Net Realized Capital  Gains (Losses)			Net Investment  Income
				(in millions)
Derivatives designated as hedging instruments:
Interest rate contracts:
Interest rate floors	$	-		$	-		$	-
Interest rate swaps		3			-			(72	)
Foreign exchange contracts:
Foreign currency swaps		(462	)		48			155
Derivatives not designated as hedging instruments:
Interest rate contracts:
Interest rate caps		(24	)		-			4
Interest rate floors		3			-			(4	)
Interest rate swaps		(3	)		-			(5	)
Swaptions		34			-			(10	)
Fixed income futures		268			(396	)		-
Fixed income forwards		7			(15	)		-
Foreign exchange contracts:
Foreign currency forwards		-			-			-
Foreign currency swaps		(4	)		-			2
Credit contracts:
Purchased credit default swaps		-			-			-
Warrants		-			-			-
Investment replications
Interest rate contracts:
Interest rate swaps		-			-			-
Bond forwards:
Bond forwards		-			(10	)		-
Total derivatives	$	(178	)	$	(373	)	$	70

NM-37

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	For the year ended December 31, 2022
	Change in Net  Unrealized Capital Gains (Losses)			Net Realized Capital Gains (Losses)			Net Investment  Income
				(in millions)
Derivatives designated as hedging instruments:
Interest rate contracts:
Interest rate floors	$	-		$	-		$	3
Interest rate swaps		-			-			(12	)
Foreign exchange contracts:
Foreign currency swaps		1,027			65			190
Derivatives not designated as hedging instruments:
Interest rate contracts:
Interest rate caps		36			-			(2	)
Interest rate floors		(17	)		-			-
Interest rate swaps		(15	)		-			-
Swaptions		139			-			(10	)
Fixed income futures		(57	)		(652	)		-
Fixed income forwards		(8	)		(91	)		-
Foreign exchange contracts:
Foreign currency forwards		(46	)		49			-
Foreign currency swaps		5			4			2
Credit contracts:
Purchased credit default swaps		-			-			-
Warrants		-			-			-
Investment replications
Interest rate contracts:
Interest rate swaps		-			-			-
Bond forwards:
Bond forwards		-			-			-
Total derivatives	$	1,064		$	(625	)	$	171

NM-38

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	For the year ended December 31, 2021
	Change in Net  Unrealized Capital Gains (Losses)			Net Realized Capital Gains (Losses)			Net Investment  Income
				(in millions)
Derivatives designated as hedging instruments:
Interest rate contracts:
Interest rate floors	$	-		$	-		$	11
Interest rate swaps		-			-			5
Foreign exchange contracts:
Foreign currency swaps		467			4			153
Derivatives not designated as hedging instruments:
Interest rate contracts:
Interest rate caps		12			-			(2	)
Interest rate floors		(7	)		-			2
Interest rate swaps		(4	)		1			3
Swaptions		27			-			(9	)
Fixed income futures		(44	)		273			-
Fixed income forwards		(12	)		(5	)		-
Foreign exchange contracts:
Foreign currency forwards		58			13			-
Foreign currency swaps		5			-			2
Credit contracts:
Purchased credit default swaps		-			-			-
Warrants		(2	)		-			-
Investment replications
Interest rate contracts:
Interest rate swaps		-			-			-
Bond forwards:
Bond forwards		-			-			-
Total derivatives	$	500		$	286		$	165

There were no changes in net unrealized gains or losses resulting from derivatives that no longer qualify for hedge accounting for the years ended December 31, 2023, 2022 and 2021.

NM-39

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

5. Policy Benefit Reserves and Deposit Funds

General account policy benefit reserves at December 31, 2023 and 2022 were as follows:

	December 31,
	2023		2022
	(in millions)
Life insurance reserves	$	224,837	$	215,691
Disability and long-term care active life reserves		8,260		7,564
Disability and long-term care unpaid claims and claim reserves		5,944		5,528
Annuity reserves		14,919		13,660
Total policy benefit reserves	$	253,960	$	242,443

See Note 9 for more information regarding the Company’s use of reinsurance and the related impact on policy benefit reserves.

Life Insurance Reserves

Historically, policy and contract reserves were determined in accordance with standard valuation methods approved by the OCI and were computed in accordance with standard actuarial methodology based on the Commissioners’ Reserve Valuation Method (CRVM) or the net level premium method. The reserves were based on assumptions for interest, mortality and other risks insured. Effective January 1, 2017, the OCI required a principles-based approach (PBR) for the calculation of its policy benefit reserves with a three-year phase-in period from the effective date. PBR requires reserves to be calculated using company experience assumptions with margin subject to a floor based on similar prescribed methods and assumptions used with existing in-force business. The Company adopted PBR for certain new life insurance products issued on or after July 1, 2019 and for all remaining life insurance policies issued on or after January 1, 2020.

Life insurance reserve calculations, using basic data, determine tabular interest, tabular cost, and tabular cost less actual reserves released. Tabular interest on funds not involving life contingencies is calculated as the product of the valuation interest rate times the mean of the amount of funds subject to such rate held at the beginning and end of the year of valuation.

As of December 31, 2023, the Company had $2.3 trillion of total life insurance in force, including $16 billion of life insurance in force for which gross premiums were less than net premiums according to the standard valuation methods and assumptions prescribed by the OCI. Gross premiums are calculated using mortality tables that reflect both the Company’s actual experience and the potential transfer of risk to reinsurers. Net premiums are determined in the calculation of statutory reserves, which must be based on industry-standard mortality tables.

Additional premiums or charges are assessed for substandard lives on policies issued after January 1, 1956. Net level premium or CRVM mean reserves for these policies are based on multiples of mortality tables or one-half the net flat or other extra mortality charge. The Company waives deduction of fractional premiums upon death of an insured and returns any portion of the final premium beyond the date of death. Cash values are not promised in excess of the legally computed reserves.

NM-40

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

At December 31, 2023 and 2022, the account and cash values related to the Company’s general account life reserves were as follows:

	Account Value				Cash Value				Reserves
					December 31,
	2023		2022		2023		2022		2023		2022
					(in millions)
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	14,570	$	13,692	$	14,378	$	13,479	$	14,397	$	13,500
Universal life with secondary guarantees		13		13		12		12		38		34
Other permanent cash value life insurance		-		-		192,206		185,111		198,033		190,196
Variable life		-		-		-		-		1,069		973
Variable universal life		10		8		10		7		62		43
Not subject to discretionary withdrawal or no cash value:
Term policies without cash value		-		-		-		-		5,347		5,192
Accidental death benefits		-		-		-		-		9		9
Disability - active lives		-		-		-		-		1,182		1,064
Disability - disabled lives		-		-		-		-		1,638		1,563
Miscellaneous reserves		-		-		-		-		3,087		3,051
Total gross life reserves 1		14,593		13,713		206,606		198,609		224,862		215,625
Reinsurance ceded		-		-		-		-		1,150		1,184
Total net life insurance	$	14,593	$	13,713	$	206,606	$	198,609	$	223,712	$	214,441

1 This line includes only the Company’s general life reserves, whereas, the life insurance reserves presented in the general account policy benefit reserves table above include life and annuity unpaid claims.

At December 31, 2023 and 2022, the withdrawal characteristics of the Company’s separate account life reserves were as follows:

	Account Value				Cash Value				Reserves
	December 31,
	2023		2022		2023		2022		2023		2022
					(in millions)
Subject to discretionary withdrawal, surrender values or policy loans:
Variable life	$	-	$	-	$	9,712	$	8,399	$	8,688	$	7,476
Variable universal life		2,253		1,837		2,338		1,690		2,285		1,654
Total gross life reserves	$	2,253	$	1,837	$	12,050	$	10,089	$	10,973	$	9,130
Reinsurance ceded		-		-		-		-		-		-
Total net life insurance	$	2,253	$	1,837	$	12,050	$	10,089	$	10,973	$	9,130

NM-41

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The following are amounts reported as net life insurance reserves in the Company’s Annual Statement, which agree with the amounts reported as net life insurance reserves in the table above at December 31, 2023 and 2022.

	December 31,
	2023		2022
	(in millions)
From Life, Accident & Health Annual Statement:
Life insurance	$	220,774	$	211,671
Accidental death benefits		9		9
Disability - active lives		1,182		1,064
Disability - disabled lives		1,636		1,561
Miscellaneous reserves		111		136
Subtotal net life insurance		223,712		214,441
From Separate Accounts Annual Statement:
Life insurance		10,973		9,130
Combined Total	$	234,685	$	223,571

Annuity Reserves

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioners’ Annuity Reserve Valuation Method (CARVM), Valuation Manual Section 21 (VM-21) for variable annuity products and Actuarial Guideline 33 for all other products. Other deferred annuity reserves are based on policy value, with additional reserves held to reflect guarantees under these contracts. Immediate annuity reserves are based on the present value of expected benefit payments. Changes in future policy benefit reserves on supplementary contracts and income annuities without life contingencies are deposit-type transactions and are excluded from net additions to policy benefit reserves in the statutory statements of operations.

Deposit Funds

Deposit fund liabilities at December 31, 2023 and 2022 were $13.1 billion and $11.0 billion, respectively. Deposit funds primarily represent reserves for funding agreements, supplementary contracts and income annuities without life contingencies, and amounts left on deposit with the Company by beneficiaries or policyowners. Beneficiaries of the Company’s life insurance policies can choose to receive their death benefit in a single lump sum payment or through a supplementary contract consisting of a series of scheduled payments. If the beneficiary does not affirmatively choose a supplementary contract, the proceeds are automatically paid to the beneficiary in a single lump sum.

Prior to November 1, 2013, beneficiaries of the Company’s life insurance policies also could choose to receive their death benefit by deposit of the proceeds (if $20,000 or more) into an interest-bearing retained asset account (“Northwestern Access Fund”). Funds held on behalf of Northwestern Access Fund account holders are segmented in the Company’s general account and are invested primarily in short-term, liquid investments and high quality corporate bonds. Northwestern Access Fund accounts are credited with interest at short-term market rates, with certain accounts subject to guaranteed minimum crediting rates.

The total deposit fund liability for Northwestern Access Fund account balances held by the Company was $262 million and $270 million at December 31, 2023 and 2022, respectively. Accounts were credited with interest at annual rates ranging from 3.66% to 5.20% and 0.01% to 3.87% during 2023 and 2022, respectively. The crediting interest rates changed 46 times and 42 times during 2023 and 2022, respectively.

NM-42

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The Company is a member of the Federal Home Loan Bank of Chicago (FHLBC) and issues funding agreements to FHLBC in exchange for cash. Funding agreements are issued through the general account and the sales proceeds are invested as part of a spread lending strategy. The Company is required to pledge collateral to the FHLBC in the form of eligible investments when funding agreements are issued. Upon an event of default by the Company, the FHLBC’s recovery on the collateral is limited to the outstanding amount of the Company’s liability to the FHLBC.

At December 31, 2023 and 2022, the Company held $135 million and $121 million of FHLBC activity stock, respectively. The amount of collateral pledged to the FHLBC was as follows:

	Statement Value (1)			Fair Value (1)
	(in millions)
December 31, 2023	$	9,339		$	8,352
December 31, 2022		4,681			4,195

⁽¹⁾  Includes amounts in excess of minimum requirements

The maximum amount of collateral pledged to the FHLBC was as follows:

	Statement Value		Fair Value		Amount Borrowed at Time of Max Collateral
			(in millions)
December 31, 2023	$	9,468	$	8,149	$	2,834
December 31, 2022		4,718		4,451		2,188

The amount borrowed from FHLBC, in the form of funding agreements, was as follows:

	December 31,			December 31,
	2023			2022
	(in millions)			(in millions)
Borrowed	$	3,011		$	2,698
Deposit fund reserves	$	3,019		$	2,707
Max borrowed during the year	$	3,436		$	2,698
Borrowing capacity as determined by insurer	$	16,000		$	8,000

The Company does not have prepayment obligations for these funding agreements.

The Company has established a $20 billion global FABN program. As part of this program, a special purpose entity issues medium term notes (Notes) to investors. Note proceeds are used to purchase funding agreements from the Company. The issued funding agreements have payment terms substantially identical to the Notes. As of December 31, 2023 and 2022, the Company had issued and outstanding funding agreements of $6.2 billion and $4.2 billion, respectively.

During 2023, the Company established a funding agreement-backed commercial paper program (the “FACP Program”). Under the FACP Program, Northwestern Mutual Short Term Funding, LLC (“NMSTF”) may issue commercial paper and deposit the proceeds with the Company pursuant to a funding agreement issued by the Company to NMSTF. The current maximum aggregate principal amount permitted to be outstanding at any one time under the FACP Program is $8.0 billion. As of December 31, 2023, the Company had no FACP Program funding agreements outstanding.

NM-43

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

For all deposit type contracts, reserves reflect the accumulated value. For funding agreements with fixed rate interest payments, the Company utilizes valuation interest rates to calculate the present value (floored at the accumulated value) of any future cash flow amounts. Amounts in excess of accumulated values are recorded as an additional reserve and are reported in the deposit fund reserve balance above.

Withdrawal Characteristics of Annuity Reserves and Deposit Funds

At December 31, 2023 and 2022, the withdrawal characteristics of the Company’s general account and separate account annuity reserves and deposit funds were as follows:

	General Account						Separate Account						Total
	December 31,
	2023			2022			2023			2022			2023			2022
	(in millions)
Individual Annuities
Subject to discretionary withdrawal
- with market value adjustment	$	195		$	106		$	-		$	-		$	195		$	106
- at book value less surrender charge of 5% or more		81			67			-			-			81			67
- at fair value		-			-			21,204			19,556			21,204			19,556
Total with market value adjustment or at fair value		276			173			21,204			19,556			21,480			19,729
- at book value without adjustment		1,457			1,665			-			-			1,457			1,665
Not subject to discretionary withdrawal		11,024			9,723			268			248			11,292			9,971
Total gross individual annuities		12,757			11,561			21,472			19,804			34,229			31,365
Reinsurance ceded		-			-			-			-			-			-
Total net individual annuities	$	12,757		$	11,561		$	21,472		$	19,804		$	34,229		$	31,365
Group Annuities
Subject to discretionary withdrawal
- at fair value	$	-		$	-		$	14		$	13		$	14		$	13
Total with market value adjustment or at fair value		-			-			14			13			14			13
Not subject to discretionary withdrawal		2,162			2,099			5,472			5,105			7,634			7,204
Total gross group annuities		2,162			2,099			5,486			5,118			7,648			7,217
Reinsurance ceded		-			-			-			-			-			-
Total net group annuities	$	2,162		$	2,099		$	5,486		$	5,118		$	7,648		$	7,217
Deposit-Type Contracts
Subject to discretionary withdrawal
- with market value adjustment	$	314		$	101		$	-		$	-		$	314		$	101
- at fair value		-			-			30			28			30			28
Total with market value adjustment or at fair value		314			101			30			28			344			129
- at book value without adjustment		3,153			3,719			-			-			3,153			3,719
Not subject to discretionary withdrawal		9,605			7,167			-			-			9,605			7,167
Total gross deposit-type contracts		13,072			10,987			30			28			13,102			11,015
Reinsurance ceded		-			-			-			-			-			-
Total net deposit-type contracts	$	13,072		$	10,987		$	30		$	28		$	13,102		$	11,015
Total annuity reserves and deposit funds	$	27,991		$	24,647		$	26,988		$	24,950		$	54,979		$	49,597

Of the individual annuity reserves at book value less surrender charge of 5% or more noted above, the Company expects that $5 million of those reserves will have less than a 5% surrender charge and be reported with the amounts at book value without adjustment in 2024.

NM-44

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The following are amounts reported as net annuity reserves in the Company’s Annual Statement, which agree with the amounts reported as net annuity reserves in the table above at December 31, 2023 and 2022.

	December 31,
	2023			2022
	(in millions)
From Life, Accident & Health Annual Statement:
Annuities	$	13,078		$	11,930
Supplementary contracts with life contingencies		1,841			1,730
Deposit-type contracts		13,072			10,987
Subtotal net annuity reserves		27,991			24,647
From Separate Accounts Annual Statement:
Annuities		26,690			24,674
Supplementary contracts		268			248
Other contract deposit funds		30			28
Subtotal net annuity reserves		26,988			24,950
Combined Total	$	54,979		$	49,597

Disability and Long-Term Care Reserves

Unpaid claims and claim reserves for disability and long-term care policies are based on the present value of expected benefit payments. The changes in reserves for unpaid claims, losses and loss adjustment expenses on disability and long-term care policies for the years ended December 31, 2023 and 2022 were as follows:

	For the years ended
	December 31,
	2023			2022
	(in millions)
Balance at January 1	$	5,528		$	5,455
Incurred related to:
Current year		1,155			998
Prior years		98			(129)
Total incurred		1,253			869
Paid related to:
Current year		(50	)		(47)
Prior years		(787	)		(749)
Total paid		(837	)		(796)
Balance at December 31	$	5,944		$	5,528

Changes in reserves for incurred claims related to prior years are generally the result of differences between claim experience assumed in reserve calculations and subsequent actual claim experience. Current and prior year incurred and paid amounts for the year ended December 31, 2022 have been revised by the Company.

NM-45

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Active life reserves are based on the net level premium method for disability policies issued prior to 1987 and the two-year preliminary term method for those issued after 1987. Active life reserves are mean reserves for disability policies issued through 2000 and mid-terminal plus unearned premium reserves for policies issued after 2000. Active life reserves for long-term care policies consist of mid-terminal reserves and unearned premiums. Mid-terminal reserves are based on the one-year preliminary term method.

Additional Actuarial Reserves

Each year, the Company must perform asset adequacy testing (AAT) to demonstrate that reserves make adequate provision for the anticipated cash flows required by contractual obligations and related expenses, in light of assets held for the reserves. Asset adequacy testing is performed in accordance with presently accepted actuarial standards and must include assumptions necessary to determine the adequacy of reserves under moderately adverse conditions. At December 31, 2023 and 2022, reserves required as a result of AAT were as follows:

	December 31,
	2023		2022
	(in millions)
Annuities and deposit funds	$	50	$	45
Life insurance		-		2
Total reserves	$	50	$	47

Statutory Minimum Reserves

The Company has the option to establish policy benefit and deposit fund reserves using a standard of valuation that produces higher reserves than those calculated according to the minimum standard provided in the statutory regulations. For contracts issued January 1, 2001 and later, excess reserves over the statutory minimums were $1,565 million and $1,400 million at December 31, 2023 and 2022, respectively.

6. Premium and Annuity Considerations Deferred and Uncollected

Gross deferred and uncollected insurance premiums represent life insurance premiums due to be received from policyowners through the next respective policy anniversary dates. Net deferred and uncollected premiums represent only the portion of gross premiums related to mortality charges and interest and are reported in deferred premium and other assets in the statutory statements of financial position.

Deferred and uncollected premiums at December 31, 2023 and 2022 were as follows:

	December 31, 2023				December 31, 2022
	Gross		Net		Gross		Net
	(in millions)				(in millions)
Ordinary new business	$	366	$	232	$	372	$	243
Ordinary renewal		3,431		2,778		3,281		2,660
Total deferred and uncollected premiums	$	3,797	$	3,010	$	3,653	$	2,903

NM-46

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

7. Separate Accounts

Separate account liabilities at December 31, 2023 and 2022 were as follows:

	Variable Life				Variable Annuities				Total
	December 31,
	2023		2022		2023		2022		2023		2022
					(in millions)
Separate account reserves	$	10,973	$	9,130	$	26,988	$	24,950	$	37,961	$	34,080
Non-policy liabilities										255		201
Total separate account liabilities									$	38,216	$	34,281

While separate account liability values are not guaranteed by the Company, variable annuity and variable life insurance products do include guaranteed minimum death benefits (GMDB) underwritten by the Company. General account policy benefit reserves included $8 million and $10 million attributable to GMDB at December 31, 2023 and 2022, respectively.

Premiums and other considerations received from variable annuity and variable life insurance policyowners were $1.5 billion and $1.6 billion for the years ended December 31, 2023 and 2022, respectively. These amounts are reported as premiums in the statutory statements of operations. The subsequent transfer of these premiums to the separate accounts, net of amounts received from the separate accounts to provide for policy benefit payments to variable product policyowners, is reported as net transfers to separate accounts in the statutory statements of operations. The following are amounts reported as transfers to and from separate accounts within the Company’s Separate Account Annual Statement, which agree with the amounts reported as net transfers to (from) separate accounts within these statutory financial statements:

	At and for the years ended December 31,
	2023			2022			2021
	(in millions)
From Separate Account Annual Statement:
Transfers to separate accounts	$	1,557		$	1,670		$	1,724
Transfers from separate accounts		(2,564	)		(2,160	)		(2,529	)
Net transfers from separate accounts	$	(1,007	)	$	(490	)	$	(805	)

8. Employee and Financial Representative Benefit Plans

The Company provides defined pension benefits for all eligible employees and financial representatives. This includes sponsorship of noncontributory defined benefit pension plans that are “qualified” under the terms of the Employee Retirement Income Security Act (ERISA) and the Internal Revenue Code (“Code”), as well as “nonqualified” plans that provide benefits to certain participants in excess of limits set by ERISA and the Code for the qualified plans. The Company’s funding policy for the qualified plans is to make annual contributions that are no less than the minimum amount needed to comply with the requirements of ERISA and no greater than the maximum amount deductible for federal income tax purposes. The Company made no contributions to the qualified retirement plans during either of the years ended December 31, 2023 and 2022 and does not expect to make a contribution to the plans during 2024.

The Company’s defined benefit pension plans for employees contains two different benefit formulas – a formula based on the final average pay of the participant that was frozen as of December 31, 2013 and one

NM-47

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

that awards cash balance credits based on each participant’s age and years of service that became effective on January 1, 2014. Benefits accrued under the final average pay formula remain available to participants upon retirement. Accumulated cash balance credits earn interest based on market rates and are subject to a minimum crediting rate. The Company’s defined benefit pension plans for financial representatives utilize a formula that is based on the participant’s estimated annual income earned over their career.

In addition to defined pension benefits, the Company provides certain health care and life insurance benefits (“postretirement benefits”) to retired employees, retired financial representatives and their eligible dependents. Participants are eligible for retirement health care coverage if they meet eligibility requirements for age and length of service and were either active or retired as of July 31, 2013 for employees and as of December 31, 2013 for financial representatives. Employees or financial representatives hired or contracted after the above dates are not eligible for coverage under the postretirement health plans. Additionally, the Company does not provide a subsidy for retiree health care coverage for employees retiring on or after January 1, 2022.

Medicare-eligible retirees and their dependents are offered health care options provided under an independent third-party health care marketplace (“marketplace”). Retirees and dependents that are not yet Medicare-eligible retain the historical health care benefits offered by the Company. Medicare-eligible retirees and dependents are provided with a pre-funded retiree health reimbursement account and access to third-party advisors to purchase health benefits through the marketplace. Non-Medicare-eligible retirees and dependents are provided premium assistance based on the retirees’ years of service with the Company. The Company pays the entire cost of retiree life insurance coverage.

Benefit Plan Assets

Aggregate plan assets of the defined benefit pension plans and postretirement benefit plans at December 31, 2023 and 2022, and changes in these assets for the years then ended, were as follows:

	Defined Benefit Plans						Postretirement Benefit Plans
	2023			2022			2023			2022
	(in millions)						(in millions)
Fair value of plan assets at January 1	$	4,996		$	6,504		$	76		$	100
Changes in plan assets:
Actual return on plan assets		560			(1,315	)		5			(20	)
Actual plan benefits paid		(192	)		(193	)		(11	)		(4	)
Fair value of plan assets at December 31	$	5,364		$	4,996		$	70		$	76

Plan assets consist of group annuity contracts issued by the Company that are funded by a Group Annuity Separate Account, which primarily invests in a diversified portfolio of public and private common stocks and corporate, government and mortgage-backed debt securities. The overall investment objective of the plans is to maximize long-term total rate of return, consistent with prudent standards for investment and asset/liability risk management and in accordance with ERISA requirements. Plan investments are managed with a long-term perspective and for the sole benefit of the plans’ participants.

NM-48

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Plan asset allocations are rebalanced regularly to maintain holdings within desired asset allocation ranges and to reposition the portfolio based upon perceived market opportunities and risks. Diversification, both by and within asset classes, is a primary risk management consideration. Assets are invested across various asset classes, sectors, industries and geographies. The measurement date for plan assets was December 31 of the respective period with the fair value of plan assets primarily based on quoted market prices. The target asset allocations and the actual allocation of the plans’ investments based on fair value at December 31, 2023 and 2022 were as follows:

	Target Allocation				Actual Allocation
	2023		2022		2023		2022
Bonds		73%		74%		73%		70%
Equity investments		26%		25%		26%		27%
Other investments		1%		1%		1%		3%
Total assets		100%		100%		100%		100%

At each of December 31, 2023 and 2022, other investments were comprised of cash and short-term investments.

Benefit Plan Obligations

Aggregate projected benefit obligations (PBOs) of the defined benefit pension plans and postretirement benefit plans at December 31, 2023 and 2022 and changes in these obligations for the years then ended were as follows:

	Defined Benefit Plans						Postretirement Benefit Plans
	2023			2022			2023			2022
	(in millions)						(in millions)
Projected benefit obligation at January 1	$	5,247		$	7,038		$	457		$	628
Changes in benefit obligation:
Service cost of benefits earned		192			240			5			8
Interest cost on projected obligations		255			173			21			13
Projected gross plan benefits paid		(214	)		(204	)		(27	)		(27	)
Experience (gains)/losses		193			(2,000	)		1			(165	)
Plan amendments and other		-			-			-			-
Projected benefit obligation at December 31	$	5,673		$	5,247		$	457		$	457

The PBO represents the estimated net present value of estimated future benefit obligations. For defined benefit plans, the PBO includes assumptions for future compensation increases for active participants. The accumulated benefit obligation (ABO) is similar to the PBO but is based only on current compensation with no assumption of future compensation increases. The aggregate ABO for the defined benefit plans was $5.4 billion and $5.0 billion for the years ended December 31, 2023 and 2022, respectively. Experience (gains)/losses for each of the years ended December 31, 2023 and 2022 primarily reflect the impact of changes in the PBO discount rate.

NM-49

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Benefit Plan Assumptions

The assumptions used in estimating the projected benefit obligations at December 31, 2023 and 2022 and the net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021 were as follows:

	Defined Benefit Plans				Postretirement Benefit Plans
	2023		2022		2023		2022
Projected benefit obligation:
Weighted average discount rate		4.80%		5.00%		4.79%		4.98%
Annual increase in compensation		3.75%		3.75%		3.75%		3.75%
Cash balance plan interest crediting rate		4.78%		4.99%		n/a		n/a

	Defined Benefit Plans						Postretirement Benefit Plans
	2023		2022		2021		2023		2022		2021
Net periodic benefit cost:
Weighted average discount rate		5.00%		2.77%		2.44%		4.98%		2.72%		2.37%
Annual increase in compensation		3.75%		3.75%		3.75%		3.75%		3.75%		3.75%
Long-term rate of return on plan assets		6.00%		5.25%		5.75%		6.00%		5.25%		5.75%
Cash balance plan interest crediting rate		4.99%		3.00%		2.39%		n/a		n/a		n/a

The expected long-term rate of return on plan assets is estimated in consideration of historical financial market performance, internal and third-party capital market expectations and the long-term target asset allocation.

The assumed annual increase in future retiree medical costs used in measuring the obligation for postretirement benefits were as follows:

	December 31,
	2023		2022
Assumed annual increase		5.00%		5.00%
Ultimate rate of annual increase		5.00%		5.00%
Year in which ultimate rate is reached		2024		2023

The Company’s exposure to medical inflation is limited to a maximum annual increase of 3%. In the event annual premiums increase greater than 3% plan participants are responsible for the balance of premiums which exceeded the 3% limit.

NM-50

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Benefit Plan Funded Status

The following is an aggregate reconciliation of the funded status of the plans to the related financial statement liabilities reported by the Company at December 31, 2023 and 2022.

	Defined Benefit Plans						Postretirement Benefit Plans
	2023			2022			2023			2022
	(in millions)						(in millions)
Fair value of plan assets	$	5,364		$	4,996		$	69		$	76
Projected benefit obligation		5,673			5,247			457			457
Funded status		(309	)		(251	)		(388	)		(381	)
Nonadmitted asset		(853	)		(818	)		-			-
Financial statement liability	$	(1,162	)	$	(1,069	)	$	(388	)	$	(381	)

The PBO for defined benefit plans above included $1,162 million and $1,069 million related to unfunded non-qualified plans at December 31, 2023 and 2022, respectively. In the aggregate, the fair value of qualified defined benefit plan assets represented 119% and 120% of the projected benefit obligations of these plans at December 31, 2023 and 2022, respectively.

Statutory accounting guidance requires that changes in plan funded status be recognized immediately as a direct adjustment to surplus, subject to limitations such as admissibility of net pension assets. These adjustments are included in changes in nonadmitted assets and other in the statutory statements of changes in surplus.

Aggregate defined benefit pension and postretirement plan surplus impacts were as follows for the years ended December 31, 2023 and 2022:

	For the year ended December 31, 2023
	Defined Benefit Plans									Postretirement Benefit Plans
	Net experience   gains (losses)			Prior service   (costs) credits			Net initial  asset			Net experience  gains (losses)			Prior service   (costs) credits
				(in millions)						(in millions)
Balance at January 1	$	(863	)	$	90		$	241		$	20		$	160
Amortization from surplus into net periodic benefit cost		36			(25	)		(30	)		(1	)		(12	)
Changes in plan assets and benefit obligations recognized in surplus		50			-			-			(7	)		-
Balance at December 31	$	(777	)	$	65		$	211		$	12		$	148

NM-51

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	For the year ended December 31, 2022
	Defined Benefit Plans									Postretirement Benefit Plans
	Net experience  gains (losses)			Prior service  (costs) credits			Net initial  asset			Net  experience  gains (losses)			Prior service  (costs) credits
				(in millions)						(in millions)
Balance at January 1	$	(1,215	)	$	115		$	258		$	(125	)	$	173
Amortization from surplus into net periodic benefit cost		34			(25	)		(17	)		4			(13	)
Changes in plan assets and benefit obligations recognized in surplus		318			-			-			141			-
Balance at December 31	$	(863	)	$	90		$	241		$	20		$	160

Benefit Plan Costs

The components of net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021 were as follows:

	Defined Benefit Plans									Postretirement Benefit Plans
	2023			2022			2021			2023			2022			2021
	(in millions)									(in millions)
Components of net periodic benefit cost:
Service cost of benefits earned	$	192		$	240		$	205		$	5		$	8		$	10
Interest cost on projected obligations		255			173			141			21			13			11
Amortization of experience losses		36			34			67			(1	)		4			7
Amortization of prior service (credits) costs		(25	)		(25	)		(25	)		(12	)		(12	)		(12	)
Amortization of initial net asset		(31	)		(16	)		(27	)		—			—			—
Expected return on plan assets		(294	)		(337	)		(349	)		(5	)		(5	)		(5	)
Curtailment		—			—			—			—			—			—
Net periodic benefit cost (credit)	$	133		$	69		$	12		$	8		$	8		$	11

The expected benefit payments by the defined benefit plans and the postretirement benefit plans for the years 2024 through 2033 are as follows:

	Defined Benefit Plans		Postretirement Benefit Plans
	(in millions)
2024	$	217	$	27
2025		261		27
2026		272		26
2027		283		26
2028		290		26
2029-2033		1,594		130
Total	$	2,917	$	262

NM-52

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The Company sponsors a contributory 401(k) plan for eligible employees, for which the Company may provide a matching contribution, and a noncontributory defined contribution plan for financial representatives. In addition, the Company sponsors nonqualified plans that provide related benefits to certain participants in excess of limits set by ERISA for qualified defined contribution plans. For the years ended December 31, 2023, 2022 and 2021, the Company expensed total contributions to these plans of $39 million, $37 million and $34 million, respectively. In lieu of making matching contributions to the employee 401(k) plan in 2023, 2022 and 2021, the Company made additional contributions to the cash balance plan in these years.

9. Reinsurance

The Company limits its exposure to life insurance death benefits by ceding coverage to various reinsurers. In 1999, the Company ceased reinsuring new individual disability policies, but has maintained a portion of the reinsurance ceded on policies issued prior to 1999. The Company cedes between 60 - 80% of the morbidity risk on group disability and 60% of the mortality risk on group life policies.

As part of an affiliated reinsurance agreement, the Company assumes 100% of the net risk associated with NLTC’s long-term care business. At December 31, 2023 and 2022, the net amount due from NLTC under this agreement was $48 million and $45 million, respectively.

Amounts in the statutory financial statements are reported net of the impact of reinsurance. Policy benefit reserves were reported net of ceded reserves of $1.6 billion and $1.7 billion at December 31, 2023 and 2022, respectively. The Company has reinsured all risks disclosed in the statutory financial statements under Actuarial Guideline 48.

The effects of reinsurance on premium revenue and total benefits for the years ended December 31, 2023, 2022 and 2021 were as follows:

	For the years ended December 31,
	2023			2022			2021
	(in millions)
Direct premium revenue	$	22,213		$	22,500		$	22,936
Premiums assumed		866			840			830
Premiums ceded		(1,076	)		(1,052	)		(995	)
Premium revenue	$	22,003		$	22,288		$	22,771
Direct benefit expense	$	23,564		$	23,494		$	23,975
Benefits assumed		1,017			771			915
Benefits ceded		(797	)		(824	)		(937	)
Total benefits	$	23,784		$	23,441		$	23,953

In addition, the Company received $115 million, $120 million and $127 million in allowances from reinsurers for reimbursement of commissions and other expenses on ceded business for the years ended December 31, 2023, 2022 and 2021, respectively. These amounts are reported in other income in the statutory statements of operations. For the years ended December 31, 2023, 2022 and 2021, the Company incurred $113 million, $116 million and $130 million, respectively, in expense allowances on reinsurance assumed from NLTC.

Reinsurance contracts do not relieve the Company from its obligations to policyowners. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company mitigates this counterparty risk by dealing only with reinsurers that meet its financial strength standards while adhering

NM-53

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

to concentration limits for counterparty exposure to any single reinsurer. Most significant reinsurance treaties contain financial protection provisions that take effect if a reinsurer’s credit rating falls below a prescribed level. There were no reinsurance recoverables at December 31, 2023 and 2022 that were considered by the Company to be uncollectible. No reinsurance contracts were identified which require disclosure under paragraph 79-84 of SSAP No. 61R -Life, Deposit-Type and Accident and Health Reinsurance.

10. Federal Income Taxes

The results of the Company’s operations are consolidated with the following entities for purposes of filing the Company’s consolidated federal income tax return:

Northwestern Mutual Investment Services, LLC	Mason Street Advisors, LLC
NML Real Estate Holdings, LLC & subsidiaries	NM GP Holdings, LLC & subsidiaries
NML Securities Holdings, LLC & subsidiaries	NM Pebble Valley, LLC
Northwestern Mutual MU TLD Registry, LLC	Northwestern Mutual Registry, LLC
Northwestern Mutual Wealth Management Company	QOZ Holding Co, LLC & subsidiaries
NM Investment Holdings, LLC	NM Career Distrib. Holdings, LLC & subsidiaries
GRO, LLC and GRO-SUB, LLC	NM SAS, LLC & subsidiaries
NM Investment Management Co., LLC & subsidiaries	NM VI Holdings, LLC & subsidiaries
Northwestern Long Term Care Ins. Co	Wysh Holdings, LLC & subsidiaries
Wysh Life & Health Insurance Co. & subsidiaries	Lake Emily Holdings, LLC & subsidiaries
NMU Holdings, LLC & subsidiaries

The Company collects from or refunds to these entities their share of consolidated federal income taxes determined pursuant to written tax-sharing agreements, which generally require that these entities determine their share of consolidated tax payments or refunds as if each entity filed a separate federal income tax return on a stand-alone basis.

The components of current income tax expense (benefit) in the statutory statements of operations for the years ended December 31, 2023, 2022 and 2021 related to ordinary taxable income (loss) were as follows:

	For the years ended December 31,
	2023			2022			2021
				(in millions)
Tax payable on ordinary income	$	220		$	154		$	(914	)
Low income housing tax credits		(167	)		(161	)		(150	)
Other tax credits		(48	)		(133	)		(122	)
Change in contingent tax liabilities		—			(20	)		20
Total current tax expense (benefit)	$	5		$	(160	)	$	(1,166	)

In addition to current income tax expense (benefit) related to ordinary taxable income or loss as summarized above, the Company is subject to federal income tax on capital gains and losses that generally result from investment transactions. Investment capital gains and losses resulting from changes in market interest rates or credit spreads are deferred to the IMR net of any related tax expense or benefit. Current tax (benefit) expense of $(613) million, $(819) million and $327 million was included in net IMR deferrals for the years ended December 31, 2023, 2022 and 2021, respectively. In addition, net realized capital gains and losses as reported in the statutory statements of operations included current tax expense of $142 million, $171 million and $233 million for the years ended December 31, 2023, 2022 and 2021, respectively.

NM-54

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The table below shows how the Company’s income tax expense or benefit for the years ended December 31, 2023, 2022 and 2021 differs from the amount obtained by applying the statutory rate of 21% to gain (loss) from operations before taxes, including net realized capital gains (losses) before IMR and capital gain tax (benefit):

	For the years ended December 31,
	2023			2022			2021
	(in millions)
Provision computed at statutory rate	$	(433	)	$	(626	)	$	336
Adjustments to the statutory rate:
Subsidiary distributions		(376	)		(282	)		(28	)
Tax credits		(247	)		(296	)		(270	)
Amortization of IMR		13			(61	)		(89	)
Dividends received deduction		(41	)		(44	)		(41	)
Employee benefits		5			(15	)		(22	)
Deferred adjustments		(94	)		86			110
Other		98			(27	)		(127	)
Total statutory income tax benefit	$	(1,075	)	$	(1,265	)	$	(131	)
Federal income tax (benefit) expense reported on the statutory statements of operations	$	5		$	(160	)	$	(1,166	)
Capital gains tax (benefit) expense, net of IMR transfers		(472	)		(648	)		559
Change in net deferred tax assets		(608	)		(457	)		476
	$	(1,075	)	$	(1,265	)	$	(131	)

During the year, the Company may make payments to or receive refunds from the Internal Revenue Service (IRS) for federal income taxes that are applicable to current or previous tax years. The Company made net income tax payments, including subsidiaries, of $0 million, $135 million and $295 million to the IRS during the years ended December 31, 2023, 2022 and 2021, respectively.

Federal income taxes available for recoupment in the case of future tax losses are limited to amounts reported on previous tax returns. Total capital gain taxes paid for tax years 2023, 2022 and 2021 that are available for recoupment are $0 million, $1 million and $1,133 million, respectively.

Federal income tax returns for 2018 and prior years are closed as to further assessment of tax. Income taxes payable in the statutory statements of financial position represents an estimate of taxes payable, including additional taxes that may become due with respect to tax years that remained open to examination by the IRS (“contingent tax liabilities”) at the respective reporting date. The Company had no deposits admitted under Section 6603 of the IRS Code.

NM-55

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

Changes in contingent tax liabilities are charged or credited to operations in the year that such determination is made by the company. For the years ended December 31, 2023 and 2022 contingent liabilities were as follows:

	For the years ended   December 31,
	2023		2022
	(in millions)
Balance at January 1	$	-	$	20
(Reductions) additions for tax positions of prior years		-		(20	)
Balance at December 31	$	-	$	-

Included in contingent tax liabilities at December 31, 2023 and 2022 were no tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of the deductions. Because of the impact of deferred taxes for amounts other than interest, the timing of the ultimate deduction may affect the effective tax rate in future periods. As of December 31, 2023 and 2022, the Company had no tax positions for which the ultimate deductibility is not certain.

The Company recognized no interest-related tax (benefit) expense for the years ended December 31, 2023, 2022 and 2021.

The Inflation Reduction Act, which created a new corporate minimum tax (CAMT) effective for calendar year taxpayers January 1, 2023, was enacted on August 16, 2022. The company is an applicable reporting entity and the accompanying statutory financial statements include an estimated impact of the CAMT of zero for the year ended December 31, 2023.

The components of net deferred tax assets reported in the statutory statements of financial position at December 31, 2023 and 2022 were as follows:

	December 31,
	2023		2022		Change
	(in millions)
Deferred tax assets:
Policy acquisition costs	$	1,362	$	1,265	$	97
Investments		651		735		(84	)
Policy benefit liabilities		1,968		1,832		136
Benefit plan obligations		545		522		23
Capitalized R&D		265		53		212
Fixed assets		21		20		1
Other		149		78		71
Gross deferred tax assets		4,961		4,505		456
Nonadmitted deferred tax assets		333		50		283
Gross admitted deferred tax assets		4,628		4,455		173
Deferred tax liabilities:
Investments		1,480		1,526		(46	)
Other		776		820		(44	)
Gross deferred tax liabilities		2,256		2,346		(90	)
Net deferred tax assets	$	2,372	$	2,109	$	263

NM-56

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

The Company exceeded the minimum RBC level of 300%, which is necessary to apply the maximum admissibility thresholds, based on authorized control level RBC computed without net deferred tax assets at December 31, 2023 and 2022.

Significant components of the calculation of net admitted deferred tax assets at December 31, 2023 and 2022 were as follows (in millions):

	December 31, 2023							December 31, 2022										Change
	Ordinary		Capital			Total		Ordinary		Capital			Total		Ordinary			Capital			Total
Gross deferred tax assets	$	4,310	$	651		$	4,961	$	3,770	$	735		$	4,505	$	540			$(84)			$456
Statutory valuation allowance adjustment		-		-			-		-		-			-		-			-			-
Adjusted gross deferred tax assets		4,310		651			4,961		3,770		735			4,505		540			(84	)		456
Deferred tax assets nonadmitted		333		-			333		50		-			50		283			-			283
Subtotal net admitted deferred tax asset		3,977		651			4,628		3,720		735			4,455		257			(84	)		173
Deferred tax liabilities		776		1,480			2,256		820		1,526			2,346		(44	)		(46	)		(90)
Net admitted deferred tax asset/ (liability)	$	3,201	$	(829	)	$	2,372	$	2,900	$	(791	)	$	2,109	$	301			$(38)			$263

		December 31, 2023						December 31, 2022						Change
		Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary			Capital			Total
Federal income taxes paid in prior years recoverable through loss carrybacks	$	-	$	121	$	121	$	-	$	241	$	241	$	-		$	(120	) $		(120	)
Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets above) after application of the threshold limitation (lesser of a. or b. below)		2,078		173		2,251		1,778		89		1,867		$300		$	84		$	384
Adjusted gross deferred tax assets (excluding the amount of deferred tax assets offset by gross deferred tax liabilities)		1,900		356		2,256		1,942		405		2,347	$	(42	)	$	(49	)	$	(91	)
Total deferred tax assets admitted as the result of application of SSAP No. 101	$	3,978	$	650	$	4,628	$	3,720	$	735	$	4,455		$258		$	(85	)	$	173
a. Adjusted gross deferred tax assets expected to be realized following the balance sheet date					$	2,251					$	1,867							$	384
b. Adjusted gross deferred tax assets allowed per limitation threshold					$	4,186					$	4,162							$	24
Ratio percentage used to determine recovery period and threshold limitation amount						1031%						1060%
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation					$	27,908					$	27,748

All gross deferred tax liabilities have been recognized at December 31, 2023 and 2022. The Company did not employ tax planning strategies in its valuation allowance assessment at either December 31, 2023 or 2022. At December 31, 2023 and 2022, the percentage of net ordinary deferred tax assets admitted as a result of tax planning strategies was 0% and 0%, respectively.

NM-57

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

11. Commitments and Contingencies

Commitments

In the normal course of its investment activities, the Company makes commitments to fund private equity investments, real estate acquisitions, mortgage loans and other investments. These forward commitments aggregated to $7.9 billion and $9.3 billion at December 31, 2023 and 2022, respectively, and were extended at market rates and terms.

Contingencies

The Company is engaged in various legal actions in the normal course of its insurance and investment operations. The status of these legal actions is actively monitored by the Company. If the Company believes, based on available information, that an adverse outcome upon resolution of a given legal action is probable and the amount of that adverse outcome is reasonably estimable, a loss is recognized and a related liability reported. Legal actions are subject to inherent uncertainties, and future events could change the Company’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of the Company that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses that would have a material effect on the Company’s financial position at December 31, 2023.

Guarantees

In the normal course of business, the Company makes guarantees to third parties on behalf of wholly-owned subsidiaries (e.g., debt guarantees) and financial representatives (e.g., the guarantee of office lease payments), or directly to financial representatives and financial representative programs (e.g., future minimum compensation payments). If the financial representatives are not able to meet their obligations or these minimum compensation thresholds are not otherwise met, the Company would be required to make payments to fulfill its guarantees. For certain of these guarantees, the Company has the right to pursue recovery of payments made under the agreements. The terms of these guarantees range from less than 1 year to 12.9 years at December 31, 2023.

The following is a summary of the guarantees provided by the Company that were outstanding at December 31, 2023 and 2022, including both the maximum potential exposure under the guarantees and the financial statement liability reported based on fair value of the guarantees.

	December 31, 2023					December 31, 2022
Nature of guarantee	Maximum  potential amount  of future payments			Financial   statement liability		Maximum  potential amount  of future payments			Financial  statement liability
			(in millions)					(in millions)
Guarantees of future minimum compensation	$	119		$	1	$	47		$	-
Guarantees of real estate obligations		497			5		445			4
Guarantees issued on behalf of wholly-owned subsidiaries		62			-		78			-
Guarantees on behalf of field loan support program		74			-		71			-
Total guarantees	$	752		$	6	$	641		$	4

No material payments have been required under these guarantees to date, and the Company believes the probability that it will be required to perform under these guarantees in the future is remote. Performance under these guarantees would require the Company to recognize additional operating expense or increase the amount of its equity investment in the affiliate or subsidiary on behalf of which the guarantee was made.

NM-58

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

12. Related Party Transactions

The Company has a capital support and guarantee of benefits agreement that requires it to maintain the capital and surplus (as defined) of NLTC at a minimum level based upon a formula applied to NLTC’s earned premium and policy benefit reserves, or 150% of its company action level of RBC as prescribed by the NAIC, whichever is lower. In addition, NM guarantees NLTC’s policyowners its ability to pay all policy benefits due and owed pursuant to contracts of insurance sold by NLTC during the term of the agreement. This agreement was most recently amended in 2020 to extend the length of the agreement through December 31, 2025 and increase the aggregate capital contribution limit from $200 million to $300 million. The Company contributed capital to NLTC of $15 million and $10 million for the years ended December 31, 2023 and 2022, respectively. The Company has contributed a total of $245 million to NLTC through December 31, 2023. The Company reported a payable to NLTC of $62 million and $59 million at December 31, 2023 and 2022, respectively, which is reported in other liabilities in the statutory statements of financial position at each of those dates. Intercompany balances are settled in cash, generally within thirty days of the respective reporting date.

13. Surplus Notes

The following table summarizes the surplus notes issued by the Company and are outstanding at December 31, 2023:

Description	Issue date		Principal  amount		Statement  value		Interest paid  current year		Cumulative  interest paid		Interest  rate			Maturity  date
					(in millions)
2010 Notes		3/26/2010	$	1,224	$	1,224	$	74	$	1,305		6.063	%		3/30/2040
2017 Notes		9/26/2017		1,200		1,198		46		277		3.850	%		9/30/2047
2019 Notes		9/20/2019		1,347		1,166		49		197		3.625	%		9/30/2059
2021 Notes		3/22/2021		900		897		31		86		3.450	%		3/30/2051
		Total
			$	4,671	$	4,485	$	200	$	1,865

On March 22, 2021 the Company issued surplus notes (“2021 notes”) with a principal balance of $900 million, bearing interest at 3.450% and having a maturity date of March 30, 2051. The 2021 notes were issued at an offering price of 99.652%, receiving net proceeds of $897 million.

Each series of notes was distributed pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended. Interest on the 2010, 2017, and 2019 notes is payable semi-annually on March 30 and September 30 while interest on the 2021 notes is payable semi-annually on June 30 and December 30. All interest payments are subject to approval by the OCI. SAP requires recognition of interest expense on the notes upon OCI approval of semi-annual interest payments.

The notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of the Company and do not repay principal prior to maturity, with principal payment at maturity subject to the prior approval of the OCI. The notes are not redeemable at the option of any note holder but are redeemable, in whole or in part, at the option of the Company at any time, subject to the prior approval of the OCI, at a “make whole” redemption price equal to the greater of the principal amount of the notes to be redeemed or the sum of the present value of the remaining scheduled payments of principal and interest on the notes to be redeemed, excluding accrued interest as of the date on which the notes are to be redeemed, discounted on a semi-annual basis at a defined U.S. Treasury rate plus 0.20% (2017 and 2021 notes) and 0.25% (2010 and 2019 notes). The entire amount of the 2017, 2019, and 2021 notes are redeemable, at par, in the event of certain defined tax events.

NM-59

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

No affiliates of the Company hold any portion of the notes, which are generally held of record at the Depository Trust Company by bank custodians on behalf of investors. No single investor holds 10% or more of the 2017, 2019, or 2021 notes. The largest holder of the 2010 notes is Nippon Life Insurance Company of Japan, which held $250 million in principal amount of notes at each of December 31, 2023 and 2022.

14. Fair Value of Financial Instruments

Certain of the Company’s assets and liabilities are considered “financial instruments” as defined by Statement of Statutory Accounting Principles No. 100 - Revised, Fair Value Measurements (SSAP 100R). The Company’s estimation of fair value for financial instruments uses a hierarchy that, where possible, makes use of quoted market prices from active and transparent markets for assets that are identical to those being valued, typically obtained from independent pricing services (“Level 1”). In the absence of quoted market prices for identical assets, fair value is estimated by these pricing services using relevant and observable market-based inputs for substantially similar securities (“Level 2”). Financial instruments for which no quoted market prices or observable inputs are available are generally valued using internally-developed pricing models or indicative (i.e., non-binding) quotes from independent securities brokers (“Level 3”).

The Company actively monitors fair value estimates received from independent pricing services at each financial reporting date, including analysis of valuation changes for individual securities compared to overall market trends and validation on an exception basis with internally-developed pricing models. The Company also performs periodic reviews of the information sources, inputs and methods used by its independent pricing services, including an evaluation of their control processes. Where necessary, the Company will challenge third-party valuations or methods and require more observable inputs or different methodologies.

For financial instruments included in the scope of SSAP 100R, the statement value and fair value at December 31, 2023 and 2022 were as follows:

NM-60

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	December 31, 2023
					Quoted prices in		Significant		Significant		Net
					active markets		observable		unobservable		Asset
	Statement		Fair		for identical assets		inputs		inputs		Value
	Value		Value		(Level 1)		(Level 2)		(Level 3)		(NAV)
					(in millions)
General account investment assets:
Bonds	$	191,692	$	179,471	$	3,785	$	155,552	$	20,134	$	-
Mortgage loans		53,361		49,097		-		-		49,097		-
Common and preferred stocks		2,337		2,340		1,473		392		475		-
Policy loans		19,003		19,003		-		-		19,003		-
Derivative assets		1,302		1,743		-		1,743		-		-
Other invested assets		355		333		-		193		140		-
Cash and short-term investments		8,826		8,826		1,562		7,264		-		-
Separate account assets		38,216		38,216		34,183		2,705		777		551
General account liabilities:
Investment-type insurance reserves	$	14,605	$	13,797	$	-	$	-	$	13,797	$	-
Liabilities for repurchase agreements		2,492		2,492		-		2,492		-		-
Derivative liabilities		283		551		-		551		-		-
Separate account liabilities		38,216		38,216		34,183		2,705		777		551

	December 31, 2022
					Quoted prices in		Significant		Significant		Net
					active markets		observable		unobservable		Asset
	Statement		Fair		for identical assets		inputs		inputs		Value
	Value		Value		(Level 1)		(Level 2)		(Level 3)		(NAV)
					(in millions)
General account investment assets:
Bonds	$	187,268	$	166,114	$	4,588	$	145,263	$	16,263	$	-
Mortgage loans		51,798		46,724		-		-		46,724		-
Common and preferred stocks		2,051		2,041		1,398		110		533		-
Policy loans		17,653		17,653		-		-		17,653		-
Derivative assets		1,680		2,344		-		2,344		-		-
Other invested assets		241		212		-		174		38		-
Cash and short-term investments		4,476		4,476		543		3,933		-		-
Separate account assets		34,281		34,281		30,448		2,640		759		434
General account liabilities:
Investment-type insurance reserves	$	12,596	$	11,647	$	-	$	-	$	11,647	$	-
Liabilities for repurchase agreements		2,294		2,294		-		2,294		-		-
Derivative liabilities		219		393		-		393		-		-
Separate account liabilities		34,281		34,281		30,448		2,640		759		434

Bonds

Bonds classified as Level 1 financial instruments are generally limited to U.S. Treasury securities. Most bonds, including U.S. and foreign public and private corporate bonds, municipal bonds and structured

NM-61

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

securities, are classified as Level 2 financial instruments and are valued based on prices obtained from independent pricing services or internally-developed pricing models using observable inputs. Typical market-observable inputs include benchmark yields, reported trades, issuer spreads, bids, offers, benchmark securities, estimated cash flows and prepayment speeds. Level 3 bonds are typically privately-placed and relatively illiquid, with fair value based on non-binding broker quotes or internally-developed pricing models utilizing unobservable inputs. See Note 3 for more information regarding the Company’s investments in bonds.

Mortgage Loans

Mortgage loans consist solely of commercial mortgage loans underwritten and originated by the Company. Fair value of these loans is estimated using a discounted cash flow approach based on market interest rates for commercial mortgage debt with comparable credit risk and maturity. See Note 3 for more information regarding the Company’s investments in mortgage loans.

Common and Preferred Stock

Common and preferred stocks classified as Level 1 financial instruments are limited to those actively traded on a U.S. or foreign stock exchange. Level 2 securities are stocks for which market quotes are available but are not considered to be actively traded. Common and preferred stocks classified as Level 3 are generally privately-placed with fair value primarily based on a sponsor valuation or market comparables approach utilizing unobservable inputs. See Note 3 for more information regarding the Company’s investments in common and preferred stocks.

Policy Loans

See Note 2 for information regarding policy loans, for which the Company considers the unpaid principal balance to approximate fair value.

Derivative Instruments

The Company’s derivative investments are generally traded in over-the-counter markets with fair value estimated using industry-standard models with market-observable inputs such as swap yield curves, basis curves, foreign currency spot rates, foreign currency basis curves, option volatilities and credit spreads. See Note 4 for more information regarding the Company’s derivative investments.

Other Invested Assets

Other Invested Assets primarily consist of the Company’s investment in surplus note issuances of other mutual insurance companies and residual tranches. The surplus note instruments are classified as Level 2 financial instruments and are valued based on prices obtained from independent pricing services or internally-developed pricing models using observable inputs. Typical market-observable inputs include benchmark yields, reported trades, issuer spreads, bids, offers, benchmark securities, estimated cash flows and prepayment speeds. The fair value of residual tranches is derived using non-binding broker quotes or internally-developed pricing models utilizing unobservable inputs and therefore is classified as Level 3.

Cash and Short-term Investments

Cash and short-term investments include cash deposit balances, money market mutual funds, short-term commercial paper and other highly-liquid debt instruments, for which the Company considers net asset value or amortized cost to approximate fair value.

Separate Account Assets and Liabilities

See Note 2 and Note 7 for information regarding the Company’s separate accounts, for which fair value is primarily based on quoted market prices for the related common stocks, preferred stocks, bonds, derivative instruments and other investments. Separate account assets classified as Level 3 financial instruments are primarily securities partnership investments that are valued based on the Company’s underlying equity in the partnerships, which the Company considers to approximate fair value. Separate account assets for

NM-62

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

which fair value is determined by a Net Asset Value (NAV) are mutual funds for which the NAV is used as a practical expedient as allowed under SSAP 100R.

General Account Insurance Reserves

The Company’s general account insurance liabilities defined as financial instruments under SSAP 100R are limited to “investment-type” products such as fixed-rate annuity policies, supplementary contracts without life contingencies and amounts left on deposit. The fair value of investment-type insurance reserves is estimated based on future cash flows discounted at market interest rates for similar instruments with comparable maturities.

Repurchase Agreement Liabilities

See Note 3 for information regarding repurchase agreement activity, for which the Company considers the liability to return collateral to approximate the fair value of collateral originally received.

Assets and Liabilities Reported at Fair Value

The following tables summarize assets and liabilities measured and reported at fair value in the statutory statements of financial position at December 31, 2023 and 2022.

	December 31, 2023
	Quoted prices in		Significant		Significant		Net
	active markets		observable		unobservable		Asset
	for identical assets		inputs		inputs		Value
	(Level 1)		(Level 2)		(Level 3)		(NAV)		Total
	(in millions)
General account:
Bonds	$	21	$	-	$	219	$	-	$	240
Common and preferred stocks		1,472		1		475		-		1,948
Money market mutual funds		1,391		-		-		-		1,391
Other invested assets		-		-		120		-		120
Derivative assets		-		456		-		-		456
Derivative liabilities		-		128		-		-		128
Total general account	$	2,884	$	585	$	814	$	-	$	4,283
Separate accounts:
Mutual fund investments	$	32,726	$	-	$	-	$	-	$	32,726
Other benefit plan assets/liabilities		23		24		6		3		56
Pension and postretirement assets:
Bonds		501		2,626		133		-		3,260
Common and preferred stock		810		-		63		548		1,421
Cash and short-term securities		33		46		-		-		79
Other assets/liabilities		90		9		575		-		674
Subtotal pension and postretirement assets		1,434		2,681		771		548		5,434
Total separate accounts	$	34,183	$	2,705	$	777	$	551	$	38,216

NM-63

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

	December 31, 2022
	Quoted prices in		Significant		Significant		Net
	active markets		observable		unobservable		Asset
	for identical assets		inputs		inputs		Value
	(Level 1)		(Level 2)		(Level 3)		(NAV)		Total
	(in millions)
General account:
Bonds	$	-	$	2	$	55	$	-	$	57
Common and preferred stocks		1,399		-		533		-		1,932
Money market mutual funds		491		-		-		-		491
Other invested assets		-		-		38		-		38
Derivative assets		-		480		-		-		480
Derivative liabilities		-		173		-		-		173
Total general account	$	1,890	$	655	$	626	$	-	$	3,171
Separate accounts:
Mutual fund investments	$	29,170	$	-	$	-	$	-	$	29,170
Other benefit plan assets/liabilities		12		20		5		3		40
Pension and postretirement assets:
Bonds		332		2,554		118		-		3,004
Common and preferred stock		772		-		50		431		1,253
Cash and short-term securities		16		63		-		-		79
Other assets/liabilities		146		3		586		-		735
Subtotal pension and postretirement assets		1,266		2,620		754		431		5,071
Total separate accounts	$	30,448	$	2,640	$	759	$	434	$	34,281

During 2023 and 2022, transfers into Level 3 are the result of observable market data, such as public ratings, no longer being available and transfers out of Level 3 are the result of observable market data, including 3rd party vendor prices and public ratings, being available and utilized in the determination of the fair market value of the securities.

The following tables summarize the changes in fair value of Level 3 financial instruments for the years ended December 31, 2023 and 2022.

For the year ended December 31, 2023	General account common and preferred stock		General account bonds		General account other invested assets		Derivative assets		Separate account assets
					(in millions)
Fair value, beginning of period	$	533	$	55	$	38	$	-	$	759
Realized gains/(losses)		32		(33)		-		-		37
Unrealized gains/(losses)		(60)		(27)		(8)		-		34
Issuances		-		-		-		-		-
Purchases		68		21		90		-		66
Sales		(100)		(2)		-		-		(119)
Settlements		-		-		-		-		-
Net discount/premium		2		(2)		-		-		1
Transfers into Level 3		-		207		-		-		-
Transfers out of Level 3		-		-		-		-		(1)
Fair value, end of period	$	475	$	219	$	120	$	-	$	777

NM-64

The Northwestern Mutual Life Insurance Company

Notes to the Statutory Financial Statements

December 31, 2023, 2022 and 2021

For the year ended December 31, 2022	General account common and preferred stock		General account bonds		General account other invested assets		Derivative assets		Separate account assets
	(in millions)
Fair value, beginning of period	$	606	$	115	$	-	$	-	$	758
Realized gains/(losses)		104		(102)		-		-		74
Unrealized gains/(losses)		(25)		34		(13)		-		(58)
Issuances		-		-		-		-		-
Purchases		45		2		51		-		125
Sales		(196)		(29)		-		-		(148)
Settlements		-		-		-		-		-
Net discount/premium		1		-		-		-		-
Transfers into Level 3		-		35		-		-		10
Transfers out of Level 3		(2)		-		-		-		(2)
Fair value, end of period	$	533	$	55	$	38	$	-	$	759

The fair values of Level 3 financial instruments are sensitive to changes in significant unobservable inputs. Level 3 bonds are valued using a combination of discounted cash flows and indicative quotes from independent securities brokers based on market comparable companies. The most significant unobservable input in the discounted cash flow analysis is the discount rate. This rate is estimated based upon a risk-free market interest rate (U.S. Treasury with comparable maturity) plus a credit spread adjustment based on the estimated credit rating of the issuer. In general, issuers with lower credit ratings have higher credit spreads. A decrease in the credit spread adjustment would increase the fair value of the investment as the future expected cash flows are discounted at a lower rate. The opposite impact would occur if credit spread adjustments increase.

Level 3 privately-placed common and preferred stocks and derivatives, are primarily valued using a private equity sponsor valuation or market comparables approach. Both approaches rely on the use of multiples that are based on industry-specific comparable companies. Multiples are derived from the relationship of an entity’s fair value to its book value or earnings before interest, taxes, depreciation and amortization (EBITDA). The use of EBITDA normalizes for company-specific differences in capital structure, taxation and fixed asset accounting. An increase in the multiple would result in an increase in the fair value of the investment. The opposite impact would occur if the multiple decreased.

NM-65

Report of Independent Auditors

To the Board of Trustees of

The Northwestern Mutual Life Insurance Company

We have audited the statutory financial statements of The Northwestern Mutual Life Insurance Company (the “Company”) as of December 31, 2023 and for the year then ended and our report thereon is presented in this document. That audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental selected statutory financial data, investment risk interrogatories, and summary investment schedule (collectively referred to as the “supplemental schedules”) of the Company as of December 31, 2023 and for the year then ended are presented to comply with the National Association of Insurance Commissioners’ Annual Statement Instructions and Accounting Practices and Procedures Manual and for purposes of additional analysis and are not a required part of the financial statements. The supplemental schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures, in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements taken as a whole.

Milwaukee, Wisconsin

February 13, 2024

PricewaterhouseCoopers LLP, 833 E. Michigan, Milwaukee, WI 53202

T: (414) 212 1600, www.pwc.com/us

NM-66

The Northwestern Mutual Life Insurance Company

Selected Statutory Financial Data

As of and for the year ended December 31, 2023

The following is a summary of certain financial information included in exhibits and schedules in the Annual Statement filed with the Office of the Commissioner of Insurance of Wisconsin subjected to audit procedures by independent auditors.

	(in millions)
Investment Income Earned:
U.S. Government bonds	$	122
Other bonds (unaffiliated)		7,922
Bonds of affiliates		—
Preferred stocks (unaffiliated)		15
Preferred stocks of affiliates		—
Common stocks (unaffiliated)		51
Common stocks of affiliates		130
Mortgage loans		2,123
Real estate		322
Premium notes, policy loans and liens		1,224
Cash on hand and on deposit		2
Short-term investments		349
Other invested assets		2,092
Derivative instruments		70
Aggregate write-ins for investment income		19
Gross investment income	$	14,441
Real Estate Owned - Book Value less Encumbrances	$	2,877
Mortgage Loans - Book Value:
Farm mortgages	$	—
Residential mortgages		—
Commercial mortgages		53,361
Total mortgage loans	$	53,361
Mortgage Loans by Standing - Book Value:
Good standing	$	53,361
Good standing with restructured terms		—
Interest overdue more than 90 days, not in foreclosure		—
Foreclosure in process		—
Other Long Term Assets - Statement Value	$	27,109
Collateral Loans	$	—
Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value:
Bonds	$	—
Preferred stocks	$	—
Common stocks	$	515

NM-67

The Northwestern Mutual Life Insurance Company

Selected Statutory Financial Data

As of and for the year ended December 31, 2023

	(in millions)
Bonds and Short-Term Investments by NAIC Designation and Maturity:
Bonds by Maturity - Statement Value:
Due within one year or less	$	19,880
Over 1 year through 5 years		65,361
Over 5 years through 10 years		53,590
Over 10 years through 20 years		27,677
Over 20 years		32,427
No Maturity Date		21
Total by Maturity	$	198,956
Bonds by NAIC Designation - Statement Value:
NAIC 1	$	117,336
NAIC 2		68,326
NAIC 3		5,540
NAIC 4		4,433
NAIC 5		3,047
NAIC 6		274
Total by NAIC Designation	$	198,956
Total Bonds Publicly Traded	$	113,181
Total Bonds Privately Placed	$	85,775
Preferred stocks - Statement Value	$	457
Common stocks - Market Value	$	2,395
Short Term Investments - Book Value	$	2,924
Options, Caps & Floors Owned - Statement Value	$	331
Options, Caps & Floors Written and In Force - Statement Value	$	—
Collar, Swap & Forward Agreements Open - Statement Value	$	971
Futures Contracts Open - Current Value	$	—
Cash on deposit	$	172
Life Insurance In Force:
Industrial	$	—
Ordinary	$	2,309,518
Credit life	$	—
Group life	$	7,550

NM-68

The Northwestern Mutual Life Insurance Company

Selected Statutory Financial Data

As of and for the year ended December 31, 2023

	(in millions)
Amount of Accidental Death Insurance in
Force Under Ordinary Policies	$	4,562
Life Insurance Policies with Disability Provisions In Force
Industrial	$	—
Ordinary	$	1,350,177
Credit life	$	—
Group life	$	6,500
Supplementary Contracts In Force:
Ordinary - Not Involving Life Contingencies:
Amount on deposit	$	2,554
Income payable	$	79
Ordinary - Involving Life Contingencies
Income payable	$	159
Group - Not Involving Life Contingencies
Amount of deposit	$	—
Income payable	$	—
Group Involving Life Contingencies
Income payable	$	—
Annuities - Ordinary:
Immediate - amount of income payable	$	561
Deferred - fully paid account balance	$	710
Deferred - not fully paid - account balance	$	22,179
Annuities - Group:
Amount of income payable	$	—
Fully paid account balance	$	980
Not fully paid - account balance	$	6,668
Accident and Health Insurance - Premiums In Force:
Group	$	125
Other	$	1,458
Credit	$	—

NM-69

The Northwestern Mutual Life Insurance Company

Selected Statutory Financial Data

As of and for the year ended December 31, 2023

	(in millions)
Deposit Funds and Dividend Accumulations:
Deposit funds - account balance	$	9,826
Dividend accumulations - account balance	$	51
Claim Payments - 2023:
Group Accident and Health
Year Ended December 31, 2023:
2023	$	4
2022	$	5
2021	$	3
2020	$	2
2019	$	2
Prior	$	12
Other Accident and Health:
2023	$	46
2022	$	120
2021	$	100
2020	$	67
2019	$	57
Prior	$	420
Other coverages that use developmental methods to calculate
Claims Reserves:
2023	$	—
2022	$	—
2021	$	—
2020	$	—
2019	$	—
Prior	$	—

NM-70

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

Answer the following interrogatories by stating the applicable U.S. Dollar amounts and percentages of the reporting entity’s total admitted assets held in that category of investments as shown on the Summary Investment Schedule. All reporting entities must answer interrogatories 1, 2, 3, 4, 11 and, if applicable 20 through 24. Answer each of the interrogatories 5 through 19 (except 11) only if the reporting entity’s aggregate holding in the gross investment category addressed in that interrogatory equals or exceeds 2.5% of the reporting entity’s total admitted assets. For Life, Health and Fraternal blanks, responses are to exclude Separate Accounts.

1.   State the reporting entity’s total admitted assets as reported on Page 2 of this Annual Statement. $320,612,631,359

2. State by investment category the 10 largest exposures to a single issuer/borrow/investment, excluding U.S. Government, U.S. government agency securities and those U.S. Government money market funds listed in the Appendix to the SVO Purposes and Procedures Manual as, exempt, property occupied by the company and policy loans.

	1	2	2		3
	Issuer	Description of Exposure	Amount		Percentage of Total
			(in millions)		Admitted Assets
2.01	DUKE ENERGY CORP	Bonds	$	1,075	0.3%
2.02	BERKSHIRE HATHAWAY - UTILITY	Bonds, Stocks	$	1,002	0.3%
2.03	SOUTHERN CO	Bonds, Stocks, TCI	$	978	0.3%
2.04	BANK OF AMERICA CORP	Bonds, Stocks	$	963	0.3%
2.05	AMAZONCOM INC	Bonds, Stocks	$	935	0.3%
2.06	NATIONAL FOOTBALL LEAGUE INC	Bonds	$	892	0.3%
2.07	NEXTERA ENERGY INC	Bonds, Stocks, TCI	$	883	0.3%
2.08	DOMINION ENERGY INC	Bonds, Stocks	$	859	0.3%
2.09	UNITEDHEALTH GROUP INC	Bonds, Stocks, TCI	$	820	0.3%
2.10	EXELON CORP	Bonds, Stocks	$	818	0.3%

3. State the amounts and percentages of the reporting entity’s total admitted assets held in bonds and preferred stocks by NAIC designations.

Bonds	1		2			Preferred Stocks	3		4
	(in millions)						(in millions)
NAIC-1	$	117,336		36.6	%	NAIC-1	$	216		0.1%
NAIC-2	$	68,326		21.3	%	NAIC-2	$	186		0.1%
NAIC-3	$	5,540		1.7	%	NAIC-3				—%
NAIC-4	$	4,433		1.4	%	NAIC-4				—%
NAIC-5	$	3,047		1.0	%	NAIC-5	$	35		—%
NAIC-6	$	274		0.1	%	NAIC-6	$	20		—%

4. State the amounts and percentages of the reporting entity’s total admitted assets held in foreign investments (regardless of whether there is any foreign currency exposure) and unhedged foreign currency exposure (defined as the statement value of investments denominated in foreign currencies which are not hedged by financial instruments qualifying for hedge accounting as specified in SSAP No. 86 – Accounting for Derivative Instruments and Hedging, Income Generation, and Replication (Synthetic Asset) Transactions), including

4.01	Are assets held in foreign investments less than 2.5% of the reporting entity’s total admitted assets Yes ( )  No (X)
		1		2
		(in millions)
4.02	Total admitted assets held in foreign investments	$	31,369		9.8 %
4.03	Foreign-currency denominated investments of	$	—		— %
4.04	Insurance liabilities denominated in that same foreign currency	$	—		— %

NM-71

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

If response to 4.01 above is yes, detail is not required for interrogatories 5 – 10.

5. Aggregate foreign investment exposure categorized by NAIC sovereign designation:

		1		2
		(in millions)
5.01	NAIC-1	$	28,134		8.8 %
5.02	NAIC-2	$	2,987		0.9 %
5.03	NAIC-3 or below	$	248		0.1 %

6. Two largest foreign investment exposures to a single country, categorized by the country’s NAIC sovereign designation:

		1		2
	Countries designated NAIC – 1:	(in millions)
6.01	UNITED KINGDOM	$	11,934		3.7 %
6.02	AUSTRALIA	$	5,535		1.7 %
	Countries designated NAIC-2
6.03	MEXICO	$	774		0.2 %
6.04	ITALY	$	484		0.2 %
	Countries designated NAIC – 3 or below:
6.05	SOUTH AFRICA	$	156		0.0 %
6.06	LIBERIA	$	30		0.0 %

	1		2
	(in millions)
7.   Aggregate unhedged foreign currency exposure:	$	312		0.1 %

8. Aggregate unhedged foreign currency exposure categorized by NAIC sovereign designation:

		1		2
		(in millions)
8.01	Countries designated NAIC-1	$	312		0.1 %
8.02	Countries designated NAIC-2	$	—		0.0 %
8.03	Countries designated NAIC-3 or below	$	—		0.0 %

NM-72

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

9. Two largest unhedged foreign currency exposures to a single country, categorized by the country’s NAIC sovereign designation:

		1		2
	Countries designated NAIC – 1:	(in millions)
9.01	UNITED KINGDOM	$	201		0.1 %
9.02	IRELAND	$	67		0.0 %
	Countries designated NAIC-2
9.03		$	—		0.0 %
9.04		$	—		0.0 %
	Countries designated NAIC – 3 or below:
9.05		$	—		0.0  %
9.06		$	—		0.0 %

10. List the 10 largest non-sovereign (i.e. non-governmental) foreign issues:

	1	2	3		4
					Percentage of Total
	Issuer	NAIC	Amount		Admitted Assets
		Designation
			(in millions)
10.01	BROOKFIELD INFRASTRUCTURE PART	2	$	690	0.2%
10.02	HSBC HOLDINGS PLC	1	$	540	0.2%
10.03	HEATHROW FUNDING LTD	2	$	478	0.2%
10.04	ROYAL DUTCH SHELL PLC	1	$	477	0.2%
10.05	SCOTTISH MORTGAGE INVESTMENT	1	$	454	0.1%
10.06	SUMITOMO MITSUI FINANCIAL GR	1	$	447	0.1%
10.07	QUADGAS HOLDINGS TOPCO LIMITED	1	$	441	0.1%
10.08	UNIVERSITY OF EDINBURGH	1	$	402	0.1%
10.09	MITSUBISHI UFJ FINANCIAL GROUP	1	$	399	0.1%
10.10	BANCO SANTANDER SA	1	$	361	0.1%

11. Amounts and percentages of the reporting entity’s total admitted assets held in Canadian investments and unhedged Canadian currency exposure:

11.01 Are assets held in Canadian investments less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 11?                             Yes (X) No ( )

(in millions)
$	—	0.0 %
$	—	0.0 %
$	—	0.0 %
$	—	0.0 %

12. Report aggregate amounts and percentages of the reporting entity’s total admitted assets held in investments with contractual sales restrictions (defined as investments having restrictions that prevent investments from being sold within 90 days).

12.01 Are assets held in investments with contractual sales restrictions less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 12?                   Yes (X) No ( )

NM-73

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

	1	2		3
		(in millions)
12.02	Aggregate statement value of investments with contractual sales restrictions Largest 3 investments with contractual sales restrictions	$	—	0.0 %
	12.03	$	—	0.0 %
	12.04	$	—	0.0 %
	12.05	$	—	0.0 %

13. Amounts and percentages of admitted assets held in the largest 10 equity interests (including investments in the shares of mutual funds, preferred stocks, publicly traded equity securities, and other equity securities, and excluding money market and bond mutual funds listed in the Appendix to the SVO Practices and Procedures Manual as exempt or Class 1).

13.01 Assets held in equity interest less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 13?                                       Yes ()  No (X)

1	3		4
Issuer	Amount		Percentage of Total Admitted Assets
	(in millions)
13.02  NML SECURITIES HOLDINGS LLC	$	14,575	4.6%
13.03  NML REAL ESTATE HOLDINGS LLC	$	1,225	0.4%
13.04  NMC PRIV EQUITY PARTNERS LP	$	576	0.2%
13.05  ARES PATHFINDER CORE FUND LP	$	499	0.2%
13.06  QOZ HOLDING COMPANY, LLC	$	473	0.2%
13.07  NORTHWESTERN LONG TERM CARE	$	258	0.1%
13.08  NM WEALTH MANAGEMENT CO	$	257	0.1%
13.09  OAKTREE OPPORTUNITIES FUND XI	$	247	0.1%
13.10  BROADACRES	$	207	0.1%
13.11  NMIS LLC	$	203	0.1%

14. Amounts and percentages of the reporting entity’s total admitted held in nonaffiliated, privately placed equities (included in other equity securities) and excluding securities eligible for sale under Securities Exchange Commission (SEC) Rule 144a or SEC Rule 144 without volume restrictions.

14.01 Assets held in nonaffiliated, privately placed equities less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 14?                          Yes (X)  No ( )

1	2		3
	(in millions)
14.02  Aggregate statement value of investments held in nonaffiliated, privately placed equities	$	—	0.0 %
Largest 3 investments held in nonaffiliated, privately placed equities:
14.03	$	—	0.0 %
14.04	$	—	0.0 %
14.05	$	—	0.0 %

NM-74

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

15. Amounts and percentages of the reporting entity’s total admitted assets held in general partnership interests (included in other equity securities).

15.01 Are assets held in general partnership interests less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 15                                Yes (X)  No  ( )

1	2		3
	(in millions)
15.02 Aggregate statement value of investments held in general partnership interests	$	—		0.0 %
Largest 3 investments in general partnership interests:
15.03	$	—		0.0 %
15.04	$	—		0.0 %
15.05	$	—		0.0 %

16. Amounts and percentages of the reporting entity’s total admitted assets held in mortgage loans (reported in Schedule B).

16.01 Are mortgage loans reported in Schedule B less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 16?                                 Yes ( )  No (X)

Largest 10 aggregate mortgage interests. The aggregate mortgage interest represents the combined value of all mortgages secured by the same property or same group of properties:

1		2		3
Type (Residential, Commercial, Agricultural)		Amount		Percentage of Total Admitted Assets
		(in millions)
16.02	Commercial	$	447	0.1%
16.03	Commercial	$	316	0.1%
16.04	Commercial	$	300	0.1%
16.05	Commercial	$	294	0.1%
16.06	Commercial	$	286	0.1%
16.07	Commercial	$	281	0.1%
16.08	Commercial	$	257	0.1%
16.09	Commercial	$	255	0.1%
16.10	Commercial	$	250	0.1%
16.11	Commercial	$	248	0.1%

Amount and percentage of the reporting entity’s total admitted assets held in the following categories of mortgage loans:

		1		2
		(in millions)
16.12	Construction Loans	$	3,016	0.9 %
16.13	Mortgage loans over 90 days past due
16.14	Mortgage loans in the process of foreclosure
16.15	Mortgage loans foreclosed
16.16	Restructured mortgage loans

NM-75

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

17. Aggregate mortgage loans having the following loan-to-value ratios are determined from the most current appraisal as of the Annual Statement date:

Loan-to-Value	Residential			Commercial			Agricultural
	1		2	3		4	5		6
	(in millions)			(in millions)			(in millions)
17.01 above 95%	$	—	—%	$	585	0.2%	$	—	—%
17.02 91 to 95%	$	—	—%	$	292	0.1%	$	—	—%
17.03 81 to 90%	$	—	—%	$	745	0.2%	$	—	—%
17.04 71 to 80%	$	—	—%	$	3,687	1.2%	$	—	—%
17.05 below 71%	$	—	—%	$	48,052	15.0%	$	—	—%

18. Amounts and percentages of the reporting entity’s total admitted assets held in each of the five largest investments in one parcel or group of contiguous parcels of real estate (reported in Schedule A, excluding property occupied by the company).

18.01 Are assets held in real estate reported less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 18?                                Yes (X)  No ( )

Largest five investments in any one parcel or group of contiguous parcels of real estate:

1	2		3
	(in millions)
	$	—	—%
	$	—	—%
	$	—	—%
	$	—	—%
	$	—	—%

19. Report aggregate amounts and percentages of the reporting entity’s total admitted assets held in investments held in mezzanine real estate loans:

19.01 Are assets held in investments held in mezzanine real estate loans less than 2.5% of the reporting entity’s total admitted assets, therefore detail not required for interrogatory 19?                      Yes (X)  No ( )

1	2		3
	(in millions)
19.02 Aggregate statement value of investments held in mezzanine real estate loans:	$	—		—	%
Largest three investments held in mezzanine real estate loans:
19.03	$	—		—	%
19.04	$	—		—	%
19.05	$	—		—	%

NM-76

The Northwestern Mutual Life Insurance Company

Investment Risk Interrogatories

As of and for the year ended December 31, 2023

20. Amounts and percentages of the reporting entity’s total admitted assets subject to the following types of agreements:

	At Year End			At End of Each Quarter (Unaudited)
				1st Qtr		2nd Qtr		3rd Qtr
	1		2	3		4		5
	(in millions)			(in millions)		(in millions)		(in millions)
20.01  Securities lending (do not include asset held as collateral for such transactions)	$	—	—%
20.02  Repurchase agreements	$	2,492	0.8%	$	2,917	$	2,895	$	2,797
20.03  Reverse repurchase agreements	$	—
20.04  Dollar repurchase agreements	$	—
20.05  Dollar reverse repurchase agreements	$	—

21. Amounts and percentages of the reporting entity’s total admitted assets for warrants not attached to other financial instruments, options, caps, and floors:

			Owned		Written
	1			2	3		4
	(in millions)				(in millions)
21.01  Hedging	$	—		0.0%	$	—	—%
21.02  Income generation	$	—		—%	$	—	—%
21.03  Other	$	—		0.0%	$	—	—%

22. Amounts and percentages of the reporting entity’s total admitted assets of potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for collars, swaps, and forwards:

	At Year End			At End of Each Quarter (unaudited)
				1st Qtr		2nd Qtr		3rd Qtr
	1		2	3		4		5
	(in millions)			(in millions)		(in millions)		(in millions)
22.01  Hedging	$	302	0.1%	$	294	$	306	$	305
22.02  Income generation	$	—	—%	$	—	$	—	$	—
22.03  Replications	$	20	—%	$	8	$	13	$	21
22.04  Other	$	—	—%	$	—	$	—	$	—

23. Amounts and percentages of the reporting entity’s total admitted assets of potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for future contracts:

	At Year End			At End of Each Quarter (unaudited)
				1st Qtr		2nd Qtr		3rd Qtr
	1		2	3		4		5
	(in millions)			(in millions)		(in millions)		(in millions)
23.01  Hedging	$	242	0.1%	$	270	$	244	$	227
23.02  Income generation	$	—	—%	$	—	$	—	$	—
23.03  Replications	$	—	—%	$	—	$	—	$	—
23.04  Other	$	—	—%	$	—	$	—	$	—

NM-77

The Northwestern Mutual Life Insurance Company

Summary Investment Schedule

December 31, 2023

(in millions)

Investment Categories	Gross Investment  Holdings: Amount		Gross Investment  Holdings: Percentage of Column 1 Line 13		Admitted Assets  as Reported in the Annual Statement: Amount		Admitted Assets  as Reported in the Annual Statement: Securities Lending Reinvested Collateral Amount		Admitted Assets  as Reported in the Annual Statement: Total (Col. 3 + 4) Amount		Admitted Assets  as Reported in the Annual Statement: Percentage of Column 5 Line 13
Long-Term Bonds (Schedule D, Part 1): U.S. governments	$	4,189		1.36 %	$	4,189			$	4,189		1.36 %
Long-Term Bonds (Schedule D, Part 1): All other governments		2,670		0.87 %		2,670				2,670		0.87 %
Long-Term Bonds (Schedule D, Part 1): U.S. states, territories and possessions, etc. guaranteed		935		0.30 %		935				935		0.30 %
Long-Term Bonds (Schedule D, Part 1): U.S. political subdivisions of states, territories, and possessions, guaranteed		365		0.12 %		365				365		0.12 %
Long-Term Bonds (Schedule D, Part 1): U.S. special revenue and special assessment obligations, etc. non-guaranteed		18,592		6.03 %		18,592				18,592		6.03 %
Long-Term Bonds (Schedule D, Part 1): Industrial and miscellaneous		158,513		51.45 %		158,513				158,513		51.45 %
Long-Term Bonds (Schedule D, Part 1): Hybrid securities		482		0.16 %		482				482		0.16 %
Long-Term Bonds (Schedule D, Part 1): Parent, subsidiaries and affiliates		—		0.00 %		—				—		0.00 %
Long-Term Bonds (Schedule D, Part 1): SVO identified funds		21		0.01 %		21				21		0.01 %
Long-Term Bonds (Schedule D, Part 1): Unaffiliated bank loans		5,816		1.89 %		5,816				5,816		1.89 %
Long-Term Bonds (Schedule D, Part 1): Unaffiliated certificates of deposit		110		0.04 %		110				110		0.04 %
Long-Term Bonds (Schedule D, Part 1): Total long-term bonds		191,693		62.21 %		191,693		—		191,693		62.21 %
Preferred stocks (Schedule D, Part 2, Section 1): Industrial and miscellaneous (Unaffiliated)		457		0.15 %		457				457		0.15 %
Preferred stocks (Schedule D, Part 2, Section 1): Parent, subsidiaries and affiliates		—		0.00 %		—				—		0.00 %
Preferred stocks (Schedule D, Part 2, Section 1): Total preferred stocks		457		0.15 %		457		—		457		0.15 %
Common stocks (Schedule D, Part 2, Section 2): Industrial and miscellaneous Publicly traded (Unaffiliated)		1,187		0.39 %		1,187				1,187		0.39 %
Common stocks (Schedule D, Part 2, Section 2): Industrial and miscellaneous Other (Unaffiliated)		399		0.13 %		399				399		0.13 %
Common stocks (Schedule D, Part 2, Section 2): Parent, subsidiaries and affiliates Publicly traded		—		0.00 %		—				—		0.00 %
Common stocks (Schedule D, Part 2, Section 2): Parent, subsidiaries and affiliates Other		515		0.17 %		515				515		0.17 %
Common stocks (Schedule D, Part 2, Section 2): Mutual funds		—		0.00 %		—				—		0.00 %
Common stocks (Schedule D, Part 2, Section 2): Unit investment trusts		—		0.00 %		—				—		0.00 %
Common stocks (Schedule D, Part 2, Section 2): Closed-end funds		—		0.00 %		—				—		0.00 %
Common stocks (Schedule D, Part 2, Section 2): Exchange traded funds		294		0.10 %		294				294		0.10 %
Common stocks (Schedule D, Part 2, Section 2): Total common stocks		2,395		0.78 %		2,395		—		2,395		0.78 %
Mortgage loans (Schedule B): Farm mortgages		—		0.00 %		—				—		0.00 %
Mortgage loans (Schedule B): Residential mortgages		—		0.00 %		—				—		0.00 %
Mortgage loans (Schedule B): Commercial mortgages		52,868		17.16 %		52,868				52,868		17.16 %
Mortgage loans (Schedule B): Mezzanine real estate loans		493		0.16 %		493				493		0.16 %
Mortgage loans (Schedule B): Total mortgage loans		53,361		17.32 %		53,361		—		53,361		17.32 %
Real estate (Schedule A): Properties occupied by company		562		0.18 %		562				562		0.18 %
Real estate (Schedule A): Properties held for production of income		2,315		0.75 %		2,315				2,315		0.75 %
Real estate (Schedule A): Properties held for sale		—		0.00 %		—				—		0.00 %
Real estate (Schedule A): Total real estate		2,877		0.93 %		2,877		—		2,877		0.93 %
Cash, cash equivalents and short-term investments: Cash (Schedule E, Part 1)		172		0.06 %		172				172		0.06 %
Cash, cash equivalents and short-term investments: Cash equivalents (Schedule E, Part 2)		5,730		1.86 %		5,730				5,730		1.86 %
Cash, cash equivalents and short-term investments: Short-term investments (Schedule DA)		2,924		0.95 %		2,924				2,924		0.95 %
Cash, cash equivalents and short-term investments: Total cash, cash equivalents and short-term investments		8,826		2.87 %		8,826		—		8,826		2.87 %
Contract loans		19,003		6.17 %		19,003				19,003		6.17 %
Derivatives (Schedule DB)		1,302		0.42 %		1,302				1,302		0.42 %
Other invested assets (Schedule BA)		27,217		8.83 %		27,109				27,109		8.80 %
Receivables for securities		109		0.04 %		109				109		0.04 %
Securities Lending (Schedule DL, Part 1)		—		0.00 %		—				—		0.00 %
Other invested assets (Page 2, Line 11)		883		0.29 %		883				883		0.29 %
Total invested assets		308,123		100.00 %		308,015		—		308,015		100.00 %

NM-78

PART C
OTHER INFORMATION

Item 26. Exhibits 

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(a)(1)	Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company amending Northwestern Mutual Variable Life Account Operating Authority	Exhibit (a)(1) to Form N-6 Post-Effective Amendment No. 30 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed February 21, 2006
(a)(2)	Resolution of Board of Trustees of The Northwestern Mutual Life Insurance Company establishing the Account	Exhibit A(1) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed on October 1, 1997
(b)	Not Applicable
(c)	Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC, dated May 1, 2006	Exhibit (c) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on July 28, 2006
(d)(1)	Flexible Premium Variable Joint Life Insurance Policy (RP.VJL. 1298), with Policy Split Provision, including Policy amendment	Exhibits A(5)(a) and A(5)(b) to Form S-6 Post-Effective Amendment No. 4 for Northwestern Mutual Variable Life Account, File No. 333-59103, filed May 31, 2001
(d)(2)	Variable Life Insurance Policy, RR.VJL, Flexible Premium Variable Joint Life policy, including Policy Split Provision (sex-neutral)	Exhibit A(5)(a) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-59103, filed July 15, 1998
(d)(3)	Variable Life Insurance Policy, RR.VJL, Flexible Premium Variable Joint Life policy, including Policy Split Provision (sex-distinct)	Exhibit A(5)(b) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-59103, filed July 15, 1998
(e)	Form of Life Insurance Application 90-1 JCL (0198) WISCONSIN and Application Supplement (1003)	Exhibit (e) to Form N-6 Post-Effective Amendment No. 9 for Northwestern Mutual Variable Life Account, File No. 333-59103, filed April 28, 2005
(f)(1)	Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972)	Exhibit B(1) to Form N-4 Post-Effective Amendment No. 6, File No. 33-58476, filed November 13, 1995
(f)(2)	Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002	Exhibit B(6) to Form N-6 Post-Effective Amendment No. 6 for Northwestern Mutual Variable Life Account, File No. 333-59103, filed February 28, 2003
(g)(1)	Reinsurance Agreement dated December 19, 2013 between RGA Reinsurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(1) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(2)	Reinsurance Agreement dated December 19, 2013 between Munich American Reassurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(2) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(3)	Reinsurance Agreement dated December 22, 2015 between Munich American Reassurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(3) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(4)	Reinsurance Agreement dated November 7, 2013 between Swiss Re Life & Health American Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (g)(4) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(5)	Reinsurance Agreement dated December 22, 2015 between Swiss Re Life & Health American Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (g)(5) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(6)	Reinsurance Agreement dated December 23, 2013 between General Re Life Corporation and The Northwestern Mutual Life Insurance Company	Exhibit (g)(6) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(7)	Reinsurance Agreement dated December 22, 2013 between Hannover Life Reassurance Company of American and The Northwestern Mutual Life Insurance Company	Exhibit (g)(7) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(g)(8)	Reinsurance Agreement dated December 2, 2013 between SCOR Global Life USA Reinsurance Company and The Northwestern Mutual Life Insurance Company	Exhibit (g)(8) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(h)(a)(1)	Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(a) to Form N-4 Post-Effective Amendment No. 66, File No. 2-29240, filed on April 28, 2005

C-1

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(h)(a)(2)	Amendment No. 1 dated December 17, 2020 to the Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (h)(a)(2) to Form N-4 Post-Effective Amendment No. 19 for NML Variable annuity Account A, File No. 333-13380, filed on April 26, 2021
(h)(b)(1)	Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors Corporation and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(b) to Form N-4 Post-Effective Amendment No. 66, File No. 2-29240, filed April 28, 2005
(h)(b)(2)	Amendment No. 1 dated October 18, 2006 to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Corporation, and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III	Exhibit (h)1(b)(2) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-136124, filed December 13, 2006
(h)(b)(3)	Amendment No. 2 dated February 9, 2021 to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Corporation, and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III	Exhibit (h)(b)(3) to Form N-4 Post-Effective Amendment No. 19 for NML Variable annuity Account A, File No. 333-13380, filed on April 26, 2021
(h)(c)(1)	Participation Agreement dated April 30, 2007 among Neuberger Berman Advisers Management Trust, Neuberger Berman Management Inc., and The Northwestern Mutual Life Insurance Company	Exhibit (h)(e) to Form N-6 Post-Effective Amendment No. 7, for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on April 26, 2012
(h)(c)(2)	Amendment to Participation Agreement dated January 4, 2021 among Neuberger Berman Advisers Management Trust, Neuberger Berman BD LLC, and The Northwestern Mutual Life Insurance Company	Exhibit (h)(c)(2) to Form N-4 Post-Effective Amendment No. 19 for NML Variable annuity Account A, File No. 333-13380, filed on April 26, 2021
(h)(d)(1)	Participation Agreement dated September 27, 2013 among Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC, and The Northwestern Mutual Life Insurance Company	Exhibit (h)(b)(4) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on October 1, 2013
(h)(d)(2)	Amendment to Participation Agreement dated January 4, 2021 among Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC, and The Northwestern Mutual Life Insurance Company	Exhibit (h)(d)(2) to Form N-4 Post-Effective Amendment No. 19 for NML Variable annuity Account A, File No. 333-13380, filed on April 26, 2021
(h)(e)(1)	Administrative Services Agreement dated April 23, 2007 between The Northwestern Mutual Life Insurance Company and Frank Russell Company	Exhibit (h)(e)(1) to Form N-6 Pre-Effective Amendment No. 1 File No. 333-230143, filed on August 30, 2019
(h)(f)(1)	Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(2) to Form N-4 Pre-Effective Amendment No. 1, File No. 333-133380, filed August 8, 2006
(h)(f)(2)	Amendment dated August 1, 2004 to the Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(3) to Form N-4 Pre-Effective Amendment No. 1, File No. 333-133380, filed August 8, 2006
(h)(h)(1)	Administrative Services Agreement dated October 1, 2013 between Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Company	Exhibit (h)(h)(1) to Form N-6 Pre-Effective Amendment No. 1, File No. 333-230143, filed August 30, 2019
(i)	Not Applicable
(j)(a)	Shareholder Information Agreement dated April 13, 2007 among Russell Investment Management Company on behalf of Russell Investment Funds and The Northwestern Mutual Life Insurance Company	Exhibit (j)(a) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012

C-2

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(j)(b)	Amendment No. 1 dated October 20, 2008 to Shareholder Information Agreement dated April 13, 2007 among Russell Fund Services Company on behalf of Russell Investment Funds and The Northwestern Mutual Life Insurance Company	Exhibit (j)(b) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(c)	Shareholder Information Agreement dated April 13, 2007 among Fidelity Distributors Corporation on behalf of Fidelity® Variable Insurance Products Fund and The Northwestern Mutual Life Insurance Company	Exhibit (j)(c) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(d)	Shareholder Information Agreement dated April 16, 2007 among Northwestern Mutual Series Fund, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (j)(d) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(e)	Shareholder Information Agreement dated October 16, 2007 among Neuberger Berman Management Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (j)(e) to Form N-6 Post-Effective Amendment No. 7 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed April 26, 2012
(j)(f)	Shareholder Information Agreement dated September 27, 2013 among Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Insurance Company	Exhibit (j)(f) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on October 1, 2013
(j)(g)	Power of Attorney	Exhibit (j)(g) to Form N-6 Post-Effective Amendment No. 5 for Northwestern Mutual Variable Life Account II, File No. 333-233805, filed February 29, 2024
(j)(h)	NMIS/NM Annuity Operations Admin Agreement	Exhibit (b)(8)(i) to Form N-4 Post-Effective Amendment No. 19 for NML Variable Annuity Account A, File No. 333-72913, filed on April 22, 2008
(k)	Opinion and Consent of Counsel	Filed herewith
(l)	Not Applicable
(m)	Not Applicable
(n)	Consent of PricewaterhouseCoopers LLP	Filed herewith
(o)	Not Applicable
(p)	Not Applicable
(q)	Memorandum describing Issuance, Transfer and Redemption Procedures	Filed herewith
(r)	Not Applicable

Item 31. Directors and Officers of the Depositor

The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life Insurance Company without regard to their activities relating to variable life insurance policies or their authority to act or their status as “officers” as that term is used for certain purposes of the federal securities laws and rules thereunder.

TRUSTEES – As of April 1, 2024 

Name	Address
Anne F. Ackerley	Managing Director- BlackRock (Retirement Group) BlackRock 50 Hudson Yards New York, NY 10001
Nicholas E. Brathwaite	Founding Managing Partner Celesta Capital One California Street, Ste 1750 San Francisco, CA 94111
P. Russell Hardin	President Robert W. Woodruff Foundation 191 Peachtree Street NE, Suite 3540 Atlanta, GA 30303

C-3

Name	Address
Andrew J. Harmening	President and Chief Executive Officer Associated Bank Associated Bank River Center 111 E. Kilbourn Ave, 2nd Floor, Suite 200 Milwaukee, WI 53202
David P. Hollander	Retired Principal, Global Insurance Sector Leader Ernst & Young, LLP 180 Golf House Road Haverford, PA 19041
Randolph W. Melville	Retired Senior Vice President & General Manager West Frito-Lay North America 7901 Windrose Avenue, Unit 604 Plano, TX 75024
Jaime Montemayor	Chief Digital and Technology Officer General Mills One General Mills Boulevard Minneapolis, MN 55426
Timothy H. Murphy	Chief Administrative Officer Mastercard 2000 Purchase Street Purchase, NY 10577
Andrew N. Nunemaker	Chief Executive Officer Groupware Technologies 3230 E. Kenwood Blvd Milwaukee, WI 53211
Anne M. Paradis	Retired Chief Executive Officer MicroTek, Inc. 72 Reservation Road Sunderland, MA 01375
Sandra R. Rogers	Retired Vice President – Supply Chain Hillrom 12363 E. Black Rock Road Scottsdale, AZ 85255
John E. Schlifske	Chairman & Chief Executive Officer Northwestern Mutual 720 E. Wisconsin Avenue Milwaukee, WI 53202
Aarti S. Shah	Retired Senior Vice President, Chief Information and Digital Officer Eli Lilly 13360 Sioux Trail Carmel, IN 46033
Ralph A. Weber	Acting General Counsel Marquette University 1250 W. Wisconsin Avenue Milwaukee, WI 53233

C-4

Name	Address
Juan C. Zarate	Global Co-Managing Partner & Chief Strategy Officer K2 Integrity 1050 Connecticut Avenue NW, Suite 680 Washington, DC 20036

EXECUTIVE OFFICERS – As of April 1, 2024 

John E. Schlifske	Chairman & Chief Executive Officer
Timothy J. Gerend	President
John C. Roberts	Executive Vice President & Chief Distribution Officer
Aditi J. Gokhale	Executive Vice President & Chief Strategy Officer, President of Retail Investments and Head of Institutional Investments
Todd M. Jones	Executive Vice President & Chief Financial Officer
Raymond J. Manista	Executive Vice President, Chief Legal Officer, Chief Compliance Officer & Secretary
Christian W. Mitchell	Executive Vice President & Chief Customer Officer
Don J. Robertson	Executive Vice President & Chief Human Resources Officer
Jeffrey D. Sippel	Executive Vice President & Chief Information Officer
Kamilah D. Williams-Kemp	Executive Vice President & Chief Insurance Officer

The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 32. Persons Controlled By or Under Common Control with the Depositor or Registrant

The subsidiaries of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), as of April 1, 2024 are shown below. In addition to the subsidiaries shown below, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:

1.

NML Variable Annuity Account A

2.

NML Variable Annuity Account B

3.

NML Variable Annuity Account C

4.

Northwestern Mutual Variable Life Account

5.

Northwestern Mutual Variable Life Account II

Northwestern Mutual Series Fund, Inc. (the “Funds”), shown below as a subsidiary of Northwestern Mutual, is an investment company, registered under the Investment Company Act of 1940, offering shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are voted by Northwestern Mutual in accordance with voting instructions obtained from the persons who own, or are receiving payments under, variable annuity contracts or variable life insurance policies issued in connection with the separate accounts, or in the same proportions as the shares which are so voted.
 

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
Mason Street Advisors, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Long Term Care Insurance Company(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Investment Management Company, LLC (2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Investment Services, LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Wealth Management Company(2)	United States	The Northwestern Mutual Life Insurance Company	100.00
All Other Subsidiaries
1838938 Alberta Ltd.(2)	Canada	The Northwestern Mutual Life Insurance Company	100.00
1890 Maple, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
777 North Van Buren Apartments, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
777 North Van Buren Condominium Association, Inc.(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100.00
777 North Van Buren Parking, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00

C-5

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
777 North Van Buren Retail, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
720 East LLC(2)	Delaware	Northwestern Mutual Investment Management Company, LLC	100.00
Amber, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Baraboo, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Bayridge, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
BCC Cancer Center Venture, LP(2)	Delaware	NM Cancer Center GP, LLC	0.01
		NM Imperial, LLC	83.99
		RE Corp.	16.0
Bishop Square, LLC(2)	Delaware	NM BSA, LLC	100.00
Brandywine Distribution, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Burgundy, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Cedarstone, LLC(2)	Delaware	Baraboo, Inc.	100.00
Chateau, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
C – Land Fund, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Coral, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Cortona Holdings, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Cream City Venture Capital, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	99.00
		NML Development Corporation	1.00
Crown Farm Partners, LLC(2)	Maryland	NM Imperial, LLC	99.00
		RE Corp.	1.00
Dortmund, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
East Pointe Commons Limited Partnership	Wisconsin	EP Commons LLC	30.00
		The Northwestern Mutual Life Insurance Company	70.00
Ellington Residential, LLC(2)	Maryland	Crown Farm Partners, LLC	100.00
Fairfield Potomac Club, LLC(2)	Delaware	RE Corp.	1.00
		NM Imperial, LLC	99.00
FES, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
GRO-SUB, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Hazel, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Higgins, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Hobby, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Hollenberg 1, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Lake Emily Holdings, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Logan, Inc.(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Los Alamitos Corporate Center Joint Venture, LLC(2)	Delaware	NM Imperial, LLC	99.00
		RE Corp.	1.00
Maroon, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Mason & Marshall, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Model Portfolios, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
Network Office Cashiership, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
Nicolet, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
NM BSA, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM Cancer Center GP, LLC(2)	Delaware	NM Imperial, LLC	100.00
NM Career Distribution Holdings, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM DFW Lewisville, LLC(2)	Delaware	NM Majestic Holdings, LLC	100.00
NM Gen, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
NM GP Holdings, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM Green, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM GSB, LLC(2)	New York	NM-SAS, LLC	100.00
NM Imperial, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM Investment Holdings, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM Lion, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM Majestic Holdings, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM Neptune, LLC(2)	Delaware	NM Regal, LLC	100.00

C-6

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
NM Network Office 135 Insurance Agency, LLC (2)	Delaware	NM Career Distribution Holdings, LLC	100.00
NM Pebble Valley LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM Pigeon Creek Holdings Inc(2)	Canada	Coral Inc.	100.00
NM Pioneer, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM QOZ Fund II LLC(2)	Delaware	QOZ Holding Company LLC	100.00
NM QOZ Fund III LLC(2)	Delaware	QOZ Holding Company LLC	100.00
NM QOZ Fund IV LLC(2)	Delaware	QOZ Holding Company LLC	100.00
NM QOZ Fund LLC(2)	Delaware	QOZ Holding Company LLC	100.00
NM RE Funds, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NM Regal, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
NM Twin Creeks GP, LLC(2)	Delaware	NM Imperial, LLC	100.00
NM VI Holdings LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-808 West, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NMC JCAF VI Carry, LP(2)	Delaware	Higgins, Inc.	1.00
		Northwestern Mutual Investment Management Company, LLC	99.00
NMC V Equity Fund, LP(2)	Delaware	NMC V GP, LLC	100.00
NMC V GP, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
NMC V Mezz Fund, LP(2)	Delaware	NMC V GP, LLC	100.00
NMC VI Equity Fund, LP(2)	Delaware	NMC VI GP, LLC	100.00
NMC VI GP, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
NM-Hemlock, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-Jasper, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-MNO, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
NM-Morristown, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
NM-Muse, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-Port Royale(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-Pulse, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-RESA, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-SAS, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-Skye, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NM-Target Distribution Center 1, LLC(2)	Delaware	NM-Target.com Distribution Center, LLC	89.00
		NM-Target Distribution Center 2, LLC	11.00
NM-Target Distribution Center 2, LLC(2)	Delaware	NM-Target.com Distribution Center, LLC	100.00
NM-Target Distribution Center Property Owner, LLC(2)	Delaware	NM-Target.com Distribution Center, LLC	89.00
		NM-Target Distribution Center 1, LLC	11.00
NM-Target.com Distribution Center, LLC(2)	Delaware	NM Imperial, LLC	100.00
NM-West Hartford, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
NML Development Corporation(2)	Delaware	NML Securities Holdings, LLC	100.00
NML Real Estate Holdings, LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100.00
NML Securities Holdings, LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100.00
NMLSP1, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
NMPE I GP, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
NMPE II GP, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
NMPE III GP, LLC(2)	Delaware	NML Securities Holdings, LLC	100.00
NMRM Holdings, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Northwestern Broadway Plaza, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Capital GP II, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
Northwestern Mutual Capital GP III, LLC(2)	Delaware	NM GP Holdings, LLC	100.00

C-7

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
Northwestern Mutual Capital GP IV, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
Northwestern Mutual Capital GP, LLC(2)	Delaware	NM GP Holdings, LLC	100.00
Northwestern Mutual Capital Mezzanine Fund III, LP(2)	Delaware	Northwestern Mutual Capital GP III, LLC	100.00
Northwestern Mutual Capital Mezzanine Fund IV, LP(2)	Delaware	Northwestern Mutual Capital GP IV, LLC	100.00
Northwestern Mutual Capital Strategic Equity Fund III, LP(2)	Delaware	Northwestern Mutual Capital GP III LLC	100.00
Northwestern Mutual Capital Strategic Equity Fund IV, LP(2)	Delaware	Northwestern Mutual Capital GP IV, LLC	100.00
Northwestern Mutual MU TLD Registry, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Private Equity Co-Investment Fund I, LP(2)	Delaware	NMPE I GP, LLC	1.00
		Northwestern Mutual Investment Management Company LLC	99.00
Northwestern Mutual Private Equity Co-Investment Fund II, LP(2)	Delaware	NMPE II GP, LLC	1.00
		Northwestern Mutual Investment Management Company LLC	99.00
Northwestern Mutual Private Equity Co-Investment Fund III, LP(2)	Delaware	NMPE III GP, LLC	1.00
		Northwestern Mutual Investment Management Company LLC	99.00
Northwestern Mutual Registry, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Northwestern Mutual Series Fund, Inc.(3)	Maryland	The Northwestern Mutual Life Insurance Company	100.00
NorthWoods Phase I, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NorthWoods Phase II, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
NorthWoods Phase III, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Osprey Links Golf Course, LLC(2)	Delaware	Osprey Links, LLC	100.00
Osprey Links, LLC(2)	Delaware	NM Imperial, LLC	99.00
		RE Corp	1.0
Plantation Oaks MHC-NM, LLC(2)	Delaware	NM Imperial, LLC	100.00
QOZ Holdings Company, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
RE Corp.(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Regency NM Johns Creek, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Ruhl Financial Group, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
Russet, Inc.(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Scotty, LLC(2)	Delaware	Hobby, Inc.	6.31
		Maroon, Inc.	65.01
		Stadium and Arena Management, Inc.	28.68
Seattle Network Office, LLC(2)	Delaware	NM Career Distribution Holdings, LLC	100.00
Seazen GP, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Seazen Rocky Point, LP(2)	Delaware	The Northwestern Mutual Life Insurance Company	99.90
		Seazen GP, LLC	0.10
Stadium and Arena Management, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Tapestry Condominium Owners Association, Inc.(2)	Tennessee	The Northwestern Mutual Life Insurance Company	100.00
Tupelo, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00
Two Con Holdings, LLC(2)	Delaware	Bishop Square, LLC	100.00
Two Con SPE, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
Two Con, LLC(2)	Delaware	Two Con Holdings, LLC	100.00
Variable Innovation LLC(2)	Delaware	NM VI Holdings LLC	100.00
Ventura Lakes MHC-NM, LLC(2)	Delaware	NM Imperial, LLC	100.00
Walden OC, LLC(2)	Delaware	NML Real Estate Holdings, LLC	100.00
White Oaks, Inc.(2)	Delaware	NML Securities Holdings, LLC	100.00

C-8

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
Wysh Financial, LLC(2)	Delaware	Wysh Holdings, LLC	100.00
Wysh Holdings, LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100.00
Wysh Insurance Agency, LLC(2)	Delaware	Wysh Life and Health Insurance Company	100.00
Wysh Life and Health Insurance Company(2)	Delaware	Wysh Holdings, LLC	100.00

(1)

Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2023, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented.

(2)

Subsidiary included in the consolidated financial statements.

(3)

Northwestern Mutual Series Fund, Inc. consists of 27 series of capital stock, each a separate investment portfolio (the “Portfolios”). The Portfolios consist of: Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio, International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Government Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Balanced Portfolio, Asset Allocation Portfolio.

Item 33. Indemnification

(a) That portion of the By-laws of the Depositor, Northwestern Mutual, relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution and previously filed as Exhibit A(6)(b) to the registration statement of Northwestern Mutual Variable Life Account (File No. 333-59103) on July 15, 1998.

(b) Section 10 of the Distribution Agreement dated May 1, 2006 between Northwestern Mutual and Northwestern Mutual Investment Services, LLC (“NMIS”) provides substantially as follows:

B. Indemnification by Company. The Company agrees to indemnify, defend and hold harmless NMIS, its successors and assigns, and their respective officers, directors, and employees (together referred to as “NMIS Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NMIS and/or any NMIS Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by the Company and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of NMIS or for which NMIS is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material.

This indemnification shall be in addition to any liability that the Company may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

C. Indemnification by NMIS. NMIS agrees to indemnify, defend and hold harmless the Company, its successors and assigns, and their respective officers, trustees or directors, and employees (together referred to as “Company Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which the Company and/or any Company Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by NMIS and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of the Company or for which the Company is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by NMIS to the Company specifically for use in the preparation of the aforesaid material.

C-9

This indemnification shall be in addition to any liability that NMIS may otherwise have; provided however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

D. Indemnification Generally. Any person seeking indemnification under this section shall promptly notify the indemnifying party in writing after receiving notice of the commencement of any action as to which a claim for indemnification will be made; provided, however, that failure to so notify the indemnifying party shall not relieve such party from any liability which it may have to such person otherwise than on account of this section.

The indemnifying party shall be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such party in defending himself, herself or itself.

Item 34. Principal Underwriters

(a) NMIS is the principal underwriter of the securities of the Registrant. NMIS also acts as the principal underwriter for the NML Variable Annuity Account A (811-21887), the NML Variable Annuity Account B (811-1668), the NML Variable Annuity Account C (811-21886), Northwestern Mutual Variable Life Account II (811-21933), and the Trust for Professional Managers (811-10401).

(b) As of April 1, 2024, the directors and officers of NMIS are as follows: 

Name	Position
Brett Albers	Assistant Treasurer
Laura M. Deaner	Chief Information Security Officer
Quentin M. Doll	Director
Bradley L. Eull	Secretary
John C. Roberts	Executive Vice President, Chief Distribution Officer
Betsy Heisler	Vice President - Risk Products
Dean Hopp	Vice President - IPS Investment Programs
Dawn Kalinowski	Chief Operating Officer
Madhusudan Kotian	Chief Technology Officer
Susan K. Limbach	Assistant Treasurer
Mark E. McNulty	NMIS Anti-Money Laundering Officer
Blaire L. Puls	Variable Investment Product Consultant
Sarah R. Schneider	President
Deborah A. Schultz	Director
Justin Stipan	Distribution Performance Principal
William H. Taylor	Vice President – Planning and Sales
Rebecca Villegas	Vice President - NMIS Compliance, Chief Compliance Officer
Jared A. Ward	Treasurer, Financial and Operations Principal
Becki Williams	Vice President - Advanced Markets
Kamilah D. Williams-Kemp	Vice President - New Business
Terry R. Young	Assistant Secretary

The address for each director and officer of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

(c) NMIS, the principal underwriter, received $437,956 of commissions and other compensation, directly or indirectly, from Registrant during the last fiscal year.

Item 35. Location of Accounts and Records

All accounts, books or other documents required to be maintained in connection with the Registrant’s operations are maintained in the physical possession of Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 36. Management Services

There are no management-related service contracts, other than those referred to in Part A or Part B of this Registration Statement, under which management-related services are provided to the Registrant and pursuant to which total payments of $5,000 or more were made during any of the last three fiscal years.

C-10

Item 37. Fee Representation

The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the variable adjustable life insurance policies which are the subject of this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company under the policies.

C-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Variable Life Account, certifies that it meets all of the requirements for effectiveness of this Amended Registration pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on April 25, 2024.

Northwestern Mutual Variable Life Account
(Registrant) 

By THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor)

 

By:	/s/ Raymond J. Manista
	Raymond J. Manista, Executive Vice President, Chief Legal Officer, Chief Compliance Officer, Secretary

As required by the Securities Act of 1933, this Amended Registration Statement has been signed by the Depositor on April 25, 2024.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(Depositor) 

By:	/s/ Raymond J. Manista
	Raymond J. Manista Executive Vice President, Chief Legal Officer, Chief Compliance Officer, Secretary

As required by the Securities Act of 1933, this Amended Registration Statement has been signed by the following persons in the capacities with the Depositor and on the dates indicated: 

Signature	Title
/s/ John E. Schlifske*	Chairman, Trustee, and Chief Executive Officer; Principal Executive Officer
John E. Schlifske
/s/ Todd M. Jones	Executive Vice President and Chief Financial Officer; Principal Financial Officer
Todd M. Jones
/s/ Charles S. Mondesir	Vice President and Controller; Principal Accounting Officer
Charles S. Mondesir

C-12

 

Signature	Title
/s/ Anne F. Ackerley*	Trustee
Anne F. Ackerley
/s/ Nicholas E. Brathwaite*	Trustee
Nicholas E. Brathwaite
/s/ P. Russell Hardin*	Trustee
P. Russell Hardin
/s/ Andrew J. Harmening*	Trustee
Andrew J. Harmening
/s/ David P. Hollander*	Trustee
David P. Hollander
/s/ Randolph W. Melville*	Trustee
Randolph W. Melville
/s/ Jaime Montemayor*	Trustee
Jaime Montemayor
/s/ Timothy H. Murphy*	Trustee
Timothy H. Murphy
/s/ Andrew N. Nunemaker*	Trustee
Andrew N. Nunemaker
/s/ Anne M. Paradis*	Trustee
Anne M. Paradis
/s/ Sandra R. Rogers*	Trustee
Sandra R. Rogers
/s/ Aarti Shah*	Trustee
Aarti Shah
/s/ Ralph A. Weber*	Trustee
Ralph A. Weber
/s/ Juan C. Zarate*	Trustee
Juan C. Zarate

 

*By:	/s/ Raymond J. Manista
	Raymond J. Manista, Attorney in fact, pursuant to the Power of Attorney filed herewith.

Each of the signatures is affixed as of April 25, 2024.

C-13

EXHIBIT INDEX EXHIBITS FILED WITH FORM N-6
POST-EFFECTIVE AMENDMENT NO. 38 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
Northwestern Mutual Variable Life Account 

Exhibit	Description
(k)	Opinion and Consent of Counsel	Filed herewith
(n)	Consent of PricewaterhouseCoopers LLP	Filed herewith
(q)	Memorandum describing Issuance, Transfer and Redemption Procedures	Filed herewith

C-14

EX-99.(K)

 

Exhibit (k)

April 25, 2024

The Board of Trustees
The Northwestern Mutual Life Insurance Company
720 E. Wisconsin Avenue
Milwaukee, WI 53202

To The Board of Trustees:

In my capacity as General Counsel of The Northwestern Mutual Life Insurance Company (the “Company”), I have reviewed the establishment of The Northwestern Mutual Variable Life Account (the "Account"), on November 23, 1983, by the Company’s Board of Trustees, as a separate account for assets applicable to certain variable life insurance policies, pursuant to applicable provisions of the Wisconsin Statutes.

Company attorneys under my general supervision have prepared the Post-Effective Amendment No. 38 to the Registration Statement on Form N-6 (1933 Act File No. 333-59103) filed by the Company and the Account with the Securities & Exchange Commission under the Securities Act of 1933 for the registration of certain variable life insurance policies issued with respect to the Account.

I have made such examination of the law and examined such corporate records and such of the documents as in my judgment are necessary and appropriate to enable me to render the following opinion that:

(1)

The Company has been duly organized under the laws in the State of Wisconsin and is a validly existing mutual life insurance company.

(2)

The Account has been duly created and is validly existing as a separate account pursuant to the aforesaid provisions of Wisconsin law.

(3)

The assets held in the Account equal to the reserves and other contract liabilities with respect to the Account will not be chargeable with liabilities arising out of any other business the Company may conduct.

(4)

The variable life insurance policies, when issued in accordance with the prospectus contained in the aforesaid registration statement and upon compliance with applicable local law, will be legal and binding obligations of The Northwestern Mutual Life Insurance Company in accordance with their terms.

This opinion is limited to matters involving the United States Federal law and the law of the State of Wisconsin, in each case, as currently in effect, and I do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the legal matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. I express no other opinions with respect to U.S. federal, state or foreign securities laws or regulations. I am rendering this opinion in my capacity as an officer of the Company and not in my individual capacity.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Ryan W. Heinemann

Ryan W. Heinemann
Vice President & General Counsel

EX-99.(N)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

We hereby consent to the use in this Post-Effective Amendment No. 38 to the Registration Statement on Form N-6 (No. 333-59103) (the “Registration Statement”) of our report dated February 13, 2024 relating to the financial statements of The Northwestern Mutual Life Insurance Company and consent to the use in the Registration Statement of our report dated April 25, 2024 relating to the financial statements of each of the divisions of Northwestern Mutual Variable Life Account indicated in our report. We also consent to the reference to us under the heading “Experts” in such Registration Statement.  

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
April 25, 2024

EX-99.(Q)

Exhibit Q

NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Variable Joint Life)

Description of Issuance, Transfer and Redemption Procedures for Variable Life Insurance Contracts Pursuant to Rule 6e-3(T)(b)(12)(iii).

INTRODUCTION

1.   Rule 6e-3(T)(b)(12) under the Investment Company Act provides exemption from Sections 22(c), 22(d), 22(e) and 27(c)(1) of the Act and Rule 22c-1 thereunder for variable life insurance policies which meet the conditions of the Rule. (Rule 6e-3(T) has not been amended to reflect the addition of Section 27(c)(i)).

2.   Rule 6c-3 provides exemptions for a registered variable life insurance separate account which registers under Section 8 of the Act, except for exemption from the registration requirements, “under the same terms and conditions as a separate account claiming exemption under --- Rule 6e-3(T).” Therefore a separate account that registers as contemplated by Rule 6c-3 may be required to include the materials referred to in Rules 6e-3(T)(b)(12)(iii). The purpose of this memorandum is to fulfill this requirement with respect to the variable joint life insurance policy (“Policy”) previously offered in connection with Northwestern Mutual Variable Life Account (“Separate Account”), a separate investment account of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”).

3.   Assets held in the Separate Account consist entirely of interest in shares of various series (each a “Portfolio,” together the “Portfolios”) of the Northwestern Mutual Series Fund, Inc., the Russell Investment Funds (including series comprising the Russell Life Points® Variable Target Portfolio Series), and the Fidelity® VIP Mid Cap Portfolio and Fidelity® VIP Contrafund® Portfolio, each a series of Fidelity Variable Insurance Products III and Fidelity Variable Insurance Products II, respectively, the Neuberger Berman Advisers Management Trust Socially Responsive Portfolio, and the Credit Suisse Trust – Commodity Return Strategy Portfolio, as well as any interest in shares of any other fund Northwestern Mutual may make available from time to time, (collectively, the “Funds”). Shares of each series are valued daily as of the close of trading on the NYSE.

The defined terms used herein are the same as the defined terms in the Policy or prospectus, unless otherwise defined herein.

RULE 6e-3(T)(b)(12)(iii)

4.   Rule 6e-3(T)(b)(12)(iii) provides exemptions from the sections and rules cited above to the extent “Necessary to comply with this Rule or with insurance laws and regulations and established administrative procedures of the life insurer for issuance increases, in or additions of insurance benefits, transfer and redemption of flexible contracts, including, but not limited to, premium rate structure and premium processing, insurance underwriting standards, and the particular benefit afforded by the contract . . . .” The Rule thus recognizes that the established procedures of the insurance company itself, founded on the requirements of state insurance law, have a principal role in defining the requirements which apply for variable life insurance offered by the same company.

ISSUANCE PROCEDURES

A.  Premium Structure and Insurance Underwriting Standards

5.   The Policy is a flexible premium contract. Premiums may be paid at any time and in any amount, within limits. The actual cost of insurance charge will depend on the age, sex and insurance risk classification of the proposed insureds, as well as the net amount at risk. Thus the price of the insurance will differ, reflecting established

insurance procedures and state law, in order to fairly take into account the differences in risks.

6.   As a mutual life insurance company organized in Wisconsin, Northwestern Mutual is required to offer its insurance contracts as participating policies which share equitably in Northwestern Mutual's divisible surplus. The Policy accordingly has been designated as participating. However, no dividends are anticipated since the Policy is not expected to contribute to divisible surplus.

7.   Notwithstanding the documented differences between male and female mortality rates, a 1983 decision of the U.S. Supreme Court1 has created legal liability issues for employers who purchase, or are otherwise involved in the purchases of, insurance products which are priced so as to reflect these differences. Similarly, the laws of individual states (currently only Montana) require that policies offered there use a sex-neutral pricing basis. The Policies will accordingly be offered on a sex-neutral pricing basis for use as required in such situations.

B.  Procedures for Placing a Policy in Effect

8.   Northwestern Mutual no longer issues the Policy.

C.  Premium Processing

9.   Premiums may be paid at any time prior to the Policy anniversary nearest the older insured’s 95th birthday, subject to our administrative practices, which may include evidence of insurability and Modified Endowment Contract (MEC)-limit review, and in any amount, within certain limits. The net premium, after the deductions described in the prospectus, will be placed in the Separate Account on the date received by Northwestern Mutual at its Home Office, if received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, premiums will be placed in the Separate Account on the next trading day.

10.   Transactions between the Separate Account and the General Account of Northwestern Mutual will be effected as of the dates determined in accordance with the terms of the Policy, but the transactions will not in all cases be physically processed on those dates. For example, as described below, the death of the second insured will mark the date on which the Policy ceases to participate in the Separate Account, with interest being paid on Policy proceeds from that date until the Policy is settled, but several days may elapse before Northwestern Mutual receives notification. Because of the timing discrepancies the total assets of the Separate Account will not always exactly match the sum of the interests in the Separate Account represented by all of the Policies outstanding. An accounting routine has been established to reconcile these amounts once each year, as of December 31, and the amount of assets in the Separate Account will be adjusted as required.

11.   In some instances Northwestern Mutual may hold Premium amounts under established procedures if transaction instructions are not in good order in order to ascertain Policy Owner instructions or process the transaction in good order, which may include MEC review. “Policy Owner” may include an authorized representative of a Policy Owner, if allowable under applicable law.

12.   Northwestern Mutual will monitor Policies and will attempt to notify a Policy Owner on a timely basis if a Policy Owner’s Policy is in jeopardy of becoming a MEC under the Internal Revenue Code. Depending on the instructions received, excess Premium may be reversed from the Policy and returned with interest within 60 days after the end of the Policy year in which they are paid. Excess payments the Policy Owner wants applied are applied to the Policy when instructions are received in good order. “Policy Owner” may include an authorized representative of a Policy Owner, if allowable under applicable law.

TRANSFER PROCEDURES

A.  Dollar-Cost Averaging and Portfolio Rebalancing

13.   A Policy Owner may elect, for no additional charge, to authorize Northwestern Mutual to transfer amounts on a monthly basis from the Government Money Market Divisions to other Divisions as directed. A Policy Owner may also arrange to have Invested Assets rebalanced to established percentages on a monthly, quarterly, semi-annual or annual basis. Northwestern Mutual may modify or suspend these programs at any time.

C.  Transfers

14.   The Separate Account currently consists of 40 Divisions. All assets of each Division are invested in shares of the corresponding Portfolio. A Policy Owner may direct that accumulated amounts under the Policy be transferred from one Division to another so long as you are invested in no more than 30 Divisions at a time. A maximum of 3030 Divisions may be in use at any one time for existing or future allocations, including allocations or transfers through any special programs, such as dollar cost averaging or portfolio rebalancing. The Policy provides for a $25 charge for transfers of assets among the Divisions of the Separate Account if more than twelve transfers take place in a Policy year. Currently, this fee is being waived. A Policy Owner may request the transfer in writing and under certain circumstances when available, by telephone or the Internet according to our procedures for electronic instructions. Transfers received by Northwestern Mutual at its Home Office in good order before the close of trading on the NYSE will receive same-day pricing. Transfers received by Northwestern Mutual at its Home Office on or after the close of trading will be priced on the next regular trading day. Where allowable by applicable law, a Policy Owner’s financial representative may provide us with transfer instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. If the effective date does not match the date the transfer instructions are due to be forwarded to the Home Office according to our procedures, the Home Office will contact NMIS to resolve any discrepancies.

C.  Short Term and Excessive Trading

15.   To deter short term and excessive trading, Northwestern Mutual has adopted and implemented policies and procedures which are designed to control abusive trading practices and seeks to apply these policies and procedures uniformly to all Policy Owners, except to the extent we are prevented from doing so under applicable state or federal law or regulation. Any exceptions must be either expressly permitted by these policies and procedures or subject to an approval process described in them.

Among the steps Northwestern Mutual has taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions, including (with certain exceptions as identified in the prospectus) the prohibition of more than twelve transfers (or multiple transfers on the same effective date) among Divisions under a single Policy during a Policy year. Further, a Policy Owner who is identified as having made a transfer in and out of the same Division (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers if a total of three round trips are made within that same policy year or two round trip transfers are made within any subsequent year. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. A Policy Owner who is identified as having made one round trip transfer within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a Division, excluding the Government Money Market Division and the Divisions corresponding to the Portfolios of the Russell Investment Fund LifePoints® Variable Target Portfolio Series, will be restricted from making additional transfers if a total of two round trips are made within that same Policy Year or one round trip transfer is made within any subsequent year. The restriction will last until the next Policy Anniversary and the Policy Owner will be sent a letter informing him or her of the restriction. Unless Northwestern Mutual believes a Policy Owner’s trading behavior is problematic, these limitations do not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost

averaging, and interest sweeps, or to initial allocations, the use of asset allocation models or changes in future allocations. Once a Policy is restricted, Northwestern Mutual allows one additional transfer into the Government Money Market Division until the next Policy Anniversary Date. Limitations may be modified in accordance with our procedures to allow for transfers that would not count against the total transfer limit as necessary to alleviate potential hardships to Policy Owners, such as transfers required as a result of a fund substitution, liquidation or merger.

These policies and procedures may change from time to time in Northwestern Mutual’s sole discretion without notice; provided, however, Policy Owners will be given advance, written notice if the policies and procedures were revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies and procedures may provide for the imposition of a redemption fee and may require Northwestern Mutual to provide transaction information to the Fund.

Northwestern Mutual intends to monitor events and the effectiveness of its policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. However, Northwestern Mutual may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on its ability to impose restrictions on the trading practices of Policy Owners.

REDEMPTION PROCEDURES

A.  Surrender for Cash Value

16.   The cash value equals the Policy Value, less any Policy debt outstanding, less the surrender charge. A Policy Owner may surrender the Policy for its cash value at any time upon written request before the death of the second insured to die. Where allowable by applicable law, a Policy Owner’s financial representative may provide us with surrender instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. Northwestern Mutual will determine the cash value for a surrender request on the same day it receives the request if the request is received at the Home Office in good order before the close of trading on the NYSE. Cash values for surrender requests received by Northwestern Mutual at its Home Office on or after the close of trading will be determined on the next regular trading day.

17.   Northwestern Mutual will generally pay surrender proceeds within seven days of receipt of a Policy Owner’s written request, except under the circumstances described below in the “Deferral of Determination and Payment” section.

18.   When a surrender of a Policy is effected, Northwestern Mutual will pay the cash value out of the assets of the General Account. An amount equal to the interest of the Invested Assets will be transferred from the Separate Account to the General Account as of the effective date of the surrender.

B.  Withdrawals of CashValue

19.   A withdrawal of Cash Value may be made under certain conditions specified in the prospectus. Where allowable by applicable law, a Policy Owner’s financial representative may provide us with withdrawal instructions on behalf of a Policy Owner subject to our current procedures, rules and requirements. A withdrawal may not reduce the loan value to less than any Policy Debt outstanding. Following a withdrawal the remaining Cash Value, less any Policy Debt, must be at least three times the most recent monthly charge. Also, following a withdrawal the remaining Death Benefit must be at least the minimum amount that Northwestern Mutual would currently issue. The minimum amount for withdrawals is $250. The Policy reserves the right to charge a fee of up to $25 per withdrawal. This fee is currently being waived.

20.   Withdrawals may be made upon written request at Northwestern Mutual's Home Office. The maximum allowable withdrawal will be determined by reference to computations as of the close of business on the day the request is received if the request is received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, the determination will be made on the next trading day. The amount of the withdrawal will be disbursed from the Home Office. Withdrawals from the Separate Account will generally be paid within seven days of receipt of a Policy Owner’s written request, except under the circumstances described below in the “Deferral of Determination and Payment” section.

C.  Payment of Death Benefit

21.   Northwestern Mutual will pay the Death Benefit to the beneficiaries or other payees in accordance with the terms of the Policy following receipt at the Home Office of proof of the death of the insureds. The amount of the Death Benefit paid will be determined as of the date of death. Northwestern Mutual may transfer Invested Assets into the Government Money Market division of the Separate Account upon notification of death of the second Insured until the Death Benefit is paid in order to minimize breakage. Payment of the Death Benefit is subject to the suicide and incontestability provisions of the Policy and any applicable state law requirements. Payment will be made promptly and in any case within seven days after the last of the conditions is met, except under circumstances described below in the “Deferral of Determination and Payment” section.

22.   The Death Benefit for a Policy will depend on the death benefit option chosen. With Option A, the death benefit equals the Specified Amount. With Option B, the Death Benefit equals the sum of the Specified Amount and the Policy Value. And with Option C, the Death Benefit equals the sum of the Specified Amount and premiums paid. At ages 100 and older of the younger insured, the Death Benefit will equal the Policy Value under all three options. In addition, under any of the options, the Death Benefit will be increased, if necessary, to meet the definitional requirements for life insurance for federal income tax purposes. The Death Benefit is adjusted to reflect any unpaid monthly charges if the Policy is in the grace period. Also, any Policy debt is deducted from the Death Benefit.

23.   Northwestern Mutual will pay the Death Benefit for a Policy out of assets held in its General Account. The beneficiary may receive the Death Benefit as a cash settlement either by electing to receive a lump sum or by electing an income plan as set forth in the prospectus. The amount payable will include interest from the date of second death. An amount equal to the interest of the Policy in the Separate Account as of the date of death will be transferred from the Separate Account to the General Account.

D.  Lapse and Reinstatement

24.   If the Policy Value, less any Policy debt outstanding and applicable surrender charge, is less than the monthly charges on any Monthly Processing Date, a grace period of at least 61 days2 (or for longer periods if required by your state or as described in the prospectus) is allowed for the payment of sufficient premium to keep the Policy in force. The grace period begins on the date when a notice is sent to a Policy Owner. The notice will state the minimum amount of premium required to keep the Policy in force and the date by which the premium must be paid. The Policy will terminate with no value unless the required amount is paid before the grace period expires. Payments are deemed received by Northwestern Mutual at its Home Office if received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, payments are deemed received on the next trading day. If the second death occurs during the grace period, the death proceeds will be reduced by the amount of the unpaid monthly charges.

25.   A lapsed Policy may be reinstated while at least one insured is alive within three years after the Policy terminated (or longer if required by state insurance law). The Policy may not be reinstated if either of the insureds died after the end of the grace period. Within 24 days after lapse, reinstatement can be made by paying an amount equal to the monthly charges that were due when the Policy terminated, plus charges for three more months.

After 24 days of lapse, reinstatement is also conditional upon evidence of insurability. If the request is not received on a Monthly Processing Date, on or after the close of trading on the NYSE on a Monthly Processing Date, the reinstatement will be effected as of the first Monthly Processing Date following the date the request for reinstatement is received at the Home Office of Northwestern Mutual, subject to approval by Northwestern Mutual. Any Policy debt that was outstanding when the Policy terminated will also be reinstated. Upon reinstatement, the Policy Date will not change. The Policy Value when a policy is reinstated is equal to the premium paid, after the deduction for taxes and sales load, less the sum of all monthly charges for the cost of insurance and other expenses for the grace period and for the current month. The cash amount required to reinstate a Policy will be paid into Northwestern Mutual's General Account and the amount required for the Policy's Separate Account reserve will be placed in the Separate Account as of the reinstatement date. If a surrender charge was assessed at the time of the lapse, upon reinstatement the Policy Value will include a credit for such surrender charge and the same schedule on the Policy will apply.

E.  Exchange for a Fixed-Benefit Policy

26.   A Policy Owner may exchange its Policy for a life insurance policy that does not vary with the investment experience of the Separate Account if under certain circumstances a Fund changes its investment adviser or makes a material change to the investment policies of a Portfolio. A Policy Owner will be given notice of any such change and will have 60 days to make the exchange. There may be a cost associated with the exchange.

F.  Policy Loans and Loan Repayments

27.   The Policy provides that a Policy Owner may borrow from Northwestern Mutual using the Policy as collateral security. The maximum loan value is 90% of the Policy Value less any applicable surrender charge. If a Policy loan is already outstanding, the maximum amount that can be taken as a new loan is the maximum loan value, less existing Policy debt.

28.    A Policy Owner may request a policy loan in writing and under certain circumstances when available, by telephone. If Northwestern Mutual receives a request for a loan at the Home Office in good order before the close of trading on the NYSE, the loan will be effective as of the close of trading that day. If the request is received on or after the close of trading, the loan will be effective on the next trading day. The date of the loan will be the date on which the check for the loan proceeds is issued. The maximum loan value of the Policy will be determined by reference to computations at the close of business the preceding day -- after the request for the loan was submitted but before processing took place -- and interest will accrue from the effective date of the loan.

29.   Interest on a Policy loan accrues and is payable on a daily basis. The Policy loan rate is a fixed rate of 5%. Unpaid interest is added to the principal. The Policy will terminate if the cash value falls to zero on a Monthly Processing Date, but written notice will be mailed to a Policy Owner at least 61 days before the termination date. The notice will state the amount which must be paid to keep the Policy in force.

30.   When a Policy loan is effected, the loan amount is taken from the Divisions of the Separate Account in proportion to the amounts in the Divisions. The amounts withdrawn from the Separate Account are credited with an earnings rate equal to the Policy loan interest rate. On the Monthly Processing Date, a charge for expenses and taxes associated with any Policy debt is deducted. The amount deducted for expenses is disclosed in the prospectus. The earnings rate is in lieu of the investment experience of the Separate Account.

31.   Loan repayments (including accrued interest) may be repaid, in whole or in part, at any time during the lifetime of at least one of the Insured persons. If there is Policy Debt, payments received at our Home Office are treated as payments to reduce Policy Debt unless designated as Premium Payments. If payments are received in good order before the close of trading on the NYSE, Northwestern Mutual will credit payments as of the date received and will transfer those amounts from the General Account to the Divisions, in proportion to the

premium allocation in effect as of the same date. If payments are received in good order on or after the close of trading on the NYSE, Northwestern Mutual will process the order using the value of the units in the Divisions determined at the close of the next regular trading session of the NYSE.

G.  Deferral of Determination and Payment

32.   Northwestern Mutual will ordinarily pay Policy benefits within seven days after all required documents are received at its Home Office. However, we may defer determination and payment of benefits if:

•

the NYSE is closed, other than customary weekend and holiday closings, or trading on the NYSE is restricted as determined by the SEC; or

•

the SEC permits, by an order, the postponement of any payment for the protection of Policy Owners; or

•

the SEC determines that an emergency exists that would make the disposal of securities held in the Separate Account or the determination of their value not reasonably practicable; or

•

under SEC rules, the Government Money Market Portfolio suspends payments of redemption proceeds in connection with a liquidation of the Portfolio, we will delay the Portfolio’s portion of the payment of any transfer, partial surrender, surrender, or death benefit until the Portfolio is liquidated.

33.   If a Policy Owner submits a check or draft to our Home Office, Northwestern Mutual has the right to defer payment of the Death Benefit, surrender, withdrawals, loans, or payment plan proceeds until the check or draft has been honored.

34.   To the extent it is disclosed in the prospectus, Northwestern Mutual may defer payment of the Death Benefit if it legitimately needs time to determine the proper beneficiaries.

35.   If mandated under applicable law, Northwestern Mutual may be required to freeze a Policy Owner’s Policy Value and thereby refuse to pay any requests for transfer, surrender, withdrawals, loans, or the Death Benefit, until instructions are received from the appropriate regulatory or other lawful authority. Northwestern Mutual may also be required to provide additional information about a Policy Owner, a Policy Owner’s Policy, and a Policy Owner’s trading activities to government regulators.

36.   Payments payable under Northwestern Mutual’s state escheatment procedures may be subject to different standards.

[1]

Arizona Governing Committee, Etc. v. Norris, 103 S. Ct. 3492 (1983).

[2]

In administering the Policies Northwestern Mutual intends to use a 66-day period, instead of 61 days, before the lapse routine is implemented. The longer period is used simply to reduce the volume of lapse and reinstatement transactions occasioned by miscalculation when a Policy Owner attempts to pay the overdue premium on the last day of the grace period. The 66-day period is used for Northwestern Mutual's fixed benefit insurance policies and will be administered consistently. When the 66 days have transpired and the Policy lapses, the values will be computed as though the Policy had lapsed after the grace period of 61 days. Notwithstanding these internal procedures, the Policy is no longer in force upon the expiration of the grace period and the Death Benefit is determined accordingly if the insured dies thereafter regardless of whether the internal procedures have been implemented prior to the date of death.