ThZeal - The Zeal

Group Combination Annuity (Account C)

Issued by The Northwestern Mutual Life Insurance Company and NML Variable Annuity Account C

Prospectus May 1, 2025

This prospectus describes two classes of the Select Payment Variable Annuity Contract: a front-load version (in which a sales charge is assessed if and when Purchase Payments are made) and a simplified-load version (in which no sales charge is assessed). This prospectus describes an unallocated Group Combination Annuity Contract (the “Contract”) to provide retirement annuity benefits for self-employed persons and their eligible employees. Although the Contract is no longer offered for sale to retirement plans of self-employed persons, subsequent Purchase Payments may continue to be made under in-force Contracts. You may choose to invest your Net Purchase Payments on a variable, fixed, or a combination thereof on a tax-deferred basis. Net Purchase Payments may be invested, pursuant to the Contract, in the following variable and fixed options:

Variable Options

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 Managed Portfolio (“Inflation Protection Portfolio”
until 9/30/25)

- High Yield Bond Portfolio

- Multi-Sector Bond Portfolio

- Active/Passive Balanced Portfolio (“Balanced Portfolio”
until 06/30/2025)

- Active/Passive Moderate Portfolio (“Asset Allocation Portfolio”
until 06/30/2025)

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

- Aggressive Strategy Fund

- Equity Aggressive Strategy Fund

Credit Suisse Trust

- Commodity Return Strategy Portfolio

Fixed Options

- Guaranteed Return Fund (in 1-,3-, and 5-year durations)

The Contract (including the fixed option) and the variable options are not guaranteed to achieve their goals, are not bank deposits, are not federally insured, and are not endorsed by any bank or government agency. You could lose the money you invest in this Contract. All contractual guarantees (including the fixed option) are contingent upon the claims-paying ability of the Company. Some terms of the Contract may differ from the terms of the Contract delivered in another state because of state specific legal requirements.

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

You may cancel your Contract within 10 days of receiving it without paying fees or penalties.
In some states, this cancellation period may be longer. Depending on your state of issue, upon cancellation you will receive either the full amount of your Purchase Payment(s) or your Contract Value. You should review the prospectus, or consult with your financial representative, for additional information about the specific cancellation terms that apply.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. The Contract may not be available in all states and is only offered where it can be lawfully sold. Our Distributor may limit sales of the Contract to certain government entities and government entity plans. Additional information about certain investment products, including variable annuity contracts, has been prepared by the Securities and Exchange Commission's staff and is available at www.Investor.gov.

Glossary of Special Terms

Unless otherwise specified in this prospectus, the words “Northwestern Mutual,” “we,” “us,” “our,” and “Company” mean The Northwestern Mutual Life Insurance Company. The words “you” and “your,” unless otherwise specified, mean the Contract Owner. We use a number of special terms in this prospectus, including the following:

Accumulation Unit—An accounting unit of measure representing the contract value, before the date on which Annuity Payments begin, in one or more Divisions of the Separate Account. The related term “Accumulation Unit Value” (“AUV”) means the value of a particular Accumulation Unit at a particular time and is analogous to, but not the same as, the share price of a mutual fund.

Annuitant—A Participant in the Plan or Trust who has been named to receive Annuity Payments in accordance with the provisions of the Plan or Trust.

Annuity Payments—Money we pay under a variable income plan or a fixed income plan during the annuitization phase of the Contract.

Annuity Unit—An accounting unit of measure representing the actuarial value of an interest in a variable income plan, after the date on which Annuity Payments begin, in one or more Divisions of the Separate Account.

Certificate—A document issued to an Annuitant describing the benefits to be received under the Contract. A Certificate will also include beneficiary provisions.

Company—The Northwestern Mutual Life Insurance Company.

Contract—The agreement between you and us described in this variable annuity prospectus.

Division—A sub-account of the Separate Account, the assets of which are invested exclusively in the shares of one of the Portfolios of the underlying Funds.

Fund—A Fund is registered under the Investment Company Act of 1940 (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. A Fund is available as an investment option under the Contract. 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.

Guaranteed Return Fund—A fixed investment option under the Contract, supported by the assets held in the Company’s General Account, that has a term of a specified duration (called a “Guaranteed Period”).

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”.

Market Value Adjustment—An amount that may be credited (or charged) upon a withdrawal from a Guaranteed Return Fund before the end of a Guaranteed Period.

Northwestern Mutual—The Northwestern Mutual Life Insurance Company.

Owner—The person with the sole right to exercise all rights and privileges under the Contract, except as the Contract otherwise provides. The Owner is ordinarily the employer, a custodian, or trustee.

Penalty Tax—If premature payment of benefits are made under an Annuity Contract, a penalty tax may be incurred. (See “Taxation of Contract Benefits.”)

Plan—The document(s) under which the benefits provided by this Contract are distributed to the individual employees or plan participants. The term includes any trust, custodial, or other document providing for the funding of Plan benefits.

Portfolio—A series of a Fund available for investment under the Contract which corresponds to a particular Division of the Separate Account.

Prospectus— The full statutory prospectus for the Contract.

Purchase Payments—Money you give us to apply to your Contract. The related term “Net Purchase Payment” refers to Purchase Payments after all applicable deductions.

Separate Account—The account the Company has established pursuant to Wisconsin law for those assets that, although belonging to the Company, are reserved for you and other owners of variable annuity contracts supported by the Separate Account.

Account C Prospectus

Important Information You Should Consider About the Contract

	FEES AND EXPENSES			Cross-Reference(s) to Location in Prospectus
Charges for Early Withdrawal	If you surrender your Contract, you will not be assessed a surrender charge.			Fee and Expense Tables – Contract Fees and Expenses
Transaction Charges	You may be charged for other transactions, such as certain tax-related charges, as well as front-end sales load on front-load Contracts.			Charges
Ongoing Fees and Expenses (annual charges)	The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.			Fee and Expense Tables – Contract Fees and Expenses, Range of Annual Portfolio Operating Expenses, and Examples
	Annual Fee	Minimum	Maximum
	Base Contract (varies depending on whether Contract class is front-load or simplified- load)	0.65%1	1.50%1
	Investment Options (Portfolio company fees and expenses)	0.21%2	2.73%2
	1 As a percentage of Separate Account assets. 2 As a percentage of Portfolio assets.
	Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs. Although your actual costs may be higher or lower than those shown below, based on these assumptions, your costs would be as follows:
	LOWEST ANNUAL COST $8211	HIGHEST ANNUAL COST $4,3281
	Assumes: ●Investment of $100,000 ●5% annual appreciation ●Least expensive combination of Contract Classes and Portfolio fees and expenses ●No sales charges ●No additional Purchase Payments, transfers or withdrawals	Assumes: ●Investment of $100,000 ●5% annual appreciation ●Most expensive combination of Contract Classes and Portfolio fees and expenses ●No sales charges ●No additional Purchase Payments, transfers or withdrawals
	1 The lowest and highest dollar amount of fees that would be assessed, based on the assumptions described in the tabular presentation above, for each of the first 10 Contract years.
	RISKS
Risk of Loss	You can lose money by investing in the Contract.			The Investment Options
Not a Short-Term Investment	The Contract is not a short-term investment and is not appropriate for you if you need ready access to cash. It is intended for retirement and long-term savings.			The Contract – Generally

Account C Prospectus

	RISKS	Cross-Reference(s) to Location in Prospectus
Risks Associated with Investment Options	Investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options ( Portfolios) and fixed account options you choose. Each Portfolio (including any fixed account investment options) will have its own unique risks. You should review these investment options Portfolios before making an investment decision. The Guaranteed Return Fund (GRF) accounts, fixed investment options offered under the Contracts, are subject to the risk of negative Market Value Adjustment (MVA) which could decrease the amount available for transfer or withdrawal from a GRF account. You should carefully consider the effects of a negative MVA before making a transfer or withdrawal from a GRF account.	The Investment Options
Insurance Company Risks	Investment in the Contract is subject to the risks related to the Depositor ( Northwestern Mutual), and any obligations (including under any fixed account investment options), 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 (888) 455-2232.	The Company
	RESTRICTIONS
Investments	Transfer requests involving the fixed account options are subject to special restrictions, including individual state law restrictions as to availability or amounts. These options are available only during the accumulation phase of your Contract and after your initial investment may be subject to limits on additional amounts, including minimum required investments or maximum limits on total amounts. Transfers out of these fixed options are also subject to specific limitations, including charges, and monies moved out of these options may limit the availability of any positive market value adjustment that might otherwise apply. Transfers among Divisions are subject to the Contract’s short-term and excessive trading policies. Under certain circumstances Northwestern Mutual reserves the right to remove a Portfolio or substitute another Portfolio for such Portfolio.	The Investment Options – Fixed Options and The Contract – Purchase Payments Under the Contract (Guaranteed Account Investment Minimums and Maximums) The Investment Options (Short Term and Excessive Trading) Contract Owner Services (Substitution of Portfolio Shares and Other Changes)
	TAXES
Tax Implications	You should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the Contract. Some distributions will generally be subject to ordinary income tax rates, and may be subject to penalties.	Federal Income Taxes
	CONFLICTS OF INTEREST
Investment Professional Compensation	The Contract is sold exclusively through financial representatives of Northwestern Mutual’s affiliated broker-dealer, who are compensated with a commission based on a percentage of Purchase Payments, and Northwestern Mutual may share revenue it earns on the Contract with its affiliated broker- dealer. These financial representatives may have a financial incentive to offer or recommend the Contract over other investments.	Additional Information – The Distributor

Account C Prospectus

Overview of the Contract

The Contracts are unallocated group annuity contracts, the purpose of which is primarily to provide for the accumulation of funds and the payment of retirement benefits to participants or their beneficiaries (“Annuitants”). Funds may be accumulated on a variable, fixed, or a combined basis in one or more omnibus accounts established for each Contract. The Contracts do not provide for the establishment of individual accounts for Plan or Trust participants until participants become entitled to receive benefits from the Plan or Trust.

We offer the Contracts only for use under tax-qualified plans meeting the requirements of Sections 401 and 403(a) of the Code. The Contracts are not intended for short term-investment and are therefore not appropriate for people who may need to make early or frequent withdrawals or who intend to engage in frequent trading.

During the years when funds are being paid into the Contract, known as the accumulation (savings) phase, the earnings accumulate on a tax-deferred basis. The annuitization (income) period begins when a participant retires or otherwise becomes entitled to receive benefits and you direct us to pay Annuity benefits to the participant. (See “Retirement Benefits.”) All or a portion of such payments will be taxed as ordinary income. We will then pay retirement benefits in a lump sum or under a variable or fixed income plan and issue the Annuitant a Certificate describing the benefits which have been selected. (See “Income Plans.”) The amount accumulated under the Contract, including the results of investment performance of the Divisions, and interest earned under the fixed options, will determine the amount of the Retirement Benefit. Additional information about the Portfolios in which the Divisions invest is provided in the Appendix (see "Appendix A: Portfolios Available Under Your Contract). Benefits available to participants are determined entirely by the provisions of the Plan or Trust.

In addition to the Divisions which vary with the investment experience of the underlying Portfolios, the Contracts offer fixed options (Guaranteed Return Fund or “GRF” accounts) that credit interest at declared rates.

Below are other features and options that the Contract offers.

●

Accessing your money. To the extent permitted by the Plan or Trust, you may terminate the Contract and redeem the contract value by submitting a request in writing, subject to our administrative procedures. Withdrawal rights during the annuitization period will depend on the income plan selected.

●

Tax treatment. You may transfer Contract Value among the Divisions and the fixed options without tax implications, and earnings (if any) on your investments are generally tax-deferred. You are taxed only when (1) you make a withdrawal or surrender; (2) you receive an annuity payments under the Contract; or (3) upon payment of the retirement benefit.

●

Retirement Benefit. You may direct us to pay retirement benefits to an Annuitant at any time while your contract is in force. Upon your request, benefits may be paid in a lump sum or under an Income Plan. If a participant under your retirement plan or trust dies before retirement, any retirement benefits available are governed by the terms of your plan or trust. If he dies after retirement (i.e., after he annuitizes), any death benefits would be governed by the Income Plan in effect at that time.

Account C Prospectus

Fee and Expense Tables

Contract Fees and Expenses

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. There are two sets of tables: one for a front-load Contract (in which a sales charge is assessed when Purchase Payments are made) and one for a one for a simplified-load Contract (in which a sales charge is assessed). Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have selected.

The Transaction Expenses tables describe the fees and expenses that you will pay at the time that you buy the Contract, surrender, or transfer Contract Value between investment options. These tables do not include any charge for state premium tax deductions, which we do not charge for at present, but we reserve the right to do so.

Front-Load Contract (in which a sales charge is assessed when Purchase Payments are made)

Transaction Expenses	Maximum Fee	Current Fee
Maximum Sales Load (as a percentage of Purchase Payments)1	4.5%	4.5%
Transfer Fee	N/A	N/A
Expedited Delivery Charge2	$17	$17
Wire Transfer Fee3	$15	$15

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract (not including Portfolio company fees and expenses).

Annual Contract Expenses	Maximum Fee	Current Fee
Administrative Expenses4	$150	$150
Base Contract Expenses (as a percentage of Separate Account assets)5	1.00%	0.65%

Simplified-Load Contract (in which a one-time sales charge is assessed)

Transaction Expenses	Maximum Fee	Current Fee
Sales Load (as a percentage of Purchase Payments)1	None	None
Installation Fee	$750	$750
Expedited Delivery Charges2	$17	$17
Wire Transfer Fee3	$15	$15

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract (not including Portfolio company fees and expenses).

Annual Contract Expenses	Maximum Fee	Current Fee
Administrative Expenses4	$150	$150
Base Contract Expenses (as a percentage of Separate Account assets)5	1.50%	1.25%

1 The sales load for a front-load Contract depends on the amount of cumulative Purchase Payments.

2 For express mail delivery with signature required; the express mail delivery charge without signature is $15.

3 We also charge $15 for wire transfers in connection with withdrawals.

4 We charge an Annual Contract Fee of $150. We are currently waiving the Annual Contract Fee if Purchase Payments less withdrawals equal or exceed $25,000. We reserve the right to change this practice in the future. We will give at least 30 days prior notice.

5 We guarantee the current Base Contract Expense for five years from the date of this prospectus. Thereafter, we reserve the right to raise the Base Contract Expense to a maximum annual rate of 1.00% for the front-load Contract and 1.50% for the simplified-load Contract. After the fifth Contract year we may amend the Contract with respect to the maximum annual rate for the base contract expense as well as other Contract terms.

Account C Prospectus

Annual Portfolio Operating Expenses

The table below shows the minimum and maximum total operating expenses of the Portfolios that you may pay periodically during the time that you own the Contract. A complete list of the Portfolios available under the Contract, including their annual expenses, may be found at the back of this document (i.e., Appendix A: Portfolios Available Under Your Contract).

	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%	2.73%
Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement*	0.19%	2.68%

The “Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum and maximum fees and expenses as of December 31, 2024 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 total Annual Portfolio Operating Expenses and will continue for at least one year from the date of this prospectus.

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

Examples1

The following Examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner transaction expenses, annual Contract expenses, and annual Portfolio expenses. The Examples assume that you invest $100,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. The Examples reflect the maximum expenses of the underlying Portfolios (as set forth above) as well as the Optional Enhanced Death Benefit Maximum Charge. Although your actual costs may be higher or lower than those shown below, based on these assumptions, your costs would be as follows:

Front-Load Contract

	1 year	3 years	5 years	10 years
If you surrender your Contract at the end of the applicable time period:	$8,038	$15,348	$22,845	$42,437
If you annuitize at the end of the applicable time period:	$8,038	$15,348	$22,845	$42,437
If you do not surrender your Contract:	$8,038	$15,348	$22,845	$42,437

Simplified-Load Contract

	1 year	3 years	5 years	10 years
If you surrender your Contract at the end of the applicable time period:	$4,214	$12,808	$21,534	$43,945
If you annuitize at the end of the applicable time period:	$4,214	$12,808	$21,534	$43,945
If you do not surrender your Contract:	$4,214	$12,808	$21,534	$43,945

1 Note: The purchase payments for either a front-load Contract or a simplified-load Contract must reach a total minimum amount of $25,000 during the first Contract year. The installation fee of $750 is divided between the funds for the simplified-load fee table. The numbers above must be multiplied by 2.5 to find the expenses for a front-load Contract or a simplified-load Contract of this minimum size.

The sales load for a front-load Contract depends on the amount of cumulative Purchase Payments. See “Charges” for additional information about expenses for the Contracts. The expense numbers shown in the tables reflect the Base Contract Charge. The Contracts may provide for charges for transfers between the Divisions of the Separate Account and for premium taxes, but we are not presently assessing such charges.

Please remember that the examples are simply illustrations and do not represent past or future expenses. Your actual expenses may be higher or lower than those shown in the examples. Similarly, your rate of return may be more or less than the 5% assumed in the examples.

Account C Prospectus

Principal Risks

Investment Risk You can lose money by investing in the Contract.

The Contract is not a short-term investment and is not appropriate for you if you need ready access to cash. It is intended for retirement and long-term savings and from a tax perspective is generally less attractive if owned by a non-natural person. Your Contract has also adopted measures to deter short-term trading that may trigger additional restrictions.

Investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options (Portfolios) available under the Contract, and each Portfolio (including any fixed account investment options) will have its own unique risks. You should review the prospectuses for the Portfolios before making an investment decision.

Insurance Company Risks Investment in the Contract is subject to the risks related to the depositor (Northwestern Mutual), and any obligations (including any fixed account investment options), 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 (888) 455-2232.

Cybersecurity & 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 underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, cyber-attacks may interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate AUVs, 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 underlying funds invest, which may cause the funds underlying your Contract 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 underlying funds or our service providers will avoid losses affecting your Contract 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 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, pick up 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 Contract due to a disaster or other catastrophe.

The Company

The Northwestern Mutual Life Insurance Company, or through its subsidiaries and affiliates, offers insurance products, investment products, and advisory services which are designed to address clients’ needs for financial security and protection, wealth accumulation and distribution, and estate preservation. Organized by a special act of the Wisconsin Legislature in 1857, the Company is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. The Company’s total assets were over $378 billion as of December 31, 2024. The Home Office of Northwestern Mutual is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

In addition to your fixed account allocations, General Account assets are used to guarantee the payment of the benefits under the Contract. To the extent that we are required to pay you amounts in addition to your Contract Value under these benefits, such amounts will come from General Account assets. Thus, Contract Owners must look to the strength of the Company and its General Account with regard to insurance contract guarantees. You should also be aware that 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,

Account C Prospectus

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.

The Separate Account

We established the NML Variable Annuity Account C (the “Separate Account”) on July 22, 1970 by action of our Board of Trustees in accordance with the provisions of the Wisconsin insurance law. The Separate Account is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the 1940 Act.

You may allocate the money you invest under your Contract among the variable and fixed options (if available in your state) described elsewhere in this prospectus. Each variable option is a Division of the Separate Account, which corresponds to one of the Portfolios of the Funds also described elsewhere in this prospectus. Under Wisconsin law, the investment operations of the Separate Account are kept separate from our other operations. The values for your Contract supported by the Separate Account will not be affected by income, gains, or losses from the rest of our business. The income, gains or losses, realized or unrealized, for the assets we place in the Separate Account for your Contract will determine the value of your Contract benefits supported by the Separate Account, and will not affect the rest of our business. The assets in the Separate Account are reserved for you and other owners of variable annuity contracts, although the assets belong to us and we do not hold the assets as a trustee. While we and our creditors cannot reach the assets of the Separate Account to satisfy other obligations until our obligations under your Contract have been satisfied, all of our assets (except those we hold in certain other separate accounts) are available to satisfy our obligations under your Contract. The obligations under the variable annuity contracts are obligations of the Company as depositor.

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

●

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

●

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.

●

Create new separate accounts.

●

Combine the Separate Account with any other separate account.

●

Transfer the assets and liabilities of the Separate Account to another separate account.

●

Transfer cash from time to time between the Company’s General Account and the Separate Account as deemed necessary or appropriate and consistent with the terms of the Contracts, including but not limited to transfers for the deduction of charges and in support of payment options.

●

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 Contracts supported by the Separate Account to the Company’s General Account.

●

Add, delete, or make changes to the securities and other assets that are held or purchased by the Separate Account.

●

Terminate and/or liquidate the Separate Account.

●

Restrict or eliminate any voting rights of Contract Owners or other persons who have voting rights as to the Separate Account.

●

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 Contract and take other actions to carry out what we have done.

Account C Prospectus

The Investment Options

The Contract makes available a variety of variable and fixed investment options. The Company does not endorse or recommend any particular option nor does it provide investment advice. The amounts invested in the variable options are not guaranteed, and because both your principal and any return on your investment are subject to market risk, you can lose money. The amounts invested in the fixed options earn interest for a specified period at a rate we declare from time to time; the principal and interest rate are guaranteed by the Company and are subject to the claims-paying ability of the Company.

Variable Options

The assets of each Division of the Separate Account are invested in a corresponding Portfolio that is a series of one of the following mutual fund families: Northwestern Mutual Series Fund, Inc.; Fidelity® Variable Insurance Products; Neuberger Berman Advisers Management Trust; the Russell Investment Funds; and the 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 with similar names. The specific Portfolios available under your Contract may change from time to time, and not all Portfolios in which assets of the Separate Account are invested may be available under your Contract. Your ability to invest in a Portfolio may be affected by the actions of such Portfolio, such as when a Portfolio closes.

You may choose to allocate the Accumulation Value of your Contract among the Divisions of the Separate Account and you may, subject to certain conditions, transfer values from one Division to another. 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 Portfolio.

There can be no assurance that the Portfolios will realize their objectives. 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. Read the prospectus carefully before investing. You can find these documents online at www.nmprospectus.com, by calling (866) 910-1232 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 Contract makes available both proprietary and non-proprietary Portfolios. The Northwestern Mutual Series Fund, Inc. 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 Contract, we consider during the selection process whether the 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-advisers’ 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 Contract Value 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 Contract Value of your Contract resulting from the performance of the Portfolio 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 offered through the Contract. 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 Contracts 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 Contracts and Portfolios. The Company and its affiliates may profit from these payments.

While not currently the case, certain Portfolios available under the Contract 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. These 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 consider receipt of these payments when deciding whether to offer a Portfolio.

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Additionally, an investment adviser of a Portfolio or its affiliates may provide the Company with wholesaling services that assist in the distribution of the Contracts 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 its affiliate) with increased access to persons involved in the distribution of the Contracts.

Transfers Between Divisions Subject to the short term and excessive trading limitations described below and any frequent trading policies adopted by the Funds that are described in their prospectuses, you may change the allocation of Net Purchase Payments among the Divisions or transfer Accumulation Units from one Division to another at any time. After the effective date of a variable Income Plan, the Annuitant may transfer Annuity Units from one Division to another. Changes in allocation and transfers are made based on the valuation of Accumulation or Annuity Units in the affected Divisions after our receipt of a written request at our Home Office, provided it is in good order, or on a future specified date. “Good order” means that the request is complete and accurate and all applicable requirements are satisfied. If such a request is received before the close of trading on the NYSE (typically, 4:00 p.m. Eastern Time), the request will receive same-day pricing. If we receive such a request for transfer 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.

We will adjust the number of Accumulation or Annuity Units to be credited to reflect the respective value of the Accumulation and Annuity Units in each of the Divisions. You may transfer Accumulation or Annuity Units among the Divisions up to twelve times in a Contract year. We may set waiting periods for transfers of Annuity Units.

If you contemplate the transfer of funds from one Division to another, you should consider the risk inherent in a switch from one investment medium to another. In general, frequent transfers based on short-term expectations for the securities markets, especially transfers of large sums, will tend to accentuate the danger that a transfer will be made at an inopportune time. Frequent transfers, or transfers that are large in relation to the assets of the Portfolio in which a Division invests, may also be disruptive and may disadvantage other investors. We reserve the right to limit the frequency or amount of transfers. See the attached prospectuses for the Funds for more information about their frequent trading policies. We will assist the Funds in the implementation of their policies. After the effective date of a variable Income Plan which includes the right of withdrawal, a payee may transfer the Withdrawal Value to any other Income Plan. An administrative charge may apply.

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 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 Contract Owners, except to the extent we are prevented from doing so under applicable or federal law or regulations. 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 Contract during a Contract 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, an investor 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 Contract year or two round trip transfers are made within any subsequent year. The restriction will last until the next Contract anniversary date and the Contract Owner will be sent a letter informing him or her of the restriction. An investor 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 Contract year or one round trip transfer is made within any subsequent year. The restriction will last until the next Contract anniversary date and the Contract 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, interest sweeps, or to initial allocations or changes in future allocations, to the extent these features are available in your Contract. Once a Contract is

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restricted, we will allow one additional transfer into the Government Money Market Division until the next Contract 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).

We may change these policies and procedures from time to time in our sole discretion without notice; provided, however, Contract 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 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. Such 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(s). 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 an investment option until the restriction or prohibition ends. If you submit a request that includes a purchase or transfer into such a restricted investment option, 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 Contract Owners. We may be unable to monitor trading activity by individual participants in omnibus accounts established under group Annuity Contracts, we do request that Contract Owners take steps that are reasonably designed to discourage individual participants from market timing.

Fixed Options

During the Accumulation phase of your Contract, you may invest on a fixed basis in the following guaranteed accounts, provided they are available in your state and under your Contract. To find out if a Guaranteed Return Fund Account is available in your state, or for the current interest rate, please contact your Northwestern Mutual Financial Representative or call 1-888-455-2232.

The Guaranteed Return Fund Accounts

General During the Accumulation phase of the Contract, the Owner of a Series NN contract may invest on a fixed basis in the following Guaranteed Return Fund (“GRF”) accounts of different durations, provided they are available in your state: a 1-year GRF, a 3-year GRF, and a 5-year GRF. The sum of all the Accumulation Values of all the GRF Accounts in a given contract may not exceed the GRF Accounts Maximum as shown in the Contract. To find out if a particular GRF is available, please contact your Northwestern Mutual Financial Representative or call 1-888-455-2232.

Interest Rates Assets deposited into a GRF earn the interest rate effective on the date of the deposit. Interest rates are set as follows: For contract amounts of more than $1 million, interest rates are set daily. For amounts of $1 million or less, interest rates are set Friday of each week and apply to contributions received during the following week.

Interest rate bands for the simplified-load contracts are as follows:

Contract Size		Interest Rate
At Least	But less than
0	$125,000	Base Rate
$125,000	$500,000	Base Rate + 0.20%
$500,000	$1,000,000	Base Rate + 0.40%
$1,000,000	$1,500,000	Base Rate + 0.60%
$1,500,000		Base Rate + 0.80%

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Interest rate bands for the front-load contracts are shown below.

Contract Size		Interest Rate
At Least	But less than
0	$1,500,000	Base Rate
$1,500,000		Base Rate + 0.10%

Maturity Dates GRF Maturity Dates are quarterly and are set in accordance with the plan year end date. The table below shows several examples:

If the Plan Year End Date is	Example	The Maturity Dates are
The first day of the month	01/01	01/01 04/01 07/01 10/01
The last day of the month	03/31 or 06/30	03/31 06/30 09/30 12/31
Neither the first nor the last day of the month	01/10	01/10 04/10 07/10 10/10

If, for example, the plan trustees of a calendar-year plan select a 1-year GRF and make monthly deposits in January, February, and March 2020, all the deposits will mature on March 31, 2021. Thus, the rate guarantee for a specific deposit into a 1-year GRF will be effective for 12-15 months (the “Guaranteed Period”). This same process is used to determine the Guarantee Periods for all GRFs. In those cases where the plan year end changes, maturities for subsequent purchase payments will be based on the new plan year end date. Maturity Dates established under the previous plan year end date will remain. In those cases, there may be more than four Maturity Dates in a year.

Options at Maturity When assets invested in a GRF mature, we transfer the funds pursuant to the direction of the Owner/Trustee. If the Owner/Trustee has so indicated on the Group Pension Annuity application, the assets will renew in the same GRF or be transferred to the Government Money Market Investment Division. If the application contains no such direction, and if the Owner/Trustee has not properly instructed us before the Maturity Date to transfer the funds to different investment Division(s), we will send a GRF Maturity Letter to the Owner/Trustee approximately thirty days before the Maturity Date notifying him/her that the GRF assets are due to mature and giving notice of what will happen unless we are provided with other instructions. If we are in receipt of no instructions, the assets will be transferred to the Government Money Market Investment Division. Any death benefit you elect will automatically terminate upon annuitization, which will occur no later than the contract’s maturity date (i.e., the date upon which you must either annuitize or take a lump sum).

Market Value Adjustment A Market Value Adjustment (“MVA”) may be assessed (or credited) on transfers or withdrawals from a GRF (of any duration) prior to the Maturity Date or before the end of Guarantee Period. The amount of the MVA may be positive or negative, but in all events is the difference between the interest rate credited to a new deposit (with a Guarantee Period equal to the original length of the Guarantee Period of the amount being transferred or withdrawn) and the interest rate credited to the amount being transferred or withdrawn, multiplied by the number of years to maturity of the amount withdrawn. MVAs are generally not assessed in the following circumstances: (1) a withdrawal or transfer made within 30 (thirty) days of maturity; (2) when contracts are settled to a life income plan; or (3) when the withdrawal is used to pay a plan benefit under a defined contribution plan (e.g., payments upon a bona fide retirement, disability, death, or termination of employment). Reasonable proof that these provisions have been met must be provided to the Company upon request.

In no event will the MVA decrease the amount transferred or withdrawn by more than a proportionate allocation of the excess, if any, of the interest credited to a GRF since the beginning of the Guaranteed Period in which such amount is transferred or withdrawn to the date of transfer or withdrawal, over the interest that would have been credited if the Declared Rate had equaled an annual effective rate of 3% during that same time period. In general, the longer the period remaining to the end of the Guaranteed Period at the time of a transfer or withdrawal, the larger the MVA. Because a negative MVA can reduce credited interest in excess of the minimum interest rate required to be credited under applicable state law, you should carefully consider its effect before making a transfer or withdrawal from a GRF prior to the end of a Guaranteed Period.

Other Information Amounts you invest in a GRF become part of our General Account, which represents all of our assets other than those held by us in the Separate Account and other separate accounts. The General Account is used to support all of our annuity and insurance obligations and is available to our general creditors. As part of our General Account, however, the GRFs do not bear any mortality rate and expense charges applicable to the Separate Account under the Contract, nor do they

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bear expenses of the Portfolios in which the Divisions of the Separate Account invest. Other charges under the Contract apply to the GRFs. (See “Deductions.”) In reliance on certain exemptions and exclusionary provisions, we have not registered interests in the GRFs under the Securities Act of 1933, nor have we registered the GRFs or the General Account as investment companies under the 1940 Act. Accordingly, interests in a GRF are not subject to the same laws as interests in the Divisions of the Separate Account, and the staff of the SEC has not reviewed the disclosure in this prospectus regarding the GRF.

The Contracts

Unallocated Group Annuity Contracts

We offered two versions of the Contracts: front-load Contracts and simplified-load Contracts. (See “Expense Table” and “Deductions.”) The Contracts are unallocated group annuity contracts that provide for the accumulation of funds and the payment of retirement benefits to participants or their beneficiaries (“Annuitants”). Funds may be accumulated on a variable, fixed, or a combined basis in one or more omnibus accounts established for each Contract. The Contracts do not provide for the establishment of individual accounts for Plan or Trust participants until participants become entitled to receive benefits from the Plan or Trust.

When a participant retires or otherwise becomes entitled to receive benefits, you may direct us to pay Annuity benefits to the participant. (See “Retirement Benefits.”) We will then pay retirement benefits in a lump sum or under a variable or fixed income plan and issue the Annuitant a Certificate describing the benefits which have been selected. (See “Income Plans.”) Benefits available to participants are determined entirely by the provisions of the Plan or Trust.

Purchase Payments Under The Contracts

Amount and Frequency You determine the amount and frequency of Purchase Payments subject to the provisions of the Plan or Trust. You may pay larger or additional purchase payments. However, we will not accept (a) any purchase payment unless it is a contribution for funding or for the payment of fees or loads under a pension or profit-sharing plan or trust which meets the requirements of Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”) or the requirements for deduction of the employer’s contribution under Section 404(a)(2) of the Code; or (b) any Purchase Payment (initial or subsequent) of less than $100.

You may make Purchase Payments monthly, quarterly, semiannually, annually, or on any other frequency acceptable to us. If a Purchase Payment is not paid when due, or if we decline to accept a Purchase Payment as provided above, the Contract will continue in force unless you redeem all Accumulation Units for their value. You may resume payment of Purchase Payments at any time the Contract is inforce.

Application of Purchase Payments We credit Net Purchase Payments to your Contract, after deduction of any sales load or installation fee, and we allocate the payments as you direct. To the extent that you direct a Net Purchase Payment to accumulate on a variable basis, we place it in the Separate Account and allocate it to one or more Divisions. Assets we allocate to each Division we thereupon invest in shares of the Portfolio which corresponds to that Division. If we receive no allocation instructions, we will place the Net Purchase Payment in the Government Money Market Division.

We apply payments we place in the Separate Account to provide “Accumulation Units” in one or more Divisions. Accumulation Units represent your interest in the Separate Account.

The number of Accumulation Units you receive for each Net Purchase Payment after the initial Purchase Payment is determined by dividing the amount of the Purchase Payment to be allocated to a Division by the value of an Accumulation Unit in that Division, based upon the next valuation of the assets of that Division we make after we receive your Purchase Payment is received in good order either at our Home Office or a lockbox facility we have designated. We may reject any application or Purchase Payment for any reason permitted by law. We may also be required to provide additional information about Owners and Beneficiaries to government regulators. We value assets as of the close of trading on the NYSE for each day the Exchange is open.

The number of your Accumulation Units will be increased by additional purchase payments and decreased by withdrawals. The investment experience of the Separate Account does not change the number (as distinguished from the value) of your Accumulation Units. The value of an Accumulation Unit in each Division varies with the investment experience of the Division. This in turn is determined by the investment experience of the corresponding Portfolio. We determine the value of an Accumulation Unit on any date by multiplying the value on the immediately preceding Valuation Date by the Net Investment

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Factor for the Division for the current period. (See “Net Investment Factor.”) Since you bear the investment risk, there is no guarantee as to the aggregate value of your Accumulation Unit. That value may be less than, equal to, or more than the cumulative Net Purchase Payments you have made.

Net Investment Factor

For each Division, the Net Investment Factor for any period ending on a Valuation Date is 1.000000 plus the net investment rate for the Division for that period. Under the Contract, the net investment rate is related to the assets of the Division. However, since all amounts are simultaneously invested in shares of the corresponding Portfolio when allocated to the Division, calculation of the net investment rate for each of the Divisions may also be based upon the change in value of a single share of the corresponding Portfolio.

Thus, for example, in the case of the Balanced Division the net investment rate is equal to (a) the change in the net asset value of a Balanced Portfolio share for the period from the immediately preceding Valuation Date up to and including the current Valuation Date, plus the per share amount of any dividends and other distributions made by the Balanced Portfolio during the valuation period, less a deduction for any applicable taxes or for any expenses resulting from a substitution of securities, (b) divided by the net asset value of a Balanced Portfolio share at the beginning of the valuation period, (c) less an adjustment to provide for the charge for mortality rate and expense guarantees. (See “Deductions.”)

The Portfolios will distribute investment income and realized capital gains to the Separate Account Divisions. We will reinvest those distributions in additional shares of the same Portfolio. Unrealized capital gains and realized and unrealized capital losses will be reflected by changes in the value of the shares held by the Separate Account.

Benefits Provided Under The Contracts

If mandated under applicable law, we may be required to block an Owner’s account and thereby refuse to pay any requests for transfer, partial withdrawal, or surrender, 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.

The benefits provided under the Contracts consist of a surrender value and a retirement benefit. (No death benefits are provided.) Subject to the restrictions noted below, we will pay all of these benefits in a lump sum or under the Income Plans described below. We will take the amounts required to pay benefits from the Divisions of the Separate Account, or from the value accumulated on a fixed basis, as you direct. If a participant under your retirement plan or trust dies before retirement, any death benefits available are governed by the terms of your plan or trust. If he dies after retirement (i.e., after he annuitizes), any death benefits would be governed by the Income Plan in effect at that time.

Benefits Available Under the Contract

The following table summarizes information about a variety of standard benefits available under the Contract. If applicable, information about the fees associated with a benefit included in the table may be found in the Fees and Expense Tables.

Name of Benefit	Purpose	Is Benefit Standard or Optional	Maximum Fee	Brief Description of Limitations/ Restrictions
Surrender or Withdrawal Value	You may terminate the Contract and redeem the value of Accumulation Units credited to the Contract	Standard	No charge1	●You may surrender all or a portion of the Accumulation Units ●Withdrawal rights during annuitization period will depend on income plan selected
Retirement Benefits	The Contract allows for a retirement benefit to be paid to an Annuitant in a lump sum or under a fixed or variable Income Plan	Standard	No charge1	●Paid in lump sum or under income plan ●May be subject to federal income tax and tax penalty ●Amounts accumulated under Contract may not be sufficient to provide retirement benefits under the Plan or Trust

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Name of Benefit	Purpose	Is Benefit Standard or Optional	Maximum Fee	Brief Description of Limitations/ Restrictions
Income Plans	Annuity payments and retirement benefit payments are payable under various income plans on a variable or fixed basis	Standard	No charge1	●Plans for annuity payments for a specified period are not available for Contracts issued after May 1, 2013 ●Variable income plans are subject to some Contract charges (as well as expenses of the underlying Portfolios) and are subject to market risk ●Fixed income plans are funded through withdrawals from the Separate Account and may be subject to a withdrawal charge ●Transfers between income plans are only allowed under limited circumstances

1 Variable income plans continue to be assessed Base Contract Charges.

Surrender or Withdrawal Value To the extent permitted by the Plan or Trust, you may terminate the Contract and redeem the value of Accumulation Units credited to the Contract. We determine the value, which may be either greater or less than the amount you have paid, as of the Valuation Date coincident with or next following our receipt of a written request for termination. Request forms are available from our Home Office and our agents. You may surrender a portion of the Accumulation Units on the same basis. You may instruct us how to allocate your partial surrender request among your investments in the Divisions or fixed investment options. If no direction is received, your surrender will be deducted proportionately from each of your investments.

A payee under Income Plan 1 (Period Certain) may elect to withdraw the present value of any unpaid income payments at any time. Upon death during the certain period of the payee under plan 2 (Single Life Income with or without Period Certain) or both payees under Plan 3 (Joint and Survivor Life Income with Period Certain), the beneficiary may elect to withdraw the present value of any unpaid payments for the certain period. We base the Withdrawal Value on the Annuity Unit value on the withdrawal date, the date we receive proof of death at our Home Office, or, if later, the date on which a method of payment is elected, with the unpaid payments discounted at the Assumed Investment Rate if received before the close of trading for the NYSE (typically 4:00 p.m. Eastern time). (See “Description of Income Plans.”) If received on or after the closing of the NYSE, we will determine the Withdrawal Value at the close of the next regular trading session of the NYSE.

In reliance on relief from the SEC staff (“SEC Relief”), we may temporarily delay the payment of proceeds from a surrender or withdrawal attributable to the Divisions if we reasonably believe that financial exploitation of an Owner, who is (i) age 65 or older, or (ii) age 18 or older who we reasonably believe has a mental or physical impairment that renders them unable to protect their own interests, has occurred, is occurring, has been attempted, or will be attempted. Subject to the conditions of the SEC Relief, payment of the proceeds may be delayed for up to 55 Valuation Dates. During the period of any such payment delay, the proceeds will be held in the Division of the Separate Account that invests in the Government Money Market Portfolio as we investigate and work with appropriate regulatory and other lawful authorities to resolve the matter. No later than two Valuation Dates after the temporary hold has been imposed, we will provide oral or written notice of the temporary hold and the reason for the temporary hold to the Owner, a trusted contact person the Owner previously identified to us and any other person(s) eligible to submit orders related to the Contract, unless we suspect that other person(s) of having engaged in, engaging in, having attempted or attempting financial exploitation of the Owner.

Retirement Benefits You may direct us to pay retirement benefits to an Annuitant at any time while your Contract is in force. Upon your request, benefits may be paid in a lump sum or under the Income Plans described below. Your request will state the Income Plan you have elected and the amount and date of the first payment. Amounts distributed to an Annuitant may be subject to federal income tax. A 10% penalty tax may be imposed on the taxable portion of premature payments of benefits (prior to age 59½ or disability) unless payments are made after the employee separates from service and payments are either paid in substantially equal installments over the life or life expectancy of the employee, are paid on account of early retirement after age 55, or are paid for deductible medical expenses in excess of 7.5% of Adjusted Gross Income. (See “Federal Income Taxes.”)

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We will determine the amount required to pay the Annuity or cash benefits and will redeem Accumulation Units in that amount. If an Annuitant selects an Income Plan, our current practice is to issue a certificate to the Annuitant describing his or her interest and then transfer the amount of the redeemed Accumulation Units to one of our other separate accounts, where they will be administered for the benefit of the Annuitant under the terms of the Contract. There is no assurance that amounts accumulated under the Contract will be sufficient to provide the retirement benefits under the Plan or Trust.

Income Plans

Generally We will pay part or all of the benefits under a Contract under either a fixed or variable income plan you select, depending on applicable state law. Your Contract may guarantee the right to other Income Plans, and we may offer other Income Plans from time to time from which you may choose when deciding to start receiving Annuity Payments. The fixed plans are not described in this prospectus. Under a variable plan, the payee bears the entire investment risk, since no guarantees of investment return are made. Accordingly, there is no guarantee of the amount of the variable payments, and you must expect the amount of such payments to change from month to month. Under a variable income plan, an Annuitant must select the initial allocation of Annuity Units among the Divisions and may reallocate Annuity Units among the Divisions at any time while the variable income plan is in effect. The Annuitant may name and change the beneficiaries of unpaid payments for the specified period under Plan 1 (Period Certain) or the period certain under Plans 2 (Single Life with or without Period Certain) or 3 (Joint and Survivor Life Income with Period Certain). We will issue the Annuitant a Certificate describing the variable Annuity benefits and including beneficiary provisions of Annuity Contracts we issue on the date of issue of the Certificate. For a discussion of tax considerations and limitations regarding the election of Income Plans, see “Federal Income Taxes.”

Description of Income Plans The following Income Plans are available:

1. Period Certain (sometimes referred to as Installment Income for a Specified Period). An annuity payable monthly for a specified period of 5 to 30 years (guaranteed only for contracts issued before May 1, 2013).

2. Single Life Income with or without Period Certain (sometimes referred to as Single Life Income with or without Period Certain). An annuity payable monthly until the payee’s death, or until the expiration of a selected certain period, whichever is later. After the payee’s death during the certain period, if any, payments becoming due are paid to the designated contingent beneficiary. A certain period of either 10 or 20 years may be selected, or a plan with no certain period may be chosen.

3. Joint and Survivor Life Income with Period Certain (sometimes referred to as Joint and Survivor Life Income with Period Certain). An annuity payable monthly for a certain period of 10 years and thereafter during the joint lifetime of two Joint Annuitants. On the death of either Joint Annuitants, payments continue for the remainder of the 10 years certain or the remaining lifetime of the survivor, whichever is longer.

An Income Plan must result in payments that meet the minimums we require for annuity Income Plans on the date you elect the plan. From time to time, we may establish Income Plan rates with greater actuarial value than those stated in the Contract and make them available at the time of settlement. We may also make available other Income Plans, with provisions and rates as we publish for those plans.

Amount of Annuity Payments We will determine the amount of the first Annuity Payment on the basis of the particular Income Plan the Annuitant selects, the Annuity Payment rate (i.e., the stream of projected annuity payments based on an actuarial projection of the length of time annuity payments will continue as well as other factors including the assumed investment rate) and, for plans involving life contingencies, the Annuitant’s adjusted age. We will calculate the amount of the first Annuity Payment on a basis that takes into account the length of time over which we expect Annuity Payments to continue. The first payment will be lower for an Annuitant who is younger when payments begin, and higher for an Annuitant who is older, if the Income Plan involves life contingencies. The first payment will be lower if the Income Plan includes a longer certain period. Variable Annuity Payments after the first will vary from month to month and will depend upon the number and value of Annuity Units credited to the Annuitant. Annuity Units represent the interest of the Income Plan in a Portfolio.

Assumed Investment Rate The payment rate tables for the Contracts are based upon an Assumed Investment Rate of 3 ½%. Payment rate tables based upon an Assumed Investment Rate of 5% are also available where permitted by state law. The Assumed Investment Rate affects both the amount of the first variable payment and the amount by which subsequent payments increase or decrease. The Assumed Investment Rate does not affect the actual value of the future payments as of the date when payments begin.

Over a period of time, if each Division achieved a net investment result exactly equal to the Assumed Investment Rate applicable to a particular Income Plan, the Annuity Unit for each Division would not change in value, and the amount of Annuity Payments would be level. However, if the Division achieved a net investment result greater than the Assumed Investment Rate, the amount of Annuity Payments would increase. Similarly, if the Division achieved a net investment result smaller than the Assumed Investment Rate, the amount of Annuity Payments would decrease. A higher Assumed Investment Rate will result in a larger initial payment but more slowly rising and more rapidly falling subsequent payments than a lower Assumed Investment Rate.

Account C Prospectus

Charges

We will make the following current charge deductions:

1. Deductions from Purchase Payments:

Front-Load Contract

We deduct a sales load from all Purchase Payments we receive. The sales load compensates us for the costs we incur in selling the Contracts. We base the charge on the cumulative amounts we have received and the rates in the table below:

Cumulative Purchase Payments Paid Under the Contract	Charge (as % of Purchase Payment)	Charge (as % of Amount Invested)
First $150,000	4.50%	4.50%
Next $350,000	3.00%	3.45%
Next $500,000	1.00%	2.23%
Balance over $1,000,000	0.50%	2.07%1

1This percentage assumes cumulative Purchase Payments paid under the Contract were $1,100,000.

Simplified-Load Contract

We charge an installation fee in the amount of $750 from the first purchase payment we receive. Alternatively, you may pay the fee separately when you submit the application for the Contract. The installation fee covers the non-recurring expenses of processing the application and issuing the Contract.

2. Annual Base Contract Charge. The Net Investment Factor (see “Net Investment Factor”) we use in determining the value of Accumulation and Annuity Units reflects a charge on each Valuation Date for mortality and expense risks we have assumed. For the front-load Contract the charge on an annual basis is 0.65% of the current value of the net assets of the Account. For the simplified-load Contract the charge on an annual basis is 1.25% of the net assets. We may increase this charge to a maximum of 1.00% for the front-load Contract and 1.50% for the simplified-load Contract. After the fifth Contract year we may amend the maximum.

The mortality risk is that Annuity Payments will continue for longer periods than anticipated because the Annuitants as a group live longer than expected. The expense risk is that the charges we make may be insufficient to cover the actual costs we incur in connection with the Contracts, including other costs such as those related to marketing and distribution. We assume these risks for the duration of the Contract. In case these costs exceed the amount of the charges we collect, the costs will be paid out of our general assets. If the amount of the charge is more than sufficient to cover the mortality and expense risk, any excess may be used for any Company purpose.

The Net Investment Factor also reflects the deduction of any reasonable expenses which may result if there were a substitution of other securities for shares of the Portfolios as described under “Substitution and Change,” and the deduction of any applicable taxes. Applicable taxes could include any tax liability we have paid or reserved for resulting from the maintenance or operation of a division of the Account. We do not presently anticipate that any charge will be made for federal income taxes (see “Federal Income Taxes”), nor do we anticipate that maintenance or operation of the Separate Account will give rise to any charge for state or local taxes. However, we reserve the right to charge the appropriate Contracts with their shares of any tax liability which may result under present or future tax laws from the maintenance or operation of the Separate Account or to deduct any such tax liability in the computation of the Net Investment Factor for such Contracts.

3. Administration Fee. We may terminate a Contract on 60 days’ written notice after it has been in force for one year if the total Contract value (including any amounts held on a fixed basis) is less than the minimum Contract value of $25,000. In lieu of terminating the Contract, we may charge an administration fee of $150 annually on the Contract anniversary.

4. Premium Taxes. The Contracts provide for the deduction of applicable premium taxes, if any, from Purchase Payments or from Contract benefits. Various jurisdictions levy premium taxes. Premium taxes generally range from 0% to 3.5% of total purchase payments. Many jurisdictions presently exempt from premium taxes annuities such as the Contracts. As a matter of current practice, we do not deduct premium taxes from Purchase Payments received under the Contracts or from Contract benefits. However, we reserve the right to deduct premium taxes in the future. The amount deducted, if any, may be more or less than the percentage charged by your state of residence.

5. Expenses for the Portfolios and Funds. The expenses borne by the Portfolios in which the assets of the Separate Account are invested are described in the attached mutual fund prospectuses.

Account C Prospectus

For certain Portfolios, certain expenses may have been reimbursed or fees may have been waived during 2024 in addition to any contractual fee waiver or reimbursements. It is anticipated that any such voluntary expense reimbursement and fee waiver arrangements will 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 0.19% to a maximum of 2.68%.

Federal Income Taxes

We offer the Contracts only for use under tax-qualified plans meeting the requirements of Sections 401 and 403(a) of the Code. However, in the event Contracts should be issued pursuant to HR-10 Plans, trusts or custodial accounts which at the time of issuance are not qualified under the Code, some or all of the tax benefits described herein may be lost.

Contribution Limits

Any employer, including a self-employed person, can establish a plan under Section 401(a) or 403(a) for participating employees. As a general rule, annual contributions to a defined contribution plan made by the employer and the employee cannot exceed the lesser of $70,000 ($77,500 including catch-up contributions) or 100% of compensation or earned income up to $350,000 (dollar amounts as indexed for 2025). The employer’s deduction for contributions is limited to 25% of eligible payroll.

Salary reduction contributions made under a cash or deferred arrangement (401(k) plan) are limited to $23,500 in 2025, indexed thereafter. This annual dollar limit applies to the aggregate of all “elective deferrals” to a Roth 401(k) plan and all tax-favored plans of the employee. Employees who are age 50 or over may also make a catch-up contribution of $7,500 for 2025, indexed thereafter. Effective 2025, SECURE Act 2.0 enhanced the catch-up contribution limits for those employees aged 60-63 for 2025 to $11,250 instead of $7,500. In addition, certain declared federal disaster relief or military service provisions may supplement this information.

Qualified plans are subject to minimum coverage, nondiscrimination and spousal consent requirements. In addition, “top heavy” rules apply if more than 60% of the present value of the cumulative accrued benefits or the aggregate of the account balances are allocated to certain highly compensated employees. Violations of the contribution limits or other requirements may disqualify the plan and/or subject the employer to taxes and penalties.

Taxation of Contract Benefits

No tax is payable as a result of any increase in the value of a Contract until benefits from the Contract are received. Benefits received as Annuity Payments will be taxable as ordinary income when received in accordance with Section 72 of the Code. As a general rule, where an employee makes nondeductible contributions to the Plan, the payee may exclude from income that portion of each Annuity Payment which represents the ratio of the employee’s “investment in the contract” to the employee’s “expected return” as defined in Section 72, until the entire “investment in the contract” is recovered.

Benefits paid in a form other than Annuity Payments will be taxed as ordinary income when received except for that portion of the payment, if any, which represents a pro rata return of the employee’s “investment in the contract.” Benefits received as a “lump sum distribution” by individuals born before January 1, 1936 may be eligible for a separate tax averaging calculation. With certain limited exceptions, all benefits are subject to the tax-free rollover provisions of the Code. A 10% penalty tax may be imposed on the taxable portion of premature payments of benefits (prior to age 59½ or disability) unless payments are made after the employee separates from service and payments are paid in substantially equal installments over the life or life expectancy of the employee, or are paid on account of early retirement after age 55, or unless payments are made for medical expenses in excess of 7.5% of the employee’s Adjusted Gross Income.

A loan from the Plan to an employee may be taxable as ordinary income depending on the amount and terms of the loan. Eligible rollover distributions from a section 401(a) or 403(b) plan will be subject to mandatory 20% federal income tax withholding unless the payments are rolled over directly to an “eligible retirement plan” that accepts rollovers. An “eligible retirement plan” includes a tax-qualified plan, an IRA, a tax-deferred annuity, or a governmental Section 457 plan. Exceptions apply if benefits are paid in substantially equal installments over the life or life expectancy of the employee (or of the employee and the employee’s beneficiary) or over a period of 10 years or more, are “required minimum distributions,” or are due to hardship. Other exceptions may apply. Special rules apply to distributions that include contributions made on an after-tax basis, such as Roth and after-tax contributions.

Account C Prospectus

Required Minimum Distributions Qualified Contracts are subject to required minimum distribution (RMD) rules that govern the timing and amount of distributions. There is a 25% excise tax on any shortfall to taking the full RMD for a year, which is reduced to 10% if the shortfall is corrected within two years.

For IRAs, RMDs must begin by an individual’s “applicable age.” For most other Qualified Contracts, distributions generally must begin by the later of the individual’s applicable age or retirement. For individuals who reached age 70 ½ before January 1, 2020, the applicable age is 70 1/2. For individuals who reach age 72 before January 1, 2023, the applicable age is 72. For individuals who reach age 72 after January 31, 2022 and reach age 73 before 2033, the applicable age is 73. If an individual reaches age 74 after 2032, the applicable age is 75. For Roth IRAs or accounts, no RMDs are required during the individual’s lifetime.

RMDs rules also apply after death. Under recent changes to the law, most beneficiaries must take distributions within ten years. Certain “eligible designated beneficiaries” are permitted to take distributions over life or life expectancy. Eligible designated beneficiaries include spouses, disabled and chronically ill individuals, individuals who are ten or less years younger than the deceased individual, and children who have not reached the age of majority. There are additional rules for situations where there is no designated beneficiaries or the beneficiary is a trust.

The details of the RMD rules are extremely complex. Consult a tax adviser for additional information.

Withholding Distributions are generally subject to withholding for the Owner's federal income tax liability. The withholding rate varies according to the type of distribution and the Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld from distributions.

Definition of Spouse under Federal Law The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a tax adviser for more information on this subject.

Annuity Purchases by Residents of Puerto Rico The Internal Revenue Service has announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States Federal income tax.

Taxation of Northwestern Mutual

We may charge the appropriate Contracts with their shares of any tax liability which may result from the maintenance or operation of the Divisions of the Separate Account. We are currently making no charge. (See “Deductions.”)

Contracts Issued Prior to January 6, 1992

Contracts Issued Beginning May 1, 1984 and Prior to January 6, 1992 For Contracts issued beginning May 1, 1984 and prior to January 6, 1992, there is no surrender charge, but Purchase Payments paid under the Contract are subject to a deduction of 4.0% on the first $25,000 of Purchase Payments, 2.0% on the next $75,000, 1.0% on the next $100,000, 0.4% on the next $100,000, 0.2% on the next $200,000, and 0.1% on amounts in excess of $500,000, based on total cumulative Purchase Payments paid under the Contract. The charge for mortality rate and expense risks may not exceed 0.25% of the Separate Account assets held for these Contracts (unless the Contracts are amended after the fifth Contract year), and we currently are making no charge for these risks. These Contracts contain no provisions for accumulation of funds on a fixed basis. (See “Appendix A—Accumulation Unit Values.”) The annual contract fee is based on the contract cash value as follows: 0.5% on the first $100,000 of cash value, 0.4% on the next $100,000, 0.3% on the next $100,000, 0.2% on the next $200,000 and 0.1% on the balance above $500,000. The Company has the right to amend the Contract with regard to deductions, charges, fees, and rate guarantees effective 30 days after written notice is provided to the Owner. In compliance with section 408(b)(5) of ERISA, the Purchase Payment deduction and annual contract fee are waived for Contracts issued to plans sponsored by the Company.

Contracts Issued Beginning December 17, 1981 and Prior to May 1, 1984 For Contracts issued beginning December 17, 1981 and prior to May 1, 1984, the surrender charge is currently being waived, but Purchase Payments paid under the Contract are subject to a deduction of 3% on the first $25,000 of Purchase Payments, 2% on the next $75,000, and 1% on amounts in excess of $100,000, based on total cumulative Purchase Payments paid under the Contract. The charge for mortality and expense risks for these Contracts is 0.50%. The annual Contract fee is the lesser of $30 or 1% of the Contract Value. We currently waive the Contract fee if the Contract Value is $25,000 or more. The Company has the right to amend the Contract with regard to deductions, charges, fees, and rate guarantees effective 30 days after written notice is provided to the Owner.

Account C Prospectus

Contracts Issued Prior to December 17, 1981 For Contracts issued prior to December 17, 1981 there is no surrender charge, but Purchase Payments are subject to a deduction for sales expenses. The deduction is 8% on the first $5,000 received during a single Contract year as defined in the Contract, 4% on the next $20,000, 2% on the next $75,000 and 1% on the excess over $100,000. There is no charge assessed at present for mortality and expense risks for these Contracts. There is no annual Contract fee. The Company has the right to amend the Contract with regard to deductions, charges, fees, and rate guarantees effective 30 days after written notice is provided to the Owner. In compliance with section 408(b)(5) of ERISA, the Purchase Payment deduction is waived for Contracts issued to plans sponsored by the Company.

Contract Owner Services

Substitution of Portfolio Shares and Other Changes When permitted by law and subject to any required regulatory approvals, we reserve the right to eliminate a Portfolio and to substitute another Portfolio or mutual fund for such Portfolio (or substitute a class of shares of an existing Portfolio for a different class of the same Portfolio) if the shares of the Portfolio are no longer available for investment or, in our judgment, further investment in the shares of the Portfolio is no longer appropriate. In the event we take any action to substitute another Portfolio in the future, we may make an appropriate endorsement of your Contract and take other necessary actions.

Free Look Depending upon applicable state law and the terms of the applicable employee benefit plan, you may have the right to return the Contract within the next ten days after you receive it (or whatever period is required under applicable state law), and receive your money back. There is no charge for our expenses but the amount you receive may be more or less than what you paid, based on actual investment experience following the date we received your purchase payment. In the event the state in which you live requires us to return the full amount of your purchase payment, we will do so.

Amendments and Termination After the fifth Contract year, we may amend the Contract with respect to (1) the sales load; (2) the maximum annual Annuity rate and expense guarantee charge; (3) the administration fee; (4) the transfer fee; (5) the minimum amounts for purchase payment(s) and for the Contract value; or (6) the payment rate tables which are included in the Contract. An amendment will not become effective until after we have given you at least 30 days’ written notice. An Amendment to the payment rate tables will not apply to an Income Plan that starts before the amendment becomes effective. We reserve the right to terminate a Contract if representations you have made to us are or become incorrect. You may terminate a Contract in whole or in part at any time and we will pay you the value of the Accumulation Units.

Additional Information

The Distributor We sell the Contracts 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 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 www.SIPC.org. NMIS is the principal underwriter of the Contracts, and has entered into a Distribution Agreement with us.

Under the Distribution Agreement, the Company receives all sales loads and withdrawal charges, and pays NMIS an annual fee based upon NMIS’ actual expenses for the services NMIS performs under the Distribution Agreement, including all compensation payable to its registered representatives. Commissions paid to the agents on sales of the Contracts are calculated partly as a percentage of purchase payments and partly as a percentage of Contract values for each Contract year.

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. However, there are situations where the variable annuity contract will pay greater compensation than investments over certain time periods, which may offer an incentive to your registered representative to recommend a variable annuity contract instead of investments.

Account C Prospectus

Because registered representatives of the Distributor are also our appointed agents, they may be eligible for various cash benefits, such as additional bonuses, insurance benefits, retirement benefits, and non-cash compensation programs that we offer, such as conferences, achievement recognition, prizes, and awards. In addition, Distributor’s registered representatives 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 Contracts help registered representatives and/or their managers qualify for such compensation and benefits.

Certain of the Distributor’s registered representatives may receive other payments from us for the recruitment, development, training, 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 sales expenses through fees and charges deducted under the Contract.The Distributor's registered representatives receive ongoing servicing compensation related to the Contracts but may be ineligible to receive ongoing servicing compensation paid by issuers of other investment products for certain smaller accounts.

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 the Owners of Accumulation Units or payees receiving payments under variable Income Plans. 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 Account corresponding to the Accumulation Units credited to the Contract, or the number of shares of the Portfolio held in the Account representing the actuarial liability under the variable income plans, as the case may be) will be made available to each Owner or payee. The number of shares will increase from year to year as additional purchase payments are made by the Contract Owner; after a variable income plan is in effect, the number of shares will decrease from year to year as the remaining actuarial liability declines. We will vote shares for which no instructions have been received, as well as shares of the fund that the insurer itself owns, in the same proportion as the shares for which instructions have been received from Contract Owners and payees. Because of this proportional voting requirement, it is possible that a small number of Contract Owners and payees could determine 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 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 Contract Owners.

A vote of Contract Owners, or of those who have an interest in one or more of the divisions of the Separate Account, may be required. Approval by the SEC or another regulatory authority may be required. In the event that we take any of these actions, we may make an appropriate endorsement of your Contract and take other actions to carry out what we have done.

Dividends This Contract is eligible to share in the divisible surplus, if any, of the Company, except while payments are being made under an Income Plan. Each year we determine, in our sole discretion, the amount and appropriate allocation of divisible surplus. Divisible surplus credited to your Contract is referred to as a “dividend.” On Group Combination Annuity Contracts, dividends have arisen principally as a result of more favorable expense experience than that assumed in determining mortality rate and expense guarantee charges. However, 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 a divisible surplus. Even if there is a divisible surplus, the payment of a dividend on this Contract is not guaranteed.

Any dividends allocated to your Contract will be credited on the Contract anniversary and, under the Company’s current approach, will be based on the average variable Contract value, which is defined as the value of the Accumulation units on the last Contract anniversary adjusted to reflect any transactions since that date which increased or decreased the Contract’s interest in the Separate Account. Under the terms of the Contract, dividends, if any, will be applied as a net purchase payment allocated to the Government Money Market Division. For the coming year, all NN Series front-load and simplified-load Contracts with an average variable Contract value of $250,000 or more will receive a dividend of 0.30% of the average variable Contract value. For the simplified-load Contracts, this factor increases to 0.80% on the portion of the average variable Contract value in excess of $500,000.

Speculative Investing Do not purchase this contract if you plan to use it, or any of its riders, for any type of speculative collective investment scheme (including, for example, arbitrage). Your Contract 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.

Account C Prospectus

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 it 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 call 888-455-2232 to make such changes.

Legal Proceedings Northwestern Mutual, like other life insurance companies, generally is 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 Contract, on the Separate Account, or on NMIS and its ability to perform its duties as underwriter for the Separate Account.

The more investments and annuity products your registered representative sells in a year, the higher percent of commissions or fees your registered representative receives from NMIS for investment products such as mutual funds and the Northwestern Mutual Wealth Management Company (“NMWMC”) investment advisory accounts. The different production levels and increasing percentages tied to those production levels are known as a “grid.”

Deferment of Benefit Payments We reserve the right to defer determination and payment of the Surrender Value of the Accumulation Units, the Withdrawal Value under a variable Income Plan, or the payment of benefits under a variable Income Plan, until after the end of any period during which the right to redeem shares of a Portfolio is suspended, or payment of the redemption value is postponed pursuant to the provisions of the 1940 Act because of one or more of the following: (a) the NYSE is closed, except for routine closings on holidays or weekends; (b) the SEC has determined that trading on the NYSE is restricted; (c) the SEC permits suspension or postponement and so orders; (d) an emergency exists, as defined by the SEC, so that valuation of the assets of the Funds or disposal of securities they hold is not reasonably practical; or (e) such suspension or postponement is otherwise permitted by the 1940 Act.

Account C Prospectus

Appendix A—Portfolios Available under Your Contract

The following is a list of Portfolios available under the Contract. 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) 910-1232 or by sending an email request to vavldocrequest@northwesternmutual.com. In addition to the Portfolios listed below, the Contract also offers fixed options (see “Other Benefits Available Under the Contract - Fixed Options” above), subject to restrictions, which can earn interest for specified periods at declared rates.

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 Contract 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	Adviser/ Sub-adviser (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2024)
Investment Objective	Portfolio	Adviser/ Sub-adviser (if applicable)	Current Expenses	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	0.42%1	37.82%	14.77%	13.44%
Long-term growth of capital	Focused Appreciation Portfolio2	MSA/Loomis, Sayles & Company, L.P.	0.61%1	34.43%	18.22%	16.94%
Long-term growth of capital and income	Large Cap Core Stock Portfolio2	MSA/Wellington Management Company LLP	0.43%1	22.16%	13.86%	11.88%
Long-term growth of capital and income	Large Cap Blend Portfolio2	MSA/J.P. Morgan Investment Management, Inc.	0.72%1	23.86%	10.92%	10.22%
Investment results that approximate the performance of the Standard & Poor’s 500® Composite Stock Price Index	Index 500 Stock Portfolio2	MSA/BlackRock Advisors, LLC	0.19%1	24.75%	14.30%	12.86%
Long-term growth of capital; income is a secondary objective	Large Company Value Portfolio2	MSA/American Century Investment Management, Inc.	0.75%1	10.69%	7.46%	7.58%
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	7.07%	5.90%	7.40%
Long-term growth of capital and income	Equity Income Portfolio2	MSA/T. Rowe Price Associates, Inc	0.57%1	11.88%	8.60%	8.40%
Long-term growth of capital	Mid Cap Growth Stock Portfolio2	MSA/J.P. Morgan Investment Management, Inc.	0.54%1	8.21%	5.55%	7.03%
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.	0.24%1	13.63%	10.07%	9.41%
Long-term growth of capital; current income is a secondary objective	Mid Cap Value Portfolio2	MSA/American Century Investment Management, Inc.	0.72%1	8.65%	7.42%	8.15%
Long-term growth of capital	Small Cap Growth Stock Portfolio2	MSA/Wellington Management Company LLP	0.56%	13.18%	5.89%	8.12%
Investment results that approximate the performance of the Standard & Poor’s SmallCap 600® Index	Index 600 Stock Portfolio2	MSA/Northern Trust Investments, Inc.	0.27%	8.43%	8.01%	8.61%

Account C Prospectus

Investment Objective	Portfolio	Adviser/ Sub-adviser (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2024)
Investment Objective	Portfolio	Adviser/ Sub-adviser (if applicable)	Current Expenses	1 Year	5 Year	10 Year
Long-term growth of capital	Small Cap Value Portfolio2	MSA/T. Rowe Price Investment Management, Inc.	0.87%1	10.36%	6.59%	7.77%
Long-term growth of capital	International Growth Portfolio2	MSA/FIAM LLC	0.61%1	5.30%	5.96%	7.03%
Capital appreciation	Research International Core Portfolio2	MSA/Massachusetts Financial Services Company	0.72%1	3.25%	4.20%	5.48%
Long-term growth of capital and income	International Equity Portfolio2	MSA/Dodge & Cox	0.68%	3.94%	2.81%	3.02%
Capital appreciation	Emerging Markets Equity Portfolio2	MSA/abrdn Investments Limited	0.89%1	4.02%	0.12%	2.50%
Maximum current income to the extent consistent with liquidity and stability of capital3	Government Money Market Portfolio2	MSA/BlackRock Advisors, LLC	0.33%1	4.99%	2.28%	1.56%
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.	0.40%	5.04%	1.92%	1.90%
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	1.76%	0.09%	1.57%
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	2.68%1	-5.78%	-5.29%	-0.93%
Pursue total return using a strategy that seeks to protect against U.S. inflation	Inflation Managed Portfolio2(“Inflation Protection Portfolio” until 9/30/2025)	MSA/American Century Investment Management, Inc.	0.45%1	1.96%	1.50%	1.95%
High current income and capital appreciation	High Yield Bond Portfolio2	MSA/Federated Investment Management Company	0.46%	6.38%	3.71%	4.95%
Maximum total return, consistent with prudent investment management	Multi-Sector Bond Portfolio2	MSA/Pacific Investment Management Company LLC	0.75%1	6.42%	0.93%	3.33%
Realize as high a level of total return as is consistent with reasonable investment risk through appreciation and income	Active/Passive Balanced Portfolio2 (“Balanced Portfolio” until 6/30/ 2025)	MSA	0.47%1	7.43%	4.76%	5.53%
Realize as high a level of total return as is consistent with moderate investment risk through appreciation and secondarily through income	Active/Passive Moderate Portfolio2(“Asset Allocation Portfolio” until 6/30/2025)	MSA	0.53%1	9.72%	6.17%	6.72%
Long-term growth of capital	Fidelity® VIP Mid Cap Portfolio – Initial Class4	Fidelity Management & Research Company LLC (FMR)5	0.57%	17.49%	11.34%	9.21%
Long-term capital appreciation	Fidelity® VIP ContrafundSM Portfolio – Initial Class4	FMR/FMR Co., Inc.5	0.56%	33.79%	17.04%	13.62%

Account C Prospectus

Investment Objective	Portfolio	Adviser/ Sub-adviser (if applicable)	Current Expenses	Average Annual Total Returns (as of 12/31/2024)
Investment Objective	Portfolio	Adviser/ Sub-adviser (if applicable)	Current Expenses	1 Year	5 Year	10 Year
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	0.89%	25.84%	13.97%	11.44%
Long-term growth of capital	U.S. Strategic Equity Fund7	Russell Investment Management LLC (RIM)8	0.90%1	20.50%	12.42%	11.07%
Long-term growth of capital	U.S. Small Cap Equity Fund7	RIM8	1.14%1	8.53%	8.00%	7.31%
Current income and long- term growth of capital	Global Real Estate Securities Fund7	RIM8	0.91%	1.42%	-0.20%	2.75%
Long-term growth of capital	International Developed Markets Fund7	RIM8	1.03%1	2.78%	4.23%	4.70%
Provide total return	Strategic Bond Fund7	RIM8	0.65%1	0.83%	-0.87%	1.04%
Current income and moderate long-term capital appreciation	LifePoints® Variable Target Portfolio Series Moderate Strategy Fund7	RIM8	0.85%1	6.48%	2.86%	3.67%
Above-average long-term capital appreciation and a moderate level of current income	LifePoints® Variable Target Portfolio Series Balanced Strategy Fund7	RIM8	0.90%1	9.48%	5.00%	5.15%
High long-term capital appreciation; and as a secondary objective, current income	LifePoints® Variable Target Portfolio Series Aggressive Strategy Fund7	RIM8	0.97%1	11.94%	7.10%	6.50%
High long-term capital appreciation	LifePoints® Variable Target Portfolio Series Equity Aggressive Strategy Fund7	RIM8	1.00%1	13.09%	7.58%	6.97%
Total return	Commodity Return Strategy Portfolio – Class 29	UBS Asset Management (Americas) LLC10	0.80%1	5.12%	N/A	N/A

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.

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

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.

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.

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.

A series of Neuberger Berman Advisers Management Trust.

A series of Russell Investment Funds.

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.

A series of Credit Suisse Trust.

Effective May 1, 2024, Credit Suisse Asset Management, LLC merged into UBS Asset Management (Americas) LLC (“UBS AM (Americas)”) with UBS AM (Americas) as the surviving entity, and UBS AM (Americas) became the investment manager to the Portfolio.

Account C Prospectus

GENERAL INFORMATION

The Account was originally named NML Separate Account C but was renamed NML Variable Annuity Account C on November 23, 1983. The Account is used for the Contracts and for other variable annuity contracts issued by the Company.

DISTRIBUTION OF THE CONTRACTS

Although the Contract is no longer offered for sale to retirement plans of self-employed persons, subsequent Purchase Payments may continue to be made under in-force Contracts, either directly to the Company or 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 Contracts for purposes of the federal securities laws. We paid the following amounts to NMIS with respect to sales of the Contracts, including commissions on sales of variable annuity contracts to corporate pension plans, during each of the last three 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
2024	$16,482
2023	$13,163
2021	$15,938

NMIS also provides certain services related to the administration of certain income plans under the Policies. In exchange for these services, NMIS receives compensation to cover the actual costs incurred by NMIS in performing these services under an administrative services contract with us.

DETERMINATION OF ANNUITY PAYMENTS

The following discussion of the method for determining the amount of monthly annuity payments under a variable income plan is intended to be read in conjunction with these sections of the prospectus for the Contracts: “Variable Income Plans,” including “Description of Variable Income Plans,” “Amount of Annuity Payments,” and “Assumed Investment Rate”; “Dividends”; “Net Investment Factor”; and “Deductions.”

Amount of Annuity Payments The amount of the first annuity payment will be determined on the basis of the particular Income Plan selected, the annuity payment rate and, for plans involving life contingencies, the Annuitant's adjusted age. The amount of the first payment is the sum of the payments from each Division. The payments from each Division are determined by multiplying the applicable monthly variable annuity payment rate by the benefits allocated to the Division under the variable Income Plan. (See “Illustrations of Variable Annuity Payments”.) Payment rate tables are set forth in the Contracts. Annuity payment rates currently in use by Northwestern Mutual are based on the 1983 Table A Mortality Table with Projection Scale G and an age adjustment.

Variable annuity payments after the first will vary from month to month and will depend upon the number and value of Annuity Units credited to the Annuitant.

The number of Annuity Units in each Division is determined by dividing the amount of the first annuity payment from the Division by the value of an Annuity Unit on the effective date of the Income Plan. The number of Annuity Units thus credited to the Annuitant in each Division remains constant throughout the annuity period. However, the value of Annuity Units in each Division will fluctuate with the investment experience of the Division.

The amount of each variable annuity payment after the first is the sum of payments from each Division. The payments from each Division are determined by multiplying the number of Annuity Units credited to the Annuitant in the Division by the value of an Annuity Unit for the Division on (a) the fifth valuation date prior to the payment due date if the payment due date is a valuation date, or (b) the sixth valuation date prior to the payment due date if the payment due date is not a valuation date. To illustrate, if a payment due date falls on a Friday, Saturday or Sunday, the amount of the payment will normally be based upon the Annuity Unit value calculated on the preceding Friday. The preceding Friday would be the fifth valuation date prior to the Friday due date, and the sixth valuation date prior to the Saturday or Sunday due dates.

B-3

Annuity Unit Value The value of an Annuity Unit for each Division was arbitrarily established as of the date on which the operations of the Division began. The value of an Annuity Unit on any later date varies to reflect the investment experience of the Division, the Assumed Investment Rate on which the annuity rate tables are based, and the annuity rate and expense guarantee charge.

The Annuity Unit value for each Division on any valuation date is determined by multiplying the Annuity Unit value on the immediately preceding valuation date by two factors: (a) the net investment factor for the current period for the Division; and (b) an adjustment factor to reflect the Assumed Investment Rate used in calculating the mortality rate tables.

If the right to redeem shares of a Portfolio or Fund has been suspended, or payment of redemption value has been postponed, for the sole purpose of computing annuity payments the shares held in the Account (and Annuity Units) may be valued at fair value as determined in good faith by the Board of Trustees of Northwestern Mutual.

Illustrations of Variable Annuity Payments To illustrate the manner in which variable annuity payments are determined consider this example. Item (2) in the example shows the applicable monthly payment rate for an annuitant, adjusted age 65, who has elected a life annuity Income Plan with a certain period of 10 years with an Assumed Investment Rate of 3 1/2% (Plan 2, as described in the prospectus).

(1)	Value of Annuitant's retirement benefit allocated to Balanced	$50,000
(2)	Assumed applicable monthly payment rate per $1,000 from annuity rate table	$5.00
(3)	Amount of first payment from Balanced Division (1) x (2) divided by $1,000.	$250.00
(4)	Assumed Value of Annuity Unit in Balanced Division on effective date of income plan.	$1.500000
(5)	Number of Annuity Units credited in Balanced Division, (3) divided by (4)	166.67

The $50,000 value on the effective date of the income plan provides a first payment from the Balanced Division of $250.00, and payments thereafter of the varying dollar value of 166.67 Annuity Units. The amount of subsequent payments from the Balanced Division is determined by multiplying 166.67 units by the value of an Annuity Unit in the Balanced Division on the applicable valuation date. For example, if that unit value is $1.501000, the monthly payment from the Division will be 166.67 multiplied by $1.501000, or $250.17.

However, the value of the Annuity Unit depends entirely on the investment performance of the Division. Thus in the example above, if the net investment rate for the following month (see “Net Investment Factor”) was less than the Assumed Investment Rate of 3 1/2%, the Annuity Unit would decline in value. If the Annuity Unit value declined to $1.499000 the succeeding monthly payment would then be 166.67 X $1.499000, or $249.84.

For the sake of simplicity the foregoing example assumes that all of the Annuity Units are in the Balanced Division. If there are Annuity Units in two or more Divisions, the annuity payment from each Division is calculated separately, in the manner illustrated, and the total monthly payment is the sum of the payments from the Divisions.

TRANSFERABILITY RESTRICTIONS

Ownership of a Contract may be transferred subject to the terms of the Plan or Trust. The transferee, or its fiduciary representative, must acknowledge in writing that the new Owner is a tax-qualified pension or profit-sharing plan. Written proof of transfer satisfactory to Northwestern Mutual must be received at the Home Office of Northwestern Mutual. The transfer will take effect on the date the proof of the transfer is signed. Ownership of a Contract may not be assigned without the consent of Northwestern Mutual. Northwestern Mutual will not be responsible for the validity or effect of the assignment or for any payment or other action taken by Northwestern Mutual before Northwestern Mutual consents to the assignment.

EXPERTS

The statutory financial statements of The Northwestern Mutual Life Insurance Company as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024, and the financial statements of NML Variable Annuity Account C as of December 31, 2024 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-4

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of The Northwestern Mutual Life Insurance Company and the Contract Owners of NML Variable Annuity Account C

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the divisions of NML Variable Annuity Account C indicated in the table below as of December 31, 2024, 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 NML Variable Annuity Account C as of December 31, 2024, 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, 2024 and statement of changes in net assets for the years ended December 31, 2024 and 2023

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 NML Variable Annuity Account C 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 NML Variable Annuity Account C in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Statements of Assets and Liabilities

Northwestern Mutual Variable Annuity Account C

December 31, 2024 (in thousands, except accumulation unit values)


	Growth Stock Division		Focused Appreciation Division		Large Cap Core Stock Division		Large Cap Blend Division		Index 500 Stock Division
Assets:
Investments, at fair value
Northwestern Mutual Series Fund, Inc.	$	1,349	$	4,817	$	890	$	842	$	17,084
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		1,349		4,817		890		842		17,084

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		1
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		1

Total Net Assets	$	1,349	$	4,817	$	890	$	842	$	17,083


Net Assets:
Accumulation Units	$	1,349	$	4,817	$	890	$	842	$	16,013
Annuity Reserves		-		-		-		-		1,070

Total Net Assets	$	1,349	$	4,817	$	890	$	842	$	17,083


Investments, at cost	$	974	$	3,626	$	784	$	850	$	11,506
Mutual Fund Shares Held		320		1,019		466		751		1,789
Units Outstanding		176		332		177		254		2,396
Accumulation Unit Value
Lowest	$	5.245235	$	12.131021	$	4.294491	$	2.861147	$	5.689024
Highest	$	192.362205	$	159.010652	$	125.213871	$	35.681932	$	347.412989


	Large Company Value Division		Domestic Equity Division		Equity Income Division		Mid Cap Growth Stock Division		Index 400 Stock Division
Assets:
Investments, at fair value
Northwestern Mutual Series Fund, Inc.	$	703	$	2,798	$	2,321	$	810	$	4,298
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		703		2,798		2,321		810		4,298

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	703	$	2,798	$	2,321	$	810	$	4,298


Net Assets:
Accumulation Units	$	693	$	2,764	$	2,321	$	810	$	3,753
Annuity Reserves		10		34		-		-		545

Total Net Assets	$	703	$	2,798	$	2,321	$	810	$	4,298


Investments, at cost	$	762	$	2,977	$	2,165	$	813	$	3,791
Mutual Fund Shares Held		839		1,824		1,328		241		1,831
Units Outstanding		256		640		414		190		474
Accumulation Unit Value
Lowest	$	2.307457	$	3.499173	$	4.663975	$	2.809906	$	7.773247
Highest	$	28.778577	$	46.883092	$	61.137682	$	202.486497	$	107.123025

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

F-1

Statements of Assets and Liabilities

Northwestern Mutual Variable Annuity Account C

December 31, 2024 (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
Northwestern Mutual Series Fund, Inc.	$	1,648	$	1,375	$	3,420	$	1,250	$	2,683
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		12		-		-
Total Assets		1,648		1,375		3,432		1,250		2,683

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	1,648	$	1,375	$	3,432	$	1,250	$	2,683


Net Assets:
Accumulation Units	$	1,643	$	1,367	$	2,929	$	1,243	$	2,553
Annuity Reserves		5		8		503		7		130

Total Net Assets	$	1,648	$	1,375	$	3,432	$	1,250	$	2,683


Investments, at cost	$	1,714	$	1,314	$	3,183	$	1,220	$	2,561
Mutual Fund Shares Held		1,078		544		2,140		619		1,385
Units Outstanding		256		317		779		187		727
Accumulation Unit Value
Lowest	$	5.376967	$	4.233352	$	3.228993	$	5.380595	$	2.884514
Highest	$	70.483078	$	103.862828	$	40.271432	$	72.091245	$	38.648665

	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.	$	2,241	$	4,207	$	3,619	$	869	$	1,354
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		2,241		4,207		3,619		869		1,354

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	2,241	$	4,207	$	3,619	$	869	$	1,354


Net Assets:
Accumulation Units	$	2,199	$	4,058	$	3,470	$	863	$	1,352
Annuity Reserves		42		149		149		6		2

Total Net Assets	$	2,241	$	4,207	$	3,619	$	869	$	1,354


Investments, at cost	$	2,195	$	4,159	$	3,972	$	869	$	1,358
Mutual Fund Shares Held		2,075		2,639		3,778		869		1,306
Units Outstanding		1,344		1,630		2,866		553		1,005
Accumulation Unit Value
Lowest	$	1.396245	$	2.416279	$	1.037988	$	1.423211	$	1.180203
Highest	$	17.414904	$	6.666887	$	12.946145	$	48.515467	$	14.717839

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

F-2

Statements of Assets and Liabilities

Northwestern Mutual Variable Annuity Account C

December 31, 2024 (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
Northwestern Mutual Series Fund, Inc.	$	6,411	$	408	$	1,220	$	2,272	$	4,454
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		6,411		408		1,220		2,272		4,454

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	6,411	$	408	$	1,220	$	2,272	$	4,454


Net Assets:
Accumulation Units	$	6,277	$	408	$	1,217	$	2,259	$	4,423
Annuity Reserves		134		-		3		13		31

Total Net Assets	$	6,411	$	408	$	1,220	$	2,272	$	4,454


Investments, at cost	$	7,195	$	504	$	1,330	$	2,381	$	4,714
Mutual Fund Shares Held		5,931		682		1,191		3,401		4,522
Units Outstanding		2,528		249		787		555		2,125
Accumulation Unit Value
Lowest	$	2.475586	$	1.401010	$	1.351406	$	4.057769	$	1.775572
Highest	$	247.096448	$	17.472664	$	16.853807	$	71.289348	$	22.143446

	Balanced Division		Asset Allocation Division		Fidelity VIP Mid Cap Division		Fidelity VIP Contrafund Division		AMT Sustainable Equity Division
Assets:
Investments, at fair value
Northwestern Mutual Series Fund, Inc.	$	4,422	$	396	$	-	$	-	$	-
Fidelity Variable Insurance Products Fund		-		-		2,618		5,173		-
Neuberger Berman Advisers Management Trust		-		-		-		-		1,256
Russell Investment Funds		-		-		-		-		-
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		4,422		396		2,618		5,173		1,256

Liabilities:
Due to Northwestern Mutual Life Insurance Company		7		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		7		-		-		-		-

Total Net Assets	$	4,415	$	396	$	2,618	$	5,173	$	1,256


Net Assets:
Accumulation Units	$	4,197	$	391	$	2,618	$	5,094	$	1,252
Annuity Reserves		218		5		-		79		4

Total Net Assets	$	4,415	$	396	$	2,618	$	5,173	$	1,256


Investments, at cost	$	4,629	$	416	$	2,460	$	3,914	$	937
Mutual Fund Shares Held		3,335		353		70		89		31
Units Outstanding		990		109		280		923		279
Accumulation Unit Value
Lowest	$	2.975002	$	2.929411	$	7.782032	$	4.751604	$	3.855796
Highest	$	311.423909	$	39.248830	$	102.011340	$	59.258452	$	48.086216

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

F-3

Statements of Assets and Liabilities

Northwestern Mutual Variable Annuity Account C

December 31, 2024 (in thousands, except accumulation unit values)


	U.S. Strategic Equity Division		U.S. Small Cap Equity Division		International Developed Markets Division		Strategic Bond Division		Global Real Estate Securities Division
Assets:
Investments, at fair value
Northwestern Mutual Series Fund, Inc.	$	-	$	-	$	-	$	-	$	-
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		516		262		604		2,101		2,692
Credit Suisse Trust		-		-		-		-		-
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		516		262		604		2,101		2,692

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	516	$	262	$	604	$	2,101	$	2,692


Net Assets:
Accumulation Units	$	516	$	262	$	604	$	2,098	$	2,574
Annuity Reserves		-		-		-		3		118

Total Net Assets	$	516	$	262	$	604	$	2,101	$	2,692


Investments, at cost	$	417	$	276	$	593	$	2,439	$	2,826
Mutual Fund Shares Held		24		19		51		248		203
Units Outstanding		112		61		279		911		509
Accumulation Unit Value
Lowest	$	3.745253	$	3.986158	$	2.043426	$	1.872752	$	4.249128
Highest	$	51.614127	$	54.934915	$	28.161237	$	25.807502	$	58.560099

	LifePoints Moderate Strategy Division		LifePoints Balanced Strategy Division		LifePoints Growth Strategy Division		LifePoints Equity Growth Strategy Division		Credit Suisse Trust Commodity Return Strategy Division
Assets:
Investments, at fair value
Northwestern Mutual Series Fund, Inc.	$	-	$	-	$	-	$	-	$	-
Fidelity Variable Insurance Products Fund		-		-		-		-		-
Neuberger Berman Advisers Management Trust		-		-		-		-		-
Russell Investment Funds		920		1,756		1,519		658		-
Credit Suisse Trust		-		-		-		-		1,656
Due from Northwestern Mutual Life Insurance Company		-		-		-		-		-
Total Assets		920		1,756		1,519		658		1,656

Liabilities:
Due to Northwestern Mutual Life Insurance Company		-		-		-		-		-
Due to Participants		-		-		-		-		-
Total Liabilities		-		-		-		-		-

Total Net Assets	$	920	$	1,756	$	1,519	$	658	$	1,656


Net Assets:
Accumulation Units	$	920	$	1,756	$	1,519	$	658	$	1,644
Annuity Reserves		-		-		-		-		12

Total Net Assets	$	920	$	1,756	$	1,519	$	658	$	1,656


Investments, at cost	$	942	$	1,724	$	1,431	$	591	$	1,915
Mutual Fund Shares Held		96		179		147		66		92
Units Outstanding		513		879		714		344		260
Accumulation Unit Value
Lowest	$	1.635588	$	1.837679	$	1.966185	$	1.911681	$	5.622554
Highest	$	20.398355	$	22.919261	$	24.522311	$	23.842459	$	6.670393

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

F-4

Statements of Operations

Northwestern Mutual Variable Annuity Account C

For the Year Ended December 31, 2024 (in thousands)


	Growth Stock Division			Focused Appreciation Division			Large Cap Core Stock Division			Large Cap Blend Division			Index 500 Stock Division
Income:
Dividend income	$	1		$	-		$	6		$	7		$	203
Expenses:
Mortality and expense risk charges		5			20			5			3			82
Net investment income (loss)		(4	)		(20	)		1			4			121
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		14			599			55			8			2,063
Realized gain distribution		-			394			40			190			292
Realized gains (losses)		14			993			95			198			2,355
Change in unrealized appreciation/(depreciation) of investments during the period		356			358			72			(41	)		1,175
Net increase (decrease) in net assets resulting from operations	$	366		$	1,331		$	168		$	161		$	3,651


	Large Company Value Division			Domestic Equity Division			Equity Income Division			Mid Cap Growth Stock Division			Index 400 Stock Division
Income:
Dividend income	$	13		$	53		$	49		$	1		$	52
Expenses:
Mortality and expense risk charges		3			10			9			9			20
Net investment income (loss)		10			43			40			(8	)		32
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(10	)		(2	)		(18	)		(13	)		109
Realized gain distribution		27			211			83			-			140
Realized gains (losses)		17			209			65			(13	)		249
Change in unrealized appreciation/(depreciation) of investments during the period		38			(78	)		136			99			257
Net increase (decrease) in net assets resulting from operations	$	65		$	174		$	241		$	78		$	538


	Mid Cap Value Division			Small Cap Growth Stock Division			Index 600 Stock Division			Small Cap Value Division			International Growth Division
Income:
Dividend income	$	33		$	5		$	32		$	9		$	23
Expenses:
Mortality and expense risk charges		7			6			11			5			11
Net investment income (loss)		26			(1	)		21			4			12
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(23	)		(41	)		14			(72	)		65
Realized gain distribution		49			-			60			43			67
Realized gains (losses)		26			(41	)		74			(29	)		132
Change in unrealized appreciation/(depreciation) of investments during the period		76			210			86			139			(21	)
Net increase (decrease) in net assets resulting from operations	$	128		$	168		$	181		$	114		$	123

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

F-5

Statements of Operations

Northwestern Mutual Variable Annuity Account C

For the Year Ended December 31, 2024 (in thousands)


	Research International Core Division			International Equity Division			Emerging Markets Equity Division			Government Money Market Division			Short-Term Bond Division
Income:
Dividend income	$	42		$	125		$	54		$	37		$	43
Expenses:
Mortality and expense risk charges		8			20			14			4			7
Net investment income (loss)		34			105			40			33			36
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		42			38			19			-			(3	)
Realized gain distribution		14			-			-			-			-
Realized gains (losses)		56			38			19			-			(3	)
Change in unrealized appreciation/(depreciation) of investments during the period		(21	)		26			70			-			23
Net increase (decrease) in net assets resulting from operations	$	69		$	169		$	129		$	33		$	56


	Select Bond Division			Long-Term U.S. Government Bond Division			Inflation Protection Division			High Yield Bond Division			Multi-Sector Bond Division
Income:
Dividend income	$	245		$	15		$	38		$	138		$	199
Expenses:
Mortality and expense risk charges		23			2			6			8			14
Net investment income (loss)		222			13			32			130			185
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(74	)		(69	)		(15	)		(12	)		(38	)
Realized gain distribution		-			-			-			-			-
Realized gains (losses)		(74	)		(69	)		(15	)		(12	)		(38	)
Change in unrealized appreciation/(depreciation) of investments during the period		(64	)		32			-			7			81
Net increase (decrease) in net assets resulting from operations	$	84		$	(24	)	$	17		$	125		$	228


	Balanced Division			Asset Allocation Division			Fidelity VIP Mid Cap Division			Fidelity VIP Contrafund Division			AMT Sustainable Equity Division
Income:
Dividend income	$	115		$	7		$	14		$	9		$	3
Expenses:
Mortality and expense risk charges		24			1			10			19			4
Net investment income (loss)		91			6			4			(10	)		(1	)
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(165	)		(2	)		47			219			100
Realized gain distribution		107			11			327			583			57
Realized gains (losses)		(58	)		9			374			802			157
Change in unrealized appreciation/(depreciation) of investments during the period		342			14			24			541			112
Net increase (decrease) in net assets resulting from operations	$	375		$	29		$	402		$	1,333		$	268

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

F-6

Statements of Operations

Northwestern Mutual Variable Annuity Account C

For the Year Ended December 31, 2024 (in thousands)


		U.S. Strategic Equity Division			U.S. Small Cap Equity Division			International Developed Markets Division			Strategic Bond Division
Income:
Dividend income	$	5		$	4		$	19		$	101
Expenses:
Mortality and expense risk charges		2			2			2			7
Net investment income (loss)		3			2			17			94
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		20			3			5			(29	)
Realized gain distribution		38			20			11			-
Realized gains (losses)		58			23			16			(29	)
Change in unrealized appreciation/(depreciation) of investments during the period		27			(5	)		(19	)		(54	)
Net increase (decrease) in net assets resulting from operations	$	88		$	20		$	14		$	11


		Global Real Estate Securities Division			LifePoints Moderate Strategy Division			LifePoints Balanced Strategy Division			LifePoints Growth Strategy Division
Income:
Dividend income	$	63		$	33		$	50		$	37
Expenses:
Mortality and expense risk charges		13			7			13			12
Net investment income (loss)		50			26			37			25
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(25	)		(6	)		5			12
Realized gain distribution		-			-			-			-
Realized gains (losses)		(25	)		(6	)		5			12
Change in unrealized appreciation/(depreciation) of investments during the period		8			36			93			120
Net increase (decrease) in net assets resulting from operations	$	33		$	56		$	135		$	157


		LifePoints Equity Growth Strategy Division			Credit Suisse Trust Commodity Return Strategy Division
Income:
Dividend income	$	15		$	51
Expenses:
Mortality and expense risk charges		8			6
Net investment income (loss)		7			45
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		1			(3	)
Realized gain distribution		-			-
Realized gains (losses)		1			(3	)
Change in unrealized appreciation/(depreciation) of investments during the period		61			36
Net increase (decrease) in net assets resulting from operations	$	69		$	78

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

F-7

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Growth Stock Division						Focused Appreciation Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	(4	)	$	(4	)	$	(20	)	$	(18	)
Net realized gains (losses)		14			(15	)		993			402
Net change in unrealized appreciation/(depreciation)		356			368			358			1,138
Net increase (decrease) in net assets resulting from operations		366			349			1,331			1,522

Contract Transactions:
Contract owners’ net payments		60			107			244			237
Annuity payments		-			-			-			(1	)
Surrenders and other (net)		(104	)		(33	)		(538	)		(127	)
Transfers from other divisions or sponsor		870			706			5,304			4,348
Transfers to other divisions or sponsor		(893	)		(796	)		(6,035	)		(4,535	)
Net increase (decrease) in net assets resulting from contract transactions		(67	)		(16	)		(1,025	)		(78	)

Net increase (decrease) in net assets		299			333			306			1,444

Net Assets:
Beginning of period		1,050			717			4,511			3,067
End of period	$	1,349		$	1,050		$	4,817		$	4,511


Units issued during the period		192			231			432			480
Units redeemed during the period		(203	)		(248	)		(521	)		(487	)
Net units issued (redeemed) during period		(11	)		(17	)		(89	)		(7	)


		Large Cap Core Stock Division						Large Cap Blend Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	1		$	3		$	4		$	3
Net realized gains (losses)		95			53			198			52
Net change in unrealized appreciation/(depreciation)		72			93			(41	)		60
Net increase (decrease) in net assets resulting from operations		168			149			161			115

Contract Transactions:
Contract owners’ net payments		35			11			52			42
Annuity payments		-			-			-			-
Surrenders and other (net)		(172	)		(16	)		(8	)		(7	)
Transfers from other divisions or sponsor		798			572			2,838			2,304
Transfers to other divisions or sponsor		(682	)		(581	)		(2,875	)		(2,349	)
Net increase (decrease) in net assets resulting from contract transactions		(21	)		(14	)		7			(10	)

Net increase (decrease) in net assets		147			135			168			105

Net Assets:
Beginning of period		743			608			674			569
End of period	$	890		$	743		$	842		$	674


Units issued during the period		209			183			927			952
Units redeemed during the period		(212	)		(189	)		(921	)		(956	)
Net units issued (redeemed) during period		(3	)		(6	)		6			(4	)

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

F-8

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Index 500 Stock Division						Large Company Value Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	121		$	127		$	10		$	19
Net realized gains (losses)		2,355			758			17			60
Net change in unrealized appreciation/(depreciation)		1,175			2,404			38			(59	)
Net increase (decrease) in net assets resulting from operations		3,651			3,289			65			20

Contract Transactions:
Contract owners’ net payments		561			836			42			30
Annuity payments		(87	)		(78	)		(1	)		(1	)
Surrenders and other (net)		(1,983	)		(944	)		(43	)		(3	)
Transfers from other divisions or sponsor		20,049			16,834			1,102			808
Transfers to other divisions or sponsor		(21,135	)		(16,962	)		(1,095	)		(846	)
Net increase (decrease) in net assets resulting from contract transactions		(2,595	)		(314	)		5			(12	)

Net increase (decrease) in net assets		1,056			2,975			70			8

Net Assets:
Beginning of period		16,027			13,052			633			625
End of period	$	17,083		$	16,027		$	703		$	633


Units issued during the period		3,291			3,514			433			358
Units redeemed during the period		(3,571	)		(3,723	)		(433	)		(363	)
Net units issued (redeemed) during period		(280	)		(209	)		-			(5	)


		Domestic Equity Division						Equity Income Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	43		$	37		$	40		$	44
Net realized gains (losses)		209			107			65			183
Net change in unrealized appreciation/(depreciation)		(78	)		(57	)		136			(34	)
Net increase (decrease) in net assets resulting from operations		174			87			241			193

Contract Transactions:
Contract owners’ net payments		97			155			91			46
Annuity payments		(2	)		(2	)		-			-
Surrenders and other (net)		(154	)		(141	)		(66	)		(188	)
Transfers from other divisions or sponsor		6,309			5,496			2,738			2,455
Transfers to other divisions or sponsor		(6,196	)		(5,322	)		(2,991	)		(2,588	)
Net increase (decrease) in net assets resulting from contract transactions		54			186			(228	)		(275	)

Net increase (decrease) in net assets		228			273			13			(82	)

Net Assets:
Beginning of period		2,570			2,297			2,308			2,390
End of period	$	2,798		$	2,570		$	2,321		$	2,308


Units issued during the period		1,480			1,464			511			530
Units redeemed during the period		(1,468	)		(1,415	)		(555	)		(590	)
Net units issued (redeemed) during period		12			49			(44	)		(60	)

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

F-9

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Mid Cap Growth Stock Division						Index 400 Stock Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	(8	)	$	(8	)	$	32		$	32
Net realized gains (losses)		(13	)		-			249			170
Net change in unrealized appreciation/(depreciation)		99			160			257			348
Net increase (decrease) in net assets resulting from operations		78			152			538			550

Contract Transactions:
Contract owners’ net payments		20			20			76			341
Annuity payments		-			-			(44	)		(38	)
Surrenders and other (net)		(486	)		(32	)		(419	)		(144	)
Transfers from other divisions or sponsor		967			775			9,203			7,232
Transfers to other divisions or sponsor		(1,011	)		(763	)		(9,242	)		(7,166	)
Net increase (decrease) in net assets resulting from contract transactions		(510	)		-			(426	)		225

Net increase (decrease) in net assets		(432	)		152			112			775

Net Assets:
Beginning of period		1,242			1,090			4,186			3,411
End of period	$	810		$	1,242		$	4,298		$	4,186


Units issued during the period		368			325			965			902
Units redeemed during the period		(417	)		(321	)		(1,015	)		(933	)
Net units issued (redeemed) during period		(49	)		4			(50	)		(31	)


		Mid Cap Value Division						Small Cap Growth Stock Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	26		$	31		$	(1	)	$	(5	)
Net realized gains (losses)		26			187			(41	)		(37	)
Net change in unrealized appreciation/(depreciation)		76			(131	)		210			235
Net increase (decrease) in net assets resulting from operations		128			87			168			193

Contract Transactions:
Contract owners’ net payments		28			99			36			202
Annuity payments		-			-			(2	)		(1	)
Surrenders and other (net)		(88	)		(85	)		(154	)		(74	)
Transfers from other divisions or sponsor		2,487			2,273			2,158			1,577
Transfers to other divisions or sponsor		(2,522	)		(2,187	)		(2,232	)		(1,487	)
Net increase (decrease) in net assets resulting from contract transactions		(95	)		100			(194	)		217

Net increase (decrease) in net assets		33			187			(26	)		410

Net Assets:
Beginning of period		1,615			1,428			1,401			991
End of period	$	1,648		$	1,615		$	1,375		$	1,401


Units issued during the period		398			414			533			510
Units redeemed during the period		(414	)		(396	)		(564	)		(448	)
Net units issued (redeemed) during period		(16	)		18			(31	)		62

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

F-10

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Index 600 Stock Division						Small Cap Value Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	21		$	16		$	4		$	2
Net realized gains (losses)		74			107			(29	)		53
Net change in unrealized appreciation/(depreciation)		86			226			139			110
Net increase (decrease) in net assets resulting from operations		181			349			114			165

Contract Transactions:
Contract owners’ net payments		55			287			9			26
Annuity payments		(38	)		(34	)		-			-
Surrenders and other (net)		(53	)		(102	)		(65	)		(16	)
Transfers from other divisions or sponsor		6,541			4,676			3,154			2,794
Transfers to other divisions or sponsor		(5,912	)		(4,506	)		(3,331	)		(2,777	)
Net increase (decrease) in net assets resulting from contract transactions		593			321			(233	)		27

Net increase (decrease) in net assets		774			670			(119	)		192

Net Assets:
Beginning of period		2,658			1,988			1,369			1,177
End of period	$	3,432		$	2,658		$	1,250		$	1,369


Units issued during the period		1,281			1,034			501			516
Units redeemed during the period		(1,125	)		(1,066	)		(540	)		(511	)
Net units issued (redeemed) during period		156			(32	)		(39	)		5


		International Growth Division						Research International Core Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	12		$	10		$	34		$	28
Net realized gains (losses)		132			137			56			95
Net change in unrealized appreciation/(depreciation)		(21	)		286			(21	)		127
Net increase (decrease) in net assets resulting from operations		123			433			69			250

Contract Transactions:
Contract owners’ net payments		143			140			77			182
Annuity payments		(10	)		(9	)		(3	)		(3	)
Surrenders and other (net)		(112	)		(135	)		(85	)		(153	)
Transfers from other divisions or sponsor		5,050			4,399			4,249			3,797
Transfers to other divisions or sponsor		(5,022	)		(4,483	)		(4,296	)		(3,830	)
Net increase (decrease) in net assets resulting from contract transactions		49			(88	)		(58	)		(7	)

Net increase (decrease) in net assets		172			345			11			243

Net Assets:
Beginning of period		2,511			2,166			2,230			1,987
End of period	$	2,683		$	2,511		$	2,241		$	2,230


Units issued during the period		1,303			1,318			2,562			2,594
Units redeemed during the period		(1,290	)		(1,377	)		(2,593	)		(2,596	)
Net units issued (redeemed) during period		13			(59	)		(31	)		(2	)

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

F-11

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		International Equity Division						Emerging Markets Equity Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	105		$	107		$	40		$	58
Net realized gains (losses)		38			(109	)		19			52
Net change in unrealized appreciation/(depreciation)		26			621			70			96
Net increase (decrease) in net assets resulting from operations		169			619			129			206

Contract Transactions:
Contract owners’ net payments		77			183			116			195
Annuity payments		(15	)		(14	)		(13	)		(12	)
Surrenders and other (net)		(584	)		(298	)		(160	)		(276	)
Transfers from other divisions or sponsor		8,254			7,274			6,918			6,096
Transfers to other divisions or sponsor		(8,127	)		(7,465	)		(6,807	)		(5,959	)
Net increase (decrease) in net assets resulting from contract transactions		(395	)		(320	)		54			44

Net increase (decrease) in net assets		(226	)		299			183			250

Net Assets:
Beginning of period		4,433			4,134			3,436			3,186
End of period	$	4,207		$	4,433		$	3,619		$	3,436


Units issued during the period		3,246			3,209			5,409			5,129
Units redeemed during the period		(3,312	)		(3,400	)		(5,369	)		(5,177	)
Net units issued (redeemed) during period		(66	)		(191	)		40			(48	)


		Government Money Market Division						Short-Term Bond Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	33		$	35		$	36		$	19
Net realized gains (losses)		-			-			(3	)		(4	)
Net change in unrealized appreciation/(depreciation)		-			-			23			45
Net increase (decrease) in net assets resulting from operations		33			35			56			60

Contract Transactions:
Contract owners’ net payments		325			298			20			100
Annuity payments		-			-			-			-
Surrenders and other (net)		(1,187	)		(648	)		(45	)		(86	)
Transfers from other divisions or sponsor		1,534			1,213			2,646			2,381
Transfers to other divisions or sponsor		(692	)		(975	)		(2,676	)		(2,298	)
Net increase (decrease) in net assets resulting from contract transactions		(20	)		(112	)		(55	)		97

Net increase (decrease) in net assets		13			(77	)		1			157

Net Assets:
Beginning of period		856			933			1,353			1,196
End of period	$	869		$	856		$	1,354		$	1,353


Units issued during the period		1,329			1,123			1,975			1,934
Units redeemed during the period		(1,346	)		(1,212	)		(2,018	)		(1,857	)
Net units issued (redeemed) during period		(17	)		(89	)		(43	)		77

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

F-12

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Select Bond Division						Long-Term U.S. Government Bond Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	222		$	123		$	13		$	9
Net realized gains (losses)		(74	)		(127	)		(69	)		(19	)
Net change in unrealized appreciation/(depreciation)		(64	)		321			32			25
Net increase (decrease) in net assets resulting from operations		84			317			(24	)		15

Contract Transactions:
Contract owners’ net payments		134			371			9			25
Annuity payments		(22	)		(21	)		-			-
Surrenders and other (net)		(507	)		(742	)		(19	)		(14	)
Transfers from other divisions or sponsor		11,803			9,544			1,027			948
Transfers to other divisions or sponsor		(10,782	)		(9,369	)		(1,051	)		(871	)
Net increase (decrease) in net assets resulting from contract transactions		626			(217	)		(34	)		88

Net increase (decrease) in net assets		710			100			(58	)		103

Net Assets:
Beginning of period		5,701			5,601			466			363
End of period	$	6,411		$	5,701		$	408		$	466


Units issued during the period		4,818			4,167			622			571
Units redeemed during the period		(4,507	)		(4,254	)		(640	)		(518	)
Net units issued (redeemed) during period		311			(87	)		(18	)		53


		Inflation Protection Division						High Yield Bond Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	32		$	55		$	130		$	103
Net realized gains (losses)		(15	)		(13	)		(12	)		(11	)
Net change in unrealized appreciation/(depreciation)		-			(2	)		7			148
Net increase (decrease) in net assets resulting from operations		17			40			125			240

Contract Transactions:
Contract owners’ net payments		18			80			56			199
Annuity payments		-			-			(2	)		(2	)
Surrenders and other (net)		(53	)		(120	)		(141	)		(123	)
Transfers from other divisions or sponsor		2,254			2,120			3,614			3,002
Transfers to other divisions or sponsor		(2,268	)		(2,121	)		(3,542	)		(2,963	)
Net increase (decrease) in net assets resulting from contract transactions		(49	)		(41	)		(15	)		113

Net increase (decrease) in net assets		(32	)		(1	)		110			353

Net Assets:
Beginning of period		1,252			1,253			2,162			1,809
End of period	$	1,220		$	1,252		$	2,272		$	2,162


Units issued during the period		1,450			1,442			931			889
Units redeemed during the period		(1,481	)		(1,470	)		(933	)		(857	)
Net units issued (redeemed) during period		(31	)		(28	)		(2	)		32

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

F-13

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Multi-Sector Bond Division						Balanced Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	185		$	74		$	91		$	79
Net realized gains (losses)		(38	)		(68	)		(58	)		140
Net change in unrealized appreciation/(depreciation)		81			313			342			379
Net increase (decrease) in net assets resulting from operations		228			319			375			598

Contract Transactions:
Contract owners’ net payments		100			242			60			500
Annuity payments		(2	)		(2	)		(17	)		(10	)
Surrenders and other (net)		(136	)		(387	)		(904	)		(124	)
Transfers from other divisions or sponsor		10,265			8,312			1,424			1,378
Transfers to other divisions or sponsor		(9,755	)		(8,058	)		(2,053	)		(1,436	)
Net increase (decrease) in net assets resulting from contract transactions		472			107			(1,490	)		308

Net increase (decrease) in net assets		700			426			(1,115	)		906

Net Assets:
Beginning of period		3,754			3,328			5,530			4,624
End of period	$	4,454		$	3,754		$	4,415		$	5,530


Units issued during the period		5,105			4,589			480			677
Units redeemed during the period		(4,877	)		(4,530	)		(753	)		(612	)
Net units issued (redeemed) during period		228			59			(273	)		65


		Asset Allocation Division						Fidelity VIP Mid Cap Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	6		$	8		$	4		$	4
Net realized gains (losses)		9			(6	)		374			52
Net change in unrealized appreciation/(depreciation)		14			49			24			256
Net increase (decrease) in net assets resulting from operations		29			51			402			312

Contract Transactions:
Contract owners’ net payments		42			4			32			38
Annuity payments		-			-			-			-
Surrenders and other (net)		(8	)		(6	)		(152	)		(167	)
Transfers from other divisions or sponsor		468			447			3,712			3,147
Transfers to other divisions or sponsor		(442	)		(601	)		(3,767	)		(3,193	)
Net increase (decrease) in net assets resulting from contract transactions		60			(156	)		(175	)		(175	)

Net increase (decrease) in net assets		89			(105	)		227			137

Net Assets:
Beginning of period		307			412			2,391			2,254
End of period	$	396		$	307		$	2,618		$	2,391


Units issued during the period		145			147			414			430
Units redeemed during the period		(128	)		(197	)		(435	)		(453	)
Net units issued (redeemed) during period		17			(50	)		(21	)		(23	)

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

F-14

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		Fidelity VIP Contrafund Division						AMT Sustainable Equity Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	(10	)	$	3		$	(1	)	$	-
Net realized gains (losses)		802			341			157			43
Net change in unrealized appreciation/(depreciation)		541			745			112			189
Net increase (decrease) in net assets resulting from operations		1,333			1,089			268			232

Contract Transactions:
Contract owners’ net payments		144			171			71			30
Annuity payments		(6	)		(5	)		-			-
Surrenders and other (net)		(125	)		(390	)		(26	)		(36	)
Transfers from other divisions or sponsor		5,522			4,745			2,171			1,940
Transfers to other divisions or sponsor		(5,771	)		(5,044	)		(2,319	)		(1,956	)
Net increase (decrease) in net assets resulting from contract transactions		(236	)		(523	)		(103	)		(22	)

Net increase (decrease) in net assets		1,097			566			165			210

Net Assets:
Beginning of period		4,076			3,510			1,091			881
End of period	$	5,173		$	4,076		$	1,256		$	1,091


Units issued during the period		1,106			1,331			544			619
Units redeemed during the period		(1,150	)		(1,470	)		(567	)		(625	)
Net units issued (redeemed) during period		(44	)		(139	)		(23	)		(6	)


		U.S. Strategic Equity Division						U.S. Small Cap Equity Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	3		$	2		$	2		$	-
Net realized gains (losses)		58			4			23			1
Net change in unrealized appreciation/(depreciation)		27			88			(5	)		30
Net increase (decrease) in net assets resulting from operations		88			94			20			31

Contract Transactions:
Contract owners’ net payments		55			5			1			4
Annuity payments		-			-			-			-
Surrenders and other (net)		(9	)		(12	)		(6	)		(9	)
Transfers from other divisions or sponsor		618			491			283			238
Transfers to other divisions or sponsor		(670	)		(539	)		(301	)		(234	)
Net increase (decrease) in net assets resulting from contract transactions		(6	)		(55	)		(23	)		(1	)

Net increase (decrease) in net assets		82			39			(3	)		30

Net Assets:
Beginning of period		434			395			265			235
End of period	$	516		$	434		$	262		$	265


Units issued during the period		150			143			66			64
Units redeemed during the period		(152	)		(159	)		(72	)		(64	)
Net units issued (redeemed) during period		(2	)		(16	)		(6	)		-

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

F-15

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		International Developed Markets Division						Strategic Bond Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	17		$	7		$	94		$	47
Net realized gains (losses)		16			(12	)		(29	)		(29	)
Net change in unrealized appreciation/(depreciation)		(19	)		124			(54	)		49
Net increase (decrease) in net assets resulting from operations		14			119			11			67

Contract Transactions:
Contract owners’ net payments		31			79			25			114
Annuity payments		-			-			-			-
Surrenders and other (net)		(65	)		(104	)		(93	)		(173	)
Transfers from other divisions or sponsor		1,115			982			4,999			4,318
Transfers to other divisions or sponsor		(1,299	)		(1,046	)		(4,753	)		(4,221	)
Net increase (decrease) in net assets resulting from contract transactions		(218	)		(89	)		178			38

Net increase (decrease) in net assets		(204	)		30			189			105

Net Assets:
Beginning of period		808			778			1,912			1,807
End of period	$	604		$	808		$	2,101		$	1,912


Units issued during the period		537			532			2,193			1,991
Units redeemed during the period		(640	)		(576	)		(2,114	)		(1,974	)
Net units issued (redeemed) during period		(103	)		(44	)		79			17


		Global Real Estate Securities Division						LifePoints Moderate Strategy Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	50		$	35		$	26		$	8
Net realized gains (losses)		(25	)		(92	)		(6	)		(4	)
Net change in unrealized appreciation/(depreciation)		8			308			36			88
Net increase (decrease) in net assets resulting from operations		33			251			56			92

Contract Transactions:
Contract owners’ net payments		62			231			2			3
Annuity payments		(11	)		(9	)		-			-
Surrenders and other (net)		(172	)		(150	)		(22	)		(3	)
Transfers from other divisions or sponsor		4,690			4,108			210			255
Transfers to other divisions or sponsor		(4,672	)		(4,121	)		(283	)		(275	)
Net increase (decrease) in net assets resulting from contract transactions		(103	)		59			(93	)		(20	)

Net increase (decrease) in net assets		(70	)		310			(37	)		72

Net Assets:
Beginning of period		2,762			2,452			957			885
End of period	$	2,692		$	2,762		$	920		$	957


Units issued during the period		832			825			112			151
Units redeemed during the period		(852	)		(834	)		(161	)		(163	)
Net units issued (redeemed) during period		(20	)		(9	)		(49	)		(12	)

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

F-16

Statements of Changes in Net Assets

Northwestern Mutual Variable Annuity Account C

(in thousands)


		LifePoints Balanced Strategy Division						LifePoints Growth Strategy Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	37		$	10		$	25		$	-
Net realized gains (losses)		5			6			12			34
Net change in unrealized appreciation/(depreciation)		93			176			120			183
Net increase (decrease) in net assets resulting from operations		135			192			157			217

Contract Transactions:
Contract owners’ net payments		147			6			5			7
Annuity payments		-			-			-			-
Surrenders and other (net)		(87	)		(62	)		(73	)		(305	)
Transfers from other divisions or sponsor		4,008			3,709			2,264			1,942
Transfers to other divisions or sponsor		(4,030	)		(3,709	)		(2,264	)		(1,933	)
Net increase (decrease) in net assets resulting from contract transactions		38			(56	)		(68	)		(289	)

Net increase (decrease) in net assets		173			136			89			(72	)

Net Assets:
Beginning of period		1,583			1,447			1,430			1,502
End of period	$	1,756		$	1,583		$	1,519		$	1,430


Units issued during the period		1,977			2,027			1,005			1,024
Units redeemed during the period		(1,960	)		(2,062	)		(1,035	)		(1,207	)
Net units issued (redeemed) during period		17			(35	)		(30	)		(183	)


		LifePoints Equity Growth Strategy Division						Credit Suisse Trust Commodity Return Strategy Division
		Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Operations:
Net investment income (loss)	$	7		$	(5	)	$	45		$	325
Net realized gains (losses)		1			18			(3	)		(42	)
Net change in unrealized appreciation/(depreciation)		61			86			36			(431	)
Net increase (decrease) in net assets resulting from operations		69			99			78			(148	)

Contract Transactions:
Contract owners’ net payments		3			6			40			149
Annuity payments		-			-			(2	)		(2	)
Surrenders and other (net)		-			(279	)		(103	)		(104	)
Transfers from other divisions or sponsor		-			8			3,517			2,973
Transfers to other divisions or sponsor		-			-			(3,336	)		(3,053	)
Net increase (decrease) in net assets resulting from contract transactions		3			(265	)		116			(37	)

Net increase (decrease) in net assets		72			(166	)		194			(185	)

Net Assets:
Beginning of period		586			752			1,462			1,647
End of period	$	658		$	586		$	1,656		$	1,462


Units issued during the period		2			8			573			498
Units redeemed during the period		-			(185	)		(553	)		(503	)
Net units issued (redeemed) during period		2			(177	)		20			(5	)

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

F-17

NOTES TO FINANCIAL STATEMENTS

1.	Organization

Northwestern Mutual Variable Annuity Account C (“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 unallocated group combination variable annuity contracts (“contracts”) to provide retirement annuity benefits for self-employed persons and their eligible employees and individual flexible payment deferred variable annuity contracts (“Network Edition”) of certain eligible persons. Three versions of the contract are currently offered: Front Load contracts with a sales charge up to 4.50% of purchase payments; Simplified Load contracts with an installment fee of $750; and Network Edition contracts with no sales or withdrawal charges.

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.

2.	Significant Accounting Policies

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.

Investment Valuation – Shares of the Funds are valued at each Fund’s offering and redemption prices per share. As of December 31, 2024, 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.

Investment Income, Securities Transactions and Contract 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. Certain contracts are eligible to receive contract dividends from Northwestern Mutual. Any contract dividends reinvested in the Account are reflected in Contract owners’ net payments in the accompanying financial statements.

Due to Participants – Upon notification of death of the contract owner or maturity of a contract, a liability is recorded and is included in Due to Participants in the accompanying financial statements.

Annuity Reserves – Annuity reserves represent the present value of all future payments on current variable income plans and are represented as annuity reserves in the statements of assets and liabilities. Annuity reserves are based on published annuity

F-18

NOTES TO FINANCIAL STATEMENTS

tables with age adjustment and interest based on actual investment experience and assumed investment rates of 3.50% or 5.00%. For those contract holders that elect a fixed income plan option, the values accumulated are transferred out of the Account to the sponsor and all related payouts are funded by Northwestern Mutual.

Taxes – Northwestern Mutual is taxed as a “life insurance company” under the Internal Revenue Code. The operations of the Account are included in Northwestern Mutual’s consolidated income tax return. Under current law, no federal income taxes are payable with respect to the Account. Accordingly, no provision for any such liability has been made.

New Accounting Pronouncements – During the reporting period, the Account adopted FASB Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023- 07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Account’s financial position or its results of operations. The intent of the ASU 2023-07 is, through improved segment disclosures, to enable investors to better understand an entity’s overall performance and to assess its potential future cash flows.

Collectively, the Variable Insurance Product Underlying Funds Committee and Vice President of Insurance Solutions of Northwestern Mutual, act as the Account’s chief operating decision maker (“CODM”) assessing performance and making decisions about resource allocation. The CODM periodically reviews information regarding each Division’s net assets, net cash flows, and total return. The CODM has determined that each Division is a single operating segment based on the fact that the CODM monitors the operating results of each Division as a whole. The financial information provided to and reviewed by the CODM is consistent with that presented within each Division’s Statement of Operations, Statements of Changes in Net Assets, and Financial Highlights.

3.	Purchases and Sales of Investments

Purchases and sales of the Funds’ shares for the year ended December 31, 2024 were as follows (amounts in thousands):


Fund Name	Purchases		Sales
Growth Stock Division	$	95	$	166
Focused Appreciation Division		817		1,468
Large Cap Core Stock Division		257		236
Large Cap Blend Division		276		76
Index 500 Stock Division		2,057		4,238
Large Company Value Division		95		53
Domestic Equity Division		608		301
Equity Income Division		240		346
Mid Cap Growth Stock Division		193		712
Index 400 Stock Division		486		739
Mid Cap Value Division		212		232
Small Cap Growth Stock Division		82		277
Index 600 Stock Division		926		264
Small Cap Value Division		90		277
International Growth Division		425		295
Research International Core Division		290		300
International Equity Division		574		864
Emerging Markets Equity Division		444		350
Government Money Market Division		1,638		1,624

F-19

NOTES TO FINANCIAL STATEMENTS


Fund Name	Purchases		Sales
Short-Term Bond Division	$	230	$	250
Select Bond Division		1,547		700
Long-Term U.S. Government Bond Division		83		104
Inflation Protection Division		229		246
High Yield Bond Division		368		254
Multi-Sector Bond Division		1,062		405
Balanced Division		580		1,866
Asset Allocation Division		93		16
Fidelity VIP Mid Cap Division		453		297
Fidelity VIP Contrafund Division		962		625
AMT Sustainable Equity Division		228		275
U.S. Strategic Equity Division		101		66
U.S. Small Cap Equity Division		46		48
International Developed Markets Division		128		318
Strategic Bond Division		435		163
Global Real Estate Securities Division		320		373
LifePoints Moderate Strategy Division		35		103
LifePoints Balanced Strategy Division		198		122
LifePoints Growth Strategy Division		42		85
LifePoints Equity Growth Strategy Division		19		8
Credit Suisse Trust Commodity Return Strategy Division		330		169

4.	Expenses and Related Party Transactions

A deduction for mortality and expense risks is determined daily and paid to Northwestern Mutual as compensation for assuming the risk that annuity payments will continue for longer periods than anticipated because the annuitants as a group live longer than expected, and the risk that the charges made by Northwestern Mutual may be insufficient to cover the actual costs incurred in connection with the contracts.

For contracts issued prior to December 17, 1981 or beginning May 1, 1984 and prior to January 6, 1992 there is no deduction for mortality and expense risks. For those contracts issued beginning May 1, 1984 and prior to January 6, 1992 the rates may be increased by the Board of Trustees of Northwestern Mutual, not to exceed a 0.25% annual rate.

There are no contracts outstanding that were issued prior to May 1, 1984.

For contracts issued on or after January 6, 1992, for the Front Load version and the Simplified Load version, the deduction for mortality and expense risks is determined daily at annual rates of 0.65% and 1.25%, respectively, of the net assets of each Division attributable to these contracts and is paid to Northwestern Mutual. For these contracts, the rates may be increased or decreased by the Board of Trustees of Northwestern Mutual not to exceed 1.00% and 1.50% annual rates, respectively.

For Network Edition contracts issued on or after October 16, 2006, the deduction for mortality and expense risks is determined daily at an annual rate of 0.35% of the net assets of each Division attributable to these contracts and is paid to Northwestern Mutual. For these contracts, the rate may be increased by the Board of Trustees of Northwestern Mutual not to exceed 0.75% annual rate.

F-20

NOTES TO FINANCIAL STATEMENTS


	As of the respective period end date:											For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Corresponding to Lowest to Highest Expense Ratio							Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest ⁽¹⁾						Total Return Corresponding to Lowest to Highest Expense Ratio⁽¹⁾
Growth Stock Division
2024		176	$	13.114924		to	$	192.362205		$	1,349		0.10	%		0.00 %		to	1.25 %			36.10	%	to	37.82	%
2023		187		9.636073	⁽²⁾	to		139.569955			1,050		0.04			0.00	⁽⁴⁾	to	1.25			47.84		to	49.69
2022		204		6.517806	⁽²⁾	to		93.238655			717		0.00			0.00	⁽⁴⁾	to	1.25			(39.46	)	to	(38.70	)
2021		163		10.765725	⁽²⁾	to		152.095850			1,014		0.00	⁽³⁾		0.00	⁽⁴⁾	to	1.25			15.22		to	16.67
2020		164		9.343486	⁽²⁾	to		130.365531			880		0.67			0.00	⁽⁴⁾	to	1.25			33.30		to	34.97
Focused Appreciation Division
2024		332	$	12.131021		to	$	14.738066		$	4,817		0.00	%		0.35 %		to	1.25 %			32.75	%	to	33.95	%
2023		421		9.138455		to		11.002409	⁽²⁾		4,511		0.00			0.35		to	1.25			49.13		to	50.47	⁽²⁾
2022		428		6.127912		to		7.312168	⁽²⁾		3,067		0.01			0.35		to	1.25			(28.72	)	to	(28.08	) ⁽²⁾
2021		409		8.597069		to		108.543824			4,076		0.17			0.00	⁽⁴⁾	to	1.25			17.43		to	18.90
2020		424		7.321217		to		91.289389			3,729		0.54			0.00	⁽⁴⁾	to	1.25			30.90		to	32.55
Large Cap Core Stock Division
2024		177	$	4.294491		to	$	8.536744		$	890		0.65	%		0.35 %		to	1.25 %			20.63	%	to	21.72	%
2023		180		3.528028		to		7.076895	⁽²⁾		743		1.02			0.35		to	1.25			24.23		to	25.35	⁽²⁾
2022		186		2.814643		to		5.696639	⁽²⁾		608		0.89			0.35		to	1.25			(19.89	)	to	(19.16	) ⁽²⁾
2021		175		7.110610	⁽²⁾	to		100.458713			711		0.79			0.00	⁽⁴⁾	to	1.25			23.55		to	25.10
2020		195		5.755230	⁽²⁾	to		80.301917			661		1.23			0.00	⁽⁴⁾	to	1.25			21.21		to	22.74
Large Cap Blend Division
2024		254	$	2.861147		to	$	3.353594		$	842		0.86	%		0.35 %		to	1.25 %			22.32	%	to	23.43	%
2023		248		2.717065	⁽²⁾	to		2.717065	⁽²⁾		674		0.83			0.35		to	0.35	⁽⁴⁾		20.19	⁽²⁾	to	20.19	⁽²⁾
2022		252		2.260679	⁽²⁾	to		2.260679	⁽²⁾		569		0.62			0.35		to	0.35	⁽⁴⁾		(14.08	) ⁽²⁾	to	(14.08	) ⁽²⁾
2021		230		2.306054		to		27.701179			604		0.65			0.00	⁽⁴⁾	to	1.25			16.99		to	18.46
2020		229		1.971217		to		23.385328			519		5.26			0.00	⁽⁴⁾	to	1.25			8.68		to	10.05
Index 500 Stock Division
2024		2,396	$	22.229423		to	$	347.412989		$	17,083		1.20	%		0.00 %		to	1.25 %			23.19	%	to	24.75	%
2023		2,677		18.044646	⁽²⁾	to		278.486027	⁽²⁾		16,027		1.34			0.00	⁽⁴⁾	to	1.25			24.49		to	26.04
2022		2,886		14.495240	⁽²⁾	to		220.942531			13,052		1.29			0.00	⁽⁴⁾	to	1.25			(19.30	)	to	(18.28	)
2021		2,674		17.960899	⁽²⁾	to		270.376034			15,033		1.25			0.00	⁽⁴⁾	to	1.25			26.86		to	28.45
2020		2,495		14.158399	⁽²⁾	to		210.492951			11,479		1.65			0.00	⁽⁴⁾	to	1.25			16.71		to	18.18
Large Company Value Division
2024		256	$	2.307457		to	$	2.704825		$	703		1.84	%		0.35 %		to	1.25 %			9.31	%	to	10.30	%
2023		256		2.110942		to		2.452177	⁽²⁾		633		3.46			0.35		to	1.25			2.51		to	3.44	⁽²⁾
2022		261		2.059162		to		2.370702	⁽²⁾		625		3.08			0.35		to	1.25			(1.57	)	to	(0.68	) ⁽²⁾
2021		256		2.092019		to		2.387048	⁽²⁾		618		1.17			0.35		to	1.25			20.41		to	21.49	⁽²⁾
2020		255		1.964770	⁽²⁾	to		1.964770	⁽²⁾		511		2.16			0.35		to	0.35	⁽⁴⁾		2.28	⁽²⁾	to	2.28	⁽²⁾
Domestic Equity Division
2024		640	$	4.026182		to	$	4.318761		$	2,798		1.92	%		0.35 %		to	0.65 %			6.37	%	to	6.69	%
2023		628		3.785068	⁽²⁾	to		4.047886	⁽²⁾		2,570		1.93			0.35		to	0.65	⁽⁴⁾		3.04	⁽²⁾	to	3.35	⁽²⁾
2022		579		3.673231	⁽²⁾	to		3.916578	⁽²⁾		2,297		1.68			0.35		to	0.65	⁽⁴⁾		(3.61	) ⁽²⁾	to	(3.32	) ⁽²⁾
2021		605		3.810923	⁽²⁾	to		43.518946			2,446		1.87			0.00	⁽⁴⁾	to	0.65	⁽⁴⁾		21.92	⁽²⁾	to	22.71
2020		575		3.125782	⁽²⁾	to		35.463950			1,902		2.19			0.00	⁽⁴⁾	to	0.65	⁽⁴⁾		0.07	⁽²⁾	to	0.73
Equity Income Division
2024		414	$	4.663975		to	$	5.666472		$	2,321		2.12	%		0.35 %		to	1.25 %			10.48	%	to	11.48	%
2023		458		4.221684		to		5.082904	⁽²⁾		2,308		2.34			0.35		to	1.25			8.33		to	9.30	⁽²⁾
2022		518		3.897129		to		4.650331	⁽²⁾		2,390		2.02			0.35		to	1.25			(4.42	)	to	(3.56	) ⁽²⁾
2021		543		4.077248		to		51.480302			2,600		2.06			0.00	⁽⁴⁾	to	1.25			24.14		to	25.70
2020		577		3.284293		to		40.954303			2,217		4.82			0.00	⁽⁴⁾	to	1.25			(0.06	)	to	1.20

⁽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⁾ Revised from the previously issued financial statements to correct the presentation of the unit value or total return corresponding to the lowest and highest expense ratios.

⁽³⁾ Ratio is less than 0.005%.

⁽⁴⁾ Revised from the previously issued financial statements to correct the presentation of the lowest and highest expense ratios for products for which units were issued or outstanding during the period.

F-22

NOTES TO FINANCIAL STATEMENTS


	As of the respective period end date:											For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Corresponding to Lowest to Highest Expense Ratio							Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest ⁽¹⁾						Total Return Corresponding to Lowest to Highest Expense Ratio⁽¹⁾
Mid Cap Growth Stock Division
2024		190	$	2.809906		to	$	14.033119		$	810		0.09	%		0.35	%	to	1.25	%		6.85	%	to	7.82	%
2023		239		2.606006		to		13.133162	⁽²⁾		1,242		0.24			0.35		to	1.25			13.53		to	14.55	⁽²⁾
2022		235		2.274906		to		11.567624	⁽²⁾		1,090		0.15			0.35		to	1.25			(24.71	)	to	(24.03	) ⁽²⁾
2021		239		15.364526	⁽²⁾	to		213.536458			1,624		0.15			0.00	⁽³⁾	to	1.25			8.81		to	10.18
2020		230		14.120404	⁽²⁾	to		193.811117			1,486		0.29			0.00	⁽³⁾	to	1.25			23.85		to	25.41
Index 400 Stock Division
2024		474	$	7.773247		to	$	7.936852		$	4,298		1.20	%		0.35	%	to	1.25	%		12.21	%	to	13.23	%
2023		524		6.927170		to		7.009238	⁽²⁾		4,186		1.35			0.35		to	1.25			14.78		to	15.81	⁽²⁾
2022		555		6.035376		to		6.052460	⁽²⁾		3,411		1.15			0.35		to	1.25			(14.38	)	to	(13.61	) ⁽²⁾
2021		539		7.049211	⁽²⁾	to		93.570328			3,821		0.95			0.00	⁽³⁾	to	1.25			22.92		to	24.46
2020		551		5.734890	⁽²⁾	to		75.180406			3,203		1.39			0.00	⁽³⁾	to	1.25			11.96		to	13.37
Mid Cap Value Division
2024		256	$	5.376967		to	$	6.532658		$	1,648		1.99	%		0.35	%	to	1.25	%		7.29	%	to	8.27	%
2023		272		5.011387		to		6.033638	⁽²⁾		1,615		2.47			0.35		to	1.25			4.95		to	5.89	⁽²⁾
2022		254		4.775155		to		5.697952	⁽²⁾		1,428		1.93			0.35		to	1.25			(2.37	)	to	(1.49	) ⁽²⁾
2021		237		4.891257		to		61.756931			1,358		1.17			0.00	⁽³⁾	to	1.25			21.74		to	23.27
2020		248		4.017711		to		50.098747			1,200		1.90			0.00	⁽³⁾	to	1.25			0.40		to	1.67
Small Cap Growth Stock Division
2024		317	$	4.233352		to	$	7.536373		$	1,375		0.35	%		0.35	%	to	1.25	%		11.76	%	to	12.78	%
2023		348		3.753666		to		6.743158	⁽²⁾		1,401		0.03			0.35		to	1.25			16.89		to	17.94	⁽²⁾
2022		286		3.182585		to		5.768661	⁽²⁾		991		0.00			0.35		to	1.25			(29.38	)	to	(28.74	) ⁽²⁾
2021		244		8.168117	⁽²⁾	to		108.425869			1,202		0.02			0.00	⁽³⁾	to	1.25			2.81		to	4.11
2020		244		7.944528	⁽²⁾	to		104.149054			1,226		0.11			0.00	⁽³⁾	to	1.25			31.81		to	33.47
Index 600 Stock Division
2024		779	$	3.228993		to	$	3.785048		$	3,432		1.15	%		0.35	%	to	1.25	%		7.07	%	to	8.05	%
2023		623		3.015727		to		3.503202	⁽²⁾		2,658		1.10			0.35		to	1.25			14.33		to	15.36	⁽²⁾
2022		655		2.637754		to		3.036819	⁽²⁾		1,988		1.10			0.35		to	1.25			(17.40	)	to	(16.66	) ⁽²⁾
2021		586		3.193533		to		38.363170			2,135		0.78			0.00	⁽³⁾	to	1.25			24.65		to	26.22
2020		640		2.561959		to		30.394793			1,896		1.83			0.00	⁽³⁾	to	1.25			9.55		to	10.93
Small Cap Value Division
2024		187	$	5.380595		to	$	6.640722		$	1,250		0.75	%		0.35	%	to	1.25	%		8.98	%	to	9.97	%
2023		226		4.937325		to		6.038713	⁽²⁾		1,369		0.52			0.35		to	1.25			12.44		to	13.45	⁽²⁾
2022		221		4.390979		to		5.322620	⁽²⁾		1,177		0.27			0.35		to	1.25			(19.54	)	to	(18.82	) ⁽²⁾
2021		206		5.457584		to		70.431381			1,340		0.40			0.00	⁽³⁾	to	1.25			21.48		to	23.00
2020		220		5.047024	⁽²⁾	to		57.260960			1,185		0.52			0.00	⁽³⁾	to	0.65	⁽³⁾		8.58	⁽²⁾	to	9.29
International Growth Division
2024		727	$	2.884514		to	$	3.560110		$	2,683		0.87	%		0.35	%	to	1.25	%		3.98	%	to	4.93	%
2023		714		2.774095		to		3.392961	⁽²⁾		2,511		0.85			0.35		to	1.25			19.27		to	20.34	⁽²⁾
2022		773		2.325847		to		2.819373	⁽²⁾		2,166		0.59			0.35		to	1.25			(24.09	)	to	(23.40	) ⁽²⁾
2021		682		3.063761		to		39.539175			2,483		0.55			0.00	⁽³⁾	to	1.25			14.48		to	15.92
2020		626		2.676266		to		34.110132			2,070		1.62			0.00	⁽³⁾	to	1.25			16.44		to	17.91
Research International Core Division
2024		1,344	$	1.636815		to	$	1.636815		$	2,241		1.79	%		0.35	%	to	0.35	%		2.89	%	to	2.89	%
2023		1,375		1.590888	⁽²⁾	to		1.590888	⁽²⁾		2,230		1.70			0.35		to	0.35	⁽³⁾		12.55	⁽²⁾	to	12.55	⁽²⁾
2022		1,377		1.413453	⁽²⁾	to		1.413453	⁽²⁾		1,987		2.23			0.35		to	0.35	⁽³⁾		(17.45	) ⁽²⁾	to	(17.45	) ⁽²⁾
2021		1,235		1.638483	⁽²⁾	to		18.026460			2,134		1.17			0.00	⁽³⁾	to	0.65	⁽³⁾		11.34	⁽²⁾	to	12.07
2020		1,138		1.471544	⁽²⁾	to		16.084924			1,767		2.14			0.00	⁽³⁾	to	0.65	⁽³⁾		12.73	⁽²⁾	to	13.46

⁽²⁾ Revised from the previously issued financial statements to correct the presentation of the unit value or total return corresponding to the lowest and highest expense ratios.

⁽³⁾ Revised from the previously issued financial statements to correct the presentation of the lowest and highest expense ratios for products for which units were issued or outstanding during the period.

F-23

NOTES TO FINANCIAL STATEMENTS


	As of the respective period end date:											For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Corresponding to Lowest to Highest Expense Ratio							Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest ⁽¹⁾						Total Return Corresponding to Lowest to Highest Expense Ratio⁽¹⁾
International Equity Division
2024		1,630	$	2.416279		to	$	4.488649		$	4,207		2.82	%		0.35	%	to	1.25	%		2.64	%	to	3.57	%
2023		1,696		2.332928		to		4.373224	⁽²⁾		4,433		2.96			0.35		to	1.25			14.65		to	15.68	⁽²⁾
2022		1,887		2.016624		to		3.814274	⁽²⁾		4,134		2.46			0.35		to	1.25			(7.99	)	to	(7.16	) ⁽²⁾
2021		1,773		4.145278	⁽²⁾	to		5.930327			4,181		2.35			0.00	⁽⁴⁾	to	1.25			3.70		to	5.00
2020		1,713		3.997280	⁽²⁾	to		5.647675			3,916		3.58			0.00	⁽⁴⁾	to	1.25			(3.92	)	to	(2.71	)
Emerging Markets Equity Division
2024		2,866	$	1.037988		to	$	1.216765		$	3,619		1.50	%		0.35	%	to	1.25	%		2.72	%	to	3.66	%
2023		2,826		1.010464		to		1.173819	⁽²⁾		3,436		2.14			0.35		to	1.25			5.59		to	6.54	⁽²⁾
2022		2,874		0.957001		to		1.101801	⁽²⁾		3,186		1.31			0.35		to	1.25			(26.20	)	to	(25.54	) ⁽²⁾
2021		2,248		1.296801		to		15.578805			3,331		0.53			0.00	⁽⁴⁾	to	1.25			(5.74	)	to	(4.55	)
2020		2,101		1.375728		to		16.321818			3,277		2.28			0.00	⁽⁴⁾	to	1.25			25.28		to	26.86
Government Money Market Division
2024		553	$	1.423211		to	$	2.953211		$	869		4.96	%		0.35	%	to	1.25	%		3.68	%	to	4.62	%
2023		570		1.360326		to		2.848379	⁽²⁾		856		4.80			0.35		to	1.25			3.54		to	4.47	⁽²⁾
2022		659		1.302115		to		2.751015	⁽²⁾		933		1.34			0.35		to	1.25			0.11		to	1.01	⁽²⁾
2021		712		2.747974	⁽²⁾	to		43.483468			1,017		0.00	⁽³⁾		0.00	⁽⁴⁾	to	1.25			(1.23	)	to	0.01
2020		1,183		2.782276	⁽²⁾	to		43.480109			2,419		0.19			0.00	⁽⁴⁾	to	1.25			(0.94	)	to	0.31
Short-Term Bond Division
2024		1,005	$	1.180203		to	$	1.383462		$	1,354		3.32	%		0.35	%	to	1.25	%		3.72	%	to	4.67	%
2023		1,048		1.137835		to		1.321789	⁽²⁾		1,353		2.00			0.35		to	1.25			3.96		to	4.90	⁽²⁾
2022		971		1.094508		to		1.260105	⁽²⁾		1,196		1.36			0.35		to	1.25			(5.70	)	to	(4.85	) ⁽²⁾
2021		1,026		1.160639		to		13.941366			1,333		1.81			0.00	⁽⁴⁾	to	1.25			(1.33	)	to	(0.10	)
2020		921		1.176335		to		13.954768			1,259		2.28			0.00	⁽⁴⁾	to	1.25			3.00		to	4.29
Select Bond Division
2024		2,528	$	2.475586		to	$	14.221164		$	6,411		3.94	%		0.35	%	to	1.25	%		0.49	%	to	1.40	%
2023		2,217		2.441293		to		14.151716	⁽²⁾		5,701		2.59			0.35		to	1.25			4.87		to	5.82	⁽²⁾
2022		2,304		2.307053		to		13.493913	⁽²⁾		5,601		1.68			0.35		to	1.25			(14.40	)	to	(13.63	) ⁽²⁾
2021		2,347		15.764793	⁽²⁾	to		263.835613			6,605		2.14			0.00	⁽⁴⁾	to	1.25			(2.81	)	to	(1.59	)
2020		2,188		16.220194	⁽²⁾	to		268.089237			6,510		2.75			0.00	⁽⁴⁾	to	1.25			7.63		to	8.98
Long-Term U.S. Government Bond Division
2024		249	$	1.642259		to	$	1.642259		$	408		3.30	%		0.35	%	to	0.35	%		(6.11	) %	to	(6.11	) %
2023		267		1.749188	⁽²⁾	to		1.749188	⁽²⁾		466		2.43			0.35		to	0.35	⁽⁴⁾		2.97	⁽²⁾	to	2.97	⁽²⁾
2022		214		1.698809	⁽²⁾	to		1.698809	⁽²⁾		363		1.46			0.35		to	0.35	⁽⁴⁾		(29.78	) ⁽²⁾	to	(29.78	) ⁽²⁾
2021		209		2.120232		to		25.468271			506		0.87			0.00	⁽⁴⁾	to	1.25			(6.55	)	to	(5.37	)
2020		198		2.268738		to		26.913884			505		1.47			0.00	⁽⁴⁾	to	1.25			15.91		to	17.37
Inflation Protection Division
2024		787	$	1.351406		to	$	1.584132		$	1,220		3.08	%		0.35	%	to	1.25	%		0.69	%	to	1.60	%
2023		818		1.342162		to		1.559115	⁽²⁾		1,252		4.91			0.35		to	1.25			2.61		to	3.53	⁽²⁾
2022		846		1.308004		to		1.505890	⁽²⁾		1,253		3.31			0.35		to	1.25			(14.04	)	to	(13.27	) ⁽²⁾
2021		864		1.521651		to		18.278682			1,479		0.98			0.00	⁽⁴⁾	to	1.25			5.28		to	6.61
2020		831		1.445291		to		17.146141			1,403		1.99			0.00	⁽⁴⁾	to	1.25			8.21		to	9.57
High Yield Bond Division
2024		555	$	4.057769		to	$	4.860681		$	2,272		6.32	%		0.35	%	to	1.25	%		5.05	%	to	6.01	%
2023		557		3.827743		to		4.626815	⁽²⁾		2,162		5.64			0.35		to	1.25			11.84		to	12.85	⁽²⁾
2022		525		3.392006		to		4.136969	⁽²⁾		1,809		5.54			0.35		to	1.25			(12.43	)	to	(11.64	) ⁽²⁾
2021		521		4.724197	⁽²⁾	to		66.738383			2,026		5.30			0.00	⁽⁴⁾	to	1.25			4.00		to	5.31
2020		480		4.542495	⁽²⁾	to		63.375613			1,797		5.84			0.00	⁽⁴⁾	to	1.25			5.32		to	6.64

⁽²⁾ Revised from the previously issued financial statements to correct the presentation of the unit value or total return corresponding to the lowest and highest expense ratios.

⁽³⁾ Ratio is less than 0.005%.

F-24

NOTES TO FINANCIAL STATEMENTS


	As of the respective period end date:											For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Corresponding to Lowest to Highest Expense Ratio							Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest ⁽¹⁾						Total Return Corresponding to Lowest to Highest Expense Ratio⁽¹⁾
Multi-Sector Bond Division
2024		2,125	$	2.081256		to	$	2.081256		$	4,454		5.03	%		0.35	%	to	0.35	%		6.05	%	to	6.05	%
2023		1,897		1.962612	⁽²⁾	to		1.962612	⁽²⁾		3,754		2.52			0.35		to	0.35	⁽³⁾		9.32	⁽²⁾	to	9.32	⁽²⁾
2022		1,838		1.795218	⁽²⁾	to		1.795218	⁽²⁾		3,328		4.12			0.35		to	0.35	⁽³⁾		(15.69	) ⁽²⁾	to	(15.69	) ⁽²⁾
2021		1,771		1.866147		to		22.416380			3,782		2.15			0.00	⁽³⁾	to	1.25			(1.32	)	to	(0.08	)
2020		1,866		1.891030		to		22.433485			3,994		4.15			0.00	⁽³⁾	to	1.25			4.81		to	6.13
Balanced Division
2024		990	$	18.020572		to	$	311.423909		$	4,415		2.18	%		0.00	%	to	1.25	%		6.08	%	to	7.43	%
2023		1,263		16.987412	⁽²⁾	to		289.897985			5,530		2.03			0.00	⁽³⁾	to	1.25			11.67		to	13.07
2022		1,198		15.211922	⁽²⁾	to		256.387829			4,624		3.87			0.00	⁽³⁾	to	1.25			(15.20	)	to	(14.14	)
2021		1,156		17.938388	⁽²⁾	to		298.595878			5,772		2.46			0.00	⁽³⁾	to	1.25			6.23		to	7.56
2020		916		16.887105	⁽²⁾	to		277.610210			5,560		1.64			0.00	⁽³⁾	to	1.25			11.09		to	12.49
Asset Allocation Division
2024		109	$	3.370485		to	$	3.615525		$	396		2.05	%		0.35	%	to	0.65	%		9.00	%	to	9.33	%
2023		92		3.092205	⁽²⁾	to		3.307023	⁽²⁾		307		2.29			0.35		to	0.65	⁽³⁾		14.49	⁽²⁾	to	14.83	⁽²⁾
2022		142		2.700812	⁽²⁾	to		2.879844	⁽²⁾		412		2.92			0.35		to	0.65	⁽³⁾		(15.38	) ⁽²⁾	to	(15.13	) ⁽²⁾
2021		153		3.191828	⁽²⁾	to		3.393259	⁽²⁾		524		2.15			0.35		to	0.65	⁽³⁾		9.73	⁽²⁾	to	10.06	⁽²⁾
2020		172		2.908673	⁽²⁾	to		3.082984	⁽²⁾		533		2.36			0.35		to	0.65	⁽³⁾		12.70	⁽²⁾	to	13.04	⁽²⁾
Fidelity VIP Mid Cap Division
2024		280	$	7.782032		to	$	9.454749		$	2,618		0.54	%		0.35	%	to	1.25	%		16.02	%	to	17.08	%
2023		301		6.707303		to		8.075593	⁽²⁾		2,391		0.60			0.35		to	1.25			13.65		to	14.67	⁽²⁾
2022		324		5.901591		to		7.042196	⁽²⁾		2,254		0.49			0.35		to	1.25			(15.80	)	to	(15.04	) ⁽²⁾
2021		343		7.008987		to		88.496791			2,816		0.61			0.00	⁽³⁾	to	1.25			24.04		to	25.60
2020		360		5.650379		to		70.458211			2,377		0.62			0.00	⁽³⁾	to	1.25			16.60		to	18.07
Fidelity VIP Contrafund Division
2024		923	$	4.751604		to	$	5.569692		$	5,173		0.19	%		0.35	%	to	1.25	%		32.12	%	to	33.32	%
2023		967		3.596457		to		4.177703	⁽²⁾		4,076		0.47			0.35		to	1.25			31.80		to	32.99	⁽²⁾
2022		1,106		2.728684		to		3.141458	⁽²⁾		3,510		0.53			0.35		to	1.25			(27.23	)	to	(26.57	) ⁽²⁾
2021		1,043		3.749539		to		45.041088			4,478		0.06			0.00	⁽³⁾	to	1.25			26.25		to	27.83
2020		1,161		2.969929		to		35.233871			4,034		0.21			0.00	⁽³⁾	to	1.25			28.83		to	30.46
AMT Sustainable Equity Division
2024		279	$	3.855796		to	$	4.519558		$	1,256		0.22	%		0.35	%	to	1.25	%		24.27	%	to	25.40	%
2023		302		3.102751		to		3.604127	⁽²⁾		1,091		0.34			0.35		to	1.25			25.33		to	26.46	⁽²⁾
2022		308		2.475672		to		2.850099	⁽²⁾		881		0.46			0.35		to	1.25			(19.48	)	to	(18.75	) ⁽²⁾
2021		291		3.357091	⁽²⁾	to		36.931533			1,025		0.37			0.00	⁽³⁾	to	0.65	⁽³⁾		22.68	⁽²⁾	to	23.48
2020		313		2.736519	⁽²⁾	to		29.909730			899		0.62			0.00	⁽³⁾	to	0.65	⁽³⁾		18.79	⁽²⁾	to	19.56
U.S. Strategic Equity Division
2024		112	$	4.603258		to	$	4.603258		$	516		0.93	%		0.35	%	to	0.35	%		20.08	%	to	20.08	%
2023		114		3.833544	⁽²⁾	to		3.833544	⁽²⁾		434		0.77			0.35		to	0.35	⁽³⁾		25.85	⁽²⁾	to	25.85	⁽²⁾
2022		130		3.046092	⁽²⁾	to		3.046092	⁽²⁾		395		0.61			0.35		to	0.35	⁽³⁾		(21.13	) ⁽²⁾	to	(21.13	) ⁽²⁾
2021		124		3.862348	⁽²⁾	to		3.862348	⁽²⁾		479		0.56			0.35		to	0.35	⁽³⁾		19.98	⁽²⁾	to	19.98	⁽²⁾
2020		125		3.219218	⁽²⁾	to		3.219218	⁽²⁾		403		0.47			0.35		to	0.35	⁽³⁾		23.40	⁽²⁾	to	23.40	⁽²⁾
U.S. Small Cap Equity Division
2024		61	$	3.986158		to	$	4.395514		$	262		1.58	%		0.35	%	to	1.25	%		7.17	%	to	8.15	%
2023		67		3.719374		to		4.064373	⁽²⁾		265		0.69			0.35		to	1.25			12.20		to	13.21	⁽²⁾
2022		67		3.314895		to		3.590090	⁽²⁾		235		0.20			0.35		to	1.25			(17.00	)	to	(16.25	) ⁽²⁾
2021		63		3.993712		to		4.286640	⁽²⁾		267		0.25			0.35		to	1.25			24.23		to	25.35	⁽²⁾
2020		63		3.214751		to		3.419722	⁽²⁾		212		0.05			0.35		to	1.25			11.30		to	12.31	⁽²⁾

⁽²⁾ Revised from the previously issued financial statements to correct the presentation of the unit value or total return corresponding to the lowest and highest expense ratios.

F-25

NOTES TO FINANCIAL STATEMENTS


	As of the respective period end date:											For the respective period ended:
	Units Outstanding (000’s)		Unit Value, Corresponding to Lowest to Highest Expense Ratio							Net Assets (000’s)		Dividend Income as a % of Average Net Assets			Expense Ratio, Lowest to Highest⁽¹⁾						Total Return Corresponding to Lowest to Highest Expense Ratio⁽¹⁾
International Developed Markets Division
2024		279	$	2.162645		to	$	2.383122		$	604		2.99	%		0.35 %		to	0.65 %			2.10	%		to	2.41	%
2023		382		2.111693	⁽²⁾	to		2.333997	⁽²⁾		808		1.26			0.35		to	0.65	⁽³⁾		15.51		⁽²⁾	to	15.86		⁽²⁾
2022		426		1.822675	⁽²⁾	to		2.020571	⁽²⁾		778		0.00			0.35		to	0.65	⁽³⁾		(13.61	)	⁽²⁾	to	(13.35	)	⁽²⁾
2021		401		2.103441	⁽²⁾	to		2.338794	⁽²⁾		845		2.53			0.35		to	0.65	⁽³⁾		11.93		⁽²⁾	to	12.26		⁽²⁾
2020		435		1.873698	⁽²⁾	to		2.089593	⁽²⁾		819		1.23			0.35		to	0.65	⁽³⁾		4.39		⁽²⁾	to	4.71		⁽²⁾
Strategic Bond Division
2024		911	$	2.303896		to	$	2.303896		$	2,101		4.93	%		0.35 %		to	0.35 %			0.47	%		to	0.47	%
2023		832		2.293080	⁽²⁾	to		2.293080	⁽²⁾		1,912		2.93			0.35		to	0.35	⁽³⁾		3.65		⁽²⁾	to	3.65		⁽²⁾
2022		815		2.212282	⁽²⁾	to		2.212282	⁽²⁾		1,807		2.47			0.35		to	0.35	⁽³⁾		(14.58	)	⁽²⁾	to	(14.58	)	⁽²⁾
2021		790		2.162708		to		28.706174			2,050		0.90			0.00	⁽³⁾	to	1.25			(3.04	)		to	(1.82	)
2020		808		2.230428		to		29.237785			2,195		1.83			0.00	⁽³⁾	to	1.25			7.09			to	8.43
Global Real Estate Securities Division
2024		509	$	4.249128		to	$	5.179618		$	2,692		2.29	%		0.35 %		to	1.25 %			0.15	%		to	1.06	%
2023		529		4.242859		to		5.125359	⁽²⁾		2,762		1.82			0.35		to	1.25			9.18			to	10.16		⁽²⁾
2022		538		3.886061		to		4.652506	⁽²⁾		2,452		1.31			0.35		to	1.25			(27.68	)		to	(27.02	)	⁽²⁾
2021		509		5.373126		to		71.324137			3,181		4.89			0.00	⁽³⁾	to	1.25			25.62			to	27.19
2020		531		4.277349		to		56.074809			2,632		1.52			0.00	⁽³⁾	to	1.25			(6.36	)		to	(5.18	)
LifePoints Moderate Strategy Division
2024		513	$	1.635588		to	$	1.917206		$	920		3.46	%		0.35 %		to	1.25 %			5.15	%		to	6.11	%
2023		562		1.555433		to		1.806818	⁽²⁾		957		1.57			0.35		to	1.25			9.94			to	10.93		⁽²⁾
2022		574		1.414783		to		1.628787	⁽²⁾		885		1.83			0.35		to	1.25			(16.70	)		to	(15.95	)	⁽²⁾
2021		580		1.698371		to		1.937804	⁽²⁾		1,070		4.23			0.35		to	1.25			6.89			to	7.85		⁽²⁾
2020		588		1.588894		to		1.796695	⁽²⁾		1,011		2.03			0.35		to	1.25			5.08			to	6.03		⁽²⁾
LifePoints Balanced Strategy Division
2024		879	$	1.837679		to	$	2.154152		$	1,756		2.98	%		0.35 %		to	1.25 %			8.11	%		to	9.10	%
2023		862		1.699794		to		1.974562	⁽²⁾		1,583		1.41			0.35		to	1.25			13.11			to	14.12		⁽²⁾
2022		897		1.502842		to		1.730220	⁽²⁾		1,447		1.96			0.35		to	1.25			(17.39	)		to	(16.64	)	⁽²⁾
2021		720		1.819166		to		2.075714	⁽²⁾		1,384		4.86			0.35		to	1.25			11.64			to	12.64		⁽²⁾
2020		585		1.629523		to		1.842719	⁽²⁾		1,015		2.15			0.35		to	1.25			6.31			to	7.27		⁽²⁾
LifePoints Growth Strategy Division
2024		714	$	1.966185		to	$	2.304795		$	1,519		2.46	%		0.35 %		to	1.25 %			10.54	%		to	11.55	%
2023		744		1.778682		to		2.066219	⁽²⁾		1,430		0.81			0.35		to	1.25			16.50			to	17.55		⁽²⁾
2022		927		1.526760		to		1.757763	⁽²⁾		1,502		1.36			0.35		to	1.25			(18.23	)		to	(17.49	)	⁽²⁾
2021		860		1.867142		to		2.130455	⁽²⁾		1,698		4.73			0.35		to	1.25			15.99			to	17.03		⁽²⁾
2020		773		1.609785		to		1.820383	⁽²⁾		1,304		1.62			0.35		to	1.25			8.38			to	9.36		⁽²⁾
LifePoints Equity Growth Strategy Division
2024		344	$	1.911681		to	$	2.240933		$	658		2.30	%		0.35 %		to	1.25 %			11.68	%		to	12.69	%
2023		342		1.711777		to		1.988514	⁽²⁾		586		0.62			0.35		to	1.25			18.04			to	19.10		⁽²⁾
2022		519		1.450150		to		1.450150	⁽²⁾		752		1.26			1.25	⁽³⁾	to	1.25			(18.70	)		to	(18.70	)	⁽²⁾
2021		484		1.783706		to		1.783706	⁽²⁾		863		5.07			1.25	⁽³⁾	to	1.25			18.13			to	18.13		⁽²⁾
2020		467		1.509990		to		1.707568	⁽²⁾		705		2.07			0.35		to	1.25			6.91			to	7.88		⁽²⁾
Credit Suisse Trust Commodity Return Strategy Division
2024		260	$	5.622554		to	$	6.357958		$	1,656		3.17	%		0.35 %		to	1.25 %			3.81	%		to	4.75	%
2023		240		5.416250		to		6.069481	⁽²⁾		1,462		21.44			0.35		to	1.25			(10.02	)		to	(9.21	)	⁽²⁾
2022		245		6.019683		to		6.685526	⁽²⁾		1,647		17.00			0.35		to	1.25			14.90			to	15.94		⁽²⁾
2021		290		5.238853		to		5.986523			1,681		5.13			0.00	⁽³⁾	to	1.25			26.90			to	28.49
2020		302		4.128458		to		4.659188			1,357		5.59			0.00	⁽³⁾	to	1.25			(2.71	)		to	(1.48	)

⁽²⁾ Revised from the previously issued financial statements to correct the presentation of the unit value or total return corresponding to the lowest and highest expense ratios.

F-26

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, 2024 and 2023 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, 2024, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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.

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, 2024 and 2023, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2024.

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 opinions.

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.

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.

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.

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.

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

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 (OCI) (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.

The Company has been granted a permitted accounting practice from the Office of 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% Surplus 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 to permit the continued full admission of the Company’s total net negative IMR above the 10% Surplus Threshold.

As of December 31, 2024 and 2023, the Company’s adjusted capital and surplus as determined under INT 23-01 was $25.6 billion and $25.8 billion, respectively. As of December 31, 2024, the Company’s net negative IMR balance exceeded the 10% Surplus Threshold by $567 million and its net negative IMR balance of $3,122 million was fully admitted. The Company’s unamortized general account IMR balance represents 12% of its adjusted capital and surplus as of December 31, 2024. The Company allocated an amount equal to its admitted net negative IMR balance of $3,122 million to a special surplus fund as of December 31, 2024 as required by INT 23-10. The Company does not maintain separate account IMR.

The permitted practice is subject to certain conditions, which were and have been met by the Company. As of December 31, 2024 and 2023, if the Company had not used the above permitted practice, 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:

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.

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 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 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.

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 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. Most 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 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 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 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.

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 insurance 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.

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 with regard to its net negative IMR balance.

INT 23-01 requires the following disclosures related to the admittance of net negative IMR. The following statements apply for the periods ending December 31, 2024 and 2023:

a. Fixed income investments generating IMR losses comply with the Company’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 the Company’s derivative use plan 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).

At December 31, 2024, the unamortized IMR balance included $1,977 million of capital gains offset by $2,752 million of capital losses related to derivatives carried at fair value upon termination.

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.

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

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.

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 $44 million and $30 million at December 31, 2024 and 2023, respectively, are included in other assets in the statutory statements of financial position and are net of accumulated depreciation of $115 million and $96 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 $585 million and $552 million at December 31, 2024 and 2023, respectively. Depreciation expense for IT equipment and software totaled $220 million, $198 million and $179 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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 $86 million and $99 million at December 31, 2024 and 2023, respectively. Depreciation expense for furniture, fixtures and equipment totaled $14 million, $16 million and $18 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

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.

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.

The Company has evaluated events subsequent to December 31, 2024 through February 17, 2025, 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, 2024 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.

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 to net investment income, 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, 2024 and 2023, summarized by asset categories required in the NAIC Annual Statement, were as follows:

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 NAIC designation category at December 31, 2024 and 2023 was as follows:

Based on statement value, 94% and 93% of the Company’s bond portfolio was designated investment grade (i.e., designated 1 or 2 by the NAIC) as of December 31, 2024 and 2023, respectively.

Statement value and fair value of structured securities at December 31, 2024 and 2023, aggregated by investment grade or below investment grade (i.e., designated 3, 4, 5 or 6 by the NAIC), were as follows:

Based on statement value, over 99% of the Company’s structured securities portfolio was designated as investment grade at each of December 31, 2024 and 2023. 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, 2024 and 2023.

Statement value and fair value of bonds and short-term investments by contractual maturity at December 31, 2024 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.

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 $128 million and $129 million at December 31, 2024 and 2023, respectively.

The statement value of mortgage loans by collateral property type and geographic location at December 31, 2024 and 2023 was as follows:

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 $2.0 billion and $2.2 billion at December 31, 2024 and 2023, respectively.

Interest rates and loan-to-value (LTV) ratio information for the Company’s mortgage loans originated or refinanced during 2024 and 2023 is summarized below.

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 years ending December 31, 2024 and 2023, the maximum LTV ratios were 66% and 132%, respectively. For 2023, the maximum LTV ratio of 132% was due to one loan with a statement value of less than $1 million. Excluding this loan, the highest LTV ratio during 2023 was 69% related to a loan with a statement value of $65 million. At December 31, 2024 and 2023, the aggregate weighted-average LTV ratio for the mortgage loan portfolio was 56% and 55%, respectively.

The statement value of mortgage loans by collateral property type and LTV ratio at December 31, 2024 and 2023 was as follows:

The aggregate statement value of mortgage loans with LTV in excess of 100% was $1,028 million and $346 million at December 31, 2024 and December 31, 2023, 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 reported value of the mortgage loan is reduced. The Company reported realized capital losses of $12 million on one mortgage loan that was restructured and then refinanced at current market interest rates during the year ended December 31, 2024, and none in 2023. The Company had no mortgage loans at either of December 31, 2024 or December 31, 2023 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, 2024 or 2023. The Company had three mortgage loans in the process of foreclosure at December 31, 2024 and one at December 31, 2023. All remaining mortgage loans were current on principal payments and contractual interest as of December 31, 2024 and December 31, 2023. The Company recognized other-than-temporary impairment losses on mortgage loans of $43 million and $37 million for the years ended December 31, 2024 and 2023, respectively.

Common stocks are generally reported at fair value, with $2,727 million and $2,395 million included in the statutory statements of financial position at December 31, 2024 and 2023, 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 NAIC are reported at amortized cost. Redeemable preferred stocks designated 4, 5 or 6 by the NAIC 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, 2024 and 2023, the statutory statements of financial position included $613 million and $457 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 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.

The statement value of real estate investments by property type and U.S. geographic location at December 31, 2024 and 2023 was as follows:

The Company’s home office properties are included above (Office/Midwest) and had an aggregate statement value of $696 million and $563 million at December 31, 2024 and 2023, respectively. The Company’s other investments in real estate are held for the production of income.

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, 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.

The statement value of other investments held directly or indirectly by the Company at December 31, 2024 and 2023 was as follows:

At 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 15 years and 13 years of unexpired credits at December 31, 2024 and 2023, respectively. The required holding period for tax credit properties is 15 years. The amount of tax credits and other tax benefits recognized for both 2024 and 2023 was $167 million. 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.

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, 2024 and 2023, the value of wholly-owned SCA investments were as follows:

Investment filings for all common stock SCAs were submitted to the NAIC during 2024. In all cases, the NAIC accepted the statement value.

The sources of net investment income for the years ended December 31, 2024, 2023 and 2022 were as follows:

For the years ended December 31, 2024, 2023 and 2022 bond investment income included $35 million, $12 million and $51 million of prepayment fees, respectively, generated as a result of 98, 43 and 175 securities, respectively, tendered or otherwise redeemed as a result of a callable feature. For the years ended December 31, 2024 and 2023, the Company had $539 million and $406 million, respectively, 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 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, 2024, 2023 and 2022 were as follows:

Realized capital gains and losses are generally the result of normal investment trading activity. Proceeds from the sale of bonds totaled $26 billion, $26 billion, and $28 billion for the years ended December 31, 2024, 2023 and 2022, 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 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, 2024, 2023 and 2022 were as follows:

In addition to the realized capital losses above, $108 million, $99 million and $11 million of other-than-temporary impairments were recorded by the Company’s unconsolidated non-insurance subsidiaries for the years ended December 31, 2024, 2023 and 2022, 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 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.

Changes in net unrealized capital gains and losses for the years ended December 31, 2024, 2023 and 2022 were as follows:

Changes in net unrealized capital gains and losses for the years ended December 31, 2024, 2023 and 2022 included the reversal of previously unrealized capital gains of $(1,177) million, $(1,920) million and $(1,461) 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, 2024 and 2023 were as follows:

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, 2024, 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.

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, 2024 and 2023, the statement and fair values of NAIC 5GI securities were as follows:

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 2024 and 2023:

During 2024 and 2023, securities sold under repurchase agreements included the following characteristics:

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, 2024 and 2023 was as follows:

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.

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.

At December 31, 2024 and 2023, 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 2024 and 2023. See Note 4 for more information regarding the Company’s derivative portfolio.

The statement value of restricted assets at December 31, 2024 and 2023, summarized by type of restriction, was as follows:

The statement and fair values of collateral received at December 31, 2024 and 2023 were as follows:

At December 31, 2024 and 2023, derivative collateral received was less than $1 million and $5 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.

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.

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, 2024 and 2023 was as follows:

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.

The fair value of collateral posted by the Company at December 31, 2024 and 2023 was as follows:

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.

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.

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.

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 $506 million and $499 million for the years ended December 31, 2024 and 2023, respectively. The average fair value of outstanding derivative liabilities not designated as hedging instruments was $148 million and $171 million for the years ended December 31, 2024 and 2023, 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.

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 11 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.

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.

The effects of the Company’s use of derivative instruments on the statutory statements of financial position at December 31, 2024 and 2023 were as follows:

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.

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, 2024, 2023 and 2022 were as follows:

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, 2024, 2023 and 2022. Realized gains and losses derived from derivative transactions are reported in Other Investments in the investing activities section of the statutory statements of cash flows.

General account policy benefit reserves at December 31, 2024 and 2023 were as follows:

See Note 9 for more information regarding the Company’s use of reinsurance and the related impact on policy benefit 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, 2024, the Company had $2.4 trillion of total life insurance in force, including $11 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.

At December 31, 2024 and 2023, the account and cash values related to the Company’s general account life reserves were as follows:

At December 31, 2024 and 2023, the withdrawal characteristics of the Company’s separate account life reserves were as follows:

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 tables above at December 31, 2024 and 2023.

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 fund liabilities at December 31, 2024 and 2023 were $15.8 billion and $13.1 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 (or if a supplementary contract was not previously elected for the beneficiary by the policy owner), 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 $255 million and $262 million at December 31, 2024 and 2023, respectively. Accounts were credited with interest at annual rates ranging from 4.00% to 5.18% and 3.66% to 5.20% during 2024 and 2023, respectively. The crediting interest rates changed 41 times and 46 times during 2024 and 2023, respectively.

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 in assets which generally have higher yields than the interest charges on the corresponding funding agreements. 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, 2024 and 2023, the Company held $158 million and $135 million of FHLBC activity stock, respectively. The amount of collateral pledged to the FHLBC was as follows:

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

The Company has established a $20 billion global FABN program. As part of this program, a special purpose entity issues notes (Notes) with a term of three to ten years 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, 2024 and 2023, the Company had issued and outstanding funding agreements of $8.3 billion and $6.2 billion, respectively.

The Company has established a funding agreement-backed commercial paper program (the “FACP Program”). Under the FACP Program, a special purpose entity, Northwestern Mutual ShortTerm 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. The Company had outstanding FACP Program funding agreements of $251 million as of December 31, 2024 and none outstanding as of December 31, 2023.

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.

At December 31, 2024 and 2023, the withdrawal characteristics of the Company’s general account and separate account annuity reserves and deposit funds were as follows:

Of the individual annuity reserves at book value less surrender charge of 5% or more noted above, the Company expects that $3 million of those reserves will have less than a 5% surrender charge and be reported with the amounts at book value without adjustment in 2025.

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, 2024 and 2023.

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, 2024 and 2023 were as follows:

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.

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.

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, 2024 and 2023, reserves required as a result of AAT were as follows:

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 $1,819 million and $1,565 million at December 31, 2024 and 2023, respectively.

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, 2024 and 2023 were as follows:

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 attributable to GMDB at both December 31, 2024 and 2023.

Premiums and other considerations received from variable annuity and variable life insurance policyowners were $1.6 billion and $1.5 billion for the years ended December 31, 2024 and 2023, 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:

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, 2024 and 2023 and does not expect to make a contribution to the plans during 2025.

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 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.

Aggregate plan assets of the defined benefit pension plans and postretirement benefit plans at December 31, 2024 and 2023, and changes in these assets for the years then ended, were as follows:

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.

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, 2024 and 2023 were as follows:

At each of December 31, 2024 and 2023, other investments were comprised of cash and short-term investments.

Aggregate projected benefit obligations (PBOs) of the defined benefit pension plans and postretirement benefit plans at December 31, 2024 and 2023 and changes in these obligations for the years then ended were as follows:

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 $5.2 billion and $5.4 billion for the years ended December 31, 2024 and 2023, respectively. Experience (gains)/losses for each of the years ended December 31, 2024 and 2023 primarily reflect the impact of changes in the PBO discount rate.

The assumptions used in estimating the projected benefit obligations at December 31, 2024 and 2023 and the net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022 were as follows:

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:

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.

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, 2024 and 2023.

The PBO for defined benefit plans above included $1,097 million and $1,162 million related to unfunded non-qualified plans at December 31, 2024 and 2023, respectively. In the aggregate, the fair value of qualified defined benefit plan assets represented 122% and 119% of the projected benefit obligations of these plans at December 31, 2024 and 2023, 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 changes in surplus 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, 2024 and 2023:

The components of net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022 were as follows:

The expected benefit payments by the defined benefit plans and the postretirement benefit plans for the years 2025 through 2034 are as follows:

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, 2024, 2023 and 2022, the Company expensed total contributions to these plans of $40 million, $39 million and $37 million, respectively. In lieu of making matching contributions to the employee 401(k) plan in 2024, 2023 and 2022, the Company awarded additional cash balance credits.

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, 2024 and 2023, the net amount due from NLTC under this agreement was $53 million and $48 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 at both December 31, 2024 and 2023. The Company does not have any reinsurance contracts that are subject to Actuarial Guideline 48.

The effects of reinsurance on premium revenue and total benefits for the years ended December 31, 2024, 2023 and 2022 were as follows:

In addition, the Company received $111 million, $115 million and $120 million in allowances from reinsurers for reimbursement of commissions and other expenses on ceded business for the years ended December 31, 2024, 2023 and 2022, respectively. These amounts are reported in other income in the statutory statements of operations. For the years ended December 31, 2024, 2023 and 2022, the Company incurred $121 million, $113 million and $116 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 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, 2024 and 2023 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.

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:

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, 2024, 2023 and 2022 related to ordinary taxable income (loss) were as follows:

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, including both changes in risk-free market interest rates and market credit spreads, are deferred to the IMR net of any related tax expense or benefit. Current tax (benefit) expense of $(250) million, $(613) million and $(819) million was included in net IMR deferrals for the years ended December 31, 2024, 2023 and 2022, respectively. In addition, net realized capital gains and losses as reported in the statutory statements of operations included current tax expense of $59 million, $142 million and $171 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The table below shows how the Company’s income tax expense or benefit for the years ended December 31, 2024, 2023 and 2022 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):

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 (received) net income tax payments (refunds), including subsidiaries, of $(391) million, $0 million and $135 million to (from) the IRS during the years ended December 31, 2024, 2023 and 2022, 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 2024, 2023 and 2022 that are available for recoupment are $1 million, $0 million and $1 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 Code.

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, 2024 and 2023 contingent liabilities were as follows:

There were no uncertain tax positions or interest-related expense included in contingent tax liabilities at December 31, 2024 and 2023.

The Inflation Reduction Act created a new corporate minimum tax (CAMT) effective for calendar year taxpayers January 1, 2023. The company is an applicable reporting entity and the accompanying statutory financial statements include an estimated impact of the CAMT of zero for years ended December 31, 2024 and 2023.

The components of net deferred tax assets reported in the statutory statements of financial position at December 31, 2024 and 2023 were as follows:

The Company exceeded the minimum risk-based capital (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, 2024 and 2023.

Significant components of the calculation of net admitted deferred tax assets at December 31, 2024 and 2023 were as follows (in millions):

Refinement of reversal patterns resulted in additional deferred tax assets (DTAs) to be admitted for the year ended December 31, 2024. The impact was not material to net admitted DTAs.

All gross deferred tax liabilities have been recognized at December 31, 2024 and 2023. The Company did not employ tax planning strategies in its valuation allowance assessment at December 31, 2024 and 2023. The Company employed tax planning strategies that rely on the use of reinsurance in its determination of the net admitted ordinary DTAs at December 31, 2024. The Company did not employ tax planning strategies in its determination of any net admitted DTAs at December 31, 2023. At December 31, 2024 and 2023, the percentage of ordinary character net DTAs admitted as a result of tax planning strategies was 4% and 0%, respectively.

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 $8.7 billion and $7.9 billion at December 31, 2024 and 2023, respectively, and were extended at market interest rates and terms.

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, 2024.

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 14 years at December 31, 2024.

The following is a summary of the guarantees provided by the Company that were outstanding at December 31, 2024 and 2023, including both the maximum potential exposure under the guarantees and the financial statement liability reported based on fair value of the guarantees.

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.

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 $15 million of capital to NLTC in each of the years ended December 31, 2024 and 2023. The Company has contributed a total of $260 million to NLTC through December 31, 2024. The Company reported a payable to NLTC of $73 million and $62 million at December 31, 2024 and 2023, 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.

The following table summarizes the surplus notes issued by the Company and outstanding at December 31, 2024:

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.

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. The Company is not aware of any single investor that holds 10% or more of the 2010, 2017, 2019, or 2021 notes, with the exception of Nippon Life Insurance Company of Japan, which held $250 million in principal amount of the 2010 notes at December 31, 2024.

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, 2024 and 2023 were as follows:

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 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 consist primarily 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 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.

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

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 investments primarily consist of derivative assets (as described above), 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 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.

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 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.

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, funding agreements 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.

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.

The following tables summarize assets and liabilities measured and reported at fair value in the statutory statements of financial position at December 31, 2024 and 2023.

During 2024 and 2023, 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, 2024 and 2023.

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.

We have audited the statutory financial statements of The Northwestern Mutual Life Insurance Company (the “Company”) as of December 31, 2024 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, 2024 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.

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.

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.

If response to 4.01 above is yes, detail is not required for interrogatories 5 – 10.

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 ( )

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 ( )

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)

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 ( )

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 ( )

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:

Amount and percentage of the reporting entity’s total admitted assets held in the following categories of mortgage loans:

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:

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 ( )

PART C
OTHER INFORMATION

Item 27. Exhibits

(a)

Financial Statements

(1)

NML Variable Annuity Account C

Included in the Statement of Additional Information are:
Statements of Assets and Liabilities as of the end of the most recent fiscal year
Statements of Operations as of the end of the most recent fiscal year
Statements of Changes in Net Assets for each of the two most recent fiscal years
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm

(2)

The Northwestern Mutual Life Insurance Company

Included in the Statement of Additional Information are:
Consolidated Statement of Financial Position at the end of each of the most recent two fiscal years
Consolidated Statement of Operations for each of the three most recent fiscal years
Consolidated Statement of Changes in Surplus for each of the three most recent fiscal years
Consolidated Statement of Cash Flows for each of the most recent three fiscal years
Notes to Consolidated Statutory Financial Statements
Report of Independent Registered Public Accounting Firm

(b)

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 NML Variable Annuity Account C Operating Authority, authorizing registration as an Investment Company; and approval of Network Edition Variable Annuity Contract	Exhibit (b)(1)(a) to Form N-4 Post-Effective Amendment
(a)(2)	Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company creating the Account	Exhibit B(1)(a) to Form N-4 Post-Effective Amendment
(a)(3)	Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company to use the Account to facilitate the issuance and maintenance of the Contracts and renaming the Account “NML Variable Annuity Account C”	Exhibit B(1)(b) to Form N-4 Post-Effective Amendment
(b)	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
(c)	Not applicable
(d)(1)	Form of Group Combination Annuity Contract, NVP.1C.(0594), including Amended Application form (sex neutral)	Exhibit B(4)(a) to Form N-4 Post-Effective Amendment
(d)(2)	Simplified-load Schedule. Referenced to Group Combination Annuity Contract, NVP.1C.(0594) (sex neutral), filed as Exhibit B(4)(a) to Form N-4 Post- Effective Amendment No. 22 for NML Variable Annuity Account C, File No. 2-89905-01, on May 31, 2001	Exhibit (b)(4)(a)(2) to Form N-4 Post-Effective Amendment No. 28 for NML Variable Annuity Account C, File No. 2-89905-01, filed on February 16, 2006
(d)(3)	Form of Group Combination Annuity Contract – Account C, NPV.1C. Referenced to Exhibit 4 to Form N-4 Post- Effective Amendment No. 9 for NML Variable Annuity Account C, File No. 2-89905-01, filed on October 28, 1991	Exhibit (b)(4)(b) to Form N-4 Post-Effective Amendment
(d)(4)	Specimen Form of Group Annuity Contract – Account C, MP V 1C. Referenced to Exhibit 4 to Form S-1 Registration Statement for NML Variable Annuity Account C, File No. 2-89905-01, filed on March 12, 1984	Exhibit (b)(4)(c) to Form N-4 Post-Effective Amendment

C-1

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(e)	Form of Application (0594)	Exhibit B(5) to Form N-4 Post-Effective Amendment
(f)(1)	Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972)	EX-99.B1 to Form N-4 Post-Effective Amendment
(f)(2)	Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002	Exhibit B(6) to Form N-4 Post-Effective Amendment
(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 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005
(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)(a)(3)	Amendment No. 2 dated July 24, 2024 to the Participation Agreement dated March 16, 1999, among Russell Investment Funds, and Russell Investments Financial Services, LLC (f/k/a Russell Fund Distributors, Inc.) and The Northwestern Mutual Life Insurance Company	Exhibit (h)(a)(3) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No. 333-230143, filed on February 14, 2025
(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 for NML Variable Annuity Account B, File No. 2-29240, filed on 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, for Northwestern Mutual Variable Life Account II, 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)(b)(4)	Amendment No. 2 dated July 24, 2024, to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Company LLC (formerly Fidelity Distributors Corporation) and each of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products III, and Variable Insurance Products Fund V	Exhibit (h)(b)(4) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No. 333-230143, filed on February 14, 2025
(h)(c)(1)	Participation Agreement dated April 30, 2007 among Neuberger Berman Advisors Management Trust, Neuberger Berman Management Inc., and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 24, for NML Variable Annuity Account A, File No. 333-72913, filed on April 25, 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)(c)(3)	Amendment No. 2 dated July 24, 2024, to Participation Agreement dated April 30, 2007, among Neuberger Berman Advisers Management Trust, Neuberger Berman BD LLC (formerly Neuberger Berman Management, Inc.), and The Northwestern Mutual Life Insurance Company	Exhibit (h)(c)(3) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No. 333-230143, filed on February 14, 2025
(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 (b)(8)(d) to Form N-4 Post-Effective Amendment No. 27 for NML Variable Annuity Account A, File No. 333-72913, filed on October 1, 2013

C-2

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(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)(d)(3)	Assignment and Assumption Agreement dated April 24, 2024 among Credit Suisse Securities (USA) LLC, and UBS Asset Management (US) Inc.	Exhibit (h)(d)(3) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No.333-230143, filed on February 14, 2025
(h)(d)(4)	Amendment No. 2 dated July 24, 2024, to Participation Agreement dated September 27, 2013, among Credit Suisse Trust, UBS Asset Management (Americas) LLC (formerly Credit Suisse Asset Management, LLC), and UBS Asset Management (US) Inc. (formerly Credit Suisse Securities (USA) LLC), and The Northwestern Mutual Life Insurance Company	Exhibit (h)(d)(4) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No.333-230143, filed on February 14, 2025
(h)(e)	Form of Amendment to Participation Agreement Regarding Rule 498	Exhibit (b)(8)(i) to Form N-4 Post-Effective Amendment
(i)(1)	Administrative Service Fee Agreement dated February 28, 1999 between The Northwestern Mutual Life Insurance Company and Frank Russell Company	Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005
(i)(a)(2)	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 for NML Variable Annuity Account A, File No. 333-133380, filed on August 8, 2006
(i)(b)(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 for NML Variable Annuity Account A, File No. 333-133380, filed on August 8, 2006
(i)(3)	Form of Administrative Services Agreement	Exhibit (b)(8)(f) to Form N-4 Post-Effective Amendment No. 17 for NML Variable Annuity Account A, File No. 333-72913, filed on April 20, 2007
(i)(4)	Form of Shareholder Information Agreement	Exhibit (b)(8)(g) to Form N-4 Post-Effective Amendment No. 17 for NML Variable Annuity Account A, File No. 333-72913, filed on April 20, 2007
(j)(1)	Power of Attorney	Exhibit (j)(1) to Form N-6 Post-Effective Amendment No. 12 for Northwestern Mutual Variable Life Account II, File No.333-230143, filed on February 14, 2025
(j)(2)	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)	Consent of PricewaterhouseCoopers LLP	Filed herewith
(m)	Not applicable
(n)	Not applicable
(o)	Not applicable

Item 28. 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 annuity contracts 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, 2025

Name	Address
Anne F. Ackerley	Senior Advisor - BlackRock (Retirement Group) BlackRock 50 Hudson Yards New York, NY 10001

C-3

Name	Address
Aarti S. Shah	Retired Senior Vice President, Chief Information and Digital Officer Eli Lilly 13360 Sioux Trail Carmel, IN 46033

Ralph A. Weber	General Counsel Marquette University 1250 W Wisconsin Avenue Milwaukee, WI 53233

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, 2025

Timothy J. Gerend	Chairman, President & Chief Executive Officer
John E. Bentley	Executive Vice President & Chief Investment Officer
Kelly I. Culler	Executive Vice President & Chief People Officer
David L. Gordon	Executive Vice President & Chief Digital & Information Officer
Todd M. Jones	Executive Vice President & Chief Financial Officer
Raymond J. Manista	Executive Vice President, Chief Legal & Public Affairs Officer
John C. Roberts	Executive Vice President & Chief Field Officer
Jeffrey D. Sippel	Executive Vice President & Chief Strategy Officer
Kamilah D. Williams-Kemp	Executive Vice President & Chief Product Officer

The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 29. 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 December 31, 2024 are set forth on the following pages. In addition to these subsidiaries, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:

NML Variable Annuity Account A

NML Variable Annuity Account B

NML Variable Annuity Account C

Northwestern Mutual Variable Life Account

Northwestern Mutual Variable Life Account II

NORTHWESTERN MUTUAL CORPORATE STRUCTURE(1)

(as of December 31, 2024)

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Operating Subsidiaries
Mason Street Advisors LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwestern Long Term Care Insurance Company(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100
Northwestern Mutual Investment Management Company LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwestern Mutual Investment Services LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100

C-5

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
NM Van Buren LLC(2)	Delaware	NML Securities Holdings LLC	100
NM VI Holdings LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-808 West LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NMC JCAF VI CARRY LP(2)	Delaware	Northwestern Mutual Investment Management Company LLC	35.71
NMC V GP LLC(2)	Delaware	NM GP Holdings LLC	100
NMC VI GP LLC(2)	Delaware	NM GP Holdings LLC	100
NM-Hemlock LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-Jasper LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NML Development Corporation(2)	Delaware	NML Securities Holdings LLC	100
NML Real Estate Holdings LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100
NML Securities Holdings LLC(2)	Wisconsin	The Northwestern Mutual Life Insurance Company	100
NMLSP1 LLC(2)	Delaware	NML Securities Holdings LLC	100
NM-MNO LLC(2)	Delaware	NM Career Distribution Holdings LLC	100
NM-Muse LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NMPE I GP LLC(2)	Delaware	NM GP Holdings LLC	100
NMPE II GP LLC(2)	Delaware	NM GP Holdings LLC	100
NMPE III GP LLC(2)	Delaware	NM GP Holdings LLC	100
NMPE IV GP LLC(2)	Delaware	NM GP Holdings LLC	100
NM-Port Royale LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-Pulse LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-RESA LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NMRM Holdings LLC(2)	Delaware	NML Real Estate Holdings LLC	100
NM-SAS LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-Skye LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NM-Target Distribution Center 1 LLC(2)	Delaware	NM-Target.com Distribution Center LLC	89
NM-Target Distribution Center 1 LLC(2)	Delaware	NM-Target Distribution Center -2 LLC	11
NM-Target Distribution Center 2 LLC(2)	Delaware	NM-Target.com Distribution Center LLC	100

C-9

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
NM-Target Distribution Center Property Owner LLC(2)	Delaware	NM-Target.com Distribution Center LLC	89
NM-Target Distribution Center Property Owner LLC(2)	Delaware	NM-Target Distribution Center -1 LLC	11
NM-Target.com Distribution Center LLC(2)	Delaware	NM Imperial LLC	100
Northwestern Broadway Plaza LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwestern Mutual Capital Equity Fund VII LP(2)	Delaware	The Northwestern Mutual Life Insurance Company	13.38
Northwestern Mutual Capital Equity Fund VII-A LP(2)	Delaware	The Northwestern Mutual Life Insurance Company	39
Northwestern Mutual Capital Equity GP VII LP(2)	Delaware	NM GP Holdings LLC	50
Northwestern Mutual Capital GP III LLC(2)	Delaware	NM GP Holdings LLC	100
Northwestern Mutual Capital GP IV LLC(2)	Delaware	NM GP Holdings LLC	100
Northwestern Mutual Capital GP LLC(2)	Delaware	NM GP Holdings LLC	100
Northwestern Mutual MU TLD Registry LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwestern Mutual Registry LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwoods Phase I LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwoods Phase II LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Northwoods Phase III LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
NP Keystone Building 20 LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	91
Osprey Links Golf Course LLC(2)	Delaware	Osprey Links LLC	100
Osprey Links LLC(2)	Delaware	NM Imperial LLC	99
Osprey Links LLC(2)	Delaware	RE Corp	1
Plantation Oaks MHC-NM LLC(2)	Delaware	NM Imperial LLC	100
Pompano Property Partners LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	90
QOZ Holding Company LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
RE Corp(2)	Delaware	NML Real Estate Holdings LLC	100
Realen Valley Forge Greenes Associates(2)	Pennsylvania	The Northwestern Mutual Life Insurance Company	95.93
Regency NM Johns Creek LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Russet Inc(2)	Delaware	NML Real Estate Holdings LLC	100
Scaleybark Phase I LLC(2)	Delaware	C-Land Fund LLC	85
Scotty LLC(2)	Delaware	Hobby Inc	8.85
Scotty LLC(2)	Delaware	Maroon Inc	91.15
Seattle Network Office LLC(2)	Delaware	NM Career Distribution Holdings LLC	100
Seazen GP LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100

C-10

Legal Entity Name	Domestic Jurisdiction	Owner(s)	Owner %
Seazen Rocky Point LP(2)	Delaware	The Northwestern Mutual Life Insurance Company	99.9
Seazen Rocky Point LP(2)	Delaware	Seazen GP LLC	0.1
Tampa Mariner Street Apts LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	90
Tupelo Inc(2)	Delaware	NML Securities Holdings LLC	100
Two Con Holdings LLC(2)	Delaware	Bishop Square LLC	100
Two Con LLC(2)	Delaware	Two Con Holdings LLC	100
Two Con SPE LLC(2)	Delaware	NML Real Estate Holdings LLC	100
Variable Innovation LLC(2)	Delaware	NM VI Holdings LLC	100
Ventura Lakes MHC-NM LLC(2)	Delaware	NM Imperial LLC	100
Vienna Metro Joint Venture LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	85
Walden OC LLC(2)	Delaware	NML Real Estate Holdings LLC	100
Waterside Lanier Venture Partners LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	91
Wells Street LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Westpark Corporate Center LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	44.5
Westpark Corporate Center LLC(2)	Delaware	NM GP Holdings LLC	44.5
White Oaks Inc(2)	Delaware	NML Securities Holdings LLC	100
Wysh Financial LLC(2)	Delaware	Wysh Holdings LLC	100
Wysh Holdings LLC(2)	Delaware	The Northwestern Mutual Life Insurance Company	100
Wysh Insurance Agency LLC(2)	Delaware	Wysh Life and Health Insurance Company	100
Wysh Life and Health Insurance Company(2)	Wisconsin	Wysh Holdings LLC	100
Wysh LLC(2)	New York	Wysh Holdings LLC	100

(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.

Item 30. 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

C-11

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.

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 31. Principal Underwriters

(a) NMIS is the principal underwriter of the securities of the Registrant. NMIS is also the principal underwriter for the NML Variable Annuity Account A (811-21887), the NML Variable Annuity Account B (811-01668), the Northwestern Mutual Variable Life Account (811-03989), the Northwestern Mutual Variable Life Account II (811-21933), and the Trust for Professional Managers (811-10401).

(b) As of April 1, 2025, the directors and officers of NMIS are as follows:

Name	Position
Brett Albers	Treasurer, Financial and Operations Principal
Laura M. Deaner	Chief Information Security Officer
Quentin M. Doll	Director
Bradley L. Eull	Secretary
Betsy Heisler	Vice President - Risk Products
Thomas R. Hendricks	Vice President - Wealth Advisory Programs
Dean M. Hopp	Vice President - IPS Investment Programs
Dawn M. Kalinowski	Chief Operating Officer
Susan K. Limbach	Assistant Treasurer
Nicole E. Lund	Vice President - NMIS Compliance, Chief Compliance Officer
Kelly L. Martin	Assistant Treasurer
Mark E. McNulty	NMIS Anti-Money Laundering Officer
Alyssa G. Meyer	Senior Director - IPS Oversight and Controls
Roderick W. Mikus	Vice President - Operations
Alaka S. Mishal	Chief Technology Officer
Blaire L. Puls	Variable Investment Product Consultant
Jaime M. Pulsfus	Vice President - Supervision Programs

C-12

Name	Position
John C. Roberts	Executive Vice President, Chief Distribution Officer
Deborah A. Schultz	Director
Justin Stipan	Distribution Performance Principal
William H. Taylor	Vice President - Planning and Sales
Laila M. Valters	President
Becki Williams	Vice President - Advanced Markets
Kamilah D. Williams-Kemp	Executive 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 $16,482 of commissions and other compensation, directly or indirectly, from Registrant during the last fiscal year for sales of variable annuity contacts, and interests therein, issued in connection with the Registrant.

Item 32. 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 33. Management Services

There are no 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.

Item 34. Fee Representation

The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the contracts registered by 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 contracts.

REPRESENTATION REGARDING TAX-DEFERRED ANNUITIES

Reference is made to a no-action letter dated November 28, 1988 from the staff of the Securities and Exchange Commission and addressed to the American Council of Life Insurance (the “no-action letter”). In accordance with the requirements of paragraph (5) on page 4 of the no-action letter, the Registrant represents that the no-action letter is being relied upon and that the provisions of paragraphs (1)(4) thereof have been complied with.

C-13

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	/ /
Pre-Effective Amendment No.	/ /
Post-Effective Amendment No. 52	/ X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	/ /
Amendment No. 47	/ X /
(Check appropriate box or boxes.)

NML Variable Annuity Account C
(Exact Name of Registered Separate Account)
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(Name of Insurance Company)
720 East Wisconsin Avenue, Milwaukee, Wisconsin	53202
(Address of Insurance Company’s Principal Executive Offices)	(Zip Code)

			immediately upon filing pursuant to paragraph (b) of Rule 485
x			on May 1, 2025 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 under the Securities Act of 1933 (“Securities Act”)

	New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)

	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))
	If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act

X	Insurance Company relying on Rule 12h-7 under the Exchange Act
	Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

	Page
Glossary of Special Terms	1
Important Information You Should Consider About the Contract	3
Overview of the Contract	5
Fee and Expense Tables	6
Contract Fees and Expenses	6
Annual Portfolio Operating Expenses	7
Principal Risks	8
The Company	8
The Separate Account	9
The Investment Options	10
Variable Options	10
Payments We Receive	10
Transfers Between Divisions	11
Short Term and Excessive Trading	11
Fixed Options	12
The Guaranteed Return Fund Accounts	12
General	12
Interest Rates	12
Maturity Dates	13
Options at Maturity	13
Market Value Adjustment	13
Other Information	13
The Contracts	14
Unallocated Group Annuity Contracts	14
Purchase Payments Under The Contracts	14
Amount and Frequency	14
Application of Purchase Payments	14
Net Investment Factor	15
Benefits Provided Under The Contracts	15
Benefits Available Under the Contract	15
Surrender or Withdrawal Value	16
Retirement Benefits	16
Income Plans	17
Generally	17
Description of Income Plans	17

	Page
Amount of Annuity Payments	17
Assumed Investment Rate	17
Charges	18
Front-Load Contract	18
Simplified-Load Contract	18
Federal Income Taxes	19
Contribution Limits	19
Taxation of Contract Benefits	19
Required Minimum Distributions	20
Withholding	20
Definition of Spouse under Federal Law	20
Annuity Purchases by Residents of Puerto Rico	20
Taxation of Northwestern Mutual	20
Contracts Issued Prior to January 6, 1992	20
Contracts Issued Beginning May 1, 1984 and Prior to January 6, 1992	20
Contracts Issued Beginning December 17, 1981 and Prior to May 1, 1984	20
Contracts Issued Prior to December 17, 1981	21
Contract Owner Services	21
Substitution of Portfolio Shares and Other Changes	21
Free Look	21
Amendments and Termination	21
Additional Information	21
The Distributor	21
Voting Rights	22
Dividends	22
Speculative Investing	22
Abandoned Property Requirements	23
Legal Proceedings	23
Deferment of Benefit Payments	23
Appendix A—Portfolios Available under Your Contract	24
Additional Information	27



Statements of Assets and Liabilities			F-1

Statements of Operations			F-5

Statements of Changes in Net Assets			F-8

Notes to Financial Statements			F-18


	December 31,
	2024		2023

Assets:
Bonds	$	201,544	$	191,692
Mortgage loans		57,078		53,361
Policy loans		20,039		19,003
Common and preferred stocks		3,340		2,852
Real estate		2,791		2,877
Other investments		30,865		29,404
Cash and short-term investments		8,052		8,826


Total investments		323,709		308,015

Due and accrued investment income		2,898		2,429
Net deferred tax assets		2,876		2,372
Deferred premium and other assets		5,047		5,339
Admitted disallowed interest maintenance reserve		3,122		2,458
Separate account assets		40,672		38,216


Total assets	$	378,324	$	358,829


Liabilities and surplus:
Policy benefit reserves	$	264,219	$	253,960
Deposit funds		15,798		13,072
Policyowner dividends payable		8,255		7,370
Asset valuation reserve		8,350		7,885
Other liabilities		9,256		8,016
Separate account liabilities		40,672		38,216


Total liabilities		346,550		328,519

Surplus:
Surplus notes		4,491		4,485
Special surplus fund		3,122		2,458
Unassigned surplus		24,161		23,367

Total surplus		31,774		30,310


Total liabilities and surplus	$	378,324	$	358,829


	For the years ended
	December 31,

	2024			2023			2022

Revenue:
Premiums	$	23,318		$	22,003		$	22,288
Net investment income		13,815			13,224			11,768
Other income		976			896			840


Total revenue		38,109			36,123			34,896


Benefits and expenses:
Benefit payments to policyowners and beneficiaries		15,956			12,818			11,707
Net additions to policy benefit reserves		10,592			11,973			12,224
Net transfers from separate accounts		(1,499	)		(1,007	)		(490	)


Total benefits		25,049			23,784			23,441

Commissions and operating expenses		4,245			4,216			4,158


Total benefits and expenses		29,294			28,000			27,599


Gain from operations before dividends and taxes		8,815			8,123			7,297

Policyowner dividends		8,256			7,371			6,833


Gain from operations before taxes		559			752			464
Income tax (benefit) expense		(98	)		5			(160	)


Net gain from operations		657			747			624
Net realized capital (losses) gains		(96	)		(36	)		288


Net income	$	561		$	711		$	912


	For the years ended December 31,
	2024			2023			2022

Cash flows from operating activities:
Premiums and other income received	$	16,934		$	15,560		$	16,296
Investment income received		12,600			11,466			10,456
Benefit and dividend payments to policyowners and beneficiaries		(15,315	)		(12,301	)		(10,703	)
Net transfers from separate accounts		1,462			968			446
Commissions, expenses and taxes paid		(3,198	)		(3,558	)		(3,768	)


Net cash provided by operating activities		12,483			12,135			12,727


Cash flows applied to investing activities:
Proceeds from investments sold or matured:
Bonds		44,983			36,091			40,363
Mortgage loans		3,607			4,025			3,368
Common and preferred stocks		229			403			2,241
Real estate		391			112			67
Other investments		3,333			1,995			4,536


Subtotal proceeds from investments		52,543			42,626			50,575


Cost of investments acquired:
Bonds		(56,318	)		(40,581	)		(51,983	)
Mortgage loans		(7,454	)		(5,603	)		(6,679	)
Common and preferred stocks		(420	)		(356	)		(1,013	)
Real estate		(174	)		(77	)		(27	)
Other investments		(3,211	)		(4,213	)		(5,747	)


Subtotal cost of investments acquired		(67,577	)		(50,830	)		(65,449	)


Net outflows of policy loans		(808	)		(1,107	)		(152	)


Net cash applied to investing activities		(15,842	)		(9,311	)		(15,026	)


Cash flows from financing and miscellaneous sources:
Net inflows on deposit-type contracts		2,355			1,713			2,239
Other cash provided (applied)		230			(187	)		750


Net cash provided by financing and miscellaneous sources		2,585			1,526			2,989


Net (decrease) increase in cash and short-term investments		(774	)		4,350			690

Cash and short-term investments, beginning of year		8,826			4,476			3,786


Cash and short-term investments, end of year	$	8,052		$	8,826		$	4,476


	For the year ended December 31,
	2024			2023		2022
	(in millions)
Net Income, Wisconsin State Basis	$	561		$	711	$	912

State Permitted Practices:
Allowance of net negative IMR in excess of 10% Surplus Threshold		-			-		-


Net Income, NAIC SAP	$	561		$	711	$	912


	December 31,
	2024			2023
	(in millions)
Statutory Surplus, Wisconsin State Basis	$	31,774		$	30,310
State Permitted Practices:
Allowance of net negative IMR in excess of 10% Surplus Threshold		(567	)		-


Statutory Surplus, NAIC SAP	$	31,207		$	30,310


December 31, 2024	Reconciliation to Fair Value

			Gross		Gross
	Statement		Unrealized		Unrealized			Fair
	Value		Gains		Losses			Value

	(in millions)
U.S. Government	$	4,228	$	2	$	(138	)	$	4,092
States, territories, and possessions		938		3		(64	)		877
Political subdivisions		293		2		(17	)		278
Special revenue and assessments		20,142		41		(2,241	)		17,942
All foreign governments		3,606		3		(255	)		3,354
Hybrid securities		681		9		(6	)		684
SVO-identified funds		280		-		-			280
Industrial and miscellaneous		171,376		815		(12,239	)		159,952


Total bonds	$	201,544	$	875	$	(14,960	)	$	187,459


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


December 31, 2024	NAIC Designation

	1		2		3		4		5		6		Total

	(in millions)

U.S. Government	$	4,228	$	-	$	-	$	-	$	-	$	-	$	4,228

States, territories, and possessions		938		-		-		-		-		-		938

Political subdivisions		293		-		-		-		-		-		293

Special revenue and assessments		20,016		106		20		-		-		-		20,142

All foreign governments		1,407		2,166		33		-		-		-		3,606

Hybrid securities		-		495		171		15		-		-		681

SVO-identified funds		-		280		-		-		-		-		280

Industrial and miscellaneous		92,489		66,362		5,680		3,848		2,602		395		171,376


Total bonds	$	119,371	$	69,409	$	5,904	$	3,863	$	2,602	$	395	$	201,544


December 31, 2024	Investment Grade				Below Investment Grade				Total
	Statement Value		Fair Value		Statement Value		Fair Value		Statement Value		Fair Value

	(in millions)
Residential mortgage-backed:
U.S. Government agencies	$	16,159	$	14,450		$ -		$ -		$16,159	$	14,450
Other prime		193		189		1		1		194		190
Other below-prime		2,160		2,094		26		25		2,186		2,119
Commercial mortgage-backed:
U.S. Government agencies		20		18		-		-		20		18
Conduit		5,272		5,048		26		20		5,298		5,068
Other asset-backed		20,520		20,226		340		325		20,860		20,551


Total structured securities	$	44,324	$	42,025		$ 393		$371		$44,717	$	42,396


December 31, 2024	United States of America
	East		Midwest		South		West		Foreign		Total

	(in millions)

Apartment	$	10,522	$	3,203	$	6,512	$	10,899	$	-	$	31,136

Office		2,439		345		1,171		3,024		-		6,979

Retail		1,086		299		1,011		1,171		-		3,567

Warehouse/Industrial		3,679		1,271		787		4,222		111		10,070

Manufactured housing		297		325		2,082		1,735		186		4,625

Other		155		263		162		121		-		701


Total	$	18,178	$	5,706	$	11,725	$	21,172	$	297	$	57,078


For mortgage loans originated or refinanced during:	2024			2023

Minimum interest rate		4.80	%		3.78	%

Maximum interest rate		8.13	%		8.73	%

Weighted-average LTV		55	%		53	%

Maximum LTV		66	%		132	%


December 31, 2024	< 51%		51%-70%		71%-90%		> 90%		Total

	(in millions)

Apartment	$	8,322	$	19,341	$	3,209	$	264	$	31,136

Office		1,879		2,858		1,026		1,216		6,979

Retail		1,147		2,008		271		141		3,567

Warehouse/Industrial		3,823		6,084		163		-		10,070

Manufactured housing		2,446		2,159		20		-		4,625

Other		420		227		-		54		701


Total	$	18,037	$	32,677	$	4,689	$	1,675	$	57,078


	December 31, 2024						December 31, 2023

	Investment in SCA		Nonadmitted Asset		Statement Value		Investment in SCA		Nonadmitted Asset		Statement Value
	(in millions)

NM Wealth Management Company	$	268	$	-	$	268	$	257	$	-	$	257


Total common stock SCAs ¹		268		-		268		257		-		257

NML Securities Holdings, LLC		15,938		-		15,938		14,574		-		14,574

NML Real Estate Holdings, LLC		1,243		-		1,243		1,225		-		1,225

QOZ Holding Company, LLC		478		18		460		473		-		473

NM Investment Services, LLC		223		-		223		203		-		203

NM GP Holdings, LLC		190		131		59		70		14		56

NM Pebble Valley, LLC		137		-		137		179		-		179

Wysh Holdings, LLC		33		5		28		43		3		40

Lake Emily Holdings, LLC		32		-		32		39		-		39

NM Investment Management Company, LLC		18		18		-		4		4		-

Mason Street Advisors, LLC		8		8		-		30		30		-

GRO-SUB, LLC		3		3		-		2		2		-

NM Career Distribution Holdings, LLC		1		1		-		3		3		-

NM-SAS, LLC		-		-		-		7		4		3


Total other investment SCAs ²		18,304		184		18,120		16,852		60		16,792


Total investments in SCAs	$	18,572	$	184	$	18,388	$	17,109	$	60	$	17,049


	For the years ended December 31,

	2024			2023			2022

				(in millions)

Bonds	$	9,024		$	8,044		$	6,566

Mortgage loans		2,327			2,123			1,899

Common and preferred stocks		225			196			183

Real estate		314			322			310

Other investments		2,040			2,532			2,351

Policy loans		1,327			1,224			1,143

Amortization of IMR		(278	)		(61	)		292


Gross investment income		14,979			14,380			12,744

Less: investment expenses		1,164			1,156			976


Net investment income	$	13,815		$	13,224		$	11,768


	For the year ended								For the year ended								For the year ended

	December 31, 2024								December 31, 2023								December 31, 2022

						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)

Bonds	$	383	$	(1,698	)	$	(1,315	)	$	202	$	(2,868	)	$	(2,666	)	$	241	$	(3,614	)	$	(3,373	)
Mortgage loans		-		(58	)		(58	)		3		(41	)		(38	)		-		(28	)		(28	)
Common and preferred stocks		52		(37	)		15			104		(21	)		83			395		(112	)		283
Real estate		150		(2	)		148			58		-			58			23		(99	)		(76	)
Other investments		1,254		(1,273	)		(19	)		821		(1,073	)		(252	)		2,154		(2,403	)		(249	)


Subtotal	$	1,839	$	(3,068	)		(1,229	)	$	1,188	$	(4,003	)		(2,815	)	$	2,813	$	(6,256	)		(3,443	)


Less: IMR net gains (losses) before taxes							(1,192	)							(2,921	)							(3,902	)
Less: Capital gains tax expense							59								142								171


Net realized capital gains (losses)						$	(96	)						$	(36	)						$	288


	December 31, 2024

	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	$	39,899	$	38,666	$	(1,233	)	$	89,817	$	77,300	$	(12,517	)

Structured securities		7,962		7,868		(94	)		18,567		16,180		(2,387	)

Common and preferred stocks		164		151		(13	)		253		219		(34	)


Total	$	48,025	$	46,685	$	(1,340	)	$	108,637	$	93,699	$	(14,938	)


For the quarter ended:	Maximum Balance		Ending Balance

	(in millions)

March 31, 2024	$	2,518	$	2,483

June 30, 2024	$	3,059	$	2,946

September 30, 2024	$	3,306	$	3,254

December 31, 2024	$	3,256	$	3,208

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


For the quarter ended:	Maximum Balance (Fair Value)		Ending Balance (Fair Value)		Ending Balance (Statement Value)

			(in millions)
March 31, 2024	$	2,568	$	2,537	$	2,483
June 30, 2024	$	3,130	$	3,130	$	2,946
September 30, 2024	$	3,379	$	3,321	$	3,254
December 31, 2024	$	3,331	$	3,271	$	3,208
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


	December 31, 2024				December 31, 2023

	Statement Value		Fair Value		Statement Value		Fair Value

	(in millions)				(in millions)
Repurchase agreement collateral	$	3,208	$	3,271	$	2,492	$	2,545
Derivative collateral		1,414		1,414		1,068		1,068
Mortgage loan escrow		135		135		117		117
Real estate escrow and security deposits		4		4		5		5


Total collateral assets	$	4,761	$	4,824	$	3,682	$	3,735


	December 31, 2024

	Notional		Statement Value					Fair Value

	Amount		Assets		Liabilities			Assets		Liabilities

					(in millions)
Derivatives designated as hedging instruments:

Interest rate contracts:

Interest rate floors	$	-	$	-	$	-		$	-	$	-

Interest rate swaps		2,151		-		-			1		(87	)

Foreign exchange contracts:

Foreign currency swaps		16,717		1,310		(81	)		1,628		(121	)

Derivatives not designated as hedging instruments:

Interest rate contracts:

Interest rate caps		1,705		19		-			19		-

Interest rate floors		2,319		15		-			15		-

Interest rate swaps		11,245		118		(127	)		118		(127	)

Swaptions		4,778		379		-			379		-

Fixed income futures		11,966		-		-			-		-

Fixed income forwards		442		-		(1	)		-		(1	)

Foreign exchange contracts:

Foreign currency forwards		-		-		-			-		-

Foreign currency swaps		76		8		(1	)		8		(1	)

Investment replications

Interest rate contracts:

Interest rate swaps		673		-		-			4		-

Bond forwards:

Bond forwards		1,971		-		-			-		(212	)


Total derivatives			$	1,849	$	(210	)	$	2,172	$	(549	)


	For the year ended December 31, 2024
	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		-			-			(68	)

Foreign exchange contracts:

Foreign currency swaps		537			105			159

Derivatives not designated as hedging instruments:

Interest rate contracts:

Interest rate caps		(3	)		-			6

Interest rate floors		(12	)		-			(4	)

Interest rate swaps		2			-			(11	)

Swaptions		101			-			(10	)

Fixed income futures		(165	)		(26	)		-

Fixed income forwards		(1	)		(3	)		-

Foreign exchange contracts:

Foreign currency forwards		-			-			-

Foreign currency swaps		(2	)		4			1

Investment replications

Interest rate contracts:

Interest rate swaps		-			-			(1	)

Bond forwards:

Bond forwards		-			(13	)		-


Total derivatives	$	457		$	67		$	72


	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

Investment replications

Interest rate contracts:

Interest rate swaps		-			-			-

Bond forwards:

Bond forwards		-			(10	)		-


Total derivatives	$	(178	)	$	(373	)	$	70


	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

Investment replications

Interest rate contracts:

Interest rate swaps		-			-			-

Bond forwards:

Bond forwards		-			-			-


Total derivatives	$	1,064		$	(625	)	$	171


	Account Value				Cash Value				Reserves

	December 31,
	2024		2023		2024		2023		2024		2023

					(in millions)
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	14,697	$	14,570	$	14,544	$	14,378	$	14,562	$	14,397
Universal life with secondary guarantees		13		13		11		12		40		38
Other permanent cash value life insurance		-		-		198,911		192,206		205,364		198,033
Variable life		-		-		-		-		1,176		1,069
Variable universal life		13		10		13		10		101		62
Not subject to discretionary withdrawal or no cash value:
Term policies without cash value		-		-		-		-		5,139		5,347
Accidental death benefits		-		-		-		-		8		9
Disability - active lives		-		-		-		-		1,305		1,182
Disability - disabled lives		-		-		-		-		1,709		1,638
Miscellaneous reserves		-		-		-		-		3,121		3,087

Total gross life reserves ¹		14,723		14,593		213,479		206,606		232,525		224,862
Reinsurance ceded		-		-		-		-		1,112		1,150

Total net life insurance	$	14,723	$	14,593	$	213,479	$	206,606	$	231,413	$	223,712


	Statement Value ⁽¹⁾		Fair Value ⁽¹⁾

	(in millions)
December 31, 2024	$	10,391	$	9,287
December 31, 2023		9,339		8,352


	Statement Value		Fair Value		Amount Borrowed at Time of Max Collateral
			(in millions)
December 31, 2024	$	10,409	$	9,362	$	3,311
December 31, 2023		9,468		8,149		2,834


	General Account				Separate Account				Total

	December 31,
	2024		2023		2024		2023		2024		2023

	(in millions)
Individual Annuities
Subject to discretionary withdrawal
- with market value adjustment	$	216	$	195	$	-	$	-	$	216	$	195
- at book value less surrender charge of 5% or more		79		81		-		-		79		81
- at fair value		-		-		21,935		21,204		21,935		21,204


Total with market value adjustment or at fair value		295		276		21,935		21,204		22,230		21,480
- at book value without adjustment		1,295		1,457		-		-		1,295		1,457
Not subject to discretionary withdrawal		12,600		11,024		281		268		12,881		11,292


Total gross individual annuities		14,190		12,757		22,216		21,472		36,406		34,229
Reinsurance ceded		-		-		-		-		-		-


Total net individual annuities	$	14,190	$	12,757	$	22,216	$	21,472	$	36,406	$	34,229

Group Annuities
Subject to discretionary withdrawal
- at fair value	$	-	$	-	$	11	$	14	$	11	$	14


Total with market value adjustment or at fair value		-		-		11		14		11		14
Not subject to discretionary withdrawal		2,199		2,162		5,385		5,472		7,584		7,634


Total gross group annuities		2,199		2,162		5,396		5,486		7,595		7,648
Reinsurance ceded		-		-		-		-		-		-


Total net group annuities	$	2,199	$	2,162	$	5,396	$	5,486	$	7,595	$	7,648

Deposit-Type Contracts
Subject to discretionary withdrawal
- with market value adjustment	$	419	$	314	$	-	$	-	$	419	$	314
- at fair value		-		-		32		30		32		30

Total with market value adjustment or at fair value		419		314		32		30		451		344
- at book value without adjustment		2,829		3,153		-		-		2,829		3,153
Not subject to discretionary withdrawal		12,550		9,605		-		-		12,550		9,605


Total gross deposit-type contracts		15,798		13,072		32		30		15,830		13,102
Reinsurance ceded		-		-		-		-		-		-


Total net deposit-type contracts	$	15,798	$	13,072	$	32	$	30	$	15,830	$	13,102


Total annuity reserves and deposit funds	$	32,187	$	27,991	$	27,644	$	26,988	$	59,831	$	54,979


	For the years ended

	December 31,
	2024			2023

	(in millions)

Balance at January 1	$	5,944		$	5,528

Incurred related to:
Current year		1,156			1,155
Prior years		(50	)		98


Total incurred		1,106			1,253


Paid related to:
Current year		(54	)		(50)
Prior years		(827	)		(787)


Total paid		(881	)		(837)



Balance at December 31	$	6,169		$	5,944