EQUITABLE FINANCIAL LIFE INSURANCE CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry Into a Material Definitive Agreement

On August 16, 2022, Equitable Financial Life Insurance Company, a New
York-domiciled insurance company (the "Company"), entered into a Master
Transaction Agreement (the "Agreement") with First Allmerica Financial Life
Insurance Company, a Massachusetts-domiciled insurance company ("Reinsurer"),
pursuant to which, among other things, at the closing of the transactions
contemplated thereby, Reinsurer and the Company will enter into a coinsurance
and modified coinsurance agreement (the "Reinsurance Agreement") pursuant to
which the Company will cede to the Reinsurer, on a combined coinsurance and
modified coinsurance basis, a 50% quota share of legacy Group EQUI-VEST®
deferred variable annuity contracts issued by the Company between 1980 and 2008,
which predominantly include the Company's policies with the highest guaranteed
general account crediting rates of 3%, supported by general account assets of
approximately $4 billion and $6 billion of separate account value (the
"Reinsured Contracts").

Reinsurer will deposit assets supporting the general account liabilities
relating to the Reinsured Contracts into a trust account for the benefit of the
Company, which assets will secure its obligations to the Company under the
Reinsurance Agreement. The Company will reinsure the separate accounts relating
to the Reinsured Contracts on a modified coinsurance basis. Commonwealth Annuity
and Life Insurance Company, an insurance company domiciled in the Commonwealth
of Massachusetts and affiliate of Reinsurer, will provide a guarantee of
Reinsurer's payment obligation to the Company under the Reinsurance Agreement.
In addition, the investment of assets in the trust account will be subject to
investment guidelines and certain capital adequacy related triggers will require
enhanced funding. The Reinsurance Agreement also contains additional
counterparty risk management and mitigation provisions.

Based on estimates as of June 30, 2022, as consideration for the transaction,
the Company expects to receive from Reinsurer a positive ceding commission of
approximately $1.1 billion. The reinsurance transaction also mitigates the
Company's remaining Regulation 213 redundant reserves.

Under the terms of the Agreement, at closing of the transactions,
AllianceBernstein L.P., an affiliate of the Company ("AB"), will enter into an
investment advisory agreement with Reinsurer, with specific terms to be agreed
between the date hereof and the closing of the transactions, pursuant to which
AB will be the preferred investment manager for approximately half of the
general account assets to be transferred to the trust account as of June 30,
2022 for, subject to certain provisions, a minimum of five years. The Company
will continue to administer the Reinsured Contracts.

The Agreement contains customary representations and warranties as well as
covenants by each of the parties. The representations and warranties in the
Agreement are the product of negotiation among the parties to the Agreement and
are for the sole benefit of such parties. Any inaccuracies of such
representations and warranties are subject to waiver by such parties in
accordance with the Agreement without notice or liability to any other person.
In some instances, the representations and warranties in the Agreement may
represent an allocation among the parties of risk associated with particular
matters, and the assertions embodied in those representations and warranties are
qualified by information disclosed by one party to the other in connection with
the execution of the Agreement. Consequently, persons other than the parties to
the Agreement may not rely upon the representations and warranties in the
Agreement as characterizations of actual facts or circumstances as of the date
of the Agreement or as of any other date. Each of the Company and Reinsurer has
agreed to indemnify the other party and their respective affiliates with respect
to certain losses arising out of or resulting from breaches of its
representations, warranties and covenants, as well as for certain other matters.

The transaction is expected to close in the second half of 2022. The
consummation of the closing under the Agreement is subject to the satisfaction
or waiver of customary closing conditions specified in the Agreement, including,
among other things, (i) the receipt of required regulatory approvals, without
imposing a burdensome condition, and (ii) absence of a material adverse effect
on Reinsurer (in the case of the Company) or the Reinsured Contracts (in the
case of Reinsurer), subject to certain exceptions and qualifications.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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Note Regarding Forward-Looking Statements

Certain of the statements included in this Current Report on Form 8-K constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as "expects," "believes,"
"anticipates," "intends," "seeks," "aims," "plans," "assumes," "estimates,"
"projects," "should," "would," "could," "may," "will," "shall" or variations of
such words are generally part of forward-looking statements. Forward-looking
statements are made based on management's current expectations and beliefs
concerning future developments and their potential effects upon Equitable
Financial Life Insurance Company ("Equitable Financial") and its consolidated
subsidiaries. "We," "us" and "our" refer to Equitable Financial and its
consolidated subsidiaries, unless the context refers only to Equitable Financial
as a corporate entity. There can be no assurance that future developments
affecting Equitable Financial will be those anticipated by management.
Forward-looking statements include, without limitation, all matters that are not
historical facts.

These forward-looking statements are not a guarantee of future performance and
involve risks and uncertainties, and there are certain important factors that
could cause actual results to differ, possibly materially, from expectations or
estimates reflected in such forward-looking statements, including, among others:
(i) conditions in the financial markets and economy, including the impact of
COVID-19 and related economic conditions, equity market declines and volatility,
interest rate fluctuations and changes in liquidity and, access to and cost of
capital; (ii) operational factors, remediation of our material weakness,
indebtedness, protection of confidential customer information or proprietary
business information, operational failures, our service providers, and
catastrophic events, such as the outbreak of pandemic diseases including
COVID-19; (iii) credit, counterparties and investments, including counterparty
default on derivative contracts, failure of financial institutions, defaults by
third parties and affiliates and economic downturns, defaults and other events
adversely affecting our investments; (iv) our reinsurance and hedging programs;
(v) our products, structure and product distribution, including variable annuity
guaranteed benefits features within certain of our products, variations in
statutory capital requirements, financial strength and claims-paying ratings and
key product distribution relationships; (vi) estimates, assumptions and
valuations, including risk management policies and procedures, potential
inadequacy of reserves and experience differing from pricing expectations or
reserves, amortization of deferred acquisition costs and financial models; and
(vii) legal and regulatory risks, including federal and state legislation
affecting financial institutions, insurance regulation and tax reform.

Forward-looking statements should be read in conjunction with the other
cautionary statements, risks, uncertainties and other factors identified in
Equitable Financial's Annual Report on Form 10-K for the year ended December 31,
2021, as amended or supplemented in our subsequently filed Quarterly Reports on
Form 10-Q, including in the section entitled "Risk Factors," and elsewhere in
the Quarterly Reports on Form 10-Q. You should read this Form 8-K completely and
with the understanding that actual future results may be materially different
from expectations. Further, any forward-looking statement speaks only as of the
date on which it is made, and we undertake no obligation to update or revise any
forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated
events, except as otherwise may be required by law.

Other risks, uncertainties and factors, including those discussed under "Risk
Factors", in our Annual Report on Form 10-K could cause our actual results to
differ materially from those projected in any forward-looking statements we
make. Readers should read carefully the factors described in "Risk Factors" in
our Annual Report on Form 10-K to better understand the risks and uncertainties
inherent in our business and underlying any forward-looking statements.

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