# TALCOTT RESOLUTION DISTRIBUTION COMPANY, INC. X-17A-5 (2024-02-27) — Broker-dealer annual report - Company: TALCOTT RESOLUTION DISTRIBUTION COMPANY, INC. - Form: X-17A-5 - Filed: 2024-02-27 - Period: 2023-12-31 - Accession: 0000940622-24-000002 - CIK: 940622 - File #: 8-48097 - Type: Broker-dealer - Material weakness: No - Auditor: DELOITTE & TOUCHE LLP - Auditor location: HARTFORD, CT - Contact: James Maciolek - Phone: 860-791-0162 - Email: james.maciolek@talcottresolution.com - Website: talcottresolution.com - Signed by: James Maciolek (Controller) Original filing: https://www.sec.gov/Archives/edgar/data/940622/000094062224000002/TDC_Full.pdf --- {0}------------------------------------------------ # Talcott Resolution Distribution Company, Inc. (An Indirect Subsidiary of Talcott Holdings, L.P.) (SEC I.D. No. 8-48097) Financial Statements as of and for the Year Ended December 31, 2023, Supplemental Schedules as of December 31, 2023, and Report of Independent Registered Public Accounting Firm Filed Pursuant to Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 > ANNUAL REPORTS FORM X-17A-5 #### PART III FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING 12/31/23 filing for the period beginning 01/01/23 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION ## NAME OF FIRM: Talcott Resolution Distribution Company, Inc. TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ## One American Row | | (No. and Street) | | |----------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------| | Hartford | CT | 06103 | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | James Maciolek | (860)791-0162 | james.maciolek@talcottresolution.com | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Deloitte & Touche LLP | (Name - if individual, state last, first, and middle name) | | | 185 Asylum St, 33rd Floor Hartford | | 06103
C | | (Address)
10/20/03 | (City) | (State)
(Zip Code)
34 | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | FOR OFFICIAL USE ONLY | | | | | | \* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | OMB APPROVAL | | | |---------------------------|--|--| | OMB Number: 3235-0123 | | | | Expires: Nov. 30, 2026 | | | | Estimated average burden | | | | 12
hours per response: | | | | SEC FILE NUMBER | | |-----------------|--| | | | | | | {2}------------------------------------------------ #### OATH OR AFFIRMATION James Maciolek swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Talcott Resolution Distribution Company, Inc. s of 12/31 2 023 is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as upar a custo REA J PAXI Notary Public, State of Connecticut My Commission Expires Nov. 30, 2024 Notary Public Signature: Title: CFO / Controller #### This filing \*\* contains (check all applicable boxes): - (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. II - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - [i) Computation of tangible net worth under 17 CFR 240.18a-2. - [i] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - [ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 on Exhibit A to 17 CFR 240.18a-4, as applicable. - [1) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - [n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - [ {p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - [q] Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - [r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - [ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [ (x) Supplemental reports on applying agreed upon procedures, in accordance with 17 CFR 240.17a-12, as applicable. - [ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (z) Other: \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.170-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable. {3}------------------------------------------------ #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholder and the Board of Directors of Talcott Resolution Distribution Company, Inc. #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Talcott Resolution Distribution Company, Inc. (the "Company") as of December 31, 2023, and the related statements of operations, cash flows, and changes in stockholder's equity for the year then ended, and 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 the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Emphasis of a Matter** As discussed in Note 1 to the financial statements, the financial statements include significant transactions with Talcott Resolution Life and Annuity Insurance Company and are not necessarily indicative of the conditions that would have existed had the Company been operated as an unaffiliated company. #### **Report on Supplemental Schedules** The accompanying supplemental Schedule (h) and Schedule (j and m) (collectively "the supplemental schedules") have been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The supplemental schedules are the responsibility of the Company's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with Rule 17a-5 under the Securities Exchange Act of 1934. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole. /s/ DELOITTE & TOUCHE LLP Hartford, Connecticut February 27, 2024 We have served as the Company's auditor since 2002. {4}------------------------------------------------ ### TALCOTT RESOLUTION DISTRIBUTION COMPANY, INC. (An Indirect Subsidiary of Talcott Holdings, L.P.) #### STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2023 #### ASSETS | Cash and cash equivalents | \$8,826,280 | |-----------------------------------------------------------------------|--------------| | Due from affiliate, net | 18,327,015 | | Other assets | 29,820 | | TOTAL ASSETS | \$27,183,115 | | | | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | LIABILITIES | | | Underwriting expense payable | 19,157,500 | | Accounts payable and accrued liabilities | 7,257 | | Income taxes payable | 1,743 | | Total liabilities | 19,166,500 | | Contingent liabilities (see Note 6) | | | STOCKHOLDER'S EQUITY: | | | Common stock, \$1 par value, 25,000 shares authorized and outstanding | 25,000 | | Additional paid-in-capital | 7,552,335 | | Retained earnings | 439,280 | | Total stockholder's equity | 8,016,615 | | TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | \$27,183,115 | | | | {5}------------------------------------------------ ### TALCOTT RESOLUTION DISTRIBUTION COMPANY, INC. (An Indirect Subsidiary of Talcott Holdings, L.P.) #### STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 | \$125,526,415 | |---------------| | | | 2,306,638 | | 127,833,053 | | | | 125,526,415 | | 1,879,291 | | 127,405,706 | | 427,347 | | 90,412 | | \$336,935 | | | {6}------------------------------------------------ (An Indirect Subsidiary of Talcott Holdings, L.P.) #### STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 | Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by
operating activities: | \$336,935 | |--------------------------------------------------------------------------------------------------------------------------------------------|-------------| | Change in assets and liabilities: | | | Increase in due from affiliate, net | (332,522) | | Increase in other assets | (2,950) | | Increase in accounts payable and accrued liabilities | 1,662 | | Increase in underwriting expense payable | 56,152 | | Decrease in income taxes payable | (2,963) | | Net changes in assets and liabilities | (280,621) | | Net cash provided by operating activities | 56,314 | | Net increase in cash and cash equivalents | 56,314 | | Cash and cash equivalents - beginning of period | 8,769,968 | | Cash and cash equivalents - end of period | \$8,826,282 | | Supplemental cash flow disclosures | | | Income tax payments | \$93.37 | {7}------------------------------------------------ ### TALCOTT RESOLUTION DISTRIBUTION COMPANY, INC. (An Indirect Subsidiary of Talcott Holdings, L.P.) #### STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2023 | Common Stock | \$25.000 | |----------------------------------------|-------------| | Additional Paid-in Capital | 7,552,335 | | Retained Earnings | | | Retained Earnings, beginning of period | 102,345 | | Net income | 336,935 | | Retained Earnings, end of period | 439,280 | | Total Stockholder's Equity | \$8,016,615 | {8}------------------------------------------------ (An Indirect Subsidiary of Talcott Holdings, L.P.) #### NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 #### 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Talcott Resolution Distribution Company, Inc. (the "Company") is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of Talcott Resolution Life and Annuity Insurance Company, which is an indirect subsidiary of Talcott Holdings, L.P. (the "Parent" or "THLP"). The Parent is a wholly-owned subsidiary of Talcott Financial Group, Ltd. The Company serves as an underwriter for variable annuity contracts issued by affiliates of the Parent, as well as the private placement agent for certain variable insurance contracts written by affiliates of the Parent. The Company incurs underwriting expenses to third party broker-dealers for the distribution of these contracts. Such expenses are paid by the Parent on behalf of the Company. The Company does not hold customer funds and claims an exemption under the provisions of the Securities Exchange Act of 1934 Rule 15c3-3 (k)(1). As a result, the Company is not subject to the customer protection rule, Securities Exchange Act of 1934 Rule 15c3-3 ("Rule 15c3-3"). These financial statements were prepared from the separate records maintained by the Company, which include significant transactions with affiliates, and are not necessarily indicative of the conditions that would have existed had the Company been operated as an unaffiliated business. #### 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Accounting Estimates - The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP'), which requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported on the financial statements. The financial statements contain no material estimates. Cash and Cash Equivalents - Cash and cash equivalents are carried at cost and includes cash on deposit in commercial bank checking accounts and short-term investments in a money market mutual fund with an original maturity of 30 days or less. Fair Value of Financial Instruments - The carrying value of financial instruments, which include receivables and payables, approximates their fair values because of the short-term nature of these assets and liabilities. {9}------------------------------------------------ For financial instruments that are carried at fair value, a hierarchy is used to place the instruments into three broad levels (Level 1, 2, and 3) by prioritizing the observable inputs in the valuation techniques used to measure fair value. Level I: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level 1 investments include highly liquid open-ended management investment companies ("money market fund"). Level 2: Observable inputs, other than unadjusted quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities. Level 2 investments include those that are model priced by vendors using observable inputs. Level 3: Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk). Because Level 3 fair values, by their nature, contain unobservable market inputs, considerable judgment is used to determine the Level 3 fair values. Level 3 fair values represent the best estimate of an amount that could be realized in a current market exchange absent actual market exchanges. In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. At December 31, 2023, the Company held \$8,465,820 in a money market fund, which is included in cash and cash equivalents. The investment is carried at fair value, valued at quoted prices, and considered a Level 1 investment under the fair value hierarchy levels. The Company had no Level 2 or Level 3 investments at December 31, 2023 and there were no transfers of financial instruments within the fair value hierarchy during the year ended December 31, 2023. Underwriting Income and Expense - Variable insurance products underwriting income is recognized when, or as, services are transferred to customers in an amount that reflects the consideration that the Company is expected to be entitled in exchange for those services. The Company earns and receives underwriting income from its affiliates to the extent that the Company incurs underwriting expenses in performing its contractual obligations. Underwriting expense is recorded as incurred based upon contractual agreements, and includes commissions paid to third parties who distributed variable insurance contracts on behalf of its affiliates. Income Tax - The Company measures income taxes using the asset and liability method, where deferred income taxes are recognized to represent the tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The Company evaluates the likelihood of realizing the benefit of deferred tax assets, and if required, records a valuation allowance to reduce the total deferred tax asset, net of valuation allowance, to an amount that will more likely than not be realized. The Company classifies interest and penalties (if applicable) as income tax expense in the statements of operations. There are no deferred tax assets (liabilities) at December 31, 2023. {10}------------------------------------------------ #### 3. RELATED-PARTY TRANSACTIONS The Company acts as an underwriter for certain variable insurance contracts issued by its affiliates. For the year ended December 31, 2023, the Company received \$125,526,415 from affiliates while underwriting the insurance contracts. For the year ended December 31, 2023, the Company received \$1,879,291 from affiliates as reimbursement for certain direct and indirect expenses incurred for performing these underwriting functions and is included in other revenues. Expenses are recognized as incurred. Indirect expenses are allocated in accordance with the intercompany agreements. For the year ended December 31, 2023, the Company was allocated \$1,830,407 by its affiliates for general and administrative expenses and is included in other expenses. As of December 31, 2023, the Company had a due from affiliate, net balance of \$18,327,015, which included a \$19,157,500 receivable due from an affiliate for underwriting revenue earned by the Company, partially offset by \$830,485 of net payables due to the same affiliate. The Company has assessed that collectability of the receivables from affiliates is probable, accordingly, no impairment losses were recognized on receivables. Management believes intercompany transactions are calculated on a reasonable basis; however, these transactions may not necessarily be indicative of the terms that would be incurred if the Company operated on a standalone basis. #### 4. FEDERAL INCOME TAXES Income tax expense/(benefit) for the year ended December 31, 2023 is comprised of the following components: | December 31, 2023 | | | |-------------------|--------|--| | ਦੇ ਹੋ | 90,412 | | | | | | | | 90.412 | | | | | | The Company recognizes taxes payable or refundable for the current year and deferred taxes for the tax consequences of differences between financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. There are no deferred tax assets (liabilities) at December 31, 2023. The statute of limitations on federal audits has expired for all years through 2019 and the Company is not currently under examination for any open years. Management believes that an adequate provision has been made in the financial statements for any potential adjustments that may result from tax {11}------------------------------------------------ examinations and other tax-related matters for all open tax years. At December 31, 2023, there was no unrecognized tax benefit: 1) that if recognized would affect the effective tax rate, and 2) that is reasonably possible of significantly increasing or decreasing within the next 12 months. A reconciliation of the tax provision at the U.S. Federal statutory rate to the provision for income taxes is as follows: | | December 31, 2023 | | | |--------------------------------------------------|-------------------|--------|--| | Tax Provision at the U.S. Federal Statutory Rate | ಕಾ | 89.743 | | | Other | | રિતે | | | Provision for Income Taxes | | 90,412 | | #### 5. NET CAPITAL REQUIREMENTS The Company, as a registered broker-dealer in securities, is subject to the United States Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1, which requires the Company to maintain minimum net capital equal to the greater of \$250,000 or 2% of combined aggregate debit items shown in the Formula for Reserve Requirements, pursuant to Rule 15c3-3. At December 31, 2023, the Company had net capital of \$7,817,479 which was \$7,567,479 in excess of its required net capital of \$250,000. #### 6. CONTINGENT LIABILITIES In the normal course of business, the Company may be named as a defendant in various lawsuits and may be involved in certain investigations and proceedings. Some of these matters may involve claims of substantial amounts. Management evaluates each contingent matter separately and a loss is recorded if probable and reasonably estimable. Management establishes reserves for these contingencies at its "best estimate", or, if no one number within the range of possible losses is more probable than any other, the Company records an estimated reserve at the low end of losses. At December 31, 2023, management believes that the ultimate liability, if any, with respect to such normal course litigation, is not material to the financial condition, results of operations or cash flows of the Company. #### SUBSEQUENT EVENTS 7. The Company evaluated subsequent events through February 27, 2024, the date the financial statements were issued, and identified no events which would require recognition or disclosure in the notes to the financial statements. \* \* {12}------------------------------------------------ (An Indirect Subsidiary of Talcott Holdings, L.P.) #### Computation of Net Capital for Brokers and Dealers Pursuant to Rule 15c3-1 Under the Securities Exchange Act of 1934 As of December 31, 2023 | STOCKHOLDER'S EQUITY | 8,016,615 | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------| | LESS: NONALLOWABLE ASSETS:
OTHER ASSETS | (29,820 | | NET CAPITAL BEFORE HAIRCUTS ON SECURITIES POSITIONS
(Tentative Net Capital) | 7,986,795 | | LESS: HAIRCUTS ON SECURITIES | (169,316) | | NET CAPITAL | 7,817,479 | | NET CAPITAL REQUIREMENT (the greater of \$250,000 or 2% of combined
aggregate debit items as shown in Formula for Reserve Requirements pursuant to
Rule 15c3-3 prepared as of date of net capital computation) | 250,000 | | NET CAPITAL IN EXCESS OF REQUIREMENT | 7,567,47 | NOTE: No material differences exist between the computation of net capital above and the Company's unaudited December 31, 2023 FOCUS Part IIA report filed on January 16, 2024. {13}------------------------------------------------ (An Indirect Subsidiary of Talcott Holdings, L.P.) Computation for Determination of Reserve Requirements for Brokers and Dealers and Information Relating to the Possession or Control Requirements Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 As of December 31, 2023 #### EXEMPTION UNDER SECTION (k)(1) IS CLAIMED: The Company is exempt from the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 ("the Rule"), in that the Company's activities are limited to those set forth in the conditions for exemption appearing in paragraph (k)(1) of the Rule. {14}------------------------------------------------ **Deloitte & Touche LLP** 185 Asylum St, 33rd Floor Hartford, CT 06103 USA Tel: +1 860 725 3000 Fax: +1 860 725 3500 www.deloitte.com #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholder and the Board of Directors of Talcott Resolution Distribution Company, Inc. We have reviewed management's statements, included in the accompanying Talcott Resolution Distribution Company, Inc. Exemption Report, in which (1) Talcott Resolution Distribution Company, Inc. (the "Company") identified the following provisions of 17 C.F.R. § 240.15c3-3 (k) under which the Company claimed an exemption from 17 C.F.R. §240.15c3-3: paragraph (k)(1) (the "exemption provisions") and (2) the Company stated that the Company met the identified exemption provisions throughout the year ended December 31, 2023, without exception. The Company's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(1) of Rule 15c3-3 under the Securities Exchange Act of 1934. February 27, 2024 {15}------------------------------------------------ #### Talcott Resolution Distribution Company, Inc.'s Exemption Report Talcott Resolution Distribution Company, Inc. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.172-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. §240.15c3-3 under the following provisions of 17 C.F.R. §240.15c3-3(k)(1). - (2) The Company met the identified exemption provisions in 17 C.F.R. §240.15c3-3(k)(1) throughout the most recent fiscal year without exception. Talcott Resolution Distribution Company, Inc. I, James Maciolek, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. By: Title: CFO, FINOP February 27, 2024 ANDRIVA J PAXI Notary Public, State of Connecticut My Commission Expires Nov. 30, 2024 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.