UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

(Mark One)

 FORM 10-K  

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

  
 For the fiscal year ended December 31, 20112013  
 OR  

¨

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

  
 For the transition period from         to           

Commission File Number 000-20501

AXA EQUITABLE LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

 

 

                New York                     

 

        13-5570651

 

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer


Identification No.)

 

  1290 Avenue of the Americas, New York, New York  

 

        10104        

 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code(212) 554-1234

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

None

 

Name of each exchange on

which registered

None

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (Par Value $1.25 Per Share)None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Yes    x    No    ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No  ¨

Yes    x    No    ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

Non-accelerated filer

 

x  (do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

No voting or non-voting common equity of the registrant is held by non-affiliates of the registrant as of June 30, 2010.2013.

As of March 8, 2012,10, 2014, 2,000,000 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of AllianceBernstein L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 20112013 are incorporated by reference into Part I hereof.


TABLE OF CONTENTS

 

Part I

    Page

Item 1.

 

Business

  1-1
 

General

  1-1
 

Segment Information

  1-1
 

Employees

  1-10
 

Competition

  1-101-11
 

Regulation

  1-12
 

Parent Company

  1-171-19

Item 1A.

 

Risk Factors

  1A-1

Item 1B.

 

Unresolved Staff Comments

  1B-1

Item 2.

 

Properties

  2-1

Item 3.

 

Legal Proceedings

  3-1

Item 4.

 

Mine Safety Disclosures

  4-1

Part II

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  5-1

Item 6.

 

Selected Financial Data

  6-1

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  7-1

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  7A-1

Item 8.

 

Financial Statements and Supplementary Data

  FS-1

Item 9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  9-1

Item 9A

 

Controls and Procedures

  9A-1

Item 9B.

 

Other Information

  9B-1

Part III

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

  10-1

Item 11.

 

Executive Compensation

  11-1

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  12-1

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  13-1

Item 14.

 

Principal Accountant Fees and Services

  14-1

Part IV

 

Item 15.

 

Exhibits, Financial Statement Schedules

  15-1

Signatures

  S-1

Index to Exhibits

  E-1

 

i


FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Annual Report on Form 10-K, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “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 AXA Equitable Life Insurance Company and its subsidiaries (“AXA Equitable”). There can be no assurance that future developments affecting AXA Equitable will be those anticipated by management. 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) difficult conditions in the global capital markets and economy; (ii) equity market declines and volatility causing, among other things, a reduction in the demand for our products, a reduction in the revenue derived from asset-based fees, a reduction in the value of securities held for investment, including the investment in AllianceBernstein, an acceleration in DAC amortization and an increase in the liabilities related to annuity contracts offering enhanced guarantee features, which may lead to changes in the fair value of our GMIB reinsurance contracts, causing our earnings to be volatile; (iii) interest rate fluctuations or prolonged periods of low interest rates causing, among other things, a reduction in our portfolio earnings, a reduction in the margins on interest sensitive annuity and life insurance contracts and an increase in the reserve requirements for such products, and a reduction in the demand for the types of products we offer; (iv) ineffectiveness of our reinsurance and hedging programs to protect against the full extent of the exposure or loss we seek to mitigate; (v) changes in policyholder assumptions, the performance of AXA Arizona’s hedge program, its liquidity needs and changes in regulatory requirements could adversely impact our reinsurance arrangements with AXA RE Arizona Company; (vi) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (vi)(vii) changes to statutory capital requirements; (vii)(viii) our requirements to pledge collateral or make payments related to declines in estimated fair value of certain assets may impact our liquidity or expose us to counterparty credit risk; (viii)(ix) counterparty non-performance; (ix)(x) changes in statutory reserve requirements; (x)(xi) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions used in pricing products, establishing liabilities and reserves or for other purposes; (xi)(xii) changes in assumptions related to deferred policy acquisition costs; (xii)(xiii) our use of numerous financial models, which rely on estimates, assumptions and projections that are inherently uncertain and involve the exercise of significant judgment; (xiii)(xiv) market conditions could adversely affect our goodwill; (xiv)(xv) investment losses and defaults, and changes to investment valuations; (xv)(xvi) liquidity of certain investments; (xvi)(xvii) changes in claims-paying or credit ratings; (xvii)(xviii) adverse determinations in litigation or regulatory matters; (xviii)(xix) changes in tax law; (xix)(xx) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xx)(xxi) our inability to recruit, motivate and retain experienced and productive financial professionals and key employees and the ability of our financial professionals to sell competitors’ products; (xxi)(xxii) changes in accounting standards, practices and/or policies; (xxii)(xxiii) the effects of business disruption or economic contraction due to terrorism, other hostilities, pandemics, or natural or man-made catastrophes; (xxiii)(xxiv) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (xxiv)(xxv) the perception of our brand and reputation in the marketplace; (xxv)(xxvi) the impact on our business resulting from changes in the demographics of our client base, as baby-boomers move from the asset-accumulation to the asset-distribution stage of life; (xxvi)(xxvii) the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; (xxvii)(xxviii) significant changes in securities market valuations affecting fee income, poor investment performance resulting in a loss of clients or other factors affecting the performance of AllianceBernstein; and (xxviii)(xxix) other risks and uncertainties described from time to time in AXA Equitable’s filings with the SEC.

AXA Equitable does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included elsewhere herein for discussion of certain risks relating to its businesses.

 

ii


Part I, Item 1.

BUSINESS1

GENERAL

AXA Equitable, established in the State of New York in 1859, is among the largest life insurance companies in the United States, with approximately 3.4 million insurance and annuity policies in force as of December 31, 2011.States. We are part of a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management services. Together with our subsidiaries, including AllianceBernstein, we are a leading asset manager, with total assets under management of approximately $489.3$548.6 billion at December 31, 2011,2013, of which approximately $405.9$450.4 billion were managed by AllianceBernstein. We are an indirect, wholly ownedwholly-owned subsidiary of AXA Financial, which is an indirect, wholly ownedwholly-owned subsidiary of AXA S.A. (“AXA”), a French holding company for an international group of insurance and related financial services companies. For additional information regarding AXA, see “Business - Parent Company.”

In first quarter 2014, AXA Financial rolled out a branding initiative intended to help AXA Financial deliver on its strategy. As part of this initiative, the AXA Financial Group companies have enhanced their brand identity in the marketplace by using AXA as the single brand for AXA Financial’s advice, retirement and life insurance lines of business. As a result, we have simplified our brand in the U.S. marketplace to “AXA” from AXA Equitable. AXA Financial believes that this simplification and marketing of the brand will emphasize its strategic transformation in the United States, help it become a more prominent player in the U.S. life insurance marketplace and enable a more seamless global brand with our ultimate parent company, AXA. We further believe that the AXA brand is a more digitally friendly brand name allowing customers an easier way to get to us, find us and do business with us.

SEGMENT INFORMATION

We conduct our operations in two business segments, the Insurance segment and the Investment Management segment.

Insurance.    The insurance business conducted principally by AXA Equitable and its subsidiary, AXA Distributors, is reported in the Insurance Segment. We seek to be a recognized industry leader for providing advice and solutions to our clients. Our strategy is to develop an expansive and diversified product portfolio that serves the needs of existing and new markets, build distribution to effectively deliver these products to a wide array of clients, and optimize the management ofeffectively manage our in-force business by enhancing value and reducing risk.

business. The Insurance segment, which also includes Separate Accounts for individual and group life insurance and annuity products, accounted for approximately $15.1 billion$54 million of total negative revenues, after intersegment eliminations, for the year ended December 31, 2011.

Investment Management. The Investment Management segment is principally comprised of the investment management business of AllianceBernstein, a leading global investment management firm. AllianceBernstein seeks to be the most trusted investment firm in the world by placing its clients’ interests first and foremost, utilizing its research capabilities to have more knowledge than any other investment firm, and using and sharing knowledge better than its competitors to help AllianceBernstein’s clients achieve financial peace of mind and investment success. For additional information about investment success. For additional information about AllianceBernstein, see AllianceBernstein’s Annual Report on Form 10-K for the year-ended December 31, 2011 filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2012 (the “AllianceBernstein 10-K”).

1

 As used in this Form 10-K, the terms “AXA Equitable”, “we”, “our” and/or “us” refers to AXA Equitable Life Insurance Company, a New York stock life insurance corporation, “AXA Financial” refers to AXA Financial, Inc., a Delaware corporation incorporated in 1991, “AXA Financial Group” refers to AXA Financial and its consolidated subsidiaries, and the “Company” refers to AXA Equitable and its consolidated subsidiaries. The term “AXA Distributors” refers to AXA Distributors, LLC, “AXA Advisors” refers to AXA Advisors, LLC, a Delaware limited liability company, “AXA Network” refers to AXA Network, LLC, a Delaware limited liability company and its subsidiary, and “AXA Equitable FMG” refers to AXA Equitable Funds Management Group, LLC, a Delaware limited liability company. The term “AllianceBernstein” refers to AllianceBernstein L.P., a Delaware limited partnership, and its subsidiaries. The term “General Account” refers to the assets held in the general account of AXA Equitable and all of the investment assets held in certain of AXA Equitable’s Separate Accounts on which AXA Equitable bears the investment risk. The term “Separate Accounts” refers to the Separate Account investment assets of AXA Equitable excluding the assets held in those Separate Accounts on which AXA Equitable bears the investment risk. The term “General Account Investment Assets” refers to assets held in the General Account (which includes the Closed Block described below).

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At December 31, 2011, our economic interest in AllianceBernstein was 37.3%. At December 31, 2011, AXA and its subsidiaries’ economic interest in AllianceBernstein was approximately 64.6%.

The Investment Management segment accounted for approximately $2.8 billion of total revenues, after intersegment eliminations, for the year ended December 31, 2011.

2013. For additional information on business segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results Of Continuing Operations By Segment” and Note 2019 of Notes to Consolidated Financial Statements.

Investment Management.    The Investment Management segment is principally comprised of the investment management business of AllianceBernstein, a leading global investment management firm. For additional information about AllianceBernstein, see AllianceBernstein’s Annual Report on Form 10-K for the year-ended December 31, 2013 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2014 (the “AllianceBernstein 10-K”), the AllianceBernstein Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

1 As used in this Form 10-K, the terms “AXA Equitable”, “we”, “our” and/or “us” refers to AXA Equitable Life Insurance Company, a New York stock life insurance corporation, “AXA Financial” refers to AXA Financial, Inc., a Delaware corporation incorporated in 1991, “AXA Financial Group” refers to AXA Financial and its consolidated subsidiaries, and the “Company” refers to AXA Equitable and its consolidated subsidiaries. The term “AXA Distributors” refers to AXA Distributors, LLC, “AXA Advisors” refers to AXA Advisors, LLC, a Delaware limited liability company, “AXA Network” refers to AXA Network, LLC, a Delaware limited liability company and its subsidiary, and “AXA Equitable FMG” refers to AXA Equitable Funds Management Group, LLC, a Delaware limited liability company. The term “AllianceBernstein” refers to AllianceBernstein L.P., a Delaware limited partnership, and its subsidiaries. The term “MONY America” refers to MONY Life Insurance Company of America, an Arizona life insurance corporation and wholly-owned subsidiary of AXA Financial. The term “General Account” refers to the assets held in the general account of AXA Equitable and all of the investment assets held in certain of AXA Equitable’s separate accounts on which AXA Equitable bears the investment risk. The term “Separate Accounts” refers to the separate account investment assets of AXA Equitable excluding the assets held in those separate accounts on which AXA Equitable bears the investment risk. The term “General Account Investment Assets” refers to assets held in the General Account (which includes the Closed Block described below).

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At December 31, 2013, our economic interest in AllianceBernstein was 32.7%. At December 31, 2013, AXA and its subsidiaries’ economic interest in AllianceBernstein was approximately 63.7%.

The Investment Management segment accounted for approximately $2.9 billion of total revenues, after intersegment eliminations, for the year ended December 31, 2013. For additional information on business segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results Of Continuing Operations By Segment” and Note 19 of Notes to Consolidated Financial Statements.

Insurance

General

We offer a variety of term, variable and universal life insurance products and variable and fixed-interest annuity products principally to individuals, small and medium-size businesses and professional and trade associations. We are a leading issuer of variableVariable annuity and variable life insurance products.products continue to account for a significant portion of our sales. Variable annuity and variable life insurance products offer policyholders the opportunity to invest some or all of their account values in various Separate Account investment options. The growth of Separate Account assets under management remains a strategic objective, as we seek to increase fee-based revenues derived from managing funds for our clients.

The market for annuity and life insurance products of the types we issue is dynamic ascontinues to be dynamic. Over the global economy and capital markets slowly recover from the significant stress experienced in recent years. The financial market turbulence has led many companies to re-examine the pricing and features of certain products that they offer or to discontinue offering such products altogether. As part of our continuing efforts to mitigate the impacts of the volatile conditions in the capital markets on our business,past several years, we have significantly modified our product portfolio by developing new and innovative products with the objective of offering a more balanced and diversified product portfolio that drives profitable growth while appropriately managing risk. WeWhile these products have made solid progress in executing this strategy over the past few years, as we have introduced several new life insurance and annuity products to the marketplace. These products havegenerally been well received byin the marketplace, and, in 2011, sales of thesevariable annuity products accountedcontinue to account for a significant portionthe majority of our first year premiumssales. For additional information on our products, see “Business – Products.” We have also taken and deposits.expect to continue to take steps to manage the risks associated with our in-force business. For example, in third quarter 2013, we initiated a new program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator contracts. For additional information, see “Business – Products”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Continuing Operations by Segment – Insurance.”

ProductsAs part of AXA Financial’s ongoing efforts to efficiently manage capital amongst its insurance subsidiaries, improve the quality of the product line-up of its insurance subsidiaries and enhance the overall profitability of AXA Financial Group, in 2013, most sales of indexed life insurance to policyholders located outside of New York were issued through MONY America, another life insurance subsidiary of AXA Financial, instead of AXA Equitable. It is expected that, in 2014, AXA Financial will continue to issue new life insurance products to policyholders located outside of New York through MONY America instead of AXA Equitable. Since future decisions regarding product development depend on factors and considerations not yet known, management is unable to predict the extent to which additional products will be offered through MONY America or what the impact to AXA Equitable will be. For additional information, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Continuing Operations by Segment – Insurance.”

Products

Life Insurance Products.    We offer a broad range of life insurance products and services, which are aimed at serving the financial needs of our customers throughout their lives. Our primary life insurance product offerings include:

Term Life.Life.    Term life is a simple form of life insurance. Term life products provide a guaranteed benefit upon the death of the insured for a specific time period (the term) in return for the periodic payment of premiums. Some of our term products include, within certain policy limits, a conversion feature that allows the policyholder to convert the policy into permanent life insurance coverage.

Universal Life.    Universal life is a form of permanent life insurance that provides protection in case of death, as well as a savings or cash value component. The cash value of a universal life policy is based on the amount of premiums paid, the declared interest crediting rate and the policy charges. Unlike term life or whole life insurance, flexible premium universal life policies permit flexibility in the amount and timing of premium payments (within limits) and they generally offer the policyholder the ability to choose one of two death benefit options: level benefit equal to the policy’s original face amount or a variable benefit equal to the original face amount plus any existing policy account value.

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We recently introduced Athena Indexed ULBrightlifeSM, Protect, a type of universal life policy that offers a low cost structure and the flexibility to adjust to a policyholder’s changing needs. BrightlifeSM Protect offers an indexed-linked interest option and offers policyholders several practical features including, among other things, a long term care services rider and flexible premium payments.

We also offer an indexed universal life product. Indexed universal life insurance combines life insurance with equity-linked accumulation potential. The equity linked option(s) provide upside potential for cash value accumulation up to certain growth cap rates and downside protection through a floor for certain investment periods. This floor will limit the impact of decreases over the investment period in the values of the indices selected.

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Variable Universal Life.Life.    Variable universal life is a form of permanent life insurance that combines the premium and death benefit flexibility of universal life insurance with investment opportunity. A policyholder can invest premiums in one or more underlying portfolios offering different levels of risk and growth potential. The investment portfolios provide long-term growth potential, tax deferred earnings and the ability to make tax free transfers among the investment portfolios. A policyholder can choose one of two death benefit options: level benefit equal to the policy’s original face amount or a variable benefit equal to the original face amount plus any existing policy account value. Variable universal life insurance products offered by us include single-life products, second-to-die policies (which pay death benefits following the death of both insureds) and products for the corporate-owned life insurance (“COLI”) market.

We recently introducedoffer the Market Stabilizer Option®, an investment option, on our variable universal life product. The Market Stabilizer Option® offers a policyholder growth potential (up to a cap) and downside protection through a buffer. Through the use of the upside caps and a downside buffer, the Market Stabilizer Option® helps a policyholder manage volatility in theirhis/her variable universal life policy, which may reduce or potentially eliminate losses.

Term, Universal Life and Variable Universal Life insurance products accounted for 3.8%3.4%, 10.1%7.1% and 8.9%7.2% of our total premiums and deposits in 2011,2013, respectively.

Annuity Products.    We offer a variety of variable and fixed annuities which are primarily marketed and sold to individuals saving for retirement or seeking retirement income and employers seeking to offer retirement savings programs such as 401(k) or 403(b) plans. Our primary annuity product offerings include:

Variable Annuities.Annuities.    Variable annuities provide for both asset accumulation and asset distribution needs. Variable annuities allow the policyholder to make deposits into various investment accounts, as determined by the policyholder. The investment accounts are separate accounts and risks associated with such investments are borne entirely by the policyholder, except where enhanced guarantee features have been elected in certain variable annuities, for which additional fees are charged. Additionally certain variable annuity products permit policyholders to allocate a portion of their account to the General Account and are credited with interest rates that we determine, subject to certain limitationslimitations.

VariableCertain of our variable annuity products continue to account for a substantial portion of our sales, with 67.7% of our total premiums and deposits in 2011 attributable to variable annuities. Variable annuity products offered by us principally include individual and group deferred variable annuities sold in the non-qualified and qualified markets. A significant portion of the variable annuities sold by us offer one or more enhanced guarantee features in addition to the standard return of principal death benefit guarantee. Such enhanced guarantee features may include guaranteed minimum living benefits and/or an enhanced guaranteed minimum death benefit (“GMDB”). Guaranteed minimum living benefits principally include guaranteed minimum income benefits (“GMIB”) and guaranteed income benefits (“GIB”). We have issued variable annuities with a guaranteed minimum accumulation benefit and guaranteed withdrawal benefit for life (“GWBL”) rider. For additional information regarding these guaranteed minimum benefit features, see Notes 2, 8 and 9 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates.

In furtherance of our strategy of developingefforts to develop an innovative and diversified variable annuity product offering, we have introduced several new and/or enhanced variable annuities. Certain of these variable annuities, in recent years. For example, we recently introducedincluding Structured Capital Strategies® and Investment EdgeSM, aare investment only variable annuities and do not offer enhanced guarantee features. Investment EdgeSM, launched in late 2013, is our latest investment only variable annuity offering. Investment EdgeSM is designed for investors seeking equityclients who may want a cost-efficient variable annuity offering without the expense and commodity index-linked, tax-deferred growth potentialcomplexity of guaranteed benefits.

Variable annuity products continue to account for a substantial portion of our sales, with levels74.9% of downside protection. This product allows investorsour total premium and deposits in 2013 attributable to realize returns based on the growth of certain indices up to specified caps, while being protected against loss down to specified floors. Investors select the index, the term (1, 3 or 5 years generally) and the level of downside protection they wish (within the choices offered).variable annuities.

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Fixed Annuities.Annuities. Fixed annuities also provide for both asset accumulation and asset distribution needs. Fixed annuities do not allow the same investment flexibility provided by variable annuities, but do provide guarantees related to the preservation of principal and interest credited. Fixed annuity contracts are general account obligations.

We issue or have issued a variety of fixed annuity products, including individual single premium deferred annuities, which credit an initial and subsequent annually declared interest rate, and payout annuity products, including traditional immediate annuities.

Fixed annuity products have not been a significant product for us in recent years, accounting for 1.0%0.6% of our total premium and deposits in 2011.

2013.

For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premiums and Deposits.”

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Separate Account Assets

As noted above, variable annuity and variable life products offer purchasers the opportunity to direct the investment of their account values into various Separate Account investment options. Over the past five years, Separate Account assets for individual variable annuities and variable life insurance policies have decreased by $665 million to $82.9totaled $104.5 billion at December 31, 2011.2013. Of the 20112013 year-end amount, approximately $80.5$100.3 billion was invested in EQ Advisors Trust (“EQAT”) and AXA Premier VIP Trust (“VIP Trust”), each of which are mutual funds for which our subsidiary, AXA Equitable FMG, serves as the investment manager (and, in certain instances provides day-to-day portfolio management services as the investment adviser) and administrator. The balance of such Separate Account assets is invested through various other mutual funds for which third parties serve as investment manager.

EQAT is a mutual fund offering variable life and annuity policyholders a choice of single or multi-advised equity, bond and money market investment portfolios, “hybrid” portfolios whose assets are allocated among multiple subadvisers, and eightsixteen asset allocation portfolios that invest exclusively in other portfolios of EQAT and/or VIP Trust. Certain EQAT equity portfolios employ anTrust and other unaffiliated investment strategy that seeks to reduce equity exposure during periods in which market volatility has increased to levels that are meaningfully higher than long-term historic averages.companies or exchange traded funds. VIP Trust is a mutual fund offering variable life and annuity policyholders a choice of multi-advised equity and bond investment portfolios, as well as ninetwenty-five asset allocation portfolios that invest exclusively in other portfolios of EQAT and/or VIP Trust.Trust and other unaffiliated investment companies or exchange traded funds. Certain of the EQAT and VIP Trust equity portfolios also employ an investmenta managed volatility strategy that seeks to reduce equity exposure during periods in which market volatility has increased to levels that are meaningfully higher than long-term historic averages.

As of December 31, 2011,2013, policyholders allocated $34.6$43.8 billion to the allocation portfolios of EQAT and VIP Trust and $45.9$56.5 billion to the individual portfolios of EQAT and/or VIP. Of the $80.5$100.3 billion invested in EQAT and VIP Trust, approximately 63%70% of these assets are passively managed and seek to replicate the returns of an applicable index and approximately 37%30% of these assets are actively managed by one or more sub-advisers.

Markets

We primarily target affluent and emerging affluent individuals such as professionals and business owners, as well as employees of public school systems, universities, not-for-profit entities and certain other tax-exempt organizations, and existing clients. Variable annuity products are primarily targeted at individuals saving for retirement or seeking retirement income (using either qualified programs, such as individual retirement annuities, or non-qualified investments), as well as employers (including, among others, educational and not-for-profit entities, and small and medium-sized businesses) seeking to offer retirement savings programs such as 401(k) or 403(b) plans. Variable and universal life insurance is targeted at individuals for protection and estate planning purposes, and at business owners to assist in, among other things, business continuation planning and funding for executive benefits. Mutual funds and other investment products are intended for a broad spectrum of clients to meet a variety of asset accumulation and investment needs. Mutual funds and other investment products add breadth and depth to the range of needs-based services and products we are able to provide.

Distribution

We distribute our products through retail and wholesale distribution channels.

Retail Distribution.    Our products are offered on a retail basis in all 50 states, the District of Columbia and Puerto Rico by financial professionals associated with AXA Advisors, an affiliated broker-dealer, and AXA Network, an affiliated insurance general agency. These financial professionals also have access to and can offer a broad array of annuity, life insurance and investment products and services from unaffiliated insurers and other financial service providers. As of December 31, 2011, approximately 5,283 financial professionals were associated with AXA Advisors and AXA Network.

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We have entered into agreements pursuant to which we compensate AXA Advisors and AXA Network for distributing and servicing our products. The agreements provide that compensation will not exceed any limitations imposed by applicable law. Under separate agreements, we also provide to each of AXA Advisors and AXA Network personnel, property and services reasonably necessary for their operations. AXA Advisors and AXA Network reimburse us for their actual costs (direct and indirect) and expenses under the respective agreements.

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Annuities and life insurance distributed by the Retail channel accounted for 74.7% and 75.7% of our total annuity and life insurance premiums and deposits in 2011 and 2010, respectively. Annuities distributed by the Retail channel accounted for 69.7% and 68.5% of our total first year annuity premiums and deposits in 2011 and 2010, respectively, and 75.0% and 74.0% of our total annuity premiums and deposits in 2011 and 2010, respectively. Life insurance products distributed by the Retail channel accounted for 53.3% and 62.5% of our total first year life insurance premiums and deposits in 2011 and 2010, respectively, and 73.9% and 79.8% of our total life insurance premiums and deposits in 2011 and 2010, respectively. For additional information on premiums and deposits, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premiums and Deposits.”

Wholesale Distribution.Distribution.    AXA Distributors, our broker-dealer and insurance general agency subsidiary, distributes our annuity products on a wholesale basis in all 50 states, the District of Columbia and Puerto Rico through national and regional securities firms, independent financial planning and other broker-dealers, banks and brokerage general agencies. AXA Distributors, primarily through its AXA Partners division, also distributes our life insurance products on a wholesale basis principally through brokerage general agencies.

For additional information on premiums and deposits by the retail and wholesale channels, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Premium and Deposits.”

Reinsurance and Hedging

We have in place reinsurance and hedging programs to reduce our exposure to mortality, equity market fluctuations, interest rate fluctuations and certain other product features.

Reinsurance.    In 2011,2013, we generally retained up to $25 million of mortality risk on single-life policies and $30 million of mortality risk on second-to-die policies. For amounts issued in excess of those limits, and often for lower limits,amounts, we typically obtained reinsurance from unaffiliated third parties. The reinsurance arrangements obligate the reinsurer to pay a portion of any death claim in excess of the amount retained by us in exchange for an agreed-upon premium.

We also have reinsured to non-affiliated reinsurers a portion of our exposure on variable annuity products that offer a GMIB and/or GMDB feature issued through February 2005. At December 31, 2011,2013, we had reinsured to non-affiliated reinsurers, subject to certain maximum amounts or caps in any one period, approximately 22.9%32% of our net amount at risk resulting from the GMIB feature and approximately 5.1%5.6% of our net amount at risk to the GMDB obligation on annuity contracts in force as of December 31, 2011.2013.

A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. We evaluate the financial condition of our reinsurers in an effort to minimize our exposure to significant losses from reinsurer insolvencies. We are not a party to any risk reinsurance arrangement with any non-affiliated reinsurer pursuant to which the amount of reserves on reinsurance ceded to such reinsurer equals more than 1.31%approximately 1.1% of our total policy reserves (including Separate Accounts).

In addition to non-affiliated reinsurance, we have ceded to our affiliate, AXA RE Arizona Company (formerly AXA Financial (Bermuda), Ltd.), a captive reinsurance company established by AXA Financial in 2003 (“AXA Bermuda”Arizona”), a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. The GMDB/GMIB reinsurance transaction currently allows for a more efficient use of our capital. AXA BermudaArizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. For additional information on reinsurance, see “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and Notes 9 and 11 of Notes to Consolidated Financial Statements.

Hedging.    We have adopted certain hedging programs that are designed to mitigate certain risks associated with the GMDB, GMIB, GMDBGWBL, and GWBLGIB liabilities that have not been reinsured for contracts issued after January 1, 2001.reinsured. These programs utilize various derivative contracts,instruments, such as exchange-traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. For both GMDB, GMIB, GWBL and GMIB,GIB, we retain certain risks including basis, credit spread and

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some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, and withdrawal rates and amounts and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GWBL and GWBLGIB features that result from financial markets movements. In addition, weA portion of exposure to realized equity volatility is hedged using equity options and variance swaps.

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We also use repos to financeequity index options on the purchaseS&P 500, Russell 2000, Morgan Stanley Capital International, Europe, Australasia and Far East, MSCI Emerging Markets and NASDAQ indices as well as options on gold, oil and a real estate index for the purpose of U.S. Treasury securities to reduce the economic impact of unfavorable changeshedging crediting rate exposure in exposures attributable to interest rates as part of theour Structured Capital Strategies® variable annuity, hedging strategy.Structured Investment Option in our EQUI-VEST® variable annuity series, and the Market Stabilizer Option® in our variable life and indexed universal life insurance products. This involves entering into a package of calls and/or put options whose payoff mimics the crediting rate embedded in individual segments of these products.

We also use derivatives for other asset and liability management purposes. This includes the management of interest rate risks in the general account, the hedging of interest rate risks in anticipated sales of variable annuities and the hedging of equity linked and commodity indexed crediting rates in life and annuity products.

For additional information about reinsurance and hedging strategies, see “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Derivatives – Liquidity and Capital Resources”, “Quantitative and Qualitative Disclosures about Market Risk” and Notes 2, 8, and 9 of Notes to Consolidated Financial Statements.

Reinsurance Assumed.    We also act as a retrocessionaire by assuming life reinsurance from non-affiliated reinsurers. Mortality risk through reinsurance assumed is managed using the same corporate retention limits noted above (i.e., $25 million on single-life policies and $30 million on second-to-die policies), although in practice, we currently use lower internal retention limits for life reinsurance assumed. We have also assumed accident, health, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. We generally discontinued our participation in new accident, health, aviation and space reinsurance pools and arrangements for years following 2000, but continue to be exposed to claims in connection with pools we participated in prior to that time. We audit or otherwise review the records of many of these reinsurance pools and arrangements as part of our ongoing efforts to manage our claims risk. For additional information on reinsurance assumed, see Note 9 of Notes to Consolidated Financial Statements.

Policyholder Liabilities and Reserves

We establish, and carry as liabilities, actuarially determined amounts that are calculated to meet our policy obligations when a policy matures or is surrendered, an insured dies or becomes disabled or upon the occurrence of other covered events, or to provide for future annuity payments. Our reserve requirements are calculated based on a number of estimates and assumptions, including estimates and assumptions related to future mortality, morbidity, interest rates, future equity performance, reinvestment rates, persistency, claims experience and policyholder elections (i.e., lapses and surrenders, withdrawals and amounts of withdrawals, contributions and the allocation thereof etc.) which we modify to reflect our actual experience and/or refined assumptions when appropriate.

Pursuant to state insurance laws, we establish statutory reserves, reported as liabilities, to meet our obligations on our policies. These statutory reserves are established in amounts sufficient to meet policy and contract obligations, when taken together with expected future premiums and interest at assumed rates. Statutory reserves generally differ from actuarial liabilities for future policy benefits determined using U.S. GAAP.

State insurance laws and regulations require that we submit to state insurance departments, with each annual report, an opinion and memorandum of a “qualified actuary” that the statutory reserves and related actuarial amounts recorded in support of specified policies and contracts, and the assets supporting such statutory reserves and related actuarial amounts, make adequate provision for its statutory liabilities with respect to these obligations.

For additional information on Policyholder Liabilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Continuing Operations by Segment – Insurance” and “Risk Factors.”

Underwriting and Pricing

Underwriting.    We employ detailed underwriting policies, guidelines and procedures designed to align mortality results with the assumptions used in product pricing while providing for competitive risk selection. The risk selection process is carried out by underwriters who evaluate policy applications based on information provided by the applicant and other sources. Specific tests, such as blood analysis, are used to evaluate policy applications based on the size of the policy, the age of the applicant and other factors. The purpose of this process is to determine the type and amount of risk that we are willing to accept. In addition, we are pilotingcontinuing to pilot alternative underwriting methods that rely on predictive modeling.

 

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We have established senior level oversight of the underwriting process in order to facilitate quality sales and serve the needs of our customers, while supporting our financial strength and business objectives. The application of our underwriting guidelines is periodically reviewed through internal underwriting audits in order to maintainachieve high standards of underwriting and consistency.

Pricing.    Pricing for our products is designed to allow us to make an appropriate profit after paying benefits to customers, and taking account of all the risks we assume. Product pricing is calculated through the use of estimates and assumptions for mortality, morbidity, withdrawal rates and amounts, expenses, persistency, policyholder elections and investment returns, as well as certain macroeconomic factors. Assumptions used are determined in light of our underwriting standards and practices. Investment-oriented products are priced based on various factors, which may include investment return, expenses, persistency and optionality.

Our life insurance products are highly regulated by the individual state regulators where such products are sold. Variable and fixed annuity products are also highly regulated and approved by the individual state regulators where the product is sold. Such products generally include penalties for early withdrawals and policyholder benefit elections to tailor the form of the product’s benefits to the needs of the opting policyholder. From time to time, we reevaluate the type and level of guarantee and other features currently being offered and may change the nature and/or pricing of such features for new sales.

We continually review our underwriting and pricing guidelines with a view to maintaining competitive offerings that are consistent with maintaining our financial strength and meeting profitability goals.

General Account Investment Portfolio

The General Account consists of a diversified portfolio of principally fixed-income investments.

The following table summarizes our General Account Investment Assets of AXA Equitable by asset category at December 31, 2011:2013:

AXA Equitable

General Account Investment Assets((1)1)

(Dollars in Millions)

 

           Amount                   % of Total     
   (Dollars in Millions) 

Fixed maturities

  $31,154     73.2%  

Mortgages

   4,658     11.0      

Equity real estate

   98     0.2      

Other equity investments

   1,433     3.4      

Policy Loans

   3,656     8.6      

Cash and short-term investments

   1,044     2.5      

Trading securities

   472     1.1      

Other invested assets

   11     -      
  

 

 

   

 

 

 

Total

  $                42,526                         100.0%  
  

 

 

   

 

 

 
  Amount  % of Total 
  (Dollars in Millions) 

Fixed maturities, available for sale, at fair value

  $29,807    64.7  %

Mortgage loans on real estate

  6,015    13.1  

Equity real estate, held for the production of income

     0.0  

Policy Loans

  3,542    7.7  

Other equity investments

  1,651    3.6  

Trading securities

  3,658    8.0  
 

 

 

 

Total investments

  44,674    97.1  

Fixed maturities, available for sale, at fair value

  1,506    3.3  

Short-term and long-term debt

  (200)    (0.4)  
 

 

 

  

 

 

 

Total

  $            45,980    100.0  %
 

 

 

  

 

 

 

 

(1) 

See “General Account Investment Portfolio – Investment Results of General Account Investment Assets” in Item 7 for further information on these investment assets and their results.

We have an asset/liability management approach with separate investment objectives for specific classes of product liabilities, such as life insurance, annuity and group pension. We have investment strategies to manage each product line’s investment return and liquidity requirements, consistent with management’s overall investment objectives for the General Account investment portfolio. Investments frequently meet the investment objectives of more than one class of product liabilities.

 

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Investment Surveillance.    As part of our investment management process, management, with the assistance of its investment advisors, continuously monitors General Account investment performance. This internal review process culminates with a quarterly review of assets by our Investment Under Surveillance (“IUS”) Committee. The IUS Committee, among other things, evaluates whether any investments are other than temporarily impaired and, therefore, must be written down to their fair value and whether specific investments should be put on an interest non-accrual basis.

For additional information on the General Account Investment Portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Account Investment Portfolio.”

Investment Management

General

The Investment Management segment is principally comprised of the investment management business of AllianceBernstein. Our consolidated economic interest in AllianceBernstein as of December 31, 20112013 was approximately 37.3%32.7%, including the general partnership interests held indirectly by AXA Equitable as the sole shareholder of AllianceBernstein Corporation, the general partner (“AB General Partner”) of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) and AllianceBernstein. For additional information about AllianceBernstein, see the AllianceBernstein 10-K.

Clients

AllianceBernstein provides research, diversified investment management and related services globally to a broad range of clients including: (a) institutional clients, including unaffiliated corporatethrough three buy-side distribution channels, Institutions, Retail and public employee pension funds, endowment funds, domestic and foreign institutions and governments, and various affiliates; (b) retail clients, including U.S. and offshore mutual funds, variable annuities, insurance products and sub-advisory relationships; (c) private clients, including high-net-worth individuals, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities; and (d) institutional investors seeking high-quality research, portfolio analysis and brokerage related services, and issuers of publicly-traded securities seeking equity capital markets services.

AllianceBernstein also provides distribution, shareholder servicing and administrative services to its sponsored mutual funds.

Research

AllianceBernstein’s high-quality, in-depth research is the foundation of its business. AllianceBernstein believes that its global team of research professionals gives it a competitive advantage in achieving investment success for its clients. AllianceBernstein’s research disciplines include fundamental research, quantitative research, economic research and currency forecasting. In addition, AllianceBernstein has several specialized research initiatives, including research examining global strategic changes that can affect multiple industries and geographies.

Products and Services

AllianceBernstein offers a broad range of investment products and services to its clients, including: (a) to its institutional clients, AllianceBernstein offers separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles, (b) to its retail clients, AllianceBernstein offers retail mutual funds sponsored by AllianceBernsteinPrivate Client, and its subsidiaries, sub-advisory services to mutual funds sponsored by third parties, separately managed account programs that are sponsored by financial intermediaries worldwide and other investment vehicles, (c) to its private clients, AllianceBernstein offers diversified investment management services through separately managed accounts, hedge funds, mutual funds and other investment vehicles and (d) to institutional investors, AllianceBernstein offers research, portfolio analysis and brokerage-related services, and to issuers of publicly-traded securities, AllianceBernstein offers equity capital markets services.

AllianceBernstein’s portfolio managers oversee a number of different types of investment services within various vehicles and strategies. AllianceBernstein’s services include: (a) value equities, generally targeting stocks that are out of favor and

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considered undervalued; (b) growth equities, generally targeting stocks with under-appreciated growth potential; (c) fixed income securities, including taxable and tax-exempt securities; (d) blend strategies, combining style-pure investment components with systematic rebalancing; (e) passive management, including both index and enhanced index strategies; (f) alternative investments, including hedge funds, currency management strategies and private capital (e.g., direct real estate investing); and (g) asset allocation services, including dynamic asset allocation, customized target date funds, target risk funds and other strategies tailored to help clients meet their investment goals.

Sub-advisory client mandates span AllianceBernstein’s investment strategies, including value, growth, fixed income and blend. AllianceBernstein serves as sub-advisor to retail mutual funds, insurance products, retirement platforms and institutional investment products.

AllianceBernstein provides its services using various investment disciplines, including market capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g.,U.S., international, global and emerging markets), as well as local and regional disciplines in major markets around the world.

AllianceBernstein markets and distributes alternative investment products globally to high-net-worth clients and institutional investors. Alternative product assets under management totaled $12.0 billion as of December 31, 2011, $10.5 billion of which was institutional assets under management, $1.4 billion of which was private client assets under management and $0.1 billion of which was retail assets under management.

In 2008, AllianceBernstein created a unit called AllianceBernstein Defined Contribution Investments (“ABDC”) focused on expanding AllianceBernstein’s capabilities in the defined contribution (“DC”) market. ABDC seeks to provide the most effective DC investment solutions in the industry, as measured by product features, reliability, cost and flexibility, to meet specialized client needs by integrating research and investment design, product strategy, strategic partnerships (e.g., record-keeper partnerships and operations collaboration), and client implementation and service. In November 2010, AllianceBernstein introduced Secure Retirement Strategies (“SRS”), a multi-manager target-date solution. SRS provides guaranteed lifetime retirement income backed by multiple insurers to participants of large DC plans. AllianceBernstein expects its first SRS client funding plan during the second quarter of 2012.sell-side business, Bernstein Research Services.

As of December 31, 2013, 2012, and 2011, AllianceBernstein’s DCclient assets under management which are distributed in all three(“AUM”) were $450 billion, $430 billion and $406 billion, respectively, and its net revenues for the years ended December 31, 2013, 2012 and 2011 were $2.9 billion, $2.7 billion and $2.7 billion, respectively. AXA and its subsidiaries (including, AXA Equitable), whose AUM consist primarily of fixed income investments, together constitute AllianceBernstein’s distribution channels, totaledlargest client. AllianceBernstein’s affiliates represented approximately $25.0 billion.

Revenues

23%, 25% and 23% of its AUM as of December 31, 2013, 2012 and 2011, respectively, and AllianceBernstein earnsearned approximately 5%, 4% and 4% of its net revenues primarily by charging fees for managing the investment assets of, and providing researchfrom services it provided to its clients.affiliates in 2013, 2012 and 2011, respectively.

Generally, AllianceBernstein generally calculatesis compensated for its investment services principally on the basis of investment advisory and services fees calculated as a percentage of the value of assets under management at a specific date or as a percentage of the value of average assets under management for the applicable billing period, with these percentages varying by type of investment service, size of account and total amount of assets AllianceBernstein manages for a particular client. Accordingly, fee income generally increases or decreases as assets under management increases or decreases. Increases in assets under management generally result from market appreciation, positive investment performance for clients, net asset inflows from new and existing clients or acquisitions. Similarly, decreases in assets under management generally result from market depreciation, negative investment performance for clients, or net asset outflows due to client redemptions, account terminations or asset withdrawals.

AllianceBernstein is eligible to earn performance-based fees on alternative investments, including hedge fund services, as well as some long-only services provided to its institutional clients. In these situations, AllianceBernstein charges a base advisory fee and is eligible to earn an additional performance-based fee or incentive allocation that is calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. In addition, some performance-based fees include a high-watermark provision, which generally provides that if a client account underperforms relative to its performance target (whether absolute or relative to a specified

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benchmark), it must gain back such underperformance before AllianceBernstein can collect future performance-based fees. Therefore, if AllianceBernstein fails to achieve its performance target for a particular period, AllianceBernstein will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, its ability to earn future performance-based fees will be impaired. If the percentage of AllianceBernstein’s assets under management subject to performance-based fees grows, seasonality and volatility of revenue and earnings are likely to become more significant. AllianceBernstein’s performance-based fees in 2011, 2010 and 2009 were $16.5 million, $20.5 million and $29.8 million, respectively. For additional information on AllianceBernstein’s performance-based fees, see the AllianceBernstein Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

AllianceBernstein sometimes experiences periods when the number of new accounts or the amount of assets under management increases or decreases significantly. These changes result from wide-ranging factors, including conditions of financial markets, AllianceBernstein’s investment performance for clients, the experience of the portfolio manager (both with AllianceBernstein and in the industry generally), the client’s overall relationship with AllianceBernstein, consultant recommendations and changes in its clients’ investment preferences, risk tolerances and liquidity needs.

AllianceBernstein also generates revenues from clients to whom it provides research, portfolio analysis and brokerage-related services, primarily in the form of transaction fees calculated as either “cents per share” (generally in the U.S. market) or a percentage of the value of the securities traded (generally outside of the U.S.) for these clients. In 2009, AllianceBernstein re-launched its equity capital markets business, through which it earns revenues from issuers of publicly-traded securities to which it provides these services in the form of underwriting fees, management fees and/or selling concessions, depending on AllianceBernstein’s role in the offering.

AllianceBernstein’s revenues may fluctuate for a number of reasons. For additional information on AllianceBernstein’s revenues, see the AllianceBernstein Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Assets Under Management

As of December 31, 2011, AllianceBernstein had approximately $405.9 billion in assets under management, including approximately $223.9 billion from institutional services, approximately $112.6 billion from retail services and approximately $69.4 billion from private client services. As of December 31, 2011, assets of AXA, AXA Financial and AXA Equitable, including investments in EQAT and VIP Trust represented approximately 23% of AllianceBernstein’s total assets under management, and fees and other charges for the management of those assets accounted for approximately 4% of AllianceBernstein’s total revenues. The Investment Management segment continues to provide asset management services to AXA Equitable.AUM.

For additional information about AllianceBernstein, including its results of operations, see “Business - Regulation” andthe AllianceBernstein 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Continuing Operations by Segment - Investment Management” and Note 1 of Notes to Consolidated Financial StatementsStatements.

Research

AllianceBernstein’s high-quality, in-depth research is the foundation of its business. AllianceBernstein believes that its global team of research professionals, whose disciplines include economic, fundamental equity, fixed income and quantitative research, give it a competitive advantage in achieving investment success for its clients. AllianceBernstein also has experts focused on multi-asset strategies, wealth management and alternatives. The breadth of its research expertise is reflected in the range of products and investment solutions AllianceBernstein 10-K.offers to its clients.

EMPLOYEESInvestment Services

AllianceBernstein’s investment services include: (a) actively-managed equity strategies, including style-pure (e.g., value and growth) and absolute return-focused strategies; (b) actively-managed traditional and unconstrained fixed income strategies, including taxable and tax-exempt strategies; (c) passive management, including index and enhanced index strategies; (d) alternative investments, including hedge funds, funds of funds and private equity (e.g., direct real estate investing); and (e) multi-asset services and solutions, including dynamic asset allocation, customized target-date and target-risk funds, and other strategies tailored to help clients meet their investment goals.

AllianceBernstein’s services employ various investment disciplines, including market capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g., U.S., international, global, emerging markets, regional and local), in major markets around the world.

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Distribution Channels

Institutions.    To its institutional clients, which include private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and various of AllianceBernstein’s affiliates, AllianceBernstein offers separately-managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles (“Institutional Services”).

AllianceBernstein manages the assets of its institutional clients pursuant to written investment management agreements or other arrangements, all of which generally are terminable at any time or upon relatively short notice by either party. In general, AllianceBernstein’s written investment management agreement may not be assigned without client consent.

AXA and its subsidiaries (including AXA Equitable) together constitute AllianceBernstein’s largest institutional client. Their AUM accounted for approximately 31%, 35% and 31% of AllianceBernstein’s institutional AUM as of December 31, 2013, 2012 and 2011, respectively, and approximately 22%, 17% and 13% of AllianceBernstein’s institutional revenues for 2013, 2012 and 2011, respectively. No single institutional client other than AXA and its subsidiaries accounted for more than approximately 1% of AllianceBernstein’s net revenues for the year ended December 31, 2013.

As of December 31, 2013, 2012 and 2011, Institutional Services represented approximately 50%, 51% and 55%, respectively, of AllianceBernstein’s AUM, and the fees AllianceBernstein earned for providing these services represented approximately 15%, 18% and 22% of AllianceBernstein’s net revenues for 2013, 2012, and 2011, respectively.

Retail.    AllianceBernstein provides investment management and related services to a wide variety of individual retail investors, both in the U.S. and internationally, through retail mutual funds AllianceBernstein sponsors, mutual fund sub-advisory relationships, separately-managed account programs, and other investment vehicles (“Retail Products and Services”).

AllianceBernstein distributes its Retail Products and Services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act (“U.S. Funds”), or (ii) not registered under the Investment Company Act and generally not offered to United States persons (“Non-U.S. Funds” and, collectively with the U.S. Funds, “AllianceBernstein Funds”). They also include separately-managed account programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. In addition, AllianceBernstein provides distribution, shareholder servicing, transfer agency services and administrative services for its Retail Products and Services.

Fees paid by the U.S. Funds are reflected in the applicable investment management agreement, which generally must be approved annually by the boards of directors or trustees of those funds, including by a majority of the independent directors or trustees. Increases in these fees must be approved by fund shareholders; decreases need not be, including any decreases implemented by a fund’s directors or trustees. In general, each investment management agreement with the U.S. Funds provides for termination by either party at any time upon 60 days’ notice.

Fees paid by Non-U.S. Funds are reflected in investment management agreements that continue until they are terminated. Increases in these fees generally must be approved by the relevant regulatory authority, depending on the domicile and structure of the fund, and Non-U.S. Fund shareholders must be given advance notice of any fee increases.

The mutual funds AllianceBernstein sub-advises for AXA and its subsidiaries (including AXA Equitable) together constitute AllianceBernstein’s largest client. They accounted for approximately 23%, 20% and 20% of AllianceBernstein’s retail AUM as of December 31, 2013, 2012, and 2011, respectively, and approximately 2%, 3% and 3% of AllianceBernstein’s retail net revenues for 2013, 2012 and 2011, respectively.

Certain subsidiaries of AXA, including AXA Advisors, a subsidiary of AXA Financial, were responsible for approximately 2%, 4% and 1% of total sales of shares of open-end AllianceBernstein Funds in 2013, 2012 and 2011, respectively. During 2013, UBS AG was responsible for approximately 12% of AllianceBernstein’s open-end AllianceBernstein Fund sales. Neither AllianceBernstein’s affiliates nor UBS AG are under any obligation to sell a specific amount of AllianceBernstein Fund shares and each also sells shares of mutual funds that it sponsors and that are sponsored by unaffiliated organizations. No other entity accounted for 10% or more of AllianceBernstein’s open-end AllianceBernstein Fund sales.

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Most open-end U.S. Funds have adopted a plan under Rule 12b-1 of the Investment Company Act that allows the fund to pay, out of assets of the fund, distribution and service fees for the distribution and sale of its shares. The open-end U.S. Funds have entered into such agreements with AllianceBernstein, and AllianceBernstein has entered into selling and distribution agreements pursuant to which it pays sales commissions to the financial intermediaries that distribute AllianceBernstein’s open-end U.S. Funds. These agreements are terminable by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of fund shares.

As of December 31, 2013, retail U.S. Fund AUM were approximately $47 billion, or 31% of retail AUM, as compared to $45 billion, or 31%, as of December 31, 2012, and $41 billion, or 36%, as of December 31, 2011. Non-U.S. Fund AUM, as of December 31, 2013, totaled $56 billion, or 36% of retail AUM, as compared to $60 billion, or 42%, as of December 31, 2012, and $35 billion, or 31%, as of December 31, 2011.

As of December 31, 2013, 2012 and 2011, AllianceBernstein’s Retail Services represented approximately 34%, 34% and 28% of AllianceBernstein’s AUM, and the fees AllianceBernstein earned from providing these services represented approximately 47%, 44% and 40% of AllianceBernstein’s net revenues for the years ended December 31, 2013, 2012 and 2011, respectively.

Private Client.    To AllianceBernstein’s private clients, which include high-net-worth individuals and families, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities (including most institutions for which AllianceBernstein manages accounts with less than $25 million in AUM), AllianceBernstein offers separately-managed accounts, hedge funds, mutual funds and other investment vehicles (“Private Client Services”).

Private client accounts generally are managed pursuant to a written investment advisory agreement among the client, AllianceBernstein and Sanford C. Bernstein & Co., LLC (one of AllianceBernstein’s subsidiaries, “SCB LLC”), which agreement usually is terminable at any time or upon relatively short notice by any party. In general, these agreements may not be assigned without the consent of the client.

As of December 31, 2013, 2012 and 2011, Private Client Services represented approximately 16%, 15% and 17%, respectively, of AllianceBernstein’s AUM, and the fees AllianceBernstein earned from providing these services represented approximately 20%, 21% and 24% of AllianceBernstein’s net revenues for 2013, 2012 and 2011, respectively.

Bernstein Research Services.    AllianceBernstein offers high-quality fundamental research, quantitative services and brokerage-related services in equities and listed options to institutional investors such as pension fund, hedge fund and mutual fund managers, and other institutional investors (“Bernstein Research Services”). AllianceBernstein serves its clients, which are based in the United States, Europe, Asia, the Middle East and Canada, through various subsidiaries, including SCB LLC, Sanford C. Bernstein Limited and Sanford C. Bernstein (Hong Kong) Limited (collectively, “SCB”). AllianceBernstein’s sell-side analysts, who provide fundamental company and industry research along with quantitative research into securities valuation and factors affecting stock price movements, are consistently among the highest ranked research analysts in industry surveys conducted by third-party organizations.

AllianceBernstein earns revenues for providing investment research to, and executing brokerage transactions for, institutional clients. These clients compensate AllianceBernstein principally by directing SCB to execute brokerage transactions on their behalf, for which AllianceBernstein earns commissions. These services accounted for approximately 15%, 15% and 16% of AllianceBernstein’s net revenues for the years ended December 31, 2013, 2012 and 2011, respectively.

For additional information about AllianceBernstein’s investment advisory fees, including performance-based fees, see the AllianceBernstein 10-K, the AllianceBernstein Risk Factors in Exhibit 13.1 hereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Continuing Operations by Segment - Investment Management.”

EMPLOYEES

As of December 31, 2013, we had approximately 4,6033,782 full-time employees and AllianceBernstein had approximately 3,7643,295 full-time employees.

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COMPETITION

Insurance.    There is strong competition among insurers, banks, brokerage firms and other financial institutions and providers seeking clients for the types of products and services we provide, including insurance, annuity and other investment products and services. Competition is intense among a broad range of financial institutions and other financial service providers for retirement and other savings dollars. For additional information regarding competition, see “Risk Factors.”

The principal competitive factors affecting our business are our financial strength as evidenced, in part, by our financial and claims-paying ratings; access to capital; access to diversified sources of distribution; size and scale; product quality, range,

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features/functionality and price; our ability to bring customized products to the market quickly; our ability to explain complicated products and features to our distribution channels and customers; crediting rates on fixed products; visibility, recognition and understanding of our brandsbrand in the marketplace; reputation and quality of service; and (with respect to variable insurance and annuity products, mutual funds and other investment products) investment options, flexibility and investment management performance.

The turbulence in the financial markets over the past few years, its impact on the capital position and product offerings of many competitors, and subsequent actions by regulators and rating agencies has altered the competitive landscape. As a result, financial strength, pricing and product features have taken on greater significance in the eyes of some customers and certain distributors. While management believes that we are well positioned to compete over the long run, financial market turbulenceThis has led many companies, including us, to re-examine the pricing and features of certain products that we offer offered and/or to discontinue offering such products altogether. This has had,As a result, pricing, product features and may continue tofinancial strength have an adverse effecttaken on our sales, particularly variable annuity sales.greater significance in the eyes of some customers and certain distributors. For additional information on the products we offer, see “Business - General” and “Business – Products.”

We and our affiliated distributors must attract and retain productive sales representatives to sell our products. Strong competition continues among financial institutions for sales representatives with demonstrated ability. We and our affiliated distribution companies compete with other financial institutions for sales representatives primarily on the basis of financial position, product breadth and features, support services and compensation policies. For additional information, see “Risk Factors.”

Legislative and other changes affecting the regulatory environment can affect our competitive position within the life insurance industry and within the broader financial services industry. For additional information, see “Business - Regulation” and “Risk Factors.”

Investment Management. The financial services industry is intensely competitive and new entrants are continually attracted to it. No single or small group of competitors is dominant in the industry.    AllianceBernstein competes in all aspects of its business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions that often provide investment products that have similar features and objectives as those AllianceBernstein offers. AllianceBernstein’s competitors offer a wide range of financial services to the same customers that AllianceBernstein seeks to serve. Some of AllianceBernstein’s competitors are larger, have a broader range of product choices and investment capabilities, conduct business in more markets, and have substantially greater resources than AllianceBernstein. These factors may place AllianceBernstein at a competitive disadvantage, and AllianceBernstein can give no assurance that its strategies and efforts to maintain and enhance its current client relationships, and create new ones, will be successful.

AXA AXA Equitable and certain of their directits subsidiaries (including AXA Financial and indirect subsidiariesAXA Equitable) offer financial services, some of which compete with those offered by AllianceBernstein. AllianceBernstein’s partnership agreement specifically allows AXA Financial and its subsidiaries (other than the AB General Partner) to compete with AllianceBernstein and to exploit opportunities that may be available to AllianceBernstein. AXA, AXA Financial, AXA Equitable and certain of their respective subsidiaries have substantially greater resources than AllianceBernstein does and are not obligated to provide resources to AllianceBernstein.

To grow its business, AllianceBernstein must be able to compete effectively for assets under management.AUM. Key competitive factors include (i) AllianceBernstein’s investment performance for its clients; (ii) AllianceBernstein’s commitment to place the interests of its clients first; (iii) the quality of AllianceBernstein’s research; (iv) AllianceBernstein’s ability to attract, retain and motivate highly skilled, and often highly specialized, personnel; (v) the array of investment products AllianceBernstein offers; (vi) the fees AllianceBernstein charges; (vii) Morningstar/Lipper rankings for the AllianceBernstein Funds; (viii) AllianceBernstein’s operational effectiveness; (ix) AllianceBernstein’s ability to further develop and market its brand; and (x) AllianceBernstein’s global presence.

Increased competition could reduce the demand for AllianceBernstein’s products and services, which could have a material adverse effect on its financial condition, results of operations and business prospects.

 

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REGULATION

Insurance Regulation

We are licensed to transact insurance business, and are subject to extensive regulation and supervision by insurance regulators, in all 50 states of the United States, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands and nine of Canada’s twelve provinces and territories. We are domiciled in New York and are primarily regulated by the Superintendent (the “Superintendent”) of the New York State Department of Financial Services Life Bureau, (the “NYSDFS”“NYDFS”) formerly the New York State Insurance Department.. The extent of regulation by jurisdiction varies, but most jurisdictions have laws and regulations governing the financial aspects and business conduct of insurers. State laws in the U.S. grant insurance regulatory authorities broad administrative powers with respect to, among other things, sales practices, standards ofestablishing statutory capital and reserve requirements and solvency adequacy of reserves,standards, reinsurance and hedging, risk-based capital,protecting privacy, regulating advertising, restricting the payment of dividends and other transactions between affiliates, permitted types and concentrations of investments and business conduct to be maintained by insurance companies as well as agent licensing, approval of policy forms and, for certain lines of insurance, approval or filing of rates. Insurance regulators have the discretionary authority to limit or prohibit new issuances of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is not maintaining adequate statutory surplus or capital. Additionally, the New York Insurance Law limits sales commissions and certain other marketing expenses that we may incur. For additional information on Insurance Supervision, see “Risk Factors.”

We are required to file detailed annual financial statements, prepared on a statutory accounting basis, with supervisory agencies in each of the jurisdictions in which we do business. Such agencies may conduct regular or targeted examinations of our operations and accounts, and make requests for particular information from us. In addition to oversight by state insurance regulators in recent years, the insurance industry has seen an increase in inquiries from state attorneys general and other state officials regarding compliance with certain state insurance, securities and other applicable laws. We have received and responded to such inquiries from time to time. For example, AXA Equitable, along with other life insurance industry companies has been the subject of various inquiries regarding its death claim, escheatment and unclaimed property proceduresprocedures. For additional information, see Note 17 of Notes to Consolidated Financial Statements.

Recently, the National Association of Insurance Commissioners (the “NAIC”) and is cooperating with these inquiries. In June 2011, the New York State Attorney General’s office issued a subpoena to AXA Equitable in connection with its investigationNYDFS have been scrutinizing insurance companies’ use of industry escheatment and unclaimed property procedures. AXA Equitable also has been contacted by a third party auditor acting on behalf of a number of U.S. state jurisdictions reviewing compliance with unclaimed property laws of those jurisdictions.affiliated captive reinsurers or off-shore entities. In July 2011, AXA Equitable2012, as part of an industry-wide inquiry, we received and responded to a request from the NYSDFSNYDFS to use data available on the U.S. Social Security Administration’s Death Master File or similar database to identify instances where death benefits under life insurance policies, annuities and retained asset accounts are payable, to locate and pay beneficiaries under such contracts, and to report the results ofprovide information regarding the use of affiliated captive reinsurers or off-shore entities to reinsure insurance risks. In June 2013, the data. AXA Equitable has filed several reports with the NYSDFS relatedNYDFS issued a highly critical report setting forth its findings to date relating to its request. The auditsinquiry into the life insurance industry’s use of captive insurance companies. In its report, the NYDFS recommended that (i) the NAIC develop enhanced disclosure requirements for reserve financing transactions involving captive insurers, (ii) the Federal Insurance Office (the “FIO”), Office of Financial Research (the “OFR”), the NAIC and relatedstate insurance commissioners conduct inquiries have resulted insimilar to the paymentNYDFS inquiry and (iii) state insurance commissioners consider an immediate national moratorium on new reserve financing transactions involving captive insurers until these inquiries are complete. Like many life insurance companies, we utilize a captive reinsurer as part of deathour capital management strategy. We cannot predict what, if any, changes may result from these reviews. If the NYDFS or other state insurance regulators were to restrict the use of such captive reinsurers or if we otherwise are unable to continue to use a captive reinsurer, the capital management benefits and changes to AXA Equitable’s relevant procedures. AXA Equitable expects it will also result in the reporting and escheatment of unclaimed death benefits, including potential interestwe receive under this reinsurance arrangement could be adversely affected. For additional information on such payments.captives, see “Risk Factors.”

Holding Company and Shareholder Dividend Regulation.    Most states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. The insurance holding company laws and regulations vary from jurisdiction to jurisdiction, but generally require a controlled insurance company (insurers that are subsidiaries of insurance holding companies) to register with state regulatory authorities and to file with those authorities certain reports, including information concerning its capital structure, ownership, financial condition, certain intercompany transactions and general business operations.

State insurance statutes also typically place restrictions and limitations on the amount of dividends or other distributions payable by insurance company subsidiaries to their parent companies, as well as on transactions between an insurer and its affiliates.

In 2011, we paid an aggregate of $379 million in shareholder dividends to AXA Financial. For additional information on shareholder dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Guaranty Associations and Similar Arrangements.All    Each of the states in which we are admitted to transact business require life insurers doing business within the jurisdiction to participate in guaranty associations, which are organized to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These

 

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These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.

During each of the past five years, the assessments levied against us have not been material.

NAIC.    The NAIC is an organization, the mandate of which is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC provides standardized insurance industry accounting and reporting guidance through its Accounting Practices and Procedures Manual (the “Manual”). However, statutory accounting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the Manual or modifications by the various state insurance departments may impact the statutory capital and surplus of our U.S. insurance companies.

The NAIC currently has in place its “Solvency Modernization Initiative,” which is designed to review the U.S. financial regulatory system and all aspects of financial regulation affecting insurance companies. Though broad in scope, the NAIC has stated that the Solvency Modernization Initiative will focus on: (1) capital requirements; (2) governance and risk management; (3) group supervision; (4) statutory accounting and financial reporting; and (5) reinsurance. This initiative has resulted in the recent adoption by the NAIC of the NAIC Risk Management and Own Risk and Solvency Assessment Model Act which, following enactment at the state level, will require larger insurers, at least annually beginning in 2015, to assess the adequacy of their and their group’s risk management and current and future solvency position. On January 7, 2014, the NYDFS issued proposed rulemaking on insurance company enterprise risk management (“ERM”) and own risk solvency assessment (“ORSA”) requirements. The proposed provisions of the ERM report are substantially similar to the recently added Form F of the NAIC Insurance Holding Company System Model Regulation, and the ORSA summary report New York will require is substantially similar to the NAIC Risk Management and Own Risk and Solvency Assessment Model Act.

We cannot predict the additional capital requirements or compliance costs these requirements may impose.

Surplus and Capital; Risk Based Capital (“RBC”).    Insurers are required to maintain their capital and surplus at or above minimum levels. Regulators have discretionary authority, in connection with the licensing of insurance companies, to limit or prohibit an insurer’s sales to policyholders if, in their judgment, the regulators determine that such insurer has not maintained the minimum surplus or capital or that the further transaction of business will be hazardous to policyholders. We are subject to RBC requirements and report our RBC based on a formula calculated by applying factors to various asset, premium and statutory reserve items, as well as taking into account the risk characteristics of the insurer. The major categories of risk involved are asset risk, insurance risk, interest rate risk, market risk and business risk. The formula is used as a regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose RBC ratio does not meet or exceed certain RBC levels. As of the date of the most recent annual statutory financial statements filed with insurance regulators, our RBC was in excess of each of those RBC levels. For additional information on RBC, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Dodd-Frank Wall Street Reform and Consumer Protection Act

Currently, the U.S. federal government does not directly regulate the business of insurance. While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) does not remove primary responsibility for the supervision and regulation of insurance from the states, Title V of the Dodd-Frank Act establishes a Federal Insurance Office (“FIO”)the FIO within the U.S. Treasury Department and reforms the regulation of the non-admitted property and casualty insurance market and the reinsurance market. The FIO has authority that extends to all lines of insurance except health insurance, crop insurance and (unless included with life or annuity components) long-term care insurance. Under the Dodd-Frank Act, the FIO is charged with monitoring all aspects of the insurance industry (including identifying gaps in regulation that could contribute to a systemic crisis), recommending to the newly established Financial Stability Oversight Council (“FSOC”) the designation of any insurer and its affiliates (potentially including AXA and its affiliates) as a non-bank financial company subject to oversight by the Board of Governors of the Federal Reserve System (including the administration of stress testing on capital), assisting the Treasury Secretary in negotiating “covered agreements” with non-US governments or regulatory authorities, and, with respect to state insurance laws and regulation, determining whether such state insurance measures are pre-empted by such covered agreements. In addition, the FIO will be empowered to request and collect data (including financial data) on and from the insurance industry and insurers (including reinsurers) and their affiliates. In such capacity, the FIO may require an insurer or an affiliate of an insurer to submit such data or information as the FIO may reasonably require. In addition, the

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FIO’s approval will be required to subject an insurer or a company whose largest U.S. subsidiary is an insurer to resolution mechanisms described above.the special orderly liquidation process outside the federal bankruptcy code, administered by the Federal Deposit Insurance Corporation pursuant to the Dodd-Frank Act. The Dodd-Frank Act also reforms the regulation of the non-admitted property/casualty insurance market (commonly referred to as excess and surplus lines) and the reinsurance markets, including the ability of non-domiciliary state insurance regulators to deny credit for reinsurance when recognized by the ceding insurer’s domiciliary state regulator.

Other aspects of our operations could also be affected by the Dodd-Frank Act. For example,These include:

Heightened Standards and Safeguards.    The FSOC may recommend that state insurance regulators or other regulators apply new or heightened standards and safeguards for activities or practices we and other insurers or other financial services companies engage in if the FSOC determines that those activities or practices could create or increase the risk that significant liquidity, credit or other problems spread among financial companies. We cannot predict whether any such recommendations will be made or their effect on our business, consolidated results of operations or financial condition.

Over-The-Counter Derivatives Regulation.    The Dodd-Frank Act also includes a new framework of regulation of the Over-The-Counterover-the-counter (“OTC”) derivatives markets that will requirewhich requires clearing of certain types of transactions currently traded over-the-counter which will be required to be traded on swaps execution facilities in the future. This will imposeOTC and imposes additional costs, including transaction costs, new capitalreporting and margin requirements and will likely impose additional regulation on AXA Equitable, as well as changing the overall market structure for the tradingCompany. Our costs of these types of derivatives. Increased margin requirements on our part could reduce our liquidity and narrow the range of securities in which we invest. However,risk mitigation are increasing under Dodd-Frank. For example, increased margin requirements including the requirement to pledge initial margin for OTC cleared transactions entered into after June 10, 2013 and for OTC uncleared transactions entered into after the phase-in period, which would be applicable to us in 2019 if the U.S. Commodity Futures Trading Commission and the SEC adopt the final margin requirements for non-centrally cleared derivatives published by the Bank of International Settlements and International Organization of Securities Commissions in September 2013, combined with restrictions on counterparties could reducesecurities that will qualify as eligible collateral, will require increased holdings of cash and highly liquid securities with lower yields causing a reduction in income. Centralized clearing of certain OTC derivatives exposes us to the risk of a default by a clearing member or clearinghouse with respect to our exposure to counterparties’ default.cleared derivative transactions. We use derivatives to mitigate a wide range of risks in connection with our business, including the impact of increased benefit exposures from certain of variable annuity products we sold that offer guaranteed benefits. The derivative clearing requirementsenhanced guarantee features. We have always been subject to the risk that our hedging and other management procedures might prove ineffective in reducing the risks to which insurance policies expose us or that unanticipated policyholder behavior or mortality, combined with adverse market events, could produce economic losses beyond the scope of the risk management techniques employed. Any such losses could be increased by higher costs of writing derivatives (including customized derivatives) and the reduced availability of customized derivatives that might result from the enactment and implementation of the Dodd-Frank Act could increase the cost of such mitigation.Act.

In addition, theBroker-Dealer Regulation.    The Dodd-Frank Act provides that the SEC may promulgate rules to provide that the standard of conduct for all broker-dealers, when providing personalized investment advice about securities to retail customers (and any other customers

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as the SEC may by rule provide) will be the same as the standard of conduct applicable to an investment adviser under the Investment Advisers Act of 1940. Although the full impact of such a provision can only be measured when the implementing regulations are adopted, the intent of this provision is to authorize the SEC to impose on broker-dealers fiduciary duties to their customers, as applies to investment advisers under existing law. At the same time that the SEC is considering rulemaking as directed by the Dodd-Frank Act, FINRA has recently proposed and, in some cases, finalized significant additional rules of conduct affecting broker-dealers in a number of areas. The Department of Labor (“DOL”) has also been active in rulemaking activities which may potentially affect broker-dealer and investment advisory business, including the provision of increased compensation disclosure to qualified plans and possible expansion of the definition of a “fiduciary” under the Employment Retirement Income Security Act (“ERISA”).

International Regulation

In addition, regulators and lawmakers in non-U.S. jurisdictions are engaged in addressing the causes of the financial crisis and means of avoiding such crises in the future. On July 18, 2013, the International Association of Insurance Supervisors (“IAIS”) published an initial assessment methodology for designating global systemically important insurers (“G-SIIs”). On the same date, the Financial Stability Board (“FSB”), in consultation with the IAIS and national authorities, published its initial list of nine G-SIIs, which includes our ultimate parent company, AXA. The framework policy measures for G-SIIs include (1) “basic” capital requirements (formerly known as “backstop” capital requirements) (“BCR”) applicable to all group activities, (2) additional capital buffers for business deemed non-traditional/non-insurance, (3) greater regulatory authority over holding companies, (4) various measures to promote “structural self-sufficiency” of group companies and reduce group interdependencies, and (5) in general, a greater level of regulatory scrutiny for G-SIIs (including a requirement to prepare recovery and resolutions plans) which will entail significant new reporting and compliance burdens (and costs). In addition to these measures applicable to G-SIIs, the IAIS announced on October 9, 2013 that it will develop a risk-based

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global insurance capital standard (“ICS”) by 2016 applicable to all internationally active insurance groups with a view to implementation in 2019. The relationship between the ICS and the BCR is currently unclear. These measures could have far reaching regulatory and competitive implications for the AXA Group, which in turn could materially affect our consolidated results of operations, financial condition, liquidity and how we operate our business. For additional information, see “Risk Factors.”

Federal Tax Legislation

There are a number of existing, expiring, newly enacted and previously or currently proposed Federal tax initiatives that may also significantly affect us including, among others, the following.

Estate and Related Taxes..    Under Federal tax legislation passed in 2001,enacted on January 2, 2013, exemption amounts had been increasing and rates had been decreasing for estate, gift and generation skipping transfer (“GST”) taxes through 2009. These taxes were repealed for 2010, though a $1 million gift tax limit remained in place. Legislation enacted in December 2010 reinstated the estate and GST taxes in the United States on estates, overgifts or GST transfers exceeding $5 million (indexed and $10per individual ($5.34 million for married couples),2014, as indexed for inflation) will be subject to tax at a top rate of 35%40%. The legislation also reunified gift taxes with the new exemption level and rates. This rate and exemption amount will apply through December 31, 2012, at which time they are scheduled to increase to a 55% maximum rate with a $1 million exemption amount. The reinstatementpermanence of the estate tax for 2011-2012 with a return to lower exemptions and higher ratesas enacted in 2013 may benefit saleswith an inflation indexed exemption amount of $5 million, a top tax rate of 40% and persistency. The prospect of“portability” which allows a future elimination of the estate tax or permanency of either the 2011-2012 exemptions and rates or 2009’s $3.5 million/45% top ratesurviving spouse to use a deceased spouse’s unused exemption could be expected to have an adverse impact on life insurance sales as a significant portion of our life insurance sales are made in conjunction with estate planning. InAt the interim,same time, the higher gift tax exemption may encourage certain gifting techniques involving life insurance estate planning forin larger estates.

Income, Capital Gains and Dividend Tax Rates..    Federal tax legislation passed in 2001 and 2003enacted on January 2, 2013 made permanent reduced income tax rates for individuals except those with taxable income of over $400,000 per year ($450,000 for a married couple on a joint tax return) who will now be subject to a top income tax rate of 39.6% (an increase from 35%) and tax rates ona top long-term capital gains and qualifying corporate dividends.dividend tax rate of 20% (an increase from 15%). Such changes have lessenedmay increase the tax appeal of cash value life insurance and annuity products. Legislation passedproducts for individuals in December 2010 extended these lower rates until taxable years beginning after December 31, 2012, after which time these lower rates will expire.the higher tax bracket. The tax advantages of cash value life insurance and annuity products wouldshould increase favorably increase in the eventview of higher income and capital gains tax rates and the application of a new 3.5% FICAnewly enacted 3.8% net investment income tax on investment type income for higher earning taxpayers beginning in 2013. Proposals related to higher income taxpayers, such as a minimum tax rate of 30% or taxing dividend income at ordinary income tax rates, could also make life insurance and annuity products more attractive to such taxpayers. The attractiveness of such products would be reduced if lower income tax rates and rates on capital gains and dividends are extended.

Dividends Received Deduction..    The Treasury Department and the Internal Revenue Service have indicated that they intend to address through guidance the methodology to be followed in determining the dividends received deduction (“DRD”) related to variable life insurance and annuity contracts. The DRD reduces the amount of dividend income subject to tax and is a significant component of the difference between our actual tax expense and expected amount determined using the federal statutory tax rate of 35%. A change in the DRD, including the possible retroactive or prospective elimination of this deduction through regulations or legislation, could increase our actual tax expense and reduce our consolidated net income.earnings.

In February 2012,March 2014, the Obama Administration released the “General Explanations of the Administration’s Revenue Proposals” (the “Green Book”). The Green Book included proposals, which if enacted, would affect the taxation of life insurance companies and certain life insurance products. In particular, the proposals would change the method used to determine the amount of dividend income received by a life insurance company on assets held in separate accounts established to support variable life insurance and variable annuity contracts that is eligible for the DRD. The proposal is similar to proposals, included in both the 2010 and 2011 Green BookBooks for 2010-2013, that were not enacted.

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Corporate Owned Life Insurance..    The 20122014 Green Book also contained a proposal, similar to 2010 and 2011 proposals in 2010-2013 which, if enacted, would affect the treatment of certain corporate owned life insurance policies (“COLIs”). The proposal would limit a portion of a business entity’s interest deductions unless the insured person was a 20% or more owner of the business. If a proposal of this type were enacted, our sale of new COLIs, could be adversely affected. In its current form, the proposal would generally not affect in-force previously purchased COLI policies.

Other Proposals..    The U.S. Congress may also consider proposals for, among other things, the comprehensive overhaul of the Federal tax law and/or tax incentives targeted particularly to lower and middle-income taxpayers. For example, as part of deficit reduction ideas being discussed, there may be renewed interest in tax reform options, which could present sweeping changes to many longstanding tax rules. One possible change includes the creation of new tax-favoredtax-favoured savings accounts that would replace many existing qualified plan arrangements or new limits on the tax benefits available under existing qualified plan arrangements. Others would eliminate or limit certain tax benefits currently available to cash value life insurance and deferred annuity products. Enactment of these changes or similar alternatives would likely adversely affect new sales, and possibly funding and persistency of existing cash value life insurance and deferred annuity products. Finally, current legislative proposals may introduce significant increases on the taxation of financial institutions, including, taxes on certain financial institutions to compensate for the funds dispersed during the financial crisis, taxes on financial transactions, and taxes on executive compensation, including bonuses.

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Recent tax rulings indicate lifetime annuity guarantees can be placed upon mutual fund type investment portfolios outside the annuity contract. Such portfolios would not be tax-deferred but would be eligible to pass capital gain or loss and dividend treatment to the policyholders. Development of such new annuity designs could impact the attractiveness or pricing of current annuity guarantee designs but expand the market for such guarantees.

The current, rapidly changing economic environment and projections relating to government budget deficits may increase the likelihood of substantial changes to Federal tax law. Management cannot predict what, if any, legislation will actually be proposed or enacted based on these proposals or what other proposals or legislation, if any, may be introduced or enacted relating to our business or what the effect of any such legislation might be.

Broker-Dealer and Securities Regulation

We and certain policies and contracts offered by us are subject to regulation under the Federal securities laws administered by the SEC, self-regulatory organizations and under certain state securities laws. These regulators may conduct examinations of our operations, and from time to time make requests for particular information from us.

AXA Advisors, AXA Distributors, AllianceBernstein Investments, Inc., and Sanford C. Bernstein & Co., LLC are registered as broker-dealers (collectively, the “Broker-Dealers”) under the Exchange Act. The Broker-Dealers are subject to extensive regulation by the SEC and are members of, and subject to regulation by, the Financial Industry Regulatory Authority, Inc. (“FINRA”), a self-regulatory organization subject to SEC oversight. The Broker-Dealers are subject to the capital requirements of the SEC and/or FINRA, which specify minimum levels of capital (“net capital”) that the Broker-Dealers are required to maintain and also limit the amount of leverage that the Broker-Dealers are able to employ in their businesses. The SEC and FINRA also regulate the sales practices of the Broker-Dealers. In recent years, the SEC and FINRA have intensified their scrutiny of sales practices relating to variable annuities, variable life insurance and alternative investments, among other products. For example, FINRA and the SEC recently released a joint examination alert related to branch office examinations, which indicates concern these regulators hold for branch office supervisory practices and indicates where they may be focusing inspection and enforcement activities in the near future. In addition, the Broker-Dealers are also subject to regulation by state securities administrators in those states in which they conduct business, who may also conduct examinations and direct inquiries to the Broker-Dealers.

The SEC, FINRA and other governmental regulatory authorities, including state securities administrators, may institute administrative or judicial proceedings that may result in censure, fines, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or member, its officers or employees or other similar sanctions.

Certain of our Separate Accounts are registered as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Separate Account interests under certain annuity contracts and insurance policies

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issued by us are also registered under the Securities Act of 1933, as amended (the “Securities Act”). EQAT and VIP Trust are registered as investment companies under the Investment Company Act and shares offered by these investment companies are also registered under the Securities Act. Many of the investment companies managed by AllianceBernstein, including a variety of mutual funds and other pooled investment vehicles, are registered with the SEC under the Investment Company Act, and, if appropriate, shares of these entities are registered under the Securities Act.

Certain subsidiaries and affiliates of AXA Equitable including, AXA Equitable FMG, and AXA Advisors and AllianceBernstein and certain of its subsidiaries and affiliates are registered as investment advisors under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). The investment advisory activities of such registered investment advisors are subject to various Federal and state laws and regulations and to the laws in those foreign countries in which they conduct business. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. In case of such an event, the possible sanctions that may be imposed include the suspension of individual employees, limitations on engaging in business for specific periods, revocation of registration as an investment advisor, censures and fines.

AXA Equitable FMG is registered with the CFTC as a commodity pool operator and is also a member of the National Futures Association (“NFA”). AllianceBernstein and certain of its subsidiaries are also separately registered with the CFTC as commodity pool operators and commodity trading advisers; Sanford C. Bernstein & Co., LLC is also registered with the CFTC as a futures commissions merchant. The CFTC is a federal independent agency that is responsible for, among other things, the regulation of commodity interests and enforcement of the Commodity Exchange Act (“CEA”). The NFA is a self-regulatory organization to which the CFTC has delegated, among other things, the administration and enforcement of commodity regulatory registration requirements and the regulation of its members. As such, AXA Equitable FMG will be subject to regulation by the NFA and CFTC and will be subject to certain legal requirements and restrictions in the CEA and in the rules and regulations of the CFTC and the rules and by-laws of the NFA on behalf of itself and any commodity pools that it operates, including investor protection requirements and antifraud prohibitions, and will be subject to periodic inspections and audits by the CFTC and NFA. AXA Equitable FMG will also be subject to certain CFTC-mandated disclosure, reporting and recordkeeping obligations once the CFTC proposal seeking to harmonize CFTC requirements for

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investment companies that are also registered with the SEC are finalized. Violations of the rules of the CFTC or NFA could result in remedial actions including censures, fines, registration restrictions, trading prohibitions, limitations on engaging in business for specific periods or the revocations of CFTC registration or NFA membership.

Regulators, including the SEC, FINRA, CFTC, NFA and state attorneys general, continue to focus attention on various practices in or affecting the investment management and/or mutual fund industries, including portfolio management, valuation and the use of fund assets for distribution.

We and certain of our subsidiaries have provided, and in certain cases continue to provide, information and documents to the SEC, FINRA, CFTC, NFA, state attorneys general, state insurance regulators and other regulators on a wide rangeregarding our compliance with insurance, securities and other laws and regulations regarding the conduct of issues. our businesses. For example, we are responding to requests for information and documents from the Consumer Protection Division of the NYDFS relating to the AXA Tactical Manager (“ATM”) volatility management tool strategy. For additional information, see Note 17 of Notes to Consolidated Financial Statements.

Ongoing or future regulatory investigations could potentially result in fines, other sanctions and/or other costs.

ERISA Considerations

We provide certain products and services to employee benefit plans that are subject to ERISA and certain provisions of the Internal Revenue Code. As such, our activities are subject to the restrictions imposed by ERISA and the Internal Revenue Code, including the requirement that fiduciaries must perform their duties solely in the interests of plan participants and beneficiaries, and fiduciaries may not cause or permit a covered plan to engage in certain prohibited transactions with persons (parties-in-interest) who have certain relationships with respect to such plans. The applicable provisions of ERISA and the Internal Revenue Code are subject to enforcement by the U.S. Department of Labor, the Internal Revenue Service (“IRS”) and the Pension Benefit Guaranty Corporation.

Privacy of Customer Information

We are subject to federal and state laws and regulations which require financial institutions to protect the security and confidentiality of customer information, and to notify customers about their policies and practices relating to their collection and disclosure of customer information and their practices relating to protecting the security and confidentiality of that information. We have adopted a privacy policy outlining procedures and practices to be followed by members of the AXA Financial Group relating to the collection, disclosure and protection of customer information. Customer information may only be used to conduct company business. Our companies may not disclose customer information to third parties except as required or permitted by law. Customer information may not be sold or rented to third parties. A copy of the privacy policy is mailed to customers on an annual basis. Federal and state laws require that we provide notice to affected individuals, law enforcement, regulators and regulations require financial institutions to protect the security and confidentiality of customer information and report breachespotentially others if there is a breach in which customer information is intentionally or accidentally disclosed to unauthorized third parties. Federal regulations require financial institutions to implement programs to detect, prevent, and mitigate identity theft. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to both consumers and customers, and also regulate the permissible uses of certain categories of customer information. Violation of these laws and regulations may result in significant fines and remediation costs. Legislation currently under consideration inIt may be expected that legislation considered by either the U.S. Congress andand/or state legislatures could create additional and/or more detailed obligations relating to the use and protection of customer information.

Environmental Considerations

Federal, state and local environmental laws and regulations apply to our ownership and operation of real property. Inherent in owning and operating real property are the risk of hidden environmental liabilities and the costs of any required clean-up. Under the laws of certain states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of clean-up, which could adversely affect our mortgage lending business. In severalsome states, this lien hasmay have priority over the lien of an existing mortgage against such property. In addition, in some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, we may be liable, in certain circumstances, as

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an “owner” or “operator,” for costs of cleaning-up releases or threatened releases of hazardous substances at a property mortgaged to us. We also risk environmental liability when we foreclose on a property mortgaged to us, althoughus. However, Federal legislation provides for a safe harbor from CERCLA liability for secured lenders, that foreclose and sell the mortgaged real estate, provided that certain requirements are met. However, there are circumstances in which actions taken could still expose us to CERCLA liability. Application of various other federal and state environmental laws could also result in the imposition of liability on us for costs associated with environmental hazards.

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We routinely conduct environmental assessments prior to making a mortgage loan or taking title to real estate, whether through acquisition for investment, or through foreclosure on real estate collateralizing mortgages that it holds.mortgages. Although unexpected environmental liabilities can always arise, we seek to minimize this risk by undertaking these environmental assessments consistent with regulatory guidance and complying with our internal procedures, and asprocedures. As a result, we believe that any costs associated with compliance with environmental laws and regulations or any clean-up of properties would not have a material adverse effect on our consolidated results of operations.

Intellectual Property

We rely on a combination of copyright, trademark, patent and trade secret laws to establish and protect our intellectual property rights. AXA Financial has entered into a licensing arrangement with AXA concerning the use by AXA Financial Group of the “AXA” name. We also have an extensive portfolio of trademarks and service marks that we consider important in the marketing of our product and services. We regard our intellectual property as valuable assets and protect them against infringement.

AllianceBernstein has also registered a number of service marks with the U.S. Patent and Trademark Office and various foreign trademark offices, including the combination of an “AB” design logo with the mark “AllianceBernstein.” AllianceBernstein has acquired all of the rights and title in, and to, the Bernstein service marks, including the mark “Bernstein.“Bernstein” and the W.P. Stewart & Co., Ltd. services marks, including the logo “WPSTEWART”.

Iran Threat Reduction and Syria Human Rights Act

AXA Financial, AXA Equitable and their global subsidiaries had no transactions or activities requiring disclosure under the Iran Threat Reduction and Syria Human Rights Act (“Iran Act”), nor were they involved in the AXA Group matters described immediately below.

The non-U.S. based subsidiaries of AXA operate in compliance with applicable laws and regulations of the various jurisdictions where they operate, including applicable international (United Nations and European Union) laws and regulations. While AXA Group companies based and operating outside the United States generally are not subject to U.S. law, as an international group, AXA has in place policies and standards (including the AXA Group International Sanctions Policy) that apply to all AXA Group companies worldwide and often impose requirements that go well beyond local law. For additional information regarding AXA, see“Business - Parent Company.

AXA has reported to us that 14 insurance policies underwritten by one of AXA’s European insurance subsidiaries, AXA France IARD, that were in-force at times during 2013 (two of which were in-force during the fourth quarter of 2013) potentially come within the scope of the disclosure requirements of the Iran Act. Each of these insurance policies relates to property and casualty insurance (homeowners, auto, accident, liability and/or fraud policies) covering property located in France where the insured is a company or other entity that may have direct or indirect ties to the Government of Iran, including Iranian entities designated under Executive Orders 13224 and 13382. AXA France IARD is a French company, based in Paris, which is licensed to operate in France. The annual aggregate revenue AXA derived from these 14 policies is approximately $22,000 and the related net profit, which is difficult to calculate with precision, is estimated to be $11,000.

AXA France IARD has ten additional insurance policies that were originally written in previous years that remained in effect throughout 2013 and may require reporting. These policies involve auto or property insurance provided to companies or other entities that may have direct or indirect ties to the Government of Iran, including Iranian entities designated under Executive Orders 13224 and 13382. The annual aggregate revenue AXA derived from all ten policies is approximately $12,000 and the related net profit, which is difficult to calculate with precision, is estimated to be $6,000.

Also, AXA has informed us that AXA Konzern AG, an AXA European insurance subsidiary, provides property insurance to MCS International GMBH (“MCS”). MCS was designated a Specially Designated National (“SDN”) with the identifier [IRAN] by the Office of Foreign Assets Control (“OFAC”) during the second quarter of 2013, after the insurance policy had been completed. The premium received by AXA in respect of this insurance policy is approximately $15,000 and the related net profit, which is difficult to calculate with precision, is estimated to be $8,000.

As of the date of this report, AXA France IARD and AXA Konzern AG have taken actions necessary to terminate coverage under all 25 of the above-referenced insurance policies.

Additionally, AXA has reported to us that an insurance policy (“Swiss Policy”) underwritten by another of AXA’s European insurance subsidiaries, AXA Winterthur, that was in-force during the first quarter of 2013 potentially comes within the scope of the disclosure requirements of the Iran Act. AXA Winterthur is a Swiss company, based in Winterthur, Switzerland, and is licensed to operate in Switzerland.

The Swiss Policy relates to insurance provided to the International Road Transport Union (“IRU”), a nongovernmental organization based in Geneva which, among other things, acts as the implementing partner of the Transports Internationaux Routiers Customs Transit System (“TIR System”) under mandate of the United Nations. The TIR System is an international

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harmonized system of customs control that facilitates trade and transport by TIR Carnets, which are customs transit documents used to prove the existence of the international guarantee for duties and taxes for the goods transported under the TIR System, with the IRU guaranteeing payment to the contracting countries. The TIR Convention includes more than 70 contracting countries, including the United States, each member of the European Union and many other countries, including Iran.

During the first quarter of 2013, AXA Winterthur provided global cover to the IRU insuring it against financial losses that the IRU may incur if a carrier fails to pay the duty charges under the terms of a TIR Carnet. Under this policy, AXA Winterthur guaranteed duty payments on behalf of the IRU to the TIR national transport associations in each of the more than 70 participating countries, which includes Iran’s TIR System national transport association (the Iran Chamber of Commerce Industry Mines and Agriculture). The annual premium received by AXA in respect of this insurance policy, only a small portion of which related to Iran, is approximately $884,000 and the related net profit, which is difficult to calculate with precision, is estimated to be $442,000. AXA Winterthur has restructured coverage under the Swiss Policy to specifically exclude Iran and notified the IRU accordingly.

Lastly, AXA has informed us about a pension contract in place between a subsidiary in Hong Kong, AXA China Region Trustees Limited (“AXA CRT”), and Hong Kong Intertrade Ltd (“HKIL”), an entity that OFAC has designated an SDN with the identifier [IRAN]. There is only one employee of HKIL (“Employee”) enrolled in this pension contract, who himself also has been designated an SDN with the identifier [IRAN]. The pension contract with HKIL was entered into, and the enrollment of the Employee took place, in May 2012. HKIL was first designated an SDN in July 2012 and the Employee was first designated an SDN in May 2013. The pension contract remains in place, but AXA CRT is discussing with local authorities its ability to terminate the contract. In 2013, the pension contributions received under this pension contract totaled approximately $7,800 and the related net profit, which is difficult to calculate with precision, is estimated to be $3,900.

The aggregate premium during 2013 for the above-referenced pension contract and 26 insurance policies was approximately $940,800, representing approximately 0.0008% of AXA’s consolidated revenues, which are in excess of $100 billion. The related net profit, which is difficult to calculate with precision, is estimated to be $470,900, representing approximately 0.008% of AXA’s aggregate net profit.

PARENT COMPANY

AXA, our ultimate parent company, is the holding company for an international group of insurance and related financial services companies engaged in the financial protection and wealth management business. AXA is one of the world’s largest insurance groups, operating primarily in Europe, North America, the Asia/Pacific region and, to a lesser extent, in other regions including the Middle East, Africa and Latin America. AXA has five operating business segments: life and savings, property and casualty, international insurance, asset management and banking.

Neither AXA nor any affiliate of AXA has any obligation to provide additional capital or credit support to AXA Financial, AXA Equitable or any of its subsidiaries.

Voting Trust.   In connection with AXA’s application to the Superintendent for approval of its acquisition of the capital stock of AXA Financial, AXA and the initial Trustees of the Voting Trust entered into a Voting Trust Agreement dated as of May 12, 1992 (as amended by the First Amendment, dated January 22, 1997, and as amended and restated by the Second Amended and Restated Voting Trust Agreement, dated April 29, 2011, the “Voting Trust Agreement”). Pursuant to the Voting Trust Agreement, AXA and its affiliates (“AXA Parties”) have deposited the shares of AXA Financial’s Common Stock held by them in the Voting Trust. The purpose of the Voting Trust is to ensure for insurance regulatory purposes that certain indirect minority shareholders of AXA will not be able to exercise control over AXA Financial or AXA Equitable.

AXA and any other holder of voting trust certificates will remain the beneficial owner of the shares deposited by it, except that the Trustees will be entitled to exercise all voting rights attached to the deposited shares so long as such shares remain subject to the Voting Trust. In voting the deposited shares, the Trustees must act to protect the legitimate economic interests of AXA and any other holders of voting trust certificates (but with a view to ensuring that certain indirect minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable). All dividends and distributions (other than those that are paid in the form of shares required to be deposited in the Voting Trust) in respect of deposited shares will be

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paid directly to the holders of voting trust certificates. If a holder of voting trust certificates sells or transfers deposited shares to a person who is not an AXA Party and is not (and does not, in connection with such sale or transfer, become) a holder of voting trust certificates, the shares sold or transferred will be released from the Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of the Voting Trust has been extended, with the prior approval of the Superintendent, until April 29, 2021. Future extensions of the term of the Voting Trust remain subject to the prior approval of the Superintendent.

 

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Part I, Item 1A.

RISK FACTORS

In the course of conducting our business operations, we could be exposed to a variety of risks. This “Risk Factors” section provides a summary of some of the significant risks that have affected and could affect our business, consolidated results of operations or financial condition. In this section, the terms “we,” “us” and “our” refer to AXA Equitable. As noted below, risk factors relating to AllianceBernstein’s business, reported in the Investment Management segment, are specifically incorporated by reference herein.

Difficult conditions in the global capital markets and the economy may materiallycould adversely affect our business, consolidated results of operations and financial condition and these conditions may not improve in the near term..

Our business, consolidated results of operations and financial condition are materially affected by conditions in the global capital markets and the economy bothgenerally. We have been affected by the financial crisis and its aftermath since 2008. While financial markets generally stabilized and performed well in 2013, a wide variety of factors continue to negatively impact economic conditions and consumer confidence. These factors include, among others, concerns over the pace of the economic recovery, the U.S. and elsewhere aroundFederal Reserve’s tapering of its bond buying program, including, the world. Concerns overpotential impact to emerging economies, the viability of the European Union and its ability to resolve the European debt crisis, the abilityrecent shutdown of the U.S. government, to reign inthe level of U.S. national debt, the European sovereign debt issues, unemployment, the availability and cost of credit, the U.S. deficit, ratings downgrades of U.S. Treasury securities, continued high unemploymenthousing market, inflation levels and a depressed real estate market in the U.S. have contributed to increased volatility and diminished expectations for the economy and the capital markets going forward.geopolitical issues. Given our interest rate and equity market exposure, these events maycould have an adverse effect on us. Our revenues may decline, our profit margins could erode and we could incur significant losses.

Factors such as consumer spending, business investment, government spending, the volatility and strength of the equity markets, interest rates, deflation and inflation all affect the business and economic environment and, ultimately, the amount and profitability of our business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for our financial and insurance products could be adversely affected. In addition, the levels of surrenders and withdrawals of our variable life and annuity contracts we face may be adversely impacted. Our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. Adverse changes in the economy could affect earnings negatively and could have a material adverse effect on our business, consolidated results of operations and financial condition. See “Business – Products” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Continuing Operations by Segment.”

Equity market declines and volatilityInterest rate fluctuations may adversely affectnegatively impact our business, and consolidated results of operations and financial condition.

Declines or volatility in the equity markets, such as those experienced during parts of 2011, can negatively impact our investment returns as well as our business and profitability. For example, equity market declines and/or volatility may, among other things:

decrease the account values of our variable life and annuity contracts which, in turn, reduces the amount of revenue we derive from fees charged on those account and asset values. At the same time, for annuity contracts that provide enhanced guarantee features, equity market declines and/or volatility increases the amount of our potential obligations related to such enhanced guarantee features and may increase the cost of executing product guarantee related hedges beyond what was anticipated in the pricing of the products being hedged. This could result in an increase in claims and reserves related to those contracts, net of any reinsurance reimbursements or proceeds from our hedging programs;

adversely impact the levels of surrenders and withdrawal rates and amounts of our variable life and annuity contracts or cause contract owners to reallocate a portion of their account balances to more conservative investment options (which may have lower fees), which could negatively impact our future profitability and/or increase our benefit obligations particularly if they were to remain in such options during an equity market increase;

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negatively impact the value of equity securities we hold for investment, including our investment in AllianceBernstein, thereby reducing our statutory capital;

reduce demand for variable products relative to fixed products;

lead to changes in estimates underlying our calculations of deferred acquisition costs (“DAC”) that, in turn, could accelerate our DAC amortization and reduce our current earnings;

result in changes to the fair value of our GMIB reinsurance contracts, which could increase the volatility of our earnings; and

decrease the value of assets held to fund payments to employees from our qualified pension plan, which could result in increased pension plan costs.

Interest rate fluctuations or prolonged periods of low interest rates have negatively impacted and should they persist would continue to negatively impact our business and consolidated results of operations and financial condition.

Some of our life insurance and annuities products and certain of our investment products, and our investment returns, are sensitive to interest rate fluctuations, and changes in interest rates may adversely affect our investment returns and results of operations, including in the following respects:

 

changes in interest rates may reduce the spread on some of our products between the amounts that we are required to pay under the contracts and the rate of return we are able to earn on our general account investments supporting the contracts. When interest rates decline, we have to reinvest the cash income from our investments in lower yielding instruments, potentially reducing net investment income. Since many of our policies and contracts have guaranteed minimum interest or crediting rates or limit the resetting of interest rates, the spreads could decrease and potentially become negative. When interest rates rise, we may not be able to replace the assets in our general account as quickly with the higher yielding assets needed to fund the higher crediting rates necessary to keep these products and contracts competitive, which may result in higher lapse rates;

 

when interest rates rise, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as policyholders seek to buy products with perceived higher returns, requiring us to sell investment assets potentially resulting in realized investment losses, or requiring us to accelerate the amortization of DAC;

 

a decline in interest rates accompanied by unexpected prepayments of certain investments may result in reduced investment income and a decline in our profitability. An increase in interest rates accompanied by unexpected extensions of certain lower yielding investments may result in a decline in our profitability;

 

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changes in the relationship between long-term and short-term interest rates may adversely affect the profitability of some of our products;

 

changes in interest rates may adversely impact our liquidity and increase our costs of financing;

 

our mitigation efforts with respect to interest rate risk are primarily focused on maintaining an investment portfolio with diversified maturities that has a weighted average duration that is approximately equal to the duration of our estimated liability cash flow profile. However, our estimate of the liability cash flow profile may turn out to be inaccurate. In addition, there are practical and capital market limitations on our ability to accomplish this matching. Due to these and other factors we may need to liquidate investments prior to maturity at a loss in order to satisfy liabilities or be forced to reinvest funds in a lower rate environment. Althoughenvironment;

although we take measures, including hedging strategies utilizing derivative instruments to manage the economic risks of investing in a changing interest rate environment, we may not be able to effectively mitigate, and we may sometimes choose based on economic considerations and other factors not to fully mitigate or increase, the interest rate risk of our assets relative to our liabilities; and

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in a changing interest rate environment, we may not be able to effectively mitigate, and we may sometimes choose based on economic considerations and other factors not to fully mitigate, the interest rate risk of our assets relative to our liabilities; and

 

for certain of our products, a delay between the time we make changes in interest rate and other assumptions used for product pricing and the time we are able to reflect these assumptions in products available for sale may negatively impact the long-term profitability of products sold during the intervening period.

Recent periods have been characterized by low interest rates and based upon the recent pronouncements of the Federal Reserve Board they are likelyhas committed to remain low through at least 2014. Additionally, there is a continued risk thatkeeping interest rates will fall even lower as investors may seek the relative safetylow for an extended period of U.S. Treasuries due to, among other things, ongoing concerns over the viability of the European Union and its ability to solve the European debt crisis.time. A prolonged period during which interest rates remain at levels lower than those anticipated may result in greater costs associated with certain of our product features which guarantee death benefits or income streams for stated periods or for life; higher costs for derivative instruments used to hedge certain of our product risks; or shortfalls in investment income on assets supporting policy obligations as our portfolio earnings decline over time, each of which may require us to record charges to increase reserves. In addition to compressing spreads and reducing net investment income, such an environment may cause policies to remain in force for longer periods than we anticipated in our pricing, potentially resulting in greater claims costs than we expected and resulting in lower overall returns on business in force.

Equity market declines and volatility may adversely affect our business and consolidated results of operations and financial condition.

Declines or volatility in the equity markets can negatively impact our investment returns as well as our business and profitability. For example, equity market declines and/or volatility may, among other things:

decrease the account values of our variable life and annuity contracts which, in turn, reduces the amount of revenue we derive from fees charged on those account and asset values. At the same time, for annuity contracts that provide enhanced guarantee features, equity market declines and/or volatility increases the amount of our potential obligations related to such enhanced guarantee features and may increase the cost of executing product guarantee related hedges beyond what was anticipated in the pricing of the products being hedged. This could result in an increase in claims and reserves related to those contracts, net of any reinsurance reimbursements or proceeds from our hedging programs;

can influence policyholder behavior, which may adversely impact the levels of surrenders, withdrawals and amounts of withdrawals of our variable life and annuity contracts or cause policyholders to reallocate a portion of their account balances to more conservative investment options (which may have lower fees), which could negatively impact our future profitability and/or increase our benefit obligations particularly if they were to remain in such options during an equity market increase;

negatively impact the value of equity securities we hold for investment, including our investment in AllianceBernstein, thereby reducing our statutory capital;

reduce demand for variable products relative to fixed products;

lead to changes in estimates underlying our calculations of deferred acquisition costs (“DAC”) that, in turn, could accelerate our DAC amortization and reduce our current earnings;

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result in changes to the fair value of our GMIB reinsurance contracts, which could increase the volatility of our earnings; and

decrease the value of assets held to fund payments to employees from our qualified pension plan, which could result in increased pension plan costs.

Our reinsurance and hedging programs may be inadequate to protect us against the full extent of the exposure or losses we seek to mitigate.

Certain of our products including especially our variable annuity products, include guarantees of income streams for stated periods contain enhanced guarantee features and/or for life.minimum crediting rates. Downturns in equity markets, increased equity volatility, or reduced interest rates could result in an increase in the valuation of liabilities associated with such products, resulting in increases in reserves and reductions in net income.earnings. In the normal course of business, we seek to mitigate some of these risks to which our business is subject through our reinsurance and hedging programs. However, these programs cannot eliminate all of the risks and no assurance can be given as to the extent to which such programs will be effective in reducing such risks.

Reinsurance.    We utilize reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force life insurance and annuity products with regard to mortality, and in certain of our annuity products with regard to a portion of the enhanced guarantee features. Under our reinsurance arrangements, other insurers assume a portion of the obligation to pay claims and related expenses to which we are subject. However, we remain liable as the direct insurer on all risks we reinsure and, therefore, are subject to the risk that our reinsurer is unable or unwilling to pay or reimburse claims at the time demand is made. Although we evaluate periodically the financial condition (including the applicable capital requirements) of our reinsurers, the inability or unwillingness of a reinsurer to meet its obligations to us (or the inability to collect under our reinsurance treaties for any other reason) could have a material adverse impact on our consolidated results of operations and financial condition. See “Business – Reinsurance and Hedging” and Notes 8 and 9 of Notes to Consolidated Financial Statements.

We are continuing to utilize reinsurance to mitigate a portion of our risk on certain new life insurance sales. Prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately may reduce the availability of reinsurance for future life insurance sales. If, for new sales, we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net exposures, revise our pricing to reflect higher reinsurance premiums or limit the amount of new business written on any individual life. If this were to occur, we may be exposed to reduced profitability and cash flow strain or we may not be able to price new business at competitive rates.

Hedging Programs.    We utilize a hedging program to mitigate a portion of the unreinsured risks we face in, among other areas, the enhanced guarantee features of our annuity products and minimum crediting rates on our life and annuity products from unfavorable changes in benefit exposures due to movements in the equity markets and interest rates. In

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certain cases, however, we may not be able to apply these techniques to effectively hedge these risks because the derivative market(s) in question may not be of sufficient size or liquidity or there could be an operational error in the application of our hedging strategy or for other reasons. The operation of our hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates and amounts of withdrawals, election rates, market volatility, interest rates and correlation among various market movements. There can be no assurance that ultimate actual experience will not differ materially from our assumptions, particularly (but not only) during periods of high market volatility, which could adversely impact consolidated results of operations and financial condition. For example, in 2011,the past, due to, among other things, levels of volatility in the equity and interest rate markets above our assumptions as well as deviations between actual and assumed surrender and withdrawal rates, gains from our hedging programs did not fully offset the economic effect of the increase in the potential net benefits payable under the guarantees offered in certain of our products. If these circumstances were to continue or reoccur in the future or if, for other reasons, results from our hedging programs in the future do not correlate with the economic effect of changes in benefit exposures to customers, we could experience economic losses which could have a material adverse impact on our consolidated results of operations and financial condition.

Our hedging programs do not fullydirectly hedge our statutory capital position. Additionally, we may choose to hedge these risks on a basis that does not correspond to their anticipated or actual impact upon our results of operations or financial position under U.S. GAAP, which may decrease our earnings or increase the volatility of our results of operations or financial position. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results Ofof Continuing Operations By Segment.”

See “Business – Reinsurance and Hedging” and Notes 2,8 and 9 of Notes to Consolidated Financial Statements.

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Our reinsurance arrangements with AXA Bermuda, which are an important element of our capital management strategy,Arizona may be adversely impacted by changes to policyholder behavior assumptions under the reinsured contracts, the performance of AXA Bermuda’sArizona’s hedge program, its liquidity needs, potential changes in Bermuda’s regulatory requirements, and its overall financial results.results and changes in regulatory requirements regarding the use of captives.

We currently reinsure to AXA Bermuda,Arizona, an indirect, wholly-owned subsidiary of AXA Financial, a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. AXA BermudaArizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. The reinsurance arrangements with AXA BermudaArizona provide important capital management benefits to AXA Equitable. Under applicable statutory accounting rules, we are entitled to a credit in its calculation of reserves for amounts reinsured to AXA BermudaArizona to the extent AXA BermudaArizona holds assets in an irrevocable trust and/or letters of credit. Under the reinsurance transactions, AXA BermudaArizona is permitted to transfer assets from the trusts under certain circumstances. The level of assets required to be maintained in the trust fluctuates based on market and interest rate movements, mortality experience and policyholder behavior (i.e., the exercise or non-exercise of rights by policyholders under the contracts including, but not limited to, lapses and surrenders, withdrawal rates and amounts and contributions). Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could impact AXA Bermuda’sArizona’s liquidity.

In addition, like AXA Equitable, AXA BermudaArizona employs a dynamic hedging strategy which utilizes derivative instruments as well as repurchase agreement transactions that are collectively managed to help reduce the economic impact of unfavorable changes to GMDB and GMIB reserves. The terms of these instruments in many cases require AXA BermudaArizona to post collateral for the benefit of counterparties or cash settle hedges when there is a decline in the estimated fair value of specified instruments. This would occur, for example, as interest rates and/or equity markets rise and AXA BermudaArizona may not be permitted to transfer assets from the trust under the terms of the reinsurance treaty.

While management believes that AXA BermudaArizona has adequate liquidity and credit facilities to deal with a range of market scenarios and increasing reserve requirements, larger market movements, including but not limited to a significant increase in interest rates, could require AXA BermudaArizona to post more collateral or cash settle more hedges than its own resources would permit. While AXA Bermuda’sArizona’s management intends to take all reasonable steps to maintain adequate sources of liquidity to meet AXA Bermuda’sArizona’s obligations, there can be no assurance that such sources will be available in all market scenarios. The

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potential inability of AXA BermudaArizona to post such collateral or cash settle such hedges could cause AXA BermudaArizona to reduce the size of its hedging programs, which could ultimately adversely impact AXA Bermuda’sArizona’s ability to perform under the reinsurance arrangements and our ability to receive full statutory reserve credit for the reinsurance arrangements.

AXA Bermuda is regulated byRecently, the Bermuda Monetary Authority (the “BMA”). The BMA recently introduced new legislation that, if enacted, would impose additional capital requirements on Bermuda commercial insurers, including AXA Bermuda. If these requirements are enacted, AXA Financial, in consultation with AXA Equitable, might seek to redomesticate AXA Bermuda to a different jurisdiction and/or recapture some or all ofNAIC and the liabilities thatNYDFS have been cededscrutinizing insurance companies’ use of affiliated captive reinsurers or off-shore entities. For additional information, see “Business – Regulation – Insurance Regulation.” If the NYDFS or other state insurance regulators were to AXA Bermuda. Anyrestrict the use of such undertakings could adversely impactcaptive reinsurers or if we otherwise are unable to continue to use a captive reinsurer, the capital management benefits that we receive under thethis reinsurance arrangements. While management believes that AXA Equitable currently has the necessary capital to support its business, there can be no assurance that sufficient additional required capitalarrangement could be secured.adversely affected which could adversely affect our competitive position, capital and financial condition and results of operations.

The inability to secure additional required capital and/or liquidity in the circumstances described above could have a material adverse effect on our business, consolidated results of operations and/or financial condition.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources and Note 11 of Notes to Consolidated Financial Statements.

We are heavily regulated, and changes in regulation may reduce our profitability and limit our growth.

Insurance Regulation:We are subject to a wide variety of insurance and other laws and regulations. See “Business — Regulation”. State insurance laws regulate most aspects of our insurance business. We are domiciled in New York and are primarily regulated by New York State Department of Financial Services, Life Bureau (the “NYSDFS”), formerly the New York State Department of Insurance,NYDFS and by the states in which we are licensed.

State laws in the United States grant insurance regulatory authorities broad administrative powers with respect to, among other things:

licensing companies and agents to transact business;

calculating the value of assets to determine compliance with statutory requirements;

regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements;

establishing statutory capital and reserve requirements and solvency standards;

fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;

restricting the payment of dividends and other transactions between insurance subsidiaries and affiliates; and

regulating the types, amounts, concentrations and valuation of investments.

From time to time, regulators raise issues during examinations or audits that could, if determined adversely, have a material impact on us. We cannot predict whether or when regulatory actions may be taken that could adversely affect our operations. In addition, the interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements.

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State insurance guaranty associations have the right to assess insurance companies doing business in their state for funds to help pay the obligations of insolvent insurance companies to policyholders and claimants. Because the amount and timing of an assessment is beyond our control, the liabilities that we have currently established for these potential liabilities may not be adequate. See “Business – Insurance Regulation.”Regulation”.

Our products are highly regulated and approved by the individual state regulators where such products are sold. State insurance regulators and the National Association of Insurance Commissioners (“NAIC”)NAIC regularly reexamine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, including, potentially rescinding prior product approvals, are often made for the benefit of the consumer at the expense of the insurer and, thus, could have a material adverse effect on our financial condition and consolidated results of operations. The NAICSee “Business – Regulation – Insurance Regulation” and several states’ legislatures have considered the need for regulations and/or laws to address agent or broker practices that have been the focus of investigations of broker compensation in the State of New York and in other jurisdictions. The NAIC adopted a Compensation Disclosure Amendment to its Producers Licensing Model Act which, if adopted by the states, would require disclosure by agents or brokers to customers that insurers will compensate such agents or brokers for the placement of insurance and documented acknowledgement of this arrangement in cases where the customer also compensates the agent or broker. Several states have enacted laws similar to the NAIC amendment. Others, including New York, have enacted laws or proposed disclosure regulations which, under differing circumstances, require disclosure of specific compensation earned by a producer on the sale of an insurance or annuity product. We cannot predict how many states may promulgate the NAIC amendment or alternative regulations or the extent to which these regulations may have a material adverse impact on our business.“Business – Regulation – NAIC.”

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U.S. Federal Regulation Affecting Insurance:    Currently, the U.S. federal government does not directly regulate the business of insurance. While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) does not remove primary responsibility for the supervision and regulation of insurance from the states, Title V of the Act establishes a Federal Insurance Office (“FIO”)FIO within the U.S. Treasury Department and reforms the regulation of the non-admitted property and casualty insurance market and the reinsurance market. The FIO has authority that extends to all linesFederal legislation and administrative policies can significantly and adversely affect insurance companies, including policies regarding financial services regulation, securities regulation, derivatives regulation, pension regulation, health care regulation, privacy, tort reform legislation and taxation. In addition, various forms of direct and indirect federal regulation of insurance except health insurance, crop insurance and (unless included with life or annuity components) long-term care insurance. Underhave been proposed from time to time, including proposals for the Dodd-Frank Act, the FIO is charged with monitoring all aspects of the insurance industry (including identifying gaps in regulation that could contribute to a systemic crisis), recommending to the newly established Financial Stability Oversight Council the designation of any insurer and its affiliates (potentially including AXA and its affiliates) as a non-bank financial company subject to oversight by the Board of Governors of the Federal Reserve System (including the administration of stress testing on capital), assisting the Treasury Secretary in negotiating “covered agreements” with non-US governments or regulatory authorities, and, with respect to state insurance laws and regulation, determining whether such state insurance measures are pre-empted by such covered agreements. In addition, the FIO will be empowered to request and collect data (including financial data) on and from the insurance industry and insurers (including reinsurers) and their affiliates. In such capacity, the FIO may require an insurer or an affiliateestablishment of an insurer to submit such data or information as the FIO may reasonably require. In addition, the FIO’s approval will be required to subject an insurer or a company whose largest U.S. subsidiary is an insurer to resolution mechanisms described above. The Dodd-Frank Act also reforms the regulation of the non-admitted property/casualtyoptional federal charter for insurance market (commonly referred to as excess and surplus lines) and the reinsurance markets, including the ability of non-domiciliary state insurance regulators to deny credit for reinsurance when recognized by the ceding insurer’s domiciliary state regulator.

companies. Other aspects of our insurance operations could also be affected by the Dodd-Frank Act.Dodd-Frank. For example, the Dodd-Frank Act also includes a new framework of regulation of the Over-The-Counter (“OTC”)OTC derivatives markets that will require clearingmarkets. See “Business – Regulation – Dodd-Frank Wall Street Reform and Consumer Protection Act.”

Regulation of certain types of transactions currently traded over-the-counter which will be required to be traded on swaps execution facilities in the future. This will impose additional costs, including transaction costs, new capitalBrokers and margin requirements and additional regulation on AXA Equitable as well as changing the market structure for the trading of these types of derivatives. Increased margin requirements on our part could reduce our liquidity and narrow the range of securities in which we invest. However, increased margin requirements on counterparties could reduce our exposure to counterparties’ default. We use derivatives to mitigate the impact of increased benefit exposures from annuity products we sold that offer guaranteed benefits. The derivative clearing requirements of the Dodd-Frank Act could increase the cost of such mitigation.

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Dealers:In addition, the Dodd-Frank Act provides that the SEC may promulgate rules to provide that the standard of conduct for all broker-dealers, when providing personalized investment advice about securities to retail customers (and any other customers as the SEC may by rule provide) will be the same as the standard of conduct applicable to an investment adviser under the Investment Advisers Act of 1940. Although the full impact of such a provision can only be measured when the implementing regulations are adopted, the intent of this provision is to authorize the SEC to impose on broker-dealers fiduciary duties to their customers, as applies to investment advisers under existing law.See “Business — Regulation — Dodd-Frank Wall Street Reform and Consumer Protection Act – Broker-Dealer Regulation.”

Although the full impact of the Dodd-Frank Act cannot be determined until the various mandated studies are conducted and implementing regulations are enacted, many of the legislation’s requirements could have profound and/or adverse consequences for the financial services industry, including the Company. The Dodd-Frank Act could make it more expensive for us to conduct our business; require us to make changes to our business model or satisfy increased capital requirements; subject us to greater regulatory scrutiny; and have a material effect on our consolidated results of operations or financial condition.

The sales of insurance products could also be adversely affected to the extent that some or all of the third-party firms that distribute our products or unaffiliated insurance companies face heightened regulatory scrutiny and/or increased regulation that causes them to de-emphasize sales of the types of products issued by our insurance companies.

International Regulation:In addition, regulators and lawmakers in non-U.S. jurisdictions are engaged in addressing the causes of the financial crisis and means of avoiding such crises in the future. For example, on July 18, 2013, the G20FSB published its initial list of nine G-SIIs, which includes AXA, our parent company. While the precise implications of being designated a G-SII are not yet clear, it could have far reaching regulatory and competitive implications for the Financial Stability Board have issued a seriesAXA Group and adversely impact AXA’s capital requirements, profitability, the fungibility of papers intended to produce significant changes in how financial companies, and in particular large and complex global financial companies, such as AXA, should be regulated. Such papers and proposals address financial group supervision,AXA’s capital and solvency measures, corporate governanceability to provide capital/financial support for AXA Group companies, including potentially AXA Equitable, AXA’s ability to grow through future acquisitions, change the way AXA conducts its business and systemic financial risk, among other things. GovernmentAXA’s overall competitive position in jurisdictions in which AXA does businessrelation to insurance groups that are considering, or may in the future consider, introducing legislation or regulations to implement certain recommendations of the G20 and Financial Stability Board.not designated G-SIIs. All of these possibilities, if they occurred, could affect the way we conduct our business (including, for example, which products we offer) and manage capital, and may require us to satisfy increased capital requirements, anyand of which in turn could materially affect our consolidated results of operations, financial condition and liquidity. See “Business – Regulation – International Regulation.”

General:    From time to time, regulators raise issues during examinations or audits of us and regulated subsidiaries that could, if determined adversely, have a material impact on us. In addition, the interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements. We are also subject to other regulations and may in the future become subject to additional regulations. See “Business — Regulation.” Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business, thus having a material adverse effect on our consolidated results of operations and financial condition.

Our products are subject to extensive regulation and failure to meet any of the complex product requirements may reduce profitability.

Our products are subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by a number of different governmental and self-regulatory authorities, including, among others, state insurance regulators, state securities administrators, state banking authorities, the SEC, the FINRA, the Department of Labor and the IRS.

For example, U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. Additionally, state and federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution and administration. Failure to administer product features in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities, or insurance requirements could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, litigation, harm to our reputation or interruption of our operations. If this were to occur, it could adversely impact our profitability, results of operations and financial condition.

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The amount of statutory capital that we have and the amount of statutory capital we must hold to meet our statutory capital requirements and our financial strength and credit ratings can vary significantly from time to time.

Statutory accounting standards and capital and reserve requirements for AXA Equitable are prescribed by the applicable state insurance regulators and the NAIC. State insurance regulators have established regulations that govern reserving requirements and provide minimum capitalization requirements based on risk-based capital (“RBC”) ratios for life insurance companies. This RBC formula establishes capital requirements relating to insurance, business, asset and interest rate risks, including equity, interest rate and expense recovery risks associated with variable annuities and group annuities that contain death benefits or certain living benefits. In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including but not limited to the amount of statutory income or losses generated by AXA Equitablewe generate (which itself is sensitive to equity market and credit market conditions), changes in reserves, the amount of additional capital AXA Equitablewe must hold to support business growth, changes in equity market levels, the value of certain fixed-income and equity securities in our investment portfolio (including the value of AllianceBernstein units), changes in interest rates, as well as changes to existing RBC formulas. Additionally, state insurance regulators have significant leeway in how to interpret existing regulations, which could further impact the amount of statutory capital or reserves that AXA Equitablewe must maintain. AXA Equitable isWe are primarily regulated by the NYSDFS,NYDFS, which from time to time has taken more stringent positions than other state insurance regulators on matters affecting, among other things, statutory capital and/or reserves. In certain circumstances, particularly those involving significant market declines, the effect of these more stringent positions may be that our financial condition appears to be worse than competitors who are not subject to the same stringent standards, which could have a material adverse impact on our competitiveness, results of operations and/or financial condition. Moreover, rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of capital we must hold in order to maintain our current ratings. To the extent that our

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statutory capital resources are deemed to be insufficient to maintain a particular rating by one or more rating agencies, our financial strength and credit ratings might be downgraded by one or more rating agencies. There can be no assurance that AXA Equitablewe will be able to maintain itsour current RBC ratio in the future or that itsour RBC ratio will not fall to a level that could have a material adverse effect on itsour business and consolidated results of operations or financial condition.

Our requirements to pledge collateral or make payments related to declines in estimated fair value of specified assets may adversely affect our liquidity and expose us to counterparty credit risk.

Some of our transactions with financial and other institutions specify the circumstances under which the parties are required to pledge collateral related to any decline in the market value of the specified assets. In addition, under the terms of some of our transactions, we may be required to make payments to our counterparties related to any decline in the market value of the specified assets. The amount of collateral we may be required to pledge and the payments we may be required to make under these agreements may increase under certain circumstances, which could adversely affect our liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

If the counterparties to the derivative instruments we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially adversely affect our financial condition and results of operations.

We use derivative instruments to hedge various business risks. We enter into a variety of derivative instruments, including, among other things, exchanged traded futures contracts, over the counter derivative contracts and repurchase agreement transactions, with a number of counterparties. The vast majority of our over the counter derivative positions are subject to collateral agreements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Derivatives.” If our counterparties fail or refuse to honor their obligations under these derivative instruments, we could face significant losses to the extent collateral agreements do not fully offset our exposures. This is a more pronounced risk to us in view of the stresses suffered by financial institutions over the past several years. Such failure could have a material adverse effect on our consolidated financial condition and results of operations.

Changes in statutory reserve or other requirements and/or the impact of adverse market conditions could result in changes to our product offerings that could negatively impact our business.

Changes in statutory reserve or other requirements, increased costs of hedging, other risk mitigation techniques and financing and other adverse market conditions could result in certain products becoming less profitable or unprofitable. These circumstances have already causedmay cause us to modify and/or eliminate certain features of various products including our variable annuity and universal life products among others, and couldand/or cause further modifications and/or the suspension or cessation of sales of certain products in the future. ModificationsAny modifications to products that we have made (ormay make in the future) maycould result in certain of our products being less attractive and/or competitive. This has impacted and may continue tocould adversely impact sales, which could negatively impact our ability to retain our sales personnel and maintain our distribution relationships. This, in turn, may negatively impact our business and consolidated results of operations and financial condition.

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Our reserves could be inadequate due to differences between our actual experience and management’s estimates and assumptions.

We establish and carry reserves to pay future policyholder benefits and claims. Our reserve requirements for our direct and reinsurance assumed business are calculated based on a number of estimates and assumptions, including estimates and assumptions related to future mortality, morbidity, interest rates, future equity performance, reinvestment rates, persistency, claims experience, and policyholder elections (i.e., the exercise or non-exercise of rights by policyholders under the contracts). Examples of policyholder elections include, but are not limited to, lapses and surrenders, withdrawals and amounts of withdrawals, and contributions and the allocation thereof. The assumptions and estimates used in connection with the reserve estimation process are inherently uncertain and involve the exercise of significant judgment. We periodically review the adequacy of reserves and the underlying assumptions and make adjustments when appropriate. We cannot, however,

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determine with precision the amounts that we will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level assumed prior to payment of benefits or claims. Our claim costs could increase significantly and our reserves could be inadequate if actual results differ significantly from our estimates and assumptions. If so, we will be required to increase reserves or reduce DAC, which could adversely impact our earnings and/or capital. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Critical Accounting Estimates.”

Our profitability may decline if mortality rates or persistency rates differ significantly from our pricing expectations.

We set prices for many of our insurance and annuity products based upon expected claims and payment patterns, using assumptions for mortality rates of our policyholders. In addition to the potential effect of natural or man-made disasters, significant changes in mortality could emerge gradually over time, due to changes in the natural environment, the health habits of the insured population, the economic environment, or other factors. Pricing of our insurance and annuity products are also based in part upon expected persistency of these products, which is the probability that a policy or contract will remain in force from one period to the next. Persistency within our annuities products may be significantly impacted by the value of guaranteed minimum benefits contained in many of our variable annuity products being higher than current account values in light of poor equity market performance or extended periods of low interest rates as well as other factors. Results may also vary based on differences between actual and expected premium deposits and withdrawals for these products. Persistency within our life products may be significantly impacted by, among other things, conditions in the capital markets, the changing needs of our policyholders, the manner in which a product is marketed or illustrated, and competition, including the availability of new products. The development of a secondary market for life insurance, including life settlements or “viaticals” and investor owned life insurance, and to a lesser extent third party investor strategies in the annuities market, could adversely affect the profitability of existing business and our pricing assumptions for new business. Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our products. Although some of our products permit us to increase premiums or adjust other charges and credits during the life of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability. Many of our products do not permit us to increase premiums or adjust other charges and credits or limit those adjustments during the life of the policy or contract.

Our earnings are impacted by DAC estimates that are subject to change.

Our earnings for any period depend in part on the amount of our life insurance and annuity product acquisition costs (including commissions, underwriting, agency and policy issue expenses) that can be deferred and amortized rather than expensed immediately. They also depend in part on the pattern of DAC amortization and the recoverability of DAC which is based on models involving numerous estimates and subjective judgments, including those regarding investment results including, hedging costs, Separate Account performance, Separate Account fees, mortality and expense margins, expected market rates of return, lapse rates and anticipated surrender charges. These estimates and judgments are required to be revised periodically and adjusted as appropriate. Revisions to our estimates may result in a change in DAC amortization, which could negatively impact our earnings.

We use financial models that rely on a number of estimates, assumptions and projections that are inherently uncertain.uncertain and which may contain errors.

We use models in our hedging programs and many other aspects of our operations, including but not limited to product development and pricing, capital management, the estimation of actuarial reserves, the amortization of deferred acquisition costs and the valuation of certain other assets and liabilities. These models rely on estimates, assumptions and projections that are inherently uncertain and involve the exercise of significant judgment. Due to the complexity of such models, it is possible that errors in the models could exist and our controls could fail to detect such errors. Failure to detect such errors could result in a negative impact to our consolidated results of operations and financial position.

 

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AXA Financial could sell life insurance and annuities through another one of its insurance subsidiaries which would result in reduced sales of our products and total revenues.

We are a wholly owned subsidiary of AXA Financial, a diversified financial services organization offering a broad spectrum of financial advisory, insurance and investment management products and services. As part of AXA Financial’s ongoing efforts to efficiently manage capital amongst its insurance subsidiaries, improve the quality of the product line-up of its insurance subsidiaries and enhance the overall profitability of AXA Financial Group, AXA Financial could sell life insurance and/or annuities through another one of its insurance subsidiaries. For example, in 2013, most sales of indexed life insurance to policyholders located outside of New York were issued through MONY America, another life insurance subsidiary of AXA Financial, instead of AXA Equitable. It is expected that, in 2014, AXA Financial will continue to issue new life insurance products to policyholders located outside of New York through MONY America instead of AXA Equitable. This has impacted and may continue to reduce sales of our products outside of New York and our total revenues. Since future decisions regarding product development depend on factors and considerations not yet known, management is unable to predict the extent to which additional products will be offered through MONY America instead of AXA Equitable or the impact to AXA Equitable.

Market conditions and other factors could adversely affect our goodwill and negatively impact our consolidated results of operations and financial condition.

Business and market conditions may impact the amount of goodwill related to the Investment Management segment we carry in our consolidated balance sheet. As the value of certain of our businesses is significantly impacted by such factors as the state of the financial markets and ongoing operating performance, significant deterioration or prolonged weakness in the financial markets or economy generally, or our failure to meet operating targets which in some respects are ambitious, could adversely impact goodwill impairment testing and also may require more frequent testing for impairment. Any impairment would reduce the recorded goodwill amount with a corresponding charge to earnings, which could be material. See “Management’s Discussion and Analysis of Financial Condition – Critical Accounting Estimates” and Note 4 of Notes to Consolidated Financial Statements.

The determination of the amount of allowances and impairments taken on our investments is subjective and could materially impact our consolidated results of operations and financial condition.

The determination of the amount of allowances and impairments vary by investment type and is based upon our evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. There can be no assurance that management’s judgments, as reflected in our financial statements, will ultimately prove to be an accurate estimate of the actual and eventual diminution in realized value. Furthermore, additional impairments may need to be taken or allowances provided for in the future.

Some of our investments are relatively illiquid.

We hold certain investments that may lack liquidity, such as privately placed fixed maturity securities, mortgage loans, commercial mortgage backed securities, equity real estate and limited partnership interests. These asset classes represented approximately 28.0%33% of the carrying value of our total cash and invested assets as of December 31, 2011.2013. Although we seek to adjust our cash and short-term investment positions to minimize the likelihood that we would need to sell illiquid investments, if we were required to liquidate these investments on short notice, we may have difficulty doing so and be forced to sell them for less than we otherwise would have been able to realize.

Gross unrealized losses on fixed maturity and equity securities may be realized or result in future impairments, resulting in a reduction in our net incomeearnings.

Fixed maturity and equity securities classified as available-for-sale are reported at fair value. Unrealized gains or losses on available-for-sale securities are recognized as a component of other comprehensive income (loss) and are, therefore, excluded from net income.earnings. Our gross unrealized losses on fixed maturity and equity securities at December 31, 20112013 were approximately $700$1,023 million. The accumulated change in estimated fair value of these available-for-sale securities is recognized in net incomeearnings when the gain or loss is realized upon the sale of the security or in the event that the decline in

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estimated fair value is determined to be other-than-temporary and an impairment charge to earnings is taken. Realized losses or impairments may have a material adverse effect on our net incomeearnings in a particular quarterly or annual period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – General Accounts Investment Portfolio.”

A downgrade in theour financial strength and claims-paying ratings of our insurance companies could adversely affect our business and consolidated results of operations and financial condition.

Claims-paying and financial strength ratings are important factors in establishing the competitive position of insurance companies. A downgrade of our ratings or those of AXA and/or AXA Financial could adversely affect our business and results of operations by, among other things, reducing new sales of our products, increasing surrenders and withdrawals from our existing contracts, possibly requiring us to reduce prices or take other actions for many of our products and services to

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remain competitive, or adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance. A downgrade in our ratings may also adversely affect our cost of raising capital or limit our access to sources of capital.

As a result of the difficulties recently experienced by many insurance companies, we believe that it is possible that the ratings agencies will continue to heighten the level of scrutiny they apply to insurance companies, will continue to increase the frequency and scope of their credit reviews, will continue to request additional information from the companies that they rate, and may adjust upward the capital and other requirements employed in their ratings models for maintenance of certain ratings levels.

Legal and regulatory actions could have a material adverse effect on our business and consolidated results of operations and financial condition.

A number of lawsuits have been filed against life and health insurers and affiliated distribution companies involving insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents and other matters. Some of these lawsuits have resulted in the award of substantial judgments against other insurers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages.

Our subsidiaries and related companies, like other life and health insurers, are involved in such litigation and our consolidated results of operations and financial position could be affected by defense and settlement costs and any unexpected material adverse outcomes in such litigations as well as in other material litigations pending against them. The frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

In addition, examinations by Federal and state regulators and other governmental and self-regulatory agencies including, among others, the SEC, state attorneys general, insurance and securities regulators and FINRA could result in adverse publicity, sanctions, fines and other costs. We have provided and, in certain cases, continue to provide information and documents to the SEC, FINRA, state attorneys general, state insurance departments and other regulators on a wide range of issues. For example, AXA Equitable, along with other life insurance industry companies, has been the subject of various inquiries regarding its death claim, escheatment, and unclaimed property procedures and is cooperating with these inquiries. In June 2011, the New York State Attorney General’s office issued a subpoena to AXA Equitable in connection with its investigation of industry escheatment and unclaimed property procedures. AXA Equitable also has been contacted by a third party auditor acting on behalf of a number of U.S. state jurisdictions reviewing compliance with unclaimed property laws of those jurisdictions. In July 2011, AXA Equitable received a request from the NYDFS to use data available on the U.S. Social Security Administration’s Death Master File or similar database to identify instances where death benefits under life insurance policies, annuities and retained asset accounts are payable, to locate and pay beneficiaries under such contracts, and to report the results of the use of the data. AXA Equitable has filed several reports with the NYDFS related to its request. At this time, management cannot predict what actions the SEC, FINRA and/or other regulators may take or what the impact of such actions might be. See “Business – Regulation.”Regulation” and Note 17 of Notes to Consolidated Financial Statements.

Changes in U.S. tax laws and regulations may adversely affect sales of our products and our profitability.

Currently, U.S. tax law provisions afford certain benefits to life insurance and annuity products. The nature and extent of competition and the markets for our life insurance and annuity products and our profitability may be materially affected by changes in tax laws and regulations, including changes relating to savings and retirement funding. Adverse changes could include, among many other things, the introduction of current taxation of increases in the account value of life insurance and annuity products, improved tax treatment of mutual funds or other investments as compared to insurance products or repeal of the Federal estate tax. Management cannot predict what proposals may be made, what legislation, if any, may be introduced or enacted or what the effect of any such legislation might be. See “Business – Regulation – Federal Tax Legislation.”

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We face competition from other insurance companies, banks and other financial institutions, which may adversely impact our market share and profitability.

There is strong competition among insurers, banks, brokerage firms and other financial institutions and providers seeking clients for the types of products and services we provide, including insurance, annuity and other investment products and services. Competition is intense among a broad range of financial institutions and other financial service providers for retirement and other savings dollars. This competition makes it especially difficult to provide unique insurance products since, once such products are made available to the public, they often are reproduced and offered by our competitors. Also, this competition may adversely impact our market share and profitability.

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Our ability to compete is dependent on numerous factors including, among others, the successful implementation of our strategy; our financial strength as evidenced, in part, by our financial and claims-paying ratings; our access to diversified sources of distribution; our size and scale; our product quality, range, features/functionality and price; our ability to bring customized products to the market quickly; our ability to explain complicated products and features to our distribution channels and customers; crediting rates on our fixed products; the visibility, recognition and understanding of our brands in the marketplace; our reputation and quality of service; and (with respect to variable insurance and annuity products, mutual funds and other investment products) investment options, flexibility and investment management performance. See “Business – Competition.”

Consolidation of distributors of insurance products may adversely affect the insurance industry and the profitability of our business.

The insurance industry distributes many of its products through other financial institutions such as banks and broker-dealers. The trend toward consolidation in the financial services industry has been significantly accelerating as a result of the recent financial crisis with substantial consolidation particularly between and among banks and other financial services companies. An increase in bank and other financial services companies, consolidation activity may create firms with even stronger competitive positions, negatively impact the industry’s sales, and such consolidation could increase competition for access to distributors, result in greater distribution expenses and impair our ability to market insurance products to our current customer base or expand our customer base. Consolidation of distributors and/or other industry changes may also increase the likelihood that distributors will try to renegotiate the terms of any existing selling agreements to terms less favorable to us.

AnThe inability of AXA Advisors and AXA Network to recruit, motivate and retain experienced and productive financial professionals and our inability to recruit, motivate and retain key employees may adversely affect our business.

Our proprietary sales forceFinancial professionals associated with AXA Advisors and AXA Network and our key employees are key factors driving our sales. Intense competition exists among insurers and other financial services companies for financial professionals and key employees. WeCompanies compete for financial professionals principally with respect to compensation policies, products and support provided to financial professionals.sales support. Competition is particularly intense in the hiring and retention of experienced financial professionals. Although we believe that we and AXA Advisors and AXA Network offer key employees and financial professionals and employees a strong value proposition, we cannot provide assurances that we and/or AXA Advisors and AXA Network will be successful in our respective efforts to recruit, motivate and retain key employees and top financial professionals and key employees.professionals.

The ability of our financial professionals associated with AXA Advisors and AXA Network to sell our competitors’ products could result in reduced sales of our products and revenues.

Most of ourthe financial professionals associated with AXA Advisors and AXA Network can sell annuity and life insurance products of competing unaffiliated insurance companies. To the extent ourthe financial professionals sell our competitors’ products rather than our products, we will experience reduced sales and revenues.

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Changes in accounting standards could have a material adverse effect on our consolidated results of operations and/or financial condition.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America that are revised from time to time. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board (“FASB”). In the future, new accounting pronouncements, as well as new interpretations of existing accounting pronouncements, may have material adverse effects on our consolidated results of operations and/or financial condition. See Note 2 of Notes to Consolidated Financial Statements.

We may not be able to protect our intellectual property and may be subject to infringement claims by a third party.

We rely on a combination of contractual rights, copyright, trademark, and trade secret laws to establish and protect our intellectual property. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could have a material adverse effect on our business and our ability to compete.

Third parties may have, or may eventually be issued, patents or other protections that could be infringed by our products, methods, processes or services or could limit our ability to offer certain product features. In recent years, there has been increasing intellectual property litigation in the financial services industry challenging, among other things, product designs and business processes. If a third party were to successfully assert an intellectual property infringement claim against us, or if we were otherwise precluded from offering certain features or designs, or utilizing certain processes, it could have a material adverse effect on our business, consolidated results of operations and financial condition. See “Business – Intellectual Property.”

1A-10


Losses due to defaults, errors or omissions by third parties, including outsourcing relationships, could materially adversely impact our business and consolidated results of operations and financial condition.

We depend on third parties that owe us money, securities or other assets to pay or perform under their obligations. These parties include the issuers whose securities we hold in our investment portfolios, borrowers under the mortgage loans we make, customers, trading counterparties, counterparties under swap and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons.

We also depend on third parties in other contexts. For example, in establishing the amount of the liabilities and reserves associated with the risks assumed in connection with reinsurance pools and arrangements, we rely on the accuracy and timely delivery of data and other information from ceding companies. In addition, as investment manager and administrator of several mutual funds, we rely on various affiliated and unaffiliated subadvisors to provide day-to-day portfolio management services for each investment portfolio.

We also rely on third parties to whom we outsource certain technology platforms, information systems and administrative functions, including records retention. If we do not effectively implement and manage our outsourcing strategy, third party vendor providers do not perform as anticipated, such vendors’ internal controls fail or are inadequate, or we experience technological or other problems associated with outsourcing transitions, we may not realize anticipated productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and reputational damage.

Losses associated with defaults or other failures by these third parties and outsourcing partners upon whom we rely could materially adversely impact our business, and consolidated results of operations and financial condition.

1A-13


We could experience significant difficulties with respect to our proprietary technology and information systems as well as those provided by vendors.

We utilize numerous technology and information systems in our businesses, some of which are proprietary and some of which are provided by outside vendors pursuant to outsourcing arrangements. These systems are central to, among other things, designing and pricing products, underwriting and reserving decisions, our reinsurance and hedging programs, marketing and selling products and services, processing policyholder and investor transactions, client recordkeeping, communicating with retail sales associates, employees and clients, and recording information for accounting and management purposes in a secure and timely manner. The systems are maintained to provide customer privacy and, although they are periodically tested to ensure the viability of business resumption plans, these systems are subject to attack by viruses, spam, spyware, worms and other malicious software programs, which could jeopardize the security of information stored in a user’s computer or in our computer systems and networks.

We commit significant resources to maintain and enhance our existing information systems that, in some cases, are advanced in age, and to develop and introduce new systems and software applications. Any significant difficulty associated with the operation of our systems, or any material delay, disruption or inability to develop needed system capabilities could have a material adverse effect on our consolidated results of operations and, ultimately, our ability to achieve our strategic goals. We are unable to predict with certainty all of the material adverse effects that could result from our failure, or the failure of an outside vendor, to address these problems. The material adverse effects could include the inability to perform or prolonged delays in performing critical business operational functions or failure to comply with regulatory requirements, which could lead to loss of client confidence, harm to reputation or exposure to disciplinary action.

Our business could be adversely affected by the occurrence of a catastrophe, including natural or man-made disasters.

Any catastrophic event, such as pandemic diseases, terrorist attacks, floods, severe storms or hurricanes or computer cyber-terrorism, could have an adverse effect on our business in several respects:

 

we could experience long-term interruptions in our service due to the vulnerability of our information and operation systems and those of our significant vendors to the effects of catastrophic events. SomeWe depend heavily on computer systems for a variety of functions, including processing claims and applications, providing information to customers and distributors, performing actuarial analysis and modelling and maintaining financial records. We also retain confidential and proprietary information on our operational systems are not fully redundant, and our disaster recovery and business continuity planning cannot account for all eventualities. Additionally, unanticipated problems with our disaster recovery systems could further impede our ability to conduct business, particularly if those problems affect our computer-based data processing, transmission, storage and retrievalcomputer systems and destroy valuable data;we rely on sophisticated technologies to

1A-11


maintain the security of that information. Despite our implementation of a variety of security measures, our computer systems could be subject to physical and electronic break-ins, cyber-attacks and similar disruptions from unauthorized tampering, including threats that may come from external factors, such as governments, organized crime, hackers and third parties to whom we outsource certain functions, or may originate internally from within the Company. Some of our operational systems are not fully redundant, and our disaster recovery and business continuity planning cannot account for all eventualities. Additionally, unanticipated problems with our disaster recovery systems could further impede our ability to conduct business, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data;

 

the occurrence of a pandemic disease could have a material adverse effect on our liquidity and the operating results of the Insurance Segment due to increased mortality and, in certain cases, morbidity rates;

 

the occurrence of any pandemic disease, natural disaster, terrorist attacks or any other catastrophic event that results in our workforce being unable to be physically located at one of our facilities could result in lengthy interruptions in our service;

 

a localized catastrophic event that affects the location of one or more of our COLI and/or employer sponsored life insurance customers could cause a significant loss due to the corresponding mortality claims; and

 

another terrorist attack in the United States could have long-term economic impacts that may have severe negative effects on our investment portfolio and disrupt our business operations. Any continuous and heightened threat of terrorist attacks could also result in increased costs of reinsurance.

1A-14


Our risk management policies and procedures may not be adequate, which may leave us exposed to unidentified or unanticipated risk, which could negatively affect our businesses or result in losses.

Our policies and procedures to identify, monitor and manage risks may not be adequate or fully effective. Many of our methods of managing risk and exposures are based upon our use of historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than the historical measures indicate, such as the risk of pandemics causing a large number of deaths or terrorism. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated.

Our consolidated results of operations and financial condition depend in significant part on the performance of AllianceBernstein’s business.

AllianceBernstein L.P. is a principal subsidiary of AXA Equitable. Consequently, the results of operations and financial condition of AXA Equitable depend in significant part on the performance of AllianceBernstein’s business. For information regarding risk factors associated with AllianceBernstein and its business, see “Item 1A – Risk Factors” included in AllianceBernstein L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011,2013, which item is incorporated into this section by reference to Exhibit 13.1 filed with this Report.

 

1A-151A-12


Part I, Item 1B.

UNRESOLVED STAFF COMMENTS

None.

 

1B-1


Part I, Item 2

PROPERTIES

Insurance

AXA Equitable’s principal executive offices at 1290 Avenue of the Americas, New York, NY are occupied pursuant to a lease that extends to 2023. At this location, AXA Equitable currently leases approximately 423,174 square feet of space, within which AXA Equitable currently occupies 336,297135,065 square feet of space and is seeking tohas sub-let 86,877288,109 square feet.

AXA Equitable also has the following significant office space leases: 316,332 square feet in Syracuse, NY, under a lease that expires in 2023, for use as an annuity operations and service center; 244,957 square feet in Jersey City, NJ, under a lease that expires in 2023, for use as general office space; 185,366144,647 square feet in Charlotte, NC, under a lease that expires in 2013,2028, for use as a life insurance operations and service center; and 100,993 square feet in Secaucus, NJ, under a lease that expires in 2018 for use as an annuity operations and service center, within which AXA Equitable occupies 90,331 and is seeking to sub-let 10,662 square feet. Management believes its facilities are adequate for its present needs in all material respects.

Investment Management

AllianceBernstein’s principal executive offices at 1345 Avenue of the Americas, New York, NY are occupied pursuant to a lease expiring in 2019 with options to extend to 2029. At this location, AllianceBernstein currently leases approximately 1,033,984 square feet of space, within which AllianceBernstein currently occupies 865,975approximately 629,258 square feet of space and has sub-let (or is seeking to sub-let) 168,009404,726 square feet of space. AllianceBernstein also leases approximately 312,301 square feet of space at 135 West 50th Street,two other locations in New York NY underCity, one of which AllianceBernstein has as a lease expiring in 2019 with options to extend to 2029. Within AllianceBernstein’s leased space at 135 West 50th Street, AllianceBernstein currently occupies 59,367 square feetresult of space and has sub-let (or is seeking to sub-let) 252,934 square feetits acquisition of space. W.P. Stewart.

In addition, AllianceBernstein leases approximately 263,083 square feet of space at One North Lexington, White Plains, NY under a lease expiring in 2021 with options to extend to 2031. At this location, AllianceBernstein currently occupies 249,217approximately 104,480 square feet of space and has sub-let 13,866(or is seeking to sub-let) approximately 158,603 square feet of space. Certain subsidiaries of AllianceBernstein also occupies approximatelylease 92,067 square feet of space in San Antonio, TX under a lease expiring in 2019 with options to extend to 2029. At this location, these subsidiaries currently occupy approximately 59,004 square feet of space and have sub-let (or are seeking to sub-let) approximately 33,063 square feet of space.

AllianceBernstein also leases other property both domestically and abroad for its operations.

 

2-1


Part I, Item 3.

LEGAL PROCEEDINGS

The matters set forth in Note 1817 of Notes to Consolidated Financial Statements for the year ended December 31, 20112013 (Part II, Item 8 of this report) are incorporated herein by reference.

 

3-1


Part I, Item 4.

MINE SAFETY DISCLOSURES

Not applicable.Applicable.

 

4-1


Part II, Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

At December 31, 2011,2013, all of AXA Equitable’s common equity was owned by AXA Equitable Financial Services, LLC, a wholly owned direct subsidiary of AXA Financial, Inc., which is aan indirect wholly owned subsidiary of AXA. Consequently, there is no established public market for AXA Equitable’s common equity. In 20112013, 2012 and 2010,2011, AXA Equitable paid $379$347 million, $362 million and $300$379 million, respectively, in shareholder dividends; no dividends were paid in 2009.dividends. For information on AXA Equitable’s present and future ability to pay dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” (Part II, Item 7 of this report) and Note 1918 of Notes to Consolidated Financial Statements.

 

5-1


Part II, Item 6.

SELECTED FINANCIAL DATAFINANCIALDATA

The following selected financial data have been derived from the Company’s audited consolidated financial statements. The consolidated statements of earnings (loss) for the years ended December 31, 2011, 20102013, 2012 and 2009,2011, and the consolidated balance sheet data at December 31, 20112013 and 20102012 have been derived from the Company’s audited financial statements included elsewhere herein. The consolidated statements of earnings (loss) for the years ended December 31, 20082010 and 2007,2009, and the consolidated balance sheet data at December 31, 2009, 20082011, 2010 and 20072009 have been derived from the Company’s previously reported audited financial statements not included herein. This selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere herein.

 

 Years Ended December 31, 
 2013 2012 2011 2010 2009 
 Years Ended December 31, 
 2011 2010 2009 2008 2007  (In Millions) 
 (In Millions) 

Statements of Earnings (Loss) Data:

          

REVENUES

          

Universal life and investment-type product policy fee income

 $        3,312   $        3,067   $        2,918   $        2,952   $        2,742    $        3,546    $        3,334    $        3,312    $        3,067    $        2,918  

Premiums

  533    530    431    759    805    496    514    533    530    431  

Net investment income (loss):

          

Investment income (loss) from derivative instruments

  2,374    (284)    (3,079)    7,302    87    (2,866)    (978)    2,374    (284)    (3,079)  

Other investment income

  2,128    2,260    2,099    1,752    2,567    2,237    2,316    2,128    2,260    2,099  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total net investment income (loss)

  4,502    1,976    (980)    9,054    2,654    (629)    1,338    4,502    1,976    (980)  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Investment gains (losses), net:

          

Total other-than-temporary impairment losses

  (36  (300  (169  (286  (78  (81)    (96)    (36)    (300)    (169)  

Portion of loss recognized in other comprehensive income (loss)

  4    18    6    -      -      15          18     

Net impairment losses recognized

  (32)    (282)    (163)    (286)    (78)    (66)    (94)    (32)    (282)    (163)  

Other investment gains (losses), net

  (15)    98    217    (53)    70    (33)    (3)    (15)    98    217  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total investment gains (losses), net

  (47)    (184)    54    (339)    (8)    (99)    (97)    (47)    (184)    54  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Commissions, fees and other income

  3,631    3,702    3,385    4,549    5,174    3,823    3,574    3,631    3,702    3,385  

Increase (decrease) in fair value of the reinsurance contract asset

  5,941    2,350    (2,566)    1,567    7    (4,297)    497    5,941    2,350    (2,566)  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total revenues

  17,872    11,441    3,242    18,542    11,374    2,840    9,160    17,872    11,441    3,242  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

6-1


 Years Ended December 31, 
 2013 2012 2011 2010 2009 
 Years Ended December 31, 
 2011 2010 2009 2008 2007  (In Millions) 
 (In Millions) 

Statements of Earnings (Loss)Data continued:

Statements of Earnings (Loss)Data continued:

  

         

BENEFITS AND OTHER DEDUCTIONS

          

Policyholders’ benefits

 $        4,360   $        3,082   $        1,298   $        4,702   $        1,999   $        1,691    $        2,989    $        4,360    $        3,082    $        1,298  

Interest credited to policyholders’ account balances

  999    950    1,004    1,065    1,065    1,373    1,166    999    950    1,004  

Compensation and benefits

  2,206    1,953    1,859    1,990    2,453    1,743    1,672    2,263    1,953    1,859  

Commissions

  1,195    1,044    1,033    1,437    1,744    1,160    1,248    1,195    1,044    1,033  

Distribution related payments

  303    287    234    308    335    423    367    303    287    234  

Amortization of deferred sales
commissions

  38    47    55    79    96    41    40    38    47    55  

Interest expense

  106    106    107    52    58    88    108    106    106    107  

Amortization of deferred policy acquisition costs

  4,680    168    115    3,485    1,099    580    576    3,620    (326)    41  

Capitalization of deferred policy acquisition costs

  (1,030)    (916)    (975)    (1,394)    (1,719)    (655)    (718)    (759)    (655)    (687)  

Rent expense

  250    244    258    247    224    169    201    240    244    258  

Amortization of other intangible assets

  24    23    24    24    23    24    24    24    23    24  

Other operating costs and expenses

  1,406    1,438    1,309    1,161    1,318    1,512    1,429    1,359    1,438    1,309  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total benefits and other deductions

  14,537    8,426    6,321    13,156    8,695    8,149    9,102    13,748    8,193    6,535  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Earnings (loss) from continuing operations, before income taxes

  3,335    3,015    (3,079)    5,386    2,679    (5,309)    58    4,124    3,248    (3,293)  

Income tax (expense) benefit

  (1,022)    (707)    1,272    (1,691)    (753)    2,073    158    (1,298)    (789)    1,347  
 

 

  

 

  

 

  

 

  

 

 
 

 

  

 

  

 

  

 

  

 

 

Earnings (loss) from continuing operations, net of income taxes

  2,313    2,308    (1,807)    3,695    1,926    (3,236)    216    2,826    2,459    (1,946)  

Income (losses) from discontinued operations, net of income taxes

  -    -    3    (5)    8                 

Gains (losses) on disposal of discontinued operations, net of income taxes

  -    -    -    6    3                 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net earnings (loss)

  2,313    2,308    (1,804)    3,696    1,937    (3,236)    216    2,826    2,459    (1,943)  

Less: net (earnings) loss attributable to the noncontrolling interest

  101    (235  (359  (470  (703  (337)    (121)    101    (235)    (359)  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net Earnings (Loss) Attributable to AXA Equitable

 $2,414   $2,073   $(2,163)   $3,226   $1,234   $(3,573)    $95    $2,927    $2,224    $(2,302)  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

6-2


 December 31, 
 2013 2012 2011 2010 2009 
  December 31, 
  2011   2010   2009   2008   2007  (In Millions) 
  (In Millions) 

Balance Sheet Data:

               

Total investments

  $    44,943    $    39,886    $    38,270    $    34,732    $    38,283   $        45,977     $        47,962     $        44,943     $        39,886     $        38,270   

Separate Accounts assets

   86,419     92,014     84,016     67,627     96,540    108,857     94,139     86,419     92,014     84,016   

Total Assets

   166,016     163,156     149,904     136,266     159,926    183,401     176,843     164,908     161,276     147,760   

Policyholders’ account balances

   26,033     24,654     24,107     24,743     25,168    30,340     28,263     26,033     24,654     24,107   

Future policy benefits and other policyholders’ liabilities

   21,595     18,965     17,727     17,733     14,305    21,697     22,687     21,595     18,965     17,727   

Short-term and long-term debt

   645     425     449     485     734    468     523     645     425     449   

Loans from affiliates

   1,325     1,325     1,325     1,325     325    825     1,325     1,325     1,325     1,325   

Separate Accounts liabilities

   86,419     92,014     84,016     67,627     96,540    108,857     94,139     86,419     92,014     84,016   

Total liabilities

   147,752     146,987     135,774     121,871     147,119    169,960     158,913     147,365     146,329     135,022   

Total AXA Equitable’s equity

   15,561     13,051     10,861     11,363     10,185    10,538     15,436     14,840     11,829     9,469   

Noncontrolling interest

   2,703     3,118     3,269     3,032     2,622    2,903     2,494     2,703     3,118     3,269   

Total equity

   18,264     16,169     14,130     14,395     12,807    13,441     17,930     17,543     14,947     12,738   

 

6-3


Part II, Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSISANDANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations(“Operations (“MD&A”) for the Company should be read in conjunction with “Forward-looking Statements,” “Risk Factors,” “Selected Financial Data” and the consolidated financial statements and related notes to consolidated financial statements included elsewhere in this Form 10-K.

BACKGROUND

Established in 1859, AXA Equitable is among the oldest and largest life insurance companies in the United States. As part of a diversified financial services organization, AXA Equitable offers a broad spectrum of insurance and investment management products and services. Together with its affiliates, including AllianceBernstein, AXA Equitable is a leading asset manager, with total assets under management of approximately $489.3$548.6 billion at December 31, 2011,2013, of which approximately $405.9$450.4 billion were managed by AllianceBernstein. AXA Equitable is an indirect wholly owned subsidiary of AXA Financial, which is itself an indirect wholly owned subsidiary of AXA S.A. (“AXA”), a French holding company for an international group of insurance and related financial services companies.

The Company conducts operations in two business segments, the Insurance segment and the Investment Management segment. The Insurance segment offers a variety of traditional, variable and universal life insurance products and variable and fixed-interest annuity products and asset management and other services principally to individuals, small and medium-size businesses and professional and trade associations. The Investment Management segment is principally comprised of the investment management business of AllianceBernstein. AllianceBernstein a leading globalprovides research, diversified investment management firm.and related services globally to a broad range of clients. This segment also includes institutional Separate Accounts principally managed by AllianceBernstein earns revenuesthat provide various investment options for large group pension clients, primarily by charging fees for managing the investment assets of,defined benefit and providing research to, its clients.contribution plans, through pooled or single group accounts.

CURRENT MARKET CONDITIONS AND OVERVIEW

Earnings (loss).The Company’s business and consolidated results of operations are materially affected by conditions in the global capital markets and the economy, generally. Stressed conditionsDuring 2013, increases in the economyinterest rates and volatility and disruptions in the capitalhigher equity markets and/or particular asset classes have had an adverse effect onwere generally positive to the Company’s business, consolidated results of operations and financial condition. Recent unfavorable events, including among other things, sluggishoverall economic data (such as persistent high unemployment, weak job creation, a depressed real estate market and declining consumer confidence), concerns over the viability of the European Union and its ability to resolve the European sovereign debt crisis and the downgrade by Standard & Poors (“S&P”) of the United States’ debt from AAA to AA+ led to declines and increased volatility in the capital markets during the second half of 2011. These events also renewed fears of a double dip recession and may further disrupt economic activity and the recoveryperformance. However, under accounting principles generally accepted in the United States of America (“U.S. GAAP”), reserves for Guaranteed Minimum Death Benefit (“GMDB”) and elsewhere. In addition, recent actions byGuaranteed Minimum Income Benefit (“GMIB”) features do not fully and immediately reflect the United States Federal Reserve including, but not limited to, its decision to keepimpact of equity and interest market fluctuations. If the federal funds rate exceptionally low through 2014 contributed toreserves were calculated on a basis that would fully and immediately reflect the declineimpact of long-termequity and interest rates during 2011. As a result of these events,market fluctuations, U.S. GAAP earnings would be significantly higher than the S&P 500 ranged from a low of 1,099 to a high of 1,364, ultimately ending the year at 1,258 on December 31, 2011, with a total return of 2.1% during 2011 and the ten year U.S. Treasury yield ranged from a low of 1.7% (the lowest in five decades) to a high of 3.7% during 2011, ultimately ending the year at 1.9% on December 31, 2011.

The Company’s business, consolidated results of operations and financial condition have been negatively impacted and may continue to be negatively impacted by the sluggish economic conditions, equity market declines and volatility, interest rate fluctuations and the prolonged period of low interest rates. Some of the more significant effects include, but are not limited to the following:

the increases in the2013 $3.6 billion consolidated net earningsloss of the Company and the $3.7 billion consolidated net loss of the Insurance segmentsegment. These losses were largely due to the substantial increasesmarket driven decreases in 2011 in the fair values of derivative instruments and the GMIB reinsurance contract asset used to hedge the variable annuity products with GMDB, GMIB and GWBLGuaranteed Withdrawal Benefit for Life (“GWBL”) features (the(collectively, the “VA Guarantee Features”) that are reported at fair value.

which were not fully offset by the decrease in VA Guarantee Features reserves. For additional information, see “Accounting For VA Guarantee Features” below.

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Under U.S. GAAP, reserves for GMDB and GMIB features do not fully and immediately reflect the impact of equity and interest market fluctuations. If the reserves were calculated on a basis that would fully and immediately reflect the impact of equity and interest market fluctuations, U.S. GAAP earnings would be significantly lower than that being reported. For additional information, see “Accounting For Variable Annuity Guarantee Features” below.

the amount of benefits potentially payable by the Company under VA Guarantee Features offered in certainSales.    In 2013, life insurance and annuities first year premiums and deposits by the Company increased by $1.1 billion, or 16% from 2012, primarily due to increased sales of variable annuity products, which were partially offset by lower sales of life insurance products. The market for annuity and life insurance products particularly the Accumulator® series of variable annuity products, has increased substantially, while the U.S. GAAP reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. Additionally, the Company’s risk management program, which principally utilizes reinsurance and hedging, mitigated, but did not fully offset, the economic effect of these potential benefit increases.

the declines in Separate Accounts balances have reduced the fee income being earned on such accounts.

AllianceBernstein’s assets under management, consolidated results of operations, the value of the Company’s investment in AllianceBernstein, and the level of distributions paid by AllianceBernstein totypes the Company have all declined.

As part ofissues continues to be dynamic. Over the Company’s continuing efforts to mitigate the impacts of the volatile conditions in the capital markets on its business,past several years, the Company has significantly modified its product portfolio by developing new and innovative products with the objective of offering a more balanced and diversified product portfolio that drives profitable growth while appropriately managing risk. The Company has made solid progressWhile these products have generally been well received in executing this strategy over the past few years, as the Company has introduced several new life insurance andmarketplace, variable annuity products continue to account for the marketplace which have been well received. Additionally, in 2012 as partmajority of the Company’s continuing effortssales. The decrease in sales of life insurance products primarily reflects the impact that most sales of indexed life insurance products to policyholders located outside of New York were issued by MLOA, another life insurance subsidiary of AXA Financial, instead of AXA Equitable and lower sales of other interest sensitive and term life products in the wholesale channel. For additional information see “Business-Insurance-General”, “Risk Factors” and “Premiums and Deposits”.

GMDB/IB Buyback.    The Company continues to proactively manage the risks associated with theits in-force business, particularly variable annuity businessannuities with guarantee features,features. For example, in third quarter 2013, the Company suspendedinitiated a program to purchase from certain policyholders the acceptance of contributions into certainGMDB and GMIB riders contained in their Accumulator® contracts issued prior contracts. The Company believes that this program is mutually beneficial to June 2009.

Despite the challenging economic environment, the Company’s overall life insurance and annuity sales improved in 2011 as compared to 2010. In 2011, annuities’ first year premiums and deposits byboth the Company increased by $344and policyholders who no longer need or want the GMDB and GMIB rider. As a result of this program, the Company is assuming a change in the short term behavior of remaining policyholders, as those who do not accept are assumed to be less likely to surrender their contract over the short term.

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Due to the differences in accounting recognition between the fair value of the reinsurance contract asset and the U.S. GAAP gross reserves and DAC the net impact is an after-tax loss of $20 million, or 8% from 2010, primarily due to increased premiums and deposits from recently introduced variable annuity products. The Company’s first year life insurance premiums and depositswhich was recognized in 2011 increased by $72 million or 18% from 2010, primarily due to increased sales2013. For additional information, see “Accounting for VA Guarantee Features” below.

Expense Management.    In furtherance of the Company’s recently introduced indexed universalon-going efforts to reduce costs, manage expenses and operate more efficiently, AXA Equitable has significantly reduced its occupancy in its 1290 Avenue of the Americas, New York, NY headquarters and has sublet the vacated space. In 2013, AXA Equitable recorded a non-cash pre-tax charge of $52 million related to the ongoing contractual operating lease obligations for this space and AXA Equitable’s estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to the vacated space. In 2014, AXA Equitable is expected to record an estimated non-cash pre-tax charge of approximately $31 million related to additional space to be vacated. In 2013, AllianceBernstein recorded real estate charges of $28 million of which $17 million resulted from a change in estimates related to previously recorded real estate charges.

Branding initiatives.    In first quarter 2014, AXA Financial rolled out a branding initiative intended to help AXA Financial deliver on its strategy. As part of this initiative, the AXA Financial Group companies have enhanced their brand identity in the marketplace by using AXA as the single brand for AXA Financial’s advice, retirement and life insurance product.lines of business. As a result, AXA Equitable has simplified its brand in the U.S. marketplace to “AXA” from AXA Equitable. AXA Financial believes that this simplification and marketing of the brand will emphasize its strategic transformation in the U.S., help it become a more prominent player in the U.S. life insurance marketplace and enable a more seamless global brand with our ultimate parent company, AXA. AXA Equitable further believes that the AXA brand is a more digitally friendly brand name allowing customers an easier way to get to us, find us and do business with us.

AllianceBernstein AUM.At AllianceBernstein, total assets under management (“AUM”) as of December 31, 20112013 were $405.9$450.4 billion, down $72.1an increase of $20.4 billion, or 15.1%4.8%, compared to December 31, 2010.2012. During 2011,2013, AUM decreasedincreased as a result of net outflowsmarket appreciation of $62.5$30.6 billion (primarily in the Institutions channel), and by market depreciationacquisitions of $11.0$2.1 billion, partially offset by an increasenet outflows of $1.4 billion related to an acquisition.$12.3 billion.

ACCOUNTING FOR VA GUARANTEE FEATURES

In recent years,The Company has offered and continues to offer certain variable annuity products with VA Guarantee Features have been the predominantFeatures. These products issued by the Company. These productscontinue to account for over half of the Company’s Separate Accounts assets and have been a significant driver of its results. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, the Company has in place various hedging and reinsurance programs that are designed to mitigate the impacteconomic risks of movements in the equity markets and interest rates. Due to the accounting treatment under U.S. GAAP, certain of these hedging and reinsurance programs contribute to earnings volatility. These programs generally include, among others, the following:

 

  

Hedging programs.    Hedging programs are used to mitigate certain risks associated with the VA Guarantee Features. These programs utilize various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in VA Guarantee Features’ exposures attributable to movements in the equity markets and interest rates. Although these programs are designed to provide a measure of economic

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protection against the impact adverse market conditions may have with respect to VA Guarantee Features, they do not qualify for hedge accounting treatment under U.S. GAAP, meaning that changes in the value of the derivatives will be recognized in the period in which they occur while offsetting changes in reserves will be recognized over time, which will contribute to earnings volatility as in 20112013, when the Company recognized approximately $1.8$3.0 billion of incomelosses on free standing derivatives and $5.9$4.2 billion of incomelosses on the change in fair value of the GMIB reinsurance contract asset which more thanwere not substantially offset by the $2.3 billion increase$644 million decrease in reserves for the VA Guarantee Features. Consequently, the additional impact of the recent market declines on future claims exposure negatively impacts expected future period results, which, under the U.S. GAAP GMDB and GMIB reserving methodology, is only partially reflected in the current reserve balance. The resulting reduction in projected estimated gross profits resulted in $4.0 billion of additional amortization to reduce the DAC related to variable annuity products, as the DAC would have been in excess of the present value of estimated future profits.

 

  

GMIB reinsurance contracts. GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Additionally, under U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB as noted above, on the other hand, are calculated under U.S. GAAP on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and therefore will not immediately

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reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. Because the changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves for GMIB will be recognized over time, earnings will tend to be more volatile as in 2011,2013, particularly during periods in which equity markets and/or interest rates change significantly as in 2011.significantly.

As referred toChanges in the preceding paragraphs, decreasing interest rates and significant declines in equity markets during 2011, contributed to earnings volatility. In 2010, the recovery of the equity markets along with the decrease in long-term interest rates and the change in actuarial assumptions, as described below, contributed to the increase in the fair value of reinsurance contracts, which are accounted for as derivatives, and to lower investment loss from derivative instruments. These increases to 2010 earnings were only partially offset by the increase in U.S. GAAP reserves during 2010. For 2009, the consolidated net loss and loss from continuing operations were largely due to the increases in equity and long-term interest rate markets resulted in a decrease in the fair value of the GMIB reinsurance contracts and hedging program derivatives, which were not fully offset by the change in the U.S. GAAP reserves. The table below shows, for 2011, 20102013, 2012 and 2009,2011, the impact on Earnings (Loss) from continuing operations before income taxes of the items discussed above (prior to the impact of Amortization of deferred acquisition costs):

 

 2013 2012 2011 
  2011   2010   2009  (In Millions) 
  (In Millions) 

Income (loss) on free-standing derivatives(1)

  $1,750    $(245)    $(2,148)   $(2,959)   $(851)   $1,750  

Increase (decrease) in fair value of GMIB reinsurance contracts(2)

   5,941     2,350     (2,566)    (4,297)    497    5,941  

(Increase) decrease in GMDB, GMIB and GWBL reserves, net of related GMDB reinsurance(3)

   (2,333)     (922)     533  

(Increase) decrease in GMDB, GMIB and GWBL and other features reserves, net of related GMDB reinsurance(3)

  644    (472)    (2,153)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total

  $        5,358    $        1,183    $        (4,181)   $        (6,612)   $        (826)   $        5,538  
  

 

   

 

   

 

  

 

  

 

  

 

 

 

(1) (1)

Reported in Net investment income (loss) income in the consolidated statements of earnings (loss)

(2) (2)

Reported in Increase (decrease) increase in fair value of reinsurance contracts in the consolidated statements of earnings (loss)

(3) (3)

Reported in Policyholders’ benefits in the consolidated statements of earnings (loss)

Reinsurance ceded – AXA Bermuda.Arizona.    The Company has implemented capital management actions to mitigate statutory reserve strain for GMDB and GMIB riders on the Accumulator® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA Bermuda.RE Arizona Company a captive reinsurance company established by AXA BermudaFinancial in 2003 (“AXA Arizona”). AXA Arizona also reinsures a 90%

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quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. For AXA Equitable, these reinsurance transactions currently provide statutory capital relief and mitigate the volatility of capital requirements.

The Company receives statutory reserve credits for reinsurance treaties with AXA BermudaArizona to the extent AXA BermudaArizona holds assets in an irrevocable trust ($8.86.8 billion at December 31, 2011)2013) and/or letters of credit ($1.93.3 billion at December 31, 2011)2013). AXA BermudaArizona intends to hold a combination of assets in the trust and/or letters of credit so that the Company will continue to be permitted to take credit for the reinsurance. These letters of credit are guaranteed by AXA.

For further information regarding this transaction, see “Item 1A-Risk Factors” and Note 11 of Notes to Consolidated Financial Statements included elsewhere herein.

2013 Assumption Changes and Refinements.    In 2013, mortality assumptions were updated for variable and interest sensitive life products based on emerging experience, resulting in increased Policyholders’ benefits (reserves) and DAC amortization partially offset by an increase in Universal life and investment-type product policy fee income. The after-DAC and after-tax impact of these changes in assumptions was an increase to Net loss of $152 million.

In second quarter 2013, the Company refined the projection of future interest rates used to value GMIB claims at the time of GMIB election which decreases expected future claim costs and the fair value of the GMIB reinsurance contract asset. In 2013, the after-DAC and after-tax impacts of these updated assumptions and refinements decreased the Net loss by approximately $129 million. The Company also updated its mortality assumption for variable annuities with enhanced benefits, including GMIB. The after-DAC and after-tax impacts of this updated assumption decreased the Net loss by approximately $101 million.

2012 Assumption Changes.    In 2012, expectations of long-term lapse and partial withdrawal rates for variable annuities with GMDB and GMIB guarantees were updated based on emerging experience. This update increases expected future claim costs and the fair value of the GMIB reinsurance contract asset. Also in 2012, expectations of GMIB election rates were lowered for certain ages based on emerging experience. This decreases the expected future GMIB claim cost and the fair value of the GMIB reinsurance contract asset, while increasing the expected future GMDB claim cost. Additionally, the Company updated the projection of future interest rates used to value GMIB claims at the time of GMIB election which decreases expected future claim costs and the fair value of the GMIB reinsurance contract asset.

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2011 Assumption Changes and 2010 Assumption Changes.Refinements.    In 2011, expectations of long-term surrender rates for variable annuities with GMDB and GMIB guarantees were lowered at certain policy durations based upon emerging experience. Also reflected in the models which project future claims were refined assumptions for long-term lapse rates. In 2010, included in the models which project future claims were refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates. These changes resulted in a net increase to the GMDB and GMIB reserves, an increase to the GMIB reinsurance asset and lower baseline DAC amortization. The after DAC and after tax impacts of these updated assumptions and refinements were an increase to Net earnings of approximately $564 million in 2011 and $2.1 billion in 2010.

CRITICAL ACCOUNTING ESTIMATES

Application of Critical Accounting Estimates

The Company’s MD&A is based upon its consolidated financial statements that have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the application of accounting policies that often involve a significant degree of judgment, requiring management to make estimates and assumptions (including normal, recurring accruals) 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 reporting period. Management, on an ongoing basis, reviews and evaluates the estimates and assumptions used in the preparation of the consolidated financial statements, including those related to investments, recognition of insurance income and related expenses, DAC, future policy benefits, recognition of Investment Management revenues and related expenses and benefit plan costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of such factors form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If management determines that modifications in assumptions and estimates are appropriate given current facts and circumstances, the consolidated results of operations and financial position as reported in the Consolidated Financial Statements could change significantly.

Management believes the critical accounting policies relating to the following areas are most dependent on the application of estimates, assumptions and judgments:

 

Insurance Revenue Recognition

Insurance Reserves and Policyholder Benefits

DAC

Goodwill and Other Intangible Assets

Investment Management Revenue Recognition and Related Expenses

Share-based and Other Compensation Programs

Pension Plans

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Investments – Impairments and Fair Value Measurements

Income Taxes

Insurance Revenue Recognition

Profits on non-participating traditional life policies and annuity contracts with life contingencies emerge from the matching of benefits and other expenses against the related premiums. Profits on participating traditional life, universal life-type and investment-type contracts emerge from the matching of benefits and other expenses against the related contract margins. This matching is accomplished by means of the provision for liabilities for future policy benefits and the deferral, and subsequent amortization, of policy acquisition costs. Trends in the general population and the Company’s own mortality, morbidity, persistency and claims experience have a direct impact on the benefits and expenses reported in any given period.

Insurance Reserves and Policyholder Benefits

Participating Traditional Life Insurance Policies

For participating traditional life policies, substantially all of which are in the Closed Block, future policy benefit liabilities are calculated using a net level premium method accrued as a level proportion of the premium paid by the policyholder. The net level premium method reflects actuarial assumptions equal to guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of the annual dividends earned. Terminal dividends are accrued in proportion to gross margins over the life of the contract. Gains and losses related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative

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earnings as determined at the time of demutualization. If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Non-participating Traditional Life Policies

The future policy benefit reserves for non-participating traditional life insurance policies relate primarily to non-participating term life products and are calculated using a net level premium method equal to the present value of expected future benefits plus the present value of future maintenance expenses less the present value of future net premiums. The expected future benefits and expenses are determined using actuarial assumptions as to mortality, persistency and interest established at policy issue. Reserve assumptions established at policy issue reflect best estimate assumptions based on the Company’s experience that, together with interest and expense assumptions, includes a margin for adverse deviation. Mortality assumptions are reviewed annually and are generally based on the Company’s historical experience or standard industry tables, as applicable; expense assumptions are based on current levels of maintenance costs, adjusted for the effects of inflation; and interest rate assumptions are based on current and expected net investment returns.

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Universal Life and Investment-type Contracts

Policyholders’ account balances for universal life (“UL”) and investment-type contracts are equal to the policy account values. The policy account values represent an accumulation of gross premium payments plus credited interest, including interest linked to market indices for certain products, less expense and mortality charges and withdrawals.

The Company issues or has issued and continues to offer certain variable annuity products with GMDB, GMIB and GWBLGuaranteed Income Benefit (“GIB”) features. The GMDB feature provides that in the event of an insured’s death, the beneficiary will receive the higher of the current contract account balance or another amount defined in the contract. The GMIB feature, which, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates. This minimum lifetime annuity is based on predetermined annuity purchase rates applied to a GMIB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

The Company previously issued certain variable annuity products with GWBL, guaranteed minimum incomewithdrawal benefit base.(“GMWB”) and guaranteed minimum accumulation benefit (“GMAB”) features (collectively, “GWBL and other features”). The GWBL feature allows policyholdersthe policyholder to makewithdraw, each year for the life of the contract, a specified annual withdrawals forpercentage of an amount based on the contract’s benefit base. The GMWB feature allows the policyholder to withdraw at minimum, over the life of the percentage for which is setcontract, an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the age at first withdrawal.end of a specified period to a GMAB base.

Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial assumptions related to projected benefits and related contract charges generally over the lives of the contracts using assumptions consistent with those used in estimating gross profits for purposes of amortizing DAC. The determination of this estimated liability is based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender and withdrawal rates and amounts of withdrawals, mortality experience, and, for contracts with the GMIB feature, GMIB election rates. Assumptions related to contractholder behavior and mortality are updated when a material change in behavior or mortality experience is observed in an interim period.

SCS, SIO, MSO, IUL, GIB and GWBL and other features are accounted for as embedded derivatives, with fair values calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature. The determination of the fair value for the GIB and GWBL and other features is based upon models involving numerous estimates and subjective judgments.

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Sensitivity of Future Rate of Return Assumptions on GMDB/GMIB Reserves

The future rate of return assumptions used in establishing reserves for GMDB and GMIB features regarding Separate Account performance used for purposes of this calculation are set using a long-term view of expected average market returns by applying a reversion to the mean approach, consistent with that used for DAC amortization. For additional information regarding the future expected rate of return assumptions and the reversion to the mean approach, see, “—DAC”.

The GMDB/GMIB reserve balance before reinsurance ceded was $5.0 billion at December 31, 2011.2013. The following table provides the sensitivity of the reserves for GMDB and GMIB features related to variable annuity policies relative to the future rate of return assumptions by quantifying the adjustments to these reserves that would be required assuming both a 100 basis point (“BP”) increase and decrease in the future rate of return. This sensitivity considers only the direct effect of changes in the future rate of return on operating results due to the change in the reserve balance before reinsurance ceded and not changes in any other assumptions such as persistency, mortality, or expenses included in the evaluation of the reserves, or any changes on DAC or other balances including hedging derivatives and the GMIB reinsurance asset.

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GMDB/GMIB Reserves

Sensitivity - Rate of Return

December 31, 20112013

 

   Increase/(Reduction) in
    GMDB/GMIB Reserves    
 
   (In Millions) 

100 BP decrease in future rate of return

  $                    905                634                  

100 BP increase in future rate of return

   (702)              (525)                  

Traditional Annuities

The reserves for future policy benefits for annuities include group pension and payout annuities, and, during the accumulation period, are equal to accumulated contractholders’ fund balances and, after annuitization, are equal to the present value of expected future payments based on assumptions as to mortality, retirement, maintenance expense, and interest rates. Interest rates used in establishing such liabilities range from 2.12%1.57% to 10.70%11.25%. If reserves determined based on these assumptions are greater than the existing reserves, the existing reserves are adjusted to the greater amount.

Reinsurance

For reinsurance contracts other than those covering GMIB exposure, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities. GMIB reinsurance contracts are used to cede affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Under U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Gross reserves for GMIB, on the other hand, are calculated under U.S. GAAP on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts, therefore, will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts.

Health

Individual health benefit liabilities for active lives are estimated using the net level premium method and assumptions as to future morbidity, withdrawals and interest. Benefit liabilities for disabled lives are estimated using the present value of benefits method and experience assumptions as to claim terminations, expenses and interest.

DAC

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DAC

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, reflecting incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts including commissions, underwriting, agency and policy issue expenses, are deferred. Depending on the type of contract, DAC is amortized over the expected total life of the contract group, based on the Company’s estimates of the level and timing of gross margins, gross profits or assessments, or anticipated premiums. In calculating DAC amortization, we aremanagement is required to make assumptions about investment results including hedging costs, Separate Account performance, Separate Account fees, mortality and expense margins, lapse rates and anticipated surrender charges that impact the estimates of the level and timing of estimated gross profits or assessments, margins and anticipated future experience. DAC is subject to loss recognition testing at the end of each accounting period. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits at December 31, 2008 for certain issue years for the Accumulator® products were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products would be recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated assessments for the Accumulator® products, subject to loss recognition testing. In

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second third quarter 2011, the DAC amortization method was changed to one based on estimated account balancesassessments for all issue years for the Accumulator® products due to the continued volatility of margins and the continued emergence of periods of negative margins.

Participating Traditional Life Policies

For participating traditional life policies (substantially all of which are in the Closed Block), DAC is amortized over the expected total life of the contract group as a constant percentage based on the present value of the estimated gross margin amounts expected to be realized over the life of the contracts using the expected investment yield.

At December 31, 2011,2013, the average rate of assumed investment yields, excluding policy loans, for the Company was 5.5%5.3% grading to 5.0% over 10 years. Estimated gross margins include anticipated premiums and investment results less claims and administrative expenses, changes in the net level premium reserve and expected annual policyholder dividends. The effect on the accumulated amortization of DAC of revisions to estimated gross margins is reflected in earnings in the period such estimated gross margins are revised. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to accumulated other comprehensive income (loss) (“AOCI”) in consolidated equity as of the balance sheet date. Many of the factors that affect gross margins are included in the determination of the Company’s dividends to these policyholders. DAC adjustments related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization.

Non-participating Traditional Life Insurance Policies

DAC associated with non-participating traditional life policies is amortized in proportion to anticipated premiums. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. Deviations from estimated experience are reflected in earnings (loss) in the period such deviations occur. For these contracts, the amortization periods generally are for the total life of the policy.

Universal Life and Investment-type Contracts

DAC associated with universal life productsUL and investment-type products, other than Accumulator® products is amortized over the expected total life of the contract group as a constant percentage of estimated gross profits arising principally from investment results, Separate Account fees, mortality and expense margins and surrender charges based on historical and anticipated future experience, updated at the end of each accounting period. When estimated gross profits are expected to be negative for multiple years of a contract life, DAC is amortized using the present value of estimated assessments. The effect on the amortization of DAC of revisions to estimated gross profits or assessments is reflected in earnings (loss) in the period such estimated gross profits or assessments are revised. A decrease in expected gross profits or assessments would accelerate DAC amortization. Conversely, an increase in expected gross profits or assessments would slow DAC amortization. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to AOCI in consolidated equity as of the balance sheet date.

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Quarterly adjustments to the DAC balance are made for current period experience and market performance related adjustments, and the impact of reviews of estimated total gross profits. The quarterly adjustments for current period experience reflect the impact of differences between actual and previously estimated expected gross profits for a given period. Total estimated gross profits include both actual experience and estimates of gross profits for future periods. To the extent each period’s actual experience differs from the previous estimate for that period, the assumed level of total gross profits may change. In these cases, cumulative adjustment to all previous periods’ costs is recognized.

During each accounting period, the DAC balances are evaluated and adjusted with a corresponding charge or credit to current period earnings for the effects of the Company’s actual gross profits and changes in the assumptions regarding estimated future gross profits. A decrease in expected gross profits or assessments would accelerate DAC amortization.

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Conversely, an increase in expected gross profits or assessments would slow DAC amortization. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to AOCI in consolidated equity as of the balance sheet date.

For the variable and universal lifeUL policies a significant portion of the gross profits is derived from mortality margins and therefore, are significantly influenced by the mortality assumptions used. Mortality assumptions represent the Company’s expected claims experience over the life of these policies and are based on a long-term average of actual company experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC amortization. Generally, life mortality experience has been improving in recent years. However, changes to the mortality assumptions in future periods could have a significant adverse or favorable effect on the results of operations.

Premium Deficiency Reserves and Loss Recognition Tests

After the initial establishment of reserves, premium deficiency and loss recognition tests are performed using best estimate assumptions as of the testing date without provisions for adverse deviation. When the liabilities for future policy benefits plus the present value of expected future gross premiums for the aggregate product group are insufficient to provide for expected future policy benefits and expenses for that line of business (i.e., reserves net of any DAC asset), DAC would first be written off and thereafter, if required, a premium deficiency reserve would be established by a charge to earnings.

Sensitivity of DAC to Changes in Future Mortality Assumptions

The variable and universal lifeUL policies DAC balance was $3.3$2.2 billion at December 31, 2011.2013. The following table demonstrates the sensitivity of the DAC balance relative to future mortality assumptions by quantifying the adjustments that would be required, assuming an increase and decrease in the future mortality rate by 1%. This information considers only the direct effect of changes in the mortality assumptions on the DAC balance and not changes in any other assumptions used in the measurement of the DAC balance and does not assume changes in reserves.

DAC Sensitivity - Mortality

December 31, 20112013

 

   Increase/(Reduction)
in DAC
 
   (In Millions) 

Decrease in future mortality by 1%

  $                37          36               

Increase in future mortality by 1%

   (36)            (35)              

Sensitivity of DAC to Changes in Future Rate of Return Assumptions

A significant assumption in the amortization of DAC on variable annuities and to a lesser extent, on variable and interest-sensitive life insurance relates to projected future Separate Account performance. Management sets estimated future gross profit or assessment assumptions related to Separate Account performance using a long-term view of expected average market returns by applying a reversion to the mean approach, a commonly used industry practice. This future return approach influences the projection of fees earned, as well as other sources of estimated gross profits. Returns that are higher than expectations for a given period produce higher than expected account balances, increase the fees earned resulting in higher expected future gross profits and lower DAC amortization for the period. The opposite occurs when returns are lower than expected.

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In applying this approach to develop estimates of future returns, it is assumed that the market will return to an average gross long-term return estimate, developed with reference to historical long-term equity market performance. Currently, the average gross long-term return estimate is measured from December 31, 2008. Management has set limitations as to

7-9


maximum and minimum future rate of return assumptions, as well as a limitation on the duration of use of these maximum or minimum rates of return. At December 31, 2011,2013, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 9.0% (6.73%(6.68% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15.0% (12.73%(12.68% net of product weighted average Separate Account fees) and 0.0% (-2.7%(-2.32% net of product weighted average Separate Account fees), respectively. The maximum duration over which these rate limitations may be applied is 5 years. This approach will continue to be applied in future periods. These assumptions of long-term growth are subject to assessment of the reasonableness of resulting estimates of future return assumptions.

If actual market returns continue at levels that would result in assuming future market returns of 15.0% for more than 5 years in order to reach the average gross long-term return estimate, the application of the 5 year maximum duration limitation would result in an acceleration of DAC amortization. Conversely, actual market returns resulting in assumed future market returns of 0.0% for more than 5 years would result in a required deceleration of DAC amortization. At December 31, 2011,2013, current projections of future average gross market returns assume a 0.0% annualized return for the next quarter,seven quarters, which is within the maximum and minimum limitations, grading to a reversion to the mean of 9.0% in sixfifteen quarters.

Other significant assumptions underlying gross profit estimates for UL products and investment type products relate to contract persistency and General Account investment spread.

The variable annuity contracts DAC balance was $454 million$1.6 billion at December 31, 2011.2013. The following table provides an example of the sensitivity of thatthe DAC balance of variable annuity and variable and interest-sensitive life insurance relative to future return assumptions by quantifying the adjustments to the DAC balance that would be required assuming both an increase and decrease in the future rate of return by 1%. This information considers only the effect of changes in the future Separate Account rate of return and not changes in any other assumptions used in the measurement of the DAC balance.

DAC Sensitivity - Rate of Return

December 31, 20112013

 

   Increase/(Reduction)
in DAC
 
   (In Millions) 

Decrease in future rate of return by 1%

  $                (267)          (75)               

Increase in future rate of return by 1%

   304          85               

Goodwill and Other Intangible Assets

Goodwill recognized in the Company’s consolidated balance sheet at December 31, 20112013 was $3.5 billion, solely related to the Investment Management segment and arising primarily from the Bernstein Acquisition and purchases of AllianceBernstein Units. The Company tests goodwill for recoverability on an annual basis as of December 31 each year and at interim periods if events occur or circumstances change that would indicate the potential for impairment. The test requires a comparison of the fair value of the Investment Management segment to its carrying amount, including goodwill. If this comparison results in a shortfall of fair value, the impairment loss would be calculated as the excess of recorded goodwill over its implied fair value, the latter measure requiring application of business combination purchase accounting guidance to determine the fair value of all individual assets and liabilities of the reporting unit. Any impairment loss would reduce the recorded amount of goodwill with a corresponding charge to earnings.

The remaining useful lives of intangible assets being amortized are evaluated each period to determine whether events and circumstances warrant their revision. All intangible assets are periodically reviewed for impairment if events or circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any, to be charged to earnings with a corresponding reduction of the carrying value of the intangible asset.

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Investment Management

The Company primarily uses a discounted cash flow valuation technique to measure the fair value of its Investment Management reporting unit for purpose of goodwill impairment testing. Market transactions and metrics, including the

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market capitalization of AllianceBernstein and implied pricing of comparable companies, are used to corroborate the resulting fair value measure. Cash flow projections used by the Company in the discounted cash flow valuation technique are based on AllianceBernstein’s current four-year business plan, which factors in current market conditions and all material events that have impacted, or that management believes at the time could potentially impact, future expected cash flows, and a declining annual growth rate thereafter. The resulting present value amount, net of noncontrolling interest, is tax-effected to reflect taxes incurred at the Company level.

Key assumptions and judgments applied by management in the context of the Company’s goodwill impairment testing are particularly sensitive to equity market levels, including AllianceBernstein’s assets under management, revenues and profitability. Other risks to which the business of AllianceBernstein is subject, including, but not limited to, retention of investment management contracts, selling and distribution agreements, and existing relationships with clients and various financial intermediaries, could negatively impact future cash flow projections used in the discounted cash flow technique. Significant or prolonged weakness in the financial markets and the economy generally would adversely impact the goodwill impairment testing for the Company’s Investment Management reporting unit. Similarly, significant or prolonged downward pressure on the market capitalization of AllianceBernstein relative to its carrying value likely would increase the frequency of goodwill impairment testing by AXA Equitable for its Investment Management reporting unit.

AllianceBernstein annually tests its goodwill for recoverability at September 30 using both an income approach and a market approach to measure its fair value. The income approach used by AllianceBernstein is a discounted cash flow valuation technique substantially similar to that applied by the Company to assess the recoverability of goodwill related to its Investment Management reporting unit. Under the market approach, the fair value of AllianceBernstein is based on the current trading price of a Holding unit as adjusted for consideration of market metrics, such as control premiums for relevant recent acquisitions.

Intangible assets related to the Investment Management segment principally relate to the Bernstein Acquisition and purchases of AllianceBernstein Units and include values assigned to investment management contracts acquired based on their estimated fair values at the time of purchase, less accumulated amortization generally recognized on a straight-line basis over their estimated useful life of approximately 20 years. The gross carrying amount and accumulated amortization of these intangible assets were $561$583 million and $336$384 million, respectively, at December 31, 20112013 and $559$561 million and $313$360 million, respectively, at December 31, 2010.2012. Amortization expense related to these intangible assets totaled $23$24 million, $24 million and $24$23 million for the years ended December 31, 2011, 20102013, 2012 and 2009,2011, respectively, and estimated amortization expense for each of the next 5 years is expected to be approximately $22$25 million.

Investment Management Revenue Recognition and Related Expenses

The Investment Management segment’s revenues are largely dependent on the total value and composition of AUM. The most significant factors that could affect this segment’s results include, but are not limited to, the performance of the financial markets and the investment performance and composition of sponsored investment products and separately managed accounts.

Investment advisory and services fees, generally calculated as a percentage of AUM are recorded as the related services are performed. Certain investment advisory contracts, including those associated with hedge funds, provide for a performance-based fee, in addition to or in lieu of a base fee. Performance fees are calculated as either a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. Performance-based fees are recorded as revenue at the end of the specified period and will generally be higher in favorable markets and lower in unfavorable markets, which may increase the volatility of the segment’s revenues and earnings.

Commissions paid to financial intermediaries in connection with the sale of shares of open-end mutual funds sold without a front-end sales charge are capitalized as deferred sales commissions and are amortized over periods not exceeding five and one-half years, the periods of time during which the deferred sales commissions are generally recovered from distribution fees received from those funds and from contingent deferred sales commissions received from shareholders of those funds

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upon redemption of their shares. The recoverability of these commissions is estimated based on management’s assessment of these future revenue flows.

Pension Plans

The Company (other than AllianceBernstein)AXA Equitable sponsors a qualified defined benefit planspension plan covering substantially allits eligible employees (including certain qualified part-time employees), managers and financial professionals. TheseThis pension plans areplan is non-contributory and theirits benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period in the plan. AXA Equitable also sponsors non-qualified defined benefit pension plans.

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AXA Equitable announced in the third quarter of 2013 that benefit accruals under its qualified and nonqualified defined benefit pension plans would be discontinued after December 31, 2013. This plan curtailment resulted in a decrease in the Projected Benefit Obligation (“PBO”) of approximately $29 million, which was offset against existing deferred losses in AOCI, and recognition of a $3 million curtailment loss from accelerated recognition of existing prior service costs accumulated in OCI. In addition, AXA Equitable announced that it will begin providing a company contribution to the AXA Equitable 401(k) Plan as of January 1, 2014. AXA Equitable will also provide an excess 401(k) contribution for eligible compensation over the qualified plan compensation limits under a nonqualified deferred compensation plan.

AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan (“Retirement Plan”) covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AllianceBernsteinAllianceBernstein’s benefits are based on years of credited service and average final base salary. The Company uses a December 31 measurement date for its pension plans.

For 2011, 20102013, 2012 and 2009,2011, respectively, the Company recognized net periodic cost of $188$143 million, $189$168 million and $145$188 million related to its qualified pension plans. Each component of net periodic pension benefits cost is based on the Company’s best estimate of long-term actuarial and investment return assumptions and consider, as appropriate, an assumed discount rate, an expected rate of return on plan assets, inflation costs, expected increases in compensation levels and trends in health care costs. Of these assumptions, the discount rate and expected rate of return assumptions generally have the most significant impact on the resulting net periodic cost associated with these plans. Actual experience different from that assumed generally is recognized prospectively over future periods; however, significant variances could result in immediate recognition of net periodic cost or benefit if they exceed certain prescribed thresholds or in conjunction with a reconsideration of the related assumptions.

The discount rate assumptions used by the Company to measure its pension benefits obligations reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under the Company’s pension benefits plans are discounted using a published high-quality bond yield curve. A discount rate assumption of 4.25%4.50% was used by the Company to measure each of these benefits obligations at December 31, 20112013 and to estimate 20122014 net periodic cost. A rate of 5.25%3.50% was used to measure each of these benefits obligations at December 31, 20102012 and to estimate 20112013 net periodic cost. A 100 BP change in the discount rate assumption would have impacted the Company’s 20112013 net periodic cost as shown in the table below; the information provided in the table considers only changes in the assumed discount rate without consideration of possible changes in any other assumptions described above that could ultimately accompany any changes in the assumed discount rate.

Net Periodic Pension Cost

Sensitivity - Discount Rate

Year Ended December 31, 20112013

 

   Increase/(Decrease) in Net
Periodic Pension Cost
 
   (In Millions) 

100 BP increase in discount rate

  $                    (13)             (14)                  

100 BP decrease in discount rate

   15  

Guidelines regarding the allocation of plan assets are formalized by the respective Investment Committees established by the funded benefit plans of the Company and are designed with a long-term investment horizon. Since January 2009, the asset allocation strategy of the qualified defined benefit pension plans has targeted 30%-40% in equities, 50%-60% in high quality bonds, and 0%-15% in equity real estate and other investments. Certain qualified pension plans of the Company have developed hedging strategies to lessenminimize downside equity risk. As a result of a strategic asset allocation project conducted in the latter half of 2013, the existing equity-hedging program was discontinued in January 2014 at maturity of the underlying positions. New plan asset allocation targets expected to be executed in 2014 will reduce the investment in bonds to 40%-50%, rebalance the bond portfolio to extend duration, and increase the investment in equities to 50%-60% along with a shift of positions from long equity into real estate, hedge funds and other alternative investments.

In developing the expected long-term rate of return assumption on plan assets, management considered the historical returns and future expectations for returns for each asset category, the target asset allocation of the plan portfolio, and hedging programs executed by the plans. At January 1, 2011,2013, the beginning of the 20112013 measurement year, the fair value of the Company plan assets was $1.5$2.4 billion. Given that level of plan assets, as adjusted for expected amounts and timing of

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contributions and benefits payments, a 100 BP change in the

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6.75% expected long-term rate of return assumption would have impacted the Company’s net periodic cost for 20112013 as shown in the table below; the information provided in the table considers only changes in the assumed long-term rate of return without consideration of possible changes in any other assumptions described above that could ultimately accompany any changes in the assumed long-term rate of return. In consideration of the strategic asset reallocation to be implemented in 2014, the Company has recomputed the expected long-term rate of return assumption on plan assets and concluded to increase the assumption to be used in computations of pension cost for the year-ended 2014 to 7.0% or an increase of 25 BP.

Net Periodic Pension Cost

Sensitivity - Rate of Return

Year Ended December 31, 20112013

 

   Increase/(Decrease) in Net
Periodic Pension Cost
 
   (In Millions) 

100 BP increase in expected rate of return

  $                (17)            (22)                    

100 BP decrease in expected rate of return

   17             22  

Note 12 of Notes to Consolidated Financial Statements, included elsewhere herein, describes the respective funding policies of the Company (excluding AllianceBernstein) and of AllianceBernstein to their qualified pension plans, including amounts expected to be contributed for 2012.2013. Contribution estimates, which are subject to change, are based on regulatory requirements, future market conditions, and assumptions used for actuarial computations of the plans’ obligations and assets.

Share-based Compensation Programs

As further described in Note 13 of Notes to Consolidated Financial Statements, included elsewhere herein, AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and associatesfinancial professionals of the CompanyAXA Financial and its subsidiaries.subsidiaries, including the Company. AllianceBernstein also sponsors its own compensatory unit award programsoption plans for certain of its employees. For 2013, 2012, and option plans. For 2011, 2010, and 2009, respectively, the Company recognized compensation costs of $416$340 million, $199$195 million and $78$414 million for share-based payment arrangements. Compensation expense related to these awards is measured based on the estimated fair value of the equity instruments issued or the liabilities incurred. The Company uses the Black-Scholes option valuation model to determine the grant-date fair values of equity share/unit option awards and similar instruments, requiring assumptions with respect to the expected term of the award, expected price volatility of the underlying share/unit, and expected dividends. These assumptions are significant factors in the resulting measure of fair value recognized over the vesting period and require use of management judgment as to likely future conditions, including employee exercise behavior, as well as consideration of historical and market observable data.

Investments – Impairments and Valuation Allowances and Fair Value Measurements

The Company’s investment portfolio principally consists of public and private fixed maturities, mortgage loans, equity securities, and derivative financial instruments, including swaps, forwards, futures, and option contracts, swaptions and floors used to manage various risks relating to its business operations. In applying the Company’s accounting policies with respect to these investments, estimates, assumptions, and judgments are required about matters that are inherently uncertain, particularly in the identification and recognition of other-than-temporary-impairments (“OTTI”), determination of the valuation allowance for losses on mortgage loans, and measurements of fair value.

Impairments and Valuation Allowances

The assessment of whether OTTIs have occurred is performed quarterly by the Company’s IUSInvestment Under Surveillance (“IUS”) Committee, with the assistance of its investment advisors, on a security-by-security basis for each available-for-sale fixed maturity and equity security that has experienced a decline in fair value for purpose of evaluating the underlying reasons. The analysis begins with a review of gross unrealized losses by the following categories of securities: (i) all investment grade and below investment grade fixed maturities for which fair value has declined and remained below amortized cost by 20% or more; (ii) below-investment-grade fixed maturities for which fair value has declined and remained below amortized cost for a period greater than 12 months;

7-13


and (iii) equity securities for which fair value has declined and remained below cost by 20% or greater or remained below cost for a period of 6 months or greater. Integral to the analysis is an assessment of various indicators of credit deterioration to determine whether the investment security is expected to recover, including, but not limited to, consideration of the duration and severity of the unrealized loss, failure, if any, of the

7-12


issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity, and continued viability of the issuer and, for equity securities only, the intent and ability to hold the investment until recovery, resulting in identification of specific securities for which OTTI is recognized.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting OTTI is recognized in earnings and the remainder of the fair value loss is recognized in OCI.other comprehensive income (loss) (“OCI”). The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage- and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Mortgage loans also are reviewed quarterly by the IUS Committee for impairment on a loan-by-loan basis, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages also is identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on the Company’s assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation allowance for mortgage loans can increase or decrease from period to period based on such factors.

Fair Value Measurements

Investments reported at fair value in the consolidated balance sheets of the Company include fixed maturity and equity securities classified as available-for-sale, trading securities, and certain other invested assets, such as freestanding derivatives. In addition, reinsurance contracts covering GMIB exposure and the liabilities in the Structured Capital Strategies® (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST® variable annuity series (“SIO”), Market Stabilizer Option® (“MSO”) in the variable life insurance products, Indexed Universal Life (“IUL”) insurance products and the GMAB, GIB, GMWB and GWBL feature in certain variable annuity products issued by the Company are considered embedded derivatives and reported at fair value.

When available, the estimated fair value of securities is based on quoted prices in active markets that are readily and regularly obtainable; these generally are the most liquid holdings and their valuation does not involve management judgment. When quoted prices in active markets are not available, the Company estimates fair value based on market standard valuation methodologies, including discounted cash flow methodologies, matrix pricing, or other similar techniques. For securities with reasonable price transparency, the significant inputs to these valuation methodologies either are observable in the market or can be derived principally from or corroborated by observable market data. When the volume or level of activity results in little or no price transparency, significant inputs no longer can be supported by reference to market observable data but instead must be based on management’s estimation and judgment. Substantially the same approach is

7-14


used by the Company to measure the fair values of freestanding and embedded derivatives with exception for consideration of the effects of master netting agreements and collateral arrangements as well as incremental value or risk ascribed to changes in own or counterparty credit risk.

As required by the accounting guidance, the Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique, giving the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For additional information regarding the key estimates and assumptions surrounding the determinations of fair value measurements, see Note 7 to the Consolidated Financial Statements – Fair Value Disclosures.

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Income Taxes

Income taxes represent the net amount of income taxes that the Company expects to pay to or receive from various taxing jurisdictions in connection with its operations. The Company provides for Federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryforward periods under the tax law in the applicable jurisdiction. Valuation allowances are established when management determines, based on available information, that it is more likely than not that deferred tax assets will not be realized. Management considers all available evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. The Company’s accounting for income taxes represents management’s best estimate of the tax consequences of various events and transactions.

Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities, and in evaluating the Company’s tax positions including evaluating uncertainties under the guidance for Accounting for Uncertainty in Income taxes. Under the guidance, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.

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The Company’s tax positions are reviewed quarterly and the balances are adjusted as new information becomes available.

7-15


CONSOLIDATED RESULTS OF OPERATIONS

AXA Equitable

Consolidated Results of Operations

  2013   2012   2011 
  (In Millions) 

REVENUES

     

Universal life and investment-type product policy fee income

   $        3,546      $        3,334      $        3,312  

Premiums

  496     514     533  

Net investment income (loss):

     

Investment income (loss) from derivative instruments

  (2,866)     (978)     2,374  

Other investment income (loss)

  2,237     2,316     2,128  
 

 

 

   

 

 

   

 

 

 

Total net investment income (loss)

  (629)     1,338     4,502  

Investment gains (losses), net:

     

Total other-than-temporary impairment losses

  (81)     (96)     (36)  

Portion of loss recognized in other comprehensive income

  15          
 

 

 

   

 

 

   

 

 

 

Net impairment losses recognized

  (66)     (94)     (32)  

Other investment gains (losses), net

  (33)     (3)     (15)  
 

 

 

   

 

 

   

 

 

 

Total investment gains (losses), net

  (99)     (97)     (47)  

Commissions, fees and other income

  3,823     3,574     3,631  

Increase (decrease) in the fair value of the reinsurance contract asset

  (4,297)     497     5,941  
 

 

 

   

 

 

   

 

 

 

Total revenues

  2,840     9,160     17,872  
 

 

 

   

 

 

   

 

 

 

BENEFITS AND OTHER DEDUCTIONS

     

Policyholders’ benefits

  1,691     2,989     4,360  

Interest credited to policyholders’ account balances

  1,373     1,166     999  

Compensation and benefits

  1,743     1,672     2,263  

Commissions

  1,160     1,248     1,195  

Distribution related payments

  423     367     303  

Amortization of deferred sales commission

  41     40     38  

Interest expense

  88     108     106  

Amortization of deferred policy acquisition costs

  580     576     3,620  

Capitalization of deferred policy acquisition costs

  (655)     (718)     (759)  

Rent expense

  169     201     240  

Amortization of other intangible assets

  24     24     24  

Other operating costs and expenses

  1,512     1,429     1,359  
 

 

 

   

 

 

   

 

 

 

Total benefits and other deductions

  8,149     9,102     13,748  
 

 

 

   

 

 

   

 

 

 

Earnings (loss) from continuing operations before income taxes

  (5,309)     58     4,124  

Income tax (expense) benefit

  2,073     158     (1,298)  
 

 

 

   

 

 

   

 

 

 

Earnings (loss) from continuing operations, net of income taxes

  (3,236)     216     2,826  

Net earnings (loss)

  (3,236)     216     2,826  

Less: net (earnings) loss attributable to the noncontrolling interest

  (337)     (121)     101  
 

 

 

   

 

 

   

 

 

 

Net Earnings (Loss) Attributable to AXA Equitable

   $(3,573)      $95      $2,927  
 

 

 

   

 

 

   

 

 

 

The consolidated earnings narratives that follow discuss the results for 20112013 compared to 2010’s2012’s results, followed by the results for 20102012 compared to 2009’s2011’s results. For additional information, see “Accounting for VA Guarantee Features” at page 7-2.

AXA Equitable

Consolidated Results of Operations

   2011   2010   2009 
   (In Millions) 

REVENUES

      

Universal life and investment-type product policy fee income

    $3,312      $3,067      $2,918  

Premiums

   533     530     431  

Net investment income (loss):

      

Investment income (loss) from derivative instruments

   2,374     (284)     (3,079)  

Other investment income (loss)

   2,128     2,260     2,099  
  

 

 

   

 

 

   

 

 

 

Total net investment income (loss)

   4,502     1,976     (980)  

Investment gains (losses), net:

      

Total other-than-temporary impairment losses

   (36)     (300)     (169)  

Portion of loss recognized in other comprehensive income

   4     18     6  
  

 

 

   

 

 

   

 

 

 

Net impairment losses recognized

   (32)     (282)     (163)  

Other investment gains (losses), net

   (15)     98     217  
  

 

 

   

 

 

   

 

 

 

Total investment gains (losses), net

   (47)     (184)     54  

Commissions, fees and other income

   3,631     3,702     3,385  

Increase (decrease) in the fair value of the reinsurance contract asset

   5,941     2,350     (2,566)  
  

 

 

   

 

 

   

 

 

 

Total revenues

   17,872     11,441     3,242  
  

 

 

   

 

 

   

 

 

 

BENEFITS AND OTHER DEDUCTIONS

      

Policyholders’ benefits

   4,360     3,082     1,298  

Interest credited to policyholders’ account balances

   999     950     1,004  

Compensation and benefits

   2,206     1,953     1,859  

Commissions

   1,195     1,044     1,033  

Distribution related payments

   303     287     234  

Amortization of deferred sales commission

   38     47     55  

Interest expense

   106     106     107  

Amortization of deferred policy acquisition costs

   4,680     168     115  

Capitalization of deferred policy acquisition costs

   (1,030)     (916)     (975)  

Rent expense

   250     244     258  

Amortization of other intangible assets

   24     23     24  

Other operating costs and expenses

   1,406     1,438     1,309  
  

 

 

   

 

 

   

 

 

 

Total benefits and other deductions

   14,537     8,426     6,321  
  

 

 

   

 

 

   

 

 

 

Earnings (loss) from continuing operations before income taxes

   3,335     3,015     (3,079)  

Income tax (expense) benefit

   (1,022)     (707)     1,272  
  

 

 

   

 

 

   

 

 

 

Earnings (loss) from continuing operations, net of income taxes

   2,313     2,308     (1,807)  

Earnings (loss) from discontinued operations, net of income taxes

   -     -     3  

Net earnings (loss)

   2,313     2,308     (1,804)  

Less: net (earnings) loss attributable to the noncontrolling interest

   101     (235)     (359)  
  

 

 

   

 

 

   

 

 

 

Net Earnings (Loss) Attributable to AXA Equitable

    $    2,414      $    2,073      $    (2,163)  
  

 

 

   

 

 

   

 

 

 

 

7-167-15


Year ended December 31, 20112013 Compared to the Year Ended December 31, 20102012

Net loss attributable to the Company in 2013 was $3.6 billion, a decrease of $3.7 billion from the $95 million of net earnings attributable to the Company during 2012. The $3.7 billion decrease is primarily attributable to a significant decrease in fair value of the reinsurance contract asset and higher investment losses from derivative instruments partially offset by a higher tax benefit, a decrease in reserves and higher universal life and investment type product policy fee income.

Net earnings attributable to the Companynoncontrolling interest were $337 million in 2013 as compared to $121 million for 20112012. The increase was principally due to higher earnings from AllianceBernstein in 2013 compared to 2012.

Net loss inclusive of earnings attributable to noncontrolling interest was $3.2 billion in 2013, a decrease of $3.4 billion from the $216 million net earnings reported for 2012. The Insurance segment’s net loss in 2013 was $3.7 billion, a decrease of $3.7 billion from $37 million net earnings in 2012, while the net earnings for the Investment Management segment totaled $468 million, a $289 million increase from the $179 million in net earnings in 2012.

Income tax benefit in 2013 was $2.1 billion compared to income tax expense of $158 million in 2012. The change was primarily due to the decrease in pre-tax results of the Insurance segment from earnings in 2012 to a loss in 2013. In 2013 and 2012, Federal income taxes attributable to consolidated operations were $2.4different from the amounts determined by multiplying the earnings before income taxes and noncontrolling interest by the expected Federal income tax rate of 35%, primarily due to dividend received deductions, nontaxable investment income and noncontrolling interest permanent differences. In addition, the 2012 income tax benefit was increased by $14 million in the Insurance segment and $14 million in the Investment Management segment due to releases of liabilities for interest, state income taxes and deferred taxes on foreign earnings.

Losses from continuing operations before income taxes were $5.3 billion in 2013, a decrease of $5.4 billion from the $58 million in pre-tax earnings in 2012. The Insurance segment’s loss from continuing operations totaled $5.9 billion in 2013, $5.7 billion higher than 2012’s loss of $132 million; the increase was primarily due to a significant decrease in the fair value of the reinsurance contract asset as compared to an increase in 2012, significantly higher investment losses from derivative instruments, higher other operating costs and expenses, higher interest credited to policyholders’ account balances and lower other investment income partially offset by lower policyholders’ benefits (including decreases in GMDB/GMIB/GWBL/GMAB reserves in 2013 as compared to increases in 2012), and higher universal life and investment-type product policy fee income. The Investment Management segment’s earnings from continuing operations were $564 million in 2013, an increase of $341$374 million from earnings of $190 million in 2012, principally due to lower real estate charges, higher distribution revenues, higher investment advisory and service fees, higher Bernstein research services fees, lower other operating costs and expenses and lower rent expense partially offset by higher distribution related payments and higher compensation and benefit expenses.

Total revenues were $2.8 billion in 2013, a decrease of $6.4 billion from the $9.2 billion reported in 2012. The Insurance segment reported a $6.5 billion decrease in its revenues while the Investment Management segment had an increase of $177 million. The decrease of Insurance segment revenues to a negative $54 million in 2013 as compared to a positive $6.4 billion 2012, was principally due to a significant decrease in the fair value of the reinsurance contract asset accounted for as derivatives of $4.3 billion as compared to an increase of $497 million in 2012 and $1.9 billion higher investment losses from derivatives partially offset by $212 million higher universal life and investment-type product policy fee income. The Investment Management segment’s $2.9 billion in revenues in 2013 as compared to $2.7 billion in 2012 was primarily due to an $85 million in increase investment advisory and services fees, $55 million increase in distribution revenues, and a $31 million increase in Bernstein research service fees.

Total benefits and expenses were $8.1 billion in 2013, a decrease of $953 million from the $2.1$9.1 billion total for 2012. The Insurance segment’s total benefits and expenses were $5.8 billion, a decrease of $757 million from 2012’s total of $6.6 billion. The Investment Management segment’s total expenses for 2013 were $2.4 billion; $197 million lower than the $2.5 billion in expenses in 2012. The Insurance segment’s decrease was principally due to a $1.3 billion decrease in policyholders’ benefits and an $88 million decrease in commissions partially offset by a $362 million increase in other operating costs and expenses, a $207 million increase in interest credited to policyholders’ account balances and $63 million lower DAC capitalization. The decrease in expenses for the Investment Management segment was principally due to $195 million lower real estate charges, $64 million lower other operating costs and expenses and $30 million lower rent expense partially offset by $56 million higher distribution related payments and $36 million higher compensation and benefits expenses.

7-16


Year ended December 31, 2012 Compared to the Year Ended December 31, 2011

Net earnings (loss) attributable to the Company in 2012 were $95 million, a decrease of $2.8 billion from the $2.9 billion of net earnings attributable to the Company for 2010.during 2011. The increasedecrease is attributable to ana lower increase in the fair value of the reinsurance contracts, highercontract asset for 2012 as compared to 2011, investment incomelosses from derivative instruments as compared to investment income in the prior year, higher other operating costs and expenses (including AllianceBernstein higher real estate charges) and lower impairment losses on fixed maturitiesinvestment advisory and service fees partially offset by lower DAC amortization, lower policyholder benefits (including lower increases in DAC amortization, higher policyholders’ benefits, higher compensationGMDB/GMIB/GWBL/GMAB reserves) and benefits and higher commission expenses.a tax benefit in 2012 as compared to tax expense in 2011.

Net lossearnings attributable to the noncontrolling interest was $101were $121 million in 20112012 as compared to earnings of $235$101 million for 2010.net loss during 2011. The decreaseincrease was principally due to lossesearnings from AllianceBernstein in 20112012 compared to earningslosses in 2010.2011.

Net earnings (loss) inclusive of earnings attributable to noncontrolling interest were $2.3was $216 million in 2012, a decrease of $2.6 billion in 2011, an increase of $5 million from the $2.3$2.8 billion net earnings reported for 2010.2011. The Insurance segment’s net earnings in 20112012 were $2.4$37 million, a decrease of $2.9 billion an increase of $595 million from $1.9$3.0 billion in net earnings in 2010,2011, while the net lossesearnings for the Investment Management segment totaled $35$179 million, a $254$319 million decreaseincrease from the $219$140 million in net earningsloss in 2010. There were no results from discontinued operations in 2011 and 2010.2011.

Income tax expensebenefit in 20112012 was $1.0 billion$158 million compared to $707 million in 2010. The increase in income tax expense of $1.3 billion in 2011. The change was primarily due to the increasedecrease in pre-tax results of the Insurance segment from earnings in 2011 to a loss in 2012. In 2012 and 2011, Federal income taxes attributable to consolidated operations were different from the amounts determined by multiplying the earnings before income taxes and noncontrolling interest by the expected Federal income tax rate of 35%, primarily due to dividend received deductions, nontaxable investment income and noncontrolling interest permanent differences. In addition, the 2012 income tax benefit was increased by $14 million in the Insurance segment.segment and $14 million in the Investment Management segment due to releases of liabilities for interest, state income taxes and deferred taxes on foreign earnings. The income tax expense in the Insurance segment in 2011 was reduced by an $84 million tax benefit related to the completion of the 2004 and 2005 IRS audit and in 2010, the income tax expense in the Insurance segment was reduced by $99 million related to the settlement with the Appeals Office of the IRS of issues for the 1997–2003 tax years. The income tax expense in 2010 was also impacted by a tax benefit of $135 million in first quarter 2010 related to the release of state deferred taxes held in the Investment Management segment resulting from the conversion of an AXA Equitable subsidiary from a corporation to a limited liability company, ACMC LLC (“ACMC”). As a limited liability company, ACMC’s income is subject to state income taxes at the rate of its sole owner, AXA Equitable; that rate is substantially less than the rate previously applicable to ACMC as a corporation. ACMC’s principal asset is its holdings of AllianceBernstein Units. There will continue to be a reduction of related taxes in future periods, but to a far lesser degree. The Company provides Federal and state income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent such earnings are permanently invested outside of the United States.audit.

Earnings (loss) from continuing operations before income taxes were $3.3$58 million in 2012, a decrease of $4.1 billion in 2011, an increase of $320 million from the $3.0$4.1 billion in pre-tax earnings in 2010.2011. The Insurance segment’s earningslosses from continuing operations before income taxes totaled $3.5$132 million in 2012, $4.4 billion in 2011, $882 million higherlower than 2010’s2011’s pre-tax earnings of $2.6$4.3 billion; the increase was primarily duedecrease is attributable to ana lower increase in the fair value of the reinsurance contract asset higherin 2012 as compared to 2011, investment incomelosses from derivative instruments lower impairments onin 2012 as compared to investment income in 2011, and higher writedowns of fixed maturities partially offset by lower DAC amortization, lower policyholder benefits (including lower increases in GMDB/GMIB/GWBL/GMAB reserves) and lower other operating costs and expenses. The Investment Management segment’s earnings from continuing operations were $190 million in 2012, an increase of $354 million from losses of $164 million in 2011, principally due to lower compensation and benefit expenses and higher investment income partially offset by higher DAC amortization, higher policyholders’ benefits and higher commission expenses. The Investment Management segment’s losses from continuing operations were $164 million in 2011, a decrease of $564 million from earnings of $400 million in 2010, principally due to higher compensation and benefits, lower investment advisory and service fees, and by lower net investment income (loss) in 2011 as compared to 2010 partially offset by lowerhigher real estate charges, higher distribution related payments and higherlower Bernstein research services and distribution revenues.services.

Total revenues were $17.9$9.2 billion in 2011, an increase2012, a decrease of $6.5$8.7 billion from the $11.4$17.9 billion reported in 2010.2011. The Insurance segment reported a $6.6an $8.7 billion increasedecrease in its revenues while the Investment Management segment had a decrease of $209$12 million. The increasedecrease of Insurance segment revenues to $6.4 billion in 2012 as compared to $15.1 billion in 2011 as compared to $8.5 billion in 2010 was principally due to ana lower increase in the fair value of the reinsurance contract asset accounted for as derivatives of $5.9 billion$497 million as compared to $2.4$5.9 billion in 2010, $2.4 billion2011, $942 million of investment incomelosses from derivatives as compared to losses from derivativesinvestment income of $269 million$2.3 billion in 20102011 and $245$62 million higher policy fee income.writedowns of fixed maturities. The Investment Management segment’s $2.8$2.7 billion in revenues in 20112012 as compared to $3.0$2.8 billion in 20102011 was primarily was due to a $136$144 million decrease in investment advisory and services fees and $60a $23 million higher net investment lossesdecrease in Bernstein research revenues partially offset by a $13$123 million increase in distribution revenues and a $6 million increase in Bernstein research revenues.net investment income.

Total benefits and expenses were $14.5$9.1 billion in 2011, an increase2012, a decrease of $6.1$4.6 billion from the $8.4$13.7 billion total for 2010.2011. The Insurance segment’s total benefits and expenses were $11.6$6.6 billion, an increasea decrease of $5.7$4.3 billion from the 20102011’s total of $5.9

7-17


$10.9 billion. The Investment Management segment’s total expenses for 20112012 were $2.9$2.5 billion, $355$366 million higherlower than the $2.6$2.9 billion in expenses in 2010.2011. The Insurance segment’s increasedecrease was principally due to lower DAC amortization of $4.7 billion($576 million in 20112012 as compared to DAC amortization of $168 million$3.6 billion in 2010,2011), a $1.3$1.4 billion increasedecrease in policyholders’ benefits a $151 million increase in commissions and a $16$139 million increasedecrease in other operating costs and expenses (including a $55 million charge for severance costs) partially offset by a $114$167 million increase in DAC capitalizationinterest credited to policyholders’ account balances and a $144$53 million reductionincrease in compensation and benefits.commissions. The increasedecrease in expenses for the Investment Management segment was principally due to $398$612 million higherlower compensation and benefits at AllianceBernstein (including a $472 million charge related to the immediate expense recognition of all unamortized deferred compensation awards related to prior years) partially offset by a $95$216 million decrease inhigher real estate charges.charges and $64 million higher distribution related payments.

7-17


RESULTS OF CONTINUING OPERATIONS BY SEGMENT

Insurance.

Insurance - Results of Operations

  2013  2012  2011 
  (In Millions) 

REVENUES

   

Universal life and investment-type product policy fee income

   $        3,546     $        3,334     $        3,312  

Premiums

  496    514    533  

Net investment income (loss):

   

Investment income (loss) from derivative instruments

  (2,847)    (942)    2,370  

Other investment income

  2,123    2,184    2,156  
 

 

 

  

 

 

  

 

 

 

Total net investment income (loss)

  (724)    1,242    4,526  
 

 

 

  

 

 

  

 

 

 

Investment gains (losses), net:

   

Total other-than-temporary impairment losses

  (81)    (96)    (36)  

Portion of loss recognized in other comprehensive income

  15        
 

 

 

  

 

 

  

 

 

 

Net impairment losses recognized

  (66)    (94)    (32)  

Other investment gains (losses), net

  (25)    14    (10)  
 

 

 

  

 

 

  

 

 

 

Total investment gains (losses), net

  (91)    (80)    (42)  
 

 

 

  

 

 

  

 

 

 

Commissions, fees and other income

  1,016    936    870  

Increase (decrease) in the fair value of the reinsurance contract asset

  (4,297)    497    5,941  
 

 

 

  

 

 

  

 

 

 

Total revenues

  (54)    6,443    15,140  
 

 

 

  

 

 

  

 

 

 

BENEFITS AND OTHER DEDUCTIONS

   

Policyholders’ benefits

  1,691    2,989    4,360  

Interest credited to policyholders’ account balances

  1,373    1,166    999  

Compensation and benefits

  515    481    459  

Commissions

  1,160    1,248    1,195  

Amortization of deferred policy acquisition costs

  580    576    3,620  

Capitalization of deferred policy acquisition costs

  (655)    (718)    (759)  

Rent expense

  38    40    51  

Interest expense

  87    106    105  

All other operating costs and expenses

  1,029    687    826  
 

 

 

  

 

 

  

 

 

 

Total benefits and other deductions

  5,818    6,575    10,856  
 

 

 

  

 

 

  

 

 

 

Earnings (Loss) from Continuing Operations, Before Income Taxes

   $(5,872)     $(132)     $4,284  
 

 

 

  

 

 

  

 

 

 

Year endedEnded December 31, 20102013 Compared to the Year Ended December 31, 20092012 – Insurance

Net earnings attributableRevenues

In 2013, the Insurance segment’s revenues decreased $6.5 billion to the Company for 2010 were $2.1a negative $54 million from a positive $6.4 billion an increase of $4.3 billion from the $2.2 billion net loss attributable to the Company for 2009. The increase is attributable to an increase in fair value of reinsurance contracts, lower losses from derivative instruments and higher investment advisory and service fees and distribution revenues partially offset by higher income tax expense, higher policyholders’ benefits, higher impairment losses on fixed maturities and lower gains from sales on fixed maturities.

Net earnings attributable to the noncontrolling interest were $235 million in 2010 as compared to $359 million for 2009.2012. The decrease was principally due to lower earnings from AllianceBernstein and lower noncontrolling interest ownership percentage in 2010 compared to 2009.

Net earnings inclusive of earnings attributable to noncontrolling interest were $2.3 billion in 2010, an increase of $4.1 billion from the $1.8 billion loss reported for 2009. The Insurance segment’s net earnings in 2010 were $1.9 billion, an increase of $4.1 billion from the $2.3 billion of net losses in 2009, while the net earnings for the Investment Management segment totaled $452 million, a $30 million decrease from the $482 million in net earnings in 2009. Earnings from discontinued operations totaled $3 million in 2009.

The income tax expense totaled $707 million in 2010 as compared to the $1.3 billion of tax benefit in 2009. The change was primarily due to the change in pre-tax results of the Insurance segment from a loss in 2009 to earnings in 2010, partially offset by the $99 million tax benefit related to the settlement of the tax audits for fiscal years 1997 through 2003. The income tax expense in 2010 was impacted by a tax benefit of $135 million in first quarter 2010 related to the release of state deferred taxes held in the Investment Management segment resulting from the conversion of an AXA Equitable subsidiary from a corporation to a limited liability company, ACMC. As a limited liability company, ACMC’s income is subject to state income taxes at the rate of its sole owner, AXA Equitable; that rate is substantially less than the rate previously applicable to ACMC as a corporation. ACMC’s principal asset is its holdings of AllianceBernstein Units. There will continue to be a reduction of related taxes in future periods, but to a far lesser degree. The tax benefit for 2009 was greater than the expected tax benefit primarily due to non-taxable investment income and the Separate Account dividends received deduction.

Earnings from continuing operations before income taxes in 2010 was $3.0 billion, an increase of $6.1 billion from the $3.1 billion in pre-tax loss in 2009. The increase principally resulted from the $6.3 billion increase in the Insurance segment, from a loss of $3.7 billion in 2009 to earnings of $2.6 billion in 2010. The Insurance segment’s pre-tax loss from continuing operations was primarily due to the improvement in net investment income (loss), including lower losses from derivative instruments and an increase rather than asignificant decrease in the fair value of the reinsurance contract asset partially offset by higher policyholders’ benefits and higher DAC amortization. Partially offsetting this increase was the $188 million decrease in earnings by the Investment Management segment, $400 million in 2010 as compared to $588 million in 2009, as higher investment advisory and services fees and distribution revenues were more than offset by lower investment results, higher distribution plan payments and higher compensation and benefits at AllianceBernstein in 2010 as compared to 2009. Additionally, in the latter half of 2010, a pre-tax real estate charge of $90 million was recorded as the result of a

7-18


comprehensive review of real estate requirements in New York in connection with AllianceBernstein’s 2008 workforce reductions.

Total revenues increased $8.2 billion to $11.4 billion in 2010 from $3.2 billion in 2009 due to revenue increases of $8.2 billion in the Insurance segment and $18 million for the Investment Management segment. The 2010 increase in the Insurance segment principally resulted from the $4.9 billion change in the fair value of the reinsurance contract asset (an increase of $2.3 billion in 2010 as compared to a $2.6 billion decrease in 2009) and lower net investment loss from derivative instruments of $2.8 billion ($284 million in 2010 as compared to $3.1 billion in 2009). The $135 million increase in investment advisory and services fees and the $32 million increase in distribution revenues were partially offset by $147 million decrease in investment income ($2 million in 2010 as compared to $149 million in 2009) and $30 million lower investment gains, resulting in the $18 million increase in the Investment Management segment’s revenues.

Total benefits and other deductions were $8.4 billion in 2010, a $2.1 billion increase as compared to $6.3 billion in 2009, with increases for the Insurance and Investment Management segments of $1.9 billion and $206 million, respectively. The Insurance segment increase to $5.9 billion was primarily due to higher reserves and benefits paid, higher DAC amortization and lower DAC capitalization. The increase to $2.6 billion by the Investment Management segment was principally attributed to increases in other operating expenses, distribution plan payments and compensation and benefits, as well as the above mentioned real estate charge in third quarter 2010, at AllianceBernstein.

7-19


RESULTS OF CONTINUING OPERATIONS BY SEGMENT

Insurance.

Insurance - Results of Operations

  2011  2010  2009 
  (In Millions) 

REVENUES

   

Universal life and investment-type product policy fee income

   $3,312     $3,067     $2,918  

Premiums

  533    530    431  

Net investment income (loss):

   

Investment income (loss) from derivative instruments

  2,370    (269)    (3,079)  

Other investment income

  2,156    2,212    1,932  
 

 

 

  

 

 

  

 

 

 

Total net investment income (loss)

  4,526    1,943    (1,147)  
 

 

 

  

 

 

  

 

 

 

Investment gains (losses), net:

   

Total other-than-temporary impairment losses

  (36)    (300)    (169)  

Portion of loss recognized in other comprehensive income

  4    18    6  
 

 

 

  

 

 

  

 

 

 

Net impairment losses recognized

  (32)    (282)    (163)  

Other investment gains (losses), net

  (10)    75    164  
 

 

 

  

 

 

  

 

 

 

Total investment gains (losses), net

  (42)    (207)    1  
 

 

 

  

 

 

  

 

 

 

Commissions, fees and other income

  870    828    700  

Increase (decrease) in the fair value of the reinsurance contract asset

  5,941    2,350    (2,566)  
 

 

 

  

 

 

  

 

 

 

Total revenues

  15,140    8,511    337  
 

 

 

  

 

 

  

 

 

 

BENEFITS AND OTHER DEDUCTIONS

   

Policyholders’ benefits

  4,360    3,082    1,298  

Interest credited to policyholders’ account balances

  999    950    1,004  

Compensation and benefits

  402    546    519  

Commissions

  1,195    1,044    1,033  

Amortization of deferred policy acquisition costs

  4,680    168    115  

Capitalization of deferred policy acquisition costs

      (1,030)    (916)    (975)  

Rent expense

  61    61    64  

Interest expense

  105    106    106  

All other operating costs and expenses

  873    857    838  
 

 

 

  

 

 

  

 

 

 

Total benefits and other deductions

  11,645    5,898    4,002  
 

 

 

  

 

 

  

 

 

 

Earnings (Loss) from Continuing Operations, Before Income Taxes

   $3,495     $    2,613     $    (3,665)  
 

 

 

  

 

 

  

 

 

 

Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010 – Insurance

Revenues

In 2011, the Insurance segment’s revenues increased $6.6 billion to $15.1 billion from $8.5 billion in 2010. The increase was principally due to an increase in the fair value of reinsurance contracts accounted for as derivatives of $5.9$4.3 billion as compared to $2.4 billionfrom the reported increase of $497 million in 2010, $2.42012, $2.8 billion investment incomeloss from derivatives as compared to a loss of $269$942 million in

7-20


2010, $245 2012 and $61 million lower other investment income partially offset by $212 million higher Universal life and investment-type product policy fee income.

Universal life and investment-type product policy fee income and $32increased $212 million of impairment lossesto $3.5 billion in 2011 as compared to $282 million in impairment losses in 2010.

Policy fee income totaled2013 from $3.3 billion in 2011, $245 million higher than the $3.1 billion in 2010. This increase was primarily2012, due to higher fees earned on higher average Separate Account balances due primarily to market appreciation and higher amortization of the initial fee liability. The amortization of the liability in 2013 was driven by updated projected mortality costs for variable and interest sensitive life products resulting in a $50 million increase in amortization. In addition, in 2013 the Company increased the future lapse assumption on older variable universal life contracts, resulting in $20 million of higher amortization of the initial fee liability.

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Premiums totaled $496 million in 2013, $18 million lower than the $514 million in 2012. This decrease primarily resulted from $30 million lower premiums for traditional life policies in the Closed Block, $6 million lower assumed premiums partially offset by $17 million higher term life insurance premiums.

Net investment income (loss) decreased $2.0 billion to a loss of $724 million in 2013 from $1.2 billion of income in 2012. The decrease resulted from the $1.9 billion increase in investment losses from derivative instruments ($2.8 billion in 2013 as compared to $942 million in 2012) and by the $61 million decrease in other investment income. The higher losses in 2013 were driven by higher losses from derivatives used to hedge the Company’s risks associated with the GMDB/GMIB/GWBL features of certain variable annuity contracts resulting from improved equity market performance and higher interest rates. Other investment income decreased primarily due to a $67 million decrease from fixed maturities resulting from the narrowing of credit spreads, a $13 million decrease related to equity real estate, a $10 million decrease related to trading securities and a $15 million decrease related to short-term investments and policy loans partially offset by a $38 million increase of equity income from limited partnerships and a $20 million increase from mortgage loans on real estate.

Investment losses, net totaled $91 million in 2013 an $11 million increase from the $80 million reported in 2012. The higher net losses in 2013 were primarily due to $19 million higher net losses from sales of fixed maturities, $17 million lower gains from sales of mortgage loans on real estate and the absence of a $12 million gain recorded from a charitable art donation in 2012 partially offset by $28 million lower write-downs on fixed maturities, substantially all of which related to CMBS securities and $16 million lower additions to the mortgage loans valuation allowances.

Commissions, fees and other income increased $80 million to $1.0 billion in 2013 as compared to $936 million for 2012. This increase was primarily due to a $50 million non-cash reduction of an intercompany liability with MONY Life, which was sold by AXA Financial on October 1, 2013 and an increase of $70 million gross investment management and distribution fees received from EQAT and VIP Trust due to a higher average asset base primarily due to market appreciation.

In 2013, there was a $4.3 billion decrease in the fair value of the GMIB reinsurance contract asset (including the reinsurance contract with AXA Arizona, an affiliate), which is accounted for as derivatives, as compared to a $497 million increase in their fair value in 2012. The 2013 change in the fair value was driven by rising interest rates and improvements in the equity markets, which decreased the fair value of the reinsurance contract asset by $2.9 billion and $1.8 billion, respectively. These decreases were partially offset by the impact of refining the projection of future GMIB costs which increased the fair value of the reinsurance contract asset by $376 million. The Company also updated its mortality assumption for variable annuities with enhanced benefits, including GMIB, resulting in an increase in the GMIB reinsurance contract asset of $143 million.

The increase in the fair value of the GMIB reinsurance contract asset in 2012 included the impact of updated assumptions of long-term lapse and partial withdrawal rates partially offset by the impacts of the updated assumptions of GMIB election rates which were lowered for certain ages and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election for a total increase of $574 million. Additionally, the impact of the decline in interest rates during 2012 increased the fair value of the GMIB reinsurance contract asset by $454 million. Offsetting these increases was a decrease of $531 million primarily related to lower volatility in equity markets in 2012.

Benefits and Other Deductions

In 2013, total benefits and other deductions decreased $757 million to $5.8 billion from $6.6 billion in 2012 principally due to the Insurance segment’s reported $1.3 billion decrease in policyholders’ benefits and by the $88 million decrease in commission expenses partially offset by the $342 million increase in other operating costs and expenses, the $207 million increase in interest credited to policyholders’ account balances and the $63 million decrease in DAC capitalization.

Policyholders’ benefits decreased $1.3 billion to $1.7 billion in 2013 from $3.0 billion in 2012. The decrease was primarily due to the $921 million decrease in the GMDB/GMIB reserves in 2013 compared to an increase of $433 million in 2012 and the $195 million decrease in the GWBL and GMAB reserves as compared to an increase of $39 million for 2012. Partially offsetting these decreases were $144 million higher death benefits for interest sensitive life products ($637 million in 2013 as compared to $493 million in 2012), a $56 million premium deficiency reserve recorded for the major medical business in 2013 and a $105 million increase in variable and interest sensitive life reserves ($143 million in 2013, including $30 million related to mortality table assumption updates for variable and interest sensitive life products, compared to $38 million for 2012).

The 2013 decrease in GMDB/GMIB reserves was primarily due to increases in the interest rate and equity markets which were partially offset by a $177 million increase in reserves related to refining the projection of future GMIB costs. The 2012 increase in the GMDB/GMIB reserves included a $239 million increase related to the impact of the updated assumptions of

7-19


long-term lapse and partial withdrawal rates based on emerging experience partially offset by the impacts of the expectation of GMIB election rates, which were lowered for certain ages based on emerging experience and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election.

In 2013, interest credited to policyholders’ account balances totaled $1.4 billion, an increase of $207 million from the $1.2 billion reported in 2012 primarily due to higher average policyholders’ account balances partially offset by lower crediting rates.

Total compensation and benefits increased $34 million to $515 million in 2013 from $481 million in 2012. The compensation and benefits increase was principally due to a $23 million increase in employee compensation primarily due to an increase in the accruals for incentive compensation and profit sharing and a $14 million increase in share-based compensation expense.

In 2013, commissions totaled $1.2 billion; a decrease of $88 million from $1.2 billion in 2012 principally due to decreased first year universal life product sales partially offset by higher variable annuity sales.

In 2013, interest expense totaled $87 million; a decrease of $19 million from $106 million in 2012. The decrease is primarily due to the second quarter 2013 repayment of a $500 million callable 7.1% surplus note to AXA Financial.

DAC amortization was $580 million in 2013, an increase of $4 million from $576 million of amortization in 2012. The increase in DAC amortization is primarily due to unfavorable changes in expected future margins on variable and interest-sensitive life products due to the updates in mortality assumptions (partially offset in the initial fee liability) of $240 million in 2013 compared to $118 million of favorable changes in expected future margins on variable and interest-sensitive life products (partially offset in the initial fee liability) in 2012. In 2012, the continuing low interest rate environment and updated expectations of policyholder behavior and model assumptions and refinements significantly increased projected GMDB and GMIB costs. This resulted in $246 million of additional amortization to reduce the DAC related to variable annuity products.

DAC capitalization totaled $655 million in 2013, a decrease of $63 million from the $718 million reported in 2012. The decrease was primarily due to a $80 million decrease in first year commissions, partially offset by a $17 million increase in deferrable operating expenses.

Other operating costs and expenses totaled $1.0 billion in 2013, an increase of $342 million from the $687 million reported in 2012. The increase of $342 million is primarily related to a $234 million increase in the amortization of reinsurance costs related to the deferred asset recorded from the Company’s reinsurance transaction with AXA Arizona, $45 million of accelerated amortization of capitalized software costs, a $13 million increase in litigation accruals, $13 million higher advertising expenses partially offset by a decrease of $10 million in consulting expenses. In addition in 2013, in furtherance of the Company’s on-going efforts to reduce costs, manage expenses and operate more efficiently, AXA Equitable has significantly reduced its occupancy in its 1290 Avenue of the Americas, New York, NY headquarters. In 2013, AXA Equitable recorded a non-cash pre-tax charge of $52 million related to the ongoing contractual operating lease obligations for this space and AXA Equitable’s estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to the vacated space.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011 – Insurance

Revenues

In 2012, the Insurance segment’s revenues decreased $8.7 billion to $6.4 billion from $15.1 billion in 2011. The decrease was principally due to the lower increase in the fair value of the reinsurance contract asset accounted for as derivatives of $497 million as compared to an increase of $5.9 billion in 2011, the $942 million net investment loss from derivative instruments in 2012 as compared to investment income of $2.4 billion in 2011 and by $38 million higher investment losses, net.

Policy fee income totaled $3.3 billion in 2012, $22 million higher than the $3.3 billion in 2011. The Insurance segment’s increase was primarily due to higher fees earned on higher General Account policyholder account balances while fees earned on Separate Account balances remained flat year over year. Partially offsetting the increase was a lower decrease in the initial fee liability (2011 included an increase in policy fee income resulting from the projection of lower future costs of insurance charges (moremore than offset in 2011 by DAC amortization).

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Premiums totaled $514 million in 2012, $19 million lower than the $533 million in 2011. The decrease was primarily due to $37 million lower premiums for traditional life policies in the Closed Block partially offset by higher term life insurance premiums.

Net investment income (loss) increased $2.6decreased $3.3 billion to $1.2 billion of income in 2012 from $4.5 billion of income in 2011 from $1.9 billion in 2010.2011. The increasedecrease resulted from the $2.6$3.3 billion increasedecrease in investment income from derivative instruments partially offset by the $56$28 million decreaseincrease in other investment income. The Insurance segment reported $2.4 billion$942 million of incomelosses from derivative instruments including those related to hedging programs implemented to mitigate certain risks associated with the GMDB/GMIB/GWBL features of certain variable annuity contracts as compared to a gain of $2.4 billion in 2011. The 2012 loss of $269 million in 2010from derivative instruments was primarily driven by improvements inthe impact of higher equity markets offsetand relatively flat interest rates. 2011 income from derivative instruments was primarily driven by the impact of lower interest rates.rates partially offset by the improvement of higher equity markets. Other investment income decreased $56increased $28 million to $2.2 billion in 20112012 primarily due to the decrease of $61 million ofincrease in investment income from mortgage loans on real estate, higher equity income from limited partnerships and higher investment income from trading account securities and short-term investments partially offset by lower investment income from fixed maturities due to lower yields from the portfolio.maturities.

Investment losses, net totaled $80 million in 2012, as compared to $42 million in 2011, as compared to losses of $207 million in 2010.2011. The Insurance segment’s net losses in 2011 was2012 were primarily due to thewritedowns on fixed maturities of $94 million as compared to $32 million of writedowns on fixed maturities in 2011, as compared to $282 million in 2010 (substantiallysubstantially all of which related to CMBS securities) partially offset by $3commercial mortgage-backed securities (“CMBS”) and $4 million of gains from the sale of General Account fixed maturities, down from $82 million in the year earlier period. In addition, there were $22 million in additions to valuation allowances onfor mortgage loans in 2011on real estate ($26 million 2012 as compared to $18$22 million in 2010.2011) partially offset by a $12 million gain recorded from a charitable art donation (offset by a $14 million charitable donation expense recorded in other operating costs and expenses) and $19 million from gains on sales and maturities of mortgage loans on real estate in 2012 as compared to $8 million in 2011.

Commissions, fees and other income increased $42$66 million to $936 million in 2012 as compared to $870 million in 20112011. The increase primarily resulted from $828$34 million in 2010. The Insurance segment’s increase was principally due to $44of income recorded as a result of the termination of a reinsurance treaty and $30 million higher gross investment management and distribution fees received from EQAT and VIP Trust due to a higher average asset base primarily due to market appreciation.

In 2011,2012, there was a $5.9 billion$497 million increase in the fair value of the GMIB reinsurance contract asset (including the reinsurance contract with AXA Bermuda, an affiliate)Arizona), which areis accounted for as derivatives, as compared to the $2.4$5.9 billion increase in theirthe fair value in 2010;2011, both periods’ changes reflected existing capital market conditions.

Benefits and Other Deductions

In 2011, total benefits and other deductions increased $5.7 billion to $11.6 billion from $5.9 billion in 2010 principally due to the Insurance segment’s reported increase of $4.5 billion in DAC amortization, the $1.3 billion The increase in policyholders’ benefits2012 included the impact of updated assumptions of long-term lapse and the $151 million higher commission expensespartial withdrawal rates partially offset by the $144 millionimpacts of the updated assumptions of GMIB election rates which were lowered for certain ages and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election for a total increase of $574 million. Additionally, the impact of the decline in compensation and benefits expense.

Policyholders’ benefitsinterest rates during 2012 increased $1.3 billionthe fair value of the GMIB reinsurance contract asset by $454 million. Offsetting these increases was a decrease of $531 million primarily related to $4.4 billionlower volatility in 2011 from $3.1 billionequity markets in 2010. The increase was primarily due to the $1.3 billion increase in the GMDB/GMIB reserves ($2.2 billion in 2011 as compared to $917 million in 2010), the $120 million increase in the GWBL reserve ($126 million increase in 2011 as compared to the $6 million increase in 2010 due to market changes) and a $70 million charge for unreported death claims partially offset by the $63 million decrease to $1.8 billion in benefits paid in 2011.2012. In 2011, expectations of long-term surrender rates for variable annuities with GMDB/GMDB and GMIB guarantees were lowered at certain policy durations based uponon emerging experience. This change resulted in a $794 million increase to the fair value of the GMIB reinsurance contract asset.

Benefits and Other Deductions

In 2010,2012, total benefits and other deductions decreased $4.3 billion to $6.6 billion from $10.9 billion in 2011 principally due to the Insurance segment’s reported $3.0 billion decrease in DAC amortization, $1.4 billion decrease in policyholders’ benefits and $139 million decrease in other operating costs and expenses partially offset by the $167 million increase in interest credited to policyholders’ account balances and the $53 million increase in commission expense.

Policyholders’ benefits decreased $1.4 billion to $3.0 billion in 2012 from $4.4 billion in 2011. The decrease was primarily due to the $1.6 billion lower increase in the GMDB/GMIB reserves (an increase of $433 million in 2012 as compared to $2.0 billion in 2011), the $87 million lower increase in the GWBL and GMAB reserves ($39 million increase in 2012 as compared to $126 million increase in 2011 due to market changes) and the $40 million decrease in policyholders’ dividends partially offset by a $226 million premium deficiency reserve recorded for Non-Par Wind-ups representing the estimated future loss of investment income resulting from the sale of the Company’s 50% interest in a real estate joint venture to an AXA Financial subsidiary. The 2012 increase in the GMDB/GMIB reserves included a $239 million increase related to the impact of the updated assumptions of long-term lapse and partial withdrawal rates based on emerging experience partially offset by the impacts of the expectation of GMIB election rates, which were lowered for certain ages based on emerging experience and the updated projection of future interest rates used to value GMIB claims at the time of GMIB election. In 2011, updated assumptions related to long-term surrenderlapse rates were lowered at certain policy durations based upon emerging experience and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rateswhich resulted in an increase in the GMDB/GMIB reserves. In 2011 and 2010, these changes resulted in an increase to the GMDB and GMIB reserves of $297 million and $1.0 billion, respectively.million.

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In 2011,2012, interest credited to policyholders’ account balances totaled $999 million,$1.2 billion, an increase of $49$167 million from the $950$999 million reported in 20102011 primarily due to higher average general account policyholders’ account balances partially offset by lower crediting rates.

Total compensation and benefits decreased $144increased $22 million to $402$481 million in 20112012 from $546$459 million in 2010.2011. The compensation and benefits decreaseincrease for the Insurance segment was principally due to an $87a $31 million increase in share-based compensation expense and a $27 million increase in expenses related to COLI partially offset by a $36 million decrease in salary

7-21


expense (including $17 million related to agent compensationsalaries and $12 million lower incentive compensation), a $30 million decrease in employee benefit costs (including $38 million related to the elimination of certain retiree medical and retiree life benefits) and a $28 million decrease in share-basedpostretirement and other compensation programs.benefit expenses, both of which resulted from Management’s 2011 and continuing into 2012 expense reduction initiatives.

In 2011,2012, commissions totaled $1.2$1.3 billion; an increase of $151$53 million from $1.0$1.2 billion in 20102011 principally due to higher asset based compensation reflecting higher asset values and increased variable annuity andproduct sales partially offset by lower universal life product sales.

DAC amortization was $4.7 billion$576 million in 2011, an increase2012, a decrease of $4.5$3.0 billion from $168 million$3.6 billion of amortization in 2010.2011. In 2011, equity market declines and particularly interest rate reductions significantly increased projected GMDB and GMIB costs, which under the U.S. GAAP GMDB and GMIB reserving methodology isare only partially reflected in the current reserve balance. The resulting reduction in projected estimated gross profits resulted in $4.0$3.2 billion of additional amortization to reduce the DAC related to variable annuity products as the DAC would have been in excess of the present value of estimated future profits in 2011, which led to lower baseline amortization in 2012 as compared to 2011. In addition, in 2012, the continuing low interest rate environment and updated expectations of policyholder behavior and model assumptions and refinements significantly increased projected GMDB and GMIB costs. The resulting reduction in projected estimated gross profits resulted in $246 million of additional amortization to reduce the DAC related to variable annuity products, as the DAC would have been in excess of the present value of estimated future profits. In addition, in 2011, and 2010, respectively, updated lapse assumptions related to the Accumulator® product decreasedincreased DAC amortization by $371 million and $195$176 million.

In 2011,2012, DAC amortization on variable and interest-sensitive life products was reduced by $118 million due to a favorable change in expected future margins (partially offset in the initial fee liability), whereas in 2011, DAC amortization on variable and interest sensitive life products was reduced by $54 million due to a favorable change in expected mortality margins and higher future margins in later policy years, partially offset by lower projected cost of insurance charges in variable and interest sensitive life products (partially offset in the initial fee liability). In addition, updated assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, for products other than Accumulator®, as well as future general account earned rate assumptions, decreased amortization by $136 million in 2011 and increased amortization by $26 million in 2010.

In accordance with the guidance for the accounting and reporting by insurance enterprises for certain long-duration contracts and participating contracts and for realized gains and losses from the sale of investments, current and expected future profit margins for products covered by this guidance are examined regularly in determining the amortization of DAC. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits at December 31, 2008 for certain issue years for the Accumulator® products were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products would be recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated assessments for the Accumulator® products, subject to loss recognition testing. In second quarter 2011, the DAC amortization method was changed to one based on estimated account balances for all issue years for the Accumulator® products due to continued volatility of margins and the continued emergence of periods of negative margins.

DAC capitalization totaled $1.0 billion$718 million in 2011, an increase2012, a decrease of $114$41 million from the $916$759 million reported in 2010.2011. The increasedecrease was primarily due to a $139 million increase in first year commissions, partially offset by a $25$26 million decrease in deferrable operating expenses.expenses and by a $15 million decrease in first year commissions, including a $24 million reduction related to the recalculation of the deferability of marketing allowances.

Rent expense totaled $40 million in 2012, a decrease of $11 million from the $51 million reported in 2011. The decrease reflects the impact of the relocation and consolidation of office space as part of the Insurance segment’s 2011 expense reduction initiatives. In 2012, as a result of management’s comprehensive study of the Company’s real estate footprint and related lease obligations, an announcement was made in fourth quarter 2012 of the Company’s intention to significantly reduce its remaining occupancy in its New York headquarters by the close of 2013 and relocate employees to more cost-efficient space. These actions are expected to begin in first quarter 2013 and result in projected non-cash pre-tax charges in full-year 2013 of $110 million to $135 million, primarily representing the present value of the expected loss on the continuing contractual operating lease.

Other operating costs and expenses totaled $1.4 billion in 2011 and 2010. Increases of $55 million related to severance and lease costs, increases of $13$687 million in consulting expenses and an increase2012, a decrease of $9$139 million from the $826 million reported in sub-advisory fees were offset by2011. The decrease in the Insurance segment of $139 million is primarily due to a $63$164 million decrease in the amortization of reinsurance costs related to the deferred asset recorded from the Company’s reinsurance transaction with AXA Bermuda.

Year Ended December 31, 2010 ComparedArizona and a $25 million decrease in severance costs partially offset by an increase in litigation related costs of $21 million, a $14 million expense related to the Year Ended December 31, 2009 - Insurance

Revenues.    In 2010, Insurance segment revenues increased $8.1 billion to $8.5 billion as compared to $337 million in 2009. There was an increase of $4.9 billion in the fair valuedonation of the reinsurance contracts ($2.4 billion increase in 2010 as comparedBenton Mural to the $2.5 billion decrease in 2009). Net investment loss from derivatives decreased $2.8 billion from $3.0 billion in 2009 to $269 million in 2010. Other investment income increased $280 million in 2010 to $2.2 billion from the $1.9 billion reported in 2009.

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Policy fee income increased $149 million to $3.1 billion in 2010 as compared to $2.9 billion in 2009. This increase resulted from higher fees earned on higher average Separate Account balances due to market appreciation during 2010.

Premiums increased $99 million, $530 million in 2010 as compared to $431 million in 2009, primarily due toMetropolitan Museum of Art and a $63$4 million increase in term life insurance premiumstelephone and an $18 million decrease in premiums ceded to AXA Bermuda.postage expenses.

Net investment income totaled $1.9 billion in 2010, an increase of $3.1 billion from the $1.2 billion of net investment loss in 2009. This increase was primarily related to the $2.8 billion lower investment loss from derivative instruments including those related to hedging programs implemented to mitigate certain risks associated with the GMDB/GMIB features of certain variable annuity contracts ($269 million in 2010 as compared to $3.1 billion in 2009) and driven by improvements in equity markets offset by the impact of lower interest rates. In addition, increases in other investment income included $231 million, $34 million and $14 million, respectively, related to equity income from limited partnerships, fixed maturities and equity real estate.

In 2010, investment losses totaled $207 million as compared to $1 million of investment gains in 2009. The $208 million decrease in the Insurance segment primarily resulted from $119 million higher writedowns on General Account fixed maturities ($282 million in 2010 as compared to $163 million in 2009) and $81 million lower of gains on sales of fixed maturity securities ($82 million in 2010 as compared to $164 million in 2009). The 2010 fixed maturity writedowns included $276 million related to CMBS securities. The 2009 writedowns on fixed maturities included $51 million, $45 million and $24 million of losses related to CIT Groups, Inc., Northern Rock and CMBS securities, respectively.

There was a $128 million increase in commissions, fees and other income from $700 million in 2009 to $828 million in 2010. The change primarily resulted from a $115 million increase in gross investment management and distribution fees from EQAT and VIP Trust due to a higher asset base.

In 2010, there was a $2.4 billion increase in the fair value of the GMIB reinsurance contract asset as compared to a $2.6 billion decrease in their fair value in 2009. The 2010 increase primarily resulted from updated assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals and dynamic policyholder surrender behavior as well as a decrease in interest rates. The 2009 decrease was primarily driven by the increase in interest rates.

Benefits and Other Deductions

Total benefits and other deductions increased $1.9 billion in 2010 to $5.9 billion from the $4.0 billion in 2009. The increase was principally the result of a $1.8 billion increase in policyholders’ benefits, $59 million lower DAC capitalization and $53 million higher DAC amortization.

Policyholders’ benefits totaled $3.1 billion, an increase of $1.8 billion from $1.3 billion in 2009. The increase was principally due to the $1.2 billion increase in GMDB/GMIB reserves (an increase of $917 million in 2010 as compared to a decrease of $315 million in 2009) primarily as a result of updated assumptions related to long-term surrender rates, based upon emerging experience, and refined assumptions for partial withdrawals, dynamic policyholder surrender behavior and discount rates. In addition, there was a $224 million increase related to the GWBL reserve (a $6 million increase in 2010 compared to a decrease of $218 million in 2009), and the $372 million increase in benefits paid and other changes in reserves.

Interest credited to policyholders’ account balances decreased $54 million in 2010 to $950 million primarily due to lower average policyholders’ account balances and lower crediting rates.

Compensation and benefits increased $27 million to $546 in 2010 from $519 million in 2009. This increase was primarily due to a $38 million increase in benefit costs and a $23 million increase in share-based and other compensation programs partially offset by lower salary expenses in 2010.

DAC amortization totaled $168 million in 2010, $53 million higher than $115 million in 2009. In 2010, the DAC amortization reaction to lower hedging losses due to decreasing interest rates was partially offset by the impact of positive

7-23


equity market performance. In 2009, the level of DAC amortization for the Accumulator® products was negative due to reactivity to negative gross profits in 2009 and lower projected future costs of hedging the GMIB feature of the Accumulator® products as higher interest rates reduced the projected hedge levels, though partially offset by updated surrender assumptions for variable life products to reflect emerging deterioration in persistency. In both years, the derivative losses were not fully offset by changes in GMDB and GMIB reserves. For non-Accumulator® products, in both years DAC amortization was positive.

DAC capitalization totaled $916 million, a decrease of $59 million from $975 million in 2009 primarily due to $51 million lower first year commissions and an $8 million decrease in deferrable operating expenses due to lower sales of variable annuity products.

All other operating costs and expenses totaled $857 million in 2010, an increase of $19 million from the $838 million reported in 2009. The 2010 increase was primarily due to a $44 million decrease in the amortization of the reinsurance cost during 2010 ($274 million as compared to $318 million in 2009 related to the reinsurance transaction with AXA Bermuda) partially offset by increased lease and software expenses of $23 million and $10 million, respectively.

Premiums and Deposits.

The market for annuity and life insurance products of the types issued by the Company continues to be dynamic as the global economy and capital markets slowly recover from the significant stress experienced in recent years.dynamic. Among other things:

things, features and pricing of various products, including but not limited to variable annuity products, continue to change rapidly, in response to changing customer preferences, company risk appetites, capital utilization and other factors, andfactors.

the Company, has eliminated and/or limited sales of certain annuity and life insurance products or features, including guarantee features and/or Separate Account investment options. Additionally in 2012, as part of the Company’s continuing efforts to manage the risk associated with the in-force variable annuity business with guarantee features, the Company suspended the acceptance of future contributions into certain Accumulator® contracts issued prior to June 2009.

 

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The following table lists sales for major insurance product lines for 2013, 2012 and mutual funds for 2011, 2010 and 2009.2011. Premiums and deposits are presented net of internal conversions and are presented gross of reinsurance ceded.

Premiums and Deposits

 

 2013 2012 2011 
  2011   2010   2009  (In Millions) 
  (In Millions) 

Retail:

         

Annuities

         

First year

    $3,356      $3,064      $3,138     $3,539     $3,583     $3,356  

Renewal

   2,173     2,233     2,092    2,087    2,202    2,173  
  

 

   

 

   

 

  

 

  

 

  

 

 
   5,529     5,297     5,230    5,626    5,785    5,529  

Life(1)

         

First year

   256     255     247    170    231    256  

Renewal

   1,782     1,965     1,802    1,743    1,770    1,782  
  

 

   

 

   

 

  

 

  

 

  

 

 
   2,038     2,220     2,049    1,913    2,001    2,038  

Other(2)

         

First year

   11     10     11    11    11    11  

Renewal

   228     236     234    220    235    228  
 

 

  

 

  

 

 
  

 

   

 

   

 

   231    246    239  
   239     246     245  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total retail

   7,806     7,763     7,524    7,770    8,032    7,806  
  

 

   

 

   

 

  

 

  

 

  

 

 

Wholesale:

         

Annuities

         

First year

   1,460     1,408     2,581    4,167    2,840    1,460  

Renewal

   384     449     309    163    384    384  
  

 

   

 

   

 

  

 

  

 

  

 

 
   1,844     1,857     2,890    4,330    3,224    1,844  

Life(1)

         

First year

   224     153     149    63    200    224  

Renewal

   496     408     341    607    553    496  
  

 

   

 

   

 

  

 

  

 

  

 

 
   720     561     490    670    753    720  
  

 

   

 

   

 

 

Total wholesale

   2,564     2,418     3,380    5,000    3,977    2,564  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total Premiums and Deposits

    $    10,370      $    10,181      $    10,904     $        12,770     $        12,009     $        10,370  
  

 

   

 

   

 

  

 

  

 

  

 

 

 

(1) 

Includes variable, interest-sensitive and traditional life products.

(2) 

Includes reinsurance assumed and health insurance.

20112013 Compared to 2010.2012.    Total premiums and deposits for insurance and annuity products for 20112013 were $10.4$12.8 billion, a $189$761 million increase from $10.2$12.0 billion in 20102012 while total first year premiums and deposits increased $417$1.0 billion to $7.9 billion in 2013 from $6.9 billion in 2012. The annuity line’s first year premiums and deposits increased $1.3 billion to $7.7 billion principally due to the $1.3 billion increase in variable annuity sales in the wholesale channel as a result of higher sales of SCS and Retirement Cornerstone® products partially offset by a $34 million decrease in the retail channel. First year premiums and deposits for the life insurance products decreased $233 million, primarily due to the $117 million and $69 million decreases in sales of interest sensitive insurance products in the wholesale and retail channels, respectively. The decrease in sales of life insurance products primarily reflects the impact that most sales of Indexed life insurance products were issued through MLOA, instead of AXA Equitable and lower sales of other interest sensitive and term life products in the wholesale channel.

Renewal premium and deposits for annuity products in 2013 were $2.3 billion, a $336 million decrease from $2.6 billion in 2012. The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. For example, in 2012, the Company suspended the acceptance of contributions into certain Accumulator® contracts issued prior to June 2009. The Company also took steps to limit and/or suspend the acceptance of contributions to other annuity products. In 2012, the Company lowered its renewal premium assumptions on certain series of UL products sold in 2011 based on emerging experience which will result in lower future policy fee income.

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2012 Compared to 2011.    Total premiums and deposits for insurance and annuity products for 2012 were $12.0 billion, a $1.6 billion increase from $10.4 billion in 2011 while total first year premiums and deposits increased $1.6 billion to $6.9 billion in 2012 from $5.3 billion in 2011 from $4.9 billion in 2010 partially due to sales of recently introduced insurancevariable annuity products. The annuity line’s first year premiums and deposits increased $344 million$1.6 billion to $5.3$6.4 billion principally due to the $398 million$1.6 billion increase in variable annuities’ sales ($3071.4 billion in the wholesale and $245 million in the retail and $91 million in the wholesale channel) partially offset by lower sales of fixed annuity premiums of $54$19 million. First year premiums and deposits for the life insurance products increased $72decreased $49 million, primarily due to the $81$34 million and $7$17 million respective increasedecrease in sales of universal lifeUL insurance products in the retail and wholesale channels and retail channels partially offset by the $14 million anda $5 million respective decreasesdecrease in first year term life insurance sales in the wholesale and retail channels. In 2012, the Company lowered its renewal premium assumptions on certain series of UL products sold in 2011 based on emerging experience which will result in lower future policy fee income.

2010 Compared to 2009.    Total premiums and deposits for life insurance and annuity products in 2010 were $10.2 billion, a decrease of $722 million from prior year’s level of $10.9 billion, as total first year premiums and deposits decreased

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$1.2 billion to $4.9 billion from $6.1 billion. First year premiums and deposits for annuity products decreased by $1.2 billion to $4.5 billion in 2010 from $5.7 billion in 2009 with lower first year sales of $1.2 billion and $84 million in the wholesale and retail channels, respectively. First year premiums and deposits for the life products increased $13 million to $409 million from $396 million primarily due to $44 million and $5 million higher sales of interest sensitive and traditional life products were offset by $37 million lower sales of the variable life insurance product line.

Surrenders and Withdrawals.Withdrawals.

The following table presents surrender and withdrawal amounts and rates for major insurance product lines. Annuity surrenders and withdrawals are presented net of internal replacements.

Surrenders and Withdrawals

 

       Rates(1) 
       2013             2012             2011             2013             2012             2011       
       Rates(1) 
 2011 2010 2009     2011         2010         2009      (Dollars in Millions)       
 (Dollars in Millions)       

Annuities

 $6,083   $5,645   $5,029    6.4  6.4  6.5   $8,923     $6,103     $6,083    8.1  %    6.3  %    6.4  %  

Variable and interest-sensitive life

  943    885    805    5.0  4.9  4.7  814    965    943    4.1  %    5.1  %    5.0  %  

Traditional life

  249    261    289    3.1  3.2  3.5  215    238    249    2.8  %    3.0  %    3.1  %  
 

 

  

 

  

 

     

 

  

 

  

 

    

Total

 $        7,275   $        6,791   $        6,123        $      9,952     $      7,306     $      7,275     
 

 

  

 

  

 

     

 

  

 

  

 

    

 

(1) 

Surrender rates are based on the average surrenderable future policy benefits and/or policyholders’ account balances for the related policies and contracts in force during each year.

20112013 Compared to 2010.2012.    Surrenders and withdrawals increased $484 million,$2.6 billion, from $6.8$7.3 billion in 20102012 to $9.9 billion in 2013. There was an increase of $2.8 billion in individual annuities surrenders and withdrawals with decreases of $151 million and $23 million, respectively, in variable and interest sensitive and traditional life products. The annualized annuities surrender rate increased to 8.1% in 2013 from 6.3% in 2012. The increase in annuities surrenders includes $2.2 billion of surrenders related to the 2013 buyback program the Company initiated in third quarter 2013 to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator® contracts. As a result of this program, the Company expects a change in the short term behavior of policyholders, as those who did not accept the offer may be less likely to lapse their contract over the short term. The individual life insurance products’ annualized surrender rate decreased to 3.7% in 2013 from 4.5% in 2012.

2012 Compared to 2011.    Surrenders and withdrawals remained relatively flat year over year with an increase of $31 million during 2012, surrenders and withdrawals totaled $7.3 billion forin both 2012 and 2011. There were increases of $438$22 million and $58$20 million, respectively, in individual annuities and variable and interest sensitive life productproducts and individual annuities surrenders and withdrawals with a decrease of $12$11 million reported for traditional life insurance lines.products. The annualized annuities surrender rate wasdecreased to 6.3% in 2012 from 6.4% in 2011. In 2012, expectations of partial withdrawal and long term lapse rates for both 2011variable annuities with GMDB and 2010.GMIB guarantees were updated based upon emerging experience. In 2011 and 2010, expectations of long-term surrender rates for variable annuities with GMDB and GMIB guarantees were lowered at certain policy durations based upon emerging experience. If current lower surrender rates further decline and/or partial withdrawal rates and amounts continue to negatively differ from our current assumptions, the expected claims costs from minimum guarantees will increase, possibly materially, which would be partially offset by increased product policy fee income. The individual life insurance products’ annualized surrender rate remained relatively consistent for both 2011 and 2010.

2010 Comparedincreased to 2009.    Surrenders and withdrawals increased $669 million,4.5% in 2012 from $6.1 billion4.4% in 2009 to $6.8 billion for 2010. There was a $616 million increase in individual annuities surrenders and withdrawals. Overall, the annualized annuities2011. The 2012 surrender rate decreased to 6.4% in 2010 from 6.5% in 2009. In 2010, variable and interest-sensitiveincluded the impact of the surrender of a single large corporate-owned life insurance surrenders and withdrawals increased by $80 million to $885 million from $805 million while traditional life surrenders and withdrawals were $261 million, $28 million lower than the $289 million in 2009. The individual life products’ annualized surrender rates remained relatively consistent for both 2010 and 2009.(“COLI”) policy.

 

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Investment Management.

The table that follows presents the operating results of the Investment Management segment, consisting principally of AllianceBernstein’s operations, for 2011, 20102013, 2012 and 2009.2011.

Investment Management - Results of Operations

 

 2013 2012 2011 
  2011   2010   2009  (In Millions) 
  (In Millions) 

Revenues:

         

Investment advisory and service fees(1)

    $1,916      $2,052      $1,920     $        1,849     $        1,764     $        1,907  

Distribution revenues

   352     339     277    465    410    361  

Bernstein research services

   437     431     435    445    414    437  

Other revenues

   108     112     107    106    102    108  
  

 

   

 

   

 

  

 

  

 

  

 

 

Commissions, fees and other income

   2,813     2,934     2,739    2,865    2,690    2,813  

Investment income (losses)

   (55)     6     153    61    68    (55)  

Less: interest expense to finance trading activities

   (3)     (4)     (4)    (3)    (3)    (3)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Net investment income (losses)

   (58)     2     149    58    65    (58)  
      

Investment gains (losses), net

   (5)     23     53    (8)    (17)    (5)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total revenues

   2,750     2,959     2,941    2,915    2,738    2,750  
  

 

   

 

   

 

  

 

  

 

  

 

 

Expenses:

         

Compensation and benefits

   1,805     1,407     1,340    1,229    1,193    1,805  

Distribution related payments

   303     287     234    423    367    303  

Amortization of deferred sales commissions

   38     47     55    41    40    38  

Interest expense

   1     -     1           

Real estate charges

  28    223     

Rent expense

   189     183     194    131    161    189  

Amortization of other intangible assets, net

   24     23     24    24    24    24  

Other operating costs and expenses

   554     612     505    474    538    547  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total expenses

   2,914         2,559         2,353    2,351    2,548    2,914  
  

 

   

 

   

 

  

 

  

 

  

 

 

Earnings (losses) from Continuing Operations before Income Taxes

    $    (164)      $400      $588     $564     $190     $(164)  
  

 

   

 

   

 

  

 

  

 

  

 

 

 

(1)

Included fees earned by AllianceBernstein totaling $39 million, $32 million $30 million and $28$32 million in 2011, 20102013, 2012 and 2009,2011, respectively, for services provided to the Company.

Year Ended December 31, 20112013 Compared to the Year Ended December 31, 20102012 – Investment Management

Revenues

The Investment Management segment’s pre-tax lossearnings from continuing operations for 20112013 were $164$564 million, a decreasean increase of $564$374 million from pre-tax earnings of $400$190 million in 2010.2012.

Revenues totaled $2.9 billion in 2013, an increase of $177 million from $2.7 billion in 2012, primarily due to increases in investment advisory and services fees, distribution revenues and Bernstein research services fees of $85 million, $55 million and $31 million, respectively.

Investment advisory and services fees include base fees and performance-based fees. In 2013, investment advisory and services fees totaled $1.8 billion, an increase of $85 million as compared to 2012. The $98 million increase in base investment advisory and services fees was primarily due to the increase in average assets under management partially offset by a $13 million decrease in performance base fees. The decrease in performance-based fees is primarily attributable to the absence of AllianceBernstein’s $40 million performance fee recorded in 2012 from the Private-Public Investment Fund ($18 million of which was payable to third party sub-advisors). Retail base and performance fees increased $127 million. The

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increase in Retail base fees reflects higher non-U.S. fixed income mutual funds which generally have higher fees as compared to U.S. Retail products and services. Institutional investment and advisory base and performance fees decreased $47 million and Private client fees decreased $4 million.

Distribution revenues increased $55 million in 2013 as compared to prior year as the average AUM of certain of AllianceBernstein company-sponsored mutual funds increased. AllianceBernstein receives distribution service fees from these funds as partial reimbursement of the distribution expenses incurred.

Bernstein research revenues increased $31 million in 2013 as compared to prior year primarily due to growth in Europe and Asia.

Net investment income (loss) consisted principally of realized and unrealized gains (losses) on trading investments, income (losses) from derivative instruments and dividend and interest income, offset by interest expense related to interest accrued on cash balances on customers’ brokerage accounts. The $7 million decrease in net investment income to $58 million in 2013 as compared to $65 million in 2012 was primarily due to $27 million lower investment income on seed money investments and unrealized gains on equity trading securities ($21 million of income in 2013 as compared to $48 million in 2012) partially offset by lower investment losses of $17 million from derivative instruments ($19 million of losses in 2013 as compared to $36 million of losses in 2012) and $4 million higher investment income from mark-to-market income on investments held by AllianceBernstein’s consolidated private equity fund ($22 million of investment income in 2013 as compared to $18 million of investment income in 2012).

Investment gains (losses) were an $8 million loss in 2013 as compared to a $17 million loss in 2012. The reduction of $9 million in investment losses was related to losses on investments held by AllianceBernstein’s consolidated private equity fund.

Expenses

The Investment Management segment’s total expenses were $2.4 billion in 2013, a decrease of $197 million from the $2.5 billion in 2012 as lower real estate charges, lower other operating costs and expenses and lower rent expense were partially offset by higher distribution related payments and higher compensation and benefit expenses.

For 2013, employee compensation and benefits expenses for the segment were $1.2 billion, an increase of $36 million from 2012. The $36 million increase was primarily attributable to $57 million higher short-term and deferred incentive compensation partially offset by a $17 million decrease in base compensation due to lower headcount.

The distribution related payments increased $56 million to $423 million in 2013 from $367 million in 2012 primarily as a result of higher average Retail Services assets under management.

Rent expense decreased $30 million to $131 million in 2013 as compared to $161 million in 2012. The decrease reflects the impact of AllianceBernstein’s relocation and consolidation of office space.

Real estate charges decreased $195 million to $28 million in 2013 as compared to $223 million in 2012. In 2013, AllianceBernstein recorded $17 million related to additional sublease losses resulting from the extension of sublease marketing periods. AllianceBernstein will compare current sublease market conditions to those assumed in their initial write-offs and record any adjustments if necessary. In 2012, AllianceBernstein recorded a $223 million real estate charge related to its comprehensive review of AllianceBernstein’s worldwide office locations and its space consolidation plan.

The $64 million decrease in other operating costs and expenses to $474 million for 2013 as compared to $538 million in 2012 was primarily due to $23 million lower portfolio service expenses, $13 million lower professional fees and a decrease of $7 million in technology expenses.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011 – Investment Management

Revenues

The Investment Management segment’s pre-tax earnings from continuing operations for 2012 were $190 million, an increase of $354 million from pre-tax losses of $164 million in 2011.

Revenues totaled $2.7 billion in 2012, a decrease of $12 million from $2.8 billion in 2011, a decrease of $209 million from $3.0 billion in 2010, primarily due to lower investment advisory and service fees and higher net investment losseslower Bernstein research services revenues partially offset by higher Bernstein researchnet investment income and distribution revenues.

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Investment advisory and services fees include base fees and performanceperformance-based fees. In 2011,2012, investment advisory and services fees totaled $1.9$1.8 billion, a decrease of $136$143 million from the $2.1$1.9 billion in 2010.2011. The $136$194 million decrease in base investment advisory and services fees was primarily due to the decrease in average assets under management. Institutional investment

7-27


management and advisory base and performance fees decreased $148 million due to a decrease in average assets under management as well as acontinued shift in product mix from equities to fixed income products. The decreaseand other products in the Institutions channel wereInstitutional AUM partially offset by the $12a $50 million increase in performance-based fees. In 2012, AllianceBernstein recorded a $40 million performance fee from winding up the RetailPublic-Private Investment Program fund. Institutional investment and advisory base and performance fees decreased $131 million and Private Clientclient fees decreased $66 million. Retail base fees.and performance fees increased $53 million.

The distributionDistribution revenues for 2011 increased $13$49 million in 2012 as compared to the prior year due to higher Retailas the average AUM of certain of AllianceBernstein company-sponsored mutual fund AUM.funds increased. AllianceBernstein receives distribution service fees from these funds as partial reimbursement of the distribution expenses incurred.

Bernstein research revenues increased $6decreased $23 million in 20112012 as compared to prior year primarily due to highera significant decline in market trading commissions in Europe and Asiavolumes partially offset by lower trading volumes in the United States.market share gains.

Net investment income (loss) consisted principally of dividend and interest income, income (losses) from derivative instruments and realized and unrealized gains (losses) on trading investments (primarily to support employee long-term deferred compensation plans), income (losses) from derivative instruments and other investments,dividend and interest income, offset by interest expense related to interest accrued on cash balances on customers’ brokerage accounts. The $60$123 million increase in net investment income to $65 million of income in 2012 as compared to a loss toof $58 million in 2011 as compared to $2 million of net investment income in 2010 was primarily due to $20$57 million higher unrealized gains on consolidated private equity fund investments, $37 million of investment income loss from realized and unrealized gains on deferred compensation related investments ($17 million of gains in 20112012 as compared to $27$20 million of losses in 2011), $28 million higher investment income on seed money investments and $6 million higher investment income on brokerage related investments partially offset by investment losses on derivative instruments ($36 million of losses in 2012 as compared to $4 million of income in 2011).

Investment gains (losses) were a $17 million loss in 2012 as compared to $5 million loss in 2011. The increase of $12 million of investment income in the comparable prior period, $22 million higher investment loss from mark-to-marketgains (losses) was related to losses on investments held by AllianceBernstein’s consolidated private equity fund ($40 million in 2011 as compared to $18 million in 2010) and $9 million higher investment losses on seed money investments ($20 million of losses in 2011 as compared to $11 million of losses in 2010). Partially offsetting these losses were an increase of $19 million of investment income from derivative instruments ($4 million of income in 2011 as compared to $15 million of losses in 2010).fund.

The $28 million decline from $23 million in investment gains, net in 2010 to $5 million in investment losses in 2011 resulted from losses in 2011 from sales of investments.

Expenses

The Investment Management segment’s total expenses were $2.5 billion in 2012, an decrease of $366 million from the $2.9 billion in 2011 an increase of $355 million from the $2.6 billion in 2011 as higherlower compensation and benefits and distribution related payments were partially offset by a decrease in other operating costshigher real estate charges and expenses.higher distribution related payments.

For 2011,2012, employee compensation and benefits expenses for the segment were $1.8$1.2 billion as compared to $1.4$1.8 billion in 2010. In fourth quarter 2011, AllianceBernstein implemented changes2011. The $612 million decrease was primarily attributable to its employee long-term incentive compensation award program. As a resultthe absence of this change, the Investment Management segment recorded a one-time charge of $472 million related to AllianceBernstein’s 2011 one-time deferred compensation charge related to the immediate expense recognition of all unamortized deferred compensation awards from prior years. Excluding this charge compensation and benefits decreased $74years, a $90 million which was primarily attributable to a decrease in compensation expenses of $178 million reflecting lower cash incentive compensation partially offset by increasescommission expense and decreases in base compensation, fringe benefitssalary and other employment costs of $29$50 million including short-term and long-term incentive compensation expense due to higher salaries resulting from annual merit increaseslower headcount and offset by lower recruitment and severance costs and higher commission expenses. Commission expense for 2011 increased by $75 million dueadjusted revenues used to higher sales volumes across all channels primarily due to higher retail sales volume.calculate incentive compensation.

The distribution related payments increased $16$64 million to $367 million in 2012 from $303 million in 2011 from $287 million in the prior year primarily as a result of higher average Retail Services assets under management; the payment increasemanagement.

Real estate charges increased $216 million ($223 million in 2012 as compared to $7 million in 2011). In 2012, AllianceBernstein completed a comprehensive review of its worldwide locations and began to implement a global space consolidation plan. This plan to vacate and market space for sublease will result in projected non-cash real estate charges of $225 million to $250 million, substantially all of which was generallyrecorded in line with the increase in distribution revenues.third and fourth quarters of 2012.

The $58$9 million decrease in other operating costs and expenses to $554$538 million for 20112012 as compared to $612$547 million in 20102011 was primarily due to the $95lower technology expenses of $14 million, lower real estate chargestravel and entertainment of $11 million, lower trade execution and transfer fees of $10 million and a cash receipt of $7 million in the first quarter of 2012 relating to the finalization of a claim originally recorded in 2006 partially offset by $10 million higher portfolio services $8expenses of $19 million and higher travel and entertainmentlegal expenses $8 million higher trade and execution fees and $6 million higher transfer fees.of $16 million.

 

7-287-27


Year Ended December 31, 2010 as Compared to Year Ended December 31, 2009 – Investment Management

Revenues.

The Investment Management segment’s pre-tax earnings from continuing operations for 2010 were $400 million, a decrease of $188 million from $588 million in the prior year.

Revenues totaled $3.0 billion in 2010, an increase of $18 million from $2.9 billion in 2009, primarily due to a $132 million increase in investment advisory and services fees and $62 million higher distribution revenues partially offset by $177 million lower investment results.

Investment advisory and services fees include base fees and performance fees. In 2010, investment advisory and services fees totaled $2.1 billion, an increase of $132 million from the $1.9 billion in 2009. The $141 million increase in base investment advisory and services fees was partially offset by the $9 million decrease in performance fees from $30 million in 2009 to $21 million in 2010. The $117 million and $71 million respective increases in the Retail and Private Client base fees were offset by the $47 million decline in the Institutions channel.

The distribution revenues for 2010 increased $62 million as compared to the prior year due to higher Retail average mutual fund AUM.

The $147 million decrease to net investment income of $2 million in 2010 from the $149 million in net investment income in 2009 was primarily due to the decline in realized and unrealized gains on trading account securities related to deferred compensation plan obligations, from $121 million in 2009 to $27 million in 2010. In addition, there was a $29 million equity loss from joint ventures in 2010 as compared to $6 million in income in 2009 and a $15 million increase in loss from various derivative instruments used to economically hedge AllianceBernstein’s seed money investments, certain cash accruals and foreign investment advisory fees.

The $30 million decline from $53 million in investment gains, net in 2009 to $23 million in 2010 resulted from lower net gains from sales of investments.

Expenses

The Investment Management segment’s total expenses were $2.6 billion in 2010, an increase of $206 million from the $2.4 billion in 2009 as higher other operating expenses, distribution related payments and compensation and benefits were partially offset by lower amortization of deferred sales commissions.

For 2010, employee compensation and benefits expenses for the segment were $1.4 billion as compared to $1.3 billion in 2009. At AllianceBernstein, there was a $31 million increase in incentive compensation primarily due to higher cash compensation. Commission expense for 2010 increased by $5 million primarily due to higher retail sales volume. These increases were partially offset by the $12 million decrease for 2010 in base compensation, fringe benefits and other employment costs at AllianceBernstein primarily due to lower severance and salaries offset by higher recruitment.

The distribution related payments increased $53 million to $234 million in 2010 from $208 million in the prior year primarily as a result of higher average Retail Services assets under management; the payment increase was generally in line with the increase in distribution revenues.

The $107 million increase in other operating costs and expenses to $612 million for 2010 was primarily the result of real estate sub-lease charges. During 2010, AllianceBernstein performed a comprehensive review of its real estate requirements in New York in connection with workforce reductions since 2008. As a result, during 2010, management decided to sub-lease over 380,000 square feet in New York (approximately half of which has occurred) and largely consolidate New York-based employees into two office locations from three. Therefore, a pre-tax real estate charge of $90 million was recorded in third quarter 2010 that reflected the net present value of the difference between the amount of on-going

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contractual operating lease obligations for this space and the estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to this space. Based on existing sub-leases, current assumptions of when the remaining space can be sub-leased and current market rental rates, it is estimated that this charge will lower AllianceBernstein occupancy costs on existing real estate. Including charges taken in the first three quarters of 2010, total real estate charges in 2010 were $102 million.

FEES AND ASSETS UNDER MANAGEMENT

A breakdown of fees and AUM follows:

Fees and Assets Under Management

 

 At or For the Years Ended December 31, 
 2013 2012 2011 
  At or For the Years Ended December 31, 
      2011           2010           2009      (In Millions) 
  (In Millions) 

FEES

         

Third party

    $1,857      $1,989      $1,864     $        1,780     $        1,712     $        1,857  

General Account and other

   33     31     28    44    36    33  

Insurance Group Separate Accounts

   26     32     33    25    24    26  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total Fees

    $1,916      $2,052      $    1,925     $1,849     $1,772     $1,916  
  

 

   

 

   

 

  

 

  

 

  

 

 

ASSETS UNDER MANAGEMENT

         

Assets by Manager

         

AllianceBernstein

         

Third party

    $351,867      $424,916       $387,543     $370,693   

General Account and other

   31,628     28,819      29,668    33,341   

Insurance Group Separate Accounts

   22,402     24,284      33,255    25,983   
  

 

   

 

    

 

  

 

  

Total AllianceBernstein

   405,897     478,019      450,466    430,017   
  

 

   

 

    

 

  

 

  

Insurance Group

         

General Account and other(2)

   17,556     14,168      20,670    19,474   

Insurance Group Separate Accounts

   65,840     67,730      77,458    70,000   
  

 

   

 

   

Total Insurance Group

   83,396     81,898      98,128    89,474   
  

 

   

 

   

Total by Account:

         

Third party(1)

   351,867     424,916      387,543    370,693   

General Account and other(2)

   49,184     42,987      50,338    52,815   

Insurance Group Separate Accounts

   88,242     92,014      110,713    95,983   
  

 

   

 

    

 

  

 

  

Total Assets Under Management

    $    489,293      $    559,917       $548,594     $519,491   
  

 

   

 

    

 

  

 

  

 

(1)

Includes $37.6$41.9 billion and $51.8$46.8 billion of assets managed on behalf of AXA affiliates at December 31, 20112013 and 2010,2012, respectively. Third party AUM includes 100% of the estimated fair value of real estate owned by joint ventures in which third party clients own an interest.

 

(2)

Includes invested assets of the Company not managed by AllianceBernstein, principally cash and short-term investments and policy loans, totaling approximately $12.8$14.5 billion and $10.0$13.9 billion at December 31, 20112013 and 2010,2012, respectively, as well as mortgages and equity real estate totaling $4.8$6.2 billion and $4.1$5.5 billion at December 31, 20112013 and 2010,2012, respectively.

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Fees for assets under management increased 4.8% from 2012 to 2013 and decreased 6.6%7.9% from 20102011 to 2011 and increased 6.6% from 2009 to 20102012, in line with the change in average assets under management for third parties and the Separate Accounts.

Total assets under management decreased $70.6increased $29.1 billion. The $31.6 billion primarily due to lower Third Party and Insurance Group Separate Accounts assets under management partially offset by higher General Account AUM. The $76.8 billion decreaseincrease in Third Party and Insurance Group Separate Account assets under management at December 31, 20112013 as compared to December 31, 20102012 resulted from decreasesincreases in EQAT’s, VIP’s and other Separate Accounts’ AUM due to market depreciation and outflows at AllianceBernstein.appreciation partially offset by a decrease of $2.5 billion in General Account and other assets under management increased $6.2 billion from 2010 primarily due to market appreciation and net inflows.management.

AllianceBernstein assets under management at December 31, 20112013 totaled $405.9$450.4 billion as compared to $478.0$430.0 billion at December 31, 20102012. The $20.4 billion increase was due to $30.6 billion of market depreciationappreciation and acquisitions of $11.0$2.1 billion andpartially offset by $12.3 billion of net outflows of $62.5 billion.outflows. The gross outflows of $62.1$56.6 billion, $41.9$25.9 billion and $14.1$10.2 billion in the Retail, Institutional Investment, Retail and Private Client channels, respectively, partiallymore than offset the inflows of $17.3$49.1 billion, $31.0$24.9 billion and $7.3$6.4 billion, respectively. At December 31, 2011, non-US2013, non-U.S. clients accounted for 34.0%35% of the total AUM.

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AllianceBernstein also classifies its assets under management by its four investment services categories: ValueActively and Passively Managed Equity, Growth Equity,Actively and Passively Managed Fixed Income and Other. There was a $63.5The $12.4 billion decreaseincrease in ValueActively Managed Equity AUM to $80.8$107.8 billion at December 31, 2011 as the $13.6resulted from $22.8 billion of market depreciation and $6.5 billion of new investments were more than offset by the $56.4 billion of net long-term outflows. Growth Equity assets under management totaled $44.2 billion, $30.1 billion lower than its December 31, 2010 balance due to $31.0 billion in net outflows that were partially offset by $5.5 billion in market depreciation and $5.2 billion of new investments. AUM in Fixed Income products increased $11.4 billion to $217.6 billion between December 31, 2010 and December 31, 2011 as $31.4appreciation, $15.9 billion in new investments and $8.0$2.1 billion of acquisitions partially offset by $28.4 billion in net cash outflows. Passively Managed Equity totaled $49.3 billion, $9.0 billion higher than its December 31, 2012 balance due to $11.0 billion in market appreciation, were$3.4 billion of new investments offset by net outflows of $5.4 billion. There was a $15.1 billion decrease in Actively Managed Fixed Income to $239.7 billion at December 31, 2013, as compared to December 31, 2012, due to $61.3 billion of cash outflows, and market depreciation of $8.2 billion offset by new investments of $54.4 billion. AUM in Passively Managed Fixed Income products increased $1.4 billion to $9.3 billion between December 31, 2012 and December 31, 2013 as $1.4 billion in new investments and $200 million in net inflows are partially offset by $28.2 billion$200 million in net outflows.market depreciation. The $10.1$12.7 billion increase in Other assets under managementAUM to $63.3$44.3 billion resulted from $0.1$5.3 billion in new investments, $5.2 billion in market appreciation and $12.5 billion in new investments being partially offset by $2.5$2.2 billion in net outflows.inflows. AllianceBernstein may experience periods when the number of new accounts or the amount of AUM increases or decreases significantly. Contributing factors impacting changes in AUM include financial market conditions, AllianceBernstein’s investment performance for clients, the experience of the portfolio manager, the client’s overall relationship with AllianceBernstein, recommendations of consultants, and changes in clients’ investment preferences, risk tolerances and liquidity needs.

Average assets under management totaled $451.9$442.7 billion for the year ended December 31, 20112013 as compared to $474.6$416.0 billion for 2010.December 31, 2012. The respective increasesincrease for the Retail and Private Client channels were $1.2Institutional Channel was $21.2 billion and $0.6$6.5 billion, respectively, partially offset by $1 billion in Private Client. The average AUM increases in Actively Managed Fixed Income, Passively Managed Equity, Passively Managed Fixed Income and Other was $18.4 billion, $9.0 billion, $2.7 billion and $6.4 billion, respectively, offset by a decrease of $9.8 billion in the Institutional channelActively Managed Equity AUM.

Performance of $24.5 billion while the average AUM increases for the Fixed Income and Other categories were $15.1 billion and $18.8 billion, offset by decreases of $36.3 billion and $20.3 billion, respectively, in the Value Equity and Growth Equity services.

AllianceBernstein’s U.S and global large cap equity services underperformedimproved for 2013, with the majority of the services outperforming their benchmarks during 2011. AllianceBernstein’s fixed income services during 2011 were mixed comparedbenchmarks. Emerging Markets Value continued to relative benchmarks. In contrast, AllianceBernsteins’s Global fixed income portfolios outperformed, benefiting from their underweight positionbe an exception, as long-term value characteristics, such as inexpensive cash flows, continued to under-perform, unlike in European bonds.other parts of the world.

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GENERAL ACCOUNTS INVESTMENT PORTFOLIO

The General Account Investment Assets (“GAIA”) portfolio consists of a well-diversified portfolio of public and private fixed maturities, commercial and agricultural mortgages and other loans, equity securities and other invested assets.

The General Accounts’ portfolios and investment results support the insurance and annuity liabilities of the Insurance segment’s business operations. The following table reconciles the consolidated balance sheet asset amounts to GAIA.

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General Account Investment Assets

December 31, 20112013

 

                                                               
Balance Sheet Captions: Balance
Sheet Total(2)
 Other(1) GAIA(3)  Balance
  Sheet Total  
 Other(1) GAIA 
 (In Millions) 
 (In Millions) 

Fixed maturities, available for sale, at fair value

 $        31,992   $        838   $        31,154   $    29,419    $(388)    $29,807  

Mortgage loans on real estate

  4,281    (377)    4,658    5,684    (331)    6,015  

Equity real estate, held for the production of income

  99    1    98           

Policy Loans

  3,542    (114)    3,656    3,434    (108)    3,542  

Other equity investments

  1,707    274    1,433    1,863    212    1,651  

Trading securities

  983    511    472    4,221    563    3,658  

Other invested assets

  2,340    2,329    11    1,353    1,353     
 

 

  

 

  

 

  

 

  

 

  

 

 

Total investments

  44,944    3,462    41,482    45,977    1,303    44,674  

Cash and cash equivalents

  3,227    2,183    1,044    2,283    777    1,506  

Short-term and long-term debt

  (645)    (445)    (200)    (1,293)    (1,093)    (200)  
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 $47,526   $5,200   $42,326   $    46,967    $        987    $      45,980  
 

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

Assets listed in the “Other” category principally consist of the Company’s loans to affiliates and other miscellaneous assets and loans from affiliates and other miscellaneous liabilities related to GAIA that are reclassified from various balance sheet lines held in portfolios other than the General Account which are not managed as part of GAIA, including related accrued income or expense, certain reclassifications and intercompany adjustments and, for fixed maturities, the reversal of net unrealized gains (losses). The “Other” category is deducted in arriving at GAIA.

(2)

Includes the Company’s loans to affiliates and other miscellaneous assets and liabilities related to GAIA that are reclassified from various balance sheet lines.

(3)

GAIA investments are presented at their amortized costs for fixed maturities and carrying values for all other invested assets.

 

7-327-30


Investment Results of General Account Investment Assets

The following table summarizes investment results by asset category for the periods indicated.

 

   2011   2010   2009 
   Yield   Amount   Yield   Amount   Yield   Amount 
   (Dollars in Millions) 

Fixed Maturities:

            

Investment grade

            

Income (loss)

   5.21%    $1,387     6.19%    $1,606     5.98%    $1,498  

Ending assets

         28,948           27,354           26,215  

Below investment grade

            

Income

   7.53%     166     7.14%     174     5.66%     120  

Ending assets

     2,206       2,355       2,235  

Mortgages:

            

Income (loss)

   6.57%     273     6.87%     263     6.69%     250  

Ending assets

     4,658       3,956       3,949  

Equity Real Estate:

            

Income (loss)

   16.46%     18     20.09%     20     18.08%     42  

Ending assets

     98       141       100  

Other Equity Investments:

            

Income (loss)

   11.20%     154     15.48%     187     (6.18)%     (80)  

Ending assets

     1,433       1,359       1,180  

Policy Loans:

            

Income

   6.45%     229     6.64%     239     6.80%     238  

Ending assets

     3,656       3,695       3,734  

Cash and Short-term Investments:

            

Income

   0.31%     4     0.84%     10     1.10%     19  

Ending assets

     1,044       1,056       956  

Trading Securities:

            

Income

   14.08%     8     -%     -     -%     -  

Ending assets

     472       -       -  

Other Invested Assets:

            

Income

   63.61%     2     -%     -     (99.05)%     (109)  

Ending assets

     11       8       6  

Total Invested Assets:

            
    

 

 

     

 

 

     

 

 

 

Income

   5.80%     2,241     6.58%     2,499     5.64%     1,978  

Ending Assets

     42,526       39,924       38,375  

Debt and Other:

            

Interest expense and other

   79.77%     (117)     116.72%     (154)     32.86%     (104)  

Ending assets (liabilities)

     (200)       (200)       (200)  

Total:

            
    

 

 

     

 

 

     

 

 

 

Investment income

   5.39%     2,124     6.14%     2,345     5.31%     1,874  

Less: investment fees

   (0.13)%     (52)     (0.12)%     (45)     (0.12)%     (43)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment Income, Net

   5.26%    $2,072     6.02%    $2,300     5.19%    $1,831  
    

 

 

     

 

 

     

 

 

 

Ending Net Assets

    $42,326      $39,724      $38,175  
    

 

 

     

 

 

     

 

 

 

  2013  2012  2011 
  Yield  Amount  Yield  Amount  Yield  Amount 
  (Dollars in Millions) 

Fixed Maturities:

      

Investment grade

      

Income (loss)

  4.64 %     $      1,341    4.71 %  $      1,381    5.21 %    $1,387  

Ending assets

   27,870     29,526     28,948  

Below investment grade

      

Income

  6.58 %    134    6.50 %   146    7.53 %   166  

Ending assets

   1,937     2,118     2,206  

Mortgages:

  

     

Income (loss)

  5.51 %    315    5.91 %   296    6.57 %   273  

Ending assets

   6,015     5,427     4,658  

Equity Real Estate:

      

Income (loss)

  17.40 %       15.07 %   14    16.46 %   18  

Ending assets

           98  

Other Equity Investments:

      

Income (loss)

  13.22 %    202    11.57 %   166    11.20 %   154  

Ending assets

   1,651     1,407     1,433  

Policy Loans:

      

Income

  6.16 %    219    6.21 %   226    6.45 %   229  

Ending assets

   3,542     3,624     3,656  

Cash and Short-term Investments:

      

Income

  0.06 %       0.08 %   14    0.64 %    

Ending assets

   1,506     1,281     1,044  

Trading Securities:

      

Income

  0.18 %       1.38 %   15    13.17 %    

Ending assets

   3,658     1,839     472  

Total Invested Assets:

      
  

 

 

   

 

 

   

 

 

 

Income

  4.81 %    2,218    5.00 %   2,258    4.26 %   2,239  

Ending Assets

   46,180     45,225     42,515  

Debt and Other:

      

Interest expense and other

   (16)     (12)     (16)  

Ending assets (liabilities)

   (200)     (209)     (200)  

Total:

      
  

 

 

   

 

 

   

 

 

 

Investment income

  4.83 %    2,202    5.00 %   2,246    5.53 %   2,223  

Less: investment fees

  (0.13)%    (59)    (0.11)%   (49)    (0.13)%   (52)  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investment Income, Net

  4.70 %     $2,143    4.89 %    $2,197    5.40 %    $2,171  
  

 

 

   

 

 

   

 

 

 

Ending Net Assets

    $45,980      $45,016      $      42,315  
  

 

 

   

 

 

   

 

 

 

7-33


Fixed Maturities

The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of US government and agency obligations. At December 31, 2011, 74.0%2013, 71.9% of the fixed maturity portfolio was publicly traded. At December 31, 2011,2013, GAIA held commercial mortgage backed securities (“CMBS”)CMBS with an amortized cost of $1.3$0.7 billion. The General Account had a $2$4 million exposure to the direct sovereign debt of Italy and no exposure to the sovereign debt of Greece, Portugal, Italy orSpain and the Republic of Ireland. The total exposure to Eurozone sovereign debt was $7 millionIreland at December 31, 2011.2013.

Fixed Maturities by Industry

The General Accounts’ fixed maturities portfolios include publicly-traded and privately-placed corporate debt securities across an array of industry categories.

7-31


The following table sets forth these fixed maturities by industry category as of the dates indicated along with their associated gross unrealized gains and losses.

7-34


Fixed Maturities by Industry((1)1)

 

  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value  Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value 
  (In Millions) 

At December 31, 2011:

        
 (In Millions) 

At December 31, 2013:

    

Corporate Securities:

            

Finance

  $6,738    $270    $87    $6,921   $6,118   $332   $30   $6,420  

Manufacturing

           5,605             561             22             6,144    6,139    380    87    6,432  

Utilities

   3,415     375     20     3,770    3,347    243    30    3,560  

Services

   3,069     280     10     3,339    3,072    202    29    3,245  

Energy

   1,321     159     -     1,480    1,528    107    13    1,622  

Retail and wholesale

   1,101     96     1     1,196    1,167    63    16    1,214  

Transportation

   766     91     6     851    745    57       795  

Other

   33     3     -     36    73          75  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate securities

   22,048     1,835     146     23,737    22,189    1,386    212    23,363  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

U.S. government

   3,580     352     3     3,929    3,566    22    477    3,111  

Commercial mortgage-backed

   1,306     7     411     902    971    10    265    716  

Residential mortgage-backed(2)

   1,555     89     -     1,644    913    33       945  

Preferred stock

   1,106     38     114     1,030    883    54    51    886  

State & municipal

   478     64     2     540    444    35       477  

Foreign governments

   461     65     1     525    392    45       432  

Asset-backed securities

   260     14     10     264    132    11       140  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total

  $30,794    $2,464    $687    $32,571   $29,490   $1,596   $1,016   $30,070  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

At December 31, 2010:

        

At December 31, 2012:

    

Corporate Securities:

            

Finance

  $6,479    $292    $35    $6,736   $6,364   $495   $  $6,856�� 

Manufacturing

   5,137     373     31     5,479    5,720    676       6,389  

Utilities

   3,417     231     15     3,633    3,212    420       3,629  

Services

   2,857     207     11     3,053    3,028    358       3,381  

Energy

   1,411     118     1     1,528    1,338    198       1,536  

Retail and wholesale

   985     64     9     1,040    1,063    113       1,175  

Transportation

   778     60     9     829    708    96       802  

Other

   33     3     -     36    30          33  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate securities

   21,097     1,348     111     22,334    21,463    2,359    21    23,801  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

U.S. government

   1,984     18     88     1,914    4,642    519       5,160  

Commercial mortgage-backed

   1,474     5     375     1,104    1,175    16    291    900  

Residential mortgage-backed(2)

   1,601     67     -     1,668    1,863    85       1,948  

Preferred stock

   1,364     23     66     1,321    1,089    59    11    1,137  

State & municipal

   516     11     16     511    445    85       530  

Foreign governments

   503     59     2     560    454    76       530  

Asset-backed securities

   245     13     11     247    175    12       182  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total

  $28,784    $1,544    $669    $29,659   $            31,306   $            3,211   $            329   $            34,188  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

 

(1) 

Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.

(2) 

Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

Fixed Maturities Credit Quality

The Securities Valuation Office (“SVO”) of the NAIC,National Association of Insurance Commissioners (“NAIC”), evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturity securities to one of six categories (“NAIC Designations”). NAIC designations of “1” or “2”

7-35


include fixed maturities considered investment grade, which

7-32


include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3” through “6” are referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments, the finalization of legal documents and the completion of the SVO filing process, the fixed maturity portfolio generally includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis.

The amortized cost of the General Accounts’ public and private below investment grade fixed maturities totaled $1.9$1.6 billion, or 6.3%5.3%, of the total fixed maturities at December 31, 20112013 and $1.9$1.7 billion, or 6.6%5.4%, of the total fixed maturities at December 31, 2010.2012. Gross unrealized losses on public and private fixed maturities increased from $668$329 million in 20102012 to $687$1,016 million in 2011.2013. Below investment grade fixed maturities represented 55.6%22.2% and 43.4%46.5% of the gross unrealized losses at December 31, 20112013 and 2010,2012, respectively. The increase in below investment grade fixed maturity securities is due to credit migration on existing securities, rather than new originations or purchases. For public, private and corporate fixed maturity categories, gross unrealized gains were higherlower and gross unrealized losses were lowerhigher in 20112013 than in the prior year.

Public Fixed Maturities Credit Quality.Quality.    The following table sets forth the General Accounts’ public fixed maturities portfolios by NAIC rating at the dates indicated.

Public Fixed Maturities

 

NAIC

Designation(1)

  

Rating Agency Equivalent

  Amortized
    Cost    
   Gross
Unrealized
    Gains    
   Gross
Unrealized
    Losses    
       Fair Value      

Rating Agency Equivalent

 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value 
     (In Millions) 

At December 31, 2011:

          
 (In Millions) 

At December 31, 2013:

     

1

  

Aaa, Aa, A

  $14,774    $1,383    $48    $16,109   Aaa, Aa, A $        12,699   $        635   $        562   $        12,772  

2

  

Baa

   6,858     554     87     7,325   Baa  7,550    478    104    7,924  
  

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

  Investment grade  20,249    1,113    666    20,696  
  

Investment grade

       21,632         1,937         135         23,434    

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

 

3

  

Ba

   745     16     36     725   Ba  706    36    12    730  

4

  

B

   249     3     47     205   B  150       12    141  

5

  

C and lower

   98     -     36     62   C and lower  18          17  

6

  

In or near default

   60     -     24     36   In or near default  79       45    34  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Below investment grade

   1,152     19     143     1,028   Below investment grade  953    39    70    922  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Total Public Fixed Maturities

Total Public Fixed Maturities

  $22,784    $1,956    $278    $24,462  

Total Public Fixed Maturities

 $21,202   $1,152   $736   $21,618  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

At December 31, 2010:

          

At December 31, 2012:

     

1

  

Aaa, Aa, A

  $13,235    $745    $178    $13,802   Aaa, Aa, A $14,697   $1,656   $53   $16,300  

2

  

Baa

   7,265     442     69     7,638   Baa  7,365    801    10    8,156  
  

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

  Investment grade  22,062    2,457    63    24,456  
  

Investment grade

   20,500     1,187     247     21,440    

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

 

3

  

Ba

   803     14     48     769   Ba  770    45       809  

4

  

B

   132     -     11     121   B  158          158  

5

  

C and lower

   111     -     20     91   C and lower  93       19    75  

6

  

In or near default

   64     -     22     42   In or near default  37       12    25  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Below investment grade

   1,110     14     101     1,023   Below investment grade  1,058    50    41    1,067  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Total Public Fixed Maturities

Total Public Fixed Maturities

  $21,610    $1,201    $348    $22,463  

Total Public Fixed Maturities

 $23,120   $2,507   $104   $25,523  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

 

(1) 

At December 31, 20112013 and 2010,2012, no securities had been categorized based on expected NAIC designation pending receipt of SVO ratings.

 

7-367-33


Private Fixed Maturities Credit Quality.Quality.    The following table sets forth the General Accounts’ private fixed maturities portfolios by NAIC rating at the dates indicated.

Private Fixed Maturities

 

NAIC

Designation(1)

  

Rating Agency Equivalent

  Amortized
    Cost    
   Gross
Unrealized
    Gains    
   Gross
Unrealized
    Losses    
   Fair     Value      

Rating Agency Equivalent

 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value 
     (In Millions) 

At December 31, 2011:

          

1

  

Aaa, Aa, A

  $4,146    $258    $137    $4,267  

2

  

Baa

   3,089     241     33     3,297  
    

 

   

 

   

 

   

 

  (In Millions) 
  

Investment grade

       7,235         499         170         7,564  
    

 

   

 

   

 

   

 

 

3

  

Ba

   315     6     71     250  

4

  

B

   124     -     24     100  

5

  

C and lower

   128     -     41     87  

6

  

In or near default

   208     3     103     108  
    

 

   

 

   

 

   

 

 
  

Below investment grade

   775     9     239     545  
    

 

   

 

   

 

   

 

 

Total Private Fixed Maturities

  $8,010    $508    $409    $8,109  
    

 

   

 

   

 

   

 

 

At December 31, 2010:

          

At December 31, 2013:

     

1

  

Aaa, Aa, A

  $3,762    $164    $115    $3,811   Aaa, Aa, A $          4,283   $        222   $        80   $        4,425  

2

  

Baa

   2,667     167     18     2,816   Baa  3,383    207    44    3,546  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Investment grade

   6,429     331     133     6,627   Investment grade  7,666    429    124    7,971  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
          

3

  

Ba

   332     6     59     279   Ba  245       14    237  

4

  

B

   23     -     -     23   B  77       12    65  

5

  

C and lower

   151     1     45     107   C and lower  103       37    67  

6

  

In or near default

   239     5     85     159   In or near default  198       93    113  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Below investment grade

   745     12     189     568   Below investment grade  623    15    156    482  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Total Private Fixed Maturities

Total Private Fixed Maturities

  $7,174    $343    $322    $7,195  

Total Private Fixed Maturities

 $8,289   $444   $280   $8,453  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

At December 31, 2012:

     

1

 Aaa, Aa, A $4,303   $365   $100   $4,568  

2

 Baa  3,235    324    13    3,546  
  

 

  

 

  

 

  

 

 
 Investment grade  7,538    689    113    8,114  
  

 

  

 

  

 

  

 

 

3

 Ba  226       23    206  

4

 B  149       15    135  

5

 C and lower  50       15    35  

6

 In or near default  223    11    59    175  
  

 

  

 

  

 

  

 

 
 Below investment grade  648    15    112    551  
  

 

  

 

  

 

  

 

 

Total Private Fixed Maturities

Total Private Fixed Maturities

 $8,186   $704   $225   $8,665  
  

 

  

 

  

 

  

 

 

 

(1) 

Includes, as of December 31, 20112013 and 2010,2012, respectively, 2012 securities with amortized cost of $281$117 million (fair value, $283$106 million) and 1412 securities with amortized cost of $176$109 million (fair value, $172$109 million) that have been categorized based on expected NAIC designation pending receipt of SVO ratings.

 

7-377-34


Corporate Fixed Maturities Credit Quality.Quality.    The following table sets forth the General Accounts’ public and private holdings of corporate fixed maturities by NAIC rating at the dates indicated.

Corporate Fixed Maturities

 

NAIC

Designation

  

Rating Agency Equivalent

  Amortized
    Cost    
   Gross
Unrealized
    Gains    
   Gross
Unrealized
    Losses    
       Fair Value      

Rating Agency Equivalent

 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value 
     (In Millions) 

At December 31, 2011:

        
 (In Millions) 

At December 31, 2013:

     

1

  

Aaa, Aa, A

  $12,042    $1,050    $53    $13,039   Aaa, Aa, A $        11,077   $        701   $        99   $        11,679  

2

  

Baa

   9,220     761     63     9,918   Baa  10,252    635    101    10,786  
  

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

  Investment grade  21,329    1,336    200    22,465  
  

Investment grade

       21,262         1,811         116         22,957    

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

 

3

  

Ba

   677     18     25     670   Ba  717    40       749  

4

  

B

   86     3     2     87   B  129          127  

5

  

C and lower

   20     -     3     17   C and lower  12          12  

6

  

In or near default

   3     3     -     6   In or near default           10  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Below investment grade

   786     24     30     780   Below investment grade  860    50    12    898  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Total Corporate Fixed Maturities

Total Corporate Fixed Maturities

  $22,048    $1,835    $146    $23,737  

Total Corporate Fixed Maturities

 $22,189   $1,386   $212   $23,363  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

At December 31, 2010:

          

At December 31, 2012:

     

1

  

Aaa, Aa, A

  $11,021    $740    $46    $11,715   Aaa, Aa, A $10,871   $1,236   $  $12,102  

2

  

Baa

   9,311     588     46     9,853   Baa  9,764    1,066       10,826  
  

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

  Investment grade  20,635    2,302       22,928  
  

Investment grade

   20,332     1,328     92     21,568    

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

 

3

  

Ba

   624     17     9     632   Ba  699    47       740  

4

  

B

   112     1     8     105   B  114          111  

5

  

C and lower

   26     -     2     24   C and lower  12          11  

6

  

In or near default

   3     2     -     5   In or near default           11  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  

Below investment grade

   765     20     19     766   Below investment grade  828    57    12    873  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Total Corporate Fixed Maturities

Total Corporate Fixed Maturities

  $21,097    $1,348    $111    $22,334  

Total Corporate Fixed Maturities

 $21,463   $2,359   $21   $23,801  
    

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

 

Asset-backed Securities

At December 31, 2011,2013, the amortized cost and fair value of asset backed securities held were $260$132 million and $264$140 million, respectively; at December 31, 2010,2012, those amounts were $245$175 million and $246$182 million, respectively. At December 31, 2011,2013, the amortized cost and fair value of asset backed securities collateralized by sub-prime mortgages were $23$10 million and $20$10 million, respectively. At that same date, the amortized cost and fair value of asset backed securities collateralized by non-sub-prime mortgages were $53$39 million and $56$39 million, respectively.

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Commercial Mortgage-backed Securities

In recent years, weakness in commercial real estate fundamentals, along with an overall decrease in liquidity and availability of capital, led to a very difficult refinancing environment and an increase in overall delinquency rates on commercial mortgages on properties, except for highly desirable properties in select markets, in the commercial mortgage-backed securities market.

The following table sets forth the amortized cost and fair value of the Insurance Group’s commercial mortgage-backed securities at the dates indicated by credit quality and by year of issuance (vintage).

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Commercial Mortgage-Backed Securities

December 31, 20112013

 

                                                                                                                                                   
  Moody’s Agency Rating   Total
December 31,
     2011    
   Total
December 31,
     2010    
  Moody’s Agency Rating Total Total 
Vintage  Aaa   Aa   A   Baa   Ba and
Below
    Aaa Aa A Baa Ba and
Below
 December 31,
2013
 December 31,
2012
 
 

 

 

  

 

  

 

 
 (In Millions) 
  (In Millions) 

At amortized cost:

                     

2004 and Prior Years

  $6    $16    $41    $114    $158    $335    $359   $  $  $  $29   $142   $182   $298  

2005

   -     5     51     109     317     482     600    15       30    51    324    425    477  

2006

   -     -     -     1     350     351     373                276    276    302  

2007

           -             3             -             -             135             138             142                87    88    98  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total CMBS

  $6    $24    $92    $224    $960    $1,306    $1,474   $16   $  $38   $80   $829   $971   $1,175  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

At fair value:

                     

2004 and Prior Years

  $6    $17    $38    $105    $132    $298    $330   $  $  $  $29   $111   $151   $273  

2005

   -     5     45     96     232     378     480    16       31    52    248    353    411  

2006

   -     -     -     1     167     168     221                153    153    154  

2007

   -     2     -     -     56     58     73                59    59    62  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total CMBS

  $6    $24    $83    $202    $587    $902    $1,104   $        16   $          9   $        39   $        81   $        571   $        716   $        900  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Mortgages

Investment Mix

At December 31, 20112013 and 2010,2012, respectively, approximately 10.7%13.3% and 10.3%12.1%, respectively, of GAIA were in commercial and agricultural mortgage loans. The table below shows the composition of the commercial and agricultural mortgage loan portfolio, before the loss allowance, as of the dates indicated.

 

                                                                          
 December 31, 2013 December 31, 2012 
  December 31, 2011   December 31, 2010  (In Millions) 
  (In Millions) 

Commercial mortgage loans

  $3,367    $2,670   $4,238   $        3,822  

Agricultural mortgage loans

                       1,337                         1,314    1,870   $        1,658  
  

 

   

 

  

 

  

 

 

Total Mortgage Loans

  $4,704    $3,984   $        6,108   $        5,480  
  

 

   

 

  

 

  

 

 

7-36


The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The tables below show the breakdown of the amortized cost of the General Accounts investments in mortgage loans by geographic region and property type as of the dates indicated.

7-39


Mortgage Loans by Region and Property Type

 

                                                                                                            
 December 31, 2013 December 31, 2012 
 Amortized Cost % of Total Amortized Cost % of Total 
  December 31, 2011   December 31, 2010 
  Amortized Cost   % of Total   Amortized Cost   % of Total  (Dollars in Millions) 
  (Dollars in Millions) 

By Region:

            

U.S. Regions:

            

Pacific

  $1,418     30.1%    $1,214     30.4%   $1,753     28.7 %    $1,688     30.8 %   

Middle Atlantic

   1,214     25.8        920     23.1       1,473     24.1          1,314     24.0       

South Atlantic

   583     12.4        410     10.3       890     14.5          630     11.5       

East North Central

   503     10.7        510     12.8       561     9.2          574     10.5       

Mountain

                   348     7.4                        323     8.1       422     6.9          397     7.2       

West North Central

   309     6.6        316     7.9       419     6.9          354     6.5       

West South Central

   239     5.1        209     5.3       348     5.7          346     6.3       

New England

  133     2.2          104     1.9       

East South Central

   62     1.3        53     1.4       109     1.8          73     1.3       

New England

   28     0.6        29     0.7     
 

 

  

 

  

 

  

 

 
  

 

   

 

   

 

   

 

 

Total Mortgage Loans

  $4,704     100.0%    $3,984     100.0%   $6,108     100.0 %    $5,480     100.0 %   
 

 

  

 

  

 

  

 

 
  

 

   

 

   

 

   

 

 

By Property Type:

            

Office buildings

  $1,665     35.4%    $1,113     28.0%   $1,945     31.8 %    $1,828     33.3 %   

Agricultural properties

   1,337     28.4        1,314     33.0       1,870     30.6          1,658     30.2       

Apartment complexes

   818     17.4        675     16.9       1,089     17.8          924     16.9       

Industrial buildings

   396     8.4        402     10.1       449     7.4          454     8.3       

Retail Stores

   255     5.4        260     6.5       352     5.8          267     4.9       

Hospitality

   164     3.5        167     4.2       274     4.5          245     4.5       

Other

   69     1.5        53     1.3       129     2.1          104     1.9       
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Total Mortgage Loans

  $4,704     100.0%    $3,984     100.0%   $6,108     100.0 %    $5,480     100.0%   
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

At December 31, 2011,2013, the General Account investments in commercial mortgage loans had a weighted average loan-to-value ratio of 70.0%66% while the agricultural mortgage loans weighted average loan-to-value ratio was 43.0%45%.

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The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 20112013

 

                                                                                                                              
  Debt Service Coverage Ratio(1)      Debt Service Coverage Ratio(1)   
Loan-to-Value Ratio  Greater
than 2.0x
   1.8x to
2.0x
   1.5x to
1.8x
   1.2x to
1.5x
   1.0x to
1.2x
   Less than

1.0x
   Total
Mortgage
Loan
  Greater
than 2.0x
 1.8x to
2.0x
 1.5x to
1.8x
 1.2x to
1.5x
 1.0x to
1.2x
 Less
than
1.0x
 Total
Mortgage
Loans
 
 (In Millions) 
  (In Millions) 

0% - 50%

  $332    $89    $208    $668    $221    $8    $1,526   $470   $83   $213   $792   $244   $49   $1,851  

50% - 70%

   268     267     548     430     127     45     1,685    487    623    864    697    284    39    2,994  

70% - 90%

   -     41     280     319     213     8     861    116       313    240    105    219    993  

90% plus

           -             -             84             135             296             117             632    135          60    27    48    270  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total Commercial
and Agricultural
Mortgage Loans

  $600    $397    $1,120    $1,552    $857    $178    $4,704   $    1,208   $    706   $    1,390   $    1,789   $    660   $    355   $    6,108  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

The debt service coverage ratio is calculated using actual results from property operations.

7-40


The tables below show the breakdown of the commercial and agricultural mortgage loans by year of origination at December 31, 2011.2013.

Mortgage Loans by Year of Origination

 

                                                            
  December 31, 2011  December 31, 2013 
Year of Origination  Amortized Cost   % of Total  Amortized Cost % of Total 
  (Dollars In Millions) 
 (Dollars In Millions) 

2013

 $1,513    24.8  %  

2012

  1,405    23.0        

2011

  $1,165     24.8%      1,039    17.0        

2010

   366     7.8        293    4.8        

2009

   542     11.5        494    8.1        

2008

                       228     4.9      

2007

   759     16.1      

2006 and prior

   1,644     34.9      

2008 and prior

  1,364    22.3        
 

 

  

 

 
  

 

   

 

 

Total Mortgage Loans

  $4,704     100.0%     $6,108    100.0  %  
  

 

   

 

  

 

  

 

 

At December 31, 20112013 and 2010,2012, respectively, $7$9 million and $5$2 million of mortgage loans were classified as problem loans while $102$27 million and $140$61 million were classified as potential problem loans and $135 million and $126 million were classified as restructured loans.

7-38


In 2011, one of the two2 loans shown in the table below werewas modified to interest only payments until February 1, 2012 and October 1,5, 2013. On October 10, 2013, this loan was further modified to interest only payments through June 5, 2014, at which time the loans revertloan reverts to theirits normal amortizing payment. On one ofIn 2012, the loans, a $4 million letter of creditsecond loan was cashedmodified retroactive to reduce the principal balance.July 1, 2012 payment and was converted to interest only payments through maturity in August 2014. Due to the nature of the modifications, short-term principal amortization relief, the modifications have no financial impact. The fair market value of the underlying real estate collateral is the primary factor in determining the allowance for credit losses and as such, modifications of loan terms typically have no direct impact on the allowance for credit losses.

Troubled Debt Restructuring - Modifications

December 31, 20112013

 

                                                               
 Number Outstanding Recorded Investment 
 of Loans   Pre-Modification     Post -Modification   
  Number
of Loans
   Outstanding Recorded Investment 
    Pre-Modification       Post-Modification      (Dollars In Millions) 
      (In Millions) 

Troubled debt restructurings:

         

Agricultural mortgage loans

                       -    $-      $-      -      $-      $-   

Commercial mortgage loans

   2                             145                                    141      2     126     135   
  

 

   

 

   

 

  

 

  

 

  

 

 

Total

   2    $145      $141      2      $126      $135   
  

 

   

 

   

 

  

 

  

 

  

 

 

There were no default payments on the above loans during 2013.

Valuation allowances for the commercial mortgage loan portfolio were related to loan specific reserves. The following table sets forth the change in valuation allowances for the commercial mortgage loan portfolio as of the dates indicated. There were no valuation allowances for agricultural mortgages at December 31, 20112013 and 2010.2012.

 

                                          
   December 31, 2013     December 31, 2012   
    December 31, 2011       December 31, 2010    (In Millions) 
  (In Millions) 

Balances, beginning of year

  $18     $     $34      $32   

Additions charged to income

                                22                                   18   

Deductions for writedowns and asset dispositions

   (8)        

Provisions

  10     26   

Recoveries

  (2)     (24)   
 

 

  

 

 
  

 

   

 

 

Balances, End of Year

  $32     $18      $42      $34   
  

 

   

 

  

 

  

 

 

Other Equity Investments

At December 31, 2011,2013, private equity partnerships, hedge funds and real-estate related partnerships were 83.9%87.1% of total other equity investments. These interests, which represent 3.4%3.1% of GAIA, consist of a diversified portfolio of LBO,Leveraged Buyout (“LBO”), mezzanine,

7-41


venture capital and other alternative limited partnerships, diversified by sponsor, fund and vintage year. The portfolio is actively managed to control risk and generate investment returns over the long term. Portfolio returns are sensitive to overall market developments.

Other Equity Investments - Classifications

 

                                          
   December 31, 2013     December 31, 2012   
  December 31, 2011   December 31, 2010  (In Millions) 
  (In Millions) 

Common stock

  $53     $49      $214     $67  

Joint ventures and limited partnerships:

      

Private equity

                           1,074                              997     1,061    1,048  

Hedge funds

   201      246     268    156  

Real estate related

   105      83     111    120  
  

 

   

 

  

 

  

 

 

Total Other Equity Investments

  $1,433     $1,375      $1,654     $1,391  
  

 

   

 

  

 

  

 

 

Derivatives

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GWBL features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB/GWBL feature is that under-performance of the financial markets could result in GMIB/GWBL benefits being higher than what accumulated policyholders’ account balances would support. Derivatives

The Company uses derivatives for asset/liability risk management primarily to reduce exposures to equity market and interest rate fluctuations.risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective while also considering their impacts on accounting results.and are all executed within the framework of a “Derivative Use Plan” approved by the NYSDFS. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility and interest rates.

A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposureexposures attributable to movements in the equity and fixed income markets.

7-39


Derivatives utilized to hedge exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GIB features. The Company had previously issued certain variable annuity products with guaranteed withdrawal benefit for life (“GWBL”), guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum accumulation benefit (“GMAB”) features (collectively, “GWBL and other features”). The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB benefits, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with the GIB and GWBL and other features is that under-performance of the financial markets could result in the GIB and GWBL and other features’ benefits being higher than what accumulated policyholders’ account balances would support.

For GMDB, GMIB, GIB and GWBL and other features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GIB and GWBL and other features that result from financial markets movements. A portion of exposure to realized interest rate volatility is hedged using swaptions and a portion of exposure to realized equity volatility is hedged using equity options and variance swaps. The Company has purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company.

GWBL featuresAt the end of 2012, AXA Equitable adjusted its outlook for future interest rate scenarios for some variable annuities with hedged GMDB and reinsurance contracts covering GMIB guarantees, as measured under AXA Equitable’s economic hedging framework, leading to a reduction in AXA Equitable’s estimate of its interest rate exposure. The reduced interest rate exposure are considered derivatives for accounting purposesled to AXA Equitable reducing the size of its interest rate hedges, as well as a change to the maturity profile of the hedge instruments. In addition, AXA Equitable began to fully unwind its swap and therefore, are reportedswaption positions hedging exposure to interest rate volatility completing a full unwind of the related GMDB and GMIB position in the balance sheet at their fair value. Nonefirst quarter 2013, and completing the full unwind of the derivatives used in these programs were designated as qualifying hedges under U.S. GAAP accounting guidance for derivativesswaps and hedging. All gains (losses) on derivatives are reported in Net investment income (loss)swaptions in the consolidated statements of earnings (loss) except those resulting from changes in the fair values of the embedded derivatives, the GWBL features are reported in Policyholder’s benefits and the GMIB reinsurance contracts are reported on a separate line in the consolidated statement of earnings, respectively.second quarter 2013.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB and GWBL features, the Company previously had hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. At December 31, 2011, there were no outstanding balances in these programs.

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The Company periodically, including during 2011,2013, has had in place a hedge program to partially protect against declining interest rates with respect to a part of its projected variable annuity sales. At December 31, 2011 there were no outstanding balances.

Derivatives utilized to hedge crediting exposure on SCS, SIO, MSO and IUL products/investment options

The Company also uses equity indexedindex options on the S&P 500, Russell 2000, Morgan Stanley Capital International (“MSCI”), Europe, Australasia and Far East (“EAFE”), MSCI Emerging Markets (“EM”) and NASDAQ indices as well as options on Gold, Oil and a Real Estate index for the purpose of hedging crediting rate exposure in its Structured Capital Strategies® (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST® variable annuity series (“SIO”), Market Stabilizer Option® (“MSO”) in the variable life insurance products and Indexed Universal Life (“IUL”) insurance products. This involves entering into a package of calls and/or put options whose payoff mimics the crediting rate embedded in individual segments of the products. For the SCS variable annuity product, a portion of the exposure is hedged using asset swaps.

Derivatives utilized to hedge its exposure to equity linked crediting ratesrisks associated with interest margins on annuityInterest Sensitive Life and life products.Annuity Contracts

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Company currently uses swaptions and swaps to reduce the risk associated with minimum crediting rate guaranteesinterest margins on these interest-sensitive contracts. At December 31, 2013, there were no positions outstanding for these programs.

Derivatives utilized to hedge equity market risks associated with the General Account’s investments in Separate Accounts

The Company’s General Account investment in Separate Account equity funds exposes the Company is exposed to equity market fluctuationsrisk which is partially hedged through investments in Separate Accounts and have entered into derivativeequity-index futures contracts specifically to mitigateminimize such risk.

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Derivatives utilized for General Account Investment Portfolio

Beginning in the second quarter 2013, the Company implemented a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible under its investment guidelines through the sale of credit default swaps. Under the terms of these swaps, the Company receives quarterly fixed premiums that, together with any initial amount paid or received at trade inception, replicate the credit spread otherwise currently obtainable by purchasing the referenced entity’s bonds of similar maturity. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss). The Company manages its credit exposure taking into consideration both cash and derivatives based positions and selects the reference entities in its replicated credit exposures in a manner consistent with its selection of fixed maturities. In addition, the Company has transacted the sale of credit default swaps exclusively in single name reference entities of investment grade credit quality and with counterparties subject to collateral posting requirements. If there is an event of default by the reference entity or other such credit event as defined under the terms of the swap contract, the Company is obligated to perform under the credit derivative and, at the counterparty’s option, either pay the referenced amount of the contract less an auction-determined recovery amount or pay the referenced amount of the contract and receive in return the defaulted or similar security of the reference entity for recovery by sale at the contract settlement auction. To date, there have been no events of default or circumstances indicative of a deterioration in the credit quality of the named referenced entities to require or suggest that the Company will have to perform under these credit default swaps. The maximum potential amount of future payments the Company could be required to make under these credit derivatives is limited to the par value of the referenced securities which is the dollar-equivalent of the derivative notional amount. The Standard North American CDS Contract (“SNAC”) under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.

Periodically the Company purchases 30-year, Treasury Inflation Protected Securities (“TIPS”) as General Account investments, and simultaneously enters into asset swap contracts (“ASW”), to result in payment of the variable principal at maturity and semi-annual coupons of the TIPS to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These swap contracts, when considered in combination with the TIPS, together result in a net position that is intended to replicate a fixed-coupon cash bond with a yield higher than a term-equivalent US Treasury bond.

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The tables below present quantitative disclosures about the Company derivative instruments, including those embedded in other contracts though required to be accounted for as derivative instruments.

Derivative Instruments by Category

At or For the Year Ended December 31, 20112013

 

                                                                                    
       Gains (Losses) 
   Fair Value Reported in 
 Notional Asset Liability Net Earnings 
 Amount Derivatives Derivatives (Loss) 
      Fair Value   Gains (Losses)
Reported in

Net Earnings
(Loss)
 
  Notional
  Amount  
   Asset
  Derivatives  
   Liability
  Derivatives  
    (In Millions) 
  (In Millions) 

Freestanding derivatives

            

Equity contracts:(1)

            

Futures

  $6,332    $-    $-    $(43)   $4,872   $  $  $(1,424)  

Swaps

   745     9     20     33    1,208       48    (311)  

Options

   1,211     91     85     (21)    7,506    1,056    593    366  

Interest rate contracts:(1)

            

Floors

   3,000     327     -     139    2,400    193       (5)  

Swaps

   9,695     500                 313                 594    9,741    215    211    (1,011)  

Futures

           11,983     -     -     850    10,763        (314)  

Swaptions

   7,353             1,029     -     817           (154)  
        

 

 

Credit contracts:(1)

    

Credit default swaps

  300           
    

 

 

Net investment income

         2,369       (2,848)  
        

 

     

 

 

Embedded derivatives:

            

GMIB reinsurance contracts(2)

   -     10,547     -     5,941  

GWBL features(3)

   -     -     227     (189)  

GMIB reinsurance contracts

     6,747       (4,297)  
  

 

   

 

   

 

   

 

 

Balances, December 31, 2011

  $40,319    $12,503    $645    $8,121  

GWBL and other features(2)

           265  

SCS, SIO, MSO and IUL indexed features(3)

        346    (429)  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Balances, December 31, 2013

 $36,790   $8,220   $1,198   $(7,309)  
 

 

  

 

  

 

  

 

 

 

(1) 

Reported in Other invested assets in the consolidated balance sheets.

(2) 

Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

(3)

SCS and SIO are reported in Policyholders’ account balances; MSO and IUL are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

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Derivative Instruments by Category

At or For the Year Ended December 31, 2012

                                                                                                
           Gains (Losses) 
     Fair Value  Reported in 
  Notional  Asset  Liability  Net Earnings 
  Amount  Derivatives  Derivatives  (Loss) 
  (In Millions) 

Freestanding derivatives

    

Equity contracts:(1)

    

Futures

 $6,098   $  $  $(1,039)  

Swaps

  875       52    (313)  

Options

  3,492    443    219    66  

Interest rate contracts:(1)

    

Floors

  2,700    291       68  

Swaps

  18,130    554    352    412  

Futures

  14,033          84  

Swaptions

  7,608    502       (220)  
    

 

 

 

Net investment income

     (942)  
    

 

 

 

Embedded derivatives:

    

GMIB reinsurance contracts

     11,044       497  

GWBL and other features(2)

        265    26  
 

 

 

  

 

 

  

 

 

  

 

 

 

Balances, December 31, 2012

 $52,936   $12,835   $888   $(419)  
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Reported in Other invested assets in the consolidated balance sheets.

(3)(2) 

Reported in Future policy benefits and other policyholder liabilities.

 

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Derivative Instruments by Category

At or For the Year Ended December 31, 20102011

 

                                                                                                
       Gains (Losses) 
   Fair Value Reported in 
 Notional Asset Liability Net Earnings 
      Fair Value   Gains (Losses)
Reported in

Net Earnings
(Loss)
  Amount Derivatives Derivatives (Loss) 
  Notional
Amount
   Asset
Derivatives
   Liability
Derivatives
   
  (In Millions)  (In Millions) 

Freestanding derivatives

            

Equity contracts:(1)

            

Futures

  $3,755    $-    $-    $(810)   $6,332   $  $  $(43)  

Swaps

   705     -     26     (71)    745       20    33  

Options

   1,070     5     1     (49)    1,211    91    85    (21)  

Interest rate contracts:(1)

            

Floors

   9,000     326     -     157    3,000    327       139  

Swaps

   5,234     200     132     252    9,695    500    313    594  

Futures

           5,151                     -                     -             289    11,983          850  

Swaptions

   4,479     171     -     (38)    7,353    1,029       817  
        

 

     

 

 

Net investment income

         (270)       2,369  
        

 

     

 

 

Embedded derivatives:

            

GMIB reinsurance contracts(2)

   -     4,606     -     2,350  

GWBL features(3)

   -     -     38     17  

GMIB reinsurance contracts

     10,547       5,941  
  

 

   

 

   

 

   

 

 

Balances, December 31, 2010

  $29,394    $5,308    $197    $2,097  

GWBL and other features(2)

        291    (197)  
  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Balances, December 31, 2011

 $40,319   $12,503   $709   $8,113  
 

 

  

 

  

 

  

 

 

 

(1) 

Reported in Other invested assets in the consolidated balance sheets.

(2) 

Reported in Other assets in the consolidated balance sheets.

(3)

Reported in Future policy benefits and other policyholder liabilities.

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Derivative Instruments by Category

At or For the Year Ended December 31, 2009

       Fair Value   Gains (Losses)
Reported in
 
   Notional
Amount
   Asset
Derivatives
   Liability
Derivatives
   Net Earnings
(Loss)
 
   (In Millions) 

Freestanding derivatives

        

Equity contracts:(1)

        

Futures

  $3,399    $-    $-    $(1,142)  

Swaps

   801     1     19     (271)  

Options

   11,650     920     1,139     (818)  

Interest rate contracts:(1)

        

Floors

   15,000     300     -     (128)  

Swaps

   2,100     86     25     (178)  

Futures

   3,791     -     -     (526)  

Swaptions

   1,200     44     -     (17)  
        

 

 

 

Net investment income

         (3,080)  
        

 

 

 

Embedded derivatives:

        

GMIB reinsurance contracts(2)

   -     2,256     -     (2,566)  

GWBL features(3)

   -     -     55               218  
        
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2009

  $        37,941    $        3,607    $        1,238    $(5,428)  
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Reported in Other invested assets in the consolidated balance sheets.

(2)

Reported in Other assets in the consolidated balance sheets.

(3)

Reported in Future policy benefits and other policyholder liabilities.

Realized Investment Gains (Losses)

Realized investment gains (losses) are generated from numerous sources, including the sale of fixed maturity securities, equity securities, investments in limited partnerships and other types of investments, as well as adjustments to the cost basis of investments for OTTI. Realized investment gains (losses) are also generated from prepayment premiums received on private fixed maturity securities, recoveries of principal on previously impaired securities, provisions for losses on commercial mortgage and other loans, fair value changes on commercial mortgage loans carried at fair value, and fair value changes on embedded derivatives and free-standing derivatives that do not qualify for hedge accounting treatment.

The following table sets forth “Realized investment gains (losses), net,” for the periods indicated:

Realized Investment Gains (Losses), Net

 

                                                                        
  2013   2012   2011 
  2011   2010   2009 
  (In Millions)   (In Millions) 

Fixed maturities

  $(28)    $(200)    $-    $(80)    $(90)    $(28)  

Other equity investments

               1                 11                   1     (4)          

Other

   (14)     (18)     -     (7)     (7)     (14)  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $(41)    $(207)    $1    $(91)    $(92)    $(41)  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

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The following table further describes realized gains (losses), net for Fixed maturities:

Fixed Maturities

Realized Investment Gains (Losses), Net

 

                                                                        
 2013 2012 2011 
      2011           2010           2009     
  (In Millions)  (In Millions) 

Gross realized investment gains:

         

Gross gains on sales and maturities

  $          23    $100    $          224   $87   $30   $23  

Other

   -                 -     -  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total gross realized investment gains

   23     100     224    87    30    23  
  

 

   

 

   

 

  

 

  

 

  

 

 

Gross realized investment losses:

         

Other-than-temporary impairments recognized in earnings (loss)

   (32)     (282)     (163)    (66)    (94)    (32)  

Gross losses on sales and maturities

   (19)     (18)     (47)    (101)    (26)    (19)  

Other

   -     -     (14)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total gross realized investment losses

   (51)     (300)     (224)    (167)    (120)    (51)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total

  $(28)    $(200)    $-   $(80)   $(90)   $(28)  
  

 

   

 

   

 

  

 

  

 

  

 

 

The following table sets forth, for the periods indicated, the composition of other-than-temporary impairments recorded in Earnings (loss) by asset type.

Other-Than-Temporary Impairments Recorded in Earnings (Loss)(1)

 

                                                                        
 2013 2012 2011 
      2011           2010           2009     
  (In Millions)  (In Millions) 

Fixed Maturities:

         

Public fixed maturities

  $(18)    $(12)    $(131)   $(18)   $(18)   $(18)  

Private fixed maturities

   (14)     (270)     (32)    (48)    (76)    (14)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total fixed maturities securities

   (32)     (282)     (163)    (66)    (94)    (32)  
  

 

   

 

   

 

  

 

  

 

  

 

 

Equity securities

               -                  -                  -     (4)        
  

 

   

 

   

 

  

 

  

 

  

 

 

Total

  $(32)    $(282)    $(163)   $(70)   $(94)   $(32)  
  

 

   

 

   

 

  

 

  

 

  

 

 

 

(1) 

For 2011, 20102013, 2012 and 2009,2011, respectively, excludes $4$15 million, $18$2 million and $6$4 million of OTTI recorded in OCI, representing any difference between the fair value of the impaired debt security and the net present value of its projected future cash flows at the time of impairment.

At December 31, 2011 and 2010, respectively, the $(32) million and $(282) million in OTTI on fixed maturities recorded in income in 2013, 2012 and 2011 were due to credit events or adverse conditions of the respective issuer. In these situations, management believes such circumstances have caused, or will lead to, a deficiency in the contractual cash flows related to the investment. The amount of the impairment recorded in earnings (loss) is the difference between the amortized cost of the debt security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity management is focused around a centralized funds management process. This centralized process includes the monitoring and control of cash flow associated with policyholder receipts and disbursements and General Account portfolio principal, interest and investment activity. Funds are managed through a banking system designed to reduce float and maximize funds availability. The derivative transactions used to hedge the Company’s variable annuity products are integrated into AXA Equitable’s overall liquidity process; forecast of potential payments and collateral calls during the life of and at the settlement of each derivative transaction are included in the cash flow forecast. Information regarding liquidity needs and availability is reported by various departments and investment managers. The information is used to produce forecasts of available funds and cash flow. Significant market volatility can affect daily cash requirements due to the settlement and collateral calls of derivative transactions.

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In addition to gathering and analyzing information on funding needs, the Company has a centralized process for both investing short-term cash and borrowing funds to meet cash needs. In general, the short-term investment positions have a maturity profile of 1-7 days with considerable flexibility as to availability.

In managing the liquidity of the Insurance segment’s business, management also considers the risk of policyholder and contractholder withdrawals of funds earlier than assumed when selecting assets to support these contractual obligations. Surrender charges and other contract provisions are used to mitigate the extent, timing and profitability impact of withdrawals of funds by customers from annuity contracts and deposit liabilities. The following table sets forth withdrawal characteristics of the Company’s General Account annuity reserves and deposit liabilities (based on statutory liability values) as of the dates indicated.

General Accounts Annuity Reserves and Deposit Liabilities

 

 December 31, 2013 December 31, 2012 
 December 31, 2011 December 31, 2010  Amount % of Total Amount % of Total 
 Amount % of Total Amount % of Total 
 (Dollars in Millions)  (Dollars in Millions) 

Not subject to discretionary withdrawal provisions

 $3,102    15.2%   $3,877    20.9%     $3,522    18.0  %     $4,253    20.4  %   

Subject to discretionary withdrawal, with adjustment:

        

With market value adjustment

  45    0.2       55    0.3       36    0.2          30    0.1        

At contract value, less surrender charge of 5% or more

  1,355    6.6       1,647    8.9       1,048    5.4          1,230    5.9        
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

  1,400    6.8       1,702    9.2       1,084    5.6          1,260    6.0        

Subject to discretionary withdrawal at contract value with no surrender charge or surrender charge of less than 5%

  15,930    78.0       12,942    69.9       14,950    76.4          15,373    73.6        
 

 

  

 

  

 

  

 

 
 

 

  

 

  

 

  

 

 

Total Annuity Reserves And Deposit Liabilities

 $    20,432        100.0%   $    18,521        100.0%     $      19,556        100.0  %     $      20,886        100.0  %  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Analysis of Statement of Cash Flows

Years Ended December 31, 20112013 and 20102012

Cash and cash equivalents of $2.3 billion at December 31, 2013 decreased $879 million from $3.2 billion at December 31, 2011 increased $1.0 billion from $2.2 billion at December 31, 2010.2012.

Net cash provided by (used in) operating activities was $(938)$74 million in 20112013 as compared to the $6$(780) million in 2010. Cash flows from operating activities include such sources as premiums, investment management and advisory fees and investment

7-47


income offset by such uses as life insurance benefit payments, policyholder dividends, compensation payments and contributions to benefit plans, other cash expenditures and tax payments.

Net cash used in investing activities was $2.0 billion, $323 million higher than the $1.7 billion in 2010. The change was principally due to cash inflows related to derivatives of $1.6 billion as compared to cash outflows of $651 million in 2010. There were net purchases of $3.5 billion in 2011 as compared to $917 million in 2010.

Cash flows provided by financing activities increased $2.0 billion from $2.1 billion in 2010 to $4.0 billion in 2011. The impact of the net deposits to policyholders’ account balances was $3.6 billion and $2.7 billion in 2011 and 2010, respectively. Additional AllianceBernstein Holding units were purchased for $221 million and $235 million in 2011 and 2010, respectively.

Years Ended December 31, 2010 and 2009

Cash and cash equivalents of $2.2 billion at December 31, 2010 increased $363 million from $1.8 billion at December 31, 2009.

Net cash provided by operating activities was $6 million in 2010 as compared to the $1.4 billion in 2009.2012. Cash flows from operating activities include such sources as premiums, investment management and advisory fees and investment income offset by such uses as life insurance benefit payments, policyholder dividends, compensation payments and contributions to benefit plans, other cash expenditures and tax payments.

Net cash used in investing activities was $1.7$3.4 billion in 2010 as compared to2013, $737 million higher than the $3.0$2.7 billion cash in 2009.2012. The change was principally due to cash outflows related to derivatives of $651 million$2.5 billion in 2013 as compared to $2.6 billion$287 million in 2009.2012. There were net purchases of $917$823 million in 20102013 as compared to $200 million$2.4 billion in 2009.2012.

Cash flows provided by financing activities increaseddecreased $931 million from $3.4 billion in 2012 to $2.5 billion in 2013. The decrease resulted from a $500 million repayment of loans from affiliates in 2013, $388 million higher cash outflows from changes in collateralized assets and liabilities, $174 million lower net deposits to policyholders’ account balances ($4.3 billion in 2013 compared to $4.5 billion in 2012) and the absence of a capital contribution of $195 million recorded in 2012 from the sale of AXA Equitable’s 50% interest in a real estate joint venture to an AXA Financial subsidiary. These decreases were offset by $125 million lower AllianceBernstein Holding units purchased by AllianceBernstein to fund long-term incentive compensation plan awards ($113 million in 2013 compared to $238 million in 2012) and $128 million lower dividends to shareholders ($234 million in 2013 compared to $362 million in 2012).

Years Ended December 31, 2012 and 2011

Cash and cash equivalents were $3.2 billion at December 31, 2012 and 2011.

Net cash used in operating activities was $780 million in 2012 as compared to the $938 million in 2011. Cash flows from operating activities include such sources as premiums, investment management and advisory fees and investment income offset by such uses as life insurance benefit payments, policyholder dividends, compensation payments and contributions to benefit plans, other cash expenditures and tax payments.

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Net cash used in investing activities was $2.7 billion in 2012, $664 million higher than the $2.0 billion in 2011. The change was principally due to cash outflows related to derivatives of $287 million in 2012 as compared to cash inflows of $1.4 billion in 2011. There were net purchases of $2.4 billion in 2012 as compared to $3.4 billion in 2011.

Cash flows provided by financing activities decreased $631 million from $4.0 billion in 2011 to $3.4 billion in 2012. There was a decrease in the change in collateralized assets and liabilities of $293 million in 2012 as compared to an increase of $1.1 billion from $956 million in 2009 to $2.1 billion in 2010.2011. The impact of the net deposits to policyholders’ account balances was $2.7$4.5 billion and $1.2$3.6 billion in 20102012 and 2009,2011, respectively. Additional AllianceBernstein Holding units were purchased by AllianceBernstein to fund long-term incentive compensation plan awards for $238 million and $221 million in 2012 and 2011, respectively. In 2009, cash provided by financing included an increase related to2012, a capital contribution of $195 million was recorded from the Company’s sale of AXA Equitable’s 50% interest in a real estate property valued at $1.1 billionjoint venture to a non-insurance subsidiary ofan AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets. The $439 million after-tax excess of the property’s fair value over its carrying value was accounted for as a capital contribution to AXA Equitable.subsidiary.

AXA Equitable

Liquidity Requirements.Requirements.    AXA Equitable’s liquidity requirements principally relate to the liabilities associated with its various life insurance, annuity and group pension products; the active management of various economic hedging programs; shareholder dividends to AXA Financial; and operating expenses, including debt service. AXA Equitable’s liabilities include, among other things, the payment of benefits under life insurance, annuity and group pension products, as well as cash payments in connection with policy surrenders, withdrawals and loans.

The Company’s liquidity needs are affected by: fluctuations in mortality; other benefit payments; policyholder directed transfers from General Account to Separate Account investment options; and the level of surrenders and withdrawals previously discussed in “Results of Continuing Operations by Segment - Insurance,” as well as by cash settlements of its derivative hedging programs, debt service requirements and dividends to its shareholder. In 2013 , AXA Equitable paid $234 million in cash and transferred approximately10.9 million in Units of AllianceBernstein at book value of $113 million (fair value of $234 million) in shareholder dividends to AXA Financial. In 2012 and 2011, respectively, AXA Equitable paid $362 million and $379 million and $300 million in dividends to its parent in 2011 and 2010, respectively.shareholder dividends.

Sources of Liquidity.    The principal sources of AXA Equitable’s cash flows are premiums, deposits and charges on policies and contracts, investment income, repayments of principal and sales proceeds from its fixed maturity portfolios, sales of other General Account Investment Assets, borrowings from third parties and affiliates and dividends and distributions from subsidiaries.

AXA Equitable’s primary source of short-term liquidity to support its insurance operations is a pool of liquid, high quality short-term instruments structured to provide liquidity in excess of the expected cash requirements. At December 31, 2011,

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2013, this asset pool included an aggregate of $2.5$1.5 billion in highly liquid short-term investments, as compared to $1.4$2.5 billion at December 31, 2010.2012. In addition, a substantial portfolio of public bonds including U.S. Treasury and agency securities and other investment grade fixed maturities is available to meet AXA Equitable’s liquidity needs.

Other liquidity sources include dividends and distributions from AllianceBernstein.AllianceBernstein and other subsidiaries. In 2011,2013, the Company received cash distributions from AllianceBernstein and AllianceBernstein Holding of $169$168 million as compared to $178$114 million in 2010.2012. In 2013, the Company received cash distributions from AXA Equitable Funds Management Group LLC (“FMG”) of $335 million as compared to $278 million in 2012 as FMG began operations as a separate legal entity on May 1, 2011.

Third-party borrowings.    Since July 2008, AXA Equitable has been a member of the Federal Home Loan Bank of New York (“FHLBNY”) which provides AXA Equitable with access to collateralized borrowings and other FHLBNY products. As membership requires the ownership of member stock, AXA Equitable purchased stock to meet its membership requirement ($1113 million as of December 31, 2011)2013). The credit facility provided by FHLBNY supplements other liquidity sources and provides a diverse and reliable source of funds. Any borrowings from the FHLBNY require the purchase of FHLBNY activity-based stock equal to 4.5% of the borrowings. AXA Equitable’s borrowing capacity with FHLBNY is $1.0 billion. As a member of FHLBNY, AXA Equitable can receive advances for which it would be required to pledge qualified mortgage-backed assets and government securities as collateral. At December 31, 2011,2013, there were no outstanding borrowings from FHLBNY.

In December 1995, AXA Equitable issued a $200 million callable 7.7% surplus note in exchange for cash to third parties. The note pays interest semi-annually and matures on December 1, 2015.

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At December 31, 2011,2013, AXA Equitable had no short-term debt outstanding.

Affiliated barrowings.borrowings.    In NovemberDecember 2008, AXA Financial purchasedEquitable issued a $500 million callable 7.1% surplus note fromto AXA Equitable. The note pays interest semi-annually and matures on December 1, 2018.

In December 2008, AXA Financial purchased a $500 million callable 7.1% surplus note from AXA Equitable.Financial. The note pays interest semi-annually and matures on December 1, 2018.

In November 2008, AXA Equitable issued a $500 million callable 7.1% surplus note to AXA Financial. The note paid interest semi-annually and was scheduled to mature on December 1, 2018. In June 2013, AXA Equitable repaid this note at par value plus interest accrued to AXA Financial.

In 2005, AXA Equitable issued a $325 million callable 6.0% surplus note to AXA Financial in the amount of $325Financial. The note pays interest semi-annually and matures on December 1, 2035.

Affiliated loans.    In third quarter 2013, AXA Equitable purchased, at fair value, AXA Arizona’s $50 million withnote receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 6.0%5.4% and a maturity date ofmatures on December 1, 2035. Interest on this note is payable semi-annually.15, 2020.

Affiliated loans.In June 2009, AXA Equitable sold a real estate property valued at $1.1 billion to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property. The $439 million after-tax excess of the real estate property fair value over its carrying value was accounted for as a capital contribution to AXA Equitable.

In September 2007, AXA issuedEquitable purchased a $650 million in 5.4% Senior Unsecured Notes to AXA Equitable. These notes payNote from AXA. The note pays interest semi-annually and was scheduled to mature on September 30, 2012. In March 2011, the maturity date of the note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

Off Balance Sheet Transactions.    At December 31, 20112013 and 2010,2012, AXA Equitable was not a party to any off balance sheet transactions other than those guarantees and commitments described in Notes 10 and 1716 of Notes to Consolidated Financial Statements.

Guarantees and Other Commitments.    AXA Equitable had approximately $18 million of undrawn letters of credit related to reinsurance as well as $423$504 million and $137$595 million of commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively, at December 31, 2011.2013.

Statutory Regulation, Capital and Dividends.    AXA Equitable is subject to the regulatory capital requirements of its place of domicile, which are designed to monitor capital adequacy. The level of an insurer’s required capital is impacted by many factors including, but not limited to, business mix, product design, sales volume, invested assets, liabilities, reserves and movements in the capital markets, including interest rates and equity markets. At December 31, 2011,2013, the total adjusted

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capital was in excess of its regulatory capital requirements and management believes that AXA Equitable has (or has the ability to meet) the necessary capital resources to support its business.

The Company currently reinsures to AXA BermudaArizona a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. AXA BermudaArizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under UL insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. The reinsurance arrangements with AXA BermudaArizona provide important capital management benefits to AXA Equitable. AXA Equitable receives statutory reserve credits for reinsurance treaties with AXA BermudaArizona to the extent AXA BermudaArizona holds assets in an irrevocable trust ($8.86.8 billion at December 31, 2011)2013) and/or letters of credit ($1.93.3 billion at December 31, 2011)2013). These letters of credit are guaranteed by AXA. Under the reinsurance transactions, AXA BermudaArizona is permitted to transfer assets from the Trust under certain circumstances. The level of statutory reserves held by AXA BermudaArizona fluctuate based on market movements, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could adversely impact AXA Bermuda’sArizona’s liquidity. For additional information, see “Item 1A – Risk Factors”.

AXA Equitable monitors its regulatory capital requirements on an ongoing basis taking into account the prevailing conditions in the capital markets. Lower interest rates and/or poor equity market performance both of which have been experienced recently, increase the reserve requirements and capital needed to support the variable annuity guarantee business. While future capital requirements will depend on future market conditions, including regulations related to AXA Bermuda,Arizona, management believes that AXA Equitable will continue to have the ability to meet the capital requirements necessary to support its business. For additional information, see “Item 1A – Risk Factors”.

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Several states, including New York, regulate transactions between an insurer and its affiliates under insurance holding company acts. These acts contain certain reporting requirements and restrictions on provision of services and on transactions, such as intercompany service agreements, asset transfers, reinsurance, loans and shareholder dividend payments by insurers. Depending on their size, such transactions and payments may be subject to prior notice to, or approval by, the insurance department of the applicable state.

AXA Equitable is restricted as to the amounts it may pay as dividends to AXA Financial. Under the applicable states’New York insurance law, a domestic life insurer may, without prior approval of the Superintendent of the NYSDFS, pay a dividend to its shareholders not exceeding an amount calculated based on a statutory formula. This formula would permit AXA Equitable to pay shareholder dividends not greater than $363$382 million during 2012.2014. Payment of dividends exceeding this amount requires the insurer to file notice of its intent to declare such dividends with the Superintendent of the NYSDFS, who then has 30 days to disapprove the distribution. In 2013, AXA Equitable paid $234 million in cash and transferred approximately 10.9 million in Units of AllianceBernstein at fair value of $234 million in shareholder dividends to AXA Financial. In 2012 and 2011, respectively, AXA Equitable paid $362 million and $379 million ofin shareholder dividends during 2011.dividends.

For 2011, 20102013, 2012 and 2009,2011, respectively, AXA Equitable’s statutory net income (loss) totaled $967$(28) million, $(510)$602 million and $1.8 billion.$967 million. Statutory surplus, capital stock and Asset Valuation Reserve totaled $4.8$4.4 billion and $4.2$5.2 billion at December 31, 20112013 and 2010,2012, respectively.

For additional information, see “Item 1 – Business – Regulation” and “Item 1A – Risk Factors”.

AllianceBernstein

AllianceBernstein’s primary sources of liquidity have been cash flows from operations, the issuance of commercial paper and proceeds from sales of investments. AllianceBernstein requires financial resources to fund distributions to its General Partner and Unitholders, capital expenditures, repayments of commercial paper and purchases of Holding Units to fund deferred compensation plans.

Debt and Credit Facilities

At December 31, 20112013 and 2010,2012, AllianceBernstein had $445$268 million and $225$323 million, respectively, in commercial paper outstanding with weighted average interest rates of approximately 0.2%0.3% and 0.3%0.5%, respectively. The commercial paper and

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amounts outstanding under the 2010 AB Credit Facility, described below, are short-termis short term in nature, and as such, recorded value is estimated to approximate fair value. Average daily borrowings of commercial paper during 20112013 and 20102012 were $274$282 million and $104$405 million, respectively, with weighted average interest rates of approximately 0.2% for both years.0.3% and 0.4%, respectively.

In December 2010, AllianceBernstein entered intohas a $1.0 billon committed, unsecured three-year senior revolving credit facility (the “2010 AB“AB Credit Facility”) with a group of commercial banks and other lenders, in an original principal amount of $1.0 billion with SCB LLC as an additional borrower.

which matures on January 17, 2017. The 2010 AB Credit Facility replaced AllianceBernstein’s existing $1.95 billionprovides for possible increases in the principal amount by up to an aggregate incremental amount of committed credit lines (comprised of two separate lines – a $1.0 billion committed, unsecured revolving credit facility on behalf of AllianceBernstein, which had a scheduled expiration date of February 17, 2011, and SCB LLC’s $950$250 million, committed, unsecured revolving credit facility, which had a scheduled expiration date of January 25, 2011), both of which were terminated uponany such increase being subject to the effectivenessconsent of the 2010 AB Credit Facility. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the 2010 AB Credit Facility.

affected lenders. The 2010 AB Credit Facility is available for AllianceBernstein’s and SCB LLC’s business purposes, including the support of AllianceBernstein’s $1.0 billion commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the 2010 AB Credit Facility and AllianceBernstein management expects to draw on the 2010 AB Credit Facility from time to time. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.

The 2010 AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. We areAs of December 31, 2013, AllianceBernstein was in compliance with these covenants. The 2010 AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvencyinsolvency- or bankruptcy relatedbankruptcy-related events of default, all amounts payable under the 2010 AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

The 2010 AB Credit Facility provides for possible increases in principal amount by up to an aggregate incremental amount of $250 million (“accordion feature”) any such increase being subject to the consent of the affected lenders. Amounts under the 2010 AB Credit Facility may be borrowed, repaid and re-borrowed by AllianceBernsteinus from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by AllianceBernsteinus are permitted at any time without fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the 2010 AB Credit Facility bear interest at a rate per annum, which will be, at our option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AllianceBernstein, plus one of the following indexes: LIBOR;London Interbank Offered Rate; a floating base rate; or the Federal Funds rate.

On January 17, 2012, the 2010 AB Credit Facility was amended and restated. The principal amount was amended to $900 million from the original principal amount of $1.0 billion. Also, the amendment increased the accordion feature from $250 million to $350 million. In addition, the maturity date of the 2010 AB Credit Facility has been extended from December 9, 2013 to January 17, 2017. There were no other significant changes in terms and conditions included in this amendment.

As of December 31, 20112013 and 2010,2012, we had no amounts were outstanding under the 2010 AB Credit Facility. Average daily borrowings under the 2010 AB Credit Facility outstanding during 2011 and 2010 were $0 million and $66 million, respectively, with weighted average interest rates of approximately 1.3% and 0.3%, respectively.

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In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit us to borrow up to an aggregate of approximately $200 million, with AllianceBernstein named as an additional borrower, while three lines have no stated limit.

As of December 31, 20112013 and 2010, AllianceBernstein2012, we had no uncommitted bank loans outstanding. Average daily borrowings of uncommitted bank loans during 20112013 and 20102012 were $6 million and $2$18 million, respectively, with weighted average interest rates of approximately 1.0% and 1.3% for 2013 and 1.5%,2012, respectively.

AllianceBernstein’s financial condition and access to public and private debt markets should provide adequate liquidity for itsAllianceBernstein’s general business needs. AllianceBernstein’s Management believes that cash flow from operations and the issuance of debt and AllianceBernstein

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Units or Holding Units will provide AllianceBernstein with the resources necessary to meet its financial obligations. For further information, see AllianceBernstein’s Annual Report on Form 10-K for the year ended December 31, 2011.2013.

Other AllianceBernstein Transactions

AllianceBernstein engages in open-market purchases of AllianceBernstein Holding unitsL.P. (“AB Holding”) Units (“Holding units”) to help fund anticipated obligations under its incentive compensation award program, andfor purchases of Holding unitsUnits from employees and other corporate purposes. During 2013 and 2012, AllianceBernstein purchased 5.2 million and 15.7 million Holding Units for $111 million and $239 million respectively. These amounts reflect open-market purchases of 1.9 million and 12.3 million Holding Units for $39 million and $182 million, respectively, with the remainder relating to purchases of Holding Units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards. During 2011 and 2010, AllianceBernstein purchased 13.5 million and 8.8 million Holding units for $221 million and $226 million respectively. These amounts reflect open-market purchases of 11.1 million and 7.4 million Holding units for $192 million and $195 million, respectively, with the remainder relating to employee tax withholding purchases,awards, offset by Holding unitsUnits purchased by employees as part of a dividenddistribution reinvestment election. AllianceBernstein intends to continue to engage in open-market purchases of Holding units to help fund anticipated obligations under its incentive compensation award program.

AllianceBernstein granted 1.7to employees and Eligible Directors 13.9 million and 13.1(including 6.5 million restricted Holding unit awardsunits granted in December 2013 for 2013 year-end rewards and 6.5 million granted in January 2013 for 2012 year-end awards). During 2012, AllianceBernstein granted to employees duringand Eligible Directors 12.1 million restricted Holding awards (including 8.7 million granted in January 2012 for 2011 and 2010, respectively. To fundyear-end awards). Prior to third quarter 2013, AllianceBernstein funded these awards AB Holding allocatedby allocating previously repurchased Holding units that had been held in theits consolidated rabbi trust. In 2010,December 2013, AB Holding newly issued 3.23.9 million Holding units to fund the restricted Holding units awards granted in December 2013.

Effective July 1, 2013, management of AllianceBernstein and AllianceBernstein used 9.9 million, previously repurchasedHolding L.P. (“AB Holding”) retired all unallocated Holding units in AllianceBernstein’s consolidated rabbi trust. To retire such units, AllianceBernstein delivered the unallocated Holding units held in theits consolidated rabbi trust.

The 2011trust to AB Holding in exchange for the same amount of AllianceBernstein units. Each entity then retired its respective units. As a result, on July 1, 2013, each of AllianceBernstein’s and AB Holding’s units outstanding decreased by approximately 13.1 million units. AllianceBernstein and AB Holding intend to retire additional units as AllianceBernstein purchases Holding units on the open market or from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards, if such units are not required to fund new employee awards in the near future. If a sufficient number of Holding units is not available in the rabbi trust to fund new awards, AB Holding will issue new Holding units in exchange for newly-issued AllianceBernstein units, as was done in December 2013.

The 2012 long-term incentive compensation awards allowed most employees to allocate their award between restricted Holding units and deferred cash. As a result, the 8.86.5 million restricted Holding unitsunit awards for the December 20112012 awards were issued fromawarded and allocated as such within the consolidated rabbi trust in January 2012.January. There were approximately 13.6 million and 6.217.9 million unallocated Holding units remaining in the consolidated rabbi trust as of December 31, 20112012. The purchases and January 31, 2012, respectively. The 2011 awards were not issued until January 2012; therefore the Company’s ownership percentage was not impacted at December 31, 2011.

In 2009, AllianceBernstein awarded 9.8 million restricted AllianceBernstein Holding L.P. (“AB Holding”) units (“Holding units”) in connection with compensation plans for senior officers and employees and in connection with certain employee’s employment and separation agreements. The restrictedissuances of Holding units had grant date fair values ranging from $16.79 to $28.38 and vest overresulted in an increase of $60 million in Capital in excess of par value during 2012 with a period ranging between two and five years.corresponding decrease of $60 million in Noncontrolling interest.

Off-Balance Sheet Arrangements

AllianceBernstein hashad no off-balance sheet arrangements other than the guarantees that are discussed below.

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Guarantees

Under various circumstances, AllianceBernstein guarantees the obligations of its consolidated subsidiaries.

AllianceBernstein maintains a guarantee in connection with the $1.0 billion 2010 AB Credit Facility, as amended and restated to $900 million in January 2012.Facility. If SCB LLC is unable to meet its obligations, AllianceBernstein will pay the obligations when due or on demand. In addition, AllianceBernstein maintains guarantees totaling $400 million for three of SCB LLC’s uncommitted lines of credit.

AllianceBernstein maintains guaranteesa guarantee with a commercial bank, under which we guarantee $325 million ofit guarantees the obligations in the ordinary course of business of SCBL. During January 2012, this guarantee was replaced with an unlimited guarantee.SCB LLC, SCBL and AllianceBernstein Holdings (Cayman) Ltd. AllianceBernstein also maintains twothree additional guarantees with other commercial banks, under which it guarantees $295approximately $448 million of obligations for SCBL. In the event SCB LLC, SCBL or AllianceBernstein Holdings (Cayman) Ltd. is unable to meet its obligations, AllianceBernstein will pay the obligations when due.due or on demand.

AllianceBernstein also has three smaller guarantees with a commercial bank totaling approximately $3 million, under which it guarantees certain obligations in the ordinary course of business of two foreign subsidiaries.

AllianceBernstein has not been required to perform under any of the above agreements and currently has no liability in connection with these agreements.

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SUPPLEMENTARY INFORMATION

The Company is involved in a number of ventures and transactions with AXA and certain of its affiliates:

 

At December 31, 2011,2013, AXA Equitable had outstanding $650 million of 5.70%5.7% senior unsecured notes issued by AXA affiliates and a $400 million 8.0% mortgage note from a non-insurance subsidiary of AXA Financial.

 

AllianceBernstein provides investment management and related services to AXA, AXA Financial and AXA Equitable and certain of their subsidiaries and affiliates. During first quarter 2011 AXA sold its 50% interest in its consolidated Australian joint venture to an unaffiliated third party as part of a larger transaction. On March 31, 2011 AllianceBernstein purchased that 50% interest from an unaffiliated third party making the Australian entity an indirect wholly-owned subsidiary of AllianceBernstein. Investment advisory and service fees earned by this joint venture were approximately $9 million $37 million and $41 million in 2011, 2010 and 2009, respectively, of which approximately $3 million, $13 million and $14 million, respectively, were from AXA affiliates and $1 million, $4 million and $4 million, respectively, were attributed to noncontrolling interest.

 

AXA Financial, AXA Equitable and AllianceBernstein, along with other AXA affiliates, participate in certain cost sharing and servicing agreements, which include technology and professional development arrangements. Payments by AXA Equitable and AllianceBernstein to AXA under such agreements totaled approximately $55 million, $50 million and $47 million $52 millionin 2013, 2012 and $45 million in 2011, 2010 and 2009, respectively. Payments by AXA and AXA affiliates to the Company under such agreements totaled approximately $24 million, $26 million and $22 million $60 millionin 2013, 2012 and $56 million in 2011, 2010 and 2009, respectively. Included in the payments by AXA and AXA affiliates to the Company were $13$15 million, $46$17 million and $46$13 million from AXA Technology Services America, Inc. (“AXA Tech”) for 2011, 20102013, 2012 and 2009,2011, respectively. The Company provided and paid for certain services at cost on behalf of AXA Tech; these costs which totaled $110 million, $111 million and $105 million $108 millionfor 2013, 2012 and $107 million for 2011, 2010 and 2009, respectively, offset the amounts AXA Financial Group were charged in those years for services provided by AXA Tech.

See Notes 10, 11, 12 and 1716 of Notes to the Consolidated Financial Statements contained elsewhere herein and AllianceBernstein’s Report on Form 10-K for the year ended December 31, 20112013 for information on related party transactions.

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A schedule of future payments under certain of the Company’s consolidated contractual obligations follows:

Contractual Obligations - December 31, 20112013

 

       Payments Due by Period 
   Total   Less than
1 year
   1 - 3 years   4 - 5 years   Over
5 years
 
   (In Millions) 

Contractual obligations:

          

Policyholders liabilities - policyholders’ account balances, future policy benefits and other policyholders liabilities(1)

  $119,762    $2,931    $6,104    $7,464    $103,263  

Long-term debt

   200     -     -     200     -  

AllianceBernstein commercial paper

   445     445     -     -     -  

Interest on long-term debt

   61     15     31     15     -  

Loans from affiliates

   1,325     -     -     -     1,325  

Interest on loans from affiliates

   965     91     181     181     512  

Operating leases, net of subleases

   2,723     204     419     405     1,695  

AllianceBernstein Funding commitments

   69     23     41     5     -  

Employee benefits

   1,939     201     403     396     939  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Contractual Obligations

  $    127,489    $    3,910    $    7,179    $    8,666    $    107,734  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

                                                                                                         
     Payments Due by Period 
  Total  Less than
1 year
  1 - 3 years  4 - 5 years  Over
5 years
 
  (In Millions) 

Contractual obligations:

     

Policyholders liabilities - policyholders’ account balances, future policy benefits and other policyholders liabilities(1)

 $97,146    $1,350   $4,222   $5,615   $85,959  

Long-term debt

  200        200          

Interest on long-term debt

  31    15    16          

Loans from affiliates

  825            825      

Interest on loans from affiliates

  607    55    110    110    332  

Operating leases, net of subleases

  1,726    176    330    304    916  

AllianceBernstein Funding commitments

  23       19          

Employee benefits

  1,803    189    388    373    853  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Contractual Obligations

 $5,215   $439   $1,063   $1,612   $2,101  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

7-53Policyholders liabilities represent estimated cash flows out of the General Account related to the payment of death and disability claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on Separate Account funded contracts, matured endowments, benefits under accident and health contracts, policyholder dividends and future renewal premium-based and fund-based commissions offset by contractual future premiums and deposits on in-force contracts. These estimated cash flows are based on mortality, morbidity and lapse assumptions comparable with the Company’s experience and assume market growth and interest crediting consistent with assumptions used in amortizing DAC. These amounts are undiscounted and, therefore, exceed the Policyholders’ account balances and Future policy benefits and other policyholder liabilities included in the consolidated balance sheet included elsewhere herein. They do not reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates (see “Critical Accounting Estimates – Future Policy Benefits”). Separate Accounts liabilities have been excluded as they are legally insulated from General Account obligations and will be funded by cash flows from Separate Accounts assets.


(1)

Policyholders liabilities represent estimated cash flows out of the General Account related to the payment of death and disability claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on Separate Account funded contracts, matured endowments, benefits under accident and health contracts, policyholder dividends and future renewal premium-based and fund-based commissions offset by contractual future premiums and deposits on in-force contracts. These estimated cash flows are based on mortality, morbidity and lapse assumptions comparable with the Company’s experience and assume market growth and interest crediting consistent with assumptions used in amortizing DAC. These amounts are undiscounted and, therefore, exceed the Policyholders’ account balances and Future policy benefits and other policyholder liabilities included in the consolidated balance sheet included elsewhere herein. They do not reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates (see “Critical Accounting Estimates – Future Policy Benefits”). Separate Accounts liabilities have been excluded as they are legally insulated from General Account obligations and will be funded by cash flows from Separate Accounts assets.

Unrecognized tax benefits of $550$712 million including $4 million related to AllianceBernstein were not included in the above table because it is not possible to make reasonably reliable estimates of the occurrence or timing of cash settlements with the respective taxing authorities.

During 2009, AllianceBernstein entered into a subscription agreement under which it committed to invest up to $40$35 million, as amended in 2011, in a venture capital fund over a six-year period. In December 2011, AllianceBernstein sold 12.5% of its funded interest and commitment to an unaffiliated third party for $2 million. As of December 31, 2011,2013, AllianceBernstein had funded $14 million, net of the sales proceeds, of its revised commitment of $35 million.

Also during 2009, AllianceBernstein was selected by the U.S. Treasury Department as one of nine pre-qualified investment managers under the Public-Private Investment Program. As part of the program, each investment manager is required to invest a minimum of $20 million in the Public-Private Investment Fund they manage. As of December 31, 2011, AllianceBernstein funded $18$25 million of this commitment.

During 2010, as general partner of the AllianceBernstein U.S. Real Estate L.P. (the “RealFund, AllianceBernstein committed to invest $25 million in the Real Estate Fund”),Fund. As of December 31, 2013, AllianceBernstein had funded $12 million of this commitment.

During 2012, AllianceBernstein entered into an investment agreement under which it committed to invest up to 2.5% of the capital of the Real Estate Fund up to$8 million in an oil and gas fund over a maximum of $50 million.three-year period. As of December 31, 2011,2013, AllianceBernstein had funded $4$8 million of this commitment.

At year-end 2011,2013, AllianceBernstein had a $503$314 million accrual for compensation and benefits, of which $248$182 million is expected to be paid in 2012, $1882014, $77 million in 2013-2014, $372015 and 2016, $24 million in 2015-20162017-2018 and the rest thereafter. Further, AllianceBernstein expects to make contributions to its qualified profit sharing plan of approximately $14$13 million in each of the next four years. AllianceBernstein currently estimateestimates it will make a contribution of $6 million to its qualified pension plan during 2012.2014.

7-52


In addition, the Company has obligations under contingent commitments at December 31, 2011,2013, including: AllianceBernstein’s revolving credit facility and commercial paper program; AXA Equitable had $18 million undrawn letters of credit; as well as the Company’s $423$504 million and $137$595 million commitments under equity financing arrangements to certain limited partnership and existing mortgage loan agreements, respectively. Information on these contingent commitments can be found in Notes 10, 1716 and 1817 of Notes to Consolidated Financial Statements.

 

7-547-53


Part II, Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The Company’s businesses are subject to financial, market, political and economic risks, as well as to risks inherent in its business operations. The discussion that follows provides additional information on market risks arising from its insurance asset/liability management and asset management activities. Such risks are evaluated and managed by each business on a decentralized basis. Primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit quality.

Insurance Group

Insurance Group results significantly depend on profit margins or “spreads” between investment results from assets held in the General Account (“General Account Investment Assets”) and interest credited on individual insurance and annuity products. Management believes its fixed rate liabilities should be supported by a portfolio principally composed of fixed rate investments that generate predictable, steady rates of return. Although these assets are purchased for long-term investment, the portfolio management strategy considers them available for sale in response to changes in market interest rates, changes in prepayment risk, changes in relative values of asset sectors and individual securities and loans, changes in credit quality outlook and other relevant factors. See the “Investments” section of Note 2 of Notes to Consolidated Financial Statements for the accounting policies for the investment portfolios. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risks. Insurance asset/liability management includes strategies to minimize exposure to loss as interest rates and economic and market conditions change. As a result, the fixed maturity portfolio has modest exposure to call and prepayment risk and the vast majority of mortgage holdings are fixed rate mortgages that carry yield maintenance and prepayment provisions.

Investments with Interest Rate Risk – Fair Value.Value.    Insurance Group assets with interest rate risk include fixed maturities and mortgage loans that make up 83.0%87.0% of the carrying value of General Account Investment Assets at December 31, 2011.2013. As part of its asset/liability management, quantitative analyses are used to model the impact various changes in interest rates have on assets with interest rate risk. The table that follows shows the impact an immediate 100 basis pointBP increase in interest rates at December 31, 20112013 and 20102012 would have on the fair value of fixed maturities and mortgage loans:

Interest Rate Risk Exposure

 

                                                                                                            
  December 31, 2013   December 31, 2012 
  Fair
Value
   Balance After
+100 BP
Change
   Fair
Value
   Balance After
+100 BP
Change
 
  December 31, 2011   December 31, 2010 
  Fair Value   Balance After
+100 Basis
Point Change
   Fair Value   Balance After
+100 Basis
Point Change
   (In Millions) 
  (In Millions) 

Insurance Group:

                

Fixed maturities:

                

Fixed rate

  $        32,661    $        30,722    $        29,475    $        28,086    $33,357   $31,511   $35,463   $33,223 

Floating rate

   383     382     405     399     533    529    754    750 

Mortgage loans

   4,839     4,683     4,080     3,946     6,114    5,838    5,651    5,461 

A 100 BP increase in interest rates is a hypothetical rate scenario used to demonstrate potential risk; it does not represent management’s view of future market changes. While these fair value measurements provide a representation of interest rate sensitivity of fixed maturities and mortgage loans, they are based on various portfolio exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

 

7A-1


Investments with Equity Price Risk – Fair Value.Value.    The investment portfolios also have direct holdings of public and private equity securities. The following table shows the potential exposure from those equity security investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing at December 31, 20112013 and 2010:2012:

Equity Price Risk Exposure

 

   December 31, 2011   December 31, 2010 
   Fair Value   Balance After
-10% Equity
Price Change
   Fair Value   Balance After
-10% Equity
Price Change
 
   (In Millions) 

Insurance Group

  $        53    $        47    $        49    $        44  
                                                                                                
   December 31, 2013  December 31, 2012 
   Fair
Value
  Balance After
-10% Equity
Price Change
  Fair
Value
  Balance After
-10% Equity
Price Change
 
   (In Millions) 

Insurance Group

  $29  $26  $67  $61 

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent management’s view of future market changes. The fair value measurements shown are based on the equity securities portfolio exposures at a particular point in time and these exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

Liabilities with Interest Rate Risk – Fair Value.Value. At December 31, 20112013 and 2010,2012, respectively, the aggregate carrying values of policyholders’ liabilities were $47.6$52.0 billion and $43.6$50.9 billion, approximately $43.2 billion and $39.8$44.1 billion of which liabilities are reactive to interest rate fluctuations. The aggregate fair value of such liabilities at years end 20112013 and 20102012 were $60.4$48.2 billion and $45.9$60.9 billion, respectively. The impact of a relative 1% decrease in interest rates would be an increase in the fair value of those liabilities of $6.1$4.4 billion and $5.1$7.2 billion, respectively. While these fair value measurements provide a representation of the interest rate sensitivity of policyholders’ liabilities, they are based on the composition of such liabilities at a particular point in time and may not be representative of future results.

Asset/liability management is integrated into many aspects of the Insurance Group’s operations, including investment decisions, product development and determination of crediting rates. As part of its risk management process, numerous economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine if existing assets would be sufficient to meet projected liability cash flows. Key variables include policyholder behavior, such as persistency, under differing crediting rate strategies.

At December 31, 20112013 and of 2010,2012, the aggregate fair value of long-term debt issued by AXA Equitable was $220$225 million and $228$236 million, respectively. The table below shows the potential fair value exposure to an immediate 100 BP decrease in interest rates from those prevailing at the end of 20112013 and of 2010.2012.

Interest Rate Risk Exposure

 

                                                                                                
  December 31, 2013   December 31, 2012 
  Fair
Value
   Balance After
-100 BP
Change
   Fair
Value
   Balance After
-100 BP
Change
 
  December 31, 2011   December 31, 2010 
  Fair Value   Balance After
-100 Basis
Point Change
   Fair Value   Balance After
-100 Basis
Point
Change
   (In Millions) 
  (In Millions) 

Continuing Operations:

                

Fixed rate

  $        220    $        228    $        228    $        238    $225   $229   $236   $243 

Derivatives and Interest Rate and Equity Risks – Fair Value.Value.    The Company primarily uses derivative contracts for asset/liability risk management, to mitigate the Company’s exposure to equity market decline and interest rate fluctuationsrisks and for hedging individual securities. In addition, the Company periodically enters into forward, exchange-traded futures and interest rate swap, swaptionswaptions, floor contracts and floor contractscredit default swaps to reduce the economic impact of movements in the equity and fixed income markets, including the program to hedge certain risks associated with the GMDB and GMIB features of the Accumulator® series of annuity products. As more fully described in Notes 2 and 3 of Notes to Consolidated Financial Statements, various traditional derivative financial instruments are used to achieve these objectives, including interest rate floors to hedge crediting rates on interest-sensitive individual annuity contracts, interest rate futures to protect against declines in interest rates between receipt of funds and purchase of appropriate assets, interest rate swaps to modify the duration and cash flows of fixed maturity investments and long-term debt and open exchange-traded options to mitigate the adverse effects of equity

 

7A-2


adverse effects of equity market declines on the Company’s statutory reserves. In addition, the Company periodically enters into forward, exchange-traded futures and interest rate swap, swaption and floor contracts to reduce the economic impact of movements in the equity and fixed income markets, including the program to hedge certain risks associated with the GMDB and GMIB features of the Accumulator® series of annuity products. To minimize credit risk exposure associated with its derivative transactions, each counterparty’s credit is appraised and approved and risk control limits and monitoring procedures are applied. Credit limits are established and monitored on the basis of potential exposures that take into consideration current market values and estimates of potential future movements in market values given potential fluctuations in market interest rates. In addition, beginningTo reduce credit exposures in 2008,over-the-counter (“OTC”) derivative transactions the Company generally enters into master agreements that provide for a netting of financial exposures with the counterparty and allow for collateral arrangements. The Company further controls and minimizes its counterparty exposure through a credit appraisal and approval process. Under the ISDA Master Agreement, the Company generally has executed various collateral arrangementsa Credit Support Annex (“CSA”) with counterparties to over-the-countereach of its OTC derivative transactionscounterparties that require both the pledgingposting and accepting of collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agency securities.agencies.

Mark to market exposure is a point-in-time measure of the value of a derivative contract in the open market. A positive value indicates existence of credit risk for the Company because the counterparty would owe money to the Company if the contract were closed. Alternatively, a negative value indicates the Company would owe money to the counterparty if the contract were closed. If there is more than one derivative transaction outstanding with a counterparty, a master netting arrangement exists with the counterparty. In that case, the market risk represents the net of the positive and negative exposures with the single counterparty. In management’s view, the net potential exposure is the better measure of credit risk.

 

7A-3


At years end 2011December 31, 2013 and 2010,2012, the net fair values of the Company’s derivatives were $1,539$967 million and $542$1,168 million, respectively. The table that follows shows the interest rate or equity sensitivities of those derivatives, measured in terms of fair value. These exposures will change as a result of ongoing portfolio and risk management activities.

Insurance Group - Derivative Financial Instruments

 

          Interest Rate Sensitivity           Interest Rate Sensitivity 
  Notional
Amount
   Weighted
Average
Term
(Years)
   Balance After
-100 Basis
Point Change
   Fair Value   Balance After
+100 Basis
Point Change
   Notional
    Amount    
       Weighted    
Average
Term
(Years)
       Balance After    
-100 BP
Change
   Fair
Value
       Balance After    
+100 BP
Change
 
  (In Millions, Except for Weighted Average Term) 

December 31, 2011

          
  (In Millions, Except for Weighted Average Term) 

December 31, 2013

          

Floors

    $2,400      3.0     $238       $193       $139    

Swaps

   10,041      3.0    1,076      12      (865)    

Futures

   10,764           287      -      (185)    
  

 

     

 

   

 

   

 

 

Total

    $23,205         $1,601       $205       $(911)    
  

 

     

 

   

 

   

 

 

December 31, 2012

          

Floors

   $3,000     5.3     $416     $327     $248      $2,700      4.2   $327       $291       $216    

Swaps

   9,695     7.9     613     187     (182)     18,130      8.0    1,069      203      (551)    

Futures

   11,983     0.2     842          (732)     14,033      0.3    634      -      (503)    

Swaptions

   7,353     2.4     2,012     1,029     523     7,608      2.7    1,507      502      125    
  

 

     

 

   

 

   

 

   

 

     

 

   

 

   

 

 

Total

   $        32,031       $        3,883     $        1,542     $        (144)      $42,471         $3,537       $996       $(713)    
  

 

     

 

   

 

   

 

   

 

     

 

   

 

   

 

 

December 31, 2010

          

Floors

   $9,000     4.0     $453     $326     $241  

Swaps

   5,234     8.6     428     67     (260)  

Futures

   5,151     0.2     290          (256)  

Swaptions

   4,479     5.0     427     171     65  
  

 

     

 

   

 

   

 

 

Total

   $23,864       $1,598     $564     $(210)  
  

 

     

 

   

 

   

 

 
              Equity Sensitivity 
              Fair Value   Balance after
-10% Equity
Price Shift
 

December 31, 2011

          

Futures

   $6,332         $     $588  

Swaps

   745         (10)     65  

Options

   1,211         6     (24)  
  

 

       

 

   

 

 

Total

   $8,288         $(4)     $629  
  

 

       

 

   

 

 

December 31, 2010

          

Futures

   $3,755         $     $325  

Swaps

   705         (26)     44  

Options

   1,070         4     3  
  

 

       

 

   

 

 

Total

   $5,530         $(22)     $372  
  

 

       

 

   

 

 

                                                                                                            
                 Equity Sensitivity 
                 Fair
Value
   Balance after
-10% Equity
Price Shift
 

December 31, 2013

            

Futures

    $4,872      -          $-        $435   

Swaps

   1,208      1        (48)       89   

Options

   7,506      3        462       279   
  

 

 

         

 

 

   

 

 

 

Total

    $13,586             $414        $803   
  

 

 

         

 

 

   

 

 

 

December 31, 2012

            

Futures

    $6,098             $-        $574   

Swaps

   875            (52)       49   

Options

   3,492            224       124   
  

 

 

         

 

 

   

 

 

 

Total

    $10,465             $172        $747   
  

 

 

         

 

 

   

 

 

 

In addition to the freestanding derivatives discussed above, the Company has entered into reinsurance contracts to mitigate the risk associated with the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts. These reinsurance contracts are considered derivatives under the guidance on derivatives and hedging and were reported at their fair values of $10.5$6.7 billion and $4.6$11.0 billion at December 31, 20112013 and 2010,2012, respectively. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing at December 31, 20112013 and 2010,2012, respectively, would increase the balances of thesethe reinsurance contractscontract asset to $11.4$7.6 billion and $5.4$11.9 billion. Also, the SCS, SIO, MSO, IUL, GIB, GWBL and other feature’s liability associated with certain annuity contracts is similarly considered to be a derivative for accounting purposes and was reported at its fair value of $227 millionvalue. The liability for SCS, SIO, MSO, IUL, GIB and $38GWBL and other features was $346 million at December 31, 20112013 and 2010, respectively.the liability for GIB and GWBL and other features was $265 million at December 31, 2012. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing at December 31, 20112013 and 2010,2012, respectively, would be to increase the liability balance to $282$292 million and $70$342 million.

 

7A-4


Investment Management

AllianceBernstein’s investments consist of trading and available-for-sale investments and other investments. AllianceBernstein’s trading and available-for-sale investments include U.S. Treasury bills and equity and fixed income mutual funds investments. Trading investments are purchased for short-term investment, principally to fund liabilities related to deferred compensation plans and to seed new investment services. Although available-for-sale investments are purchased for long-term investment, the portfolio strategy considers them available-for-sale from time to time due to changes in market interest rates, equity prices and other relevant factors. Other investments include investments in hedge funds sponsored by AllianceBernstein and other private investment vehicles.

Investments with Interest Rate Risk – Fair Value.Value.    The table below provides AllianceBernstein’s potential exposure with respect to its fixed income investments, measured in terms of fair value, to an immediate 100 BP increase in interest rates at all maturities from the levels prevailing at December 31, 20112013 and 2010:2012:

Interest Rate Risk Exposure

 

                                                                                                
  December 31, 2013   December 31, 2012 
  Fair
Value
   Balance After
+100 BP
Point
   Fair
Value
   Balance After
+100 BP
Change
 
  December 31, 2011   December 31, 2010 
  Fair Value   Balance After
+100 Basis
Point Change
   Fair Value   Balance After
+100 Basis
Point
Change
   (In Millions) 
  (In Millions) 

Fixed Income Investments:

                

Trading

  $        172    $        163    $        208    $        198    $237   $224   $207   $197 

Available-for-sale and other investments

   7     7     7     6     -    -     6    6 

Such a fluctuation in interest rates is a hypothetical rate scenario used to calibrate potential risk and does not represent AllianceBernstein management’s view of future market changes. While these fair value measurements provide a representation of interest rate sensitivity of its investments in fixed income mutual funds and fixed income hedge funds, they are based on AllianceBernstein’s exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing changes in investments in response to AllianceBernstein management’s assessment of changing market conditions and available investment opportunities.

Investments with Equity Price Risk – Fair Value.Value.    AllianceBernstein’s investments include investments in equity mutual funds and equity hedge funds. The following table presents AllianceBernstein’s potential exposure from its equity investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing at December 31, 20112013 and 2010:2012:

Equity Price Risk Exposure

 

                                                                                                
  December 31, 2013   December 31, 2012 
  Fair
Value
   Balance After
-10% Equity
Price Change
   Fair
Value
   Balance After
-10% Equity
Price Change
 
  December 31, 2011   December 31, 2010 
  Fair Value   Balance After
-10% Equity
Price Change
   Fair Value   Balance After
-10% Equity
Price Change
   (In Millions) 
  (In Millions) 

Equity Investments:

                

Trading

  $        339    $        305    $        297    $        268    $337   $303   $269   $242 

Available-for-sale and other investments

   277     250     244     220     205    185    251    226 

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent AllianceBernstein management’s view of future market changes. While these fair value measurements provide a representation of equity price sensitivity of AllianceBernstein’s investments in equity mutual funds and equity hedge funds, they are based on AllianceBernstein’s exposure at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to AllianceBernstein management’s assessment of changing market conditions and available investment opportunities.

For further information on AllianceBernstein’s market risk, see AllianceBernstein L.P. and AllianceBernstein Holding’s Annual Reports on Form 10-K for the year ended December 31, 2011.2013.

 

7A-5


Part II, Item 8.8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

AXA EQUITABLE LIFE INSURANCE COMPANY

 

Report of Independent Registered Public Accounting Firm

   F-1  

Consolidated Financial Statements:

  

Consolidated Balance Sheets, December 31, 20112013 and 20102012

   F-2  

Consolidated Statements of Earnings (Loss), Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-3F-4  

Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-5  

Consolidated Statements of Equity, Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-6  

Consolidated Statements of Cash Flows, Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-7  

Notes to Consolidated Financial Statements

   F-9  

Report of Independent Registered Public Accounting Firm on Financial Statement Schedules

   F-70F-95  

Consolidated Financial Statement Schedules:

  

Schedule I - Summary of Investments—Investments - Other than Investments in Related Parties, December 31, 20112013

   F-71F-97  

Schedule II - Balance Sheets (Parent Company), December 31, 20112013 and 20102012

   F-72F-98  

Schedule II - Statements of Earnings (Loss) (Parent Company), Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-73F-99  

Schedule II - Statements of Cash Flows (Parent Company), Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-74F-100  

Schedule III - Supplementary Insurance Information, Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-76F-102  

Schedule IV - Reinsurance, Years Ended December 31, 2011, 20102013, 2012 and 20092011

   F-79F-104  

 

FS-1


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of

AXA Equitable Life Insurance Company

In our opinion, based on our audits, the accompanying consolidated balance sheets and the related consolidated statements of earnings (loss), of comprehensive income (loss), of equity and of cash flows present fairly, in all material respects, the financial position of AXA Equitable Life Insurance Company and its subsidiaries (“the Company”) at December 31, 20112013 and 2010,2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20112013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 of the Notes to Consolidated Financial Statements, the Company changed its method of accounting for recognition and presentation of other-than-temporary impairment losses on April 1, 2009.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 8, 201210, 2014

F-1


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 20112013 AND 20102012

 

    2011   2010   2013   2012 
    (In Millions) 

ASSETS

      (In Millions) 

Investments:

          

Fixed maturities available for sale, at fair value

    $31,992    $29,057    $29,419    $33,607  

Mortgage loans on real estate

     4,281     3,571     5,684     5,059  

Equity real estate, held for the production of income

     99     140          

Policy loans

     3,542     3,581     3,434     3,512  

Other equity investments

     1,707     1,618     1,863     1,643  

Trading securities

     982     506     4,221     2,309  

Other invested assets

     2,340     1,413     1,353     1,828  
    

 

   

 

   

 

   

 

 

Total investments

     44,943     39,886     45,977     47,962  

Cash and cash equivalents

     3,227     2,155     2,283     3,162  

Cash and securities segregated, at fair value

     1,280     1,110     981     1,551  

Broker-dealer related receivables

     1,327     1,389     1,539     1,605  

Deferred policy acquisition costs

     4,653     8,383     3,874     3,728  

Goodwill and other intangible assets, net

     3,697     3,702     3,703     3,673  

Amounts due from reinsurers

     3,542     3,252     3,934     3,847  

Loans to affiliates

     1,041     1,045     1,088     1,037  

Guaranteed minimum income benefit reinsurance asset, at fair value

     10,547     4,606     6,747     11,044  

Other assets

     5,340     5,614     4,418     5,095  

Separate Accounts’ assets

     86,419     92,014     108,857     94,139  
    

 

   

 

   

 

   

 

 

Total Assets

    $166,016    $163,156    $            183,401    $            176,843  
    

 

   

 

   

 

   

 

 

LIABILITIES

          

Policyholders’ account balances

    $26,033    $24,654    $30,340    $28,263  

Future policy benefits and other policyholders liabilities

     21,595     18,965     21,697     22,687  

Broker-dealer related payables

     466     369     538     664  

Customers related payables

     1,889     1,770     1,698     2,562  

Amounts due to reinsurers

     74     75     71     75  

Short-term and long-term debt

     645     425     468     523  

Loans from affiliates

     1,325     1,325     825     1,325  

Income taxes payable

     5,491     4,315  

Current and deferred income taxes

   2,813     5,172  

Other liabilities

     3,815     3,075     2,653     3,503  

Separate Accounts’ liabilities

     86,419     92,014     108,857     94,139  
    

 

   

 

   

 

   

 

 

Total liabilities

     147,752     146,987     169,960     158,913  
    

 

   

 

   

 

   

 

 

Commitments and contingent liabilities (Notes 2, 7, 10, 11, 12, 13, 17 and 18)

      

EQUITY

      

AXA Equitable’s equity:

      

Common stock, $1.25 par value, 2 million shares authorized, issued and outstanding

    $2    $2  

Capital in excess of par value

     5,743     5,593  

Retained earnings

     10,120     8,085  

Accumulated other comprehensive income (loss)

     (304   (629
    

 

   

 

 

Total AXA Equitable’s equity

     15,561     13,051  
    

 

   

 

 

Noncontrolling interest

     2,703     3,118  
    

 

   

 

 

Total equity

     18,264     16,169  
    

 

   

 

 

Total Liabilities and Equity

    $    166,016    $    163,156  
    

 

   

 

 

Commitments and contingent liabilities (Notes 2, 7, 10, 11, 12, 13, 16 and 17)

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2013 AND 2012

(CONTINUED)

 

   2013  2012 
EQUITY  (In Millions) 

AXA Equitable’s equity:

   

Common stock, $1.25 par value, 2 million shares authorized, issued and outstanding

  $  $ 

Capital in excess of par value

   5,934    5,992  

Retained earnings

   5,205    9,125  

Accumulated other comprehensive income (loss)

   (603)    317  
  

 

 

  

 

 

 

Total AXA Equitable’s equity

   10,538    15,436  
  

 

 

  

 

 

 

Noncontrolling interest

   2,903    2,494  
  

 

 

  

 

 

 

Total equity

   13,441    17,930  
  

 

 

  

 

 

 

Total Liabilities and Equity

  $            183,401   $            176,843  
  

 

 

  

 

 

 

See Notes to Consolidated Financial Statements.

F-2


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

     2011   2010   2009 
     (In Millions) 

REVENUES

        

Universal life and investment-type product policy fee income

    $3,312    $3,067    $2,918  

Premiums

     533     530     431  

Net investment income (loss):

        

Investment income (loss) from derivative instruments

     2,374     (284   (3,079

Other investment income (loss)

     2,128     2,260     2,099  
    

 

 

   

 

 

   

 

 

 

Total net investment income (loss)

     4,502     1,976     (980

Investment gains (losses), net:

        

Total other-than-temporary impairment losses

     (36   (300   (169

Portion of loss recognized in other comprehensive income (loss)

     4     18     6  
    

 

 

   

 

 

   

 

 

 

Net impairment losses recognized

     (32   (282   (163

Other investment gains (losses), net

     (15   98     217  
    

 

 

   

 

 

   

 

 

 

Total investment gains (losses), net

     (47   (184   54  
    

 

 

   

 

 

   

 

 

 

Commissions, fees and other income

     3,631     3,702     3,385  

Increase (decrease) in the fair value of the reinsurance contract asset

     5,941     2,350     (2,566
    

 

 

   

 

 

   

 

 

 

Total revenues

         17,872         11,441         3,242  
    

 

 

   

 

 

   

 

 

 

BENEFITS AND OTHER DEDUCTIONS

        

Policyholders’ benefits

     4,360     3,082     1,298  

Interest credited to policyholders’ account balances

     999     950     1,004  

Compensation and benefits

     2,206     1,953     1,859  

Commissions

     1,195     1,044     1,033  

Distribution related payments

     303     287     234  

Amortization of deferred sales commissions

     38     47     55  

Interest expense

     106     106     107  

Amortization of deferred policy acquisition costs

     4,680     168     115  

Capitalization of deferred policy acquisition costs

     (1,030   (916   (975

Rent expense

     250     244     258  

Amortization of other intangible assets

     24     23     24  

Other operating costs and expenses

     1,406     1,438     1,309  
    

 

 

   

 

 

   

 

 

 

Total benefits and other deductions

     14,537     8,426     6,321  
    

 

 

   

 

 

   

 

 

 

   2013  2012  2011 
   (In Millions) 

REVENUES

    

Universal life and investment-type product policy fee income

  $            3,546   $            3,334   $            3,312  

Premiums

   496    514    533  

Net investment income (loss):

    

Investment income (loss) from derivative instruments

   (2,866)    (978)    2,374  

Other investment income (loss)

   2,237    2,316    2,128  
  

 

 

  

 

 

  

 

 

 

Total net investment income (loss)

   (629)    1,338    4,502  
  

 

 

  

 

 

  

 

 

 

Investment gains (losses), net:

    

Total other-than-temporary impairment losses

   (81)    (96)    (36)  

Portion of loss recognized in other comprehensive income (loss)

   15        
  

 

 

  

 

 

  

 

 

 

Net impairment losses recognized

   (66)    (94)    (32)  

Other investment gains (losses), net

   (33)    (3)    (15)  
  

 

 

  

 

 

  

 

 

 

Total investment gains (losses), net

   (99)    (97)    (47)  
  

 

 

  

 

 

  

 

 

 

Commissions, fees and other income

   3,823    3,574    3,631  

Increase (decrease) in the fair value of the reinsurance contract asset

   (4,297)    497    5,941  
  

 

 

  

 

 

  

 

 

 

Total revenues

   2,840    9,160    17,872  
  

 

 

  

 

 

  

 

 

 

BENEFITS AND OTHER DEDUCTIONS

    

Policyholders’ benefits

   1,691    2,989    4,360  

Interest credited to policyholders’ account balances

   1,373    1,166    999  

Compensation and benefits

   1,743    1,672    2,263  

Commissions

   1,160    1,248    1,195  

Distribution related payments

   423    367    303  

Amortization of deferred sales commissions

   41    40    38  

Interest expense

   88    108    106  

Amortization of deferred policy acquisition costs

   580    576    3,620  

Capitalization of deferred policy acquisition costs

   (655)    (718)    (759)  

Rent expense

   169    201    240  

Amortization of other intangible assets

   24    24    24  

Other operating costs and expenses

   1,512    1,429    1,359  
  

 

 

  

 

 

  

 

 

 

Total benefits and other deductions

   8,149    9,102    13,748  
  

 

 

  

 

 

  

 

 

 

Earnings (loss) from continuing operations, before income taxes

  $(5,309)   $58   $4,124  

Income tax (expense) benefit

   2,073    158    (1,298)  
  

 

 

  

 

 

  

 

 

 

Net earnings (loss)

   (3,236)    216    2,826  

Less: net (earnings) loss attributable to the noncontrolling interest

   (337)    (121)    101  
  

 

 

  

 

 

  

 

 

 

Net Earnings (Loss) Attributable to AXA Equitable

  $(3,573)   $95   $2,927  
  

 

 

  

 

 

  

 

 

 

See Notes to Consolidated Financial Statements.

F-3


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGSCOMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 2009

(CONTINUED)2011

 

     2011   2010   2009 
     (In Millions) 

Earnings (loss) from continuing operations, before income taxes

    $    3,335    $3,015     $    (3,079

Income tax (expense) benefit

     (1,022   (707   1,272  
    

 

 

   

 

 

   

 

 

 

Earnings (loss) from continuing operations, net of income taxes

     2,313     2,308     (1,807

Earnings (loss) from discontinued operations, net of income taxes

               3  
    

 

 

   

 

 

   

 

 

 

Net earnings (loss)

     2,313          2,308     (1,804

Less: net (earnings) loss attributable to the noncontrolling interest

     101     (235   (359
    

 

 

   

 

 

   

 

 

 

Net Earnings (Loss) Attributable to AXA Equitable

    $2,414    $2,073    $(2,163
    

 

 

   

 

 

   

 

 

 

Amounts attributable to AXA Equitable:

        

Earnings (loss) from continuing operations, net of income taxes

    $2,414    $2,073    $(2,166

Earnings (loss) from discontinued operations, net of income taxes

               3  
    

 

 

   

 

 

   

 

 

 

Net Earnings (Loss)

    $2,414    $2,073    $(2,163
    

 

 

   

 

 

   

 

 

 

   2013  2012  2011 
   (In Millions) 

COMPREHENSIVE INCOME (LOSS)

    

Net earnings (loss)

  $            (3,236)   $            216   $            2,826  
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) net of income taxes:

    

Change in unrealized gains (losses), net of reclassification adjustment

   (1,211)    580    366  

Change in defined benefit plans

   299    26    (74)  
  

 

 

  

 

 

  

 

 

 

Total other comprehensive income (loss), net of income taxes

   (912)    606    292�� 
  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

   (4,148)    822    3,118  

Less: Comprehensive (income) loss attributable to noncontrolling interest

   (345)    (113)    122  
  

 

 

  

 

 

  

 

 

 

Comprehensive Income (Loss) Attributable to AXA Equitable

  $(4,493)   $709   $3,240  
  

 

 

  

 

 

  

 

 

 

See Notes to Consolidated Financial Statements.

F-4


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)EQUITY

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

     2011   2010   2009 
     (In Millions) 

COMPREHENSIVE INCOME (LOSS)

        

Net earnings (loss)

    $     2,313    $     2,308    $(1,804
    

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss) net of income taxes:

        

Change in unrealized gains (losses), net of reclassification adjustment

     378     440          1,331  

Defined benefit plans:

        

Net gain (loss) arising during year

     (169   (121   (65

Less: reclassification adjustment for:

        

Amortization of net (gains) losses included in net periodic cost

     94     82     65  

Amortization of net prior service credit included in net periodic cost

     1     (1   (3
    

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)—defined benefit plans

     (74   (40   (3
    

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of income taxes

     304     400     1,328  
    

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

     2,617     2,708     (476
    

 

 

   

 

 

   

 

 

 

Less: Comprehensive (income) loss attributable to noncontrolling interest

     122     (228   (425
    

 

 

   

 

 

   

 

 

 

Comprehensive Income (Loss) Attributable to AXA Equitable

    $2,739    $2,480    $(901
    

 

 

   

 

 

   

 

 

 

   2013   2012   2011 
   (In Millions) 

EQUITY

  

    

AXA Equitable’s Equity:

      

Common stock, at par value, beginning and end of year

  $   $   $ 
  

 

 

   

 

 

   

 

 

 

Capital in excess of par value, beginning of year

   5,992     5,743     5,593  

Changes in capital in excess of par value

   (58)     249     150  
  

 

 

   

 

 

   

 

 

 

Capital in excess of par value, end of year

   5,934     5,992     5,743  
  

 

 

   

 

 

   

 

 

 

Retained earnings, beginning of year

   9,125     9,392     6,844  

Net earnings (loss)

   (3,573)     95     2,927  

Stockholder dividends

   (347)     (362)     (379)  
  

 

 

   

 

 

   

 

 

 

Retained earnings, end of year

   5,205     9,125     9,392  
  

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss), beginning of year

   317     (297)     (610)  

Other comprehensive income (loss)

   (920)     614     313  
  

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss), end of year

   (603)     317     (297)  
  

 

 

   

 

 

   

 

 

 

Total AXA Equitable’s equity, end of year

   10,538     15,436     14,840  
  

 

 

   

 

 

   

 

 

 

Noncontrolling interest, beginning of year

   2,494     2,703     3,118  

Purchase of AllianceBernstein Units by noncontrolling interest

            

Purchase of noncontrolling interest in consolidated entity

           (31)  

Repurchase of AllianceBernstein Holding units

   (76)     (145)     (140)  

Net earnings (loss) attributable to noncontrolling interest

   337     121     (101)  

Dividends paid to noncontrolling interest

   (306)     (219)     (312)  

Dividend of AllianceBernstein Units by AXA Equitable to AXA Financial

   113          

Other comprehensive income (loss) attributable to noncontrolling interest

       (8)     (21)  

Other changes in noncontrolling interest

   333     42     189  
  

 

 

   

 

 

   

 

 

 

Noncontrolling interest, end of year

   2,903     2,494     2,703  
  

 

 

   

 

 

   

 

 

 

Total Equity, End of Year

  $        13,441    $        17,930    $        17,543  
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

F-5


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITYCASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

     2011   2010   2009 
     (In Millions) 

EQUITY

        

AXA Equitable’s Equity:

        

Common stock, at par value, beginning and end of year

    $2    $2    $2  
    

 

 

   

 

 

   

 

 

 

Capital in excess of par value, beginning of year

     5,593     5,583     5,184  

Sale of AllianceBernstein Units to noncontrolling interest

               (54

Changes in capital in excess of par value

     150     10     453  
    

 

 

   

 

 

   

 

 

 

Capital in excess of par value, end of year

     5,743     5,593     5,583  
    

 

 

   

 

 

   

 

 

 

Retained earnings, beginning of year

     8,085     6,312     8,413  

Net earnings (loss)

     2,414     2,073     (2,163

Stockholder dividends

     (379   (300     

Impact of implementing new accounting guidance, net of taxes

               62  
    

 

 

   

 

 

   

 

 

 

Retained earnings, end of year

     10,120     8,085     6,312  
    

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss), beginning of year

     (629   (1,036   (2,236

Impact of implementing new accounting guidance, net of taxes

               (62

Other comprehensive income (loss)

     325     407     1,262  
    

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss), end of year

     (304   (629   (1,036
    

 

 

   

 

 

   

 

 

 

Total AXA Equitable’s equity, end of year

     15,561     13,051     10,861  
    

 

 

   

 

 

   

 

 

 

Noncontrolling interest, beginning of year

     3,118     3,269     2,897  

Purchase of AllianceBernstein Units by noncontrolling interest

     1     5       

Purchase of AllianceBernstein Put

               135  

Purchase of noncontrolling interest in consolidated entity

     (31   (5     

Repurchase of AllianceBernstein Holding units

     (140   (148     

Net earnings (loss) attributable to noncontrolling interest

     (101   235     359  

Dividends paid to noncontrolling interest

     (312   (357   (320

Other comprehensive income (loss) attributable to noncontrolling interest

     (21   (7   66  

Other changes in noncontrolling interest

     189     126     132  
    

 

 

   

 

 

   

 

 

 

Noncontrolling interest, end of year

     2,703     3,118     3,269  
    

 

 

   

 

 

   

 

 

 

Total Equity, End of Year

    $    18,264    $    16,169    $    14,130  
    

 

 

   

 

 

   

 

 

 
   2013   2012   2011 
   (In Millions) 

Net earnings (loss)

  $            (3,236)    $              216    $              2,826  

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

      

Interest credited to policyholders’ account balances

   1,373     1,166     999  

Universal life and investment-type product policy fee income

   (3,546)     (3,334)     (3,312)  

Net change in broker-dealer and customer related receivables/payables

   (740)     383     266  

(Income) loss related to derivative instruments

   2,866     978     (2,374)  

Change in reinsurance recoverable with affiliate

   (176)     (207)     (242)  

Investment (gains) losses, net

   99     97     47  

Change in segregated cash and securities, net

   571     (272)     (170)  

Change in deferred policy acquisition costs

   (74)     (142)     2,861  

Change in future policy benefits

   (384)     876     2,110  

Change in current and deferred income taxes

   (1,754)     (254)     1,226  

Real estate related write-off charges

   56     42      

Change in the fair value of the reinsurance contract asset

   4,297     (497)     (5,941)  

Amortization of deferred compensation

   159     22     418  

Amortization of deferred sales commission

   41     40     38  

Amortization of reinsurance cost

   280     47     211  

Other depreciation and amortization

   122     157     146  

Amortization of other intangibles

   24     24     24  

Other, net

   180      (122)     (76)  
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

   158     (780)     (938)  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Maturities and repayments of fixed maturities and mortgage loans on real estate

   3,691     3,551     3,435  

Sales of investments

   3,442     1,951     1,141  

Purchases of investments

   (7,956)     (7,893)     (7,970)  

Cash settlements related to derivative instruments

   (2,500)     (287)     1,429  

Change in short-term investments

        34     16  

Decrease in loans to affiliates

            

Additional loans to affiliates

   (56)            

Investment in capitalized software, leasehold improvements and EDP equipment

   (67)     (66)     (104)  

Other, net

   12      14     25  
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

   (3,429)     (2,692)     (2,028)  
  

 

 

   

 

 

   

 

 

 

AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(CONTINUED)

 

   2013   2012   2011 
   (In Millions) 

Cash flows from financing activities:

      

Policyholders’ account balances:

      

Deposits

  $5,469    $5,437    $4,461  

Withdrawals and transfers to Separate Accounts

   (1,188)     (982)     (821)  

Change in short-term financings

   (55)     (122)     220  

Change in collateralized pledged liabilities

   (663)     (288)     989  

Change in collateralized pledged assets

   (18)     (5)     99  

Repayment of Loans from Affiliates

   (500)            

Capital contribution

        195       

Shareholder dividends paid

   (234)     (362)     (379)  

Repurchase of AllianceBernstein Holding units

   (113)     (238)     (221)  

Distribution to noncontrolling interest in consolidated subsidiaries

   (306)     (219)     (312)  

Other, net

        (9)      
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

   2,392     3,407     4,038  
  

 

 

   

 

 

   

 

 

 

Change in cash and cash equivalents

   (879)     (65)     1,072  

Cash and cash equivalents, beginning of year

   3,162     3,227     2,155  
  

 

 

   

 

 

   

 

 

 

Cash and Cash Equivalents, End of Year

  $            2,283    $            3,162    $            3,227  
  

 

 

   

 

 

   

 

 

 

Supplemental cash flow information:

      

Interest Paid

  $91    $107    $107  
  

 

 

   

 

 

   

 

 

 

Income Taxes (Refunded) Paid

  $(214)    $271    $36  
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

F-6


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

     2011   2010   2009 
     (In Millions) 

Net earnings (loss)

    $     2,313    $     2,308    $(1,804

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

        

Interest credited to policyholders’ account balances

     999     950     1,004  

Universal life and investment-type product policy fee income

     (3,312   (3,067   (2,918

Net change in broker-dealer and customer related receivables/payables

     266     125     (1,353

(Income) loss related to derivative instruments

     (2,374   284     3,079  

Change in reinsurance recoverable with affiliate

     (242   (233   1,486  

Investment (gains) losses, net

     47     184     (54

Change in segregated cash and securities, net

     (170   (124   1,587  

Change in deferred policy acquisition costs

     3,650     (747   (860

Change in future policy benefits

     2,110     1,136     (755

Change in income taxes payable

     950     720     (1,223

Real estate asset write-off charge

     5     26     3  

Change in the fair value of the reinsurance contract asset

     (5,941   (2,350   2,566  

Amortization of deferred compensation

     418     178     88  

Amortization of deferred sales commission

     38     47     55  

Amortization of reinsurance cost

     211     274     318  

Other depreciation and amortization

     146     161     156  

Amortization of other intangibles

     24     23     24  

Other, net

     (76   111     18  
    

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (938   6          1,417  
    

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

        

Maturities and repayments of fixed maturities and mortgage loans on real estate

     3,435     2,753     2,058  

Sales of investments

     1,141     3,398     6,737  

Purchases of investments

     (7,970   (7,068   (8,995

Cash settlements related to derivative instruments

     1,429     (651   (2,564

Change in short-term investments

     16     (53   140  

Decrease in loans to affiliates

          3     1  

Increase in loans to affiliates

               (250

Investment in capitalized software, leasehold improvements and

        

EDP equipment

     (104   (62   (120

Other, net

     25     (25   9  
    

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (2,028   (1,705   (2,984
    

 

 

   

 

 

   

 

 

 

F-7


AXA EQUITABLE LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(CONTINUED)

     2011   2010   2009 
     (In Millions) 

Cash flows from financing activities:

        

Policyholders’ account balances:

        

Deposits

    $    4,461    $    3,187    $     3,395  

Withdrawals and transfers to Separate Accounts

     (821   (483   (2,161

Change in short-term financings

     220     (24   (36

Change in collateralized pledged liabilities

     989     (270   126  

Change in collateralized pledged assets

     99     533     (632

Capital contribution

               439  

Shareholder dividends paid

     (379   (300     

Repurchase of AllianceBernstein Holding units

     (221   (235     

Distribution to noncontrolling interest in consolidated subsidiaries

     (312   (357   (320

Other, net

     2     11     145  
    

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     4,038     2,062     956  
    

 

 

   

 

 

   

 

 

 

Change in cash and cash equivalents

     1,072     363     (611

Cash and cash equivalents, beginning of year

     2,155     1,792     2,403  
    

 

 

   

 

 

   

 

 

 

Cash and Cash Equivalents, End of Year

    $3,227    $2,155    $1,792  
    

 

 

   

 

 

   

 

 

 

Supplemental cash flow information:

        

Interest Paid

    $16    $19    $17  
    

 

 

   

 

 

   

 

 

 

Income Taxes (Refunded) Paid

    $36    $(27  $44  
    

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

F-8


AXA EQUITABLE LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1)

ORGANIZATION

AXA Equitable Life Insurance Company (“AXA Equitable,” and collectively with its consolidated subsidiaries the “Company”) is an indirect, wholly owned subsidiary of AXA Financial, Inc. (“AXA Financial,” and collectively with its consolidated subsidiaries, “AXA Financial Group”). AXA Financial is an indirect wholly owned subsidiary of AXA, a French holding company for an international group of insurance and related financial services companies.

The Company conducts operations in two business segments: the Insurance and Investment Management segments. The Company’s management evaluates the performance of each of these segments independently and allocates resources based on current and future requirements of each segment.

Insurance

The Insurance segment offers a variety of traditional, variable and interest-sensitive life insurance products and variable and fixed-interest annuity products mutual funds and other investment products and asset management principally to individuals and small and medium size businesses and professional and trade associations. This segment also includes Separate Accounts for individual insurance and annuity products.

The Company’s insurance business is conducted principally by AXA Equitable.

Investment Management

The Investment Management segment is principally comprised of the investment management business of AllianceBernstein L.P., a Delaware limited partnership (together with its consolidated subsidiaries “AllianceBernstein”). AllianceBernstein provides research, diversified investment management and related services globally to a broad range of clients. This segment also includes institutional Separate Accounts principally managed by AllianceBernstein that provide various investment options for large group pension clients, primarily defined benefit and contribution plans, through pooled or single group accounts.

AllianceBernstein is a private partnership for Federal income tax purposes and, accordingly, is not subject to Federal and state corporate income taxes. However, AllianceBernstein is subject to a 4.0% New York City unincorporated business tax (“UBT”). Domestic corporate subsidiaries of AllianceBernstein are subject to Federal, state and local income taxes. Foreign corporate subsidiaries are generally subject to taxes in the foreign jurisdictions where they are located. The Company provides Federal and state income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are permanently invested outside the United States.

On January 6, 2009, AXA America Holdings Inc. (“AXA America”), the holding company for AXA Financial and an indirect wholly owned subsidiary of AXA, purchased the remaining 8.16 million AllianceBernstein Units from SCB Partners, Inc. (“SCB Partners”) at a price of $18.349 per Unit pursuant to the final installment of the buy back agreement (“AB Put”) related to AllianceBernstein’s 2000 acquisition of SCB Inc. (the “Bernstein Acquisition”). As a result of this transaction, noncontrolling interest subject to redemption rights totaling $135 million were reclassified as noncontrolling interests in first quarter 2009.

On March 30, 2009, AXA Financial Group sold 41.9 million limited partnership interests in AllianceBernstein (“AllianceBernstein Units”) to an affiliate of AXA. As a result of the sale, AXA Financial Group’s economic interest in AllianceBernstein was reduced to 46.4% upon completion of this transaction. AXA Equitable’s economic interest remained unchanged at 37.1%. As AXA Equitable remains the General Partner of the limited partnership, AllianceBernstein continues to be consolidated in the Company’s consolidated financial statements.

At December 31, 20112013 and 2010,2012, the Company’s economic interest in AllianceBernstein was 37.3%32.7% and 35.5%39.5%, respectively. At December 31, 20112013 and 2010,2012, respectively, AXA and its subsidiaries’ economic interest in AllianceBernstein (including AXA Financial Group) was approximately 64.6%63.7% and 61.4%65.5%.

AXA Equitable as the General Partner of the limited partnership consolidates AllianceBernstein in the Company’s consolidated financial statements.

In the first quarter of 2011, AXA sold its 50% interest in AllianceBernstein’s consolidated Australian joint venture to an unaffiliated third party as part of a larger transaction. On March 31, 2011, AllianceBernstein purchased that 50% interest from the unaffiliated third party, making this Australian entity an indirect wholly-owned subsidiary. AllianceBernstein purchased the remaining 50% interest for $21 million. As a result, the Company’s Noncontrolling interest decreased $27 million and AXA Equitable’s equity increased $6 million.

2)
F-9


2)SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. The accompanying consolidated financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of the consolidated financial position of the Company and its consolidated results of operations and cash flows for the periods presented.

The accompanying consolidated financial statements include the accounts of AXA Equitable and its subsidiary engaged in insurance related businesses (collectively, the “Insurance Group”); other subsidiaries, principally AllianceBernstein; and those investment companies, partnerships and joint ventures in which AXA Equitable or its subsidiaries has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.

Accounting for Variable Annuities with GMDB and GMIB Features

Future claims exposure on products with guaranteed minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) features are sensitive to movements in the equity markets and interest rates. The Company has in place various hedging programs utilizing derivatives that are designed to mitigate the impact of movements in equity markets and interest rates. Under U.S. GAAP, the accounting for these various hedging programs do not qualify for hedge accounting treatment. As a result, changes in the value of the derivatives will be recognized in the period in which they occur while offsetting changes in reserves and deferred policy acquisition costs (“DAC”) will be recognized over time in accordance with policies described below under “Policyholders’ Account Balances and Future Policy Benefits” and “DAC”. These differences in recognition contribute to earnings volatility.

GMIB reinsurance contracts are used to cede to affiliated and non-affiliated reinsurers a portion of the exposure on variable annuity products that offer the GMIB feature. Under U.S. GAAP, the GMIB reinsurance contracts are accounted for as derivatives and are reported at fair value. Under U.S. GAAP, gross reserves for GMIB are calculated on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts and therefore will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market and/or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. The changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur while offsetting changes in gross reserves and DAC for GMIB are recognized over time in accordance with policies described below under “Policyholders’ Account Balances and Future Policy Benefits” and “DAC”. These differences in recognition contribute to earnings volatility.

Accounting and Consolidation of VIE’s

At December 31, 20112013 and 2010,2012, respectively, the Insurance Group’s General Account held $1$3 million and $1 million of investment assets issued by VIEs and determined to be significant variable interests under Financial Accounting Standards Board (“FASB”) guidance Consolidation of Variable Interest Entities Revised. At December 31, 20112013 and 2010,2012, respectively, as reported in the consolidated balance sheet, these investments included $1$3 million and $1 million of other equity investments (principally investment limited partnership interests) and are subject to ongoing review for impairment in value. These VIEs do not require consolidation because management has determined that the Insurance Group is not the primary beneficiary. These variable interests at December 31, 20112013 represent the Insurance Group’s maximum exposure to loss from its direct involvement with the VIEs. The Insurance Group has no further economic interest in these VIEs in the form of related guarantees, commitments, derivatives, credit enhancements or similar instruments and obligations.

For all new investment products and entities developed by AllianceBernstein (other than Collaterized Debt Obligations (“CDOs”), AllianceBernstein first determines whether the entity is a VIE, which involves determining an entity’s variability and variable interests, identifying the holders of the equity investment at risk and assessing the five characteristics of a VIE. Once an entity has been determined to be a VIE, AllianceBernstein then identifies the primary beneficiary of the VIE. If AllianceBernstein is deemed to be the primary beneficiary of the VIE, then AllianceBernstein and the Company consolidate the entity.

AllianceBernstein provides seed capital to its investment teams to develop new products and services for their clients. AllianceBernstein’s original seed investment typically represents all or a majority of the equity investment in the new product is temporary in nature. AllianceBernstein evaluates its seed investments on a quarterly basis and consolidates such investments as required pursuant to U.S. GAAP.

Management of AllianceBernstein reviews quarterly its investment management agreements and its investments in, and other financial arrangements with, certain entities that hold client assets under management (“AUM”) to determine the entities that AllianceBernstein is required to consolidate under this guidance. These entities include certain mutual fund products, hedge funds, structured products, group trusts, collective investment trusts and limited partnerships.

AllianceBernstein earned investment management fees on client AUM of these entities but derived no other benefit from those assets and cannot utilize those assets in its operations.

At December 31, 2011,2013, AllianceBernstein had significant variable interests in certain other structured products and hedge funds with approximately $23$26 million in client AUM. However, these VIEs do not require consolidation because management has determined that AllianceBernstein is not the primary beneficiary of the expected losses or expected residual returns of these entities. AllianceBernstein’s maximum exposure to loss in these entities is limited to its investments of $100,000$200,000 in and prospective investment management fees earned from these entities.

Consolidations

All significant intercompany transactions and balances have been eliminated in consolidation. The years “2011,” “2010”“2013”, “2012” and “2009”“2011” refer to the years ended December 31, 2013, 2012 and 2011, 2010 and 2009, respectively. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation.

Adoption of New Accounting Pronouncements

In June 2011,February 2013, the FASB issued new guidance to amendimprove the existing alternatives for presenting Otherreporting of reclassifications out of accumulated other comprehensive income (loss) (“OCI”AOCI”) and its components in financial statements.. The amendments eliminate the current optionin this guidance require an entity to report OCI and its componentsthe effect of significant reclassifications out of AOCI on the respective line items in the statement of changes in equity. An entity can elect to present items of net earnings (loss) and OCIif the amount being reclassified is required to be reclassified in one continuous statement or in two separate, but consecutive statements. This guidance will not change the items that constitute net earnings (loss) and OCI, when an item of OCI must be reclassifiedits entirety to net earnings (loss). The new guidance also called for reclassification adjustments from OCIFor other amounts that are not required to be measured and presented by income statement line itemreclassified in their entirety to net earnings (loss) and in OCI.the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. The guidance requires disclosure of reclassification information either in the notes or the face of the financial statements provided the information is presented in one location. This guidance iswas effective for interim and annual periods beginning after December 15, 2011. Consistent with this guidance, the Company currently presents items of net earnings (loss) and OCI in two consecutive statements. In December 2011, the FASB issued new guidance to defer the portion of the guidance to present components of OCI on the face of the Consolidated statement of earnings (loss).

In April 2011, the FASB issued new guidance for a creditor’s determination of whether a restructuring is a troubled debt restructuring (“TDR”). The new guidance provided additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The new guidance required creditors to evaluate modifications and restructurings of receivables using a more principles-based

F-10


approach, which may result in more modifications and restructurings being considered TDR. The financial reporting implications of being classified as a TDR are that the creditor is required to:

Consider the receivable impaired when calculating the allowance for credit losses; and

Provide additional disclosures about its troubled debt restructuring activities in accordance with the requirements of recently issued guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses.

The new guidance was effective for the first interim or annual period beginning on or after June 15, 2011.31, 2012. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued new and enhanced disclosure requirements about the credit quality of financing receivables and the allowance for credit losses with the objective of providing greater transparency of credit risk exposures from lending arrangements in the form of loans and receivables and of accounting policies and methodology used to estimate the allowance for credit losses. These disclosure requirements include both qualitative information about credit risk assessment and monitoring and quantitative information about credit quality during and at the end of the reporting period, including current credit indicators, agings of past-due amounts, and carrying amounts of modified, impaired, and non-accrual loans. Several new terms critical to the application of these disclosures, such as “portfolio segments” and “classes”, were defined by the FASB to provide guidance with respect to the appropriate level of disaggregation for the purpose of reporting this information. Except for disclosures of reporting period activity, or, more specifically, the credit loss allowance rollforward and the disclosures about troubled debt restructurings, all other disclosures required by this standard are to be presented for the annual period ending after December 15, 2010. Disclosures of reporting period activity or, more specifically, the credit loss allowance rollforward, which are effective in the first interim reporting period beginning after December 15, 2010 have been adopted. Comparative disclosures are not required for earlier periods presented for comparative purposes at initial adoption. Implementation of the effective guidance did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued new guidance on stock compensation. This guidance provides clarification that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades and that may be different from the functional currency of the issuer, the functional currency of the subsidiary-employer, or the payroll currency of the employee-recipient, should be considered an equity award assuming all other criteria for equity classification are met. This guidance was effective for the first quarter of 2011. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements as it is consistent with the policies and practices currently applied by the Company in accounting for share-based-payment awards.

In January 2010, the FASB issued new guidance for improving disclosures about fair value measurements. This guidance requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, for Level 3 fair value measurements, a reporting entity should present separately information about purchases, sales, issuances and settlements. This guidance was effective for interim and annual reporting periods ending on or after December 15, 2009 except for disclosures for Level 3 fair value measurements which was effective for the first quarter of 2011. These new disclosures have been included in the Notes to the Company’s consolidated financial statements, as appropriate.

In June 2009,July 2012, the FASB issued new guidance that modifies the approach and increases the frequencyon testing indefinite-lived intangible assets for assessing whether a VIE must be consolidated and requires additional disclosures about an entity’s involvement with VIEs.impairment. The guidance removesis intended to reduce the quantitative-based risks-and-rewards calculation for identifyingcost and complexity of the primary beneficiary and, instead, requiresannual indefinite-lived intangible assets impairment test by providing entities with the option of performing a variable-interest holder“qualitative” assessment to qualitatively assessdetermine whether it has a controlling financial interest in a VIE, without consideration of kick-out and participating rights unless unilaterally held. Continuous reassessments of whether an enterprisefurther impairment testing is the primary beneficiary of a VIE are required. For calendar-year consolidated financial statements, this newnecessary. The guidance becamewas effective for annual and interim and annual reporting periodsindefinite-lived intangible assets impairment tests performed for fiscal years beginning January 1, 2010. All existing consolidation conclusions were required to be recalculated under this new guidance, resulting in the reassessment of certain VIEs in which AllianceBernstein had a minimal financial ownership interest for potential consolidated presentation in the Company’s consolidated financial statements. In January 2010, the FASB deferred portions of this guidance as they relate to asset managers. As such, the Company determined that all entities for which the Company is a sponsor and/or investment manager, other than collateralized debt obligations and collateralized loan obligations (collectively “CDOs”), qualify for the scope deferral and continue to be assessed for consolidation under the previous guidance for consolidation of VIEs.after September 15, 2012. Implementation of this guidance did not have a material effectimpact on the CompanyCompany’s consolidated financial statements.

Beginning second quarter 2009, the Company implemented the new guidance that modified the recognition guidance for other-than-temporary impairments (“OTTI”) of debt securities to make it more operational and expanded the presentation and disclosure of OTTI on debt and equity securities in the financial statements. For available-for-sale (“AFS”) debt securities in an unrealized loss position, the total fair value loss is to be recognized in earnings (loss) as an OTTI if management intends to sell the debt security or more-likely-than-not will be required to sell the debt security before its anticipated recovery. If these criteria are not met, both qualitative and quantitative assessments are required to evaluate the security’s collectability and determine whether an OTTI is considered to have occurred.

F-11


The guidance required only the credit loss component of any resulting OTTI to be recognized in earnings (loss), as measured by the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security, while the remainder of the fair value loss is recognized in OCI. In periods subsequent to the recognition of an OTTI, the debt security is accounted for as if it had been purchased on the measurement date of the OTTI, with an amortized cost basis reduced by the amount of the OTTI recognized in earnings (loss).

As required by the transition provisions of this guidance, at April 1, 2009, a cumulative effect adjustment was calculated for all AFS debt securities held for which an OTTI previously was recognized and for which there was no intention or likely requirement to sell the security before recovery of its amortized cost. This resulted in an increase to Retained earnings of $62 million at that date with a corresponding decrease to Accumulated other comprehensive income (loss) (“AOCI”) to reclassify the noncredit portion of these previously recognized OTTI amounts. In addition, at April 1, 2009, the amortized cost basis of the AFS debt securities impacted by the reclassification adjustment was increased by $116 million, equal to the amount of the cumulative effect adjustment, without giving effect to deferred policy acquisition costs (“DAC”) and tax. The fair value of AFS debt securities at April 1, 2009 was unchanged as a result of the implementation of this guidance.

Earnings (loss) from continuing operations, net of income taxes, and Net earnings (loss) attributable to AXA Equitable for 2011, 2010 and 2009 reflected increases of $4 million, $18 million and $6 million, respectively, from recognition in OCI of the noncredit portions of OTTI subsequent to initial implementation of this guidance at April 1, 2009. The consolidated financial statements have been modified to separately present the total OTTI recognized in Investment gains (losses), net, with an offset for the amount of noncredit OTTI recognized in OCI, on the face of the consolidated statements of earnings (loss), and to present the OTTI recognized in AOCI on the face of the consolidated statements of equity and comprehensive income (loss) for all periods subsequent to implementation of this guidance. In addition, Note 3 has been expanded to include new disclosures about OTTI for debt securities regarding expected cash flows, and credit losses, including the methodologies and significant inputs used to determine those amounts.

Future Adoption of New Accounting Pronouncements

In December 2011, the FASB issued new and enhanced disclosures about offsetting (netting) of financial instruments and derivatives, including repurchase/reverse repurchase agreements and securities lending/borrowing arrangements, to converge with those required by International Financial Reporting Standards (“IFRS”). The disclosures require presentation in tabular format of gross and net information about assets and liabilities that either are offset (presented net) on the balance sheet or are subject to master netting agreements or similar arrangements providing rights of setoff, such as global master repurchase, securities lending, and derivative clearing agreements, irrespective of whether the assets and liabilities are offset. Financial instruments subject only to collateral agreements are excluded from the scope

of these requirements, however, the tabular disclosures are required to include the fair values of financial collateral, including cash, related to master netting agreements or similar arrangements. In January 2013, the FASB issued new guidance limiting the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. This guidance iswas effective for interim and annual periods beginning after January 1, 2013 and is to bewas applied retrospectively to all comparative prior periods presented. Management does not expect that implementationImplementation of this guidance willdid not have a material impact on the Company’s consolidated financial statements.

These new disclosures have been included in the Notes to the Company’s consolidated financial statements, as appropriate.

In September 2011, the FASB issued new guidance on testing goodwill for impairment. The guidance is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities with the option of performing a “qualitative” assessment to determine whether further impairment testing is necessary. The guidance iswas effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted for certain companies. Management does not expect that implementation2011. Implementation of this guidance willdid not have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued new guidance to amend the existing alternatives for presenting Other comprehensive income (loss) (“OCI”) and its components in financial statements. The amendments eliminate the current option to report OCI and its components in the statement of changes in equity. An entity can elect to present items of net earnings (loss) and OCI in one continuous statement or in two separate, but consecutive statements. This guidance will not change the items that constitute net earnings (loss) and OCI, when an item of OCI must be reclassified to net earnings (loss). This guidance was effective for interim and annual periods beginning after December 15, 2011. Consistent with this guidance, the Company currently presents items of net earnings (loss) and OCI in two consecutive statements.

In May 2011, the FASB amended its guidance on fair value measurements and disclosure requirements to enhance comparability between U.S. GAAP and IFRS. The changes to the existing guidance include how and when the valuation premise of highest and best use applies, the application of premiums and discounts, as well as new required disclosures. This guidance iswas effective for reporting periods beginning after December 15, 2011. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. These new disclosures have been included in the Notes to the Company’s consolidated financial statements, as appropriate.

In April 2011, the FASB issued new guidance for a creditor’s determination of whether a restructuring is a troubled debt restructuring (“TDR”). The new guidance provided additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The new guidance required creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered TDR. The financial reporting implications of being classified as a TDR are that the creditor is required to:

Consider the receivable impaired when calculating the allowance for credit losses; and

Provide additional disclosures about its troubled debt restructuring activities in accordance with early adoption prohibited.the requirements of recently issued guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses.

The new guidance was effective for the first interim or annual period beginning on or after June 15, 2011. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. These new disclosures have been included in the Notes to the Company’s consolidated financial statements, as appropriate.

Future Adoption of New Accounting Pronouncements

The FASB issued new guidance that allows investors to elect to use the proportional amortization method to account for investments in qualified affordable housing projects if certain conditions are met. Under this method, which replaces the effective yield method, an investor amortizes the cost of its investment, in proportion to the tax credits and other tax benefits it receives, to income tax expense. The guidance also introduces disclosure requirements for all investments in qualified affordable housing projects, regardless of the accounting method used for those investments. The guidance is effective for annual periods beginning after December 15, 2014. Management does not expect that implementation of this guidance will have a material impact on the Company’s consolidated financial statements.

In October 2010,July 2013, the FASB issued authoritativenew guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this guidance state that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to address diversitya deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. An exception to this guidance would be where a net operating loss carryforward or similar tax loss or credit carryforward would not be available under the tax law to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose. In such a case, the unrecognized tax benefit should be presented in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Under the amended guidance, an entity may defer incremental direct costs of contract acquisitionfinancial statements as a liability and should not be combined with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits, and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts.deferred tax assets. This amended guidance is effective for fiscal years,interim and interimannual periods within those years, beginning after December 15, 2011 and permits, but2013. Management does not require, retrospective application. The Company will adoptexpect implementation of this guidance effective January 1, 2012, and will apply the retrospective method of adoption. Accordingly upon adoption, as a result of acquisition costs previously deferred that are not eligible for deferral under the amended guidance, the December 31, 2011 balances related to DAC will be reduced by approximately $1.1 billion, income taxes payable will be reduced by approximately $372 million with a corresponding reduction, net of taxes, to Retained earnings and Total equity of approximately $691 million. Upon adoption, for the year ended 2011, the Company’s Earnings (loss), before income taxes would increase by approximately $822 million and Net

F-12


Earnings (Loss) Attributable to AXA Equitable would increase by approximately $534 million. Subsequent to the adoption of the guidance, the lower level of costs qualifying for deferral may be only partially offset by a lower level of amortization of DAC, and, as such, may initially result in lower earnings in future periods. While the adoption of this amended guidance changes the timing of when certain costs are reflected in the Company’s consolidated statements of Earnings (Loss), it has no effect on the total acquisition costs to be recognized over time and will have noa material impact on the Company’s cash flows.consolidated financial statements.

Closed Block

As a result of demutualization, the Closed Block was established in 1992 for the benefit of certain individual participating policies that were in force on that date. Assets, liabilities and earnings of the Closed Block are specifically identified to support its participating policyholders.

Assets allocated to the Closed Block inure solely to the benefit of the Closed Block policyholders and will not revert to the benefit of AXA Equitable. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of AXA Equitable’s General Account, any of its Separate Accounts or any affiliate of AXA Equitable without the approval of the Superintendent of The New York State Department of Financial Services, Life Bureau (the “NYSDFS”), formerly the New York State Insurance Department.. Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account.

The excess of Closed Block liabilities over Closed Block assets (adjusted to exclude the impact of related amounts in AOCI) represents the expected maximum future post-tax earnings from the Closed Block that would be recognized in income from continuing operations over the period the policies and contracts in the Closed Block remain in force. As of January 1, 2001, the Company has developed an actuarial calculation of the expected timing of the Closed Block’s earnings.

If the actual cumulative earnings from the Closed Block are greater than the expected cumulative earnings, only the expected earnings will be recognized in net income. Actual cumulative earnings in excess of expected cumulative earnings at any point in time are recorded as a policyholder dividend obligation because they will ultimately be paid to Closed Block policyholders as an additional policyholder dividend unless offset by future performance that is less favorable than originally expected. If a policyholder dividend obligation has been previously established and the actual Closed Block earnings in a subsequent period are less than the expected earnings for that period, the policyholder dividend obligation would be reduced (but not below zero). If, over the period the policies and contracts in the Closed Block remain in force, the actual cumulative earnings of the Closed Block are less than the expected cumulative earnings, only actual earnings would be recognized in income from continuing operations. If the Closed Block has insufficient funds to make guaranteed policy benefit payments, such payments will be made from assets outside the Closed Block.

Many expenses related to Closed Block operations, including amortization of DAC, are charged to operations outside of the Closed Block; accordingly, net revenues of the Closed Block do not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside of the Closed Block.

Investments

The carrying values of fixed maturities classified as AFSavailable-for-sale (“AFS”) are reported at fair value. Changes in fair value are reported in comprehensive income.OCI. The amortized cost of fixed maturities is adjusted for impairments in value deemed to be other than temporary which are recognized in Investment gains (losses), net. The redeemable preferred stock investments that are reported in fixed maturities include real estate investment trusts (“REIT”), perpetual preferred stock, and redeemable preferred stock. These securities may not have a stated maturity, may not be cumulative and do not provide for mandatory redemption by the issuer.

The Company determines the fair values of fixed maturities and equity securities based upon quoted prices in active markets, when available, or through the use of alternative approaches when market quotes are not readily accessible or available. These alternative approaches include matrix or model pricing and use of independent pricing services, each supported by reference to principal market trades or other observable market assumptions for similar securities. More specifically, the matrix pricing approach to fair value is a discounted cash flow methodology that incorporates market interest rates commensurate with the credit quality and duration of the investment.

The Company’s management, with the assistance of its investment advisors, monitors the investment performance of its portfolio and reviews AFS securities with unrealized losses for OTTI.other-than-temporary impairments (“OTTI”). Integral to this review is an assessment made each quarter, on a security-by-security basis, by the Company’s Investments Under Surveillance (“IUS”) Committee, of various indicators of credit deterioration to determine whether the investment security is expected to recover. This assessment includes, but is not limited to, consideration of the duration and severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity, and continued viability of the issuer and, for equity securities only, the intent and ability to hold the investment until recovery, and results in identification of specific securities for which OTTI is recognized.

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If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting OTTI is recognized in earnings (loss) and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage- and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Real estate held for the production of income, including real estate acquired in satisfaction of debt, is stated at depreciated cost less valuation allowances. At the date of foreclosure (including in-substance foreclosure), real estate acquired in satisfaction of debt is valued at estimated fair value. Impaired real estate is written down to fair value with the impairment loss being included in Investment gains (losses), net.

Depreciation of real estate held for production of income is computed using the straight-line method over the estimated useful lives of the properties, which generally range from 40 to 50 years.

Policy loans are stated at unpaid principal balances.

Partnerships, investment companies and joint venture interests that the Company has control of and has a majority economic interest in (that is, greater than 50% of the economic return generated by the entity) or those that meet the requirements for consolidation under accounting guidance for consolidation of VIEs are consolidated. Those that the Company does not have control of and does not have a majority economic interest in and those that do not meet the VIE requirements for consolidation are reported on the equity basis of accounting and are reported either with equity real estate or other equity investments, as appropriate. The Company records its interests in certain of these partnerships on a one quarter lag.

Equity securities, which include common stock, and non-redeemable preferred stock classified as AFS securities, are carried at fair value and are included in other equity investments with changes in fair value reported in OCI.

Trading securities, which include equity securities and fixed maturities, are carried at fair value based on quoted market prices, with unrealized gains (losses) reported in Net earnings (loss).

Corporate owned life insurance (“COLI”) has been purchased by the Company and certain subsidiaries on the lives of certain key employees; certain subsidiaries ofemployees and the Company and these subsidiaries are named as beneficiaries under these policies. COLI is carried at the cash surrender value of the policies. At December 31, 20112013 and 2010,2012, the carrying value of COLI was $737$770 million and $787$715 million, respectively, and is reported in Other invested assets in the consolidated balance sheets.

Short-term investments are reported at amortized cost that approximates fair value and are included in Other invested assets.

Cash and cash equivalents includes cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less. Due to the short-term nature of these investments, the recorded value is deemed to approximate fair value.

All securities owned, including United States government and agency securities, mortgage-backed securities and futures and forwards transactions, are reported in the consolidated financial statements on a trade date basis.

Derivatives

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, values of securities or commodities, credit spreads, market volatility, expected returns, and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non-performance risk used in valuation models. Derivative financial instruments generally used by the Company include swaps, futures, forwards and options and may be exchange-traded or contracted in the over-the-counter market. All derivative positions are carried in the consolidated balance sheets at fair value, generally by obtaining quoted market prices or through the use of valuation models.

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Freestanding derivative contracts are reported in the consolidated balance sheets either as assets within “Other invested assets” or as liabilities within “Other liabilities.” The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. The Company uses derivatives to manage asset/liability risk but has not designated those economic relationships under the criteria to qualify for hedge accounting treatment. All changes in the fair value of the Company’s freestanding derivative positions, including net receipts and payments, are included in “Investment gains (losses), net” without considering changes in the fair value of the economically associated assets or liabilities.

The Company is a party to financial instruments and other contracts that contain “embedded” derivative instruments. At inception, the Company assesses whether the economic characteristics of the embedded instrument are “clearly and closely related” to the economic characteristics of the remaining component of the “host contract” and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When those criteria are satisfied, the resulting embedded derivative is bifurcated from the host contract, carried in the consolidated balance sheets at fair value, and changes in its fair value are recognized immediately and captioned in the consolidated statements of earnings (loss) according to the nature of the related host contract. For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company instead may elect to carry the entire instrument at fair value.

Valuation Allowances for Mortgage Loans:

For commercial and agricultural loans, an allowance for credit loss is typically recommended when management believes it is probable that principal and interest will not be collected according to the contractual terms. Factors that influence management’s judgment in determining allowance for credit losses include the following:

Loan-to-value ratio Derived from current loan balance divided by the fair market value of the property. An allowance for credit loss is typically recommended when the loan-to-value ratio is in excess of 100%. In the case where the loan-to-value is in excess of 100%, the allowance for credit loss is derived by taking the difference between the fair market value (less cost of sale) and the current loan balance.

Debt service coverage ratio Derived from actual net operating income divided by annual debt service. If the ratio is below 1.0x, then the income from the property does not support the debt.

Occupancy Criteria varies by property type but low or below market occupancy is an indicator of sub-par property performance.

Lease expirations The percentage of leases expiring in the upcoming 12 to 36 months are monitored as a decline in rent and/or occupancy may negatively impact the debt service coverage ratio. In the case of single-tenant properties or properties with large tenant exposure, the lease expiration is a material risk factor.

Maturity Loans that are not fully amortizing and have upcoming maturities within the next 12 to 24 months are monitored in conjunction with the capital markets to determine the borrower’s ability to refinance the debt and/or pay off the balloon balance.

Borrower/tenant related issues Financial concerns, potential bankruptcy, or words or actions that indicate imminent default or abandonment of property.

Payment status current vs. delinquent A history of delinquent payments may be a cause for concern.

Property condition Significant deferred maintenance observed during Lender’s annual site inspections.

Other Any other factors such as current economic conditions may call into question the performance of the loan.

Mortgage loans on real estate are stated at unpaid principal balances, net of unamortized discounts and valuation allowances. Valuation allowances are based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or on its collateral value if the loan is collateral dependent. However, if foreclosure is or becomes probable, the collateral value measurement method is used.

Mortgage loans also are individually evaluated quarterly by the IUS Committee for impairment, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages are also identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on AXA Financial Group’sthe Company’s assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation allowance for mortgage loans can increase or decrease from period to period based on such factors.

Impaired mortgage loans without provision for losses are loans where the fair value of the collateral or the net present value of the expected future cash flows related to the loan equals or exceeds the recorded investment. Interest income earned on loans where the collateral value is used to measure impairment is recorded on a cash basis. Interest income on loans where the present value method is used to measure impairment is accrued on the net carrying value amount of the loan at the interest rate used to discount the cash flows. Changes in the present value attributable to changes in the amount or timing of expected cash flows are reported as investment gains or losses.

Mortgage loans on real estate are placed on nonaccrual status once management believes the collection of accrued interest is doubtful. Once mortgage loans on real estate are classified as nonaccrual loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely. At December 31, 20112013 and 2010,2012, the carrying values of commercial and agricultural mortgage loans on real estate that had been classified as nonaccrual loans were $52$93 million and $0 million for commercial and $5$0 million and $3$2 million for agricultural, respectively.

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Troubled Debt Restructuring

When a loan modification is determined to be a troubled debt restructuring, the impairment of the loan is re-measured by discounting the expected cash flows to be received based on the modified terms using the loan’s original effective yield, and the allowance for loss is adjusted accordingly. Subsequent to the modification, income is recognized prospectively based on the modified terms of the loans. Additionally, the loan continues to be subject to the credit review process noted above.

Derivatives

The Company has issued and continues to offer certain variable annuity products with guaranteed minimum death benefit (“GMDB”), guaranteed minimum income benefit (“GMIB”) and guaranteed withdrawal benefit for life (“GWBL”) features. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB/GWBL feature is that under-performance of the financial markets could result in GMIB/GWBL benefits being higher than what accumulated policyholders’ account balances would support. The Company uses derivatives for asset/liability risk management primarily to reduce exposures to equity market declines and interest rate fluctuations. Derivative hedging strategies are designed to reduce these risks from an economic perspective while also considering their impacts on accounting results. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility and interest rates.

A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. For GMDB, GMIB and GWBL, the Company retains certain risks including basis and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB and GWBL features that result from financial markets movements. A portion of exposure to realized interest rate volatility is hedged using swaptions and a portion of exposure to realized equity volatility is hedged using equity options and variance swaps. The Company has purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company.

GWBL features and reinsurance contracts covering GMIB exposure are considered derivatives for accounting purposes and, therefore, are reported in the balance sheet at their fair value. None of the derivatives used in these programs were designated as qualifying hedges under U.S. GAAP accounting guidance for derivatives and hedging. All gains (losses) on derivatives are reported in Net investment income (loss) in the consolidated statements of earnings (loss) except those resulting from changes in the fair values of the embedded derivatives, the GWBL features are reported in Policyholder’s benefits and the GMIB reinsurance contracts are reported on a separate line in the consolidated statement of earnings, respectively.

In addition to its hedging program that seeks to mitigate economic exposures specifically related to variable annuity contracts with GMDB, GMIB and GWBL features, the Company previously had hedging programs to provide additional protection against the adverse effects of equity market and interest rate declines on its statutory liabilities. At December 31, 2011, there were no outstanding balances in these programs.

The Company periodically, including during 2011, has had in place a hedge program to partially protect against declining interest rates with respect to a part of its projected variable annuity sales. At December 31, 2011 there were no outstanding balances.

The Company also uses equity indexed options to hedge its exposure to equity linked and commodity indexed crediting rates on annuity and life products.

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Company currently uses swaptions to reduce the risk associated with minimum crediting rate guarantees on these interest-sensitive contracts.

The Company is exposed to equity market fluctuations through investments in Separate Accounts and may enter into derivative contracts specifically to minimize such risk.

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At December 31, 2011, the Company had open exchange-traded futures positions on the S&P 500, Russell 1000, NASDAQ 100 and Emerging Market indices, having initial margin requirements of $388 million. At December 31, 2011, the Company had open exchange-traded futures positions on the 2-year, 5-year, 10-year, 30-year U.S. Treasury Notes and Eurodollars having initial margin requirements of $165 million. At that same date, the Company had open exchange-traded future positions on the Euro Stoxx, FTSE 100, European, Australasia, Far East (“EAFE”) and Topix indices as well as corresponding currency futures on the Euro/U.S. dollar, Yen/U.S. dollar and Pound/U.S. dollar, having initial margin requirements of $37 million. All exchange-traded futures contracts are net cash settled daily. All outstanding equity-based and treasury futures contracts at December 31, 2011 are exchange-traded and net settled daily in cash.

Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk. Generally, the current credit exposure of the Company’s derivative contracts is limited to the net positive estimated fair value of derivative contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received pursuant to credit support annexes. A derivative with positive value (a derivative asset) indicates existence of credit risk because the counterparty would owe money to the Company if the contract were closed. Alternatively, a derivative contract with negative value (a derivative liability) indicates the Company would owe money to the counterparty if the contract were closed. However, generally if there is more than one derivative transaction with a single counterparty, a master netting arrangement exists with respect to derivative transactions with that counterparty to provide for net settlement.

The Company may be exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. The Company controls and minimizes its counterparty exposure through a credit appraisal and approval process. In addition, the Company has executed various collateral arrangements with counterparties to over-the-counter derivative transactions that require both pledging and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agencies. At December 31, 2011 and December 31, 2010, respectively, the Company held $1,438 million and $512 million in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. This unrestricted cash collateral is reported in Cash and cash equivalents, and the obligation to return it is reported in Other liabilities in the consolidated balance sheets.

Certain of the Company’s standardized contracts for over-the-counter derivative transactions (“ISDA Master Agreements”) contain credit risk related contingent provisions related to its credit rating. In some ISDA Master Agreements, if the credit rating falls below a specified threshold, either a default or a termination event permitting the counterparty to terminate the ISDA Master Agreement would be triggered. In all agreements that provide for collateralization, various levels of collateralization of net liability positions are applicable, depending upon the credit rating of the counterparty. The aggregate fair value of all collateralized derivative transactions that were in a liability position at December 31, 2011, and 2010, respectively, were $4 million and $84 million, for which the Company held collateral of $3 million in 2011, and posted collateral of $99 million in 2010, in the normal operation of its collateral arrangements. If the investment grade related contingent features had been triggered on December 31, 2011, the Company would not have been required to post material collateral to its counterparties.

Net Investment Income (Loss), Investment Gains (Losses), Net and Unrealized Investment Gains (Losses)

Net investment income (loss) and realized investment gains (losses), net (together “investment results”) related to certain participating group annuity contracts which are passed through to the contractholders are offset by amounts reflected as interest credited to policyholders’ account balances.

Realized investment gains (losses) are determined by identification with the specific asset and are presented as a component of revenue. Changes in the valuation allowances are included in Investment gains (losses), net.

Realized and unrealized holding gains (losses) on trading securities are reflected in Net investment income (loss).

Unrealized investment gains (losses) on fixed maturities and equity securities designated as AFS held by the Company are accounted for as a separate component of AOCI, net of related deferred income taxes, amounts attributable to certain pension operations, Closed Blocks’ policyholders dividend obligation, insurance liability loss recognition and DAC related to universal life (“UL”) policies, investment-type products and participating traditional life policies.

Changes in unrealized gains (losses) reflect changes in fair value of only those fixed maturities and equity securities classified as AFS and do not reflect any change in fair value of policyholders’ account balances and future policy benefits.

Fair Value of Other Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance established a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:

 

Level 1

QuotedUnadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.

Level 3

Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

The Company defines fair value as the unadjusted quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value cannot be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

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At December 31, 2011 and 2010, respectively,Management is responsible for the determination of the value of investments classified as Level 1 comprise approximately 70.2% and 74.2% of invested assets measuredcarried at fair value onand the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a recurring basis and primarily include redeemable preferred stock, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy forsingle fair value measurement due to their short-term nature.

At December 31, 2011 and 2010, respectively, investments classified as Level 2 comprise approximately 28.2% and 24.3% of invested assets measured atfor individual securities for which a fair value on a recurring basishas been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and primarily include U.S. government and agencytransactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and certain corporate debt securities, suchother market-observable information, as private fixed maturities. Asapplicable. Specific attributes of the security being valued also are considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market quotes generally are not readilyobservable information is available or accessible forupon which to measure fair value, the Company either will request brokers knowledgeable about these securities their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Theseprovide a non-binding quote or will employ internal valuation methodologies have been studied and evaluated by the Company and the resulting prices determined to be representative of exit values. Segregated securities classified as Level 2 are U.S. Treasury Bills segregated by AllianceBernstein in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At December 31, 2011 and 2010, respectively, approximately $1,718 million and $1,726 million of AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

As disclosed in Note 3, at December 31, 2011 and 2010, respectively, the net fair value of freestanding derivative positions is approximately $1,536 million and $540 million or approximately 65.6% and 38.2% of Other invested assets measured at fair value on a recurring basis. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.

The credit risk of the counterparty and of the Company are considered in determining the fair values of all OTC derivative asset and liability positions, respectively, after taking into account the effects of master netting agreements and collateral arrangements. Each reporting period, the Company values its derivative positions using the standard swap curve and evaluates whether to adjust the embedded credit spread to reflect changes in counterparty or its own credit standing. As a result, the Company reduced the fair value of its OTC derivative asset exposures by $11 million at December 31, 2011 to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the non-performance risk of the Company for purpose of determining the fair value of its OTC liability positions at December 31, 2011.

At December 31, 2011 and 2010, respectively, investments classified as Level 3 comprise approximately 1.6% and 1.5% of invested assets measured at fair value on a recurring basis and primarily include corporate debt securities, such as private fixed maturities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification at December 31, 2011 and 2010, respectively, were approximately $347 million and $277 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. The Company applies various due-diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately $1,082 million and $1,251 million of mortgage- and asset-backed securities, including commercial mortgage-backed securities (“CMBS”), are classified as Level 3 at December 31, 2011 and 2010, respectively. At December 31, 2011, the Company continued to apply a risk-adjusted present value technique to estimate the fair value of CMBS securities below the senior AAA tranche due to ongoing insufficient frequency and volume of observable trading activity in these securities. In applying this valuation methodology, the Company adjusted the projected cash flows of these securities for origination year, default metrics, and level of subordination, with the objective of maximizing observable inputs, and weighted the result with a 10% attribution to pricing sourced from a third party service whose process placed significant reliance on market trading activity.

Level 3 also includes the GMIB reinsurance asset and the GWBL features’ liability, which are accounted for as derivative contracts. The GMIB reinsurance asset’s fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market

F-18


consistent economic scenarios while the GWBL related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GWBL feature over a range of market-consistent economic scenarios. The valuations of both the GMIB asset and GWBL features’ liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds consistent with the S&P 500 Index. Using methodology similar to that described for measuring non-performance risk of OTC derivative exposures, incremental adjustment is made to the resulting fair values of the GMIB asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties and of AXA Equitable, respectively. After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB asset by $688 million and $147 million at December 31, 2011 and 2010, respectively, to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the AA quality claims-paying rating of AXA Equitable, therefore, no incremental adjustment was made for non-performance risk for purpose of determining the fair value of the GWBL features’ liability embedded derivative at December 31, 2011.

Fair value measurements are required on a non-recurring basis for certain assets, including goodwill, mortgage loans on real estate, equity real estate held for production of income, and equity real estate held for sale, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. In 2011 and 2010, no assets were required to be measured at fair value on a non-recurring basis.

Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts and pension and other postretirement obligations. Fair market values of off-balance-sheet financial instruments of the Insurance Group were not material at December 31, 2011 and 2010.

models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for mortgage loans on real estate are measured by discounting future contractual cash flows using interest rates at which loans with similar characteristics and credit quality would be made. Fair values for foreclosed mortgage loans and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.reasonableness.

Other limited partnership interests and other equity investments, including interests in investment companies, are accounted for under the equity method.

The fair values for the Company’s association plan contracts, supplementary contracts not involving life contingencies (“SCNILC”), deferred annuities and certain annuities, which are included in Policyholders’ account balances, and guaranteed interest contracts are estimated using projected cash flows discounted at rates reflecting current market rates.

Fair values for long-term debt are determined using published market values, when available, or contractual cash flows discounted at market interest rates. The fair values for non-recourse mortgage debt are determined by discounting contractual cash flows at a rate that takes into account the level of current market interest rates and collateral risk. The fair values for recourse mortgage debt are determined by discounting contractual cash flows at a rate based upon current interest rates of other companies with credit ratings similar to the Company. The Company’s fair value of short-term borrowings approximates its carrying value. The fair values of the Company’s borrowing and lending arrangements with AXA affiliated entities are determined in the same manner as herein described for such transactions with third-parties.

Recognition of Insurance Income and Related Expenses

Premiums from UL and investment-type contracts are reported as deposits to policyholders’ account balances. Revenues from these contracts consist of fees assessed during the period against policyholders’ account balances for mortality charges, policy administration charges and surrender charges. Policy benefits and claims that are charged to expense include benefit claims incurred in the period in excess of related policyholders’ account balances.

Premiums from participating and non-participating traditional life and annuity policies with life contingencies generally are recognized in income when due. Benefits and expenses are matched with such income so as to result in the recognition of profits over the life of the contracts. This match is accomplished by means of the provision for liabilities for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

For contracts with a single premium or a limited number of premium payments due over a significantly shorter period than the total period over which benefits are provided, premiums are recorded as revenue when due with any excess profit deferred and recognized in income in a constant relationship to insurance in-force or, for annuities, the amount of expected future benefit payments.

Premiums from individual health contracts are recognized as income over the period to which the premiums relate in proportion to the amount of insurance protection provided.

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DAC

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, reflecting incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including payroll fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts including commissions, underwriting, agency and policy issue expenses, are deferred. DAC is subject to recoverability testing at the time of policy issue and loss recognition testing at the end of each accounting period.

After the initial establishment of reserves, premium deficiency and loss recognition tests are performed each period end using best estimate assumptions as of the testing date without provisions for adverse deviation. When the liabilities for future policy benefits plus the present value of expected future gross premiums for the aggregate product group are insufficient to provide for expected future policy benefits and expenses for that line of business (i.e., reserves net of any DAC asset), DAC would first be written off and thereafter, if required, a premium deficiency reserve would be established by a charge to earnings.

In accordance with the guidance for the accounting and reporting by insurance enterprises for certain long-duration contracts and participating contracts and for realized gains and losses from the sale of investments, current and expected future profit margins for products covered by this guidance are examined regularly in determining the amortization of DAC. Due primarily to the significant decline in Separate Accounts balances during 2008 and a change in the estimate of average gross short-term annual return on Separate Accounts balances to 9.0%, future estimated gross profits at December 31, 2008 for certain issue years for the Accumulator® products were expected to be negative as the increases in the fair values of derivatives used to hedge certain risks related to these products arewould be recognized in current earnings while the related reserves do not fully and immediately reflect the impact of equity and interest market fluctuations. As required under U.S. GAAP, for those issue years with future estimated negative gross profits, the DAC amortization method was permanently changed in fourth quarter 2008 from one based on estimated gross profits to one based on estimated account balancesassessments for the Accumulator® products, subject to loss recognition testing. In second quarter 2011, the DAC amortization method was changed to one based on estimated account balancesassessments for all issue years for the Accumulator® products due to the continued volatility of margins and the continued emergence of periods of negative margins.

ForDAC associated with UL products and investment-type products, other than Accumulator® products DAC is amortized over the expected total life of the contract group as a constant percentage of estimated gross profits arising principally from investment results, Separate Account fees, mortality and expense margins and surrender charges based on historical and anticipated future experience, updated at the end of each accounting period. When estimated gross profits are expected to be negative for multiple years of a contract life, DAC is amortized using the present value of estimated assessments. The effect on the amortization of DAC of revisions to estimated gross profits or assessments is reflected in earnings (loss) in the period such estimated gross profits or assessments are revised. A decrease in expected gross profits or assessments would accelerate DAC amortization. Conversely, an increase in expected gross profits or assessments would slow DAC amortization. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to AOCI in consolidated equity as of the balance sheet date.

A significant assumption in the amortization of DAC on variable annuities and to a lesser extent, on variable and interest-sensitive life insurance relates to projected future Separate Account performance. Management sets estimated future gross profit or assessment assumptions related to Separate Account performance using a long-term view of expected average market returns by applying a reversion to the mean approach, a commonly used industry practice. This future return approach influences the projection of fees earned, as well as other sources of estimated gross profits. Returns that are higher than expectations for a given period produce higher than expected account balances, increase the fees earned resulting in higher expected future gross profits and lower DAC amortization for the period. The opposite occurs when returns are lower than expected.

In applying this approach to develop estimates of future returns, it is assumed that the market will return to an average gross long-term return estimate, developed with reference to historical long-term equity market performance. Currently, the average gross long-term return estimate is measured from December 31, 2008. Management has set limitations as to maximum and minimum future rate of return assumptions, as well as a limitation on the duration of use of these maximum or minimum rates of return. At December 31, 2011,2013, the average gross short-term and long-term annual return estimate on variable and interest-sensitive life insurance and variable annuities was 9.0% (6.7%(6.68)% net of product weighted average Separate Account fees), and the gross maximum and minimum short-term annual rate of return limitations were 15.0% (12.7%(12.68)% net of product weighted average Separate Account fees) and 0.0% (–2.3%(-2.32% net of product weighted average Separate Account fees), respectively. The maximum duration over which these rate limitations may be applied is 5 years. This approach will continue to be applied in future periods. These assumptions of long-term growth are subject to assessment of the reasonableness of resulting estimates of future return assumptions.

If actual market returns continue at levels that would result in assuming future market returns of 15.0% for more than 5 years in order to reach the average gross long-term return estimate, the application of the 5 year maximum duration limitation would result in an acceleration of DAC amortization. Conversely, actual market returns resulting in assumed future market returns of 0.0% for more than 5 years would result in a required deceleration of DAC amortization. At December 31, 2011,2013, current projections of future average gross market returns assume a 0.0% annualized return for the next quarter,seven quarters, which is within the maximum and minimum limitations grading to a reversion to the mean of 9.0% in sixfifteen quarters.

In addition, projections of future mortality assumptions related to variable and interest-sensitive life products are based on a long-term average of actual experience. This assumption is updated quarterly to reflect recent experience as it emerges. Improvement of life mortality in future periods from that currently projected would result in future deceleration of DAC amortization. Conversely, deterioration of life mortality in future periods from that currently projected would result in future acceleration of DAC amortization. Generally, life mortality experience has been improving in recent years.

F-20


Other significant assumptions underlying gross profit estimates for UL and investment type products relate to contract persistency and General Account investment spread.

For participating traditional life policies (substantially all of which are in the Closed Block), DAC is amortized over the expected total life of the contract group as a constant percentage based on the present value of the estimated gross margin amounts expected to be realized over the life of the contracts using the expected investment yield. At December 31, 2011,2013, the average rate of assumed investment yields, excluding policy loans, was 5.5%5.3% grading to 5.0% over 10 years. Estimated gross margins include anticipated premiums and investment results less claims and administrative expenses, changes in the net level premium reserve and expected annual policyholder dividends. The effect on the accumulated amortization of DAC of revisions to estimated gross margins is reflected in earnings in the period such estimated gross margins are revised. The effect on the DAC assets that would result from realization of unrealized gains (losses) is recognized with an offset to AOCI in consolidated equity as of the balance sheet date. Many of the factors that affect gross margins are included in the determination of the Company’s dividends to these policyholders. DAC adjustments related to participating traditional life policies do not create significant volatility in results of operations as the Closed Block recognizes a cumulative policyholder dividend obligation expense in “Policyholders’ dividends,” for the excess of actual cumulative earnings over expected cumulative earnings as determined at the time of demutualization.

DAC associated with non-participating traditional life policies is amortized in proportion to anticipated premiums. Assumptions as to anticipated premiums are estimated at the date of policy issue and are consistently applied during the life of the contracts. Deviations from estimated experience are reflected in earnings (loss) in the period such deviations occur. For these contracts, the amortization periods generally are for the total life of the policy. DAC related to these policies is subject to recoverability testing as part of AXA Financial Group’s premium deficiency testing. If a premium deficiency exists, DAC is reduced by the amount of the deficiency or to zero through a charge to current period earnings (loss). If the deficiency exceeds the DAC balance, the reserve for future policy benefits is increased by the excess, reflected in earnings (loss) in the period such deficiency occurs.

Contractholder Bonus Interest Credits

Contractholder bonus interest credits are offered on certain deferred annuity products in the form of either immediate bonus interest credited or enhanced interest crediting rates for a period of time. The interest crediting expense associated with these contractholder bonus interest credits is deferred and amortized over the lives of the underlying contracts in a manner consistent with the amortization of DAC. Unamortized balances are included in Other assets.

Policyholders’ Account Balances and Future Policy Benefits

Policyholders’ account balances for UL and investment-type contracts are equal to the policy account values. The policy account values represent an accumulation of gross premium payments plus credited interest less expense and mortality charges and withdrawals.

The Company issues or has issued and continues to offer certain variable annuity products with GMDB and GWBLGuaranteed income benefit (“GIB”) features. The Company previously issued certain variable annuity products with Guaranteed withdrawal benefit for life (“GWBL”) and other features. The Company also issues certain variable annuity products that contain a GMIB feature which, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates. This minimum lifetime annuity is based on predetermined annuity purchase rates applied to a GMIB base. Reserves for GMDB and GMIB obligations are calculated on the basis of actuarial assumptions related to projected benefits and related contract charges generally over the lives of the contracts using assumptions consistent with those used in estimating gross profits for purposes of amortizing DAC. The determination of this estimated liability is based on models that involve numerous estimates and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender and withdrawal rates, mortality experience, and, for contracts with the GMIB feature, GMIB election rates. Assumptions regarding Separate Account performance used for purposes of this calculation are set using a long-term view of expected average market returns by applying a reversion to the mean approach, consistent with that used for DAC amortization. There can be no assurance that ultimate actual experience will not differ frombe consistent with management’s estimates.

For reinsurance contracts other than those covering GMIB exposure, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities.

For participating traditional life policies, future policy benefit liabilities are calculated using a net level premium method on the basis of actuarial assumptions equal to guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of annual dividends earned. Terminal dividends are accrued in proportion to gross margins over the life of the contract.

For non-participating traditional life insurance policies, future policy benefit liabilities are estimated using a net level premium method on the basis of actuarial assumptions as to mortality, persistency and interest established at policy issue. Assumptions established at policy issue as to mortality and persistency are based on the Insurance Group’s experience that, together with interest and expense assumptions, includes a

F-21


margin for adverse deviation. Benefit liabilities for traditional annuities during the accumulation period are equal to accumulated contractholders’ fund balances and, after annuitization, are equal to the present value of expected future payments. Interest rates used in establishing such liabilities range from 2.25% to 10.9% for life insurance liabilities and from 2.12%1.57% to 10.7%11.25% for annuity liabilities.

Individual health benefit liabilities for active lives are estimated using the net level premium method and assumptions as to future morbidity, withdrawals and interest. Benefit liabilities for disabled lives are estimated using the present value of benefits method and experience assumptions as to claim terminations, expenses and interest. While management believes its disability income (“DI”) reserves have been calculated on a reasonable basis and are adequate, there can be no assurance reserves will be sufficient to provide for future liabilities.

When the liabilities for future policy benefits plus the present value of expected future gross premiums for a product are insufficient to provide for expected future policy benefits and expenses for that product, DAC is written off and thereafter, if required, a premium deficiency reserve is established by a charge to earnings.

Policyholders’ Dividends

The amount of policyholders’ dividends to be paid (including dividends on policies included in the Closed Block) is determined annually by AXA Equitable’s board of directors. The aggregate amount of policyholders’ dividends is related to actual interest, mortality, morbidity and expense experience for the year and judgment as to the appropriate level of statutory surplus to be retained by AXA Equitable.

At December 31, 2011,2013, participating policies, including those in the Closed Block, represent approximately 6.8%5.2% ($24 billion)21,194 million) of directly written life insurance in-force, net of amounts ceded.

Separate Accounts

Generally, Separate Accounts established under New York State Insurance Law are not chargeable with liabilities that arise from any other business of the Insurance Group. Separate Accounts assets are subject to General Account claims only to the extent Separate Accounts assets exceed Separate Accounts liabilities. Assets and liabilities of the Separate Accounts represent the net deposits and accumulated net investment earnings (loss) less fees, held primarily for the benefit of contractholders, and for which the Insurance Group does not bear the investment risk. Separate Accounts’ assets and liabilities are shown on separate lines in the consolidated balance sheets. Assets held in Separate Accounts are reported at quoted market values or, where quoted values are not readily available or accessible for these securities, their fair value measures most often are determined through the use of model pricing that effectively discounts prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. The assets and liabilities of six Separate Accounts are presented and accounted for as General Account assets and liabilities due to the fact that not all of the investment performance in those Separate Accounts is passed through to policyholders. Investment assets in these Separate Accounts principally consist of fixed maturities that are classified as available for saleAFS in the accompanying consolidated financial statements.

The investment results of Separate Accounts, including unrealized gains (losses), on which the Insurance Group does not bear the investment risk are reflected directly in Separate Accounts liabilities and are not reported in revenues in the consolidated statements of earnings (loss). For 2011, 20102013, 2012 and 2009,2011, investment results of such Separate Accounts were gains (losses) of $19,022 million, $10,110 million and $(2,928) million, $10,117 million and $15,465 million, respectively.

Deposits to Separate Accounts are reported as increases in Separate Accounts liabilities and are not reported in revenues. Mortality, policy administration and surrender charges on all policies including those funded by Separate Accounts are included in revenues.

The Company reports the General Account’s interests in Separate Accounts as Other equity investments in the consolidated balance sheets.

Recognition of Investment Management Revenues and Related Expenses

Commissions, fees and other income principally include the Investment Management segment’s investment advisory and service fees, distribution revenues and institutional research services revenue. Investment advisory and service base fees, generally calculated as a percentage, referred to as basis points (“BPs”), of assets under management, are recorded as revenue as the related services are performed; they include brokerage transactions charges received by Sanford C. Bernstein & Co. LLC (“SCB LLC”) for certain retail, private client and institutional investment client transactions. Certain investment advisory contracts, including those associated with hedge funds, provide for a performance-based fee, in addition to or in lieu of a base fee which is calculated as either a percentage of absolute investment results or a percentage of the investment results in excess of a stated benchmark over a specified period of time. Performance-based fees are recorded as a component of revenue at the end of each contract’s measurement period. Institutional research services revenue consists of brokerage transaction charges received by SCB LLC and Sanford C. Bernstein Limited (“SCBL”), for independent research and brokerage-related services provided to institutional investors. Brokerage transaction charges earned and related expenses are recorded on a trade date basis. Distribution revenues and shareholder servicing fees are accrued as earned.

F-22


Commissions paid to financial intermediaries in connection with the sale of shares of open-end AllianceBernstein sponsored mutual funds sold without a front-end sales charge (“back-end load shares”) are capitalized as deferred sales commissions and amortized over periods not exceeding five and one-half years for U.S. fund shares and four years for non-U.S. fund shares, the periods of time during which the deferred sales commissions are generally recovered. These commissions are recovered from distribution services fees received from those funds and from contingent deferred sales commissions (“CDSC”) received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Effective January 31, 2009, back-end load shares are no longer offered to new investors by AllianceBernstein’s U.S. funds. Management tests the deferred sales commission asset for recoverability quarterly and determined that the balance as of December 31, 20112013 was not impaired.

AllianceBernstein’s management determines recoverability by estimating undiscounted future cash flows to be realized from this asset, as compared to its recorded amount, as well as the estimated remaining life of the deferred sales commission asset over which undiscounted future cash flows are expected to be received. Undiscounted future cash flows consist of ongoing distribution services fees and CDSC. Distribution services fees are calculated as a percentage of average assets under management related to back-end load shares. CDSC are based on the lower of cost or current value, at the time of redemption, of back-end load shares redeemed and the point at which redeemed during the applicable minimum holding period under the mutual fund distribution system.

Significant assumptions utilized to estimate future average assets under management and undiscounted future cash flows from back-end load shares include expected future market levels and redemption rates. Market assumptions are selected using a long-term view of expected average market returns based on historical returns of broad market indices. Future redemption rate assumptions are determined by reference to actual redemption experience over the five-year, three-year and one-year periods and current quarterly periods ended December 31, 2011.2013. These assumptions are updated periodically. Estimates of undiscounted future cash flows and the remaining life of the deferred sales commission asset are made from these assumptions and the aggregate undiscounted cash flows are compared to the recorded value of the deferred sales commission asset. If AllianceBernstein’s management determines in the future that the deferred sales commission asset is not recoverable, an impairment condition would exist and a loss would be measured as the amount by which the recorded amount of the asset exceeds its estimated fair value. Estimated fair value is determined using AllianceBernstein’s management’s best estimate of future cash flows discounted to a present value amount.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired companies, and relates principally to the Bernstein Acquisition and purchases of AllianceBernstein units. In accordance with the guidance for Goodwill and Other Intangible Assets, goodwill is tested annually for impairment and at interim periods if events or circumstances indicate an impairment could have occurred.

Intangible assets related to the Bernstein Acquisition and purchases of AllianceBernstein Units include values assigned to contracts of businesses acquired based on their estimated fair value at the time of acquisition, less accumulated amortization. These intangible assets are generally amortized on a straight-line basis over their estimated useful life of approximately 20 years. All intangible assets are periodically reviewed for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, additional impairment tests are performed to measure the amount of the impairment loss, if any.

Other Accounting Policies

Capitalized internal-use software, included in Other assets in the consolidated balance sheets, is amortized on a straight-line basis over the estimated useful life of the software that ranges between onethree and ninefive years.

If an impairment is determined to have occurred, software capitalization is accelerated for the remaining balance deemed to be impaired.

AXA Financial and certain of its consolidated subsidiaries and affiliates, including the Company, file a consolidated Federal income tax return. 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. Deferred income tax assets and liabilities are recognized based on the difference between financial statement carrying amounts and income tax bases of assets and liabilities using enacted income tax rates and laws.

3)
F-23

INVESTMENTS


3)INVESTMENTS

Fixed Maturities and Equity Securities

The following table provides information relating to fixed maturities and equity securities classified as AFS:

 

Available-for-Sale Securities by Classification

                                                                                                    
Available-for-Sale Securities by ClassificationAvailable-for-Sale Securities by Classification 
    Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Fair Value   OTTI
in AOCI 
(3)
      Amortized    
Cost
 Gross
    Unrealized    
Gains
 Gross
    Unrealized    
Losses
 Fair
    Value    
 OTTI
    in AOCI(3)    
 
    (In Millions) 

December 31, 2011:

                  

Fixed Maturities:

                  
     (In Millions)     

December 31, 2013:

     

Fixed Maturity Securities:

     

Corporate

    $21,444      $1,840      $147      $23,137    $     $21,516   $1,387   $213   $22,690   $  

U.S. Treasury, government and agency

     3,598       350              3,948         3,584    22    477    3,129      

States and political subdivisions

     478       64       2       540         444    35       477      

Foreign governments

     461       65       1       525         392    46       433      

Commercial mortgage-backed

     1,306       7       411       902     22    971    10    265    716    23  

Residential mortgage-backed (1)

     1,556       90              1,646         914    34       947      

Asset-backed (2)

     260       15       11       264     6    132    11       140     

Redeemable preferred stock

     1,106       38       114       1,030         883    55    51    887      
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Fixed Maturities

     30,209       2,469       686       31,992     28    28,836    1,600    1,017    29,419    27  

Equity securities

     18       1              19         37           34      
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total at December 31, 2011

    $30,227      $2,470      $686      $32,011    $28  

Total at December 31, 2013

   $28,873   $1,600   $1,020   $29,453   $27  
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

December 31, 2010:

                  

Fixed Maturities:

                  

December 31, 2012:

     

Fixed Maturity Securities:

     

Corporate

    $20,494      $1,348      $110      $21,732    $     $20,854   $2,364   $20   $23,198   $  

U.S. Treasury, government and agency

     1,986       18       88       1,916         4,664    517       5,180      

States and political subdivisions

     516       11       16       511         445    85        530      

Foreign governments

     502       59       1       560         454    76        530      

Commercial mortgage-backed

     1,473       5       375       1,103     19    1,175    16    291    900    13  

Residential mortgage-backed (1)

     1,601       67              1,668         1,864    85        1,949      

Asset-backed (2)

     245       13       12       246     7    175    12       182     

Redeemable preferred stock

     1,364       23       66       1,321         1,089    60    11    1,138      
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Fixed Maturities

     28,181       1,544       668       29,057     26    30,720    3,215    328    33,607    18  

Equity securities

     26              3       23         23           24      
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total at December 31, 2010

    $    28,207      $    1,544      $    671      $    29,080    $    26  

Total at December 31, 2012

   $30,743   $3,216   $328   $33,631   $18  
    

 

     

 

     

 

     

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

(2) 

Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

(3) 

Amounts represent OTTI losses in AOCI, which were not included in earnings (loss) in accordance with current accounting guidance.

At December 31, 20112013 and 2010,2012, respectively, the Company had trading fixed maturities with an amortized cost of $172$243 million and $207$194 million and carrying values of $172$238 million and $208$202 million. Gross unrealized gains on trading fixed maturities were $4$2 million and $3$12 million and gross unrealized losses were $7 million and $4 million for 2013 and $2 million for 2011 and 2010,2012, respectively.

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at December 31, 20112013 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

F-24


Available-for-Sale Fixed Maturities

Contractual Maturities at December 31, 2011

   Amortized
Cost
   Fair Value 
   (In Millions) 

Due in one year or less

  $2,058    $2,090  

Due in years two through five

   8,257     8,722  

Due in years six through ten

   9,881     10,723  

Due after ten years

   5,785     6,615  
  

 

 

   

 

 

 

Subtotal

   25,981     28,150  

Commercial mortgage-backed securities

   1,306     902  

Residential mortgage-backed securities

   1,556     1,646  

Asset-backed securities

   260     264  
  

 

 

   

 

 

 

Total

  $    29,103    $    30,962  
  

 

 

   

 

 

 

Available-for-Sale Fixed Maturities 
Contractual Maturities at December 31, 2013 
      Amortized Cost          Fair Value     
  

 

(In Millions)

 

Due in one year or less

   $953   $969  

Due in years two through five

  7,786    8,387  

Due in years six through ten

  10,232    10,561  

Due after ten years

  6,965    6,812  
 

 

 

  

 

 

 

Subtotal

  25,936    26,729  

Commercial mortgage-backed securities

  971    716  

Residential mortgage-backed securities

  914    947  

Asset-backed securities

  132    140  
 

 

 

  

 

 

 

Total

   $27,953   $28,532  
 

 

 

  

 

 

 

The Company recognizedfollowing table shows proceeds from sales, gross gains (losses) from sales and OTTI onfor AFS fixed maturities as follows:during 2013, 2012 and 2011:

 

    December 31,   December 31, 
    2011   2010   2009           2013                       2012                       2011         
    (In Millions)   

 

(In Millions)

 

Credit losses recognized in earnings (loss) (1)

    $(32  $(282  $(168

Proceeds from sales

    $                3,220      $                139      $                340  
  

 

   

 

   

 

 

Gross gains on sales

    $71      $13      $ 
  

 

   

 

   

 

 

Gross losses on sales

    $(88)      $(12)      $(9)  
  

 

   

 

   

 

 

Total OTTI

    $(81)    $(96)    $(36)  

Non-credit losses recognized in OCI

     (4   (18   (6   15          
    

 

   

 

   

 

   

 

   

 

   

 

 

Total OTTI

     $    (36)     $    (300)     $    (174)  

Credit losses recognized in earnings (loss)

    $(66)    $(94)    $(32)  
    

 

   

 

   

 

   

 

   

 

   

 

 

(1)

During 2011, 2010 and 2009, respectively, included in credit losses recognized in earnings (loss) were OTTI of $0 million, $6 million and $3 million related to AFS fixed maturities as the Company intended to sell or expected to be required to sell these impaired fixed maturities prior to recovering their amortized cost.

The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Company at the dates indicated and the corresponding changes in such amounts.

Fixed Maturities—Maturities - Credit Loss Impairments

 

          2013                 2012         
    2011   2010   (In Millions) 
    (In Millions) 

Balances at January 1,

    $(329  $(146    $(372   $(332

Previously recognized impairments on securities that matured, paid, prepaid or sold

                 29                 99     67    54  

Recognized impairments on securities impaired to fair value this period (1)

          (6         

Impairments recognized this period on securities not previously impaired

     (27   (268   (59  (62

Additional impairments this period on securities previously impaired

     (5   (8   (6  (32

Increases due to passage of time on previously recorded credit losses

                     

Accretion of previously recognized impairments due to increases in expected cash flows

                     
    

 

   

 

   

 

  

 

 

Balances at December 31,

    $(332  $(329    $(370   $(372
    

 

   

 

   

 

  

 

 

 

(1) 

Represents circumstances where the Company determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Net unrealized investment gains (losses) on fixed maturities and equity securities classified as AFS are included in the consolidated balance sheets as a component of AOCI. The table below presents these amounts as of the dates indicated:

 

  December 31, 
          2013                 2012         
    December 31, 
    2011   2010   (In Millions) 
    (In Millions) 

AFS Securities:

         

Fixed maturities:

         

With OTTI loss

    $(47  $(16    $(28 $(12

All other

     1,830     892     610    2,899  

Equity securities

     1     (3   (3   
    

 

   

 

   

 

  

 

 

Net Unrealized Gains (Losses)

    $    1,784    $    873      $                    579   $                    2,888  
    

 

   

 

   

 

  

 

 

F-25


Changes in net unrealized investment gains (losses) recognized in AOCI include reclassification adjustments to reflect amounts realized in Net earnings (loss) for the current period that had been part of OCI in earlier periods. The tables that follow below present a rollforward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized, and all other:

Net Unrealized Gains (Losses) on Fixed Maturities with OTTI Losses

 

    Net
Unrealized
Gains
(Losses) on
Investments
   DAC   Policyholders
Liabilities
     Deferred
Income
Tax
Asset
(Liability)
     AOCI Gain
(Loss)
Related to Net
Unrealized
Investment
Gains (Losses)
  Net
Unrealized
Gains

(Losses) on
  Investments  
   DAC     Policyholders  
Liabilities
 Deferred
Income

Tax Asset
  (Liability)  
 AOCI Gain
(Loss) Related

to Net
Unrealized
Investment
  Gains (Losses)  
 
    (In Millions) 

Balance, January 1, 2011

    $(16  $3    $2      $4      $(7
 (In Millions) 

Balance, January 1, 2013

   $(12)   $  $  $  $(5)  

Net investment gains (losses) arising during the period

     (32                      (32  (14)                (14)  

Reclassification adjustment for OTTI losses:

                     

Included in Net earnings (loss)

     5                        5    13                13  

Excluded from Net earnings (loss) (1)

     (4                      (4  (15)                (15)  

Impact of net unrealized investment gains
(losses) on:

                     

DAC

          2                   2                    

Deferred income taxes

                      8       8                    

Policyholders liabilities

               4              4                    
    

 

   

 

   

 

     

 

     

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2011

    $(47  $    5    $    6      $    12      $(24

Balance, December 31, 2013

   $(28)   $      2   $10   $  $(11)  
    

 

   

 

   

 

     

 

     

 

  

 

  

 

  

 

  

 

  

 

 

Balance, January 1, 2010

    $(11  $5    $      $2      $(4

Balance, January 1, 2012

   $(47)     $    $    $12     $(24)  

Net investment gains (losses) arising during the period

     3                        3                    

Reclassification adjustment for OTTI losses:

                     

Included in Net earnings (loss)

                 9                        9    32                32  

Excluded from Net earnings (loss) (1)

     (17                      (17  (2)                (2)  

Impact of net unrealized investment gains (losses) on:

                     

DAC

          (2                 (2      (4)            (4)  

Deferred income taxes

                      2               2                (10)    (10)  

Policyholders liabilities

               2              2            (2)        (2)  
    

 

   

 

   

 

     

 

     

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2010

    $(16  $3    $2      $4      $(7

Balance, December 31, 2012

   $(12)     $    $    $    $(5)  
    

 

   

 

   

 

     

 

     

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

F-26


All Other Net Unrealized Investment Gains (Losses) in AOCI

                                                                                               

All Other Net Unrealized Investment Gains (Losses) in AOCI

All Other Net Unrealized Investment Gains (Losses) in AOCI

 
    Net
Unrealized
Gains
(Losses) on
Investments
   DAC   Policyholders
Liabilities
 Deferred
Income
Tax
Asset
(Liability)
   AOCI Gain
(Loss)
Related to Net
Unrealized
Investment
Gains (Losses)
  Net
Unrealized
Gains

(Losses) on
  Investments  
   DAC     Policyholders  
Liabilities
 Deferred
Income

Tax Asset
  (Liability)  
 AOCI Gain
(Loss) Related

to Net
Unrealized
Investment
  Gains (Losses)  
 
    (In Millions) 

Balance, January 1, 2011

    $889    $(135   $    (121)    $    (223)    $    410  
 (In Millions) 

Balance, January 1, 2013

   $2,900   $(179)   $(603)   $(741)   $1,377  

Net investment gains (losses) arising during the period

     915                   915    (2,370)                (2,370)  

Reclassification adjustment for OTTI losses:

                

Included in Net earnings (loss)

     23                   23    62                62  

Excluded from Net earnings (loss) (1)

     4                   4    15                15  

Impact of net unrealized investment gains
(losses) on:

                

DAC

          (81            (81      72            72  

Deferred income taxes

                   (207   (207              651    651  

Policyholders liabilities

               (264       (264          358        358  
    

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2011

    $1,831    $(216  $(385 $(430  $800  

Balance, December 31, 2013

   $607     $(107)     $(245)     $(90)     $165  
    

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance, January 1, 2010

    $(6  $(21  $   $32    $5  

Balance, January 1, 2012

   $1,831   $(207)   $(385)   $(433)   $806  

Net investment gains (losses) arising during the period

         680           —           —          —         680    1,008                1,008  

Reclassification adjustment for OTTI losses:

                

Included in Net earnings (loss)

     198                   198    59                59  

Excluded from Net earnings (loss) (1)

     17                   17                    

Impact of net unrealized investment gains
(losses) on:

                

DAC

          (114            (114      28            28  

Deferred income taxes

                   (255   (255              (308)    (308)  

Policyholders liabilities

               (121       (121          (218)        (218)  
    

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2010

    $889    $(135  $(121  $    (223)    $410  

Balance, December 31, 2012

   $2,900   $(179)   $(603)   $(741)   $1,377  
    

 

   

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) (1)

Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

F-27


The following tables disclose the fair values and gross unrealized losses of the 535747 issues at December 31, 20112013 and the 550402 issues at December 31, 20102012 of fixed maturities that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:

 

     Less Than 12 Months   12 Months or Longer  Total 
     Fair Value     Gross
Unrealized
Losses
   Fair Value     Gross
Unrealized
Losses
  Fair Value   Gross
Unrealized
Losses
 
     (In Millions) 

December 31, 2011:

                 

Fixed Maturities:

                 

Corporate

    $1,910      $(96  $389      $(51 $2,299    $(147

U.S. Treasury, government and agency

     149                       149       

States and political subdivisions

                 18       (2  18     (2

Foreign governments

     30       (1   5           35     (1

Commercial mortgage-backed

     79       (27   781       (384  860     (411

Residential mortgage-backed

                 1           1       

Asset-backed

     49            44       (11  93     (11

Redeemable preferred stock

     341       (28   325       (86  666     (114
    

 

 

     

 

 

   

 

 

     

 

 

  

 

 

   

 

 

 

Total

    $    2,558       $    (152)     $    1,563       $    (534)    $    4,121     $    (686)  
    

 

 

     

 

 

   

 

 

     

 

 

  

 

 

   

 

 

 

December 31, 2010:

                 

Fixed Maturities:

                 

Corporate

    $1,999      $(68  $394      $(42 $2,393    $(110

U.S. Treasury, government and agency

     820       (42   171       (46  991     (88

States and political subdivisions

     225       (9   33       (7  258     (16

Foreign governments

     77       (1   10           87     (1

Commercial mortgage-backed

     46       (3   936       (372  982     (375

Residential mortgage-backed

     157            2           159       

Asset-backed

     23            65       (12  88     (12

Redeemable preferred stock

     345       (7   689       (59  1,034     (66
    

 

 

     

 

 

   

 

 

     

 

 

  

 

 

   

 

 

 

Total

    $3,692      $(130  $2,300      $(538 $5,992    $(668
    

 

 

     

 

 

   

 

 

     

 

 

  

 

 

   

 

 

 

   Less Than 12 Months   12 Months or Longer   Total 
    Fair Value    Gross
 Unrealized 
Losses
    Fair Value    Gross
 Unrealized 
Losses
    Fair Value    Gross
 Unrealized 
Losses
 
   (In Millions) 

December 31, 2013:

            

Fixed Maturity Securities:

            

Corporate

    $4,381    $(187)    $248    $(26)    $4,629    $(213)  

U.S. Treasury, government and agency

   2,645     (477)               2,645     (477)  

States and political subdivisions

   36     (2)               36     (2)  

Foreign governments

   68     (4)         (1)     75     (5)  

Commercial mortgage-backed

   30     (5)     529     (260)     559     (265)  

Residential mortgage-backed

   260     (1)              261     (1)  

Asset-backed

            28     (3)     30     (3)  

Redeemable preferred stock

   232     (49)     79     (2)     311     (51)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $7,654    $(725)    $892    $(292)    $8,546    $(1,017)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2012:

            

Fixed Maturity Securities:

            

Corporate

    $562    $(5)    $208    $(15)    $770    $(20)  

U.S. Treasury, government
and agency

   513     (1)               513     (1)  

States and political subdivisions

   20                    20       

Foreign governments

                           

Commercial mortgage-backed

       (3)     805     (288)     812     (291)  

Residential mortgage-backed

   27                   28       

Asset-backed

            36     (5)     44     (5)  

Redeemable preferred stock

   143     (1)     327     (10)     470     (11)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    $1,286    $(10)    $1,379    $(318)    $2,665    $(328)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s investments in fixed maturity securities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of AXA Equitable, other than securities of the U.S. government, U.S. government agencies, and certain securities guaranteed by the U.S. government. The Company maintains a diversified portfolio of corporate securities across industries and issuers and does not have exposure to any single issuer in excess of 0.3% of total investments. The largest exposures to a single issuer of corporate securities held at December 31, 20112013 and 20102012 were $139$158 million and $142$138 million, respectively. Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the National Association of Insurance Commissioners (“NAIC”) designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At December 31, 20112013 and 2010,2012, respectively, approximately $2,179$1,913 million and $2,303$2,095 million, or 7.2%6.6% and 8.2%6.8%, of the $30,210$28,836 million and $28,181$30,720 million aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had net unrealized losses of $455$215 million and $361$224 million at December 31, 20112013 and 2010,2012, respectively.

The Company does not originate, purchase or warehouse residential mortgages and is not in the mortgage servicing business. The Company’s fixed maturity investment portfolio includes residential mortgage backed securities (“RMBS”) backed by subprime and Alt-A residential mortgages, comprised of loans made by banks or mortgage lenders to residential borrowers with lower credit ratings. The criteria used to categorize such subprime borrowers include Fair Isaac Credit Organization (“FICO”) scores, interest rates charged, debt-to-income ratios and loan-to-value ratios. Alt-A residential mortgages are mortgage loans where the risk profile falls between prime and subprime; borrowers typically have clean credit histories but the mortgage loan has an increased risk profile due to higher loan-to-value and debt-to-income ratios and/or inadequate documentation of the borrowers’ income. At December 31, 20112013 and 2010,2012, respectively, the Company owned $23$10 million and $30$17 million in RMBS backed by subprime residential mortgage loans, and $13$8 million and $17$11 million in RMBS backed by Alt-A residential mortgage loans. RMBS backed by subprime and Alt-A residential mortgages are fixed income investments supporting General Account liabilities.

F-28


At December 31, 2011,2013, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $6$17 million.

At December 31, 20112013 and 2010,2012, respectively, the amortized cost of the Company’s trading account securities was $1,014$4,225 million and $482$2,265 million with respective fair values of $982$4,221 million and $506$2,309 million. Also at December 31, 20112013 and 2010,2012, respectively, Other equity investments included the General Account’s investment in Separate Accounts which had carrying values of $48$192 million and $42$58 million and costs of $50$183 million and $41$57 million as well as other equity securities with carrying values of $19$34 million and $23$24 million and costs of $18$37 million and $26$23 million.

In 2011, 20102013, 2012 and 2009,2011, respectively, net unrealized and realized holding gains (losses) on trading account equity securities, including earnings (losses) on the General Account’s investment in Separate Accounts, of $(42)$48 million, $39$69 million and $133$(42) million, respectively, were included in Net investment income (loss) in the consolidated statements of earnings (loss).

Mortgage Loans

The payment terms of mortgage loans on real estate may from time to time be restructured or modified. The investment in restructured mortgage loans on real estate, based on amortized cost, amounted to $141$135 million and $0$126 million at December 31, 20112013 and 2010,2012, respectively. Gross interest income on these loans included in net investment income (loss) totaled $2 million, $7 million $0 million and $0$7 million in 2011, 20102013, 2012 and 2009,2011, respectively. Gross interest income on restructured mortgage loans on real estate that would have been recorded in accordance with the original terms of such loans amounted to $7 million, $0$8 million and $0$7 million in 2013, 2012 and 2011, 2010 and 2009, respectively.

Troubled Debt Restructurings

In 2011, one of the two2 loans shown in the table below werewas modified to interest only payments until February 1, 2012 and October 1,5, 2013. On October 10, 2013, this loan was further modified to interest only payments through June 5, 2014, at which time the loans revertloan reverts to theirits normal amortizing payment. On one ofIn 2012, the loans, a $4 million letter of creditsecond loan was cashedmodified retroactive to reduce the principal balance.July 1, 2012 payment and was converted to interest only payments through maturity in August 2014. Due to the nature of the modifications, short-term principal amortization relief, the modifications have no financial impact. The fair market value of the underlying real estate collateral is the primary factor in determining the allowance for credit losses and as such, modifications of loan terms typically have no direct impact on the allowance for credit losses.

Troubled Debt Restructuring—Restructuring - Modifications

December 31, 20112013

 

   Number
of Loans
   Outstanding Recorded Investment 
     Pre-Modification   Post - Modification 
       (In Millions) 

Troubled debt restructurings:

      

Agricultural mortgage loans

       $    $  

Commercial mortgage loans

   2     145     141  
  

 

 

   

 

 

   

 

 

 

Total

       2    $    145    $      141  
  

 

 

   

 

 

   

 

 

 

   Number   Outstanding Recorded Investment 
     of Loans         Pre-Modification           Post - Modification     
       (Dollars In Millions) 

Commercial mortgage loans

       126     135  

There were no default payments on the above loans during 2011.2013.

There were no agricultural troubled debt restructuring mortgage loans in  2013.

Valuation Allowances for Mortgage Loans:

Allowance for credit losses for mortgage loans for 2011, 20102013, 2012 and 20092011 are as follows:

 

     Commercial Mortgage Loans 
         2011        ��  2010             2009     
     (In Millions) 

Allowance for credit losses:

    

Beginning Balance, January 1,

    $18    $      $  

Charge-offs

                   

Recoveries

     (8            

Provision

     22     18         
    

 

 

   

 

 

     

 

 

 

Ending Balance, December 31,

    $32    $18      $  
    

 

 

   

 

 

     

 

 

 

Ending Balance, December 31,:

          

Individually Evaluated for Impairment

    $32    $18      $  
    

 

 

   

 

 

     

 

 

 

Collectively Evaluated for Impairment

    $    $      $  
    

 

 

   

 

 

     

 

 

 

Loans Acquired with Deteriorated Credit Quality

    $    —    $    —      $    —  
    

 

 

   

 

 

     

 

 

 

F-29


   Commercial Mortgage Loans 
   2013   2012   2011 
Allowance for credit losses:  (In Millions) 

Beginning Balance, January 1,

    $34    $32    $18  

Charge-offs

               

Recoveries

   (2)     (24)     (8)  

Provision

   10     26     22  
  

 

 

   

 

 

   

 

 

 

Ending Balance, December 31,

  $42    $34    $32  
  

 

 

   

 

 

   

 

 

 

Ending Balance, December 31,:

      

Individually Evaluated for Impairment

    $                42    $                34    $  ��             32  
  

 

 

   

 

 

   

 

 

 

There were no allowances for credit losses for agricultural mortgage loans in 2011, 20102013, 2012 and 2009.2011.

The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value. The following tables provide information relating to the loan-to-value and debt service coverage ratio for commercial and agricultural mortgage loans at December 31, 20112013 and 2010,2012, respectively.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 20112013

 

                                                                                                  
    Debt Service Coverage Ratio       Debt Service Coverage Ratio     
Loan-to-Value Ratio:(2)    Greater
than 2.0x
     1.8x to
2.0x
     1.5x to
1.8x
     1.2x to
1.5x
   1.0x to
1.2x
   Less
than
1.0x
   Total
Mortgage
Loan
   Greater
than 2.0x
   1.8x to
2.0x
   1.5x to 1.8x   1.2x to 1.5x   1.0x to
1.2x
   Less than
1.0x
   Total
Mortgage
Loans
 
    (In Millions)   (In Millions) 

Commercial Mortgage Loans (1)

                                    

0% - 50%

    $182      $      $33      $30    $31    $    $276      $285    $    $    $    $36    $    $321  

50% - 70%

     201       252       447       271     45          1,216     360     573     671     533     135          2,272  

70% - 90%

            41       280       318     213          852     116          313     240     105     219     993  

90% plus

                   84       135     296     117     632     135               60     27     48     270  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Commercial Mortgage Loans

    $383      $293      $844      $754    $585    $117    $2,976      $896    $573    $984    $833    $303    $267    $3,856  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

 
                        

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Agricultural Mortgage Loans (1)

                      

Agricultural Mortgage Loans(1)

  

            

0% - 50%

    $150      $89      $175      $247    $190    $8    $859      $185    $82    $214    $410    $208    $49    $1,148  

50% - 70%

     68       15       101       158     82     45     469     127     50     193     164     149     39     722  

70% - 90%

                          1          8     9                                     

90% plus

                                                                              
    

 

     

 

     

 

     

 

   

 

   

 

   

 

 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Agricultural Mortgage Loans

    $218      $104      $276      $406    $272    $61    $1,337      $312    $132    $407    $574    $357    $88    $1,870  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
                      

Total Mortgage Loans (1)

                      

Total Mortgage Loans(1)

  

            

0% - 50%

    $332      $89      $208      $277    $221    $8    $1,135      $470    $82    $214    $410    $244    $49    $1,469  

50% - 70%

     269       267       548       429     127     45     1,685     487     623     864     697     284     39     2,994  

70% - 90%

            41       280       319     213     8     861     116          313     240     105     219     993  

90% plus

                   84       135     296     117     632     135               60     27     48     270  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Mortgage Loans

    $    601      $    397      $    1,120      $    1,160    $    857    $    178    $    4,313      $      1,208    $        705    $        1,391    $        1,407    $        660    $        355    $        5,726  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

The debt service coverage ratio is calculated using the most recently reported net operating income results from property operations divided by annual debt service.

(2) 

The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

F-30


Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 2010

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 2012

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

December 31, 2012

 
    Debt Service Coverage Ratio       Debt Service Coverage Ratio     
Loan-to-Value Ratio: (2)    Greater
than 2.0x
     1.8x to
2.0x
     1.5x to
1.8x
     1.2x to
1.5x
   1.0x to
1.2x
   Less
than
1.0x
   Total
Mortgage
Loan
   Greater
than 2.0x
   1.8x to
2.0x
   1.5x to
1.8x
   1.2x to
1.5x
   1.0x to
1.2x
   Less
than
1.0x
   Total
Mortgage
Loans
 
    (In Millions)   (In Millions) 

Commercial Mortgage Loans (1)

                                    

0% - 50%

    $59      $      $      $52    $    $    $111      $269    $21    $    $    $27    $    $317  

50% - 70%

     32       109       111       72     55          379     370     75     619     655               1,719  

70% - 90%

     194       35       406       402     124     50     1,211     61     102     235     445     131     15     989  

90% plus

                   87       24     402     61     574                    156     89     165     410  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Commercial Mortgage Loans

    $700    $198    $854    $1,256    $247    $180    $3,435  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Commercial Mortgage Loans

    $285      $144      $604      $550    $581    $111    $2,275  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

 

Agricultural Mortgage Loans (1)

                                    

0% - 50%

    $155      $80      $162      $243    $186    $5    $831      $179    $84    $211    $308    $177    $49    $1,008  

50% - 70%

     52       13       134       150     107     24     480     122     29     136     188     116     50     641  

70% - 90%

                                                                           

90% plus

                               3          3                                     
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Agricultural Mortgage Loans

    $301    $113    $347    $497    $293    $107    $1,658  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Agricultural Mortgage Loans

    $207      $93      $296      $393    $296    $29    $1,314  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

 

Total Mortgage Loans (1)

                      

Total Mortgage Loans(1)

  

            

0% - 50%

    $214      $80      $162      $295    $186    $5    $942      $448    $105    $211    $308    $204    $49    $1,325  

50% - 70%

     84       122       245       222     162     24     859     492     104     755     843     116     50     2,360  

70% - 90%

     194       35       406       402     124     50     1,211     61     102     235     446     131     23     998  

90% plus

                   87       24     405     61     577                    156     89     165     410  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Mortgage Loans

    $    492      $    237      $    900      $    943    $    877    $    140    $    3,589      $      1,001    $        311    $        1,201    $        1,753    $        540    $        287    $        5,093  
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

The debt service coverage ratio is calculated using the most recently reported net operating income results from property operations divided by annual debt service.

(2) 

The loan-to-value ratio is derived from current loan balance divided by the fair market value of the property. The fair market value of the underlying commercial properties is updated annually.

F-31


The following table provides information relating to the aging analysis of past due mortgage loans at December 31, 20112013 and 2010,2012, respectively.

Age Analysis of Past Due Mortgage Loans

 

     30-59
Days
     60-89
Days
     90
Days
Or >
     Total   Current   Total
Financing
Receivables
   Recorded
Investment
> 90 Days
and
Accruing
 
     (In Millions) 

December 31, 2011

                      

Commercial

    $61      $    —      $    —      $61    $2,915    $2,976    $    —  

Agricultural

     5       1       7       13     1,324     1,337     3  
    

 

 

     

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Total Mortgage Loans

    $    66      $1      $7      $    74    $    4,239    $    4,313    $3  
    

 

 

     

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2010

                      

Commercial

    $      $      $      $    $2,275    $2,275    $  

Agricultural

                   5       5     1,309     1,314     3  
    

 

 

     

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

Total Mortgage Loans

    $      $      $5      $5    $3,584    $3,589    $3  
    

 

 

     

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

 

   30-59 Days   60-89
Days
   90
Days
Or >
   Total   Current   Total
Financing
Receivables
   Recorded
Investment
> 90 Days
and
Accruing
 
   (In Millions) 

December 31, 2013

              

Commercial

    $    $    $    $    $3,856    $3,856    $  

Agricultural

           14     23     1,847     1,870     14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Mortgage Loans

    $   $   $14    $23    $5,703    $5,726    $14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2012

              

Commercial

    $    $    $    $    $3,435    $3,435    $  

Agricultural

           10     17     1,641     1,658      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Mortgage Loans

    $            6    $            1    $            10    $            17    $        5,076    $        5,093    $        9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table provides information relating to impaired loans at December 31, 20112013 and 2010,2012, respectively.

 

Impaired Mortgage Loans

    Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
   Average
Recorded
Investment (1)
   Interest
Income
Recognized
       Impaired Mortgage Loans     
    (In Millions) 

December 31, 2011:

                
  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment(1)
   Interest
Income
Recognized
 
  (In Millions) 

December 31, 2013:

          

With no related allowance recorded:

                          

Commercial mortgage loans—other

    $      $      $    $    $  

Commercial mortgage loans - other

    $    $    $    $    $  

Agricultural mortgage loans

     5       5            5                               
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $5      $5      $    —    $5    $      $    $    $    $   $  
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
                

With related allowance recorded:

                          

Commercial mortgage loans—other

    $202      $202      $(32  $152    $8  

Commercial mortgage loans - other

    $135    $135    $(42)    $139    $ 

Agricultural mortgage loans

                                                        
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $202      $202      $(32  $152    $8      $135    $135    $(42)    $139    $ 
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2010:

                

December 31, 2012:

          

With no related allowance recorded:

                          

Commercial mortgage loans—other

    $      $      $    $    $  

Commercial mortgage loans - other

    $    $    $    $    $  

Agricultural mortgage loans

     3       3                                         
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $3      $3      $    $    $    —      $   $   $    $   $  
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

With related allowance recorded:

                          

Commercial mortgage loans—other

    $122      $122      $(18  $24    $2  

Commercial mortgage loans - other

    $170    $170    $(34)    $178    $10  

Agricultural mortgage loans

                                                        
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $    122      $    122      $(18  $    24    $2      $            170    $            170    $            (34)    $        178    $            10  
    

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Represents a five-quarter average of recorded amortized cost.

F-32


Equity Real Estate

The Insurance Group’s investment in equity real estate is through direct ownership and through investments in real estate joint ventures.

Accumulated depreciation on real estate was $0 million and $0 million at December 31, 2011 and 2010, respectively. Depreciation expense on real estate totaled $0 million, $0 million and $8 million for 2011, 2010 and 2009, respectively.

At December 31, 2011 and 2010, AXA Equitable’s equity real estate portfolio had no valuation allowances.

Equity Method Investments

Included in other equity investments are interests in limited partnership interests and investment companies accounted for under the equity method with a total carrying value of $1,587$1,596 million and $1,459$1,520 million, respectively, at December 31, 20112013 and 2010.2012. Included in equity real estate are interests in real estate joint ventures accounted for under the equity method with a total carrying value of $91$3 million and $131$0 million, respectively, at December 31, 20112013 and 2010.2012. The Company’s total equity in net earnings (losses) for these real estate joint ventures and limited partnership interests was $179$206 million, $173$170 million and $(78)$179 million, respectively, for 2011, 20102013, 2012 and 2009.

2011.

Summarized below is the combined financial information only for those real estate joint ventures and for those limited partnership interests accounted for under the equity method in which the Company has an investment of $10 million or greater and an equity interest of 10.0% or greater (3(6 and 3 individual ventures at December 31, 20112013 and 2010,2012, respectively) and the Company’s carrying value and equity in net earnings (loss) for those real estate joint ventures and limited partnership interests:

 

   December 31,      December 31,       
   2011   2010  2013 2012 
   (In Millions)  

 

(In Millions)

 

BALANCE SHEETS

BALANCE SHEETS

  

       

Investments in real estate, at depreciated cost

Investments in real estate, at depreciated cost

  

  $    584    $    557     $          231   $          233   

Investments in securities, generally at fair value

Investments in securities, generally at fair value

  

   51     40    482    54   

Cash and cash equivalents

Cash and cash equivalents

  

   10     4         

Other assets

Other assets

  

   13     62    14    14   
  

 

   

 

  

 

  

 

  

Total Assets

Total Assets

  

  $658    $663     $734   $309   
  

 

   

 

  

 

  

 

  

Borrowed funds—third party

  

  $372    $299  

Borrowed funds-third party

   $159   $162   

Other liabilities

Other liabilities

  

   6     7    10    11   
  

 

   

 

  

 

  

 

  

Total liabilities

Total liabilities

  

   378     306    169    173   
  

 

   

 

 
 

 

  

 

  

Partners’ capital

Partners’ capital

  

   280     357    565    136   
  

 

   

 

  

 

  

 

  

Total Liabilities and Partners’ Capital

Total Liabilities and Partners’ Capital

  

  $658    $663     $734   $309   
  

 

   

 

  

 

  

 

    

The Company’s Carrying Value in These Entities Included Above

   $216   $63   
 

 

  

 

  

The Company’s Carrying Value in These Entities Included Above

  

  $169    $196  
  

 

   

 

  2013 2012 
    

2011

   

2010

   

2009

  (In Millions)
    (In Millions) 

STATEMENTS OF EARNINGS (LOSS)

           

Revenues of real estate joint ventures

    $    111    $110    $30     $25   $26   

Net revenues of other limited partnership interests

     6     3     (5  11      

Interest expense—third party

     (21   (22   (7

Interest expense-third party

       

Other expenses

     (61   (59   (17  (22)    (19)   
    

 

   

 

   

 

  

 

  

 

  

Net Earnings (Loss)

    $35    $32    $1     $14   $10   
    

 

   

 

   

 

  

 

  

 

  

The Company’s Equity in Net Earnings (Loss) of These Entities Included Above

    $20    $18    $2     $            9   $            18   
    

 

   

 

   

 

  

 

  

 

  

F-33


Derivatives and Offsetting Assets and Liabilities

The Company uses derivatives for asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a “Derivative Use Plan” approved by the NYSDFS. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets.

Derivatives utilized to hedge exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer certain variable annuity products with GMDB, GMIB and GIB features. The Company had previously issued certain variable annuity products with guaranteed withdrawal benefit for life (“GWBL”), guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum accumulation benefit (“GMAB”) features (collectively, “GWBL and other features”). The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB benefits, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with the GIB and GWBL and other features is that under-performance of the financial markets could result in the GIB and GWBL and other features’ benefits being higher than what accumulated policyholders’ account balances would support.

For GMDB, GMIB, GIB and GWBL and other features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual versus expected assumptions for mortality, lapse and surrender, withdrawal and contractholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMDB, GMIB, GIB and GWBL and other features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps. The Company has purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company.

At the end of 2012, AXA Equitable adjusted its outlook for future interest rate scenarios for some variable annuities with hedged GMDB and GMIB guarantees, as measured under AXA Equitable’s economic hedging framework, leading to a reduction in AXA Equitable’s estimate of its interest rate exposure. The reduced interest rate exposure led to AXA Equitable reducing the size of its interest rate hedges, as well as a change to the maturity profile of the hedge instruments. In addition, AXA Equitable began to fully unwind its swap and swaption positions hedging exposure to interest rate volatility completing a full unwind of the related GMDB and GMIB position in the first quarter 2013, and completing the full unwind of swaps and swaptions in the second quarter 2013.

The Company periodically, including during 2013, has had in place a hedge program to partially protect against declining interest rates with respect to a part of its projected variable annuity sales.

Derivatives utilized to hedge crediting exposure on SCS, SIO, MSO and IUL products/investment options

The Company also uses equity index options on the S&P 500, Russell 2000, Morgan Stanley Capital International (“MSCI”), Europe, Australasia and Far East (“EAFE”), MSCI Emerging Markets (“EM”) and NASDAQ indices as well as options on Gold, Oil and a Real Estate index for the purpose of hedging crediting rate exposure in its Structured Capital Strategies® (“SCS”) variable annuity, Structured Investment Option in the EQUI-VEST® variable annuity series (“SIO”), Market Stabilizer Option® (“MSO”) in the variable life insurance products and Indexed Universal Life (“IUL”) insurance products. This involves entering into a package of calls and/or put options whose payoff mimics the crediting rate embedded in individual segments of the products. For the SCS variable annuity product, a portion of the exposure is hedged using asset swaps.

Derivatives utilized to hedge risks associated with interest margins on Interest Sensitive Life and Annuity Contracts

Margins or “spreads” on interest-sensitive life insurance and annuity contracts are affected by interest rate fluctuations as the yield on portfolio investments, primarily fixed maturities, are intended to support required payments under these contracts, including interest rates credited to their policy and contract holders. The Company uses swaptions and swaps to reduce the risk associated with interest margins on these interest-sensitive contracts. At December 31, 2013, there were no positions outstanding for these programs.

Derivatives utilized to hedge equity market risks associated with the General Account’s investments in Separate Accounts

The Company’s General Account investment in Separate Account equity funds exposes the Company to equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.

Derivatives utilized for General Account Investment Portfolio

Beginning in the second quarter 2013, the Company implemented a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible under its investment guidelines through the sale of credit default swaps. Under the terms of these swaps, the Company receives quarterly fixed premiums that, together with any initial amount paid or received at trade inception, replicate the credit spread otherwise currently obtainable by purchasing the referenced entity’s bonds of similar maturity. These credit derivatives have remaining terms of five years or less and are recorded at fair value with changes in fair value, including the yield component that emerges from initial amounts paid or received, reported in Net investment income (loss). The Company manages its credit exposure taking into consideration both cash and derivatives based positions and selects the reference entities in its replicated credit exposures in a manner consistent with its selection of fixed maturities. In addition, the Company has transacted the sale of credit default swaps exclusively in single name reference entities of investment grade credit quality and with counterparties subject to collateral posting requirements. If there is an event of default by the reference entity or other such credit event as defined under the terms of the swap contract, the Company is obligated to perform under the credit derivative and, at the counterparty’s option, either pay the referenced amount of the contract less an auction-determined recovery amount or pay the referenced amount of the contract and receive in return the defaulted or similar security of the reference entity for recovery by sale at the contract settlement auction. To date, there have been no events of default or circumstances indicative of a deterioration in the credit quality of the named referenced entities to require or suggest that the Company will have to perform under these credit default swaps. The maximum potential amount of future payments the Company could be required to make under these credit derivatives is limited to the par value of the referenced securities which is the dollar-equivalent of the derivative notional amount. The Standard North American CDS Contract (“SNAC”) under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.

Periodically the Company purchases 30-year, Treasury Inflation Protected Securities (“TIPS”) as General Account investments, and simultaneously enters into asset swap contracts (“ASW”), to result in payment of the variable principal at maturity and semi-annual coupons of the TIPS to the swap counterparty (pay variable) in return for fixed amounts (receive fixed). These swap contracts, when considered in combination with the TIPS, together result in a net position that is intended to replicate a fixed-coupon cash bond with a yield higher than a term-equivalent US Treasury bond.

The tables below present quantitative disclosures about the Company’s derivative instruments, including those embedded in other contracts though required to be accounted for as derivative instruments.

Derivative Instruments by Category

At or For the Year Ended December 31, 2011

     Notional
Amount
     Fair Value     Gains (Losses)
Reported In
Earnings (Loss)
 
         Asset
Derivatives
     Liability
Derivatives
     
     (In Millions) 

Freestanding derivatives:

                

Equity contracts: (1)

                

Futures

    $6,443      $      $2      $(34

Swaps

     784       10       21       33  

Options

     1,211       92       85       (20

Interest rate contracts: (1)

                

Floors

     3,000       327              139  

Swaps

     9,826       503       317       590  

Futures

     11,983                     849  

Swaptions

     7,354       1,029              817  

Other freestanding contracts: (1)

                

Foreign currency Contracts

     38                       
                

 

 

 

Net investment income (loss)

                 2,374  
                

 

 

 

Embedded derivatives:

                

GMIB reinsurance contracts (2)

            10,547              5,941  

GWBL and other features (3)

                   227       (189
    

 

 

     

 

 

     

 

 

     

 

 

 

Balances, December 31, 2011

    $    40,639      $    12,508      $    652      $    8,126  
    

 

 

     

 

 

     

 

 

     

 

 

 

(1)

Reported in Other invested assets or Other liabilities in the consolidated balance sheets.

(2)

Reported in Other assets in the consolidated balance sheets.

(3)

Reported in Future policy benefits and other policyholder liabilities.

F-34


Derivative Instruments by Category

At or For the Year Ended December 31, 20102013

 

   Fair Value   
 Notional
Amount
 Asset
Derivatives
 Liability
Derivatives
 Gains (Losses)
Reported In
Earnings (Loss)
 
    Notional
Amount
     Fair Value     Gains (Losses)
Reported In
Earnings (Loss)
 
    Asset
Derivatives
     Liability
Derivatives
      (In Millions) 
    (In Millions) 

Freestanding derivatives:

                    

Equity contracts: (1)

                    

Futures

    $3,772      $      $      $(815   $4,935   $  $  $(1,434)  

Swaps

     734              27       (79  1,293       51    (316)  

Options

     1,070       5       1       (49  7,506    1,056    593    366  

Interest rate contracts: (1)

                    

Floors

     9,000       326              157    2,400    193       (5)  

Swaps

     5,352       201       134       250    9,823    216    212    (1,010)  

Futures

     5,151                     289    10,763          (314)  

Swaptions

     4,479       171              (38           (154)  

Credit contracts:(1)

    

Credit default swaps

  342    10        

Other freestanding contracts: (1)

                    

Foreign currency contracts

     133              1       1  

Foreign currency Contracts

  112          (3)  
                

 

     

 

 

Net investment income (loss)

                 (284     (2,866)  
                

 

     

 

 

Embedded derivatives:

                    

GMIB reinsurance contracts(2)

            4,606              2,350  

GMIB reinsurance contracts

     6,746       (4,297)  

GWBL and other features(3)

                   38       17  

GIB and GWBL and other features(2)

           265  

SCS, SIO, MSO and IUL indexed features(3)

        346    (429)  
    

 

     

 

     

 

     

 

  

 

  

 

  

 

  

 

 

Balances, December 31, 2010

    $    29,691      $    5,309      $    201      $    2,083  

Balances, December 31, 2013

   $            37,174   $                8,222   $                1,207   $                (7,327)  
    

 

     

 

     

 

     

 

  

 

  

 

  

 

  

 

 

 

(1) 

Reported in Other invested assets in the consolidated balance sheets.

(2) 

Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.

(3)

SCS and SIO are reported in Policyholders’ account balances; MSO and IUL are reported in Future policyholders’ benefits and other policyholders’ liabilities in the consolidated balance sheets.

Derivative Instruments by Category

At or For the Year Ended December 31, 2012

     Fair Value    
  Notional
Amount
  Asset
Derivatives
  Liability
Derivatives
  Gains (Losses)
Reported In
Earnings (Loss)
 
  (In Millions) 

Freestanding derivatives:

    

Equity contracts:(1)

    

Futures

   $6,189   $  $2  $(1,058)  

Swaps

  965       56   (320)  

Options

  3,492    443    219   66 

Interest rate contracts:(1)

    

Floors

  2,700    291       68 

Swaps

  18,239    554    353   402 

Futures

  14,033          84 

Swaptions

  7,608    502       (220)  

Other freestanding contracts:(1)

    

Foreign currency contracts

  81           
    

 

 

 

Net investment income (loss)

     (978)  
    

 

 

 

Embedded derivatives:

    

GMIB reinsurance contracts

     11,044       497 

GIB and GWBL and other features(2)

 

  

 

 

 

 

  

 

 

 

 

  

 

265 

 

 

 

  

 

26

 

 

 

 

 

 

  

 

 

  

 

 

  

 

 

 

Balances, December 31, 2012

   $                53,307   $                12,837   $                895   $                (455)  
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Reported in Other invested assets in the consolidated balance sheets.

(3)(2) 

Reported in Future policy benefits and other policyholder liabilities.policyholders’ liabilities in the consolidated

balance sheets.

At December 31, 2013, the Company had open exchange-traded futures positions on the S&P 500, Russell 2000, NASDAQ 100 and Emerging Market indices, having initial margin requirements of $194 million. At December 31, 2013, the Company had exchange-traded futures positions on the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, and on Eurodollars futures, having initial margin requirements of $58 million. At that same date, the Company had open exchange-traded future positions on the Euro Stoxx, FTSE 100, Topix and European, Australasia, and Far East (“EAFE”) indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, and Yen/U.S. dollar having initial margin requirements of $6 million. All outstanding equity-based and treasury futures contracts at December 31, 2013 are exchange-traded and net settled daily in cash. Although notional amount is the most commonly used measure of volume in the derivatives market, it is not used as a measure of credit risk. A derivative with positive fair value (a derivative asset) indicates existence of credit risk because the counterparty would owe money to the Company if the contract were closed at the reporting date. Alternatively, a derivative contract with negative fair value (a derivative liability) indicates the Company would owe money to the counterparty if the contract were closed at the reporting date. To reduce credit exposures in over-the-counter (“OTC”) derivative transactions the Company generally enters into master agreements that provide for a netting of financial exposures with the counterparty and allow for collateral arrangements. The Company further controls and minimizes its counterparty exposure through a credit appraisal and approval process.

The standardized “ISDA Master Agreement” under which the Company conducts its OTC derivative transactions includes provisions for payment netting. In the normal course of business activities, if there is more than one derivative transaction with a single counterparty, the Company will set-off the cash flows of those derivatives into a single amount to be exchanged in settlement of the resulting net payable or receivable with that counterparty. In the event of default, insolvency, or other similar event pre-defined under the ISDA Master Agreement that would result in termination of OTC derivatives transactions before their maturity, netting procedures would be applied to calculate a single net payable or receivable with the counterparty.

Under the ISDA Master Agreement, the Company generally has executed a Credit Support Annex (“CSA”) with each of its OTC derivative counterparties that require both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agencies. These CSAs are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are applicable. Consequently, the credit exposure of the Company’s OTC derivative contracts is limited to the net positive estimated fair value of those contracts at the reporting date after taking into consideration the existence of netting agreements and any collateral received pursuant to CSAs. Derivatives are recognized at fair value in the consolidated balance sheets and are reported either as assets in Other invested assets or as liabilities in Other liabilities, except for embedded insurance-related derivatives as earlier described above and derivatives transacted with a related counterparty. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed.

At December 31, 2013 and 2012, respectively, the Company held $607 million and $1,165 million in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. This unrestricted cash collateral is reported in Cash and cash equivalents, and the obligation to return it is reported in Other liabilities in the consolidated balance sheets. The aggregate fair value of all collateralized derivative transactions that were in a liability position at December 31, 2013 and 2012, respectively, were $42 million and $5 million, for which the Company posted collateral of $35 million and $5 million at December 31, 2013 and 2012, respectively, in the normal operation of its collateral arrangements. Certain of the Company’s ISDA Master Agreements contain contingent provisions that permit the counterparty to terminate the ISDA Master Agreement if the Company’s credit rating falls below a specified threshold, however, the occurrence of such credit event would not impose additional collateral requirements.

On June 10, 2013, new derivative regulations under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act went into effect, requiring financial entities, including U.S. life insurers, to clear newly executed OTC interest rate swaps with central clearing houses, and to post larger sums of higher quality collateral, among other provisions. Counterparties subject to these new regulations are required to post initial margin to the clearing house as well as variation margin to cover any daily negative mark-to-market movements in the value of newly executed OTC interest rate swap contracts. Centrally cleared OTC interest rate swap contracts, protected by initial margin requirements and higher quality collateral-eligible assets, are expected to reduce the risk of loss in the event of counterparty default. The Company has counterparty exposure to the clearing house and its clearing broker for futures and OTC derivative contracts. Since the introduction of these new derivative regulations, there have been no significant impacts from the Company’s compliance as existing derivative positions are grandfathered. Similarly, the Company does not expect the new regulations to materially increase the amount or change the quality of collateral that otherwise would have been imposed directly with its counterparties under CSAs.

The following table presents information about the Insurance Segment’s offsetting of financial assets and liabilities and derivative instruments at December 31, 2013.

Offsetting of Financial Assets and Liabilities and Derivative Instruments

At December 31, 2013

  Gross
Amounts
Recognized
  Gross
Amounts
Offset in the
Balance Sheets
  Net Amounts
Presented in the
Balance Sheets
 
  (In Millions) 

ASSETS(1)

   

Description

   

Derivatives:

   

Equity contracts

   $            1,056     $            642     $414  

Interest rate contracts

  344    211    133  

Credit contracts

         
 

 

 

  

 

 

  

 

 

 

Total Derivatives, subject to an ISDA Master Agreement

  1,409    853    556  

Total Derivatives, not subject to an ISDA Master Agreement

  64       64  
 

 

 

  

 

 

  

 

 

 

Total Derivatives

  1,473    853    620  

Other financial instruments

  733       733  
 

 

 

  

 

 

  

 

 

 

Other invested assets

   $2,206     $853     $        1,353  
 

 

 

  

 

 

  

 

 

 

LIABILITIES(2)

   

Description

   

Derivatives:

   

Equity contracts

   $642     $642     $ 

Interest rate contracts

  211    211     

Credit contracts

         
 

 

 

  

 

 

  

 

 

 

Total Derivatives, subject to an ISDA Master Agreement

  853    853     

Total Derivatives, not subject to an ISDA Master Agreement

         
 

 

 

  

 

 

  

 

 

 

Total Derivatives

  853    853     

Other financial liabilities

  2,653       2,653  
 

 

 

  

 

 

  

 

 

 

Other liabilities

   $3,506     $853     $2,653  
 

 

 

  

 

 

  

 

 

 

 

4)(1)

Excludes Investment Management segment’s $3 million net derivative assets and $84 million of securities borrowed.

(2)

Excludes Investment Management segment’s $8 million net derivative liability and $65 million of securities loaned.

The following table presents information about the Insurance segment’s gross collateral amounts that are not offset in the consolidated balance sheets at December 31, 2013.

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets

At December 31, 2013

  Net Amounts
Presented in the
Balance Sheets
  Collateral (Received)/Held    
   Financial
Instruments
  Cash  Net   
Amounts  
 
  (In Millions) 

Counterparty A

   $46     $    $(46)     $ 

Counterparty B

  17       (17)     

Counterparty C

  28       (28)     

Counterparty D

  175       (175)     

Counterparty E

  47       (47)     

Counterparty F

  (28)       28    

Counterparty G

  134    (134)        

Counterparty H

        (4)     

Counterparty I

  (2)           

Counterparty J

  (12)       12     

Counterparty K

  41       (38)     

Counterparty L

  72       (69)     

Counterparty M

  30       (30)     

Counterparty N

  64          64  

Counterparty Q

        (4)     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total Derivatives

   $620     $(134)     $(416)     $70  

Other financial instruments

  733          733  
 

 

 

  

 

 

  

 

 

  

 

 

 

Other invested assets

   $                1,353     $                (134)     $                (416)     $                803  
 

 

 

  

 

 

  

 

 

  

 

 

 

The following table presents information about the Insurance segment’s offsetting of financial assets and liabilities and derivative instruments at December 31, 2012.

Offsetting of Financial Assets and Liabilities and Derivative Instruments

At December 31, 2012

  Gross
Amounts
Recognized
  Gross
Amounts
Offset in the
Balance Sheets
  Net Amounts
Presented in the
Balance Sheets
 
  (In Millions) 

ASSETS(1)

   

Description

   

Derivatives:

   

Equity contracts

   $444     $272     $172  

Interest rate contracts

  1,251    351    900  
 

 

 

  

 

 

  

 

 

 

Total Derivatives, subject to an ISDA Master Agreement

  1,695    623    1,072  

Total Derivatives, not subject to an ISDA Master Agreement

  96       96  
 

 

 

  

 

 

  

 

 

 

Total Derivatives

  1,791    623    1,168  

Other financial instruments

  660       660  
 

 

 

  

 

 

  

 

 

 

Other invested assets

   $            2,451     $                623     $            1,828  
 

 

 

  

 

 

  

 

 

 

LIABILITIES(2)

   

Description

   

Derivatives:

   

Equity contracts

   $272     $272     $ 

Interest rate contracts

  351    351     
 

 

 

  

 

 

  

 

 

 

Total Derivatives, subject to an ISDA Master Agreement

  623    623     

Total Derivatives, not subject to an ISDA Master Agreement

         
 

 

 

  

 

 

  

 

 

 

Total Derivatives

  623    623     

Other financial liabilities

  3,503       3,503  
 

 

 

  

 

 

  

 

 

 

Other liabilities

   $4,126     $623     $3,503  
 

 

 

  

 

 

  

 

 

 

(1)

Excludes Investment Management segment’s $2 million net derivative assets and $106 million of securities borrowed.

(2)

Excludes Investment Management segment’s $7 million net derivative liability and $13 million of securities loaned.

The following table presents information about the Insurance segment’s gross collateral amounts that are not offset in the consolidated balance sheets at December 31, 2012.

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets

At December 31, 2012

  Net Amounts
Presented in the
Balance Sheets
  Collateral (Received)/Held    
   Financial
Instruments
  Cash  Net
Amounts
 
  (In Millions) 

Counterparty A

   $30     $    $(30)     $ 

Counterparty B

  32       (29)     

Counterparty C

  55       (55)     

Counterparty D

  310       (310)     

Counterparty E

  38       (38)     

Counterparty F

  326       (326)     

Counterparty G

  55       (55)     

Counterparty H

  (5)       5    

Counterparty I

  98       (98)     

Counterparty J

  19       (19)     

Counterparty K

  15       (3)    12  

Counterparty L

  48    (46)        

Counterparty M

  51       (51)     

Counterparty N

  96          96  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total Derivatives

   $1,168     $(46)     $(1,009)     $113  

Other financial instruments

  660          660  
 

 

 

  

 

 

  

 

 

  

 

 

 

Other invested assets

   $                1,828     $            (46)     $            (1,009)     $            773  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Investment Income (Loss)

The following table breaks out Net investment income (loss) by asset category:

  2013  2012  2011 
  (In Millions) 

Fixed maturities

   $        1,462   $        1,529   $        1,555  

Mortgage loans on real estate

  284    264    241  

Equity real estate

     14    19  

Other equity investments

  234    189    116  

Policy loans

  219    226    229  

Short-term investments

     15     

Derivative investments

  (2,866)    (978)    2,374  

Broker-dealer related receivables

  14    14    13  

Trading securities

  48    85    (29)  

Other investment income

  34    33    37  
 

 

 

  

 

 

  

 

 

 

Gross investment income (loss)

  (569)    1,391    4,560  

Investment expenses

  (57)    (50)    (55)  

Interest expense

  (3)    (3)    (3)  
 

 

 

  

 

 

  

 

 

 

Net Investment Income (Loss)

   $(629)   $1,338   $4,502  
 

 

 

  

 

 

  

 

 

 

For 2013, 2012 and 2011, respectively, Net investment income (loss) from derivatives included $(2,829) million, $(232) million and $1,303 million of realized gains (losses) on contracts closed during those periods and $(37) million, $(746) million and $1,071 million of unrealized gains (losses) on derivative positions at each respective year end.

Investment Gains (Losses), Net

Investment gains (losses), net including changes in the valuation allowances and OTTI are as follows:

  2013  2012  2011 
  (In Millions) 

Fixed maturities

   $            (75)   $          (89)   $          (29)  

Mortgage loans on real estate

  (7)    (7)    (14)  

Other equity investments

  (17)    (13)    (4)  

Other

     12     
 

 

 

  

 

 

  

 

 

 

Investment Gains (Losses), Net

   $(99)   $(97)   $(47)  
 

 

 

  

 

 

  

 

 

 

For 2013, 2012 and 2011, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $8 million, $6 million and $10 million.

4)

GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying value of goodwill related to AllianceBernstein totaled $3,472$3,504 million and $3,456$3,472 million at December 31, 20112013 and 2010,2012, respectively. The Company annually tests this goodwill for recoverability at December 31, first by comparing the fair value of its investment in AllianceBernstein, the reporting unit, to its carrying value and further by measuring the amount of impairment loss only if the result indicates a potential impairment. The Company also assesses this goodwill for recoverability at each interim reporting period in consideration of facts and circumstances that may indicate a shortfall of the fair value of its investment in AllianceBernstein as compared to its carrying value and thereby require re-performance of its annual impairment testing.

The Company primarily uses a discounted cash flow valuation technique to measure the fair value of its investment in AllianceBernstein for purpose of goodwill impairment testing. The cash flows used in this technique are sourced from AllianceBernstein’s current business plan and projected thereafter over the estimated life of the goodwill asset by applying an annual growth rate assumption. The present value amount that results from discounting these expected cash flows is then adjusted to reflect the noncontrolling interest in AllianceBernstein as well as taxes incurred at the Company level in order to determine the fair value of its investment in AllianceBernstein. At December 31, 20112013 and 2010,2012, the Company determined that goodwill was not impaired as the fair value of its investment in AllianceBernstein exceeded its carrying value at each respective date. Similarly, no impairments resulted from the Company’s interim assessments of goodwill recoverability during the periods then ended.

ended.

The gross carrying amount of AllianceBernstein related intangible assets was $561$583 million and $559$561 million at December 31, 20112013 and 2010,2012, respectively and the accumulated amortization of these intangible assets were $336was $384 million and $313$360 million at December 31, 20112013 and 2010,2012, respectively. Amortization expense related to the AllianceBernstein intangible assets totaled $23$24 million, $24 million and $24$23 million for 2011, 20102013, 2012 and 2009,2011, respectively, and estimated amortization expense for each of the next five years is expected to be approximately $24$25 million.

F-35


At December 31, 20112013 and 2010,2012, respectively, net deferred sales commissions totaled $60$71 million and $76$95 million and are included within the Investment Management segment’s Other assets. The estimated amortization expense of deferred sales commissions, based on the December 31, 20112013 net asset balance for each of the next five years is $26$29 million, $18$20 million, $11$15 million, $4$5 million and $1$0 million. AllianceBernstein tests the deferred sales commission asset for impairment quarterly by comparing undiscounted future cash flows to the recorded value, net of accumulated amortization. Each quarter, significant assumptions used to estimate the future cash flows are updated to reflect management’s consideration of current market conditions on expectations made with respect to future market levels and redemption rates. As of December 31, 2011,2013, AllianceBernstein determined that the deferred sales commission asset was not impaired.

In 2011,On December 12, 2013, AllianceBernstein made two acquisitions, Pyrander Capital Management LLC and Taiwan International Investment Managementacquired W.P. Stewart & Co., bothLtd. (“WPS”), an equity investment management companies. The purchase price of these acquisitions was $25 million, consisting of $21 million of cash payments and $4 million payable over the next two years. The excess of purchase price over current fair value of identifiable net assets acquired resulted in the recognition of $15 million of goodwillmanager that, as of December 31, 2011.

2013, managed approximately $2,000 million in U.S., Global and EAFE concentrated growth equity strategies for clients, primarily in the U.S. and Europe. On October 1, 2010,the acquisition date, AllianceBernstein acquired SunAmerica’s alternative investment group,made a cash payment of $12 per share for the approximate 4.9 million WPS shares outstanding and issued to WPS shareholders transferable Contingent Value Rights (“CVRs”) entitling the holders to an experienced team that manages a portfolio of hedge fund and private equity fund investments. The purchase price of this acquisition was $49 million, consisting of $14 million of cash payments, $3 million of assumed deferred compensation liabilities and $32 million of net contingent consideration payable. The net contingent consideration payable consists ofadditional $4 per share if the net present value of three annual payments of $2 million to SunAmerica based on its assets under management transferred to AllianceBernstein in the acquired WPS investment services reach $5 billion on or before the third anniversary of the acquisition and the net present value of projected revenue sharing payments of $36 million based on projected newly-raised AUM by the acquired group. This contingent consideration payable was offset by $4 million of performance-based fees earned in 2010 determined to be pre-acquisition consideration.date. The excess of the purchase price over the fair value of identifiable assets acquired resulted in the recognition of $46$32 million of goodwill. During 2011, no adjustments were madeAllianceBernstein also recorded $8 million of indefinite-lived intangible assets relating to the acquired fund’s investment contracts and $14 million of definite-lived intangible assets relating to separately managed account relationships. As of the acquisition date, AllianceBernstein recorded a contingent consideration payable.payable of $17 million in regard to the CVRs.

Capitalized Software

Capitalized software, net of accumulated amortization, amounted to $163 million and $237 million at December 31, 2013 and 2012, respectively. Amortization of capitalized software in 2013 was $119 million including $45 million of accelerated amortization and in 2012 and 2011 amortization of capitalized software was $77 million and $81 million respectively.

5)

CLOSED BLOCK

Summarized financial information for the AXA Equitable Closed Block is as follows:

 

     December 31, 
     2011     2010 
     (In Millions) 

CLOSED BLOCK LIABILITIES:

        

Future policy benefits, policyholders’ account balances and other

    $    8,121      $    8,272  

Policyholder dividend obligation

     260       119  

Other liabilities

     86       142  
    

 

 

     

 

 

 

Total Closed Block liabilities

     8,467       8,533  
    

 

 

     

 

 

 

ASSETS DESIGNATED TO THE CLOSED BLOCK:

        

Fixed maturities, available for sale, at fair value (amortized cost of $5,342 and $5,416)

     5,686       5,605  

Mortgage loans on real estate

     1,205       981  

Policy loans

     1,061       1,119  

Cash and other invested assets

     30       281  

Other assets

     207       245  
    

 

 

     

 

 

 

Total assets designated to the Closed Block

     8,189       8,231  
    

 

 

     

 

 

 

Excess of Closed Block liabilities over assets designated to the Closed Block

     278       302  

Amounts included in accumulated other comprehensive income (loss):

        

Net unrealized investment gains (losses), net of deferred income tax (expense) benefit of $(33) and $(28) and policyholder dividend obligation of $(260) and $(119)

     62       53  
    

 

 

     

 

 

 

Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities

    $340      $355  
    

 

 

     

 

 

 

F-36


  December 31, 
  2013  2012 
  (In Millions) 

CLOSED BLOCK LIABILITIES:

  

Future policy benefits, policyholders’ account balances and other

   $            7,716   $            7,942  

Policyholder dividend obligation

  128    373  

Other liabilities

  144    192  
 

 

 

  

 

 

 

Total Closed Block liabilities

  7,988    8,507  
 

 

 

  

 

 

 

ASSETS DESIGNATED TO THE CLOSED BLOCK:

  

Fixed maturities, available for sale, at fair value (amortized cost of $4,987 and $5,245)

  5,232    5,741  

Mortgage loans on real estate

  1,343    1,255  

Policy loans

  949    1,026  

Cash and other invested assets

  48    30  

Other assets

  186    204  
 

 

 

  

 

 

 

Total assets designated to the Closed Block

  7,758    8,256  
 

 

 

  

 

 

 

Excess of Closed Block liabilities over assets designated to the Closed Block

  230    251  

Amounts included in accumulated other comprehensive income (loss):

  

Net unrealized investment gains (losses), net of deferred income tax (expense) benefit of $(45) and $(47) and policyholder dividend obligation of $(128) and $(373)

  83    87  
 

 

 

  

 

 

 

Maximum Future Earnings To Be Recognized From Closed Block Assets and Liabilities

   $313   $338  
 

 

 

  

 

 

 

AXA Equitable’s Closed Block revenues and expenses follow:

 

 2013 2012 2011 
    2011   2010   2009  (In Millions) 
    (In Millions) 

REVENUES:

           

Premiums and other income

    $    354    $    365    $382     $            286     $            316     $            354  

Investment income (loss) (net of investment expenses of $0, $0 and $1)

     438     468     482  

Investment gains (losses), net:

        

Total Other-than-temporary impairment losses

     (12   (31   (10

Portion of loss recognized in other comprehensive income (loss)

          1       
    

 

   

 

   

 

 

Net impairment losses recognized

     (12   (30   (10

Other investment gains (losses), net

     2     7       
    

 

   

 

   

 

 

Total investment gains (losses), net

     (10   (23   (10

Investment income (loss)

  402    420    438  

Net investment gains (losses)

  (11)    (9)    (10)  
    

 

   

 

   

 

  

 

  

 

  

 

 

Total revenues

     782     810     854    677    727    782  
    

 

   

 

   

 

  

 

  

 

  

 

 

BENEFITS AND OTHER DEDUCTIONS:

           

Policyholders’ benefits and dividends

     757     776     812    637    724    757  

Other operating costs and expenses

     2     2     2           
    

 

   

 

   

 

  

 

  

 

  

 

 

Total benefits and other deductions

     759     778     814    638    724    759  
    

 

   

 

   

 

  

 

  

 

  

 

 

Net revenues, before income taxes

     23     32     40    39       23  

Income tax (expense) benefit

     (8   (11   (14  (14)    (1)    (8)  
    

 

   

 

   

 

  

 

  

 

  

 

 

Net Revenues

    $15    $21    $26  

Net Revenues (Losses)

   $25     $    $15 
    

 

   

 

   

 

  

 

  

 

  

 

 

A reconciliation of AXA Equitable’s policyholder dividend obligation follows:

 

     December 31, 
     2011     2010 
     (In Millions) 

Balances, beginning of year

    $    119      $  

Unrealized investment gains (losses)

     141       119  
    

 

 

     

 

 

 

Balances, End of year

    $260      $    119  
    

 

 

     

 

 

 

Impaired mortgage loans along with the related investment valuation allowances follows:

     December 31, 
     2011   2010 
     (In Millions) 

Impaired mortgage loans with investment valuation allowances

    $    61    $    62  

Impaired mortgage loans without investment valuation allowances

     2     3  
    

 

 

   

 

 

 

Recorded investment in impaired mortgage loans

     63     65  

Investment valuation allowances

     (9   (7
    

 

 

   

 

 

 

Net Impaired Mortgage Loans

    $54    $58  
    

 

 

   

 

 

 

During 2011, 2010 and 2009, AXA Equitable’s Closed Block’s average recorded investment in impaired mortgage loans were $63 million, $13 million and $0 million, respectively. Interest income recognized on these impaired mortgage loans totaled $3 million, $1 million and $0 million for 2011, 2010 and 2009, respectively.

Valuation allowances on mortgage loans at December 31, 2011 and 2010 were $9 million and $7 million, respectively.

  December 31, 
  2013  2012 
  (In Millions) 

Balances, beginning of year

   $            373   $            260  

Unrealized investment gains (losses)

  (245)    113  
 

 

 

  

 

 

 

Balances, End of year

   $128   $373  
 

 

 

  

 

 

 

 

6)
F-37


6)CONTRACTHOLDER BONUS INTEREST CREDITS

Changes in the deferred asset for contractholder bonus interest credits are as follows:

 

 December 31, 
    December 31,  2013 2012 
    2011   2010 
    (In Millions)  (In Millions) 

Balance, beginning of year

    $772    $795     $621   $718  

Contractholder bonus interest credits deferred

     34     39    18    30  

Amortization charged to income

     (88   (62  (121)    (127)  
    

 

   

 

  

 

  

 

 

Balance, End of Year

    $    718    $    772     $            518   $            621  
    

 

   

 

  

 

  

 

 

7)

FAIR VALUE DISCLOSURES

Assets and liabilities are measured at fair value on a recurring basis and are summarized below:below. Fair value measurements also are required on a non-recurring basis for certain assets, including goodwill, mortgage loans on real estate, equity real estate held for production of income, and equity real estate held for sale, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. At December 31, 2013 and 2012, no assets were required to be measured at fair value on a non-recurring basis.

Fair Value Measurements at December 31, 20112013

 

 Level 1 Level 2 Level 3 Total 
    Level 1   Level 2     Level 3   Total  (In Millions) 
    (In Millions) 

Assets

                

Investments:

                

Fixed maturities, available-for-sale:

                

Corporate

    $7    $    22,698      $432    $23,137     $  $22,400   $291   $22,691  

U.S. Treasury, government and agency

          3,948            3,948       3,129       3,129  

States and political subdivisions

          487       53     540       431    46    477  

Foreign governments

          503       22     525       433       433  

Commercial mortgage-backed

                 902     902       16    700    716  

Residential mortgage-backed (1)

          1,632       14     1,646       943       947  

Asset-backed (2)

          92       172     264       56    83    139  

Redeemable preferred stock

     203     813       14     1,030    216    656    15    887  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Subtotal

     210     30,173       1,609     31,992    216    28,064    1,139    29,419  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Other equity investments

     66            77     143    233       52    294  

Trading securities

     457     525            982    529    3,692       4,221  

Other invested assets:

                

Short-term investments

          132            132       99       99  

Swaps

          177       (2   175       (45)       (45)  

Credit Default Swaps

            

Futures

     (2               (2  (2)          (2)  

Options

          7            7       463       463  

Floors

          327            327       193       193  

Swaptions

          1,029            1,029              
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Subtotal

     (2   1,672       (2   1,668    (2)    719       717  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Cash equivalents

     2,475                 2,475    1,310          1,310  

Segregated securities

          1,280            1,280       981       981  

GMIB reinsurance contracts

                 10,547     10,547          6,747    6,747  

Separate Accounts’ assets

     83,672     2,532       215     86,419    105,579    2,948    237    108,764  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Total Assets

    $    86,878    $36,182      $    12,446    $    135,506     $            107,865   $            36,413   $            8,175   $            152,453  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Liabilities

                

GWBL and other features’ liability

                 227     227     $  $  $  $ 

SCS, SIO, MSO and IUL indexed
features’ liability

     346       346  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

Total Liabilities

    $    $      $227    $227     $  $346   $  $346  
    

 

   

 

     

 

   

 

  

 

  

 

  

 

  

 

 

 

(1) 

Includes publicly traded agency pass-through securities and collateralized obligations.

(2) 

Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

F-38


Fair Value Measurements at December 31, 20102012

 

  Level 1 Level 2   Level 3   Total 
    Level 1     Level 2     Level 3     Total   (In Millions) 
    (In Millions) 

Assets

                       

Investments:

                       

Fixed maturities, available-for-sale:

                       

Corporate

    $7      $21,405      $320      $21,732      $  $22,837    $355    $23,198  

U.S. Treasury, government and agency

            1,916              1,916        5,180         5,180  

States and political subdivisions

            462       49       511        480     50     530  

Foreign governments

            539       21       560        511     19     530  

Commercial mortgage-backed

                   1,103       1,103            900     900  

Residential mortgage-backed (1)

            1,668              1,668        1,940         1,949  

Asset-backed (2)

            98       148       246        69     113     182  

Redeemable preferred stock

     207       1,112       2       1,321     242    881     15     1,138  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Subtotal

     214       27,200       1,643       29,057     248    31,898     1,461     33,607  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Other equity investments

     77       24       73       174     78        77     155  

Trading securities

     425       81              506     446    1,863         2,309  

Other invested assets:

                       

Short-term investments

            148              148        98         98  

Swaps

            40              40        148         148  

Futures

   (2          (2

Options

            4              4        224         224  

Floors

            326              326        291         291  

Swaptions

            171              171        502         502  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Subtotal

            689              689     (2  1,263         1,261  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Cash equivalents

     1,693                     1,693     2,289            2,289  

Segregated securities

            1,110              1,110        1,551         1,551  

GMIB reinsurance contracts

                   4,606       4,606            11,044     11,044  

Separate Accounts’ assets

     89,647       2,160       207       92,014     90,751    2,775     224     93,750  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Total Assets

    $    92,056      $    31,264      $    6,529      $    129,849      $          93,810   $            39,350    $            12,806    $          145,966  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Liabilities

                       

GWBL and other features’ liability

    $      $      $38      $38      $  $   $265    $265  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

Total Liabilities

    $      $      $38      $38      $  $   $265    $265  
    

 

     

 

     

 

     

 

   

 

  

 

   

 

   

 

 

 

(1) 

Includes publicly traded agency pass-through securities and collateralized obligations.

(2) 

Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

At December 31, 2013 and 2012, respectively, the fair value of public fixed maturities is approximately $21,671 million and $25,591 million or approximately 15.0% and 19.2% of the Company’s total assets measured at fair value on a recurring basis (excluding GMIB reinsurance contracts and segregated securities measured at fair value on a recurring basis). The fair values of the Company’s public fixed maturity securities are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturity

securities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If, as a result, it is determined that the independent valuation service provider is able to reprice the security in a manner agreed as more consistent with current market observations, the security remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.

At December 31, 2013 and 2012, respectively, the fair value of private fixed maturities is approximately $7,748 million and $8,016 million or approximately 5.4% and 6.0% of the Company’s total assets measured at fair value on a recurring basis. The fair values of the Company’s private fixed maturities, which primarily are comprised of investments in private placement securities generally are determined using a discounted cash flow model. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may also incorporate unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.

As disclosed in Note 3, at December 31, 2013 and 2012, respectively, the net fair value of freestanding derivative positions is approximately $617 million and $1,163 million or approximately 86.1% and 92.2% of Other invested assets measured at fair value on a recurring basis. The fair values of the Company’s derivative positions are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the Over-The-Counter (“OTC”) derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap (“OIS”) curves, and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the derivative instrument in a manner agreed as more consistent with current market observations, the position remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.

The credit risk of the counterparty and of the Company are considered in determining the fair values of all OTC derivative asset and liability positions, respectively, after taking into account the effects of master netting agreements and collateral arrangements. Each reporting period, the Company values its derivative positions using the standard swap curve and evaluates whether to adjust the embedded credit spread to reflect changes in counterparty or its own credit standing. As a result, the Company reduced the fair value of its OTC derivative asset exposures by $0.4 million at December 31, 2013 to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the non-performance risk of the Company for purpose of determining the fair value of its OTC liability positions at December 31, 2013.

At December 31, 2013 and 2012, respectively, investments classified as Level 1 comprise approximately 74.5% and 70.3% of assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy for fair value measurement due to their short-term nature.

At December 31, 2013 and 2012, respectively, investments classified as Level 2 comprise approximately 24.5% and 28.4% of assets measured at fair value on a recurring basis and primarily include U.S. government and agency securities and certain corporate debt securities, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury Bills segregated by AllianceBernstein in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At December 31, 2013 and 2012, respectively, approximately $970 million and $1,966 million of AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

The Company currently offers indexed investment options in the SCS and EQUI-VEST variable annuity products, the IUL product, and in the MSO investment option available in some life contracts. These investment options, which depending on the product and on the index selected can currently have 1, 3, or 5 year terms, provide for participation in the performance of specified indices up to a segment-specific declared maximum rate. Under certain conditions that vary by product, e.g. holding these segments for the full term, these segments also shield policyholders from some or all negative investment performance associated with these indices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are accounted for as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on prices obtained from independent valuation service providers.

At December 31, 2013 and 2012, respectively, investments classified as Level 3 comprise approximately 1.0% and 1.3% of assets measured at fair value on a recurring basis and primarily include CMBS and corporate debt securities, such as private fixed maturities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification at December 31, 2013 and 2012, respectively, were approximately $150 million and $222 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. The Company applies various due-diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately $787 million and $1,021 million of mortgage- and asset-backed securities, including commercial mortgage-backed securities (“CMBS”), are classified as Level 3 at December 31, 2013 and 2012, respectively. At June 30, 2013, the Company changed its methodology for measuring the fair value of CMBS securities below the senior AAA tranche from a risk-adjusted present value technique to pricing obtained from an independent valuation service vendor as returning liquidity in CMBS markets contributed to the availability of more reliable and representative measures of fair value. In applying the risk-adjusted present value technique in periods prior to June 30, 2013, the Company adjusted the projected cash flows of these securities for origination year, default metrics, and level of subordination, with the objective of maximizing observable inputs, and weighted the result with a 10% attribution to pricing sourced from a third party service whose process placed significant reliance on market trading activity.

The Company also issues certain benefits on its variable annuity products that are accounted for as derivatives and are also considered Level 3. The GMWB feature allows the policyholder to withdraw at minimum, over the life of the contract, an amount based on the contract’s benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

Level 3 also includes the GMIB reinsurance contract asset which is accounted for as derivative contracts. The GMIB reinsurance contract asset’s fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while the GIB and GWBL and other features related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GIB and GWBL and other features over a range of market-consistent economic scenarios. The valuations of both the GMIB reinsurance contract asset and GIB and GWBL and other features’ liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds consistent with the S&P 500 Index. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset and GIB and GWBL and other features’ liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve, adjusted for non-performance risk, is made to the resulting fair values of the GMIB reinsurance contract asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties. After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $133 million and $447 million at December 31, 2013 and 2012, respectively, to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the AA quality claims-paying rating of AXA Equitable, therefore, no incremental adjustment was made for non-performance risk for purpose of determining the fair value of the GIB and GWBL and other features’ liability embedded derivative at December 31, 2013. Equity and fixed income volatilities are combined, with weighting based on the current fund distribution, to produce an overall volatility assumption. Scenarios are developed that value an at the money option at a price consistent with the overall volatility.

In 2011,2013, AFS fixed maturities with fair values of $51 million and $0$37 million were transferred out of Level 3 and into Level 2 and out of Level 2 and into Level 1, respectively, principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $171$20 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 1.3%0.4% of total equity at December 31, 2011.2013. In 2011, the trading restriction period for2013, one of the Company’s publicprivate securities lapsed,went public and as a result, $24$20 million was transferred from a Level 23 classification to a Level 1 classification.

In 2013, $9 million was transferred from a Level 3 to a Level 2 classification due to merger of one of the private securities with a public company that had a trading restriction period at December 31, 2013.

In 2010,2012, AFS fixed maturities with fair values of $204 million and $56$109 million were transferred out of Level 3 and into Level 2 and out of Level 2 and into Level 1, respectively, principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $66$17 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 2.0%0.7% of total equity at December 31, 2010.2012. In the first quarter of 2012, one of the Company’s private securities went public and as a result, $14 million was transferred from a Level 3 classification to a Level 2 classification. In the third quarter of 2012, $6 million was transferred from a Level 2 classification to a Level 1 classification due to the lapse of the trading restriction period for one of the Company’s public securities.

F-39


The table below presents a reconciliation for all Level 3 assets and liabilities at December 31, 20112013 and 2010,2012, respectively.

Level 3 Instruments

Fair Value Measurements

 

  Corporate State and
Political
Sub-
divisions
 Foreign
Govts
 Commercial
Mortgage-
backed
 Residential
Mortgage-
backed
 Asset-
backed
  Corporate State and
Political
Sub-
divisions
 Foreign
Govts
 Commercial
Mortgage-
backed
 Residential
Mortgage-
backed
 Asset-
backed
 
  (In Millions) 
        (In Millions) 
Balance, January 1, 2011  $320   $49   $21   $1,103   $   $148  

Balance, January 1, 2013

   $355   $50   $19   $900   $  $113  

Total gains (losses), realized and unrealized, included in:

             

Earnings (loss) as:

             

Net investment income (loss)

   1            2                            

Investment gains (losses), net

               (30      1             (68      
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

   1            (28      1             (68      
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   (2  5    (1  (34  (1  2    (1)    (3)    (2)    13    (1)     

Purchases

   117        1            21    70          31        

Issuances

                                           

Sales

   (52  (2      (139  (5  (33  (150)    (1)    (17)    (160)    (4)    (22)  

Settlements

                                           

Transfers into Level 3 (2)(1)

   100    1    1        20    33    20                 

Transfers out of Level 3 (2)(1)

   (52                      (10)          (16)       (11)  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
Balance, December 31, 2011 (1)  $432   $53   $22   $902   $    14   $172  

Balance, December 31, 2013

   $291   $46   $  $700  $  $83  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
Balance, January 1, 2010  $466   $47   $21   $1,490   $   $217  

Balance, January 1, 2012

   $432   $53   $22   $902   $14   $172  

Total gains (losses), realized and unrealized, included in:

             

Earnings (loss) as:

             

Net investment income (loss)

   4            2                            

Investment gains (losses), net

   6            (271      1             (105      
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

  $10   $   $   $(269 $   $1     $  $  $  $(103 $  $ 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   3    3        119        14    15    (1     128        

Purchases/issuances

   22                      

Sales/settlements

   (88  (1      (237      (40

Transfers into/out of Level 3 (2)

   (93                  (44

Purchases

                  

Sales

  (47)    (2)       (27)    (5)    (25)  

Transfers into Level 3(1)

  17                 

Transfers out of Level 3(1)

  (68)       (3)          (38)  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
Balance, December 31, 2010 (1)  $    320   $    49   $    21   $    1,103   $   $    148  

Balance, December 31, 2012

   $        355   $        50   $        19   $        900   $        9   $        113  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

There were no U.S. Treasury, government and agency securities classified as Level 3 at December 31, 2011 and 2010.

(2)

Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

F-40


  Redeem-
able
Preferred
Stock
 Other
Equity
Investments (1)
 Other
Invested
Assets
 GMIB
Reinsurance
Asset
   Separate
Accounts
Assets
   GWBL
and Other
Features
Liability
  Redeem-
able
Preferred
Stock
 Other
Equity
Investments(1)
 Other
Invested
Assets
 GMIB
Reinsurance
Asset
 Separate
Accounts
Assets
 GWBL
and Other
Features
Liability
 
  (In Millions) 
 (In Millions) 
Balance, January 1, 2011  $2   $73   $   $4,606    $207    $38  

Balance, January 1, 2013

   $15   $77   $  $11,044   $224   $265  

Total gains (losses), realized and unrealized, included in:

               

Earnings (loss) as:

               

Net investment income (loss)

           (2                                

Investment gains (losses), net

       1                         10          10     

Increase (decrease) in the fair value of reinsurance contracts

               5,737     17       

of reinsurance contracts

     (7)       (4,496)        

Policyholders’ benefits

                         170                   (351)  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

       1    (2  5,737     17     170             (4,496)    10    (351)  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

   (1  6                                  (1)     

Purchases

       2        204     4     19             237       86  

Issuances

                                             

Sales

   (2  (5)             (11          (3)       (38)    (3)     

Settlements

                    (2                   (2)     

Transfers into Level 3 (2)

   15                                          

Transfers out of Level 3 (2)

                                (29)              
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2013

   $15   $52   $  $6,747   $237   $ 
 

 

  

 

  

 

  

 

  

 

  

 

 
Balance, December 31, 2011  $    14   $    77   $(2 $    10,547    $    215    $    227  
  

 

  

 

  

 

  

 

   

 

   

 

 

Balance, January 1, 2010

  $12   $2   $300   $2,256    $230    $55  

Balance, January 1, 2012

   $14   $77   $(2)   $10,547   $215   $291  

Total gains (losses), realized and unrealized, included in:

               

Earnings (loss) as:

               

Net investment income (loss)

                                             

Investment gains (losses), net

   4                 (22                       

Increase (decrease) in the fair value of reinsurance contracts

               2,150                       315        

Policyholders’ benefits

                         (34                 (77)  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

  $4   $   $   $2,150    $(22  $(34   $  $  $  $315   $  $(77)  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Other comprehensive income (loss)

                                             

Purchases/issuances

       60        200     2     17  

Sales/settlements

   (14  (1           (8     

Transfers into/out of Level 3 (2)

       12    (300       5       

Purchases

           182       51  

Sales

              (2)     

Settlements

              (3)     

Transfers into Level 3(2)

                  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance, December 31, 2010

  $2   $73   $   $4,606    $207    $38  

Balance, December 31, 2012

   $        15   $        77   $            -   $        11,044   $        224   $        265  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1) 

Includes Trading securities’ Level 3 amount.

(2) 

Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

F-41


The table below details changes in unrealized gains (losses) for 20112013 and 20102012 by category for Level 3 assets and liabilities still held at December 31, 20112013 and 2010,2012, respectively:

 

 Earnings (Loss)     
    Earnings (Loss)          Net
Investment
Income
(Loss)
 Investment
Gains
(Losses),
Net
 Increase
(Decrease) in the
Fair Value of
Reinsurance
Contracts
 OCI Policy-
holders’
Benefits
 
    Net
Investment
Income
(Loss)
     Investment
Gains
(Losses),
Net
   Increase
(Decrease) in the
Fair Value of
Reinsurance
Contracts
     OCI Policy-
holders’
Benefits
 
    (In Millions)  (In Millions) 

Level 3 Instruments

                    

Full Year 2011

               

Still Held at December 31, 2011: (1)

               

Full Year 2013

     

Still Held at December 31, 2013:

     

Change in unrealized gains (losses):

                    

Fixed maturities, available-for-sale:

                    

Corporate

    $    —      $    $      $1   $     $  $  $  $(2)   $ 

State and political subdivisions

                        5                 (4)     

Foreign governments

                        (1                   

Commercial mortgage-backed

                        (40                   

Asset-backed

                        2                     

Other fixed maturities, available-for-sale

                        (2                   
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

    $      $    $      $(35 $     $  $  $  $4  $ 
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity securities, available-for-sale

                              

Other invested assets

                              

GMIB reinsurance contracts

                 5,941                     (4,297      

Separate Accounts’ assets

            18                       10           

GWBL and other features’ liability

                            (189              (265
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

    $      $18    $    5,941      $(35 $(189   $  $10   $(4,297 $  $(265
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Level 3 Instruments

                    

Full Year 2010

               

Still Held at December 31, 2010: (1)

               

Full Year 2012

     

Still Held at December 31, 2012:

     

Change in unrealized gains (losses):

                    

Fixed maturities, available-for-sale:

                    

Corporate

    $      $    $      $10   $     $  $  $  $14   $ 

State and political subdivisions

                        2                 (1)     

Foreign governments

                        1                     

Commercial mortgage-backed

                        92                 124     

Asset-backed

                        13                     

Other fixed maturities, available-for-sale

                                             
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Subtotal

    $      $    $      $    118   $     $  $  $  $141   $ 
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity securities, available-for-sale

                              

Other invested assets

                              

GMIB reinsurance contracts

                 2,350                     497       

Separate Accounts’ assets

            (21                     8          

GWBL and other features’ liability

                            17                26  
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

    $      $(21  $2,350      $118   $17     $            -   $            8   $            497   $        141   $            26  
    

 

     

 

   

 

     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

The following table discloses quantitative information about Level 3 fair value measurements by category for assets and liabilities as of December 31, 2013 and 2012, respectively.

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2013

 

Fair
Value

Valuation

Technique

Significant
Unobservable Input
Range
Assets:(In Millions)

Investments:

Fixed maturities, available-for-sale:

  Corporate

$        54Matrix pricing model

(1)Spread over the industry-specific

benchmark yield curve


There were no Equity securities classified as AFS,

125 bps - 550 bps

  Residential mortgage-backed

1Matrix pricing modelSpread over U.S. Treasury curve45 bps

  Asset-backed

7Matrix pricing modelSpread over U.S. Treasury curve30 bps - 687 bps

Other equity investments Cash equivalents or Segregated securities at December 31, 2011 and 2010.

52

Market comparable companies


 


Revenue multiple

R&D multiple

Discount rate

Discount years

Discount for lack of marketability
and risk factors



1.2x - 4.9x

1.1x - 17.1x
18.0%

1

50% - 60%

Separate Accounts’ assets

215Third party appraisal

Capitalization rate

Exit capitalization rate

Discount rate


5.4%

6.4%

7.4%

  F-4211Discounted cash flow

Spread over U.S. Treasury curve
Inflation rate

Discount factor



256 bps - 434 bps
0.0% - 2.3%
3.3% - 6.8%

GMIB reinsurance contracts

6,747

Discounted Cash

flow


Lapse Rates

Withdrawal rates

GMIB Utilization Rates

Non-performance risk

Volatility rates - Equity


1.0% - 8.0%
0.2% - 8.0%
0.0% - 15.0%

7 bps - 21 bps
20.0% - 33.0%

Liabilities:

  

GMWB/GWBL(1)

61Discounted Cash flow

Lapse Rates

Withdrawal rates

Volatility rates - Equity


1.0% - 8.0%

0.0% - 7.0%
20.0% - 33.0%


(1)

Excludes GMAB and GIB liabilities.

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2012

   Fair
Value
   Valuation
Technique
  Significant
Unobservable Input
   Range

Assets:

  (In Millions)

Investments:

        

Fixed maturities, available-for-sale:

        

  Corporate

  $94   Matrix pricing model   
 
Spread over the industry-specific
benchmark yield curve
  
  
  125 bps - 650 bps

 

  Commercial mortgage-backed

   889   Discounted Cash flow   

 

 

 

Constant default rate

Probability of default

Loss severity

Discount rate

  

  

  

  

  3.0% - 25.0%
55.0%

49.0%

3.72% - 13.42%

 

Residential mortgage-backed

   1   Matrix pricing model   Spread over U.S. Treasury curve    46 bps

 

Asset-backed

   8   Matrix pricing model   Spread over U.S. Treasury curve    30 bps - 695 bps

 

  Other equity investments

   38   Market comparable
    companies
   

 

 

 

Revenue multiple

R&D multiple

Discount rate

Discount years

  

  

  

  

  0.6x - 62.5x

1.0x - 30.6x
18.0%

1 - 2

       
 
Discount for lack of marketability
and risk factors
  
  
  40.0% - 60.0%

 

Separate Accounts’ assets

   194   Third party appraisal   

 

 

Capitalization rate

Exit capitalization rate

Discount rate

  

  

  

  5.5%

6.6%

7.7%

   22   Discounted cash flow   
 

 

Spread over U.S. Treasury curve
Inflation rate

Discount factor

  
  

  

  275 bps - 586 bps
2.0% - 3.0%
1.0% - 2.0%

 

GMIB reinsurance contracts

   11,044   Discounted cash flow   

 

 

 

 

Lapse Rates

Withdrawal Rates

GMIB Utilization Rates

Non-performance risk

Volatility rates - Equity

  

  

  

  

  

  1.5% - 8.0%
0.2% - 8.0%
0.0% - 15.0%

13 bps - 45 bps
24.0% - 36.0%

 

Liabilities:

        

GMWB/GWBL(1)

   205   Discounted cash flow   

 

 

Lapse Rates

Withdrawal Rates

Volatility rates - Equity

  

  

  

  1.0% - 8.0%
0.0% - 7.0%
24.0% - 36.0%

 

(1)

Excludes GMAB and GIB liabilities.

Excluded from the tables above at December 31, 2013 and 2012, respectively, are approximately $1,088 million and $516 million Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not reasonably available. The fair value measurements of these Level 3 investments comprise approximately 76.2% and 29.3% of total assets classified as Level 3 and represent only 0.8% and 0.4% of total assets measured at fair value on a recurring basis. These investments primarily consist of certain privately placed debt securities with limited trading activity, including commercial mortgage-, residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service

providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company’s reporting significantly higher or lower fair value measurements for these Level 3 investments.

Included in the table above at December 31, 2013 and 2012, respectively, are approximately $54 million and $94 million fair value of privately placed, available-for-sale corporate debt securities classified as Level 3 that is determined by application of a matrix pricing model, representing approximately 18.6% and 26.5% of the total fair value of Level 3 securities in the corporate fixed maturities asset class. The significant unobservable input to the matrix pricing model is the spread over the industry-specific benchmark yield curve. Generally, an increase or decrease in spreads would lead to directionally inverse movement in the fair value measurements of these securities.

At December 31, 2012, CMBS classified as Level 3 consist of holdings subordinate to the AAA-tranche position and for which the Company applies a discounted cash flow methodology to measure fair value. The process for determining fair value first adjusts the contractual principal and interest payments to reflect performance expectations and then discounts the securities’ cash flows to reflect an appropriate risk-adjusted return. The significant unobservable inputs used in these fair value measurements are default rate and probability, loss severity, and the discount rate. An increase either in the cumulative default rate, probability of default, or loss severity would result in a decrease in the fair value of these securities; generally, those assumptions would change in a directionally similar manner. A decrease in the discount rate would result in directionally inverse movement in the fair value measurement of these securities. At December 31, 2013, all CMBS securities were valued using prices obtained from an independent valuation service vendor and therefore excluded from the quantitative disclosures discussed above.

Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above at December 31, 2013 and 2012, are approximately 25.0% and 11.1%, respectively, of the total fair value of these Level 3 securities that is determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurements of these securities.

Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit tenant loans, and equipment financings. Included in the tables above at December 31, 2013 and 2012, are approximately 8.4% and 7.1%, respectively, of the total fair value of these Level 3 securities that is determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Significant increases (decreases) in spreads would result in significantly lower (higher) fair value measurements.

Other equity investments classified as Level 3 primarily consist of private venture capital fund investments of AllianceBernstein for which fair values are adjusted to reflect expected exit values as evidenced by financing and sale transactions with third parties or when consideration of other factors, such as current company performance and market conditions, is determined by management to require valuation adjustment. Significant increase (decrease) in isolation in the underlying enterprise value to revenue multiple and enterprise value to R&D investment multiple, if applicable, would result in significantly higher (lower) fair value measurement. Significant increase (decrease) in the discount rate would result in a significantly lower (higher) fair value measurement. Significant increase (decrease) in isolation in the discount factor ascribed for lack of marketability and various risk factors would result in significantly lower (higher) fair value measurement. Changes in the discount factor generally are not correlated to changes in the value multiples. Also classified as Level 3 at December 31, 2013 and 2012, respectively, are approximately $30 million and $30 million private venture capital fund-of-fund investments of AllianceBernstein for which fair value is estimated using the capital account balances provided by the partnerships. The interests in these partnerships cannot be redeemed. As of December 31, 2013 and 2012, AllianceBernstein’s aggregate unfunded commitments to these investments were approximately $10 million and $12 million.

Separate Accounts’ assets classified as Level 3 at December 31, 2013 and 2012, respectively, primarily consist of private equity investments with fair value of approximately $215 million and $198 million, including approximately $219 million and $194 million fair value investment in a private real estate fund, as well as mortgage loans with fair value of approximately $7 million and $18 million. Third party appraisal is used to measure the fair value of the private real estate investment fund, including consideration of observable replacement cost and sales comparisons for the

underlying commercial properties, as well as the results from applying a discounted cash flow approach. Significant increase (decrease) in isolation in the capitalization rate and exit capitalization rate assumptions used in the discounted cash flow approach to appraisal value would result in a higher (lower) measure of fair value. A discounted cash flow approach also is applied to determine the approximately $4 million and $4 million fair value of the other private equity investment and for which the significant unobservable assumptions are an inflation rate formula and a discount factor that takes into account various risks, including the illiquid nature of the investment at December 31, 2013 and 2012, respectively. A significant increase (decrease) in the inflation rate would have directionally inverse effect on the fair value of the security. With respect to the fair value measurement of mortgage loans, a significant increase (decrease) in the assumed spread over US Treasuries would produce a lower (higher) fair value measurement. Changes in the discount rate or factor used in the valuation techniques to determine the fair values of these private equity investments and mortgage loans generally are not correlated to changes in the other significant unobservable inputs. Significant increase (decrease) in isolation in the discount rate or factor would result in significantly lower (higher) fair value measurements. The remaining Separate Accounts’ investments classified as Level 3 at December 31, 2013 and 2012, respectively, consist of mortgage- and asset-backed securities with fair values of approximately $3 million, $7 million, $4 million and $4 million and for which those measurements are determined using substantially the same valuation techniques as earlier described above for the Company’s General Account investments in these securities.

Significant unobservable inputs with respect to the fair value measurement of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities identified in the table above are developed using Company data. Validations of unobservable inputs are performed to the extent the Company has experience. When an input is changed the model is updated and the results of each step of the model are analyzed for reasonableness.

The significant unobservable inputs used in the fair value measurement of the Company’s GMIB reinsurance contract asset are lapse rates, withdrawal rates and GMIB utilization rates. Significant increases in GMIB utilization rates or decreases in lapse or withdrawal rates in isolation would tend to increase the GMIB reinsurance contract asset.

Fair value measurement of the GMIB reinsurance contract asset includes dynamic lapse and GMIB utilization assumptions whereby projected contractual lapses and GMIB utilization reflect the projected net amount of risks of the contract. As the net amount of risk of a contract increases, the assumed lapse rate decreases and the GMIB utilization increases. Increases in volatility would increase the asset.

The significant unobservable inputs used in the fair value measurement of the Company’s GMWB and GWBL liability are lapse rates and withdrawal rates. Significant increases in withdrawal rates or decreases in lapse rates in isolation would tend to increase these liabilities. Increases in volatility would increase these liabilities.

The carrying values and fair values at December 31, 2013 and 2012 for financial instruments not otherwise disclosed in Notes 3 5,and 12 and 14 are presented in the table below. Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts and pension and other postretirement obligations.

 

     December 31, 
     2011     2010 
     Carrying
Value
     Fair
Value
     Carrying
Value
     Fair
Value
 
     (In Millions) 

Consolidated:

                

Mortgage loans on real estate

    $    4,281      $    4,432      $    3,571      $    3,669  

Other limited partnership interests

     1,582       1,582       1,451       1,451  

Policyholders liabilities:

                

Investment contracts

     2,549       2,713       2,609       2,679  

Long-term debt

     200       220       200       228  

Loans to affiliates

     1,041       1,097       1,045       1,101  

Closed Blocks:

                

Mortgage loans on real estate

    $1,205      $1,254      $981      $1,015  

Other equity investments

     1       1       1       1  

SCNILC liability

     6       6       7       7  
   Carrying
Value
   Fair Value 
         Level 1       Level 2   Level 3   Total 
   (In Millions) 

December 31, 2013:

          

Mortgage loans on real estate

  $            5,684    $            -    $   $5,716    $5,716  

Other limited partnership interests

   1,592             1,592     1,592  

Loans to affiliates

   1,088         800     398     1,198  

Policyholders liabilities: Investment contracts

   2,435             2,523     2,523  

Long-term debt

   200         225         225  

Loans from affiliates

   825         969         969  

December 31, 2012:

          

Mortgage loans on real estate

  $5,059    $   $   $5,249    $5,249  

Other limited partnership interests

   1,514             1,514     1,514  

Loans to affiliates

   1,037         784     402     1,186  

Policyholders liabilities: Investment contracts

   2,494                         2,682     2,682  

Long-term debt

   200         236         236  

Loans from affiliates

   1,325                     1,676                     1,676  

Fair values for commercial and agricultural mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived from taking the appropriate U.S. Treasury rate with a like term to the remaining term of the loan and adding a spread reflective of the risk premium associated with the specific loan. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.

Other limited partnership interests and other equity investments, including interests in investment companies, are accounted for under the equity method and for which the carrying value provides a reasonable estimate of fair value as the underlying investments of these partnerships are valued at estimated fair value.

Fair values for the Company’s long-term debt are determined from quotations provided by brokers knowledgeable about these securities and internally assessed for reasonableness. The fair values of the Company’s borrowing and lending arrangements with AXA affiliated entities are determined in the same manner as for such transactions with third parties, including matrix pricing models for debt securities and discounted cash flow analysis for mortgage loans.

The fair values for the Company’s association plans contracts, supplementary contracts not involving life contingencies (“SCNILC”), deferred annuities and certain annuities, which are included in Policyholder’s account balances are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as Access Accounts are held at book value.

8)

GMDB, GMIB, GIB, GWBL AND OTHER FEATURES AND NO LAPSE GUARANTEE FEATURES

A)Variable Annuity Contracts—Contracts – GMDB, GMIB, GIB and GWBL and Other Features

The Company has certain variable annuity contracts with GMDB, GMIB, GIB and GWBL and other features in-force that guarantee one of the following:

Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);

 

Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);

 

Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;

Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

 

Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include a five year or an annual reset; or

Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;

 

Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include a five year or an annual reset; or

 

Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

The following table summarizes the GMDB and GMIB liabilities, before reinsurance ceded, reflected in the General Account in future policy benefits and other policyholders’ liabilities:

 

     GMDB   GMIB   Total 
     (In Millions) 

Balance at January 1, 2009

    $981    $1,980    $2,961  

Paid guarantee benefits

     (249   (58   (307

Other changes in reserve

     355     (364   (9
    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2009

     1,087     1,558     2,645  

Paid guarantee benefits

     (208   (45   (253

Other changes in reserve

     386     798     1,184  
    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

     1,265     2,311     3,576  

Paid guarantee benefits

     (203   (47   (250

Other changes in reserve

     531     1,866     2,397  
    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

    $    1,593    $    4,130    $    5,723  
    

 

 

   

 

 

   

 

 

 

F-43


      GMDB            GMIB              Total       
  (In Millions) 

Balance at January 1, 2011

 $1,265     $2,311     $3,576  

Paid guarantee benefits

  (203)    (47)    (250)  

Other changes in reserve

  531    1,866    2,397  
 

 

 

  

 

 

  

 

 

 

Balance at December 31, 2011

  1,593    4,130    5,723  

Paid guarantee benefits

  (288)    (77)    (365)  

Other changes in reserve

  467    508    975  
 

 

 

  

 

 

  

 

 

 

Balance at December 31, 2012

  1,772    4,561    6,333  

Paid guarantee benefits

  (237)    (325)    (562)  

Other changes in reserve

  91    (33)    58  
 

 

 

  

 

 

  

 

 

 

Balance at December 31, 2013

 $1,626     $4,203     $5,829  
 

 

 

  

 

 

  

 

 

 

Related GMDB reinsurance ceded amounts were:

 

     GMDB 
     (In Millions) 

Balance at January 1, 2009

    $327  

Paid guarantee benefits

     (86

Other changes in reserve

     164  
    

 

 

 

Balance at December 31, 2009

     405  

Paid guarantee benefits

     (81

Other changes in reserve

     209  
    

 

 

 

Balance at December 31, 2010

     533  

Paid guarantee benefits

     (81

Other changes in reserve

     264  
    

 

 

 

Balance at December 31, 2011

    $    716  
    

 

 

 
        GMDB        
(In Millions)

Balance at January 1, 2011

$533 

Paid guarantee benefits

(81)

Other changes in reserve

264 

 

Balance at December 31, 2011

716 

Paid guarantee benefits

(127)

Other changes in reserve

255 

Balance at December 31, 2012

844 

Paid guarantee benefits

(109)

Other changes in reserve

56 

Balance at December 31, 2013

$791 

The GMIB reinsurance contracts are considered derivatives and are reported at fair value.

The December 31, 20112013 values for variable annuity contracts in force on such date with GMDB and GMIB features are presented in the following table. For contracts with the GMDB feature, the net amount at risk in the event of death is the amount by which the GMDB benefits exceed related account values. For contracts with the GMIB feature, the net amount at risk in the event of annuitization is the amount by which the present value of the GMIB benefits exceeds related account values, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. Since variable annuity contracts with GMDB guarantees may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive:

 

 Return
of
  Premium  
     Ratchet             Roll-Up                 Combo                 Total         
    Return of
Premium
 Ratchet Roll-Up Combo Total 
    (Dollars In Millions)  (Dollars In Millions) 

GMDB:

             

Account values invested in:

             

General Account

    $    12,194   $218   $119   $459   $12,990   $13,121  $228  $92  $393  $13,834 

Separate Accounts

    $27,460   $    6,878   $3,699   $32,157   $70,194   $36,658  $8,551  $4,094  $37,795  $87,098 

Net amount at risk, gross

    $1,642   $1,400   $    2,944   $    14,305   $    20,291   $270  $169  $2,192  $10,891  $13,522 

Net amount at risk, net of amounts reinsured

    $1,642   $879   $2,003   $5,964   $10,488   $270  $111  $1,451  $4,152  $5,984 

Average attained age of contractholders

     49.2    63.3    68.7    63.9    53.3    50.8   64.5   70.2   65.2   54.6 

Percentage of contractholders over age 70

     2.8  27.6  47.2  28.5  10.4  8.4%    32.2%    53.0%    33.7%    15.5%  

Range of contractually specified interest rates

     N/A    N/A    3% - 6  3% - 6.5  3% - 6.5  N/A        N/A        3% - 6%    3% - 6.5%    3% - 6.5%  

GMIB:

             

Account values invested in:

             

General Account

     N/A    N/A   $26   $583   $609    N/A        N/A       $37  $428  $465 

Separate Accounts

     N/A    N/A   $2,479   $43,408   $45,887    N/A        N/A       $8,349  $49,109  $57,458 

Net amount at risk, gross

     N/A    N/A   $2,039   $9,186   $11,225    N/A        N/A       $892  $1,551  $2,443 

Net amount at risk, net of amounts reinsured

     N/A    N/A   $603   $2,520   $3,123    N/A        N/A       $268  $369  $637 

Weighted average years remaining until annuitization

     N/A    N/A    0.4    5.3    4.9    N/A        N/A        0.7   3.5   3.3 

Range of contractually specified interest rates

     N/A    N/A    3% - 6  3% - 6.5  3% - 6.5  N/A        N/A        3% - 6%    3% - 6.5%    3% - 6.5%  

In the second quarter 2013, the approach for determining the above noted GMIB net amount at risk was updated to be more reflective of the economic exposure to the Company. Previously, the calculation used a current annuitization factor based on the retail pricing basis for single-premium individual annuities, including premium loads and interest margins. The updated approach excludes premium loads and interest margins.

The Company continues to proactively manage the risks associated with its in-force business, particularly variable annuities with guarantee features. For example, in third quarter 2013, the Company initiated a program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator® contracts. As a result of this program, the Company is assuming a change in the short term behavior of remaining policyholders, as those who do not accept are assumed to be less likely to surrender their contract over the short term.

Due to the difference in accounting recognition between the fair value of the reinsurance contract asset and the U.S. GAAP gross reserves and DAC the net impact is an after-tax loss of $20 million, which was recognized in 2013.

The liability for SCS, SIO, MSO, IUL, GIB and GWBL and other guaranteed benefits related liability,features, not included above, was $227 million and $38$346 million at December 31, 20112013 and 2010, respectively,the liability for GIB and GWBL and other features, not included above, was $265 million at December 31, 2012, which isare accounted for as embedded derivatives. ThisThe liability for GIB, GWBL and other features reflects the present value of expected future payments (benefits) less the fees attributable to these features over a range of market consistent economic scenarios. The liability for SCS, SIO, MSO and IUL reflects the present value of expected future payments assuming the segments are held to maturity.

B)Separate Account Investments by Investment Category Underlying GMDB and GMIB Features

The total account values of variable annuity contracts with GMDB and GMIB features include amounts allocated to the guaranteed interest option, which is part of the General Account and variable investment options that invest through Separate Accounts in variable insurance trusts. The following table presents the aggregate fair value of assets, by major investment category, held by Separate Accounts that support variable annuity contracts with GMDB and GMIB benefits and guarantees. The investment performance of the assets impacts the related account values and, consequently, the net amount of risk associated with the GMDB and GMIB benefits and guarantees. Since variable annuity contracts with GMDB benefits and guarantees may also offer GMIB benefits and guarantees in each contract, the GMDB and GMIB amounts listed are not mutually exclusive:

F-44


Investment in Variable Insurance Trust Mutual Funds

 

 December 31, 
         2013                 2012         
    December 31, 
    2011     2010  (In Millions) 
    (In Millions) 

GMDB:

          

Equity

    $    46,207      $    48,904     $64,035   $52,633  

Fixed income

     3,810       3,980    3,330    3,748  

Balanced

     19,525       22,230    19,237    19,102  

Other

     652       713    496    543  
    

 

     

 

  

 

  

 

 

Total

    $70,194      $75,827     $87,098   $76,026  
    

 

     

 

  

 

  

 

 

GMIB:

          

Equity

    $29,819      $31,837     $41,603   $33,361  

Fixed income

     2,344       2,456    2,208    2,335  

Balanced

     13,379       15,629    13,401    12,906  

Other

     345       370    246    264  
    

 

     

 

  

 

  

 

 

Total

    $45,887      $50,292     $            57,458   $            48,866  
    

 

     

 

  

 

  

 

 

C)Hedging Programs for GMDB, GMIB, GIB and GWBL and Other Features

Beginning in 2003, AXA Equitable established a program intended to hedge certain risks associated first with the GMDB feature and, beginning in 2004, with the GMIB feature of the Accumulator® series of variable annuity products. The program has also been extended to cover other guaranteed benefits as they have been made available. This program currently utilizes derivative contracts, such as exchange-traded equity, currency and interest rate futures contracts, total return and/or equity swaps, interest rate swap and floor contracts, swaptions, variance swaps as well as equity options, that collectively are managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in the equity and fixed income markets. At the present time, this program hedges certain economic risks on products sold from 2001 forward, to the extent such risks are not reinsured. At December 31, 2011,2013, the total account value and net amount at risk of the hedged variable annuity contracts were $36,090$40,319 million and $8,246$4,774 million, respectively, with the GMDB feature and $19,527$23,346 million and $2,545$370 million, respectively, with the GMIB feature.

These programs do not qualify for hedge accounting treatment. Therefore, gains (losses) on the derivatives contracts used in these programs, including current period changes in fair value, are recognized in net investment income (loss) in the period in which they occur, and may contribute to earnings (loss) volatility.

F-45


D)  Variable and Interest-Sensitive Life Insurance Policies—Policies - No Lapse Guarantee

The no lapse guarantee feature contained in variable and interest-sensitive life insurance policies keeps them in force in situations where the policy value is not sufficient to cover monthly charges then due. The no lapse guarantee remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.

The following table summarizes the no lapse guarantee liabilities reflected in the General Account in Future policy benefits and other policyholders’ liabilities, and the related reinsurance ceded.

 

 Direct Liability Reinsurance
Ceded
 Net    Direct Liability       Reinsurance    
Ceded
         Net         
 (In Millions) 

Balance at January 1, 2009

 $    203    $    (153)   $50  

Other changes in reserves

  52    (21)    31  
 

 

  

 

  

 

    (In Millions)   

Balance at December 31, 2009

  255    (174)    81  

Other changes in reserves

  120    (57)    63  
 

 

  

 

  

 

 

Balance at December 31, 2010

  375    (231)    144  

Balance at January 1, 2011

   $375     $(231)     $144  

Other changes in reserves

  95    (31)    64    95    (31)    64  
 

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2011

 $470    $    (262)   $    208    470    (262)    208  

Other changes in reserves

  86    (48)    38  
 

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2012

  556    (310)    246  

Other changes in reserves

  273    (131)    142  
 

 

  

 

  

 

 

Balance at December 31, 2013

   $829     $(441)     $                388  
 

 

  

 

  

 

 

 

9)

REINSURANCE AGREEMENTS

The Insurance GroupCompany assumes and cedes reinsurance with other insurance companies. The Insurance GroupCompany evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Ceded reinsurance does not relieve the originating insurer of liability.

The Insurance GroupCompany reinsures most of its new variable life, UL and term life policies on an excess of retention basis. The Insurance Group maintains a maximum retention on each single-life policy of $25 million and on each second-to-die policy of $30 million with the excess 100% reinsured. The Insurance GroupCompany also reinsures the entire risk on certain substandard underwriting risks and in certain other cases.

At December 31, 2011,2013, the Company had reinsured with non-affiliates and affiliates in the aggregate approximately 5.1%5.6% and 43.2%50.2%, respectively, of its current exposure to the GMDB obligation on annuity contracts in-force and, subject to certain maximum amounts or caps in any one period, approximately 22.9%32.0% and 49.3%41.9%, respectively, of its current liability exposure resulting from the GMIB feature. See Note 8.

Based on management’s estimates of future contract cash flows and experience, the estimated fair values of the GMIB reinsurance contracts, considered derivatives at December 31, 20112013 and 20102012 were $10,547$6,747 million and $4,606$11,044 million, respectively. The increases (decreases) in estimated fair value were $(4,297) million, $497 million and $5,941 million $2,350 millionfor 2013, 2012 and $(2,566) million for 2011, 2010 and 2009, respectively.

At December 31, 20112013 and 2010,2012, respectively, third-party reinsurance recoverables related to insurance contracts amounted to $2,383$2,379 million and $2,332$2,465 million, of which $1,959$1,920 million and $1,913$1,964 million related to two specific reinsurers, which are rated A/A-AA- with the remainder of the reinsurers rated BBB and above or not rated. At December 31, 20112013 and 2010,2012, affiliated reinsurance recoverables related to insurance contracts amounted to $1,159$1,555 million and $920$1,383 million, respectively. A contingent liability exists with respect to reinsurance should the reinsurers be unable to meet their obligations. The Insurance Group evaluates the financial condition of its reinsurers in an effort to minimize its exposure to significant losses from reinsurer insolvencies.

Reinsurance payables related to insurance contracts totaling $73$70 million and $74$73 million are included in other liabilities in the consolidated balance sheets at December 31, 20112013 and 2010,2012, respectively.

The Insurance Group cedes substantially all of its group life and health business to a third party insurer. Insurance liabilities ceded totaled $177$143 million and $195$160 million at December 31, 20112013 and 2010,2012, respectively.

The Insurance Group also cedes a portion of its extended term insurance and paid-up life insurance and substantially all of its individual disability income business through various coinsurance agreements.

F-46


The Insurance Group has also assumed accident, health, annuity, aviation and space risks by participating in or reinsuring various reinsurance pools and arrangements. In addition to the sale of insurance products, the Insurance Group currently acts as a professional retrocessionaire by assuming life reinsurance from professional reinsurers. Reinsurance assumed reserves at December 31, 20112013 and 20102012 were $703$709 million and $685$752 million, respectively.

The following table summarizes the effect of reinsurance:

 

         2013                 2012                 2011         
    2011     2010     2009    (In Millions)   
    (In Millions) 

Direct premiums

    $908      $903      $838     $848   $873   $908  

Reinsurance assumed

     210       213       202    213    219    210  

Reinsurance ceded

         (585)           (586)           (609)    (565)    (578)    (585)  
    

 

     

 

     

 

  

 

  

 

  

 

 

Premiums

    $533      $530      $431     $496   $514   $533  
    

 

     

 

     

 

  

 

  

 

  

 

 

Universal Life and Investment-type Product Policy Fee Income Ceded

    $221      $210      $197     $247   $234   $221  
    

 

     

 

     

 

  

 

  

 

  

 

 

Policyholders’ Benefits Ceded

    $510      $536      $485     $703   $667   $510  
    

 

     

 

     

 

  

 

  

 

  

 

 

Interest Credited to Policyholders’ Account Balances Ceded

    $      $      $  
    

 

     

 

     

 

 

Individual Disability Income and Major Medical

Claim reserves and associated liabilities net of reinsurance ceded for individual DI and major medical policies were $92$79 million and $90$86 million at December 31, 20112013 and 2010,2012, respectively. At December 31, 20112013 and 2010,2012, respectively, $1,684$1,687 million and $1,622$1,704 million of DI reserves and associated liabilities were ceded through indemnity reinsurance agreements with a singular reinsurance group.group, rated AA-. Net incurred benefits (benefits paid plus changes in claim reserves) and benefits paid for individual DI and major medical policies are summarized below:

 

          2013                   2012                   2011         
    2011     2010     2009   (In Millions) 
    (In Millions) 

Incurred benefits related to current year

    $    24      $    30      $    38      $15    $16    $24  

Incurred benefits related to prior years

     18       10       6     10     14     18  
    

 

     

 

     

 

   

 

   

 

   

 

 

Total Incurred Benefits

    $42      $40      $44      $25    $30    $42  
    

 

     

 

     

 

   

 

   

 

   

 

 

Benefits paid related to current year

    $15      $12      $13      $19    $21    $15  

Benefits paid related to prior years

     24       30       34     13     16     24  
    

 

     

 

     

 

   

 

   

 

   

 

 

Total Benefits Paid

    $39      $42      $47      $32    $37    $39  
    

 

     

 

     

 

   

 

   

 

   

 

 

10)

SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

 

     December 31, 
     2011     2010 
     (In Millions) 

Short-term debt:

        

AllianceBernstein commercial paper (with interest rates of 0.2% and 0.3%)

    $    445      $    225  
    

 

 

     

 

 

 

Total short-term debt

     445       225  
    

 

 

     

 

 

 

Long-term debt:

        

AXA Equitable:

        

Surplus Notes, 7.7%, due 2015

     200       200  
    

 

 

     

 

 

 

Total long-term debt

     200       200  
    

 

 

     

 

 

 

Total Short-term and Long-term Debt

    $645      $425  
    

 

 

     

 

 

 

  December 31, 
          2013                  2012         
  

 

(In Millions)

 

Short-term debt:

  

AllianceBernstein commercial paper (with interest rates of 0.3% and 0.5%)

   $268    $323  
 

 

 

  

 

 

 

Total short-term debt

  268    323  
 

 

 

  

 

 

 

Long-term debt:

  

AXA Equitable:

  

Surplus Notes, 7.7%, due 2015

  200    200  
 

 

 

  

 

 

 

Total long-term debt

  200    200  
 

 

 

  

 

 

 

Total Short-term and Long-term Debt

   $468    $523  
 

 

 

  

 

 

 

F-47


Short-term Debt

AXA Equitable is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which provides AXA Equitable with access to collateralized borrowings and other FHLBNY products. As membership requires the ownership of member stock, AXA Equitable purchased stock to meet theirits membership requirement ($1113 million, as of December 31, 2011)2013). Any borrowings from the FHLBNY require the purchase of FHLBNY activity based stock in an amount equal to 4.5% of the borrowings. AXA Equitable’s borrowing capacity with FHLBNY is $1,000 million. As a member of FHLBNY, AXA Equitable can receive advances for which it would be required to pledge qualified mortgage-backed assets and government securities as collateral. At December 31, 2011,2013, there were no outstanding borrowings from FHLBNY.

In December 2010, AllianceBernstein entered into a committed, unsecured three-year senior revolving credit facility (the “2010 AB“AB Credit Facility”) with a group of commercial banks and other lenders in an original principal amount of $1,000 million with SCB LLC as an additional borrower.

The 2010 AB Credit Facility replaced AllianceBernstein’s existing $1,950 million of committed credit lines (comprised of two separate lines –a $1,000 million committed, unsecured revolving credit facility in the name of AllianceBernstein, which had a scheduled expiration date of February 17, 2011, and SCB LLC’s $950 million committed, unsecured revolving credit facility, which had a scheduled expiration date of January 25, 2011), both of which were terminated upon the effectiveness of the 2010 AB Credit Facility. AllianceBernstein has agreed to guarantee the obligations of SCB LLC under the 2010 AB Credit Facility.

The 2010 AB Credit Facility is available for AllianceBernstein’s and SCB LLC’s business purposes, including the support of AllianceBernstein’s $1,000 million commercial paper program. Both AllianceBernstein and SCB LLC can draw directly under the 2010 AB Credit Facility and management expects to draw on the 2010 AB Credit Facility from time to time.

The 2010 AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. The 2010 AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the 2010 AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

The 2010 AB Credit Facility provides for possible increases in principal amount by up to an aggregate incremental amount of $250 million (“accordion feature”), any such increase being subject to the consent of the affected lenders. Amounts under the 2010 AB Credit Facility may be borrowed, repaid and re-borrowed by either company from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by AllianceBernstein are permitted at any time without fee (other than customary breakage costs relating to the prepayment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the 2010 AB Credit Facility bear interest at a rate per annum, which will be, at AllianceBernstein’s option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AllianceBernstein, plus one of the following indexes: London Interbank Offered Rate (“LIBOR”); a floating base rate; or the Federal Funds rate.

On January 17, 2012, the 2010 AB Credit Facility was amended and restated. The principal amount was amended to $900 million from the original principal amount of $1,000 million. Also, the amendment increased the accordion feature from $250 million to $350 million. In addition, the maturity date of the 2010 AB Credit Facility has been extended from December 9, 2013 to January 17, 2017. There were no other significant changes in terms and conditions included in this amendment.

As of December 31, 20112013 and 2010,2012, AllianceBernstein had no amounts outstanding under the 2010 AB Credit Facility or the previous revolving credit facilities, respectively.

In addition, SCB LLC has five uncommitted lines of credit with four financial institutions. Two of these lines of credit permit usAllianceBernstein to borrow up to an aggregate of approximately $200 million while three lines have no stated limit.

Long-term Debt

At December 31, 2011,2013, the Company was not in breach of any long-term debt covenants.

 

11)

RELATED PARTY TRANSACTIONS

Loans to Affiliates

In September 2007, AXA issued a $650 million in 5.4% Senior Unsecured NotesNote to AXA Equitable. These notes payThe note pays interest semi-annually and werewas scheduled to mature on September 30, 2012. In March 2011, the maturity date of these notesthe note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

F-48


In June 2009, AXA Equitable sold a jointly owned real estate property valued at $1,100 million to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets. The $439 million after-tax excess of the property’s fair value over its carrying value was accounted for as a capital contribution to AXA Equitable.

In third quarter 2013, AXA Equitable purchased, at fair value, AXA Arizona’s $50 million note receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 5.4% and matures on December 15, 2020.

Loans from Affiliates

In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and a maturity date of December 1, 2035. Interest on this note is payable semi-annually.

In NovemberDecember 2008, AXA Financial purchasedEquitable issued a $500 million callable 7.1% surplus note fromto AXA Equitable.Financial. The note pays interest semi-annually and matures on December 1, 2018.

In DecemberNovember 2008, AXA Financial purchasedEquitable issued a $500 million callable 7.1% surplus note fromto AXA Equitable.Financial. The note payspaid interest semi-annually and matureswas scheduled to mature on December 1, 2018. In June 2013, AXA Equitable repaid this note at par value plus interest accrued to AXA Financial.

Other Transactions

In third quarter 2013, AXA Equitable purchased, at fair value, MONY Life Insurance Company’s (“MONY Life”) equity interest in limited partnerships for $53 million and MONY Life’s CMBS portfolio for $31 million.

In October 2012, AXA Equitable sold its 50% interest in a real estate joint venture supporting the Wind-up Annuities line of business to 1285 Holdings, LLC, a non-insurance subsidiary of AXA Financial in exchange for $402 million in cash. The $195 million after-tax excess of the real estate joint venture’s fair value over its carrying value has been accounted for as a capital contribution to AXA Equitable. In connection with this sale, the Company recognized a $226 million pre-tax premium deficiency reserve related to the Wind-up Annuities line of business.

In August 2012, the Company purchased agricultural mortgage loans from MONY Life and MONY Life Insurance Company of America (“MLOA”), for a purchase price of $109 million.

The Company reimburses AXA Financial for expenses relating to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits. Such reimbursement was based on the cost to AXA Financial of the benefits provided which totaled $14$40 million, $59$37 million and $56$14 million, respectively, for 2011, 20102013, 2012 and 2009.

2011.

In 2011, 20102013, 2012 and 2009,2011, respectively, the Company paid AXA Distribution and its subsidiaries $641$621 million, $647$684 million and $634$641 million of commissions and fees for sales of insurance products. The Company charged AXA Distribution’s subsidiaries $413$306 million, $428$348 million and $402$413 million, respectively, for their applicable share of operating expenses in 2011, 20102013, 2012 and 2009,2011, pursuant to the Agreements for Services.

The Company currently reinsures to AXA BermudaRE Arizona Company (“AXA Arizona”) a 100% quota share of all liabilities for variable annuities with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. AXA BermudaArizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under UL insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. The reinsurance arrangements with AXA BermudaArizona provide important capital management benefits to AXA Equitable. At December 31, 20112013 and 2010,2012, the Company’s GMIB reinsurance asset with AXA BermudaArizona had carrying values of $8,129$5,388 million and $3,384$8,888 million, respectively, and is reported in Guaranteed minimum income benefit reinsurance asset, at fair value in the consolidated balance sheets. Ceded premiums in 2011, 20102013, 2012 and 20092011 related to the UL and no lapse guarantee riders totaled approximately $474 million, $484 million $477 million and $494$484 million, respectively. Ceded claims paid in 2013, 2012 and 2011 2010were $70 million, $68 million and 2009 were $31 million, $39 million and $37 million, respectively.

Various AXA affiliates, including AXA Equitable, cede a portion of their life, health and catastrophe insurance business through reinsurance agreements to AXA Global Life beginning in 2010 (and AXA Cessions in 2009 and prior), AXA affiliated reinsurers. AXA Global Life, in turn, retrocedes a quota share portion of these risks prior to 2008 to AXA Equitable on a one-year term basis. Premiums earned in 2011, 2010 and 2009 under this arrangement totaled approximately $1 million, $0 million and $1 million, respectively. Claims and expenses paid in 2011, 2010 and 2009 were $0 million, $0 million and $1 million, respectively.

AXA Life Insurance Company Ltd (Japan), an AXA subsidiary, cedes a portion of their annuity business to AXA Equitable. Premiums earned in 2011, 2010 and 2009 totaled approximately $9 million, $9 million and $8 million, respectively. Claims and expenses paid in 2011, 2010 and 2009 were $1 million, $1 million and $1 million, respectively.

Various AXA Financial affiliates cede a portion of their life business through excess of retention treaties to AXA Equitable on a yearly renewal term basis.

Premiums earned from the above mentioned affiliated reinsurance transactions in 2011, 20102013, 2012 and 2009 from AXA Equitable Life and Annuity Company2011 totaled approximately $8$21 million, $7$21 million and $8$22 million, respectively. Claims and expenses paid in 2013, 2012 and 2011 2010 and 2009 were $4$10 million, $4$13 million and $5$14 million, respectively. Premiums earned in 2011, 2010 and 2009 from U.S. Financial Life Insurance Company (“USFL”) totaled approximately $5 million, $5 million and $5 million, respectively. Claims and expenses paid in 2011, 2010 and 2009 were $8 million, $10 million and $4 million, respectively.

Both AXA Equitable and AllianceBernstein, along with other AXA affiliates, participate in certain intercompany cost sharing and service agreements including technology and professional development arrangements. AXA Equitable and AllianceBernstein incurred expenses under such agreements of approximately $152$165 million, $160$161 million and $152 million in 2011, 20102013, 2012 and 2009,2011, respectively. Expense

F-49


reimbursements by AXA and AXA affiliates to AXA Equitable under such agreements totaled approximately $24 million, $26 million and $22 million $51 millionin 2013, 2012 and $50 million in 2011, 2010 and 2009, respectively. The net receivable (payable) related to these contracts was approximately $15$(8) million and $9$8 million at December 31, 20112013 and 2010,2012, respectively.

Commissions, fees and other income includes certain revenues for services provided to mutual funds managed by AllianceBernstein. These revenues are described below:

 

     2011     2010     2009 
     (In Millions) 

Investment advisory and services fees

    $    865      $    809      $    644  

Distribution revenues

     352       339       277  

Other revenues—shareholder servicing fees

     92       93       90  

Other revenues—other

     6       5       7  

Institutional research services

                   1  
                                                
       2013               2012                   2011         
   (In Millions) 

Investment advisory and services fees

  $1,010   $879   $831 

Distribution revenues

   455    408    360 

Other revenues - shareholder servicing fees

   91    89    92 

Other revenues - other

   6    5    6 

 

12)

EMPLOYEE BENEFIT PLANS

Pension Plans

AXA Equitable sponsors a qualified defined benefit pension plan covering its eligible employees (including certain qualified part-time employees), managers and financial professionals. This pension plan is non-contributory and its benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period in the plan. The CompanyAXA Equitable also sponsors non-qualified defined benefit pension plans.

AXA Equitable announced in the third quarter of 2013 that benefit accruals under its qualified and non-qualified defined benefit pension plans would be discontinued after December 31, 2013. This plan curtailment resulted in a decrease in the Projected Benefit Obligation (“PBO”) of approximately $29 million, which was offset against existing deferred losses in AOCI, and post-retirement plans. recognition of a $3 million curtailment loss from accelerated recognition of existing prior service costs accumulated in OCI. In addition, AXA Equitable announced that it will begin providing a company contribution to the AXA Equitable 401(k) Plan as of January 1, 2014. AXA Equitable will also provide an excess 401(k) contribution for eligible compensation over the qualified plan compensation limits under a nonqualified deferred compensation plan.

AllianceBernstein maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AllianceBernstein in the United States prior to October 2, 2000. AllianceBernstein’s benefits are based on years of credited service and average final base salary. The Company uses a December 31 measurement date for its pension plans.

For 2011,2013, no cash contributions were made by AXA Equitable and AllianceBernstein to their respectiveits qualified pension plans were $665plan. AllianceBernstein made a $4 million and $7 million.cash contribution to its qualified pension plan in 2013. The funding policy of the Company for its qualified pension plans is to satisfy its funding obligations each year in an amount not less than the minimum required by the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended by the Pension Protection Act of 2006 (the “Pension Act”), and not greater than the maximum it can deduct for Federal income tax purposes. Based on the funded status of the plans at December 31, 2011,2013, no minimum contribution is required to be made in 20122014 under ERISA, as amended by the Pension Protection Act of 2006 (the “Pension Act”), but management is currently evaluating if it will make contributions during 2012.Act. AllianceBernstein currently estimates that it will contribute $6 million to its pension plan during 2012.2014.

Components of net periodic pension expense for the Company’s qualified plans were as follows:

 

     2011     2010     2009 
     (In Millions) 

Service cost

    $41      $37      $38  

Interest cost

     122       129       136  

Expected return on assets

     (120)       (115)       (126)  

Net amortization

     145       125       95  

Plan amendments and additions

            13       2  
    

 

 

     

 

 

     

 

 

 

Net Periodic Pension Expense

    $    188      $    189      $    145  
    

 

 

     

 

 

     

 

 

 

           2013                   2012                   2011         
   (In Millions) 

Service cost

    $40    $40    $41  

Interest cost

   99     109     122  

Expected return on assets

   (155)     (146)     (120)  

Actuarial (gain) loss

            

Net amortization

   155     164     145  

Curtailment

            
  

 

 

   

 

 

   

 

 

 

Net Periodic Pension Expense

    $    143    $    168    $    188  
  

 

 

   

 

 

   

 

 

 

Changes in the Projected Benefit Obligation (“PBO”)PBO of the Company’s qualified plans were comprised of:

 

     December 31, 
     2011   2010 
     (In Millions) 

Projected benefit obligation, beginning of year

    $2,424    $2,241  

Service cost

     30     30  

Interest cost

     122     129  

Actuarial (gains) losses

     229     171  

Benefits paid

     (179   (170

Plan amendments and additions

          23  
    

 

 

   

 

 

 

Projected Benefit Obligation, End of Year

    $    2,626    $    2,424  
    

 

 

   

 

 

 

F-50


   December 31, 
           2013                   2012         
   (In Millions) 

Projected benefit obligation, beginning of year

    $2,797     $2,626  

Service cost

   32     32  

Interest cost

   99     109  

Actuarial (gains) losses

   (260)     219  

Benefits paid

   (176)     (187)  

Plan amendments and curtailments

   (29)     (2)  
  

 

 

   

 

 

 

Projected Benefit Obligation, End of Year

    $    2,463     $    2,797  
  

 

 

   

 

 

 

The following table discloses the change in plan assets and the funded status of the Company’s qualified pension plans:

 

     December 31, 
     2011   2010 
     (In Millions) 

Pension plan assets at fair value, beginning of year

    $    1,529    $    1,406  

Actual return on plan assets

     77     106  

Contributions

     672     202  

Benefits paid and fees

     (185   (185
    

 

 

   

 

 

 

Pension plan assets at fair value, end of year

     2,093     1,529  

PBO

     2,626     2,424  
    

 

 

   

 

 

 

Excess of PBO Over Pension Plan Assets

    $(533  $(895
    

 

 

   

 

 

 

   December 31, 
           2013                   2012         
   (In Millions) 

Pension plan assets at fair value, beginning of year

    $2,396      $2,093  

Actual return on plan assets

   180     231  

Contributions

       265  

Benefits paid and fees

   (179)     (193)  
  

 

 

   

 

 

 

Pension plan assets at fair value, end of year

   2,401     2,396  

PBO

       2,463         2,797  
  

 

 

   

 

 

 

Excess of PBO Over Pension Plan Assets

    $(62)      $(401)  
  

 

 

   

 

 

 

Amounts recognized in the accompanying consolidated balance sheets to reflect the funded status of these plans were accrued pension costs of $533$62 million and $895$401 million at December 31, 20112013 and 2010,2012, respectively. The aggregate PBO and fair value of pension plan assets for plans with PBOs in excess of those assets were $2,626$2,463 million and $2,093$2,401 million, respectively, at December 31, 20112013 and $2,424$2,797 million and $1,529$2,396 million, respectively, at December 31, 2010.2012. The aggregate accumulated benefit obligation and fair value of pension plan assets for pension plans with accumulated benefit obligations in excess of those assets were $2,593$2,463 million and $2,093$2,401 million, respectively, at December 31, 20112013 and $2,391$2,761 million and $1,529$2,396 million, respectively, at December 31, 2010.2012. The accumulated benefit obligation for all defined benefit pension plans was $2,593$2,463 million and $2,391$2,761 million at December 31, 20112013 and 2010,2012, respectively.

The following table discloses the amounts included in AOCI at December 31, 20112013 and 20102012 that have not yet been recognized as components of net periodic pension cost:

 

     December 31, 
     2011     2010 
     (In Millions) 

Unrecognized net actuarial (gain) loss

    $1,679      $1,554  

Unrecognized prior service cost (credit)

     7       8  
    

 

 

     

 

 

 

Total

    $    1,686      $    1,562  
    

 

 

     

 

 

 

   December 31, 
           2013                   2012         
   (In Millions) 

Unrecognized net actuarial (gain) loss

   $    1,181    $    1,650  

Unrecognized prior service cost (credit)

        
  

 

 

   

 

 

 

Total

   $1,181    $1,654  
  

 

 

   

 

 

 

The estimated net actuarial (gain) loss and prior service cost (credit) expected to be reclassified from AOCI and recognized as components of net periodic pension cost over the next year are $161$115 million and $1$0 million, respectively.

The following table discloses the allocation of the fair value of total plan assets for the qualified pension plans of the Company at December 31, 20112013 and 2010:2012:

 

     December 31, 
     2011  2010 
     (In Millions) 

Fixed Maturities

     52.4  48.5

Equity Securities

     36.3    37.0  

Equity real estate

     9.3    11.8  

Cash and short-term investments

     2.0    2.7  
    

 

 

  

 

 

 

Total

         100.0      100.0
    

 

 

  

 

 

 

   December 31, 
           2013                   2012         
   (In Millions) 

Fixed Maturities

   49.0  %     52.8  %  

Equity Securities

   39.1          36.5       

Equity real estate

   9.3          8.4       

Cash and short-term investments

   1.9          2.3       

Other

   0.7          -       
  

 

 

   

 

 

 

Total

       100.0  %         100.0  %  
  

 

 

   

 

 

 

The primary investment objective of the qualified pension plan of AXA Equitable is to maximize return on assets, giving consideration to prudent risk. Guidelines regarding the allocation of plan assets for AXA Equitable’s qualified pension plan are formalized by the Investment Committee established by the funded benefit plans of AXA Equitable and are designed with a long-term investment horizon. During 2011,2013, AXA Equitable continued to implement an investment allocation strategy of the qualified defined benefit pension plan targeting 30%-40% equities, 50%-60% high quality bonds, and 0%-15% equity real estate and other investments. Exposure to real estate investments offers diversity to the total portfolio and long-term inflation protection.

In 2011,2013, AXA Equitable’s qualified pension plan continued to implement hedging strategies intended to lessenminimize downside equity risk. These hedging programs were initiated during fourth quarter 2008 and currently utilize derivative instruments,risk, principally using exchange-traded options contracts that are managed in an effort to reduce the economic impactcontracts. As a result of unfavorable changesa strategic asset allocation project conducted in the equity markets.latter half of 2013, the existing equity-hedging program was discontinued in January 2014 at maturity of the underlying positions.

F-51


The following tables disclose the fair values of plan assets and their level of observability within the fair value hierarchy for the qualified pension plans of the Company at December 31, 20112013 and 2010,2012, respectively.

 

December 31, 2011:    Level 1     Level 2     Level 3     Total 
     (In Millions) 

Asset Categories

    

Fixed Maturities:

                

Corporate

    $      $797      $      $797  

U.S. Treasury, government and agency

            275              275  

States and political subdivisions

            11              11  

Other structured debt

                   6       6  

Common and preferred equity

     712       2              714  

Mutual funds

     33   ��                 33  

Private real estate investment funds

                   4       4  

Private real estate investment trusts

            29       183       212  

Cash and cash equivalents

     1       1              2  

Short-term investments

     7       32              39  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total

    $    753      $    1,147      $    193      $    2,093  
    

 

 

     

 

 

     

 

 

     

 

 

 
December 31, 2010:    Level 1     Level 2     Level 3     Total 
     (In Millions) 

Asset Categories

    

Fixed Maturities:

                

Corporate

    $      $564      $      $564  

U.S. Treasury, government and agency

            148              148  

States and political subdivisions

            9              9  

Other structured debt

                   6       6  

Common and preferred equity

     410       2              412  

Mutual funds

     115                     115  

Derivatives, net

     1       6              7  

Private real estate investment funds

                   13       13  

Private investment trusts

            51       163       214  

Cash and cash equivalents

     6       2              8  

Short-term investments

     2       31              33  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total

    $    534      $    813      $    182      $    1,529  
    

 

 

     

 

 

     

 

 

     

 

 

 

                                                                                
December 31, 2013:          Level 1                   Level 2                   Level 3                   Total         
Asset Categories  (In Millions) 

Fixed Maturities:

        

Corporate

   $   $801    $   $801  

U.S. Treasury, government and agency

       343         343  

States and political subdivisions

        16          16  

Other structured debt

                10  

Common and preferred equity

   716     191          907  

Mutual funds

   44               44  

Private real estate investment funds

                  

Private real estate investment trusts

        11     220     231  

Cash and cash equivalents

                  

Short-term investments

   23     23          46  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $784    $1,391    $226    $2,401  
  

 

 

   

 

 

   

 

 

   

 

 

 
December 31, 2012:      Level 1           Level 2           Level 3           Total     
Asset Categories  (In Millions) 

Fixed Maturities:

        

Corporate

   $    $849    $    $849  

U.S. Treasury, government and agency

        410          410  

States and political subdivisions

        18          18  

Other structured debt

                  

Common and preferred equity

   751     62          813  

Mutual funds

   35               35  

Private real estate investment funds

                  

Private real estate investment trusts

        11     197     208  

Cash and cash equivalents

   25               25  

Short-term investments

        30          30  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $811    $1,380    $205    $2,396  
  

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2011,2013, assets classified as Level 1, Level 2, and Level 3 comprise approximately 36.0%32.7%, 54.8%57.9% and 9.2%9.4%, respectively, of qualified pension plan assets. At December 31, 2010,2012, assets classified as Level 1, Level 2 and Level 3 comprised approximately 34.9%33.9%, 53.2%57.5% and 11.9%8.6%, respectively, of qualified pension plan assets. See Note 2 for a description of the fair value hierarchy. The fair values of qualified pension plan assets are measured and ascribed to levels within the fair value hierarchy in a manner consistent with the invested assets of the Company that are measured at fair value on a recurring basis. Except for an investment of approximately $183$2 million in a private REIT through a pooled separate account, there are no significant concentrations of credit risk arising within or across categories of qualified pension plan assets.

F-52


The tables below present a reconciliation for all Level 3 qualified pension plan assets at December 31, 20112013 and 2010,2012, respectively.

 

     Fixed
Maturities (1)
   Private
Real Estate
Investment
Funds
     Private
Investment
Trusts
     Common
Equity
  Total 
     (In Millions) 

Balance at January 1, 2011

    $6    $13      $163      $   $182  

Actual return on plan assets:

               

Relating to assets still held at December 31, 2011

          3       20           23  

Purchases/issues

                        1    1  

Sales/settlements

              (12)              (1  (13

Transfers into/out of Level 3

                              
    

 

 

   

 

 

     

 

 

     

 

 

  

 

 

 

Balance at December 31, 2011

    $6    $4      $183      $   $193  
    

 

 

   

 

 

     

 

 

     

 

 

  

 

 

 

Balance at January 1, 2010

    $7    $12      $147      $2   $168  

Actual return on plan assets:

               

Relating to assets still held at December 31, 2010

     (1)     1       16           16  

Purchases, sales, issues and settlements, net

                        (2  (2

Transfers into/out of Level 3

                              
    

 

 

   

 

 

     

 

 

     

 

 

  

 

 

 

Balance at December 31, 2010

    $    6    $    13      $    163      $    —   $    182  
    

 

 

   

 

 

     

 

 

     

 

 

  

 

 

 
   Fixed
    Maturities(1)    
   Private
    Real Estate    
Investment
Funds
   Private
    Investment    
Trusts
       Common    
Equity
           Total         
   (In Millions) 

Balance at January 1, 2013

   $   $   $197    $    $205  

Actual return on plan assets:

          

Relating to assets still held at December 31, 2013

             23          23  

Purchases/issues

                         

Sales/settlements

                         

Transfers into/out of Level 3

   (1)     (1)               (2)  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

   $   $   $220    $    $226  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2012

   $   $   $183    $    $193  

Actual return on plan assets:

          

Relating to assets still held at December 31, 2012

             14          14  

Sales/settlements

   (1)     (1)               (2)  

Transfers into/out of Level 3

                         
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

   $   $   $197    $    $205  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Includes commercial mortgage- and asset-backed securities and other structured debt.

The discount rate assumptions used by the Company to measure the benefits obligations and related net periodic cost of its qualified pension plans reflect the rates at which those benefits could be effectively settled. Projected nominal cash outflows to fund expected annual benefits payments under each of the Company’s qualified pension plans were discounted using a published high-quality bond yield curve. The discount rate used to measure each of the benefitsbenefits’ obligations at December 31, 20112013 and 20102012 represents the level equivalent spot discount rate that produces the same aggregate present value measure of the total benefits obligation as the aforementioned discounted cash flow analysis. The following table discloses the weighted-average assumptions used to measure the Company’s pension benefit obligations and net periodic pension cost at and for the years ended December 31, 20112013 and 2010.2012.

 

     2011  2010 

Discount rates:

     

Benefit obligation

     4.25  5.25

Periodic cost

     5.25  6.00

Rates of compensation increase:

     

Benefit obligation and periodic cost

     6.00  6.00

Expected long-term rates of return on pension plan assets (periodic cost)

     6.75  6.75

           2013                   2012         

Discount rates:

    

Benefit obligation

   4.50  %     3.50  %  

Periodic cost

   4.50  %     4.25  %  

Rates of compensation increase:

    

Benefit obligation and periodic cost

   6.00  %     6.00  %  

Expected long-term rates of return on pension plan assets (periodic cost)

   6.75  %     6.75  %  

The expected long-term rate of return assumption on plan assets is based upon the target asset allocation of the plan portfolio and is determined using forward-looking assumptions in the context of historical returns and volatilities for each asset class. Based upon new plan asset allocation targets for 2014 intended to rebalance between the bond and equity portfolios under the long-term investment strategy, the expected long-term rate of return assumed on pension plan assets in the measurement of net periodic cost will be increased to 7.00%.

Prior to 1987, participants’ benefits under AXA Equitable’s qualified plan were funded through the purchase of non-participating annuity contracts from AXA Equitable. Benefit payments under these contracts were approximately $10 million, $12 million and $13 million $14 millionfor 2013, 2012 and $16 million for 2011, 2010 and 2009, respectively.

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The following table provides an estimate of future benefits expected to be paid in each of the next five years, beginning January 1, 2012,2014, and in the aggregate for the five years thereafter. These estimates are based on the same assumptions used to measure the respective benefit obligations at December 31, 20112013 and include benefits attributable to estimated future employee service.

 

    Pension
Benefits
   Pension
        Benefits        
 
    (In Millions) 
  (In Millions) 

2012

    $    201  

2013

     203  

2014

     200    $189 

2015

     199     196 

2016

     197     192 

Years 2017-2021

     939  

2017

   188 

2018

   185 

Years 2019-2023

   853 

Health Plans

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Acts”), signed into law in March 2010, are expected to have both immediate and long-term financial reporting implications for many employers who sponsor health plans for active employees and retirees. While many of the provisions of the Health Acts do not take effect until future years and are intended to coincide with fundamental changes to the healthcare system, current-period measurement of the benefits obligation is required to reflect an estimate of the potential implications of presently enacted law changes absent consideration of potential future plan modifications. Many of the specifics associated with this new healthcare legislation remain unclear, and further guidance is expected to become available as clarifying regulations are issued to address how the law is to be implemented. Management, in consultation with its actuarial advisors in respect of the Company’s health and welfare plans,Plan, has concluded that a reasonable and reliable estimate of the impact of the Health Acts have no material impact on the calculations on future benefit levels cannot be made as of December 31, 2011 due to the significant uncertainty and complexity of many aspects ofcaps on the new law.

Company subsidy for retirees. Any increases in plan cost, including those associated under the Excise Tax on high cost plans, are anticipated to be passed on to retirees.

Included among the major provisions of the Health Acts is a change in the tax treatment of the Medicare Part D subsidy. The subsidy came into existence with the enactment of the Medicare Modernization Act (“MMA”) in 2003 and is available to sponsors of retiree health benefit plans with a prescription drug benefit that is “actuarially equivalent” to the benefit provided by the Medicare Part D program. Prior to the Health Acts, sponsors were permitted to deduct the full cost of these retiree prescription drug plans without reduction for subsidies received. Although the Medicare Part D subsidy doesdid not become taxable until years beginning after December 31, 2012, the effects of changes in tax law had to be recognized immediately in the income statement of the period of enactment. When MMA was enacted, the Company reduced its health benefits obligation to reflect the expected future subsidies from this program but did not establish a deferred tax asset for the value of the related future tax deductions. Consequently, passage of the Health Acts did not result in adjustment of the deferred tax accounts.

Since December 31, 1999, AXA Financial, Inc. has legally assumed primary liability from AXA Equitable for all current and future obligations of its Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits; AXA Equitable remains secondarily liable. AXA Equitable reimburses AXA Financial, Inc. for costs associated with these plans, as described in Note 11. In 2011, AXA Equitable eliminated any subsidy for retiree medical and dental coverage for individuals retiring on or after May 1, 2012 as well as a $10,000 retiree life insurance benefit for individuals retiring on or after January 1, 2012. As a result, the Company recognized a one-time reduction in benefits expense of approximately $37 million.million in 2011.

AXA Financial Assumption

Since December 31, 1999, AXA Financial has legally assumed primary liability from AXA Equitable for all current and future liabilities of AXA Equitable under certain employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits; AXA Equitable remains secondarily liable. AXA Equitable reimburses AXA Financial, Inc. for costs associated with these plans, as described in Note 11.

13)

SHARE-BASED AND OTHER COMPENSATION PROGRAMS

AXA and AXA Financial sponsor various share-based compensation plans for eligible employees and financial professionals of AXA Financial and its subsidiaries, including the Company. AllianceBernstein also sponsors its own unit option plans for certain of its employees. Activity in these share-based plans in the discussions that follow relates to awards granted to eligible employees

Compensations costs for 2013, 2012 and financial professionals of AXA Financial and its subsidiaries under each of these plans in the aggregate, except where otherwise noted.

For 2011 2010 and 2009, respectively, the Company recognized compensation costs of $416 million, $199 million and $78 million for share-based payment arrangements as further described herein.herein are as follows:

 

             2013                       2012                       2011           
   (In Millions) 

Performance Unit/Shares

   $43      $24      $2   

Stock Options

   2      3      4   

AXA Shareplan

   13      18      9   

AXA Miles

   -      1      1   

AllianceBernstein Stock Options

   (4)      1      21   

AllianceBernstein Restricted Units

   286      148      377   
  

 

 

   

 

 

   

 

 

 

Total Compensation Expenses

   $340      $195      $414   
  

 

 

   

 

 

   

 

 

 

U.S. employees are granted AXA ordinary share options under the Stock Option Plan for AXA Financial Employees and Associates (the “Stock Option Plan”) and are granted AXA performance units under the AXA Performance Unit Plan (the “Performance Unit Plan”). In 2013, they were granted performance shares under the AXA International Performance Share Plan 2013 (the “Performance Share Plan”).

Performance Units and Performance Shares

2013 Grant.    On March 22, 2013, under the terms of the Performance Share Plan, AXA awarded approximately 2.2 million unearned performance shares to employees of AXA Equitable. The extent to which 2013-2014 cumulative performance targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group are achieved will determine the number of performance shares earned, which may vary in linear formula between 0% and 130% of the number of performance shares at stake. The performance shares earned during this performance period will vest and be settled on the third anniversary of the award date. The plan will settle in shares to all participants. In 2013, the expense associated with the March 22, 2013 grant of performance shares was approximately $11 million.

50% Settlement of 2010 Grant in 2013.    On April 4, 2013, cash distributions of approximately $7 million and share distributions of approximately $49,000 were made to active and former AXA Equitable employees in settlement of 390,460 performance units, representing the remaining 50 percent of the number of performance units earned under the terms of the AXA Performance Unit Plan 2010. Cash distributions of approximately $9 million in settlement of approximately 539,000 performance units, representing the first 50 percent of the performance units earned under the terms of the AXA Performance Unit Plan 2010 were distributed in April 2012.

2012 Grant.    On March 16, 2012, under the terms of the AXA Performance Unit Plan 2012, AXA awarded approximately 2.3 million unearned performance units to employees of AXA Equitable. The extent to which 2012-2013 cumulative performance targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group are achieved will determine the number of performance units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. The performance units earned during this performance period will vest and be settled in cash on the third anniversary of the award date. The price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 15, 2015. In 2013 and 2012, the expense associated with the March 16, 2012 grant of performance units was approximately $26 million and $11 million, respectively.

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Performance Units2011 Grant.    On March 18, 2011, under the terms of the AXA Performance Unit Plan 2011, AXA awarded approximately 1.8 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries.Equitable employees. The extent to which 2011-2012 cumulative two-year targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group are achieved will determine the number of performance units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. The performance units earned during this performance period will vest and be settled on the third anniversary of the award date. The price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 17, 2014. For 2013, 2012 and 2011, the Company recognized expenses associated with the March 18, 2011 grant of performance units wasof approximately $6 million, $11 million and $2 million.million, respectively.

Settlement of 2009 Grant in 2011.    On March 20, 2011, approximately 830,650831,000 performance units earned under the AXA Performance Unit Plan 2009 were fully vested for total value of approximately $17 million. Distributions to participants were made on April 14, 2011, resulting in cash settlements of approximately 80% of these performance units for aggregate value of approximately $14 million and equity settlements of the remainder with approximately 163,866164,000 restricted AXA ordinary shares for aggregate value of approximately $3 million. AXA ordinary shares were sourced from Treasury shares.

On March 19, 2010, under the terms of the AXA Performance Unit Plan 2010, the AXA Board awarded approximately 1.6 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries. The extent to which 2010-2011 cumulative two-year targets measuring the performance of AXA and the insurance related businesses of AXA Financial Group were achieved determines the number of performance units earned, which may vary in linear formula between 0% and 130% of the number of performance units at stake. Half of the performance units earned during this two-year cumulative performance period will vest and be settled on each of the second and third anniversaries of the award date. The price used to value the performance units at each settlement date will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 16, 2012 and March 18, 2013, respectively. Participants may elect to receive AXA ordinary shares in lieu of cash for all or a portion of the performance units that vest on the third anniversary of the grant date. For 2011 and 2010, the Company recognized expenses associated with the March 19, 2010 grant of performance units of approximately $2 million and $8 million, respectively.

On April 1, 2010, approximately 620,507 performance units earned under the AXA Performance Unit Plan 2008 were fully vested for total value of approximately $14 million. Distributions to participants were made on April 22, 2010, resulting in cash settlements of approximately 81.5% of these performance units for aggregate value of approximately $11 million and equity settlements of the remainder with approximately 114,757 AXA ordinary shares for aggregate value of approximately $3 million. The AXA ordinary shares are subject to a non-transferability restriction for two years. These AXA ordinary shares were sourced from immediate exchange on a one-for-one basis of the 220,000 AXA ADRs for which AXA Financial Group paid $7 million in settlement on April 10, 2010 of a forward purchase contract entered into on June 16, 2008.

On March 20, 2009, under the terms of the AXA Performance Unit Plan 2009, the AXA Board awarded approximately 1.3 million unearned performance units to employees and financial professionals of AXA Financial’s subsidiaries. During each year that the performance unit awards are outstanding, a pro-rata portion of the units may be earned based on criteria measuring the performance of AXA and the insurance related businesses of AXA Financial Group. The extent to which performance targets are met determines the number of performance units earned, which may vary between 0% and 130% of the number of performance units at stake. Performance units earned under the 2009 plan generally cliff-vest on the second anniversary of their award date. When fully-vested, the performance units earned will be settled in cash or, in some cases, a combination of cash (70%) and stock (30%), the stock having transfer restrictions for a two-year period. For 2009 awards, the price used to value the performance units at settlement will be the average closing price of the AXA ordinary share for the last 20 trading days of the vesting period converted to U.S. dollars using the Euro to U.S. dollar exchange rate on March 18, 2011. For 2011 and 2010, the Company recognized compensation expense (credit) of approximately $(2) million and $9 million in respect of the March 20, 2009 grant of performance units.

Treasury shares.

For 2011, 20102013, 2012 and 2009,2011, the Company recognized compensation costs of $2$43 million, $16$24 million and $5$2 million, respectively, for performance shares and units earned to date. The change in fair value of these awards is measured by the closing price of the underlying AXA ordinary shares or AXA ADRs. The cost of performance unit and share awards, as adjusted for achievement of performance targets and pre-vesting forfeitures is attributed over the shorter of the cliff-vesting period or to the date at which retirement eligibility is achieved. The value of performance units and shares earned and reported in Other liabilities in the consolidated balance sheets at December 31, 20112013 and 20102012 was $24$108 million and $38$58 million, respectively. Approximately 3,473,3235.3 million outstanding performance units and shares are at risk to achievement of 20112013 performance criteria, primarily representing the performance shares grant of March 18, 201122, 2013 for which cumulative average 2011-20122013-2014 performance targets will determine the number of performance unitsshares earned and including one-half of the performance unit award granted on March 19, 2010.16, 2012.

Stock Options

AllianceBernstein Long-term Incentive Compensation Plans.2013 GrantAllianceBernstein maintains several unfunded long-term incentive compensation plans for the benefit of certain eligible.    On March 22, 2013, approximately 457,000 options to purchase AXA ordinary shares were granted to employees and executives. The AllianceBernstein Capital Accumulation Plan was frozen on

F-55


December 31, 1987 and no additional awards have been made, however, ACMC, LLC (“ACMC”), an indirect wholly owned subsidiary of AXA Financial, is obligated to make capital contributions to AllianceBernstein in amounts equal to benefits paid under this plan as well as other assumed contractual unfunded deferred compensation arrangements covering certain executives. Prior to changes implemented by AllianceBernstein in fourth quarter 2011, as further described below, compensation expense for the remaining active plans was recognized on a straight-line basis over the applicable vesting period. Prior to 2009, participants in these plans designated the percentages of their awards to be allocated among notional investments in Holding units or certain investment products (primarily mutual funds) sponsored by AllianceBernstein. Beginning in 2009, annual awards grantedEquitable under the Amendedterms of the Stock Option Plan at an exercise price of 13.81 euros. All of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and Restated AllianceBernstein Incentive Compensation Award Program were infourth anniversaries of the formgrant date. Approximately 246,000 of restricted Holding units.

In 2009, AllianceBernsteinthe total options awarded 9.8 million restricted AllianceBernstein Holding L.P. (“AB Holding”) units (“Holding units”) in connection with compensation plans for senior officers and employees and in connection with certain employee’s employment and separation agreements.on March 22, 2013 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on March 22, 2013 have a ten-year term. The restricted Holding units hadweighted average grant date fair values ranging from $16.79value per option award was estimated at $1.79 using a Black-Scholes options pricing model with modification to $28.38measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 31.27%, a weighted average expected term of 7.7 years, an expected dividend yield of 7.52% and vesta risk-free interest rate of 1.34%. The total fair value of these options (net of expected forfeitures) of $818,597 is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. In 2013, the Company recognized expenses associated with the March 22, 2013 grant of options of approximately $357,000.

2012 Grant.    On March 16, 2012, approximately 901,000 options to purchase AXA ordinary shares were granted to AXA Equitable employees under the terms of the Stock Option Plan at an exercise price of 12.22 euros. All of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date. Approximately 370,000 of the total options awarded on March 16, 2012 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a period ranging between two and five years.specified period. All of the options granted on March 16, 2012 have a ten-year term. The aggregateweighted average grant date fair valuesvalue per option award was estimated at $2.48 using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 39.89%, a weighted average expected term of 5.6 years, an expected dividend yield of 7.54% and a risk-free interest rate of 1.8%. The total fair value of these 2009 restricted Holding unit awards was options (net of expected forfeitures) of

approximately $257 million. As a result,$2 million is charged to expense over the Company’s economic ownership of AllianceBernstein decreased to 35.9%. In 2009, as a resultshorter of the issuance of these restricted Holding units,vesting term or the Company’s Capital in excess of par value decreased by $65 million, net of applicable taxes with corresponding increases in Noncontrolling interests of $65 million.

AllianceBernstein engages in open-market purchases of Holding unitsperiod up to help fund anticipated obligations under its incentive compensation award programthe date at which the participant becomes retirement eligible. In 2013 and for other corporate purposes and purchases Holding units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards. During 2011 and 2010, AllianceBernstein purchased 13.5 million and 8.8 million Holding units for $221 million and $226 million respectively. These amounts reflect open-market purchases of 11.1 million and 7.4 million Holding units for $192 million and $195 million,2012, respectively, with the remainder primarily relating to purchases of Holding units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards, offset by Holding units purchased by employees as part of a distribution reinvestment election. AllianceBernstein intends to continue to engage in open-market purchases of Holding units to help fund anticipated obligations under its incentive compensation award program.

AllianceBernstein granted 1.7 million restricted Holding units (not including 8.7 million restricted Holding units granted in January 2012 for 2011) and 13.1 million restricted Holding unit awards to employees during 2011 and 2010, respectively. To fund these awards, AB Holding allocated previously repurchased Holding units that had been held in the consolidated rabbi trust. In 2010, Holding issued 3.2 million Holding units and AllianceBernstein used 9.9 million, previously repurchased Holding units held in the consolidated rabbi trust.

The 2011 incentive compensation awards allowed most employees to allocate their award between restricted Holding units and deferred cash. As a result, the 8.7 million restricted Holding units for the December 2011 awards were issued from the consolidated rabbi trust in January 2012. There were approximately 13.6 million and 6.2 million unallocated Holding units remaining in the consolidated rabbi trust as of December 31, 2011 and January 31, 2012, respectively. The 2011 awards were not issued until January 2012, therefore the Company’s ownership percentage was not impacted at December 31, 2011. The balance as of January 31, 2012 also reflects repurchases and other activity during January 2012. In 2011, the purchases and issuances of Holding units resulted in an increase of $54 million and a decrease of $19 million in Capital in excess of par value during 2011 and 2010, respectively, with a corresponding $54 million decrease and a $19 million increase in Noncontrolling interest.

On July 1, 2010, the AllianceBernstein 2010 Long Term Incentive Plan (“2010 Plan”), as amended, was established, under which various types of Holding unit-based awards have been available for grant to its employees and Eligible Directors, including restricted or phantom restricted Holding unit awards, Holding unit appreciation rights and performance awards, and options to buy Holding units. The 2010 Plan will expire on June 30, 2020 and no awards under the 2010 Plan will be made after that date. Under the 2010 Plan, the number of newly-issued Holding units with respect to which awards may be granted is 30.0 million. The 2010 Plan also permits AllianceBernstein to award an additional 30.0 million Holding units if they acquire the Holding units on the open market or through private purchases. As of December 31, 2011, AllianceBernstein granted 13.2 million Holding units net of forfeitures, under the 2010 Plan. As of December 31, 2011, 27.0 million newly issued Holding units and 19.8 million repurchased Holding units were available for grant.

In fourth quarter 2011, AllianceBernstein implemented changes to AllianceBernstein’s employee long-term incentive compensation award. AllianceBernstein amended all outstanding deferred incentive compensation awards of active employees (i.e., those employees employed as of December 31, 2011), so that employees who terminate their employment or are terminated without cause may continue to vest, so long as the employees do not violate the agreements and covenants set forth in the applicable award agreement, including restrictions on competition, employee and client solicitation, and a claw-back for failing to follow existing risk management policies. This amendment resulted in the immediate recognition in the fourth quarter of the cost of all unamortized deferred incentive compensation on outstanding awards from prior years that would otherwise have been expensed in future periods.

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In addition, future deferred incentive compensation awards, including awards granted in 2011, will contain the same continued vesting provisions and, accordingly, AllianceBernstein’s annual incentive compensation expense will reflect 100% of the expense associated with the deferred incentive compensation awarded in each year. This approach to expense recognition will more closely match the economic costMarch 16, 2012 grant of awarding deferred incentive compensation to the period in which the related service is performed.options was approximately $504,000 and $791,000.

As a result of this change, AllianceBernstein expensed in the fourth quarter all unamortized deferred incentive compensation awards from prior years and 100% of the expense associated with its 2011 deferred incentive compensation awards. The Company recorded a one-time, non-cash charge of $115 million, net of income taxes and noncontrolling interest.

The Company recorded compensation and benefit expenses in connection with these long-term incentive compensation plans of AllianceBernstein totaling $625 million (which includes the one-time, non-cash deferred compensation charge of $472 million), $164 million and $208 million for 2011, 2010 and 2009, respectively. The cost of the 2011 awards made in the form of restricted Holding units was measured, recognized, and disclosed as a share-based compensation program.

Option PlansGrant..    On March 18, 2011, approximately 2.4 million options to purchase AXA ordinary shares were granted under the terms of the Stock Option Plan at an exercise price of 14.73 euros. Approximately 2.3 million of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date, and approximately 154,711 have a four-year cliff vesting term.date. In addition, approximately 390,988483,000 of the total options awarded on March 18, 2011 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on March 18, 2011 have a ten-year term. The weighted average grant date fair value per option award was estimated at $2.49 using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 33.9%, a weighted average expected term of 6.4 years, an expected dividend yield of 7.0% and a risk-free interest rate of 3.13%. The total fair value of these options (net of expected forfeitures) of approximately $6 million is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. For 2013, 2012 and 2011, the Company recognized expenses associated with the March 18, 2011 grant of options of approximately $2 million.

On March 19, 2010, approximately 2.3 million options to purchase AXA ordinary shares were granted under the terms of the Stock Option Plan at an exercise price of 15.43 euros. Approximately 2.2 million of those options have a four-year graded vesting schedule, with one-third vesting on each of the second, third, and fourth anniversaries of the grant date, and approximately 0.1 million have a four-year cliff vesting term. In addition, approximately 0.4 million of the total options awarded on March 19, 2010 are further subject to conditional vesting terms that require the AXA ordinary share price to outperform the Euro Stoxx Insurance Index over a specified period. All of the options granted on March 19, 2010 have a ten-year term. The weighted average grant date fair value per option award was estimated at $3.54 using a Black-Scholes options pricing model with modification to measure the value of the conditional vesting feature. Key assumptions used in the valuation included expected volatility of 36.5%, a weighted average expected term of 6.4 years, an expected dividend yield of 6.98% and a risk-free interest rate of 2.66%. The total fair value of these options (net of expected forfeitures) of approximately $8 million is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible. For 2011 and 2010, the Company recognized expenses associated with the March 19, 2010 grant of options of approximately$573,000, $1 million and $3$2 million, respectively.

The number of AXA ADRs or AXA ordinary shares authorized to be issued pursuant to option grants and, as further described below, restricted stock grants under The AXA Financial, Inc. 1997 Stock Incentive Plan (the “Stock Incentive Plan”) is approximately 124 million less the number of shares issued pursuant to option grants under The AXA Financial, Inc. 1991 Stock Incentive Plan (the predecessor plan to the Stock Incentive Plan).

F-57


A summary of the activity in the AXA, AXA Financial and AllianceBernstein option plans during 20112013 follows:

 

     Options Outstanding 
     AXA Ordinary Shares   AXA ADRs (3)     AllianceBernstein
Holding Units
 
     Number
Outstanding
(In Millions)
   Weighted
Average
Exercise
Price
   Number
Outstanding
(In Millions)
   Weighted
Average
Exercise
Price
     Number
Outstanding
(In Millions)
  Weighted
Average
Exercise
Price
 
               

Options outstanding at January 1, 2011

     16.3         22.34     10.0    $    19.96       10.2   $    41.24  

Options granted

     2.4     14.52         $       0.1   $21.75  

Options exercised

              (0.6  $15.63       (0.1 $17.05  

Options forfeited, net

     (0.6   21.59     (1.8  $27.24       (0.8 $55.66  

Options expired

                           (0.4 $50.59  
    

 

 

     

 

 

       

 

 

  

Options Outstanding at December 31, 2011

     18.1     19.40     7.6    $18.47       9.0   $39.63  
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

  

 

 

 

Aggregate Intrinsic Value(1)

       (2)     $1.70       $ (2) 
      

 

 

     

 

 

      

 

 

 

Weighted Average

               

Remaining

               

Contractual Term

               

(in years)

     4.74       1.83         6.4   
    

 

 

     

 

 

       

 

 

  

Options Exercisable at December 31, 2011

     10.9    25.35     7.6    $18.48       3.3    36.65  
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

  

 

 

 

Aggregate Intrinsic Value(1)

       (2)     $1.7       $ (2) 
      

 

 

     

 

 

      

 

 

 

Weighted Average

               

Remaining

               

Contractual Term

               

(in years)

     4.59       1.82         5.6   
    

 

 

     

 

 

       

 

 

  
  Options Outstanding 
  AXA Ordinary Shares  AXA ADRs(3)  AllianceBernstein Holding
Units
 
  Number
  Outstanding  
(In 000’s)
      Weighted    
Average
Exercise
Price
  Number
  Outstanding  
(In 000’s)
      Weighted    
Average
Exercise
Price
  Number
  Outstanding  
(In 000’s)
      Weighted    
Average
Exercise
Price
 

Options outstanding at January 1, 2013

  18,101.7   21.00           4,990.0   $20.01    8,553.3  $39.77         

Options granted

  486.2   13.81              $    37.7   $25.47         

Options exercised

  (527.8)   12.15           (3,022.6)   $17.74    (887.6)    $17.05         

Options forfeited, net

  (490.4)   19.27           (145.5)   $22.01    (602.4)   $60.10         

Options expired

      -           7.9        (26.9)   $36.50         
 

 

 

   

 

 

   

 

 

  

Options Outstanding at December 31, 2013

  17,569.7   21.00           1,829.8   $23.60    7,074.1   $40.82         
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Aggregate Intrinsic Value(1)

  -    (2)     $8,120.6    $-  (2)   
  

 

 

   

 

 

   

 

 

 

Weighted Average Remaining Contractual Term (in years)

  4.24     1.28     4.9   
 

 

 

   

 

 

   

 

 

  

Options Exercisable at December 31, 2013

  13,599.8   23.12           1,820.1   $23.66    4,684.5    34.97         
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Aggregate Intrinsic Value(1)

  -    (2)     $7,967.9    $-  (2)   
  

 

 

   

 

 

   

 

 

 

Weighted Average Remaining Contractual Term (in years)

  3.35     1.26     4.8   
 

 

 

   

 

 

   

 

 

  

 

(1) 

Intrinsic value, presented in millions, is calculated as the excess of the closing market price on December 31, 20112013 of the respective underlying shares over the strike prices of the option awards.

(2) (2)

The aggregate intrinsic value on options outstanding, exercisable and expected to vest is negative and is therefore presented as zero in the table above.

(3) 

AXA ordinary shares generally will be delivered to participants in lieu of AXA ADRs at exercise or maturity.

Cash proceeds received from employee and financial professional exercises of stock options in 20112013 was $9$54 million. The intrinsic value related to employee and financial professional exercises of stock options during 2013, 2012 and 2011 2010 and 2009 were $3$14 million, $3$5 million and $8$3 million respectively, resulting in amounts currently deductible for tax purposes of $1$5 million, $1$2 million, and $3$1 million, respectively, for the periods then ended. In 2011, 20102013, 2012 and 2009,2011, windfall tax benefits of approximately $1$5 million, $1$2 million and $2$1 million, respectively, resulted from employee and financial professional exercises of stock option awards.

At December 31, 2011,2013, AXA Financial held 666,731approximately 351,000 AXA ADRs and AXA ordinary shares in treasury at a weighted average cost of approximately $25.25$24.73 per share, of which approximately 549,298302,000 were designated to fund future exercises of outstanding stock options and approximately 117,43349,000 were designated to fund restricted stock grants. The AXA ADRs were obtained primarily by exercise of call options that had been purchased by AXA Financial beginning in fourth quarter 2004 to mitigate the U.S. dollar price and foreign exchange risks associated with funding exercises of stock options. These call options expired on November 23, 2009. Outstanding employee options to purchase AXA ordinary shares began to become exercisable on March 29, 2007, coincident with the second anniversary of the first award made in 2005, and exercises of these awards are funded by newly issued AXA ordinary shares.

For the purpose of estimating the fair value of stock option awards, the Company applies the Black-Scholes model and attributes the result over the requisite service period using the graded-vesting method. A Monte-Carlo simulation approach was used to model the fair value of the conditional vesting feature of the awards of options to purchase AXA ordinary shares. Shown below are the relevant input assumptions used to derive the fair values of options awarded in 2013, 2012 and 2011, 2010 and 2009, respectively.

 

F-58


     AXA Ordinary Shares  AllianceBernstein Holding Units 
     2011  2010  2009  2011  2010  2009 

Dividend yield

     7.00  6.98  10.69  5.40  7.2 - 8.2%    5.2 -6.1%  

Expected volatility

     33.90  36.5  57.5  47.30  46.2 - 46.6%    40.0 -44.6%  

Risk-free interest rates

     3.13  2.66  2.74  1.90  2.2 - 2.3%    1.6 -2.1%  

Expected life in years

     6.4    6.4    5.5    6.0    6.0    6.0 - 6.5  

Weighted average fair value per option at grant date

    $    2.49   $    3.54   $    2.57   $    5.98   $    6.18   $    3.52  

   AXA Ordinary Shares   AllianceBernstein Holding Units 
         2013               2012               2011               2013               2012               2011       

Dividend yield

   7.52 %     7.54 %     7.00 %     8.0-8.3 %     6.20 %     5.40 %  

Expected volatility

   31.27 %     39.89 %     33.90 %     49.7-49.8 %     49.20 %     47.30 %  

Risk-free interest rates

   1.34 %     1.80 %     3.13 %     0.8-1.7 %     0.70 %     1.9 %  

Expected life in years

   7.7         5.6         6.4         6.0         6.0         6.0      

Weighted average fair value per option at grant date

  $1.79        $2.48        $2.49        $5.44        $3.67        $5.98      

For 2011, 20102013, 2012 and 2009,2011, the Company recognized compensation costs (credits) for employee stock options of $26$(2) million, $16$4 million and $20$25 million, respectively. As of December 31, 2011,2013, approximately $3$1 million of unrecognized compensation cost related to unvested employee and financial professional stock option awards, net of estimated pre-vesting forfeitures, is expected to be recognized by the Company over a weighted average period of 1.60.5 years.

Restricted Awards.

Under the Stock Incentive Plan, AXA Financial grants restricted stock to employees and financial professionals of its subsidiaries. Generally, all outstanding restricted stock awards have vesting terms ranging from three to five years. Under The Equity Plan for Directors (the “Equity Plan”), AXA Financial grants non-officer directors of AXA Financial and certain subsidiaries (including AXA Equitable) restricted AXA ordinary shares (prior to 2011, AXA ADRs) and unrestricted AXA ordinary shares (prior to March 15, 2010, AXA ADRs) annually. Similarly, AllianceBernstein awards restricted AllianceBernstein Holding units to independent members of its General Partner. In addition, under its Century Club Plan, awards of restricted AllianceBernstein Holding units that vest ratably over three years are made to eligible AllianceBernstein employees whose primary responsibilities are to assist in the distribution of company-sponsored mutual funds.

For 2011, 20102013, 2012 and 2009,2011, respectively, the Company recognized compensation costs of $378$286 million, $149$148 million and $45$377 million for awards outstanding under these restricted stock and unit award plans. The fair values of awards made under these plans are measured at the date of grant by reference to the closing price of the unrestricted shares, and the result generally is attributed over the shorter of the requisite service period, the performance period, if any, or to the date at which retirement eligibility is achieved and subsequent service no longer is required for continued vesting of the award. At December 31, 2011,2013, approximately 1622.3 million restricted shares and Holding units remain unvested. At December 31, 2011,2013, approximately $61$48 million of unrecognized compensation cost related to these unvested awards, net of estimated pre-vesting forfeitures, is expected to be recognized over a weighted average period of 2.74.2 years.

The following table summarizes unvested restricted stock activity for 2011.2013.

 

     Shares of
Restricted
Stock
     Weighted
Average
Grant Date
Fair Value
 

Unvested as of January 1, 2011

     391,761    �� $29.97  

Granted

     16,665      $14.01  

Vested

     117,906      $31.64  

Forfeited

     46,948         
    

 

 

     

Unvested as of December 31, 2011

     243,572      $30.22  
    

 

 

     

   Shares of
      Restricted      
Stock
   Weighted
Average
Grant Date
    Fair Value    
 

Unvested as of January 1, 2013

   177,001    $27.23  

Granted

   11,613    $13.97  

Vested

   117,235    $33.91  

Forfeited

        
  

 

 

   

Unvested as of December 31, 2013

   71,379    $14.09  
  

 

 

   

Restricted stock vested in 2011, 20102013, 2012 and 20092011 had aggregate vesting date fair values of approximately $2$1 million, $2$1 million and $2 million, respectively.

Tandem SARs/NSOs. In January 2001, certain employees exchanged fully vested in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA ADR non-statutory options (“tandem SARs/NSOs”) of then-equivalent intrinsic value. The value of these tandem SARs/NSOs at December 31, 2009 was $1 million. In 2010, all remaining outstanding and unexercised tandem SARs/NSOs expired out-of-the-money. During 2010 and 2009, respectively, approximately 103,569 and 11,368 of these awards were exercised at an aggregate cash-settlement value of $357,961 and $77,723. The Company recorded compensation expense (credit) for these fully-vested awards of $(142,559) and $(474,610) for 2010 and 2009, respectively, reflecting the impact in those periods of the change in the market price of the AXA ADR on the cash-settlement value of the SARs component of the then-outstanding and unexercised awards.

SARs. For 2011, 2010 and 2009, respectively, 113,210, 24,101 and 129,722 Stock Appreciation Rights (“SARs”) were granted to certain financial professionals of AXA Financial subsidiaries, each with a 4-year cliff-vesting schedule. These 2011, 2010 and 2009 awards entitle the holder to a cash payment equal to any appreciation in the value of the AXA ordinary share over prices ranging from 10.71- 14.96 Euros, 15.43 Euros and 10.00 Euros, respectively, as of the date of exercise. At December 31, 2011, 495,610 SARs were outstanding, having

F-59


weighted average remaining contractual term of 6.4 years. The accrued value of SARs at December 31, 2011 and 2010 was $136,667 and $236,114, respectively, and recorded as liabilities in the consolidated balance sheets. For 2011, 2010 and 2009, the Company recorded compensation expense (credit) for SARs of $(87,759), $(865,661) and $731,835, respectively, reflecting the impact in those periods of the changes in their fair values as determined by applying the Black Scholes-Merton formula and assumptions used to price employee stock option awards.

AXA Shareplan.

In 2011,2013, eligible employees and financial professionals of participating AXA Financial subsidiaries were offered the opportunity to purchase newly issued AXA stock, subject to plan limits, under the terms of AXA Shareplan 2011.2013. Eligible employees and financial professionals could reservehave reserved a share purchase during the reservation period from September 1, 20112, 2013 through September 16, 201117, 2013 and could cancelhave canceled their reservation or electelected to make a purchase for the first time during the retraction/subscription period from November 3, 2011October 28, 2013 through November 7, 2011.October 31, 2013. The U.S. dollar purchase price was determined by applying the U.S. dollar/Euro forward exchange rate on October 27, 201124, 2013 to the discounted formula subscription price in Euros. “Investment Option A” permitted participants to purchase AXA ordinary shares at a 20% formula discounted price of $11.83$19.85 per share. “Investment Option B” permitted participants to purchase AXA ordinary shares at a 13.60%12.95% formula discounted price of $12.77$21.59 per share on a leveraged basis with a guaranteed return of initial investment plus a portion of any appreciation in the undiscounted value of the total shares purchased. For purposes of determining the amount of any appreciation, the AXA ordinary share price will be measured over a fifty twofifty-two week period preceding the scheduled end date of AXA Shareplan 20112013 which is July 1, 2016.2018. All subscriptions became binding and irrevocable at November 7, 2011.

October 31, 2013.

The Company recognized compensation expense of $13 million in 2013, $18 million in 2012 and $9 million in 2011 $17 million in 2010 and $7 million in 2009 in connection with each respective year’s offering of AXA Shareplan, representing the aggregate discount provided to AXA Equitable participants for their purchase of AXA stock under each of those plans, as adjusted for the post-vesting, five-year holding period. ParticipantsAXA Equitable participants in AXA Shareplans 2011, 20102013, 2012 and 20092011 primarily invested under Investment Option B for the purchase of approximately 95 million, 8 million and 69 million AXA ordinary shares, respectively.

AXA Miles Program

AXA Miles Program 2012..    On March 16, 2012, under the terms of the AXA Miles Program 2012, AXA granted 50 AXA ordinary shares (“AXA Miles”) to every employee and eligible financial professional of AXA Group for the purpose of enhancing long-term employee-shareholder engagement. Each AXA Mile represents a phantom share of AXA stock that will convert to an actual AXA ordinary share at the end of a four-year vesting period provided the employee or financial professional remains in the employ of the company or has retired from service. Half of each AXA Miles grant, or 25 AXA Miles, were subject to an additional vesting condition that required improvement in at least one of two AXA performance metrics in 2012 as compared to 2011 and was confirmed to have been achieved. The total fair value of these AXA Miles awards of approximately $6 million, net of expected forfeitures, is charged to expense over the shorter of the vesting term or the period up to the date at which the participant becomes retirement eligible and is updated to reflect changes in respect of the expectation for meeting the predefined performance conditions. In 2013 and 2012, respectively, the expense associated with the March 16, 2012 grant of AXA Miles was approximately $278,000 and $538,000.

AXA Miles Program 2007.    On July 1, 2007, under the terms of the AXA Miles Program 2007, the AXA Board granted 50 AXA ordinary shares (“AXA Miles”)Miles to every employee and eligible financial professionals of AXA Group for the purpose of enhancing long-term employee-shareholder engagement. Each AXA Mile representsrepresented the right to receive one unrestricted AXA ordinary share on July 1, 2011, conditional only upon continued employment with AXA at the close of the four-year cliff-vesting period with exceptions for retirement, death, and disability. The grant date fair value of approximately 449,400449,000 AXA Miles awarded to employees and financial professionals of AXA Financial’s subsidiaries was approximately $19 million, measured as the market equivalent of a vested AXA ordinary share. Beginning on July 1, 2007, the total fair value of this award, net of expected forfeitures, has been expensed over the shorter of the vesting term or to the date at which the participant becomes retirement eligible. For 2011, 2010 and 2009, respectively, the Company recognized compensation expense of approximately $1 million $2 million and $2 million in respect of this grant of AXA Miles. On March 16, 2012, 50 free AXA ordinary shares will be granted to all AXA Group employees worldwide. These 50 shares will vest upon completion

AllianceBernstein Long-term Incentive Compensation Plans

AllianceBernstein maintains several unfunded long-term incentive compensation plans for the benefit of a two or four year vesting period depending on applicable local regulations, and subject to fulfillment of certain conditions. Half of these 50 AXA Miles will be granted to each employee without being subject to any performance condition; the second half of the AXA Miles will be subject to fulfillment of a performance condition determined by AXA’s Board of Directors.

Stock Purchase Plans. On September 30, 2010, AXA Financial announced the rollout of a new stock purchase plan that offers eligible employees and financial professionals the opportunity to receive a 10% matchexecutives. The AllianceBernstein Capital Accumulation Plan was frozen on AXA ordinary share purchases. The first purchase date was November 11, 2010, after which purchases generally will be scheduled to occur at the end of each calendar quarter. The numberDecember 31, 1987 and no additional awards have been made, however, ACMC, LLC (“ACMC”), an indirect wholly owned subsidiary of AXA ordinary shares reservedFinancial, is obligated to make capital contributions to AllianceBernstein in amounts equal to benefits paid under this plan as well as other assumed contractual unfunded deferred compensation arrangements covering certain executives. Prior to changes implemented by AllianceBernstein in fourth quarter 2011, as further described below, compensation expense for purchasethe remaining active plans was recognized on a straight-line basis over the applicable vesting period. Prior to 2009, participants in these plans designated the percentages of their awards to be allocated among notional investments in Holding units or certain investment products (primarily mutual funds) sponsored by AllianceBernstein. Beginning in 2009, annual awards granted under the plan is 30,000,000.Amended and Restated AllianceBernstein Incentive Compensation expense was not material for 2011 and 2010.

AXA Financial’s Deregistration.In 2010, AXA voluntarily delisted the AXA ADRs from the New York Stock Exchange and filed to deregister and terminate its reporting obligation with the SEC. AXA’s deregistration became effective in second quarter 2010. Following these actions, AXA ADRs continue to tradeAward Program were in the over-the-counter markets in the U.S. and be exchangeable into AXA ordinary shares on a one-to-one basis while AXA ordinary shares continueform of restricted Holding units.

In fourth quarter 2011, AllianceBernstein implemented changes to trade on the Euronext Paris, the primary and most liquid market for AXA shares. Consequently, current holdersAllianceBernstein’s employee long-term incentive compensation award. AllianceBernstein amended all outstanding year-end deferred incentive compensation awards of AXA ADRsactive employees (i.e., those employees employed as of December 31, 2011), so that employees who terminate their employment or are terminated without cause may continue to hold or trade those shares, subjectvest, so long as the employees do not violate the agreements and covenants set forth in the applicable award agreement, including restrictions on competition, employee and client solicitation, and a claw-back for failing to follow existing transfer restrictions, if any. The terms and conditionsrisk management policies. This amendment resulted in the immediate recognition in the fourth quarter of AXA Financial’s share-basedthe cost of all unamortized deferred incentive compensation programs generally were not impacted by the delisting and deregistration except that AXA ordinary shares generally will be delivered to participants in lieu of AXA ADRs at exercise or maturity ofon outstanding awards and new offerings are based on AXA ordinary shares. In addition, due to U.S. securities law restrictions, certain blackouts on option exercise occur each year when updated financial information for AXA is not available. Contributions to the AXA Financial Qualified and Non-Qualified Stock Purchase Plans were suspended and contributions to the AXA Equitable 401(k) Plan — AXA ADR Fund investment option were terminated coincident with AXA’s delisting and deregistration. None of the modifications made to AXA Financial’s share-based compensation programs asfrom prior years that would otherwise have been expensed in future periods.

As a result of AXA’s delistingthis change, AllianceBernstein expensed in the fourth quarter all unamortized deferred incentive compensation awards from prior years and deregistration resulted100% of the expense associated with its 2011 deferred incentive compensation awards. The Company recorded a one-time, non-cash charge of $115 million, net of income taxes and noncontrolling interest in 2011.

In addition, awards granted in 2012 contain the same vesting provisions and, accordingly, AllianceBernstein’s annual incentive compensation expense reflect 100% of the expense associated with the deferred incentive compensation awarded in each year. This approach to expense recognition closely matches the economic cost of additionalawarding deferred incentive compensation expense.to the period in which the related service is performed.

AllianceBernstein engages in open-market purchases of AllianceBernstein Holding L.P. (“AB Holding”) units (“Holding units”) to help fund anticipated obligations under its incentive compensation award program, for purchases of Holding units from employees and other corporate purposes. During 2013 and 2012, AllianceBernstein purchased 5.2 million and 15.7 million Holding units for $111 million and $239 million respectively. These amounts reflect open-market purchases of 1.9 million and 12.3 million Holding units for $39 million and $182 million, respectively, with the remainder relating to purchases of Holding units from employees to allow them to fulfill statutory tax requirements at the time of distribution of long-term incentive compensation awards, offset by Holding units purchased by employees as part of a distribution reinvestment election.

AllianceBernstein granted to employees and Eligible Directors 13.9 million (including 6.5 million restricted Holding units granted in December 2013 for 2013 year-end rewards and 6.5 million granted in January 2013 for 2012 year-end awards). During 2012, AllianceBernstein granted to employees and Eligible Directors 12.1 million restricted Holding awards (including 8.7 million granted in January 2012 for 2011 year-end awards). Prior to third quarter 2013,

AllianceBernstein funded these awards by allocating previously repurchased Holding units that had been held in its consolidated rabbi trust. In December 2013, AB Holding newly issued 3.9 million Holding units to fund the restricted Holding units awards granted in December 2013.

F-60


14)NET INVESTMENT INCOME (LOSS) AND INVESTMENT GAINS (LOSSES), NET

Effective July 1, 2013, management of AllianceBernstein and AllianceBernstein Holding L.P. (“AB Holding”) retired all unallocated Holding units in AllianceBernstein’s consolidated rabbi trust. To retire such units, AllianceBernstein delivered the unallocated Holding units held in its consolidated rabbi trust to AB Holding in exchange for the same amount of AllianceBernstein units. Each entity then retired its respective units. As a result, on July 1, 2013, each of AllianceBernstein’s and AB Holding’s units outstanding decreased by approximately 13.1 million units. AllianceBernstein and AB Holding intend to retire additional units as AllianceBernstein purchases Holding units on the open market or from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards, if such units are not required to fund new employee awards in the near future. If a sufficient number of Holding units is not available in the rabbi trust to fund new awards, AB Holding will issue new Holding units in exchange for newly-issued AllianceBernstein units, as was done in December 2013.

The following table breaks out Net investment income (loss) by asset category:

     2011   2010   2009 
     (In Millions) 

Fixed maturities

    $    1,555    $    1,616    $    1,582  

Mortgage loans on real estate

     241     231     231  

Equity real estate

     19     20     6  

Other equity investments

     116     111     (68

Policy loans

     229     234     238  

Short-term investments

     5     11     21  

Derivative investments

     2,374     (284   (3,079

Broker-dealer related receivables

     13     12     15  

Trading securities

     (29   49     137  

Other investment income

     37     36     14  
    

 

 

   

 

 

   

 

 

 

Gross investment income (loss)

     4,560     2,036     (903

Investment expenses

     (55   (56   (73

Interest expense

     (3   (4   (4
    

 

 

   

 

 

   

 

 

 

Net Investment Income (Loss)

    $4,502    $1,976    $(980
    

 

 

   

 

 

   

 

 

 

For 2011, 20102012 long-term incentive compensation awards allowed most employees to allocate their award between restricted Holding units and 2009, respectively, Net investment income (loss) from derivatives included $1,303deferred cash. As a result, 6.5 million $(968) millionrestricted Holding unit awards for the December 2012 awards were awarded and $(1,769) million of realized gains (losses) on contracts closed during those periods and $1,071 million, $684 million and $(1,310) million of unrealized gains (losses) on derivative positions at each respective year end.

Investment gains (losses), net including changesallocated as such within the consolidated rabbi trust in the valuation allowances are as follows:

     2011   2010   2009 
     (In Millions) 

Fixed maturities

    $(29  $(200  $(2

Mortgage loans on real estate

     (14   (18     

Other equity investments

     (4        34     53  

Other

          —          3  
    

 

 

   

 

 

   

 

 

 

Investment Gains (Losses), Net

    $(47  $(184  $    54  
    

 

 

   

 

 

   

 

 

 

January. There were no writedowns of mortgage loans on real estate and of equity real estate in 2011, 2010 and 2009.

For 2011, 2010 and 2009, respectively, proceeds received on sales of fixed maturities classified as AFS amounted to $340approximately 17.9 million $840 million and $2,901 million. Gross gains of $6 million, $28 million and $320 million and gross losses of $9 million, $16 million and $128 million were realized on these sales in 2011, 2010 and 2009, respectively. The change in unrealized investment gains (losses) related to fixed maturities classified as AFS for 2011, 2010 and 2009 amounted to $907 million, $903 million and $2,353 million, respectively.

For 2011, 2010 and 2009, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $10 million, $31 million and $40 million.

Changes in unrealized gains (losses) reflect changes in fair value of only those fixed maturities and equity securities classified as AFS and do not reflect any changes in fair value of policyholders’ account balances and future policy benefits.

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The net unrealized investment gains (losses) includedunallocated Holding units remaining in the consolidated balance sheetsrabbi trust as of December 31, 2012. The purchases and issuances of Holding units resulted in an increase of $60 million in Capital in excess of par value during 2012 with a corresponding decrease of $60 million in Noncontrolling interest.

The Company recorded compensation and benefit expenses in connection with these long-term incentive compensation plans of AllianceBernstein totaling $156 million, $147 million and $625 million (which includes the one-time, non-cash deferred compensation charge of $472 million) for 2013, 2012 and 2011, respectively. The cost of the 2013 awards made in the form of restricted Holding units was measured, recognized, and disclosed as a componentshare-based compensation program.

On July 1, 2010, the AllianceBernstein 2010 Long Term Incentive Plan (“2010 Plan”), as amended, was established, under which various types of AOCIHolding unit-based awards have been available for grant to its employees and Eligible Directors, including restricted or phantom restricted Holding unit awards, Holding unit appreciation rights and performance awards, and options to buy Holding units. The 2010 Plan will expire on June 30, 2020 and no awards under the changes2010 Plan will be made after that date. Under the 2010 Plan, the aggregate number of Holding units with respect to which awards may be granted is 60 million, including no more than 30 million newly issued Holding units. As of December 31, 2013, 248,281 options to buy Holding units had been granted and 38 million Holding units net of forfeitures, were subject to other Holding unit awards made under the 2010 Plan. Holding unit-based awards (including options) in respect of 22 million Holding units were available for the corresponding years, follow:grant as of December 31, 2013.

     2011   2010   2009 
     (In Millions) 

Balance attributable to AXA Equitable, beginning of year

    $    379    $(68  $(1,271

Changes in unrealized investment gains (losses) on investments

     907          835          2,494  

Impact of unrealized investment gains (losses) attributable to:

        

Participating group annuity contracts, Closed Blocks policyholder dividend obligation and other

     (131   (68   58  

Insurance liability loss recognition

     (120          

DAC

     (79   (110   (578

Deferred income tax (expense) benefit

     (199   (217   (705
    

 

 

   

 

 

   

 

 

 

Total

     757     372     (2

Less: Changes in unrealized investment (gains) losses attributable to noncontrolling interest

     21     7     (66
    

 

 

   

 

 

   

 

 

 

Balance Attributable to AXA Equitable, End of Year

    $778    $379    $(68
    

 

 

   

 

 

   

 

 

 

Balance, end of year comprises:

        

Unrealized investment gains (losses) on:

        

Fixed maturities

    $1,782    $875    $33  

Other equity investments

     2     2     9  
    

 

 

   

 

 

   

 

 

 

Total

     1,784     877     42  

Impact of unrealized investment gains (losses) attributable to:

        

Participating group annuity contracts, Closed Blocks policyholder dividend obligation and other

     (270   (139   (71

Insurance liability loss recognition

     (120          

DAC

     (211   (132   (22

Deferred income tax (expense) benefit

     (418   (219   (2
    

 

 

   

 

 

   

 

 

 

Total

     765     387     (53

Less: (Income) loss attributable to noncontrolling interest

     13     (8   (15
    

 

 

   

 

 

   

 

 

 

Balance Attributable to AXA Equitable, End of Year

    $778    $379    $(68
    

 

 

   

 

 

   

 

 

 

15)14)

INCOME TAXES

A summary of the income tax (expense) benefit in the consolidated statements of earnings (loss) follows:

 

     2011   2010   2009 
     (In Millions) 

Income tax (expense) benefit:

        

Current (expense) benefit

    $    40    $(34  $81  

Deferred (expense) benefit

     (1,062       (673       1,191  
    

 

 

   

 

 

   

 

 

 

Total

    $(1,022  $(707  $1,272  
    

 

 

   

 

 

   

 

 

 

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           2013                   2012                  2011         
   (In Millions) 

Income tax (expense) benefit:

     

Current (expense) benefit

   $197    $(233 $40  

Deferred (expense) benefit

   1,876     391    (1,338
  

 

 

   

 

 

  

 

 

 

Total

   $2,073    $158   $(1,298)  
  

 

 

   

 

 

  

 

 

 

The Federal income taxes attributable to consolidated operations are different from the amounts determined by multiplying the earnings before income taxes and noncontrolling interest by the expected Federal income tax rate of 35%. The sources of the difference and their tax effects are as follows:

 

     2011   2010   2009 
     (In Millions) 

Expected income tax (expense) benefit

    $    (1,167  $(1,055  $     1,078  

Noncontrolling interest

     (36            66     105  

Separate Accounts investment activity

     83     53     72  

Non-taxable investment income (loss)

     8     15     27  

Adjustment of tax audit reserves

     (7   (13   7  

State income taxes

     7     (5   (12

AllianceBernstein Federal and foreign taxes

     (13   (3   (6

Tax settlement

     84     99       

ACMC conversion

          135       

Other

     19     1     1  
    

 

 

   

 

 

   

 

 

 

Income tax (expense) benefit

    $(1,022  $(707  $1,272  
    

 

 

   

 

 

   

 

 

 

                                                   
           2013                   2012                   2011         
   (In Millions) 

Expected income tax (expense) benefit

   $    1,858    $(20)    $(1,443)  

Noncontrolling interest

   101     37     (36)  

Separate Accounts investment activity

   122     94     83  

Non-taxable investment income (loss)

   20     24      

Adjustment of tax audit reserves

   (14)     (2)     (7)  

State income taxes

   (6)          

AllianceBernstein Federal and foreign taxes

       10     (13)  

Tax settlement

           84  

Other

   (10)         19  
  

 

 

   

 

 

   

 

 

 

Income tax (expense) benefit

   $2,073    $158    $(1,298)  
  

 

 

   

 

 

   

 

 

 

The Internal Revenue Service (“IRS”) completed its examination of the Company’s 2004 and 2005 Federal corporate income tax returns and issued its Revenue Agent’s Report during the third quarter of 2011. The impact of these completed audits on the Company’s financial statements and unrecognized tax benefits in 2011 was a tax benefit of $84 million. The Company has appealed certain issues to the Appeals Office of the IRS.

AXA Equitable recognized a tax benefit in 2010 of $99 million related to the settlement with the Appeals Office of the IRS of issues for the 1997-2003 tax years.

Due to the conversion in 2010 of ACMC, from a corporation to a limited liability company, AXA Equitable recognized a tax benefit of $135 million primarily related to the release of state deferred taxes.

On August 16, 2007, the IRS issued Revenue Ruling 2007-54 that purported to change accepted industry and IRS interpretations of the statutes governing the computation of the Separate Account dividends received deduction (“DRD”). This ruling was suspended on September 25, 2007 in Revenue Ruling 2007-61, and theThe U.S. Department of the Treasury (the “Treasury”) indicated that it would address the computational issues in a regulation project. However, the Treasury 2011-20122013-2014 Priority Guidance Plan includes an item for guidance in the form of a revenue ruling rather than regulations with respect to the calculation of the Separate Account DRD.dividends received deduction (“DRD”). The ultimate timing and substance of any such guidance is unknown. It is also possible that the calculation of the Separate Account DRD will be addressed in future legislation. Any such guidance or legislation could result in the elimination or reduction on either a retroactive or prospective basis of the Separate Account DRD tax benefit that the Company receives.

The components of the net deferred income taxes are as follows:

 

   December 31, 2011   December 31, 2010 
   Assets   Liabilities   Assets   Liabilities 
   (In Millions) 

Compensation and related benefits

  $248    $    $229    $  

Reserves and reinsurance

        3,060          977  

DAC

        1,279          2,610  

Unrealized investment gains or losses

        418          259  

Investments

        1,101          800  

Alternative minimum tax credits

   242          241       

Other

   79          108       
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $    569    $    5,858    $    578    $    4,646  
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2013   December 31, 2012 
         Assets               Liabilities               Assets               Liabilities       
   (In Millions) 

Compensation and related benefits

   $104    $   $207    $ 

Reserves and reinsurance

       688         2,419  

DAC

       1,016         960  

Unrealized investment gains or losses

       85         739  

Investments

       1,410         1,137  

Alternative minimum tax credits

           157      

Net operating losses

   492              

Other

               57  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $603    $3,199    $364    $5,312  
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company providesdoes not provide income taxes on the undistributed earnings of non-U.S. corporate subsidiaries except to the extent that such earnings are not permanently invested outside the United States. As of December 31, 2011, $2142013, $238 million of accumulated undistributed earnings of non-U.S. corporate subsidiaries were permanently invested. At existing applicable income tax rates, additional taxes of approximately $80$92 million would need to be provided if such earnings were remitted.

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At December 31, 2011,2013, of the total amount of unrecognized tax benefits, was $550 million, of which $478$568 million would affect the effective rate and $72 million was temporary in nature.rate. At December 31, 2010,2012, of the total amount of unrecognized tax benefits, was $525 million, of which $510$522 million would affect the effective rate and $15 million was temporary in nature.

rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in tax expense. Interest and penalties included in the amounts of unrecognized tax benefits at December 31, 20112013 and 20102012 were $97$120 million and $91$105 million, respectively. For 2011, 20102013, 2012 and 2009,2011, respectively, there were $14$15 million, $10$4 million and $4$14 million in interest expense related to unrecognized tax benefits.

A reconciliation of unrecognized tax benefits (excluding interest and penalties) follows:

 

     2011   2010   2009 
     (In Millions) 

Balance at January 1,

    $434    $577    $477  

Additions for tax positions of prior years

     337     168     155  

Reductions for tax positions of prior years

     (235   (266   (50

Additions for tax positions of current year

     1     1     1  

Settlements with tax authorities

     (84   (46   (6
    

 

 

   

 

 

   

 

 

 

Balance at December 31,

    $    453    $    434    $    577  
    

 

 

   

 

 

   

 

 

 

                                                            
       2013           2012           2011     
   (In Millions) 

Balance at January 1,

   $573    $453    $434  

Additions for tax positions of prior years

   57     740     337  

Reductions for tax positions of prior years

   (38)     (620)     (235)  

Additions for tax positions of current year

            

Settlements with tax authorities

           (84)  
  

 

 

   

 

 

   

 

 

 

Balance at December 31,

   $592    $573    $453  
  

 

 

   

 

 

   

 

 

 

In addition to2012, the Internal Revenue Service commenced the examination of the 2006 and 2007 tax years. An appeal of the 2004 and 2005 tax years tois pending at the Appeals Office of the IRS, it is expected that the examination of tax years 2006 and 2007 will begin during 2012.IRS. It is reasonably possible that the total amounts of unrecognized tax benefit will change within the next 12 months due to the conclusion of the IRS Appeals proceedings and the addition of new issues for open tax years. The possible change in the amount of unrecognized tax benefits cannot be estimated at this time.

16)15)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AOCI represents cumulative gains (losses) on items that are not reflected in earnings (loss). The balances for the past three years follow:

 

     December 31, 
     2011   2010   2009 
     (In Millions) 

Unrealized gains (losses) on investments

    $765    $387    $9  

Defined benefit pension plans

     (1,082   (1,008   (968

Impact of implementing new accounting guidance, net of taxes

               (62
    

 

 

   

 

 

   

 

 

 

Total accumulated other comprehensive income (loss)

     (317   (621   (1,021
    

 

 

   

 

 

   

 

 

 

Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest

     13     (8   (15
    

 

 

   

 

 

   

 

 

 

Accumulated Other Comprehensive Income (Loss) Attributable to AXA Equitable

    $    (304  $    (629  $    (1,036
    

 

 

   

 

 

   

 

 

 

   December 31, 
         2013               2012               2011       
   (In Millions) 

Unrealized gains (losses) on investments

   $141    $1,352    $772  

Defined benefit pension plans

   (757)         (1,056)         (1,082)  
  

 

 

   

 

 

   

 

 

 

Total accumulated other comprehensive income (loss)

       (616)     296     (310)  
  

 

 

   

 

 

   

 

 

 

Less: Accumulated other comprehensive (income) loss attributable to noncontrolling interest

   13     21     13  
  

 

 

   

 

 

   

 

 

 

Accumulated Other Comprehensive Income (Loss) Attributable to AXA Equitable

   $(603)    $317    $(297)  
  

 

 

   

 

 

   

 

 

 

The components of OCI for the past three years, net of tax, follow:

 

     2011   2010   2009 
     (In Millions) 

Net unrealized gains (losses) on investments:

        

Net unrealized gains (losses) arising during the year

    $879    $646    $2,558  

(Gains) losses reclassified into net earnings (loss) during the year

     28     189     (2
    

 

 

   

 

 

   

 

 

 

Net unrealized gains (losses) on investments

     907     835     2,556  

Adjustments for policyholders liabilities, DAC, deferred income taxes and insurance liability loss recognition

     (529   (395   (1,225
    

 

 

   

 

 

   

 

 

 

Change in unrealized gains (losses), net of adjustments

     378     440     1,331  

Change in defined benefit pension plans

     (74   (40   (3
    

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of income taxes

     304     400     1,328  

Less: Other comprehensive (income) loss attributable to noncontrolling interest

     21     7     (66
    

 

 

   

 

 

   

 

 

 

Other Comprehensive Income (Loss) Attributable to AXA Equitable

    $    325    $    407    $    1,262  
    

 

 

   

 

 

   

 

 

 

         2013              2012               2011       
   (In Millions) 

Change in net unrealized gains (losses) on investments:

     

Net unrealized gains (losses) arising during the year

   $(1,550 $658    $571  

(Gains) losses reclassified into net earnings (loss) during the year(1)

   49    59     18  
  

 

 

  

 

 

   

 

 

 

Net unrealized gains (losses) on investments

   (1,501)    717     589  

Adjustments for policyholders liabilities, DAC, insurance liability loss recognition and other

   290    (137)     (223)  
  

 

 

  

 

 

   

 

 

 

Change in unrealized gains (losses), net of adjustments and (net of deferred income tax expense (benefit) of $654 million, $(318) million and $(193) million)

       (1,211)    580     366  
  

 

 

  

 

 

   

 

 

 

Change in defined benefit plans:

     

Net gain (loss) arising during the year

   198    (82)     (169)  

Prior service cost arising during the year

           

Less: reclassification adjustments to net earnings (loss) for:(2)

     

Amortization of net (gains) losses included in net periodic cost

   101    106     94  

Amortization of net prior service credit included in net periodic cost

           
  

 

 

  

 

 

   

 

 

 

Change in defined benefit plans (net of deferred income tax expense (benefit) of $161 million, $14 million and $(40) million)

   299    26     (74)  
  

 

 

  

 

 

   

 

 

 

Total other comprehensive income (loss), net of income taxes

   (912)    606     292  

Less: Other comprehensive (income) loss attributable to noncontrolling interest

   (8)        21  
  

 

 

  

 

 

   

 

 

 

Other Comprehensive Income (Loss) Attributable to AXA Equitable

   $(920)   $614    $313  
  

 

 

  

 

 

   

 

 

 

 

(1)

See “Reclassification adjustments” in Note 3. Reclassification amounts presented net of income tax expense (benefit) of $(26) million, $(32) million and $(10) million for 2013, 2012 and 2011, respectively.

(2)
F-64

These AOCI components are included in the computation of net periodic costs (see Note 12). Reclassification amounts presented net of income tax expense (benefit) of $(54) million, $(58) million and $(51) million for 2013, 2012 and 2011, respectively.


Investment gains and losses reclassified from AOCI to net earnings (loss) primarily consist of realized gains (losses) on sales and OTTI of AFS securities and are included in Total investment gains (losses), net on the consolidated statements of earnings (loss). Amounts reclassified from AOCI to net earnings (loss) as related to defined benefit plans primarily consist of amortizations of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in Compensation and benefit expenses in the consolidated statements of earnings (loss). Amounts presented in the table above are net of tax.

17)16)

COMMITMENTS AND CONTINGENT LIABILITIES

Debt Maturities

At December 31, 2011,2013, aggregate maturities of the long-term debt, including any current portion of long-term debt, based on required principal payments at maturity, were $0 million for 2012, 2013 and 2014, $200 million for 2015, and $0 million for 2016 and thereafter.

Leases

The Company has entered into operating leases for office space and certain other assets, principally information technology equipment and office furniture and equipment. Future minimum payments under non-cancelable operating leases for 20122014 and the four successive years are $217 million, $226$216 million, $221$209 million, $218$208 million, $215$192 million and $1,738$1,232 million thereafter. Minimum future sublease rental income on these non-cancelable operating leases for 20122014 and the four successive years is $13$41 million, $14$48 million, $14$47 million, $13$48 million, $14$48 million and $43$316 million thereafter.

Restructuring

As part of the Company’s on-going efforts to reduce costs and operate more efficiently, from time to time, management has approved and initiated plans to reduce headcount and relocate certain operations. In 2013, 2012 and 2011, respectively, AXA Equitable recorded a$85 million, $30 million and $55 million pre-tax chargecharges related to severance and lease costs. The amounts recorded in 2013 included a pre-tax charge of $52 million related to the reduction in office space in the Company’s 1290 Avenue of the Americas, New York, NY headquarters. The restructuring costs and liabilities associated with the Company’s initiatives were as follows:

 

                                                      
  December 31, 
        2013               2012               2011       
    December 31, 
    2011   2010   2009   (In Millions) 
    (In Millions) 

Balance, beginning of year

    $11    $20    $60      $52    $44    $11  

Additions

     79     13     55     140     54     79  

Cash payments

     (43   (17   (88   (66)     (46)     (43)  

Other reductions

     (3   (5   (7   (4)         (3)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Balance, End of Year

    $    44    $    11    $    20      $122    $52    $44  
    

 

   

 

   

 

   

 

   

 

   

 

 

During 2010, AllianceBernstein performed a comprehensive review of its real estate requirements in connection with its workforce reductions commencing in 2008. As a result of AllianceBernstein’s ongoing efforts to operate more efficiently during 2013 and 2012, respectively, AllianceBernstein recorded a non-cash$4 million and $21 million pre-tax charge related to severance costs. During 2013 and 2012, AllianceBernstein recorded $28 million and $223 million, respectively, of $102 million in 2010 thatpre-tax real estate charges related to a global office space consolidation plan. The charges reflected the net present value of the difference between the amount of AllianceBernstein’s ongoingon-going contractual operating lease obligations for this space and their estimate of current market rental rates, as well as the write-off of leasehold improvements, furniture and equipment related to this space. AllianceBernsteinspace offset by changes in estimates relating to previously recorded pre-tax real estate charges totaling $7charges. Included in the 2013 real estate charge was a charge of $17 million related to additional sublease losses resulting from the extension of sublease marketing periods. AllianceBernstein will compare current sublease market conditions to those assumed in 2011.their initial write-offs and record any adjustments if necessary.

Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates, investors and others. At December 31, 2011,2013, these arrangements include commitments by the Company to provide equity financing of $423$504 million to certain limited partnerships under certain conditions. Management believes the Company will not incur material losses as a result of these commitments.

AXA Equitable is the obligor under certain structured settlement agreements it had entered into with unaffiliated insurance companies and beneficiaries. To satisfy its obligations under these agreements, AXA Equitable owns single premium annuities issued by previously wholly owned life insurance subsidiaries. AXA Equitable has directed payment under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent liability exists with respect to these agreements should the previously wholly owned subsidiaries be unable to meet their obligations. Management believes the need for AXA Equitable to satisfy those obligations is remote.

The Company had $18 million of undrawn letters of credit related to reinsurance at December 31, 2011.2013. The Company had $137$595 million of commitments under existing mortgage loan agreements at December 31, 2011.2013.

The Company has implemented capital management actions to mitigate statutory reserve strain for certain level term and UL policies with secondary guarantees and GMDB and GMIB riders on the Accumulator® products sold on or after January 1, 2006 and in-force at September 30, 2008 through reinsurance transactions with AXA Bermuda,Arizona, a wholly-owned subsidiary of AXA Financial.

F-65


AXA Equitable receives statutory reserve credits for reinsurance treaties with AXA BermudaArizona to the extent that AXA BermudaArizona holds assets in an irrevocable trust (the “Trust”) ($8,8096,805 million at December 31, 2011)2013) and/or letters of credit ($1,9153,251 million at December 31, 2011)2013). These letters of credit are guaranteed by AXA. Under the reinsurance transactions, AXA BermudaArizona is permitted to transfer assets from the Trust under certain circumstances. The level of statutory reserves held by AXA BermudaArizona fluctuate based on market movements, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust and/or securing additional letters of credit, which could adversely impact AXA Bermuda’sArizona’s liquidity.

During 2009, AllianceBernstein entered into a subscription agreement under which it committed to invest up to $40$35 million, as amended in 2011, in a venture capital fund over a six-year period. In December 2011, AllianceBernstein sold 12.5% of its funded interest and commitment to an unaffiliated third party for $2 million. As of December 31, 2011,2013, AllianceBernstein had funded $14 million, net of the sales proceeds, of its revised commitment of $35 million.

Also during 2009, AllianceBernstein was selected by the U.S. Treasury Department as one of nine pre-qualified investment managers under the Public-Private Investment Program. As part of the program, each investment manager is required to invest a minimum of $20 million in the Public-Private Investment Fund they manage. As of December 31, 2011, AllianceBernstein funded $18$25 million of this commitment.

During 2010, as general partner of the AllianceBernstein U.S. Real Estate L.P. (the “Real Estate Fund”), AllianceBernstein committed to invest up to 2.5% of the capital of$25 million in the Real Estate Fund up to a maximum of $50 million.Fund. As of December 31, 2011,2013, AllianceBernstein had funded $4$12 million of this commitment.

During 2012, AllianceBernstein entered into an investment agreement under which it committed to invest up to $8 million in an oil and gas fund over a three-year period. As of December 31, 2013, AllianceBernstein had funded $8 million of this commitment.

18)17)

LITIGATION

Insurance Litigation

A lawsuit was filed in the United States District Court of the District of New Jersey in July 2011, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC (“FMG LLC”) (“Sivolella Litigation”). The lawsuit was filed derivatively on behalf of eight funds. The lawsuit seeks recovery under Section 36(b) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), for alleged excessive fees paid to AXA Equitable and FMG LLC for investment management services. In November 2011, plaintiff filed an amended complaint, adding claims under Sections 47(b) and 26(f) of the Investment Company Act, as well as a claim for unjust enrichment. In addition, plaintiff purports to file the lawsuit as a class action in addition to a derivative action. In the amended complaint, plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses and reserves the right to seek punitive damages where applicable. In December 2011, AXA Equitable and FMG LLC filed a motion to dismiss the amended complaint. In May 2012, the Plaintiff voluntarily dismissed her claim under Section 26(f) seeking restitution and rescission under Section 47(b) of the 1940 Act. In September 2012, the Court denied the defendants’ motion to dismiss as it related to the Section 36(b) claim and granted the defendants’ motion as it related to the unjust enrichment claim.

In January 2013, a second lawsuit was filed in the United States District Court of the District of New Jersey entitled Sanford et al. v. FMG LLC (“Sanford Litigation”). The lawsuit was filed derivatively on behalf of eight funds, four of which are named in the Sivolella lawsuit as well as four new funds, and seeks recovery under Section 36(b) of the Investment Company Act for alleged excessive fees paid to FMG LLC for investment management services. In light of the similarities of the allegations in the Sivolella and Sanford Litigations, the parties and the Court agreed to consolidate the two lawsuits.

In April 2013, the plaintiffs in the Sivolella and Sanford Litigations amended the complaints to add additional claims under Section 36(b) of the Investment Company Act for recovery of alleged excessive fees paid to FMG LLC in its capacity as administrator of EQ Advisors Trust. The Plaintiffs seek recovery of the alleged overpayments, or alternatively, rescission of the contractscontract and restitution of substantially allthe excessive fees paid.paid, interest, costs and fees.

Insurance Regulatory Matters

AXA Equitable is subject to various statutory and regulatory requirements concerning the payment of death benefits and the reporting and escheatment of unclaimed property, and is subject to audit and examination for compliance with these requirements. AXA Equitable, along with other life insurance industry companies, has been the subject of various inquiries regarding its death claim, escheatment, and unclaimed property procedures and is cooperating with these inquiries. For example, in June 2011, the New York State Attorney General’s office issued a subpoena to AXA Equitable in connection with its investigation of industry escheatment and unclaimed property procedures. AXA Equitable is also has been contactedunder audit by a third party auditor acting on behalf of a number of U.S. state jurisdictions reviewing compliance with unclaimed property laws of those jurisdictions. In July 2011, AXA Equitable received a request from the NYSDFSNew York State Department of Financial Services (the “NYSDFS”) to use data available on the U.S. Social Security Administration’s Death Master File (“DMF”) or similar database to identify instances where death benefits under life insurance policies, annuities and retained asset accounts are payable, to locate and pay beneficiaries under such contracts, and to report the results of the use of the data. AXA Equitable has filed severala number of reports with the NYSDFS related to its request.request and has completed the process. A number of life insurance industry companies have received a multistate targeted market conduct examination notice issued on behalf of various U.S. state insurance departments reviewing use of the DMF, claims processing and payments to beneficiaries. In December 2012, AXA Equitable received an examination notice on behalf of at least six insurance departments. The audits and related inquiries have resulted in the payment of death benefits and changes to AXA Equitable’s relevant procedures. AXA Equitable expects it will also result in the reporting and escheatment of unclaimed death benefits, including potential interest on such payments.payments, and the payment of examination costs. In addition, AXA Equitable, along with other life insurance industry companies, is subject to lawsuits that may be filed by state regulatory agencies or other litigants.

AXA Equitable is responding to requests for information and documents from the Consumer Protection Division of the NYDFS relating to the AXA Tactical Manager (“ATM”) volatility management tool strategy. The inquiry relates to whether we failed to comply with certain provisions of New York Insurance law with respect to the implementation of the ATM strategy. The NYDFS has informed AXA Equitable that it intends to seek a penalty for what it considers a failure to comply with such provisions. AXA Equitable has responded to, and is actively discussing the issue with the NYDFS.

AllianceBernstein Litigation

During first quarter 2012, AllianceBernstein received a legal letter of claim (the “Letter of Claim”) sent on behalf of Philips Pension Trustees Limited and Philips Elecronics UK Limited (“Philips”), a former pension fund client, alleging that AllianceBernstein Limited (a wholly-owned subsidiary of AllianceBernstein organized in the United Kingdom) was negligent and failed to meet certain applicable standards of care with respect to AllianceBernstein’s initial investment in and management of a £500 million portfolio of U.S. mortgage-backed securities. The alleged damages range between $177 million and $234 million plus compound interest on an alleged $125 million of realized losses in the portfolio. On January 2, 2014, Philips filed a claim form in the High Court of Justice in London, England regarding their alleged claim. AllianceBernstein believes that it has strong defenses to these claims, which were set forth in AllianceBernstein’s October 12, 2012 response to the Letter of Claim, and will defend this matter vigorously.

 

 

In addition to the matters described above, a number of lawsuits, claims and assessments have been filed against life and health insurers and asset managers in the jurisdictions in which AXA Equitable and its respective subsidiaries do business. These actions and proceedings involve, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters. Some of the matters have resulted in the award of substantial judgments against other insurers and asset managers, including material amounts of punitive damages, or in substantial settlements. In some states, juries have substantial discretion in awarding punitive damages. AXA Equitable and its subsidiaries from time to time are involved in such actions and proceedings. Some of these actions and proceedings filed against AXA Equitable and its subsidiaries have been brought on behalf of various alleged classes of claimantsplaintiffs and certain of these claimantsplaintiffs seek damages of unspecified amounts. While the ultimate outcome of such matters cannot be predicted with certainty, in the opinion of management no such matter is likely to have a material adverse effect on AXA Equitable’s consolidated financial position or results of operations. However, it should be noted that the frequency of large damage awards, including large punitive damage awards that bear little or no relation to actual economic damages incurred by plaintiffs in some jurisdictions, continues to create the potential for an unpredictable judgment in any given matter.

F-66


Although the outcome of litigation and regulatory matters generally cannot be predicted with certainty, management intends to vigorously defend against the allegations made by the plaintiffs in the actions described above and believes that the ultimate resolution of the litigation and regulatory matters described therein involving AXA Equitable and/or its subsidiaries should not have a material adverse effect on the consolidated financial position of AXA Equitable. Management cannot make an estimate of loss, if any, or predict whether or not any of the litigations and regulatory matters described above will have a material adverse effect on AXA Equitable’s consolidated results of operations in any particular period.

19)18)

INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

AXA Equitable is restricted as to the amounts it may pay as dividends to AXA Financial. Under the applicable states’New York insurance law, a domestic life insurer may, without prior approval of the Superintendent of the NYSDFS, pay a dividend to its shareholders not exceeding an amount calculated based on a statutory formula. This formula would permit AXA Equitable to pay shareholder dividends not greater than $363$382 million during 2012.2014. Payment of dividends exceeding this amount requires the insurer to file notice of its intent to declare such dividends with the Superintendent of the NYSDFS who then has 30 days to disapprove the distribution. For 2013, 2012 and 2011, 2010 and 2009, respectively, the Insurance Group’sAXA Equitable’s statutory net income (loss) totaled $967$(28) million, $(510)$602 million and $1,783$967 million. Statutory surplus, capital stock and Asset Valuation Reserve (“AVR”) totaled $4,845$4,358 million and $4,232$5,178 million at December 31, 20112013 and 2010,2012, respectively. In 20112013, AXA Equitable paid $234 million in cash and 2010,transferred approximately 10.9 million in Units of AllianceBernstein (fair value of $234 million) in shareholder dividends to AXA Financial. In 2012 and 2011, respectively, AXA Equitable paid $379$362 million and $300$379 million in shareholder dividends; no dividends were paid in 2009.

dividends.

At December 31, 2011,2013, AXA Equitable, in accordance with various government and state regulations, had $86$83 million of securities on deposit with such government or state agencies.

In fourth quarter 2008,At December 31, 2013 AXA Equitable issued two $500 millionhad affiliated surplus notes of $825 million due to AXA Financial. The notes, both of which mature on December 1, 2018, have a fixed interest rate of 7.1%. The accrual and payment of interest expense and the payment of principal related to surplus notes require approval from the NYSDFS. Interest expense in 20122013 will approximate $71$55 million.

In second quarter 2013 AXA Equitable repaid a $500 million surplus note at par values plus interest accrued to AXA Financial.

At December 31, 20112013 and for the year then ended, there were no differences in net income (loss) and capital and surplus resulting from practices prescribed and permitted by NYSDFS and those prescribed by NAIC Accounting Practices and Procedures effective at December 31, 2011.

2013.

Accounting practices used to prepare statutory financial statements for regulatory filings of stock life insurance companies differ in certain instances from U.S. GAAP. The differences between statutory surplus and capital stock determined in accordance with Statutory Accounting Principles (“SAP”) and total equity under U.S. GAAP are primarily: (a) the inclusion in SAP of an AVR intended to stabilize surplus from fluctuations in the value of the investment portfolio; (b) future policy benefits and policyholders’ account balances under SAP differ from U.S. GAAP due to differences between actuarial assumptions and reserving methodologies; (c) certain policy acquisition costs are expensed under SAP but deferred under U.S. GAAP and amortized over future periods to achieve a matching of revenues and expenses; (d) under SAP, Federal income taxes are provided on the basis of amounts currently payable with limited recognition of deferred tax assets while under U.S. GAAP, deferred taxes are recorded for temporary differences between the financial statements and tax basis of assets and liabilities where the probability of realization is reasonably assured; (e) the valuation of assets under SAP and U.S. GAAP differ due to different investment valuation and depreciation methodologies, as well as the deferral of interest-related realized capital gains and losses on fixed income investments; (f) the valuation of the investment in AllianceBernstein and AllianceBernstein Holding under SAP reflects a portion of the market value appreciation rather than the equity in the underlying net assets as required under U.S. GAAP; (g) the provision for future losses of the discontinued Wind-Up Annuities business is only required under U.S. GAAP; (h) reporting the surplus notes as a component of surplus in SAP but as a liability in U.S. GAAP; (i)(h) computer software development costs are capitalized under U.S. GAAP but expensed under SAP; (j)(i) certain assets, primarily prepaid assets, are not admissible under SAP but are admissible under U.S. GAAP, and (k)(j) the fair valuing of all acquired assets and liabilities including intangible assets are required for U.S. GAAP purchase accounting.accounting and (k) cost of reinsurance which is recognized as expense under SAP and amortized over the life of the underlying reinsured policies under U.S. GAAP.

F-67


The following tables reconcile the Insurance Group’sAXA Equitable’s statutory change in surplus and capital stock and statutory surplus and capital stock determined in accordance with accounting practices prescribed by NYSDFS laws and regulations with consolidated net earnings (loss) and equity attributable to AXA Equitable on a U.S. GAAP basis.

 

  December 31, 
        2013               2012               2011       
  December 31, 
  2011 2010   2009   (In Millions) 
  (In Millions) 

Net change in statutory surplus and capital stock

  $824   $685    $(39   $(864)    $64    $824  

Change in AVR

   (211  (291   289     46     269     (211)  
  

 

  

 

   

 

   

 

   

 

   

 

 

Net change in statutory surplus, capital stock and AVR

   613    394     250     (818)     333     613  

Adjustments:

           

Future policy benefits and policyholders’ account balances

   (270  (61   (5,995   (607)     (508)     (270)  

DAC

   (3,650  747     860     75     142     (2,861)  

Deferred income taxes

   (996  (1,006   1,167     2,038     798     (1,272)  

Valuation of investments

   16    145     (659       (377)     16  

Valuation of investment subsidiary

   590    366     (579   (109)     (306)     590  

Increase (decrease) in the fair value of the reinsurance contract asset

   5,941    2,350     (2,566       (4,297)     497     5,941  

Pension adjustment

   111    56     17     (478)     (41)     111  

Premiums and benefits ceded to AXA Bermuda

   (156  (1,099   5,541  

Amortization of deferred cost of insurance ceded to AXA Arizona

   (280)     (126)     (156)  

Shareholder dividends paid

   379    300          468     362    379  

Changes in non-admitted assets

   (154  (64   29         (489)     (154)  

Repayment of surplus Note

   500          

Other, net

   (10  (55   (33   (74)     (190)     (10)  

U.S. GAAP adjustments for Wind-up Annuities

            (195
  

 

  

 

   

 

   

 

   

 

   

 

 

U.S. GAAP Net Earnings (Loss) Attributable to AXA Equitable

  $    2,414   $    2,073    $    (2,163   $(3,573)    $95    $2,927  
  

 

  

 

   

 

   

 

   

 

   

 

 
  December 31, 
      2013           2012           2011     
  (In Millions) 

Statutory surplus and capital stock

   $3,825    $4,689    $4,625  

AVR

   535     489     220  
  

 

   

 

   

 

 

Statutory surplus, capital stock and AVR

   4,360     5,178     4,845  

Adjustments:

      

Future policy benefits and policyholders’ account balances

   (3,884)     (3,642)     (2,456)  

DAC

   3,874     3,728     3,545  

Deferred income taxes

   (2,672)     (5,330)     (5,357)  

Valuation of investments

   703     3,271     2,266  

Valuation of investment subsidiary

   (515)     (137)     231  

Fair value of reinsurance contracts

   6,747     11,044     10,547  

Deferred cost of insurance ceded to AXA Arizona

   2,366     2,646     2,693  

Non-admitted assets

   469     467     510  

Issuance of surplus notes

   (1,025)     (1,525)     (1,525)  

Other, net

   115     (264)     (459)  
  

 

   

 

   

 

 

U.S. GAAP Total Equity Attributable to AXA Equitable

   $    10,538    $    15,436    $    14,840  
  

 

   

 

   

 

 

   December 31, 
   2011  2010   2009 
   (In Millions) 

Statutory surplus and capital stock

  $4,625   $3,801    $3,116  

AVR

   220    431     722  
  

 

 

  

 

 

   

 

 

 

Statutory surplus, capital stock and AVR

   4,845    4,232     3,838  

Adjustments:

     

Future policy benefits and policyholders’ account balances

   (2,456  (2,015   (1,464

DAC

   4,653    8,383     7,745  

Deferred income taxes

   (5,744  (4,775   (3,705

Valuation of investments

   2,266    1,658     673  

Valuation of investment subsidiary

   231    (657   (1,019

Fair value of reinsurance contracts

   10,547    4,606     2,256  

Deferred cost of insurance ceded to AXA Bermuda

   2,693    2,904     3,178  

Non-admitted assets

   510    761     1,036  

Issuance of surplus notes

   (1,525  (1,525   (1,525

Other, net

   (459  (521   (152
  

 

 

  

 

 

   

 

 

 

U.S. GAAP Total Equity Attributable to AXA Equitable

  $    15,561   $    13,051    $    10,861  
  

 

 

  

 

 

   

 

 

 

20)19)

BUSINESS SEGMENT INFORMATION

The following tables reconcile segment revenues and earnings (loss) from continuing operations before income taxes to total revenues and earnings (loss) as reported on the consolidated statements of earnings (loss) and segment assets to total assets on the consolidated balance sheets, respectively.

 

  2013   2012   2011 
    2011   2010   2009   (In Millions) 
    (In Millions) 

Segment revenues:

              

Insurance

    $15,140    $8,511    $337      $(54)    $6,443    $15,140  

Investment Management (1)

     2,750     2,959     2,941     2,915     2,738     2,750  

Consolidation/elimination

     (18   (29   (36   (21)     (21)     (18)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Total Revenues

    $    17,872    $    11,441    $    3,242      $        2,840    $        9,160    $        17,872  
    

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Intersegment investment advisory and other fees of approximately $56$67 million, $62$58 million and $56 million for 2011, 20102013, 2012 and 2009,2011, respectively, are included in total revenues of the Investment Management segment.

   2013   2012   2011 
   (In Millions) 

Segment earnings (loss) from continuing operations, before income taxes:

      

Insurance

    $(5,872)    $        (132)    $        4,284  

Investment Management(2)

   564     190     (164)  

Consolidation/elimination

   (1)          
  

 

 

   

 

 

   

 

 

 

Total Earnings (Loss) from Continuing Operations, before Income Taxes

    $        (5,309)    $58    $4,124  
  

 

 

   

 

 

   

 

 

 

 

F-68


     2011   2010     2009 
     (In Millions) 

Segment earnings (loss) from continuing operations, before income taxes:

          

Insurance

    $3,495    $2,613      $(3,665

Investment Management (2)

     (164   400       588  

Consolidation/elimination

     4     2       (2
    

 

 

   

 

 

     

 

 

 

Total Earnings (Loss) from Continuing Operations, before Income Taxes

    $    3,335    $    3,015      $    (3,079
    

 

 

   

 

 

     

 

 

 

(2) 

Net of interest expenses incurred on securities borrowed.

 

     December 31, 
     2011   2010 
     (In Millions) 

Segment assets:

      

Insurance

    $154,207    $152,038  

Investment Management

     11,811     11,130  

Consolidation/elimination

     (2   (12
    

 

 

   

 

 

 

Total Assets

    $    166,016    $    163,156  
    

 

 

   

 

 

 

   December 31, 
   2013   2012 
   (In Millions) 

Segment assets:

    

Insurance

    $171,532    $164,201  

Investment Management

   11,873     12,647  

Consolidation/elimination

   (4)     (5)  
  

 

 

   

 

 

 

Total Assets

    $        183,401    $        176,843  
  

 

 

   

 

 

 

In accordance with SEC regulations, securities with a fair value of $1,240$925 million and $1,085$1,509 million have been segregated in a special reserve bank custody account at December 31, 20112013 and 2010,2012, respectively, for the exclusive benefit of securities broker-dealer or brokerage customers under the Exchange Act.

21)20)

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for 20112013 and 20102012 are summarized below:

 

     Three Months Ended 
     March 31   June 30     September 30     December 31 
     (In Millions) 

2011

              

Total Revenues

    $    1,311    $    3,402      $    10,858      $    2,301  
    

 

 

   

 

 

     

 

 

     

 

 

 

Earnings (Loss) from Continuing Operations,

              

Net of Income Taxes, Attributable to AXA Equitable

    $(602  $737      $2,346      $(67
    

 

 

   

 

 

     

 

 

     

 

 

 

Net Earnings (Loss), Attributable to AXA Equitable

    $(602  $737   ��  $2,346      $(67
    

 

 

   

 

 

     

 

 

     

 

 

 

2010

              

Total Revenues

    $2,133    $5,387      $5,115      $(1,194
    

 

 

   

 

 

     

 

 

     

 

 

 

Earnings (Loss) from Continuing Operations,

              

Net of Income Taxes, Attributable to AXA Equitable

    $396    $1,591      $1,567      $(1,481
    

 

 

   

 

 

     

 

 

     

 

 

 

Net Earnings (Loss), Attributable to AXA Equitable

    $396    $1,591      $1,567      $(1,481
    

 

 

   

 

 

     

 

 

     

 

 

 
   Three Months Ended 
       March 31           June 30       September 30   December 31 
   (In Millions) 

2013 

        

Total Revenues

   $392    $537    $834    $1,077  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (Loss) from Continuing Operations,
Net of Income Taxes, Attributable to AXA Equitable

   $    (1,004)    $(1,051)    $(878)    $(640)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings (Loss), Attributable to AXA Equitable

   $(1,004)    $      (1,051)    $      (878)    $      (640)  
  

 

 

   

 

 

   

 

 

   

 

 

 

2012 

        

Total Revenues

   $(952)    $6,475    $1,728    $1,909  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (Loss) from Continuing Operations,
Net of Income Taxes, Attributable to AXA Equitable

   $(1,635)    $2,421    $(241)    $(450)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Earnings (Loss), Attributable to AXA Equitable

   $(1,635)    $2,421    $(241)    $(450)  
  

 

 

   

 

 

   

 

 

   

 

 

 

F-69


Report of Independent Registered Public Accounting Firm on

Consolidated on

Financial Statement Schedules

To the Board of Directors and Shareholder of

of AXA Equitable Life Insurance Company:

Our audits of the consolidated financial statements referred to in our report dated March 8, 201210, 2014 appearing on page F-1 of thisin the 2013 Annual Report on Form 10-K of AXA Equitable Life Insurance Company also included an audit of the accompanying financial statement schedules.schedules listed in Item 15(A)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

As discussed in Note 2 of the Notes to Consolidated Financial Statements, AXA Equitable changed its method of accounting for recognition and presentation of other-than-temporary impairment losses on April 1, 2009.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 8, 201210, 2014

F-70


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE I

SUMMARY OF INVESTMENTS—INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES

DECEMBER 31, 20112013

 

Type of Investment

    Cost (A)     Fair Value     Carrying
Value
   Cost(A)   Fair Value   Carrying
Value
 
  (In Millions) 
    (In Millions) 

Fixed Maturities:

                  

U.S. government, agencies and authorities

    $3,598      $3,948      $3,948    $3,584    $3,129    $3,129  

State, municipalities and political subdivisions

     478       540       540     444     477     477  

Foreign governments

     393       447       447     359     393     393  

Public utilities

     3,643       4,025       4,025     3,853     4,086     4,086  

All other corporate bonds

     21,028       22,034       22,034     19,747     20,479     20,479  

Redeemable preferred stocks

     1,069       998       998     849     855     855  
    

 

     

 

     

 

   

 

   

 

   

 

 

Total fixed maturities

     30,209       31,992       31,992     28,836     29,419     29,419  
    

 

     

 

     

 

   

 

   

 

   

 

 

Equity securities:

                  

Common stocks:

                  

Industrial, miscellaneous and all other

     18       19       19     37     34     34  

Mortgage loans on real estate

     4,281       4,432       4,281     5,684     5,716     5,684  

Real estate joint ventures

     99       N/A       99         N/A       

Policy loans

     3,542       4,700       3,542     3,434     3,097     3,434  

Other limited partnership interests and equity investments

     1,688       1,688       1,688     1,829     1,829     1,829  

Trading securities

     1,014       982       982     4,225     4,221     4,221  

Other invested assets

     2,340       2,340       2,340     1,353     1,353     1,353  
    

 

     

 

     

 

   

 

   

 

   

 

 

Total Investments

    $    43,191      $    46,153      $    44,943    $    45,401    $    45,670    $    45,978  
    

 

     

 

     

 

   

 

   

 

   

 

 

 

(A) 

Cost for fixed maturities represents original cost, reduced by repayments and writedowns and adjusted for amortization of premiums or accretion of discount; cost for equity securities represents original cost reduced by writedowns; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.

F-71


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

BALANCE SHEETS (PARENT COMPANY)

DECEMBER 31, 20112013 AND 20102012

 

     2011   2010 
     (In Millions) 

ASSETS

      

Investment:

      

Fixed maturities available-for-sale, at fair value (amortized cost of $30,142 and $28,134, respectively)

    $31,922    $29,007  

Mortgage loans on real estate

     4,281     3,571  

Equity real estate, held for the production of income

     99     140  

Policy loans

     3,542     3,580  

Investments in and loans to affiliates

     2,304     2,434  

Trading securities

     472       

Other equity investments

     1,446     1,390  

Other invested assets

     2,334     1,404  
    

 

 

   

 

 

 

Total investments

     46,400     41,526  

Cash and cash equivalents

     2,516     1,413  

Deferred policy acquisition costs

     4,653     8,383  

Amounts due from reinsurers

     3,542     3,252  

Guaranteed minimum income benefit reinsurance asset, at fair value

     10,547     4,606  

Other assets

     4,782     5,070  

Separate Accounts’ assets

     86,419     92,014  
    

 

 

   

 

 

 

Total Assets

    $158,859    $156,264  
    

 

 

   

 

 

 

LIABILITIES

      

Policyholders’ account balances

    $26,033    $24,654  

Future policy benefits and other policyholders liabilities

     21,562     18,931  

Broker-dealer related payables

     11     5  

Short-term and long-term debt

     200     200  

Income taxes payable

     4,772     3,712  

Loans from affiliates

     1,325     1,325  

Other liabilities

     2,976     2,372  

Separate Accounts’ liabilities

     86,419     92,014  
    

 

 

   

 

 

 

Total liabilities

     143,298     143,213  
    

 

 

   

 

 

 

SHAREHOLDER’S EQUITY

      

Common stock, $1.25 par value, 2.0 million shares authorized, issued and outstanding

     2     2  

Capital in excess of par value

     5,743     5,593  

Retained earnings

     10,120     8,085  

Accumulated other comprehensive income (loss)

     (304   (629
    

 

 

   

 

 

 

Total AXA Equitable’s equity

     15,561     13,051  
    

 

 

   

 

 

 

Total Liabilities and AXA Equitable’s Equity

    $    158,859    $    156,264  
    

 

 

   

 

 

 

                                          
   2013  2012 
   (In Millions) 

ASSETS

   

Investment:

   

Fixed maturities available-for-sale, at fair value (amortized cost of
$28,785 and $30,656 respectively)

  $29,365   $33,538  

Mortgage loans on real estate

   5,684    5,059  

Equity real estate, held for the production of income

       

Policy loans

   3,434    3,512  

Investments in and loans to affiliates

   2,190    2,328  

Trading securities

   3,647    1,834  

Other equity investments

   1,666    1,403  

Other invested assets

   1,348    1,826  
  

 

 

  

 

 

 

Total investments

   47,337    49,504  

Cash and cash equivalents

   1,704    2,450  

Deferred policy acquisition costs

   3,874    3,728  

Amounts due from reinsurers

   3,934    3,847  

Guaranteed minimum income benefit reinsurance asset, at fair value

   6,747    11,044  

Other assets

   3,941    4,576  

Separate Accounts’ assets

   108,857    94,139  
  

 

 

  

 

 

 

Total Assets

  $176,394   $169,288  
  

 

 

  

 

 

 

LIABILITIES

   

Policyholders’ account balances

  $30,340   $28,263  

Future policy benefits and other policyholders liabilities

   21,666    22,655  

Broker-dealer related payables

   29    213  

Short-term and long-term debt

   200    200  

Current and deferred income taxes

   2,073    4,479  

Loans from affiliates

   825    1,325  

Other liabilities

   1,866    2,578  

Separate Accounts’ liabilities

   108,857    94,139  
  

 

 

  

 

 

 

Total liabilities

   165,856    153,852  
  

 

 

  

 

 

 

SHAREHOLDER’S EQUITY

   

Common stock, $1.25 par value, 2.0 million shares authorized, issued and outstanding

       

Capital in excess of par value

   5,934    5,992  

Retained earnings

   5,205    9,125  

Accumulated other comprehensive income (loss)

   (603)    317  
  

 

 

  

 

 

 

Total AXA Equitable’s equity

   10,538    15,436  
  

 

 

  

 

 

 

Total Liabilities and AXA Equitable’s Equity

  $176,394   $169,288  
  

 

 

  

 

 

 

The financial information of AXA Equitable Life Insurance Company (“Parent Company”) should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

F-72


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF EARNINGS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

                                                                        
  2013   2012   2011 
    2011   2010   2009   (In Millions) 
    (In Millions) 

REVENUES

              

Universal life and investment-type product policy fee income

    $3,312    $3,067    $2,918    $3,546    $3,334    $3,312  

Premiums

     533     530     431     496     514     533  

Net investment income (loss):

              

Investment income (loss) from derivative instruments

     2,369     (269   (3,079   (2,846)     (943)     2,369  

Other investment income (loss)

     2,186     2,239     1,958     2,146     2,208     2,186  
    

 

   

 

   

 

   

 

   

 

   

 

 

Total net investment income (loss)

     4,555     1,970     (1,121   (700)     1,265     4,555  

Investment gains (losses), net:

              

Total other-than-temporary impairment losses

     (36   (300   (168   (81)     (96)     (36)  

Portion of loss recognized in other comprehensive income (loss)

     4     18     6     15          
    

 

   

 

   

 

   

 

   

 

   

 

 

Net impairment losses recognized

     (32   (282   (162   (66)     (94)     (32)  

Other investment gains (losses), net

     (10   51     165     (25)     14     (10)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Total investment gains (losses), net

     (42   (231   3     (91)     (80)     (42)  

Equity in earnings (loss) of subsidiaries

     55     468     483     788     483     55  

Commissions, fees and other income

     338     714     601     219     201     338  

Increase (decrease) in the fair value of the reinsurance contract asset

     5,941     2,350     (2,566   (4,297)     497     5,941  
    

 

   

 

   

 

   

 

   

 

   

 

 

Total revenues

     14,692     8,868     749     (39)     6,214     14,692  
    

 

   

 

   

 

   

 

   

 

   

 

 

BENEFITS AND OTHER DEDUCTIONS

              

Policyholders’ benefits

     4,357     3,079     1,299     1,689     2,986     4,357  

Interest credited to policyholders’ account balances

     999     951     1,004     1,373     1,166     999  

Compensation and benefits

     315     463     755     432     399     372  

Commissions

     1,212     1,056     1,074     1,173     1,265     1,212  

Interest expense

     106     106     106     87     106     106  

Amortization of deferred policy acquisition costs

     4,680     168     115     580     576     3,620  

Capitalization of deferred policy acquisition costs

     (1,030   (916   (975   (654)     (718)     (759)  

Rent expense

     57     56     58     35     34     47  

Amortization and depreciation

     2     2     63  

Premium taxes

     43     40     36     36     42     43  

Other operating costs and expenses

     696     783     373     789     472     651  
    

 

   

 

   

 

   

 

   

 

   

 

 

Total benefits and other deductions

         11,437         5,788          3,908     5,540     6,328     10,648  
    

 

   

 

   

 

   

 

   

 

   

 

 

Earnings (loss) from continuing operations, before income taxes

     3,255     3,080     (3,159   (5,579)     (114)     4,044  

Income tax (expense) benefit

     (942   (772   1,352     2,343     330     (1,218)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Earnings (loss) from continuing operations

     2,313     2,308     (1,807

Equity in earnings (losses) from discontinued operations, net of income taxes

               3  
    

 

   

 

   

 

 

Net Earnings (Loss)

     2,313     2,308     (1,804   (3,236)     216     2,826  

Less: net (earnings) loss attributable to the noncontrolling interest

     101     (235   (359   (337)     (121)     101  
    

 

   

 

   

 

   

 

   

 

   

 

 

Net Earnings (Loss) Attributable to AXA Equitable

    $2,414    $2,073    $(2,163   (3,573)     95     2,927  
    

 

   

 

   

 

 

Total other comprehensive income (loss), net of income taxes

      

Attributable to AXA Equitable

   (920)     614     313  
  

 

   

 

   

 

 

Comprehensive Income (Loss) Attributable to AXA Equitable

  $(4,493)    $709    $3,240  
  

 

   

 

   

 

 

F-73


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF CASH FLOWS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

                                                                        
  2013   2012   2011 
    2011   2010   2009   (In Millions) 
    (In Millions) 

Net earnings (loss)

    $     2,313    $     2,308    $(1,804  $(3,236)    $216    $2,826  

Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:

              

Interest credited to policyholders’ account balances

     999     951          1,004     1,373     1,166     999  

Universal life and investment-type policy fee income

     (3,312   (3,067   (2,918   (3,546)     (3,334)     (3,312)  

Investment gains (losses), net

     42     231     (3   91     80     42  

Equity in net earnings of subsidiaries

     (55   (468   (482   (788)     (483)     (55)  

Dividends from subsidiaries

     332     123     121     467     323     332  

Change in deferred policy acquisition costs

     3,650     (748   (860   (74)     (142)     2,861  

Change in future policy benefits and other policyholder funds

     2,229     1,136     (755   (432)     876     2,229  

(Income) loss related to derivative instruments

     (2,369   268     3,079     2,846     943     (2,369)  

Change in reinsurance recoverable with affiliate

     (242   (233   1,486     (175)     (207)     (242)  

Change in the fair value of the reinsurance contract asset

     (5,941   (2,350   2,566     4,297     (497)     (5,941)  

Change in income tax payable

     974     830     (1,150

Change in current and deferred income taxes

   (1,753)     (224)     1,250 

Amortization of reinsurance cost

     211     274     318     280     47     211  

Amortization and depreciation

     83     100     94     103     62     83  

Real estate asset write-off charge

   52          

Other, net

     (190   (8   121     363     (182)     (190)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by (used in) operating activities

     (1,276   (653   817     (132)     (1,356)     (1,276)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Cash flows from investing activities:

              

Maturities and repayments

     3,427     2,746     2,055  

Sales

     626     2,863     6,522  

Purchases

     (7,462   (6,529   (8,566

Maturities and repayments of fixed maturities and mortgage loans
on real estate

   3,681     3,547     3,427  

Sales of investments

   4,978     1,566     626  

Purchases of investments

   (9,583)     (7,563)     (7,462)  

Cash settlements related to derivative instruments

     1,429     (651   (2,565   (2,479)     (287)     1,429  

Increase in loans to affiliates

               (250

Additional loans to affiliates

   (56)          

Decrease in loans to affiliates

          3     1              

Sale of AXA Equitable Life and Annuity

                 

Change in short-term investments

     16     (53   140         34     16  

Change in policy loans

     38     37     84     78     31     38  

Other, net

     (44   (97   (56   (103)     (37)     (44)  
    

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by (used in) investing activities

     (1,970   (1,681   (2,635   (3,479)     (2,705)     (1,970)  
    

 

   

 

   

 

   

 

   

 

   

 

 

F-74


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE II

STATEMENTS OF CASH FLOWS (PARENT COMPANY)

YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 2010 AND 2009 —- CONTINUED

 

                                                                        
  2013   2012   2011 
    2011   2010   2009   (In Millions) 
    (In Millions) 

Cash flows from financing activities:

              

Policyholders’ account balances:

              

Deposits

    $    4,461    $    3,187    $     3,395    $5,469    $5,437    $4,461  

Withdrawals and transfers to Separate Accounts

     (821   (483   (2,161   (1,188)     (982)     (821)  

Shareholder dividends paid

     (379   (300        (234)     (362)     (379)  

Capital contribution

               439         195      

Change in short-term financings

                 

Change in collateralized pledged liabilities

     989     (270   126     (663)     (288)     989  

Change in collateralized pledged assets

     99     533     (632   (19)     (5)     99  

Increase in loans from affiliates

                 

Decrease in loans from affiliates

   (500)          
    

 

   

 

   

 

   

 

   

 

   

 

 

Net cash provided by (used in) operating activities

     4,349     2,667     1,167  

Net cash provided by (used in) financing activities

   2,865     3,995     4,349  
    

 

   

 

   

 

   

 

   

 

   

 

 

Change in cash and cash equivalents

     1,103     333     (651   (746)     (66)     1,103  

Cash and cash equivalents, beginning of year

     1,413     1,080     1,731     2,450     2,516     1,413  
    

 

   

 

   

 

   

 

   

 

   

 

 

Cash and Cash Equivalents, End of Year

    $2,516    $1,413    $1,080    $1,704    $2,450    $2,516  
    

 

   

 

   

 

   

 

   

 

   

 

 

Supplemental cash flow information:

              

Interest Paid

    $15    $19    $15    $91    $107    $106  
    

 

   

 

   

 

   

 

   

 

   

 

 

Income Taxes (Refunded) Paid

    $15    $(27  $(20  $(227)    $261    $15  
    

 

   

 

   

 

   

 

   

 

   

 

 

F-75


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 20112013

 

Segment

    Deferred
Policy
Acquisition
Costs
     Policyholders’
Account
Balances
     Future Policy
Benefits
and other
Policyholders’
Funds
     Policy
Charges
And
Premium
Revenue
     Net
Investment
Income
(Loss) (1)
   Policyholders’
Benefits and
Interest
Credited
     Amortization
of Deferred
Policy
Acquisition
Costs
     Other
Operating
Expense (2)
   Deferred
Policy
Acquisition

Costs
   Policyholders’
Account
Balances
   Future Policy
Benefits
and other
Policyholders’
Funds
   Policy
Charges
And
Premium
Revenue
   Net
Investment
Income
(Loss)(1)
   Policyholders’
Benefits and
Interest
Credited
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Operating
Expense(2)
 
  (In Millions) 
    (In Millions) 

Insurance

    $4,653      $26,033      $21,595      $3,845      $4,526    $5,359      $4,680      $1,606      $3,874       $30,340       $21,697       $4,042       $(724)       $3,064       $580       $2,174   

Investment Management

                                 (58)                   2,914     -      -      -      -      58      -      -      2,351   

Consolidation/ Elimination

                                 34                   (22)     -      -      -      -      37      -      -       (20)   
    

 

     

 

     

 

     

 

     

 

   

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $    4,653      $    26,033      $    21,595      $    3,845      $    4,502    $    5,359      $    4,680      $    4,498      $3,874       $30,340       $21,697       $4,042     $(629)       $3,064         $580     $4,505   
    

 

     

 

     

 

     

 

     

 

   

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Net investment income (loss) is based upon specific identification of portfolios within segments.

(2) 

Operating expenses are principally incurred directly by a segment.

F-76


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 20102012

 

Segment

    Deferred
Policy
Acquisition
Costs
     Policyholders’
Account
Balances
     Future Policy
Benefits and
other
Policyholders’
Funds
     Policy
Charges
And
Premium
Revenue
   Net
Investment
Income
(Loss)
(1)
   Policyholders’
Benefits and
Interest
Credited
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Operating
Expense
(2)
   Deferred
Policy
Acquisition
Costs
   Policyholders’
Account
Balances
   Future Policy
Benefits
and other
Policyholders’
Funds
   Policy
Charges
And
Premium
Revenue
   Net
Investment
Income
(Loss)(1)
   Policyholders’
Benefits and
Interest
Credited
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Operating
Expense(2)
 
  (In Millions) 
    (In Millions) 

Insurance

    $    8,383      $    24,654      $    18,965      $    3,597    $    1,943    $    4,032    $    168    $    1,698      $3,728       $28,263       $22,687       $3,848       $1,242       $4,155       $576       $1,844   

Investment Management

                               2               2,559     -      -      -      -      65      -      -      2,548   

Consolidation/ Elimination

                               31               (31)     -      -      -      -      31      -      -       (21)   
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $8,383      $24,654      $18,965      $3,597    $1,976    $4,032    $168    $4,226      $3,728       $28,263       $22,687       $    3,848       $1,338       $4,155       $576       $4,371   
    

 

     

 

     

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Net investment income (loss) is based upon specific identification of portfolios within segments.

(2) 

Operating expenses are principally incurred directly by a segment.

F-77


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE III

SUPPLEMENTARY INSURANCE INFORMATION

AT AND FOR THE YEAR ENDED DECEMBER 31, 20092011

 

                                                                                                                                                      

Segment

    Policy
Charges
And
Premium
Revenue
     Net
Investment
Income
(Loss)
(1)
   Policyholders’
Benefits and
Interest
Credited
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Operating
Expense
(2)
   Policy
Charges
And
Premium
Revenue
   Net
Investment
Income
(Loss)(1)
   Policyholders’
Benefits and
Interest
Credited
   Amortization
of Deferred
Policy
Acquisition
Costs
   Other
Operating
Expense(2)
 

Insurance

    $3,349      $(1,147  $    2,302    $    115    $    1,585      $3,845       $4,526       $5,359       $3,620       $1,877   

Investment Management

                    149                   2,353     -       (58)      -      -        2,914   

Consolidation/Elimination

            18               (34)  

Consolidation/ Elimination

   -      34      -      -       (22)   
    

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    $    3,349      $(980)    $2,302    $115    $3,904      $3,845       $4,502       $5,359       $3,620       $4,769   
    

 

     

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Net investment income (loss) is based upon specific identification of portfolios within segments.

(2) 

Operating expenses are principally incurred directly by a segment.

F-78


AXA EQUITABLE LIFE INSURANCE COMPANY

SCHEDULE IV

REINSURANCE((A)A)

AT OR FOR THE YEARS ENDED DECEMBER 31, 2011, 20102013, 2012 AND 20092011

 

                                                                                                                        
  Gross
Amount
   Ceded to
Other
Companies
   Assumed
from
Other
Companies
   Net
Amount
   Percentage
of Amount
Assumed
to Net
 
  (Dollars In Millions) 

2013

          

Life Insurance In-Force

  $414,362    $92,252    $33,494    $355,604     9.4%     
  

 

   

 

   

 

   

 

   

Premiums:

          

Life insurance and annuities

  $770     $511     $201     $460     43.7%     

Accident and health

   78      54      12      36     33.3%     
  

 

   

 

   

 

   

 

   

Total Premiums

  $848     $565    $213    $496     42.9%     
  

 

   

 

   

 

   

 

   

2012

          

Life Insurance In-Force

  $409,488    $96,869    $34,361    $346,980     9.9%     
  

 

   

 

   

 

   

 

   

Premiums:

          

Life insurance and annuities

  $785    $518    $206    $473     43.5%     

Accident and health

   88     60     13     41     31.7%     
  

 

   

 

   

 

   

 

   

Total Premiums

  $873    $578    $219    $514     42.6%     
    Gross
Amount
     Ceded to
Other
Companies
     Assumed
from
Other
Companies
     Net
Amount
   Percentage
of Amount
Assumed
to Net
   

 

   

 

   

 

   

 

   
    (Dollars In Millions) 

2011

                            

Life Insurance In-Force

    $    396,304      $    101,926      $    34,738      $    329,116     10.6  $396,304    $101,926    $34,738    $329,116     10.6%     
    

 

     

 

     

 

     

 

     

 

   

 

   

 

   

 

   

Premiums:

                            

Life insurance and annuities

    $815      $521      $195      $489     39.9  $815    $521    $195    $489      39.9%     

Accident and health

     93       64       15       44     34.1   93     64     15     44      34.1%     
    

 

     

 

     

 

     

 

     

 

   

 

   

 

   

 

   

Total Premiums

    $908      $585      $210      $533     39.4  $908    $585    $210    $533      39.4%     
    

 

     

 

     

 

     

 

     

 

   

 

   

 

   

 

   

2010

                  

Life Insurance In-Force

    $378,078      $124,959      $37,124      $290,243     17.7
    

 

     

 

     

 

     

 

   

Premiums:

                  

Life insurance and annuities

    $802      $517      $197      $482     40.9

Accident and health

     101       69       16       48     33.3
    

 

     

 

     

 

     

 

   

Total Premiums

    $903      $586      $213      $530     40.2
    

 

     

 

     

 

     

 

   

2009

                  

Life Insurance In-Force

    $353,626      $142,588      $40,005      $251,043     15.9
    

 

     

 

     

 

     

 

   

Premiums:

                  

Life insurance and annuities

    $730      $535      $183      $378     48.4

Accident and health

     108       74       19       53     35.7
    

 

     

 

     

 

     

 

   

Total Premiums

    $838      $609      $202      $431     46.9
    

 

     

 

     

 

     

 

   

 

(A) 

Includes amounts related to the discontinued group life and health business.

F-79


Part II, Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

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Part II, Item 9A

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of AXA Equitable Life Insurance Company (“AXA Equitable”) and its subsidiaries’ (together, the “Company”) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2011.2013. Based on that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that the AXA Equitable’s disclosure controls and procedures are effective.

Management’s annual report on internal control over financial reporting

Management, including the Chief Executive Officer and Chief Financial Officer of AXA Equitable, is responsible for establishing and maintaining adequate internal control over AXA Equitable’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

AXA Equitable’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 20112013 in relation to the criteria for effective internal control over financial reporting described inInternal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment under those criteria, management concluded that AXA Equitable’s internal control over financial reporting was effective as of December 31, 2011.2013.

This annual report does not include an attestation report of AXA Equitable’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by AXA Equitable’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit AXA Equitable to provide only management’s report in this annual report.

Changes in internal control over financial reporting

There were no changes to AXA Equitable’s internal control over financial reporting that occurred during the quarter ended December 31, 20112013 that have materially affected, or are reasonably likely to materially affect AXA Equitable’s internal control over financial reporting.

 

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Part II, Item 9B.

OTHER INFORMATION

On March 2, 2012, we announced that Richard V. Silver, our Senior Executive Vice President, Chief Operating Officer and Chief Legal Officer, was retiring effective May 1, 2012 (the “Retirement Date”). On March 7, 2012, we entered into a consulting agreement (the “Consulting Agreement”) with Mr. Silver pursuant to which Mr. Silver will provide certain services to the Company. The term of the Consulting Agreement is one year, commencing on the Retirement Date and ending on April 30, 2013, unless terminated earlier in accordance with the terms of the Consulting Agreement. Pursuant to the Consulting Agreement, Mr. Silver will be compensated in the amount of $1,700,000, payable monthly in arrears. The Consulting Agreement also contains standard provisions related to confidentiality, non-disparagement, and non-solicitation/non-competition.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the complete copy of the Consulting Agreement filed as Exhibit 10.9 to this Annual Report on Form 10-K and is incorporated by reference herein.None.

 

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Part III, Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The Board currently consists of eleven members, including our President and Chief Executive Officer, two senior executives of AXA, one senior executive of AllianceBernstein and seven independent members.

The Board holds regular quarterly meetings, generally in February, May, September, and November of each year, and holds special meetings or takes action by unanimous written consent as circumstances warrant. The Board has standing Executive, Audit, Organization and Compensation, and Investment Committees, each of which is described in further detail below. Each of the Directors attended at least 75% of the Board and committee meetings to which he or she was assigned during 2013, except Mr. de Castries.

The current directors and executive officersmembers of AXA Equitableour Board are as follows:

Name

Age

Position

Mark Pearson

53Chairman of the Board and Chief Executive Officer, Director

Andrew J. McMahon

44President, Director

Henri de Castries

57Director

Ramon de Oliveira

57Director

Denis Duverne

58Director

Charlynn Goins

69Director

Danny L. Hale

67Director

Anthony J. Hamilton

70Director

Peter S. Kraus

59Director

Lorie A. Slutsky

59Director

Ezra Suleiman

70Director

Richard C. Vaughan

62Director

Richard S. Dziadzio

48Senior Executive Vice President and Chief Financial Officer

Nick Lane

38Senior Executive Vice President and President, Retirement Savings

Salvatore Piazzolla

59Senior Executive Vice President, Head of Human Resources

Amy J. Radin

53Senior Executive Vice President and Chief Marketing Officer

Richard V. Silver

56Senior Executive Vice President, Chief Administrative Officer and Chief Legal Officer

BIOGRAPHIESMark Pearson

Mr. Pearson, age 55, has been a Director of AXA Equitable since January 2011. Mr. Pearson currently serves as Chairman of the Board, President and Chief Executive Officer. From February 2011 and hasthrough September 2013, he served as Chairman of the Board and Chief Executive Officer since February 2011.Officer. Mr. Pearson also serves as President and Chief Executive Officer of AXA Financial since February 2011. Mr. Pearson is also a member of the Management and Executive Committees at AXA. Mr. Pearson joined AXA in 1995 with the acquisition of National Mutual Holdings (now AXA Asia Pacific Holdings) and was appointed Regional Chief Executive of AXA Asia Life in 2001. In 2008, he became President and Chief Executive Officer of AXA Japan Holding Co. Ltd. (“AXA Japan”) and was appointed a member of the Executive Committee of AXA. Before joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector, assuming several senior manager positions at National Mutual Holdings and Friends Provident. Mr. Pearson is a Fellow of the Chartered Association of Certified Accountants.Accountants and is a member of the Board of Directors of the American Council of Life Insurers and the Financial Services Roundtable. Mr. Pearson is also a director of AXA Financial (since January 2011), MONY Life (since January 2011), MLOA (since January 2011) and AllianceBernstein Corporation (since February 2011).

Mr. Pearson brings to the Board diverse financial services experience developed though his service as an executive, including as a Chief Executive Officer, to AXA Financial, AXA Japan and other AXA affiliates.

Mr. McMahon has been a Director of AXA Equitable since May 2011 and has served as President since January 2011. Prior thereto, Mr. McMahon served as Senior Executive Vice President and President, Financial Protection and Wealth Management of AXA Equitable. Mr. McMahon also serves as Senior Executive Vice President and President, Financial Protection and Wealth Management of AXA Financial. Mr. McMahon also served as President of AXA Financial on an interim basis for the period January 2011 through February 2011. Mr. McMahon has overall responsibility for life insurance manufacturing, marketing, distribution, business management operations, and in-force management. He is also Chairman of AXA Advisors, LLC, the company’s broker/dealer and retail distribution channel since 2007. Before joining AXA Equitable in 2005, Mr. McMahon was a principal at McKinsey & Co. and served as a life insurance practice leader in North America. Prior to McKinsey & Co., Mr. McMahon spent several years in management positions with various business divisions of General Electric Company. Mr. McMahon is also a director of AXA Financial, MONY Life and MLOA since May 2011.

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Mr. McMahon brings to the Board extensive financial services and insurance industry experience and key strategic planning, leadership and sales skills developed as an executive at AXA Equitable, McKinsey & Co. and General Electric Company.Henri de Castries

Mr. de Castries, age 59, has been a Director of AXA Equitable since September 1993. Mr. de Castries has also served as Chairman of the Board of AXA Financial since April 1998. Since April 2010, Mr. de Castries has been Chairman of the Board and Chief Executive Officer of AXA. Mr. de Castries served as the Chairman of the Management Board of AXA from May 2000 through April 2010. Prior thereto, he served AXA in various capacities, including Vice Chairman of the AXA Management Board; Senior Executive Vice President-Financial Services and Life Insurance Activities in the United States, Germany, the United Kingdom and Benelux from 1996 to 2000; Executive Vice President-Financial Services and Life Insurance Activities from 1993 to 1996; Corporate Secretary from 1991 to 1993; and Central Director of Finances from 1989 to 1991. Mr. de Castries is a member of the Board of Directors of Nestle S.A., where he serves on the Audit Committee. Mr. de Castries is also a director of AXA Financial (since September 1993), MONY Life (since July 2004), MLOA (since July 2004), AllianceBernstein Corporation (since October 1993) and various other subsidiaries and affiliates of the AXA Group.

Mr. de Castries brings to the Board his extensive experience as an AXA executive and, prior thereto, his financial and public sector experience gained from working in French government. The Board also benefits from his invaluable perspective as the Chairman and Chief Executive Officer of AXA.

Ramon de Oliveira

Mr. de Oliveira, age 59, has been a Director of AXA Equitable since May 2011. Since April 2010, Mr. de Oliveira has been a member of AXA’s Board of Directors, where he serves on the Finance Committee (Chair) and Audit Committee, and from April 2009 to May 2010, he was a member of AXA’s Supervisory Board. He is currently the Managing Director of the consulting firm Investment Audit Practice, LLC, based in New York, NY. From 2002 and 2006, Mr. de Oliveira was an

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adjunct professor of Finance at Columbia University. Prior thereto, starting in 1977, he spent 24 years at JP Morgan & Co. where he was Chairman and Chief Executive Officer of JP Morgan Investment Management and was also a member of the firm’s Management Committee since its inception in 1995. Upon the merger with Chase Manhattan Bank in 2001, Mr. de Oliveira was the only executive from JP Morgan & Co. asked to join the Executive Committee of the new firm with operating responsibilities. Mr. de Oliveira is currently a member of the Board of Directors of Investment Audit Practice, LLC, the Kauffman Foundation, Fonds de Dotation du Louvre, Tattinger-Kobrand, Quilvest SA and The Red Cross. Previously he was a Director of JP Morgan Suisse, American Century Company, Inc., SunGard Data Systems and The Hartford Insurance Company. Mr. de Oliveira is also a director of AXA Financial MONY Life and MLOA since May 2011.

Mr. de Oliveira brings to the Board extensive financial services experience, and key leadership and analytical skills developed through his roles within the financial services industry and academia. The Board also benefits from his perspective as a director of AXA and as a former director of other companies.

Denis Duverne

Mr. Duverne, age 60, has been a Director of AXA Equitable since February 1998. Since April 2010, Mr. Duverne has been the Deputy Chief Executive Officer of AXA, in charge of Finance, Strategy and Operations and a member of AXA’s Board of Directors. From January 2010 until April 2010, Mr. Duverne was AXA’s Management Board member in charge of Finance, Strategy and Operations. Mr. Duverne was a member of the AXA Management Board from February 2003 through April 2010. He was Chief Financial Officer of AXA from May 2003 through December 2009. From January 2000 to May 2003, Mr. Duverne served as Group Executive Vice President-Finance, Control and Strategy. Mr. Duverne joined AXA as Senior Vice President in 1995. Mr. Duverne is also a director of AXA Financial (since November 2003), MONY Life (since July 2004), MLOA (since July 2004), AllianceBernstein Corporation (since February 1996) and various other subsidiaries and affiliates of the AXA Group.

Mr. Duverne brings to the Board the highly diverse experience he has garnered throughout the years from the many key roles he has served for AXA. The Board also benefits from his invaluable perspective as director and Deputy Chief Executive Officer of AXA.

Barbara Fallon-Walsh

Ms. GoinsFallon-Walsh, age 61, has been a Director of AXA Equitable since September 2006. SinceMay 2012. From 2006 to December 2008,2011, Ms. Goins hasFallon-Walsh served as a DirectorHead of Federal National Mortgage Association Fannie MaeInstitutional Retirement Plan Services at The Vanguard Group, Inc. (“Fannie Mae”Vanguard”), where she serves on. Ms. Fallon-Walsh joined Vanguard in 1995 and prior to becoming the Executive Committee and Nominating and Corporate Governance Committee (Chair). Since July 2008, she has alsoHead of Institutional Retirement Plan Services, Ms. Fallon-Walsh served in several executive positions. Prior to joining Vanguard, Ms. Fallon-Walsh served as ChairmanExecutive Vice President, Bay Area Region and LA Gold Coast Region at Bank of the Board (Distribution Committee) of The New York Community Trust. Prior to being elected its Chairman, Ms. Goins served as Vice Chairman and a member of the Trust’s Distribution Committee. Previously, Ms. Goins served as Chairperson of

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the Board of Directors of New York City Health and HospitalsAmerica Corporation from June 20041992 to September 2008. She also served on the Board1995. From 1981 to 1992, Ms. Fallon-Walsh held several senior and executive management positions at Security Pacific Corporation, which was acquired by Bank of Trustees of The Mainstay Funds, New York Life Insurance Company’s retail family of funds, from June 2001 through July 2006 and on the Board of Directors of The Community’s Bank from February 2001 through June 2004.America in 1992. Ms. GoinsFallon-Walsh is also a director of AXA Financial MONY Life and MLOA since September 2006.May 2012.

Ms. Goins, who is an attorney,Fallon-Walsh brings to the Board extensive experience in business, finance, regulatoryfinancial services and public policy matters.general management expertise through her executive positions at Vanguard, Bank of America and Security Pacific National Bank. The Board also benefits from her perspective as a directorextensive knowledge of Fannie Mae and The New York Community Trust.the retirement business.

Danny L. Hale

Mr. Hale, age 69, has been a Director of AXA Equitable since May 2010. From January 2003 to March 2008, Mr. Hale served as Senior Vice President and Chief Financial Officer of The Allstate Corporation. Prior to joining The Allstate Corporation in January 2003, he was Executive Vice President and Chief Financial Officer of the Promus Hotel Corporation until its acquisition by the Hilton Hotels Group in 1999. Prior to joining Promus Hotel Corporation, Mr. Hale was Executive Vice President and Chief Financial Officer of USF&G Corporation from 1993 to 1998. Mr. Hale joined insurer USF&G Corporation in 1991 as Executive Vice President of Diversified Insurance & Investment Operations. Prior thereto, Mr. Hale held various positions with each of Chase Manhattan Leasing and General Electric Company. Mr. Hale is also a director of AXA Financial MONY Life and MLOA since May 2010.

Mr. Hale brings to the Board invaluable expertise as an audit committee financial expert, and extensive financial services and insurance industry experience and his general knowledge and experience in financial matters, including as a Chief Financial Officer.

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Anthony J. Hamilton

Mr. Hamilton, age 72, has been a Director of AXA Equitable since May 2006. SinceFrom April 2010 to April 2013, Mr. Hamilton has beenwas a member of AXA’s Board of Directors, where he servesserved on the Audit Committee (Chair) and Compensation and Human Resources Committee. Prior thereto, he was a member of AXA’s Supervisory Board from January 1996 to April 2010. Mr. Hamilton iswas also a director of AXA Equity and Law plc sincefrom 1993 to March 2013 and its Non-executive Chairman sincefrom 1995 to March 2013 and a director of AXA UK plc sincefrom 1995 to March 2013 and its Non-executive Chairman sincefrom September 2000.2000 to March 2013. Mr. Hamilton joined the investment bank Fox-Pitt, Kelton Limited (“FPK”) in 1978. He was a principal shareholder and served as executive chairman of FPK from 1994 until FPK was acquired by Swiss RE in March 1999. Mr. Hamilton retired from his executive responsibilities at FPK in 2004. Mr. Hamilton is currently a director of Tawa plc and is a former director of FPK; Pinault Printemps Redoute SA; Swiss Re Capital Markets Limited; CX Reinsurance; and Binley Limited. Mr. Hamilton is also a director of AXA Financial (since December 1995), MONY Life (since May 2006) and MLOA (since May 2006).

Mr. Hamilton brings to the Board extensive financial services and insurance industry experience acquired through his years as a senior leader at FPK. The Board also benefits from his perspective as a director of Tawa plc and former director of AXA and certain of its other subsidiaries.

Peter S. Kraus

Mr. Kraus, age 61, has been a Director of AXA Equitable since February 2009. Since December 2008, Mr. Kraus has served as Chairman of the Board of AllianceBernstein Corporation and Chief Executive Officer of AllianceBernstein Corporation, AllianceBernstein and AllianceBernstein Holding. From September 2008 through December 2008, Mr. Kraus served as an executive vice president, the head of global strategy and a member of the Management Committee of Merrill Lynch & Co. Inc. (“Merrill Lynch”). Prior to joining Merrill Lynch, Mr. Kraus spent 22 years with Goldman Sachs Group Inc. (“Goldman”), where he most recently served as co-head of the Investment Management Division and a member of the Management Committee, as well as head of firm-wide strategy and chairman of the Strategy Committee. Mr. Kraus also served as co-head of the Financial Institutions Group. Mr. Kraus is a member of the Management and Executive Committees of AXA. Mr. Kraus is also a director of AXA Financial MONY and MLOA since February 2009.

Mr. Kraus brings to the Board extensive knowledge of the financial services industry and in-depth experience in the financial markets, including experience as co-head of the Investment Management Division and head of firm-wide strategy at Goldman.

Bertram L. Scott

Mr. Scott, age 62, has been a Director of AXA Equitable since May 2012. Since November 2012, Mr. Scott has served as President and Chief Executive Officer of Affinity Health Plans, an independent, not-for-profit organization offering quality health care coverage to low income New Yorkers. From June 2010 to December 2011, Mr. Scott served as President, U.S. Commercial of CIGNA Corporation. Prior thereto, he served as Executive Vice President of TIAA-CREF from 2000 to June 2010 and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company from 2000 to 2007. Mr. Scott is currently a member of the Board of Directors of Becton, Dickinson and Company, where he serves on the Audit Committee and Compensation and Benefits Committee. Mr. Scott is also a director of AXA Financial and MLOA since May 2012.

Mr. Scott brings to the Board invaluable expertise as an audit committee financial expert, and strong strategic and operational expertise acquired through the variety of executive roles in which he has served during his career. The Board also benefits from his perspective as a director of Becton, Dickinson and Company.

Lorie A. Slutsky

Ms. Slutsky, age 61, has been a Director of AXA Equitable since September 2006. Since January 1990, Ms. Slutsky has been President and Chief Executive Officer of The New York Community Trust, a community foundation that manages a $2 billion endowment and annually grants more than $150 million to non-profit organizations. Ms. Slutsky is SecretaryTreasurer and a board

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member of the Independent Sector and co-chaired its National Panel on the Non-Profit Sector, which focused on reducing abuse and improving governance practices at non-profits. She served on the Board of Directors of BoardSource from 1999 to 2008 and served as its Chair from 2005 to 2007. She also served on the Board of Directors of the Council on Foundations from 1989 to 1995 and as its Chair from 1992 to 1994. Ms. Slutsky served as Trustee and Chair of the Budget Committee of Colgate University from 1989 to 1997. Ms. Slutsky is also a director of AXA Financial MONY Life and MLOA (since September 2006) and AllianceBernstein Corporation (since July 2002).

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Ms. Slutsky brings to the Board extensive corporate governance experience through her executive and managerial roles at The New York Community Trust, BoardSource and various other non-profit organizations.

Mr. Suleiman has been a Director of AXA Equitable since May 2006. Mr. Suleiman was a member of AXA’s Board of Directors from April 2010 to April 2011, where he served on the Audit Committee and Ethics and Governance Committee. Prior thereto, he was a member of AXA’s Supervisory Board from April 2003 to April 2010. Mr. Suleiman is currently the IBM Professor of International Studies at Princeton University and has been a Professor of Politics at Princeton University since 1979. Mr. Suleiman is currently a member of the Board of Directors of Suez Environnement, where he serves on the Audit and Financial Statements Committee (Chair) and the Appointments and Compensation Committee. He is also the President of the Advisory Board of Institut Montaigne; and member of the Editorial Board of Comparative Politics; a member of the Editorial Committees of La Revue des Deux Mondes, Politique Américaine and Questions Internationales; and a member of the Council on Foreign Relations (New York) and HEC International Advisory Board. Mr. Suleiman is also a director of AXA Financial, MONY Life and MLOA since May 2006.

Mr. Suleiman brings to the Board key leadership and analytical skills from his positions in academia. The Board also benefits from his perspective as a director of Suez Environnement and as a former director of AXA.Richard C. Vaughan

Mr. Vaughan, age 64, has been a Director of AXA Equitable since May 2010. From 1995 to May 2005, Mr. Vaughan served as Executive Vice President and Chief Financial Officer of Lincoln Financial Group (“Lincoln”). Mr. Vaughan joined Lincoln in July 1990 as Senior Vice President and Chief Financial Officer of Lincoln’s Employee Benefits Division. In June 1992, Mr. Vaughan was appointed Chief Financial Officer of Lincoln and was promoted to Executive Vice President of Lincoln in January 1995. Mr. Vaughan is a member of the Board of Directors of MBIA Inc., where he serves on the Audit Committee (Chair), Compensation and Governance Committee and Executive Committee. Previously, Mr. Vaughan was also a Director of The Bank of New York and Davita, Inc. Mr. Vaughan is also a director of AXA Financial MONY and MLOA since May 2010.

Mr. Vaughan brings to the Board invaluable expertise as an audit committee financial expert, and extensive financial services and insurance industry experience and his general knowledge and experience in financial matters, including as a Chief Financial Officer. The Board also benefits from his perspective as a director of MBIA, Inc. and as a former director to other public companies.

EXECUTIVE OFFICERS

The current executive officers (other than Mr. DziadzioPearson, whose biography is included above in the Board of Directors information) are as follows:

Dave S. Hattem, Senior Executive Director and General Counsel

Mr. Hattem, age 57, joined AXA Equitable in July 20041994 and has servedcurrently serves as Senior Executive Vice PresidentDirector and Chief Financial OfficerGeneral Counsel. Prior to his election as general counsel in 2010, Mr. Hattem served as senior vice president and deputy general counsel, taking on this role in 2004. Mr. Hattem is responsible for oversight of AXA Equitable since January 2010the Law Department, including the National Compliance Office, setting the strategic direction of the Department and of AXA Financial since May 2010. Mr. Dziadzio was elected Executive Vice Presidentensuring the business areas are advised as to choices and Chief Financial Officer of AXA Equitable and AXA Financial in January 2007.opportunities available under existing law to enable company goals. Prior thereto, Mr. Dziadzio held various financial positions within AXA Equitable. Beforeto joining AXA Equitable, Mr. Dziadzio held variousHattem served in several senior management positions with subsidiaries and affiliatesin the Office of the AXA Group, which he originally joined in 1994United States Attorney for the Eastern District of New York. Mr. Hattem began his professional legal career as a senior analystan Associate in the corporate finance department. In 1997, he was promoted to corporate finance officer, handling corporate finance activities for the group in insurance and asset management in the U.S. and U.K. In 1998,Litigation Department of Barrett Smith Schapiro Simon & Armstrong. Since September 2012, Mr. Dziadzio became head of finance and administration for AXA Real Estate Investment Managers. From February 2001 to June 2004, he was responsible for business support and development for AXA Financial, AllianceBernstein and AXA IM. Mr. Dziadzio isHattem has been a member of the Board of Directors of AllianceBernstein Corporation (since May 2007)The Life Insurance Council of New York.

Nicholas B. Lane, Senior Executive Director and Head of U.S. Life & Retirement

Mr. Lane, age 40, rejoined AXA Equitable in February 2011 and currently serves as Senior Executive Director and Head of U.S. Life & Retirement. Prior to becoming the Head of U.S. Life & Retirement in November 2013, Mr. Lane served as Senior Executive Director and President, Retirement Savings. Mr. Lane is responsible for all aspects of manufacturing and distribution of the Company’s life and annuity business lines, including Financial Protection, Wealth Management, Employer Sponsored and Individual Annuity. Mr. Lane also leads AXA Equitable Funds Management Group. Mr. Lane rejoined AXA Equitable in February 2011 as Senior Executive Vice President and President, Retirement Savings of AXA Equitable and AXA Financial. Mr. Lane has overall responsibility for annuity product manufacturing, service delivery, marketing, in-force management and wholesale distribution. Mr. Lane rejoined AXA Equitable from AXA, where he served as head of AXA Group Strategy since 2008. Prior to joining AXA Group in 2008, he was a director of AXA Advisors LLC and a

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director and Vice Chairman of AXA Network LLC, AXA Financial Group’s retail broker dealer and insurance general agency, respectively. Prior to joining AXA Equitable, he was a leader in the sales and marketing practice of the strategic consulting firm McKinsey & Co. Prior thereto, Mr. Lane served as a captain in the U.S. Marine Corps.

Anders Malmstrom, Senior Executive Director and Chief Financial Officer

Mr. Malmstrom, age 46, joined AXA Equitable in June 2012 and currently serves as Senior Executive Director and Chief Financial Officer. Mr. Malmstrom is responsible for all actuarial, investment, and risk management functions, with oversight of the controller, tax, expense management and corporate real estate, corporate sourcing and procurement, and distribution finance areas. Prior to joining AXA Equitable, Mr. Malmstrom was a member of the Executive Board and served as the Head of the Life Business at AXA Winterthur. Prior to joining AXA Winterthur in January 2009, Mr. Malmstrom was a Senior Vice President at Swiss Life, where he was also a member of the Management Committee. Mr. Malmstrom joined Swiss Life in 1997, and held several positions of increasing responsibility during his tenure.

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Salvatore Piazzolla, Senior Executive Director and Chief Human Resources Officer

Mr. Piazzolla, age 61, joined AXA Equitable in March 2011 and currently serves as Senior Executive Vice PresidentDirector and Head ofChief Human Resources of AXA Equitable and AXA Financial.Officer. Mr. Piazzolla is responsible for developing and executing a business-aligned human capital management strategy focused on leadership development, talent management and total rewards. Prior to joining AXA Equitable, Mr. Piazzolla was Senior Executive Vice President, Head of Human Resources at UniCredit Group, where he was responsible for all aspects of human resources management, including leadership development, learning and industrial relations. Before joining UniCredit Group in 2005, he held various human resources senior management positions in the United States and abroad at General Electric Company, Pepsi Cola International and S.C. Johnson Wax.

Amy J. Radin, Senior Executive Director and Chief Marketing Officer

Ms. Radin, age 55, joined AXA Equitable in February 2012 and currently serves as Senior Executive Vice PresidentDirector and Chief Marketing Officer of AXA Equitable and AXA Financial.Officer. Ms. Radin is responsiblehas overall responsibility for the Company’s customer strategy and building the Company’s brand. Ms. Radin leads the marketing and communications team which includes brand aroundmanagement and advertising, digital and multichannel programs, marketing for the customer experience – both internallyCompany’s core life insurance and externally. She partnersretirement savings areas, insights and analytics and communications. In addition, she works closely with the Financial Protection & Wealth Management and Retirement SavingsAXA on global marketing teams to develop and implement marketing strategies aimed at growing the business and building brand awareness in targeted customer segments using a variety of media.strategies. Prior to joining AXA Equitable, Ms. Radin was Executive Vice President and Chief Innovation Officer at E*TRADE, where she was responsible for identifying trends and opportunities in the financial services industry and for developing new sources of growth through broader and deeper relationships. Before joining E*TRADE in 2010, Ms. Radin served in several senior management positions at Reader’s Digest Association, Citigroup, Dime Bancorp and American Express.

Mr. SilverSharon Ritchey, Senior Executive Director and Chief Operating Officer

Ms. Ritchey, age 55, joined AXA Equitable in 1986November 2013 and has beencurrently serves as Senior Executive Director and Chief Operating Officer. Ms. Ritchey is responsible for operations and technology, including customer service centers, with an emphasis on leveraging AXA’s global reach and optimizing organizational nimbleness and flexibility in the U.S. market. Prior to joining AXA Equitable, Ms. Ritchey was Executive Vice President Chief Administrative Officerof the Retirement Plans Group at The Hartford. Ms. Ritchey joined The Hartford in 1999 and served in several roles of increasing responsibility throughout her tenure, including leading global operations and technology for the life business, and serving as chief operating officer of the U.S. wealth management, the North American property and casualty, and the affinity personal lines businesses, respectively. Prior to joining The Hartford, Ms. Ritchey spent four years in senior marketing and six sigma leadership roles at GE Capital, and got her start at Citi, with roles of increasing responsibility across the company’s retail, banking and customer service divisions.

Robert O. (“Bucky”) Wright, Senior Executive Director and Head of Wealth Management

Mr. Wright, age 59, joined AXA Equitable in 2004 and currently serves as Senior Executive Director and Head of Wealth Management. Mr. Wright also serves as the Chairman and Chief Legal Officer of AXA Equitable since January 2010 and of AXA Financial since May 2010. Mr. Silver oversees the Funds Management Group, Information Technology, the Strategic Initiatives Group and the Law Department. From 1991 through 1994, he was President and Chief OperatingExecutive Officer of AXA Advisors. As the Head of Wealth Management, Mr. Silver returnedWright is responsible for driving profitable revenue growth as well as increasing capacity by growing the Company’s sales force. In addition to expanding beyond the Law DepartmentCompany’s current markets and distribution platform, the focus is targeted on the development of new and experienced financial professionals, management, and hiring. Within wealth management are retail operations, communications, marketing and merchandising, advanced markets sales support, and training and educational programs for the Company’s financial professionals. Mr. Wright joined the Company in 19952004 as part of the acquisition of The MONY Group by AXA Financial. Mr. Wright began his career with MONY in 1976 as a financial professional and held a seriesvariety of field management positions becoming General Counsel of AXA Equitable in 1999 and Executive Vice President and General Counsel of AXA Financial in 2001.throughout his tenure with the company.

CORPORATE GOVERNANCE

Board of Directors

The Board holds regular quarterly meetings, generally in February, May, September, and November of each year, and holds special meetings or takes action by unanimous written consent as circumstances warrant. The Board has standing Executive, Audit, Organization and Compensation, and Investment Committees, each of which is described in further detail below. Of the Directors, only Mr. de Oliveira attended fewer than 75% of the aggregate of all Board and committee meetings which he was entitled to attend in 2011.

Committees of the Board

The Executive Committee of the Board (“Executive Committee”) is currently comprised of Mr. Pearson (Chair), Mr. de Castries, Mr. Duverne, Mr. Hamilton and Mr. Vaughan. The function of the Executive Committee is to exercise the authority of the Board in the management of the Company between meetings of the Board with the exceptions set forth in the Company’s By-Laws. The Executive Committee held no meetings in 2011.2013.

The Audit Committee of the Board (“Audit Committee”) is currently comprised of Mr. Vaughan (Chair), Ms. Fallon-Walsh, Mr. Hale and Mr. Suleiman.Scott. The primary purposes of the Audit Committee are to: (i) provideassist the Board of Directors in its oversight in connection with (1) management’s conduct of the Company’s(1) adequacy and effectiveness of the internal control and risk management frameworks, (2) financial reporting process (2) management’s development and maintenancethe integrity of systems of internal accountingthe publicly reported results and disclosures made in the financial controls,statements and (3) the

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effectiveness and performance of AXA Equitable’sthe internal audit function and (4)external auditors and the workindependence of the outside auditor engaged for purposes of the annual audit of AXA Equitable’s financial statements;external auditor; (ii) approve (1) the appointment, compensation and retention of the outsideexternal auditor in connection with the annual audit and (2) the audit and non-audit services

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to be performed by the outsideexternal auditor and (iii) resolve any disagreementdisagreements between management and the outsideexternal auditor regarding financial reporting. The Board has determined that each of Messrs. Vaughan, Hale and HaleScott is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. The Board has also determined that each member of the Audit Committee is financially literate. The Audit Committee met eight times in 2011.2013.

The Organization and Compensation Committee of the Board (“OCC”) is currently comprised of Ms. Slutsky (Chair), Ms. GoinsFallon-Walsh, Mr. Hale and Mr. Hale.Scott. The primary purpose of the OCC is to: (i) recommend to the Board individuals to become Board members and the composition of the Board and its Committees; (ii) recommend to the Board the selection of executive management and to receive reports on succession planning for executive management; and (iii) be responsible for general oversight of compensation and compensation related matters. The OCC held five meetings in 2011.2013.

The Investment Committee of the Board (“Investment Committee”) is currently comprised of Mr. Hamilton (Chair), Mr. de Castries, Ms. Fallon-Walsh, Mr. Hale Mr. McMahon and Mr. Vaughan. The primary purpose of the Investment Committee is to oversee the investments of the Company by (i) taking actions with respect to the acquisition, management and disposition of investments and (ii) reviewing investment risk, exposure and performance, as well as the investment performance of products and accounts managed on behalf of third parties. The Investment Committee met four times in 2011.2013.

Independence of Certain Directors

Although not subject to the independence standards of the New York Stock Exchange, as a best practice we have applied the independence standards required for listed companies of the New York Stock Exchange to the current members of the Board of Directors. Applying these standards, the Board of Directors has determined that Mr. de Oliveira, Ms. Goins,Fallon-Walsh, Mr. Hale, Mr. Hamilton, Mr. Scott, Ms. Slutsky Mr. Suleiman and Mr. Vaughan are independent.

Code of Ethics

All of our officers and employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, are subject to the Policy Statement on Ethics (the “Code”), a code of ethics as defined under Regulation S-K.

The Code complies with Section 406 of the Sarbanes-Oxley Act of 2002 and is available on our website at www.axa-equitable.com.www.axa.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers from provisions of the Code that apply to our chief executive officer, chief financial officer and chief accounting officer by posting such information on our website at the above address. To date, there have been no such amendments or waivers.

Section 16(a) Beneficial Ownership Reporting Compliance

Not applicable.

 

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Part III, Item 11.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we provide an overview of the goals and principal components of our executive compensation program and describe how we determine the compensation of our “Named Executive Officers.” For 2011,2013, our Named Executive Officers were:

 

Mark Pearson,, Chairman of the Board, President and Chief Executive OfficerOfficer. Mr. Pearson became President effective close of business on September 12, 2013

 

Richard S. Dziadzio,Anders B. Malmstrom, Senior Executive Vice PresidentDirector and Chief Financial Officer

 

Salvatore F. Piazzolla,Nicholas B. Lane, Senior Executive Vice PresidentDirector and Head of U.S. Life and Retirement

 

Andrew McMahon, PresidentSalvatore F. Piazzolla, Senior Executive Director and Chief Human Resources Officer

 

Richard V. Silver,Robert O. (“Bucky”) Wright, Senior Executive Vice President, Chief Administrative OfficerDirector and Chief Legal Officer (retiring effective May 1, 2012)Head of Wealth Management

 

Nick Lane, Senior Executive ViceAndrew McMahon, President and President, Retirement Savings since February 2011

Jamie Shepherdson, Senior Executive Vice President and President, Retirement Savings through January 2011 (retired)until close of business on September 12, 2013

The details of each Named Executive Officer’s compensation may be found in the Summary Compensation Table and other compensation tables included in this Item 11.

Compensation Philosophy and Strategy

Overview

The overriding goal of our executive compensation program is to attract, retain and motivate top-performing executive officers who will dedicate themselves to the long-term financial and operational success of AXA Equitable and its parent, AXA Financial, Inc., as well as our ultimate parent and shareholder, AXA. To this end, we have structured the program to foster a pay-for-performance management culture by:

 

providing total compensation opportunities that are competitive with the levels of total compensation available at the large diversified financial services companies with which we most directly compete in the marketplace;

 

making performance-based variable compensation the principal component of executive pay to drive superior performance by basing executive officers’ financial success on the financial and operational success of AXA Financial Group’s insurance-related businesses (“AXA Financial Life and Savings Operations”);

 

setting performance metrics and objectives for our variable compensation arrangements that reward executives for attaining both annual targets and medium-range and long-term business objectives, thereby providing individual executives with the opportunity to earn above-average compensation by achieving above-average results;

 

establishing equity-based arrangements that align our executives’ financial interests with those of our ultimate parent and shareholder, AXA by ensuring our executives have a material financial stake in the rising equity value of AXA and the business success of its affiliates; and

 

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structuring compensation packages and outcomes to foster internal equity.

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Compensation Components

To support this pay-for-performance strategy, our total compensation program provides a mix of fixed and variable compensation components that bases the majority of each executive’s compensation on our success and on an assessment of each executive’s overall contribution to that success.

Fixed Component

The fixed compensation component of our total compensation program, base salary, falls within the market median of the large financial services companies that are our major competitors and is meant to fairly and competitively compensate our executives for their positions and the scope of their responsibilities.

Variable Components

The variable compensation components of our total compensation program, our short-term incentive compensation program and our equity-based awards, give our executives the opportunity to receive compensation that isat the median of the market if they meet various corporate and individual financial and operational goals and at above the market average offered by our competitors by succeeding at various corporate and individual financial and operational performance objectives.if they exceed their goals. The variable compensation components measure and reward performance with short-term, medium-term and long-term focuses.

Our short-term incentive compensation program focuses our executives on annual corporate and business unit goals that, when attained, drive our global success over the long-term.success. It also serves as our primary means for differentiating, recognizing and most directly rewarding individual executives for their personal achievements and leadership.leadership based on both qualitative and quantitative results.

Our equity-based awards are structured to reward both medium-term and long-term value creation. Performance unit and performance share awards serve as our medium range incentive, with three-year vesting schedules and payouts in cash.schedules. Our stock options, on the other hand, are intended to focus our executives on a longer time horizon. Stock options are typically granted with vesting schedules of four years and terms of 10 years so that they effectively merge a substantial portion of each executive’s compensation with the long-term financial success of AXA. We are confident that such a direct alignment of the long-term interests of our executives with those of AXA, combined with the vesting termsmulti-year time-vesting and performance periods of such awards, promotes executive retention, focuses our executives on gearing their performances to long-term value-creation strategies and discourages excessive short-term risk-taking.

How Compensation Decisions Are Made

Role of the AXA Board of Directors

The global framework governing the executive compensation policies for AXA Group and its U.S. subsidiaries, including AXA Equitable, is set and administered at the AXA level through the operations of AXA’s Board of Directors. The AXA Board of Directors (i) oversees the activities of AXA, (ii) reviews the compensation policies that apply to executives of AXA Group worldwide, which are then adapted to local law, conditions and practices by the boards of directors and compensation committees of AXA’s subsidiaries, and (iii) sets annual caps on equity-based awards and reviews and approves all AXA equity-based compensation programs prior to their implementation, which it does in accordance with French laws that govern equity-based compensation.

The Compensation and Human ResourcesGovernance Committee of the AXA Board of Directors is responsible for reviewing the compensation of key executives of the AXA Group, including Mr. Pearson. The Compensation and Human ResourcesGovernance Committee also recommends to the AXA Board of Directors the amount of equity-based awards to be granted to the members of the Management Committee, an internal committee established to assist the Chairman and Chief Executive Officer of AXA with the operational management of the AXA Group. Mr. Pearson is a member of the Management Committee. As of April 27,

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2011, theThe Compensation and Human ResourcesGovernance Committee wasis exclusively composed entirely of directors who were determined to be independent by the AXA Board of Directors in accordance with the criteria set forth in the AFEP/MEDEF Code (a code of corporate governance principles issued by the French Association of Private Companies (Association Française des Entreprises Privées-AFEP)es - AFEP) and the French Confederation of Business Enterprises (Mouvement des Entreprises de France-MEDEF))France - MEDEF). The Vice-Chairman of the Board of Directors - Lead Independent Director is associated with the Committee’s work, even if not a member of the Committee, and presents the compensation policies of AXA each year at the AXA shareholder meeting.

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Role of the Organization and Compensation Committee of the Board of Directors of AXA Equitable

Within the global framework of executive compensation policies that AXA has established, direct responsibility for overseeing the development and administration of the executive compensation program for AXA Equitable falls to the Organization and Compensation Committee (the “OCC”) of the Board of Directors of AXA Equitable (the “Board of Directors”). The OCC consists of threefour members, all of whom were determined to be independent directors by the Board of Directors under New York Stock Exchange standards as of February 9, 2012.27, 2014. In implementing AXA’s global compensation program at the entity level, the OCC is aided by the Chairman and Chief Executive Officer of AXA who, while not a formal member of the OCC, is a member of the Board of Directors and participates in the OCC’s deliberations related to compensation issues and assists in ensuring coordination with AXA’s global compensation policies.

The OCC is primarily responsible for general oversight of compensation and compensation related matters, including reviewing new benefit plans, equity-based plans and the compensation practices of AXA Equitable and its subsidiaries to ensure they support AXA Equitable’s business strategy and meet the objectives set by AXA for its global compensation policy. In particular, the OCC of AXA Equitable is responsible for:

 

evaluating the performance of the Named Executive Officers and recommending to the Board of Directors their compensation, including their salaries and variable compensation;

supervising the policies relating to compensation of officers and employees; and

reviewing and approving corporate goals and objectives included in variable compensation arrangements and evaluating seniorexecutive management performance in light of those goals and objectives.

Following its review and discussion, the OCC submits its compensation recommendations to the Board of Directors for its discussion and approval. Pursuant to the provisions of the New York Insurance Law, the Board of AXA EquitableDirectors must approve the compensation of all principal officers of AXA Equitable and comparably paid employees. As of February 9, 2012,27, 2014, all of the Named Executive Officers were principal officers or comparably paid employees, with the exception ofexcept for Mr. LaneMcMahon and Mr. Shepherdson.Wright.

Role of the Chief Executive Officer

Our Chief Executive Officer, Mr. Pearson, assists the OCC in its review of the total compensation of all the Named Executive Officers except himself. HeMr. Pearson provides the OCC with his assessment of their performances relative to the corporate and individual goals and other expectations set for them for the preceding year. HeBased on these assessments, he then provides his recommendations for each Named Executive Officer’s total compensation and the appropriate goals for each in the year to come. However, the OCC is not bound by his recommendations.

Other than the Chief Executive Officer, no Named Executive Officer plays a decision-making role in determining the compensation of any other Named Executive Officer. As Chief Human Resources Officer, Mr. Piazzolla plays an administrative role as described below in “Role of AXA Equitable Human Resources.”

Role of AXA Equitable Human Resources

AXA Equitable Human Resources supports the OCC’s work on executive compensation matters, being responsible for many of the organizational and administrative tasks that underlie the compensation review and determination process and making presentations on various topics. Human Resources’ efforts include, among other things:

 

suggesting appropriate peer groups for the approval of the OCC, and updating existing selections;

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evaluating the compensation data from peer groups, national executive pay surveys and other sources for the Named Executive Officers and other officers as appropriate;

 

gathering and correlating performance ratings and reviews for individual executive officers, including the Named Executive Officers;

 

reviewing executive compensation recommendations against appropriate market data and for internal consistency and equity; and

 

reporting to, and answering requests for information from, the OCC.

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Human Resources officers also coordinate and share information with their counterparts at our ultimate parent company, AXA, and take part in its annual comprehensive review of the total compensation of executive officers, as described below in the section entitled “Executive Compensation Review.”

Role of Compensation Consultant

Towers Watson has been retained by AXA Equitable to serve as an executive compensation consultant. Towers Watson provides various services including advising senior management on various issues relating to our executive compensation practices and providing market information and analysis regarding the competitiveness of our total compensation program.

During 2011,2013, Towers Watson performed the following specific services for senior management:

 

prepared a comparative review of the total compensation of Mr. Pearson against that received by chief executive officers at peer companies;

 

provided periodic updates on legal, accounting and other developments and trends affecting compensation and benefits generally and executive compensation specifically;

 

offered a competitive review of total compensation (including base salary, targeted and actual annual incentives, annualized value of long-term incentives, welfare orand retirement benefits) against selected peer companies, covering specific groups of executive and director positions; and

 

assisted in analyzing general reports published by third party national compensation consultants on corporate compensation and benefits.

The seniorAlthough executive management of Human Resources of AXA Equitable has full authority to approve all fees paid to Towers Watson, determine the nature and scope of its services, evaluate its performance and terminate its engagement upon 30 days’ written notice to Towers Watson.Watson, the OCC reviewed the services to be provided by Towers Watson in 2013 as well as the related fees. The OCC also met with Towers Watson in 2013 to discuss current market trends in executive compensation. The total amount of fees paid to Tower Watson by AXA Equitable in 20112013 was approximately $176,697$163,430 (including $54,861 for both executive compensation consultingsupport, $37,800 for broad-based employee compensation support and support$70,769 for a performance review system.talent management). AXA Equitable also paid fees to Towers Watson for actuarial services unrelated to its compensation programs. AXA and other AXA affiliates may also pay fees to Towers Watson for various services.

Use Of Competitive Compensation Data

Because we compete most directly for executive talent with other large diversified financial services companies, we regard it as essential to regularly review the competitiveness of our total compensation program for our executives to ensure that we are providing compensation opportunities that compare favorably with the levels of total compensation offered to similarly situated executives by our peer companies. We use a variety of sources of compensation information to benchmark the competitive market for our executives, including our Named Executive Officers.

For certain of our Named Executive Officers, our primary sources are compensation data compiled from peer groups of our business competitors, with different sources used for different officers depending on the availability of relevant data.

 

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Mr. PearsonPrimary Compensation Data Source

Mr. Pearson’s peer group currently includes the following companies:

AFLAC

MetLife, Inc.

Ameriprise

Principal Financial Group, Inc.

Genworth Financial

Prudential Financial, Inc.

Hartford Financial Services

Sun Life Financial

Lincoln National Corp.

Mr. Pearson’s compensation is compared to two groups of executives within the peer group as follows:

CEO Peer Group: This group includes the CEOs of the companies in the peer group. A discount is applied to the data to reflect the subsidiary status of AXA Equitable. Specifically, a 15% discount is applied to cash compensation, a 30% discount is applied to long-term incentive compensation and a 20% discount is applied to total compensation; and

President/Division CEOs: This group includes the “seconds” of the companies in the peer group or Presidents and CEOs of their subsidiaries. There is no discount applied to this group.

OtherFor all Named Executive Officers,

For Mr. McMahon, Mr. Silver, Mr. Dziadzio and Mr. Piazzolla, we currently rely primarily on the Tower Watson U.S. Diversified Insurance Study of Executive Compensation (“Towers Watson DIS”) for information to compare their total compensation to the total compensation reported for multi-line business executives, top legal executives, top financial executives and top human resources executives, respectively,equivalent executive officer positions, paid by peer groups of companies that included:

 

 

Aegon USAAFLAC

 

ING

  

Phoenix Companies

  
 

AFLACAIG

 

John Hancock

  

Principal Financial Group, Inc.

  

AIG, Inc.

Lincoln National Corp.

Prudential Financial, Inc.

  
 

Allstate

Lincoln Financial

Prudential Financial

CIGNA

 

Massachusetts Mutual

  

Securian Financial

  
 

American United LifeCNO Financial

 

MetLife Inc.

  

Sun Life Financial

  
 

CIGNAGenworth Financial

 

Nationwide

  

Thrivent Financial

  

CNO Financial

New York Life, Inc.

TIAA-CREF

Genworth Financial

Northwestern Mutual

Unum Group

  
 

Guardian Life

 

PacificNew York Life Inc.

  

USAATIAA-CREF

  
 

Hartford Financial Services

 

Northwestern Mutual

Transamerica

OneAmerica Financial

Unum Group

Pacific Life

USAA

    

For Mr. Lane, we also rely primarily on the Towers Watson DIS for information to compare his total compensation to the total compensation reported for a combination (weighted equally) of the multi-line business executives and top individual annuity line executives.

Other Compensation Data Sources

We supplement the above U.S. compensation data sourcessource with additional information from general surveys of corporate compensation and benefits published by various national compensation consulting firms. We also participate in surveys conducted by Mercer, McLagan Partners, Towers Watson and LOMA Executive Survey to benchmark both our executive and non-executive compensation programs.

All these information sources are employed to measure and compare actual pay levels not only on an aggregate,a total compensation basis but also by breaking down our total compensation program component by component to review and

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compare specific compensation elements as well as the particular mixes of fixed versus variable, short-term versus long-term and cash versus equity-based compensation at our peer companies. This information, as collected and reviewed by Human Resources, is submitted to the OCC for review and discussion.

Pricing Philosophy

We design our compensation practices with the aid of the market data to target the compensation of each Named Executive Officer at the median for the fixed component of compensation and at the 50th to 75th percentiles for total compensation with respect to the pay for comparable positions at the appropriate peer group. Our analysis takes into account certain individual factors such as the specific characteristics and responsibilities of a particular Named Executive Officer’s position as compared to similarly situated executives at peer companies. Differences in the amounts of total compensation for our Named Executive Officers in 20112013 resulted chiefly from differences in each executive’s level of responsibilities, tenure, performance and appropriate benchmark data as well as general considerations of internal consistency and equity.

Executive Compensation Review

In addition to the foregoing processes, each year AXA Human Resources conducts a comprehensive review of the total compensation paid to the top approximately 300200 executives of AXA Group worldwide, including all the Named Executive Officers except Mr. Pearson since compensation of the members of AXA’s Management Committee areis reviewed separately by the Compensation and Human ResourcesGovernance Committee of the AXA Board of Directors. The Chairman and Chief Executive Officer of AXA and the Deputy Chief Executive Officer of AXA participateManagement Committee participates in this review which focuses on the executives’ performance over the last year and the decisions made about their compensation in light of those performances. The Chief Executive Officer of AXA Equitable and AXA Equitable Human Resources participate in the portion of the review relatingprovides detailed information to AXA Equitable executives.Human Resources in preparation for the review.

Components Of The Total Rewards For Our Executive Officers

We provide a Total Rewards Program for our Named Executive Officers that consists of six components. These components include the three components of our total compensation program (i.e., base salary, short-term incentive compensation and equity-based awards) as well as: (i) retirement, health and other benefit programs, (ii) severance and change-in-control benefits and (iii) perquisites.

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Base Salary

The primary purpose of base salary is to compensate each Named Executive Officer fairly based on the position held, the Named Executive Officer’s career experience, the scope of the position’s responsibilities and the Named Executive Officer’s own performance, all of which are reviewed with the aid of market survey data. Using this data, we maintain a 50th50th percentile pricing philosophy, comparing our base salaries against the median for comparable salaries at peer companies, unless exceptional conditions require otherwise (for example, Mr. Piazzolla’s initial base salary was set at a higher level to match his compensation at his prior employer and to include an additional amount in lieu of providing Mr. Piazzolla with a housing allowance; Mr. Malmstrom’s base salary includes an additional amount in lieu of providing Mr. Malmstrom with a housing or education allowance). or a Named Executive Officer’s experience and tenure warrant a lower initial salary with an adjustment to market over time. Once set, we usually do not increase base salaries for the Named Executive Officers, except to reflect a change in job responsibility.responsibility, a sustained change in the market compensation for the position or a market adjustment for a Named Executive Officer whose initial base salary was set below the 50th percentile.

Mr. Pearson is the only Named Executive Officer with an employment agreement. Under this agreement, Mr. Pearson’s employment will continue until he is age 65 unless the employment agreement is terminated earlier by either party on 30 days’ prior written notice. Mr. Pearson is entitled to a minimum rate of base salary of $1,150,000 per year, except that his rate of base salary may be decreased in the case of across-the-board salary reductions similarly affecting all officers with the title of Executive Vice PresidentDirector or higher. In setting Mr. Pearson’s base salary, the Companycompany included an additional amount in lieu of providing Mr. Pearson with a housing allowance.

In 2011, none of2013, all the Named Executive Officers except Mr. McMahon, received an increase in their annual rate of base salary.salary to offset a reduction in certain fringe benefits as follows: Mr. Pearson ($75,000), Mr. Malmstrom ($20,000), Mr. Piazzolla ($25,000), Mr. Lane ($25,000), Mr. Wright ($20,000) and Mr. McMahon ($50,000). In addition, during 2013, Mr. Lane received an increase in his annual rate of $100,000base salary of $175,000 to reflect his promotion to President.both a market adjustment and a change in job responsibility as he became responsible for all lines of business in September 2013.

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The base salaries earned by the Named Executive Officers in 20112013 (and in the prior two fiscal years) are reported in the Summary Compensation Table included in this Item 11.

Short-Term Incentive Compensation Program

Annual variable cash awards for the Named Executive Officers are available under The AXA Equitable Short-Term Incentive Compensation Program for Senior Officers (the “STIC Program”).

The purpose of the STIC Program is to:

 

align incentive awards with the company’s strategic objectives and reward employees based on both company and individual performance;

enhance the performance assessment process with a focus on accountability;

establish greater compensation differentiation based on performance;

provide competitive total compensation opportunities; and

attract, motivate and retain top performers.

The STIC Program awards are typically made in February each year, following review of each participant’s performance and achievements over the course of the preceding fiscal year. Awards can vary from year to year, and differ by participant, depending primarily on the business and operational results of AXA Group and AXA Financial Life and Savings Operations, as measured by the performance objectives under the STIC Program and certain qualitative measures as well as the participant’s individual contributions to those results. No individual is guaranteed any award under the STIC Program, except for certain limited guarantees for new hires (including, for 2011, Mr. Pearson as described below).hires.

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Individual Targets

Initially, individual target awards are assigned to each STIC Program participant based on evaluations of competitive market data for his or her position. These individual award targets are reviewed each year and may be increased or decreased, but generally remain constant from year to year unless there has been a significant change in the level of the participant’s responsibilities or a proven and sustained change in the market compensation for the position. For 2011, Mr. Pearson had a guaranteed minimum target of 170% of his base salary pursuant to his employment agreement.

STIC Program Pool

All the money available to pay STIC Program awards to participants other than Mr. Pearson comes from, and is limited by, a cash pool (the “STIC Pool”) from which the awards of all the participants under the STIC Program are paid. The size of this pool is determined each year by a formula under which the sum of all the individual award targets established for all STIC Program participants for the year is multiplied by a funding percentage (the “Funding Percentage”). The Funding Percentage is initially based on adetermined by combining the individual performance percentage that measures the combined performance of AXA Group andpercentages for AXA Financial Life and Savings Operations (weighted 90%) and AXA Group (weighted 10%) which measure their performance against certain financial and other targets (the “Performance Percentage”).targets. The performance of the Investment Management segment of AXA Equitable is not considered for this purpose since it reports the business of AllianceBernstein, the officers of which do not participate in the STIC Program. AllianceBernstein maintains separate compensation plans and programs.

After the Performance Percentageperformance percentage for AXA Financial Life and Savings Operations is determined, it may be adjusted positively or negatively by the Chairman and Chief Executive Officer of AXA,Management Committee, as described below, before being combined with the AXA Group performance percentage to arrive at the Funding Percentage.

Performance Percentage

The performances of AXA Group and AXA Financial Life and Savings Operations are given different weightings when determining the Performance Percentage. For each 2011Mr. Pearson’s STIC Program participant, including allaward is determined independently of the Named Executive Officers except Mr. Pearson, the performances of AXA GroupSTIC Program Pool and AXA Financial Life and Savings Operations were weighted

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10% foris based 20% on AXA Group’s performance and 90% for AXA Financial Life and Savings Operations. For Mr. Pearson, the weightings were 30% and 70%, respectively, to reflect(which reflects his broader range of performance responsibilities within AXA Group worldwide as a member of the Management Committee.Committee), 30% on the performance of AXA Financial Life and Savings Operations and 50% on his individual performance.

Performance Percentages

Various performance objectives are established for each of AXA Group and AXA Financial Life and Savings Operations, and a target is set for each one. Each performance objective is separately subject to a 150% cap and a 50% cliff. For example, if a particular performance objective is weighted 15% for AXA Financial Life and Savings Operations, 15% will be added to the overall performance percentage for AXA Financial Life and Savings Operations if that target is met, regardless of AXA Financial Life and Savings Operations’ performance on its other objectives. If the target for that performance objective is exceeded, the amount added to the overall performance percentage for AXA Financial Life and Savings Operations will be increased up to a maximum of 22.5% (150% x 15%). If the target for the performance objective is not met, the amount added to the performance percentage will be decreased down to a threshold of 7.5% (50% x 15%). If performance is below the threshold for a performance objective, 0% will be added to AXA Financial Life and Savings Operations’ overall performance percentage.

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AXA Financial Life and Savings Operations - The following grid presents the targets for each of the performance objectives used to measure the performance of AXA Financial Life and Savings Operations in 2011,2013, along with their relative weighting.weightings. The performance objectives for AXA Financial Life and Savings Operations and their relative weightings are standardized for AXA Group life and savings companies in mature markets worldwide and, accordingly, are not measures calculated and presented in accordance with generally accepted accounting principles in the United States.

 

AXA Financial Life and Savings Operations Performance Objectives

      Weighting           Target(1)             Weighting                 Target         (1)

Underlying earnings(2)

   50.0%     715     40.0 %      543    

Economic expenses(3)

   15.0%     1,474     10.0 %      1,190    

Operating return on European embedded value(4)

   20.0%     10.6

Customer Centricity(5)

    

Gross Written Premiums(4)

   15.0 %      2,700    

Operating free cash flow(5)

   20.0 %      469    

Customer Centricity(6)

     

Customer Scope

   10.0%     81.0   10.0 %      83.2%-84.2%    

Brand Preference

   5.0%     34.0

Total Aided Awareness

   5.0 %      21.5%-24.5%    

 

(1) 

TheAll numbers for underlying earnings and economic expenses are in millions of U.S. dollars.

 

(2) 

“Underlying earnings” means net income excluding net realized capital gains (losses), goodwill and related intangibles, profit and loss on financial assets under the fair value option, derivatives and exceptional operations. Underlying earnings is measured using International Financial Reporting Standards (“IFRS”) since AXA uses IFRS as its principal method of accounting.

 

(3) 

“Economic expenses” means various controllable expenses as determined by AXA.

 

(4) (4)

Operating return on European embedded value”Gross Written Premiums” means the growth of European embedded value over the course of atotal premiums (first year (including the impact of: (a) differences in operational experience from expected, (b) assumption changes and (c) the value of business added during the year) as a percentage of European embedded value at the beginning of the year. “European embedded value” is the expected future profits generated from the assets and liabilities of all in-force business in today’s dollars.premiums plus renewal premiums) for pure life insurance protection business.

 

(5) 

“Operating Free Cash Flow” means the ability to generate dividends (distributable earnings for shareholders).

(6)

“Customer Centricity” is comprised of two components – Customer Scope and Brand Preference.Total Aided Awareness. Generally, Customer Scope measures customers’ overall satisfaction with AXA Equitable and Brand Preference measures customers’ intention to buy additional products from AXA Equitable based on a weighted average of the percentage of favorable responses received for a certain customer survey questions.question. Total Aided Awareness measures brand awareness among a representative sample of U.S. consumers based on the percentage of favorable responses received for a certain market research survey question.

Since the performance objectives are meant to cover only the key performance indicators for a year, there are generally no more than five objectives. The performance objectives are determined based on AXA’s strategy and focus and may change from year to year as different metrics may become more relevant. For example, the weighting of operating free cash flow was increased for the 2013 STIC Program grid from 15% to 20% to reflect the importance of cash flow generation and the weighting of customer centricity has increased over the last few years as AXA Group has developed a global strategy of becoming more customer-focused. Also, operating return on short-term economic capital was removed from the 2013 STIC Program objectives to align with industry practice and Gross Written Premiums was added to align with AXA’s strategy to focus on the life and health insurance protection businesses to rebalance its risk profile. Similarly, Brand Preference was replaced with Total Aided Awareness since it is more directly linked to AXA Financial’s new brand strategy. Underlying earnings is generally the most highly weighted performance objective since we believe that underlying earnings is the strongest indicator of performance for a year and should be the dominant metric to determine an executive’s annual incentive income. Operating return

AXA Group -- AXA Group’s performance is primarily based on European embedded value is includedunderlying earnings per share (65%). Return on equity (20%) and customer scope (15%) are also considered. For this purpose, “return on equity” means the ratio of the change in available financial resources for a year to establish focus not only on new business value, but also value generated from in-force business.the average short-term economic capital. Short-term economic capital measures the portion of the available financial resources that could be lost in a year if a 1 in 200 year “shock” were to occur.

 

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AXA Group - WhileAdjustment by the Management Committee

As stated above, the performance objectivespercentage for AXA Financial Life and Savings Operations reflect the key performance indicators at an operating company level, the performance objectives for AXA Group reflect the key financial metrics driving shareholder value as recognized by the financial markets. For example, return on equity is used in place of operating return on European embedded value to put a greater focus on capital. Also, underlying earnings per share is used in lieu of underlying earnings since it is a critical measure of value to AXA Group’s shareholders.

The following grid presents the targets for each of AXA Group’s performance objectives in 2011, along with their relative weighting:

AXA Group Performance Objectives

      Weighting               Target         

Underlying earnings per share

   65.0%     1.65 euro/share      

Return on equity(1)

   20.0%     18.0%  

Customer Scope(2)

   15.0%     79.2%  

(1)

“Return on equity” means the ratio of the change in available financial resources for a year to the average short-term economic capital. Short-term economic capital measures the portion of the available financial resources that could be lost in a year if a 1 in 200 year “shock” were to occur.

(2)

“Customer Scope” for AXA Group represents the combined Customer Scope results for AXA affiliates worldwide.

Adjustment by AXA Group Chief Executive Officer

As stated above, the Performance Percentage may be adjusted by the Management Committee before being combined with AXA’s Chairman and Chief Executive Officerperformance percentage to arrive at the Funding Percentage. This adjustment reflects AXA Equitable’sFinancial Life and Savings Operations’ performance against other qualitative goals set by AXA at the beginning of the year and may increase or decrease the Performance Percentage by 15.0%15%, subject to an overall cap of 150.0%150% for the Funding Percentage. For 2011,2013, these other qualitative goals included a wide range of customer centricity, employee engagementtrust and achievement, efficiency and other major strategic initiatives set at the beginning of the year. With respect to 2011, AXA’s Chairman and Chief Executive Officer2013, the Management Committee made a positivenegative adjustment based on his subjective evaluation of AXA Equitable’s performance5.5%, primarily due to life insurance sales for 2011, taking into account various accomplishments such as2013 being behind the development and communication of a number of differentiating proof points and value propositions for targeted customer segments, the continued deployment of the company’s employee innovation award program with a 20% increase in applications and the roll-out of the company’s Noble Purpose initiative.2013 plan.

Individual Determinations

Once the STIC Pool is determined, it is allocated to participants in the STIC Program based on their individual performance and demonstrated leadership behaviors. As stated above, no participant is guaranteed his or her target award or any award under the STIC Program except for certain limited guarantees for new hires (including, in 2011, Mr. Pearson as described below).hires. This section describes how the amountamounts of the STIC Program awards for the Named Executive Officers were determined.

The OCC reviewed the performance of each Named Executive Officer during 2011.2013 except Mr. McMahon since he entered into a separation agreement in September 2013 as described below under “Severance Arrangements.” Based on its subjective determination of each Named Executive Officer’s performance, the OCC made its recommendations as to the STIC Program award for each Named Executive Officer to the AXA Equitable Board of Directors who approved the final award amounts. In making its recommendations, the OCC took into account the factors that it deemed relevant, including the following accomplishments achieved in 20112013 and the Funding Percentage. The accomplishments included:

 

We continuedsuccessfully completed the sale of MONY Life Insurance Company (“MONY Life”) and the reinsurance of an in-force book of life insurance policies written by MONY America primarily prior to execute our program to offer a more balanced and diversified product portfolio, resulting in a significant portion2004 for cash consideration of our first year premiums and deposits coming from new and innovative products, allowing us to drive profitable growth while managing risk;approximately $1.06 billion;

We continued to take steps to reduce the risk associated with the in-force business including initiating a program to purchase from certain policyholders the GMDB and GMIB riders contained in their Accumulator® contracts which we believe is mutually beneficial to both the Company and policyholders who no longer need or want the GMDB and GMIB rider;

We continued to make solid progress in offering a more balanced, innovative and diversified product portfolio by introducing both Investment EdgeSM, our latest investment only variable annuity designed for clients who may want a cost-efficient variable annuity without the expense and complexity of guaranteed benefits and BrightlifeSM Protect, a type of universal life policy that offers a low cost structure and the flexibility to adjust to a policyholder’s changing needs;

We continued our effortsdeveloped a branding initiative intended to reduce volatilityhelp AXA Financial deliver on its strategy by introducing “AXA” as the single brand in the U.S. marketplace for all of AXA Financial’s advice, retirement and exposure on certain in-forcelife insurance lines of business;

We achieved $160 million of annualized savings;

We experienced improved results in our 2011 customer satisfaction surveyssignificant productivity savings through management actions including headcount and were selectedreal estate footprint reductions as a DALBAR 2011 Annuity Service Award winner;

We hired a significant amount of new financial professionals through our 2011 recruiting initiatives;well as lower spending across the organization; and

We continued our workto implement successful diversity initiatives resulting in transforming our culturea perfect score in the Human Rights Campaign’s Corporate Equality Index, being named one of the Top 25 Best Companies for Multicultural Women in Working Mother magazine and increasing employee engagement.being recognized as one of DiversityInc’s 25 Noteworthy Companies for Diversity.

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No specific weight was assigned to any particular factor and all were evaluated in the aggregate to arrive at the recommended STIC Program award for each of the Named Executive Officers.

Pursuant to his employment agreement, Mr. Pearson was eligible to receive a guaranteed award of no less than $1,773,216 under the STIC Program for 2011 and a target STIC opportunity for 2011 of no less than 170.0% of his base salary.

In addition to his STIC Program award for 2011, Mr. Piazzolla received a sign-on bonus of $150,000 in April 2011. The bonus is subject to recoupment in the event Mr. Piazzolla’s employment with AXA Equitable is terminated for any reason (other than death or job elimination) prior to one full year of employment.

The STIC Program awards earned by the Named Executive Officers in 20112013 (and in the prior two fiscal years) are reported in the Summary Compensation Table included in this Item 11.

Equity-Based Awards

Annual equity-based awards for our officers, including the Named Executive Officers, are available under the umbrella of AXA’s global equity program. The value of the equity-based awards is linked to the performance of AXA’s stock.

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The purpose of the equity-based awards is to:

align strategic interests of participants with those of our ultimate parent and shareholder, AXA;

provide competitive total compensation opportunities;

focus on achievement of medium-range and long-term strategic business objectives; and

attract, motivate and retain top performers.

Each year, AXA Equitable’s OCC submits to the AXA Board of Directors recommendations with respect to equity-based awards for officers, including the Named Executive Officers. The AXA Board of Directors approves individual grants as it deems appropriate.

EveryFor 2013, proposed grantgrants under AXA’s global equity program involvesinvolved a mix of two equity-based components: (1) AXA ordinary share options and (2) AXA performance units.shares. U.S. employees are granted AXA ordinary share options under the AXA Stock Option Plan for AXA Financial Employees and Associates (the “Stock Option Plan”) and are granted AXA performance unitsshares under the AXA International Performance UnitShare Plan (the “Performance Unit“International Performance Shares Plan”).

Both the Stock Option Plan and the International Performance UnitShares Plan are subject to the oversight of the AXA Board of Directors, which is authorized to approve all stock option and performance unitshare programs within AXA Group prior to their implementation within the global cap for grants authorized by AXA’s shareholders. The AXA Board of Directors is also responsible for setting the size of the equity pool each year, after considering the amounts authorized by shareholders for stock options (AXA’s shareholders authorize a global cap for option awards every 3three to 4four years) and the recommendations of chief executive officers or boards of directors of affiliates worldwide on the number of option and performance unitshare grants for the year. The pools are allocated annually among AXA Group affiliates based on each affiliate’s contribution to AXA Group’s financial results during the preceding year.year and with consideration for specific local needs (e.g., market competitiveness, consistency with local practices, group development).

The AXA Board of Directors sets the mix of performance unitsshares and stock optionoptions for individual grants, which is standardized through AXA Group worldwide. Since 2004 there has been an increasing reliance on performance shares or units over stock options in equity-based awards since performance shares and units avoidreduce the dilutive effects that accompany grants of stock options. The mix betweenIn 2013, equity grants were awarded entirely in performance units and stock options is generally more heavily weighted toward performance unitsshares at the senior and junior officer levels. For senior and executive officer grants, the proportionExecutive officers have continued to receive a portion of their grant in stock options, riseshowever, since stock options are a long-term award and AXA believes that seniorexecutive officers should have more of a long-term focus.

Equity-based awards are granted using dollar values. These dollar values are converted into euros using the U.S. dollar to euro exchange rate at the time of grant. The resulting euro grant value is then allocated between stock options and performance unitsshares in accordance with the mix determined by the AXA Board of Directors. The number of stock options is

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then determined by dividing the portion of the euro grant value allocated to the options by the value of one stock option at the grant date as determined using a Black-Scholes pricing methodology. The number of performance unitsshares is then determined by dividing the portion of the euro grant value allocated to the performance unitsshares by the value of one performance unit.share. For this purpose, the value of a performance unitshare is deemed to be equal to 2.5 times the value of a stock option at the grant date.option. Note that the stock option and performance unitshare values used in determining the amount of a grant are based on assumptions which differ from the assumptions used in determining an option’s or performance unit’sshare’s grant date fair value reflected in the Summary Compensation Table which is based on FASB ASC Topic 718.

20112013 Grants of Equity-Based Awards

On March 18, 2011,22, 2013, stock option and performance unitshares grants were made to the Named Executive Officers by the AXA Board of Directors taking into account the available equity pool allocation and based on a review of each officer’s potential future contributions, consideration of the importance of retaining the officer in his current position, a review of competitive market data relating to equity-based awards for similar positions at peer companies, as described above in the section entitled, “Use of Competitive Compensation Data,” and the recommendations of the AXA Equitable OCC.

Mr. Pearson was granted an equity-based award comprised of 55.0% stock options and 45.0% performance units. The number of stock options awarded was 137,500 and the number of performance units awarded was 45,000.

For the other Named Executive Officers, the equity-based award was comprised of 45.0%40% stock options and 55.0%60% performance units.shares. The amounts were as follows: Mr. DziadzioPearson received 53,698140,000 stock options and 26,25284,000 performance units.shares. Mr. Malmstrom received 34,934 stock options and 20,954 performance shares. Mr. Piazzolla received 27,96826,200 stock options and 13,67315,715 performance units.shares. Mr. Lane received 64,046 stock options and 38,416 performance shares. Mr. Wright received 26,200 stock options and 15,715 performance shares. Mr. McMahon received 100,68487,336 stock options and 49,22352,386 performance units. Mr. Silver received 53,698 stock options and 26,252 performance units. Mr. Lane received 33,561 stock options and 16,407 performance units. Mr. Shepherdson did not receive a grant due to his retirement.shares.

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Stock Options

The stock options granted to the Named Executive Officers on March 18, 201122, 2013 have a 10-year term and a vesting schedule of four years, with one-third of the grant vesting on each of the second, third and fourth anniversaries of the grant, provided that the last third will be exercisable from March 18, 201522, 2017 only if the AXA ordinary share performs at least as well as the DowJones Europe Stoxx Insurance Index over a specified period (this performance condition applies to all of Mr. Pearson’s options). The exercise price for the options is 14.7313.81 euro, which was the average of the closing prices for the AXA ordinary share on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 18, 2011.22, 2013.

In the event of a Named Executive Officer’s retirement, the stock options continue to vest and may be exercised until the end of the term, except in the case of misconduct. Accordingly, since Mr. Silver will retire, these stock options will not be forfeited due to any service condition.

Performance UnitsShares

The performance unitsshares granted to the Named Executive Officers on March 18, 201122, 2013 have a cliff vesting schedule of three years and will be settled in cash.shares.

A performance unitshare is a “phantom” share of AXA stock that, once earned and vested, provides the right to a payment equal to the value ofreceive an AXA ordinary share at the time of payment. Performance unitsshares are granted unearned. Under the 20112013 International Performance UnitShares Plan, the number of unitsshares that is earned is determined at the end of a two-year performance period starting on January 1, 20112013 and ending on December 31, 20122014 by multiplying the number of unitsshares granted by a percentage that is determined based on the performance of AXA Group and AXA Financial Life and Savings Operations over the performance period. If no dividend is paid by AXA for fiscal year 20112013 or fiscal year 2012,2014, the percentage will be divided in half.

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Performance Objectives - - AXA and AXA Financial Life and Savings Operations each have their own performance objectives under the 20112013 International Performance UnitShares Plan, with AXA Group’s performance over the two-year performance period counting for one-third and AXA Financial Life and Savings Operations’ performance over the same period counting for two-thirds toward the final determination of how many performance unitsshares a participant has earned. If performance targets are met, 100.0%100% of the performance unitsshares initially granted areis earned. Performance that exceeds the targets results in increases in the number of unitsshares earned, subject to a cap of 130.0%130% of the initial number of units.shares. Performance that falls short of targets results in a decrease in the number of unitsshares earned with a possible forfeiture of all units.shares. Since AXA uses IFRS as its principal method of accounting, the performance objectives are measured using IFRS. Accordingly, the performance objectives are not measures calculated and presented in accordance with generally accepted accounting principles in the United States.

For performance unitsshares granted under the 20112013 International Performance UnitShares Plan, the performance objectives are:

 

AXA Group (1/3 weight)

  

AXA Financial Life and Savings            

AXA Group (1/3 weight)

Operations (2/3 weight)

•  Net Income Per Share

  

•    Net Income(1) (weighted

(weighted 50%)

  •    Underlying earnings  

•  Underlying Earnings (weighted(weighted 50%)

 

(1) (1)

Net income means net income as determined under IFRS.

For AXA Group, net income per share is the key performance objective since it is aligned with shareholder dividends and provides differentiation from the STIC Program performance objectives. For AXA Financial Life and Savings Operations, underlying earnings is included as a performance objective since it measures operating performance.

Payout - The settlement of 20112013 performance unitsshares will be made in cashAXA ordinary shares on March 18, 201422, 2016 or on the immediately following day that is a business day if March 18, 201422, 2016 is not a business day. The units will be valued based on the average closing price of the AXA ordinary share on Euronext Paris SA during the last 20 trading days immediately preceding the settlement date and converted to U.S. dollars using the euro to U.S. dollar exchange rate as published by the European Central Bank (or equivalent institution in the absence thereof) on the trading day immediately preceding the settlement date.

The 2011 Performance Unit Plan provides that, in the case of retirement, a participant is treated as if he or she continued employment until the end of the vesting period. Accordingly, Mr. Silver will receive a payout under this plan even though he will retire prior to the end of the vesting period.

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Payout of 20092010 Performance Units in 20112013

In 2011,2013, the Named Executive Officers with the exception of Mr. Piazzolla and Mr. Lane received a payoutthe remaining 50% of their performance units under AXA’s 20092010 Performance Unit Plan. The payout of the units was 70% in cash and 30% in restricted AXA ordinary shares that are non-transferable for a period of two years, except in the case of termination of employment.cash.

The 20092010 Performance Unit Plan was similar to the 20112013 International Performance UnitShares Plan except that: (a) it had a vesting schedule of two years, with one hundred percent of the grant vesting on the second anniversary of the grant date, (b) the number of units earned was not determined at the end of a two-year performance period - rather, one-halfthat 50% of the units could be earned were vested after two years, on March 19, 2012, and the remaining 50% vested on March 19, 2013. Also, settlement was in each of 2010 and 2011; and (c) it had different performance objectives. For AXA,cash rather than stock. As in the performance objectives for the 20092013 International Performance UnitShares Plan, included underlying earnings (60% weighting), P&C revenues (15% weighting) and new business value (25% weighting). For AXA Financial Life and Savings Operations theand AXA Group each had their own performance objectives included underlying earnings (60% weighting) and new business value (40% weighting). AXA Group’s performance for each year ofunder the performance period counted for one-third and2010 Performance Unit Plan, with AXA Financial Life and Savings Operations’ performance for each year of theover a two-year performance period counted(i.e., January 1, 2010 through December 31, 2011) counting for two-thirds and AXA Group’s performance over the same period counting for one-third toward the final determination of how many performance units were earned each year.a participant earned. AXA Group’s performance was based on net income per share while AXA Financial Life and Savings Operations’ performance was based on net income (weighted 50%) and underlying earnings (weighted 50%). The performance percentage that was ultimately achieved under the plan was 94.4%77.28%.

Payout of 2007 AXA Miles Program in 2011

In 2007, eligible AXA Group employees worldwide were each granted 50 AXA miles. AXA miles were “phantom” shares of AXA stock that converted to actual AXA ordinary shares at the end of a four-year vesting period in June 2011. Each of Mr. Pearson and Mr. Lane received 50 AXA miles in 2007 and a payout of 52 AXA ordinary shares in 2011 (the number of AXA miles was adjusted to reflect a capital increase in 2009).

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Detailed information on the stock option and performance unitshare grants for each of the Named Executive Officers in 20112013 is reported in the 20112013 Grants of Plan-Based Awards Table included in this Item 11.

Other Compensation and Benefits

We believe a comprehensive benefits program that offers long-term financial support and security for all employees plays a critical role in attracting high caliber executives and encouraging their long-term service. Accordingly, we offer our employees, including our Named Executive Officers, a benefits program that includes group health and disability coverage, group life insurance and various deferred compensation and retirement benefits.

We review the program from time to time to ensure that the benefits it provides continue to serve our business objectives and remain cost-effective and competitive with the programs offered by other diversified financial services companies.

Tax-Qualified Retirement Plans

The following tax-qualified retirement plans are offered to eligible employees, including our Named Executive Officers:Officers, except Mr. Malmstrom who continues to participate in the Switzerland retirement fund:

AXA Equitable 401(k) Plan (the “401(k) Plan”).    AXA Equitable sponsors the 401(k) Plan, a tax-qualified defined contribution plan with a cash or deferred arrangement, for its eligible employees, including the Named Executive Officers.Officers except for Mr. Malmstrom. Eligible employees may contribute to the 401(k) Plan on a before tax, after-tax, or Roth 401(k) basis (or any combination of the foregoing), up to a percentage of annual eligible compensation as defined in the plan. Before-tax and Roth 401(k) contributions are subject to contribution limits ($16,50017,500 in 2011 and$17,000 in 2012)2013 and 2014) and compensation limits ($245,000255,000 in 20112013 and $250,000$260,000 in 2012)2014) imposed by the Internal Revenue Code of 1986, as amended (the “Code”). PriorThe 401(k) Plan provides participants with the opportunity to February 10, 2012, eligible employees received a matching contribution for their before-tax and Roth 401(k) contributions on a dollar for dollar basis up to three percent of the participant’s annual eligible compensation. Company matching contributions were subject to a three-year cliff-vesting schedule. On February 10, 2012, the matching contribution was replaced withearn a discretionary profit sharing contribution opportunity.contribution. The discretionary profit sharing contribution for a calendar year will beis based on company performance for that year and will rangeranges from 0.0%0% to 4.0%4% of annual eligible compensation.compensation (subject to Code limits). Any contribution for a calendar year is expected to be made in the first quarter of the following year. A profit sharing contribution of 4% of annual eligible compensation is expected to be made for the 2013 plan year. In addition to the discretionary profit sharing contribution, a new company contribution was added to the 401(k) Plan effective January 1, 2014. The new company contribution is based on the following formula and subject to Code limits: (i) 2.5% of eligible compensation up to the Social Security Wage Base ($117,000 in 2014) plus, (ii) 5.0% of eligible compensation in excess of the Social Security Wage Base, up to the qualified plan compensation limit ($260,000 in 2014).

AXA Equitable Retirement Plan (the “Retirement Plan”).AXA.    AXA Equitable sponsors the Retirement Plan, a tax-qualified defined benefit plan, for its eligible employees, including the Named Executive Officers.Officers except Mr. Malmstrom and Mr. Wright. The Retirement Plan provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits and benefits upon termination of employment for vested participants. It has a three-year cliff-vesting schedule.

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The Retirement Plan currently provideswas frozen to new participants effective on December 31, 2013 and accruals of benefits generally ceased to accrue. Prior to the freeze, the Retirement Plan provided a cash balance benefit whereby AXA Equitable establishesestablished a notional account in the name of each Retirement Plan participant. ThisThe notional account iswas credited with deemed pay credits equal to 5.0%5% of eligible compensation up to the Social Securitysocial security wage base plus 10.0%10% of eligible compensation above the Social Securitysocial security wage base. Eligiblebase up to the qualified plan compensation is subjectlimit. These notional accounts continue to limits imposed by the Code ($245,000 in 2011 and $250,000 in 2012). In addition, the notional account isbe credited with deemed interest credits. TheFor pay credits earned on or after April 1, 2012 up to December 31, 2013, the interest rate of interest is determined annually andbased on the average discount rates for one-year Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4.0%4% or a rate derived from the average discount rates for one-year Treasury Constant Maturities. TheFor 2013, pay credits earned prior to April 1, 2012 received an interest crediting rate was 4.0% for 2011. Theof 4% floor will be removed for anywhile pay credits earned on or after April 1, 2012.2012, received an interest crediting rate of .25%.

For certain grandfathered participants, the Retirement Plan provides benefits under a formula based on final average pay, estimated Social Security benefits and service. None of the Named Executive Officers are grandfathered participants.

MONY Life Retirement Income Security Plan for Employees (“RISPE”).    As a former employee of MONY Life, Mr. Wright participates in RISPE, a tax-qualified defined benefit plan sponsored by AXA Financial for former employees of MONY Life. RISPE provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits and benefits upon termination of employment for vested participants. RISPE was frozen to new entrants on July 8, 2004. It has a three-year cliff-vesting schedule.

For certain grandfathered participants, including Mr. Wright, RISPE provides benefits under a formula based on final average pay and years of accrual service. This formula benefit was frozen as of December 31, 2013.

For additional information on retirement plan benefits for the Named Executive Officers, see the Pension Benefits Table included in this Item 11.

Nonqualified Retirement Plans

AXA Equitable Excess Retirement Plan (the “Excess Plan”)..    AXA Equitable sponsors the Excess Plan which allows eligible employees, including the Named Executive Officers except Mr. Malmstrom and Mr. Wright, to earn retirement benefits in excess of what is permitted under the Code. Specifically,Code with respect to the Retirement Plan. The Excess Plan was generally frozen as of December 31, 2013. Prior to the freeze of the Retirement Plan, is subject to rules under the Code that cap both the amount of eligible earnings that may be taken into account for determining benefits under the plan and the amount of benefits that such plans may pay

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annually. The Excess Plan permitspermitted participants, including the Named Executive Officers, to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for thesecertain Code limits. We believe

AXA Financial, Inc. Excess Benefit Plan for Select Employees (the “RISPE Excess Plan”).    As a former employee of MONY Life, Mr. Wright participates in the RISPE Excess Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY Employees) which is sponsored by AXA Financial and allows former employees of MONY Life to earn retirement benefits in excess of what is permitted under the Code with respect to RISPE. The RISPE Excess Plan was generally frozen as of December 31, 2013. Prior to the freeze of RISPE, the RISPE Excess Plan permitted participants, including Mr. Wright, to accrue and be paid benefits that they would have earned and been paid under RISPE but for certain Code limits.

Excess 401(k) Contributions.    Because we believe that excess plans are an important component of competitive market-based compensation in both our peer group and generally.generally, AXA Equitable began providing excess 401(k) contributions for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit on January 1, 2014. These contributions are equal to 10% of the participant’s eligible compensation in excess of the qualified plan compensation limit and are made to the AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives.

Nonqualified Deferred Compensation Plan

The AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the (the “Post-2004 Plan”).   AXA Equitable sponsors the Post-2004 Plan which allows eligible employees to defer the receipt of compensation. The amount deferred is credited to a bookkeeping account established in the participant’s name and participants may choose from a range

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of nominal investments according to which their accounts rise or decline. Participants annually elect the amount they want to defer, the date on which payment of their deferrals will begin and the form of payment. In addition, effective January 1, 2014, excess 401(k) contributions are made to the Post-2004 Plan. We believe that compensation deferral is a cost-effective method of enhancing the savings of executives.

For additional information on these plan benefits for the Named Executive Officers, see the Nonqualified Deferred Compensation Table included in this Item 11.

Financial Protection

The AXA Equitable Executive Survivor Benefits Plan (the “ESB Plan”).AXA Equitable sponsors the ESB Plan which offers financial protection to a participant’s family in the case of his or her death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one times the participant’s eligible compensation (generally, base salary plus higher of most recent short-term incentive compensation award and the average of the three highest short-term incentive compensation awards) and offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level.

Severance Arrangements

The AXA Equitable Severance Benefit Plan (the “Severance Plan”).    AXA Equitable sponsors the Severance Plan to provide severance benefits to eligible employees whose jobs are eliminated for specific defined reasons. The Severance Plan generally bases severance payments to eligible employees on length of service or base salary. Payments are capped at 52 weeks’ of base salary or, in some cases, $300,000. To obtain benefits under the Severance Plan, participants must execute a general release and waiver of claims against AXA Equitable and affiliates. For Named Executive Officers, the general release and waiver of claims typically includes non-competition and non-solicitation provisions.

The AXA Equitable Supplemental Severance Plan for Executives (the “Supplemental Severance Plan”).    AXA Equitable sponsors the Supplemental Severance Plan for officers at the level of Executive Vice PresidentDirector or above. The Supplemental Severance Plan is intended solely to supplement, and is not duplicative of, any severance benefits for which an executive may be eligible under the Severance Plan. The Supplemental Severance Plan provides that eligible executives will receive, among other benefits:

Severance payments equal to 52 weeks’ of base salary, reduced by any severance payments for which the executive may be eligible under the Severance Plan;

Additional severance payments equal to the greater of:

The most recent short-term incentive compensation award paid to the executive;

The average of the three most recent short-term incentive compensation awards paid to the executive; and

The annual target short-term incentive compensation award for the executive for the year in which he or she receives notice of job elimination; and

A lump sum payment equal to the sum of: (a) the executive’s short-term incentive compensation for the year in which the executive receives notice of job elimination, pro-rated based on the number of the executive’s full calendar months of service in that year and (b) $40,000.

Mr. Pearson’s Employment Agreement.    Mr. Pearson waived the right to receive any benefits under the Severance Plan or the Supplemental Severance Plan. Rather, his employment agreement provides that, if his employment is terminated by AXA Equitable prior to his attaining age 65 other than for cause, excessive absenteeism or death, or Mr. Pearson resigns for “good reason,” Mr. Pearson will be entitled to certain severance benefits, including (i) severance pay equal to the sum of two years of salary and two times the greatest of: (a) Mr. Pearson’s most recent bonus, (b) the average of Mr. Pearson’s last three

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bonuses and (c) Mr. Pearson’s target bonus for the year in which termination occurred, (ii) a pro-rated bonus at target for the year of termination, (iii) excess pension plan accruals on the severance pay, (iv) continued participation in the ESB Plan for an additional year following termination and (v) access to the company medical plans at Mr. Pearson’s or his spouse’s sole expense for two years from the date of termination. For this purpose, “good reason” includes a material reduction in Mr. Pearson’s duties or authority, the removal of Mr. Pearson from his positions, AXA Equitable requiring Mr. Pearson to be

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based at an office more than 75 miles from New York City, a dimunitiondiminution of Mr. Pearson’s titles, a material failure by the company to comply with the agreement’s compensation provisions, a failure of the company to secure a written assumption of the agreement by any successor company and a change in control of AXA Financial (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). The severance benefits are contingent upon Mr. Pearson releasing all claims against AXA Equitable and its affiliates and his entitlement to severance pay will be discontinued if he provides services for a competitor. Also, in the event of a termination of Mr. Pearson’s employment by AXA Equitable without cause or Mr. Pearson’s resignation due to a change in control, Mr. Pearson’s severance benefits will cease after one year if certain performance conditions are not met.met for each of the two consecutive fiscal years immediately preceding the year of termination.

Mr. McMahon’s Separation Agreement.    Mr. McMahon entered into a separation agreement effective on September 12, 2013. Pursuant to the terms of this separation agreement, Mr. McMahon terminated employment with AXA Equitable on February 28, 2014 (the “Termination Date”). In consideration for signing the agreement, Mr. McMahon received (a) his STIC Program award for 2013 at the targeted amount of $1,800,000, adjusted based on actual funding of the 2013 STIC Program pool, (b) a lump sum payment of $2,450,000, which is equal to fifty two weeks of his base salary plus his targeted STIC Program award for 2014, (c) an additional lump sum payment of $340,000, which is equal to his targeted STIC Program award for 2014, pro-rated for his service in 2014 plus $40,000, (d) an additional lump sum of $1,225,000 which is equal to six months of his salary plus a pro-rated targeted STIC Program award for 2014 and (e) the opportunity to enter into agent agreements with each of AXA Network, LLC and AXA Advisors, LLC. In addition, on January 31, 2014, Mr. McMahon was afforded the opportunity to receive continuation of his existing participation in the ESB Plan for a period of one year following the Termination Date in exchange for executing a separate confidential separation agreement and general release. His separation agreement also contains standard provisions related to confidentiality, non-disparagement, and non-solicitation/non-competition.

11-15


Change in Control Arrangements

We believe that it is important to provide our employees with a level of protection to reduce anxiety that may accompany a change in control. Accordingly, change in control benefits are provided for stock options, restricted stock and performance units.

For stock options granted to employees in 2005 or later, and all stock options granted to Mr. Dziadzio and Mr. Pearson,under the Stock Option Plan, if there is a change in control of AXA Financial, all stock options will become immediately exercisable for their term regardless of the otherwise applicable exercise schedule. ForRestricted stock options granted to employees other than Mr. Dziadziounder The AXA Financial, Inc. 1997 Stock Incentive Plan will become non-forfeitable and Mr. Pearson prior to 2005 and restricted stock, each stock option will, at the discretion ofbe immediately transferable unless the Organization and Compensation Committee of the AXA Financial Board of Directors (the “AXA Financial OCC”), either be canceled in exchange for a payment in cash or become immediately exercisable and all restricted stock will become non-forfeitable and be immediately transferable unless the AXA Financial OCC reasonably determines that: (i) the stock options or restricted stock will be honored, (i)(ii) the stock options or restricted stock will be assumed or (iii) alternative awards will be substituted for the stock options and restricted stock. Such alternative awards must, among other items, provide rights and entitlements substantially equivalent to, or better than, the rights and entitlements of the existing awards and must have substantially equivalent economic value.

Under the 20112012 and 20102011 Performance Unit Plans, if there is a change in control of AXA Financial at any time between the end of the performance period and the settlement date of the performance units, participants in the plan will maintain the right to receive the settlement of their performance units on the settlement date.

Perquisites

We provide our Named Executive Officers with certain perquisites. Pursuant to his employment agreement, Mr. Pearson is entitled to unlimited personal use of a car and driver, two business class trips to the United Kingdom per year with his spouse, expatriate tax services, a company car for his personal use, excess liability insurance coverage, and repatriation costs. In 2011, the company also paid for Mr. Pearson’s attorney fees related to the negotiation of his employment contract and Mr. Pearson’s gym membership. Each of the Named Executive Officers may use a car and driver for personal purposes from time to time and may occasionally bring spouses and guests on private aircraft flights otherwise being taken for business reasons. Also, Mr. McMahon and Mr. Lane are eachis permitted to use a corporate membership in a country club for personal purposes and, in 2011, the company paid for various relocation costs forpurposes. Mr. Pearson and Mr. Piazzolla.McMahon also received this perquisite prior to his resignation as President of AXA Equitable on September 12, 2013 when he ceased to receive any perquisites other than certain tax preparation services.

In addition to the above, we provide excess liability insurance coverage, annual health exams and financial planning and tax preparation services for our Named Executive Officers. All the Named Executive Officers also receive tax gross-up payments

Tax gross-ups on most perquisites were discontinued starting in respect of their transportation, excess liability insurance coverage and financial planning and tax preparation benefits. Additional tax gross-ups were paid in 2011 for Mr. Pearson’s and Mr. Piazzolla’s relocation costs, Mr. Pearson’s gym membership and Mr. Pearson’s attorney fees.2013.

The incremental costs of perquisites for the Named Executive Officers during 20112013 are included in the column entitled “All Other Compensation” in the Summary Compensation Table included in this Item 11.

12.

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Other Compensation Policies

Clawbacks

In the event an individual’s employment is terminated for cause, all stock options and restricted stock awards held by the individual are forfeited as of the date of termination. In addition, if an individual retires and induces others to leave the employment of an AXA affiliate, misuses confidential information learned while in the employ of AXA affiliate or otherwise acts in a manner that is substantially detrimental to the business or reputation of any AXA affiliate, all outstanding stock options held by the individual will be forfeited.

Share Ownership Policy

In September 2006, AXA Financial Group approved stock ownership guidelines for seniorexecutive officers of AXA Equitable including the Named Executive Officers. The stock ownership requirements are expressed as a multiple of base salary, with the chief executive officer required to own stock valued at five times his base salary, senior executive vice presidentsdirectors required to

11-16


own stock equal to three times their base salary and senior vice presidentsexecutive and managing directors required to own stock one and one half times their base salary. The requirement can be satisfied by owning AXA ordinary shares or AXA ADRs, including AXA ADRs held in accounts under our 401(k) plan,Plan, vested restricted stock units held in the deferred compensation plan and earned performance shares and performance units. Senior officersIndividuals were given a five-year compliance window.

In September 2010, the OCCs suspended the compliance window was suspended until 2015 due to stock price decline, and because AXA’s delisting of its ADRs and deregistration from the SEC decreased the number of vehicles available for the officers to meet their obligations.

Derivatives Trading and Hedging Policies

AXA Equitable’s reputation for integrity and high ethical standards in the conduct of its affairs is of paramount importance to all of us. To preserve this reputation, all employees, including the Named Executive Officers, are subject to the AXA Financial Insider Trading Policy. This policy prohibits, among other items, all short sales of securities of AXA and its publicly-traded subsidiaries and any hedging of equity compensation awards (including stock option, performance unit, restricted stock or similar awards) or the securities underlying those awards. Members of AXA’s Management Committee must pre-clear with the AXA Group General Counsel any derivatives transactions with respect to AXA securities and/or the securities of other AXA Group publicly-traded subsidiaries (including AllianceBernstein).

Impact of Tax Policies

Code Section 162(m) limits tax deductions relating to executive compensation of certain executives of publicly held companies. Because neither AXA Financial nor any of its subsidiaries within the Insurance Segment, including AXA Equitable, is deemed to be publicly held for purposes of Code Section 162(m), these limitations are not applicable to the executive compensation program described above.

COMPENSATION COMMITTEE REPORT

The members of the AXA Equitable Organization and Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis above and, based on such review and discussion, recommended its inclusion inthis Form 10-K.

 

Lorie A. Slutsky (Chair)

  

Charlynn Goins

Barbara Fallon-Walsh

Danny L. Hale

  Bertram L. Scott (since May 23, 2013)

CONSIDERATION OF RISK MATTERS IN DETERMINING COMPENSATION

We have considered whether our compensation practices are reasonably likely to have a material adverse effect on AXA FinancialEquitable and determined that they do not. When conducting our analysis, we considered that our programs have a number of features that contribute to prudent decision-making and avoid an incentive to take excessive risk. The overall incentive design and metrics of our incentive compensation program effectively balance performance over time, considering both company earnings and individual results with various multi-year time-vesting and performance periods. Our short-term incentive program mitigates risk by permitting discretionary adjustments for both funding and granting purposes. We also considered that our general risk management controls, oversight of our programs, award review and governance processes preclude decision-makers from taking excessive risk to achieve targets under the compensation plans.

11-16


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Organization and Compensation Committee served as an officer or employee of AXA Equitable.

In 2011,2013, Directors de Castries, Duverne and Slutsky also served on the Compensation Committee of the Board of Directors of AllianceBernstein Corporation. Mr. de Castries resigned as a member of the Compensation Committee of the Board of Directors of AllianceBernstein Corporation in February 2012.

Mr. Kraus is a director of AXA Equitable. Mr. Kraus is Chairman of the Board and Chief Executive Officer of AllianceBernstein Corporation and, accordingly, also serves in that capacity for AllianceBernstein and AllianceBernstein Holding.

For additional information about the Organization and Compensation Committee, see “Directors, Executive Officers and Corporate Governance”.

11-17


SUMMARY COMPENSATION TABLE

The following table presents the total compensation of our Named Executive Officers for services performed for the AXA Financial Group for the years ended December 31, 2009,2011, December 31, 20102012, and December 31, 2011.2013. The amounts listed in this table as well as all other executive compensation tables reflect all payments made to the Named Executive Officers by AXA Equitable even though a portion of these costs may have been reimbursed by certain affiliates pursuant to various service agreements. The total compensation reported in the following table includes items such as salary and non-equity incentive compensation as well as the grant date fair value of performance unit, restricted stockshares, performance units, AXA miles and stock option grants.options. The performance shares, performance units, restricted stockAXA miles and stock options may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “total compensation” as described in the Compensation Discussion and Analysis.

 

Name

 Year  Salary(1)  Bonus(2)  Stock
Awards(3)
  Option
Awards(4)
  Non-Equity
Incentive
Compensation(5)
  Change in
Pension
Value and
Nonqualified
Deferred
Comp-
ensation
Earnings(6)
  All Other
Comp-
ensation(7)
  Total 

Mark Pearson

  2011   $1,020,510   $1,773,216   $890,826   $341,946   $44,784   $163,551   $273,411   $4,508,244  

Chairman and Chief

Executive Officer

��        

Dziadzio, Richard

  2011   $498,657    $519,688   $133,540   $950,000   $626,096   $40,622   $2,768,603  

Senior Executive Vice

  2010   $487,150    $457,746   $163,352   $1,190,000   $364,020   $40,140   $2,702,407  

President and Chief

Financial Officer

  2009   $393,556    $186,510   $77,324   $1,100,000   $175,990   $34,927   $1,968,306  

McMahon, Andrew

  2011   $586,881    $974,425   $250,389   $1,530,000   $609,702   $80,653   $4,032,050  

President

  2010   $487,150    $879,406   $224,609   $2,000,000   $323,751   $71,397   $3,986,313  
  2009   $393,556    $186,510   $77,324   $1,600,000   $164,490   $67,304   $2,489,184  

Silver, Richard

  2011   $498,657    $519,688   $133,540   $960,000   $934,789   $53,011   $3,099,686  

Senior Executive Vice

  2010   $487,150    $457,746   $163,352   $1,190,000   $715,750   $55,514   $3,069,511  

President, Chief

  2009   $393,556    $186,510   $77,324   $1,100,000   $388,195   $47,534   $2,193,118  

Administrative Officer

and Chief Legal Officer

         

Piazzolla, Salvatore

  2011   $743,907   $150,000   $270,672   $69,553   $650,000   $101,548   $237,308   $2,222,989  

Senior Executive Vice

President and Chief

of Human Resources

         

Lane, Nicholas

  2011   $431,734    $324,795   $83,462   $540,000   $245,506   $53,480   $1,678,977  

Senior Executive Vice

President and President,

Retirement Savings

         

Shepherdson, James

  2011   $48,331      $145,833   $1,363,000   $2,219,236   $3,776,400  

Former Senior Executive

  2010   $586,881    $1,429,139   $153,143   $1,712,500   $1,202,974   $83,871   $5,168,508  

Vice President

and President,

  2009   $491,945    $589,857   $72,492   $3,103,569   $834,412   $76,185   $5,168,460  

Retirement Savings

         

Name

 Fiscal
Year
 Salary(1) Bonus(2) Stock
Awards(3)
 Option
Awards(4)
 Non-Equity
Incentive
Compensation(5)
 Change in
Pension
Value  and
Nonqualified
Deferred
Comp-
ensation
Earnings(6)
 All Other
Comp-
ensation(7)
 Total

Pearson, Mark

   2013  $1,223,529  $1,518,878 $251,968 $2,437,000 $801,831 $350,092 $6,583,298

Chairman and Chief

   2012  $1,148,562  $1,203,167 $286,034 $1,779,000 $1,446,980 $101,033 $5,964,776

Executive Officer

   2011  $1,020,510 $1,773,216 $890,826 $341,946 $44,784 $163,551 $273,411 $4,508,244

Malmstrom, Anders

   2013  $658,151  $378,888 $62,873 $725,000  $319,841 $2,144,753

Senior Executive

   2012  $370,694 $150,000   $350,000 $15,138 $104,448 $990,280

Director and Chief

          

Financial Officer

          

Lane, Nicholas

   2013  $614,212  $694,634 $115,268 $1,035,000 63,593 $30,114 $2,552,821

Senior Executive Director

   2012  $492,904  $620,720 $94,734 $700,000 306,755 $94,491 $2,309,604

Head of US Life

   2011  $431,734  $324,795 $83,462 $540,000 245,506 $53,480 $1,678,977

and Retirement

          

Piazzolla, Salvatore

   2013  $924,526  $284,157 $47,154 $980,000 393,075 $39,486 $2,668,398

Senior Executive

   2012  $899,233  $337,354 $51,427 $840,000 $284,377 $94,351 $2,506,742

Director and Chief

   2011  $743,907 $150,000 $270,672 $69,553 $650,000 $101,548 $237,309 $2,222,989

Human Resources

          

Officer

          

Wright, Robert

   2013  $420,902  $284,157 $47,154 $980,000  $32,912 $1,765,125

Senior Executive Director

          

Chairman, AXA Advisors

          

McMahon, Andrew

   2013  $648,063  $947,237 $157,185 $2,138,400  $4,074,887 $7,965,772

President

   2012  $598,389  $997,073 $152,251 $1,530,000 $727,010 $101,217 $4,105,940
   2011  $586,881  $974,425 $250,389 $1,530,000 $609,702 $80,653 $4,032,050

(1)

The amounts in this column reflect actual salary paid in 2013.

 

11-1711-18


(1)(2)

Mr. Pearson’s salary wasNo bonuses were paid from his hire date of February 17, 2011 to December 31, 2011. Mr. Piazzolla’s salary was paid from his hire date of March 4, 2011 to December 31, 2011.the Named Executive Officers in 2013.

 

(2)

For Mr. Pearson, this amount represents the guaranteed portion of his 2011 non-equity incentive compensation. For Mr. Piazzolla, this amount represents a sign-on bonus of $150,000 that he received in April 2011. The bonus is subject to recoupment in the event Mr. Piazzolla’s employment is terminated for any reason (other than death or job elimination) prior to one full year of employment.

(3)

The amounts reported in this column represent the aggregate grant date fair value of performance shares, performance units and restricted stockAXA miles awarded in each year in accordance with US GAAP accounting guidance. The 20112013 performance unitshare grants were valued at target which represents the probable outcome at grant date. A maximum payout for the performance unitshare grants would result in additional values of: Pearson $1,158,074, Dziadzio $675,594,$1,974,542, Malmstrom $492,554, Lane $903,024, Piazzolla $351,874,$369,404, Wright $369,404 and McMahon $1,266,753, Silver $675,594, Lane $422,234.$1,231,409.

 

(4)

The amounts reported in this column represent the aggregate grant date fair value of stock options awarded in each year in accordance with US GAAP accounting guidance.

 

(5) (5)

The amounts reported for 2013 are the awards paid in February 2014 to each of the Named Executive Officers based on their 2013 performance. The amounts reported for 2012 are the awards paid in February 2013 for 2012 performance. The amounts reported for 2011 are the awards paid in February 2012 to each of the Named Executive Officers based on theirfor 2011 performance. The amounts reported for 2010 are the awards paid in February 2011 for 2010 performance. The amounts reported for 2009 are the awards paid in February 2010 for 2009 performance. For Mr. Pearson, this amount represents the non-guaranteed portion of his 2011 non-equity incentive compensation.

 

(6)

The amounts reported represent the changeincrease in the actuarial present value of accumulated pension benefits for each Named Executive Officer. The Named Executive Officers did not have any above-market earnings on non-qualified deferred compensation in 2009, 20102011, 2012 or 2011.2013. Mr. Wright, Mr. Malmstrom and Mr. McMahon each experienced a decrease in the actuarial present value of their accumulated pension benefits in 2013 due to an increase in the interest rate used to calculate this value. The amounts of the decreases were: Mr. Wright ($1,052,039), Mr. Malmstrom ($5,291) and Mr. McMahon ($45,048). These amounts are not reflected in the “Total” column.

 

(7)

The following table provides additional details for the compensation information found in the All Other Compensation column.

 

Name

Name

 Transport(a) Excess
Liability
Insurance(b)
 Financial
Advice(c)
 Tax Gross
Ups(d)
 Life
Insurance
Premiums(e)
 Other
Perquisites/
Benefits(f)
 Total 

Name

 Transport(a) Excess
Liability
Insurance(b)
 Financial
Advice(c)
 Tax Gross
Ups(d)
 Life
Insurance
Premiums(e)
 Other
Perquisites/
Benefits(f)
 Total

Pearson, Mark

   2011    $6,036    $4,625    $21,405    $126,906    $-    $114,439    $273,411     2013       $  14,956  $  4,722 $  47,717  $  263,855 $  18,842 $  350,092

Dziadzio, Richard

   2011    $-    $1,750    $15,120    $16,402    $-    $7,350    $40,622  
   2012       $  10,816  $  4,985 $  27,664 $  53,138  $  4,429 $  101,032
   2011       $  6,036  $  4,625 $  21,405 $  126,906  $  114,439 $  273,411

Malmstrom, Anders

   2013       $  609   $  25,168 $  152,440 $  2,869 $  138,755 $  319,841
   2012       $  201   $  12,897 $  21,440 $  757 $  69,153 $  104,448

Lane, Nicholas

   2013       $  1,131   $  15,321  $  1,320 $  12,342 $  30,114
   2012       $  724   $  12,363 $  41,713 $  1,018 $  38,673 $  94,491
   2011       $  337  $  1,750 $  21,405 $  19,549 $  1,384 $  9,055 $  53,480

Piazzolla, Salvatore

   2013       $  1,254   $  24,584  $  3,082 $  10,565 $  39,486
   2012       $  398   $  39,651 $  39,753 $  3,331 $  11,218 $  94,351
   2011       $  73  $  1,750 $  21,405 $  95,993 $  4,045 $  114,043 $  237,309

Wright, Robert

   2013        $  8,406  $  14,306 $  10,200 $  32,912
   2012            
   2011            

McMahon, Andrew

   2011    $10,476    $1,750    $15,120    $29,178    $15,359    $8,770    $80,653     2013       $  13,972   $  16,747  $  15,354 $  4,028,814 $  4,074,887

Silver, Richard

   2011    $-    $1,750    $15,120    $14,039    $14,752    $7,350    $53,011  

Piazzolla, Salvatore

   2011    $73    $1,750    $21,405    $95,993    $4,045    $114,043    $237,308  

Lane, Nicholas

   2011    $337    $1,750    $21,405    $19,549    $1,384    $9,055    $53,480  

Shepherdson, James

   2011    $127    $-    $-    $109    $62,533    $2,156,468    $2,219,236  
   2012       $  13,281   $  16,164 $  39,679 $  14,171 $  17,921 $  101,216
   2011       $  10,476  $  1,750 $  15,120 $  29,178 $  15,359 $  8,770 $  80,653

 

a.

Mr. Pearson is entitled to the business and personal use of a dedicated car and driver. The personal use of this vehicle for 20112013 was valued based on a formula considering the annual lease value of the vehicle, the compensation of the driver and the cost of fuel. The other Named Executive Officers may use cars and drivers for personal matters from time to time.time (up to September 12, 2013 for Mr. McMahon). The value for each executive’s car use is based on a similar formula taking into account the annual lease value of the vehicle and the compensation of the driver.

 

b.

The company payspaid the premiums for excess liability insurance coverage for each of the Named Executive Officers.Mr. Pearson pursuant to his employment agreement.

 

11-19


c.

The company pays for financial planning and tax preparation services for each of the Named Executive Officers. For 2011, additional start-up fees were incurred for Mr. Pearson, Mr. Piazzolla and Mr. Lane since it was their first year using such services.

 

11-18


d.

The company paysIn 2013, AXA Equitable reimbursed AXA Winterthur Switzerland for contributions it made to Mr. Malmstrom’s Swiss retirement plan. Mr. Malmstrom was subject to tax gross-ups related toin the transport, excess liability insurance and financial planning and tax preparation services for eachU.S. on both the amount of these contributions ($133,455) as well as his 2013 earnings in the Named Executive Officers. In addition, Mr. Pearson received tax gross-ups related to his gym membership, his attorney fees related to the negotiation of his employment agreement, his relocation costs and his imputed income related to having a guest accompany him on private aircraft flights. Also, Mr. McMahon receivedSwiss plan ($23,634). AXA Equitable provided a tax gross-up related to having a guest accompany him on private aircraft flights and Mr. Piazzolla received aboth these amounts. The tax gross-up related to his relocation costs.the contributions was $129,355 while the tax gross-up related to the earnings was $22,908.

 

e.

This column shows the cost of life insurance coverage provided to the Named Executive Officers under the AXA Equitable Executive Survivor Benefits Plan less the amount of any contributions made by the Named Executive Officers. For this purpose, the cost of the life insurance coverage was determined by multiplying the amount of coverage by the actual policy cost of insurance rates. For Mr. Wright, this column also includes the amount of premiums paid on his behalf for life insurance coverage under the MONY Split Dollar Life Insurance Plan.

 

f.

For all of the Named Executive Officers except Mr. Shepherdson, thisThis column includes the amount of any employer matchingprofit sharing contributions received by each Named Executive Officer under the AXA Equitable 401(k) Plan other than Mr. Malmstrom who does not participate in this plan ($7,350), the cost of any executive physical examination received by a10,200 for each applicable Named Executive Officer and a $100 incentive received by Named Executive Officers who completed a health risk assessment in connection with the company’s wellness program.Officer). For Mr. Pearson, this column also includes the cost of his gym membership, the cost of his attorney feescertain air travel ($8,277) and costs related to having a guest accompany him to a board meeting ($365). For Mr. Malmstrom, this column includes air travel ($4,230), the negotiationreimbursements paid by AXA Equitable to AXA Winterthur Switzerland for its contributions to his Swiss retirement plan ($133,455), his foreign housing costs for the month of his employment agreementJanuary 2013 ($29,612)705) and certain relocation costs related to having a guest accompany him to a board meeting ($72,321)365). For Mr. Piazzolla, this column also includes certain relocation costs related to having a guest accompany him to a board meeting ($105,678)365). For Mr. Lane, this column also includes the value of his personal use of a company membership in a country club ($1,605)1,776), and certain costs related to having a guest accompany him to a board meeting ($365). For Mr. Shepherdson,McMahon, this column includes air travel ($2,059), certain costs related to having a guest accompany him on business trips and to board meetings ($1,555) and amounts received under a consultinghis separation agreement ($2,154,167)4,015,000, which represents the sum of (a) a lump sum payment of $2,450,000, which is equal to fifty-two weeks of his base salary plus his targeted STIC Program award for 2014, (b) an additional lump sum payment of $340,000, which is equal to his targeted STIC Program award for 2014, pro-rated for his service in 2014, plus $40,000 and (c) an additional lump sum payment of $1,225,000 which is equal to six months of his salary plus a pay-out of unused vacation days.pro-rated targeted STIC Program award for 2014).

2011

11-20


2013 GRANTS OF PLAN-BASED AWARDS

The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table includesinclude both equity and non-equity awards granted during 2011.2013.

 

   All Other
Stock

Awards:
Number of

Shares of
Stocks

or Units
 All Other
Option

Awards:
Number of

Securities
Underlying
Options
 Exercise
or Base

Price of
Option
Awards(3)
 Closing
Market

Price on
Date of
Grant(4)
 Grant
Date Fair
Value of

Stock  and
Option
Awards(5)
 Estimated Future Payouts
Under Non-Equity
Incentive

Plan Awards(1)
 Estimated Future
Payouts Under Equity
Incentive Plan
Awards(2)
 All Other
Stock
Awards:
Number of
Shares of
 All Other
Option
Awards:
Number of
Securities
 Exercise
or Base
Price of
 Closing
Market
Price on
 

Grant
Date Fair
Value of
Stock

and

    Estimated Future Payouts
Under Non-Equity Incentive

Plan Awards(1)
 Estimated Future Payouts
Under Equity Incentive

Plan Awards(2)
 

Name

 Grant
Date
 Thre-
shold
 Target Max-
imum
 Thre-
shold
 Target Max-
imum
 Stocks or
Units
 Underlying
Options
 Option
Awards(3)
 Date of
Grant(4)
 Option
Awards(5)
  Grant
Date
 Threshold Target Maximum Threshold Target Maximum 

Pearson, Mark

  $1,773,216 $1,955,000 N/A          - $2,082,500 N/A        
 03/18/2011    -  137,500    137,500     $20.63   $19.80   $341,946  
 03/18/2011    -  45,000    58,500       $890,826   03/22/2013      - 140,000 140,000   $17.83 $18.08 $251,968

Dziadzio, Richard

  $0 $1,200,000 N/A        
 03/22/2013      - 84,000 109,200     $1,518,878

Malmstrom,

  - $600,000 N/A        

Anders

 03/22/2013       11,644 11,644  23,290 $17.83 $18.08 $62,873
 03/22/2013       20,954 27,240     $378,888

Lane, Nicholas

  - $775,000 N/A        
 03/22/2013      - 21,348 21,348  42,698 $17.83 $18.08 $115,268
 03/22/2013      - 38,416 49,941     $694,634

Piazzolla,

  - $800,000 N/A        

Salvatore

 03/22/2013      - 8,732 8,732  17,468 $17.83 $18.08 $47,154
 03/22/2013      - 15,715 20,430     $284,157

Wright, Robert

  - $900,000         
 03/22/2013       8,732 8,732  17,468 $17.83 $18.08 $47,154
 03/18/2011    -  17,898    17,898     35,800   $20.63   $19.80   $133,540   03/22/2013       15,715 20,430     $284,157
 03/18/2011    -  26,252    34,128       $519,688  

McMahon, Andrew

  $0 $1,800,000 N/A          - $1,800,000 N/A        
 03/18/2011    -  33,560    33,560     67,124   $20.63   $19.80   $250,389  
 03/18/2011    -  49,223    63,990       $974,425   03/22/2013      - 29,112 29,112  58,224 $17.83 $18.08 $157,185

Silver, Richard

  $0 $1,200,000 N/A        
 03/18/2011    -  17,898    17,898     35,800   $20.63   $19.80   $133,540  
 03/18/2011    -  26,252    34,128       $519,688   03/22/2013      - 52,386 68,102     $947,237

Piazzolla, Salvatore

  $0 $666,667 N/A        
 03/18/2011    -  9,322    9,322     18,646   $20.63   $19.80   $69,553  
 03/18/2011    -  13,673    17,775       $270,672  

Lane, Nicholas

  $0 $450,000 N/A        
 03/18/2011    -  11,187    11,187     22,374   $20.63   $19.80   $83,462  
 03/18/2011    -  16,407    21,329       $324,795  

Shepherdson, James

  N/A N/A N/A -  N/A    N/A     N/A    N/A    N/A    N/A  

 

(1)

The target column shows the target award for 20112013 for each Named Executive Officer under the AXA Equitable 20112013 Short-Term Incentive Compensation Plan for Senior Officers assuming the plan was fully100% funded. Mr. Piazzolla’s target was pro-rated based on his hire date of March 4, 2011. There is no minimum or maximum award for any participant in this plan except that Mr. Pearson’s employment agreement guaranteed him a minimum award of $1,773,216 for 2011.plan. The actual 20112013 awards granted to the Named Executive Officers except for Mr. Pearson are listed in the Non-Equity Incentive Compensation column of the Summary Compensation Table. Mr. Pearson’s actual 2011 award is the total of the amounts listed in the Bonus and Non-Equity Incentive Compensation column of the Summary Compensation Table.

 

11-19


(2)

The second row for each Named Executive Officer shows the stock options granted under The AXA Stock Option Plan for AXA Financial Employees and Associates on March 18, 2011.22, 2013. Except for those awarded to Mr. Pearson, these stock options have a ten-year term and a vesting schedule of four years, with one-third of the grant vesting on each of the second, third and fourth anniversaries of the grant date, provided that the last third is subject to a performance condition requiring the AXA ordinary share to perform at least as well as the DowJones Europe Stoxx Insurance Index over a specified period. This performance condition applies to all of Mr. Pearson’s options. The third row for each Named Executive Officer shows the performance unitsshares granted under the 2011 AXA2013 International Performance UnitShares Plan on March 18, 2011.22, 2013. These performance unitsshares have a cliff vesting schedule of three years. Performance unitsshares are granted unearned. Under the 2011 AXA2013 International Performance UnitShares Plan, the number of unitsshares that is earned is determined at the end of a two-year performance period by multiplying the number of unitsshares granted by a percentage that is determined based on the performance of AXA Group and AXA Financial Life and Savings Operations over the performance period (the “Performance Factor”).period.

 

11-21


 (3)

The exercise price for the stock options granted on March 18, 201122, 2013 is equal to the average of the closing prices for the AXA ordinary share on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 18, 2011.22, 2013. For purposes of this table, the exercise price was converted to U.S. dollars using the euro to U.S. dollar exchange rate on March 17, 2011.21, 2013.

 

 (4)

The closing market price on the date of grant was determined by converting the closing AXA ordinary share price on NYSE Euronext Paris SA on March 18, 201122, 2013 to U.S. dollars using the euro to U.S. dollar exchange rate on March 18, 2011.22, 2013.

 

 (5)

The amounts in this column represent the aggregate grant date fair value of stock options and performance unitsshares granted in 20112013 in accordance with US GAAP accounting guidance.

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 20112013

The following table lists outstanding equity grants for each Named Executive Officer as of December 31, 2011.2013. The table includes outstanding equity grants from past years as well as the current year.

 

 OPTION AWARDS STOCK AWARDS OPTION AWARDS STOCK AWARDS 

Name

 Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
 Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(1)
 Option
Exercise
Price(2)
 Option
Expiration
Date
 Number
of Shares
or Units
of Stock
That
Have Not
Vested(3)
 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
 Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
 Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
 Number  of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(1)
 Option
Exercise
Price(2)
 Option
Expiration
Date
 Number
of Shares
or Units
of Stock
That
Have  Not
Vested(3)
 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
 Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have  Not
Vested(4)
 Equity
Incentive
Plan

Awards:
Market or
Payout Value

of Unearned
Shares, Units
or  Other
Rights That
Have Not
Vested
 

Pearson, Mark

 3,154   $17.33 02/27/12   64,800 $842,220 5,771    $25.57  03/29/15   33,129  $923,359  153,600  $4,281,079 
 6,308   $11.37 03/14/13     5,101    $33.57  03/31/16      
 6,382   $20.50 03/26/14     5,874   2,936  $44.60  05/10/17      
 5,771   $25.57 03/29/15     5,874   2,936  $33.21  04/01/18      
 5,101   $33.57 03/31/16     34,574    $21.59  06/10/19      
 5,874  2,936��$44.60 05/10/17     40,334   20,166  $21.08  03/19/20      
 5,874  2,936 $33.21 04/01/18     45,834   91,666  $20.63  03/18/21      
 11,526 11,524 11,524 $21.59 06/10/19       116,000  $15.96  03/16/22      
  40,334 20,166 $21.08 03/19/20       140,000  $17.83  03/22/23      
   137,500 $20.63 03/18/21    

Malmstrom, Anders

 5,834   2,916  $21.08  03/19/20   8,300  $231,334  31,034  $864,968 
 3,850  3,850  3,850  $20.63  03/18/21      

Dziadzio, Richard

 28,389   $17.33 02/27/12   47,662 $619,474
  7,200  3,600  $15.96  03/16/22      
  23,290  11,644  $17.83  03/22/23      

Lane, Nicholas

 2,748    $23.37  06/06/15   12,129  $338,055  74,273  $2,070,108 
 33,646   $11.37 03/14/13     3,794    $33.78  03/31/16      
 28,928   $20.50 03/26/14     2,803    $45.72  05/10/17      
 24,861   $25.90 03/29/15     4,520   2,258  $33.21  04/01/18      
 31,877   $33.78 03/31/16     8,605    $13.34  03/20/19      
 16,822  8,411 $45.72 05/10/17     7,000   3,500  $21.08  03/19/20      
 17,376  8,688 $33.21 04/01/18     11,187  11,187  11,187  $20.63  03/18/21      
 10,029 10,029 10,029 $13.34 03/20/19      25,614  12,805  $15.96  03/16/22      
  29,196 14,598 $21.08 03/19/20      42,698  21,348  $17.83  03/22/23      
  35,800 17,898 $20.63 03/18/21    

Piazzolla, Salvatore

 9,323  9,323  9,322  $20.63  03/18/21   10,117  $281,977  35,180  $980,523 
  13,904  6,952  $15.96  03/16/22      
  17,468  8,732  $17.83  03/22/23      

Wright, Robert

 41,019    $25.90  03/29/15   8,808  $245,493   36,205  $637,715 
 20,872    $33.78  03/31/16      
 11,214   5,607  $45.72  05/10/17      
 15,446   7,722  $33.21  04/01/18      
 8,357    $13.34  03/20/19      
 11,354   5,677  $21.08  03/19/20      
 8,111  8,111  8,110  $20.63  03/18/21      
  14,636  7,317  $15.96  03/16/22      
  17,468  8,732  $17.83  03/22/23      

McMahon, Andrew

 68,366    $25.90  03/29/15   52,171   $1,454,090   110,014  $3,066,267 
 31,877    $33.78  03/31/16      
 17,944   8,971  $45.72  05/10/17      
 18,536   9,267  $33.21  04/01/18      
   20,073  $21.08  03/19/20      
  33,562  33,560  $20.63  03/18/21      
  41,164  20,581  $15.96  03/16/22      
  58,224  29,112  $17.83  03/22/23      

 

11-2011-22


  OPTION AWARDS STOCK AWARDS

Name

 Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
 Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(1)
 Option
Exercise
Price(2)
 Option
Expiration
Date
 Number
of Shares
or Units
of Stock
That
Have Not
Vested(3)
 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
 Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(4)
 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested

McMahon, Andrew

 68,366   $25.90 03/29/15 15,883 $206,434.93 78,662 $1,022,388
 31,877   $33.78 03/31/16    
 17,944  8,971 $45.72 05/10/17    
 18,536  9,267 $33.21 04/01/18    
 10,029 10,029 10,029 $13.34 03/20/19    
  40,145 20,072 $21.08 03/19/20    
  67,124 33,560 $20.63 03/18/21    

Silver, Richard

 33,403   $17.16 02/27/12   47,662 $619,474
 62,302   $11.95 03/14/13    
 45,585   $19.68 03/26/14    
 34,805   $25.90 03/29/15    
 36,431   $33.78 03/31/16    
 19,066  9,531 $45.72 05/10/17    
 19,694  9,846 $33.21 04/01/18    
 10,029 10,029 10,029 $13.34 03/20/19    
  29,196 14,598 $21.08 03/19/20    
  35,800 17,898 $20.63 03/18/21    

Piazzolla, Salvatore

  18,646 9,322 $20.63 03/18/21   13,673 $177,711

Lane, Nicholas

 2,748   $23.37 06/06/15   24,207 $314,624
 3,794   $33.78 03/31/16    
 2,803   $45.72 05/10/17    
 4,520  2,258 $33.21 04/01/18    
 2,869 2,869 2,867 $13.34 03/20/19    
  7,000 3,500 $21.08 03/19/20    
  22,374 11,187 $20.63 03/18/21    

Shepherdson, James

 50,415   $23.37 09/21/15 16,481 $211,945.66 20,072 $260,880
 34,153   $33.78 03/31/16    
 16,822  8,411 $45.72 05/10/17    
 20,852  10,426 $33.21 04/01/18    
 9,403 9,403 9,401 $13.34 03/20/19    
  27,372 13,685 $21.08 03/19/20    

(1)

All stock options have ten-year terms. All stock options granted in 2007 and later (other than the options granted to Mr. Lane in 2007) have a vesting schedule of four years, with one-third of the grant vesting on each of the second, third and fourth anniversaries of the grant date, provided that the last third will vest only if the AXA ordinary share performs at least as well as the EuroStoxxDow Jones Euro Stoxx Insurance Index during a specified period (this condition applies to all options granted to Mr. Pearson in 2013, 2012 and 2011). All stock options granted in 2006 and earlier are vested.

 

(2) (2)

StockAll stock options granted prior to 2005 to each named executive officer other than Mr. Pearson and Mr. Dziadzio have U.S. dollar exercise prices. Stock options granted in 2005 and later, and all options granted to Mr. Pearson and Mr. Dziadzio, have euro exercise prices. All euro exercise prices have been converted to U.S. dollars based on the euro to U.S. dollar exchange rate on the day prior to the grant date. The actual U.S. dollar equivalent of the exercise price will depend on the exchange rate at the date of exercise.

 

(3) (3)

ThisFor Mr. Pearson, this column reflects 33,129 earned performance units. For Mr. Malmstrom, this column reflects 8,250 earned performance units and 50 AXA miles. For Mr. Piazzolla, this column reflects 10,067 earned performance units and 50 AXA miles. For Mr. Lane, this column reflects 12,079 earned performance units and 50 AXA miles. For Mr. Wright this column reflects 8,757 earned performance units and 50 AXA miles. For Mr. McMahon, this column reflects 36,236 earned performance units, 15,883 restricted AXA ordinary shares granted to Mr. McMahon in 2010 10,107 restrictedand 50 AXA ADRs granted to Mr. Shepherdson in 2009 and 6,374 restricted AXA ADRs granted to Mr. Shepherdson in 2010.miles.

 

(4)

The amounts in this column include all unearned and unvested performance units and performance shares as of December 31, 2011.2013.

11-21


OPTION EXERCISES AND STOCK VESTED IN 20112013

The following table summarizes the value received from stock option exercises and stock grants vested during 2011.2013.

 

  OPTION AWARDS  STOCK AWARDS   OPTION AWARDS  STOCK AWARDS

Name

  Number of
Shares
Acquired
on Exercise
  Value
Realized
on
Exercise
  Number of
Shares
Acquired on
Vesting(1)
  Value
Realized on
Vesting(2)
   Number of
Shares
  Acquired  

on Exercise
  Value
  Realized  
on Exercise(1)
  Number of
Shares
  Acquired on  
Vesting(2)
  Value
  Realized  
on
Vesting(3)

Pearson, Mark

      15,781   $314,756    12,690  $38,249  8,721  $154,798

Dziadzio, Richard

      13,883   $275,855  

Malmstrom, Anders

  4,482  $48,889  2,890  $51,298

Lane, Nicholas

      3,374  $59,889

Piazzolla, Salvatore

      -  $0

Wright, Robert

      4,888  $86,762

McMahon, Andrew

      13,883   $275,855    103,793  $650,943  11,375  $201,906

Silver, Richard

      13,883   $275,855  

Piazzolla, Salvatore

      -   $0  

Lane, Nicholas

      52   $1,187  

Shepherdson, James

      14,689   $292,117  

 

(1)(1)

This column reflects the actual sale price received for the stock acquired upon the option exercise less the exercise price and fees.

(2)

This column reflects the number of performance units granted to the executives under the 20092010 AXA Performance Unit Plan that vested on March 20, 2011. The payout of the units was 70.0% in cash and 30.0% in AXA ordinary shares that are non-transferable for a period of two years, except in the case of termination of employment. For Mr. Lane and Mr. Pearson, this column also includes 52 AXA miles granted to the executives under the 2007 AXA Miles Program that vested on July 1, 2011. The payout of the AXA miles was 100.0% in AXA ordinary shares with no transferability restriction. For Mr. Shepherdson, this column includes 1,674 restricted AXA ADRs that vested as follows:19, 2013.

 

Vesting Date

Shares Vested

1/19

664

1/20

478

1/31

532

The amounts listed for 1/19 and 1/20 represent shares that received accelerated vesting so Mr. Shepherdson could pay related income taxes.

(2)(3)

The value of the performance units that vested in 20112013 was determined based onequal to the average of the high and lowclosing prices for the AXA ordinary share price on NYSE Euronext Paris SA over the 20 trading days immediately preceding March 18, 2011,19, 2013, converted to U.S. dollars using euro to U.S. dollar exchange rate on March 18, 2011.2013.

11-23


PENSION BENEFITS AS OF DECEMBER 31, 20112013

The following table lists the pension program participation and actuarial present value of each named executive officer’sNamed Executive Officer’s defined benefit pension at December 31, 2011.2013.

 

Name

  

Plan Name(1)

  Number of
Years
Credited
Service
  Present Value of
Accumulated
Benefit
  Payments during
the last fiscal year

Pearson, Mark

  AXA Equitable Retirement Plan  1  $19,145  $    -
  AXA Equitable Excess Retirement Plan  1  $76,047  $    -
  AXA Equitable Executive Survivor Benefit Plan  1  $68,359  $    -

Dziadzio, Richard

  AXA Equitable Retirement Plan  6  $134,217  $    -
  AXA Equitable Excess Retirement Plan  6  $687,701  $    -
  AXA Equitable Executive Survivor Benefit Plan  6  $673,844  $    -

McMahon, Andrew

  AXA Equitable Retirement Plan  5  $119,869  $    -
  AXA Equitable Excess Retirement Plan  5  $772,934  $    -
  AXA Equitable Executive Survivor Benefit Plan  5  $424,209  $    -

Silver, Richard

  AXA Equitable Retirement Plan  25  $607,040  $    -
  AXA Equitable Excess Retirement Plan  25  $1,619,430  $    -
  AXA Equitable Executive Survivor Benefit Plan  25  $1,937,728  $    -

11-22


Name

  

Plan Name(1)

  Number of
Years
Credited
Service
  Present Value of
Accumulated
Benefit
  Payments during
the last fiscal year
  

Plan Name(1)

 Number of
Years
Credited
Service
 Present Value of
Accumulated
Benefit
 Payments during
the last fiscal year

Piazzolla, Salvatore

  AXA Equitable Retirement Plan  -  $0  $    -

Pearson, Mark

  AXA Equitable Retirement Plan 4 $57,892 -
  AXA Equitable Excess Retirement Plan 4 $431,782 -
  AXA Equitable Executive Survivor Benefit Plan 4 $1,922,688 -

Malmstrom, Anders

  AXA Equitable Retirement Plan - $0 -
  AXA Equitable Excess Retirement Plan  -  $0  $    -  AXA Equitable Excess Retirement Plan - $0 -
  AXA Equitable Executive Survivor Benefit Plan  -  $101,548  $    -  AXA Equitable Executive Survivor Benefit Plan - $9,847 -

Lane, Nicholas

  AXA Equitable Retirement Plan  5  $108,105  $    -  AXA Equitable Retirement Plan 7 $146,094 -
  AXA Equitable Excess Retirement Plan  5  $92,033  $    -  AXA Equitable Excess Retirement Plan 7 $283,089 -
  AXA Equitable Executive Survivor Benefit Plan  5  $173,165  $    -  AXA Equitable Executive Survivor Benefit Plan 7 $314,469 -

Shepherdson, James

  AXA Equitable Retirement Plan  10  $0  $99,155

Piazzolla, Salvatore

  AXA Equitable Retirement Plan 1 $36,367 -
  AXA Equitable Excess Retirement Plan  10  $0  $765,765  AXA Equitable Excess Retirement Plan 1 $186,688 -
  AXA Equitable Executive Survivor Benefit Plan  10  $3,962,143  $    -  AXA Equitable Executive Survivor Benefit Plan 1 $555,945 -

Wright, Robert

  MONY Life Retirement Income Security Plan for Employees 32 $1,492,808 
  

AXA Financial, Inc. Excess Benefit Plan for Select Employees

 32 $6,714,839 -
  AXA Equitable Executive Survivor Benefit Plan 32 $1,663,706 -

McMahon, Andrew

  AXA Equitable Retirement Plan 7 $160,983 -
  AXA Equitable Excess Retirement Plan 7 $1,154,551 -
  AXA Equitable Executive Survivor Benefit Plan 7 $683,440 -

 

(1)

Except as described in the following sentence, the December 31, 20112013 liabilities for the AXA Equitable Retirement Plan (the “Retirement Plan”), the MONY Life Retirement Income Security Plan for Employees (“RISPE”), the AXA Equitable Excess Retirement Plan (the “Excess Plan”), the AXA Financial, Inc. Excess Benefit Plan for Select Employees (the “RISPE Excess Plan”) and the AXA Equitable Executive Survivor BenefitBenefits Plan (the “Executive Life“ESB Plan”) were calculated using the same participant data, plan provisions and actuarial methods and assumptions used under U.S. GAAP accounting guidance. A retirement age of 65 is assumed for all pension plan calculations, except that a retirement age of 60 is assumed for Mr. SilverWright since he is eligible for an unreduced Prior Plan Annuity Benefit (as defined below)plan benefits at age 60.

The Retirement Plan

The Retirement Plan is a tax-qualified defined benefit plan for eligible employees. Employees become eligibleThe Retirement Plan was frozen to participate after one yearnew participants effective December 31, 2013 and accruals of service andbenefits generally creased to accrue.

Participants become vested in their benefits under the Retirement Plan after three years of service. Participants are eligible to retire and begin receiving benefits under the Retirement Plan: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”).

ThePrior to the freeze, the Retirement Plan currently providesprovided a cash balance benefit whereby AXA Equitable established a notional account is established for each Retirement Plan participant. This notional account iswas credited with deemed pay credits equal to 5.0%5% of eligible earningscompensation up to the Social Security wage base plus 10.0%10% of eligible earningscompensation above the Social Security wage base. Eligible earnings includecompensation included base salary and short-term incentive compensation and arewas subject to limits imposed by the Internal Revenue Code of 1986, as amended (currently, $250,000 for 2012)($255,000 in 2013 and $260,000 in 2014). In addition, theThese notional account isaccounts continue to be credited with deemed interest credits. TheFor pay credits earned on or after April 1, 2012 up to December 31, 2013, the interest rate of interest is determined annually based on the average of monthly 1-Yeardiscount rates for one-year Treasury Constant MaturityMaturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4% or a rate derived from the average discount rates for the 12-month period ending with November of theone-year Treasury Constant Maturities. For 2013, pay credits earned prior year, subject to a minimumApril 1, 2012 received an interest crediting rate of 4.0%. The annual cash account4% while pay credits earned on or after April 1, 2012, received an interest crediting rate was 4.0% for 2011.of .25%.

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All of the Named Executive Officers, except Mr. Malmstrom and Mr. Wright, are entitled to a frozen cash balance benefit. In addition, Mr. Silver is entitled to a monthly annuity benefit that is provided to employees who were participants inunder the Retirement Plan before January 1, 1989 (the “Prior Plan Annuity Benefit”). His Prior Plan Annuity Benefit is the product of 60.0% of his final average monthly earnings and his service reduction factor, with an offset for Social Security benefits. For this purpose, his final average monthly earnings is the average of his highest monthly eligible earnings for any 60-consecutive months during the 120-month period ending December 31, 1988 and his service reduction factor is the quotient of his actual years of service as of December 31, 1988 divided by 30.Plan.

Participants elect the time and form of payment of their Retirement Plan benefits after they separate from service. The normal form of payment for retirement plan benefits depends on a participant’s marital status as of the payment commencement

11-23


date. If the participant is unmarried, the normal form will be a single life annuity. If the participant is married, the normal form will be a 50.0%50% joint and survivor annuity. Subject to spousal consent requirements, participants may elect the following optional forms of payment:

 Ø

Single life annuity;

 Ø

Optional joint and survivor annuity of any whole percentage between 1.0%1% and 100.0%100%; and

 Ø

Lump sum (cash balance benefits only).

The Excess Plan

The Excess Plan, allowswhich was generally frozen as of December 31, 2013, allow eligible employees to earn retirement benefits in excess of what is permitted under the Retirement Plan. Specifically, the Retirement Plan is subject to rules under the Internal Revenue Code of 1986, as amended (the “Code”), that cap both the amount of eligible earnings that may be taken into account for determining benefits under the Retirement Plan and the amount of benefits that the Retirement Plan may pay annually. ThePrior to the freeze of the Retirement Plan, the Excess Plan permitspermitted participants to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for these limits. The Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

The Excess Plan was amended effective September 1, 2008 to comply with the provisions of Code Section 409A. Pursuant to the amendment, a participant’s Excess Plan benefits vested after 2005 will generally be paid in a lump sum on the first day of the month following the month in which separation from service occurs, provided that payment will be delayed six months for “specified employees” (generally, the fifty most highly-compensated officers of AXA Group), unless the participant made a special one-time election with respect to the time and form of payment of those benefits by November 14, 2008. The time and form of payment of Excess Plan benefits that vested prior to 2005 is the same as the time and form of payment of the participant’s Retirement Plan benefits. Mr. Malmstrom and Mr. Wright do not participate in the Excess Plan.

RISPE

As a former employee of MONY Life, Mr. Wright participates in RISPE, which is a tax-qualified defined benefit plan sponsored by AXA Financial for former eligible employees of MONY Life. RISPE provides for retirement benefits upon reaching age sixty-five and has provisions for early retirement, death benefits, and benefits upon termination of employment for vested participants. RISPE was frozen to new entrants on July 8, 2004 and accruals of benefits generally ceased to accrue effective December 31, 2013. It has a three-year cliff-vesting schedule. Participants are eligible to retire and begin receiving benefits under RISPE: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”). For certain grandfathered participants, including Mr. Wright, RISPE provides benefits under a formula based on final average pay and years of accrual service (as determined as of December 31, 2013 with the freeze of RISPE for grandfathered participants).

Participants elect the time and form of payment of their RISPE benefits after they separate from service. The normal form of payment depends on a participant’s marital status as of the payment commencement date. If the participant is unmarried, the normal form will be a single life annuity. If the participant is married, the normal form will be a 50% joint and survivor annuity. Subject to spousal consent requirements, participants may elect an optional form. Among the options are single life annuity, optional joint and survivor annuity of any whole percentage between 1% and 100% and lump sum.

None of the Named Executive Officers, except Mr. Wright, are entitled to a benefit under RISPE.

RISPE Excess Plan

As a former employee of MONY Life, Mr. Wright participates in the RISPE Excess Plan (prior to October 1, 2013, the Excess Benefit Plan for MONY Employees) which is sponsored by AXA Financial. Prior to the freeze of this plan on December 31, 2013, it allowed former eligible employees of MONY Life to earn retirement benefits in excess of what is permitted under the Code with respect to RISPE. Specifically, RISPE is subject to rules under the Code that cap both the amount of eligible earnings that may be taken into

11-25


account for determining benefits under RISPE and the amount of benefits RISPE may pay annually. The Employee Excess Plan permitted participants, including Mr. Wright, to accrue and be paid benefits that they would have earned and been paid under RISPE but for these limits. The RISPE Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

None of the Named Executive Officers, except Mr. Wright, are entitled to a benefit under the Employee Excess Plan.

The Executive LifeESB Plan

The ESB Plan offers financial protection to a participant’s family in the case of his or her death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one times the participant’s eligible compensation (generally, base salary plus higher of most recent short-term incentive compensation award and the average of the three highest short-term incentive compensation awards), subject to an overall $25 million cap. Each level offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level.

Level 1

A participant can choose between two options at Level 1:

 Ø

Lump Sum Option – Under the Lump Sum Option, a life insurance policy is purchased on the participant’s life. At death, the participant’s beneficiary receives a tax-free lump sum death benefit from the policy. The participant is taxed annually on the value of the life insurance coverage provided.

 Ø

Survivor Income Option – Upon the participant’s death, the Survivor Income Option provides the participant’s beneficiary with 15 annual payments approximating the value of the Lump Sum Option or a payment equal to the amount of the lump sum. The payments will be taxable but the participant is not subject to annual taxation.

Level 1 coverage continues after retirement until the participant attains age 65.

Level 2

At Level 2, a participant can choose among the Lump Sum Option and Survivor Income Option, described above, and:

 Ø

Surviving Spouse Benefit Option - The Surviving Spouse Benefit Option provides the participant’s spouse with monthly income equal to about 25% of the participant’s monthly compensation (with an offset for social security). The payments are taxable but there is no annual taxation to the participant. The duration of the monthly income depends on the participant’s years of service at death (minimum of 5 years).

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Level 2 coverage continues after retirement until the participant’s death.

Levels 3 and 4

At Levels 3 and 4, a participant can choose among the Lump Sum Option and Survivor Income Option, described above and:

 Ø

Surviving Spouse Income Addition Option Option – The Surviving Spouse Income Addition Option provides monthly income to the participant’s spouse for life equal to 10% of the participant’s monthly compensation. The payments are taxable but there is no annual taxation to the participant.

Participants are required to contribute to the cost of any option elected under Levels 3 and 4. Level 3 and 4 coverage continues after retirement until the participant’s death provided that contributions are still made by the participant until age 65.

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NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 20112013

The following table provides information on compensation the named executive officers haveMr. Wright has elected to defer as described in the narrative that follows.

 

Name

  Executive
Contributions
in Last FY
  Registrant
Contributions
in Last FY
  Aggregate
Earnings in
Last FY
   Aggregate
Withdrawals/

Distributions
   Aggregate
Balance at
at Last FYE
  Executive
Contributions

in Last FY
 Registrant
Contributions
in Last FY
 Aggregate
Earnings in
Last FY
 Aggregate
Withdrawals/Distributions
 Aggregate
Balance at

at Last FYE

Pearson, Mark

               

Dziadzio, Richard

          

Malmstrom, Anders

     

Lane, Nicholas

     

Piazzolla, Salvatore

     

Wright, Robert

   $7,198 - $63,796

McMahon, Andrew

               

Silver, Richard

      $    70,290    $    47,832    $    551,231  

Lane, Nick

          

Shepherdson, James

          

Piazzolla, Salvatore

          

The AXA Equitable Post-2004 Variable Deferred Compensation Plan for Executives (the “Post-2004 Plan”).

The above table reflects amounts deferred by Mr. SilverWright under the “Post-2004 Plan”.

The Variable Deferred CompensationPost-2004 Plan for Executives (the “VDCP”). Under the VDCP,allows eligible employees were permitted to defer the receipt of up to 25.0%25% of their base salary and short-term incentive compensation, as well as 100.0% of any restricted stock grants.compensation. Deferrals wereare credited to a bookkeeping account in the participant’s name on the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the participant’s name. The VDCP was frozen as of December 31, 2004 so that no amounts earned or vested after 2004 could be deferred under the VDCP.

Account balances in the VDCP that are attributable to deferrals of base salary and short-term incentive compensationPost-2004 Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The VDCPPost-2004 Plan currently offers a variety of earnings crediting options which are among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

For deferrals of restricted stock awards,Each year, participants received deferred stock units in the same number and withPost-2004 Plan can elect to make deferrals into an account they have already established under the same vesting restrictions as the underlying awards. The participant is entitledplan or they may open a new account, provided that they may not allocate any new deferrals into an account if they are scheduled to receive dividend equivalents onpayments from the deferred stock units, if applicable. The deferred stock units are distributed in stock.

Participantsaccount in the VDCP couldnext calendar year. When participants establish an account, they must elect to creditthe form and timing of payments for that account. They may receive payments of their deferrals to in-serviceaccount balance in a lump sum or retirement distribution accounts. For retirement accounts, payments may be received in any combination of a lump sum and/or annual installments paid inover consecutive years. PaymentsThey may beginelect to commence payments from an account in July or December of any January or Julyyear after the year following the participant’s termination date, but theydeferral election provided that payments must begincommence by either the first January or the first July or December following the later of: (a) the participant’s attainment of age 65 and (b) the date that is thirteen months following the participant’s termination date. For in-service accounts, payments are made to the participant in December of the year elected by the participant in a lump sum or in up to five annual installments over consecutive years.

71.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The table below and the accompanying text presents the hypothetical payments and benefits that would have been payable if the Named Executive Officers terminated employment, or a change-in-control of AXA Financial occurred, on December 31, 20112013 (the “Trigger Date”). The payments and benefits described are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described.

Because Mr. McMahon entered into a separation agreement effective September 12, 2013, he is not included in the discussion below. For a description of the terms of his separation agreement, please see the Compensation Discussion and Analysis.

Retirement

The Named Executive Officers would have been entitled to the following payments and benefits if they retired on the Trigger Date. For this purpose, “retirement” means termination of service on or after the normal retirement date or any early retirement date under the Retirement Plan. Note that Mr. Shepherdson actually retired in February 2011 and the only Named Executive Officer eligible to retire on the Trigger Date was Mr. Silver.Wright.

Short-Term Incentive Compensation:     The executives may have received short-term incentive compensation awards for 20112013 under the Retiree Short-Term Incentive Compensation (“STIC”) Program. Under that program, retirees who have satisfactory levels of performance and meet certain other requirements are eligible to receive a prorated STIC award based on their completed months of service during the calendar year in which they retire. Note that Mr. Shepherdson received a pro-rated STIC award for 2011 in the first quarter of 2011 under a separate arrangement with the company entered into at the time of his retirement.

Stock Options:     All stock options granted to the executives would have continued to vest and be exercisable until their expiration date, except in the case of misconduct (for which the options would be forfeited).

Performance Units, AXA Miles and Performance Shares:     The executives would have been treated as if they continued in the employ of the company until the end of the vesting period for purposes of their performance units.unit, AXA Miles and performance share awards. Accordingly, they would have received performance unit, AXA Miles and performance share plan payouts at the same time and in the same amounts as they would have received such payouts if they had not retired.

Restricted Stock: All non-transferable stock granted to the executives in connection with the performance unit payouts in 2010 and 2011 would have immediately become transferable.

Retirement Benefits: The executives’ eligible beneficiaries or spouses would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Voluntary Termination Other Than Retirement

Named Executive Officers Other than Mr. Pearson

If the Named Executive Officers other than Mr. Pearson had voluntarily terminated employment other than by retirement on the Trigger Date:

Short-Term Incentive Compensation: The executives would not have been entitled to any short-term incentive compensation awards for 2011.

Stock Options: All stock options granted to the executives after 2004 and all options granted to Mr. Dziadzio, would have been forfeited on the termination date. All stock options granted prior to 2005 other than options granted to Mr. Dziadzio would have continued to be exercisable until the earlier of their expiration date and 30 days following the termination date.

Performance Units: The executives would have forfeited all performance units.

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Restricted Stock: All non-transferable stock granted to the executives in connection with a performance unit payout would have immediately become transferable. Mr. McMahon’s restricted stock grant would have been forfeited.

Retirement Benefits:     The executives would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Voluntary Termination Other Than Retirement

Named Executive Officers Other than Mr. Pearson and Mr. McMahon

If the Named Executive Officers, other than Mr. Pearson and Mr. McMahon, had voluntarily terminated employment other than by retirement on the Trigger Date:

Short-Term Incentive Compensation:    The executives would not have been entitled to any short-term incentive compensation awards for 2013.

Stock Options:    All stock options granted to the executives would have been forfeited on the termination date.

11-27


Performance Units and Performance Shares:    The executives would have forfeited all performance units and performance shares.

AXA Miles:    The executives would have forfeited all 50 of the AXA miles granted on March 16, 2012.

Retirement Benefits:    The executives would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Mr. Pearson

If Mr. Pearson had voluntarily terminated on the Trigger Date for “Good Reason” as described below, he would have been entitled to: (i) severance pay equal to the sum of two years of salary and two times the greatest of: (a) Mr. Pearson’s most recent bonus, (b) the average of Mr. Pearson’s last three bonuses and (c) Mr. Pearson’s target bonus for the year in which termination occurred, (ii) a pro-rated bonus at target for the year of termination, (iii) excess pension plan accruals on the severance pay, (iv) continued participation in the Executive LifeESB Plan for an additional year following termination and (v) access to the company medical plans at Mr. Pearson’s or his spouse’s sole expense for two years from the date of termination.

For this purpose, “good reason”“Good Reason” includes a material reduction in Mr. Pearson’s duties or authority, the removal of Mr. Pearson from his positions, AXA Equitable requiring Mr. Pearson to be based at an office more than 75 miles from New York City, a diminution of Mr. Pearson’s titles, a material failure by the company to comply with the agreement’s compensation provisions, a failure of the company to secure a written assumption of the agreement by any successor company and a change in control of AXA Financial (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). The severance benefits are contingent upon Mr. Pearson releasing all claims against AXA Equitable and its affiliates and his entitlement to severance pay will be discontinued if he provides services for a competitor. Also, in the event of a termination of Mr. Pearson’s employment by AXA Equitable without cause or Mr. Pearson’s resignation due to a change in control, Mr. Pearson’s severance benefits will cease after one year if certain performance conditions are not met.met for each of the two consecutive fiscal years immediately preceding the year of termination.

The following table quantifies severance payments or benefits Mr. Pearson would have received if he had voluntarily terminated for Good Reason on the Trigger Date:

 

Severance Pay

$    4,255,000

Pro-Rated Bonus

$    1,955,000

Additional Pension Accruals

$    609,990

Severance Pay

  $  6,615,000  

Pro-Rated Bonus

  $2,082,500 

Additional Pension Accruals

  $649,800 

Death

If the Named Executive Officers had terminated employment due to death on the Trigger Date:

Short-Term Incentive Compensation:    The executives would not have been entitled to any short-term incentive compensation awards for 2011.2013.

Stock Options:    All stock options would have immediately vested. All stock options granted to the executives after 2004,vested and all options granted to Mr. Dziadzio and Mr. Pearson, would have continued to be exercisable until the earlier of their expiration date and the six-month anniversary of the date of death. If the Participant’s beneficiary did not exercise the options within this time limit, the beneficiary would be granted a stock appreciation right (“SAR”) which would entitle the beneficiary to a cash payment equal to the appreciation in the stock over the exercise price of the forfeited option. The SAR would automatically be paid out on the date that is the earlier of (i) 5 years from the date of death and (ii) the expiration date of the forfeited option (note that, in the case of Mr. Pearson, this SAR provision applies only to his 2011 options). All stock options granted prior to 2005 to Named Executive Officers other than Mr. Dziadzio and Mr. Pearson would have continued to be exercisable until their expiration date.

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Performance Units and Performance Shares:    The number of unearned performance units outstanding ongranted in 2012 and the Trigger Datenumber of performance shares granted in 2013 would have been multiplied by an assumed Performance Factorperformance factor of 1.3 and the resulting amountnumber of performance units granted in 2011 would have been paid tomultiplied by the executive’s heirs.actual performance factor for that plan. The performance units would have been valued based on the closing price of the AXA ordinary share on Euronext Paris and the euro to U.S. dollar exchange rate on the Trigger Date.

11-27


Restricted Stock: All non-transferable stock grantedDate and the resulting amount would have been paid in cash to the executives in connection with aexecutive’s heirs within 90 days following death. The performance unit payoutshares would have immediately become transferable. Mr. McMahon’s restricted stock grantbeen paid in AXA ordinary shares to the executive’s heirs within 90 days following death.

AXA Miles:    The executive’s heirs would have become immediately non-forfeitable and transferable.receive 50 AXA ordinary shares at the end of the vesting period (i.e., March 16, 2016).

Retirement Benefits:    The executives heirs’executives’ heirs would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above.

Involuntary Termination Without Cause

Named Executive Officers Other than Mr. Pearson and Mr. McMahon

The Named Executive Officers, other thanexcluding Mr. Pearson and Mr. McMahon, would have been eligible for severance benefits under the AXA Equitable Severance Benefit Plan, as supplemented by the AXA Equitable Supplemental Severance Plan for Executives (collectively, the “Severance Plan”), if an involuntary termination of employment had occurred on the Trigger Date that satisfied the conditions in the Severance Plan. To receive benefits, the executives would have been required to sign a separation agreement including a release of all claims against AXA Equitable and its affiliates and non-solicitation provisions.

The severance benefits would have included:

 

severance pay equal to 52 weeks’ of base salary;

 

additional severance pay equal to the greater of: (i) the most recent STIC award paid to the executive, (ii) the average of the three most recent STIC awards paid to the executive or (iii) the executive’s target STIC award for 2011;2013;

 

a lump sum payment equal to the sum of: (i) the executive’s target STIC award for 20112013 and (ii) $40,000; and

 

one year’s continued participation in the Executive LifeESB Plan; and

 

pension accruals for all severance pay, subject to the terms of the Retirement Plan and the Excess Plan.Plan (or, in Mr. Wright’s case, RISPE and the RISPE Excess Plan).

 

11-2811-29


The following table lists the payments and pension accruals that the executives would have received if they were involuntarily terminated under the Severance Plan on the Trigger Date as well as the implications for their stock option, performance unit and restricted stockperformance share awards:

 

  Severance Benefits  

Equity Grants

Name

 Severance  Lump Sum
Payment
  Additional
Pension
Accruals
  

Stock Options(1)

 Performance
Units(1)
 

Restricted Stock(2)

Dziadzio, Richard

 $1,695,435   $1,240,000   $164,039   Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period. Forfeited N/A

McMahon, Andrew

 $2,593,019   $1,840,000   $253,797   Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period. Forfeited A pro-rated portion of each grant would become non- forfeitable on the Trigger Date based on the number of months worked since the grant date but remain non- transferable until the fifth anniversary of the grant date.

Richard Silver

 $1,695,435   $1,240,000   $164,039   Options would continue to vest and be exercisable through their expiration date. Continued

vesting

 N/A

Salvatore Piazzolla

 $1,695,435   $640,000   $164,039   Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period. Forfeited N/A

Nicholas Lane

 $897,583   $490,000   $84,253   Options would continue to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period. Forfeited N/A

   Severance Benefits   

Equity Grants

Name

   Severance   Lump Sum
 Payment 
  Additional
Pension
Accruals 
   

    Stock Options    

  Performance
Units/Shares

Malmstrom, Anders

  $1,256,617  $640,000   N/A    

Options would continue

to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period.

  Forfeited

Lane, Nicholas

  $1,471,040  $815,000  $141,254    

Options would continue

to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period.

  Forfeited

Piazzolla, Salvatore

  $1,760,261  $840,000  $170,176    

Options would continue

to vest and be exercisable until the earlier of their expiration date and 30 days after the end of the one-year severance period.

  Forfeited

Wright, Robert

  $1,316,456  $940,000  $200,448    Continued vesting in all options and ability to exercise the options through expiration date.  Continued vesting in
all performance
units and shares
granted

prior to the
termination date

 

11-2911-30


(1)

For purposes of this column, it is assumed that Mr. Silver would have retired on the Trigger Date to take advantage of the more favorable retirement rules applicable to stock options and performance units.

(2)

This column only lists rules applicable to restricted stock grants other than non-transferable stock granted in connection with a performance unit plan payout. Such stock would have become immediately transferable.

Mr. Pearson

Under Mr. Pearson’s employment agreement, he waived any right to participate in the Severance Plan. Rather, if Mr. Pearson’s employment had been terminated without “Cause” as defined below on the Trigger Date, he would have been entitled to the same benefits as termination for Good Reason as described above, subject to the same conditions. “Cause” is defined in Mr. Pearson’s employment agreement as: (i) willful failure to perform substantially his duties after reasonable notice of his failure, (ii) willful misconduct that is materially injurious to the Company,company, (iii) conviction of, or plea ofnolo contedere to, a felony or (iv) willful breach of any written covenant or agreement with the Companycompany to not disclose information pertaining to them or to not compete or interfere with the Company.company.

Change-in-Control

With the exception of Mr. Pearson, none of the Named Executive Officers are entitled to any special benefits upon a change-in-control of AXA Financial other than the benefits provided to all employees for their stock options, restricted stock and performance units.

For stock options granted to employees in 2005 or later, and all stock options granted to Mr. Dziadzio and Mr. Pearson,under the Stock Option Plan, if there is a change in control of AXA Financial, all stock options will become immediately exercisable for their term regardless of the otherwise applicable exercise schedule. ForRestricted stock options granted to employees other than Mr. Dziadziounder the AXA Financial, Inc. 1997 Stock Incentive Plan will become non-forfeitable and Mr. Pearson prior to 2005 and restricted stock, each stock option will, at the discretion ofbe immediately transferable unless the Organization and Compensation Committee of the AXA Financial Board of Directors (the “AXA Financial OCC”), either be canceled in exchange for a payment in cash or become immediately exercisable and all restricted stock will become non-forfeitable and be immediately transferable unless the AXA Financial OCC reasonably determines that: (i) the stock options or restricted stock will be honored, (i)(ii) the stock options or restricted stock will be assumed or (iii) alternative awards will be substituted for the stock options and restricted stock. Such alternative awards must, among other items, provide rights and entitlements substantially equivalent to, or better than, the rights and entitlements of the existing awards and must have substantially equivalent economic value.

Under the 20102012 and 2011 Performance Unit Plans, if there is a change in control of AXA Financial at any time between the end of the performance period and the settlement date of the performance units, participants in the plan will maintain the right to receive the settlement of their performance units.

As mentioned above, Mr. Pearson’s employment agreement provides that “Good Reason” includes Mr. Pearson’s termination of employment in the event of a change-in-control (provided that Mr. Pearson delivers notice of termination within 180 days after the change in control). Accordingly, Mr. Pearson would have been entitled to the benefits described above, subject to the same conditions. For this purpose, a change-in-control includes: (a) any person becoming the beneficial owner of more than 50% of the voting stock of AXA Financial, (b) AXA and its affiliates ceasing to control the election of a majority of the AXA Financial Board of directors and (c) approval by AXA Financial’s stock holders of a reorganization, merger or consolidation or sale of all or substantially all of the assets of AXA Financial unless AXA and its affiliates owned directly or indirectly more than 50% of voting power of the company resulting from such transaction.

 

11-3011-31


20112013 DIRECTOR COMPENSATION TABLE

The following table provides information on compensation that was paid to our directors for 20112013 services. Each of our directors serves on the boards of AXA Financial, AXA Equitable and two other affiliates.MONY Life Insurance Company of America. In addition, they served on the board of MONY Life Insurance Company through October 1, 2013. The amounts below include amounts paid for the directors’ services for all four boards.

 

Name

 Fees
Earned
or Paid
in Cash(1)
 Stock
Awards(2)
 Option
Awards(3)
 Non-Equity
Incentive Plan
Compensation
 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
 All Other
Compensation(4)
 Total  Fees
Earned

or Paid
in Cash(1) 
  Stock
 Awards(2)    
  Option
    Awards(3)    
  Non-Equity
Incentive Plan
Compensation 
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
  All Other
Compensation(4) 
  Total

De Castries, Henri

 $0 $0 $0 $0 $0 $125,000 $125,000  -  -  -  -  -  $481,052  $481,052

Duverne, Denis

 $0 $0 $0 $0 $0 $50,000 $50,000  -  -  -  -  -  $320,892  $320,892

Goins, Charlynn

 $71,000 $80,000 $4,830 $0 $0 $15,946 $171,775

De Oliveira, Ramon

  $65,000  $80,000  $3,828  -  -  $758  $149,586

Fallon-Walsh,

              

Barbara

  $83,300  $80,000  $3,828  -  -  $1,814  $168,942

Hale, Danny L.

 $77,000 $80,000 $4,830 $0 $0 $36,533 $198,362  $92,600  $80,000  $3,828  -  -  $3,212  $179,640

Hamilton, Anthony L.

 $84,619 $80,000 $4,830 $0 $0 $2,201 $171,649  $95,800  $80,000  $3,828  -  -  $506  $180,134

Henderson, Mary R.(5)

 $31,543 $48,956 $4,830 $0 $0 $119 $85,448

Higgins, James F.

 $90,600 $80,000 $4,830 $0 $0 $706 $176,135

Kraus, Peter S.

 $0 $0 $0 $0 $0 $0 $0  -  -  -  -  -  -  -

De Oliveira, Ramon

 $38,018 $31,183 $0 $0 $0 $209 $69,410

Miller, Scott D.

 $83,600 $80,000 $4,830 $0 $0 $358 $168,788

Moglia, Joseph H.(5)

 $32,224 $48,956 $4,830 $0 $0 $119 $86,129

Scott, Bertram

  $79,100  $80,000  $3,828  -  -  $995  $163,923

Slutsky, Lorie A.

 $71,000 $80,000 $4,830 $0 $0 $358 $156,188  $81,000  $80,000  $3,828  -  -  $957  $165,785

Suleiman, Ezra

 $77,000 $80,000 $4,830 $0 $0 $358 $162,188

Tobin, Peter J.

 $105,000 $80,000 $4,830 $0 $0 $358 $190,188

Vaughan, Richard C.

 $77,000 $80,000 $4,830 $0 $0 $9,708 $171,538  $101,500  $80,000  $3,828  -  -  $2,499  $187,827

 

(1) 

For 2011,2013, each of our non-officer directors received the following cash compensation:

$65,000 cash retainer (pro-rated for partial years of service);

$1,200 for each special board meeting attended;

$1,500 for each Audit Committee meeting attended; and

$1,200 for all other Committee meetings attended.

$65,000 cash retainer (pro-rated for partial years of service);

$1,200 for each special board meeting attended;

$1,500 for each Audit Committee meeting attended; and

$1,200 for all other Committee meetings attended.

In addition, the Chairpersons of the Organization and Compensation Committee, the Investment Committee and the Investment and Finance Committee each received an additionala $10,000 retainer and the Chairman of the Audit Committee received a $12,500 retainer.

 

(2) 

The amounts reported in this column represent the aggregate grant date fair value of restricted and unrestricted stock awarded in 20112013 in accordance with U.S. GAAP accounting guidance. As of December 31, 2011,2013, our directors had outstanding restricted stock awards in the following amounts:

 

Ms. GoinsMr. De Oliveira

  

5,3593,394 restricted shares

Ms. Fallon-Walsh

  1,659 restricted shares

Mr. Hale

  

1,5154,909 restricted shares

 

Mr. Hamilton

  

4,6274,909 restricted shares

Mr. Scott

  1,659 restricted shares

Ms. Henderson

 5,359 restricted shares

Mr. Higgins

5,359 restricted shares

Mr. Miller

5,359 restricted shares

Mr. Moglia

5,359 restricted shares

Ms. Slutsky

  

5,3594,909 restricted shares

 

Mr. Suleiman

5,359 restricted shares

Mr. Tobin

5,359 restricted shares

Mr. Vaughan

  

1,5154,909 restricted shares

 

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(3) 

The amounts reported in this column represent the aggregate grant date fair value of stock options awarded in 20112013 in accordance with U.S. GAAP accounting guidance. As of December 31, 2011,2013, our directors had outstanding stock options in the following amounts:

 

Ms. GoinsMr. De Oliveira

    4,361 options

8,944 optionsMs. Fallon-Walsh

    2,127 options

Mr. Hale

  

1,942  6,303 options

 

Mr. Hamilton

  17,916 options

13,555 optionsMr. Scott

    2,127 options

Ms. Henderson

 

13,555 options

Mr. Higgins

13,555 options

Mr. Miller

13,555 options

Mr. Moglia

13,555 options

Ms. Slutsky

  

8,94413,305 options

 

Mr. Suleiman

8,944 options

Mr. Tobin

13,555 options

Mr. Vaughan

  

1,942  6,303 options

 

(4) 

For Mr. De Castries and Mr. Duverne, this column lists amounts received for consulting services.services ($480,480 for Mr. De Castries and $320,320 for Mr. Duverne) as well as amounts paid by the company for their spouses to accompany them on a business trip or event ($572 for both Mr. De Castries and Mr. Duverne). For all other directors, this column lists premiums paid by the company for $125,000 of group life insurance coverage and any amounts paid by the company for a director’s spouse to accompany the director on a business trip or event (as well as any related tax gross-up). For Mr. Hale, this amount includes $18,702 of spousal expenses and $17,473 of related tax gross-up.event.

 

(5)

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Ms. Henderson and Mr. Moglia each retired in May 2011.

The Equity Plan for Directors

Under The Equity Plan for Directors (the “Equity Plan”), non-officer directors are granted the following each year:

 Ø

an option award (granted in the first quarter);

 Ø

a restricted stock award (granted in the first quarter); and

 Ø

a stock retainer of $50,000 payable in two installments in June and December.

Stock Options

The value of the stock option grants are determined using the Black-Scholes methodology or other methodology used with respect to option awards contemporaneously made to employees. The options are subject to a four-year vesting schedule whereby one-third of each grant vests on the second, third and fourth anniversaries of the grant date.

Restricted Stock

The number of shares of restricted stock to be granted to each non-officer director is determined by dividing $30,000 by the fair market value of the stock on the applicable grant date (rounded down to the nearest whole number). During the restricted period, the directors are entitled to exercise full voting rights on the restricted stock and receive all dividends and distributions. The restricted stock has a three-year cliff vesting schedule.

Termination of Service

In the event a non-officer director dies or, after completing one year of service, is removed without cause, is not reelected, retires or resigns: (a) his or her options will become fully vested and exercisable at any time prior to the earlier of the expiration of the grant or five years from termination of service and (b) his or her restricted stock will immediately become non-forfeitable; provided that if the director performs an act of misconduct, all of his or her options and restricted stock then outstanding will become forfeited. Upon any other type of termination, all outstanding options and restricted stock are forfeited.

Deferrals of Restricted Stock and Stock Retainer

Non-officer directors may elect to defer receipt of at least ten percent of their stock retainer and/or restricted stock awards. Upon deferral, the director receives deferred stock units in the same number and with the same vesting restrictions, if any, as

11-32


the underlying awards. The director is entitled to receive dividend equivalents on such deferred stock units, if applicable. The deferred stock units will be distributed in stock on an elected distribution date or upon the occurrence of certain events.

Change in Control

Upon a change in control of AXA Financial, unless the awards will be assumed or substituted following the change in control: (a) the options will either become fully exercisable or cancelled in exchange for a payment in cash equal to the excess, if any, of the change in control price over the exercise price, and (b) the restricted stock will become immediately non-forfeitable.

Charitable Award Program for Directors

Under the Charitable Award Program for Directors, a non-officer director may designate up to five charitable organizations and/or education institutions to receive an aggregate donation of $500,000 after his or her death. Although the company may purchase life insurance policies insuring the lives of the participants to financially support the program, it has not elected to do so.

Matching Gifts

Non-officer directors may participate in AXA Foundation’s Matching Gifts program. Under this program, the AXA Foundation matches donations made by participants to public charities of $50 or more, up to $2,000 per year.

11-33


Business Travel Accident

All directors are covered for accidental loss of life while traveling to, or returning from:

 Ø

board or committee meetings;

 Ø

trips taken at our request; and

 Ø

trips for which the director is compensated.

Each director is covered up to four times their annual compensation, subject to certain maximums.

Director Education

All directors are encouraged to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance and best practices relevant to their contribution to the board generally, as well as to their responsibilities in their specific committee assignments and other roles. We generally reimburse non-officer directors for the cost to attend director education programs offered by third parties, including related reasonable travel and lodging expenses, up to a maximum amount of $5,000 per director each calendar year.

The Post-2004 Variable Deferred Compensation Plan for Directors

Non-officer directors may defer up to 100.0%100% of their annual cash retainer and meetings fees under The Post-2004 Variable Deferred Compensation Plan for Directors (the “Deferral Plan”). Deferrals are credited to a bookkeeping account in the director’s name in the month that the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the director’s name. The minimum deferral is 10.0%10%.

Account balances in the Deferral Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Deferral Plan currently offers a variety of earnings crediting options which are among those offered by the AXA Premier VIP Trust and EQ Advisors Trust.

11-33


Participants in the Deferral Plan elect the form and timing of payments from their accounts. Payments may be received in any combination of a lump sum and/or annual installments paid in consecutive years. Payments may begin in any July or December after the year of deferral, but they must begin by the first July or the first December following age 70 (72 in the case of certain grandfathered directors). Participants make alternate elections in the event of separation from service prior to the specified payment date and death prior to both the specified payment date and separation from service.

The Deferral Plan was designed, and is intended to be administered, in accordance with the requirements of Code Section 409A.

Director Stock Ownership Guidelines

Stock ownership guidelines for non-officer directors were implemented in 2007 with a five-year compliance window. The guidelines require holdings of two times the annual cash retainer.

 

11-34


Part III, Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

We are an indirect wholly-owned subsidiary of AXA Financial. AXA Financial’s common stock is 100% owned by AXA and its subsidiaries.

For insurance regulatory purposes, the shares of common stock of AXA Financial beneficially owned by AXA and its subsidiaries have been deposited into a voting trust (“Voting Trust”), the term of which has been extended until April 29, 2021. The trustees of the Voting Trust (the “Voting Trustees”) are Henri de Castries, Denis Duverne and Mark Pearson. The Voting Trustees have agreed to exercise their voting rights to protect the legitimate economic interests of AXA, but with a view to ensuring that certain minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable.

AXA and any other holder of voting trust certificates will remain the beneficial owner of the shares deposited by it, except that the Trustees will be entitled to exercise all voting rights attached to the deposited shares so long as such shares remain subject to the Voting Trust. In voting the deposited shares, the Trustees must act to protect the legitimate economic interests of AXA and any other holders of voting trust certificates (but with a view to ensuring that certain indirect minority shareholders of AXA do not exercise control over AXA Financial or AXA Equitable). All dividends and distributions (other than those that are paid in the form of shares required to be deposited in the Voting Trust) in respect of deposited shares will be paid directly to the holders of voting trust certificates. If a holder of voting trust certificates sells or transfers deposited shares to a person who is not an AXA Party and is not (and does not, in connection with such sale or transfer, become) a holder of voting trust certificates, the shares sold or transferred will be released from the Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of the Voting Trust has been extended, with the prior approval of the Superintendent, until April 29, 2021. Future extensions of the term of the Voting Trust remain subject to the prior approval of the Superintendent.

 

12-1


SECURITY OWNERSHIP BY MANAGEMENT

The following tables set forth, as of December 31, 2011,2013, certain information regarding the beneficial ownership of common stock of AXA and of AllianceBernstein Holding Units and AllianceBernstein Units by each of our directors and executive officers and by all of our directors and executive officers as a group.

AXA Common Stock((1)1)

 

Name of Beneficial Owner

  

Number of Shares and Nature of Beneficial Ownership

Percent of Class

Mark Pearson(2)

  94,015

Percent of Class    

Mark Pearson(2)

266,775  *

Andrew McMahonHenri de Castries(3)

  187,649*

Henri de Castries(4)

4,420,4754,028,531  *

Ramon de Oliveria

  10,44711,861  *

Denis Duverne(5)(4)

  2,593,8222,445,609  *

Charlynn GoinsBarbara Fallon-Walsh(6)(5)

  11,8325,976  *

Danny (“Dan”)L. Hale(6)

  5,77116,353  *

Anthony J. Hamilton(7)

  51,16556,895  *

Peter S. Kraus

  --  *

Lorie A. SlutskyBertram L. Scott(8)

  17,4725,977  *

Ezra SuleimanLorie A. Slutsky(9)

  17,74432,560  *

Richard C. Vaughan(10)

  5,86716,458  *

RichardDave S. DziadzioHattem(10)(11)

  216,186115,253  *

Nick Lane(11)(12)

  41,66493,071*

Anders Malmstrom(13)

31,720  *

Salvatore Piazzolla(14)

  25,088  *

Amy J. Radin(15)

  14,019  *

Richard V. Silver(12)Sharon Ritchey

  303,010--  *
All directors, director nominees and

Robert O. Wright(16)

184,673*

executive officers as a group (17 persons)(13)(17)

  7,977,1197,350,819  *

 

*

Number of shares listed represents less than 1% of the outstanding AXA common stock.

 

 (1)

Holdings of AXA American Depositary Shares (“ADS”) are expressed as their equivalent in AXA ordinary shares. Each AXA ADS represents the right to receive one AXA ordinary share.

 

 (2)

Includes 52,925143,363 shares Mr. Pearson can acquire within 60 days under option plans. Also includes 7,259 restricted AXA shares, representing the 30% payout of AXA performance units awarded to Mr. Pearson in 2008 and 2009.

(3)

Includes 187,649 shares Mr. McMahon can acquire within 60 days under option plans. Also includes 7,043 restricted AXA shares, representing the 30% payout of AXA performance units awarded to Mr. McMahon in 2008 and 2009.

(4)

Includes 2,592,178 shares Mr. de Castries can acquire within 60 days under option plans. Also includes 207,00084,000 unvested AXA performance shares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to achievement of internal performance conditions.

 

 (5)(3)

Includes 1,850,4822,362,379 shares Mr. de Castries can acquire within 60 days under option plans. Also includes 292,400 unvested AXA performance shares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to achievement of internal performance conditions.

(4)

Includes 1,739,078 shares Mr. Duverne can acquire within 60 days under option plans.

 

12-2


 (6)(5) 

Includes (i) 2,702 shares Ms. Goins can acquire within 60 days under options plans and 8,7855,442 deferred stock units under The Equity Plan for Directors.

 

 (6)

Includes 648 shares Mr. Hale can acquire within 60 days under option plans.

(7)

Includes (i) 7,31311,661 shares Mr. Hamilton can acquire within 60 days under options plans and (ii) 24,974 deferred stock units under The Equity Plan for Directors.

(8)

Includes (i) 2,702 shares Ms. Slutsky can acquire within 60 days under options plans and (ii) 13,725 deferred stock units under The Equity Plan for Directors.

(9)

Includes (i) 2,702 shares Mr. Suleiman can acquire within 60 days under options plans and (ii) 15,04236,868 deferred stock units under The Equity Plan for Directors.

 

 (10)(8) 

Includes 200,3393,921 deferred stock units under The Equity Plan for Directors.

(9)

Includes (i) 7,050 shares Ms. Slutsky can acquire within 60 days under options plans and (ii) 24,465 deferred stock units under The Equity Plan for Directors.

12-2


(10)

Includes 648 shares Mr. DziadzioVaughan can acquire within 60 days under option plans.

(11)

Includes 56,182 shares Mr. Hattem can acquire within 60 days under option plans. Also includes 6,863 restricted AXA shares, representing the 30% payout of19,208 unvested AXA performance units awardedshares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to Mr. Dziadzio in 2008 and 2009.achievement of internal performance conditions.

 

 (11)(12) 

Includes 16,73440,657 shares Mr. Lane can acquire within 60 days under option plans. Also includes 7,257 restricted AXA shares, representing the 30% payout of38,416 unvested AXA performance units awardedshares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to Mr. Lane in 2008 and 2009.achievement of internal performance conditions.

 

 (12)(13) 

Includes 270,8469,684 shares Mr. SilverMalmstrom can acquire within 60 days under option plans. Also includes 7,222 restricted AXA shares, representing the 30% payout of20,954 unvested AXA performance units awardedshares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to Mr. Pearson in 2008 and 2009.achievement of internal performance conditions.

 

 (13)(14) 

Includes 5,186,5729,323 shares Mr. Piazzolla can acquire within 60 days under option plans. Also includes 15,715 unvested AXA performance shares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to achievement of internal performance conditions.

(15)

Includes 13,969 unvested AXA performance shares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to achievement of internal performance conditions.

(16)

Includes 116,369 shares Mr. Wright can acquire within 60 days under option plans. Also includes 15,715 unvested AXA performance shares, which are paid out when vested based on the price of an AXA ordinary share at that time and are subject to achievement of internal performance conditions.

(17)

Includes 4,432,206 shares the directors and executive officers as a group can acquire within 60 days under option plans.

AllianceBernstein Holding Units and AllianceBernstein Units

 

  AllianceBernstein Holding L.P. AllianceBernstein L.P.  

AllianceBernstein Holding L.P.

  

AllianceBernstein L.P.    

Name of Beneficial Owner

  Number of Units  Percent of Class Number of Units  

  Number of Units  

  

  Percent of Class  

  

        Number of Units        

Mark Pearson(1)

      *   --  *  --

Andrew McMahon(1)

      * 

Henri de Castries(1)

  2,000    *   2,000  *  --

Ramon de Oliveira(1)

      *   --  *  --

Denis Duverne(1)

  2,000    *   2,000  *  --

Charlynn Goins(1)

      * 

Danny (“Dan”) Hale(1)

      * 

Barbara Fallon-Walsh(1)

  --  *  --

Danny L. Hale(1)

  --  *  --

Anthony J. Hamilton(1)

      *   --  *  --

Peter S. Kraus(1) (2)

  1,889,538  1.8%   4,337,643  4.5%  --

Bertram L. Scott(1)

  --  *  --

Lorie A. Slutsky(1) (3)

  50,350    *   59,183  *  --

Ezra Suleiman(1)

      * 

Richard C. Vaughan(1)

      *   --  *  --

Richard S. Dziadzio(1)

      * 

Dave S. Hattem(1)

  --  *  --

Nick Lane(1)

  100    *   --  *  --

Anders Malmstrom(1)

  --  *  --

Salvatore Piazzolla(1)

      *   --  *  --

Amy J. Radin(1)

      *   --  *  --

Richard V. Silver(1)

      * 

All directors, director nominees and
executive officer of as a group (17 persons)
(4)

  1,943,988  1.8% 

All directors, director nominees and

executive officer of as a group (18 persons)(4)

  4,400,826  4.5%  --

 

*

Number of sharesHolding Units listed represents less than 1% of the outstanding AXA common stock.Units outstanding.

 

 (1) 

Excludes units beneficially owned by AXA and its subsidiaries.

 

12-3


 (2)

In connection with the commencement of Mr. Kraus’s employment with AllianceBernstein, on December 19, 2008, he was granted 2,722,052 restricted Holding units. Subject to accelerated vesting clauses in Mr. Kraus’ employment agreement (e.g., immediate vesting upon AXA ceasing to control the management of AllianceBernstein’s business or AllianceBernstein Holding L.P. ceasing to be publicly traded and certain qualifying terminations of employment), Mr. Kraus’sIncludes restricted Holding Units will vest ratably on each of the first five anniversaries of December 19, 2008, which commenced December 19, 2009, provided, with respectawarded to each installment, Mr. Kraus continues to be employed by AllianceBernstein on the vesting date. AllianceBernstein withheld 280,263 Holding Units, 277,487 Holding Units and 274,764 Holding Units, respectively, from Mr. Kraus’ distributions when the 2009, 2010 and 2011 tranches of his restricted Holding Unit grant vested to cover withholding tax obligations. Mr. Kraus’s total reflected in the table includes 1,088,821 Holding Units awarded under Mr. Kraus’spursuant to his employment agreement that have not yet vested or been distributed to hi.with AllianceBernstein.

 

 (3) 

Includes 42,17541,981 Holding Units Ms. Slutsky can acquire within 60 days under an AllianceBernstein option plan.

 

 (4) 

Includes 42,17541,981 Holding Units the directors and executive officers as a group can acquire within 60 days under AllianceBernstein option plans.

 

12-4


Part III, Item 13.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

POLICIES AND PROCEDURES REGARDING TRANSACTIONS WITH RELATED PERSONS

Insurance

AXA Financial, our parent company, has formal policies covering its employees and directors that are designed to avoid conflicts of interests that may arise in certain related party transactions. For example, employees of AXA Financial and its subsidiaries are subject to the AXA Financial Policy Statement on Ethics (the “Ethics Policy Statement”). The Ethics Policy Statement includes provisions designed to avoid conflicts of interests that may lead to divided loyalties by requiring that employees, among other things, not exercise any responsibility in a transaction in which they have an interest, receive certain approvals before awarding any contract to a relative or close personal friend and not take for their own benefit business opportunities developed or learned of during the course of employment. Similarly, AXA Equitable’s non-officer directors are subject to the AXA Financial Policy Statement on Interests of Directors and Contracts With Directors And Their Relatives for Non-Officer Directors (the “Policy Statement”). The Policy Statement includes provisions designed to maintain the directors’ independent judgment by requiring, among other things, disclosure of interests in any proposed transaction and abstention from voting if a director has a significant financial interest in the transaction or the transaction is with a business organization in which the director has an official affiliation. It further prohibits certain credit related transactions and requires disclosure of potential contracts with and employment of close relatives. Each director must submit a report annually regarding his or her compliance with the Policy Statement.

Other than as set forth above, AXA Equitable does not have written policies regarding the employment of immediate family members of any of its related persons. Compensation and benefits for all of AXA Equitable’s employees are established in accordance with AXA Equitable’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities who hold similar positions.

As a wholly-owned subsidiary of AXA Financial, and ultimately of AXA, AXA Equitable (and its subsidiaries) enter into various transactions with both AXA Financial and AXA and their subsidiaries in the normal course of business including, among others, service agreements, reinsurance transactions, and lending and other financing arrangements. While there is no formal written policy for the review and approval of transactions between AXA Equitable and AXA and/or AXA Financial, such transactions are routinely subject to a review and/or approval process. For example, payments made by AXA Equitable to AXA and its subsidiaries pursuant to certain intercompany service or other agreements (“Intercompany Agreements”) are reviewed with the Audit Committee on an annual basis. The amount paid by AXA Equitable for any personnel, property and services provided under such Intercompany Agreements may not exceed the fair market value of such personnel, property and services. Additionally, Intercompany Agreements to which AXA Equitable is a party are subject to the approval of the New York State Department of Financial Services Life Bureau, pursuant to New York’s insurance holding company systems act.

In practice, any proposed related party transaction which management deems to be significant or outside of the ordinary course of business would be submitted to the Board of Directors for its approval.

Investment Management

The partnership agreements for each of AllianceBernstein Holding and AllianceBernstein expressly permits AXA and its affiliates, which includes AXA Equitable and its affiliates (collectively, “AXA Affiliates”), to provide services to AllianceBernstein Holding and AllianceBernstein if the terms of the transaction are approved by AllianceBernstein Corporation (the “General Partner”) and determined in good faith to beas being comparable to (or more favorable to each such partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the

13-1


General Partner, meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, AllianceBernstein’s management pricing committees review investment advisory agreements with AXA Affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with AXA Affiliates are submitted to AllianceBernstein’s audit committee for review and approval; in 2011, the unanimous consent of the audit committee constitutes the consent of four of six independent directors on the board.approval. AllianceBernstein is not aware of any transaction during 20112013 between it and any related person with respect to which these procedures were not followed.

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AllianceBernstein does not have written policies regarding the employment of immediate family members of any of its related persons. Compensation and benefits for all of its employees are established in accordance with AllianceBernstein’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities who hold similar positions.

For additional information about AllianceBernstein’s related party transactions, see AllianceBernstein’s Annual Report on Form 10-K for the year-ended December 31, 2011 filed with the SEC on February 10, 2011.AllianceBernstein 10-K.

TRANSACTIONS BETWEEN AXA EQUITABLE AND AFFILIATES

The following tables summarize transactions between AXA Equitable and related persons during 2011.2013. The first set of tables summarize services that related persons provided to AXA Equitable, and the second set tables summarize services that AXA Equitable provided to related persons:

 

INSURANCE(1)

Parties

 

General Description of Relationship

 Amount Paid or
Accrued in 20112013

AXA Distribution Holding
Corporation and is subsidiaries (“AXA Distribution Holding”Distribution”)
(2) (3) and its subsidiaries

 We pay commissions and fees to AXA Distribution Holding and its subsidiaries for the sale of our insurance products. $641,136,649621,212,986

AXA Technology Services America, Inc. (“AXA Tech”)(3)

 AXA Tech provides certain technology related services, including data processing services and functions. $105,070,406110,198,897

AXA Financial(3) (4)

We reimburse AXA Financial for expenses relating to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life insurance, and deferred compensation benefits.$13,040,705

GIE Informatique AXA
(“ (“GIE Informatique”)
(3)

 GIE Informatique provides certain services, including but not limited to marketing and branding, finance and control, strategy, business support and development and audit, and legal. $9,704,442

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INSURANCE(1)

11,520,986

Parties

General Description of Relationship

Amount Paid or
Accrued in 2011

AXA Business Service Private Ltd. (“ABS”)(3)

 ABS provides certain policy administration services, including policy records updates, account maintenance, certain claim review and approval services and employee records updates and reporting services. $3,633,84111,570,630

GIE AXA Universite
(“GIE Universite”)
Financial(3)

 GIE Universite provides management training seminarsWe reimburse AXA Financial for expenses related to our management employees.the Excess Retirement Plan, Supplemental Executive Retirement Plan and Certain other employee benefit plans that provide participants with Medical, life insurance and deferred compensation benefits. $702,2719,794,065

AXA Group Solutions Pvt. Ltd.
(“ (“AXA Group Solutions”)
(3)

 AXA Group Solutions provides maintenance and development support for applicationsapplications. $657,1464,826,030

AXA Global Life(3)

AXA Global Life provides certain services to our life business and advice on our strategic initiative.$1,050,356

AXA Liabilities Manager
(“AXA LM”)(3)

 AXA LM provides accounting services and claims managements services to the accident and health reinsurance pools we participate in. $309,441341,500

GIE AXA Universite
(“GIE Universite”)(3)

GIE Universite provides management training seminars to our management employees.$67,497

 

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INVESTMENT MANAGEMENT(5)

Parties

 

General Description of Relationship

 Amount Paid or
Accrued in 20112013

ABS(3)

 ABS provides data processing services and support for certain investment operations functions.

 $9,643,000

AXA Advisors LLC
(“AXA Advisors”)
(3) (6)

 AXA Advisors distributes certain of AllianceBernstein retail products and provides private client referrals. $6,419,000
13,338,000

AXA Equitable(4)

AllianceBernstein is covered by various insurance policies maintained by AXA Equitable$5,062,000

ABS(3)

ABS provides data processing services and support for certain investment operations functions.$4,197,000

AXA Technology Services India Pvt. Ltd. (“AXA Tech India”)(3)

 AXA Tech India provides certain data processing services and functions. $4,152,000
3,685,000

AXA Group Solutions(3)

 AXA Group Solutions provides maintenance and development support for applications. $2,515,000
3,175,000

AXA Advisors(3) (6)

 AXA Advisors sells shares of AllianceBernstein’s mutual funds under Distribution Services and Educational Support agreements. $2,339,000
1,405,000

GIEAXA Wealth(3)

AXA Wealth provides portfolio-related services for assets AllianceBernstein manages under the AXA Corporate Trustee Investment Plan$1,014,000

GIE(3)

 GIE provides cooperative technology development and procurement services. $880,000965,000

 

(1)

AXA Equitable or one of its subsidiaries is a party to each transaction.

(2)

AXA Distribution is an indirect wholly-owned subsidiary of AXA Financial. Its subsidiaries include AXA Advisors, LLC, AXA Network, LLC and PlanConnect LLC.

(3)

Each entity is an indirect wholly-owned subsidiary of AXA.

(4)

We are an indirect wholly-owned subsidiary of AXA Financial.

(5)

AllianceBernstein or one of its subsidiaries is a party to each transaction.

(6)

AXA Advisors is an indirect wholly-owned subsidiary of AXA Financial.

 

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INSURANCE(1)

Parties

 

General Description of Relationship

 Amount Received or
Accrued in 20112013

AXA Distribution Holding and its subsidiaries(3) (4)

 We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to AXA Distribution Holding and its subsidiaries. $471,502,828
306,253,292

MONY Life Insurance Company and its subsidiaries (“MONY Life”)(2) (4)

 We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to MONY and its subsidiaries. $85,583,43997,750,922

AXA Investment Managers
(“AXA IM”), AXA Tech and AXA LM
(4)

 Employees of these entities and/or their subsidiaries are enrolled in certain of our employee benefit plans.plans and we provide certain facilities to AXA Tech. $11,834,26812,011,566

GIE(4)

We administer the AXA Group Intranet site.$5,510,210

AXA Corporate Solutions Life Reinsurance Company (“ACS”)(4)

 We provide certain administrative services to ACS including, but not limited to marketing, and branding, finance, and control, strategy audit and legal. $48,848,4474,077,680

AXA BermudaEquitable Life and Annuity Company (“AXA L&A”)(4) (5)(6)

 We provide certain services, including personnel, employee benefits, facilities, supplies and equipment, to AXA Bermuda.L&A. $1,985,087896,123

AXA Equitable Life and Annuity Company (“AXA Equitable L&A”)Arizona(4) (6)(5)

 We provide certain services, including personnel, employee benefits, facilities, supplies and equipment to AXA Equitable’s L&A so that AXA Equitable L&A may conduct its business.Arizona. $1,922,021200,733

 

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INVESTMENT MANAGEMENT(7)

Parties

  

General Description of Relationship(8)

  Amount Paid or
Accrued in 20112013

AXA Asia PacificEquitable

AllianceBernstein provides investment management services and ancillary accounting, valuation, reporting, treasury and other services to the general and separate accounts of AXA Equitable$46,758,000

EQAT, AXA Enterprise Trust and AXA Premier VIP Trust

AllianceBernstein serves as sub-adviser to these open-end mutual funds, each of which is sponsored by a subsidiary of AXA Financial$23,708,000

AXA Life Japan Limited(4)

    $13,098,000
19,025,000

AXA Life Japan Limited(4)

$10,858,000

MONY Life and its subsidiaries(2) (4)AB Funds

  AllianceBernstein provides investment management services and ancillary accounting services.  $8,939,000

AXA Bermuda(4) (5)

$6,594,000

AXA Rosenberg Investment Management Asia Pacific(4)

$2,720,00011,317,000

AXA FranceArizona(4) (5)

    $2,334,00010,327,000

AXA IM Schewiz AGMONY Life(2) (4)

    $2,122,0007,157,000

AXA BelgiumHong Kong Life(4)

    $1,978,0004,459,000

AXA Germany(4)

    $1,889,0004,182,000

AXA (Canada)Switzerland Life(4)

    $1,742,000

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INVESTMENT MANAGEMENT(7)

3,176,000

Parties

General Description of Relationship(8)

Amount Paid or
Accrued in 2011

AXA U.K. Group Pension SchemeFrance(4)

    $1,341,000
2,758,000

AXA Corporate SolutionsU.K. Pensions Scheme(4)

    $1,201,000
2,617,000

AXA Investment Managers, Ltd. ParisBelgium(4)

    $720,0001,698,000

AXA Mediterranean(4)

$1,376,000

AXA Investment Managers, Ltd. Paris(4)

$1,090,000

AXA Corporate Solutions(4)

$960,000

 

(1)

AXA Equitable or one of its subsidiaries is a party to each transaction.

(2)

MONY Life iswas an indirect wholly-owned subsidiary of AXA Financial. Its subsidiaries includeFinancial through October 1, 2013 when it was sold. MONY Life Insurance Company of America and U.S. Financial Life Insurance Company.Company remain subsidiaries of AXA Financial.

(3)

AXA Distribution is an indirect wholly-owned subsidiary of AXA Financial. Its subsidiaries include AXA Advisors, LLC, AXA Network, LLC and PlanConnect LLC.

(4)

Each entity is an indirect wholly owned subsidiary of AXA.

(5)

AXA BermudaArizona is an indirect wholly owned subsidiary of AXA Financial.

(6)

AXA Equitable L&A is an indirect wholly-owned subsidiary of AXA Financial.

(7)

AllianceBernstein or one of its subsidiaries is a party to each transaction.

(8)

AllianceBernstein provides investment management services unless otherwise indicated.

ADDITIONAL TRANSACTIONS WITH RELATED PERSONS

Reinsurance

AXA Equitable ceded to AXA BermudaArizona a 100% quota share of all liabilities for variable annuity with enhanced GMDB and GMIB riders issued on or after January 1, 2006 and in-force on September 30, 2008. AXA BermudaArizona also reinsures a 90% quota share of level premium term insurance issued by AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse protection riders under universal life insurance policies issued by AXA Equitable on or after June 1, 2003 through June 30, 2007. PremiumsCeded premiums in 2013 to AXA Arizona totaled $473,559,346. Ceded claims paid in 2011 to AXA Bermuda totaled $484,434,605. Claims and expenses in 20112013 were $30,687,194.

AXA Life Insurance Company Ltd (Japan), a subsidiary of AXA, cedes a portion of their annuity business to AXA Equitable. Premiums earned in 2011 totaled $8,910,715. Claims and expenses paid in 2011 were $532,383.$70,023,000.

Various subsidiaries of AXA Financial cede a portion of their life business through excess of retention treaties to AXA Equitable on a yearly renewal term basis. Premiums earned in 20112013 from AXA Equitable Life and Annuity Company totaled $7,979,418.$7,858,436. Claims and expenses paid in 20112013 were $3,922,814.$2,341,634. Premiums earned in 20112013 from U.S. Financial Life Insurance Company totaled $4,883,596.$4,454,252. Claims and expenses paid in 20112013 were $8,129,358.$7,046,386.

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AXA Life Insurance Company Ltd (Japan), a subsidiary of AXA, cedes a portion of their annuity business to AXA Equitable. Premiums earned in 2013 totaled $8,795,552. Claims and expenses paid in 2013 were $932,418.

Various AXA affiliates including AXA Equitable, cede a portion of their life, health and catastrophe insurance business through reinsurance agreements to AXA Global Life, a subsidiary of AXA. AXA Global Life, in turn, retrocedes a quota share portion of these risks to AXA Equitable on a one-year term basis. Premiums earned in 20112013 under this arrangement totaled $852,285.$12,446. Claims and expenses paid in 20112013 were $77,943.$34,766.

Loans from Affiliates

In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount of $325 million with an interest rate of 6.0% and a maturity date of December 1, 2035. Interest on this note is payable semi-annually.

In November 2008, AXA Financial purchased a $500 million callable 7.1% surplus note from AXA Equitable. The note payspaid interest semi-annually and matureswas scheduled to mature on December 1, 2018. In June 2013, AXA Equitable repaid this note plus interest accrued to AXA Financial.

In December 2008, AXA Financial purchased a $500 million callable 7.1% surplus note from AXA Equitable. The note pays interest semi-annually and matures on December 1, 2018.

13-5


Loans to Affiliates

In September 2007, AXA issued $650 million in 5.4% Senior Unsecured NotesNote to AXA Equitable. These notes payThe note pays interest semi-annually and werewas scheduled to mature on September 30, 2012. In March 2011, the maturity date of these notesthe note was extended to December 30, 2020 and the interest rate was increased to 5.7%.

In June 2009, AXA Equitable sold a jointly owned real estate property valued at $1,100 million to a non-insurance subsidiary of AXA Financial in exchange for $700 million in cash and $400 million in 8.0% ten year term mortgage notes on the property reported in Loans to affiliates in the consolidated balance sheets.property. The $439 million after-tax excess ofon the property’s fair value over its carrying value was accounted for as a capital contribution to AXA Equitable.

In third quarter 2013, AXA Equitable purchased at fair value, AXA Arizona’s $50 million note receivable from AXA for $56 million. This note pays interest semi-annually at an interest rate of 5.4% and matures on December 15, 2020.

Other Transactions

In third quarter 2013, AXA Equitable purchased, at fair value, MONY Life Insurance Company’s (“MONY Life”) equity interest in limited partnerships for $53 million and MONY Life’s CMBS portfolio for $31 million.

AXA Equitable reimburses AXA Financial for expenses related to the Excess Retirement Plan, Supplemental Executive Retirement Plan and certain other employee benefit plans that provide participants with medical, life and insurance, and deferred compensation benefits. Such reimbursement was based on the costs to AXA Financial of the benefits which total $40,154,633 for 2013.

DIRECTOR INDEPENDENCE

See “Corporate Governance – Independence of Certain Directors” in Part III, Item 10 of this Report.

 

13-613-5


Part III, Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of AXA Equitable’s annual financial statements for 20112013 and 2010,2012, and fees for other services rendered by PwC:

 

  2011   2010 
  (In Thousands)   2013   2012 
  

 

(In Thousands)

 

Principal Accounting Fees and Services:

        

Audit fees

  $9,664    $10,454    $10,075     $10,058   

Audit related fees

   3,125     3,175     3,670      3,514   

Tax fees

   2,878     2,701     2,226      1,854   

All other fees

   37     30     553      43   
  

 

   

 

   

 

   

 

 

Total

  $        15,704    $        16,360    $        16,524     $        15,469   
  

 

   

 

   

 

   

 

 

Audit fees for AXA Financial and AXA Equitable are paid pursuant to a single engagement letter with PwC.

Audit related fees in both years principally consist of fees for audits of financial statements of certain employee benefit plans, internal control related reviews and services and accounting consultation.

Tax fees consist of fees for tax preparation, consultation and compliance services.

All other fees consist of miscellaneous non-audit services.

AXA Equitable’s audit committee has determined that all services to be provided by its independent registered public accounting firm must be reviewed and approved by the audit committee on a case-by-case basis provided, however, that the audit committee has delegated to its chairperson the ability to pre-approve any non-audit engagement where the fees are expected to be less than or equal to $100,000 per engagement. Any exercise of this delegated authority by the audit committee chairperson is required to be reported at the next audit committee meeting.

On November 9, 2005, AllianceBernstein’s committees adopted a policy to pre-approve audit and non-audit service engagements with the independent registered public accounting firm. The policy was revised on August 3, 2006. The independent registered public accounting firm is to provide annually a comprehensive and detailed schedule of each proposed audit and non-audit service to be performed. The audit committee then affirmatively indicates its approval of the listed engagements. Engagements that are not listed, but that are of similar scope and size to those listed and approved, may be deemed to be approved, if the fee for such service is less than $100,000. In addition, each audit committee has delegated to its chairman the ability to approve any permissible non-audit engagement where the fees are expected to be less than $100,000.

All services provided by PwC in 20112013 were pre-approved in accordance with the procedures described above.

 

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Part IV, Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)

(A)

The following documents are filed as part of this report:

 

 1.

Financial Statements

The financial statements are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

 

 2.

Consolidated Financial Statement Schedules

The consolidated financial statement schedules are listed in the Index to Consolidated Financial Statements and Schedules on page FS-1.

 

 3.

Exhibits

The exhibits are listed in the Index to Exhibits that begins on page E-1.

 

15-1


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, AXA Equitable Life Insurance Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 8, 201210, 2014 AXA EQUITABLE LIFE INSURANCE COMPANY
 By: 

By:

/s/ Mark Pearson

Name:

Mark Pearson
 Name:   

Mark Pearson

Chairman of the Board, President and Chief Executive Officer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Mark Pearson

Mark Pearson

  

Chairman of the Board, President and

Chief Executive Officer, Director

 March 8, 201210, 2014

/s/ Andrew J. McMahonAnders Malmstrom

Andrew J. McMahonAnders Malmstrom

  President

Senior Executive Director and Director

Chief Financial Officer

 March 8, 201210, 2014

/s/ Richard S. DziadzioAndrea Nitzan

Richard S. DziadzioAndrea Nitzan

  Senior

Executive Vice PresidentDirector and Chief Financial

Accounting Officer

 March 8, 2012

/s/ Alvin H. Fenichel

Alvin H. Fenichel

Senior Vice President and Chief Accounting OfficerMarch 8, 201210, 2014

/s/ Henri de Castries

Henri de Castries

  Director March 8, 201210, 2014

/s/ Ramon de Oliveira

Ramon de Oliveira

  Director March 8, 201210, 2014

/s/ Denis Duverne

Denis Duverne

  Director March 8, 201210, 2014

/s/ Charlynn GoinsBarbara Fallon-Walsh

Charlynn GoinsBarbara Fallon-Walsh

  Director March 8, 201210, 2014

/s/ Danny L. Hale

Danny L. Hale

  Director March 8, 201210, 2014

/s/ Anthony J. Hamilton

Anthony J. Hamilton

  Director March 8, 201210, 2014

/s/ Peter S. Kraus

Peter S. Kraus

  Director March 8, 201210, 2014

S-1


/s/ Bertram L. Scott

Bertram L. Scott

DirectorMarch 10, 2014

/s/ Lorie A. Slutsky

Lorie A. Slutsky

  Director March 8, 2012

/s/ Ezra Suleiman

Ezra Suleiman

DirectorMarch 8, 201210, 2014

/s/ Richard C. Vaughan

Richard C. Vaughan

  Director March 8, 201210, 2014

S-2


INDEX TO EXHIBITS

 

Number

  

Description

  

Method of Filing

  

Tag
Value

  2.1  Stock Purchase Agreement dated as of August 30, 2000 among CSG, AXA, Equitable Life, AXA Participations Belgium and AXA Financial  Filed as Exhibit 2.1 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference  
  2.2  Letter Agreement dated as of October 6, 2000 to the Stock Purchase Agreement among CSG, AXA, Equitable Life, AXA ParticipationsPaticipations Belgium and AXA Financial  Filed as Exhibit 2.2 to AXA Financial’s Current Report on Form 8-K dated November 14, 2000 and incorporated herein by reference  
  3.1  Restated Charter of AXA Equitable, as amended September 16, 2010  Filed as Exhibit 3.1 to registrant’s Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference  
  3.2  Restated By-laws of Equitable Life, as amended November 21, 1996  Filed as Exhibit 3.2(a) to registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference  
10.1  Cooperation Agreement, dated as of July 18, 1991, as amended among Equitable Life, AXA Financial and AXA  Filed as Exhibit 10(d) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115)33- 48115), dated May 26, 1992 and incorporated herein by reference  
10.2  Letter Agreement, dated May 12, 1992, among AXA Financial, Equitable Life and AXA  Filed as Exhibit 10(e) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115)33- 48115), dated May 26, 1992 and incorporated herein by reference  
10.3  Amended and Restated Reinsurance Agreement, dated as of March 29, 1990, between Equitable Life and First Equicor Life Insurance Company  Filed as Exhibit 10(o) to AXA Financial’s Form S-1 Registration Statement (No. 33-48115)33- 48115), dated May 26, 1992 and incorporated herein by reference  
10.4  Fiscal Agency Agreement between Equitable Life and Thethe Chase Manhattan Bank, N.A.  Filed as Exhibit 10.5 to registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference  
10.5  Distribution and Servicing Agreement between AXA Advisors (as successorSuccessor to Equico Securities, Inc.) and Equitable Life dated as of May 1, 1994  Filed as Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference  
10.6  Agreement for Cooperative and Joint Use of Personnel, Property and Services between Equitable Life and AXA Advisors dated as of September 21, 1999  Filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference  
10.7  General Agent Sales Agreement between Equitable Life and AXA Network, dated as of January 1, 2000  Filed as Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference  

E-1


Number

Description

Method of Filing

Tag
Value

10.8  Agreement for Services by Equitable Life to AXA Network dated as of January 1, 2000  Filed as Exhibit 10.10 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference  
10.9  ConsultingConfidential Separation Agreement dated as of March 7, 2012,and General Release between Richard V. SilverAndrew J McMahon and AXA Equitable  Filed herewithas Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference.  EX-10.9

13.1  AllianceBernstein Risk Factors  Filed herewith  EX-13.1
21  Subsidiaries of the registrant  Filed herewith  EX-21
31.1  Section 302 Certification made by the registrant’s Chief Executive Officer  Filed herewith  EX-31.1
31.2  Section 302 Certification made by the registrant’s Chief Financial Officer  Filed herewith  EX-31.2
32.1  Section 906 Certification made by the registrant’s Chief Executive Officer  Filed herewith  EX-32.1
32.2  Section 906 Certification made by the registrant’s Chief Financial Officer  Filed herewith  EX-32.2
101.INS  XBRL Instance Document  Filed herewith  EX-101.INS
101.SCH  XBRL Taxonomy Extension Schema Document  Filed herewith  EX-101.SCH
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document  Filed herewith  EX-101.CAL
101.LAB  XBRL Taxonomy Extension Label Linkbase Document  Filed herewith  EX-101.LAB
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document  Filed herewith  EX-101.PRE
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document  Filed herewith  EX-101.DEF

 

E-2E-3