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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————————
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20202021 
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 No. 001-38469
————————————————
eqh-20210630_g1.jpg
Equitable Holdings, Inc.
(Exact name of registrant as specified in its charter) 
Delaware 90-0226248
(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)

(212) 554-1234
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common StockEQHNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series AEQH PR ANew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series CEQH PR CNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No
As of NovemberAugust 3, 2020, 444,684,279 shares2021, 412,324,232 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.



Table of Contents
TABLE OF CONTENTS
 Page
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




Table of Contents
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. (“Holdings”) and its consolidated subsidiaries. “We,” “us” and “our” refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.
These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of COVID-19 and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital and the impact of COVID-19 and related economic conditions;capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, remediation of our material weakness, indebtedness, protection of confidential customer information or proprietary business information, information systems failingoperational failures by us or being compromised, strong industry competitionour service providers, and catastrophic events, such as the outbreak of pandemic diseases including COVID-19; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults errors or omissions by third parties and affiliates and gross unrealized losses on fixed maturityeconomic downturns, defaults and equity securities;other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, complex regulation and administration of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves actual mortality, longevity, morbidity and lapse experience differing from pricing expectations, or reserves, amortization of deferred acquisition costs and financial models; (vii) our Investment Management and Research segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services and potential termination of investment advisory agreements;services; (viii) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (ix) risks related to separation from, and continuing relationship with, AXA, including costs associated with separation and rebranding; and (x) risks related to our common stock and future offerings,(x) general risks, including the market price forstrong industry competition, information systems failing or being compromised and protecting our common stock being volatile and potential stock price declines due to future sales of shares by existing stockholders.intellectual property.
Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings’ Annual Report on Form 10-K for the year ended December 31, 2019,2020, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q, including in the section entitled “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. You should read this Form 10-Q completely and with the understanding the actual future results may be materially different from expectations. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.
Other risks, uncertainties and factors, including those discussed under “Risk Factors”, in our Annual Report on Form 10-K could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in “Risk Factors” in our Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.
Throughout this Quarterly Report on Form 10-Q we use certain defined terms and abbreviations, which are summarized in the “Glossary” and “Acronyms” sections.
2


Table of Contents
Part I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

3


EQUITABLE HOLDINGS, INC.
Consolidated Balance Sheets
June 30, 2021 (Unaudited) and December 31, 2020
EQUITABLE HOLDINGS, INC.
Consolidated Balance Sheets
September 30, 2020 (Unaudited) and December 31, 2019
June 30,December 31,
September 30, 2020December 31, 201920212020


(in millions, except share data)(in millions, except share data)
ASSETSASSETSASSETS
Investments:Investments:Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $70,307 and $62,937) (allowance for credit losses of $13 at September 30, 2020)$79,379 $66,343 
Mortgage loans on real estate (net of allowance for credit losses of $70 at September 30, 2020)12,802 12,107 
Fixed maturities available-for-sale, at fair value (amortized cost of $70,419 and $72,867) (allowance for credit losses of $25 and $13)Fixed maturities available-for-sale, at fair value (amortized cost of $70,419 and $72,867) (allowance for credit losses of $25 and $13)$75,755 $81,638 
Fixed maturities, at fair value using the fair value option (1)Fixed maturities, at fair value using the fair value option (1)941 389 
Mortgage loans on real estate (net of allowance for credit losses of $63 and $81)Mortgage loans on real estate (net of allowance for credit losses of $63 and $81)13,384 13,159 
Policy loansPolicy loans4,123 3,735 Policy loans4,048 4,118 
Other equity investments (1)Other equity investments (1)1,428 1,344 Other equity investments (1)2,563 1,502 
Trading securities, at fair valueTrading securities, at fair value6,244 7,031 Trading securities, at fair value1,038 5,553 
Other invested assets (1)Other invested assets (1)1,802 2,780 Other invested assets (1)2,738 2,728 
Total investmentsTotal investments105,778 93,340 Total investments100,467 109,087 
Cash and cash equivalents (1)Cash and cash equivalents (1)8,684 4,405 Cash and cash equivalents (1)5,761 6,179 
Cash and securities segregated, at fair valueCash and securities segregated, at fair value1,869 1,095 Cash and securities segregated, at fair value1,073 1,753 
Broker-dealer related receivablesBroker-dealer related receivables1,929 1,987 Broker-dealer related receivables2,474 2,223 
Deferred policy acquisition costsDeferred policy acquisition costs4,171 5,837 Deferred policy acquisition costs4,838 4,243 
Goodwill and other intangible assets, netGoodwill and other intangible assets, net4,745 4,751 Goodwill and other intangible assets, net4,739 4,737 
Amounts due from reinsurers (allowance for credit losses of $0 at September 30, 2020)4,580 4,592 
Amounts due from reinsurers (allowance for credit losses of $5 and $5)Amounts due from reinsurers (allowance for credit losses of $5 and $5)14,462 4,566 
GMIB reinsurance contract asset, at fair valueGMIB reinsurance contract asset, at fair value2,818 2,139 GMIB reinsurance contract asset, at fair value2,026 2,488 
Current and deferred income taxesCurrent and deferred income taxes428 
Other assets (1)Other assets (1)4,476 3,800 Other assets (1)4,149 3,701 
Assets held-for-saleAssets held-for-sale0 962 Assets held-for-sale0 470 
Separate Accounts assetsSeparate Accounts assets123,446 126,910 Separate Accounts assets145,565 135,950 
Total AssetsTotal Assets$262,496 $249,818 Total Assets$285,982 $275,397 
LIABILITIESLIABILITIESLIABILITIES
Policyholders’ account balancesPolicyholders’ account balances$62,726 $58,879 Policyholders’ account balances$75,169 $66,820 
Future policy benefits and other policyholders' liabilitiesFuture policy benefits and other policyholders' liabilities41,139 34,635 Future policy benefits and other policyholders' liabilities36,835 39,881 
Broker-dealer related payablesBroker-dealer related payables760 722 Broker-dealer related payables1,643 1,443 
Customer related payablesCustomer related payables3,461 2,523 Customer related payables2,942 3,417 
Amounts due to reinsurersAmounts due to reinsurers1,391 1,404 Amounts due to reinsurers1,377 1,381 
Short-term and long-term debtShort-term and long-term debt4,114 4,111 Short-term and long-term debt3,920 4,115 
Current and deferred income taxesCurrent and deferred income taxes1,648 528 Current and deferred income taxes0 749 
Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)746 313 
Other liabilities (1)Other liabilities (1)4,864 3,970 Other liabilities (1)4,439 3,686 
Liabilities held-for-saleLiabilities held-for-sale0 724 Liabilities held-for-sale0 322 
Separate Accounts liabilitiesSeparate Accounts liabilities123,446 126,910 Separate Accounts liabilities145,565 135,950 
Total LiabilitiesTotal Liabilities$243,549 $234,406 Total Liabilities$272,636 $258,077 
Redeemable noncontrolling interest (1) (2)Redeemable noncontrolling interest (1) (2)$95 $365 Redeemable noncontrolling interest (1) (2)$42 $143 
Commitments and contingent liabilities (Note 13)
Commitments and contingent liabilities (Note 12)Commitments and contingent liabilities (Note 12)00
EQUITYEQUITYEQUITY
Equity attributable to Holdings:Equity attributable to Holdings:Equity attributable to Holdings:
Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preferencePreferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference$1,269 $775 Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference$1,562 $1,269 
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 552,896,328 and 552,896,328 shares issued, respectively; 444,708,017 and 463,711,392 shares outstanding, respectively5 
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 540,539,096 and 552,896,328 shares issued, respectively; 420,325,959 and 440,776,011 shares outstanding, respectivelyCommon stock, $0.01 par value, 2,000,000,000 shares authorized; 540,539,096 and 552,896,328 shares issued, respectively; 420,325,959 and 440,776,011 shares outstanding, respectively5 
Additional paid-in capitalAdditional paid-in capital1,953 1,920 Additional paid-in capital1,980 1,985 
Treasury stock, at cost, 108,188,311 and 89,184,936 shares, respectively(2,147)(1,832)
Treasury stock, at cost, 120,213,137 and 112,120,317 shares, respectivelyTreasury stock, at cost, 120,213,137 and 112,120,317 shares, respectively(2,537)(2,245)
Retained earningsRetained earnings12,032 11,744 Retained earnings8,739 10,699 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)4,188 844 Accumulated other comprehensive income (loss)1,983 3,863 
Total equity attributable to HoldingsTotal equity attributable to Holdings17,300 13,456 Total equity attributable to Holdings11,732 15,576 
Noncontrolling interestNoncontrolling interest1,552 1,591 Noncontrolling interest1,572 1,601 
Total EquityTotal Equity18,852 15,047 Total Equity13,304 17,177 
Total Liabilities, Redeemable Noncontrolling Interest and EquityTotal Liabilities, Redeemable Noncontrolling Interest and Equity$262,496 $249,818 Total Liabilities, Redeemable Noncontrolling Interest and Equity$285,982 $275,397 
____________
(1) See Note 2 for details of balances with variable interest entities.VIEs.
(2) See Note 1211 for details of Redeemableredeemable noncontrolling interest.
See Notes to Consolidated Financial Statements (Unaudited).
4

EQUITABLE HOLDINGS, INC.
Consolidated Statements of Income (Loss)
For the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020 (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions, except per share data)
REVENUES
Policy charges and fee income$914 $980 $2,787 $2,847 
Premiums221 284 754 847 
Net derivative gains (losses)(1,472)(453)1,890 (2,323)
Net investment income (loss)879 824 2,530 2,815 
Investment gains (losses), net:
Credit losses on AFS debt securities and loans(4)(47)
Other investment gains (losses), net21 199 237 176 
Total investment gains (losses), net17 199 190 176 
Investment management and service fees1,126 1,101 3,314 3,172 
Other income155 143 434 409 
Total revenues1,840 3,078 11,899 7,943 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits1,034 1,735 4,546 3,551 
Interest credited to policyholders’ account balances306 320 930 944 
Compensation and benefits503 502 1,498 1,523 
Commissions and distribution-related payments342 317 982 905 
Interest expense52 54 152 167 
Amortization of deferred policy acquisition costs90 128 1,555 489 
Other operating costs and expenses436 449 1,308 1,315 
Total benefits and other deductions2,763 3,505 10,971 8,894 
Income (loss) from continuing operations, before income taxes(923)(427)928 (951)
Income tax (expense) benefit218 121 (141)334 
Net income (loss)(705)(306)787 (617)
Less: Net income (loss) attributable to the noncontrolling interest74 68 197 201 
Net income (loss) attributable to Holdings(779)(374)590 (818)
Less: Preferred stock dividends11 34 
Net income (loss) available to Holdings’ common shareholders$(790)$(374)$556 $(818)
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic$(1.77)$(0.76)$1.23 $(1.64)
Diluted$(1.77)$(0.76)$1.22 $(1.64)
Weighted average common shares outstanding (in millions):
Basic447.5 490.4 453.0 499.8 
Diluted447.5 490.4 454.1 499.8 

Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions, except per share data)
REVENUES
Policy charges and fee income$939 $877 $1,888 $1,873 
Premiums241 244 499 533 
Net derivative gains (losses)(1,199)(6,038)(3,745)3,362 
Net investment income (loss)1,033 1,022 1,917 1,651 
Investment gains (losses), net:
Credit losses on Available for Sale debt securities and loans5 (31)6 (43)
Other investment gains (losses), net415 200 598 216 
Total investment gains (losses), net420 169 604 173 
Investment management and service fees1,318 1,052 2,575 2,188 
Other income198 124 365 279 
Total revenues2,950 (2,550)4,103 10,059 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits828 736 1,767 3,512 
Interest credited to policyholders’ account balances309 307 600 624 
Compensation and benefits568 469 1,148 995 
Commissions and distribution-related payments397 302 779 640 
Interest expense51 48 125 100 
Amortization of deferred policy acquisition costs106 162 193 1,465 
Other operating costs and expenses447 434 1,055 872 
Total benefits and other deductions2,706 2,458 5,667 8,208 
Income (loss) from continuing operations, before income taxes244 (5,008)(1,564)1,851 
Income tax (expense) benefit(21)1,075 387 (359)
Net income (loss)223 (3,933)(1,177)1,492 
Less: Net income (loss) attributable to the noncontrolling interest100 86 188 123 
Net income (loss) attributable to Holdings123 (4,019)(1,365)1,369 
Less: Preferred stock dividends26 10 39 23 
Net income (loss) available to Holdings’ common shareholders$97 $(4,029)$(1,404)$1,346 
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic$0.23 $(8.94)$(3.27)$2.95 
Diluted$0.23 $(8.94)$(3.27)$2.94 
Weighted average common shares outstanding (in millions):
Basic424.2 450.4 429.2 455.8 
Diluted428.3 450.4 429.2 457.1 


See Notes to Consolidated Financial Statements (Unaudited).
5


EQUITABLE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income (Loss)
For the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020 (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
COMPREHENSIVE INCOME (LOSS)COMPREHENSIVE INCOME (LOSS)COMPREHENSIVE INCOME (LOSS)
Net income (loss)Net income (loss)$(705)$(306)$787 $(617)Net income (loss)$223 $(3,933)$(1,177)$1,492 
Other comprehensive income (loss) net of income taxes:Other comprehensive income (loss) net of income taxes:Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustmentChange in unrealized gains (losses), net of reclassification adjustment229 746 3,273 2,874 Change in unrealized gains (losses), net of reclassification adjustment1,220 1,614 (1,933)3,044 
Changes in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustmentChanges in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment21 18 71 85 Changes in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment22 22 55 50 
Foreign currency translation adjustmentForeign currency translation adjustment16 (12)1 (12)Foreign currency translation adjustment2 (4)(15)
Total other comprehensive income (loss), net of income taxesTotal other comprehensive income (loss), net of income taxes266 752 3,345 2,947 Total other comprehensive income (loss), net of income taxes1,244 1,642 (1,882)3,079 
Comprehensive income (loss)Comprehensive income (loss)(439)446 4,132 2,330 Comprehensive income (loss)1,467 (2,291)(3,059)4,571 
Less: Comprehensive income (loss) attributable to the noncontrolling interestLess: Comprehensive income (loss) attributable to the noncontrolling interest80 63 198 194 Less: Comprehensive income (loss) attributable to the noncontrolling interest101 89 186 118 
Comprehensive income (loss) attributable to HoldingsComprehensive income (loss) attributable to Holdings$(519)$383 $3,934 $2,136 Comprehensive income (loss) attributable to Holdings$1,366 $(2,380)$(3,245)$4,453 
See Notes to Consolidated Financial Statements (Unaudited).
6


EQUITABLE HOLDINGS, INC.
Consolidated Statements of Equity
For the Three and NineSix Months Ended SeptemberJune 30, 2020 and 2019 (Unaudited)

Three Months Ended September 30,Three Months Ended June 30,
Equity Attributable to HoldingsEquity Attributable to Holdings
Preferred Stock and Additional Paid-In CapitalCommon StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Holdings EquityNon-controlling InterestTotal EquityPreferred Stock and Additional Paid-In CapitalCommon StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Holdings EquityNon-controlling InterestTotal Equity
(in millions)(in millions)
July 1, 2020$775 $5 $1,938 $(2,047)$12,899 $3,928 $17,498 $1,540 $19,038 
April 1, 2021April 1, 2021$1,562 $5 $1,928 $(2,300)$8,758 $740 $10,693 $1,575 $12,268 
Stock compensationStock compensation  15    15 3 18 Stock compensation  12 2   14 4 18 
Purchase of treasury stockPurchase of treasury stock   (100)  (100) (100)Purchase of treasury stock  (1)(278)  (279) (279)
Reissuance of treasury stockReissuance of treasury stock —  (1)(1)(1)Reissuance of treasury stock  —  (1)(1)(1)
Retirement of common stockRetirement of common stock  — 39 (39) 0  0 
Repurchase of AB Holding unitsRepurchase of AB Holding units       (2)(2)Repurchase of AB Holding units       (14)(14)
Dividends paid to noncontrolling interestDividends paid to noncontrolling interest       (68)(68)Dividends paid to noncontrolling interest       (87)(87)
Stockholder dividends (cash dividends declared per common share of $0.17)    (76) (76) (76)
Stockholder dividends (cash dividends declared per common share of $0.18)Stockholder dividends (cash dividends declared per common share of $0.18)    (76) (76) (76)
Dividends on preferred stockDividends on preferred stock(11)(11)(11)Dividends on preferred stock    (26) (26)(26)
Net income (loss)Net income (loss)    (779) (779)73 (706)Net income (loss)    123  123 96 219 
Issuance of preferred stockIssuance of preferred stock494      494  494 Issuance of preferred stock0      0  0 
Other comprehensive income (loss)Other comprehensive income (loss)     260 260 6 266 Other comprehensive income (loss)     1,243 1,243 1 1,244 
OtherOther  0    0  0 Other  41    41 (3)38 
September 30, 2020$1,269 $5 $1,953 $(2,147)$12,032 $4,188 $17,300 $1,552 $18,852 
June 30, 2021June 30, 2021$1,562 $5 $1,980 $(2,537)$8,739 $1,983 $11,732 $1,572 $13,304 
July 1, 2019$$$1,901 $(1,232)$13,209 $789 $14,672 $1,545 $16,217 
April 1, 2020April 1, 2020$775 $$1,930 $(2,025)$17,007 $2,289 $19,981 $1,554 $21,535 
Stock compensationStock compensation— — (20)— — (14)(10)Stock compensation— — 15 — — 17 19 
Purchase of treasury stockPurchase of treasury stock— — — (43)— — (43)— (43)Purchase of treasury stock— — — (24)— — (24)— (24)
Reissuance of treasury stockReissuance of treasury stock— — — — (1)— (1)— (1)Reissuance of treasury stock— — — — (2)— (2)— (2)
Retirement of common stock— — — — — 
Repurchase of AB Holding unitsRepurchase of AB Holding units— — — — — — — (9)(9)Repurchase of AB Holding units— — (37)— — — (37)(11)(48)
Dividends paid to noncontrolling interestDividends paid to noncontrolling interest— — — — — — — (62)(62)Dividends paid to noncontrolling interest— — — — — — — (69)(69)
Stockholder dividends (cash dividends declared per common share of $0.15)— — — — (74)— (74)— (74)
Stockholder dividends (cash dividends declared per common share of $0.17)Stockholder dividends (cash dividends declared per common share of $0.17)— — — — (77)— (77)— (77)
Dividends on preferred stockDividends on preferred stock— — — — (10)— (10)— (10)
Purchase of AllianceBernstein Units from noncontrolling interestPurchase of AllianceBernstein Units from noncontrolling interest— — — — — — — — — 
Net income (loss)Net income (loss)— — — — (374)— (374)61 (313)Net income (loss)— — — — (4,019)— (4,019)61 (3,958)
Other comprehensive income (loss)Other comprehensive income (loss)— — — — — 757 757 (5)752 Other comprehensive income (loss)— — — — — 1,639 1,639 1,642 
OtherOther— — 16 — — — 16 24 Other— — 30 — — — 30 — 30 
September 30, 2019$$$1,897 $(1,269)$12,761 $1,546 $14,940 $1,542 $16,482 
June 30, 2020June 30, 2020$775 $$1,938 $(2,047)$12,899 $3,928 $17,498 $1,540 $19,038 

See Notes to Consolidated Financial Statements (Unaudited).
7


EQUITABLE HOLDINGS, INC.
Consolidated Statements of EquityCONSOLIDATED STATEMENTS OF EQUITY
For the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 20192020 (Unaudited)
Nine Months Ended September 30,Six Months Ended June 30,
Equity Attributable to HoldingsEquity Attributable to Holdings
Preferred Stock and Additional Paid-In CapitalCommon StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Holdings EquityNon-controlling InterestTotal EquityPreferred Stock and Additional Paid-In CapitalCommon StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Holdings EquityNon-controlling InterestTotal Equity
(in millions)(in millions)
January 1, 2020$775 $5 $1,920 $(1,832)$11,744 $844 $13,456 $1,591 $15,047 
Cumulative effect of adoption of ASU 2016-03, CECL    (30) (30) (30)
January 1, 2021January 1, 2021$1,269 $5 $1,985 $(2,245)$10,699 $3,863 $15,576 $1,601 $17,177 
Stock compensationStock compensation  44 15   59 8 67 Stock compensation  31 47   78 11 89 
Purchase of treasury stockPurchase of treasury stock   (330)  (330) (330)Purchase of treasury stock  (11)(698)  (709) (709)
Reissuance of treasury stockReissuance of treasury stock   (16) (16) (16)Reissuance of treasury stock   (47) (47) (47)
Retirement of common stockRetirement of common stock   359 (359) 0  0 
Repurchase of AB Holding unitsRepurchase of AB Holding units  (31)   (31)(19)(50)Repurchase of AB Holding units       (27)(27)
Dividends paid to noncontrolling interestDividends paid to noncontrolling interest       (230)(230)Dividends paid to noncontrolling interest       (195)(195)
Dividends on common stock (cash dividends declared per common share of $0.49)    (222) (222) (222)
Dividends on common stock (cash dividends declared per common share of $0.35)Dividends on common stock (cash dividends declared per common share of $0.35)    (150) (150) (150)
Dividends on preferred stockDividends on preferred stock    (34) (34) (34)Dividends on preferred stock    (39) (39) (39)
Issuance of preferred stockIssuance of preferred stock494      494  494 Issuance of preferred stock293      293  293 
Net income (loss)Net income (loss)    590  590 201 791 Net income (loss)    (1,365) (1,365)184 (1,181)
Other comprehensive income (loss)Other comprehensive income (loss)     3,344 3,344 1 3,345 Other comprehensive income (loss)     (1,880)(1,880)(2)(1,882)
OtherOther  20    20  20 Other  (25)   (25)0 (25)
September 30, 2020$1,269 $5 $1,953 $(2,147)$12,032 $4,188 $17,300 $1,552 $18,852 
June 30, 2021June 30, 2021$1,562 $5 $1,980 $(2,537)$8,739 $1,983 $11,732 $1,572 $13,304 
January 1, 2019$$$1,908 $(640)$13,937 $(1,408)$13,802 $1,566 $15,368 
January 1, 2020January 1, 2020$775 $$1,920 $(1,832)$11,744 $844 $13,456 $1,591 $15,047 
Cumulative effect of adoption of ASU 2016-03, Current Expected Credit LossCumulative effect of adoption of ASU 2016-03, Current Expected Credit Loss— — — — (30)— (30)— (30)
Stock compensationStock compensation— — (11)— — (3)16 13 Stock compensation— — 29 15 — — 44 49 
Purchase of treasury stockPurchase of treasury stock— — — (637)— — (637)— (637)Purchase of treasury stock— — — (230)— — (230)— (230)
Reissuance of treasury stockReissuance of treasury stock— — — — (1)— (1)— (1)Reissuance of treasury stock— — — — (15)— (15)— (15)
Retirement of common stock— — — — (142)— (142)— (142)
Repurchase of AB Holding unitsRepurchase of AB Holding units— — — — — — — (30)(30)Repurchase of AB Holding units— — (31)— — — (31)(17)(48)
Dividends paid to noncontrolling interestDividends paid to noncontrolling interest— — — — — — — (186)(186)Dividends paid to noncontrolling interest— — — — — — — (162)(162)
Dividends on common stock (cash dividends declared per common share of $0.43)— — — — (215)— (215)— (215)
Dividends on common stock (cash dividends declared per common share of $0.32)Dividends on common stock (cash dividends declared per common share of $0.32)— — — — (146)— (146)— (146)
Dividends on preferred stockDividends on preferred stock— — — — (23)— (23)— (23)
Net income (loss)Net income (loss)— — — — (818)— (818)175 (643)Net income (loss)— — — — 1,369 — 1,369 128 1,497 
Other comprehensive income (loss)Other comprehensive income (loss)— — — — — 2,954 2,954 (7)2,947 Other comprehensive income (loss)— — — — — 3,084 3,084 (5)3,079 
OtherOther— — — — — — — Other— — 20 — — — 20 20 
September 30, 2019$$$1,897 $(1,269)$12,761 $1,546 $14,940 $1,542 $16,482 
June 30, 2020June 30, 2020$775 $$1,938 $(2,047)$12,899 $3,928 $17,498 $1,540 $19,038 


See Notes to Consolidated Financial Statements (Unaudited).
8


EQUITABLE HOLDINGS, INC.
Consolidated Statements of Cash Flows
For the NineSix Months Ended SeptemberJune 30, 2021 and 2020 and 2019 (Unaudited)





Nine Months Ended September 30,Six Months Ended June 30,
2020201920212020
(in millions)(in millions)
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net income (loss)Net income (loss)$787 $(617)Net income (loss)$(1,177)$1,492 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balancesInterest credited to policyholders’ account balances930 944 Interest credited to policyholders’ account balances600 624 
Policy charges and fee incomePolicy charges and fee income(2,787)(2,847)Policy charges and fee income(1,888)(1,873)
Net derivative (gains) lossesNet derivative (gains) losses(1,890)2,323 Net derivative (gains) losses3,745 (3,362)
Credit losses on AFS debt securities and loansCredit losses on AFS debt securities and loans47 Credit losses on AFS debt securities and loans(6)43 
Investment (gains) losses, netInvestment (gains) losses, net(287)(176)Investment (gains) losses, net(596)(266)
Loss on businesses held-for-sale50 
(Gains) losses on businesses HFS(Gains) losses on businesses HFS(2)50 
Realized and unrealized (gains) losses on trading securitiesRealized and unrealized (gains) losses on trading securities(133)(485)Realized and unrealized (gains) losses on trading securities33 (130)
Non-cash long term incentive compensation expenseNon-cash long term incentive compensation expense55 90 Non-cash long term incentive compensation expense65 33 
Non-cash pension plan restructuringNon-cash pension plan restructuring0 Non-cash pension plan restructuring0 
Amortization and depreciationAmortization and depreciation1,668 564 Amortization and depreciation248 1,540 
Equity (income) loss from limited partnershipsEquity (income) loss from limited partnerships14 (67)Equity (income) loss from limited partnerships(217)60 
Changes in:Changes in:Changes in:
Net broker-dealer and customer related receivables/payablesNet broker-dealer and customer related receivables/payables980 (504)Net broker-dealer and customer related receivables/payables(724)704 
Reinsurance recoverable
(1)
Reinsurance recoverable
(1)
(316)(70)Reinsurance recoverable
(1)
(696)(292)
Segregated cash and securities, netSegregated cash and securities, net(774)211 Segregated cash and securities, net680 (787)
Capitalization of deferred policy acquisition costsCapitalization of deferred policy acquisition costs(489)(544)Capitalization of deferred policy acquisition costs(406)(341)
Future policy benefitsFuture policy benefits1,867 943 Future policy benefits35 1,807 
Current and deferred income taxesCurrent and deferred income taxes237 30 Current and deferred income taxes(678)478 
Other, netOther, net46 (87)Other, net389 (328)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities$5 $(292)Net cash provided by (used in) operating activities$(595)$(548)
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Proceeds from the sale/maturity/prepayment of:Proceeds from the sale/maturity/prepayment of:Proceeds from the sale/maturity/prepayment of:
Fixed maturities, available-for-saleFixed maturities, available-for-sale$10,422 $9,850 Fixed maturities, available-for-sale$20,638 $7,595 
Fixed maturities, at fair value using the fair value optionFixed maturities, at fair value using the fair value option410 
Mortgage loans on real estateMortgage loans on real estate454 708 Mortgage loans on real estate543 383 
Trading account securitiesTrading account securities1,529 8,762 Trading account securities4,637 899 
Real estate joint ventures0 
Short term investmentsShort term investments1,434 2,011 Short term investments81 938 
OtherOther570 162 Other1,053 189 
Payment for the purchase/origination of:Payment for the purchase/origination of:Payment for the purchase/origination of:
Fixed maturities, available-for-saleFixed maturities, available-for-sale(17,393)(24,448)Fixed maturities, available-for-sale(26,519)(11,832)
Fixed maturities, at fair value using the fair value optionFixed maturities, at fair value using the fair value option(724)
Mortgage loans on real estateMortgage loans on real estate(1,208)(912)Mortgage loans on real estate(741)(860)
Trading account securitiesTrading account securities(550)(1,072)Trading account securities(145)(354)
Short term investmentsShort term investments(1,100)(2,148)Short term investments(5)(651)
OtherOther(702)(302)Other(1,679)(266)
Proceeds from the sale of business164 
Cash from the sale of business, net of cash soldCash from the sale of business, net of cash sold215 164 
Cash settlements related to derivative instrumentsCash settlements related to derivative instruments2,503 179 Cash settlements related to derivative instruments(6,100)5,004 
Repayments of loans to affiliatesRepayments of loans to affiliates0 Repayments of loans to affiliates0 
Investment in capitalized software, leasehold improvements and EDP equipmentInvestment in capitalized software, leasehold improvements and EDP equipment(44)(72)Investment in capitalized software, leasehold improvements and EDP equipment(52)(28)
Other, netOther, net(47)(132)Other, net97 381 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities$(3,968)$(7,411)Net cash provided by (used in) investing activities$(8,291)$1,562 
Cash flows from financing activities:
Policyholders’ account balances:
Deposits$7,928 $9,944 
Withdrawals(3,116)(3,551)
Transfers (to) from Separate Accounts1,919 1,358 



See Notes to Consolidated Financial Statements (Unaudited).
9


EQUITABLE HOLDINGS, INC.
Consolidated Statements of Cash Flows
For the NineSix Months Ended SeptemberJune 30, 2021 and 2020 and 2019 (Unaudited)





Nine Months Ended September 30,Six Months Ended June 30,
2020201920212020
(in millions)(in millions)
Cash flows from financing activities:Cash flows from financing activities:
Policyholders’ account balances:Policyholders’ account balances:
DepositsDeposits$9,989 $4,599 
WithdrawalsWithdrawals(3,118)(2,029)
Transfers (to) from Separate AccountsTransfers (to) from Separate Accounts957 873 
Change in short-term financingsChange in short-term financings0 (163)Change in short-term financings82 
Change in collateralized pledged assetsChange in collateralized pledged assets60 Change in collateralized pledged assets67 60 
Change in collateralized pledged liabilitiesChange in collateralized pledged liabilities1,973 1,900 Change in collateralized pledged liabilities1,267 239 
(Decrease) increase in overdrafts payable(Decrease) increase in overdrafts payable3 (73)(Decrease) increase in overdrafts payable9 17 
Repayment of long-term debtRepayment of long-term debt(280)
Proceeds from notes issued by consolidated VIEsProceeds from notes issued by consolidated VIEs433 
Dividends paid on common stockDividends paid on common stock(222)(215)Dividends paid on common stock(150)(146)
Dividends paid on preferred stockDividends paid on preferred stock(34)Dividends paid on preferred stock(39)(23)
Issuance of preferred stockIssuance of preferred stock494 Issuance of preferred stock293 
Purchases of AB Holding Units to fund long-term incentive compensation plan awardsPurchases of AB Holding Units to fund long-term incentive compensation plan awards(54)(82)Purchases of AB Holding Units to fund long-term incentive compensation plan awards(75)(48)
Purchase of treasury sharesPurchase of treasury shares(330)(787)Purchase of treasury shares(709)(230)
Purchases (redemptions) of noncontrolling interests of consolidated
company-sponsored investment funds
Purchases (redemptions) of noncontrolling interests of consolidated
company-sponsored investment funds
(260)138 Purchases (redemptions) of noncontrolling interests of consolidated
company-sponsored investment funds
(79)(269)
Distribution to noncontrolling interest of consolidated subsidiariesDistribution to noncontrolling interest of consolidated subsidiaries(230)(186)Distribution to noncontrolling interest of consolidated subsidiaries(195)(162)
Increase (decrease) in securities sold under agreement to repurchase0 (573)
Other, netOther, net45 Other, net(22)10 
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities$8,176 $7,713 Net cash provided by (used in) financing activities$8,430 $2,891 
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents$1 $(8)Effect of exchange rate changes on cash and cash equivalents$(1)$(11)
Change in cash and cash equivalentsChange in cash and cash equivalents4,214 Change in cash and cash equivalents(457)3,894 
Cash and cash equivalents, beginning of yearCash and cash equivalents, beginning of year4,405 4,469 Cash and cash equivalents, beginning of year6,179 4,405 
Change in cash of businesses held-for-saleChange in cash of businesses held-for-sale65 Change in cash of businesses held-for-sale39 65 
Cash and cash equivalents, end of yearCash and cash equivalents, end of year$8,684 $4,471 Cash and cash equivalents, end of year$5,761 $8,364 
Non-cash transactions:
Non-cash transactions from investing and financing activities:Non-cash transactions from investing and financing activities:
Right-of-use assets obtained in exchange for lease obligationsRight-of-use assets obtained in exchange for lease obligations$24 $41 Right-of-use assets obtained in exchange for lease obligations$45 $16 
Transfer of assets to reinsurerTransfer of assets to reinsurer$(9,023)$
__________
(1) Amount includes cash paid for Venerable transaction of $494 million . (see Note 1 Organization).







See Notes to Consolidated Financial Statements (Unaudited).
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Table of Contents
EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited)

1)    ORGANIZATION
Equitable Holdings, Inc. (which removed “AXA” from its name on January 13, 2020, “Holdings” and, with its consolidated subsidiaries, the “Company”) is the holding company for a diversified financial services organization. The Company conducts operations in 4 segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. The Company’s management evaluates the performance of each of these segments independently.
The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.
The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.
The Investment Management and Research segment provides diversified investment management, research and related solutions globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth Management - and distributes its institutional research products and solutions through Bernstein Research Services. The Investment Management and Research segment reflects the business of AllianceBernsteinAB Holding L.P. (“AB Holding”), AllianceBernstein L.P. (“ABLP”)and ABLP and their subsidiaries (collectively, “AB”)AB).
The Protection Solutions segment includes the Company’s life insurance and group employee benefits businesses. The life insurance business offers a variety of variable universal life, indexed universal lifeVUL, IUL and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group employee benefits business offers a suite of life, short- and long-term disability, dental and vision insurance products to small and medium-size businesses across the United States.
The Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes certain of our financing and investment expenses. It also includes: Equitable Advisors LLC (“Equitable Advisors”) broker-dealer business, closed block of life insurance (the “Closed Block”), run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and corporate expense. AB’s results of operations are reflected in the Investment Management and Research segment. Accordingly, Corporate and Other does not include any items applicable to AB.
At both SeptemberAs of June 30, 20202021 and December 31, 2019,2020 the Company’s economic interest in AB was approximately 65%. for both periods. The general partnerGeneral Partner of AB AllianceBernstein Corporation (the “General Partner”), is a wholly-owned subsidiary of the Company. Because the General Partner has the authority to manage and control the business of AB, AB is consolidated in the Company’s financial statements for all periods.periods presented.
SaleOn June 1, 2021, Holdings completed its previously announced sale (the “Transaction”) of U.S.Corporate Solutions Life Reinsurance Company, an insurance company domiciled in Delaware and wholly owned subsidiary of the Company (“CSLRC”), to Venerable Insurance and Annuity Company, an insurance company domiciled in Iowa (“VIAC”), pursuant to the Master Transaction Agreement, dated October 27, 2020 (the “Master Transaction Agreement”), among the Company, VIAC and, solely with respect to Article XIV thereof, Venerable Holdings, Inc., a Delaware corporation (“Venerable”).
Pursuant to the Master Transaction Agreement, immediately prior to the closing of the Transaction, CSLRC effected the recapture of all of the business that was ceded to CS Life Re Company, an insurance company domiciled in Arizona and wholly owned subsidiary of CSLRC (“Reinsurance Subsidiary”), and sold 100% of the equity of the Reinsurance Subsidiary to another wholly owned subsidiary of the Company.
VIAC paid the Company a cash purchase price of $215 million for CSLRC at closing. The post-closing true-up adjustment is expected to be immaterial. VIAC also issued a surplus note in aggregate principal amount of $50 million to Equitable Financial Life Insurance Company, a New York-domiciled life insurance company and MONY Life Insurance Companya wholly owned subsidiary of Holdings, for cash consideration.
Immediately following the closing of the Americas, Ltd
On December 10, 2019, HoldingsTransaction, CSLRC and Equitable Financial entered into a definitivecoinsurance and modified coinsurance agreement (the “Reinsurance Agreement”), pursuant to sell U.S.which Equitable Financial Life Insurance Company (“USFL”)ceded to CSLRC, on a combined coinsurance and MONY Life Insurance Companymodified coinsurance basis, legacy variable annuity policies sold by
11

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees. At the closing of the Americas, Ltd (“MLICA”)Transaction, CSLRC deposited assets supporting the general account liabilities relating to the Block into a trust account for the benefit of Equitable Financial, which assets will secure its obligations to Equitable Financial under the Reinsurance Agreement. At the closing of the Transaction, AllianceBernstein L.P., indirect wholly-owned subsidiariesa subsidiary of Holdings. The transaction closed on April 1, 2020. Accordingly, the Company recognized(“AB”), entered into an impairment loss in Investment gains (losses), net, ininvestment advisory agreement with CSLRC pursuant to which AB will serve as the consolidated statementspreferred investment manager of income (loss)the general account assets transferred to the trust account. The Company transferred assets of $39 million$9.5 billion, including primarily available for sale securities and $105 million, net of income tax, duringcash, to a collateral trust account as the nine months ended September 30, 2020 and year ended December 31, 2019, respectively.consideration for the reinsurance transaction. In addition, the assets andCompany recorded $9.6 billion of direct insurance liabilities ceded under the reinsurance contract, of USFL and MLICAwhich $5.3 billion is accounted at fair value, as the reinsurance of GMxB with no lapse guarantee riders are embedded derivatives. Additionally, $16.9 billion of Separate Account liabilities were reported as “held-for-sale”ceded under a modified coinsurance portion of the agreement.
In addition, upon the completion of the Transaction, Equitable Investment Management Group, LLC, a wholly owned subsidiary of the Company, acquired an approximate 9.09% equity interest in Venerable’s parent holding company, VA Capital Company LLC. In connection with such investment, Equitable Investment Management Group, LLC will have the Company’s consolidated balance sheets from December 31, 2019 throughright to designate a member of the date the transaction closed. The assets held-for-sale were reported in the Protection Solutions segment asBoard of December 31, 2019.Managers of VA Capital Company LLC.

2)     SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The unaudited interim consolidated financial statements (the “consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to the Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).
11

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature, with the exception of the Company’s update of its interest rate assumption and adoption of new economic scenario generator as further described below in Assumption Updates and Model Changes. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020.
The accompanying unaudited consolidated financial statements present the consolidated results of operations, financial condition, and cash flows of the Company and its subsidiaries and those investment companies, partnerships and joint ventures in which the Company has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.
All significant intercompany transactions and balances have been eliminated in consolidation. The terms “third“second quarter 2020”2021” and “third“second quarter 2019”2020” refer to the three months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. The terms “first ninesix months of 2021” and “first six months of 2020” and “first nine months of 2019” refer to the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Certain prior year amounts have been reclassified to conform to the current year’s presentation.


12

Table of Contents
EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Adoption of New Accounting Pronouncements
DescriptionEffect on the Financial Statement or Other Significant Matters
ASU 2016-132019-12: Income Taxes (Topic 740): Financial Instruments—Credit Losses (Topic 326), as clarified and amended by ASU 2018-19: Codification Improvements to Topic 326, Financial Instruments—Credit Losses, ASU 2019-04: Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-05: Financial Instruments—Credit Losses (Topic 326) Targeted Transition Relief, ASU 2019-11: Codification Improvements to Topic 326, Financial Instruments—Credit LossesSimplifying the Accounting for Income Taxes
This ASU 2016-13 contains new guidance which introduces an approach based on expected lossessimplifies the accounting for income taxes by removing certain exceptions to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securitiesgeneral principles in Topic 740, as well as clarifying and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination.

amending existing guidance.
ASU 2019-05 provides entities that have instruments within the scope of Subtopic 326-20 an option to irrevocably elect the fair value option on an instrument-by-instrument basis upon adoption of Topic 326.

ASU 2018-19, ASU 2019-04 and ASU 2019-11 clarified the codification guidance and did not materially change the standard.

On January 1, 2020,2021, the Company adopted the new standardaccounting standards update. The new guidance is applied either on a retrospective, modified retrospective or prospective basis based on the items to which the amendments relate. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations and completed implementation of its updated current expected credit losses (“CECL”) models, processes and controls related to the identified financial assets that fall within the scopecash flows as of the new standard. Upon adoption the Company recorded a cumulative effect adjustment to reduce the opening retained earnings balance by approximately $40 million, on a pre-tax and pre-DAC basis. The adjustment is primarily attributable to an increase in the allowance for credit losses associated with the Company’s commercial and agricultural mortgage loan portfolios and reinsurance.

Results for reporting periods beginning after January 1, 2020 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP.
date.
ASU 2018-13: Fair Value Measurement (Topic 820)
This ASU improves the effectiveness of fair value disclosures in the notes to financial statements. Amendments in this ASU impact the disclosure requirements in Topic 820, including the removal, modification and addition to existing disclosure requirements.

The Company elected to early adopt during 2019 the removal of disclosures relating to transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and valuation processes for Level 3 fair value measurements. The Company adopted the additional disclosures related to Level 3 fair value information on January 1, 2020.
ASU 2018-17: Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities
This ASU provides guidance requiring that indirect interests held through related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests.The Company adopted this new standard effective for January 1, 2020. Adoption of this standard did not materially impact the Company’s financial position or results of operations.

Future Adoption of New Accounting Pronouncements
12

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Description

Effective Date and Method of Adoption

Effect on the Financial Statement or Other Significant Matters

ASU 2018-12:Financial Services - Insurance (Topic 944); ASU 2019-09:2020-11: Financial Services - Insurance (Topic 944): Effective Date and Early Application
This ASU provides targeted improvements to existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. The ASU primarily impacts four key areas, including:



In November 2019,2020, the FASB issued ASU 2019-09 was issued2020-11 which modifieddeferred the effective date of the amendments in ASU 2018-12 to befor all insurance entities. ASU 2018-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.2022. Early adoption is permitted. On September 30, 2020, the FASB tentatively affirmed its decision to defer the effective date of the amendments in ASU 2018-12, for all insurance entities by one year. Early adoption would still be allowed.

The Company is currently evaluating the impact that adoption of this guidance will have on the Company’s consolidated financial statements, however the adoption of the ASU is expected to have a significant impact on the Company’s consolidated financial condition, results of operations, cash flows and required disclosures, as well as processes and controls.

1. Measurement of the liability for future policy benefits for traditional and limited payment contracts. The ASU requires companies to review, and if necessary, update cash flow assumptions at least annually for non-participating traditional and limited-payment insurance contracts. Interest rates used to discount the liability will need to be updated quarterly using an upper medium grade (low credit risk) fixed-income instrument yield.
2. Measurement of market risk benefits (“MRBs”).MRBs. MRBs, as defined under the ASU, will encompass certain GMxB features associated with variable annuity products and other general account annuities with other than nominal market risk. The ASU requires MRBs to be measured at fair value with changes in value attributable to changes in instrument-specific credit risk recognized in OCI.
3. Amortization of deferred acquisition costs. The ASU simplifies the amortization of deferred acquisition costs and other balances amortized in proportion to premiums, gross profits, or gross margins, requiring such balances to be amortized on a constant level basis over the expected term of the contracts. Deferred costs will be required to be written off for unexpected contract terminations but will not be subject to impairment testing.
4. Expanded footnote disclosures. The ASU requires additional disclosures including disaggregated roll-forwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, MRBs, separate account liabilities and deferred acquisition costs. Companies will also be required to disclose information about significant inputs, judgements, assumptions and methods used in measurement.
For the liability for future policyholder benefits for traditional and limited payment contracts, companies can elect one of two adoption methods. Companies can either elect a modified retrospective transition method applied to contracts in force as of the beginning of the earliest period presented on the basis of their existing carrying amounts, adjusted for the removal of any related amounts in Accumulated other comprehensive income (“AOCI”)AOCI or a full retrospective transition method using actual historical experience information as of contract inception. The same adoption method must be used for deferred policy acquisition costs.
For MRBs, the ASU should be applied retrospectively as of the beginning of the earliest period presented.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Description

Effective Date and Method of Adoption

Effect on the Financial Statement or Other Significant Matters

4. Expanded footnote disclosures. The ASU 2019-12: Income Taxes (Topic 740): Simplifyingrequires additional disclosures including disaggregated roll-forwards of beginning to ending balances of the Accountingliability for Income Taxesfuture policy benefits, policyholder account balances, MRBs, separate account liabilities and deferred acquisition costs. Companies will also be required to disclose information about significant inputs, judgements, assumptions and methods used in measurement.
This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, as well as clarifying and amending existing guidance.Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted.The Company is currently evaluating the impact adopting the guidance will have on the Company’s consolidated financial statements, however the adoption is not expected to materially impact the Company’s financial position, results of operation, or cash flows.
ASU2020-04:ASU2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
The amendments in this ASU provide optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.  The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.This ASU is effective as of March 12, 2020 through December 31, 2022.The Company will determineis currently assessing the applicability of the optional expedients and exceptions provided under the ASU as reference rate reform continues to develop.ASU. Management is evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

Goodwill
Starting as of June 30, 2020, the Company changed its measurement of the fair value of the Company’s Investment Management and Research reporting unit from a discounted cash flow valuation technique to a market valuation approach. Under the market valuation approach, the fair value of the reporting unit is based on its adjusted market valuation assuming a control premium. The Company has determined that this valuation technique provides a more exact determination of fair value for the reporting unit. This approach will be applied when the Company performs its annual testing for goodwill recoverability at December 31, 2020. The Company also determined that if the market valuation approach had been applied in the first quarter 2020, it would not have resulted in an impairment of the reporting unit.
Investments
The carrying values of fixed maturities classified as available-for-sale (“AFS”)AFS are reported at fair value. Changes in fair value are reported in OCI, net of allowance for credit losses, policy related amounts and deferred income taxes. With the adoption of the new Financial Instruments-Credit Losses standard, changesChanges in credit losses are recognized in Investment gains (losses), net. The redeemable preferred stock investments that are reported in fixed maturities include real estate investment trusts (“REIT”),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.Effective January 1, 2021, the Company began classifying certain preferred stock as equity securities to better reflect the economics and nature of these securities. These preferred stock securities are reported in other equity investments.
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, evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit losses which are evaluated in accordance with the new financial instruments credit losses guidance effective January 1, 2020.guidance. Integral to this review is an assessment made each quarter, on a security-by-security basis, by the Company’s Investments Under Surveillance (“IUS”)IUS Committee, of various indicators of credit deterioration to determine whether the investment security has experienced a credit loss. This assessment includes, but is not limited to, consideration of the 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, and the financial strength, liquidity and continued viability of the issuer.
The Company recognizes an allowance for credit losses on AFS debt securities with a corresponding adjustment to earnings rather than a direct write down that reduces the cost basis of the investment, and credit losses are limited to the amount by which the security’s amortized cost basis exceeds its fair value. Any improvements in estimated credit
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
losses on AFS debt securities are recognized immediately in earnings. Management does not use the length of time a security has been in an unrealized loss position as a factor, either by itself or in combination with other factors, to conclude that a credit loss does not exist, as they were permittedexist.
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EQUITABLE HOLDINGS, INC.
Notes to do prior to January 1, 2020.Consolidated Financial Statements (Unaudited), Continued
When the Company determines that there is more than 50% likelihood that it is not going to recover the principal and interest cash flows related to an AFS debt security, the security is placed on nonaccrual status and the Company reverses accrued interest receivable against interest income. Since the nonaccrual policy results in a timely reversal of accrued interest receivable, the Company does not record an allowance for credit losses on accrued interest receivable.

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 allowance is recognized in income (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 at the date of acquisition. 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.
Write-offs of AFS debt securities are recorded when all or a portion of a financial asset is deemed uncollectible. Full or partial write-offs are recorded as reductions to the amortized cost basis of the AFS debt security and deducted from the allowance in the period in which the financial assets are deemed uncollectible. The Company elected to reverse accrued interest deemed uncollectible as a reversal of interest income. In instances where the Company collects cash that it has previously written off, the recovery will be recognized through earnings or as a reduction of the amortized cost basis for interest and principal, respectively.
Real estate held for the production of income is stated at depreciated cost less allowance for credit losses. 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 represent funds loaned to policyholders up to the cash surrender value of the associated insurance policies and are carried at the unpaid principal balances due to the Company from the policyholders. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policies.
Partnerships, investment companies, and joint venture interests that the Company has control of and has an economic interest in 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 method of accounting and are reported in other equity investments. The Company records its interests in certain of these partnerships on a month or one quarter lag.
Trading securities, which include equity securities and fixed maturities, are carried at fair value based on quoted market prices, with realized and unrealized gains (losses) reported in net investment income (loss) in the consolidated statements of income (loss).
Corporate owned life insurance (“COLI”)COLI has been purchased by the Company and certain subsidiaries on the lives of certain key employees 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 SeptemberAs of June 30, 20202021 and December 31, 2019,2020, the carrying value of COLI was $958$999 million and $944$992 million, respectively, and is reported in Other invested assets in the consolidated balance sheets.
Cash
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 cash equivalents includes cash on hand, demand deposits, moneyliquidity. 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 equity, currency, and interest rate futures, total return and/or other equity swaps, interest rate swaps and floors, swaptions, variance swaps and equity options, all of which may be exchange-traded or contracted in the OTC market. All derivative positions are carried in the consolidated balance sheets at fair value, generally by obtaining quoted market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturityprices or through the use of three months or less. Due to the short-term nature of these investments, the recorded value is deemed to approximate fair value. Cash and securities segregated primarily includes U.S. Treasury Bills segregated by AB in a special reserve bank custody account for the exclusive benefit of its brokerage customers under Rule 15c3-3 of the Exchange Act.valuation models.
All securities owned, including U.S. government and agency securities, mortgage-backed securities, futures and forwards transactions,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 statements oninstruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. All changes in the fair value of the Company’s freestanding derivative positions not designated to hedge accounting relationships, including net receipts and payments, are included in “net derivative gains (losses)” without considering changes in the fair value of the economically associated assets or liabilities.
The Company has designated certain derivatives it uses to economically manage asset/liability risk in relationships which qualify for hedge accounting. To qualify for hedge accounting, we formally document our designation at inception of the hedge relationship as a trade date basis.cash flow, fair value or net investment hedge. This documentation includes our risk management objective and strategy for undertaking the hedging transaction. The Company identifies how the hedging instrument is expected to offset the designated risks related to the hedged item and the method that will be used to retrospectively and prospectively assess the hedge effectiveness. To qualify for hedge accounting, a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed and documented at inception and periodically throughout the life of the hedge accounting relationship.
The Company does not exclude any components of the hedging instrument from the effectiveness assessments and therefor does not separately measure or account for any excluded components of the hedging instrument.
While in cash flow hedge relationships, any periodic net receipts and payments from the hedging instrument are included in the income or expense line that the hedged item’s periodic income or expense is recognized. Other changes
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Mortgage Loans on Real Estate
Mortgage loans are stated at unpaid principal balances, net of unamortized discounts and the allowance for credit losses. The Company calculates the allowance for credit losses in accordance with the CECL model in order to provide for the risk of credit losses in the lending process.
Expected credit losses for loans with similar risk characteristics are estimated on a collective (i.e., pool) basis in order to meet CECL’s risk of loss concept which requires the Company to consider possibilities of loss, even if remote.
For collectively evaluated mortgages, the Company estimates the allowance for credit losses based on the amortized cost basis of its mortgages over their expected life using a probability of default (“PD”) / loss given default (“LGD”) model. The PD/LGD model incorporates the Company’s reasonable and supportable forecast of macroeconomic information over a specified period. The length of the reasonable and supportable forecast period is reassessed on a quarterly basis and may be adjusted as appropriate over time to be consistent with macroeconomic conditions and the environment as of the reporting date. For periods beyond the reasonable and supportable forecast period, the model reverts to historical loss information. The PD and LGD are estimated at the loan-level based on loans’ current and forecasted risk characteristics as well as macroeconomic forecasts. The PD is estimated using both macroeconomic conditions as well as individual loan risk characteristics including LTV ratios, DSC ratios, seasoning, collateral type, geography, and underlying credit. The LGD is driven primarily by the type and value of collateral, and secondarily by expected liquidation costs and time to recovery.
The CECL model is configured to the Company’s specifications and takes into consideration the detailed risk attributes of each discrete loan in the mortgage portfolio which include, but are not limited to the following:
Loan-to-value (“LTV”) ratio - Derived from current loan balance divided by the fair market value of the property. An LTV ratio in excess of 100% indicates an underwater mortgage. 
Debt service coverage (“DSC”) ratio - Derived from actual operating earnings 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.
Other - Any other factors such as maturity, borrower/tenant related issues, payment status, property condition, or current economic conditions may call into question the performance of the loan.
Mortgage loans that do not share similar risk characteristics with other loans in the portfolio are individually evaluated quarterly by the Company’s IUS Committee. The allowance for credit losses on these individually evaluated mortgages is a loan-specific reserve as a result of the loan review process that is 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.hedging instrument while in a cash flow hedging relationship are reported within OCI. These amounts are deferred in AOCI until they are reclassified to Net income (loss). The individually assessed allowance for mortgage loans can increase or decrease from period to period basedreclassified amount offsets the effect of the cash flows on such factors.
Individually assessed loans may include, but are not limited to, mortgages that have deteriorated in credit quality such as troubled debt restructurings (“TDR”) and reasonably expected TDRs, mortgages for which foreclosure is probable, and mortgages which have been classified as “potential problem” or “problem” loans within the Company’s IUS Committee processes as described below.
Within the IUS process, Commercial mortgages 60 days or more past due and agricultural mortgages 90 days or more past due, as well as all mortgagesNet income (loss) in the process of foreclosure, are identifiedsame period when the hedged item affects earnings and on the same line as problem loans. Based on its monthly monitoring of mortgages, a class of potential problem loans are also identified, consisting of mortgage loans not currently classified as problem loans but for which management has doubts as to the ability ofhedged item.
We discontinue cash flow hedge accounting prospectively when the borrower to comply withCompany determines: (1) the present loan payment terms and which may resulthedging instrument is no longer highly effective in offsetting changes in the loan becoming a problemcash flow from the hedged risk, (2) the hedged item is no longer probable of occurring within two months of their forecast, or being modified. The decision whether to classify a performing mortgage loan as a potential problem involves judgments by management as to likely future industry conditions and developments with respect to(3) the borrower orhedging instrument is otherwise redesignated from the individual mortgaged property.
Individually assessed mortgage loans without provision for losses are mortgage loans wherehedging relationship. Changes in the fair value of the collateral orderivative after discontinuation of cash flow hedge accounting are accounted for as freestanding derivative positions not designated to hedge accounting relationships unless and until the net present valuederivative is redesignated to a hedge accounting relationship. When cash flow hedge accounting is discontinued the amounts deferred in AOCI during the hedge relationship continue to be deferred in AOCI, as long as the hedged items continue to be probable of occurring within two months of their forecast, until the hedged item affects Net income (loss). Any amount deferred in AOCI for hedged items which are no longer probable of occurring within two months of their forecast will be reclassified to “net derivative gains (losses)” at that time.
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 expected future cash flowsembedded 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. Once those criteria are assessed, if necessary, 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 income (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.
Reinsurance
For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. Cessions under reinsurance agreements do not discharge the Company’s obligations as the primary insurer. The Company reviews all contractual features, including those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.
For reinsurance of existing in-force blocks of long-duration contracts that transfer significant insurance risk, the difference, if any, between the amounts paid (received), and the liabilities ceded (assumed) related to the loan equalsunderlying contracts is considered the net cost of reinsurance at the inception of the reinsurance agreement. The net cost of reinsurance is recorded as an adjustment and recognized as a component of other expenses on a basis consistent with the expected life of the underlying reinsured contracts. Subsequent amounts paid (received) on the reinsurance of in-force blocks, as well as amounts paid (received) related to new business, are recorded as premiums ceded (assumed); and amounts due from reinsurers (amounts due to reinsurers) are established.
Assets and liabilities relating to reinsurance agreements with the same reinsurer may be recorded net on the balance sheet, if a right of offset exists within the reinsurance agreement. In the event that reinsurers do not meet their obligations to the Company under the terms of the reinsurance agreements, reinsurance recoverable balances could become uncollectible. In such instances, reinsurance recoverable balances are stated net of allowances for uncollectible reinsurance.
Premiums, policy charges and fee income, and policyholders’ benefits include amounts assumed under reinsurance agreements and are net of reinsurance ceded. Amounts received from reinsurers for policy administration are reported in other revenues. With respect to GMIBs, a portion of the directly written GMIBs are accounted for as insurance liabilities, but the associated reinsurance agreements contain embedded derivatives as they are net settled. These embedded derivatives are included in GMIB reinsurance contract asset, at fair value with changes in estimated fair value reported in net derivative gains (losses). Separate Account liabilities that have been ceded on a Modified coinsurance (Modco) basis, receivable and payable have been recognized on a net basis as right of set off exists.
If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. Deposits received are included in other liabilities and deposits made are included within other assets. As amounts are paid or exceedsreceived, consistent with the recordedunderlying contracts, the deposit assets or liabilities are adjusted. Interest on such
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
investment. Interest income earned on mortgage loans where the collateral value is used to measure impairmentdeposits is recorded on a cash basis. Interestas other income on mortgage loans whereor other operating costs and expenses, as appropriate. Periodically, the present value method is used to measure impairment is accrued onCompany evaluates the net carrying value amountadequacy of the loan atexpected payments or recoveries and adjusts the interest rate used to discount the cash flows.deposit asset or liability through other revenues or other expenses, as appropriate.
Mortgage loans are placed on nonaccrual status once management believes the collection of accrued interest is not probable. Once mortgage loans are classified as nonaccrual mortgage 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 has been restructured to where the collection of interest is considered likely. The Company charges off loan balances and accrued interest that are deemed uncollectible.
The components of amortized cost for mortgage loans on the consolidated balance sheets excludes accrued interest amounts because the Company presents accrued interest receivables within Other assets. Once mortgage loans are placed on nonaccrual status, the Company reverses accrued interest receivable against interest income. Since the nonaccrual policy results in the timely reversal of accrued interest receivable, the Company does not record an allowance for credit losses on accrued interest receivable.
Troubled Debt Restructuring
The Company invests in commercial and agricultural mortgage loans included in the balance sheet as Mortgage loans on real estate and privately negotiated fixed maturities included in the balance sheet as Fixed maturities AFS. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a troubled debt restructuring has occurred. A modification is a troubled debt restructuring when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lowerFor reinsurance contracts other than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific credit allowance recorded in connection with the troubled debt restructuring. A credit allowance may have been recorded prior to the quarter when the loan is modified in a troubled debt restructuring. Accordingly, the carrying value (net of the allowance) before and after modification through a troubled debt restructuring may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment.
Net Investment Income (Loss), Investment Gains (Losses), Net, and Unrealized Investment Gains (Losses)
Realized investment gains (losses) are determined by identification with the specific asset and are presented as a component of revenue. Changes in the allowance for credit losses are included in Investment gains (losses), net.
Realized and unrealized holding gains (losses) on trading and equity securities are reflected in Net investment income (loss).
Unrealized investment gains (losses) on fixed maturities designated as AFS held by the Company arethose accounted for as a separate component of AOCI, net of related deferred income taxes, asderivatives, reinsurance recoverable balances are amounts attributablecalculated using methodologies and assumptions that are consistent with those used to certain pension operations, Closed Block’s policyholders’ dividend obligation, insurance liability loss recognition, DAC related to 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 classified as AFS and do not reflect any change in fair value of policyholders’ account balances and future policy benefits.calculate the direct liabilities.
Accounting and Consolidation of VIEs
For all new investment products and entities developed by the Company, (other than Collateralized Debt Obligations (“CDOs”)), the Company 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, the Company then identifiesdetermines whether it is the primary beneficiary of the VIE.VIE based on its beneficial interests. If the Company is deemed to be the primary beneficiary of the VIE, then the Company consolidates the entity.
Management of the Company reviews quarterly its investment management agreements and its investments in, and other financial arrangements with, certain entities that hold client assets under management (“AUM”)AUM to determine the entities that the Company 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.
The analysis performed to identify variable interests held, determine whether entities are VIEs or voting interest entities (“VOEs”),VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
exercise of judgment and is updated on a continuous basis as circumstances change or new entities are developed. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, including consideration of economic interests in the VIE held directly and indirectly through related parties and entities under common control, as well as quantitatively, as appropriate.
Consolidated VIEs
At SeptemberConsolidated CLOs
The Company is the investment manager of certain asset-backed investment vehicles, commonly referred to as CLOs, and certain other vehicles for which the Company earns fee income for investment management services. The Company may sell or syndicate investments through these vehicles, principally as part of the strategic investing activity as part of its investment management businesses. Additionally, the Company may invest in securities issued by these vehicles which are eliminated in consolidation of the CLOs.
As of June 30, 20202021 and December 31, 2019,2020, respectively, Equitable Financial holds $75 million and $38 million of equity interests in the CLOs. The Company consolidated 1 real estate joint venture for whichthe CLOs as of June 30, 2021 and December 31, 2020 as it was identified asis the primary beneficiary underdue to the VIE model. The consolidated entity is jointly ownedcombination of both its equity interest held by Equitable Financial Life Insurance Company (“Equitable Financial”) and AXA France and holds an investment in a real estate venture. Included in Other investedthe majority ownership of AB, which functions as the CLOs loan manager. The assets inof the CLOs are legally isolated from the Company’s consolidated balance sheets at September 30, 2020creditors and December 31, 2019can only be used to settle obligations of the CLOs. The liabilities of the CLOs are total assetsnon-recourse to the Company and the Company has no obligation to satisfy the liabilities of $31 million and $32 million, respectively, related to this VIE, primarily resulting from the consolidated presentation of this real estate joint venture as real estate held for sale.
CLOs. As of SeptemberJune 30, 2020,2021, Equitable Financial holds $18$37 million of equity interests in a newly formed Special Purpose Entity, (“SPE”)SPE established to purchase loans from the market in anticipation of a Collateralized Loan Obligation (“CLO”)new CLO transaction. The Company has determined it will consolidateconsolidated the SPE as of SeptemberJune 30, 20202021 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the SPE loan manager.
Resulting from this consolidation in the Company’s consolidated balance sheets are fixed maturities, at fair value using the fair value option with total assets of $941 million and $389 million notes issued by consolidated variable interest entities, at fair value using the fair value option with total liabilities of $746 million and $313 million at June 30, 2021 and December 31, 2020, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is $811 million and $362 million at June 30, 2021 and December 31, 2020.
Consolidated Limited Partnerships and LLCs
As of June 30, 2021 and December 31, 2020 the Company consolidated limited partnerships and LLCs for which it was identified as the primary beneficiary under the VIE model. Included in Other invested assets, Mortgage loans on real estate and Other equity investments in the Company’s consolidated balance sheets at June 30, 2021 and December 31, 2020 are total assets of $184 million and $12 million, respectively related to these VIEs.
Consolidated AB-Sponsored Investment Funds
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Included in the Company’s consolidated balance sheet at Septemberas of June 30, 20202021 and December 31, 20192020 are assets of $169$206 million and $424$284 million, liabilities of $7$11 million and $12$8 million, and redeemable noncontrolling interests of $39$18 million and $273$83 million, respectively, associated with the consolidation of AB-sponsored investment funds under the VIE model. Also included in the Company’s consolidated balance sheets at Septemberas of June 30, 20202021 and December 31, 20192020 are assets of $102$0 million and $188$68 million, liabilities of $23$0 million and $19$23 million, and redeemable noncontrolling interests of $18$0 million and $52$20 million, respectively, from consolidation of AB-sponsored investment funds under the VOE model. The assets of these consolidated funds are presented within Otherother invested assets and Cashcash and cash equivalents, and liabilities of these consolidated funds are presented with Otherother liabilities in the Company’s consolidated balance sheets; ownership interests not held by the Company relating to consolidated VIEs and VOEs are presented either as redeemable or non-redeemable noncontrolling interests, as appropriate. Redeemable noncontrolling interests are presented in mezzanine equity and non-redeemable noncontrolling interests are presented within permanent equity. The Company is not required to provide financial support to these Company-sponsoredAB-sponsored investment funds, and only the assets of such funds are available to settle each fund’s own liabilities.
Non-Consolidated VIEs
At SeptemberAs of June 30, 20202021 and December 31, 2019,2020 respectively, the Company held approximately $1.3$1.8 billion and $1.2$1.4 billion of investment assets in the form of equity interests issued by non-corporate legal entities determined under the guidance to be VIEs, such as limited partnerships and limited liability companies, including CLOs, hedge funds, private equity funds and real estate-related funds. As an equity investor, the Company is considered to have a variable interest in each of these VIEs as a result of its participation in the risks and/or rewards these funds were designed to create by their defined portfolio objectives and strategies. Primarily through qualitative assessment, including consideration of related party interests or other financial arrangements, if any, the Company was not identified as primary beneficiary of any of these VIEs, largely due to its inability to direct the activities that most significantly impact their economic performance. Consequently, the Company continues to reflect these equity interests in the consolidated balance sheets as Otherother equity investments and applies the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately $156.7$197.3 billion and $160.2$165.9 billion at Septemberas of June 30, 20202021 and December 31, 2019,2020 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $1.8 billion and $1.4 billion and approximately $1.3 billion and $1.2 billion and approximately $1.2 billion and $1.1 billion of unfunded commitments at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively. The Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.
In addition, at September 30, 2020 and December 31, 2019, Other invested assets includes real estate held for production of income of $(4) million and $(5) million, respectively, as related to 1 non-consolidated real estate joint venture.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Non-Consolidated AB-Sponsored Investment Products
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately $68.9$73.3 billion and $79.3$73.4 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $9 million and $7 million and $8 million at Septemberas of June 30, 20202021 and December 31, 2019, respectively.2020. The Company has no further commitments to or economic interest in these VIEs.
Assumption Updates and Model Changes
The Company conducts its annual review of its assumptions and models during the third quarter of each year. The annual review encompasses assumptions underlying the valuation of unearned revenue liabilities, embedded derivatives for our insurance business, liabilities for future policyholder benefits, DAC and deferred sales inducement (“DSI”)DSI assets.
However, the Company updates its assumptions as needed in the event it becomes aware of economic conditions or events that could require a change in assumptions that it believes may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact its earnings in the period of the change.
Annual Update
The net impact of assumption changes in the third quarter of 2020 decreased Policy charges and fee income by $23 million, increased Policyholders’ benefits by $193 million, increased Interest credited to policyholders’ account balances by $5 million, decreased Net derivative losses by $112 million and decreased Amortization of DAC by $35 million. This resulted in a decrease in Income (loss) from operations, before income taxes of $74 million and decreased Net income (loss) by $58 million. Third quarter 2020 assumption updates include a pre-tax gain of $445 million attributable to the removal of the credit risk adjustment from our fair value scenario calibration to better align with US valuation practices, offset by updates to our mortality and policyholder behavior assumptions to reflect emerging experience.
The net impact of assumption changes in the third quarter of 2019 increased Policy charges and fee income by $3 million, increased Policyholders’ benefits by $875 million, decreased Interest credited to policyholders’ account balances by $13 million, increased Net derivative losses by $578 million and decreased Amortization of DAC by $46 million. This resulted in a decrease in Income (loss) from operations, before income taxes of $1.4 billion and decreased Net income (loss) by $1.1 billion.
First Quarter Update

In the first quarter of 2020, dueDue to the extraordinary economic conditions driven by the COVID-19 pandemic in the first quarter of 2020, the Company updated its interest rate assumption to grade from the current interest rate environment to an ultimate five-year historical average over a 10-year period. As such, the 10-year U.S. Treasury yield grades from the current level to an ultimate 5-year average of 2.25%. The Company determined that no assumption updates were necessary in the second quarter of 2020.
The low interest rate environment and update to the interest rate assumption caused a loss recognition event for the Company’s life interest-sensitive products, as well as to certain run-off business. This loss recognition event caused an acceleration of DAC amortization on the life interest-sensitive products and an increase in the premium deficiency reserve on the run-off business in the first quarter of 2020.
Impact of Assumption Updates
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
There were no assumption changes in the first and second quarters of 2021.
The net impact of the economic assumption update in the first quartersix months of 2020 increased Policywas an increase in policy charges and fee income byof $46 million, increased Policyholders’an increase in policyholders’ benefits byof $1.4 billion, decreased Interesta decrease in interest credited to policyholders’ account balances byof $6 million, and increased Amortizationan increase in amortization of DAC byof $1.1 billion. This resulted in a decrease in Incomeincome (loss) from continuing operations, before income taxes of $2.5 billion and decreased Neta decrease in net income (loss) of $2.0 billion.
Model Changes

There were no material model changes in the first and second quarters of 2021.
In the first quarter of 2020, the Company adopted a new economic scenario generator to calculate the fair value of the GMIB reinsurance contract asset and GMxB derivative features liability, eliminating reliance on AXA Group for scenario production. The new economic scenario generator allows for a tighter calibration of U.S. indices, better reflecting the Company’s actual portfolio. The net impact of the new economic scenario generator resulted in an increase in Incomeincome (loss) from continuing operations, before income taxes of $201 million, and an increase to Net Incomenet income (loss) of $159 million during the first ninesix months of 2020.
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Revision of Prior Period Financial Statements
The Company identified certain errors in its previously issued financial statements primarily related to the calculation of actuarially determined insurance contract assets and liabilities. The impact of these errors to the current and the prior periods consolidated financial statements werewas not considered to be material. In order to improve the consistency and comparability of the financial statements, management revised the consolidated financial statements to include the revisions discussed herein. See Note 16 to the Notes to Consolidated Financial Statements for details of the revisions.

3)    INVESTMENTS
Fixed Maturities Available-for-Sale
Accounting for credit impairments of fixed maturities classified as AFS has changed from a direct write-down, or other-than-temporary impairment (“OTTI”) approach, to an allowance for credit loss model starting in 2020 upon adoption of CECL (see Note 2, Significant Accounting Policies — Investments).
The components of fair value and amortized cost for fixed maturities classified as AFS on the consolidated balance sheets excludes accrued interest receivable because the Company elected to present accrued interest receivable within Otherother assets. Accrued interest receivable on AFS fixed maturities at Septemberas of June 30, 20202021 was $547 million.
$483 million. There was 0 accrued interest written off for AFS fixed maturities for the three and ninesix months ended SeptemberJune 30, 2020.
Comparative tables as of December 31, 2019 include OTTI, reported net of tax in OCI and in AOCI until realized.2021.
The following tables provide information relating to the Company’s fixed maturities classified as AFS.
AFS Fixed Maturities by Classification
Amortized CostAllowance for Credit Losses (4)Gross Unrealized GainsGross Unrealized LossesFair Value Amortized CostAllowance for Credit LossesGross Unrealized GainsGross Unrealized LossesFair Value
 (in millions)  (in millions)
September 30, 2020
June 30, 2021: (6)June 30, 2021: (6)
Fixed Maturities:Fixed Maturities:Fixed Maturities:
Corporate (1)Corporate (1)$51,340 $13 $4,661 $176 $55,812 Corporate (1)$47,789 $25 $3,362 $131 $50,995 
U.S. Treasury, government and agencyU.S. Treasury, government and agency13,160 0 4,308 0 17,468 U.S. Treasury, government and agency14,548 0 1,923 5 16,466 
States and political subdivisionsStates and political subdivisions762 0 116 0 878 States and political subdivisions550 0 86 2 634 
Foreign governmentsForeign governments829 0 82 6 905 Foreign governments907 0 54 9 952 
Residential mortgage-backed (2)Residential mortgage-backed (2)146 0 14 0 160 Residential mortgage-backed (2)108 0 10 0 118 
Asset-backed (3)Asset-backed (3)2,588 0 26 18 2,596 Asset-backed (3)4,880 0 31 2 4,909 
Commercial mortgage-backedCommercial mortgage-backed1,067 0 50 0 1,117 Commercial mortgage-backed1,566 0 36 5 1,597 
Redeemable preferred stock(5)Redeemable preferred stock(5)415 0 31 3 443 Redeemable preferred stock(5)71 0 13 0 84 
Total at September 30, 2020$70,307 $13 $9,288 $203 $79,379 
Total at June 30, 2021Total at June 30, 2021$70,419 $25 $5,515 $154 $75,755 
December 31, 2019 (5)
Fixed Maturities:
Corporate (1)$45,900 $$2,361 $62 $48,199 
U.S. Treasury, government and agency14,410 1,289 305 15,394 
States and political subdivisions638 70 705 
Foreign governments462 35 492 
Residential mortgage-backed (2)178 13 191 
Asset-backed (3)848 849 
Redeemable preferred stock501 17 513 
Total at December 31, 2019$62,937 $$3,789 $383 $66,343 
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

 Amortized CostAllowance for Credit LossesGross Unrealized GainsGross Unrealized LossesFair Value
  (in millions)
December 31, 2020: (4)
Fixed Maturities:
Corporate (1)$53,160 $13 $5,104 $92 $58,159 
U.S. Treasury, government and agency12,675 3,448 16,118 
States and political subdivisions535 100 635 
Foreign governments1,011 98 1,103 
Residential mortgage-backed (2)130 13 143 
Asset-backed (3)3,587 29 3,611 
Commercial mortgage-backed1,148 55 1,203 
Redeemable preferred stock621 48 666 
Total at December 31, 2020$72,867 $13 $8,895 $111 $81,638 
______________
(1)Corporate fixed maturities include both public and private issues.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types and credit tenant loans.types.
20







20

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
(4)Amounts represent the allowance for credit losses for 2020Excludes amounts reclassified as HFS.
(5)Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).
(5)(6)Excludes amounts reclassifiedDecrease in AFS Fixed Maturities as HFS.of June 30, 2021 is primarily due to transferred assets related to the Venerable transaction. For additional information on the Venerable transaction, see Note 1 - Organization of the Notes to Consolidated Financial Statements.
The contractual maturities of AFS fixed maturities at Septemberas of June 30, 20202021 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.
Contractual Maturities of AFS Fixed Maturities
Amortized Cost (Less Allowance for Credit Losses)Fair Value Amortized Cost (Less Allowance for Credit Losses)Fair Value
(in millions) (in millions)
September 30, 2020
June 30, 2021June 30, 2021
Contractual maturities:Contractual maturities:Contractual maturities:
Due in one year or lessDue in one year or less$4,326 $4,362 Due in one year or less$2,172 $2,189 
Due in years two through fiveDue in years two through five15,844 16,772 Due in years two through five17,041 17,912 
Due in years six through tenDue in years six through ten18,836 20,887 Due in years six through ten17,650 19,012 
Due after ten yearsDue after ten years27,072 33,042 Due after ten years26,906 29,934 
SubtotalSubtotal66,078 75,063 Subtotal63,769 69,047 
Residential mortgage-backedResidential mortgage-backed146 160 Residential mortgage-backed108 118 
Asset-backedAsset-backed2,588 2,596 Asset-backed4,880 4,909 
Commercial mortgage-backedCommercial mortgage-backed1,067 1,117 Commercial mortgage-backed1,566 1,597 
Redeemable preferred stockRedeemable preferred stock415 443 Redeemable preferred stock71 84 
Total at September 30, 2020$70,294 $79,379 
Total at June 30, 2021Total at June 30, 2021$70,394 $75,755 

The following table shows proceeds from sales, gross gains (losses) from sales and credit losses for AFS fixed maturities for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Proceeds from Sales, Gross Gains (Losses) from Sales and Credit Losses for AFS Fixed Maturities
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
 (in millions)
Proceeds from sales$1,433 $3,849 $6,200 $6,913 
Gross gains on sales$26 $205 $303 $223 
Gross losses on sales$(5)$(4)$(39)$(29)
Credit losses (1)$0 $$(13)$

______________
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
 (in millions)
Proceeds from sales$9,866 $2,947 $17,075 $4,767 
Gross gains on sales$557 $207 $848 $277 
Gross losses on sales$(38)$(28)$(154)$(34)
Credit losses$(6)$(11)$(12)$(13)
(1) Commencing with the Company’s adoption of ASU 2016-13 on January 1, 2020, credit losses on AFS debt securities were recognized as an allowance for credit losses. Prior to this, credit losses on AFS fixed maturities were recognized as OTTI.

The following table sets forth the amount of credit loss impairments on AFS fixed maturities held by the Company at the dates indicated and the corresponding changes in such amounts.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
AFS Fixed Maturities - Credit Loss Impairments
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
Balance, beginning of periodBalance, beginning of period$32 $25 $21 $58 Balance, beginning of period$38 $23 $32 $21 
Previously recognized impairments on securities that matured, paid, prepaid or soldPreviously recognized impairments on securities that matured, paid, prepaid or sold0 (4)(2)(37)Previously recognized impairments on securities that matured, paid, prepaid or sold(3)(2)(3)(2)
Recognized impairments on securities impaired to fair value this period (1)Recognized impairments on securities impaired to fair value this period (1)0 0 Recognized impairments on securities impaired to fair value this period (1)0 0 
Credit losses recognized this period on securities for which credit losses were not previously recognizedCredit losses recognized this period on securities for which credit losses were not previously recognized(3)7 Credit losses recognized this period on securities for which credit losses were not previously recognized6 8 10 
Additional credit losses this period on securities previously impairedAdditional credit losses this period on securities previously impaired3 6 Additional credit losses this period on securities previously impaired1 5 
Increases due to passage of time on previously recorded credit lossesIncreases due to passage of time on previously recorded credit losses0 0 Increases due to passage of time on previously recorded credit losses0 0 
Accretion of previously recognized impairments due to increases in expected cash flows (for OTTI securities 2019 and prior)Accretion of previously recognized impairments due to increases in expected cash flows (for OTTI securities 2019 and prior)0 0 Accretion of previously recognized impairments due to increases in expected cash flows (for OTTI securities 2019 and prior)0 0 
Balance at September 30,$32 $21 $32 $21 
Balance at June 30,Balance at June 30,$42 $32 $42 $32 
______________
(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.
The tables that follow below present a roll-forward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturities on which a credit loss has been recognized, and all other.

AOCI.
Net Unrealized Gains (Losses) on AFS Fixed Maturities

Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)(in millions)
Balance, July 1, 2020$8,728 $(1,521)$(1,034)$(1,297)$4,876 
Balance, April 1, 2021Balance, April 1, 2021$3,466 $(947)$(307)$(465)$1,747 
Net investment gains (losses) arising during the periodNet investment gains (losses) arising during the period362    362 Net investment gains (losses) arising during the period2,293    2,293 
Reclassification adjustment:Reclassification adjustment:Reclassification adjustment:
Included in Net income (loss)Included in Net income (loss)(21)   (21)Included in Net income (loss)(407)   (407)
Excluded from Net income (loss)Excluded from Net income (loss)0    0 Excluded from Net income (loss)0    0 
OtherOther0    0 
Impact of net unrealized investment gains (losses)Impact of net unrealized investment gains (losses)0 23 (13)(74)(64)Impact of net unrealized investment gains (losses)0 (215)(106)(328)(649)
Net unrealized investment gains (losses) excluding credit losses9,069 (1,498)(1,047)(1,371)5,153 
Net unrealized investment gains (losses) with credit losses3 (1)0 0 2 
Balance, September 30, 2020$9,072 $(1,499)$(1,047)$(1,371)$5,155 
Balance, July 1, 2019$2,929 $(649)$(101)$(481)$1,698 
Net investment gains (losses) arising during the period1,619 — — — 1,619 
Reclassification adjustment:
Included in Net income (loss)(199)— — — (199)
Excluded from Net income (loss)— — — 
Impact of net unrealized investment gains (losses)(374)(121)(150)(645)

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)
Net unrealized investment gains (losses) excluding credit losses4,349 (1,023)(222)(631)2,473 
Net unrealized investment gains (losses) with credit losses (1)
Balance, September 30, 2019$4,349 $(1,023)$(222)$(631)$2,473 
Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)
Net unrealized investment gains (losses) excluding credit losses5,352 (1,162)(413)(793)2,984 
Net unrealized investment gains (losses) with credit losses9 (3)(1)(1)4 
Balance, June 30, 2021$5,361 $(1,165)$(414)$(794)$2,988 
Balance, April 1, 2020$5,306 $(921)$(353)$(847)$3,185 
Net investment gains (losses) arising during the period3,614 — — — 3,614 
Reclassification adjustment:
Included in Net income (loss)(190)— — — (190)
Excluded from Net income (loss)— — — 
Impact of net unrealized investment gains (losses)(600)(682)(450)(1,732)
Net unrealized investment gains (losses) excluding credit losses8,730 (1,521)(1,035)(1,297)4,877 
Net unrealized investment gains (losses) with credit losses(2)(1)
Balance, June 30, 2020$8,728 $(1,521)$(1,034)$(1,297)$4,876 

Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)Net Unrealized Gains (Losses) on InvestmentsDACPolicyholders’ LiabilitiesDeferred Income Tax Asset (Liability)AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
(in millions)
Balance, January 1, 2021Balance, January 1, 2021$8,811 $(1,548)$(1,065)$(1,302)$4,896 
Net investment gains (losses) arising during the periodNet investment gains (losses) arising during the period(2,836)   (2,836)
Reclassification adjustment:Reclassification adjustment:
Included in net income (loss)Included in net income (loss)(582)   (582)
Excluded from net income (loss)Excluded from net income (loss)0    0 
Other (1)Other (1)(33)   (33)
Impact of net unrealized investment gains (losses)Impact of net unrealized investment gains (losses)384 652 508 1,544 
Net unrealized investment gains (losses) excluding credit lossesNet unrealized investment gains (losses) excluding credit losses5,360 (1,164)(413)(794)2,989 
Net unrealized investment gains (losses) with credit lossesNet unrealized investment gains (losses) with credit losses(1)(1)(1)
Balance, June 30, 2021Balance, June 30, 2021$5,361 $(1,165)$(414)$(794)$2,988 
(in millions)
Balance, January 1, 2020Balance, January 1, 2020$3,453 $(894)$(189)$(497)$1,873 Balance, January 1, 2020$3,453 $(894)$(189)$(497)$1,873 
Net investment gains (losses) arising during the periodNet investment gains (losses) arising during the period5,898    5,898 Net investment gains (losses) arising during the period5,536 — — — 5,536 
Reclassification adjustment:Reclassification adjustment:Reclassification adjustment:
Included in Net income (loss)(273)   (273)
Excluded from Net income (loss)0    0 
Included in net income (loss)Included in net income (loss)(252)— — — (252)
Excluded from net income (loss)Excluded from net income (loss)— — — 
Impact of net unrealized investment gains (losses)Impact of net unrealized investment gains (losses)0 (606)(859)(875)(2,340)Impact of net unrealized investment gains (losses)(629)(846)(801)(2,276)
Net unrealized investment gains (losses) excluding credit losses9,078 (1,500)(1,048)(1,372)5,158 
Net unrealized investment gains (losses) with credit losses(6)1 1 1 (3)
Balance, September 30, 2020$9,072 $(1,499)$(1,047)$(1,371)$5,155 
Balance, January 1, 2019$(522)$100 $(88)$104 $(406)
Net investment gains (losses) arising during the period5,075 — — — 5,075 
Reclassification adjustment:
Included in Net income (loss)(204)— — — (204)
Excluded from Net income (loss)— — — 
Impact of net unrealized investment gains (losses)(1,123)(134)(735)(1,992)
Net unrealized investment gains (losses) excluding credit losses4,349 (1,023)(222)(631)2,473 
Net unrealized investment gains (losses) with credit losses (1)
Balance, September 30, 2019$4,349 $(1,023)$(222)$(631)$2,473 
_____________

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Net unrealized investment gains (losses) excluding credit losses8,737 (1,523)(1,035)(1,298)4,881 
Net unrealized investment gains (losses) with credit losses(9)(5)
Balance, June 30, 2020$8,728 $(1,521)$(1,034)$(1,297)$4,876 
______________
(1)Credit losses for 2019 were OTTI losses.Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).
The following tables disclose the fair values and gross unrealized losses of the 7291,086 issues at Septemberas of June 30, 20202021 and the 413565 issues atas of December 31, 20192020 that are not deemed to have credit losses, 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.

23

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

AFS Fixed Maturities in an Unrealized Loss Position for Which No Allowance Is Recorded
Less Than 12 Months12 Months or LongerTotalLess Than 12 Months12 Months or LongerTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in millions)(in millions)
September 30, 2020:
Fixed Maturities:
Corporate$4,247 $121 $369 $50 $4,616 $171 
Foreign governments88 1 31 5 119 6 
Asset-backed1,324 16 74 2 1,398 18 
Redeemable preferred stock59 1 11 2 70 3 
Total at September 30, 2020$5,718 $139 $485 $59 $6,203 $198 
December 31, 2019: (1) (2)
June 30, 2021June 30, 2021
Fixed Maturities:Fixed Maturities:Fixed Maturities:
CorporateCorporate$2,773 $42 $373 $20 $3,146 $62 Corporate$5,873 $112 $310 $16 $6,183 $128 
U.S. Treasury, government and agencyU.S. Treasury, government and agency4,309 305 4,311 305 U.S. Treasury, government and agency681 5 0 0 681 5 
States and political subdivisionsStates and political subdivisions112 112 States and political subdivisions86 2 0 0 86 2 
Foreign governmentsForeign governments11 47 58 Foreign governments222 5 21 4 243 9 
Asset-backedAsset-backed319 201 520 Asset-backed902 2 20 0 922 2 
Commercial mortgage-backedCommercial mortgage-backed402 5 0 0 402 5 
Total at June 30, 2021Total at June 30, 2021$8,166 $131 $351 $20 $8,517 $151 
December 31, 2020: (1)December 31, 2020: (1)
Fixed Maturities:Fixed Maturities:
CorporateCorporate$2,990 $53 $337 $33 $3,327 $86 
U.S. Treasury, government and agencyU.S. Treasury, government and agency885 885 
Foreign governmentsForeign governments153 21 174 
Asset-backedAsset-backed809 76 885 
Redeemable preferred stockRedeemable preferred stock29 49 78 Redeemable preferred stock53 11 64 
Total at December 31, 2019$7,553 $351 $672 $32 $8,225 $383 
Total at December 31, 2020Total at December 31, 2020$4,890 $65 $445 $40 $5,335 $105 
______________
(1)Amounts represents fixed maturities in an unrealized loss position that are not deemed to be OTTI for 2019.
(2)Excludes amounts reclassified as HFS.

The Company’s investments in fixed maturities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of the Company, 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 0.7% of total corporate securities. The largest exposures to a single issuer of corporate securities held at Septemberas of June 30, 20202021 and December 31, 20192020 were $373$344 million and $309$391 million, respectively, representing 2.0%2.6% and 2.1%2.3% of the consolidated equity of the Company.
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”)NAIC designation of 3 (medium investment grade), 4 or 5 (below investment grade) or 6 (in or near default). At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, approximately $2.0$2.7 billion and $1.4$2.5 billion, or 2.9%3.9% and 2.3%3.4%, of the $70.3$70.4 billion and $62.9$72.9 billion aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

These securities had gross unrealized losses of $83$21 million and $21$49 million at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively.
At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, the $59$20 million and $32$40 million of gross unrealized losses of twelve months or more were primarily concentrated in corporate securities, as applicable.securities. In accordance with the policy described in Note 2, the Company concluded that an adjustment to income for OTTI (prior to January 1, 2020) nor an allowance for credit losses (after January 1, 2020) for these securities was not warranted at either SeptemberJune 30, 20202021 or December 31, 2019. At September2020. As of June 30, 20202021 and December 31, 2019,2020, the Company did not intend to sell the securities nor will it likely be required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.
Based on the Company’s evaluation both qualitatively and quantitatively of the drivers of the decline in fair value of fixed maturity securities as of SeptemberJune 30, 2020,2021, the Company determined that the unrealized loss was primarily due

24

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
to increases in credit spreads and changes in credit ratings due to the impact of the COVID-19 pandemic on financial markets and assessments of fundamental risks.ratings.
Mortgage Loans on Real Estate
Accrued interest receivable on commercial and agricultural mortgage loans at Septemberas of June 30, 20202021 was $29$31 million and $32$27 million, respectively. There was 0 accrued interest written off for commercial and agricultural mortgage loans for the three and ninesix months ended SeptemberJune 30, 2020.2021.
At SeptemberAs of June 30, 2020,2021, the Company had 0 loans for which foreclosure was probable included within the individually assessed mortgage loans, and accordingly had 0 associated allowance for credit losses.
Allowance for Credit Losses on Mortgage Loans
The change in the allowance for credit losses for commercial mortgage loans and agricultural mortgage loans during the three months and ninesix months ended SeptemberJune 30, 2021 and 2020 waswere as follows:
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
(in millions)
Allowance for credit losses on mortgage loans (1):
Commercial mortgages:
Balance, beginning of period$62 $33 
Current-period provision for expected credit losses4 33 
Write-offs charged against the allowance0 0 
Recoveries of amounts previously written off0 0 
Net change in allowance$4 $33 
Ending Balance, September 30,$66 $66 
Agricultural mortgages:
Balance, beginning of period$4 $3 
Current-period provision for expected credit losses0 1 
Write-offs charged against the allowance0 0 
Recoveries of amounts previously written off 0 
Net change in allowance$0 $1 
Ending Balance, September 30,$4 $4 
Total allowance for credit losses$70 $70 
_______________
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Allowance for credit losses on mortgage loans:
Commercial mortgages:
Balance, beginning of period$70 $43 $77 $33 
Current-period provision for expected credit losses(11)19 (18)29 
Write-offs charged against the allowance0 0 
Recoveries of amounts previously written off0 0 
Net change in allowance(11)19 (18)29 
Balance, end of period$59 $62 $59 $62 
Agricultural mortgages:
Balance, beginning of period$4 $$4 $
Current-period provision for expected credit losses0 0 
Write-offs charged against the allowance0 0 
Recoveries of amounts previously written off0 0 
Net change in allowance0 0 
Balance, end of period$4 $$4 $
Total allowance for credit losses$63 $66 $63 $66 
(1)See Note 2 for discussion of the allowance of credit losses transition balance, which is included in the Balance, beginning of period.
The change in the allowance for credit losses is attributable to:
increases/decreases in the loan balance due to new originations, maturing mortgages, and loan amortization;
changes in credit quality; and
changes in market assumptions primarily related to COVID-19 driven economic changes.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Credit Quality Information
The following tables summarize the Company’s mortgage loans segregated by risk rating exposure at Septemberas of June 30, 2021 and December 31, 2020.

LTV Ratios (1)
June 30, 2021
Amortized Cost Basis by Origination Year
20212020201920182017PriorTotal
(in millions)
Mortgage loans:
Commercial:
0% - 50%$0 $0 $0 $184 $324 $785 $1,293 
50% - 70%616 1,242 377 619 701 3,536 7,091 
70% - 90%0 320 457 451 176 752 2,156 
90% plus0 0 0 12 5 207 224 
Total commercial$616 $1,562 $834 $1,266 $1,206 $5,280 $10,764 
Agricultural:
0% - 50%$92 $219 $130 $137 $131 $814 $1,523 
50% - 70%151 271 109 145 91 376 1,143 
70% - 90%0 0 0 0 0 17 17 
90% plus0 0 0 0 0 0 0 
Total agricultural$243 $490 $239 $282 $222 $1,207 $2,683 
Total mortgage loans:
0% - 50%$92 $219 $130 $321 $455 $1,599 $2,816 
50% - 70%767 1,513 486 764 792 3,912 8,234 
70% - 90%0 320 457 451 176 769 2,173 
90% plus0 0 0 12 5 207 224 
Total mortgage loans$859 $2,052 $1,073 $1,548 $1,428 $6,487 $13,447 


Debt Service Coverage Ratios (2)
June 30, 2021
Amortized Cost Basis by Origination Year
20212020201920182017PriorTotal
(in millions)
Mortgage loans:
Commercial:
Greater than 2.0x$345 $1,170 $410 $772 $343 $3,087 $6,127 
1.8x to 2.0x131 227 174 117 423 389 1,461 
1.5x to 1.8x0 105 75 187 177 660 1,204 
1.2x to 1.5x0 60 75 102 148 571 956 
1.0x to 1.2x140 0 44 40 0 156 380 
Less than 1.0x0 0 56 48 115 417 636 
Total commercial$616 $1,562 $834 $1,266 $1,206 $5,280 $10,764 
Agricultural:
Greater than 2.0x$31 $67 $25 $22 $33 $232 $410 
1.8x to 2.0x35 38 26 23 14 78 214 

25

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
LTV Ratios (1)
At September 30, 2020
Amortized Cost Basis by Origination Year
20202019201820172016PriorTotal
(in millions)
Mortgage loans:
Commercial:
0% - 50%$0 $0 $0 $324 $187 $650 $1,161 
50% - 70%935 411 885 760 2,432 1,608 7,031 
70% - 90%90 394 368 115 153 574 1,694 
90% plus0 0 12 5 0 216 233 
Total commercial$1,025 $805 $1,265 $1,204 $2,772 $3,048 $10,119 
Agricultural:
0% - 50%$181 $137 $168 $161 $232 $679 $1,558 
50% - 70%253 131 172 110 136 372 1,174 
70% - 90%0 0 3 0 0 18 21 
90% plus0 0 0 0 0 0 0 
Total agricultural$434 $268 $343 $271 $368 $1,069 $2,753 
Total mortgage loans:
0% - 50%$181 $137 $168 $485 $419 $1,329 $2,719 
50% - 70%1,188 542 1,057 870 2,568 1,980 8,205 
70% - 90%90 394 371 115 153 592 1,715 
90% plus0 0 12 5 0 216 233 
Total mortgage loans$1,459 $1,073 $1,608 $1,475 $3,140 $4,117 $12,872 


26

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Debt Service Coverage Ratios (2)
At September 30, 2020
Amortized Cost Basis by Origination Year
20202019201820172016PriorTotal
(in millions)
Mortgage loans:
Commercial:
Greater than 2.0x$749 $492 $772 $268 $2,053 $1,268 $5,602 
1.8x to 2.0x227 77 118 378 184 524 1,508 
1.5x to 1.8x49 138 186 480 437 569 1,859 
1.2x to 1.5x0 56 154 78 97 533 918 
1.0x to 1.2x0 42 35 0 1 82 160 
Less than 1.0x0 0 0 0 0 72 72 
Total commercial$1,025 $805 $1,265 $1,204 $2,772 $3,048 $10,119 
Agricultural
Greater than 2.0x$52 $27 $39 $38 $73 $158 $387 
1.8x to 2.0x33 36 14 15 21 90 209 
1.5x to 1.8x1.5x to 1.8x103 38 45 41 52 212 491 1.5x to 1.8x42 114 30 29 40 206 461 
1.2x to 1.5x1.2x to 1.5x165 118 146 105 147 327 1,008 1.2x to 1.5x95 182 117 124 78 397 993 
1.0x to 1.2x1.0x to 1.2x77 39 91 71 57 265 600 1.0x to 1.2x40 85 32 79 56 256 548 
Less than 1.0xLess than 1.0x4 10 8 1 18 17 58 Less than 1.0x0 4 9 5 1 38 57 
Total agriculturalTotal agricultural$434 $268 $343 $271 $368 $1,069 $2,753 Total agricultural$243 $490 $239 $282 $222 $1,207 $2,683 
Total mortgage loans
Total mortgage loans:Total mortgage loans:
Greater than 2.0xGreater than 2.0x$801 $519 $811 $306 $2,126 $1,426 $5,989 Greater than 2.0x$376 $1,237 $435 $794 $376 $3,319 $6,537 
1.8x to 2.0x1.8x to 2.0x260 113 132 393 205 614 1,717 1.8x to 2.0x166 265 200 140 437 467 1,675 
1.5x to 1.8x1.5x to 1.8x152 176 231 521 489 781 2,350 1.5x to 1.8x42 219 105 216 217 866 1,665 
1.2x to 1.5x1.2x to 1.5x165 174 300 183 244 860 1,926 1.2x to 1.5x95 242 192 226 226 968 1,949 
1.0x to 1.2x1.0x to 1.2x77 81 126 71 58 347 760 1.0x to 1.2x180 85 76 119 56 412 928 
Less than 1.0xLess than 1.0x4 10 8 1 18 89 130 Less than 1.0x0 4 65 53 116 455 693 
Total mortgage loansTotal mortgage loans$1,459 $1,073 $1,608 $1,475 $3,140 $4,117 $12,872 Total mortgage loans$859 $2,052 $1,073 $1,548 $1,428 $6,487 $13,447 
______________
(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
LTV Ratios (1)
December 31, 2020
Amortized Cost Basis by Origination Year
20202019201820172016PriorTotal
(in millions)
Mortgage loans:
Commercial:
0% - 50%$$$$324 $187 $505 $1,016 
50% - 70%1,294 357 803 656 2,190 1,697 6,997 
70% - 90%321 457 452 219 203 538 2,190 
90% plus12 288 305 
Total commercial$1,615 $814 $1,267 $1,204 $2,580 $3,028 $10,508 
Agricultural:
0% - 50%$218 $135 $169 $157 $236 $652 $1,567 
50% - 70%277 129 161 102 124 351 1,144 
70% - 90%18 21 
90% plus
Total agricultural$495 $264 $333 $259 $360 $1,021 $2,732 
Total mortgage loans:
0% - 50%$218 $135 $169 $481 $423 $1,157 $2,583 
50% - 70%1,571 486 964 758 2,314 2,048 8,141 
70% - 90%321 457 455 219 203 556 2,211 
90% plus12 288 305 
Total mortgage loans$2,110 $1,078 $1,600 $1,463 $2,940 $4,049 $13,240 



Debt Service Coverage Ratios (2)
December 31, 2020
Amortized Cost Basis by Origination Year

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

20202019201820172016PriorTotal
(in millions)
Mortgage loans:
Commercial:
Greater than 2.0x$1,230 $492 $772 $268 $1,959 $1,230 $5,951 
1.8x to 2.0x227 83 118 378 184 329 1,319 
1.5x to 1.8x98 138 187 479 437 616 1,955 
1.2x to 1.5x60 57 154 79 658 1,008 
1.0x to 1.2x44 123 167 
Less than 1.0x36 72 108 
Total commercial$1,615 $814 $1,267 $1,204 $2,580 $3,028 $10,508 
Agricultural:
Greater than 2.0x$67 $26 $36 $38 $71 $167 $405 
1.8x to 2.0x38 35 14 15 20 82 204 
1.5x to 1.8x117 38 41 45 52 209 502 
1.2x to 1.5x183 120 141 90 142 313 989 
1.0x to 1.2x86 35 93 70 57 233 574 
Less than 1.0x10 18 17 58 
Total agricultural$495 $264 $333 $259 $360 $1,021 $2,732 
Total mortgage loans:
Greater than 2.0x$1,297 $518 $808 $306 $2,030 $1,397 $6,356 
1.8x to 2.0x265 118 132 393 204 411 1,523 
1.5x to 1.8x215 176 228 524 489 825 2,457 
1.2x to 1.5x243 177 295 169 142 971 1,997 
1.0x to 1.2x86 79 93 70 57 356 741 
Less than 1.0x10 44 18 89 166 
Total mortgage loans$2,110 $1,078 $1,600 $1,463 $2,940 $4,049 $13,240 
______________
(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
The following tables provide information relating to the LTV and DSC ratios for commercial and agricultural mortgage loans at Septemberas of June 30, 20202021 and December 31, 2019.2020. 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 LTV and DSC Ratios
DSC Ratio (2) (3) DSC Ratio (2) (3)
LTV Ratio (1) (3):Greater than 2.0x1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
LTV Ratio: (1) (3)LTV Ratio: (1) (3)Greater than 2.0x1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
(in millions) (in millions)
September 30, 2020:
June 30, 2021:June 30, 2021:
Mortgage loans:Mortgage loans:Mortgage loans:
Commercial:Commercial:Commercial:
0% - 50%0% - 50%$952 $0 $185 $24 $0 $0 $1,161 0% - 50%$976 $0 $277 $0 $40 $0 $1,293 
50% - 70%50% - 70%3,992 1,160 1,342 511 26 0 7,031 50% - 70%4,356 1,026 726 585 197 201 7,091 
70% - 90%70% - 90%795 435 201 311 143 271 2,156 
90% plus90% plus0 0 0 60 0 164 224 
Total commercialTotal commercial$6,127 $1,461 $1,204 $956 $380 $636 $10,764 

27

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

DSC Ratio (2) (3) DSC Ratio (2) (3)
LTV Ratio (1) (3):Greater than 2.0x1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
LTV Ratio: (1) (3)LTV Ratio: (1) (3)Greater than 2.0x1.8x to
2.0x
1.5x to
1.8x
1.2x to
1.5x
1.0x to
1.2x
Less than
1.0x
Total
(in millions) (in millions)
70% - 90%574 348 332 306 134 0 1,694 
90% plus84 0 0 77 0 72 233 
Total commercial$5,602 $1,508 $1,859 $918 $160 $72 $10,119 
Agricultural:Agricultural:Agricultural:
0% - 50%0% - 50%$283 $107 $271 $529 $335 $33 $1,558 0% - 50%$300 $98 $289 $505 $303 $28 $1,523 
50% - 70%50% - 70%104 100 220 460 265 25 1,174 50% - 70%110 114 172 488 245 14 1,143 
70% - 90%70% - 90%0 2 0 19 0 0 21 70% - 90%0 2 0 0 0 15 17 
90% plus90% plus0 0 0 0 0 0 0 90% plus0 0 0 0 0 0 0 
Total agriculturalTotal agricultural$387 $209 $491 $1,008 $600 $58 $2,753 Total agricultural$410 $214 $461 $993 $548 $57 $2,683 
Total mortgage loans:Total mortgage loans:Total mortgage loans:
0% - 50%0% - 50%$1,235 $107 $456 $553 $335 $33 $2,719 0% - 50%$1,276 $98 $566 $505 $343 $28 $2,816 
50% - 70%50% - 70%4,096 1,260 1,562 971 291 25 8,205 50% - 70%4,466 1,140 898 1,073 442 215 8,234 
70% - 90%70% - 90%574 350 332 325 134 0 1,715 70% - 90%795 437 201 311 143 286 2,173 
90% plus90% plus84 0 0 77 0 72 233 90% plus0 0 0 60 0 164 224 
Total mortgage loansTotal mortgage loans$5,989 $1,717 $2,350 $1,926 $760 $130 $12,872 Total mortgage loans$6,537 $1,675 $1,665 $1,949 $928 $693 $13,447 
December 31, 2019:
December 31, 2020:December 31, 2020:
Mortgage loans:Mortgage loans:Mortgage loans:
Commercial:Commercial:Commercial:
0% - 50%0% - 50%$903 $38 $214 $25 $$$1,180 0% - 50%$856 $$160 $$$$1,016 
50% - 70%50% - 70%4,097 1,195 1,118 795 242 7,447 50% - 70%4,095 870 1,452 555 25 6,997 
70% - 90%70% - 90%251 98 214 154 46 763 70% - 90%844 449 343 376 142 36 2,190 
90% plus90% plus90% plus156 77 72 305 
Total commercialTotal commercial$5,251 $1,331 $1,546 $974 $288 $$9,390 Total commercial$5,951 $1,319 $1,955 $1,008 $167 $108 $10,508 
Agricultural:Agricultural:Agricultural:
0% - 50%0% - 50%$322 $104 $241 $545 $321 $50 $1,583 0% - 50%$297 $108 $291 $520 $317 $34 $1,567 
50% - 70%50% - 70%82 87 236 426 251 33 1,115 50% - 70%108 94 211 450 257 24 1,144 
70% - 90%70% - 90%19 19 70% - 90%19 21 
90% plus90% plus90% plus
Total agriculturalTotal agricultural$404 $191 $477 $990 $572 $83 $2,717 Total agricultural$405 $204 $502 $989 $574 $58 $2,732 
Total mortgage loans:Total mortgage loans:Total mortgage loans:
0% - 50%0% - 50%$1,225 $142 $455 $570 $321 $50 $2,763 0% - 50%$1,153 $108 $451 $520 $317 $34 $2,583 
50% - 70%50% - 70%4,179 1,282 1,354 1,221 493 33 8,562 50% - 70%4,203 964 1,663 1,005 282 24 8,141 
70% - 90%70% - 90%251 98 214 173 46 782 70% - 90%844 451 343 395 142 36 2,211 
90% plus90% plus90% plus156 77 72 305 
Total mortgage loansTotal mortgage loans$5,655 $1,522 $2,023 $1,964 $860 $83 $12,107 Total mortgage loans$6,356 $1,523 $2,457 $1,997 $741 $166 $13,240 
______________
(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
(3)Amounts presented at amortized cost basis.

28

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Past-Due and Nonaccrual Mortgage Loan Status
The following table provides information relating to the aging analysis of past-due mortgage loans at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively.

28

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Age Analysis of Past Due Mortgage Loans (1)
Accruing LoansNon-accruing LoansTotal LoansNon-accruing Loans with No AllowanceInterest Income on Non-accruing Loans (2)Accruing LoansNon-accruing LoansTotal LoansNon-accruing Loans with No AllowanceInterest Income on Non-accruing Loans
Past DueCurrentTotalPast DueCurrentTotal
30-59 Days60-89 Days90 Days or MoreTotal30-59 Days60-89 Days90 Days or MoreTotal
(in millions)(in millions)
September 30, 2020:
June 30, 2021:June 30, 2021:
Mortgage loans:Mortgage loans:Mortgage loans:
CommercialCommercial$0 $0 $0 $0 $10,119 $10,119 $0 $10,119 $0 $0 Commercial$0 $0 $0 $0 $10,764 $10,764 $0 $10,764 $0 $0 
AgriculturalAgricultural24 6 135 165 2,588 2,753 0 2,753 0 0 Agricultural6 0 74 80 2,603 2,683 0 2,683 0 0 
TotalTotal$24 $6 $135 $165 $12,707 $12,872 $0 $12,872 $0 $0 Total$6 $0 $74 $80 $13,367 $13,447 $0 $13,447 $0 $0 
December 31, 2019:
December 31, 2020:December 31, 2020:
Mortgage loans:Mortgage loans:Mortgage loans:
CommercialCommercial$$$$$9,390 $9,390 $$9,390 $$Commercial$162 $$$162 $10,346 $10,508 $$10,508 $$
AgriculturalAgricultural57 66 124 2,593 2,717 2,717 Agricultural76 29 112 2,620 2,732 2,732 
TotalTotal$57 $$66 $124 $11,983 $12,107 $$12,107 $$Total$238 $$29 $274 $12,966 $13,240 $$13,240 $$
_______________
(1)Amounts presented at amortized cost basis.
(2) Amounts for 2020 represent results for both the three and nine months ended SeptemberAs of June 30, 2020.
At September 30, 20202021 and December 31, 2019,2020, the carrying values of problem mortgage loans that had been classified as non-accrual loans were $0 million and $0 million, respectively.
Troubled Debt Restructuring
ForDuring the ninethree and six months ended SeptemberJune 30, 2020 ,2021, the Company had 1 commercialnew privately negotiated fixed maturity TDR with a pre-modification cost basis of $9 million and post-modification carrying value of $5 million. This TDR did not have subsequent payment defaults nor additional commitments to lend. The 1 privately negotiated fixed maturity TDR is .0.005% of the Company’s total invested assets. There were no mortgage loan on real estate accounted for as a TDR with a pre-modification cost basis of $75 millionduring three and post-modification carrying value of $75 million. The 1 commercial mortgage loan TDR is 0.07% of the Company’s total invested assets. For the ninesix months ended SeptemberJune 30, 2021.
During the three and six months ended June 30, 2020, the Company had 64 new privately negotiated fixed maturity TDRs with a pre-modification cost basis of $50$42 million and post-modification carrying value of $44$37 million. These TDRs did not have subsequent payment defaults nor additional commitments to lend. The 64 privately negotiated fixed maturity TDRs awerree 0.04% of the Company’s total invested assets. There were no mortgage loan on real estate or fixed maturities accounted for as a TDR during 2019.three and six months ended June 30, 2020.
Equity Securities
The table below presents a breakdown of unrealized and realized gains and (losses) on equity securities during the three and six months ended June 30, 2021.
Unrealized and Realized Gains (Losses) from Equity Securities (1)
Three Months Ended June 30,Six Months Ended June 30,
20212021
(in millions)(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period$21 $40 
Net investment gains (losses) recognized on equity securities sold during the period10 4 
Unrealized and realized gains (losses) on equity securities$31 $44 
______________
(1)Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).

29

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Trading Securities
At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, the fair value of the Company’s trading securities was $6.2$1.0 billion and $7.0$5.6 billion. At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, trading securities included the General Account’s investment in Separate Accounts which had carrying values of $38$44 million and $58$44 million.
The table below shows a breakdown of Netnet investment income (loss) from trading securities during the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
Net Investment Income (Loss) from Trading Securities
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period$(176)$287 $(246)$101 
Net investment gains (losses) recognized on securities sold during the period184 25 213 29 
Unrealized and realized gains (losses) on trading securities8 312 (33)130 
Interest and dividend income from trading securities43 48 81 99 
Net investment income (loss) from trading securities$51 $360 $48 $229 

Fixed maturities, at fair value using the fair value option
The table below shows a breakdown of net investment income (loss) from fixed maturities, at fair value using the fair value option during the three and six months ended June 30, 2021.
Net Investment Income (Loss) from Fixed Maturities, at Fair Value using the Fair Value Option
Three Months Ended June 30,Six Months Ended June 30,
20212021
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period$(2)$(2)
Net investment gains (losses) recognized on securities sold during the period1 2 
Unrealized and realized gains (losses) from fixed maturities(1)— 
Interest and dividend income from fixed maturities9 10 
Net investment income (loss) from fixed maturities$8 $10 


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Net Investment Income (Loss) from Trading Securities
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period$(13)$15 $88 $492 
Net investment gains (losses) recognized on securities sold during the period16 14 45 (7)
Unrealized and realized gains (losses) on trading securities3 29 133 485 
Interest and dividend income from trading securities60 62 159 227 
Net investment income (loss) from trading securities$63 $91 $292 $712 

4)     DERIVATIVES
The Company uses derivatives as part of its overall 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 applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting, with the exception of Treasury Inflation-Protected Securities (“TIPS”),TIPS, which is discussed further below. 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, fund performance, 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, bond and bond-index total return swaps, swaptions, variance swaps and equity options, credit and foreign exchange derivatives, as well as bond and repo transactions to support the hedging. The derivative contracts are collectively managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets. In addition, as part of its hedging strategy, the Company targets an asset level for all variable annuity products at or above a CTE98 level under most economic scenarios (Conditional Tail Expectation, or “CTE”,(CTE is a statistical measure of tail risk which quantifies the total asset requirement to sustain a loss if an event outside a given probability level has occurred. CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.)
Derivatives Utilized to Hedge Exposure to Variable Annuities with Guarantee Features
The Company has issued and continues to offer variable annuity products with GMxB 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, 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 products that have a GMxB derivative features liability is that under-performance of the financial markets could result in the GMxB derivative features’ benefits being higher than what accumulated policyholders’ account balances would support.
For GMxB features, the Company retains certain risks including basis, credit spread and some volatility risk and risk associated with actual experience versus expected actuarial assumptions for mortality, lapse and surrender, withdrawal and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, the Company is party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. The Company has also purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company. The reinsurance of the GMIB features is accounted for as a derivative. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by EFLIC between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees. As this contract provides full risk transfer, the benefits of this treaty are accounted for in the same manner as the underlying gross reserves and therefore the Amounts Due from Reinsurers related to the GMIB with NLG are accounted for as an embedded derivative.
The Company has in place an economic hedge program using interest rate swaps and U.S. Treasury futures to partially protect the overall profitability of future variable annuity sales against declining interest rates.
Derivatives Utilized to Hedge Crediting Rate Exposure on SCS, SIO, MSO and IUL Products/Investment Options
The Company hedges crediting rates in the Structured Capital Strategies (“SCS”)SCS variable annuity, Structured Investment OptionSIO in the EQUI-VEST variable annuity series, (“SIO”), Market Stabilizer Option (“MSO”)MSO in the variable life insurance products and Indexed Universal Life (“IUL”)IUL insurance products. These products permit the contract owner to participate in the performance of an index, Exchange Traded Funds (“ETF”)ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which the Company will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

In order to support the returns associated with these features, the Company enters into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers, thereby substantially reducing any exposure to market-related earnings volatility.
Derivatives Used to Hedge Equity Market Risks Associated with the General Account’s Seed Money Investments in Retail Mutual Funds
The Company’s General Account seed money investments in retail mutual funds expose us to market risk, including equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.
Derivatives Used to Hedge Universal Life Products with Secondary Guarantee (“ULSG”)ULSG Policy
The Company implemented a hedge program using fixed income total return swaps to mitigate the interest rate exposure in the ULSG policy statutory liability.
Derivatives Used for General Account Investment Portfolio
The Company maintains a strategy in its General Account investment portfolio to replicate the credit exposure of fixed maturity securities otherwise permissible for investment under its investment guidelines through the sale of credit default swaps (“CDS”).CDS. 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 generally 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 Netnet derivative gains (losses).
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 generally transacts the sale of CDS 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’sits 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. The Company purchased CDS to mitigate its exposure to a reference entity through cash positions. These positions do not replicate credit spreads.
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 CDS.the CDS that it sold. The maximum potential amount of future payments the Company could be required to make under thesethe credit derivatives sold is limited to the par value of the referenced securities which is the dollar or euro-equivalent of the derivative’s notional amount. The Standard North American CDS Contract (“SNAC”) or Standard European Corporate Contract (“STEC”) under which the Company executes these CDS sales transactions does not contain recourse provisions for recovery of amounts paid under the credit derivative.
The Company purchased 30-year TIPS and other sovereign bonds, both inflation linked and non-inflation linked, as General Account investments and enters into asset or cross-currency basis swaps, to result in payment of the given

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
bond’s coupons and principal at maturity in the bond’s specified currency to the swap counterparty in return for fixed dollar amounts. These swaps, when considered in combination with the bonds, together result in a net position that is intended to replicate a dollar-denominated fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond.
Derivatives Utilized to Hedge Exposure to Foreign Currency Denominated Cash Flows
The Company purchases private placement debt securities and issues funding agreements in the FABN program in currencies other than its functional US dollar currency. The Company enters into cross currency swaps with external counterparties to hedge the exposure of the foreign currency denominated cash flows of these instruments. The foreign currency received from or paid to the cross currency swap counterparty is exchanged for fixed US dollar amounts with improved net investment yields or net product costs over equivalent US dollar denominated instruments issued at that time. The transactions are accounted for as cash flow hedges when they are designated in hedging relationships and qualify for hedge accounting. The first cross currency swap hedges were designated and applied hedge accounting during the quarter ended June 30, 2021.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

These cross currency swaps are for the period the foreign currency denominated private placement debt securities and funding agreement are outstanding, with the longest cross currency swap expiring in 2033. Since designation and qualification as cash flow hedges, cross currency swap interest accruals are recognized in Net investment income and in Interest credited to policyholders’ account balances. Other changes in fair value of $18 million losses were deferred in OCI, $17 million loss were released from AOCI to increase Interest credited to policyholders’ account balances offsetting the foreign currency gain recognized on the foreign currency denominated funding agreements. The Company does not have an estimate of the amount of the deferred losses of $2 million in AOCI at June 30, 2021 for the cross currency swaps which will be released and reclassified into Net income (loss) over the next 12 months.
The tables below present quantitative disclosures about the Company’s derivative instruments which have not been designated in hedging relationships, including those embedded in other contracts required to be accounted for as derivative instruments.
Derivative Instruments by Category
At September 30, 2020Nine Months Ended September 30, 2020
  Fair Value
  Notional Amount Derivative Assets Derivative LiabilitiesNet Derivative Gains (Losses) (2)
(in millions)
Derivative instruments:
Freestanding derivatives (1):
Equity contracts:
Futures$4,480 $0 $0 $(401)
Swaps20,718 28 18 (604)
Options31,750 5,557 2,800 (481)
Interest rate contracts:
Swaps24,024 1,699 341 3,587 
Futures19,922 0 0 2,051 
Swaptions0 0 0 9 
Credit contracts:
Credit default swaps1,534 24 18 2 
Other freestanding contracts:
Foreign currency contracts416 8 8 (3)
Margin0 69 125 0 
Collateral0 14 4,965 0 
Embedded derivatives:
GMIB reinsurance contracts (3)0 2,818 0 737 
GMxB derivative features liability (4)0 0 12,204 (3,421)
SCS, SIO, MSO and IUL indexed features (5)0 0 2,606 414 
Total derivative instruments$102,844 $10,217 $23,085 
Net derivative gains (losses)$1,890 
______________
(1)Reported in Other invested assets in the consolidated balance sheets.
(2)Reported in Net derivative gains (losses) in the consolidated statements of income (loss).
(3)Reported in GMIB reinsurance contract asset in the consolidated balance sheets.
(4)Reported in Future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(5)Reported in Policyholders’ account balances in the consolidated balance sheets.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Derivative Instruments by Category
At December 31, 2019Nine Months Ended September 30, 2019June 30, 2021Six Months Ended June 30, 2021
 Fair Value  Fair Value
 Notional AmountDerivative AssetsDerivative
Liabilities
Net Derivative
Gains (Losses) (2)
 Notional Amount Derivative Assets Derivative LiabilitiesNet Derivative Gains (Losses) (2)
(in millions)(in millions)
Derivative instruments:Derivative instruments:Derivative instruments:
Freestanding derivatives (1):Freestanding derivatives (1):Freestanding derivatives (1):
Equity contracts:Equity contracts:Equity contracts:
Futures(7)Futures(7)$4,257 $$$(990)Futures(7)$3,308 $0 $1 $(449)
Swaps(7)Swaps(7)17,156 281 (1,279)Swaps(7)13,355 4 1 (2,610)
OptionsOptions47,861 5,098 1,752 1,255 Options54,330 11,015 4,610 2,346 
Interest rate contracts:Interest rate contracts:Interest rate contracts:
Swaps23,793 468 526 2,843 
Swaps (7) (8)Swaps (7) (8)6,306 75 575 (2,470)
Futures(7)Futures(7)20,901 188 Futures(7)9,579 0 0 (798)
SwaptionsSwaptions3,201 16 146 Swaptions0 0 0 0 
Credit contracts:Credit contracts:Credit contracts:
Credit default swapsCredit default swaps1,400 21 Credit default swaps887 12 10 (1)
Other freestanding contracts:Other freestanding contracts:Other freestanding contracts:
Foreign currency contractsForeign currency contracts559 12 (11)Foreign currency contracts1,354 11 27 1 
MarginMargin155 Margin0 64 0 0 
CollateralCollateral74 3,016 Collateral0 145 5,876 0 
Embedded derivatives:Embedded derivatives:Embedded derivatives:
Amounts due from reinsurers (9)Amounts due from reinsurers (9)0 5,510 0 242 
GMIB reinsurance contracts (3)GMIB reinsurance contracts (3)2,139 740 GMIB reinsurance contracts (3)0 2,026 0 (458)
GMxB derivative features liability (4)8,502 (3,677)
GMxB derivative features liability (4) (6)GMxB derivative features liability (4) (6)0 0 8,455 2,735 
SCS, SIO, MSO and IUL indexed features (5)SCS, SIO, MSO and IUL indexed features (5)3,268 (1,547)SCS, SIO, MSO and IUL indexed features (5)0 0 6,089 (2,328)
Total derivative instrumentsTotal derivative instruments$119,128 $7,993 $17,361 Total derivative instruments$89,119 $18,862 $25,644 
Net derivative gains (losses)Net derivative gains (losses)$(2,323)Net derivative gains (losses)$(3,790)
______________
(1)Reported in Otherother invested assets in the consolidated balance sheets.
(2)Reported in Netnet derivative gains (losses) in the consolidated statements of income (loss).
(3)Reported in GMIB reinsurance contract asset in the consolidated balance sheets.
(4)Reported in Futurefuture policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(5)Reported in Policyholders’policyholders’ account balances in the consolidated balance sheets.
(6)Excludes a $45 million settlement fee on CS Life reinsurance contract.
(7)Decrease in futures and swaps notional as of June 30, 2021 is primarily due to Venerable transaction (see Note 1 Organization).
(8)Includes the balance and results of the swaps used to hedge TIPS bonds.
(9)Represents GMIB NLG ceded related to the Venerable transaction.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Derivative Instruments by Category
December 31, 2020Six Months Ended June 30, 2020
  Fair Value
  Notional AmountDerivative AssetsDerivative
Liabilities
Net Derivative
Gains (Losses) (2)
(in millions)
Derivative instruments:
Freestanding derivatives (1):
Equity contracts:
Futures$4,881 $$$(193)
Swaps22,456 959 
Options35,848 8,396 3,726 (1,390)
Interest rate contracts:
Swaps (7)23,834 553 656 3,658 
Futures18,571 2,067 
Swaptions
Credit contracts:
Credit default swaps1,087 19 14 
Other freestanding contracts:
Foreign currency contracts411 (2)
Margin49 66 
Collateral212 3,839 
Embedded derivatives:
GMIB reinsurance contracts (3)2,488 839 
GMxB derivative features liability (4) (6)11,131 (4,000)
SCS, SIO, MSO and IUL indexed features (5)4,509 1,414 
Total derivative instruments$107,088 $11,732 $23,954 
Net derivative gains (losses)$3,362 
______________
(1)Reported in other invested assets in the consolidated balance sheets.
(2)Reported in net derivative gains (losses) in the consolidated statements of income (loss).
(3)Reported in GMIB reinsurance contract asset in the consolidated balance sheets.
(4)Reported in future policy benefits and other policyholders’ liabilities in the consolidated balance sheets.
(5)Reported in policyholders’ account balances in the consolidated balance sheets.
(6)Includes amounts reclassified as HFS.
(7)Includes the balance and results of the swaps used to hedge TIPS bonds.

Equity-Based and Treasury Futures Contracts Margin
All outstanding equity-based and treasury futures contracts at Septemberas of June 30, 20202021 and December 31, 20192020 are exchange-traded and net settled daily in cash. At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, the Company had open exchange-traded futures positions on: (i) the S&P 500, Nasdaq, Russell 2000 and Emerging Market indices, having initial margin requirements of $381$155 million and $252$307 million, (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, having initial margin requirements of $315$54 million and $166$264 million, and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200 and European, Australasia, and Far East (“EAFE”)EAFE indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, Australian dollar/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $40$16 million and $60$35 million.
Collateral Arrangements
The Company generally has executed a Credit Support Annex (“CSA”)CSA under the International Swaps and Derivatives AssociationISDA Master Agreement (“ISDA Master Agreement”) it maintains with each of its over-the-counter (“OTC”)OTC derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

securities, such as U.S. Treasury securities, U.S. government and government agency securities and investment grade corporate bonds. The Company nets the fair value of all derivative financial instruments with counterparties for which

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
an ISDA Master Agreement and related CSA have been executed. At SeptemberAs of June 30, 20202021 and December 31, 2019,2020, respectively, the Company held $5.0$5.9 billion and $3.0$3.8 billion in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. The unrestricted cash collateral is reported in Otherother invested assets. The Company posted collateral of $14$0.1 billion and $212 million and $74 million at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively, in the normal operation of its collateral arrangements.
The following tabletables presents information about the Company’s offsetting of financial assets and liabilities and derivative instruments at Septemberas of June 30, 2021 and December 31, 2020:
Offsetting of Financial Assets and Liabilities and Derivative Instruments
At September
As of June 30, 20202021
Gross Amount RecognizedGross Amount Offset in the Balance SheetsNet Amount Presented in the Balance SheetsGross Amount not Offset in the Balance Sheets (3)Net AmountGross Amount RecognizedGross Amount Offset in the Balance SheetsNet Amount Presented in the Balance SheetsGross Amount not Offset in the Balance Sheets (3)Net Amount
(in millions)(in millions)
Assets:Assets:Assets:
Derivative assets (1)Derivative assets (1)$7,398 $7,282 $116 $(54)$62 Derivative assets (1)$11,326 $10,226 $1,100 $(823)$277 
Other financial assetsOther financial assets1,686 0 1,686 0 1,686 Other financial assets1,638 0 1,638 0 1,638 
Other invested assetsOther invested assets$9,084 $7,282 $1,802 $(54)$1,748 Other invested assets$12,964 $10,226 $2,738 $(823)$1,915 
Liabilities:Liabilities:Liabilities:
Derivative liabilities (2)Derivative liabilities (2)$8,222 $7,282 $940 $0 $940 Derivative liabilities (2)$10,277 $10,226 $51 $0 $51 
Other financial liabilitiesOther financial liabilities3,924 0 3,924 0 3,924 Other financial liabilities4,388 0 4,388 0 4,388 
Other liabilitiesOther liabilities$12,146 $7,282 $4,864 $0 $4,864 Other liabilities$14,665 $10,226 $4,439 $0 $4,439 
______________
(1)Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)Financial instruments sent (held).
The following table presents information about the Company’s offsettingAs of financial assets and liabilities and derivative instruments at December 31, 2019:2020
Offsetting of Financial Assets and Liabilities and Derivative Instruments
At December 31, 2019
Gross Amount RecognizedGross Amount Offset in the Balance SheetsNet Amount Presented in the Balance SheetsGross Amount not Offset in the Balance Sheets (3)Net AmountGross Amount RecognizedGross Amount Offset in the Balance SheetsNet Amount Presented in the Balance SheetsGross Amount not Offset in the Balance Sheets (3)Net Amount
(in millions)(in millions)
Assets:Assets:Assets:
Derivative assets (1)Derivative assets (1)$5,852 $5,466 $386 $(77)$309 Derivative assets (1)$9,244 $8,249 $995 $(53)$942 
Other financial instrumentsOther financial instruments2,394 2,394 2,394 Other financial instruments1,733 1,733 1,733 
Other invested assetsOther invested assets$8,246 $5,466 $2,780 $(77)$2,703 Other invested assets$10,977 $8,249 $2,728 $(53)$2,675 
Liabilities:Liabilities:Liabilities:
Derivative liabilities (2)Derivative liabilities (2)$5,512 $5,466 $46 $$46 Derivative liabilities (2)$8,261 $8,249 $12 $$12 
Other financial liabilitiesOther financial liabilities3,924 3,924 3,924 Other financial liabilities3,674 3,674 3,674 
Other liabilitiesOther liabilities$9,436 $5,466 $3,970 $$3,970 Other liabilities$11,935 $8,249 $3,686 $$3,686 
______________
(1)Excludes Investment Management and Research segment’s derivative assets of consolidated VIEs/VOEs.
(2)Excludes Investment Management and Research segment’s derivative liabilities of consolidated VIEs/VOEs.
(3)Financial instruments sent (held).

5)    GOODWILL
Goodwill represents the excess of purchase price over the estimated fair value of identifiable net assets acquired in a business combination. The Company tests goodwill for recoverability each annual reporting period at December 31CLOSED BLOCK

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Notes to Consolidated Financial Statements (Unaudited), Continued

and at interim periods if facts or circumstances are indicative of potential impairment. See Note 2 for information on the Company’s change in fair value measurement methodology for testing goodwill impairment.
The carrying value of goodwill from the Company’s Investment Management and Research reporting unit totaled $4.6 billion at both September 30, 2020 and December 31, 2019, resulting primarily from its investment in AB as well as direct strategic acquisitions of AB, including its purchase of Sanford C. Bernstein, Inc.
For purpose of testing this goodwill for impairment, the Company has historically applied a discounted cash flow valuation technique to measure the fair value of the reporting unit, sourcing the underlying cash flows and assumptions from AB’s current business plan projections and adjusting the result to reflect the noncontrolling interest in AB as well as incremental taxes at the Company level as related to the form and structure of its investment in AB. During the first quarter of 2020, the unit price of AB declined significantly in response to the precipitous decline in the financial markets. As such, the Company performed an interim impairment evaluation of goodwill utilizing the discounted cash flow valuation technique and considered the results along with a number of other factors (including current market conditions) and determined that the fair value of the reporting unit exceeded its carrying value at March 31, 2020. As such, no goodwill impairment existed. The Company will continue to monitor and evaluate any events that may indicate an impairment of goodwill.
6)    CLOSED BLOCK
As a result of demutualization, the Company’s 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 the Company. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of the Company’s General Account, any of its Separate Accounts or any affiliate of the Company without the approval of the New York State Department of Financial Services (the “NYDFS”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account. For more information on the Closed Block, see Note 6 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Summarized financial information for the Company’s Closed Block is as follows:
September 30, 2020December 31, 2019 June 30, 2021December 31, 2020
(in millions)(in millions)
Closed Block Liabilities:Closed Block Liabilities:Closed Block Liabilities:
Future policy benefits, policyholders’ account balances and otherFuture policy benefits, policyholders’ account balances and other$6,260 $6,478 Future policy benefits, policyholders’ account balances and other$6,059 $6,201 
Policyholder dividend obligationPolicyholder dividend obligation149 Policyholder dividend obligation72 160 
Other liabilitiesOther liabilities58 38 Other liabilities76 39 
Total Closed Block liabilitiesTotal Closed Block liabilities6,467 6,518 Total Closed Block liabilities6,207 6,400 
Assets Designated to the Closed Block:Assets Designated to the Closed Block:Assets Designated to the Closed Block:
Fixed maturities available-for-sale, at fair value (amortized cost of $3,440 and $3,558) (allowance for credit losses of $0 at September 30, 2020)3,788 3,754 
Mortgage loans on real estate (net of allowance for credit losses of $6 at September 30, 2020)1,782 1,759 
Fixed maturities AFS, at fair value (amortized cost of $3,350 and $3,359) (allowance for credit losses of $0)Fixed maturities AFS, at fair value (amortized cost of $3,350 and $3,359) (allowance for credit losses of $0)3,629 3,718 
Mortgage loans on real estate (net of allowance for credit losses of $5 and $6)Mortgage loans on real estate (net of allowance for credit losses of $5 and $6)1,767 1,773 
Policy loansPolicy loans656 706 Policy loans630 648 
Cash and other invested assetsCash and other invested assets3 82 Cash and other invested assets8 28 
Other assetsOther assets172 145 Other assets117 169 
Total assets designated to the Closed BlockTotal assets designated to the Closed Block6,401 6,446 Total assets designated to the Closed Block6,151 6,336 
Excess of Closed Block liabilities over assets designated to the Closed BlockExcess of Closed Block liabilities over assets designated to the Closed Block56 64 
Amounts included in AOCI:Amounts included in AOCI:
Net unrealized investment gains (losses), net of policyholders’ dividend obligation: $72 and $160; and net of income tax: $(44) and $(42)Net unrealized investment gains (losses), net of policyholders’ dividend obligation: $72 and $160; and net of income tax: $(44) and $(42)174 167 
Maximum future earnings to be recognized from Closed Block assets and liabilitiesMaximum future earnings to be recognized from Closed Block assets and liabilities$230 $231 


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
 September 30, 2020December 31, 2019
(in millions)
Excess of Closed Block liabilities over assets designated to the Closed Block66 72 
Amounts included in accumulated other comprehensive income (loss):
Net unrealized investment gains (losses), net of policyholders’ dividend obligation: $149 and $2; and net of income tax: $42 and $41168 164 
Maximum future earnings to be recognized from Closed Block assets and liabilities$234 $236 

The Company’s Closed Block revenues and expenses were as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
Revenues:Revenues:Revenues:
Premiums and other incomePremiums and other income$36 $42 $118 $136 Premiums and other income$37 $40 $76 $82 
Net investment income (loss)Net investment income (loss)61 69 190 208 Net investment income (loss)60 63 120 129 
Investment gains (losses), netInvestment gains (losses), net1 (1)(1)Investment gains (losses), net2 (2)2 (2)
Total revenuesTotal revenues98 111 307 343 Total revenues99 101 198 209 
Benefits and Other Deductions:Benefits and Other Deductions:Benefits and Other Deductions:
Policyholders’ benefits and dividendsPolicyholders’ benefits and dividends96 108 302 343 Policyholders’ benefits and dividends90 103 196 206 
Other operating costs and expensesOther operating costs and expenses0 1 Other operating costs and expenses0 1 
Total benefits and other deductionsTotal benefits and other deductions96 108 303 344 Total benefits and other deductions90 104 197 207 
Net income (loss), before income taxesNet income (loss), before income taxes2 4 (1)Net income (loss), before income taxes9 (3)1 
Income tax (expense) benefitIncome tax (expense) benefit(1)(2)(2)Income tax (expense) benefit0 (1)(1)(1)
Net income (loss)Net income (loss)$1 $$2 $(3)Net income (loss)$9 $(4)$0 $

7)A reconciliation of the Company’s policyholder dividend obligation follows:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Beginning balance$28 $$160 $
Unrealized investment gains (losses)44 (88)
Ending balance$72 $$72 $

6)    INSURANCE LIABILITIES
Variable Annuity 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);
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;
Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include either a five year or an annual reset; or
Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.
Liabilities for Variable Annuity Contracts with GMDB and GMIB Features without No-Lapse GuaranteeNLG Rider (“NLG”) Feature
The change in the liabilities for variable annuity contracts with GMDB and GMIB features and without a NLG feature are summarized in the tables below. The amounts for the direct contracts (before reinsurance ceded) and assumed contracts are reflected in the consolidated balance sheets in Futurefuture policy benefits and other policyholders’ liabilities. The amounts for the ceded contracts are reflected in the consolidated balance sheets in Amountsamounts due from reinsurers. The amounts for the ceded IB are reflected in the consolidated balance sheets in GMIB reinsurance contract asset, at fair value.

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Notes to Consolidated Financial Statements (Unaudited), Continued

Change in Liability for Variable Annuity Contracts with GMDB and GMIB Features and No NLG Feature
For the Three and NineSix Months Ended SeptemberJune 30, 20202021 and 2019
GMDBGMIB
DirectAssumedCededDirectAssumedCeded
(in millions)
Balance at July 1, 2020$5,004 $70 $(105)$6,122 $232 $(2,931)
Paid guarantee benefits(121)(6)3 (110)(9)21 
Other changes in reserve233 4 10 113 (3)92 
Balance at September 30, 2020$5,116 $68 $(92)$6,125 $220 $(2,818)
Balance at July 1, 2019$4,714 $76 $(106)$3,759 $192 $(1,897)
Paid guarantee benefits(102)(6)(71)15 20 
Other changes in reserve155 (4)979 (2)(576)
Balance at September 30, 2019$4,767 $74 $(107)$4,667 $205 $(2,453)
2020

GMDBGMIBGMDBGMIB
DirectAssumedCededDirectAssumedCededDirectAssumedCededDirectAssumedCeded
(in millions)(in millions)
Balance at January 1, 2020$4,780 $76 $(104)$4,673 $187 $(2,139)
Balance, April 1, 2021Balance, April 1, 2021$5,086 $72 $(84)$5,966 $144 $(1,907)
Paid guarantee benefitsPaid guarantee benefits(372)(16)11 (287)39 58 Paid guarantee benefits(114)(6)20 (92)3 11 
Other changes in reserveOther changes in reserve708 8 1 1,739 (6)(737)Other changes in reserve119 8 (22)31 (7)(131)
Balance at September 30, 2020$5,116 $68 $(92)$6,125 $220 $(2,818)
Impact of the Venerable transaction (1) (2)Impact of the Venerable transaction (1) (2)0 (74)(2,176)0 (140)(2,141)
Balance, June 30, 2021Balance, June 30, 2021$5,091 $0 $(2,262)$5,905 $0 $(4,168)
Balance at January 1, 2019$4,662 $82 $(113)$3,746 $184 $(1,733)
Balance, April 1, 2020Balance, April 1, 2020$5,046 $72 $(110)$6,274 $219 $(2,825)
Paid guarantee benefitsPaid guarantee benefits(328)(17)11 (183)25 55 Paid guarantee benefits(140)(4)(104)49 17 
Other changes in reserveOther changes in reserve433 (5)1,104 (4)(775)Other changes in reserve98 (48)(36)(123)
Balance at September 30, 2019$4,767 $74 $(107)$4,667 $205 $(2,453)
Balance, June 30, 2020Balance, June 30, 2020$5,004 $70 $(104)$6,122 $232 $(2,931)
GMDBGMIB
DirectAssumedCededDirectAssumedCeded
(in millions)
Balance, January 1, 2021$5,097 $72 $(88)$6,026 $196 $(2,488)
Paid guarantee benefits(247)(12)23 (184)(49)25 
Other changes in reserve241 14 (21)63 (7)436 
Impact of the Venerable transaction (1) (2)0 (74)(2,176)0 (140)(2,141)
Balance, June 30, 2021$5,091 $0 $(2,262)$5,905 $0 $(4,168)
Balance, January 1, 2020$4,780 $76 $(104)$4,673 $187 $(2,139)
Paid guarantee benefits(251)(10)(178)48 37 
Other changes in reserve475 (9)1,627 (3)(829)
Balance, June 30, 2020$5,004 $70 $(104)$6,122 $232 $(2,931)
_____________

(1)
Change in Assumed is driven by the sale of CSLRC to Venerable.
(2)Includes the impact as of June 1, 2021 on the ceded reserves to Venerable. See Note 1- Organization for details of the Venerable transaction.
Liabilities for Embedded and Freestanding Insurance Related Derivatives
The liability for the GMxB derivative features, the liability for SCS, SIO, MSO and IUL indexed features and the asset and liability for the GMIB reinsurance contracts and amounts due from reinsurers related to GMIB NLG product features (GMIB NLG Reinsurance) are considered embedded or freestanding insurance derivatives and are reported at fair value. For the fair value of the assets and liabilities associated with these embedded or freestanding insurance derivatives, see Note 87 Fair Value Disclosures.
Account Values and Net Amount at Risk
Account Values and Net Amount at Risk (“NAR”)NAR for direct and assumed variable annuity contracts in force with GMDB and GMIB features as of SeptemberJune 30, 20202021 are presented in the following tables by guarantee type. For contracts with the GMDB feature, the NAR in the event of death is the amount by which the GMDB feature exceeds the related Account Values. For contracts with the GMIB feature, the NAR in the event of annuitization is the amount by which the present value of the GMIB benefits exceed the 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 features may also offer GMIB guarantees in the same contract, the GMDB and GMIB amounts listed are not mutually exclusive.


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued


Direct Variable Annuity Contracts with GMDB and GMIB Features
at Septemberas of June 30, 20202021
Guarantee TypeGuarantee Type
Return of PremiumRatchetRoll-UpComboTotalReturn of PremiumRatchetRoll-UpComboTotal
(in millions, except age and interest rate)(in millions, except age and interest rate)
Variable annuity contracts with GMDB featuresVariable annuity contracts with GMDB featuresVariable annuity contracts with GMDB features
Account Values invested in:Account Values invested in:Account Values invested in:
General AccountGeneral Account$15,155 $89 $57 $171 $15,472 General Account$15,874 $85 $53 $161 $16,173 
Separate AccountsSeparate Accounts48,407 8,812 3,021 31,083 91,323 Separate Accounts58,296 9,952 3,450 35,088 106,786 
Total Account ValuesTotal Account Values$63,562 $8,901 $3,078 $31,254 $106,795 Total Account Values$74,170 $10,037 $3,503 $35,249 $122,959 
Net Amount at Risk, gross$125 $94 $1,864 $19,561 $21,644 
Net Amount at Risk, net of amounts reinsured$125 $91 $1,319 $19,561 $21,096 
NAR, grossNAR, gross$92 $27 $1,406 $15,645 $17,170 
NAR, net of amounts reinsuredNAR, net of amounts reinsured$88 $24 $983 $7,918 $9,013 
Average attained age of policyholders (in years)Average attained age of policyholders (in years)51.3 68.1 74.7 70.0 55.3 Average attained age of policyholders (in years)51.4 68.7 75.2 70.6 55.3 
Percentage of policyholders over age 70Percentage of policyholders over age 7011.0 %47.7 %69.8 %53.3 %20.0 %Percentage of policyholders over age 7011.5 %49.9 %71.4 %55.9 %20.5 %
Range of contractually specified interest ratesRange of contractually specified interest ratesN/AN/A3% - 6%3% - 6.5%3% - 6.5%Range of contractually specified interest ratesN/AN/A3% - 6%3% - 6.5%3% - 6.5%
Variable annuity contracts with GMIB featuresVariable annuity contracts with GMIB featuresVariable annuity contracts with GMIB features
Account Values invested in:Account Values invested in:Account Values invested in:
General AccountGeneral Account$0 $0 $17 $220 $237 General Account$0 $0 $16 $211 $227 
Separate AccountsSeparate Accounts0 0 23,124 33,217 56,341 Separate Accounts0 0 26,213 37,582 63,795 
Total Account ValuesTotal Account Values$0 $0 $23,141 $33,437 $56,578 Total Account Values$0 $0 $26,229 $37,793 $64,022 
Net Amount at Risk, gross$0 $0 $1,100 $14,461 $15,561 
Net Amount at Risk, net of amounts reinsured$0 $0 $349 $13,066 $13,415 
NAR, grossNAR, gross$0 $0 $669 $8,793 $9,462 
NAR, net of amounts reinsuredNAR, net of amounts reinsured$0 $0 $215 $3,605 $3,820 
Average attained age of policyholders (in years)Average attained age of policyholders (in years)N/AN/A64.0 70.0 67.8 Average attained age of policyholders (in years)N/AN/A64.6 70.5 68.3 
Weighted average years remaining until annuitizationWeighted average years remaining until annuitizationN/AN/A5.7 0.7 2.5 Weighted average years remaining until annuitizationN/AN/A5.7 0.6 2.5 
Range of contractually specified interest ratesRange of contractually specified interest ratesN/AN/A3% - 6%3% - 6.5%3% - 6.5%Range of contractually specified interest ratesN/AN/A3% - 6%3% - 6.5%3% - 6.5%

Assumed Variable Annuity Contracts with GMDB and GMIB Features
at September 30, 2020
Guarantee Type
Return of PremiumRatchetRoll-UpComboTotal
(in millions, except age and interest rates)
Variable annuity contracts with GMDB features
Reinsured Account Values$888 $4,915 $247 $1,079 $7,129 
Net Amount at Risk assumed$5 $241 $14 $142 $402 
Average attained age of policyholders (in years)68 73 78 76 73 
Percentage of policyholders over age 7045.9 %65.6 %79.9 %76.1 %65.2 %
Range of contractually specified interest rates (1)N/AN/A3%-10%5%-10%3%-10%

38

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Guarantee Type
Return of PremiumRatchetRoll-UpComboTotal
(in millions, except age and interest rates)
Variable annuity contracts with GMIB features
Reinsured Account Values$878 $42 $217 $1,090 $2,227 
Net Amount at Risk assumed$1 $0 $27 $296 $324 
Average attained age of policyholders (in years)72 74 72 70 71 
Percentage of policyholders over age 7065.0 %62.2 %61.9 %54.5 %59.5 %
Range of contractually specified interest rates   N/A   N/A3.3%-6.5%6%-6%3.3%-6.5%
______________
(1)In general, for policies with the highest contractual interest rate shown (10%), the rate applied only for the first 10 years after issue, which has now elapsed.
For more information about the reinsurance programs of the Company’s GMDB and GMIB exposure, see “Reinsurance” in Note 11 toof the Company’s consolidated financial statements included in the Annual Report on2020 Form 10-K for the year ended December 31, 2019.10-K.
Separate Accounts Investments by Investment Category Underlying Variable Annuity Contracts with 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 features. The investment performance of the assets impacts the related Account Values and, consequently, the NAR associated with the GMDB and GMIB benefits and guarantees. Because the Company’s variable annuity contracts offer both GMDB and GMIB features, GMDB and GMIB amounts are not mutually exclusive.
Investment in Variable Insurance Trust Mutual Funds
 September 30, 2020December 31, 2019
Mutual Fund TypeGMDBGMIBGMDBGMIB
 (in millions)
Equity$41,259 $16,739 $42,489 $17,941 
Fixed income5,371 2,679 5,263 2,699 
Balanced43,684 36,656 45,872 38,445 
Other1,009 267 865 263 
Total$91,323 $56,341 $94,489 $59,348 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

 June 30, 2021December 31, 2020
Mutual Fund TypeGMDBGMIBGMDBGMIB
 (in millions)
Equity$51,374 $20,040 $46,850 $18,771 
Fixed income5,454 2,607 5,506 2,701 
Balanced48,866 40,881 47,053 39,439 
Other1,092 267 1,111 275 
Total$106,786 $63,795 $100,520 $61,186 

Hedging Programs for GMDB, GMIB, GIB and Other Features
The Company has a program intended to hedge certain risks associated first with the GMDB feature and 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 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 capital markets. At the present time, this program hedges certain economic risks on products sold from 2001 forward, to the extent such risks are not externally reinsured.
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 Netnet derivative gains (losses) in the period in which they occur, and may contribute to income (loss) volatility.

39

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Variable and Interest-Sensitive Life Insurance Policies – NLG
The NLG 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 NLG remains in effect so long as the policy meets a contractually specified premium funding test and certain other requirements.
The change in the NLG liabilities, reflected in Futurefuture policy benefits and other policyholders’ liabilities in the consolidated balance sheets, is summarized in the table below.
Direct Liability (1)Direct Liability (1)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
Beginning balance (2)Beginning balance (2)$948 $845 $898 $813 Beginning balance (2)$1,050 $924 $1,022 $898 
Paid guarantee benefitsPaid guarantee benefits(6)(7)(32)(16)Paid guarantee benefits(13)(13)(28)(26)
Other changes in reservesOther changes in reserves60 54 136 95 Other changes in reserves33 37 76 76 
Ending balanceEnding balance$1,002 $892 $1,002 $892 Ending balance$1,070 $948 $1,070 $948 
___________________________
(1)There were no amounts of reinsurance ceded in any period presented.
(2)The beginning balance for the nine months ended September 30, 2020 was reduced by $22 million to reflect the balance transferred to Assets HFS at December 31, 2019.
8)7)    FAIR VALUE DISCLOSURES
U.S. GAAP establishes 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    Unadjusted 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.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

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 uses unadjusted quoted market prices to measure fair value 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.
Management is responsible for the determination of the value of investments carried at fair value and 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 single fair value measurement for individual securities for which a fair value has 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 transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. 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-

40

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
specificissuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value measurements are required on a non-recurring basis for certain assets only when an impairment or other events occur. For the periods ended June 30, 2021 and December 31, 2020, the Company recognized impairment adjustments and impairment losses, respectively, to adjust the carrying value of held-for-sale asset and liabilities to their fair value less cost to sell. The value is measured on a nonrecurring basis and categorized within Level 3 of the fair value hierarchy. The fair value was determined using a market approach, estimated based on the negotiated value of the asset and liabilities. See Note 15 of the Notes to Consolidated Financial Statements for additional details of the Held-for-Sale assets and liabilities.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below. At September 30, 2020 and December 31, 2019, no assets were required to be measured at fair value on a non-recurring basis. Fair value measurements are required on a non-recurring basis for certain assets, including goodwill and mortgage loans on real estate, only when an impairment or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy.
Fair Value Measurements at Septemberas of June 30, 2020
Level 1Level 2Level 3Total
 (in millions)
Assets
Investments
Fixed maturities, AFS:
Corporate (1)$0 $54,318 $1,494 $55,812 
U.S. Treasury, government and agency0 17,468 0 17,468 
States and political subdivisions0 839 39 878 
Foreign governments0 905 0 905 
Residential mortgage-backed (2)0 160 0 160 
Asset-backed (3)0 2,583 13 2,596 
Commercial mortgage-backed0 1,117 0 1,117 
Redeemable preferred stock369 74 0 443 
Total fixed maturities, AFS369 77,464 1,546 79,379 
Other equity investments20 0 73 93 
Trading securities414 5,778 52 6,244 
Other invested assets:

Short-term investments0 126 0 126 
Assets of consolidated VIEs/VOEs19 213 13 245 
Swaps0 1,368 0 1,368 
Credit default swaps0 6 0 6 
Futures0 0 0 0 
Options0 2,757 0 2,757 
Swaptions0  0 0 
Total other invested assets19 4,470 13 4,502 
Cash equivalents6,331 1,041 0 7,372 
Segregated securities0 1,869 0 1,869 
GMIB reinsurance contracts asset0 0 2,818 2,818 
Separate Accounts assets (4)120,418 2,438 0 122,856 
Total Assets$127,571 $93,060 $4,502 $225,133 
Liabilities
GMxB derivative features’ liability$0 $0 $12,204 $12,204 
SCS, SIO, MSO and IUL indexed features’ liability0 2,606 0 2,606 
Liabilities of consolidated VIEs and VOEs0 5 0 5 
Contingent payment arrangements0 0 30 30 
Total Liabilities$0 $2,611 $12,234 $14,845 
______________2021

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Level 1Level 2Level 3Total
 (in millions)
Assets
Investments
Fixed maturities, AFS:
Corporate (1)$0 $49,734 $1,261 $50,995 
U.S. Treasury, government and agency0 16,466 0 16,466 
States and political subdivisions0 597 37 634 
Foreign governments0 952 0 952 
Residential mortgage-backed (2)0 118 0 118 
Asset-backed (3)0 4,781 128 4,909 
Commercial mortgage-backed0 1,587 10 1,597 
Redeemable preferred stock0 84 0 84 
Total fixed maturities, AFS0 74,319 1,436 75,755 
Fixed maturities, at fair value using the fair value option0 793 148 941 
Other equity investments355 271 92 718 
Trading securities348 651 39 1,038 
Other invested assets:
Short-term investments0 23 1 24 
Assets of consolidated VIEs/VOEs53 115 10 168 
Swaps0 (513)0 (513)
Credit default swaps0 2 0 2 
Futures(1)0 0 (1)
Options0 6,405 0 6,405 
Total other invested assets52 6,032 11 6,085 
Cash equivalents3,838 318 0 4,156 
Segregated securities0 1,073 0 1,073 
Amounts due from reinsurer (6)0 0 5,510 5,510 
GMIB reinsurance contracts asset0 0 2,026 2,026 
Separate Accounts assets (4)142,387 2,592 1 144,980 
Total Assets$146,980 $86,049 $9,263 $242,282 
Liabilities
Notes issued by consolidated VIE’s, at fair value using the fair value option (5)$0 $822 $0 $822 
GMxB derivative features’ liability0 0 8,455 8,455 
SCS, SIO, MSO and IUL indexed features’ liability0 6,089 0 6,089 
Liabilities of consolidated VIEs and VOEs3 1 0 4 
Contingent payment arrangements0 0 37 37 
Total Liabilities$3 $6,912 $8,492 $15,407 
______________
(1)Corporate fixed maturities includes both public and private issues.
(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types and credit tenant loans.types.
(4)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate and commercial mortgages. At Septemberestate. As of June 30, 2020,2021, the fair value of such investments was $356$379 million.
(5)Includes CLO short-term debt of $82 million, which is inclusive as fair valued within Notes issued by consolidated VIE’s, at fair value using the fair value option Accrued interest payable of $6 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.
(6)This represents GMIB NLG ceded reserves related to the Venerable transaction. See Note 1- Organization for details of the Venerable transaction.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued



Fair Value Measurements atas of December 31, 20192020 (1)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
(in millions) (in millions)
AssetsAssetsAssets
InvestmentsInvestmentsInvestments
Fixed maturities, AFS:Fixed maturities, AFS:Fixed maturities, AFS:
Corporate (2)Corporate (2)$$46,942 $1,257 $48,199 Corporate (2)$$56,457 $1,702 $58,159 
U.S. Treasury, government and agencyU.S. Treasury, government and agency15,394 15,394 U.S. Treasury, government and agency16,118 16,118 
States and political subdivisionsStates and political subdivisions666 39 705 States and political subdivisions596 39 635 
Foreign governmentsForeign governments492 492 Foreign governments1,103 1,103 
Residential mortgage-backed (3)Residential mortgage-backed (3)191 191 Residential mortgage-backed (3)143 143 
Asset-backed (4)Asset-backed (4)749 100 849 Asset-backed (4)3,591 20 3,611 
Commercial mortgage-backed (3)Commercial mortgage-backed (3)1,203 1,203 
Redeemable preferred stockRedeemable preferred stock239 274 513 Redeemable preferred stock404 262 666 
Total fixed maturities, AFSTotal fixed maturities, AFS239 64,708 1,396 66,343 Total fixed maturities, AFS404 79,473 1,761 81,638 
Fixed maturities, at fair value using the fair value optionFixed maturities, at fair value using the fair value option309 80 389 
Other equity investmentsOther equity investments13 97 110 Other equity investments13 71 84 
Trading securitiesTrading securities500 6,495 36 7,031 Trading securities441 5,073 39 5,553 
Other invested assets:Other invested assets:

Other invested assets:

Short-term investmentsShort-term investments490 490 Short-term investments101 102 
Assets of consolidated VIEs/VOEsAssets of consolidated VIEs/VOEs132 457 17 606 Assets of consolidated VIEs/VOEs74 231 13 318 
SwapsSwaps(327)(327)Swaps(99)(99)
Credit default swapsCredit default swaps15 15 Credit default swaps
FuturesFutures(2)(2)
OptionsOptions3,346 3,346 Options4,670 4,670 
SwaptionsSwaptions16 16 Swaptions
Total other invested assetsTotal other invested assets132 3,997 17 4,146 Total other invested assets72 4,908 14 4,994 
Cash equivalentsCash equivalents3,497 3,497 Cash equivalents4,309 297 4,606 
Segregated securitiesSegregated securities1,095 1,095 Segregated securities1,753 1,753 
GMIB reinsurance contracts assetGMIB reinsurance contracts asset2,139 2,139 GMIB reinsurance contracts asset2,488 2,488 
Separate Accounts assets (5)Separate Accounts assets (5)123,432 2,892 126,324 Separate Accounts assets (5)132,698 2,674 135,373 
Total AssetsTotal Assets$127,813 $79,187 $3,685 $210,685 Total Assets$137,937 $94,487 $4,454 $236,878 
LiabilitiesLiabilitiesLiabilities
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)Notes issued by consolidated VIE’s, at fair value using the fair value option (6)$$312 $$312 
GMxB derivative features’ liabilityGMxB derivative features’ liability$$$8,502 $8,502 GMxB derivative features’ liability11,131 11,131 
SCS, SIO, MSO and IUL indexed features’ liabilitySCS, SIO, MSO and IUL indexed features’ liability3,268 3,268 SCS, SIO, MSO and IUL indexed features’ liability4,509 4,509 
Liabilities of consolidated VIEs and VOEsLiabilities of consolidated VIEs and VOEs10 Liabilities of consolidated VIEs and VOEs
Contingent payment arrangementsContingent payment arrangements23 23 Contingent payment arrangements28 28 
Total LiabilitiesTotal Liabilities$$3,277 $8,525 $11,803 Total Liabilities$$4,827 $11,159 $15,988 
______________
(1)Excludes amounts reclassified as HFS.
(2)Corporate fixed maturities includes both public and private issues.
(3)Includes publicly traded agency pass-through securities and collateralized obligations.
(4)Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.
(5)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate and commercial mortgages. AtAs of December 31, 2019,2020, the fair value of such investments was $356 million.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

(6)Accrued interest payable of $1 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.

Public Fixed Maturities
The fair values of the Company’s public fixed maturities, including those accounted for using the fair value option 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 maturities 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.
Private Fixed Maturities
The fair values of the Company’s private fixed maturities, including those accounted for using the fair value option are determined from prices obtained from independent valuation service providers. Prices not obtained from an independent valuation service provider are determined by using a discounted cash flow model or a market comparable company valuation technique. 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 or a market comparable company valuation technique 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.
Notes issued by consolidated VIE’s, at fair value using the fair value option
These notes are based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interests the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2 or 3. See “Fair Value Option” below for additional information.
Freestanding Derivative Positions
The net fair value of the Company’s freestanding derivative positions as disclosed in Note 4 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 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.
Level Classifications of the Company’s Financial Instruments
Financial Instruments Classified as Level 1
Investments classified as Level 1 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.
Financial Instruments Classified as Level 2

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Investments classified as Level 2 are measured at fair value on a recurring basis and primarily include U.S. government and agency securities, and certain corporate debt securities and financial assets and liabilities accounted for using the fair value option, 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 AB 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.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
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. The Company’s 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.
Certain Company products, such as the SCS, and EQUI-VEST variable annuity products, IUL and the MSO fund available in some life contracts, offer investment options which permit the contract owner to participate in the performance of an index, ETF or commodity price. These investment options, which depending on the product and on the index selected, can currently have one, three, five or six year terms, provide for participation in the performance of specified indices, ETF or commodity price movement 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, ETF or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are accounted forclassified as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on data obtained from independent valuation service providers.
Financial Instruments Classified as Level 3
The Company’s investments classified as Level 3 primarily include corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as private fixed maturities and asset-backed securities. 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 are fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data.
The Company also issues certain benefits on its variable annuity products that are accounted for as derivatives and are also considered Level 3. The GMIBNLG feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates applied to the contract’s benefit base if and when the contract account value is depleted and the NLG feature is activated. 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 assets, which are accounted for as derivative contracts. The GMIB reinsurance contract asset and liabilities’ fair value reflects the present value of reinsurance premiums, andnet of recoveries, and risk margins over a range of market consistent economic scenarios while GMxB derivative features liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins and nonperformance risk, attributable to GMxB derivative features’ liability over a range of market-consistent economic scenarios. 
Also included are the Amounts due from Reinsurers related to the GMIB NLG product features (GMIB NLG Reinsurance). The fair value reflects the present value of reinsurance premiums, net of recoveries, adjusted for risk margins and nonperformance risk over a range of market consistent economic scenarios.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

The valuations of the GMIB reinsurance contract asset, GMIB NLG Reinsurance and GMxB derivative features liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Accounts funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset, GMIB NLG Reinsurance and GMxB derivative features liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve for non-performance risk is made to the fair values of the GMIB reinsurance contract asset, and liabilitiesGMIB NLG Reinsurance and GMIBNLG feature to reflect the claims-paying ratings of counterparties and the Company. Equity and fixed income volatilities were modeled to reflect current market volatilities. Due to the unique, long duration of the GMIBNLG feature and GMIB NLG Reinsurance , adjustments were made to the equity volatilities to remove the illiquidity bias associated with the longer tenors and risk margins were applied to the non-capital markets inputs to the GMIBNLG valuations.
After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $161$83 million and $110$102 million at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively, to recognize incremental counterparty non-performance risk and reduced the fair value of its GMIB reinsurance contract liabilities by $29$0 million and $25$19 million at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively, to recognize its own incremental non-performance risk.

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EQUITABLE HOLDINGS, INC.
NotesAfter giving consideration to Consolidated Financial Statements (Unaudited), Continued
collateral arrangements, the Company reduced the fair value of its Amounts due from Reinsurers by $169 million at June 30, 2021 to recognize incremental counterparty non-performance risk.
Lapse rates are adjusted at the contract level based on a comparison of the actuarial calculated guaranteed values and the current policyholder account value, which include other factors such as considering surrender charges. Generally, lapse rates are assumed to be lower in periods when a surrender charge applies. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as in-the-money contracts are less likely to lapse. For valuing the embedded derivative, lapse rates vary throughout the period over which cash flows are projected.
The Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2016 and 2019 by AB. At each reporting date, AB estimates the fair values of the contingent consideration expected to be paid based upon revenue and discount rate projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. The Company’s consolidated VIEs/VOEs hold investments that are classified as Level 3, primarily corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.
Transfers of Financial Instruments Between Levels 2 and 3
During the ninesix months ended SeptemberJune 30, 2021, fixed maturities with fair values of $792 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $17 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 6.1% of total equity as of June 30, 2021.
During the six months ended June 30, 2020, AFS fixed maturities with fair values of $103 million were transferred out of Level 3 and into Level 2 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 $195$224 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 1.6%1.7% of total equity at Septemberas of June 30, 2020.
During the nine months ended September 30, 2019, AFS fixed maturities with fair values of $104 million were transferred out of Level 3 and into Level 2 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 $14 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.7% of total equity at September 30, 2019.
The tables below present reconciliations for all Level 3 assets and liabilities for the three months and ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019, respectively.
CorporateState and Political SubdivisionsAsset- backedCMBSFixed maturities, at FVO
(in millions)
Balance, April 1, 2021$1,255 $38 $65 $$142 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

CorporateState and Political SubdivisionsAsset- backedCMBSFixed maturities, at FVO
(in millions)
Net investment income (loss)2 0 0 
Investment gains (losses), net(6)0 0 
Subtotal(4)0 0 0 8 
Other comprehensive income (loss)17 0 0 
Purchases294 0 74 42 
Sales(137)(1)(11)(1)
Transfers into Level 3 (1)0 0 0 
Transfers out of Level 3 (1)(164)0 0 0 (51)
Balance, June 30, 2021$1,261 $37 $128 $10 $148 
Balance, April 1, 2020$1,185 $36 $40 $$
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)
Investment gains (losses), net(11)
Subtotal(10)
Other comprehensive income (loss)
Purchases301 (48)
Sales(45)(1)
Transfers into Level 3 (1)224 
Transfers out of Level 3 (1)23 
Balance, June 30, 2020$1,685 $40 $$$



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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Level 3 Instruments - Fair Value Measurements

CorporateState and Political SubdivisionsAsset- backed
(in millions)
Balance, July 1, 2020$1,685 $40 $0 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)0 0 0 
Investment gains (losses), net(1)0 0 
Subtotal(1)0 0 
Other comprehensive income (loss)18 (1)0 
Purchases(155)0 13 
Sales(24)0 0 
Transfers into Level 3 (1)(29)0 0 
Transfers out of Level 3 (1)0 0 0 
Balance, September 30, 2020$1,494 $39 $13 

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
CorporateState and Political SubdivisionsAsset- backedCorporateState and
Political
Subdivisions
Asset-backedCMBSFixed maturities, at FVO (2)
(in millions)(in millions)
Balance, July 1, 2019$1,302 $40 $534 
Balance, January 1, 2021Balance, January 1, 2021$1,702 $39 $20 $0 $80 
Total gains and (losses), realized and unrealized, included in:Total gains and (losses), realized and unrealized, included in:Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:Net income (loss) as:Net income (loss) as:
Net investment income (loss)Net investment income (loss)Net investment income (loss)3 0 0 0 11 
Investment gains (losses), netInvestment gains (losses), netInvestment gains (losses), net(12)0 0 0 0 
SubtotalSubtotalSubtotal(9)0 0 0 11 
Other comprehensive income (loss)Other comprehensive income (loss)(6)Other comprehensive income (loss)26 (1)0 0 0
PurchasesPurchases(3)71 Purchases459 0 124 10 130 
SalesSales(42)(2)(73)Sales(206)(1)(16)0 (9)
Transfers into Level 3 (1)Transfers into Level 3 (1)Transfers into Level 3 (1)2 0 0 0 15 
Transfers out of Level 3 (1)Transfers out of Level 3 (1)(31)Transfers out of Level 3 (1)(713)0 0 0 (79)
Balance, September 30, 2019$1,220 $39 $532 
Balance, June 30, 2021Balance, June 30, 2021$1,261 $37 $128 $10 $148 
Balance, January 1, 2020Balance, January 1, 2020$1,257 $39 $100 $$
Total gains and (losses), realized and unrealized, included in:Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:Net income (loss) as:
Net investment income (loss)Net investment income (loss)
Investment gains (losses), netInvestment gains (losses), net(13)
SubtotalSubtotal(11)
Other comprehensive income (loss)Other comprehensive income (loss)(54)
PurchasesPurchases362 
SalesSales(90)(1)
Transfers into Level 3 (1)Transfers into Level 3 (1)224 
Transfers out of Level 3 (1)Transfers out of Level 3 (1)(3)(100)
Balance, June 30, 2020Balance, June 30, 2020$1,685 $40 $$$
_____________
(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
CorporateState and
Political
Subdivisions
Asset-backed
(in millions)
Balance, January 1, 2020$1,257 $39 $100 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)2 0 0 
Investment gains (losses), net(14)0 0 
Subtotal(12)0 0 
Other comprehensive income (loss)(36)1 0 
Purchases207 0 13 
Sales(114)(1)0 
Transfers into Level 3 (1)195 0 0 
Transfers out of Level 3 (1)(3)0 (100)
Balance, September 30, 2020$1,494 $39 $13 
Balance, January 1, 2019$1,186 $39 $519 
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)
Investment gains (losses), net
Subtotal
Other comprehensive income (loss)
Purchases219 81 
Sales(102)(3)(73)
Transfers into Level 3 (1)14 
Transfers out of Level 3 (1)(104)
Balance, September 30, 2019$1,220 $39 $532 
_____________
(1)(2)Transfers into/out of Fixed maturities, at fair value using the Level 3 classification are reflected at beginning-of-period fair values.value option.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Other Equity InvestmentsGMIB Reinsurance Contract AssetSeparate Accounts AssetsGMxB Derivative Features LiabilityContingent Payment ArrangementOther Equity InvestmentsGMIB Reinsurance Contract AssetAmounts Due from ReinsurersSeparate Accounts AssetsGMxB Derivative Features LiabilityContingent Payment Arrangement
(in millions)(in millions)
Balance, July 1, 2020$132 $2,931 $0 $(12,689)$(28)
Balance, April 1, 2021Balance, April 1, 2021$123 $1,907 $0 $0 $(7,824)$(36)
Realized and unrealized gains (losses), included in Net income (loss) as:Realized and unrealized gains (losses), included in Net income (loss) as:Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), netInvestment gains (losses), net7 0 0 0 0 Investment gains (losses), net17 0 0 0 0 0 
Net derivative gains (losses) (1)Net derivative gains (losses) (1)0 (103)0 579 0 Net derivative gains (losses) (1)0 120 242 0 (673)0 
Total realized and unrealized gains (losses)Total realized and unrealized gains (losses)7 (103)0 579 0 Total realized and unrealized gains (losses)17 120 242 0 (673)0 
Other comprehensive income (loss)Other comprehensive income (loss)(4)0 0 0 0 Other comprehensive income (loss)0 0 0 0 0 0 
Purchases (2)Purchases (2)21 11 0 (115)0 Purchases (2)1 11 10 1 (121)(1)
Sales (3)Sales (3)(14)(21)0 21 0 Sales (3)1 (12)(1)0 23 0 
Settlements (4)Settlements (4)0 0 0 0 0 Settlements (4)0 0 00 0 0 
Other (7)Other (7)0 0 5,259 0 0 0 
Activity related to consolidated VIEs/VOEsActivity related to consolidated VIEs/VOEs(3)0 0 0 (1)Activity related to consolidated VIEs/VOEs0 0 0 0 0 (1)
Transfers into Level 3 (5)Transfers into Level 3 (5)0 0 0 0 0 Transfers into Level 3 (5)0 0 0 0 0 0 
Transfers out of Level 3 (5)Transfers out of Level 3 (5)0 0 0 0 0 Transfers out of Level 3 (5)0 0 00 140 0 
Balance, September 30, 2020$139 $2,818 $0 $(12,204)$(29)
Balance, June 30, 2021Balance, June 30, 2021$142 $2,026 $5,510 $1 $(8,455)$(38)
Balance, July 1, 2019$134 $1,898 $25 $(7,004)$(25)
Balance, April 1, 2020Balance, April 1, 2020$140 $2,823 $$$(9,798)$(24)
Realized and unrealized gains (losses), included in Net income (loss) as:Realized and unrealized gains (losses), included in Net income (loss) as:Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), netInvestment gains (losses), netInvestment gains (losses), net
Net derivative gains (losses)Net derivative gains (losses)563 (2,548)Net derivative gains (losses)114 (2,801)
Total realized and unrealized gains (losses)Total realized and unrealized gains (losses)563 (2,548)Total realized and unrealized gains (losses)114 (2,801)
Other comprehensive income (loss)Other comprehensive income (loss)Other comprehensive income (loss)(10)
Purchases (2)Purchases (2)11 (5)(102)Purchases (2)11 (109)(4)
Sales (3)Sales (3)(4)(20)(1)13 Sales (3)(1)(17)19 
Settlements (4)Settlements (4)(1)Settlements (4)
Activity related to consolidated VIEs/VOEsActivity related to consolidated VIEs/VOEs(1)Activity related to consolidated VIEs/VOEs(1)
Transfers into Level 3 (5)Transfers into Level 3 (5)Transfers into Level 3 (5)
Transfers out of Level 3 (5)Transfers out of Level 3 (5)(4)(11)Transfers out of Level 3 (5)
Balance, September 30, 2019$128 $2,452 $$(9,641)$(26)
Balance, June 30, 2020Balance, June 30, 2020$132 $2,931 $$$(12,689)$(29)
_____________

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Other Equity InvestmentsGMIB Reinsurance
 Contract Asset
Amounts Due from ReinsurersSeparate Accounts AssetsGMxB Derivative Features LiabilityContingent Payment Arrangement
(in millions)
Balance, January 1, 2021$124 $2,488 $0 $1 $(11,131)$(28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), net18 0 0 0 0 0 
Net derivative gains (losses) (1) (6)0 (458)242 0 2,735 0 
Total realized and unrealized gains (losses)18 (458)242 0 2,735 0 
Other comprehensive income (loss)0 0 0 0 0 0 
Purchases (2)3 21 10 1 (240)(8)
Sales (3)(1)(25)(1)0 41 0 
Settlements (4)0 0 0 0 0 0 
Other (7)0 0 5,259 0 0 0 
Activity related to consolidated VIEs/VOEs(2)0 0 0 0 (2)
Transfers into Level 3 (5)0 0 0 0 0 0 
Transfers out of Level 3 (5)0 0 0 (1)140 0 
Balance, June 30, 2021$142 $2,026 $5,510 $1 $(8,455)$(38)
Balance, January 1, 2020$150 $2,139 $$$(8,502)$(23)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), net
Net derivative gains (losses)839 (4,000)
Total realized and unrealized gains (losses)839 (4,000)
Other comprehensive income (loss)(17)
Purchases (2)22 (220)(4)
Sales (3)(12)(37)33 
Settlements (4)
Change in estimate(32)
Activity related to consolidated VIEs/VOEs(1)(2)
Transfers into Level 3 (5)
Transfers out of Level 3 (5)
Balance, June 30, 2020$132 $2,931 $$$(12,689)$(29)
______________
(1)TheFor the three and six months ended June 30, 2021, the Company’s nonperformancenon-performance risk impact of ($464)$(60) million and $20 million for the GMxB derivative features liabilityDerivative Features Liability, $16 million and ($8)$1 million for the GMIB reinsurance contract assetReinsurance Contract Asset, and $12 million and $12 million for the three months ended September 2020,Amounts Due from Reinsurers, respectively, is recorded through Net derivative gains (losses).
(2)For the GMIB reinsurance contract asset, Amounts Due from Reinsurers and GMxB derivative features liability, represents attributed fee.
(3)For the GMIB reinsurance contract asset represents recoveriesand Amounts Due from reinsurers and for GMxB derivative features liability represents benefits paid.
(4)For contingent payment arrangements, it represents payments settled under the arrangement related to AB acquisitions.
(5)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Other Equity Investments
GMIB Reinsurance
 Contract Asset
Separate Accounts AssetsGMxB Derivative Features LiabilityContingent Payment Arrangement
(in millions)
Balance, January 1, 2020$150 $2,139 $0 $(8,502)$(23)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), net14 0 0 0 0 
Net derivative gains (losses) (1)0 736 0 (3,421)0 
Total realized and unrealized gains (losses)14 736 0 (3,421)0 
Other comprehensive income (loss)(21)0 0 0 0 
Purchases (2)25 33 0 (335)(4)
Sales (3)(26)(58)0 54 0 
Settlements (4)0 0 0 0 0 
Change in estimate (5)0 (32)0 0 0 
Activity related to consolidated VIEs/VOEs(4)0 0 0 (2)
Transfers into Level 3 (6)1 0 0 0 0 
Transfers out of Level 3 (6)0 0 0 0 0 
Balance, September 30, 2020$139 $2,818 $0 $(12,204)$(29)
Balance, January 1, 2019$165 $1,734 $21 $(5,674)$(7)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), net
Net derivative gains (losses)740 (3,677)
Total realized and unrealized gains (losses)740 (3,677)
Other comprehensive income (loss)
Purchases (2)10 33 (317)(17)
Sales (3)(11)(55)(1)27 
Settlements (4)(4)
Change in estimate
Activity related to consolidated VIEs/VOEs(3)(2)
Transfers into Level 3 (6)
Transfers out of Level 3 (6)(33)(12)
Balance, September 30, 2019$128 $2,452 $$(9,641)$(26)
______________
(1)The Company’s nonperformance risk impact of $42 million for the GMxB derivative features liability and ($33) million for the GMIB reinsurance contract asset the nine months ended September 2020, respectively, is recorded through Net derivative gains (losses).
(2)For the GMIB reinsurance contract asset, and GMxB derivative features liability, represents attributed fee.
(3)For the GMIB reinsurance contract asset,Reinsurers, represents recoveries from reinsurers and for GMxB derivative features liability represents benefits paid.
(4)For contingent payment arrangements, it represents payments under the arrangement.
(5)For the GMIB reinsurance contract asset, represents a transfer from amounts due from reinsurers.
(6)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.
(6)GMxB Derivative Features Liability excludes a $45 million settlement fee on CS Life reinsurance contract.
(7)Represents the opening ceded balance from the Venerable transaction of the GMxB with no lapse guarantee riders.

The table below details changes in unrealized gains (losses) for the ninesix months ended SeptemberJune 30, 20202021 and 20192020 by category for Level 3 assets and liabilities still held at Septemberas of June 30, 20202021 and 2019,2020, respectively.

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Notes to Consolidated Financial Statements (Unaudited), Continued

Change in Unrealized Gains (Losses) for Level 3 Instruments
Net Income (Loss)  Net Income (Loss) 
Investment Gains (Losses), NetNet Derivative Gains (Losses)OCI Net Derivative Gains (Losses)OCI
(in millions)(in millions)
Held at September 30, 2020:
Held at June 30, 2021:Held at June 30, 2021:
Change in unrealized gains (losses):Change in unrealized gains (losses):Change in unrealized gains (losses):
Fixed maturities, AFSFixed maturities, AFSFixed maturities, AFS
CorporateCorporate$0 $0 $(37)Corporate$0 $27 
State and political subdivisionsState and political subdivisions0 0 2 State and political subdivisions0 (1)
Asset-backedAsset-backed0 0 0 Asset-backed0 0 
Total fixed maturities, AFSTotal fixed maturities, AFS(35)Total fixed maturities, AFS26 
Amounts Due from ReinsurersAmounts Due from Reinsurers242 0 
GMIB reinsurance contractsGMIB reinsurance contracts0 2,818 0 GMIB reinsurance contracts(458)0 
Separate Account assetsSeparate Account assets0 Separate Account assets0 0 
GMxB derivative features liabilityGMxB derivative features liability0 (12,204)0 GMxB derivative features liability2,735 0 
TotalTotal$0 $(9,386)$(35)Total$2,519 $26 
Held at September 30, 2019:
Held at June 30, 2020:Held at June 30, 2020:
Change in unrealized gains (losses):Change in unrealized gains (losses):Change in unrealized gains (losses):
Fixed maturities, AFSFixed maturities, AFSFixed maturities, AFS
CorporateCorporate$$$Corporate$$(54)
State and political subdivisionsState and political subdivisionsState and political subdivisions
Asset-backedAsset-backedAsset-backed
Total fixed maturities, AFSTotal fixed maturities, AFS10 Total fixed maturities, AFS(52)
GMIB reinsurance contractsGMIB reinsurance contracts740 GMIB reinsurance contracts839 
Separate Account assetsSeparate Account assets(1)Separate Account assets
GMxB derivative features liabilityGMxB derivative features liability(3,677)GMxB derivative features liability(4,000)
TotalTotal$(1)$(2,937)$10 Total$(3,161)$(52)



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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Quantitative and Qualitative Information about Level 3 Fair Value Measurements
The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively.
Quantitative Information about Level 3 Fair Value Measurements at Septemberas of June 30, 20202021
Fair
Value
Valuation
Technique
Significant
Unobservable Input
RangeWeighted Average (2)
 (in millions)
Assets:
Investments:
Fixed maturities, AFS:
Corporate$31155 Matrix pricing modelSpread over Benchmark22020 - 610320 bps27897 bps
1,105799 Market comparable 
companies
EBITDA multiples
Discount rate
Cash flow
Cashflow multiples
3.5x-31.8x
5.1%
4.5x - 25.4%
0.9x -25.0x
26.5x
5.88% - 14.58%
0.4x - 16.9x
14.4x
10.0%
10.7x
11.2x
9.0%
6.3x
Other equity investments43 Market comparable companiesRevenue multiple3.5x8.5x - 27.9x11.0x9.5x10.5x
3739 Discounted Cash Flow
Earnings multiple
Discount factor
Discount years
8.2x
10.0%
11


GMIB reinsurance contract asset2,0268.0xDiscounted cash flow
Lapse rates
Withdrawal Rates
GMIB Utilization Rates
Non-performance risk
Volatility rates - Equity
Mortality: Ages 0-40
Ages 41-60
Ages 61-115

10.0%
0.56%-15.62%
0.36%-2.03%
0.04%-60.91%
43 bps - 85 bps
9%-28%
0.01%-0.18%
0.07%-0.54%
0.42%-42.20%
1.89%
0.88%
5.25%
48 bps
24%
2.94%
(same for all ages)
(same for all ages)
Amount Due from Reinsurers5,510Discounted Cash Flow
Lapse rates
Withdrawal Rates
GMIB Utilization Rates
Non-performance risk (bps)
Volatility rates - Equity
Mortality: Ages 0-40
Ages 41-60
Ages 61-115
0.56%-15.62%
0.36%-2.03%
0.04%-60.91%
34 bps-34 bps
9%-28%
0.01%-0.18%
0.07%-0.54%
0.42%-42.20%

11

1.79%
1.09%
7.14%
34 bps
24%
2.21%
(same for all ages)
(same for all ages)
Liabilities:

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Notes to Consolidated Financial Statements (Unaudited), Continued

Fair
Value
Valuation
Technique
Significant
Unobservable Input
RangeWeighted Average (2)
GMIB reinsurance contract assetAB Contingent Consideration Payable2,81837 Discounted cash flowNon-performance risk
Lapse
Expected revenue growth rates
Withdrawal rates
Utilization rates
Volatility rates - Equity
Mortality rates (1):
Ages 0 - 40
Ages 41 - 60
Ages 61 - 115
Discount rate
60
2.0% - 125 bps
0.6%-16%
0%-2%
0%-61%
16%-34%

0.01%-0.18%
0.07%-0.54%
0.42%-42.20%
83.9%
1.9% - 10.4%
72 bps
1.56%
0.96%
6.37%
25%

2.72%
(same for all ages)
(same for all ages)
Liabilities:
13.0%
6.6%
GMIBNLG11,6828,378 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Annuitization rates
Mortality rates (1):
Ages 0 - 40
Ages 41 - 60
41-60
Ages 61 - 11561-115
98 bps - 98 bps
1.10%-25.67%
0.36%-2.03%
0.03%-100.00%
141.0 bps
1.1%-25.7%
0.4%-2%
0%-100%

0.01%-0.19%
0.06%-0.53%
0.41%-41.39%
98 bps
3.37%
0.93%
5.16%

3.06%
0.96%
5.92%

1.48%
1.66%
(same for all ages)
(same for all ages)
Assumed GMIB Reinsurance ContractsGWBL/GMWB219139 Discounted cash flowNon-performance risk
Lapse rates
Withdrawal rates (Age 0-85)
Withdrawal rates (Age 86+)
Rates
Utilization ratesRates

Volatility rates - Equity
Non-performance risk(bps)
92
0.80%-15.62%
0.00%-8.00%
100.0% once starting
9%-28%
98 bps - 19598 bps
1.1% - 11.1%
0.6% - 22.2%
1.1% - 100%
0% - 30%
16%-34%
1.89%
0.88%
147 bps
1.56%
0.96%
(same for all ages)
6.37%
25%


24%
GWBL/GMWBGIB220(60)Discounted cash flowNon-performance risk
Lapse rates
Withdrawal rates
Rates
Utilization rates

Rates
Volatility rates - Equity
Non-performance risk(bps)
141.0
0.80%-15.62%
0.18%-2.03%
0.04%-100.00%
9% - 28%
98 bps
0.8%-16%
0%-8%
100% once starting
16%-34%

- 98 bps

1.56%
0.96%


24.57%

1.89%
0.88%
5.25%
24%
GIBGMAB77(2)Discounted cash flowNon-performance risk
Lapse rates
Withdrawal rates
Utilization rates
Volatility rates - Equity
Non-performance risk(bps)
141.0
0.80%-15.62%
9%-28%
98 bps
0.8%-15.6%
0%-2%
0%-100%
16%-34%

- 98 bps

1.56%
0.96%
6.37%
25%
GMAB6Discounted cash flowNon-performance risk
Lapse rates
Volatility rates - Equity


141.0 bps
0.8%-16%
16%-34%




1.56%
25%

1.89%
24%
______________
(1)Mortality rates vary by age and demographic characteristic such as gender. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.
(2)For Lapses, Withdrawals,lapses, withdrawals, and Utilizationsutilizations the rates were weighted by counts; for Mortalitymortality weighted average rates are shown for all ages combined; and for Withdrawalswithdrawals the weighted averages were based on an estimated split of partial withdrawal and dollar-for-dollar withdrawals.

Quantitative Information about Level 3 Fair Value Measurements atas of December 31, 20192020
Fair
Value
Valuation
Technique
Significant
Unobservable Input
RangeWeighted Average
 (in millions)
Assets:
Investments:
Fixed maturities, AFS:
Corporate$5734 Matrix pricing modelSpread over benchmark45 bps - 195 bps65 - 580 bps184160 bps
1,0251,148 Market comparable companies
EBITDA multiples
Discount rate
Cash flow multiples
3.3x
3.5x - 56.7x
3.9%
33.1x
5.6% - 16.5%
0.8x - 48.1x
28.4%
1.9x-25.0x
14.3x
10.0%
10.7x
10.8x
8.6%
6.8x
Other equity investments36Market comparable companiesRevenue multiple9.7x - 26.4x18.5x
39 Discounted cash flow
Earnings multiple
Discounts factor
Discount years
8.0x
8.2x
10.0%
11

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Notes to Consolidated Financial Statements (Unaudited), Continued

Fair
Value
Valuation
Technique
Significant
Unobservable Input
RangeWeighted Average
GMIB reinsurance contract asset2,1392,488 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Utilization rates
Volatility rates - Equity
Mortality rates (1):
Ages 0 - 40
Ages 41 - 60
Ages 60 - 115
55
43 - 10985 bps
0.8%
0.6% - 10%
0.0%
16%
0% - 8.0%
0.0%
2%
0% - 49.0%
9.0%
61%
7% - 30.0%32%


0.01% - 0.18%
0.07% - 0.54%
0.42% - 42.20%
50 bps
1.69%
0.91%
5.82%
24%

2.80%
(same for all ages)
(same for all ages)
Liabilities:
GMIBNLGAB Contingent Consideration Payable8,13528 Discounted cash flowNon-performance risk
Lapse
Expected revenue growth rates
Withdrawal rates
Annuitization rates
Mortality rates (1):
Ages 0 - 40
Ages 41 - 60
Ages 60 - 115
Discount rate
124 bps
0.8%
0.7% - 19.9%
0.3%
50.0%
1.9% - 11.0%
0.0% - 100.0%

0.01% - 0.19%
0.06% - 0.53%
0.41% - 41.39%
10.4%
4.9%
8.0%
Assumed GMIB Reinsurance ContractsGMIBNLG18610,713 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates (Age
Annuitization rates
Mortality rates (1):
Ages 0 - 85)
Withdrawal rates (Age 86+)
Utilization rates
Volatility rates
40
Ages 41 - Equity60
Ages 60 - 115
61 - 141
96.0 bps
1.1% - 11.1%
0.6%
25.7%
0.4% - 22.2%
1.1%
2%
0% - 100.0%100%

0.0%
0.01% - 30.0%
9.0%
0.19%
0.06% - 30.0%0.53%
0.41% - 41.39%

3.19%
0.93%
5.51%

1.56%
(same for all ages)
(same for all ages)
GWBL/GMWBAssumed GMIB Reinsurance Contracts172195 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
(Age 0 - 85)
Withdrawal rates (Age 86+)
Utilization rates

Volatility rates - Equity
124
60 - 133 bps
0.8%
1.1% - 10.0%
0.0%
11.1%
0.6% - 7.0%
100% after starting
9.0%
22.2%
1.1% - 30.0%100%
0% -30%
7%-32%
99 bps
1.69%
0.91%
(same for all ages)
5.82%
24%
GIBGWBL/GMWB5190 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Utilization rates

Volatility rates - Equity
124
96.0 bps
1.2% - 19.9%
0.0% - 8.0%
0.0% - 100.0%
9.0% - 30.0%
0.8%-16%
0%-8%
100% once starting
7%-32%

1.69%
0.91%

24%
GMABGIB431 Discounted cash flow
Non-performance risk
Lapse rates
Withdrawal rates
Utilization rates
Volatility rates - Equity
96.0 bps
0.8%-15.6%
0%-2%
0%-100%
7%-32%

1.69%
0.91%
5.82%
24%
GMAB1.0% - 10.0%
9.0% - 30.0%
Discounted cash flow
Non-performance risk
Lapse rates
Volatility rates - Equity
96.0 bps
0.8%-16%
7%-32%

1.69%
24%
______________
(1)Mortality rates vary by age and demographic characteristic such as gender. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.
Level 3 Financial Instruments for which Quantitative Inputs are Not Available
Certain Privately Placed Debt Securities with Limited Trading Activity
Excluded from the tables above at Septemberas of June 30, 20202021 and December 31, 2019,2020, respectively, are approximately $507$770 million and $428$743 million of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. These investments primarily consist of certain privately placed debt securities with limited trading activity, including 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.
The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique. The significant unobservable input to the matrix pricing model valuation technique 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. The significant unobservable input to the market comparable company valuation technique is the

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

discount rate. Generally, a significant increase (decrease) in the discount rate would result in significantly lower (higher) fair value measurements of these securities.
Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above at Septemberas of June 30, 20202021 and December 31, 2019,2020, there were no

51

EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Level 3 securities that were 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,risk transfer securities, and equipment financings. Included in the tables above at Septemberas of June 30, 20202021 and December 31, 2019,2020, there were no securities that were determined by the application of matrix-pricing 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 have resulted in significantly lower (higher) fair value measurements.
Other Equity Investments
Included in other equity investments classified as Level 3 are venture capital securities in the Technology, Media and Telecommunications industries. The fair value measurements of these securities include significant unobservable inputs including an enterprise value to revenue multiples and a discount rate to account for liquidity and various risk factors. Significant increases (decreases) in the enterprise value to revenue multiple inputs in isolation would have resulted in a significantly higher (lower) fair value measurement. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement.
GMIB Reinsurance Contract Asset, Amounts Due from Reinsurers and GMxB Derivative Features Liability
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.
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, GMIB NLG Reinsurance and liabilities 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 and liabilities.
The significant unobservable inputs used in the fair value measurement of the Company’s GMIBNLG liability and GMIB NLG Reinsurance are lapse rates, withdrawal rates, GMIB utilization rates, adjustment for Non-performancenon-performance risk and NLG forfeiture rates. NLG forfeiture rates are caused by excess withdrawals above the annual GMIB accrual rate that cause the NLG to expire. Significant decreases in lapse rates, NLG forfeiture rates, adjustment for non-performance risk and GMIB utilization rates would tend to increase the GMIBNLG liability and GMIB NLG Reinsurance, while decreases in withdrawal rates and volatility rates would tend to decrease the GMIBNLG liability.liability and GMIB NLG Reinsurance.
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.
AB Contingent Consideration Payable
As of September 30, 2020 and December 31, 2019, AB has acquisition-related contingent liabilities remaining with a fair value of $30 million and $23 million, respectively.
The liabilities were valued using expected revenue growth rates and discount rates. The expected revenue growth rates range from 0.7% to 50.0%, with a weighted average of 4.9%, calculated using cumulative revenues and range of revenue growth rates (excluding revenue growth from additional AUM contributed from existing clients). The discount rates ranged from 1.9% to 10.4% with a weighted average of 8.0%, calculated using total contingent liabilities and range of discount rates.

Carrying Value of Financial Instruments Not Otherwise Disclosed in Note 3 and Note 4
The carrying values and fair values at Septemberas of June 30, 20202021 and December 31, 20192020 for financial instruments not otherwise disclosed in Note 3 and Note 4 are presented in the table below.

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Notes to Consolidated Financial Statements (Unaudited), Continued

Carrying Values and Fair Values for Financial Instruments Not Otherwise Disclosed
Carrying
Value
Fair Value Carrying
Value
Fair Value
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
(in millions)(in millions)
September 30, 2020:
June 30, 2021:June 30, 2021:
Mortgage loans on real estateMortgage loans on real estate$12,802 $0 $0 $13,049 $13,049 Mortgage loans on real estate$13,384 $0 $0 $13,701 $13,701 
Policy loans(1)Policy loans(1)$4,123 $0 $0 $5,232 $5,232 Policy loans(1)$4,048 $0 $0 $5,122 $5,122 
Policyholders’ liabilities: Investment contracts(1)Policyholders’ liabilities: Investment contracts(1)$2,195 $0 $0 $2,425 $2,425 Policyholders’ liabilities: Investment contracts(1)$2,120 $0 $0 $2,272 $2,272 
FHLB funding agreements (1)FHLB funding agreements (1)$6,848 $0 $6,940 $0 $6,940 FHLB funding agreements (1)$8,213 $0 $8,279 $0 $8,279 
FABN funding agreements (2)FABN funding agreements (2)$1,143 $0 $1,168 $0 $1,168 FABN funding agreements (2)$4,736 $0 $4,738 $0 $4,738 
Short-term and long-term debt$4,114 $0 $4,750 $0 $4,750 
Short-term and long-term debt (2)Short-term and long-term debt (2)$3,838 $0 $4,640 $0 $4,640 
Separate Accounts liabilitiesSeparate Accounts liabilities$9,000 $0 $0 $9,000 $9,000 Separate Accounts liabilities$11,424 $0 $0 $11,424 $11,424 
December 31, 2019:
December 31, 2020:December 31, 2020:
Mortgage loans on real estateMortgage loans on real estate$12,107 $$$12,334 $12,334 Mortgage loans on real estate$13,159 $$$13,491 $13,491 
Policy loans (3)(1)Policy loans (3)(1)$3,735 $$$4,707 $4,707 Policy loans (3)(1)$4,118 $$$5,352 $5,352 
Policyholders’ liabilities: Investment contracts (3)(1)Policyholders’ liabilities: Investment contracts (3)(1)$2,056 $$$2,167 $2,167 Policyholders’ liabilities: Investment contracts (3)(1)$2,198 $$$2,416 $2,416 
FHLB funding agreements (1)FHLB funding agreements (1)$6,909 $$6,957 $$6,957 FHLB funding agreements (1)$6,897 $$6,990 $$6,990 
FABN funding agreementsFABN funding agreements$1,939 $$1,971 $$1,971 
Short-term and long-term debtShort-term and long-term debt$4,111 $$4,476 $$4,476 Short-term and long-term debt$4,115 $$5,065 $$5,065 
Separate Accounts liabilitiesSeparate Accounts liabilities$9,041 $$$9,041 $9,041 Separate Accounts liabilities$10,081 $$$10,081 $10,081 
_____________
(1)Federal Home Loan Bank of New York (“FHLB”)
(2)Funding Agreement Backed Notes Program (“FABN”)
(3)Excludes amounts reclassified as Held-for-Sale.HFS.

(2)
Excludes CLO short-term debt of $82 million, which is inclusive as fair valued within Notes issued by consolidated VIE’s, at fair value using the fair value option.
Mortgage Loans on Real Estate
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 based on the appropriate U.S. Treasury rate with a like term to the remaining term of the loan to which a spread reflective of the risk premium associated with the specific loan is added. 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.
Policy Loans
The fair value of policy loans is calculated by discounting expected cash flows based upon the U.S. Treasury yield curve and historical loan repayment patterns.
Short-term and Long-term Debt
The Company’s short-term debt primarily includes commercial paper with short-term maturities and carrying value approximates fair value. The fair values for the Company’s long-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.
FHLB Funding Agreements
The fair values of the Company’s FHLB funding agreements are determined by discounted cash flow analysis based on the indicative funding agreement rates published by the FHLB.
FABN Funding Agreements
The fair values of Equitable Financial’s FABN funding agreements are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

Policyholder Liabilities - Investment Contracts and Separate Accounts Liabilities
The fair values for deferred annuities and certain other annuities, which are included in Policyholders’ account balances, and liabilities for investment contracts with fund investments in Separate Accounts, 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 the Company’s association plans contracts, supplementary contracts not involving life contingencies, (“SCNILC”), Access Accounts and Escrow Shield Plus product reserves are held at book value.
Financial Instruments Exempt from Fair Value Disclosure or Otherwise Not Required to be Disclosed
Exempt from Fair Value Disclosure Requirements
Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts, limited partnerships accounted for under the equity method and pension and other postretirement obligations.
Otherwise Not Required to be Included in the Table Above
The Company’s investment in COLI policies are recorded at their cash surrender value and are therefore not required to be included in the table above. See Note 2 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2019 for further description of the Company’s accounting policy related to its investment in COLI policies.
9)8)    EMPLOYEE BENEFIT PLANS
Pension Plans
Holdings and Equitable Financial Retirement Plans
Holdings sponsors the MONY Life Retirement Income Security Plan for Employees and Equitable LifeFinancial sponsors the Equitable Retirement Plan (the “Equitable Financial QP”), both of which are frozen qualified defined benefit plans covering eligible employees and financial professionals. These pension plans are non-contributory, and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period. Holdings and Equitable Financial also sponsor certain nonqualified defined benefit plans, including the Equitable Excess Retirement Plan, that provide retirement benefits in excess of the amount permitted under the tax law for the qualified plans. Holdings has assumed primary liability for both the Equitable Financial QP and the Equitable Financial nonqualified defined benefit plans. Equitable Financial remains secondarily liable for its obligations under the Equitable Financial QP and its nonqualified defined benefits plans and would recognize such liability in the event Holdings does not perform.
AB Retirement Plans
AB maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AB in the United States prior to October 2, 2000 (the “AB Plan”). Benefits under the AB Plan are based on years of credited service, average final base salary, and primary Social Security benefits.

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
Net Periodic Pension Expense
Components of net periodic pension expense for the Company’s plans were as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
 (in millions)  (in millions)
Service costService cost$3 $$7 $Service cost$$$5 $
Interest costInterest cost23 30 68 91 Interest cost14 22 27 45 
Expected return on assetsExpected return on assets(36)(37)(110)(114)Expected return on assets(38)(35)(76)(74)
Prior Period Svc Cost AmortizationPrior Period Svc Cost Amortization(1)
Actuarial (gain) lossActuarial (gain) loss0 1 Actuarial (gain) loss1 
Net amortizationNet amortization27 26 82 74 Net amortization29 27 58 55 
Impact of Settlement4 4 
Net periodic pension expense$21 $21 $52 $60 
Net Periodic Pension ExpenseNet Periodic Pension Expense$7 $16 $14 $31 

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10)
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

9)    INCOME TAXES
Income tax expense for the three months and ninesix months ended SeptemberJune 30, 20202021 and 20192020 was computed using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. The estimated ETR is revised, as necessary, at the end of successive interim reporting periods.
11)10)    EQUITY
Preferred Stock
Preferred stock authorized, issued and outstanding was as follows:
September 30, 2020December 31, 2019June 30, 2021December 31, 2020
SeriesSeriesShares AuthorizedShares
Issued
Shares OutstandingShares AuthorizedShares
Issued
Shares OutstandingSeriesShares AuthorizedShares
 Issued
Shares OutstandingShares AuthorizedShares
 Issued
Shares Outstanding
Series A (1)Series A (1)32,000 32,000 32,000 32,000 32,000 32,000 Series A (1)32,000 32,000 32,000 32,000 32,000 32,000 
Series B (2)Series B (2)20,000 20,000 20,000 Series B (2)20,000 20,000 20,000 20,000 20,000 20,000 
Series CSeries C12,000 12,000 12,000 
TotalTotal52,000 52,000 52,000 32,000 32,000 32,000 Total64,000 64,000 64,000 52,000 52,000 52,000 

Series BC Fixed Rate Reset Noncumulative Perpetual Preferred Stock
On August 11, 2020,January 8, 2021, Holdings issued 500,00012,000,000 depositary shares, each representing a 1/25th1,000th interest in a share of the Company’s Series BC Fixed Rate Reset Noncumulative Perpetual Preferred Stock (“Series BC Preferred Stock”), $1.00 par value per share and liquidation preference of $25,000 per share, for aggregate net cash proceeds of $494$293 million ($500300 million gross). The Series BC Preferred Stock ranks senior to Holdings’ common stock and on parity with Holdings’ Series A Preferred Stock and Series B Preferred Stock with respect to the payment of dividends and liquidation. Holdings will pay dividends on the Series BC Preferred Stock on a noncumulative basis only when, as and if declared by the Company’s Board of Directors (or a duly authorized committee of the Board) and will be payable semi-annuallyquarterly in arrears, at an annual rate equal to the fixed rate of 4.950%, which is reset every 5 years starting on December 15, 2025 (“Reset Date”), at a rate per annum equal to the five-year U.S. Treasury Rate plus 4.736%4.3%.
In connection with the issuance of the depositary shares and the underlying Series B Preferred Stock, Holdings incurred $6 million of issuance costs, which have been recorded as a reduction of additional paid-in capital. The Series B Preferred Stock is redeemable at Holdings’ option in whole or in part, from time to time, during the three-month period prior to, and including, each Reset Date, at a redemption price equal to $25,000 per share of preferred stock, plus any declared and unpaid dividends. Furthermore, the preferred stock is redeemable at Holdings’ option, in whole but not in part at any time, within 90 days after the occurrence of certain rating agency events at a redemption price equal to $25,500 per share, plus any declared and unpaid dividends or after the occurrence of certain regulatory capital events at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends.
Preferred Stock
Dividends to Shareholders

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Notes to Consolidated Financial Statements (Unaudited), Continued
Dividends declared per share were as follows for the periods indicated:
Three Months Ended September 30,Nine months ended September 30,Three Months Ended June 30,Six months ended June 30,
20202019202020192021202020212020
Series A dividends declaredSeries A dividends declared$328.13 $$1,049.99 $Series A dividends declared$328.13 $328.13 $656.25 $721.87 
Series B dividends declaredSeries B dividends declared$0 $$0 $Series B dividends declared$618.75 $$618.75 $
Series C dividends declaredSeries C dividends declared$268.75 $$468.82 $
Common Stock
Dividends to Shareholders
Dividends declared per share of common stock were as follows for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Dividends declared$0.17 $0.15 $0.49 $0.43 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Dividends declared$0.18 $0.17 $0.35 $0.32 

Share Repurchase
On November 6, 2019, Holdings’ Board of Directors authorized a $400 million share repurchase program with an expiration date of December 31, 2020. On February 26, 2020, Holdings’ Board of Directors authorized an increase of $600 million to the capacity of this program as well as the extension of the term of the program until March 31, 2021. This program was exhausted in January 2021. On October 23, 2020, Holdings’ Board of Directors authorized an incremental $500 million of share repurchase in 2021, subject to the close of the Venerable Transaction. In addition,

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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

on February 17, 2021 Holdings announced that its Board of Directors had authorized a $1.0 billion share repurchase program. Under this program, Holdings may, from time to time, through March 31, 2021, purchase up to $1.0 billion of its common stock but it is not obligated to purchase any particular number of shares. Repurchases may be effected in the open market, through derivative, accelerated repurchase and other negotiated transactions and through prearranged trading plans complying with Rule 10b5-1(c) under the Securities Exchange ActAct. As of 1934, as amended (the “Exchange Act”).June 30, 2021, Holdings had authorized capacity of approximately $962 million remaining in its share repurchase program, which is inclusive of the $500 million related to the Venerable Transaction.
During the three and nine months ended September 30, 2020, Holdings repurchased 4.7a total of 8.2 million and 19.722.7 million shares of its common stock at an average price of $34.09 and $31.29 per share, respectively through open market repurchases, ASRs and privately negotiated transactions during the three and six months ended June 30, 2021.
During the three and six months ended June 30, 2021, Holdings repurchased 0 million and 3.2 million shares of its common stock through open market repurchases.
In January 2021, Holdings entered into an ASR with a third-party financial institution to repurchase an aggregate of $170 million of Holdings’ common stock. The ASR terminated during the first quarter of 2021, for a total of 6.3 million shares delivered. Shares repurchased under the ASR were retired upon receipt resulting in a reduction of Holdings’ total issued shares as of March 31, 2021.
In March 2021, Holdings entered into an ASR contract with a third-party financial institution to repurchase an aggregate of $200 million of Holdings’ common stock. Pursuant to the open market. AsASR, Holdings made a prepayment of September$200 million and received initial delivery of 4.9 million shares. The ASR terminated during May 2021, at which time additional shares of 1,123,025 were received.

On June 30, 2020,2021, Holdings had capacityestablished an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of approximately $270$300 million remaining in its stock repurchase program.of Holdings’ common stock. Pursuant to the ASR, on July 2, 2021, Holdings made a prepayment of $300 million to receive initial delivery of shares. The ASR is scheduled to terminate during the third quarter of 2021, at which time additional shares may be delivered or returned depending on the daily volume-weighted average price of Holdings’ common stock.

Accumulated Other Comprehensive Income (Loss)
AOCI represents cumulative gains (losses) on items that are not reflected in Netnet income (loss). The balances as of SeptemberJune 30, 20202021 and 2019December 31, 2020 follow:
September 30, June 30,December 31,
20202019 20212020
(in millions) (in millions)
Unrealized gains (losses) on investmentsUnrealized gains (losses) on investments$5,115 $2,459 Unrealized gains (losses) on investments$2,864 $4,797 
Defined benefit pension plansDefined benefit pension plans(912)(883)Defined benefit pension plans(880)(935)
Foreign currency translation adjustmentsForeign currency translation adjustments(56)(74)Foreign currency translation adjustments(38)(34)
Total accumulated other comprehensive income (loss)Total accumulated other comprehensive income (loss)4,148 1,502 Total accumulated other comprehensive income (loss)1,946 3,828 
Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interestLess: Accumulated other comprehensive income (loss) attributable to noncontrolling interest(40)(44)Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest(37)(35)
Accumulated other comprehensive income (loss) attributable to HoldingsAccumulated other comprehensive income (loss) attributable to Holdings$4,188 $1,546 Accumulated other comprehensive income (loss) attributable to Holdings$1,983 $3,863 


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

The components of OCI, net of taxes for the three months and ninesix months ended SeptemberJune 30, 20202021 and 20192020 follow:
Three Months Ended September 30,

Nine Months Ended September 30,Three Months Ended June 30,

Six Months Ended June 30,
2020201920202019 2021202020212020
(in millions) (in millions)
Change in net unrealized gains (losses) on investments:Change in net unrealized gains (losses) on investments:Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the periodNet unrealized gains (losses) arising during the period$309 $1,279 $4,675 $4,002 Net unrealized gains (losses) arising during the period$1,822 $2,853 $(2,237)$4,366 
(Gains) losses reclassified into net income (loss) during the period (1)(Gains) losses reclassified into net income (loss) during the period (1)(26)(158)(225)(153)(Gains) losses reclassified into net income (loss) during the period (1)(322)(152)(486)(199)
Net unrealized gains (losses) on investmentsNet unrealized gains (losses) on investments283 1,121 4,450 3,849 Net unrealized gains (losses) on investments1,500 2,701 (2,723)4,167 
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and otherAdjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other(54)(375)(1,177)(975)Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other(280)(1,087)790 (1,123)
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $61, $198, $870 and $759)229 746 3,273 2,874 
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $324, $429, $(514) and $809 )Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $324, $429, $(514) and $809 )1,220 1,614 (1,933)3,044 
Change in defined benefit plans:Change in defined benefit plans:Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic costReclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost21 18 71 85 Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost22 22 55 50 
Change in defined benefit plans (net of deferred income tax expense (benefit) of $6, $7, $19 and $25)21 18 71 85 
Change in defined benefit plans (net of deferred income tax expense (benefit) of $5, $6, $14 and $13)Change in defined benefit plans (net of deferred income tax expense (benefit) of $5, $6, $14 and $13)22 22 55 50 
Foreign currency translation adjustments:Foreign currency translation adjustments:Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the periodForeign currency translation gains (losses) arising during the period16 (12)1 (12)Foreign currency translation gains (losses) arising during the period2 (4)(15)
Foreign currency translation adjustmentForeign currency translation adjustment16 (12)1 (12)Foreign currency translation adjustment2 (4)(15)
Total other comprehensive income (loss), net of income taxesTotal other comprehensive income (loss), net of income taxes266 752 3,345 2,947 Total other comprehensive income (loss), net of income taxes1,244 1,642 (1,882)3,079 
Less: Other comprehensive income (loss) attributable to noncontrolling interestLess: Other comprehensive income (loss) attributable to noncontrolling interest6 (5)1 (7)Less: Other comprehensive income (loss) attributable to noncontrolling interest1 (2)(5)
Other comprehensive income (loss) attributable to HoldingsOther comprehensive income (loss) attributable to Holdings$260 $757 $3,344 $2,954 Other comprehensive income (loss) attributable to Holdings$1,243 $1,639 $(1,880)$3,084 
_______________
(1)See “Reclassification adjustments” in Note 3. Reclassification amounts presented net of income tax expense (benefit) of $(7)$85 million, $(42)$41 million, $(60)$129 million, and $(41)$53 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively
Investment gains and losses reclassified from AOCI to Netnet income (loss) primarily consist of realized gains (losses) on sales and credit losses of AFS securities and are included in Totaltotal investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to Netnet income (loss) as related to defined benefit plans primarily consist of amortization of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in Compensationcompensation and benefits in the consolidated statements of income (loss). Amounts presented in the table above are net of tax.
Permitted Statutory Accounting Practices
12)Equitable Financial was granted a permitted practice by the NYDFS to apply SSAP 108, Derivatives Hedging Variable Annuity Guarantees on a retroactive basis from January 1, 2021 through June 30, 2021, after reflecting the impacts of our reinsurance transaction with Venerable. Application of the permitted practice partially mitigates the Regulation 213 impact of the Venerable transaction on Equitable Financial’s statutory capital and surplus. The impact of the application of this permitted practice was an increase of approximately $1.5 billion in statutory surplus as of June 30, 2021, which will be amortized over 5 years. The permitted practice also resets Equitable Financial’s unassigned surplus to 0 as of June 30, 2021 to reflect the transformative nature of the Venerable transaction.


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued

11)    REDEEMABLE NONCONTROLLING INTEREST
The changes in the components of redeemable noncontrolling interests are presented in the table that follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
2020201920202019 2021202020212020
(in millions)(in millions)
Balance, beginning of periodBalance, beginning of period$87 $257 $365 $187 Balance, beginning of period$137 $257 $143 $365 
Net earnings (loss) attributable to redeemable noncontrolling interestsNet earnings (loss) attributable to redeemable noncontrolling interests1 (4)26 Net earnings (loss) attributable to redeemable noncontrolling interests4 25 (5)
Purchase/change of redeemable noncontrolling interestsPurchase/change of redeemable noncontrolling interests7 74 (266)125 Purchase/change of redeemable noncontrolling interests(99)(195)(105)(273)
Balance, end of periodBalance, end of period$95 $338 $95 $338 Balance, end of period$42 $87 $42 $87 


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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
13)12)    COMMITMENTS AND CONTINGENT LIABILITIES
Litigation and Regulatory Matters
Litigation, regulatory and other loss contingencies arise in the ordinary course of the Company’s activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek, or they may be required only to state an amount sufficient to meet a court’s jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, cost of insurance increases, payments of death benefits and the reporting and escheatment of unclaimed property, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters.
As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.
The outcome of a litigation or regulatory matter is difficult to predict, and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company’s litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company’s results of operations or cash flows in a particular quarterly or annual period.
For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of SeptemberJune 30, 2020,2021, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $100$150 million.
For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and

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Notes to Consolidated Financial Statements (Unaudited), Continued

annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company’s accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.
In August 2015, a lawsuit was filed in Connecticut Superior Court Judicial Division of New Haven entitled Richard T. O’Donnell, on behalf of himself and all others similarly situated v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action on behalf of all persons who purchased variable annuities from Equitable Financial, which were subsequently subjected to the volatility management strategy and who suffered injury as a result thereof. Plaintiff asserts a claim for breach of contract alleging that Equitable Financial implemented the volatility management strategy in violation of applicable law. Plaintiff seeks an award of damages individually and on a classwide basis, and costs and disbursements, including attorneys’ fees, expert witness fees and other costs. In November 2015, the Connecticut Federal District Courtcase was transferred this action to the United States District Court for the Southern District
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EQUITABLE HOLDINGS, INC.
Notes to Consolidated Financial Statements (Unaudited), Continued
of New York. In March 2017, the Southern District of New York and, in 2018, transferred back to Connecticut Superior Court. In August 2019, the court granted Equitable Financial’s motion to dismiss the complaint. In April 2017, the plaintiff filed a notice of appeal. In April 2018, the United States Court of Appeals for the Second Circuit reversed the trial court’s decision with instructions to remand the case to Connecticut state court. In September 2018, the Second Circuit issued its mandate, following Equitable Financial’s notification to the court that it would not file a petition for writ of certiorari. The case was transferred in December 2018 to the Connecticut Superior Court, Judicial District of Stamford. In December 2018, Equitable Financialstrike, which sought dismissal of the complaint, by filing a motion to strike, which the court grantedand in August 2019.September 2019, Plaintiff filed an Amended Class Action Complaint in September 2019.Complaint. Equitable Financial filed a motionrenewed motions to strike and to dismiss and for an entry of judgment in October 2019. OnIn August 3, 2020, the court granted Equitable Financial’s motion for entry of judgment. In August 2020, Plaintiff filed a notice of appeal. We are vigorously defending this matter.
In February 2016, a lawsuit was filed in the United States District Court for the Southern District of New York entitled Brach Family Foundation, Inc. v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action brought on behalf of all owners of universal life (“UL”)UL policies subject to Equitable Financial’s COI rate increase. In early 2016, Equitable Financial raised COI rates for certain UL policies issued between 2004 and 2007,2008, which had both issue ages 70 and above and a current face value amount of $1 million and above. A second putative class action was filed in Arizona in 2017 and consolidated with the Brach matter. The current consolidated amended class action complaint alleges the following claims: breach of contract; misrepresentations by Equitable Financial in violation of Section 4226 of the New York Insurance Law; violations of New York General Business Law Section 349; and violations of the California Unfair Competition Law, and the California Elder Abuse Statute. Plaintiffs seek: (a) compensatory damages, costs, and, pre- and post-judgment interest; (b) with respect to their claim concerning Section 4226, a penalty in the amount of premiums paid by the plaintiffs and the putative class; and (c) injunctive relief and attorneys’ fees in connection with their statutory claims. In August 2020, the federal district court issued a decision granting in part Brach Plaintiffs’ motion for class certification. The court certifiedcertifying nationwide breach of contract and Section 4226 classes, and a New York State Section 349 class, and class notice has gone out.class. Equitable Financial has commenced settlement discussions with the Brach class action plaintiffs through a non-binding mediation process. No assurances can be given about the outcome of that mediation process. Separately, a substantial number of policy owners have opted out of the Brach class action and are not participating in that mediation process. Most have not yet filed a petition seeking permission to appeal the decision to certify the Section 4226 class and New York State Section 349 class. NaNsuit. Others filed suit previously. They include 5 other federal actions challenging the COI rate increase that are also pending against Equitable Financial and have been coordinated with the Brach action for the purposes of pre-trial activities. They contain allegations similar to those in the Brach action as well as additional allegations for violations of various states’ consumer protection statutes and common law fraud. NaN actions are also pending against Equitable Financial in New York state court. Equitable Financial is vigorously defending each of these matters.
Pre-Capitalized Trust Securities (“P-Caps”)
In April 2019, pursuant to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representativeAs with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the several initial purchasers,products and practices of the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completedCompany or the issuance and salefinancial services industry. It is the practice of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, togetherthe Company to cooperate fully in these matters. For example, among other matters, the Company has been cooperating with the 2029 Trust,U.S. Securities and Exchange Commission (the “SEC”) concerning the “Trusts”), completedSEC’s investigation into the issuanceCompany’s non-ERISA K-12 403(b) and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps”457 sales and together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.disclosure practices.
The P-Caps are an off-balance sheet contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a ten-year period (in the case of the 2029 Trust) or over a thirty-year period (in the case of the 2049 Trust) to issue senior notes to the Trusts. The Trusts each invested the proceeds from the sale of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities. In return, Holdings will pay a semi-annual facility fee to the 2029 Trust and 2049 Trust calculated at a rate of 2.125% and 2.715% per annum, respectively, which will be applied to the unexercised portion of the contingent funding arrangement and Holdings will reimburse the Trusts for certain expenses. The facility fees are recorded in Other operating costs and expenses in the Consolidated Statements of Income (Loss).
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Notes to Consolidated Financial Statements (Unaudited), Continued
Obligations under Funding Agreements
Pre-Capitalized Trust Securities (“P-Caps”)
In April 2019, pursuant to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers, and the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, together with the 2029 Trust, the “Trusts”), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps” and, together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.
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Notes to Consolidated Financial Statements (Unaudited), Continued

The P-Caps are an off-balance sheet contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a ten-year period (in the case of the 2029 Trust) or over a thirty-year period (in the case of the 2049 Trust) to issue senior notes to the Trusts. The Trusts each invested the proceeds from the sale of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities. In return, Holdings will pay a semi-annual facility fee to the 2029 Trust and 2049 Trust calculated at a rate of 2.125% and 2.715% per annum, respectively, which will be applied to the unexercised portion of the contingent funding arrangement and Holdings will reimburse the Trusts for certain expenses. The facility fees are recorded in Other operating costs and expenses in the Consolidated Statements of Income (Loss).
Federal Home Loan Bank of New York
As a member of the FHLB, Equitable Financial has access to collateralized borrowings. It also may issue funding agreements to the FHLB. Both the collateralized borrowings and funding agreements would require Equitable Financial to pledge qualified mortgage-backed assets and/or government securities as collateral. Equitable Financial issues short-term funding agreements to the FHLB and uses the funds for asset, liability, and cash management purposes. Equitable Financial issues long-term funding agreements to the FHLB and uses the funds for spread lending purposes.
Entering into FHLB membership, borrowings and funding agreements requires the ownership of FHLB stock and the pledge of assets as collateral. Equitable Financial has purchased FHLB stock of $320$382 million and pledged collateral with a carrying value of $8.7$10.8 billion as of SeptemberJune 30, 2020. 2021. 
Funding agreements are reported in Policyholders’policyholders’ account balances in the consolidated balance sheets. For other instruments used for asset/liability and cash management purposes, see “Derivative and offsetting assets and liabilities” included in Note 4. The table below summarizes the Company’s activity of funding agreements with the FHLB.
Change in FHLB Funding Agreements during the NineSix Months Ended SeptemberJune 30, 20202021
Outstanding Balance at December 31, 2019Issued During the PeriodRepaid During the PeriodLong-term Agreements Maturing Within One YearLong-term Agreements Maturing Within Five YearsOutstanding Balance at September 30, 2020Outstanding Balance at December 31, 2020Issued During the PeriodRepaid During the PeriodLong-term Agreements Maturing Within One YearLong-term Agreements Maturing Within Five YearsOutstanding Balance at June 30, 2021
(in millions)(in millions)
Short-term funding agreements:Short-term funding agreements:Short-term funding agreements:
Due in one year or lessDue in one year or less$4,608 $34,298 $34,358 $490 $0 $5,038 Due in one year or less$5,634 $32,276 $30,948 $227 $0 $7,189 
Long-term funding agreements:Long-term funding agreements:Long-term funding agreements:
Due in years two through fiveDue in years two through five1,646 0 0 (490)112 1,268 Due in years two through five722 0 0 (227)409 904 
Due in more than five yearsDue in more than five years646 0 0 0 (112)534 Due in more than five years534 0 0 0 (409)125 
Total long-term funding agreementsTotal long-term funding agreements2,292 0 0 (490)0 1,802 Total long-term funding agreements1,256 0 0 (227)0 1,029 
Total funding agreements (1)Total funding agreements (1)$6,900 $34,298 $34,358 $0 $0 $6,840 Total funding agreements (1)$6,890 $32,276 $30,948 $0 $0 $8,218 
_____________
(1)The $8$6 million and $9$7 million difference between the funding agreements carrying value shown in fair value table for SeptemberJune 30, 20202021 and December 31, 2019,2020, respectively, reflects the remaining amortization of a hedge implemented and closed, which locked in the funding agreements borrowing rates.
Funding Agreement-Backed Notes Program
Under the FABN program, Equitable Financial may issue funding agreements in U.S. dollar or other foreign currencies to a Delaware special purpose statutory trust (the “Trust”) in exchange for the proceeds from issuances of fixed and floating rate medium-term marketable notes issued by the Trust from time to time (the “Trust notes”). The funding agreements have matching interest, maturity and maturitycurrency payment terms to the applicable Trust notes. The Company hedges the foreign currency exposure of foreign currency denominated funding agreements using cross currency swaps as discussed in Note 4. As of May 2021, the maximum aggregate principal amount of Trust notes permitted to be outstanding at any one time is $5$10 billion. Funding agreements issued to the Trust, including any foreign currency transaction adjustments, are reported in policyholders’ account balances in the consolidated balance sheets. The table below summarizes Equitable Financial’s activity of funding agreements under the FABN. Foreign currency transaction adjustments to policyholder’s account balances are recognized in net income (loss) as an
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Notes to Consolidated Financial Statements (Unaudited), Continued

adjustment to interest credited to policyholders’ account balances and are offset in interest credited to policyholders’ account balances by a release of AOCI from deferred changes in fair value of designated and qualifying cross currency swap cash flow hedges. The table below summarizes the Equitable Financial’s activity of funding agreements under the FABN.

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Notes to Consolidated Financial Statements (Unaudited), Continued
Change in FABN Funding Agreements during the NineSix Months Ended SeptemberJune 30, 2020
2021
Outstanding Balance at December 31, 2019Issued During the PeriodRepaid During the PeriodLong-term agreements maturing within one yearLong-term Agreements Maturing Within Five YearsOutstanding Balance at September 30, 2020Outstanding Balance at December 31, 2020Issued During the PeriodRepaid During the PeriodLong-term Agreements Maturing Within One YearLong-term Agreements Maturing Within Five YearsForeign Currency Transaction AdjustmentOutstanding Balance at June 30,
2021
(in millions)(in millions)
Short-term funding agreements:Short-term funding agreements:Short-term funding agreements:
Due in one year or lessDue in one year or less0 $0 $0 $0 $0 $0 Due in one year or less$0 $0 $0 $0 $0 $0 $0 
Long-term funding agreements:Long-term funding agreements:Long-term funding agreements:
Due in years two through fiveDue in years two through five650 0 0 0 650 Due in years two through five1,150 1,000 0 0 0 0 2,150 
Due in more than five yearsDue in more than five years500 0 0 0 500 Due in more than five years800 1,809 0 0 0 (17)2,592 
Total long-term funding agreementsTotal long-term funding agreements1,150 0 0 0 1,150 Total long-term funding agreements1,950 2,809 0 0 0 (17)4,742 
Total funding agreements (1)Total funding agreements (1)$$1,150 $0 $0 $0 $1,150 Total funding agreements (1)$1,950 $2,809 $0 $0 $0 $(17)$4,742 
_____________
(1)The$7The $23 million and $11 million difference between the funding agreements notional value shown and carrying value table at Septemberas of June 30, 2021 and December 31, 2020, respectively, reflects the remaining amortization of the issuance cost of the funding agreements.agreements and the foreign currency transaction adjustment.
Credit Facilities
The Company hasHoldings Revolving Credit Facility
In February 2018, Holdings entered into a $2.5 billion five-yearfive-year senior unsecured revolving credit facility with a syndicate of banks. In June 2021, Holdings entered into an amended and restated revolving credit agreement, which lowered the facility amount to $1.5 billion and extended the maturity date to June 24, 2026, among other changes. The revolving credit facility has a sub-limit of $1.5 billion for the issuance of letters of credit issued to support the Company’s life insurance business reinsured by EQ AZ Life Re Company “EQ AZ Life Re” and to support the third-party GMxB variable annuity business retroceded to CS Life RE Company “CS Life RE”.Re. As of SeptemberJune 30, 2020, $150 million and $4252021, the Company had $205 million of undrawn letters of credit have been issued out of the $1.5 billion sub-limit for ACS Life and Equitable Financial respectively, as beneficiaries. beneficiary.
Bilateral Letter of Credit Facilities
In addition toFebruary 2018, the lettersCompany entered into bilateral letter of credit issued underfacilities, each guaranteed by Holdings, with an aggregate principal amount of approximately $1.9 billion, with multiple counterparties. In June 2021, Holdings entered into amendments with each of the $2.5 billionissuers of its bilateral letter of credit facilities to effect changes similar to those effected in the amended and restated revolving credit agreement. The respective facility aslimits of September 30, 2020, $1.9 billion of undrawn lettersthe bilateral letter of credit have been issued related to reinsurance assumedfacilities remained unchanged. These facilities support the life insurance business reinsured by EQ AZ Life Re from Equitable FinancialRe. The HSBC facility matures on February 16, 2024 and Equitable Financial Life Insurance Companythe rest of America “EFLOA”.the facilities mature on February 16, 2026.
Guarantees and Other Commitments
The Company provides certain guarantees or commitments to affiliates and others. At SeptemberAs of June 30, 2020,2021, these arrangements include commitments by the Company to provide equity financing of $1.3$1.4 billion (including $217$182 million with affiliates) to certain limited partnerships and real estate joint ventures under certain conditions. Management believes the Company will not incur material losses as a result of these commitments.
The Company had $17 million of undrawn letters of credit related to reinsurance as of June 30, 2021. The Company had $543 million of commitments under existing mortgage loan agreements as of June 30, 2021.
The Company 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, the Company owns single premium annuities issued by previously wholly-owned life insurance subsidiaries. The Company has directed payment
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Notes to Consolidated Financial Statements (Unaudited), Continued

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 the Company to satisfy those obligations is remote.
The Company had $17 million of undrawn letters of credit related to reinsurance at September 30, 2020. The Company had $469 million of commitments under existing mortgage loan agreements at September 30, 2020.
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Notes to Consolidated Financial Statements (Unaudited), Continued
14)13)    BUSINESS SEGMENT INFORMATION
The Company has 4 reportable segments: Individual Retirement, Group Retirement, Investment Management and Research and Protection Solutions.
These segments reflect the manner by which the Company’s chief operating decision maker views and manages the business. A brief description of these segments follows:
The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.
The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.
The Investment Management and Research segment provides diversified investment management, research and related solutions globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth Management - and distributes its institutional research products and solutions through Bernstein Research Services.
The Protection Solutions segment includes our life insurance and group employee benefits businesses. Our life insurance business offers a variety of variable universal life, universal lifeVUL, UL and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group employee benefits business offers a suite of dental, vision, life, and short- and long-term disability and other insurance products to small and medium-size businesses across the United States.
Measurement
Operating earnings (loss) is the financial measure which primarily focuses on the Company’s segments’ results of operations as well as the underlying profitability of the Company’s core business. By excluding items that can be distortive and unpredictable such as investment gains (losses) and investment income (loss) from derivative instruments, the Company believes Operatingoperating earnings (loss) by segment enhances the understanding of the Company’s underlying drivers of profitability and trends in the Company’s segments.
Operating earnings is calculated by adjusting each segment’s Netnet income (loss) attributable to Holdings for the following items:
Items related to variable annuity product features, which include: (i) certain changes in the fair value of the derivatives and other securities we use to hedge these features; (ii) the effect of benefit ratio unlock adjustments, related toincluding extraordinary economic conditions or events such as COVID-19; and (iii) changes in the fair value of the embedded derivatives reflected within variable annuity products’ net derivative results and the impact of these items on DAC amortization on our SCS product.product;
Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;
Other adjustments, which includesprimarily include restructuring costs related to severance lease write-offsand separation, COVID-19 related to non-recurring restructuring activities, separation costsimpacts, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses associated with equity securities and impacts related to COVID-19;certain legal accruals; and
Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period.
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Notes to Consolidated Financial Statements (Unaudited), Continued

Revenues derived from any customer did not exceed 10% of revenues for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
The table below presents Operatingoperating earnings (loss) by segment and Corporate and Other and a reconciliation to Netnet income (loss) attributable to Holdings for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively:
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Notes to Consolidated Financial Statements (Unaudited), Continued
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2020201920202019 2021202020212020
(in millions)(in millions)
Net income (loss) attributable to HoldingsNet income (loss) attributable to Holdings$(779)$(374)$590 $(818)Net income (loss) attributable to Holdings$123 $(4,019)$(1,365)$1,369 
Adjustments related to:Adjustments related to:Adjustments related to:
Variable annuity product features (1)Variable annuity product features (1)1,620 1,431 473 3,167 Variable annuity product features (1)1,193 5,722 3,460 (1,147)
Investment (gains) lossesInvestment (gains) losses(17)(199)(190)(176)Investment (gains) losses(420)(169)(603)(173)
Net actuarial (gains) losses related to pension and other postretirement benefit obligationsNet actuarial (gains) losses related to pension and other postretirement benefit obligations31 24 86 72 Net actuarial (gains) losses related to pension and other postretirement benefit obligations26 28 60 55 
Other adjustments (2) (3)66 73 836 200 
Other adjustments (2) (3) (4)Other adjustments (2) (3) (4)7 75 531 770 
Income tax expense (benefit) related to above adjustments (4)(5)Income tax expense (benefit) related to above adjustments (4)(5)(357)(278)(253)(685)Income tax expense (benefit) related to above adjustments (4)(5)(171)(1,188)(726)104 
Non-recurring tax itemsNon-recurring tax items4 (4)12 (56)Non-recurring tax items0 1 
Non-GAAP Operating Earnings$568 $673 $1,554 $1,704 
Non-GAAP operating earningsNon-GAAP operating earnings$758 $451 $1,358 $986 
Operating earnings (loss) by segment:Operating earnings (loss) by segment:Operating earnings (loss) by segment:
Individual RetirementIndividual Retirement$371 $465 $1,094 $1,206 Individual Retirement$414 $350 $777 $723 
Group RetirementGroup Retirement$129 $105 $325 $281 Group Retirement$171 $90 $322 $196 
Investment Management and ResearchInvestment Management and Research$104 $93 $291 $250 Investment Management and Research$126 $92 $247 $187 
Protection SolutionsProtection Solutions$51 $100 $88 $207 Protection Solutions$63 $(12)$104 $37 
Corporate and Other (5)(6)Corporate and Other (5)(6)$(87)$(90)$(244)$(240)Corporate and Other (5)(6)$(16)$(69)$(92)$(157)
______________
(1)Includes COVID-19 impact on Variablevariable annuity product features due to a first quarter 2020 assumption update of $1.5 billion and other COVID-19 related impacts of $35 million for the ninesix months ended SeptemberJune 30, 2020.2020.
(2)Includes COVID-19 impact on Otherother adjustments due to a first quarter 2020 assumption update of $1,049 million$1.0 billion and other COVID-19 related impacts of $35 million and $86 million for the ninethree and six months ended SeptemberJune 30, 2020.2020.
(3)Include separation costs of $37$16 million, $39 million,$108 $37 million and $121$71 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
(4)Includes certain legal accruals related to the COI litigation of $180 million for the six months ended June 30, 2021. No adjustments were made to prior period operating earnings as the impact was immaterial.
(5)Includes income taxes of $7 million and $554 million for the above COVID-19 items for the ninethree and six months ended SeptemberJune 30, 2020.2020.
(5)(6)Includes interest expense and financing fees of $56$57 million, $59$52 million, $164$115 million and $170$108 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Segment revenues is a measure of the Company’s revenue by segment as adjusted to exclude certain items. The following table reconciles segment revenues to total revenues by excluding the following items:
Items related to variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within the net derivative results of variable annuity product features;
Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
Other adjustments, which primarily includes net derivative gains (losses) on certain Non-GMxB derivatives and net investment income (loss) from certain derivative instruments, excluding derivative instruments used to hedge risksitems including consolidated VIE investments, seed capital mark-to-market adjustments and unrealized gain/losses associated with interest margins on interest sensitive life and annuity contracts and freestanding and embedded derivatives associated with products with GMxB features.equity securities.
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Notes to Consolidated Financial Statements (Unaudited), Continued

The table below presents segment revenues for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2020201920202019 2021202020212020
(in millions)(in millions)
Segment revenues:Segment revenues:Segment revenues:
Individual Retirement (1)Individual Retirement (1)$1,079 $1,181 $3,352 $3,253 Individual Retirement (1)$979 $800 $1,959 $2,273 
Group Retirement (1)Group Retirement (1)301 273 829 791 Group Retirement (1)346 246 675 528 
Investment Management and Research (2)Investment Management and Research (2)899 872 2,650 2,500 Investment Management and Research (2)1,072 844 2,076 1,751 
Protection Solutions (1)Protection Solutions (1)751 855 2,344 2,524 Protection Solutions (1)832 728 1,658 1,593 
Corporate and Other (1)Corporate and Other (1)300 302 881 914 Corporate and Other (1)386 270 720 581 
Adjustments related to:Adjustments related to:Adjustments related to:
Variable annuity product featuresVariable annuity product features(1,512)(608)1,160 (2,244)Variable annuity product features(1,212)(5,673)(3,494)2,672 
Investment gains (losses), netInvestment gains (losses), net17 199 190 176 Investment gains (losses), net420 169 603 173 
Other adjustments to segment revenues (3)Other adjustments to segment revenues (3)5 493 29 Other adjustments to segment revenues (3)127 66 (94)488 
Total revenuesTotal revenues$1,840 $3,078 $11,899 $7,943 Total revenues$2,950 $(2,550)$4,103 $10,059 
______________
(1)Includes investment expenses charged by AB of $20 million, $17 million, $18 million, $51$39 million and $57$35 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, for services provided to the Company.
(2)Inter-segment investment management and other fees of $28$32 million, $26$27 million, $82$62 million and $77$54 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively, are included in segment revenues of the Investment Management and Research segment.
(3)Includes COVID-19 impact on other adjustments due to an assumption update of $46 million for the six months ended June 30, 2020 and other COVID-19 related impacts of $21 million and $(30) million for the ninethree and six months ended SeptemberJune 30, 2020.2020.
The table below presents total assets by segment as of SeptemberJune 30, 20202021 and December 31, 2019:2020:
September 30, 2020December 31, 2019 June 30, 2021December 31, 2020
(in millions)(in millions)
Total assets by segment:Total assets by segment:Total assets by segment:
Individual Retirement(1)Individual Retirement(1)$129,265 $123,627 Individual Retirement(1)$144,528 $135,764 
Group RetirementGroup Retirement47,745 43,590 Group Retirement53,211 51,466 
Investment Management and ResearchInvestment Management and Research10,736 10,170 Investment Management and Research10,435 11,179 
Protection SolutionsProtection Solutions47,166 46,832 Protection Solutions47,602 48,568 
Corporate and OtherCorporate and Other27,584 25,599 Corporate and Other30,206 28,420 
Total assetsTotal assets$262,496 $249,818 Total assets$285,982 $275,397 
______________
(1) Increase in Individual Retirement as of June 30, 2021 is primarily due to Amounts due from Reinsurers related to ceded reserves on the Venerable transaction (see Note 1 Organization).

15)14)    EARNINGS PER COMMON SHARE
The following table presents a reconciliation of Net income (loss) and Weighted-average common shares used in calculating basic and diluted Earnings per common share for the periods indicated:
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Notes to Consolidated Financial Statements (Unaudited), Continued

Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2020201920202019 2021202020212020
(in millions)(in millions)
Weighted-average common shares outstanding:Weighted-average common shares outstanding:Weighted-average common shares outstanding:
Weighted-average common shares outstanding basic
Weighted-average common shares outstanding basic
447.5 490.4 453.0 499.8 
Weighted-average common shares outstanding basic
424.2 450.4 429.2 455.8 
Effect of dilutive potential common shares:Effect of dilutive potential common shares:Effect of dilutive potential common shares:
Employee share awards (1)Employee share awards (1)0 1.1 Employee share awards (1)4.1 0 1.4 
Weighted-average common shares outstanding — diluted (2) (3)447.5 490.4 454.1 499.8 
Weighted-average common shares outstanding — diluted (2)Weighted-average common shares outstanding — diluted (2)428.3 450.4 429.2 457.1 
Net income (loss):Net income (loss):Net income (loss):
Net income (loss)Net income (loss)(705)$(306)$787 $(617)Net income (loss)$223 $(3,933)$(1,177)$1,492 
Less: Net income (loss) attributable to the noncontrolling interestLess: Net income (loss) attributable to the noncontrolling interest74 68 197 201 Less: Net income (loss) attributable to the noncontrolling interest100 86 188 123 
Net income (loss) attributable to HoldingsNet income (loss) attributable to Holdings(779)(374)590 (818)Net income (loss) attributable to Holdings123 (4,019)(1,365)1,369 
Less: Preferred stock dividendsLess: Preferred stock dividends11 0 34 Less: Preferred stock dividends26 10 39 23 
Net income (loss) available to Holdings’ common shareholdersNet income (loss) available to Holdings’ common shareholders$(790)$(374)$556 $(818)Net income (loss) available to Holdings’ common shareholders$97 $(4,029)$(1,404)$1,346 
Earnings per common share:Earnings per common share:Earnings per common share:
BasicBasic$(1.77)$(0.76)$1.23 $(1.64)Basic$0.23 $(8.94)$(3.27)$2.95 
DilutedDiluted$(1.77)$(0.76)$1.22 $(1.64)Diluted$0.23 $(8.94)$(3.27)$2.94 
_____________
(1)Calculated using the treasury stock method.
(2)Due to net loss for the six months ended June 30, 2021 and three months ended SeptemberJune 30, 2020 and three and nine months ended September 30, 2019 , approximately 1.53.9 million and 1.0 million and 0.8 million more shares, respectively,share awards were excluded from the diluted earnings per common share calculation than would have been excluded as being anti-dilutive under the treasury stock method.
(3)Weighted-average common shares outstanding - diluted may not foot precisely due to rounding.EPS calculation.
For the three months and ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019, 8.24.5 million, 8.48.6 million, 4.68.3 million and 6.28.0 million of outstanding stock awards, respectively, were not included in the computation of diluted earnings per share because their effect was anti-dilutive.

15)     HELD-FOR-SALE:
Assets and liabilities related to the business classified as HFS are separately reported in the Consolidated Balance Sheets beginning in the period in which the business is classified as HFS.
Corporate Solutions Life Reinsurance Company
On October 27, 2020, Holdings entered into a Master Transaction Agreement with VIAC. See note 1 of the financial statements for further information. As a result of the agreement, an estimated impairment loss of $15 million, net of income tax, was recorded for the year ended December 31, 2020 and is included in investment gains (losses), net in the consolidated statements of income (loss). The transaction closed on June 1, 2021 with a gain on sale, net of income tax, of less than $1 million. Accordingly, the Company recovered the impairment previously recorded, thus reflecting a gain of $15 million for the six months ended June 30, 2021.
As of December 31, 2020, assets of CS Life and CS Life Re to be sold, net of the estimated impairment loss accrual, was $470 million which is reported in assets HFS and total liabilities of $322 million was reported in liabilities HFS. The assets and liabilities HFS are reported in the Corporate and Other segment.
The following table summarizes the components of assets and liabilities HFS on the Consolidated Balance Sheets as of December 31, 2020:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNotes to Consolidated Financial Statements (Unaudited), Continued

December 31,
2020
(in millions)
Assets:
Fixed maturity securities$235 
Trading securities, at fair value189 
Other invested assets
Cash and cash equivalents39 
Other assets25 
Assets held-for-sale489 
Less: Loss accrual(19)
Total assets held-for-sale$470 
Liabilities:
Future policy benefits and other policyholder's liabilities:$320 
Broker-dealer related payables
Other liabilities
Total liabilities held-for-sale$322 
16)    REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
The Company identified certain errors primarily related to the calculation of actuarially determined insurance contract assets and liabilities that impacted previously issued consolidated financial statements. Management evaluated these adjustments and concluded they were not material to any previously reported quarterly or annual financial statements. In order to improve the consistency and comparability of the financial statements, management revised the financial statements and related disclosures to correct these errors as shown below.
Management assessed the materiality of this change within prior period financial statements based upon SEC Staff Accounting Bulletin Number 99, Materiality, which is since codified in Accounting Standards Codification ("ASC")ASC 250, Accounting Changes and Error Corrections. The prior period comparative financial statements that are presented herein have been revised.
The following tables present line items for prior period financial statements that have been affected by the revision. For these line items, the tables detail the amounts as previously reported, the impact upon those line items due to the revision, and the amounts as currently revised within the financial statements.

June 30, 2020March 31, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Balance Sheet:
ASSETS
Other invested assets2,280 2,280 2,112 12 2,124 
Deferred policy acquisition costs4,182 (92)4,090 4,809 (112)4,697 
Total Assets$254,110 $(92)$254,018 $240,781 $(100)$240,681 
LIABILITIES
Future policy benefits and other policyholders’ liabilities41,476 30 41,506 37,968 33 38,001 
Current and deferred income taxes1,848 (26)1,822 2,355 (28)2,327 
Total Liabilities$234,889 $$234,893 $218,884 $$218,889 
EQUITY
Retained earnings12,995 (96)12,899 17,112 (105)17,007 
Total equity attributable to Holdings17,594 (96)17,498 20,086 (105)19,981 
Total Equity19,134 (96)19,038 21,640 (105)21,535 
Total Liabilities, Redeemable Noncontrolling Interest and Equity$254,110 $(92)$254,018 $240,781 $(100)$240,681 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019December 31, 2018
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Balance Sheet:
ASSETS
Deferred policy acquisition costs5,890 (53)5,837 6,745 (40)6,705 
GMIB reinsurance contract asset, at fair value2,139 2,139 1,732 1,734 
Other assets3,799 3,800 3,127 20 3,147 
Total Assets$249,870 $(52)$249,818 $220,797 $(18)$220,779 
LIABILITIES
Future policy benefits and other policyholders’ liabilities34,587 48 34,635 30,998 79 31,077 
Current and deferred income taxes549 (21)528 68��(33)35 
Total Liabilities$234,379 $27 $234,406 $205,178 $46 $205,224 
EQUITY
Retained earnings11,827 (83)11,744 13,989 (52)13,937 
Accumulated other comprehensive income (loss)840 844 (1,396)(12)(1,408)
Total equity attributable to Holdings13,535 (79)13,456 13,866 (64)13,802 
Total Equity15,126 (79)15,047 15,432 (64)15,368 
Total Liabilities, Redeemable Noncontrolling Interest and Equity$249,870 $(52)$249,818 $220,797 $(18)$220,779 






67

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$879 $(2)$877 $1,870 $$1,873 
Net derivative gains (losses)(6,033)(5)(6,038)3,368 (6)3,362 
Net investment income (loss)1,035 (13)1,022 1,651 1,651 
Other Income124 124 280 (1)279 
Total revenues(2,530)(20)(2,550)10,063 (4)10,059 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits746 (10)736 3,534 (22)3,512 
Amortization of deferred policy acquisition costs183 (21)162 1,431 34 1,465 
Other operating costs and expenses434 434 871 872 
Total benefits and other deductions2,489 (31)2,458 8,195 13 8,208 
Income (loss) from continuing operations, before income taxes(5,019)11 (5,008)1,868 (17)1,851 
Income tax (expense) benefit1,077 (2)1,075 (363)(359)
Net income (loss)(3,942)(3,933)1,505 (13)1,492 
Net income (loss) attributable to Holdings$(4,028)$$(4,019)$1,382 $(13)$1,369 
EARNINGS PER COMMON SHARE
Basic$(8.96)$0.02 $(8.94)$2.98 $(0.03)$2.95 
Diluted$(8.96)$0.02 $(8.94)$2.97 $(0.03)$2.94 

68

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2020
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$991 $$996 
Net derivative gains (losses)9,401 (1)9,400 
Net investment income (loss)616 13 629 
Other Income156 (1)155 
Total revenues12,593 16 12,609 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits2,788 (12)2,776 
Amortization of deferred policy acquisition costs1,248 55 1,303 
Other operating costs and expenses437 438 
Total benefits and other deductions5,706 44 5,750 
Income (loss) from continuing operations, before income taxes6,887 (28)6,859 
Income tax (expense) benefit(1,440)(1,434)
Net income (loss)5,447 (22)5,425 
Net income (loss) attributable to Holdings$5,410 $(22)$5,388 
EARNINGS PER COMMON SHARE
Basic$11.71 $(0.05)$11.66 
Diluted$11.65 $(0.05)$11.60 

Year Ended December 31, 2019Year Ended December 31, 2018
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$3,738 $40 $3,778 $3,824 $10 $3,834 
Net derivative gains (losses)(4,000)(12)(4,012)(231)(19)(250)
Total revenues9,591 28 9,619 12,078 (9)12,069 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits4,370 15 4,385 2,915 (59)2,856 
Interest credited to policyholders' account balances1,241 22 1,263 1,090 (23)1,067 
Commissions and distribution related payments1,242 1,242 1,160 1,165 
Amortization of deferred policy acquisition costs579 18 597 333 38 371 
Other operating costs and expenses1,892 (2)1,890 1,809 1,810 
Total benefits and other deductions11,626 53 11,679 9,617 (38)9,579 
Income (loss) from continuing operations, before income taxes(2,035)(25)(2,060)2,461 29 2,490 
Income tax (expense) benefit599 (6)593 (307)(301)
Net income (loss)(1,436)(31)(1,467)2,154 35 2,189 
Net income (loss) attributable to Holdings$(1,733)$(31)$(1,764)$1,820 $35 $1,855 
EARNINGS PER COMMON SHARE
Basic$(3.51)$(0.06)$(3.57)$3.27 $0.06 $3.33 
Diluted$(3.51)$(0.06)$(3.57)$3.27 $0.06 $3.33 
69

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$929 $51 $980 $2,801 $46 $2,847 
Net derivative gains (losses)(451)(2)(453)(2,317)(6)(2,323)
Other Income142 143 408 409 
Total revenues3,028 50 3,078 7,902 41 7,943 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits1,757 (22)1,735 3,533 18 3,551 
Interest credited to policyholders' account balances304 16 320 922 22 944 
Amortization of deferred policy acquisition costs85 43 128 460 29 489 
Total benefits and other deductions3,468 37 3,505 8,825 69 8,894 
Income (loss) from continuing operations, before income taxes(440)13 (427)(923)(28)(951)
Income tax (expense) benefit124 (3)121 328 334 
Net income (loss)(316)10 (306)(595)(22)(617)
Net income (loss) attributable to Holdings$(384)$10 $(374)$(796)$(22)$(818)
EARNINGS PER COMMON SHARE
Basic$(0.78)$0.02 $(0.76)$(1.59)$(0.05)$(1.64)
Diluted$(0.78)$0.02 $(0.76)$(1.59)$(0.05)$(1.64)

June 30, 2020
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Balance Sheet:
Assets:
Deferred policy acquisition costs4,182 (92)4,090 
Total Assets$254,110 $(92)$254,018 
Liabilities:
Future policy benefits and other policyholders’ liabilities41,476 30 41,506 
Current and deferred income taxes1,848 (26)1,822 
Total Liabilities$234,889 $$234,893 
EQUITY
Retained earnings12,995 (96)12,899 
Total equity attributable to Holdings17,594 (96)17,498 
Total Equity19,134 (96)19,038 
Total Liabilities, Redeemable Noncontrolling Interest and Equity$254,110 $(92)$254,018 

Three Months Ended June 30, 2019Six Months Ended June 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$941 $(3)$938 $1,872 $(5)$1,867 
Net derivative gains (losses)(236)(1)(237)(1,866)(4)(1,870)
Total revenues3,160 (4)3,156 4,874 (9)4,865 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits896 (1)895 1,776 40 1,816 
Interest credited to policyholders' account balances314 317 618 624 
Amortization of deferred policy acquisition costs177 (2)175 375 (14)361 
Other operating costs and expenses456 (1)455 866 866 
Total benefits and other deductions2,719 (1)2,718 5,357 32 5,389 
Income (loss) from continuing operations, before income taxes441 (3)438 (483)(41)(524)
Income tax (expense) benefit(11)(10)204 213 
Net income (loss)430 (2)428 (279)(32)(311)
Net income (loss) attributable to Holdings$363 $(2)$361 $(412)$(32)$(444)
EARNINGS PER COMMON SHARE
Basic$0.74 $$0.74 $(0.82)$(0.06)$(0.88)
Diluted$0.74 $(0.01)$0.73 $(0.82)$(0.06)$(0.88)

Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$879 $(2)$877 $1,870 $$1,873 
Net derivative gains (losses)(6,033)(5)(6,038)3,368 (6)3,362 
Net investment income (loss)1,035 (13)1,022 1,651 1,651 
Other Income124 124 280 (1)279 
Total revenues(2,530)(20)(2,550)10,063 (4)10,059 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits746 (10)736 3,534 (22)3,512 
Amortization of deferred policy acquisition costs183 (21)162 1,431 34 1,465 
Other operating costs and expenses434 434 871 872 
Total benefits and other deductions2,489 (31)2,458 8,195 13 8,208 
Income (loss) from continuing operations, before income taxes(5,019)11 (5,008)1,868 (17)1,851 
Income tax (expense) benefit1,077 (2)1,075 (363)(359)
Net income (loss)(3,942)(3,933)1,505 (13)1,492 
Net income (loss) attributable to Holdings$(4,028)$$(4,019)$1,382 $(13)$1,369 
EARNINGS PER COMMON SHARE
Basic$(8.96)$0.02 $(8.94)$2.98 $(0.03)$2.95 
Diluted$(8.96)$0.02 $(8.94)$2.97 $(0.03)$2.94 


70

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2019
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Income (Loss)
REVENUES
Policy charges and fee income$931 $(2)$929 
Net derivative gains (losses)(1,630)(3)(1,633)
Total revenues1,714 (5)1,709 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits880 41 921 
Interest credited to policyholders' account balances304 307 
Amortization of deferred policy acquisition costs198 (12)186 
Other operating costs and expenses410 411 
Total benefits and other deductions2,638 33 2,671 
Income (loss) from continuing operations, before income taxes(924)(38)(962)
Income tax (expense) benefit215 223 
Net income (loss)(709)(30)(739)
Net income (loss) attributable to Holdings$(775)$(30)$(805)
EARNINGS PER COMMON SHARE
Basic$(1.50)$(0.05)$(1.55)
Diluted$(1.50)$(0.05)$(1.55)
Year Ended December 31, 2017
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Income (Loss):
REVENUES
Policy charges and fee income$3,693 $(7)$3,686 
Net derivative gains (losses)214 (23)191 
Total revenues$12,460 $(30)$12,430 
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits4,366 14 4,380 
Commissions and distribution related payments1,081 1,088 
Amortization of deferred policy acquisition costs503 12 515 
Total benefits and other deductions11,154 33 11,187 
Income (loss) from continuing operations, before income taxes1,306 (63)1,243 
Income tax (expense) benefit(49)(42)
Net income (loss)1,257 (56)1,201 
Net income (loss) attributable to Holdings834 (56)778 
Net income (loss) available to Holdings’ common shareholders$834 $(56)$778 
EARNINGS PER COMMON SHARE
Basic$1.49 $(0.10)$1.39 
Diluted$1.48 $(0.09)$1.39 

71

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$(3,942)$$(3,933)$1,505 $(13)$1,492 
Other comprehensive income1,642 1,642 3,083 (4)3,079 
Comprehensive income (loss)(2,300)(2,291)4,588 (17)4,571 
Comprehensive income (loss) attributable to Holdings$(2,389)$$(2,380)$4,470 $(17)$4,453 

72

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2020
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$5,447 $(22)$5,425 
Change in unrealized gains (losses), net of reclassification adjustment1,434 (4)1,430 
Other comprehensive income1,441 (4)1,437 
Comprehensive income (loss)6,888 (26)6,862 
Comprehensive income (loss) attributable to Holdings$6,859 $(26)$6,833 

Year Ended December 31, 2019Year Ended December 31, 2018
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$(1,436)$(31)$(1,467)$2,154 $35 $2,189 
Foreign currency translation adjustment(37)(32)
Change in unrealized gains (losses), net of reclassification adjustment2,242 16 2,258 (1,329)(1,326)
Other comprehensive income2,232 16 2,248 (1,177)(1,169)
Comprehensive income (loss)796 (15)781 977 43 1,020 
Comprehensive income (loss) attributable to Holdings$503 $(15)$488 $628 $43 $671 

Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$(316)$10 $(306)$(595)$(22)$(617)
Change in unrealized gains (losses), net of reclassification adjustment581 165 746 2,784 90 2,874 
Other comprehensive income587 165 752 2,857 90 2,947 
Comprehensive income (loss)271 175 446 2,262 68 2,330 
Comprehensive income (loss) attributable to Holdings$208 $175 $383 $2,068 $68 $2,136 

Three Months Ended June 30, 2019Six Months Ended June 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$430 $(2)$428 $(279)$(32)$(311)
Change in unrealized gains (losses), net of reclassification adjustment1,369 (77)1,292 2,203 (75)2,128 
Other comprehensive income1,388 (77)1,311 2,270 (75)2,195 
Comprehensive income (loss)1,818 (79)1,739 1,991 (107)1,884 
Comprehensive income (loss) attributable to Holdings$1,752 $(79)$1,673 $1,860 $(107)$1,753 

73

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2019
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$(709)$(30)$(739)
Change in unrealized gains (losses), net of reclassification adjustment834 836 
Other comprehensive income882 884 
Comprehensive income (loss)173 (28)145 
Comprehensive income (loss) attributable to Holdings$108 $(28)$80 

Year Ended December 31, 2017
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income:
Net income (loss)$1,257 $(56)$1,201 
Foreign currency translation adjustment$42 $(3)$39 
Change in unrealized gains (losses), net of reclassification adjustment690 (18)672 
Other comprehensive income832 (21)811 
Comprehensive income (loss)2,089 (77)2,012 
Comprehensive income (loss) attributable to Holdings1,647 (77)1,570 

74

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Retained earnings, beginning of year$17,112 $(105)$17,007 $11,827 $(83)$11,744 
Net income (loss) attributable to Holdings(4,028)(4,019)1,382 (13)1,369 
Retained earnings, end of period$12,995 $(96)$12,899 $12,995 $(96)$12,899 
Total Holdings’ equity, end of period$17,594 $(96)$17,498 $17,594 $(96)$17,498 
Total equity, end of period$19,134 $(96)$19,038 $19,134 $(96)$19,038 

75

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2020
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Retained earnings, beginning of year$11,827 $(83)$11,744 
Net income (loss) attributable to Holdings5,410 (22)5,388 
Retained earnings, end of period$17,112 $(105)$17,007 
Total Holdings’ equity, end of period$20,086 $(105)$19,981 
Total equity, end of period$21,640 $(105)$21,535 

Year Ended December 31, 2019Year Ended December 31, 2018
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Retained earnings, beginning of year$13,989 $(52)$13,937 $12,225 $(87)$12,138 
Net income (loss) attributable to Holdings(1,733)(31)(1,764)1,820 35 1,855 
Retained earnings, end of year$11,827 $(83)$11,744 $13,989 $(52)$13,937 
Accumulated other comprehensive income (loss), beginning of year$(1,396)$(12)$(1,408)$(108)$(20)$(128)
Other comprehensive income (loss)2,236 16 2,252 (1,192)(1,184)
Accumulated other comprehensive income (loss), end of year$840 $$844 $(1,396)$(12)$(1,408)
Total Holdings’ equity, end of year$13,535 $(79)$13,456 $13,866 $(64)$13,802 
Total equity, end of year$15,126 $(79)$15,047 $15,432 $(64)$15,368 
Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Retained earnings, beginning of year$13,293 $(84)$13,209 $13,989 $(52)$13,937 
Net income (loss) attributable to Holdings(384)10 (374)(796)(22)(818)
Retained earnings, end of period$12,835 $(74)$12,761 $12,835 $(74)$12,761 
Accumulated other comprehensive income (loss), beginning of year$876 $(87)$789 $(1,396)$(12)$(1,408)
Other comprehensive income (loss)592 165 757 2,864 90 2,954 
Accumulated other comprehensive income (loss), end of period$1,468 $78 $1,546 $1,468 $78 $1,546 
Total Holdings’ equity, end of period$14,936 $$14,940 $14,936 $$14,940 
Total equity, end of period$16,478 $$16,482 $16,478 $$16,482 

76

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended June 30, 2019Six Months Ended June 30, 2019
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Additional paid-in capital, beginning of year1,881 1,882 1,908 1,908 
Other(8)(1)(9)(16)(16)
Additional paid-in capital, end of period$1,901 $$1,901 $1,901 $$1,901 
Retained earnings, beginning of year$13,004 $(82)$12,922 $13,989 $(52)$13,937 
Net income (loss) attributable to Holdings363 (2)361 (412)(32)(444)
Retained earnings, end of period$13,293 $(84)$13,209 $13,293 $(84)$13,209 
Accumulated other comprehensive income (loss), beginning of year$(513)$(10)$(523)$(1,396)$(12)$(1,408)
Other comprehensive income (loss)1,389 (77)1,312 2,272 (75)2,197 
Accumulated other comprehensive income (loss), end of period$876 $(87)$789 $876 $(87)$789 
Total Holdings’ equity, end of period$14,843 $(171)$14,672 $14,843 $(171)$14,672 
Total equity, end of period$16,388 $(171)$16,217 $16,388 $(171)$16,217 

Three Months Ended March 31, 2019
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Other(8)(7)
Additional paid-in capital, end of period$1,881 $$1,882 
Retained earnings, beginning of year$13,989 $(52)$13,937 
Net income (loss) attributable to Holdings(775)(30)(805)
Retained earnings, end of period$13,004 $(82)$12,922 
Accumulated other comprehensive income (loss), beginning of year$(1,396)$(12)$(1,408)
Other comprehensive income (loss)883 885 
Accumulated other comprehensive income (loss), end of period$(513)$(10)$(523)
Total Holdings’ equity, end of period$13,143 $(91)$13,052 
Total equity, end of period$14,682 $(91)$14,591 
Year Ended December 31, 2017
As Previously ReportedImpact of RevisionsAs Revised
(in millions)
Consolidated Statements of Equity:
Retained earnings, beginning of year$11,391 $(31)$11,360 
Net income (loss) attributable to Holdings834 (56)778 
Retained earnings, end of period$12,225 $(87)$12,138 
Accumulated other comprehensive income (loss), beginning of year$(921)$$(920)
Other comprehensive income (loss)813 (21)792 
Accumulated other comprehensive income (loss), end of period$(108)$(20)$(128)
Total Holdings’ equity, end of period$13,421 $(107)$13,314 
Total equity, end of period$16,518 $(107)$16,411 

Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)$(3,942)$$(3,933)$1,505 $(13)$1,492 
Change in unrealized gains (losses), net of reclassification adjustment1,614 1,614 3,048 (4)3,044 
Other comprehensive income1,642 1,642 3,083 (4)3,079 
Comprehensive income (loss)(2,300)(2,291)4,588 (17)4,571 
Comprehensive income (loss) attributable to Holdings$(2,389)$$(2,380)$4,470 $(17)$4,453 


77

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2020Three Months Ended March 31, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Cash Flows:
Cash flows from operating activities:
Net income (loss)$1,505 $(13)$1,492 $5,447 $(22)$5,425 
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Policy charges and fee income(1,870)(3)(1,873)(991)(5)(996)
Net derivative (gains) losses(3,368)(3,362)(9,401)(9,400)
Amortization and depreciation1,506 34 1,540 1,275 55 1,330 
Future policy benefits1,828 (21)1,807 1,936 (11)1,925 
Current and deferred income taxes482 (4)478 1,425 (5)1,420 
Other, net(329)(328)(448)(1)(449)
Net cash provided by (used in) operating activities$(548)$$(548)$(582)$12 $(570)
Cash flows from financing activities:
Policyholders’ account balances:
Change in collateralized pledged assets60 60 44 (1)43 
Change in collateralized pledged liabilities239 239 657 (11)646 
Net cash provided by (used in) financing activities$2,891 $$2,891 $(13)$(12)$(13)
Cash and cash equivalents, end of period$8,364 $$8,364 $10,315 $$10,315 
Three Months Ended June 30, 2020Six Months Ended June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Equity:
Retained earnings, beginning of year$17,112 $(105)$17,007 $11,827 $(83)$11,744 
Net income (loss) attributable to Holdings(4,028)(4,019)1,382 (13)1,369 
Retained earnings, end of period$12,995 $(96)$12,899 $12,995 $(96)$12,899 
Total Holdings’ equity, end of period17,594 (96)17,498 17,594 (96)17,498 
Total equity, end of period$19,134 $(96)$19,038 $19,134 $(96)$19,038 

Year Ended December 31, 2019Year Ended December 31, 2018
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Cash Flows:
Cash flows from operating activities:
Net income (loss)$(1,436)$(31)$(1,467)$2,154 $35 $2,189 
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Policy charges and fee income(3,738)(40)(3,778)(3,824)(10)(3,834)
Interest credited to policyholders' account balances1,241 22 1,263 1,090 (23)1,067 
Net derivative (gains) losses4,000��12 4,012 231 19 250 
Amortization and depreciation657 18 675 257 39 296 
Capitalization of DAC(754)(754)(702)(697)
Future policy benefits947 15 962 (399)(59)(458)
Current and deferred income taxes(108)(102)633 (6)627 
Other, net(162)(2)(164)(222)(222)
Net cash provided by (used in) operating activities$(216)$$(216)$61 $$61 
Cash and cash equivalents, end of year$4,405 $$4,405 $4,469 $$4,469 

78

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 2019Six Months Ended June 30, 2019June 30, 2020
As Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs RevisedAs Previously
Reported
Impact of RevisionsAs Revised
(in millions)(in millions)
Consolidated Statement of Cash Flows:Consolidated Statement of Cash Flows:Consolidated Statement of Cash Flows:
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net income (loss)Net income (loss)$(595)$(22)$(617)$(279)$(32)$(311)Net income (loss)$1,505 $(13)$1,492 
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Policy charges and fee incomePolicy charges and fee income(2,801)(46)(2,847)(1,872)(1,867)Policy charges and fee income(1,870)(3)(1,873)
Interest credited to policyholders' account balances922 22 944 618 624 
Net derivative (gains) lossesNet derivative (gains) losses2,317 2,323 1,866 1,870 Net derivative (gains) losses(3,368)(3,362)
Amortization and depreciationAmortization and depreciation535 29 564 433 (13)420 Amortization and depreciation1,506 34 1,540 
Changes in:Changes in:Changes in:
Future policy benefitsFuture policy benefits925 18 943 40 41 Future policy benefits1,828 (21)1,807 
Current and deferred income taxesCurrent and deferred income taxes36 (6)30 23 (9)14 Current and deferred income taxes482 (4)478 
Other, netOther, net(86)(1)(87)(58)(1)(59)Other, net(329)(328)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities$(292)$$(292)$(425)$$(425)Net cash provided by (used in) operating activities$(548)$$(548)
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$4,471 $$4,471 $4,734 $$4,734 Cash and cash equivalents, end of period$8,364 $$8,364 

Three Months Ended March 31, 2019
As Previously
Reported
Impact of RevisionsAs Revised
(in millions)
Consolidated Statement of Cash Flows:
Cash flows from operating activities:
Net income (loss)$(709)$(30)$(739)
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Policy charges and fee income(931)(929)
Interest credited to policyholders' account balances304 307 
Net derivative (gains) losses1,630 1,633 
Amortization and depreciation239 (12)227 
Future policy benefits22 42 64 
Current and deferred income taxes183 (8)175 
Net cash provided by (used in) operating activities$(109)$$(109)
Cash and cash equivalents, end of period$5,129 $$5,129 

Year Ended December 31, 2017
As Previously ReportedImpact of RevisionsAs Revised
(in millions)
Consolidated Statement of Cash Flows:
Cash flows from operating activities:
Net income (loss)$1,257 $(56)$1,201 
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Policy charges and fee income(3,693)(3,686)
Net derivative (gains) losses(214)23 (191)
Amortization and depreciation399 (13)386 
Capitalization of DAC(687)24 (663)
Future policy benefits1,097 14 1,111 
Current and deferred income taxes(10)(9)
Net cash provided by (used in) operating activities$(243)$$(243)
Cash and cash equivalents, end of year$4,814 $$4,814 
79

EQUITABLE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17)     SUBSEQUENT EVENTS
Funding Agreement-Backed Notes
On October 27, 2020, Holdings entered into a Master Transaction Agreement with Venerable Insurance and Annuity Company (“VIAC”), and Venerable Holdings, Inc., a Delaware corporation. VIAC will acquire all of the shares of the capital stock of Corporate Solutions Life Reinsurance Company (“CSLRC”), and, immediately following such sale,July 12, 2021, Equitable Financial will enter into a coinsurance and modified coinsurancecompleted its inaugural $500 million sustainable financing issuance. Pursuant to the FABN program discussed in Note 12, the issuance was offered in the form of funding agreement pursuant to whichbacked notes through Equitable Financial will cede to CSLRC, onLife Global Funding, having a combined coinsurancefixed interest rate of 1.30% per annum and modified coinsurance basis, legacy variable annuity policies sold by Equitable Financial between 2006-2008 supported by general account assets of approximately $12 billion (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees. Equitable Financial will reinsure the separate accounts relating to the Block on a modified coinsurance basis. Equitable Financial will also acquire a surplus notematuring in aggregate principal amount of $50 million issued by VIAC in the transaction.

July 2026.
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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in its entirety and in conjunction with the consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 20192020 (“20192020 Form 10-K”).
In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Regarding Forward-Looking Statements and Information. Investors are directed to consider the risks and uncertainties discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as in other documents we have filed with the SEC.
Executive Summary
Overview
We are one of America’s leading financial services companies, providing: (i) advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations; and (ii) a wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for clients worldwide.
We manage our business through four segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. We report certain activities and items that are not included in these segments in Corporate and Other. See Note 1413 of the Notes to the Consolidated Financial Statements for further information on our segments.
We benefit from our complementary mix of businesses. This business mix provides diversity in our earnings sources, which helps offset fluctuations in market conditions and variability in business results, while offering growth opportunities.
Reinsurance of Legacy Variable Annuity Block and Sale of Runoff Variable Annuity Reinsurance Entity
On October 27, 2020,June 1, 2021, Holdings entered into a Master Transaction Agreement (the “MTA”) with Venerable Insurance and Annuity Company, an insurance company domiciled in Iowa (“VIAC”), and Venerable Holdings, Inc., a Delaware corporation (“Venerable”), pursuant to which, among other things, VIAC will acquire all of the shares of the capital stockcompleted its previously announced sale of Corporate Solutions Life Reinsurance Company, an insurance company domiciled in Delaware and wholly owned subsidiary of the Company (“CSLRC”), to Venerable Insurance and Annuity Company, an insurance company domiciled in Iowa (“VIAC”), pursuant to the Master Transaction Agreement, dated October 27, 2020 (the “Master Transaction Agreement”), among the Company, VIAC and, solely with respect to Article XIV thereof, Venerable Holdings, Inc., a Delaware corporation (“Venerable”). Prior
Pursuant to the Master Transaction Agreement, immediately prior to the closing of the Transaction, CSLRC will affecteffected the recapture of all of the business that is currentlywas ceded to CS Life Re Company, an insurance company domiciled in Arizona and wholly owned subsidiary of CSLRC (“Reinsurance Subsidiary”), and the dissolution or sale, transfer or distribution ofsold 100% of the equity of the Reinsurance Subsidiary.Subsidiary to another wholly owned subsidiary of the Company.
VIAC paid the Company a cash purchase price of $215 million for CSLRC at closing. The post-closing true-up adjustment is expected to be immaterial. VIAC also issued a surplus note in aggregate principal amount of $50 million to Equitable Financial Life Insurance Company, a New York-domiciled life insurance company and a wholly owned subsidiary of Holdings, for cash consideration.
Immediately following the saleclosing of CSLRC,the Transaction, CSLRC and Equitable Financial will enterentered into a coinsurance and modified coinsurance agreement (the “Reinsurance Agreement”), pursuant to which Equitable Financial will cedeceded to CSLRC, on a combined coinsurance and modified coinsurance basis, legacy variable annuity policies sold by Equitable Financial between 2006-2008 supported by general account assets of approximately $12 billion (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees. At the closing of the Transaction, CSLRC will depositdeposited assets supporting the general account liabilities relating to the Block into a trust account for the benefit of Equitable Financial, which assets will secure its obligations to Equitable Financial under the Reinsurance Agreement. Equitable FinancialAt the closing of the Transaction, AllianceBernstein L.P., a subsidiary of the Company (“AB”), entered into an investment advisory agreement with CSLRC pursuant to which AB will reinsureserve as the separate accounts relatingpreferred investment manager of the general account assets transferred to the Block ontrust account. The Company transferred assets of $9.5billion, including primarily available for sale securities and cash, to a collateral trust account as the consideration for the reinsurance transaction. In addition, we recorded $9.6 billion of direct insurance liabilities ceded under the reinsurance contract, of which $5.3 billion is accounted at fair value, as the reinsurance of
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GMxB with no lapse guarantee riders are embedded derivatives. Additionally, $16.9 billion of Separate Account liabilities were ceded under a modified coinsurance basis. At closing, VIAC will contribute additional assets toportion of the trust such that trust assets will exceed the liabilities they secure. Venerable will provide a holding company guarantee of CSLRC’s obligation to Equitable Financial under the Reinsurance Agreement. agreement.
In addition, upon the investment of assets in the trust account will be subject to investment guidelines and certain capital adequacy related triggers will strengthen the requirementscompletion of the trust. The Reinsurance Agreement also contains additional counterparty risk management and mitigation provisions.
As partTransaction, Equitable Investment Management Group, LLC, a wholly owned subsidiary of the transaction, the Company, is in discussions to acquire a 9.9%acquired an approximate 9.09% equity interest in Venerable’s parent holding company, VA Capital Company LLC. In connection with such investment, Equitable Investment Management Group, LLC which may includewill have the right to designate a board seat, subject to reaching an agreement on the termsmember of the investment.
Based on estimates asBoard of June 30, 2020, theManagers of VA Capital Company expects to realize approximately $1.2 billion in value from the transaction, which includes an anticipated capital release of approximately $800 million, a positive ceding commission in respect of the Block reinsurance transaction and consideration payable by VIAC for the acquisition of CSLRC totaling
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approximately $300 million, subject to adjustment, and approximately $100 million in tax benefits. Equitable Financial will also acquire a surplus note in aggregate principal amount of $50 million issued by VIAC.
Under the terms of the MTA, at closing of the transactions, ABLP will enter into an investment advisory agreement with CSLRC pursuant to which ABLP will serve as the preferred investment manager for approximately 80%, relative to assets currently managed by ABLP, of the general account assets transferred to the trust account for, subject to certain provisions, a minimum of five years. Equitable Financial will continue to administer the Block.
The transaction is expected to close in the second quarter of 2021. The consummation of the closing under the MTA is subject to the satisfaction or waiver of customary closing conditions specified in the MTA, including, among other things, (i) the receipt of required regulatory approvals, without imposing a burdensome condition, (ii) the expiration or termination of the applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) absence of a material adverse effect on Venerable (in the case of the Company) or CSLRC (in the case of Venerable and VIAC), in each case subject to certain exceptions and qualifications.
LLC.
COVID-19 Impact
TheWe continue to closely monitor developments related to the COVID-19 pandemic has negatively impacted the U.S. and global economies. In the third quarter, financial markets continued to experience significant volatility and unemployment levels remained high. The pandemicpandemic. Vaccine distribution continues to evolveprogress in the U.S., and while certain states and municipalities have re-opened, others are pausing re-opening plans or reinstating lockdowns due to surges in COVID-19 cases.United States, and municipalitiesmany government-imposed restrictions have instituted varying plans for in-person instruction at schools, but surging national infectionbeen reduced or removed. Despite this progress, the extent of the pandemic’s impact on us will depend on future developments that remain highly uncertain, including slowing COVID-19 vaccination rates and the possibilityefficacy of a localized outbreak create uncertainty and threaten continued in-person instruction. Thevaccines against COVID-19 variant strains. It is not possible to predict or estimate the longer-term effects fromof the pandemic, are likelyor any additional actions taken to persist for months to come. Governments aroundcontain or address the world continued to implement economic stimulus measures that are intended to steady businesses and consumers until economic activity and financial markets meaningfully recover. The timing and magnitude of any such recovery, however, remains uncertain.
As a financial services company, factors such as the volatility and strength of equity markets, interest rates, consumer spending, and government debt and spending all affect the business and economic environment and, ultimately, the amount and profitability of our business. During the current economic downturn, the demand for our products and services and our investment returns could be materially and adversely affected. In addition, the growing number of COVID-19 related deaths could have an adverse effect on our insurance business due to increased mortality and, in certain cases, morbidity rates.
To date, COVID-related impacts, including adverse mortality experience, have been manageable and below initial expectations. In response to the current environment, we are adapting our processes to meet client needs. For example, we have modified our underwriting policies to offer a fluid-less, touchless process to help more clients access the protection they need. In addition, we have accelerated our digital adoption programs, leading to improved outcomes for clients, advisors, and the company. With schools closed and an uncertain outlook on reopening, we have developed digital tools and enhanced our remote engagement with our educator clients, which is resulting in improved retention and increases in retirement plan contributions.
Action taken by state insurance departments, including the NYDFS, to require insurers to offer flexible premium payment plans, relax payment dates, waive late fees and penalties in order to avoid canceling or non-renewing polices may negatively affect our results of operations. Additionally, the profitability of many of our retirement, protection and investment products depends in partpandemic, on the value of the AUM supporting them, which has declinedeconomy and may continue to decline substantially depending on any of the foregoing conditions. The ongoing economic impact and the potential for continued volatility and declines in the capital markets could have a significant adverse effect on our business, results of operations, and financial condition, particularly if economic activity and financialincluding the impact on our investment portfolio or the need for us to revisit or revise targets previously provided to the markets do not recover and/or recover slowly.
While the COVID-19 pandemic significantly affected the capital markets and economy, we believe the actions we have previously taken help assure that our economic balance sheet is protected from interest rate and equity declines. These actions include redesigning our product portfolio to concentrate on offering less capital intensive products and implementing a hedging strategy that manages and protects against the economic risks associated with our in-force GMxB products. In addition to our hedging strategy, we employ various other methods to manage the risksaspects of our in-force variable annuity products, including asset-liability matching, volatility management tools within the Separate Accounts and an active in-force management program, including buyout offers for certain products. Our General Account was impacted both from declining interest rates, which had a positive effect on fair value, and sharply increased credit spreads, which had a negative impact on fair value. Due to the General Account’s exposure to U.S. government bonds and credit quality of the portfolio, we feel that our balance sheet is well positioned to withstand the extreme volatility in the capital markets.
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In light of the unprecedented decline in long-term interest rates in the first quarter of 2020, we updated our long-term GAAP interest rate assumption to grade from current rates over 10-years to the 5-year historical average (currently 2.25%). For additional information, see “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes.”
Operationally, we acted quickly and implemented our risk management and contingency plans as the COVID-19 pandemic evolved. For example, among other things, we implemented travel restrictions, imposed self-quarantine requirements for employees and advisors who were exposed to someone who tested positive or had traveled to certain countries with active COVID-19 outbreaks and, finally, we temporarily closed our corporate locations and advisor branch offices. As a result, most of our employees and advisors are currently working remotely. The remote working arrangement has detracted from the ability of our advisors to sell our products in the normal course and, as a result, the demand for our products and services has been adversely impacted and could decline further as the pandemic persists. We are also mindful that an extended period of remote work arrangements could strain our business continuity plans, introduce additional operational risk, including cybersecurity and privacy risks, and impair our ability to effectively manage our business.
While the COVID-19 pandemic has negatively impacted our business and financial results, the extent and nature of its full financial impact cannot reasonably be estimated at this time due to the uncertainty as to the severity and duration of the pandemic.model. For additional information regarding the potential impacts of the COVID-19 pandemic and action we have taken to mitigate certain impacts, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and Economy—The novel coronavirus (COVID-19) pandemic has adversely impacted our businesspandemic”, “Management’s Discussion and could materially adversely affect our business, resultsAnalysis of operation or financial conditionFinancial Condition and Results of Operations—Executive Summary—COVID-19 Impact” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General Account Investment Portfolio” in the future.” in our Forms 10-Q for the quarters ended March 31, 2020 and June 30, 2020.Form 10-K.
Revenues
Our revenues come from three principal sources:
fee income derived from our retirement and protection products and our investment management and research services;
services;
premiums from our traditional life insurance and annuity products; and
investment income from our General Account investment portfolio.
Our fee income varies directly in relation to the amount of the underlying AV or benefit base of our retirement and protection products and the amount of AUM of our Investment Management and Research business. AV and AUM, each as defined in “Key Operating Measures,” are influenced by changes in economic conditions, primarily equity market returns, as well as net flows. Our premium income is driven by the growth in new policies written and the persistency of our in-force policies, both of which are influenced by a combination of factors, including our efforts to attract and retain customers and market conditions that influence demand for our products. Our investment income is driven by the yield on our General Account investment portfolio and is impacted by the prevailing level of interest rates as we reinvest cash associated with maturing investments and net flows to the portfolio.
Benefits and Other Deductions
Our primary expenses are:
policyholders’ benefits and interest credited to policyholders’ account balances;
sales commissions and compensation paid to intermediaries and advisors that distribute our products and services; and
compensation and benefits provided to our employees and other operating expenses.
Policyholders’ benefits are driven primarily by mortality, customer withdrawals, and benefits which change in response to changes in capital market conditions. In addition, some of our policyholders’ benefits are directly tied to the AV and benefit base of our variable annuity products. Interest credited to policyholders varies in relation to the amount of the underlying AV or benefit base. Sales commissions and compensation paid to intermediaries and advisors vary in relation to premium and fee income generated from these sources, whereas compensation and benefits to our employees are more constant and impacted by market wages and decline with increases in efficiency. Our ability to manage these expenses across various economic cycles and products is critical to the profitability of our company.
Net Income Volatility
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Net Income Volatility
We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. Changes in the values of the derivatives associated with these programs due to equity market and interest rate movements are recognized in the periods in which they occur while corresponding changes in offsetting liabilities not measured at fair value are recognized over time. This results in net income volatility as further described below. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMIB Reinsurance on Results.”
In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in higher net income volatility on a period-over-period basis.
Due to the impacts on our net income of equity market and interest rate movements and other items that are not part of the underlying profitability drivers of our business, we evaluate and manage our business performance using Non-GAAP Operating Earnings,operating earnings, a non-GAAP financial measure that is intended to remove these impacts from our results. See “—Key Operating Measures—Non-GAAP Operating Earnings.
Significant Factors Impacting Our Results
The following significant factors have impacted, and may in the future impact, our financial condition, results of operations or cash flows.
Impact of Hedging and GMIBGMxB Reinsurance on Results
We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. These programs include:
Variable annuity hedging programs. We use a dynamic hedging program (within this program, generally, we reevaluate our economic exposure at least daily and rebalance our hedge positions accordingly) to mitigate certain risks associated with the GMxB features that are embedded in our liabilities for our variable annuity products. This program utilizes various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in the equity markets and interest rates. Although this program is designed to provide a measure of economic protection against the impact of adverse market conditions, it does not qualify for hedge accounting treatment. Accordingly, changes in value of the derivatives will be recognized in the period in which they occur with offsetting changes in reserves partially recognized in the current period, resulting in net income volatility. In addition to our dynamic hedging program, we have a hedging program using static hedge positions (derivative positions intended to be held-to-maturityHTM with less frequent re-balancing) to protect our statutory capital against stress scenarios. This program in addition to our dynamic hedge program has increased the size of our derivative positions, resulting in an increase in net income volatility. The impacts are most pronounced for variable annuity products in our Individual Retirement segment.
GMIBGMxB reinsurance contracts. Historically, GMIB reinsurance contracts were used to cede to non-affiliated reinsurers a portion of our exposure to variable annuity products that offer a GMIB feature. We account for the GMIB reinsurance contracts as derivatives and report them at fair value. Gross GMIB reserves are calculated on the basis of assumptions related to projected benefits and related contract charges over the lives of the contracts. Accordingly, our gross reserves will not immediately reflect the offsetting impact on future claims exposure resulting from the same capital market or interest rate fluctuations that cause gains or losses on the fair value of the GMIB reinsurance contracts. Because changes in the fair value of the GMIB reinsurance contracts are recorded in the period in which they occur and a majority of the changes in gross reserves for GMIB are recognized over time, net income will be more volatile. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by EFLIC between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees. As this contract provides full risk transfer, the benefits of this treaty are accounted for in the same manner as the underlying gross reserves.
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Effect of Assumption Updates on Operating Results
Our actuaries oversee the valuation of the product liabilities and assets and review the underlying inputs and assumptions. We comprehensively review the actuarial assumptions underlying these valuations and update assumptions duringDuring the third quarter of each year.year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and embedded derivatives for our Individual Retirement, Group Retirement, and Protection Solution segments (assumption reviews are not relevant for the Investment Management and Research segment). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgment and reflect our best estimate as of the date of the applicable financial statements. Changes in assumptions can result in a significant change to the carrying value of product liabilities and assets and, consequently, the impact could be material to earnings in the period of the change.
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Most of the variable annuity products, variable universal life insurance and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Accounts liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) are based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are locked in at inception; (ii) universal life insurance and variable life insurance secondary guarantees for which benefit liabilities are determined by estimating the expected value of death benefits payable when the account balance is projected to be zero and recognizing those benefits ratably over the accumulation period based on total expected assessments; (iii) certain product guarantees for which benefit liabilities are accrued over the life of the contract in proportion to actual and future expected policy assessments; and (iv) certain product guarantees reported as embedded derivatives at fair value.
For further details of our accounting policies and related judgments pertaining to assumption updates, see Note 2 to the Notes to the Company’s consolidated financial statements and “—Summary of Critical Accounting Estimates—Liability for Future Policy Benefits” included in the 20192020 Form 10-K.
Assumption Updates and Model Changes
We conduct our annual review of our assumptions and models during the third quarter of each year. However, weWe also update our assumptions as needed in the event we become aware of economic conditions or events that could require a change in our assumptions that we believe may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact our earnings in the period of the change.
Impact of Assumption Updates and Model Changes on Income from Continuing Operations before income taxes and Net income (loss)
The table below presents the impact of our actuarial assumption update during the three and ninesix months ended SeptemberJune 30, 2020 and 2019 to our Income (loss) from continuing operations, before income taxes and Net income (loss). There were no assumption update for the three and six months ended June 30, 2021.
Three Months Ended September 30,Nine Months Ended September 30, (1)
2020201920202019
(in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption update$(63)$(1,467)$(1,531)$(1,467)
Assumption updates for other business(11)76 (1,060)76 
Impact of assumption updates on Income (loss) from continuing operations, before income tax(74)(1,391)(2,591)(1,391)
Income tax (expense) benefit on assumption update16 292 544 292 
Net income (loss) impact of assumption update$(58)$(1,099)$(2,047)$(1,099)
Three Months Ended June 30, 2020Six Months Ended June 30, 2020 (1)
(in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption update$— $(1,468)
Assumption updates for other business— (1,049)
Impact of assumption updates on Income (loss) from continuing operations, before income tax— (2,517)
Income tax benefit on assumption update— 529 
Net income (loss) impact of assumption update$— $(1,988)
(1) During the first quarter of 2020, we updated interest rate assumption and the impact was a decrease to Net income (loss) of $2.0 billion. See Note 2 for further details onof the assumption update.Notes to the Consolidated Financial Statements in this Form 10-Q.
2020 Assumption Updates
Annual Update
The impact of the economic assumption update in the third quarter of 2020 was a decrease of $74 million to Income (loss) from continuing operations, before income taxes and a decrease to Net income (loss) of $58 million.
The net impact of this assumption update on Income (loss) from continuing operations, before income taxes of $74 million consisted of a decrease in Policy charges and fee income of $23 million, an increase in Policyholders’ benefits of $193 million, an increase in Interest credited to policyholders’ account balances of $5 million, a decrease in net derivative losses of $112 million and a decrease in the Amortization of DAC of $35 million. Third quarter 2020 assumption updates include a pre-tax gain of $445 million attributable to the removal of the credit risk adjustment from our fair value scenario calibration to better align with U.S. valuation practices, offset by updates to our mortality and policyholder behavior assumptions to reflect emerging experience.

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First Quarter Update
In the first quarter of 2020, dueDue to the extraordinary economic conditions driven by the COVID-19 pandemic in the first quarter of 2020, we updated our interest rate assumption to grade from the current spot interest rate environment to an ultimate five-year historical average over a 10-year period. As such, the 10-year U.S. Treasury yield grades from the current level to an ultimate 5-year average of 2.25%. We determined that no assumption updates were necessary in the second quarter
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The low interest rate environment and update to the interest rate assumption caused a loss recognition event for our life interest-sensitive products, as well as to certain run-off business included in Corporate and Other. This loss recognition event caused an acceleration of DAC amortization on our life interest-sensitive products and an increase in the premium deficiency reserve on the run-off business in the first quarter of 2020.
The impact of the economic assumption update in the first quartersix months of 2020 was a decrease of $2.5 billion to Incomeincome (loss) from continuing operations, before income taxes and a decrease to Netnet income (loss) of $2.0 billion.
The net impact of this assumption update on Incomeincome (loss) from continuing operations, before income taxes of $2.5 billion consisted of an increase in Policypolicy charges and fee income of $46 million, an increase in Policyholders’policyholders’ benefits of $1.4 billion, a decrease in Interestinterest credited to policyholders’ account balances of $6 million and an increase in the Amortizationamortization of DAC of $1.1 billion.
2019 Assumption UpdatesModel Changes
The impact of assumption updatesThere were no material model changes in the third quarterfirst and second quarters of 2019 was a decrease of $1.4 billion to Income (loss) from continuing operations, before income taxes and a decrease to Net income (loss) of $1.1 billion. This includes a $1.5 billion unfavorable impact on the reserves for our Variable annuity product features as a result of unfavorable updates to our: (i) interest rate assumptions; and (ii) policyholder behavior, primarily lapse and withdrawal assumptions, further magnified by low interest rates.
The net impact of these assumption updates on Income (loss) from continuing operations, before income taxes of $1.4 billion consisted of an increase in Policy charges and fee income of $3 million, an increase in Policyholders’ benefits of $875 million, a decrease in Interest credited to policyholders’ account balances of $13 million, an increase in Net derivative losses of $578 million and a decrease in the Amortization of DAC of $46 million.
2020 Model Changes2021.
In the first quarter of 2020, we adopted a new economic scenario generator to calculate the fair value of the GMIB reinsurance contract asset and GMxB derivative features liability, eliminating reliance on AXA Group for scenario production. The new economic scenario generator allows for a tighter calibration of U.S. indices, better reflecting our actual portfolio. The net impact of the new economic scenario generator resulted in an increase in Income (loss) from continuing operations, before income taxes of $201 million, and an increase to Net Income (loss) of $159 million for the nine months ended September 30, 2020.
2019 Model Changes
There was no material impact from model changes during the first nine months of 2019 to our Income (loss) from continuing operations, before income taxes or Net income (loss).
Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating Earnings Adjustments
The table below presents the impact of our actuarial assumption updates during the first nine months of 2020 and 2019 on segment revenues, benefits and other deductions, and Corporate and Other. There was no material impact from model changes during the third quarter of 2020 or 2019 on segment revenues, benefits and other deductions, and Corporate and Other.
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Nine Months Ended September 30, (1)
20202019
(in million)
Impact of assumption updates by segment:
Individual Retirement(28)$104 
Group Retirement(3)
Protection Solutions4 (4)
Impact of assumption updates on Corporate and Other(12)(27)
Total impact on pre-tax Non-GAAP Operating Earnings$(39)$76 
(1) The amounts for the three months and the nine months ended September 30 of each year represented the same amounts. The first quarter 2020 assumption update did not impact Non-GAAP Operating Earnings and we only had our third quarter annual updates for 2019.
2020 Assumption Updates
The impact of our 2020 annual review on Non-GAAP Operating Earnings was unfavorable by $39 million before taking into consideration the tax impacts or $31 million after tax.For the Individual Retirement segment, the impacts primarily reflect higher surrenders at the end of the surrender charge period on Retirement Cornerstone policies. The impact of our 2020 annual review was not material for our Group Retirement and Protection Solutions segments.
The net impact of assumption changes on Non-GAAP Operating Earnings in the third quarter of 2020 decreased Policy charges and fee income by $23 million, increased Policyholder’ benefits by $46 million, increased Interest credited to policyholders’ account balances by $5 million and decreased Amortization of DAC by $35 million. Non-GAAP Operating Earnings excludes items related to Variable annuity product features and impact of COVID 19, such as changes in the fair value of the embedded derivatives associated with the GMIBNLG liability and the effect of benefit ratio unlock adjustments.
2019 Assumption Updates
The impact of our 2019 annual review on Non-GAAP Operating Earnings was favorable by $60 million, or $76 million before taking into consideration the tax impacts.
For the Individual Retirement segment, the impacts primarily reflect favorable updates to Amortization of DAC from lower lapse assumptions.
For the Group Retirement segment, the impacts primarily reflect a favorable update to maintenance expenses.
For the Protection Solutions segment, the results primarily reflect unfavorable updates to mortality and economic assumptions, partially offset by a favorable update to maintenance expenses.
Non-GAAP Operating Earnings excludes items related to Variable annuity product features, such as changes in the fair value of the embedded derivatives associated with the GMIBNLG liability and the effect of benefit ratio unlock adjustments. The net impact of assumption changes on Non-GAAP Operating Earnings in the third quarter of 2019 increased Policy charges and fee income by $3 million, decreased Policyholder’ benefits by $15 million, decreased Interest credited to policyholders’ account balances by $13 million and decreased Amortization of DAC by $46 million.
Impact of the First Quarter 2020 Assumption Update, and COVID-19 Impacts on Pre-tax Non-GAAP Operating Earnings Adjustments
The unprecedented and rapid spread of COVID-19 and the related restrictions and social distancing measures implemented throughout the world have caused severe, lasting turmoil in the financial markets during the first sixthree months of 2020.
The Company’s accounting policy governing its Non-GAAP Operating Earnings measure permits adjustments to Non-GAAP Operating Earnings if certain criteria are met, which include if the proposed adjustment relates to a non-recurring event or transaction. Management concluded that all impacts on the Company from the COVID-19 pandemic and its effects on the economy meet the indicators of a non-recurring event. Therefore, management has determined that the items set forth in the table below should be included as adjustments to the Non-GAAP Operating Earnings measure so that investors can more clearly see the delineation between the operating results of the Company’s core operations and the impact of the items specific to the current COVID-19 pandemic crisis.
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The table below presents the impact of COVID-19 pandemic related impacts on Income (loss) from continuing operations, before income taxes which all occurred during the firstthree and six months ofended June 30, 2020 by segment and Corporate and Other, and the COVID-19-relatedCOVID-19 pandemic related adjustments included in the reconciliation of Net Income (loss) attributable to Holdings to Non-GAAP Operating Earnings:
Nine Months Ended September 30, 2020Three Months Ended June 30, 2020
COVID-19 ImpactsCOVID-19 Impacts
Interest Rate Assumption UpdateImpacts other than Interest Rate Assumption
Update (1)
TotalInterest Rate Assumption UpdateImpacts other than Interest Rate Assumption
Update (1)
Total
(in millions)(in millions)
Net income (loss) from continuing operations, before income taxes by Segment and Corporate and Other:Net income (loss) from continuing operations, before income taxes by Segment and Corporate and Other:Net income (loss) from continuing operations, before income taxes by Segment and Corporate and Other:
Individual RetirementIndividual Retirement(1,417)$(43)$(1,460)Individual Retirement$— $$
Group RetirementGroup Retirement(51) (51)Group Retirement— (3)(3)
Protection SolutionsProtection Solutions(1,016)(75)(1,091)Protection Solutions— (43)(43)
Corporate and OtherCorporate and Other(33)(3)(36)Corporate and Other— 10 10 
Net income (loss) from continuing operations, before income taxesNet income (loss) from continuing operations, before income taxes$(2,517)$(121)$(2,638)Net income (loss) from continuing operations, before income taxes$— $(35)$(35)






COVID-19-related adjustments included in Reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:
Variable annuities product features(1,468)(35)(1,503)
Other adjustments(1,049)(86)(1,135)
Net income (loss) from continuing operations, before income taxes$(2,517)$(121)$(2,638)
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Three Months Ended June 30, 2020
COVID-19 Impacts
Interest Rate Assumption UpdateImpacts other than Interest Rate Assumption
Update (1)
Total
(in millions)
COVID-19-related adjustments included in Reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:
Variable annuities product features$— $— $— 
Other adjustments— (35)(35)
Net income (loss) from continuing operations, before income taxes$— $(35)$(35)
_______________
(1) Includes adjustments to Non-GAAP Operating Earnings primarily due to non-variable annuity hedging impacts resulting from unprecedented volatility in equity markets and accelerated amortization of DAC
Six Months Ended June 30, 2020
COVID-19 Impacts
Interest Rate Assumption UpdateImpacts other than Interest Rate Assumption
Update (1)
Total
(in millions)
Net income (loss) from continuing operations, before income taxes by Segment and Corporate and Other:
Individual Retirement$(1,417)$(43)$(1,460)
Group Retirement(51)— (51)
Protection Solutions(1,016)(75)(1,091)
Corporate and Other(33)(3)(36)
Net income (loss) from continuing operations, before income taxes$(2,517)$(121)$(2,638)



COVID-19-related adjustments included in Reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:
Variable annuities product features$(1,468)$(35)$(1,503)
Other adjustments(1,049)(86)(1,135)
Net income (loss) from continuing operations, before income taxes$(2,517)$(121)$(2,638)
_______________
(1) Includes adjustments to Non-GAAP Operating Earnings primarily due to loss recognition in the first half of 2020non-variable annuity hedging impacts resulting from the first quarter 2020 interest rate assumption update.unprecedented volatility in equity markets
Adjustments related to the Individual Retirement and Group Retirement segments are primarily included in the “Variable annuities product features” in the reconciliation of Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings. All other adjustments are included in “Other”. This impact has been more than offset by hedging gains.
Macroeconomic and Industry Trends
Our business and consolidated results of operations are significantly affected by economic conditions and consumer confidence, conditions in the global capital markets and the interest rate environment.
Financial and Economic Environment
In the faceA wide variety of factors continue to impact global financial and economic conditions. These factors include, among others, significant volatility in financial markets and continued high unemployment levels as a result of the ongoingCOVID-19 pandemic, financial markets continued to experience significant volatility and unemployment levels remained high during the third quarter. Although the financial market recovered most of the first quarter lossesconcerns over economic growth in the months since, the prospectUnited States and continued low interest rates.
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Table of continued volatility remains, especially given the uncertainty surrounding continued civil unrest across the U.S. centered around racial inequality, the presidential and congressional election and the continued economic effects of the virus. Contents
Stressed conditions, volatility and disruptions in the capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio and our insurance liabilities and derivatives are sensitive to changing market factors. An increase in market volatility could continue to affect our business, including through effects on the yields we earn on invested assets, changes in required reserves and capital and fluctuations in the value of our AUM, AV or AUA from which we derive our fee income. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation and levels of global trade.
The potential for increased volatility, coupled with prevailing interest rates continuing to fallfalling and/or remaining below historical averages, could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. In addition, this environment could make it difficult to consistently develop products that are attractive to customers. Financial performance can be adversely affected by market volatility and equity market declines as fees driven by AV and AUM fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.
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We monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, annuitization rates and lapse and surrender rates, which change in response to changes in capital market conditions, to ensure that our products and solutions remain attractive and profitable. For additional information on our sensitivity to interest rates and capital market prices, see “Quantitative and Qualitative Disclosures About Market Risk.”
Interest Rate Environment
We believe the interest rate environment will continue to impact our business and financial performance in the future for several reasons, including the following:
Certain of our variable annuity and life insurance products pay guaranteed minimum interest crediting rates. We are required to pay these guaranteed minimum rates even if earnings on our investment portfolio decline, with the resulting investment margin compression negatively impacting earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates longer (lower lapse rates) in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio should positively impact earnings. Similarly, we expect policyholders would be less likely to hold policies with existing guaranteed rates (higher lapse rates) as interest rates rise.
A prolonged low interest rate environment also may subject us to increased hedging costs or an increase in the amount of statutory reserves that our insurance subsidiaries are required to hold for GMxB features, lowering their statutory surplus, which would adversely affect their ability to pay dividends to us. In addition, it may also increase the perceived value of GMxB features to our policyholders, which in turn may lead to a higher rate of annuitization and higher persistency of those products over time. Finally, low interest rates may continue to cause an acceleration of DAC amortization or reserve increase due to loss recognition for interest sensitive products, primarily for our Protection Solutions segment.
For a discussion on derivatives we used to hedge interest rates, see Note 4 of the Notes to the Consolidated Financial Statements in this Form 10-Q.
Regulatory Developments
Our life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. In addition, Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. Furthermore, on an ongoing basis, regulators refine capital requirements and introduce new reserving standards. See “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks” in the 2019 Form 10-K. Regulations recently adopted or currently under review can potentially impact our statutory reserve, capital requirements and profitability of the industry and result in increased regulation and oversight for the industry. The following discussion on regulatory developments should be read in conjunction with “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks” in the 2020 Form 10-K, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Macroeconomic and Industry Trends—Regulatory Developments.”
COVID-19 ImpactRegulation 213. In March 2020, in connection with the COVID-19 pandemic, many U.S. state insurance regulators began issuing bulletins, directives and guidance encouraging, requesting or directing licensed life insurance companies to implement life insurance policy measures such as: providing grace periods to policyholders for the payment of insurance premiums and forbearing on the cancellation or non-renewal of life insurance policies due to non-payment of premium. In addition, some states’ governors have issued emergency orders and state insurance commissioners have promulgated emergency regulations requiring such actions. For example, the NYDFS, which is the domiciliary regulator of our principal insurance subsidiary, Equitable Financial, promulgated emergency regulations requiring insurance company actions with respect to many lines of insurance. Among other requirements, these emergency measures temporarily required New York, licensed life insurers to extend the grace period for the payment of premiums and fees to 90 days for any life policyholder or group certificate holder facing financial hardship as a result of the COVID-19 pandemic. In addition, licensed life insurers were required to provide 90 days to exercise rights or benefits for a policyholder who was unable timely to exercise such rights as a result of the COVID-19 pandemic. New York licensed insurers were prohibited from imposing any late fees or reporting such policyholder to a credit reporting agency or debt collection agency in the event of a policyholder’s failure to timely pay premium and were required to permit policyholders who did not make a premium payment due to financial hardship as a result of the COVID-19 pandemic to pay the premium over a 12-month period. These measures expired on July 6, 2020, however we cannot predict what future orders or regulations, if any, will be implemented as a result of the ongoing COVID-19 pandemic.
Variable Annuity Capital Standards. In 2015, the NAIC Financial Condition (E) Committee established a working group to study and address, as appropriate, regulatory issues resulting from variable annuity captive reinsurance transactions, including reforms that would improve the current statutory reserve and RBC framework for insurance companies that sell variable annuity products. In August 2018, the NAIC adopted the new framework developed and proposed by this working group. Following its referral to various NAIC committees to develop the full implementation details, the new framework became
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operational in January 2020. Among other changes, the new framework includes new prescriptions for reflecting hedge effectiveness, investment returns, interest rates, mortality and policyholder behavior in calculating statutory reserves and RBC. The new framework will materially change the level of variable annuity reserves and RBC requirements as well as their sensitivity to capital markets including interest rate, equity markets, volatility and credit spreads. Overall, we believe the NAIC reform has moved variable annuity capital standards towards an economic framework and is consistent with how we manage our business. The Company adopted the NAIC reserve and capital framework for the year ended December 31, 2019.
On February 26, 2020, the NYDFS adopted amendments to Regulation 213, that differadopted in May of 2019 and as amended in February 2020 and March 2021, differs from the NAIC variable annuity reserve and capital framework. These amendmentsRegulation 213, as amended, will not materially affect the Company’sHoldings’ GAAP financial condition, results of operations or stockholders’ equity. However, Regulation 213, as amended, absent management action, will require ourrequires Holdings’ principal insurance subsidiary, Equitable Financial, to carry statutory basis reserves for its variable annuity contract obligations equal to the greater of those required under (i) the NAIC standard or (ii) a revised
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version of the NYDFS requirement in effect prior to the adoption of the first amendment for contracts issued prior to January 1, 2020, and for policies issued after that date a new standard that we believe isin current market conditions imposes more conservative reserving requirements for variable annuity contracts than the NAIC standard. Absent management action, we believe that the amendmentsRegulation 213 will materially increase the statutory basis reserves that(i) negatively impact Equitable Financial will be required to carryFinancial’s surplus level and willRBC ratio and (ii) materially and adversely affect Equitable Financial’s dividend capacity from 2021 and moving forward. These impacts would be more adverse in periods of rising equity and/or interest rate markets, as was the capacitycase following the equity market appreciation in the second half of Equitable Financial to distribute dividends to2020 and the Company beyond 2020.first half of 2021. Such impacts were exacerbated upon closing of the Venerable transaction. As a holding company, we relyHoldings relies on dividends and other payments from ourits subsidiaries and, accordingly, any material limitation on Equitable Financial’s dividend capacity could materially affect ourHoldings’ ability to return capital to stockholders through dividends and stock repurchases. The Company is considering management actions to mitigate the impact of Regulation 213. These actions could include seeking further amendment of Regulation 213 or exemptive relief therefrom, in addition to a permitted practice recently granted by the NYDFS which partially mitigates the Regulation 213 impact of the Venerable transaction to make the regulation’s application to Equitable Financial more consistent with the NAIC reserve and capital framework, as well as changing ourthe Company’s underwriting practices to emphasize issuing variable annuity products out of subsidiariesaffiliates which are not domiciled in New York, increasing the use of reinsurance and other corporate transactions intended to reduce the impact of the regulation. There can be no assurance that any management action individually or collectively will fully mitigate the impact of Regulation 213. Other state insurance regulators may also propose and adopt standards differentthat differ from the NAIC framework. See Note 10 of the Notes to the Consolidated Financial Statements for further detail on the permitted practice recently granted by the NYDFS.
DOL Fiduciary Rule andRules / “Best Interest” PTEs. Standards of Conduct
In the wake of the March 2018 Fifth Circuit federal appeals court decision to vacate the 2016 DOL Fiduciary Rule, the DOL announced that it plannedits intention to issue revised fiduciary investment advice regulations. In JuneDecember 2020, the DOL proposedfinalized a “best interest” prohibited transaction exemption (“PTE”PTE 2020-02”) for investment advice fiduciaries under ERISA.ERISA, with an enforcement date of December 20, 2021. The proposalnew rule restores the five-part test for determining fiduciary status that was in effect prior to the 2016 DOL Fiduciary Rule, although the scope of the PTE now2020-02 extends to rollover transactions if they constitute “investment advice” under the five-part test. If fiduciary status is triggered, the PTE 2020-02 prescribes a set of impartial conduct standards and disclosure obligations that are intended to be consistent with the SEC’s Regulation Best Interest. We are currently assessingdevoting significant time and resources towards coming into compliance with PTE 2020-02 but do not expect the proposed PTEnew rules to determine thehave a material impact it may have on our business. However, in June 2021 the DOL updated its formal regulatory agenda to include issuance of a proposed rulemaking by year-end 2021 that would further amend its fiduciary regulations, including PTE 2020-02 and, possibly, other existing prohibited transaction exemptions.
In April 2021, the Appellate Division of the NYS Supreme Court, Third Department, overturned NY Department of Financial Services Regulation 187 — Suitability and Best Interests in Life Insurance and Annuity Transactions (“Regulation 187”) for being unconstitutionally vague. In June 2021, the NYDFS appealed this ruling to the New York State Court of Appeals, which automatically granted a stay, meaning that Regulation 187 remains in effect pending a decision by the Court of Appeals.
Other “Best Interest” Standards of ConductClimate Risks. FollowingIn September 2020, the decisionNYDFS announced that it expects insurers to vacateintegrate financial risks from climate change into their governance frameworks, risk management processes, and business strategies, and that it will integrate questions on this topic into their examinations in 2021. In March 2021, the DOL Fiduciary Rule in 2018, the NAIC adopted, and state regulators either have adopted orNYDFS issued for public comment proposed guidance for New York domestic insurers, such as Equitable Financial, which states that insurers are currently considering whetherexpected to apply, an impartial conduct or fiduciary standardtake a proportionate approach to recommendations made in connection with certain annuities and, in one case,managing climate risks that reflects its exposure to life insurance policies.climate risks. For example, an insurer should integrate the NAIC has amendedevaluation of climate risks into its Suitabilitygovernance structure and use scenario analysis to guide risk assessment. We provided comments after reviewing the NYDFS’ proposed guidance designed to ensure that such guidance is consistent with our existing risk management framework. The NYDFS intends to formally adopt the guidance, as modified by the comment process, in Annuity Transactions Model Regulation to apply a best interestthe third quarter of 2021.
On July 14, 2021, the NYDFS published notice of the consumer standardadoption of amendments to insurance producers’ annuity recommendations andthe regulation governing enterprise risk management, effective August 13, 2021. The amendments require that insurers supervise such recommendations. To date, the amended regulation has been adoptedcertain additional risks, including climate change, be included in Iowaan insurance group’s enterprise risk management function, among other requirements.
NYDFS Guidance on Diversity and Arizona.Corporate Governance. In July 2018,March 2021, the NYDFS issued a final versioncircular letter which states that the NYDFS expects the insurers that it regulates to make diversity of Regulation 187their leadership a business priority and a key element of their corporate governance. The NYDFS is collecting data from New York domestic and authorized foreign insurers that adopts a “best interest” standard for recommendationsmeet certain premium thresholds, including Equitable Financial, to collect data regarding the salediversity of life insurance and annuity products in New York. Regulation 187 took effect on August 1, 2019 with respect to annuity sales and took effect on February 1, 2020 for life insurance sales. We have developed our compliance framework for Regulation 187 with respect to annuity sales as well as our life insurance business. In addition, state regulators and legislatures in Nevada, New Jersey and Maryland have proposed measures that would make broker-dealers, sales agents, and investment advisers and their representatives subject to a fiduciary duty when providing products and services to customers, including pension plans and IRAs. Massachusetts has adopted such a regulation applying a fiduciary duty standard to broker-dealers and their agents, but it does not apply to insurance product sales, including variable annuities. Beyond the New York regulation, the likelihood of enactment of any such state-based regulation is uncertain at this time, but if implemented, these regulations could have adverse effects on our business and consolidated results of operations.
Regulation Best Interest. In June 2019, the SEC released a set of rules that, among other things, enhance the existing standard of conduct for broker-dealers to require them to act in the best interest of their retail customers (“Regulation Best Interest”); clarify the nature of the fiduciary obligations owed by registered investment advisers to their clients; impose new disclosure requirements aimed at ensuring investors understand the nature of their relationship with their investment professionals; and restrict certain broker-dealers and their financial professionals from using the terms “adviser” or “advisor” unless they act in an investment advisory capacity. These rules became effective on June 30, 2020. Investment advisers to retail clients as well as broker-dealers serving retail customers are now required to deliver to retail clients and customers and file withcorporate boards
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and management, and it will include diversity-related questions in its examination process starting in 2022. We are considering the SEC the new Form CRS, which provides disclosures about its standard of conduct and conflicts of interest. Broker-dealers must also provide more detailed disclosures to retail clients in connection with securities transactions. The intent of these rules is to impose on broker-dealers an enhanced duty of care to their natural person customers similar to that which applies to investment advisers under existing law and to require both broker-dealers and investment advisers to provide enhanced disclosure regarding the nature of their services to retail clients and customers and associated conflicts of interest. We have developed systems and processes and put in place policies and procedures to ensure that we are in compliance with Regulation Best Interest. Meanwhile, the SEC’s examination staff and FINRA are focusing on examining compliance efforts by broker-dealers with Regulation Best Interest.
Derivatives Regulation. The amount of collateral we are required to pledge and the expenses we incur under our derivatives transactions are expected to increase as a result of the requirement to pledge initial margin for non-centrally cleared derivative transactions (“OTC” derivatives) entered into after the phase-in period, which is expected to become applicable to us in September 2021 as a result of adoption by the Office of the Comptroller of the Currency, the Federal Reserve Board, the FDIC, the Farm Credit Administration, and the Federal Housing Finance Agency and the Commodity Futures Trading Commission of final margin requirements for OTC derivatives, absent further delays. Also, the SEC has finalized and adopted the final set of rules related to security-based swaps, which triggers the compliance date for security-based swap entities registration and compliance with previously adopted rules regarding margin, capital, segregation, recordkeeping and reporting and business conduct for security-based swaps. The rules became effective on April 6, 2020. The compliance date for registration of (i) security-based swap dealers that incur a registration obligation as a result of meeting certain thresholds to be set by the SEC on August 6, 2021 will be November 1, 2021 and (ii) major security-based swap participants that incur a registration obligation as a result of security-based swap activities in their quarter ending September 30, 2021 will be December 1, 2021. We continue to monitor developments and are evaluating the potential effect these rules might have on our business.
Impact of the SECURE Act
On December 20, 2019, President Trump signed into law the Setting Every Community Up for Retirement Enhancement Act of 2019 (the “SECURE Act”). The SECURE Act contains a number of provisions that affect the administration and operation of defined contribution plans such as 401(k) and 403(b) plans and IRAs, including provisions that encourage additional retirement savings and lifetime income options, promote the adoption of retirement plans by small employers, provide lifetime income portability, and accelerate the distribution of retirement benefits of deceased retirees. Many provisions of the SECURE Act become effective for plan years beginning after December 31, 2019. At this time, we do not expect material impacts to our business from the SECURE Act.
Impact of the CARES Act
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. Several tax provisions were includedNYDFS’ guidance as part of a broad economic relief package. These include the temporary allowance of Net Operating Loss carrybacksour commitment to diversity and the acceleration of Alternative Minimum Tax (“AMT”) credit refunds. The Company is assessing the economic and financial statement impact of these provisions.inclusion.
Impact of the Tax Cut and Jobs Act
In December 2017, Tax Cut and Jobs Act (“TCJA”) was signed into law. The TCJA reduced the federal corporate income tax rate to 21% and repealed the corporate AMT while keeping existing AMT credits. It also contained measures affecting our insurance companies, including changes to the DRD, insurance reserves and tax DAC, and measures affecting our international operations. As a result of the TCJA, our Net Income and Non-GAAP Operating Earnings has improved and the tax liability on the earnings of our foreign subsidiaries has decreased.
In August 2018, the NAIC adopted changes to the RBC calculation, including the C-3 Phase II Total Asset Requirement for variable annuities, to reflect the 21% corporate income tax rate in RBC, which resulted in a reduction to our Combined RBC Ratio.
Overall, the TCJA had a net positive economic impact on us, and we continue to monitor regulations related to this reform.
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Separation Costs
In connection with our separation from AXA, we have incurred and expect to continue to incur one-time and recurring expenses. These expenses primarily relate to information technology, compliance, internal audit, finance, risk management, procurement, client service, human resources, rebranding and other support services. The process of replicating and replacing functions, systems and infrastructure provided by AXA or certain of its affiliates in order to operate on a stand-alone basis is currently underway. These expenses, any recurring expenses, including under the Transitional Services Agreement, and any additional one-time expenses we may incur may be material. See “Risk Factors” in the 20192020 Form 10-K for additional information.
We estimate that the aggregate amount of the one-time expenses described above will be approximately $700 million. Through SeptemberJune 30, 2020,2021, a total of $640$677 million has been incurred, of which $37$16 million, $39 million, $108$37 million and $121$71 million was incurred in the three and ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.
Productivity Strategies
Retirement and Protection Businesses
We continueAs part of our continuing efforts to build upon ourdrive productivity improvements, through whichas of January 2021, we delivered more than $350have begun a new program expected to achieve $80 million in efficiency improvements from 2012 through 2017. Our productivity strategy includes several initiatives, including relocating some of targeted run-rate expense savings by 2023. We expect to achieve these saving by shifting our workforce into an agile working model, leveraging technology-enabled capabilities, augmenting our real estate footprint, away from the New York metropolitan area, replacing or updating less efficient legacy technology infrastructure and expanding existing outsourcing arrangements, which we believe will reduce costs and improve productivity.
We anticipate that the savings from these initiatives will offset any incremental ongoing expenses that we incur ascontinuing to realize a standalone company, and we expect these initiatives to improve our operating leverage. In the third quarterportion of 2020 we achieved our run rate productivity expense target of $75 million pre-tax per annum net of reinvestment in the business announced at the time of our IPO.COVID-related savings.
Investment Management and Research Business
AB has announced that it will establish its corporate headquarters in and relocate approximately 1,250 jobs located in the New York metro area to Nashville, Tennessee. Beginning in 2025, AB estimates ongoing annual expense savings at the higher end of approximatelythe range of $75 million to $80 million which will result from a combination of occupancy and compensation-related savings.
Key Operating Measures
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings,operating earnings, Non-GAAP Operating ROE, Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments, and Non-GAAP Operating Earnings per share,operating common EPS, each of which is a measure that is not determined in accordance with U.S. GAAP. Management principally uses these non-GAAP financial measures in evaluating performance because they present a clearer picture of our operating performance and they allow management to allocate resources. Similarly, management believes that the use of these Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide investors with a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies.
We also discuss certain operating measures, including AUM, AUA, AV, Protection Solutions Reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Non-GAAP Operating Earnings
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Non-GAAP Operating Earningsoperating earnings is an after-tax non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and
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statutory capital, and are more sensitive to changes in market conditions than the variable annuity product liabilities as valued under U.S. GAAP. This is a large source of volatility in net income.
Non-GAAP Operating Earningsoperating earnings equals our consolidated after-tax net income attributable to Holdings adjusted to eliminate the impact of the following items:
Items related to variable annuity product features, which include: (i) certain changes in the fair value of the derivatives and other securities we use to hedge these features; (ii) the effect of benefit ratio unlock adjustments, related toincluding extraordinary economic conditions or events such as COVID-19; and (iii) changes in the fair value of the embedded derivatives reflected within variable annuity products’ net derivative results and the impact of these items on DAC amortization on our SCS product.product;
Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;
Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;
Other adjustments, which includesprimarily include restructuring costs related to severance lease write-offsand separation, COVID-19 related to non-recurring restructuring activities, separation costsimpacts, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses associated with equity securities and impacts related to COVID-19;certain legal accruals; and
Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period.
Because Non-GAAP Operating Earningsoperating earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of the Company’s underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
We use the prevailing corporate federal income tax rate of 21% while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.operating earnings.
The table below presents a reconciliation of Netnet income (loss) attributable to Holdings to Non-GAAP Operating Earningsoperating earnings for the ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
Net income (loss) attributable to HoldingsNet income (loss) attributable to Holdings$(779)$(374)$590 $(818)Net income (loss) attributable to Holdings$123 $(4,019)$(1,365)$1,369 
Adjustments related to:Adjustments related to:Adjustments related to:
Variable annuity product features (1)Variable annuity product features (1)1,620 1,431 473 3,167 Variable annuity product features (1)1,193 5,722 3,460 (1,147)
Investment (gains) lossesInvestment (gains) losses(17)(199)(190)(176)Investment (gains) losses(420)(169)(603)(173)
Net actuarial (gains) losses related to pension and other postretirement benefit obligationsNet actuarial (gains) losses related to pension and other postretirement benefit obligations31 24 86 72 Net actuarial (gains) losses related to pension and other postretirement benefit obligations26 28 60 55 
Other adjustments (2) (3)66 73 836 200 
Other adjustments (2) (3) (4)Other adjustments (2) (3) (4)7 75 531 770 
Income tax expense (benefit) related to above adjustments (4)(5)Income tax expense (benefit) related to above adjustments (4)(5)(357)(278)(253)(685)Income tax expense (benefit) related to above adjustments (4)(5)(171)(1,188)(726)104 
Non-recurring tax itemsNon-recurring tax items4 (4)12 (56)Non-recurring tax items 1 
Non-GAAP Operating Earnings$568 $673 $1,554 $1,704 
Non-GAAP operating earningsNon-GAAP operating earnings$758 $451 $1,358 $986 
______________
(1)Includes COVID-19 impact on Variable annuity product features due to a first quarter 2020 assumption update of $1.5 billion and other COVID-19 related impacts of $35 million for the ninesix months ended SeptemberJune 30, 2020.     
(2)Includes COVID-19 impact on Other adjustments due to a first quarter 2020 assumption update of $1.0 billion for the six months ended June 30, 2020 and other COVID-19 related impacts of $35 million and $86 million for the ninethree and six months ended SeptemberJune 30, 2020.
(3)Includes separation costs of $37$16 million, $39$39 million, $108$37 million and $121$71 million for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019, respectively.2020.
(4)Includes certain legal accruals related to the cost of insurance litigation of $180 million for the six months ended June 30, 2021. No adjustments were made to prior period non-GAAP operating earnings as the impact was immaterial.
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(5)Includes income taxes of $(554)($7) million and ($554) million for the above related COVID-19 items for the ninethree and six months ended SeptemberJune 30, 2020.
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Non-GAAP Operating ROE and Non-GAAP Operating ROC by Segment
We report Non-GAAP Operating ROE and Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments, each of which is a Non-GAAP financial measure used to evaluate our profitability on a consolidated basis and by segment, respectively.
We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earningsoperating earnings for the previous twelve calendar months by consolidated average equity attributable to Holdings’ common shareholders, excluding Accumulated Other Comprehensive Income (“AOCI”).AOCI. We calculate Non-GAAP Operating ROC by segment by dividing Operating earnings (loss) on a segment basis for the previous twelve calendar months by average capital on a segment basis, excluding AOCI, as described below. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our available-for-sale (“AFS”)AFS securities.
Therefore, we believe excluding AOCI is more effective for analyzing the trends of our operations. We do not calculate Non-GAAP Operating ROC by segment for our Investment Management and Research segment because we do not manage that segment from a return of capital perspective. Instead, we use metrics more directly applicable to an asset management business, such as AUM, to evaluate and manage that segment.
For Non-GAAP Operating ROC by segment, capital components pertaining directly to specific segments such as DAC along with targeted capital are directly attributed to these segments. Targeted capital for each segment is established using assumptions supporting statutory capital adequacy levels, reflecting the newly adopted NAIC RBC framework the companyadopted as of year endyear-end 2019. To enhance the ability to analyze these measures across periods, interim periods are annualized. Non-GAAP Operating ROE and Non-GAAP Operating ROC by segment should not be used as substitutes for ROE.
The following table presents Returnreturn on Averageaverage equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the trailing twelve months ended SeptemberJune 30, 2020.2021.
Trailing Twelve Months Ended SeptemberJune 30, 20202021
(in millions)
Net income (loss) available to Holdings’ common shareholders$(390)(3,451)
Average equity attributable to Holdings’ common shareholders, excluding AOCI$13,3489,716 
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI(2.9)(35.5)%
Non-GAAP Operating Earningsoperating earnings available to Holdings’ common shareholders$2,1732,605 
Average equity attributable to Holdings’ common shareholders, excluding AOCI$13,3489,716 
Non-GAAP Operating ROE16.326.8 %

The following table presents Non-GAAP Operating ROC by segment for our Individual Retirement, Group Retirement and Protection Solutions segments for the trailing twelve months ended SeptemberJune 30, 2020.2021.
Trailing Twelve Months Ended September 30, 2020
Individual RetirementGroup RetirementProtection Solutions
(in millions)
Operating earnings$1,486 $434 $217 
Average capital (1)$6,682 $1,136 $2,922 
Non-GAAP Operating ROC22.2 %38.3 %7.4 %
______________
Trailing Twelve Months Ended June 30, 2021
Individual RetirementGroup RetirementProtection Solutions
(in millions)
Operating earnings$1,590 $617 $213 
Average capital$6,426 $1,108 $2,137 
Non-GAAP Operating ROC24.8 %55.5 %10.0 %
(1)
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For average capital amounts by segment, capital components pertaining directly to specific segments such as DAC along with targeted capital are directly attributed to these segments. Targeted capital for each segment is established using assumptions supporting statutory capital adequacy levels, reflecting the newly adopted NAIC RBC framework the company asTable of year end 2019.Contents
Non-GAAP Operating Earnings Per Common ShareEPS
Non-GAAP Operating Earnings peroperating common share (“Non-GAAP Operating EPS”)EPS is calculated by dividing Non-GAAP Operating Earningsoperating earnings by diluted common shares outstanding. The following table sets forth Non-GAAP Operatingoperating common EPS for the ninesix months ended SeptemberJune 30, 20202021 and 2019.2020.
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Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(per share amounts)(per share amounts)
Net income (loss) attributable to Holdings (1)Net income (loss) attributable to Holdings (1)$(1.74)$(0.76)$1.30 $(1.64)Net income (loss) attributable to Holdings (1)$0.29 $(8.92)$(3.18)$2.99 
Less: Preferred stock dividendsLess: Preferred stock dividends0.03 — 0.08 — Less: Preferred stock dividends0.06 0.02 0.09 0.05 
Net income (loss) available to Holdings’ common shareholdersNet income (loss) available to Holdings’ common shareholders(1.77)(0.76)1.22 (1.64)Net income (loss) available to Holdings’ common shareholders0.23 (8.94)(3.27)2.94 
Adjustments related to:Adjustments related to:Adjustments related to:
Variable annuity product features (2)Variable annuity product features (2)3.62 2.92 1.04 6.34 Variable annuity product features (2)2.79 12.70 8.06 (2.51)
Investment (gains) lossesInvestment (gains) losses(0.04)(0.41)(0.42)(0.35)Investment (gains) losses(0.98)(0.38)(1.41)(0.38)
Net actuarial (gains) losses related to pension and other postretirement benefit obligationsNet actuarial (gains) losses related to pension and other postretirement benefit obligations0.07 0.05 0.19 0.14 Net actuarial (gains) losses related to pension and other postretirement benefit obligations0.06 0.06 0.14 0.12 
Other adjustments (3) (4)0.15 0.15 1.85 0.40 
Other adjustments (3) (4) (5)Other adjustments (3) (4) (5)0.01 0.18 1.24 1.70 
Income tax expense (benefit) related to above adjustments (5)(6)Income tax expense (benefit) related to above adjustments (5)(6)(0.80)(0.57)(0.56)(1.37)Income tax expense (benefit) related to above adjustments (5)(6)(0.40)(2.64)(1.69)0.23 
Non-recurring tax itemsNon-recurring tax items0.01 (0.01)0.03 (0.11)Non-recurring tax items —  0.02 
Non-GAAP Operating Earnings per common share$1.24 $1.37 $3.35 $3.41 
Non-GAAP operating common EPSNon-GAAP operating common EPS$1.71 $0.98 $3.07 $2.12 
______________
(1)Due to reporting a net loss for the three months ended SeptemberJune 30, 2020 and three and ninesix months ended SeptemberJune 30, 2019,2021, basic shares was used in the diluted earnings per common share calculation as the use of diluted shares would have resulted in a lower loss per share.
(2)Includes COVID-19 impact on Variable annuity product features due to a first quarter 2020 assumption update of $3.23$3.21 and other COVID-19 related impacts of $0.08 for the ninesix months ended SeptemberJune 30, 2020.
(3)Includes COVID-19 impact on Other adjustments due to a first quarter 2020 assumption update of $2.31$2.29 for the six months ended June 30, 2020 and other COVID-19 related impacts of $0.08 and $0.19 for the ninethree and six months ended SeptemberJune 30, 2020.
(4)Includes separation costs of $0.08, $0.08, $0.24$0.04, $0.09, $0.09 and $0.24$0.16 for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019, respectively.2020.
(5)Includes certain legal accruals related to the cost of insurance litigation of $0.42 for the six months ended June 30, 2021. No adjustments were made to prior period non-GAAP operating EPS as the impact was immaterial.
(6)Includes income taxes of $(1.22)$(0.02) and $(1.21) for the above related COVID-19 items for the ninethree and six months ended SeptemberJune 30, 2020.
Assets Under Management
AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.
Assets Under Administration
AUA includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.
Account Value
AV generally equals the aggregate policy account value of our retirement products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.
Protection Solutions Reserves
Protection Solutions Reserves equals the aggregate value of Policyholders’policyholders’ account balances and Futurefuture policy benefits for policies in our Protection Solutions segment.
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Consolidated Results of Operations
Our consolidated results of operations are significantly affected by conditions in the capital markets and the economy because we offer market sensitive products. These products have been a significant driver of our results of operations. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risksrisk of movements in the equity markets and interest rates. The volatility in Netnet income attributable to Holdings for the periods presented below results from the mismatch between: (i) the change in carrying value of the reserves for GMDB and certain GMIB features that do not fully and immediately reflect the impact of equity and interest market fluctuations; and (ii) the change in fair value of products with the GMIB feature that hashave a no-lapse guarantee,guarantee; and (iii) our hedging and reinsurance programs.
Ownership and Consolidation of AllianceBernstein
Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the General Partner of AB. Accordingly, AB’s results are fully reflected in our consolidated financial statements.
Our blended economic interest in AB was approximately 65% for bothduring the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019, respectively.2020.
Effective Tax Rates
For interim reporting periods, we calculate income tax expense using an estimated annual effective tax rate (“ETR”),ETR, with discrete items recognized in the period in which they occur.
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Consolidated Results of Operations
The following table summarizes our consolidated statements of income (loss) for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
Consolidated Statement of Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions, except per share data)
REVENUES
Policy charges and fee income$914 $980 $2,787 $2,847 
Premiums221 284 754 847 
Net derivative gains (losses)(1,472)(453)1,890 (2,323)
Net investment income (loss)879 824 2,530 2,815 
Investment gains (losses), net:
Credit losses on AFS debt securities and loans(4)— (47)— 
Other investment gains (losses), net21 199 237 176 
Total investment gains (losses), net17 199 190 176 
Investment management and service fees1,126 1,101 3,314 3,172 
Other income155 143 434 409 
Total revenues1,840 3,078 11,899 7,943 
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits1,034 1,735 4,546 3,551 
Interest credited to policyholders’ account balances306 320 930 944 
Compensation and benefits503 502 1,498 1,523 
Commissions and distribution-related payments342 317 982 905 
Interest expense52 54 152 167 
Amortization of deferred policy acquisition costs90 128 1,555 489 
Other operating costs and expenses436 449 1,308 1,315 
Total benefits and other deductions2,763 3,505 10,971 8,894 
Income (loss) from continuing operations, before income taxes(923)(427)928 (951)
Income tax (expense) benefit218 121 (141)334 
Net income (loss)(705)(306)787 (617)
Less: Net income (loss) attributable to the noncontrolling interest74 68 197 201 
Net income (loss) attributable to Holdings(779)(374)590 (818)
Less: Preferred stock dividends11 — 34 — 
Net income (loss) available to Holdings’ common shareholders$(790)$(374)$556 $(818)
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic$(1.77)$(0.76)$1.23 $(1.64)
Diluted$(1.77)$(0.76)$1.22 $(1.64)
Weighted average common shares outstanding (in millions):
Basic447.5 490.4 453.0 499.8 
Diluted447.5 490.4 454.1 499.8 

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Non-GAAP Operating Earnings$568 $673 $1,554 $1,704 

Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions, except per share data)
REVENUES
Policy charges and fee income$939 $877 $1,888 $1,873 
Premiums241 244 499 533 
Net derivative gains (losses)(1,199)(6,038)(3,745)3,362 
Net investment income (loss)1,033 1,022 1,917 1,651 
Investment gains (losses), net:
Credit losses on Available for Sale debt securities and loans5 (31)6 (43)
Other investment gains (losses), net415 200 598 216 
Total investment gains (losses), net420 169 604 173 
Investment management and service fees1,318 1,052 2,575 2,188 
Other income198 124 365 279 
Total revenues2,950 (2,550)4,103 10,059 
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Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions, except per share data)
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits828 736 1,767 3,512 
Interest credited to policyholders’ account balances309 307 600 624 
Compensation and benefits568 469 1,148 995 
Commissions and distribution-related payments397 302 779 640 
Interest expense51 48 125 100 
Amortization of deferred policy acquisition costs106 162 193 1,465 
Other operating costs and expenses447 434 1,055 872 
Total benefits and other deductions2,706 2,458 5,667 8,208 
Income (loss) from continuing operations, before income taxes244 (5,008)(1,564)1,851 
Income tax (expense) benefit(21)1,075 387 (359)
Net income (loss)223 (3,933)(1,177)1,492 
Less: Net income (loss) attributable to the noncontrolling interest100 86 188 123 
Net income (loss) attributable to Holdings123 (4,019)(1,365)1,369 
Less: Preferred stock dividends26 10 39 23 
Net income (loss) available to Holdings’ common shareholders$97 $(4,029)$(1,404)$1,346 
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic$0.23 $(8.94)$(3.27)$2.95 
Diluted$0.23 $(8.94)$(3.27)$2.94 
Weighted average common shares outstanding (in millions):
Basic424.2 450.4 429.2 455.8 
Diluted428.3 450.4 429.2 457.1 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Non-GAAP operating earnings$758 $451 $1,358 $986 

The following table summarizes our Non-GAAP Operating Earningsoperating earnings per common share for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)
Non-GAAP Operating Earnings per common share:
Non-GAAP operating earnings per common share:Non-GAAP operating earnings per common share:
BasicBasic$1.24 $1.37 $3.36 $3.41 Basic$1.73 $0.98 $3.07 $2.11 
DilutedDiluted$1.24 $1.37 $3.35 $3.41 Diluted$1.71 $0.98 $3.07 $2.11 

The following discussion compares the results for the three and nine months ended September 30, 2020 to the three and nine months ended September 30, 2019.
Three Months Ended SeptemberJune 30, 20202021 Compared to the Three Months Ended SeptemberJune 30, 20192020
Net Income Attributable to Holdings
Net loss attributable to Holdings increaseddecreased by $405 million,$4.1 billion, to a net lossincome of $779$123 million for the three months ended SeptemberJune 30, 20202021 from a net loss of $374 million$4.0 billion in the three months ended SeptemberJune 30, 2019 primarily driven by the2020. The following notable items:items were the primary drivers for the change in net income (loss):
Favorable items included:
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Increase in Net derivative losses of $1.0loss decreased by $4.8 billion driven by improvementsmainly due to a decrease in interest rates and equity markets duringmarket appreciation in the thirdsecond quarter of 2020 compared to relatively flat equity markets and declining interest rates in2021 as well as the thirdsecond quarter of 2019. Also, contributing were2020 negative impacts from non-performance risk and credit spreads due to spread tightening partially offset by the favorable impact of assumption updates on our GMIBNLG liability.tightening.
Decrease in Net investment gains of $182 million primarily due to the rebalancing of our U.S. Treasury portfolio in 2019.
Decrease in Fee-type revenue of $92increased by $399 million mainly driven by higher base fees, performance-based fees and distribution revenues in our Investment Management & Research segment as a decreaseresult of higher average AUM and net inflows and higher fees in our Individual, Group Retirement and Protection Solutions segments as a result of higher average Separate Accounts AV and higher broker-dealer related revenues.
Investment gains increased by $251 million mainly due to rebalancing in the General Account portfolio associated with the Venerable transaction.
Amortization of DAC decreased by $56 million mainly due to our Protection Solutions and Individual Retirement segments partially offset by an increase in our Investment Management and Research segment.segments. The decrease in our Protection Solutions segment was primarily due to the unfavorable impact of assumption updates in 2020 compared to the favorable impact of assumption updates in 2019, lower premiums reflectingdriven by the impact of the saleassumption update in the first quarter of USFL and MLICA,2020 related to COVID-19 (as a result of the lower premiums on traditional products, and higher ceded premiums. Theinterest rate assumption, Protection Solutions entered into loss recognition resulting in an acceleration of DAC amortization in second quarter 2020).The decrease in our Individual Retirement segment was primarily duereflected the lower increase equity markets on SCS assets during the second quarter 2021 compared to lower feesecond quarter 2020.
Net investment income reflecting lower average AVincreased by $11 million mainly due to outflows onhigher prepayments, higher asset balances and higher income from our older fixed-rate GMxB block. The increasealternative investment portfolio partially offset by the Venerable transaction.
These were partially offset by the following unfavorable items:
Compensation, benefits and other operating expenses increased by $112 million mainly due to higher employee compensation in our Investment Management and Research segment was due to higher distribution revenues and base fees driven by higher average AUM.expenses related to the Venerable transaction.
Increase in Commissions and distribution-related payments of $25 million mainly driven by higher payments to financial intermediaries for distribution of AB mutual funds in our Investment Management and Research segment.
Partially offsetting this decrease were the following notable items:
Decrease in Policyholders’ benefits of $701increased by $92 million mainly due to our Protection Solutions and Individual Retirement segment reflecting lower unfavorable impacts from assumption updates and the favorable impact of the improvements in equity markets in the third quarter of 2020, offset by higher Net Derivatives losses.segments. The decrease was partially offset in our Protection Solutions segment mainly driven by the unfavorable impact of assumption updates in 2020 compared to the favorable impact of assumption updates in 2019, the re-establishment of the profits followed by loss (“PFBL”) reserve upon exiting loss recognition and an increase in term and employee benefits product reserves partially offset by favorable net mortality and lower policyholders’ benefits reflecting the impact of the sale of USFL and MLICA.
Increase in Net investment income of $55 million mainly due to higher asset balances, the General Account investment portfolio optimization and higher income from alternative investments partially offset by lower income from changes in the market value of trading securities supporting our variable annuity products.
Decrease in Amortization of DAC of $38 million mainly driven by our Protection Solutions segment, partially offset by an increase in our Individual Retirement segment. The decrease in our Protection Solutions segment was mainly due to the favorable impact of assumption updates in 2020 comparedProfit followed by Loss reserves reactivity to the unfavorable impact of assumption updates in 2019realized capital gains and the unfavorable impact of the updateincrease in Employee Benefits’ reserves due to reinsurance projections in 2019 andstrong growth partially offset by lower ongoing baseline amortization.adverse mortality. The increase in our Individual Retirement segment was mainly due toreflects lower equity markets appreciation in the unfavorable impactsecond quarter of assumption updates in 20202021 compared to the favorable impactsecond quarter of assumption updates in 20192020 partially offset by the favorable impact of reactivityVenerable transaction.
Commissions and distribution-related payments increased by $95 million mainly due to market movementshigher distribution-related payments in our SCS products.Investment Management and Research segment, as well as the growth in broker dealer sales.
Net income attributable to noncontrolling interest increased by $14 million mainly due to higher AB pre-tax income partially offset by lower consolidated VIE income.
Income tax expense increased by $1.1 billion mainly due to pre-tax income in the second quarter of 2021 compared to a pre-tax loss in the second quarter of 2020.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings increased by $307 million to $758 million for the three months ended June 30, 2021 from $451 million in the three months ended June 30, 2020. The following notable items were the primary drivers for the change in Non-GAAP Operating Earnings:
Favorable items included:
Fee-type revenue increased by $395 million mainly due to higher base fees, performance-based fees and distribution revenues in our Investment Management & Research segment as a result of higher average AUM and net inflows and higher fees in our Individual, Group Retirement and Protection Solutions segments as a result of higher average Separate Accounts AV and higher broker-dealer related revenues.
Net investment income increased by $299 million mainly due to higher prepayments, higher asset balances and higher income from our alternative investment portfolio partially offset by the Venerable transaction.
Net derivative loss decreased by $33 million mainly due to equity market appreciation, which is offset in Policyholder’s benefits, partially offset by inflation related hedging losses.
These were partially offset by the following unfavorable items:
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Decrease in Interest credited to policyholders’ account balances of $14Compensation, benefits and other operating costs and expenses increased by $112 million mainly driven by lower FHLB funding agreements costs due to lower interest rates.employee compensation in our Investment Management and Research segment due to higher revenues.
DecreaseCommissions and distribution-related payments increased by $95 million mainly due to higher distribution-related payments in our Investment Management and Research segment, as well as the growth in broker dealer sales.
Policyholders’ benefits increased by $82 million mainly due to equity market appreciation, which is offset in the Net Derivative gains.
Earnings attributable to the noncontrolling interest increased by $28 million mainly due to higher AB Operating earnings in our Investment Management and Research segment.
Income tax expense increased by $81 million driven by higher pre-tax earnings, partially offset by a lower effective tax rate.
Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
Net Income Attributable to Holdings
Net income (loss) attributable to Holdings decreased by $2.7 billion to a net loss of $1.4 billion for the six months ended June 30, 2021 from a net income of $1.4 billion for the six months ended June 30, 2020. The following notable items were the primary drivers for the change in net income (loss):
Unfavorable items included:
Net derivative gains decreased by $7.1 billion driven by an increase in interest rates and equity market appreciation in the first half of 2021 compared to decreases in interest rates and equity market depreciation in the first half of 2020, as well as the positive impacts from non-performance risk and credit spreads widening in the first half of 2020.
Compensation, benefits and other operating expenses increased by $336 million mainly due to higher litigation reserve accruals, including the COI litigation. In addition, employee compensation in our Investment Management and Research segment increased due to higher revenues.
Commissions and distribution-related payments increased by $139 million mainly due to higher distribution-related payments in our Investment Management and Research segment, as well as the growth in broker dealer sales.
Net income attributable to noncontrolling interest increased by $65 million mainly due to higher AB pre-tax income and higher consolidated VIE income.
These were partially offset by the following favorable items:
Policyholders’ benefits decreased by $1.7 billion mainly due to our Individual Retirement segment reflecting the non-recurrence of $12the interest rate assumption update in the first half of 2020 and equity markets appreciation in the first half of 2021 compared to equity market depreciation in the first half of 2020. This was partially offset by an increase in our Protections Solutions segment reflecting an increase in PFBL reserve from current year capital gains and unfavorable morality driven by COVID-19 claims in the first quarter in 2021, which were offset by higher ceded coverage and the release of reserves. Employee Benefits’ reserves continue to grow in line with the block size.
Amortization of DAC decreased by $1.3 billion mainly due to the interest rate assumption update in the first quarter of 2020 as a result of the extraordinary economic conditions driven by COVID-19. As a result of the lower interest rate assumption, Protection Solutions segment entered into loss recognition resulting in an acceleration of DAC amortization in the first half of 2020.
Fee-type revenue increased by $454 million mainly driven by productivity initiativeshigher base fees, performance fees and COVID-19distribution revenues in our Investment Management & Research segment as a result of higher average AUM revenues and higher fees in our Individual and Group Retirement segments as a result of higher average Separate Accounts AV and higher broker-dealer related expense saves.revenues. The increase was partially offset by lower amortization of the initial fee liability from the non-recurrence of the first quarter 2020 interest rate assumption update.
IncreaseInvestment gains increased by $431 million mainly due to rebalancing in the General Account portfolio associated with the Venerable transaction.
Net investment income increased by $266 million mainly due to higher prepayments, higher asset balances and higher income from our alternative investment portfolio partially offset by the Venerable transaction.
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Income tax benefitexpense decreased by $746 million mainly due to a pre-tax loss in the first half of $97 million primarily driven by2021 compared to a higher pre-tax loss.income in the first half of 2020.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings decreasedoperating earnings increased by $105$372 million to $568 million$1.4 billion for the threesix months ended SeptemberJune 30, 20202021 from $673$986 million in the threesix months ended SeptemberJune 30, 2019.2020. The following notable items were the primary drivers for the decreasechange in Non-GAAP Operating Earnings.operating earnings.
Favorable items included:
Decrease in Net derivative gains of $127Fee-type revenue increased by $495 million mainly due to losses on derivatives used to hedge our GMxB liabilities not carried at fair value.
Decrease in Fee-type revenue of $96 million mainly driven by a decrease in our Protection Solutionshigher base fees, performance-based fees and Individual Retirement segments partially offset by an increasedistribution revenues in our Investment Management & Research segment as a result of higher average AUM revenues, higher fees in our Individual and Research segment. The decreaseGroup Retirement segments as a result of higher average Separate Accounts AV and higher broker-dealer related revenues.
Net investment income increased by $407 million mainly due to higher prepayments, higher asset balances and higher income from our alternative investment portfolio partially offset by the Venerable transaction.
Policyholders’ benefits decreased by $382 million mainly due to equity market appreciation, which is offset in the Net Derivative gains, partially offset by higher ongoing reserves resulting from assumption updates in 2020 and higher death claims in 2021.
Amortization of DAC decreased by $31 million mainly in our Protection Solutions segment was primarilyreflecting lower VISL baseline amortization following the DAC write-off in the first half of 2020.
Interest credited to policyholders’ account balances decreased by $30 million mainly due to the unfavorable impact of assumption updates in 2020 compared toequity market appreciation on our SCS product features.
These were partially offset by the favorable impact of assumption updates in 2019, lower premiums reflecting the impact of the sale of USFL and MLICA, lower premiums on traditional products, and higher ceded premiums. The decrease in our Individual Retirement segment was primarily due to lower fee income reflecting lower average AVfollowing unfavorable items:
Net derivative gains decreased by $540 million mainly due to outflows on our older fixed-rate GMxB block. The increaseequity market appreciation, which is offset in Policyholder’s benefits, and inflation related hedging losses.
Compensation, benefits and other operating costs and expenses increased by $147 million mainly due to employee compensation in our Investment Management and Research segment was due to higher distribution revenues and base fees driven by higher average AUM.revenues.
Increase in Commissions and distribution-related payments of $25 million mainly drivenincreased by higher payments to financial intermediaries for distribution of AB mutual funds in our Investment Management and Research segment.
Partially offsetting this decrease were the following notable items:
Increase in Net investment income of $70$139 million mainly due to higher asset balances, the General Account investment portfolio optimization and higher income from alternative investments.
Decrease in Amortization of DAC of $24 million mainly driven by our Protection Solutions segment, partially offset by an increase in our Individual Retirement segment. The decrease in our Protection Solutions segment was mainly due to the favorable impact of assumption updates in 2020 compared to the unfavorable impact of assumption updates in 2019 and the unfavorable impact of the update to reinsurance projections in 2019 and lower ongoing baseline amortization. The increase in our Individual Retirement segment was mainly due to the unfavorable impact of assumption updates in 2020 compared to the favorable impact of assumption updates in 2019.
Decrease in Interest credited to policyholders’ account balances of $14 million mainly driven by lower FHLB funding agreements costs due to lower interest rates.
Decrease in Income tax expense of $27 million mainly driven by lower pre-tax earnings.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019
Net Income Attributable to Holdings
Net income (loss) attributable to Holdings increased by $1.4 billion, to net income of $590 million for the nine months ended September 30, 2020 from a net loss of $818 million in the nine months ended September 30, 2019 primarily driven by the following notable items:
Increase in Net derivative gains of $4.2 billion mainly reflecting the gains from the first quarter 2020 decrease in interest rates and a lower improvement in equity markets in 2020 when compared to 2019.
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Decrease in Compensation, benefits and other operating expenses of $32 million, mainly driven by productivity initiatives and COVID-19 related expense saves.
Decrease in Interest expense of $15 million mainly driven by the repayment of a $300 million term loan in December 2019 and lower interest expense in our Investment Management and Research segment.
Increase in Fee-type revenue of $14 million mainly driven by higher base fees and distribution revenues resulting from higher average AUM and higher Bernstein Research Services revenues in our Investment Management and Research segment. This increase was partially offset by lower fee income due to lower average Separate Account AV reflecting the March equity markets decline and outflows on our older fixed-rate GMxB block. The decrease in our Protection Solutions segment was driven by lower premiums reflecting the impact of the sale of USFL and MLICA, lower premiums on traditional products (offset in Policyholders’ benefits) and higher ceded premiums.
Decrease in Interest credited to policyholders’ account balances of $14 million mainly driven by lower FHLB funding agreements costs due to lower interest rates partially offset by higher interest credited in our Individual Retirement segment due to higher SCS AV due to new business growth.
Increase in Net investment gains of $14 million primarily due to the rebalancing of our U.S. Treasury portfolio, partially offset by a $50 million impairment on assets related to the USFL and MLICA sale.
Partially offsetting this increase were the following notable items:
Increase in Policyholders’ benefits of $1.0 billion mainly due to the higher unfavorable impact of assumption updates in 2020 including the first quarter assumption update due to COVID-19, the unfavorable impact of equity markets in our GMxB liabilities, the re-establishment of PFBL reserve upon exiting loss recognition and an increase in term and employee benefits product reserves, partially offset by favorable net mortality and lower policyholders’ benefits reflecting the impact of the sale of USFL and MLICA.
Increase in Amortization of DAC of $1.1 billion mainly due to the impact of the assumption updates including the first quarter of 2020 assumption update related to COVID-19.
Decrease in Net investment income of $285 million mainly driven by changes in the market value of trading securities supporting our variable annuity products and lower income from alternative investments partially offset by higher investment income from fixed maturities available-for-sale due to higher asset balances and the General Account investment portfolio optimization.
Increase in Commissions and distribution-related payments of $77 million mainly driven by higher payments to financial intermediaries for distribution of AB mutual funds in our Investment Management and Research segment, as well as the growth in broker dealer sales.
Increase in Income tax expense of $475 million primarily drivenEarnings attributable to the noncontrolling interest increased by pre-tax income in the nine months ended September 30, 2020 compared to a pre-tax loss in the nine months ended September 30, 2019, and a change in the reserve accrual for uncertain tax positions in the nine months ended September 20, 2019.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings decreased by $150 million to $1.6 billion for the nine months ended September 30, 2020 from $1.7 billion in the nine months ended September 30, 2019. The following notable items were the primary drivers for the decrease in Non-GAAP Operating Earnings.
Increase in Policyholders’ benefits of $229$56 million mainly in our Individual Retirement segment (offset by an increase in Net derivatives gains) reflecting the impact of the March equity markets, and our Protection Solutions segment. The increase in our Protection Solutions segment was mainly driven by the unfavorable impact of assumption updates in 2020 compareddue to the favorable impact of assumption updates in 2019, the re-establishment of PFBL reserve upon exiting loss recognition and an increase in term and employee benefits product reserves partially offset by favorable net mortality and the lower policyholders’ benefits reflecting the impact of the sale of USFL and MLICA.
Increase in Commissions and distribution-related payments of $77 million mainly driven by higher payments to financial intermediaries for distribution of AB mutual fundsOperating earnings in our Investment Management and Research segment, as well as the growth in broker dealer sales.
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Decrease in Fee-type revenue of $31 million driven by higher base fees and distribution revenues resulting from higher average AUM and higher Bernstein Research Services revenues in our Investment Management and Research segment. This increase was partially offset by lower fee income due to lower average Separate Account AV reflecting outflows on our older fixed-rate GMxB block. The decrease in our Protection Solutions segment was due to lower premiums reflecting the impact of the sale of USFL and MLICA, lower premiums on traditional products (offset in Policyholders’ benefits), higher ceded premiums and the unfavorable impact of assumption updates in 2020 compared to the favorable impact of assumption updates in 2019.
Increase in Earnings attributable to the noncontrolling interest of $20 million mainly in our Investment Management and Research segment due to higher AB Operating earnings.
Partially offsetting this decrease were the following notable items:
Increase in Net derivative gains of $114 million mainly due to gains on derivatives used to hedge our GMxB liabilities not carried at fair value.
Decrease in Amortization of DAC of $36 million mainly in our Protection Solutions segment partially offsetIncome tax expense increased by an increase in our Individual Retirement segment. The decrease in our Protection Solutions segment was mainly due to the favorable impact of assumption updates in 2020 compared to the unfavorable impact of assumption updates in 2019 and the unfavorable impact of the update to reinsurance projections in 2019 and lower ongoing baselines amortization. The increase in our Individual Retirement segment was mainly due to the unfavorable impact of assumption updates in 2020 compared to the favorable impact of assumption updates in 2019.
Decrease in Compensation, benefits and other operating costs and expenses of $22$87 million mainly driven by productivity initiatives and COVID-19 related expense saves, partially offset by an increase in our Investment Management and Research segment due to higher employee compensation attributed to higher revenues.
Decrease in Income tax expense of $26 million mainly driven by lower pre-tax earnings.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Results of Operations by Segment
We manage our business through the following four segments: Individual Retirement, Group Retirement, Investment Management and Research, and Protection Solutions. We report certain activities and items that are not included in our four segments in Corporate and Other. The following section presents our discussion of Operatingoperating earnings (loss) by segment and AUM, AV and Protection Solutions Reserves by segment, as applicable. Consistent with U.S. GAAP guidance for segment reporting, Operatingoperating earnings (loss) is our U.S. GAAP measure of segment performance. See Note 1413 of the Notes to the Consolidated Financial Statements for further information on our segments.
The following table summarizes Operatingoperating earnings (loss) on our segments and Corporate and Other for the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019:2020:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
(in millions)
Operating earnings (loss) by segment:
Individual Retirement$371 $465 $1,094 $1,206 
Group Retirement129 105 325 281 
Investment Management and Research104 93 291 250 
Protection Solutions51 100 88 207 
Corporate and Other(87)(90)(244)(240)
Non-GAAP Operating Earnings$568 $673 $1,554 $1,704 
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Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings (loss) by segment:
Individual Retirement$414 $350 $777 $723 
Group Retirement171 90 322 196 
Investment Management and Research126 92 247 187 
Protection Solutions63 (12)104 37 
Corporate and Other(16)(69)(92)(157)
Non-GAAP operating earnings$758 $451 $1,358 $986 

Effective Tax Rates by Segment
For interim reporting periods, we calculate income tax expense using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. Income tax expense is calculated using the ETR and then allocated to our business segments using an 17% ETR for our retirement and protection businessbusinesses (Individual Retirement, Group Retirement, and Protection Solutions) and a 27% ETR for Investment Management and Research.
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Individual Retirement
The Individual Retirement segment includes our variable annuity products which primarily meet the needs of individuals saving for retirement or seeking retirement income.
The following table summarizes Operatingoperating earnings of our Individual Retirement segment for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating earnings$371 $465 $1,094 $1,206 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings$414 $350 $777 $723 


Key components of Operatingoperating earnings are:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
REVENUESREVENUESREVENUES
Policy charges, fee income and premiumsPolicy charges, fee income and premiums$519 $538 $1,513 $1,560 Policy charges, fee income and premiums$496 $493 $1,018 $994 
Net investment incomeNet investment income324 287 906 835 Net investment income351 266 676 582 
Net derivative gains (losses)Net derivative gains (losses)58 170 414 312 Net derivative gains (losses)(69)(123)(128)356 
Investment management, service fees and other incomeInvestment management, service fees and other income178 186 519 546 Investment management, service fees and other income201 164 393 341 
Segment revenuesSegment revenues$1,079 $1,181 $3,352 $3,253 Segment revenues$979 $800 $1,959 $2,273 
BENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefitsPolicyholders’ benefits$298 $376 $1,046 $904 Policyholders’ benefits$163 $76 $369 $748 
Interest credited to policyholders’ account balancesInterest credited to policyholders’ account balances78 77 241 229 Interest credited to policyholders’ account balances67 81 135 163 
Commissions and distribution-related paymentsCommissions and distribution-related payments71 72 203 209 Commissions and distribution-related payments75 60 156 132 
Amortization of deferred policy acquisition costsAmortization of deferred policy acquisition costs94 (8)253 129 Amortization of deferred policy acquisition costs73 72 151 159 
Compensation, benefits and other operating costs and expensesCompensation, benefits and other operating costs and expenses93 100 286 325 Compensation, benefits and other operating costs and expenses99 87 211 193 
Interest expenseInterest expense —  — Interest expense —  — 
Segment benefits and other deductionsSegment benefits and other deductions$634 $617 $2,029 $1,796 Segment benefits and other deductions$477 $376 $1,022 $1,395 
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The following table summarizes AV for our Individual Retirement segment as of the dates indicated:
As of
September 30, 2020December 31, 2019June 30, 2021December 31, 2020
(in millions)(in millions)
AVAVAV
General AccountGeneral Account$28,376 $26,108 General Account$34,090 $30,783 
Separate AccountsSeparate Accounts79,455 82,814 Separate Accounts74,345 86,607 
Total AV Total AV$107,831 $108,922  Total AV$108,435 $117,390 
The following table summarizes a roll-forward of AV for our Individual Retirement segment for the periods presented:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Balance as of beginning of period$120,780 $93,589 $117,390 $108,922 
  Gross premiums2,821 1,719 5,290 3,709 
  Surrenders, withdrawals and benefits(2,999)(1,772)(5,984)(4,082)
    Net flows (1)(178)(53)(694)(373)
  Investment performance, interest credited and policy charges (3)4,703 10,304 8,609 (4,700)
Ceded to Venerable (2)(16,927)— (16,927)— 
Reclassified to Liabilities held for sale —  (3)
Other (3)57 — 57 (6)
Balance as of end of period$108,435 $103,840 $108,435 $103,840 
102______________


Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Balance as of beginning of period$103,840 $104,307 $108,922 $94,589 
  Gross premiums1,735 2,135 5,444 6,346 
  Surrenders, withdrawals and benefits(2,162)(2,258)(6,244)(6,649)
    Net flows(427)(123)(800)(303)
  Investment performance, interest credited and policy charges4,418 (205)(282)10,151 
Transfer to Corporate and Other (1) —  (458)
Reclassified to Liabilities held for sale — (3)— 
Other (2) — (6)— 
Balance as of end of period$107,831 $103,979 $107,831 $103,979 
______________
(1) TransferNet flows of ($120) million and Investment performance, interest credited and policy charges of $148 million not included as it relates to Corporate and Other represents the placement of an Individual Retirement product in run-off effectiveactivity from June 1, 2021 to June 30, 2021 for the second quarter of 2019.AV ceded to Venerable.
(2) RepresentsEffective June 1, 2021, AV excludes activity related to ceded AV to Venerable. In addition, roll-forward reflects the AV ceded to Venerable as of the transaction date. For additional information on the Venerable transaction see Note 1 of the Notes to Consolidated Financial Statements.
(3) For the three and six months ended June 30, 2021, amounts reflect AV transfer of a closed block of GMxB business from GR to IR. For the six months ended June 30, 2020, amounts are primarily related to our fixed income annuity (“FIA”) contracts which were previously reported as Policyholders’ account balances in the consolidated balance sheets and therefore included in our definition of “Account Value”. Effective January 1, 2020, FIAs are reported as Futurefuture policy benefits and other policyholders’ liabilities in the consolidated balance sheets and accordingly were excluded from Account Value.
Three Months Ended SeptemberJune 30, 20202021 Compared to the Three Months Ended SeptemberJune 30, 20192020 for the Individual Retirement Segment
Operating earnings
Operating earnings decreased $94increased $64 million to $371$414 million during the three months ended SeptemberJune 30, 20202021 from $465$350 million in the three months ended SeptemberJune 30, 2019. 2020. The following notable items were the primary drivers forof the decreasechange in Operating earnings.operating earnings:
Favorable items included:
AmortizationNet investment income increased by $85 million mainly due to higher prepayments, higher asset balances and higher income from our alternative investment portfolio partially offset by the Venerable transaction.
Fee-type revenue increased by $65 million due to higher average Separate Accounts AV as a result of DAC increased $102equity market appreciation since the market lows in the second quarter of 2020 and inflows from our current product offering. The increase in Fee-type revenue was partially offset by the impacts of fee-income ceded to Venerable.
Interest credited to policyholders’ account balances decreased by $14 million mainly due to the $20 million unfavorable impact of assumption updates in 2020 compared to the $92 million favorable impact of assumption updates in 2019.
Fee-type revenue decreased $15 million due to lower average Separate Accounts AV mainly driven by outflowsequity market appreciation on our older fixed-rate GMxB block.SCS product features.
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These were partially offset by the following unfavorable items:
Net GMxB results decreased $43by $46 million primarily due to ongoing higher interest and funding requirementsreserves resulting from assumption updates.
The decrease wasupdates in 2020, partially offset by:by the Venerable transaction. GMxB results are included in policy charges and fee income, net derivative gains (losses), and policyholders’ benefits.
Net investment incomeCommissions and distribution-related payments increased $37by $15 million mainly due to higher average asset balances, the General Account investment portfolio optimization and higher income from alternative investments.balances.
Compensation, benefits and other operating costs and expenses decreased $7increased by $12 million primarily due to productivity initiativeslower legal expenses and COVID-19lower investment management fees from lower average SA assets in 2020.
Non-GMxB related expense saves.derivative gains decreased by $12 million primarily due to inflation related hedging loss, partially offset by CDS coupons.
Income tax expense decreased $25increased by $14 million due tomainly driven by higher pre-tax earnings, partially offset by lower pre-tax earnings.effective tax rate.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Net Flows and AV
The increasedecline in AV of $4.0$12.3 billion in the three months ended SeptemberJune 30, 20202021 was primarily due to $16.9 billion of AV ceded to Venerable and $178 million in net outflows, partially offset by a $4.4$4.7 billion increase in equity markets, partially offset by $427 million in net outflows.markets.
Net outflows of $427$178 million were $304$125 million higher than in the three months ended SeptemberJune 30, 2019,2020, mainly driven by $778$940 million of outflows on our older fixed-rate GMxB block, partially offset by $351$762 million of inflows on our newer, less capital-intensive products.
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NineSix Months Ended SeptemberJune 30, 20202021 Compared to the NineSix Months Ended SeptemberJune 30, 20192020 for the Individual Retirement Segment
Operating earnings
Operating earnings decreased $112increased $54 million to $1.1 billion$777 million during the ninesix months ended SeptemberJune 30, 20202021 from $1.2 billion$723 million in the ninesix months ended SeptemberJune 30, 2019.2020. The following notable items were the primary drivers forof the decreasechange in Operating earnings.operating earnings:

Amortization of DAC increased $124 million mainly due to the $20 million unfavorable impact of assumption updates in 2020 compared to the $92 million favorable impact of assumption updates in 2019.
Favorable items included:
Fee-type revenue decreased $61increased by $105 million mainly due to lowerhigher average Separate Accounts AV primarilyas a result of equity market appreciation since the market lows in the first half of 2020 and inflows from outflows on our older fixed-rate GMxB block.current product offering. The increase in Fee-type revenue was partially offset by the impacts of fee-income ceded to Venerable.
Net investment income increased by $94 million mainly due to higher prepayments, higher asset balances and higher income from our alternative investment portfolio partially offset by the Venerable transaction.
Interest credited to policyholders’ account balances increased $12decreased by $28 million primarily driven by higher SCS AVmainly due to new business growth.the impact of equity market appreciation on our SCS product features.
These were partially offset by the following unfavorable items:
Net GMxB results decreased $49by $127 million primarily due to ongoing higher interest and funding requirementsreserves resulting from assumption updates in 2020 and a growth in no lapse guarantee benefits,higher death claims, partially offset by higher rider fees.the Venerable transaction.
The decrease was partially offset by:
Net investment incomeCommissions and distribution-related payments increased $71by $24 million mainly due to higher average asset balances and the General Account investment portfolio optimization, partially offset by lower income from alternative investments.balances.
Compensation, benefits and other operating costs and expenses decreased $39increased by $18 million primarily due to productivity initiativeslower legal expenses and COVID-19lower investment management fees from lower average SA assets in 2020.
Non-GMxB related expense saves.derivative gains decreased by $13 million primarily due to inflation related hedging loss, partially offset by CDS coupons.
Income tax expense decreased $22increased by $5 million mainly driven by lowerhigher pre-tax earnings, andpartially offset by a lower effective tax rate in the nine months ended September 30, 2019.rate.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
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Net Flows and AV
The decline in AV of $1.1$9.0 billion in the ninesix months ended SeptemberJune 30, 20202021 was primarily duedriven by $16.9 billion of AV ceded to Venerable and net outflows of $800$694 million partially offset by an increase in investments performance and declines ininterest credited to account balances, net of policy charges of $8.6 billion as a result of equity marketsmarket appreciation during the first half of $282 million .2021.
Net outflows of $800$694 million were $497$321 million higher than in the ninesix months ended SeptemberJune 30, 2020, mainly driven by $2.4$2.0 billion of outflows on our older fixed-rate GMxB block, partially offset by $1.6$1.3 billion of inflows on our newer, less capital-intensive products.
Group Retirement
The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.
The following table summarizes Operatingoperating earnings of our Group Retirement segment for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating earnings$129 $105 $325 $281 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings$171 $90 $322 $196 

Key components of Operatingoperating earnings are:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
REVENUES
Policy charges, fee income and premiums$75 $72 $214 $206 
Net investment income174 148 460 432 
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Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
REVENUESREVENUES
Policy charges, fee income and premiumsPolicy charges, fee income and premiums$91 $68 $177 $139 
Net investment incomeNet investment income195 127 375 286 
Net derivative gains (losses)Net derivative gains (losses)(3)1 Net derivative gains (losses)(5)(5)
Investment management, service fees and other incomeInvestment management, service fees and other income55 52 154 150 Investment management, service fees and other income65 47 128 99 
Segment revenuesSegment revenues$301 $273 $829 $791 Segment revenues$346 $246 $675 $528 
BENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefitsPolicyholders’ benefits$1 $— $2 $Policyholders’ benefits$ $$ $
Interest credited to policyholders’ account balancesInterest credited to policyholders’ account balances76 78 226 226 Interest credited to policyholders’ account balances75 74 150 150 
Commissions and distribution-related paymentsCommissions and distribution-related payments9 33 30 Commissions and distribution-related payments16 13 29 24 
Amortization of deferred policy acquisition costsAmortization of deferred policy acquisition costs14 28 27 Amortization of deferred policy acquisition costs8 13 14 
Compensation, benefits and other operating costs and expensesCompensation, benefits and other operating costs and expenses46 54 147 168 Compensation, benefits and other operating costs and expenses40 47 95 101 
Interest expenseInterest expense —  — Interest expense —  — 
Segment benefits and other deductionsSegment benefits and other deductions$146 $146 $436 $452 Segment benefits and other deductions$139 $137 $287 $290 
The following table summarizes AV for our Group Retirement segment as of the dates indicated:
As of
September 30, 2020December 31, 2019June 30, 2021December 31, 2020
(in millions)(in millions)
AVAVAV
General AccountGeneral Account$12,627 $12,071 General Account$12,983 $12,826 
Separate AccountsSeparate Accounts26,088 25,809 Separate Accounts32,940 29,633 
Total AVTotal AV$38,715 $37,880 Total AV$45,923 $42,459 
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The following table summarizes a roll-forward of AV for our Group Retirement segment for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
Balance as of beginning of periodBalance as of beginning of period$37,090 $36,057 $37,880 $32,401 Balance as of beginning of period$43,950 $33,148 $42,459 $37,880 
Gross premiumsGross premiums706 770 2,427 2,520 Gross premiums928 796 1,833 1,721 
Surrenders, withdrawals and benefitsSurrenders, withdrawals and benefits(799)(793)(2,176)(2,272)Surrenders, withdrawals and benefits(860)(580)(1,816)(1,377)
Net flowsNet flows(93)(23)251 248 Net flows68 216 17 344 
Investment performance, interest credited and policy chargesInvestment performance, interest credited and policy charges1,718 27 584 3,412 Investment performance, interest credited and policy charges1,962 3,726 3,504 (1,134)
Other (1)Other (1)(57)— (57)— 
Balance as of end of periodBalance as of end of period$38,715 $36,061 $38,715 $36,061 Balance as of end of period$45,923 $37,090 $45,923 $37,090 
____________
(1) For the three and six months ended June 30, 2021, amounts reflect AV transfer of GMxB closed block business from GR to IR.

Three Months Ended SeptemberJune 30, 20202021 Compared to the Three Months Ended SeptemberJune 30, 20192020 for the Group Retirement Segment
Operating earnings
Operating earnings increased $24$81 million to $129$171 million during the three months ended SeptemberJune 30, 20202021 from $105$90 million in the three months ended SeptemberJune 30, 2019.2020. The increase is primarily attributable tofollowing notable items were the following:primary drivers of the change in operating earnings:
Favorable items included:
Net investment income increased $26by $68 million due to higher asset balances, the General Account investment portfolio optimization, prepayments and higher income from our alternative investments.investment portfolio.
Fee-type revenuesrevenue increased $6by $41 million due to higher average Separate Accounts AV, driven by equity market performance.appreciation.
Compensation, benefits and other operating costs and expenses decreased $8by $7 million mainly due to productivity initiatives and COVID-19 relatedcontinued expense saves.management.
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The increase wasThese were partially offset by the following:following unfavorable items:
Net derivative gains decreased by $9 million mainly due to inflation related hedging loss, partially offset by CDS coupons.
Amortization of DAC increased $9by $6 million mainly due to the favorable impact in second quarter 2020 from lower crediting rates.
Commissions and distribution related payments increased by $3 million unfavorable impact of assumption updates in 2020 comparedmainly due to the $3 million favorable in 2019).a higher asset base.
Income tax expense increased $4by $17 million due to higher pre-tax earnings.earnings, partially offset by a lower effective tax rate.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Net Flows and AV
The increase in AV of $1.6$2.0 billion in the three months ended SeptemberJune 30, 20202021 was driven by strong equity markets partially offset byand net outflowsinflows of $93$68 million.
Net outflowsinflows of $93$68 million increased $71decreased $148 million, due to lower first year premiums due to the impact of COVID-19,higher surrender activity, partially offset by higher renewals.sales and renewals overall.
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Six Months Ended SeptemberJune 30, 20202021 Compared to the NineSix Months Ended SeptemberJune 30, 20192020 for the Group Retirement Segment
Operating earnings
Operating earnings increased $44$126 million to $325$322 million during the ninesix months ended SeptemberJune 30, 20202021 from $281$196 million induring the ninesix months ended SeptemberJune 30, 2019.2020. The increase is primarily attributable tofollowing notable items were the following:primary drivers of the change in operating earnings:
Favorable items included:

Net investment income increased $28by $89 million due to higher asset balances, General Account portfolio optimization, prepayments and higher income from our alternative investment portfolio.
Fee-type revenue increased by $67 million due to higher asset balances and our General Account investment portfolio optimization, partially offsetaverage Separate Accounts AV, driven by lower income from alternative investments.equity market appreciation.
Compensation, benefits and other operating costs and expenses decreased $21by $6 million mainly due to productivity initiatives and COVID-19 relatedcontinued expense saves.management.
Fee-type revenues increased $12 million due to higher average Separate Account AV driven by higher equity market performance.
The increase wasThese were partially offset by the following:following unfavorable items:
Net derivative gains decreased by $9 million due to inflation related hedging loss, partially offset by CDS coupons.
Commissions and distribution relateddistribution-related payments increased $3by $5 million mainly due to a higher asset base.
Income tax expense increased $10by $24 million due to higher pre-tax earnings.earnings, partially offset by a lower effective tax rate.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Net Flows and AV
The increase in AV of $835 million$3.5 billion in the ninesix months ended SeptemberJune 30, 20202021 was primarily due to strong equity market performance of $584 millionmarkets and net inflows of $251$17 million.
Net inflows of $251$17 million increased $3decreased $327 million as lower surrenders anddue to higher renewals reflect continuous client engagement weresurrender activity, partially offset by lower first year premiums due to the impacthigher sales and renewals overall.
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Investment Management and Research
The Investment Management and Research segment provides diversified investment management, research and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our economic interest in AB of approximately 65% during the three months and ninesix months ended SeptemberJune 30, 20202021 and 2019 respectively.2020.
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings$126 $92 $247 $187 
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating earnings$104 $93 $291 $250 

Key components of Operatingoperating earnings are:
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Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
REVENUESREVENUESREVENUES
Net investment incomeNet investment income$13 $$12 $44 Net investment income$12 $32 $12 $(1)
Net derivative gains (losses)Net derivative gains (losses)(14)— (15)(29)Net derivative gains (losses)(11)(31)(9)(1)
Investment management, service fees and other incomeInvestment management, service fees and other income900 867 2,653 2,485 Investment management, service fees and other income1,071 843 2,073 1,753 
Segment revenuesSegment revenues$899 $872 $2,650 $2,500 Segment revenues$1,072 $844 $2,076 $1,751 
BENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONS
Commissions and distribution related paymentsCommissions and distribution related payments$148 $128 $414 $350 Commissions and distribution related payments$168 $126 $330 $266 
Compensation, benefits and other operating costs and expensesCompensation, benefits and other operating costs and expenses531 542 1,612 1,598 Compensation, benefits and other operating costs and expenses629 523 1,209 1,081 
Interest expenseInterest expense1 5 Interest expense 1 
Segment benefits and other deductionsSegment benefits and other deductions$680 $672 $2,031 $1,957 Segment benefits and other deductions$797 $651 $1,540 $1,351 

Changes in AUM in the Investment Management and Research segment for the periods presented were as follows:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in billions) (in billions)
Balance as of beginning of periodBalance as of beginning of period$600.0 $580.8 $622.9 $516.4 Balance as of beginning of period$697.2 $541.8 $685.9 $622.9 
Long-term flowsLong-term flowsLong-term flows
Sales/new accountsSales/new accounts29.3 26.3 92.8 76.7 Sales/new accounts45.0 31.8 78.4 63.5 
Redemptions/terminationsRedemptions/terminations(23.2)(18.6)(87.3)(52.8)Redemptions/terminations(32.4)(31.4)(56.6)(64.1)
Cash flow/unreinvested dividendsCash flow/unreinvested dividends$(3.0)$0.4 $(11.3)$(5.2)Cash flow/unreinvested dividends(6.4)(3.7)(10.3)(8.3)
Net long-term (outflows) inflows3.1 8.1 (5.8)18.7 
Net long-term inflows (outflows) (1)Net long-term inflows (outflows) (1)6.2 (3.3)11.5 (8.9)
AcquisitionAcquisition 0.2 — Acquisition —  0.2 
AUM adjustment (1) —  (0.9)
Market appreciation (depreciation)Market appreciation (depreciation)27.7 3.5 13.5 58.2 Market appreciation (depreciation)35.0 61.5 41.0 (14.2)
Net changeNet change30.8 11.6 7.9 76.0 Net change41.2 58.2 52.5 (22.9)
Balance as of end of periodBalance as of end of period$630.8 $592.4 $630.8 $592.4 Balance as of end of period$738.4 $600.0 $738.4 $600.0 
______________
(1) Approximately $900 millionInstitutional net flows include $1.3 billion and $1.3 billion of non-investment management fee earning taxableAXA's redemptions of certain low-fee fixed income mandates for the three-month and tax-exempt money market assets were removed from assets under management during the second quarter of 2019.

six-month periods ended June 30, 2021, respectively.
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Average AUM in the Investment Management and Research segment for the periods presented by distribution channel and investment services were as follows:
Three Months Ended September 30,Nine Months Ended September 30, Three Months Ended June 30,Six Months Ended June 30,
2020201920202019 2021202020212020
(in billions)(in billions)
Distribution Channel:Distribution Channel:Distribution Channel:
InstitutionsInstitutions$287.4 $270.7 $280.9 $261.4 Institutions$324.9 $271.5 $319.7 $276.6 
RetailRetail239.8 218.5 231.1 206.1 Retail284.3 215.8 276.7 225.8 
Private Wealth ManagementPrivate Wealth Management97.1 97.1 95.8 95.5 Private Wealth Management113.4 91.2 110.3 94.8 
TotalTotal$624.3 $586.3 $607.8 $563.0 Total$722.6 $578.5 $706.7 $597.2 
Investment Service:Investment Service:Investment Service:
Equity Actively ManagedEquity Actively Managed$184.4 $160.3 $172.4 $154.8 Equity Actively Managed$246.6 $160.5 $235.4 $165.7 
Equity Passively Managed (1)Equity Passively Managed (1)58.0 57.1 55.9 55.6 Equity Passively Managed (1)68.5 51.7 66.6 54.5 
Fixed Income Actively Managed – TaxableFixed Income Actively Managed – Taxable253.0 246.9 253.5 234.7 Fixed Income Actively Managed – Taxable253.2 244.9 255.7 252.9 
Fixed Income Actively Managed – Tax-exemptFixed Income Actively Managed – Tax-exempt48.1 45.3 47.5 44.0 Fixed Income Actively Managed – Tax-exempt52.9 46.1 52.1 47.1 
Fixed Income Passively Managed (1)Fixed Income Passively Managed (1)9.3 9.5 9.6 9.4 Fixed Income Passively Managed (1)8.7 10.2 8.5 9.8 
Other (2)71.5 67.2 68.9 64.5 
Alternatives/Multi-Asset Solutions (2)Alternatives/Multi-Asset Solutions (2)92.7 65.1 88.4 67.2 
TotalTotal$624.3 $586.3 $607.8 $563.0 Total$722.6 $578.5 $706.7 $597.2 
___        ____________
(1)Includes index and enhanced index services.
(2)Includes multi-asset solutions and services not included in equity or fixed income services. Prior to December 31, 2020, this investment service line was disclosed as “Other.” In order to reflect the increasing significance of our Alternatives and certain alternative investments.Multi-Asset Solutions services, we updated the investment service line to “Alternatives and Multi-Asset Solutions."
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Three Months Ended SeptemberJune 30, 20202021 Compared to the Three Months Ended SeptemberJune 30, 20192020 for the Investment Management and Research Segment
Operating earnings
Operating earnings increased $11$34 million to $104$126 million during the three months ended SeptemberJune 30, 20202021 from $93$92 million in three months ended SeptemberJune 30, 2019 primarily attributable to2020. The following notable items were the following:primary drivers of the change in operating earnings:
Favorable items included:
Increase in fee-type revenues of $33Fee-type revenue increased by $228 million primarily due to higher base fees, performance based fees and distribution revenues, and base fees driven by higher average AUM.AUM due to market appreciation and net inflows, partially offset by lower Bernstein Research Services revenues due to reduced customer trading activity relative to the COVID-related surge in trading volume experienced during the second quarter of 2020.
These were partially offset by the following unfavorable items:
Compensation, benefits, interest expense and other operating costs and expenses decreased $11 million primarily due to lower compensation and COVID-19 related expense saves.
Net investment income increased $8by $104 million mainly due to gains on seed capital investments, offset by Net derivative losses.
The increase was partially offset by the following:
Net derivative gains (losses) decreased $14 million offsetting the increase in Net investment income.higher employee compensation attributed to higher revenues.
Commissions and distribution-related payments increased $20by $42 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds, primarily resulting from increased average AUM of these mutual funds.
Earnings attributable to noncontrolling interest increased by $31 million due to higher pre-tax earnings.
Net investment income decreased by $20 million mainly due to lower gains on the seed capital investments subject to market risk, offset in Net derivative gains by $20 million mainly due to lower losses from economically hedging the seed capital investments.
Income tax expense increased by $17 million primarily due to higher pre-tax earnings.
Long-Term Net Flows and AUM
Total AUM as of SeptemberJune 30, 20202021 was $630.8$738.4 billion, up $30.841.2 billion, or 5.1%5.9%, compared to June 30, 2020.March 31, 2021. During the thirdsecond quarter of 2020,2021, AUM increased as a result of market appreciation of $27.7$35.0 billion and net inflows of $3.1$6.2 billion, primarily due to InstitutionalRetail net inflows of $2.1$5.2 billion. Excluding AXA redemptions of $2.2 billion, net inflows were $5.3low-fee fixed income mandates of $1.3 billion in the thirdsecond quarter, the firm generated net inflows of $7.5 billion in the second quarter.
NineSix Months Ended SeptemberJune 30, 20202021 Compared to the NineSix Months Ended SeptemberJune 30, 20192020 for the Investment Management and Research Segment
Operating earnings
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Operating earnings increased $41$60 million to $291$247 million during the ninesix months ended SeptemberJune 30, 20202021 from $250$187 million in ninesix months ended SeptemberJune 30, 2019 primarily attributable to2020. The following notable items were the following:primary drivers of the change in operating earnings:
Favorable items included:
Increase in fee-type revenues of $168Fee-type revenue increased by $320 million primarily due to higher base fees, performance based fees and distribution revenues, driven by higher average AUM due to market appreciation and highernet inflows, partially offset by lower Bernstein Research Services revenues.revenues due to reduced customer trading activity relative to the COVID-related surge in trading volume experienced during the first half of 2020.
Net derivative losses decreased $14 million partially offsetting the decrease in Net investment income.
The increase was partially offset by the following:
Decrease in Net investment income of $32increased by $13 million mainly due to higher gains on the seed capital investmentinvestments subject to market risk, partially offset by lowerin Net derivative losses.gains by $8 million mainly due to higher losses from economically hedging the seed capital investments.
These were partially offset by the following unfavorable items:
Compensation, benefits and other operating costs and expenses increased by $128 million primarily due to higher employee compensation attributed to higher revenues.
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Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds.
Compensation, benefits and other operating costs and expensesfunds, primarily resulting from increased $14 million primarily due to higher employee compensation attributed to higher revenues.average AUM of these mutual funds.
Earnings attributable to the noncontrolling interest increased by $26$52 million due to higher pre-tax earnings.
Income tax expense increased $9by $24 million primarily due to higher pre-tax earnings, partially offset by a lower effective tax rate in the nine months ended September 20,2020.earnings.
Long-Term Net Flows and AUM
Total AUM as of SeptemberJune 30, 20202021 was $630.8$738.4 billion, up $38.4$52.5 billion, or 6.5%7.7%, compared to SeptemberDecember 31, 2020, and up $138.4 billion, or 23.1%, compared to June 30, 2019.2020. During the twelvesix months ended SeptemberJune 30, 2020,2021, AUM increased as a result of market appreciation of $37.4$41.0 billion and net inflows of $0.8$11.5 billion. During the twelve months ended June 30, 2021, AUM increased as a result of market appreciation of $120.7 billion (Retailand net inflows of $4.3 billion were partially offset by$17.7 billion.
During the six months ended June 30, 2021, Retail, Private Wealth Management and Institutional net outflows of $2.5inflows were $7.9 billion, $1.9 billion and $1.7 billion, respectively. During the twelve months ended June 30, 2021, Institutional, Retail and Private Wealth Management net outflows of $1.0 billion). inflows were $8.7 billion, $7.9 billion and $1.1 billion, respectively.
Excluding AXA’s redemption of $11.1low-fee fixed income mandates of $4.2 billion, in the first nine months of 2020,AB generated net inflows were $11.9of $21.9 billion during the twelve months ended SeptemberJune 30, 2020.2021.
Protection Solutions
The Protection Solutions segment includes our life insurance and employee benefits businesses. We provide a targeted range of products aimed at serving the financial needs of our clients throughout their lives, including VUL, IUL and term life products. In 2015, we entered the employee benefits market and currently offer a suite of dental, vision, life, as well as short- and long-term disability insurance products to small and medium-size businesses.
In recent years, we have refocused our product offering and distribution towards less capital intensive, higher return accumulation and protection products. For example, in January 2021, we discontinued offering our most interest sensitive IUL product (“IUL Protect”). We plan to improve our Operatingoperating earnings over time through earnings generated from sales of our repositioned product portfolio and by proactively managing and optimizing our in-force book.
The following table summarizes Operatingoperating earnings (loss) of our Protection Solutions segment for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating earnings (loss)$51 $100 $88 $207 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings (loss)$63 $(12)$104 $37 
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Key components of Operatingoperating earnings (loss) are:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in millions)(in millions)
REVENUESREVENUESREVENUES
Policy charges, fee income and premiumsPolicy charges, fee income and premiums$450 $555 $1,480 $1,622 Policy charges, fee income and premiums$507 $468 $1,011 $1,030 
Net investment incomeNet investment income240 242 688 714 Net investment income271 204 533 448 
Net derivative gains (losses)Net derivative gains (losses)3 (1)10 10 Net derivative gains (losses)(10)(11)
Investment management, service fees and other incomeInvestment management, service fees and other income58 59 166 178 Investment management, service fees and other income64 51 125 108 
Segment revenuesSegment revenues$751 $855 $2,344 $2,524 Segment revenues$832 $728 $1,658 $1,593 
BENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONSBENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefitsPolicyholders’ benefits$455 $359 $1,415 $1,277 Policyholders’ benefits$469 $460 $978 $960 
Interest credited to policyholders’ account balancesInterest credited to policyholders’ account balances130 131 394 396 Interest credited to policyholders’ account balances134 137 257 264 
Commissions and distribution related paymentsCommissions and distribution related payments40 41 115 122 Commissions and distribution related payments42 35 76 75 
Amortization of deferred policy acquisition costsAmortization of deferred policy acquisition costs(16)120 63 229 Amortization of deferred policy acquisition costs33 29 59 79 
Compensation, benefits and other operating costs and expensesCompensation, benefits and other operating costs and expenses82 84 251 254 Compensation, benefits and other operating costs and expenses78 81 163 169 
Interest expenseInterest expense —  — Interest expense —  — 
Segment benefits and other deductionsSegment benefits and other deductions$691 $735 $2,238 $2,278 Segment benefits and other deductions$756 $742 $1,533 $1,547 
The following table summarizes Protection Solutions Reserves for our Protection Solutions segment as of the dates presented:
As of
September 30, 2020December 31, 2019June 30, 2021December 31, 2020
(in millions)(in millions)
Protection Solutions Reserves (1)Protection Solutions Reserves (1)Protection Solutions Reserves (1)
General AccountGeneral Account$18,691 $17,300 General Account$18,588 $18,905 
Separate AccountsSeparate Accounts13,190 13,616 Separate Accounts16,281 14,771 
Total Protection Solutions ReservesTotal Protection Solutions Reserves$31,881 $30,916 Total Protection Solutions Reserves$34,869 $33,676 
_______________
(1)Does not include Protection Solutions Reserves for our employee benefits business as it is a start-up business and therefore has immaterial in-force policies.
The following table presents our in-force face amounts for the periods indicated, respectively, for our individual life insurance products:
As of
September 30, 2020December 31, 2019June 30, 2021December 31, 2020
(in billions)(in billions)
In-force face amount by product: (1)In-force face amount by product: (1)In-force face amount by product: (1)
Universal Life (2)Universal Life (2)$49.5 $53.3 Universal Life (2)$47.3 $48.7 
Indexed Universal LifeIndexed Universal Life27.5 25.8 Indexed Universal Life28.0 27.7 
Variable Universal Life (3)Variable Universal Life (3)126.7 127.5 Variable Universal Life (3)129.8 127.7 
TermTerm203.3 233.5 Term216.0 215.2 
Whole LifeWhole Life1.3 1.4 Whole Life1.3 1.3 
Total in-force face amountTotal in-force face amount$408.3 $441.5 Total in-force face amount$422.4 $420.6 
_______________
(1)Includes individual life insurance and does not include employee benefits as it is a start-up business and therefore has immaterial in-force policies.
(2)Universal LifeUL includes Guaranteed Universal Life.GUL.
(3)Variable Universal LifeVUL includes VL and COLI.
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Three Months Ended SeptemberJune 30, 20202021 Compared to the Three Months Ended SeptemberJune 30, 20192020 for the Protection Solutions Segment
Operating earnings (loss)
Operating earnings decreased $49increased $75 million to $51$63 million during the three months ended SeptemberJune 30, 20202021 from $100$12 million in the three months ended SeptemberJune 30, 2019 primarily attributable2020. The following notable items were the primary drivers of the change in operating earnings:
Favorable items included:
Net investment income increased by $67 million mainly due to the following:higher asset balances, General Account portfolio optimization, prepayments and higher income from our alternative investment portfolio.
Fee-type revenue decreased $106increased by $52 million mainly driven by the $24 millionlower prior year initial fee liability amortization due to unfavorable impact of assumption updatesmortality experience in 2020, comparedhigher premiums due to $3growth in Employee Benefits and higher investment management and service fees.
These were partially offset by the following unfavorable items:
Net derivative gains (losses) decreased by $15 million favorable impact of assumption updates in 2019, lower premiums reflecting the impact of the sale of USFL and MLICA, lower premiums on traditional products, as well as higher ceded premiums.mainly due to inflation related hedging loss, partially offset by CDS coupons.
Policyholders’ benefits increased $96 million mainly driven by the $31 million unfavorable impact of assumption updates in 2020 compared to the $42 million favorable impact of assumption updates in 2019 and the favorable 2019 reserve adjustment on our disability deduction waiver rider reserves, the re-establishment of PFBL reserve upon exiting loss recognition and an increase in term and employee benefits product reserves. The increase in Policyholders’ benefits was partially offset by favorable net mortality and lower policyholders’ benefits reflecting the impact of the sale of USFL and MLICA.
This decrease was partially offset by the following:
Amortization of DAC decreased $136$9 million mainly due to the $58 million favorable impact of assumption updatesincrease in 2020 comparedEmployee Benefits’ reserves due to the $49 million unfavorable impact of assumption updatesstrong growth partially offset by lower adverse mortality, net PFBL reserve in 2019 and the unfavorable impact of the update to reinsurance projections in 2019. Baseline amortization in 2020 is lower than 2019, post the 2020 assumption updates.2021.
Income tax expense decreased $11increased by $15 million primarily due to lowerhigher pre-tax earnings.
See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
NineSix Months Ended SeptemberJune 30, 20202021 Compared to the NineSix Months Ended SeptemberJune 30, 20192020 for the Protection Solutions Segment
Operating earnings
Operating earnings decreased $119increased $67 million to $88$104 million during the ninesix months ended SeptemberJune 30, 20202021 from $207$37 million in the ninesix months ended SeptemberJune 30, 2019 primarily attributable to2020. The following notable items were the following:
Fee-type revenue decreased $154 million mainly driven by the premium impactprimary drivers of the USFL and MLICA sale, lower premiums on traditional products (offsetchange in Policyholders’ benefits) as well as higher ceded premiums and the $24 million unfavorable impact of assumption updates in 2020 compared to the $3 million favorable impact of assumption updates in 2019.operating earnings:
Policyholders’ benefits increased $138 million mainly driven by the $31 million unfavorable impact of assumption updates in 2020 compared to the $42 million favorable impact of assumption updates in 2019 and the favorable 2019 reserve adjustment on our disability deduction waiver rider reserves, the re-establishment of PFBL reserve upon exiting loss recognition and an increase in term and employee benefits product reserves. The increase in Policyholders’ benefits was partially offset by favorable net mortality and lower policyholders’ benefits reflecting the impact of the sale of USFL and MLICA.Favorable items included:
Net investment income decreased $26increased by $85 million primarilymainly due to lowerhigher asset balances, General Account portfolio optimization, prepayments and higher income from our alternative investments and the impact of lower assets as a result of the USFL and MLICA sale, partly offset by the General Account investment portfolio optimization and higher assets.portfolio.
This decrease was partially offset by the following:
Amortization of DAC decreased $166by $20 million mainly due to lower VISL baseline amortization following the $58DAC write-off in the first half of 2020.
These were partially offset by the following unfavorable items:
Policyholders’ benefits increased by $18 million favorable impactmainly due to unfavorable morality driven by COVID-19 claims in the first quarter in 2021, which were offset by higher ceded coverage and the release of assumption updatesreserves. Employee Benefits’ reserves continue to grow in 2020 comparedline with the block size. Claims on traditional products were lower due to the $49 million unfavorable impact of assumption updates in 2019 and the unfavorable impactsale of the updateUSFL and MLICA blocks in April 2020.
Net derivative gains (losses) decreased by $18 million mainly due to reinsurance projections in 2019. Baseline amortization in 2020 is lower than 2019, post the 2020 assumption updates.inflation related hedging loss, partially offset by CDS coupons.
Income tax expense decreased $21increased by $12 million primarily due to lowerhigher pre-tax earnings.
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See “—Significant Factors Impacting Our Results—Assumption Updates and Model Changes” for more information regarding assumption updates.
Corporate and Other
Corporate and Other includes some of our financing and investment expenses. It also includes: Equitable Advisors broker-dealer business, the Closed Block, run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and financing fees and corporate expense. AB’s results of operations are reflected in the Investment Management and Research segment. Accordingly, Corporate and Other does not include any items applicable to AB.
The following table summarizes Operatingoperating earnings (loss) of Corporate and Other for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
(in millions)
Operating earnings (loss)$(87)$(90)$(244)$(240)
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in millions)
Operating earnings (loss)$(16)$(69)$(92)$(157)

General Account Investment Portfolio
The General Account investment portfolio supports the insurance and annuity liabilities of our Individual Retirement, Group Retirement and Protection Solutions businesses. Our General Account investment portfolio investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation, investment return, duration and liquidity requirements by product class and the diversification of risks. Investment activities are undertaken according to investment policy statements that contain internally established guidelines and are required to comply with applicable laws and insurance regulations. Risk tolerances are established for credit risk, market risk, liquidity risk and concentration risk across types of issuers and asset classes that seek to mitigate the impact of cash flow variability arising from these risks. The impact of COVID-19 continues to be assessed for potential negative impacts to the performance of mortgage loans and fixed maturities.
The General Account investment portfolio consists largely of investment grade fixed maturities, short-term investments, commercial and agricultural mortgage loans, alternative investments and other financial instruments. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, mortgage-backed securities and asset-backed securities. The General Account investment portfolio also includes credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. In addition, from time to time we use derivatives for hedging purposes to reduce our exposure to equity markets, interest rates and credit spreads. The General Account as part of a yield enhancement strategy has further diversification within the existing Commercial Mortgage Loan portfolio and extension into higher-yielding commercial mortgage investments; selectively expanding into a private European Commercial Real Estate Debt platform.
As part of our asset and liability management strategies, we maintain a weighted average duration for our General Account investment portfolio that is within an acceptable range of the estimated duration of our liabilities given our risk appetite and hedging programs. Our asset and liability management strategies are applied to portfolio duration groups within the General Account investment portfolio. For example, we maintain a “short duration” group comprised primarily of investment grade fixed maturity securities that are aligned with the duration of product liabilities with an average duration of less than six years (e.g., our SCS product). As of SeptemberJune 30, 20202021 and December 31, 2019,2020, 16% and 60% and 62% of the fixed maturities in the short duration group were rated NAIC 1, and 39%84% and 38%40% were rated NAIC 2, respectively. During the third quarter of 2020, new2021, purchases from both new money flows and portfolio rebalancing activity were designated as AFS included in fixed maturities. The remaining trading securities in the short duration VA portfolio will be opportunistically rebalanced to AFS and shown with fixed maturities, which is consistent with other portfolios in our General Account. New AFS assets included in fixed maturities had an amortized cost of $15.6$22.1 billion as of SeptemberJune 30, 2020.2021.
The General Account invests in commercial and agricultural mortgage loans, included in the balance sheet as Mortgagemortgage loans on real estate, and privately negotiated fixed maturities, included in the balance sheet as fixed maturities AFS. Under certain circumstances, modifications are granted to these contracts. These modifications were determined not to be Troubled Debt Restructurings. At SeptemberTDRs. As of June 30, 2021 and December 31, 2020, the General Account had twenty-one and twenty commercial mortgage loans with a carrying value of $835$936 million and $838 million in which short term modifications were granted. Forbearance agreements reduced mortgage payments for a set time period. The commercial mortgage modifications were a result of the COVID-19 pandemic’s impact on the underlying real estate operations. The General Account did not have any agricultural mortgage loans for which modifications were granted at Septemberas of June 30, 2021 and December 31, 2020. At SeptemberAs of June 30, 2021 and December 31,


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2020, the General Account had eight and seven privately negotiated fixed maturity modifications
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with a carryingbook value of $67 million.$79 million and $74 million, respectively. The modifications to privately negotiated fixed maturities were to allow for the postponement or reduction in interest or principal payments for a defined period. The modifications were agreed upon to support several investments that had operations decline primarily due to the COVID-19 pandemic. The commercial mortgage loans and privately negotiated fixed maturities modifications are 1.2% and 1%, respectively, of the General Account’s total invested assets.
Investment portfolios are primarily managed by legal entity with dedicated portfolios for certain blocks of business. For portfolios that back multiple product groups, investment results are allocated to business segments.
In executing the activities of our General Account investment portfolio, we incorporate environmental, social and governance factors into the investment processes for a significant portion of our portfolio and will look to expand our ESG investing initiatives in the future.
The General Account investment portfolio reflects certain differences from the presentation of the U.S. GAAP Consolidated Financial Statements. This presentation is consistent with how we manage the General Account investment portfolio. For further investment information, please refer to Note 3 and Note 4 of the Notes to the Consolidated Financial Statements.
The General Account adopted CECL effective January 1, 2020. For further information regarding the adoption of CECL, please refer to Note 2 in the Notes to the Consolidated Financial Statements.
Investment Results of the General Account Investment Portfolio
The following table summarizes the General Account investment portfolio results with Non-GAAP Operating Earningsoperating earnings adjustments by asset category for the periods indicated. This presentation is consistent with how we measure investment performance for management purposes.
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Three Months Ended September 30,Three Months Ended June 30,
2020201920212020
YieldAmount (2)YieldAmount (2)YieldAmount (2)YieldAmount (2)
(Dollars in millions)(Dollars in millions)
Fixed Maturities:(5)Fixed Maturities:(5)Fixed Maturities:(5)
Income (loss)Income (loss)3.41 %$586 3.69 %$535 Income (loss)3.62 %a$644 3.48 %$565 
Ending assetsEnding assets70,135 61,684 Ending assets69,407 67,302 
Mortgages:Mortgages:Mortgages:
Income (loss)Income (loss)4.17 %132 4.44 %135 Income (loss)4.21 %a140 4.07 %125 
Ending assetsEnding assets12,802 12,022 Ending assets13,384 12,523 
Other Equity Investments (1):
Other Equity Investments: (1)Other Equity Investments: (1)
Income (loss)Income (loss)11.82 %46 7.52 %27 Income (loss)17.18 %a113 (18.84)%(72)
Ending assetsEnding assets1,588 1,488 Ending assets2,588 1,497 
Policy Loans:Policy Loans:Policy Loans:
Income (loss)Income (loss)5.14 %50 5.66 %53 Income (loss)5.19 %a53 5.46 %51 
Ending assetsEnding assets4,123 3,750 Ending assets4,048 3,689 
Cash and Short-term Investments:Cash and Short-term Investments:Cash and Short-term Investments:
Income (loss)Income (loss)0.07 %1 (1.04)%(7)Income (loss)(0.05)%a 0.36 %
Ending assetsEnding assets3,931 2,071 Ending assets1,679 4,567 
Repurchase and funding agreements:Repurchase and funding agreements:Repurchase and funding agreements:
Interest expense and otherInterest expense and other(15)(27)Interest expense and other(17)(18)
Ending assets (liabilities)Ending assets (liabilities)(6,848)(6,510)Ending assets (liabilities)(8,224)(6,700)
Total Invested Assets:Total Invested Assets:Total Invested Assets:
Income (loss)Income (loss)3.80 %800 3.94 %716 Income (loss)4.43 %a933 3.26 %655 
Ending AssetsEnding Assets85,731 74,505 Ending Assets82,882 82,878 
Short Duration Fixed Maturities:Short Duration Fixed Maturities:Short Duration Fixed Maturities:
Income (loss)Income (loss)3.29 %44 3.33 %70 Income (loss)6.74 %a40 3.09 %a44 
Ending assetsEnding assets5,448 8,030 Ending assets546 5,755 
Total:Total:Total:
Investment income (loss)Investment income (loss)3.77 %844 3.87 %786 Investment income (loss)4.50 %a973 3.25 %699 
Less: investment fees(3)Less: investment fees(3)(0.12)%(26)(0.08)%(16)Less: investment fees(3)(0.12)%a(26)(0.11)%(24)
Investment Income, NetInvestment Income, Net3.65 %$818 3.79 %$770 Investment Income, Net4.38 %a947 3.14 %675 
Ending Net AssetsEnding Net Assets$91,179 $82,535 Ending Net Assets$83,428 $88,633 
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Nine Months Ended September 30,Year Ended December 31Six Months Ended June 30,Year Ended December 31
202020192019 202120202020
YieldAmount (2)YieldAmount (2)Amount (2) YieldAmount (2)YieldAmount (2)Amount (2)
(Dollars in millions)(Dollars in millions)
Fixed Maturities:(5)Fixed Maturities:(5)Fixed Maturities:(5)
Income (loss)Income (loss)3.49 %$1,725 3.78 %$1,486 $2,019 Income (loss)3.41 %$1,220 3.54 %$1,138 $2,318 
Ending assetsEnding assets70,135 61,684 62,687 Ending assets69,407 67,302 71,738 
Mortgages:Mortgages:Mortgages:
Income (loss)Income (loss)4.15 %384 4.37 %397 541 Income (loss)4.11 %273 4.14 %252 517 
Ending assetsEnding assets12,802 12,022 12,107 Ending assets13,384 12,523 13,159 
Other Equity Investments (1):
Other Equity Investments: (1) (4)Other Equity Investments: (1) (4)
Income (loss)Income (loss)0.21 %2 6.90 %73 86 Income (loss)18.35 %220 (5.66)%(43)95 
Ending assetsEnding assets1,588 1,488 1,507 Ending assets2,588 1,497 1,621 
Policy Loans:Policy Loans:Policy Loans:
Income (loss)Income (loss)5.38 %153 5.57 %157 210 Income (loss)5.37 %110 5.51 %103 204 
Ending assetsEnding assets4,123 3,750 3,735 Ending assets4,048 3,689 4,118 
Cash and Short-term Investments:Cash and Short-term Investments:Cash and Short-term Investments:
Income (loss)Income (loss)0.05 %2 0.04 %(4)Income (loss)(0.04)%(1)0.04 %
Ending assetsEnding assets3,931 2,071 1,856 Ending assets1,679 4,567 2,095 
Repurchase and funding agreements:
Funding agreements:Funding agreements:
Interest expense and otherInterest expense and other(61)(76)(110)Interest expense and other(31)(46)(75)
Ending assets (liabilities)Ending assets (liabilities)(6,848)(6,510)(6,909)Ending assets (liabilities)(8,224)(6,700)(6,897)
Total Invested Assets:Total Invested Assets:Total Invested Assets:
Income (loss)Income (loss)3.62 %2,205 3.98 %2,038 2,742 Income (loss)4.22 %1,791 3.53 %1,405 3,060 
Ending AssetsEnding Assets85,731 74,505 74,983 Ending Assets82,882 82,878 85,834 
Short Duration Fixed Maturities:Short Duration Fixed Maturities:Short Duration Fixed Maturities:
Income (loss)Income (loss)3.33 %140 3.09 %251 312 Income (loss)4.38 %74 3.35 %96 184 
Ending assetsEnding assets5,448 8,030 6,173 Ending assets546 5,755 4,704 
Total:Total:Total:
Investment income (loss)Investment income (loss)3.60 %2,345 3.86 %2,289 3,054 Investment income (loss)4.23 %1,865 3.51 %1,501 3,244 
Less: investment fees(3)Less: investment fees(3)(0.12)%(75)(0.08)%(48)(66)Less: investment fees(3)(0.12)%(54)(0.12)%(49)(107)
Investment Income, NetInvestment Income, Net3.49 %$2,270 3.78 %$2,241 $2,988 Investment Income, Net4.10 %1,811 3.40 %1,452 3,137 
Ending Net AssetsEnding Net Assets$91,179 $82,535 $81,156 Ending Net Assets$83,428 $88,633 $90,538 
___________________________
(1)Includes, as of SeptemberJune 30, 2020, September2021, June 30, 20192020 and December 31, 20192020 respectively, $359$391 million, $347$353 million and $365$333 million of other invested assets. Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).
(2)Amount for fixed maturities and mortgages represents original cost, reduced by repayments, write-downs, adjusted amortization of premiums, accretion of discount and allowances. Cost for equity securities represents original cost reduced by write-downs; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.
(3)Investment fees are inclusive of investment management fees paid to AB.
(4)Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).
(5)Decrease in AFS Fixed Maturities as of June 30, 2021 is primarily due to transferred assets related to the Venerable transaction. For additional information on the Venerable transaction, see Note 1 - Organization of the Notes to Consolidated Financial Statements.
Fixed Maturities
The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. The limited below investment grade securities in the General Account investment portfolio consist of “fallen angels,” originally purchased as investment grade, as well as short duration public high yield securities and loans to middle market companies.
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Fixed Maturities by Industry
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.
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Fixed Maturities by Industry (1)
Amortized CostAllowance for Credit LossesGross Unrealized GainsGross Unrealized LossesFair ValuePercentage of Total (%)Amortized CostAllowance for Credit LossesGross Unrealized GainsGross Unrealized LossesFair ValuePercentage of Total (%)
(in millions)(in millions)
As of September 30, 2020
As of June 30, 2021: (5)As of June 30, 2021: (5)
Corporate Securities:Corporate Securities:Corporate Securities:
FinanceFinance$14,221 $ $953 $17 $15,157 19 %Finance$12,257 $ $745 $37 $12,965 18 %
ManufacturingManufacturing13,629 2 1,497 16 15,108 19 %Manufacturing11,993 7 981 17 12,950 17 %
UtilitiesUtilities6,075  628 14 6,689 9 %Utilities5,705  454 14 6,145 8 %
ServicesServices7,398 11 638 49 7,976 10 %Services7,456 18 492 28 7,902 11 %
EnergyEnergy4,098  274 67 4,305 5 %Energy3,832  219 15 4,036 5 %
Retail and wholesaleRetail and wholesale3,377  398 4 3,771 5 %Retail and wholesale3,474  291 8 3,757 5 %
TransportationTransportation2,272  266 8 2,530 3 %Transportation1,931  174 7 2,098 3 %
OtherOther126  6 1 131  %Other129  6 2 133  %
Total corporate securitiesTotal corporate securities51,196 13 4,660 176 55,667 70 %Total corporate securities46,777 25 3,362 128 49,986 67 %
U.S. governmentU.S. government13,145  4,308  17,453 22 %U.S. government14,548  1,923 5 16,466 22 %
Residential mortgage-backed (2)Residential mortgage-backed (2)146  14  160  %Residential mortgage-backed (2)108  10  118  %
Preferred stock(4)Preferred stock(4)415  31 3 443 1 %Preferred stock(4)71  13  84  %
State & politicalState & political762  116  878 1 %State & political550  86 2 634 1 %
Foreign governmentsForeign governments829  82 6 905 1 %Foreign governments907  54 9 952 1 %
Commercial mortgage-backedCommercial mortgage-backed1,067  50  1,117 2 %Commercial mortgage-backed1,566  36 5 1,597 2 %
Asset-backed securitiesAsset-backed securities2,588  26 18 2,596 3 %Asset-backed securities4,880  31 2 4,909 7 %
TotalTotal$70,148 $13 $9,287 $203 $79,219 100 %Total$69,407 $25 $5,515 $151 $74,746 100 %
As of December 31, 2019 (3)
As of December 31, 2020: (3)As of December 31, 2020: (3)
Corporate Securities:Corporate Securities:Corporate Securities:
FinanceFinance$12,015 $— $469 $$12,480 19 %Finance$14,411 $— $1,112 $$15,514 19 %
ManufacturingManufacturing12,643 — 706 13,340 20 %Manufacturing13,040 — 1,520 18 14,542 18 %
UtilitiesUtilities4,999 — 302 5,293 %Utilities6,352 — 681 7,027 %
ServicesServices6,730 — 386 17 7,099 11 %Services7,830 13 680 27 8,470 11 %
EnergyEnergy3,772 — 189 14 3,947 %Energy4,084 — 364 23 4,425 %
Retail and wholesaleRetail and wholesale3,515 — 183 3,691 %Retail and wholesale3,747 — 435 4,179 %
TransportationTransportation1,793 — 115 1,905 %Transportation2,424 — 301 2,721 %
OtherOther198 — — 206 — %Other157 — 162 — %
Total corporate securitiesTotal corporate securities45,665 — 2,358 62 47,961 73 %Total corporate securities52,045 13 5,100 92 57,040 71 %
U.S. government and agency14,395 — 1,289 305 15,379 23 %
U.S. governmentU.S. government12,660 — 3,448 16,103 20 %
Residential mortgage-backed (2)Residential mortgage-backed (2)178 — 13 — 191 — %Residential mortgage-backed (2)130 — 13 — 143 — %
Preferred stockPreferred stock501 — 17 513 %Preferred stock621 — 48 666 %
State & politicalState & political638 — 70 705 %State & political536 — 100 — 636 %
Foreign governmentsForeign governments462 — 35 492 %Foreign governments1,011 — 98 1,103 %
Commercial mortgage-backedCommercial mortgage-backed— — — — — — %Commercial mortgage-backed1,148 — 55 — 1,203 %
Asset-backed securitiesAsset-backed securities848 — 849 %Asset-backed securities3,587 — 29 3,611 %
TotalTotal$62,687 $— $3,786 $383 $66,090 100 %Total$71,738 $13 $8,891 $111 $80,505 100 %
______________
(1)Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.
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(2)Includes publicly traded agency pass-through securities and collateralized obligations.
(3)Excludes amounts reclassified as Held-for-Sale.HFS.
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(4)
Effective January 1, 2021, certain preferred stock have been reclassified to other equity investments (see Note 2 Significant Accounting Policies – Investments).
(5) Decrease in AFS Fixed Maturities as of June 30, 2021 is primarily due to transferred assets related to the Venerable transaction. For additional information on the Venerable transaction, see Note 1 - Organization of the Notes to Consolidated Financial Statements.
Fixed Maturities Credit Quality
The Securities Valuation Office (“SVO”)SVO of the National Association of Insurance Commissioners (“NAIC”),NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturities to one of six categories (“NAIC Designations”Designations��). NAIC Designations of “1” or “2” include fixed maturities considered investment grade, which 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 and the completion of the SVO filing process, the fixed maturity portfolio typically 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 following table sets forth the General Account’s fixed maturities portfolio by NAIC rating at the dates indicated.
Fixed Maturities
NAIC DesignationNAIC DesignationRating Agency Equivalent
Amortized
Cost
Allowance for Credit Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair ValueNAIC DesignationRating Agency Equivalent
Amortized
Cost
Allowance for Credit Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
 (in millions)  (in millions)
As of September 30, 2020
As of June 30, 2021: (2)As of June 30, 2021: (2)
1................................1................................Aaa, Aa, A$45,448 $ $7,054 $52 $52,450 1................................Aaa, Aa, A$43,763 $ $3,662 $78 $47,347 
2................................2................................Baa22,752  2,212 63 24,901 2................................Baa23,119  1,812 50 24,881 
Investment grade68,200  9,266 115 77,351 Investment grade66,882  5,474 128 72,228 
3................................3................................Ba1,129  16 43 1,102 3................................Ba1,537  30 11 1,556 
4................................4................................B696 11 3 28 660 4................................B888 25 8 10 861 
5................................5................................Caa107  2 15 94 5................................Caa87  3 1 89 
6................................6................................Ca, C16 2  2 12 6................................Ca, C13   1 12 
Below investment grade1,948 13 21 88 1,868 Below investment grade2,525 25 41 23 2,518 
Total Fixed MaturitiesTotal Fixed Maturities$70,148 $13 $9,287 $203 $79,219 Total Fixed Maturities$69,407 $25 $5,515 $151 $74,746 
As of December 31, 2019 (1)
As of December 31, 2020: (1)As of December 31, 2020: (1)
1................................1................................Aaa, Aa, A$42,770 $— $2,666 $342 $45,094 1................................Aaa, Aa, A$44,146 $— $6,227 $32 $50,341 
2................................2................................Baa18,605 — 1,105 18 19,692 2................................Baa25,285 — 2,621 26 27,880 
Investment grade61,375 — 3,771 360 64,786 Investment grade69,431 — 8,848 58 78,221 
3................................3................................Ba663 — 665 3................................Ba1,436 — 33 19 1,450 
4................................4................................B567 — 10 561 4................................B769 13 28 735 
5................................5................................Caa80 — 76 5................................Caa92 — 90 
6................................6................................Ca, C— — — 6................................Ca, C10 — — 
Below investment grade1,312 — 15 23 1,304 Below investment grade2,307 13 43 53 2,284 
Total Fixed MaturitiesTotal Fixed Maturities$62,687 $— $3,786 $383 $66,090 Total Fixed Maturities$71,738 $13 $8,891 $111 $80,505 
______________
(1)Excludes amounts reclassified as Held-for-Sale.HFS.
(2)Decrease in AFS Fixed Maturities as of June 30, 2021 is primarily due to transferred assets related to the Venerable transaction. For additional information on the Venerable transaction, see Note 1 - Organization of the Notes to Consolidated Financial Statements.
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Mortgage Loans
The mortgage portfolio primarily consists of commercial and agricultural mortgage loans. 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 Account’s investments in mortgage loans by geographic region and property type as of the dates indicated.
Mortgage Loans by Region and Property Type
September 30, 2020December 31, 2019 June 30, 2021December 31, 2020
Amortized
Cost
% of Total
Amortized
Cost
% of Total
Amortized
Cost
% of Total
Amortized
Cost
% of Total
(in millions)(in millions)
By Region:By Region:By Region:
U.S. Regions:U.S. Regions:U.S. Regions:
PacificPacific$3,839 30 %$3,468 29 %Pacific$3,788 28 %$3,912 30 %
Middle AtlanticMiddle Atlantic3,665 28 3,220 27 Middle Atlantic3,732 28 3,662 28 
South AtlanticSouth Atlantic1,287 10 1,269 10 South Atlantic1,382 10 1,290 10 
East North CentralEast North Central922 7 906 East North Central1,125 8 1,122 
MountainMountain1,029 8 1,012 Mountain1,062 8 1,026 
West North CentralWest North Central883 7 896 West North Central837 6 875 
West South CentralWest South Central584 5 631 West South Central669 5 690 
New EnglandNew England512 4 566 New England581 4 511 
East South CentralEast South Central151 1 139 East South Central147 1 152 
Total U.S.Total U.S.$13,323 99 %$13,240 100 %
Other Regions:Other Regions:
EuropeEurope$124 1 %$— — %
Total OtherTotal Other$124 1 $ — 
Total Mortgage LoansTotal Mortgage Loans$12,872 100 %$12,107 100 %Total Mortgage Loans$13,447 100 %$13,240 100 %
By Property Type:By Property Type:By Property Type:
OfficeOffice$4,199 33 %$3,794 31 %Office$4,081 30 %$4,131 31 %
MultifamilyMultifamily3,976 31 3,768 31 Multifamily4,068 30 4,027 30 
Agricultural loansAgricultural loans2,753 21 2,717 23 Agricultural loans2,683 20 2,732 21 
RetailRetail694 5 665 Retail836 6 742 
IndustrialIndustrial430 3 344 Industrial833 6 787 
HospitalityHospitality477 4 477 Hospitality477 4 477 
OtherOther343 3 342 Other469 4 344 
Total Mortgage LoansTotal Mortgage Loans$12,872 100 %$12,107 100 %Total Mortgage Loans$13,447 100 %$13,240 100 %
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Liquidity and Capital Resources
Liquidity refers to our ability to generate adequate amounts of cash from our operating, investment and financing activities to meet our cash requirements with a prudent margin of safety. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital is dependent on the profitability of our businesses, timing of cash flows related to our investments and products, our ability to access the capital markets, general economic conditions and the alternative sources of liquidity and capital described herein. When considering our liquidity and cash flows, it is important towe distinguish between the needs of Holdings and the needs of our insurance and non-insurance subsidiaries. We also distinguish and separately manage the liquidity and capital resources of our retirement and protection businesses including( our Individual Retirement, Group Retirement and Protection Solutions segments,segments) and our Investment Management and Research segment.
Sources and Uses of Liquidity
The Company hadhas sufficient cash flows from operations to satisfy liquidity requirements.requirements in 2021.
Cash Flows of Holdings
As a holding company with no business operations of its own, Holdings primarily derives cash flows from dividends from its subsidiaries and distributions related to its economic interest in AB, nearly all of which is currently held outside our insurance company subsidiaries. These principal sources of liquidity are augmented by cash and short-term investments held by Holdings and access to bank lines of credit and the capital markets. The main uses of liquidity for Holdings are interest payments and debt repayment, payment of dividends and other distributions to stockholders which(which may include stock repurchases,repurchases) loans and capital contributions, if needed, to our insurance subsidiaries. Our principal sources of liquidity and our capital position are described in the following paragraphs.
Sources and Uses of Holding Company Highly Liquid Assets
The following table sets forth Holding’sHoldings’ principal sources and uses of highly liquid assets excluding net borrowings from our intercompany liquidity account, for the periods indicated.
Nine Months Ended September 30,Six Months Ended June 30,
2020201920212020
(in millions)(in millions)
Highly Liquid Assets, beginning of periodHighly Liquid Assets, beginning of period$1,589 743 Highly Liquid Assets, beginning of period$3,088 $1,589 
Dividends from subsidiariesDividends from subsidiaries1,838 1,303 Dividends from subsidiaries380 1,586 
Repayment of surplus note including interest576 
Capital contributions to subsidiariesCapital contributions to subsidiaries(335)(76)Capital contributions to subsidiaries(755)(335)
M&A ActivityM&A Activity215 164 
Income taxes payableIncome taxes payableIncome taxes payable 142 
Total Business Capital ActivityTotal Business Capital Activity1,503 1,803 Total Business Capital Activity(160)1,557 
Purchase of treasury sharesPurchase of treasury shares(330)(637)Purchase of treasury shares(709)(230)
Retirement of treasury shares (150)
Shareholder dividends paidShareholder dividends paid(222)(215)Shareholder dividends paid(150)(146)
Total Share Repurchases, Dividends and Acquisition ActivityTotal Share Repurchases, Dividends and Acquisition Activity(552)(1,002)Total Share Repurchases, Dividends and Acquisition Activity(859)(376)
Issuance of preferred stockIssuance of preferred stock494 — Issuance of preferred stock293 — 
Preferred stock dividend Preferred stock dividend(34)—  Preferred stock dividend(39)(23)
Total Preferred Stock ActivityTotal Preferred Stock Activity460 — Total Preferred Stock Activity254 (23)
Repayment of long-term debtRepayment of long-term debt(280)— 
Total External Debt ActivityTotal External Debt Activity(280)— 
Proceeds from loans from affiliatesProceeds from loans from affiliates1,000 — 
Net decrease (increase) in loans to affiliatesNet decrease (increase) in loans to affiliates260 — Net decrease (increase) in loans to affiliates85 (125)
Total Affiliated Debt ActivityTotal Affiliated Debt Activity260 — Total Affiliated Debt Activity1,085 (125)
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Nine Months Ended September 30,Six Months Ended June 30,
2020201920212020
(in millions)(in millions)
Interest paid on external debt and P-CapsInterest paid on external debt and P-Caps(122)(115)Interest paid on external debt and P-Caps(129)(110)
Others, netOthers, net(193)214 Others, net(214)(70)
Total Other ActivityTotal Other Activity(315)99 Total Other Activity(343)(180)
Net increase (decrease) in highly liquid assetsNet increase (decrease) in highly liquid assets1,357 901 Net increase (decrease) in highly liquid assets(303)853 
Highly Liquid Assets, end of periodHighly Liquid Assets, end of period$2,946 $1,644 Highly Liquid Assets, end of period$2,785 $2,442 

InDuring the ninesix months ended SeptemberJune 30, 2020,2021, Holdings’ liquid assets increased $1.4 billion. Excluding the amount set aside for the EQH Facility (as described under “—Capital Position of Holdings—Credit Facility with AB”), liquid assets increased $1.1 billion.decreased by $303 million. The resources increased by $1.8 billiondecreases are primarily due to dividends from our subsidiaries and $494$859 million in Preferred Stock issuance ,shareholders return including share repurchases and the primary uses are $335dividends, $755 million in capital contributions to subsidiaries $552and $280 million of debt repayments related to a partial redemption of our 2023 Senior Unsecured Notes. The decreases were partially offset by increases related to proceeds from loans from affiliates of $1 billion, increases related to $380 million of dividends from our subsidiaries and $293 million in shareholders return including dividends and share repurchases.Preferred Stock issuance.
Capital Contribution to Our Subsidiaries
In June 2021, Holdings made a $750 million cash capital contribution to facilitate a corporate restructuring involving administrative services for Equitable Financial’s separate accounts.
Loans from Our Subsidiaries
In June 2021, Equitable Financial made a $1.0 billion 10-year term loan to Holdings for generic liquidity management purpose. The loan has an interest rate of 3.23% and matures in June 2031.
Cash Distributions from Our Subsidiaries
In 2019,2021, Holdings and certain of its subsidiaries received cash distributions from AB of $452$336 million and $1 billion$65 million in dividends from Equitable Financial. Also, Holdings received $576 million from Equitable Financial as repayment of principal of $572 million and interest of $4 million related to a $572 million surplus note.
Through September 30, 2020, Holdings and certain of its subsidiaries received cash distributions from AB of $404 million and $1.2 billion in dividends from Equitable Financial. Also, Holdings received $60 million in distributions from Equitable Advisors. Holdings also received $164 million in distributions from Equitable Financial related to the USFL and MLICA sale proceeds.
Distributions from Insurance Subsidiaries
Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Holdings and other affiliates under applicable insurance law and regulation. Also, more generally, the ability of our insurance subsidiaries to pay dividends can be affected by market conditions and other factors beyond our control.
Under New York insurance law applicable to Equitable Financial, a domestic stock life insurer may not, without prior approval of the NYDFS, pay a dividend to its stockholders exceeding an amount calculated based on a statutory formula. This formula would permit Equitable Financial to pay shareholder dividends up to approximately $2.1 billion during 2020.(“Ordinary Dividend”). Dividends in excess of this amount require the insurer to file a notice of its intent to declare the dividends with the NYDFS and prior approval or non-disapproval from the NYDFS.NYDFS (“Extraordinary Dividend”). Due to a permitted statutory accounting practice agreed to with the NYDFS, Equitable Financial will need the prior approval of the NYDFS to pay the portion, if any, of any Ordinary Dividend that exceeds the Ordinary Dividend that Equitable Financial would be permitted to pay under New York insurance law absent the application of such permitted practice (such excess, the “Permitted Practice Ordinary Dividend”).
Distributions from AllianceBernstein
ABLP is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units and to the General Partner. Available Cash Flow is defined as the cash flow received by ABLP from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by ABLP for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. Distributions by ABLP are made 1% to the General Partner and 99% among the limited partners.
Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management of AB anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management of AB determines, with the
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concurrence of the Board of Directors of AB, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.
AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding, to holders of AB Holding Units pro rata in accordance with their percentage interest in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from ABLP minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously
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retained cash flow. AB Holding is dependent on the quarterly cash distributions it receives from ABLP, which is subject to the performance of capital markets and other factors beyond our control. Distributions from AB Holding are made pro rata based on the holder’s percentage ownership interest in AB Holding.
As of SeptemberJune 30, 2020,2021, Holdings and its non-insurance company subsidiaries hold approximately 167.5170.1 million AB Units, 4.1 million AB Holding Units and the 1% General Partnership interest in ABLP, while 2.6 million AB Units continue to be held by Equitable America. Because Equitable America is subject to regulatory restrictions on the amount of dividends it may pay, distributions it receives from AB may not be distributable to Holdings.ABLP.
As of SeptemberJune 30, 2020,2021, the ownership structure of ABLP, including AB Units outstanding as well as the general partner’s 1% interest, was as follows:
OwnerPercentage Ownership
EQH and its subsidiaries63.862.9 %
AB Holding35.536.3 %
Unaffiliated holders0.70.8 %
Total100.0 %
Including both the general partnership and limited partnership interests in AB Holding and ABLP, Holdings and its subsidiaries had an approximate 65% economic interest in AB as of SeptemberJune 30, 2020.2021.

Holdings Credit Facilities
We haveOn June 24, 2021, Holdings entered into the Amended and Restated Revolving Credit Agreement with respect to a $2.5 billion five-year senior unsecured revolving credit facility (the “Credit Facility”), which lowered the facility amount to $1.5 billion and extended the maturity date to June 24, 2026, among other changes. The Amended and Restated Revolving Credit Agreement amends the Revolving Credit Agreement entered into by Holdings on February 16, 2018, as amended on March 22, 2021.
The Credit Facility may provide significant support to our liquidity position when alternative sources of credit are limited. In addition to the Credit Facility, we have letter of credit facilities with an aggregate principal amount of approximately $1.9 billion (the “LOC Facilities”), primarily to be used to support our life insurance business reinsured to EQ AZ Life Re in April 2018. In June 2021, Holdings entered into amendments with each of the issuers of its bilateral letter of credit facilities to effect changes similar to those effected in the amended and restated revolving credit agreement. The respective facility limits of the bilateral letter of credit facilities remained unchanged.
The Credit FacilitiesFacility and LOC Facilities contain certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of indebtedness that may be incurred by our subsidiaries and the dollar amount of secured indebtedness that may be incurred by us, which could restrict our operations and use of funds. The right to borrow funds under the Credit Facility and LOC Facilities is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the facilities to provide funds. As of SeptemberJune 30, 2020,2021, we were in compliance with these covenants. For additional information regarding the covenants in the facilities and the conditions to borrowing thereunder, see “Part I Item 1A-Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2019.covenants”.
Contingent Funding Arrangements
In April 2019, pursuantFor information regarding activity pertaining to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representativeour contingent funding arrangements, see “Commitments and Contingent Liabilities” Note 12 of the several initial purchasers, and the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, together with the 2029 Trust, the “Trusts”), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps” and, together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million,Notes to Consolidated Financial Statements in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended. The P-Caps are a contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a ten-year period (in the case of the 2029 Trust) or over a thirty-year period (in the case of the 2049 Trust) to issue senior notes to the Trusts. The Trusts each invested the proceeds from the sale of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities.this Form 10-Q.
Series A Fixed Rate Noncumulative Perpetual Preferred Stock,
In November and December 2019, Holdings issued a total of 32 million depositary shares, each representing a 1/1,000th interest in share of Holdings’ Series A Fixed Rate Noncumulative Perpetual Preferred Stock (“Series A Preferred Stock”),
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$1.00 par value per share, with a liquidation preference of $25,000 per share of Series A Preferred Stock, for aggregate net cash proceeds of $775 million ($800 million gross). The Series A Preferred Stock ranks senior to Holdings common stock with respect to the payment of dividends and liquidation. Holdings will pay dividends on the Series A Preferred Stock on a noncumulative basis only when, as and if declared by Holdings’ Board of Directors (or a duly authorized committee of the board) and will be payable quarterly in arrears, at an annual rate of 5.25% on the stated amount per share. The Series A Preferred Stock is redeemable at Holdings’ option in whole or in part, on or after December 15, 2024, at a redemption price of $25,000 per share of Series A Preferred Stock, plus declared and unpaid dividends. Prior to December 25, 2024, the Series A Preferred Stock is redeemable at Holdings’ option, in whole but not in part, within 90 days of the occurrence of certain rating agency events at a redemption price equal to $25,500 per share, plus declared and unpaid dividends or certain regulatory capital events at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends.
Series B Fixed Rate Noncumulative Perpetual Preferred Stock
On August 11, 2020, Holdings issued 500,000 depositary shares, each representing a 1/25th interest in a share of the Company’s Series B Fixed Rate Reset Noncumulative Perpetual Preferred Stock (“Series B Preferred Stock”), $1.00 par value per share and liquidation preference of $25,000 per share, for aggregate net cash proceeds of $494 million ($500 million gross). The Series B Preferred Stock ranks seniorand Series C Preferred Stock
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For information pertaining to Holdings’ common stock and on parity with Holdings’our Series A, Series B and Series C Preferred Stock with respectsee Note 10 of the Notes to the payment of dividends and liquidation. Holdings will pay dividends on the Series B Preferred Stock on a noncumulative basis only when, as and if declared by the Company’s Board of Directors (or a duly authorized committee of the Board) and will be payable semi-annually in arrears, at an annual rate equal to the fixed rate of 4.950%, which is reset every 5 years starting on December 15, 2025 (“Reset Date”), at a rate per annum equal to the five-year U.S. Treasury Rate plus 4.736%.

In connection with the issuance of the depositary shares and the underlying Series B Preferred Stock, Holdings incurred $6 million of issuance costs, which have been recorded as a reduction of additional paid-in capital. The Series B Preferred Stock is redeemable at Holdings’ option in whole or in part, from time to time, during the three-month period prior to, and including, each Reset Date, at a redemption price equal to $25,000 per share of preferred stock, plus any declared and unpaid dividends. Furthermore, the preferred stock is redeemable at Holdings’ option, in whole but not in part at any time, within 90 days after the occurrence of certain rating agency events at a redemption price equal to $25,500 per share, plus any declared and unpaid dividends or after the occurrence of certain regulatory capital events at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends.Consolidated Financial Statements.
Capital Position of Holdings
We manage our capital position to maintain financial strength and credit ratings that facilitate the distribution of our products and provide our desired level of access to the bank and capital markets. Our capital position is supported by the ability of our subsidiaries to generate cash flows and distribute cash to us and our ability to effectively manage the risk of our businesses and to borrow funds and raise capital to meet our operating and growth needs.
Capital Management
Our Board and senior management are directly involved in the development of our capital management policies. Accordingly, capital actions, including proposed changes to the annual capital plan, capital targets and capital policies, are approved by the Board.
Dividends Declared and Paid
The declaration and payment of future dividends is subject to the discretion of our Board of Directors and depends on our financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Holdings’ insurance subsidiaries and other factors deemed relevant by the Board. 
The payment of dividends will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A, Series B and Series BC Preferred Stock for the last proceeding dividend period. For additional information on the our preferred stock, see “—Series A, Series B and Series C Preferred Stock,Stock”.
For information regarding activity pertaining to common and preferred dividends declared and paid, see “Series A Fixed Rate Noncumulative Perpetual Preferred Stock.”
In 2019, Holdings paid a totalNote 10 of $285 million in cash dividendsthe Notes to stockholders.
On February 26, 2020, Holdings’ Board of Directors declared a cash dividend on Holdings’ common stock of $0.15 per share, payable on March 16, 2020 to shareholders of record as of March 9, 2020.
On May 20, 2020, Holdings’ Board of Directors declared a cash dividend on Holdings’ common stock of $0.17 per share, payable on June 9, 2020 to shareholders of record as of June 1, 2020.
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On July 31, 2020, Holdings’ Board of Directors declared a cash dividend on Holdings’ common stock of $0.17 per share, payable on August 18, 2020 to shareholders of record as of August 11, 2020.
On February 26, 2020, Holdings’ Board of Directors declared a cash dividend of $393.741 per share on the Company’s Series A Preferred Stock, with a liquidation preference of $25,000 per share, which are represented by depositary shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock, holders of which will receive approximately $0.39 per depositary share. The dividend was paid on March 16, 2020 to holders of record as of March 5, 2020.
On May 20, 2020, Holdings’ Board of Directors declared a cash dividend of $328.125 per share on the Company’s Series A Preferred Stock, with a liquidation preference of $25,000 per share, which are represented by depositary shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock, holders of which will receive approximately $0.33 per depositary share. The dividend was paid on June 15, 2020 to holders of record as of June 5, 2020.
On July 31, 2020, Holdings’ Board of Directors declared a cash dividend of $328.125 per share on the Company’s Series A Preferred Stock, with a liquidation preference of $25,000 per share, which are represented by depositary shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock, holders of which will receive approximately $0.33 per depositary share. The dividend was paid on September 15, 2020 to holders of record as of September 4, 2020.Consolidated Financial Statements.
Share Repurchase Programs
In 2019, Holdings repurchased approximately 65.6 million shares of its common stock.
On February 26, 2020, Holdings’ Board of Directors authorized an increase of $600 millionFor information regarding activity pertaining to the capacity of its existing $400 million share repurchase program (the “2020 Program”). Under this program, Holdings may, from timeprograms, see Note 10 of the Notes to time through March 31, 2021, purchase its common stock through various means.
During the three and nine months ended September 30, 2020 , Holdings repurchased 5 million and 19.7 million shares, respectively, of its common stock.
As of September 30, 2020, Holdings had a remaining capacity of approximately $270 million remaining in the 2020 Program.
Credit Facility with AB
On November 4, 2019, Holdings made available to AB a $900 million committed, unsecured senior credit facility (the “EQH Facility”). For additional information regarding the EQH Facility, see “Sources and Uses of Liquidity of our Investment Management and Research Segment.”
In addition to the EQH Facility, on September 1, 2020, AB established a new $300 million uncommitted, unsecured senior credit facility (the “EQH Uncommitted Facility”) with EQH. For additional information regarding the EQH Uncommitted Facility, see “Source and Uses of Liquidity of our Investment Management and Research Segment.”Consolidated Financial Statements.
Sources and Uses of Liquidity of Our Insurance Subsidiaries
The principal sources of liquidity for our insurance subsidiaries are premiums, investment and fee income, deposits associated with our insurance and annuity operations, cash and invested assets, as well as internal borrowings. The principal uses of that liquidity include benefits, claims and dividends paid to policyholders and payments to policyholders in connection with surrenders and withdrawals. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to Holdings and hedging activity. Certain of our insurance subsidiaries’ principal sources and uses of liquidity are described in the paragraphs that follow.
We manage the liquidity of our insurance subsidiaries with the objective of ensuring that they can meet payment obligations linked to our Individual Retirement, Group Retirement and Protection Solutions businesses and to their outstanding debt and derivative positions, including in our hedging programs, without support from Holdings. We employ an asset/liability management approach specific to the requirements of each of our insurance businesses. We measure liquidity against internally-developed benchmarks that consider the characteristics of our asset portfolio and the liabilities that it supports. We consider attributes of the various categories of our liquid assets (for example, type of asset and credit quality) in calculating internal liquidity indicators for our insurance and reinsurance operations. Our liquidity benchmarks are established for various stress scenarios and durations, including company-specific and market-wide events. The scenarios we use to evaluate the liquidity of our subsidiaries are defined to allow operating entities to operate without support from Holdings.
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Liquid Assets
The investment portfolios of our insurance subsidiaries are a significant component of our overall liquidity. Liquid assets include cash and cash equivalents, short-term investments, U.S. Treasury fixed maturities, fixed maturities that are not designated as held-to-maturityHTM and public equity securities. We believe that our business operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.
See “—General Account Investment Portfolio” and Note 3 and Note 4 of the Notes to Consolidated Financial Statements for a description of our retirement and protection businesses’ portfolio of liquid assets.
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Hedging Activities
Because the future claims exposure on our insurance products, and in particular our variable annuity products with GMxB features, is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. We use derivatives as part of our overall asset/liability risk management program primarily to reduce exposures to equity market and interest rate risks. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are collectively managed to reduce the economic impact of unfavorable movements in capital markets. These derivative transactions require liquidity to meet payment obligations such as payments for periodic settlements, purchases, maturities and terminations as well as liquid assets pledged as collateral related to any decline in the net estimated fair value. Collateral calls represent one of our biggest drivers for liquidity needs for our insurance subsidiaries. Our derivatives contracts reside primarily within Equitable Financial, which has a significantly large investment portfolio.
FHLB Membership
Equitable Financial is a member of the Federal Home Loan Bank of New York,FHLB, which provides Equitable Financial with access to collateralized borrowings and other FHLB products. At September 30, 2020, we had $5.0 billion
See Note 12 of short-term outstandingthe Notes to Consolidated Financial Statements for further description of our FHLB program.
FABN
Under the FABN program, Equitable Financial may issue funding agreements and $1.8 billion of long-term outstanding funding agreements issued to the FHLB and had posted $8.7 billion securities as collateral for funding agreements. In addition, Equitable Financial implemented a hedge to lock in the funding agreements borrowing rate, and $8 million of hedge impact was reported as funding agreement carrying value.U.S. dollar or other foreign currencies.
Equitable America is a memberSee Note 12 of the Federal Home Loan BankNotes to Consolidated Financial Statements for further description of San Francisco.our FABN program.
Sources and Uses of Liquidity of our Investment Management and Research Segment
The principal sources of liquidity for our Investment Management and Research business include investment management fees and borrowings under its credit facilities and commercial paper program. The principal uses of liquidity include general and administrative expenses, business financing and distributions to holders of AB Units and AB Holding Units plus interest and debt service. The primary liquidity risk for our fee-based Investment Management and Research business is its profitability, which is impacted by market conditions and our investment management performance.
AB Short-term Debt
AB Commercial Paper
As of June 30, 2021 and December 31, 2020, AB had no commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings for the commercial paper outstanding in 2021 was $111 million with a weighted average interest rate of 0.2%. Average daily borrowings for the commercial paper in 2020 was $83 million with a weighted average interest rate of 0.4%.
AB Revolver Credit Facility
AB has a $200 million committed, unsecured senior revolving credit facility (the "AB Revolver") with a leading international bank, which matures on November 16, 2021. The Revolver is available for AB's and SCB LLC's business purposes, including the provision of additional liquidity to meet funding requirements primarily related to SCB LLC's operations. Both AB and SCB LLC can draw directly under the Revolver and management expects to draw on the Revolver from time to time. AB has agreed to guarantee the obligations of SCB LLC under the Revolver. The Revolver contains affirmative, negative and financial covenants that are identical to those of the Credit Facility. Borrowings under the Revolver bear interest at a rate per annum, which will be, at AB's option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: London Interbank Offered Rate; a floating base rate; or the Federal Funds rate. As of June 30, 2021 and December 31, 2020, AB had no amounts outstanding under the AB Revolver. Average daily borrowings for 2021 and 2020 were $22 million and $17 million, respectively, with weighted average interest rates of 1.1% and 1.6%, respectively.
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AB Credit Facility
AB has a $800 million committed, unsecured senior revolving credit facility (the “AB Credit Facility”) thatwith a group of commercial banks and other lenders which matures on September 27, 2023.
The credit facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200 million. Any such increase is subject to the consent of the affected lenders. The AB Credit Facility is available for AB’sAB and SCB LLC for business purposes, including the support of AB’s commercial paper program. Both AB and SCB LLC can draw directly under the AB Credit Facility and AB management mayexpects to draw on the AB Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.
The 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. As of SeptemberJune 30, 2020,2021, AB was in compliance with these covenants. The 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 AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically would terminate.
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Amounts under the AB Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary prepayments and commitment reductions requested by usAB are permitted at any time without a 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 AB Credit Facility bear interest at a rate per annum, which will be, at AB’s option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: London Interbank Offered Rate;LIBOR; a floating base rate; or the Federal Funds rate.
As of SeptemberJune 30, 2020,2021 and December 31, 2019,2020, AB had no amounts outstanding under the AB Credit Facility. During the nine monthsperiods ended SeptemberJune 30, 2021 and December 31, 2020, AB and the full year 2019, ABSCB LLC did not draw upon the AB Credit Facility.
In addition, SCB LLC currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit borrowing up to an aggregate of approximately $165 million, with AB named as an additional borrower, while the other line has no stated limit. As of June 30, 2021 and December 31, 2020, SCB LLC had no outstanding balance on these lines of credit. SCB LLC did not draw on these lines of credit during the first six months of 2021. Average daily borrowings during the full year 2020 were $0.9 million with a weighted average interest rate of approximately 1.6%.
EQH Facility
In additionOn November 4, 2019, Holdings made available to the AB Credit Facility, AB has the EQH Facility with Holdings.a $900 million committed, unsecured senior credit facility (the “EQH Facility”). The EQH Facility matures on November 4, 2024 and is available for AB’s general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.
The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.
Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by AB from time to time until the maturity of the facility. AB or Holdings may reduce or terminate the commitment at any time without penalty upon proper notice. Holdings also may terminate the facility immediately upon a change of control of AB’s general partner.
As of SeptemberJune 30, 20202021 and December 31, 2019,2020, AB had $300$590 million and $560$675 million respectively, outstanding under the EQH Facility, in each case with an interest ratesrate of approximately 0.2% and 1.6%, respectively.. Average daily borrowing of the EQH Facility for the nine months ended September 30,during 2021 and 2020 and for the 57 days it was available in 2019 were $503$551 million and $359$471 million, respectively, with a weighted average interest rate of approximately 0.6%0.2% and 1.6%0.5% respectively.
EQH Uncommitted Facility
AB also has
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In addition to the EQH Facility, on September 1, 2020, AB established a new $300 million uncommitted, unsecured senior credit facility (the “EQH Uncommitted FacilityFacility”) with Holdings.EQH. The EQH Uncommitted Facility matures on September 1, 2024 and is available for AB’s general purposes. Borrowings under the EQH Uncommitted Facility bear interest at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants, customary events of defaults and other terms and conditions which are substantially similar to those in the EQH Facility.
As of SeptemberJune 30, 2021 and December 31, 2020, AB had no outstanding balance on the EQH Uncommitted Facility and has not drawn on it since its inception.
As of SeptemberFacility. During the periods ended June 30, 20202021 and December 31, 20192020, AB had no commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security indid not draw upon the fair value hierarchy). Average daily borrowings of commercial paper during the nine months ended September 30, 2020 and during the 317 days commercial paper was outstanding in 2019 were $85 million and $439 million, respectively, with weighted average interest rates of approximately 0.5% and 2.6%, respectively.
AB Revolver
AB has a $200 million committed, unsecured senior revolving credit facility (the “AB Revolver”) with a leading international bank, maturing on November 16, 2021. The AB Revolver is available for AB’s business purposes, including the provision of additional liquidity to meet funding requirements. AB can draw directly under the AB Revolver and management expects to draw on the AB Revolver from time to time. The AB Revolver contains affirmative, negative and financial covenants that are identical to those of the AB CreditEQH Uncommitted Facility. As of both September 30, 2020 and December 31, 2019, AB had no amount outstanding under the AB Revolver. Average daily borrowings of the AB Revolver during the first nine months ended September 30, 2020 and full year 2019 were $14 million and $24 million, respectively, with weighted average interest rates of approximately 1.5% and 3.2%, respectively.
In addition, AB currently has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit AB to borrow up to an aggregate of $175 million, while the other line has no stated limit. As of September 30,
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2020 and December 31, 2019, AB had no outstanding balance on these lines of credit. Average daily borrowings on the lines of credit during the nine months ended September 30, 2020 and full year 2019 were $1.2 million and $2 million, respectively, with weighted average interest rates of approximately 1.3% and 1.9%, respectively.
Statutory Capital of Our Insurance Subsidiaries
Our capital management framework for our insurance subsidiaries is primarily based on statutory RBC standards and the CTE asset standard for our variable annuity business.
RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to evaluate the capital condition of regulated insurance companies. RBC is based on a formula calculated by applying factors to various asset, premium, claim, expense and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on a quarterly basis and made public on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. These rules apply to our insurance company subsidiaries and not to Holdings. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not meet or exceed certain RBC levels. At the date of the most recent annual statutory financial statements filed with insurance regulators, the total adjusted capital of each of these insurance company subsidiaries subject to these requirements was in excess of each of those RBC levels.
CTE is a statistical measure of tail risk which quantifies the total asset requirement to sustain a loss if an event outside a given probability level has occurred. In the case of our analysis of variable annuity guarantees, CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.
Following our early adoption of the NAIC’s variable annuity framework for the year ended December 31, 2019, we manage our capital on a consolidated basis. Post-NAIC reform, CTE98 translates to 400% RBC. This combined with our target RBC ratio of 350%-400% for non-VAs, translates to a new target minimum consolidated RBC ratio of 375% - 400%.
Captive Reinsurance CompaniesCompany
We use a captive reinsurance companiescompany to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance companies assumecompany assumes business from affiliates only and areis closed to new business. All of ourOur captive reinsurance companies arecompany is a wholly-owned subsidiaries and are located in the United States. In addition to state insurance regulation, our captives arecaptive is subject to internal policies governing theirits activities. We continue to analyze the use of our existing captive reinsurance structures,structure, as well as additional third-party reinsurance arrangements.
Description of Certain IndebtednessBorrowings
The following table sets forth our total consolidated borrowings as of the dates indicated. Our financial strategy going forward will remain subject to market conditions and other factors. For example, we may from time to time enter into additional bank or other financing arrangements, including public or private debt, structured facilities and contingent capital arrangements, under which we could incur additional indebtedness.
As of September 30, 2020
 HoldingsABConsolidated
 (in millions)
Short-term debt:
Total short-term debt$ $ $ 
Long-term debt:
Senior Notes (5.00%, due 2048)1,481  1,481 
Senior Notes (4.35%, due 2028)1,488  1,488 
Senior Notes (3.90%, due 2023)796  796 
Senior Debentures, 7.0%, due 2028349  349 
Total long-term debt4,114  4,114 
Total borrowings$4,114 $ $4,114 
The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:
June 30,December 31,
20212020
(in millions)
Short-term debt:
CLO Warehousing Debt$82 $— 
Total short-term debt82 — 
Long-term debt:
Senior Notes (5.0%, due 2048)1,481 1,481 
Senior Notes (4.35%, due 2028)1,489 1,489 
Senior Notes (3.9%, due 2023) (1)518 796 
Senior Debentures, (7.0%, due 2028)350 349 
Total long-term debt3,838 4,115 
Total short-term and long-term debt$3,920 $4,115 

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Table of Contents
 As of December 31, 2019
HoldingsABConsolidated
(in millions)
Short-term debt:
Total short-term debt$— $— $— 
Long-term debt:
Senior Notes (5.00%, due 2048)1,480 — 1,480 
Senior Notes (4.35%, due 2028)1,487 — 1,487 
Senior Notes (3.90%, due 2023)795 — 795 
Senior Debentures, 7.0%, due 2028349 — 349 
Total long-term debt4,111 — 4,111 
Total borrowings$4,111 $— $4,111 
______________
(1)During February 2021 the Company partially redeemed approximately $280 million of the aggregate principal amount of the 2023 Senior Unsecured Notes. As a result of the partial debt redemption, the Company recorded interest expense of $22 million.

Notes and Debentures
In April 2018, we issued $3.8 billion in aggregate principal amount of notes (consisting of $800 million aggregate principal amount of 3.9% Senior Notes due 2023, $1.5 billion aggregate principal amount of 4.35% Senior Notes due 2028 and $1.5 billion aggregate principal amount of 5.0% Senior Notes due 2048) to third party investors. As of September 30, 2020, we had outstanding $349 million aggregate principal amount of Senior Debentures due 2028 (the “Senior Debentures”).
The Senior Notes and Senior Debentures contain customary affirmative and negative covenants, including a limitation on certain liens and a limit on the Company’s ability to consolidate, merge or sell or otherwise dispose of all or substantially all of its assets. The Senior Notes and Senior Debentures also include customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding Senior Notes and Senior Debentures may be accelerated. As of SeptemberJune 30, 2020, we were2021, the Company is in compliance with all debt covenants.
Term Loan
In May 2018, we borrowed $300 million under a $500 million three-year senior unsecured delayed draw term loan agreement and terminated the remaining $200 million capacity. In December 2019, we made full prepayment of the outstanding $300 million term loan and as of December 31, 2019, there were no amounts outstanding under the term loan.
Ratings
Financial strength ratings (which are sometimes referred to as “claims-paying” ratings) and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Our credit ratings are also important for our ability to raise capital through the issuance of debt and for the cost of such financing.
Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. The following table summarizes the ratings for Holdings and certain of its subsidiaries. AM Best and S&P have a stable outlook while MoodyMoody’s has a positive outlook.
AM BestS&PMoody’s
Last review dateOct'20Jan '21Oct'20Jul '21Oct'20Apr '21
Financial Strength Ratings:
Equitable Financial Life Insurance CompanyAA+A2
Equitable Financial Life Insurance Company of AmericaAA+A2
Credit Ratings:
Equitable Holdings, Inc.BBB+Baa2
Last review dateSep '20June '20Jun '21
AllianceBernstein Holding L.P.AA2

SUPPLEMENTARY INFORMATION
We are involved in a number of ventures and transactions with AXA and certain of its affiliates. See Note 12 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2019.
127
2020.


Contractual Obligations
Our consolidated contractual agreements include policyholder obligations, long-term debt, commercial paper, employee benefits, operating leases and various funding commitments. See “Supplementary Information – Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 20192020 for additional information.
Off-Balance Sheet Arrangements
At SeptemberAs of June 30, 2020,2021, we were not a party to any off-balance sheet transactions other than those Guarantees and Commitments described in Note 1312 of the Notes to the Consolidated Financial Statements.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our consolidated financial statements included elsewhere herein. For a discussion of our significant accounting policies, see Note 2 to the Company’s consolidated financial statements included in our 20192020 Form 10-K. The most critical estimates include those used in determining:
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Table of Contents
liabilities for future policy benefits;
accounting for reinsurance;
capitalization and amortization of DAC and policyholder bonus interest credits;
estimated fair values of investments in the absence of quoted market values and investment impairments;
estimated fair values of freestanding derivatives and the recognition and estimated fair value of embedded derivatives requiring bifurcation;
goodwill and related impairment;
measurement of income taxes and the valuation of deferred tax assets; and
liabilities for litigation and regulatory matters.
In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Actual results could differ from these estimates.
Item 3.      Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risk described in the Annual Report on Form 10-K for the year ended December 31, 20192020 in “Quantitative"Quantitative and Qualitative Disclosures AboutAbout Market Risk”, with the exceptionRisk".
116

Table of sensitivity of certain of our derivative financial instruments to changes in equity prices. The change in fair value of these derivatives following a ten percent decline in equity prices as of December 31, 2019 changed as follows: (a) the fair value of futures increased by $462 million, from a decline of $231 million, to an increase of $231 million; (b) the fair value of swaps increased by $3.5 billion, from a decrease of $2.0 billion to an increase of $1.5 billion; and (c) the fair value of options decreased by $1.7 billion, from an increase of $4.1 billion to an increase of $2.4 billion.Contents
Item 4.     Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management of the Company,Management, with the participation of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer, (CFO), has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, (asas defined in Rule 13a-15(e) underof the Securities Exchange Act of 1934, as amended)Act. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of SeptemberJune 30, 2020. This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is accumulated and communicated to management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.
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Due to the material weakness described below, the Company’s CEO and CFO, concluded that2021, the Company’s disclosure controls and procedures were not effective as of September 30, 2020.effective.
As previously reported, the Company identified a material weaknessNo change in the design and operation of the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies,reporting, as defined in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company’s management, includingExchange Act Rule 13a-15(f), occurred during the Company’s CEO and CFO, have concluded that we do not maintain effective controls to timely validate that actuarial models are properly configured to capture all relevant product features and provide reasonable assurance timely reviews of assumptions and data have occurred, and, as a result, errors were identified in future policyholders’ benefits and deferred policy acquisition costs balances.
This material weakness resulted in misstatements in the Company’s previously issued annual and interim financial statements and resulted in:
(i)     the revision of the interim financial statements for the nine, six, and three months ended September 30, June 30, and March 31, 2018 and 2017, respectively, and the annual financial statements for the year ended December 31, 2017;
(ii)     the amended restatement of the interim financial statements for the nine months ended September 30, 2017 and the six months ended June 30, 2017, and the year ended December 31, 2016 and revisions for the six and three months ended June 30, 2018 and March 31, 2018, respectively, and the three months ended March 31, 2017 and the years ended December 31, 2017, 2015, 2014, and 2013, respectively;
(iii)     the revision of the annual financial statements for the year ended December 31, 2017 and amended the restated annual financial statements for the year ended December 31, 2016, and amended the restated interim financial statements for the nine and six months ended September 30, 2017, and June 30, 2017, respectively;
(iv) the restatements of the interim financial statements for the nine and six months ended September 30, 2017 and June 30, 2017, respectively, the restatement of the annual financial statements for the year ended December 31, 2016, the revision of the interim financial statements for the nine and six months ended September 30, 2016 and June 30, 2016, respectively, and the revision of the annual financial statements for the year ended December 31, 2015; and
(v) the restatement of the interim financial statements for the six months ended June 30, 2017 and the revision of the annual financial statements for the years ended December 31, 2016, 2015 and 2014, respectively, and the interim financial statements for the six months ended June 30, 2016.
These revisions and restatements were directly related to the material weakness described above and not indicative of any new material weaknesses. Until remediated, there is a reasonable possibility2021, that this material weakness could result in a material misstatement of the Company’s consolidated financial statements or disclosures that would not be prevented or detected.
Remediation Status of Material Weakness
For the material weakness related to Actuarial Models, Assumptions and Data, management has implemented and tested new or enhanced controls as described below but determined that further sustained operation is necessary.
Remediation Activities: Material Weakness Related to Actuarial Models, Assumptions and Data
We have designed, implemented and tested an enhanced model validation control framework, including a rotational schedule to periodically re-validate all U.S. GAAP models.
We have designed, implemented and tested enhanced controls and governance processes for new model implementations.
We have designed, implemented and tested enhanced controls for model changes.
We have designed, implemented and tested enhanced controls over the annual assumption setting process, including a comprehensive master assumption inventory and risk framework.
We have designed, implemented and tested new controls and are redesigning certain of these controls to validate the reliability of significant data flows feeding actuarial models and assumptions
Third quarter 2020 controls have operated as designed. However, given that certain controls noted above have only operated effectively in one financial closing cycle during the year, and controls are still being redesigned, we have
129


determined that further work and sustained operation is appropriate before concluding the controls are operationally effective.
Changes in Internal Control Over Financial Reporting
As described above, the Company continues to design certain controls in connection with its remediation plan. These remediation efforts related to the material weakness described above represent changes in our internal control over financial reporting for the quarter ended September 30, 2020 that have materially affected, or areis reasonably likely to materially affect, the Company’s internal control over financial reporting.

130117

PART II. OTHER INFORMATION
Item 1.     Legal Proceedings
For information regarding certain legal proceedings pending against us, see Note 1312 of the Notes to the Consolidated Financial Statements (unaudited) in this Form 10-Q. SeeAlso see “Risk Factors—Legal proceedings and Regulatory Risks—Legal and regulatory actions could have a material adverse effect on our reputation, business, results of operations or financial condition”actions” in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Item 1A. Risk Factors
You should carefully consider the risks described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2019 and2020, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.10-Q. Risks to which we are subject also include, but are not limited to, the factors mentioned under Note“Note Regarding Forward-Looking Statements and InformationInformation” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about purchases by Holdings during the three months ended SeptemberJune 30, 2020,2021, of its common stock:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/20 through 7/31/20$— — $— $370,431,157 
8/1/20 through 8/31/20$3,259,806 21.28 $3,259,806 $301,069,442 
9/1/20 through 9/30/20$1,473,143 20.80 $1,473,143 $270,431,173 
Total$4,732,949 21.13 $4,732,949 $270,431,173 
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
4/1/21 through 4/30/21— $— — $700,503,365 
5/1/21 through 5/31/218,180,948 $34.09 8,180,948 $461,592,672 
6/1/21 through 6/30/21— $— — $961,592,672 
Total8,180,948 $34.09 8,180,948 $961,592,672 

See Note 10 to the Notes to Consolidated Financial Statements for ASR transaction detail during the three months ended June 30, 2021.
Item 3.     Defaults Upon Senior Securities
None.
Item 4.     Mine Safety Disclosures
Not applicable.
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Item 5.      Other Information
None.
131119

Item 6.     Exhibits
NumberDescription and Method of Filing
CertificateAmended and Restated Revolving Credit Agreement, dated as of Designations with respect to the Series B Preferred Stock ofJune 24, 2021, by and among the Company, filed August 7, 2020the Subsidiary Account Parties party thereto, the banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 3.110.1 to our Form 8-K filed on August 11, 2020)June 29, 2021).
Third AmendedAmendment No. 2 to Reimbursement Agreement by and Restated By-laws ofamong Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Natixis, New York Branch (incorporated by reference to Exhibit 3.110.2 to our Form 8-K filed on September 23, 2020)June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and HSBC Bank USA, National Association (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Citibank Europe PLC (incorporated by reference to Exhibit 10.4 to our Form 8-K filed on June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Credit Agricole Corporate and Investment Bank (incorporated by reference to Exhibit 10.5 to our Form 8-K filed on June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Barclays Bank PLC (incorporated by reference to Exhibit 10.6 to our Form 8-K filed on June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.7 to our Form 8-K filed on June 29, 2021).
Third Amendment to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Landesbank Hessen-Thüringen Girozentrale, acting through its New York Branch (incorporated by reference to Exhibit 10.8 to our Form 8-K filed on June 29, 2021).
Amendment No. 2 to Reimbursement Agreement by and among Equitable Holdings, Inc., the Subsidiary Account Parties (as defined therein) party thereto and Commerzbank AG, New York Branch (incorporated by reference to Exhibit 10.9 to our Form 8-K filed on June 29, 2021).
Coinsurance and Modified Coinsurance Agreement, dated as of June 1, 2021, between Equitable Financial Life Insurance Company and Corporate Solutions Life Reinsurance Company (redacted) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Equitable Financial Life Insurance Company on June 1, 2021).
#Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
#Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
#Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
#Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibits 101).
______________
#    Filed herewith.
GLOSSARY
Selected Financial Terms
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Account Value (“AV”)Generally equals the aggregate policy account value of our retirement and protection products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.
Alternative investmentsInvestments in real estate and real estate joint ventures and other limited partnerships.
Assets under administration (“AUA”)Includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.
Assets under management (“AUM”)Investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB, (ii) the assets in our GAIA portfolio and (iii) the Separate Account assets of our retirement and protection businesses. Total AUM reflects exclusions between segments to avoid double counting.
Combined RBC RatioCalculated as the overall aggregate RBC ratio for the Company’s insurance subsidiaries including capital held for its life insurance and variable annuity liabilities and non-variable annuity insurance liabilities.
Conditional tail expectation (“CTE”)
Calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst x% of scenarios. Represented as CTE (100 less x). Example: CTE95 represents the worst five percent of scenarios.
Deferred policy acquisition cost (“DAC”)Represents the incremental costs related directly to the successful acquisition of new and certain renewal insurance policies and annuity contracts and which have been deferred on the balance sheet as an asset.
Deferred sales inducements (“DSI”)Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.
Dividends Received Deduction (“DRD”)A tax deduction under U.S. federal income tax law received by a corporation on the dividends it receives from other corporations in which it has an ownership stake.
Fee-Type RevenueRevenue from fees and related items, including policy charges and fee income, premiums, investment management and service fees, and other income.
Gross PremiumsFYP and Renewal premium and deposits.
Invested assetsIncludes fixed maturity securities, equity securities, mortgage loans, policy loans, alternative investments and short-term investments.
Protection Solutions ReservesEquals the aggregate value of Policyholders’ account balances and Future policy benefits for policies in our Protection Solutions segment.
ReinsuranceInsurance policies purchased by insurers to limit the total loss they would experience from an insurance claim.
Renewal premium and depositsPremiums and deposits after the first twelve months of the policy or contract.
Risk-based capital (“RBC”)Rules to determine insurance company statutory capital requirements. It is based on rules published by the National Association of Insurance Commissioners (“NAIC”).
Total adjusted capital (“TAC”)Primarily consists of capital and surplus, and the asset valuation reserve.
Product Terms
401(k)A tax-deferred retirement savings plan sponsored by an employer. 401(k) refers to the section of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to which these plans are established.
403(b)A tax-deferred retirement savings plan available to certain employees of public schools and certain tax-exempt organizations. 403(b) refers to the section of the Code pursuant to which these plans are established.
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AffluentRefers to individuals with $250,000 to $999,999 of investable assets.
AnnuitantThe person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of an annuity to be paid for life.
AnnuitizationThe process of converting an annuity investment into a series of periodic income payments, generally for life.
Benefit baseA notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may not have the same benefit base.
Cash surrender valueThe amount an insurance company pays (minus any surrender charge) to the policyholder when the contract or policy is voluntarily terminated prematurely.
Dollar-for-dollar withdrawalA method of calculating the reduction of a variable annuity benefit base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn.
Future policy benefitsFuture policy benefits for the annuities business are comprised mainly of liabilities for life-contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance.

Future policy benefits for the life business are comprised mainly of liabilities for traditional life and certain liabilities for universal and variable life insurance contracts (other than the Policyholders’ account balance).
General Account Investment PortfolioThe invested assets held in the General Account.
General AccountThe assets held in the general accounts of our insurance companies as well as assets held in our separate accounts on which we bear the investment risk.
GMxBA general reference to all forms of variable annuity guaranteed benefits, including guaranteed minimum living benefits, or GMLBs (such as GMIBs, GMWBs and GMABs), and guaranteed minimum death benefits, or GMDBs (inclusive of return of premium death benefit guarantees).
Guaranteed income benefit (“GIB”)An optional benefit which provides the policyholder with a guaranteed lifetime annuity based on predetermined annuity purchase rates applied to a GIB benefit base, with annuitization automatically triggered if and when the contract AV falls to zero.
Guaranteed minimum accumulation benefits (“GMAB”)An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in lump-sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying AV.
Guaranteed minimum death
benefits (“GMDB”)
An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying AV, upon the death of the annuitant.
Guaranteed minimum income benefits (“GMIB”)An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the underlying AV.
Guaranteed minimum living
benefits (“GMLB”)
A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs).
Guaranteed minimum withdrawal benefits (“GMWB”)An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the annuitant could be greater than the underlying AV.
Guaranteed Universal Life (“GUL”)A universal life insurance offering with a lifetime no lapse guarantee rider, otherwise known as a guaranteed UL policy. With a GUL policy, the premiums are guaranteed to last the life of the policy.
Guaranteed withdrawal benefit for life (“GWBL”)An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for the duration of the policyholder’s life, regardless of account performance.
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High net worthRefers to individuals with $1,000,000 or more of investable assets.
Indexed Universal Life (“IUL”)A permanent life insurance offering built on a universal life insurance framework that uses an equity-linked approach for generating policy investment returns.
Living benefitsOptional benefits (available at an additional cost) that guarantee that the policyholder will get back at least his original investment when the money is withdrawn.
Mortality and expense risk fee (“M&E fee”)A fee charged by insurance companies to compensate for the risk they take by issuing life insurance and variable annuity contracts.
Net flowsNet change in customer account balances in a period including, but not limited to, gross premiums, surrenders, withdrawals and benefits. It excludes investment performance, interest credited to customer accounts and policy charges.
Policyholder account balances
Annuities. Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities and non-life contingent income annuities. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.
Life Insurance Policies. Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.
Return of premium (“ROP”) death benefitThis death benefit pays the greater of the account value at the time of a claim following the owner’s death or the total contributions to the contract (subject to adjustment for withdrawals). The charge for this benefit is usually included in the M&E fee that is deducted daily from the net assets in each variable investment option. We also refer to this death benefit as the Return of Principal death benefit.
RiderAn optional feature or benefit that a policyholder can purchase at an additional cost.
Separate AccountRefers to the separate account investment assets of our insurance subsidiaries excluding the assets held in those separate accounts on which we bear the investment risk.
Surrender chargeA fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase.
Surrender rateRepresents annualized surrenders and withdrawals as a percentage of average AV.
Universal life (“UL”) productsLife insurance products that provide a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time. To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the AV of the policy and credited with a stated interest rate on a monthly basis.
Variable annuityA type of annuity that offers guaranteed periodic payments for a defined period of time or for life and gives purchasers the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns.
Variable Universal Life (“VUL”)Universal life products where the excess amount paid over policy charges can be directed by the policyholder into a variety of Separate Account investment options. In the Separate Account investment options, the policyholder bears the entire risk and returns of the investment results.
Whole Life (“WL”)A life insurance policy that is guaranteed to remain in-force for the policyholder’s lifetime, provided the required premiums are paid.

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ACRONYMS
“AB” or “AllianceBernstein” means AB Holding and ABLP
“AB Holding” means AllianceBernstein Holding L.P., a Delaware limited partnership
“AB Holding Units” means units representing assignments of beneficial ownership of limited partnership interests in AB Holding
“AB Units” means units of limited partnership interests in ABLP
“ABLP” means AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AB business
“AFS” means available-for-sale
“AOCI” means accumulated other comprehensive income
“ASC” means Accounting Standards Codification
“ASR” means accelerated share repurchase
“ASU” means Accounting Standards Update
“AUM” means assets under management
“AUA” means assets under administration
“AV” means Account Value
“AXA” means AXA S.A., a société anonyme organized under the laws of France, and formerly our controlling stockholder
“BPs” means basis points
“CDS” means credit default swaps
“CLO” means collateralized loan obligation
“COI” means cost of insurance
“COLI” means corporate owned life insurance
“Company” means Equitable Holdings, Inc. with its consolidated subsidiaries
“CS Life” means Corporate Solutions Life Reinsurance Company, a Delaware corporation and a wholly-owned direct subsidiary of Holdings
“CS Life RE” means CS Life RE Company, an Arizona corporation and a wholly-owned indirect subsidiary of Holdings
“CSA” means credit support annex
“CTE” means conditional tail expectation
“DAC” means deferred policy acquisition costs
“DI” means disability income
“DOL” means U.S. Department of Labor
“DSC” means debt service coverage
“DSI” means deferred sales inducement
“EAFE” means European, Australasia, and Far East
“EFS” means Equitable Financial Services, LLC, a Delaware corporation and a wholly-owned direct subsidiary of Holdings
“EPS” means earnings per share
“Equitable Advisors” means Equitable Advisors, LLC, a Delaware limited liability company, our retail broker/dealer for our retirement and protection businesses and a wholly-owned indirect subsidiary of Holdings
“Equitable America” means Equitable Financial Life Insurance Company of America (f/k/a MONY Life Insurance Company of America), an Arizona corporation and a wholly-owned indirect subsidiary of Holdings
“Equitable Financial” means Equitable Financial Life Insurance Company, a New York corporation, a life insurance company and a wholly-owned subsidiary of EFS
“EQ AZ Life Re” means EQ AZ Life Re Company, an Arizona corporation and a wholly-owned indirect subsidiary of Holdings.
“ERISA” means Employee Retirement Income Security Act of 1974
“ESG” means environmental, social and governance
“ETF” means exchange traded funds
“ETR” means effective tax rate
“Exchange Act” means Securities Exchange Act of 1934, as amended
“FABN” means Funding Agreement Backed Notes Program
“FASB” means Financial Accounting Standards Board
“FHLB” means Federal Home Loan Bank
“FYP” means first year premium and deposits
“General Partner” means AllianceBernstein Corporation, a Delaware corporation and the general partner of AB Holding and ABLP
“GUL” means guaranteed universal life
“HFS” means held-for-sale
“Holdings” means Equitable Holdings, Inc.
“HTM” means held-to-maturity
“IPO” means initial public offering
“ISDA Master Agreement” means International Swaps and Derivatives Association Master Agreement
“IUL” means indexed universal life
“IUS” means Investments Under Surveillance
“LIBOR” means London Interbank Offered Rate
“LTV” means loan-to-value
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“MD&A” means Management’s Discussion and Analysis of Financial Condition and Results of Operations
“MLICA” means MONY Life Insurance Company of the Americas, Ltd
“MRBs” means market risk benefits
“MSO” meansMarket Stabilizer Option
“MTA” means Master Transaction Agreement
“NAIC” means National Association of Insurance Commissioners
“NAR” means net amount at risk
“NAV” means net asset value
“NLG” means no-lapse guarantee
“NYDFS” means New York State Department of Financial Services
“OCI” means other comprehensive income
“OTC” means over-the-counter
“PFBL” means profits followed by losses
“REIT” means real estate investment trusts
“SCB LLC” means Sanford C. Bernstein & Co., LLC, a registered investment adviser and broker-dealer.
“SCS” means Structured Capital Strategies
“SEC” means U.S. Securities and Exchange Commission
“Series A Preferred Stock” means Holdings’ Series A Fixed Rate Noncumulative Perpetual Preferred Stock
“Series B Preferred Stock” means Holdings’ Series B Fixed Rate Reset Noncumulative Perpetual Preferred Stock
“Series C Preferred Stock” means Holdings’ Series C Fixed Rate Reset Noncumulative Perpetual Preferred Stock
“SIO” means structured investment option
“SPE” means special purpose entity
“SVO” means Securities Valuation Office
“TDRs” means troubled debt restructurings
“TIPS” means treasury inflation-protected securities
“U.S. GAAP” means accounting principles generally accepted in the United States of America
“UL” means universal life
“ULSG” means universal life products with secondary guarantee
“USFL” means U.S. Financial Life Insurance Company
“Venerable” means Venerable Holdings, Inc.
“VIAC” means Venerable Insurance and Annuity Company
“VIE” means variable interest entity
“VISL” means variable interest-sensitive life
“VOE” means voting interest entity
“VUL” means variable universal life
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Equitable Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: NovemberAugust 5, 20202021EQUITABLE HOLDINGS, INC.
By:/s/ Anders MalmströmRobin M. Raju
 Name:Anders MalmströmRobin M. Raju
 Title:Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: NovemberAugust 5, 20202021 /s/ William Eckert
 Name:William Eckert
 Title:Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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