EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

~~Adoption of New Accounting Pronouncements~~


~~Description~~			~~Effect on the Financial Statement or Other Significant Matters~~
~~ASU 2019-12: Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~
~~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.~~			On January 1, 2021, the Company adopted the new accounting 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 cash flows as of the adoption date.

Future Adoption of New Accounting Pronouncements


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 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: 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. The ASU also prescribes the discount rate to be used in measuring the liability for future policy benefits for traditional and limited payment long-duration contracts. 2. Measurement of 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. 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. 4. Expanded footnote disclosures. The ASU requires additional disclosures including information about significant inputs, judgements, assumptions and methods used in measurement.	In November 2020, the FASB issued ASU 2020-11 which deferred the effective date of the amendments in ASU 2018-12 for all insurance entities. ASU 2018-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is 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 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.	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 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.	The Company continues to progress with implementation efforts and the evaluation of the impact that adoption of this guidance will have on the Company’s consolidated financial statements. Due to its extensive nature, the adoption of the ASU is expected to have a significant impact on the Company’s consolidated financial statements, as well as systems, processes and controls. Effective January 1, 2023, the new guidance will be adopted using the modified retrospective approach, except for MRBs which will use the full retrospective approach. The Company has created a governance framework and implementation plan to ensure timely adoption of the guidance. In preparation for implementation, the Company continues to refine key accounting policy decisions, modernize processes and update internal controls. These changes include modifications of actuarial valuation systems, data sourcing, analytical procedures and reporting processes. The impact on total equity of applying this ASU is estimated to be neutral to the current amount of reported total equity as of March 31, 2022. As of March 31, 2022, a positive impact to AOCI is expected due to increases in the Company’s estimate of its non-performance risk on variable annuity guarantees accounted for as MRBs for the first time under the guidance. The estimated impact to the retained earnings element of total equity as of March 31, 2022, due to accounting for variable annuity guarantees as MRBs that are not currently measured at fair value, is mitigated by the Company’s present use of a near industry low interest rate assumption of 2.25% on GMIB business. Because movements in equity markets, interest rates and credit spreads are unpredictable and at times volatile, it is possible that the estimated effects of adoption could change materially between March 31, 2022 and January 1, 2023.

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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 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.
~~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 is currently assessing the applicability of the optional expedients and exceptions provided under the ASU. Management is evaluating the impact that the adoption of this guidance will have on the Company’s consolidated financial statements.

~~Investments~~

The carrying values of fixed maturities classified as 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. Changes in credit losses are recognized in Investment gains (losses), net. The redeemable preferred stock investments that are reported in fixed maturities include 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. Integral to this review is an assessment made each quarter, on a security-by-security basis, by the 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 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.

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~~EQUITABLE HOLDINGS, INC.~~

~~Notes to 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.

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. As of September 30, 2021 and December 31, 2020, the carrying value of COLI was $1,008 million and $992 million, respectively, and is reported in Other invested assets in the consolidated balance sheets.

~~Derivatives~~

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, values of securities or commodities, credit spreads, market volatility, expected returns and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non-performance risk used in valuation models. Derivative financial instruments generally used by the Company include 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 prices or through the use of valuation models.

Freestanding derivative contracts are reported in the consolidated balance sheets either as assets within “other invested assets” or as liabilities within “other liabilities”. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. 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 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~~

in the fair value of the 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 reclassified amount offsets the effect of the cash flows on Net income (loss) in the same period when the hedged item affects earnings and on the same line as the hedged item.

We discontinue cash flow hedge accounting prospectively when the Company determines: (1) the hedging instrument is no longer highly effective in offsetting changes in the cash flow from the hedged risk, (2) the hedged item is no longer probable of occurring within two months of their forecast, or (3) the hedging instrument is otherwise redesignated from the hedging relationship. Changes in the fair value of the derivative after discontinuation of cash flow hedge accounting are accounted for as freestanding derivative positions not designated to hedge accounting relationships unless and until the derivative 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 embedded instrument are “clearly and closely related” to the economic characteristics of the remaining component of the “host contract” and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. Once those criteria are met 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 underlying 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. 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 received, consistent with the underlying contracts, the deposit assets or liabilities are adjusted. Interest on such deposits is recorded as other income or other operating costs and expenses, as appropriate. Periodically, the Company

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~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

~~evaluates the adequacy of the expected payments or recoveries and adjusts the deposit asset or liability through other revenues or other expenses, as appropriate.~~

For reinsurance contracts other than those accounted for as derivatives, reinsurance recoverable balances are calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities.

Accounting and Consolidation of VIEs

For all new investment products and entities developed by the Company, 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 determines whether it is the primary beneficiary of the 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 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 VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the 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

Consolidated 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, Equitable Financial holds ~~$116~~$99 million and ~~$38~~$109 million of equity interests in the CLOs. The Company consolidated the CLOs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 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 CLOs loan manager. The assets of the CLOs are legally isolated from the Company’s creditors and can only be used to settle obligations of the CLOs. The liabilities of the CLOs are non-recourse to the Company and the Company has no obligation to satisfy the liabilities of the CLOs. As of ~~September 30, 2021,~~March 31, 2022, Equitable Financial holds $5$76 million of equity interests in a newly formed SPE established to purchase loans from the market in anticipation of a new CLO transaction. The Company consolidated the SPE as of ~~September 30, 2021~~March 31, 2022 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 ~~$1,334 million~~$1.6 billion and ~~$389 million~~$1.6 billion notes issued by consolidated variable interest entities, at fair value using the fair value option with total liabilities of ~~$1,190 million~~$1.2 billion and ~~$313 million~~$1.2 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is ~~$1.2~~$1.4 billion and ~~$362 million~~$1.3 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Consolidated Limited Partnerships and LLCs

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are total assets of ~~$182~~$270 million and ~~$12~~$219 million, respectively related to these VIEs.

Consolidated AB-Sponsored Investment Funds

Included in the Company’s consolidated balance sheet as of March 31, 2022 and December 31, 2021 are assets of $542 million and $734 million, liabilities of $37 million and $87 million, and redeemable noncontrolling interests of $338 million and $421 million, respectively, associated with the consolidation of AB-sponsored investment funds under the VIE model. There were no consolidated AB-sponsored investment funds under the VOE model as of March 31, 2022 and December 31, 2021. The assets of these consolidated funds are presented within other invested

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Included in the Company’s consolidated balance sheet as of September 30, 2021 and December 31, 2020 are assets of $322 million and $284 million, liabilities of $33 million and $8 million, and redeemable noncontrolling interests of $118 million and $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 as of September 30, 2021 and December 31, 2020 are assets of $0 million and $68 million, liabilities of $0 million and $23 million, and redeemable noncontrolling interests of $0 million and $20 million, respectively, from consolidation of AB-sponsored investment funds under the VOE model. The assets of these consolidated funds are presented within other invested assets and cash and cash equivalents, and liabilities of these consolidated funds are presented with other 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 AB-sponsored investment funds, and only the assets of such funds are available to settle each fund’s own liabilities.

Non-Consolidated VIEs

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 respectively, the Company held approximately ~~$2.1~~$2.2 billion and ~~$1.4~~$2.1 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 other equity investments and applies the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately ~~$240.7~~$259.1 billion and ~~$165.9~~$245.6 billion as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $2.2 billion and $2.1 billion and ~~$1.4 billion and~~ approximately ~~$1.3~~$1.2 billion and $1.2 billion of unfunded commitments as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.

Non-Consolidated AB-Sponsored Investment Products

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately ~~$70.4~~$59.1 billion and ~~$73.4~~$68.9 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $8$15 million and $7$9 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. 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 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.

Due 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 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.

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~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

~~Annual Update~~

The net impact of assumption changes in the third quarter of 2021 decreased policy charges and fee income by $28 million, decreased policyholders’ benefits by $62 million, increased net derivative losses by $200 million and decreased amortization of DAC by $58 million. This resulted in a decrease in income (loss) from operations, before income taxes of $108 million and decreased net income (loss) by $85 million. As part of this annual update, the reference interest rate utilized in our GAAP fair value calculations was updated from the LIBOR swap curve to the US Treasury curve due to the impending cessation of LIBOR and our GAAP fair value liability risk margins were increased, resulting in little impact to overall valuation as our view regarding market participant pricing of our guarantees has not changed at this time.

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.

~~First Quarter of 2020 Update~~

The net impact of the economic assumption update in the first quarter of 2020 increased policy charges and fee income by $46 million, increased policyholders’ benefits by $1.4 billion, decreased interest credited to policyholders’ account balances by $6 million and increased amortization of DAC by $1.1 billion. This resulted in a decrease in income (loss) from continuing operations, before income taxes of $2.5 billion and decreased net income (loss) of $2.0 billion.

~~Model Changes~~

There were no material assumption updates or model changes in the first ~~nine months~~quarters of 2022 or 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 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 income (loss) from continuing operations, before income taxes of $201 million, and an increase to net income (loss) of $159 million during the first nine months of 2020.

3) �� INVESTMENTS

Fixed Maturities AFS

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 other assets. Accrued interest receivable on AFS fixed maturities as of ~~September 30,~~March 31, 2022 and December 31, 2021 was ~~$516 million.~~$559 million and $506 million, respectively. There was no accrued interest written off for AFS fixed maturities for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021.

The following tables provide information relating to the Company’s fixed maturities classified as AFS.

AFS Fixed Maturities by Classification

Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value
(in millions)
September 30, 2021
Fixed Maturities:
Corporate (1) $ 49,613 $ 27 $ 3,049 $ 183 $ 52,452
U.S. Treasury, government and agency 13,487 — 1,790 24 15,253
States and political subdivisions 558 — 82 3 637
Foreign governments 977 — 43 17 1,003
Residential mortgage-backed (2) 97 — 9 — 106

1914

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


		Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(in millions)											(in millions)
Asset-backed (3)		5,559		—		29		4		5,584
Commercial mortgage-backed		1,863		—		28		12		1,879
Redeemable preferred stock (5)		41		—		13		—		54
Total at September 30, 2021		$	72,195	$	27	$	5,043	$	243	$	76,968

December 31, 2020: (4)
March 31, 2022												March 31, 2022
Fixed Maturities:	Fixed Maturities:											Fixed Maturities:
Corporate (1)	Corporate (1)	$	53,160	$	13	$	5,104	$	92	$	58,159	Corporate (1)	$	51,965	$	21	$	639	$	2,388	$	50,195
U.S. Treasury, government and agency	U.S. Treasury, government and agency	12,675		—		3,448		5		16,118		U.S. Treasury, government and agency	8,586		—		853		91		9,348
States and political subdivisions	States and political subdivisions	535		—		100		—		635		States and political subdivisions	670		—		43		31		682
Foreign governments	Foreign governments	1,011		—		98		6		1,103		Foreign governments	1,121		—		17		54		1,084
Residential mortgage-backed (2)	Residential mortgage-backed (2)	130		—		13		—		143		Residential mortgage-backed (2)	84		—		4		—		88
Asset-backed (3)	Asset-backed (3)	3,587		—		29		5		3,611		Asset-backed (3)	7,528		—		9		113		7,424
Commercial mortgage-backed	Commercial mortgage-backed	1,148		—		55		—		1,203		Commercial mortgage-backed	3,700		—		5		188		3,517
Redeemable preferred stock	Redeemable preferred stock	621		—		48		3		666		Redeemable preferred stock	40		—		8		—		48
Total at December 31, 2020		$	72,867	$	13	$	8,895	$	111	$	81,638
Total at March 31, 2022												Total at March 31, 2022	$	73,694	$	21	$	1,578	$	2,865	$	72,386

December 31, 2021:												December 31, 2021:
Fixed Maturities:												Fixed Maturities:
Corporate (1)												Corporate (1)	$	50,172	$	22	$	2,601	$	240	$	52,511
U.S. Treasury, government and agency												U.S. Treasury, government and agency	13,056		—		2,344		15		15,385
States and political subdivisions												States and political subdivisions	586		—		78		2		662
Foreign governments												Foreign governments	1,124		—		42		14		1,152
Residential mortgage-backed (2)												Residential mortgage-backed (2)	90		—		8		—		98
Asset-backed (3)												Asset-backed (3)	5,933		—		21		20		5,934
Commercial mortgage-backed												Commercial mortgage-backed	2,427		—		19		25		2,421
Redeemable preferred stock												Redeemable preferred stock	41		—		12		—		53
Total at December 31, 2021												Total at December 31, 2021	$	73,429	$	22	$	5,125	$	316	$	78,216

~~Fair Value Measurements as of September 30, 2021~~

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Level 1 Level 2 Level 3 Total
(in millions)
Assets
Investments
Fixed maturities, AFS:
Corporate (1) $ — $ 50,999 $ 1,453 $ 52,452
U.S. Treasury, government and agency — 15,253 — 15,253
States and political subdivisions — 600 37 637
Foreign governments — 1,003 — 1,003
Residential mortgage-backed (2) — 106 — 106
Asset-backed (3) — 5,579 5 5,584
Commercial mortgage-backed — 1,869 10 1,879
Redeemable preferred stock — 54 — 54
Total fixed maturities, AFS — 75,463 1,505 76,968
Fixed maturities, at fair value using the fair value option — 1,152 182 1,334
Other equity investments (7) 433 415 5 853
Trading securities 332 213 39 584
Other invested assets:
Short-term investments — 30 — 30
Assets of consolidated VIEs/VOEs 62 218 11 291
Swaps — (595) — (595)
Credit default swaps — — — —
Futures 2 — — 2
Options — 5,892 — 5,892
Total other invested assets 64 5,545 11 5,620
Cash equivalents 3,168 269 — 3,437
Segregated securities — 909 — 909
Amounts due from reinsurer (6) — — 5,869 5,869
GMIB reinsurance contracts asset — — 1,937 1,937
Separate Accounts assets (4) 138,906 2,562 — 141,468
Total Assets $ 142,903 $ 86,528 $ 9,548 $ 238,979
Liabilities
Notes issued by consolidated VIE’s, at fair value using the fair value option (5) $ — $ 1,187 $ — $ 1,187
GMxB derivative features’ liability — — 8,938 8,938
SCS, SIO, MSO and IUL indexed features’ liability — 5,565 — 5,565
Liabilities of consolidated VIEs and VOEs 18 3 — 21
Contingent payment arrangements — — 38 38
Total Liabilities $ 18 $ 6,755 $ 8,976 $ 15,749
Fair Value Measurements as of March 31, 2022


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets
Investments
Fixed maturities, AFS:
Corporate (1)	$	—	$	48,512	$	1,683	$	50,195
U.S. Treasury, government and agency	—		9,348		—		9,348
States and political subdivisions	—		650		32		682
Foreign governments	—		1,084		—		1,084
Residential mortgage-backed (2)	—		88		—		88
Asset-backed (3)	—		7,092		332		7,424
Commercial mortgage-backed	—		3,279		238		3,517
Redeemable preferred stock	—		48		—		48
Total fixed maturities, AFS	—		70,101		2,285		72,386
Fixed maturities, at fair value using the fair value option	—		1,285		342		1,627
Other equity investments (7)	315		461		7		783
Trading securities	330		207		52		589
Other invested assets:
Short-term investments	—		306		—		306
Assets of consolidated VIEs/VOEs	87		405		5		497
Swaps	—		(589)		—		(589)
Credit default swaps	—		3		—		3
Futures	—		—		—		—
Options	—		6,318		—		6,318

Total other invested assets	87		6,443		5		6,535
Cash equivalents	2,994		804		—		3,798
Segregated securities	—		1,693		—		1,693
Amounts due from reinsurer (6)	—		—		5,056		5,056
GMIB reinsurance contracts asset	—		—		1,582		1,582
Separate Accounts assets (4)	133,207		2,887		—		136,094
Total Assets	$	136,933	$	83,881	$	9,329	$	230,143

Liabilities
Notes issued by consolidated VIE’s, at fair value using the fair value option (5)	$	—	$	1,378	$	—	$	1,378
GMxB derivative features’ liability	—		—		6,924		6,924
SCS, SIO, MSO and IUL indexed features’ liability	—		6,126		—		6,126
Liabilities of consolidated VIEs and VOEs	16		3		—		19
Contingent payment arrangements	—		—		39		39
Total Liabilities	$	16	$	7,507	$	6,963	$	14,486

______________

(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.

(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. As of ~~September 30, 2021,~~March 31, 2022, the fair value of such investments was ~~$379~~$414 million.

(5)Includes CLO short-term debt of $1$204 million, which is inclusive as fair valued within Notes issued by consolidated VIE’s, at fair value using the fair value ~~option~~option. Accrued interest payable of $3$8 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

(6)This represents GMIB NLG ceded reserves related to the Venerable Transaction. See Note 1 of the Notes to these Consolidated Financial Statements for details of the Venerable Transaction.

(7)Includes short position equity securities of ~~$29~~$31 million that are reported in other liabilities.

Fair Value Measurements as of December 31, ~~2020 (1)~~2021


		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(in millions)									(in millions)
Assets	Assets									Assets
Investments	Investments									Investments
Fixed maturities, AFS:	Fixed maturities, AFS:									Fixed maturities, AFS:
Corporate ~~(2)~~(1)	Corporate ~~(2)~~(1)	$	—	$	56,457	$	1,702	$	58,159	Corporate ~~(2)~~(1)	$	—	$	51,007	$	1,504	$	52,511
U.S. Treasury, government and agency	U.S. Treasury, government and agency	—		16,118		—		16,118		U.S. Treasury, government and agency	—		15,385		—		15,385
States and political subdivisions	States and political subdivisions	—		596		39		635		States and political subdivisions	—		627		35		662
Foreign governments	Foreign governments	—		1,103		—		1,103		Foreign governments	—		1,152		—		1,152
Residential mortgage-backed ~~(3)~~(2)	Residential mortgage-backed ~~(3)~~(2)	—		143		—		143		Residential mortgage-backed ~~(3)~~(2)	—		98		—		98
Asset-backed ~~(4)~~(3)	Asset-backed ~~(4)~~(3)	—		3,591		20		3,611		Asset-backed ~~(4)~~(3)	—		5,926		8		5,934
Commercial mortgage-backed ~~(3)~~(2)	Commercial mortgage-backed ~~(3)~~(2)	—		1,203		—		1,203		Commercial mortgage-backed ~~(3)~~(2)	—		2,401		20		2,421
Redeemable preferred stock	Redeemable preferred stock	404		262		—		666		Redeemable preferred stock	—		53		—		53
Total fixed maturities, AFS	Total fixed maturities, AFS	404		79,473		1,761		81,638		Total fixed maturities, AFS	—		76,649		1,567		78,216
Fixed maturities, at fair value using the fair value option	Fixed maturities, at fair value using the fair value option	—		309		80		389		Fixed maturities, at fair value using the fair value option	0		1,440		201		1,641
Other equity investments	Other equity investments	13		—		71		84		Other equity investments	322		457		5		784
Trading securities	Trading securities	441		5,073		39		5,553		Trading securities	340		226		65		631
Other invested assets:	Other invested assets:									Other invested assets:
Short-term investments	Short-term investments	—		101		1		102		Short-term investments	—		30		—		30
Assets of consolidated VIEs/VOEs	Assets of consolidated VIEs/VOEs	74		231		13		318		Assets of consolidated VIEs/VOEs	166		450		11		627
Swaps	Swaps	—		(99)		—		(99)		Swaps	—		(473)		—		(473)
Credit default swaps	Credit default swaps	—		5		—		5		Credit default swaps	—		(1)		—		(1)
Futures	Futures	(2)		—		—		(2)		Futures	(1)		—		—		(1)
Options	Options	—		4,670		—		4,670		Options	—		6,959		—		6,959
Swaptions	Swaptions	—		—		—		—		Swaptions	—		—		—		—
Total other invested assets	Total other invested assets	72		4,908		14		4,994		Total other invested assets	165		6,965		11		7,141
Cash equivalents	Cash equivalents	4,309		297		—		4,606		Cash equivalents	3,275		293		—		3,568
Segregated securities	Segregated securities	—		1,753		—		1,753		Segregated securities	—		1,504		—		1,504
Amounts due from reinsurer										Amounts due from reinsurer	—		—		5,813		5,813
GMIB reinsurance contracts asset	GMIB reinsurance contracts asset	—		—		2,488		2,488		GMIB reinsurance contracts asset	—		—		1,848		1,848
Separate Accounts assets (5)		132,698		2,674		1		135,373
Separate Accounts assets (4)										Separate Accounts assets (4)	144,124		2,572		1		146,697
Total Assets	Total Assets	$	137,937	$	94,487	$	4,454	$	236,878	Total Assets	$	148,226	$	90,106	$	9,511	$	247,843

Liabilities	Liabilities									Liabilities
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)		$	—	$	312	$	—	$	312
Notes issued by consolidated VIE’s, at fair value using the fair value option (5)										Notes issued by consolidated VIE’s, at fair value using the fair value option (5)	$	—	$	1,277	$	—	$	1,277
GMxB derivative features’ liability	GMxB derivative features’ liability	—		—		11,131		11,131		GMxB derivative features’ liability	—		—		8,525		8,525
SCS, SIO, MSO and IUL indexed features’ liability	SCS, SIO, MSO and IUL indexed features’ liability	—		4,509		—		4,509		SCS, SIO, MSO and IUL indexed features’ liability	—		6,773		—		6,773
Liabilities of consolidated VIEs and VOEs	Liabilities of consolidated VIEs and VOEs	2		6		—		8		Liabilities of consolidated VIEs and VOEs	16		2		—		18
Contingent payment arrangements	Contingent payment arrangements	—		—		28		28		Contingent payment arrangements	—		—		38		38
Total Liabilities	Total Liabilities	$	2	$	4,827	$	11,159	$	15,988	Total Liabilities	$	16	$	8,052	$	8,563	$	16,631

______________

(1)~~Excludes amounts reclassified as HFS.~~

~~(2)~~Corporate fixed maturities includes both public and private issues.

~~(3)~~(2)Includes publicly traded agency pass-through securities and collateralized obligations.

~~(4)~~(3)Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

~~(5)~~(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. As of December 31, ~~2020,~~2021, the fair value of such investments was ~~$356~~$404 million.

~~(6)~~(5)Includes CLO short-term debt of $92 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 $1$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.

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 of the Notes to these Consolidated Financial Statements 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 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

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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.

~~Table of Contents~~

~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

Financial Instruments Classified as Level 2

Investments classified as Level 2 are measured at fair value on a recurring basis and primarily include U.S. government and agency securities, 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.

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, 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 classified 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~~GMIB NLG 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, net 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.~~

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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.

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 equity projections of ~~equity~~ Separate ~~Accounts~~Account 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~~U.S. Treasury curve for non-performance risk is made to the fair values of the GMIB reinsurance contract asset, GMIB NLG Reinsurance and ~~GMIBNLG~~GMIB NLG 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~~GMIB NLG 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~~GMIB NLG valuations.

After giving consideration to collateral arrangements, the ~~Company reduced~~impact to the fair value of its GMIB reinsurance contract asset ~~by $89~~was a decrease of $126 million and ~~$102~~$107 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, to recognize incremental counterparty non-performance risk and reduced the fair value of its GMIB reinsurance contract liabilities by $0 million and $19 million as of September 30, 2021 and December 31, 2020, respectively, to recognize its own incremental non-performance risk.

After giving consideration to collateral arrangements, the ~~Company reduced~~impact to the fair value of its Amounts due from Reinsurers ~~by $195~~was a decrease of $215 million and $210 million at ~~September 30,~~March 31, 2022 and December 31, 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 ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, fixed maturities with fair values of ~~$782~~$110 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 $1$258 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately ~~5.9%~~3.9% of total equity as of ~~September 30, 2021.~~March 31, 2022.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, fixed maturities with fair values of ~~$103~~$549 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 ~~$195~~$2 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately ~~1.6%~~4.5% of total equity as of ~~September 30, 2020.~~March 31, 2021.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The tables below present reconciliations for all Level 3 assets and liabilities and changes in unrealized gains (losses) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

~~Level 3 Instruments - Fair Value Measurements~~

Corporate State and Political Subdivisions Asset-backed CMBS Trading Securities, at Fair Value Fixed maturities, at FVO (2)
(in millions)
Balance, July 1, 2021 $ 1,261 $ 37 $ 128 $ 10 $ 39 $ 148
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 1 — — — — (7)
Investment gains (losses), net (2) — — — — —
Subtotal (1) — — — — (7)
Other comprehensive income (loss) 4 (1) — — — —
Purchases 262 — (121) — — 62
Sales (71) — (2) — — (17)
Activity related to consolidated VIEs/VOEs — — — — — —
Transfers into Level 3 (1) (2) — — — — (14)
Transfers out of Level 3 (1) — — — — — 10
Balance, September 30, 2021 $ 1,453 $ 36 $ 5 $ 10 $ 39 $ 182
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3) $ — $ — $ — $ — $ — $ 9
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3) $ 4 $ (1) $ — $ — $ — $ —
Balance, July 1, 2020 $ 1,685 $ 40 $ — $ — $ 37 $ —
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) — — — — — —
Investment gains (losses), net (1) — — — — —
Subtotal (1) — — — — —
Other comprehensive income (loss) 18 (1) — — — —
Purchases (155) — 13 — 15 —
Sales (24) — — — — —
Activity related to consolidated VIEs/VOEs — — — — — 0
Transfers into Level 3 (1) (29) — — — — —
Transfers out of Level 3 (1) — — — — — —
Balance, September 30, 2020 $ 1,494 $ 39 $ 13 $ — $ 52 $ —
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3) $ — $ — $ — $ — $ — $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3) $ 18 $ (1) $ — $ — $ — $ —


	Corporate		State and Political Subdivisions		Asset-backed		CMBS		Trading Securities, at Fair Value		Fixed maturities, at FVO

Balance, January 1, 2022	$	1,504	$	35	$	8	$	20	$	65	$	201
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	1		—		—		—		—		(4)
Investment gains (losses), net	1		—		—		—		(13)		—
Subtotal	2		—		—		—		(13)		(4)
Other comprehensive income (loss)	(31)		(2)		—		(1)		—		—
Purchases	232		—		325		219		—		89
Sales	(87)		(1)		(1)		—		—		(29)
Activity related to consolidated VIEs/VOEs	—		—		—		—		—		—
Transfers into Level 3 (1)	70		—		—		—		—		188
Transfers out of Level 3 (1)	(7)		—		—		—		—		(103)
Balance, March 31, 2022	$	1,683	$	32	$	332	$	238	$	52	$	342
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	(13)	$	(4)
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	(29)	$	(2)	$	—	$	(1)	$	—	$	—

Balance, January 1, 2021	$	1,702	$	39	$	20	$	—	$	39	$	80
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	1		—		—		—		—		3
Investment gains (losses), net	(6)		—		—		—		—		—
Subtotal	(5)		—		—		—		—		3
Other comprehensive income (loss)	9		(1)		—		—		—		—
Purchases	165		—		50		4		—		88
Sales	(69)		—		(5)		—		—		(8)
Activity related to consolidated VIEs/VOEs	—		—		—		—		—		0
Transfers into Level 3 (1)	2		—		—		—		—		7
Transfers out of Level 3 (1)	(549)		—		—		—		—		(28)
Balance, March 31, 2021	$	1,255	$	38	$	65	$	4	$	39	$	142
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	9	$	(1)	$	—	$	—	$	—	$	—

_____________

(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

5241

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

~~Level 3 Instruments - Fair Value Measurements~~

Corporate State and Political Subdivisions Asset-backed CMBS Trading Securities, at Fair Value Fixed maturities, at FVO (2)
(in millions)
Balance, January 1, 2021 $ 1,702 $ 39 $ 20 $ — $ 39 $ 80
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 4 — — — — 4
Investment gains (losses), net (14) — — — — —
Subtotal (10) — — — — 4
Other comprehensive income (loss) 30 (2) — — — 0
Purchases 721 — 3 10 — 192
Sales (277) (1) (18) — — (26)
Activity related to consolidated VIEs/VOEs — — — — — 0
Transfers into Level 3 (1) — — — — — 1
Transfers out of Level 3 (1) (713) — — — — (69)
Balance, September 30, 2021 $ 1,453 $ 36 $ 5 $ 10 $ 39 $ 182
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3) $ — $ — $ — $ — $ — $ 4
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3) $ 30 $ (2) $ — $ — $ — $ —
Balance, January 1, 2020 $ 1,257 $ 39 $ 100 $ — $ 37 $ —
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss) 2 — — — — —
Investment gains (losses), net (14) — — — — —
Subtotal (12) — — — — —
Other comprehensive income (loss) (36) 1 — — — —
Purchases 207 — 13 — 15 —
Sales (114) (1) — — — —
Activity related to consolidated VIEs/VOEs — 0 0 0 — 0
Transfers into Level 3 (1) 195 — — — — —
Transfers out of Level 3 (1) (3) — (100) — — —
Balance, September 30, 2020 $ 1,494 $ 39 $ 13 $ — $ 52 $ —
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3) $ — $ — $ — $ — $ — $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3) $ (36) $ 1 $ — $ — $ — $ —

~~_____________~~

~~(1)~~
~~Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.~~

(2) ~~Fixed maturities, at fair value using the fair value option.~~

~~(3)~~For instruments held as of ~~September 30,~~March 31, 2022 or March 31, 2021, ~~or September 30, 2020,~~ amounts are included in net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.


	Other Equity Investments (7)		GMIB Reinsurance Contract Asset		Amounts Due from Reinsurers		Separate Accounts Assets		GMxB Derivative Features Liability		Contingent Payment Arrangement

Balance, January 1, 2022	$	16	$	1,848	$	5,815	$	1	$	(8,525)	$	(38)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	—		—		—		—		—		—
Net derivative gains (losses) (1)	—		(260)		(767)		—		1,688		—
Total realized and unrealized gains (losses)	—		(260)		(767)		—		1,688		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	—		10		33		—		(120)		1
Sales (3)	—		(16)		(25)		(1)		32		—


Activity related to consolidated VIEs/VOEs	(2)		—		—		—		—		—
Transfers into Level 3 (4)	—		—		0		—		—		—
Transfers out of Level 3 (4)	(3)		—		—		—		—		—
Balance, March 31, 2022	$	11	$	1,582	$	5,056	$	—	$	(6,925)	$	(37)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (6)	$	—	$	(260)	$	(767)	$	—	$	1,688	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (6)	$	—	$	—	$	—	$	—	$	—	$	—

Balance, January 1, 2021	$	84	$	2,488	$	—	$	1	$	(11,131)	$	(28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	1		—		—		—		—		—
Net derivative gains (losses) (1) (5)	—		(578)		—		—		3,408		—
Total realized and unrealized gains (losses)	1		(578)		—		—		3,408		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	2		11		—		—		(119)		(7)
Sales (3)	(2)		(14)		—		—		18		—

Activity related to consolidated VIEs/VOEs	(2)		—		—		—		—		(1)
Transfers into Level 3 (4)	—		—		—		—		—		—
Transfers out of Level 3 (4)	—		—		—		(1)		—		—
Balance, March 31, 2021	$	83	$	1,907	$	—	$	—	$	(7,824)	$	(36)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (6)	$	1	$	(578)	$	—	$	—	$	3,408	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (6)	$	—	$	—	$	—	$	—	$	—	$	—

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Other Equity Investments (9) GMIB Reinsurance Contract Asset Amounts Due from Reinsurers Separate Accounts Assets GMxB Derivative Features Liability Contingent Payment Arrangement
Balance, July 1, 2021 $ 103 $ 2,026 $ 5,510 $ 1 $ (8,455) $ (38)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income 1 — — — — —
Net derivative gains (losses) (1) — (84) 344 — (395) —
Total realized and unrealized gains (losses) 1 (84) 344 — (395) —
Other comprehensive income (loss) — — — — — —
Purchases (2) 1 11 31 (1) (108) 1
Sales (3) (91) (16) (16) — 20 —
Settlements (4) — — — — — —
Activity related to consolidated VIEs/VOEs 1 — — — — (1)
Transfers into Level 3 (5) — — — — — —
Transfers out of Level 3 (5) — — — — — —
Balance, September 30, 2021 $ 15 $ 1,937 $ 5,869 $ — $ (8,938) $ (38)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8) $ 1 $ (84) $ 344 $ — $ (395) $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8) $ — $ — $ — $ — $ — $ —
Balance, July 1, 2020 $ 95 $ 2,931 $ — $ — $ (12,689) $ (28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income 3 — — — — —
Net derivative gains (losses) — (103) — — 579 —
Total realized and unrealized gains (losses) 3 (103) — — 579 —
Other comprehensive income (loss) — — — — — —
Purchases (2) 5 11 — — (115) —
Sales (3) (15) (21) — — 21 —
Settlements (4) — — — — — —
Activity related to consolidated VIEs/VOEs (2) — — — — —
Transfers into Level 3 (5) — — — — — (1)
Transfers out of Level 3 (5) — — — — — —
Balance, September 30, 2020 $ 86 $ 2,818 $ — $ — $ (12,204) $ (29)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8) $ 1 $ (103) $ — $ — $ 579 $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8) $ — $ — $ — $ — $ — $ —

~~Table of Contents~~

~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

Other Equity Investments (9) GMIB Reinsurance
Contract Asset Amounts Due from Reinsurers Separate Accounts Assets GMxB Derivative Features Liability Contingent Payment Arrangement
Balance, January 1, 2021 $ 84 $ 2,488 $ — $ 1 $ (11,131) $ (28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income 20 — — — — —
Net derivative gains (losses) (1) (6) — (542) 586 — 2,340 —
Total realized and unrealized gains (losses) 20 (542) 586 — 2,340 —
Other comprehensive income (loss) — — — — — —
Purchases (2) 4 32 41 — (348) (7)
Sales (3) (92) (41) (17) — 61 —
Settlements (4) — — — — — —
Other (7) — — 5,259 — — —
Activity related to consolidated VIEs/VOEs (1) — — — — (3)
Transfers into Level 3 (5) — — 0 — — —
Transfers out of Level 3 (5) — — — (1) 140 —
Balance, September 30, 2021 $ 15 $ 1,937 $ 5,869 $ — $ (8,938) $ (38)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8) $ 2 $ (542) $ 586 $ — $ 2,340 $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8) $ — $ — $ — $ — $ — $ —
Balance, January 1, 2020 $ 113 $ 2,139 $ — $ — $ (8,502) $ (23)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income (7) — — — — —
Net derivative gains (losses) — 736 — — (3,421) —
Total realized and unrealized gains (losses) (7) 736 — — (3,421) —
Other comprehensive income (loss) — — — — — —
Purchases (2) 10 33 — — (335) (4)
Sales (3) (26) (58) — — 54 —
Settlements (4) — — — — — —
Change in estimate — (32) — — — —
Activity related to consolidated VIEs/VOEs (4) — — — — (2)
Transfers into Level 3 (5) — — — — — —
Transfers out of Level 3 (5) — — — — — —
Balance, September 30, 2020 $ 86 $ 2,818 $ — $ — $ (12,204) $ (29)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8) $ (8) $ 736 $ — $ — $ (3,421) $ —
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8) $ — $ — $ — $ — $ — $ —

______________

~~Table of Contents~~

~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

(1)For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company’s non-performance risk impact of ~~$(92)~~$483 million and ~~$(72)~~$79 million for the GMxB Derivative Features Liability, $5$(36) million and $6$(15) million for the GMIB Reinsurance Contract Asset, and ~~$(19)~~$(42) million and ~~$(7)~~$0 million for the 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 and Amounts Due from 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)~~Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

~~(6)~~(5) For the three months ended March 31, 2021, GMxB Derivative Features Liability excludes ~~a $45 million~~ settlement ~~fee~~fees on CS Life reinsurance ~~contract.~~

~~(7)Represents the opening ceded balance from the Venerable transaction~~contract of ~~the GMxB with no lapse guarantee riders.~~$46 million.

~~(8)~~(6) For instruments held as of ~~September 30,~~March 31, 2022 or March 31, 2021, ~~or September 30, 2020,~~ amounts are included in net investment income or net derivative gains

(losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

~~(9)~~(7) Other Equity Investments include other invested assets.

Table of Contents

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 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Quantitative Information about Level 3 Fair Value Measurements as of ~~September 30, 2021~~March 31, 2022

Fair

Value

Valuation

Technique

Significant

Unobservable Input

Range

Weighted Average (2)

(in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

~~206~~334

Matrix pricing model

Spread over Benchmark

20 bps - ~~295~~299 bps

~~159~~106 bps

~~820~~891

Market comparable
companies

EBITDA multiples

Discount rate

Cash flow multiples

Loan to value

~~4.9x~~5.0x - ~~73.7x~~77.6x

~~5.95%~~7.2% - ~~15.03%~~33.6%

~~0.0x~~0.5x - ~~9.0x~~11.6x

~~0.00%~~0.0% - ~~60.77%~~62.1%

~~12.3x~~13.9x

~~8.99%~~9.8%

~~6.0x~~6.4x

~~30.45%~~30.0%

Trading Securities, at Fair Value

3952

Discounted Cash Flow

Earnings multiple

Discount factor

Discount years

~~8.2x~~7.3x

~~10.00%~~10.0%

Other equity investments

Market comparable companies

Revenue multiple

~~8.2x~~7.7x - 9.5x

~~8.5x~~9.2x

GMIB reinsurance contract asset

~~1,937~~1,582

Discounted 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

0.45%-20.86%

0.27%-8.66%

0.04%-60.44%

4082 bps - 78130 bps

~~10%~~9%-32%

0.01%-0.17%

0.06%-0.53%

0.31%-40.00%

~~2.56%~~2.78%

~~0.93%~~0.91%

~~5.43%~~5.28%

4484 bps

24%

~~2.76%~~2.85%

(same for all ages)

Amount Due from Reinsurers

~~5,869~~5,056

Discounted 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

0.45%-20.86%

0.27%-8.66%

0.04%-60.44%

~~34 bps-34~~48 bps

~~10%~~9%-32%

0.01%-0.17%

0.06%-0.53%

0.31%-40.00%

~~1.67%~~1.79%

~~1.17%~~1.15%

~~7.34%~~7.40%

3448 bps

24%

~~2.13%~~2.17%

(same for all ages)

Liabilities:

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair

Value

Valuation

Technique

Significant

Unobservable Input

Range

Weighted Average (2)

AB Contingent Consideration Payable

3839

Discounted cash flow

Expected revenue growth rates

Discount rate

2.0% - 83.9%

1.9% - 10.4%

~~13.0%~~7.9%

~~6.6%~~7.0%

~~GMIBNLG~~GMIB NLG

~~8,896~~6,936

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality rates (1):

Ages 0 - 40

Ages 41-60

Ages 61-115

~~92 bps - 92~~151 bps

1.04%-23.57%

0.27%-8.66%

0.03%-100.00%

0.01%-0.19%

0.07%-0.57%

0.44%-43.60%

92151 bps

~~3.51%~~3.69%

1.03%

~~5.35%~~5.37%

~~1.60%~~1.62%

(same for all ages)

GWBL/GMWB

~~104~~83

Discounted cash flow

Lapse rates

Withdrawal Rates

Utilization Rates

Volatility rates - Equity

Non-performance risk(bps)

0.60%-20.86%

0.00%-8.00%

100% once starting

~~10%~~9%-32%

~~92 bps-92~~151 bps

~~2.56%~~2.78%

~~0.93%~~0.91%

24%

GIB

~~(60)~~(93)

Discounted cash flow

Lapse rates

Withdrawal Rates

Utilization Rates

Volatility rates - Equity

Non-performance risk(bps)

0.60%-20.86%

0.13%-8.66%

0.04%-100.00%

~~10%~~9% - 32%

~~92 bps - 92~~151 bps

~~2.56%~~2.78%

~~0.93%~~0.91%

~~5.43%~~5.28%

24%

GMAB

(3)

Discounted cash flow

Lapse rates

Volatility rates - Equity

Non-performance risk(bps)

0.60%-20.86%

~~10%~~9%-32%

~~92 bps - 92~~151 bps

~~2.56%~~2.78%

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, and utilizations the rates were weighted by counts; for mortality weighted average rates are shown for all ages combined; and for withdrawals 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 as of December 31, ~~2020~~2021

Fair
Value

Valuation
Technique

Significant
Unobservable Input

Range

Weighted Average (2)

(in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

34258

Matrix pricing model

Spread over benchmark

4520 bps - ~~195~~270 bps

~~160~~144 bps

~~1,148~~888

Market comparable companies

EBITDA multiples

Discount rate

Cash flow multiples

~~3.5x - 33.1x~~

~~5.60% - 28.40%~~

~~1.9x-25.0x~~Loan to value

~~10.8x~~4.9x - 62.3x

~~8.60%~~6.2% - 21.5%

~~6.8x~~0.5x-10.0x

3.1%-63.4%

13.0x

9.1%

5.5x

30.8%

Trading Securities, at Fair Value

3965

Discounted cash flow

Earnings multiple

Discounts factor

Discount years

~~8.2x~~7.3x

10.00%

Other equity investments

Market comparable companies

Revenue multiple

~~9.7x~~7.8x - ~~26.4x~~10.3x

~~18.5x~~9.5x

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair
Value

Valuation
Technique

Significant
Unobservable Input

Range

Weighted Average (2)

(in millions)

GMIB reinsurance contract asset

~~2,488~~1,848

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

4357 bps - 8593 bps

~~0.6%~~0.45% - ~~16%~~20.86%

0%0.27% - 2%8.66%

0%0.04% - ~~61%~~60.44%

7%11% - ~~32%~~31%

0.01% - ~~0.18%~~0.17%

~~0.07%~~0.06% - ~~0.54%~~0.53%

~~0.42%~~0.31% - ~~42.20%~~40.00%

5060 bps

~~1.69%~~2.65%

~~0.91%~~0.93%

~~5.82%~~5.27%

24%

~~2.80%~~2.79%

(same for all ages)

Amount Due from Reinsurers

5,813

Discounted 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

0.45%-20.86%

0.27%-8.66%

0.04%-60.44%

37 bps

11%-31%

0.01%-0.17%

0.06%-0.53%

0.31%-40.00%

1.70%

1.18%

7.20%

37 bps

24%

2.17%

(same for all ages)

Liabilities:

AB Contingent Consideration Payable

2838

Discounted cash flow

Expected revenue growth rates

Discount rate

~~0.7%~~2.0% - ~~50.0%~~83.9%

1.9% - 10.4%

~~4.9%~~11.9%

~~8.0%~~7.0%

~~GMIBNLG~~GMIB NLG

~~10,713~~8,503

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality rates (1):

Ages 0 - 40

Ages 41 - 60

Ages 60 - 115

~~96.0~~111 bps

~~1.1%~~1.04% - ~~25.7%~~23.57%

~~0.4%~~0.27% - 2%8.66%

~~0% - 100%~~0.03% -100.00%

0.01% - 0.19%

~~0.06%~~0.07% - ~~0.53%~~0.57%

~~0.41%~~0.44% - ~~41.39%~~43.60%

111 bps

~~3.19%~~3.55%

~~0.93%~~1.04%

~~5.51%~~5.24%

~~1.56%~~1.62%

(same for all ages)

~~Assumed GMIB Reinsurance Contracts~~

~~195~~

~~Discounted cash flow~~

~~Non-performance risk~~

~~Lapse rates~~

~~Withdrawal rates (Age 0 - 85)~~

~~Withdrawal rates (Age 86+)~~

~~Utilization rates~~

~~Volatility rates - Equity~~

~~60 - 133 bps~~

~~1.1% - 11.1%~~

~~0.6% - 22.2%~~

~~1.1% - 100%~~

~~0% -30%~~

~~7%-32%~~

~~99 bps~~

~~1.69%~~

~~0.91%~~

~~(same for all ages)~~

~~5.82%~~

~~24%~~

GWBL/GMWB

~~190~~99

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Utilization rates

Volatility rates - Equity

~~96.0~~111 bps

~~0.8%-16%~~0.60%-20.86%

~~0%-8%~~0.00%-8.00%

100% once starting

~~7%-32%~~11%-31%

~~1.69%~~2.65%

~~0.91%~~0.93%

24%

GIB

31 (75)

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Utilization rates

Volatility rates - Equity

~~96.0~~111 bps

~~0.8%-15.6%~~0.60%-20.86%

~~0%-2%~~0.13%-8.66%

~~0%-100%~~0.04%-100.00%

~~7%-32%~~11%-31%

~~1.69%~~2.65%

~~0.91%~~0.93%

~~5.82%~~5.27%

24%

GMAB

2 (3)

Discounted cash flow

Non-performance risk

Lapse rates

Volatility rates - Equity

~~96.0~~111 bps

~~0.8%-16%~~0.60%-20.86%

~~7%-32%~~11%-31%

~~1.69%~~2.65%

24%

______________

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, are approximately ~~$673 million~~$1.4 billion and ~~$743~~$635 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

~~Table of Contents~~

~~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 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were no 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 risk transfer securities, and equipment financings. Included in the tables above as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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

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~~GMIB NLG liability and GMIB NLG Reinsurance are lapse rates, withdrawal rates, GMIB utilization rates, adjustment for non-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~~non-

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

performance risk and GMIB utilization rates would tend to increase the ~~GMIBNLG~~GMIB NLG liability and GMIB NLG Reinsurance, while decreases in withdrawal rates and volatility rates would tend to decrease the ~~GMIBNLG~~GMIB NLG 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.

Carrying Value of Financial Instruments Not Otherwise Disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements

The carrying values and fair values as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 for financial instruments not otherwise disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements are presented in the table below.

~~Table of Contents~~

~~EQUITABLE HOLDINGS, INC.~~

~~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
		Carrying Value		Level 1		Level 2		Level 3		Total			Carrying Value		Level 1		Level 2		Level 3		Total
		(in millions)											(in millions)
September 30, 2021:
March 31, 2022:												March 31, 2022:
Mortgage loans on real estate	Mortgage loans on real estate	$	13,448	$	—	$	—	$	13,775	$	13,775	Mortgage loans on real estate	$	14,452	$	—	$	—	$	13,911	$	13,911
Policy loans	Policy loans	$	4,027	$	—	$	—	$	5,109	$	5,109	Policy loans	$	4,010	$	—	$	—	$	4,956	$	4,956
Policyholders’ liabilities: Investment contracts ~~(3)~~	Policyholders’ liabilities: Investment contracts ~~(3)~~	$	2,059	$	—	$	—	$	2,187	$	2,187	Policyholders’ liabilities: Investment contracts ~~(3)~~	$	2,014	$	—	$	—	$	1,982	$	1,982
FHLB funding agreements	FHLB funding agreements	$	6,807	$	—	$	6,864	$	—	$	6,864	FHLB funding agreements	$	6,088	$	—	$	6,047	$	—	$	6,047
FABN funding agreements	FABN funding agreements	$	5,732	$	—	$	5,733	$	—	$	5,733	FABN funding agreements	$	6,673	$	—	$	6,271	$	—	$	6,271
Short-term and long-term debt ~~(2)~~(1)	Short-term and long-term debt ~~(2)~~(1)	$	3,838	$	—	$	4,616	$	—	$	4,616	Short-term and long-term debt ~~(2)~~(1)	$	3,840	$	—	$	4,111	$	—	$	4,111
Separate Accounts liabilities	Separate Accounts liabilities	$	11,092	$	—	$	—	$	11,092	$	11,092	Separate Accounts liabilities	$	11,785	$	—	$	—	$	11,785	$	11,785

December 31, 2020:
December 31, 2021:												December 31, 2021:
Mortgage loans on real estate	Mortgage loans on real estate	$	13,159	$	—	$	—	$	13,491	$	13,491	Mortgage loans on real estate	$	14,033	$	—	$	—	$	14,308	$	14,308
Policy loans ~~(1)~~	Policy loans ~~(1)~~	$	4,118	$	—	$	—	$	5,352	$	5,352	Policy loans ~~(1)~~	$	4,024	$	—	$	—	$	5,050	$	5,050
Policyholders’ liabilities: Investment contracts ~~(1)~~(2)	Policyholders’ liabilities: Investment contracts ~~(1)~~(2)	$	2,198	$	—	$	—	$	2,416	$	2,416	Policyholders’ liabilities: Investment contracts ~~(1)~~(2)	$	2,035	$	—	$	—	$	2,103	$	2,103
FHLB funding agreements	FHLB funding agreements	$	6,897	$	—	$	6,990	$	—	$	6,990	FHLB funding agreements	$	6,647	$	—	$	6,679	$	—	$	6,679
FABN funding agreements	FABN funding agreements	$	1,939	$	—	$	1,971	$	—	$	1,971	FABN funding agreements	$	6,689	$	—	$	6,626	$	—	$	6,626
Short-term and long-term debt(1)	Short-term and long-term debt(1)	$	4,115	$	—	$	5,065	$	—	$	5,065	Short-term and long-term debt(1)	$	3,839	$	—	$	4,544	$	—	$	4,544
Separate Accounts liabilities	Separate Accounts liabilities	$	10,081	$	—	$	—	$	10,081	$	10,081	Separate Accounts liabilities	$	11,620	$	—	$	—	$	11,620	$	11,620

_____________

(1)~~Excludes amounts reclassified as HFS.~~

~~(2)~~Excludes CLO short-term debt of $1$204 million which is inclusive as fair valued within Notes issued by consolidated VIE’s, at fair value using the fair value option.

~~(3) As of~~ (2)~~September 30, 2021, reflects~~ Reflects transfer of certain policyholders account balances to future policyholder benefits and other policyholders liabilities related to structured settlement ~~contracts.~~

which occurred during July 2021.

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.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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.

~~Table of Contents~~

~~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 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, 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 of the Notes to these Consolidated Financial Statements 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 Financial 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 plans. Equitable Financial remains secondarily liable for its obligations under the Equitable Financial QP and would recognize such liability in the event Holdings does not perform.

AB Retirement Plans

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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.

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,
2021 2020 2021 2020
(in millions)
Service cost $ 2 $ 3 $ 7 $ 7
Interest cost 13 23 40 68
Expected return on assets (40) (36) (116) (110)
Prior Period Svc Cost Amortization 1 — — —
Actuarial (gain) loss — — 1 1
Net amortization 23 27 81 82
Impact of settlement 2 $ 4 2 4
Net Periodic Pension Expense $ 1 $ 21 $ 15 $ 52


	Three Months Ended March 31,
	2022		2021
	(in millions)
Service cost	$	2	$	2
Interest cost	14		14
Expected return on assets	(39)		(38)
Prior Period Svc Cost Amortization	(1)		(1)
Actuarial (gain) loss	—		1
Net amortization	20		29

Net Periodic Pension Expense	$	(4)	$	7

~~Table of Contents~~

~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

~~10)~~9) INCOME TAXES

Income tax expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ 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, 2021			December 31, 2020				March 31, 2022			December 31, 2021
Series	Series	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding	Series	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
Series A	Series A	32,000	32,000	32,000	32,000	32,000	32,000	Series A	32,000	32,000	32,000	32,000	32,000	32,000
Series B	Series B	20,000	20,000	20,000	20,000	20,000	20,000	Series B	20,000	20,000	20,000	20,000	20,000	20,000
Series C	Series C	12,000	12,000	12,000	—	—	—	Series C	12,000	12,000	12,000	12,000	12,000	12,000
Total	Total	64,000	64,000	64,000	52,000	52,000	52,000	Total	64,000	64,000	64,000	64,000	64,000	64,000

~~Series C Fixed Rate Reset Noncumulative Perpetual Preferred Stock~~

On January 8, 2021, Holdings issued 12,000,000 depositary shares, each representing a 1/1,000th interest in a share of the Company’s Series C Fixed Rate Noncumulative Perpetual Preferred Stock (“Series C Preferred Stock”), $1.00 par value per share and liquidation preference of $25,000 per share, for aggregate net cash proceeds of $293 million ($300 million gross). The Series C 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 C 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 quarterly in arrears, at an annual rate equal to the fixed rate of 4.3%.

~~Dividends to Shareholders~~

Dividends declared per share were as follows for the periods indicated:


		Three Months Ended September 30,				Nine months ended September 30,				Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Series A dividends declared	Series A dividends declared	$	328.13	$	328.13	$	984.38	$	1,049.99		Series A dividends declared	$	328	$	328
Series B dividends declared	Series B dividends declared	$	—	$	—	$	618.75	$	—		Series B dividends declared	$	—	$	—
Series C dividends declared	Series C dividends declared	$	268.75	$	—	$	737.57	$	—		Series C dividends declared	$	269	$	200

Common Stock

Dividends declared per share of common stock were as follows for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Dividends declared $ 0.18 $ 0.17 $ 0.53 $ 0.49


	Three Months Ended March 31,
	2022		2021
Dividends declared	$	0.18	$	0.17

~~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,

6350

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

onShare Repurchase

On February ~~17, 2021 Holdings announced that its~~9, 2022, the Company’s Board of Directors ~~had~~ authorized a ~~$1.0~~new $1.2 billion share repurchase program. Under this program, ~~Holdings~~the Company may, from time to time purchase ~~up to $1.0 billion~~shares of its common stock ~~but it is~~through various means. The Company may choose to suspend or discontinue the repurchase program at any time. The repurchase program does not ~~obligated~~obligate the Company 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 Exchange Act. As of ~~September 30, 2021,~~March 31, 2022, Holdings had authorized capacity of approximately ~~$462~~$955 million remaining in its share repurchase ~~program, which is inclusive of the $500 million related to the Venerable Transaction.~~program.

Holdings repurchased a total of ~~15.6~~8.6 million and ~~38.2~~14.5 million shares of its common stock at an average price of ~~$29.50~~$31.96 and ~~$30.56~~$29.71 per share, respectively through open market repurchases, ASRs and privately negotiated transactions during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, Holdings repurchased 07.9 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 ASR, Holdings made a prepayment of $200 million and received initial delivery of 4.9 million shares. The ASR terminated during May 2021, at which time additional shares of 1.1 million were received.

On June 30, 2021, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $300 million 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 terminated during the third quarter of 2021 and a total of 9.9 million shares were received. Shares repurchased under the ASR were retired upon receipt resulting in a reduction of Holdings’ total issued shares as of September 30, 2021.

In September 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 ASR, Holdings made a prepayment of $200 million and received initial delivery of 5.6 million shares. The ASR is scheduled to terminate on November 5, 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 net income (loss). The balances as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 follow:


		September 30,		December 31,				March 31,		December 31,
		2021		2020				2022		2021
		(in millions)				(in millions)
Unrealized gains (losses) on investments	Unrealized gains (losses) on investments	$	2,741	$	4,797		Unrealized gains (losses) on investments	$	(1,142)	$	2,684
Defined benefit pension plans	Defined benefit pension plans	(858)		(935)			Defined benefit pension plans	(626)		(669)
Foreign currency translation adjustments	Foreign currency translation adjustments	(47)		(34)			Foreign currency translation adjustments	(57)		(45)
Total accumulated other comprehensive income (loss)	Total accumulated other comprehensive income (loss)	1,836		3,828			Total accumulated other comprehensive income (loss)	(1,825)		1,970
Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest	Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest	(40)		(35)			Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest	(38)		(34)
Accumulated other comprehensive income (loss) attributable to Holdings	Accumulated other comprehensive income (loss) attributable to Holdings	$	1,876	$	3,863		Accumulated other comprehensive income (loss) attributable to Holdings	$	(1,787)	$	2,004

The components of OCI, net of taxes for the three months ended March 31, 2022 and 2021 follow:


	Three Months Ended March 31,
	2022		2021
	(in millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period	$	(5,080)	$	(4,059)
(Gains) losses reclassified into net income (loss) during the period (1)	264		(164)
Net unrealized gains (losses) on investments	(4,816)		(4,223)
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other	990		1,070
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $(1,018) and $838)	(3,826)		(3,153)
Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost	43		33
Change in defined benefit plans (net of deferred income tax expense (benefit) of $(9) and $9)	43		33
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period	(12)		(6)

Foreign currency translation adjustment	(12)		(6)
Total other comprehensive income (loss), net of income taxes	(3,795)		(3,126)
Less: Other comprehensive income (loss) attributable to noncontrolling interest	(4)		(3)
Other comprehensive income (loss) attributable to Holdings	$	(3,791)	$	(3,123)

_______________

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

~~The components of OCI, net of taxes for the three and nine months ended September 30, 2021 and 2020 follow:~~

Three Months Ended September 30,

Nine Months Ended September 30,
2021 2020 2021 2020
(in millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period $ (310) $ 309 $ (2,547) $ 4,675
(Gains) losses reclassified into net income (loss) during the period (1) (131) (26) (617) (225)
Net unrealized gains (losses) on investments (441) 283 (3,164) 4,450
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other 318 (54) 1,108 (1,177)
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $(32), $61, $(546) and $870 ) (123) 229 (2,056) 3,273
Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost 22 21 77 71
Change in defined benefit plans (net of deferred income tax expense (benefit) of $6, $6, $20 and $19) 22 21 77 71
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period (9) 16 (13) 1
Foreign currency translation adjustment (9) 16 (13) 1
Total other comprehensive income (loss), net of income taxes (110) 266 (1,992) 3,345
Less: Other comprehensive income (loss) attributable to noncontrolling interest (3) 6 (5) 1
Other comprehensive income (loss) attributable to Holdings $ (107) $ 260 $ (1,987) $ 3,344

~~_______________~~

(1)See “Reclassification adjustments” in Note 3.3 of the Notes to these Consolidated Financial Statements. Reclassification amounts presented net of income tax expense (benefit) of ~~$35 million, $(7) million, $164~~$(70) million and ~~$(60)~~$44 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Investment gains and losses reclassified from AOCI to net income (loss) primarily consist of realized gains (losses) on sales and credit losses of AFS securities and are included in total investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to net 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 compensation and benefits in the consolidated statements of income (loss). Amounts presented in the table above are net of tax.

~~Permitted Statutory Accounting Practices~~

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. The permitted practice was amended to also permit Equitable Financial to adopt SSAP 108 prospectively as of July 1, 2021. 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 special surplus funds and an increase of $1.6 billion in statutory net income as of September 30, 2021 and for the nine-month period then ended, which will be amortized over 5 years for each of the retrospective and prospective components. The permitted practice also resets Equitable Financial’s unassigned surplus to zero 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~~

~~12)~~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 March 31,
		2021		2020		2021		2020				2022		2021
		(in millions)									(in millions)
Balance, beginning of period	Balance, beginning of period	$	42	$	87	$	143	$	365	Balance, beginning of period		$	468	$	143
Net earnings (loss) attributable to redeemable noncontrolling interests	Net earnings (loss) attributable to redeemable noncontrolling interests	—		1		4		(4)		Net earnings (loss) attributable to redeemable noncontrolling interests		(27)		—
Purchase/change of redeemable noncontrolling interests	Purchase/change of redeemable noncontrolling interests	101		7		(4)		(266)		Purchase/change of redeemable noncontrolling interests		(55)		(6)
Balance, end of period	Balance, end of period	$	143	$	95	$	143	$	95	Balance, end of period		$	386	$	137

~~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.

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.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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 ~~September 30, 2021,~~March 31, 2022, 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 ~~$150~~$250 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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~~EQUITABLE HOLDINGS, INC.~~

~~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 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 2015, the case was transferred to 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 strike, which sought dismissal of the complaint, and in September 2019, Plaintiff filed an Amended Class Action Complaint. Equitable Financial filed renewed motions to strike and to dismiss and for an entry of judgment in October 2019. In August 2020, the court granted Equitable Financial’s motion for entry of judgment. Plaintiff filed a notice of ~~appeal.~~appeal and in February 2022, the Connecticut Appellate Court reversed the Superior Court’s entry of judgement. In April 2022, the Connecticut Supreme Court granted Equitable Financial’s petition to review the decision of the Connecticut Appellate Court. We are vigorously defending this matter.

In February 2016, a lawsuit was filed in 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 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 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 the District of Arizona in 2017 and consolidated with the Brach ~~matter.~~matter in federal court in New York. The consolidated amended class action complaint alleges the following claims: breach of contract; misrepresentations 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 certifying nationwide breach of contract and Section 4226 classes, and a New York State Section 349 class. Owners of a substantial number of policies opted out of the Brach class action. Most opt-out policies are not yet the subject of litigation. Others filed suit previously including 5 federal actions that have been coordinated with the Brach action and contain similar allegations along with additional allegations for violations of state consumer protection statutes and common law fraud. In March 2022, the federal district court issued a summary judgment decision, denying in significant part but granting in part Equitable Financial’s motion and denying the motion filed by plaintiffs in the coordinated actions. Equitable Financial has commenced settlement discussions with the Brach class action plaintiffs ~~through a non-binding mediation process.~~and plaintiffs in the coordinated actions. 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~~those settlement discussions. Equitable Financial has settled actual and ~~are not participating in that mediation process. Most have not yet filed suit. Others filed suit previously. They include 5 other federal actions~~threatened litigations challenging the COI ~~rate~~ increase by individual policyowners and one entity 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~~invested in numerous policies purchased in the ~~Brach action as well as additional allegations for violations of various states’ consumer protection statutes and common law fraud.~~life settlement market. NaN actions are also pending against Equitable Financial in New York state court. Equitable Financial is vigorously defending each of these 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. For example, among other matters, the Company has been

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

cooperating with the U.S. Securities and Exchange Commission (the “SEC”) concerning the SEC’s investigation into the Company’s non-ERISA K-12 403(b) and 457 sales and disclosure ~~practices.~~practices.The Company has reached an agreement in principle, subject to agreement on documentation and approval by the SEC, to resolve that investigation, including the allegation that daily separate account and portfolio operating expenses disclosed in customer prospectuses and incorporated in the calculation of net investment portfolio results in quarterly account statements were not properly presented or referenced in those account statements. If approved, under the settlement, the Company would neither admit nor deny the allegations, prospectively modify the relevant account statements and cross-reference the relevant prospectus disclosures, and pay a civil monetary penalty of $50 million, to be distributed to plan participants. The Company has fully accrued for the cost of the settlement.

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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~~EQUITABLE HOLDINGS, INC.~~

~~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~~these 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 (“FHLB”)

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 ~~$318~~$286 million and pledged collateral with a carrying value of $~~10.4~~9.9 billion as of ~~September 30, 2021.~~March 31, 2022.

Funding agreements are reported in 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 4.4 of the Notes to these Consolidated Financial Statements. The table below summarizes the Company’s activity of funding agreements with the FHLB.

Change in FHLB Funding Agreements during the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022

Outstanding Balance at December 31, 2020 Issued During the Period Repaid During the Period Long-term Agreements Maturing Within One Year Long-term Agreements Maturing Within Five Years Outstanding Balance at September 30, 2021
(in millions)
Short-term funding agreements:
Due in one year or less $ 5,634 $ 46,301 $ 46,389 $ 322 $ — $ 5,868
Long-term funding agreements:
Due in years two through five 722 — — (322) 409 809
Due in more than five years 534 — — — (409) 125
Total long-term funding agreements 1,256 — — (322) — 934
Total funding agreements (1) $ 6,890 $ 46,301 $ 46,389 $ — $ — $ 6,802


	Outstanding Balance at December 31, 2021		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Outstanding Balance at March 31, 2022
	(in millions)
Short-term funding agreements:
Due in one year or less	$	5,353	$	13,688	$	14,435	$	—	$	—	$	4,606

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


Long-term funding agreements:
Due in years two through five	1,290		13		—		—		—		1,303
Due in more than five years	—		175		—		—		—		175
Total long-term funding agreements	1,290		188		—		—		—		1,478
Total funding agreements (1)	$	6,643	$	13,876	$	14,435	$	—	$	—	$	6,084

_____________

(1)The $5$4 million and $7$4 million difference between the funding agreements carrying value shown in fair value table for ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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”~~Notes”). The funding agreements have matching interest, maturity and currency payment terms to the applicable Trust ~~notes.~~Notes. The Company hedges the foreign currency exposure of foreign currency denominated funding agreements using cross currency swaps as discussed in Note 4.4 of the Notes to these Consolidated Financial Statements. As of May 2021, the maximum aggregate principal amount of Trust ~~notes~~Notes permitted to be outstanding at any one time is $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. Foreign currency transaction adjustments to policyholder’s account balances are recognized in net income (loss) as an adjustment to interest credited to policyholders’ account balances and are offset in interest credited to

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~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

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.

Change in FABN Funding Agreements during the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022


		Outstanding Balance at December 31, 2020		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Foreign Currency Transaction Adjustment		Outstanding Balance at September 30, 2021			Outstanding Balance at December 31, 2021		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Foreign Currency Transaction Adjustment		Outstanding Balance at March 31, 2022
		(in millions)															(in millions)
Short-term funding agreements:	Short-term funding agreements:															Short-term funding agreements:
Due in one year or less	Due in one year or less	$	—	$	—	$	—	$	—	$	—	$	—	$	—	Due in one year or less	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Long-term funding agreements:	Long-term funding agreements:															Long-term funding agreements:
Due in years two through five	Due in years two through five	1,150		2,450		—		—		—		—		3,600		Due in years two through five	4,600		—		—		—		—		—		4,600
Due in more than five years	Due in more than five years	800		1,359		—		—		—		(30)		2,129		Due in more than five years	2,119		—		—		—		—		(16)		2,103
Total long-term funding agreements	Total long-term funding agreements	1,950		3,809		—		—		—		(30)		5,729		Total long-term funding agreements	6,719		—		—		—		—		(16)		6,703
Total funding agreements (1)	Total funding agreements (1)	$	1,950	$	3,809	$	—	$	—	$	—	$	(30)	$	5,729	Total funding agreements (1)	$	6,719	$	—	$	—	$	—	$	—	$	(16)	$	6,703

_____________

(1)The ~~$27~~$31 million and ~~$11~~$70 million difference between the funding agreements notional value shown and carrying value table as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, reflects the remaining amortization of the issuance cost of the funding agreements and the foreign currency transaction adjustment.

~~Credit Facilities~~

Holdings Revolving Credit Facility

In February 2018, Holdings entered into a $2.5 billion five-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 to support the life insurance business reinsured by EQ AZ Life Re. As of ~~September 30, 2021,~~March 31, 2022, the Company had ~~$145 million of~~no undrawn letters of credit issued out of the $1.5 billion sub-limit for Equitable Financial as beneficiary.

Bilateral Letter of Credit Facilities

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In February 2018, the Company entered into bilateral letter of credit facilities, 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 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. These facilities support the life insurance business reinsured by EQ AZ Life Re. The HSBC facility matures on February 16, 2024 and the rest of the facilities mature on February 16, 2026.

Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates and others. As of ~~September 30, 2021,~~March 31, 2022, these arrangements include commitments by the Company to provide equity financing of ~~$1.4~~$1.3 billion ~~(including $221 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 ~~September 30, 2021.~~March 31, 2022. The Company had ~~$714~~$914 million of commitments under existing mortgage loan agreements as of ~~September 30, 2021.~~March 31, 2022.

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 under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent

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~~EQUITABLE HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements (Unaudited), Continued~~

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.

13) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

Prescribed and Permitted Accounting Practices

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. The permitted practice was amended to also permit Equitable Financial to adopt SSAP 108 prospectively as of July 1, 2021 and to consider the impact of both the interest rate derivatives and the general account assets used to fully hedge the interest rate risk inherent in it variable annuity guarantees when determining the amount of the deferred asset or liability under SSAP 108. 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 $1.0 billion in statutory special surplus funds and a decrease of $373 million in statutory net income as of and for the three months ended March 31, 2022, which will be amortized over 5 years for each of the retrospective and prospective components. The permitted practice also reset Equitable Financial’s unassigned surplus to zero as of June 30, 2021 to reflect the transformative nature of the Venerable Transaction.

14) 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.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

•The Protection Solutions segment includes our life insurance and group employee benefits businesses. Our life insurance business offers a variety of VUL, 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 operating 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 net 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, including 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; and (iv) DAC amortization for the SCS variable annuity product arising from near-term fluctuations in index segment returns;

•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 primarily include restructuring costs related to severance and separation, COVID-19 related impacts, 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~~ certain legal accruals; and a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies; 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.

In the first quarter 2022, the Company updated its Operating earnings measure to exclude the DAC amortization impact of near-term fluctuations in indexed segment returns of $20 million on the SCS variable annuity product to reflect the impact of market fluctuations consistently with the long term duration of the product. Operating earnings was favorably impacted by this change in the current period. The presentation of Operating earnings in prior periods was not revised to reflect this modification, however, the Company estimated that had the treatment in the Company’s Operating earnings measure of the Amortization of DAC for SCS been modified in 2020, the pre-tax impact on Operating earnings of excluding the SCS-related DAC amortization from Operating earnings would have been a decrease of $4 million, $16 million and $34 million for the quarter ended March 31, 2021 and years ended December 31, 2021 and 2020, respectively.

The General Account investment portfolio is used to support the insurance and annuity liabilities of our Individual Retirement, Group Retirement and Protection Solutions businesses segments. In the first quarter 2022, the Company changed its methodology for allocating its General Account investment portfolio, which resulted in a change in the asset and net investment income allocation amongst the Company’s business segments. Following this change the segmentation of the general account investments is now more closely aligned with the liability characteristics of the product groups. Management determined that the change in the allocation methodology allows for improved flexibility and infuses an active asset liability management practice into the segmentation process. Additionally, the Company also changed its basis for allocating the spread earned from our FHLB investment borrowing and FABN programs. The spread earned from our FHLB investment borrowing and FABN programs includes the

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

investment income on the assets less interest credited on the funding agreements. The net spread as reflected in net investment income is allocated to the segments based on the percentage of the individual segment insurance liabilities over the combined segments insurance liabilities.

This change in measurement only impacts our segment disclosures, and thus it has no impact on our overall consolidated financial statements. Historical segment operating income (loss), revenues and assets have not been recast in the tables as the impact was immaterial.

Revenues derived from any customer did not exceed 10% of revenues for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

The table below presents operating earnings (loss) by segment and Corporate and Other and a reconciliation to net income (loss) attributable to Holdings for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively:

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
(in millions)
Net income (loss) attributable to Holdings $ 672 $ (779) $ (693) $ 590
Adjustments related to:
Variable annuity product features (1) 172 1,620 3,632 473
Investment (gains) losses (164) (17) (767) (190)
Net actuarial (gains) losses related to pension and other postretirement benefit obligations 27 31 87 86
Other adjustments (2) (3) (4) (5) 141 66 672 836
Income tax expense (benefit) related to above adjustments (6) (35) (357) (761) (253)
Non-recurring tax items 5 4 6 12
Non-GAAP operating earnings $ 818 $ 568 $ 2,176 $ 1,554
Operating earnings (loss) by segment:
Individual Retirement $ 316 $ 371 $ 1,093 $ 1,094
Group Retirement $ 192 $ 129 $ 514 $ 325
Investment Management and Research $ 134 $ 104 $ 381 $ 291
Protection Solutions $ 160 $ 51 $ 264 $ 88
Corporate and Other (7) $ 16 $ (87) $ (76) $ (244)


	Three Months Ended March 31,
		2022		2021
		(in millions)
Net income (loss) attributable to Holdings		$	573	$	(1,488)
Adjustments related to:
Variable annuity product features		(601)		2,267
Investment (gains) losses		326		(183)
Net actuarial (gains) losses related to pension and other postretirement benefit obligations		19		34
Other adjustments (1) (2) (3)		220		524
Income tax expense (benefit) related to above adjustments		8		(555)
Non-recurring tax items		3		1
Non-GAAP Operating Earnings		$	548	$	600

Operating earnings (loss) by segment:
Individual Retirement		$	293	$	363
Group Retirement		$	150	$	151
Investment Management and Research		$	136	$	121
Protection Solutions		$	35	$	41
Corporate and Other (4)		$	(66)	$	(76)

______________

(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~~ ~~nine months ended September 30, 2020~~.

~~(2)Includes COVID-19 impact on other adjustments due to a first quarter 2020 assumption update of $1.0 billion and other COVID-19 related impacts of $86 million for the~~ ~~nine months ended September 30, 2020~~.

~~(3)Include~~ separation costs of ~~$25 million, $37 million, $62 million and $108~~$21 million for the three ~~and nine~~ months ended ~~September 30, 2021 and 2020, respectively.~~March 31, 2021. Separation costs were completed during 2021.

~~(4)~~(2)Includes certain legal accruals related to the COI litigation of $59 million and $180 million for the ~~nine~~three months ended ~~September 30, 2021. No adjustments were made~~March 31, 2022 and 2021.Includes policyholder benefit costs of $75 million for the three months ended March 31, 2022 stemming from a deal to ~~prior period operating earnings as~~repurchase UL policies from one entity that had invested in numerous policies purchased in the ~~impact was immaterial.~~life settlement market.

~~(5)~~(3)Includes Non-GMxB related derivative hedge gains and losses of ~~$(4) million, $10 million, $140~~$(2) million and ~~$(461)~~$244 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

~~(6)Includes income taxes of $554 million for the above COVID-19 items for the~~ ~~nine months ended September 30, 2020~~.

~~(7)~~(4)Includes interest expense and financing fees of ~~$65 million, $56 million, $180~~$53 million and ~~$164~~$58 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 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 from certain items including consolidated VIE investments, seed capital mark-to-market adjustments and unrealized gain/losses associated with equity securities.

7158

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The table below presents segment revenues for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020					2022		2021
		(in millions)										(in millions)
Segment revenues:	Segment revenues:									Segment revenues:
Individual Retirement (1)	Individual Retirement (1)	$	998	$	1,079	$	2,957	$	3,352	Individual Retirement (1)			$	1,022	$	980
Group Retirement (1)	Group Retirement (1)	343		301		1,018		829		Group Retirement (1)			334		329
Investment Management and Research (2)	Investment Management and Research (2)	1,093		899		3,169		2,650		Investment Management and Research (2)			1,135		1,004
Protection Solutions (1)	Protection Solutions (1)	838		751		2,496		2,344		Protection Solutions (1)			851		826
Corporate and Other (1)	Corporate and Other (1)	479		300		1,199		881		Corporate and Other (1)			374		334
Adjustments related to:	Adjustments related to:									Adjustments related to:
Variable annuity product features	Variable annuity product features	(256)		(1,512)		(3,750)		1,160		Variable annuity product features			631		(2,282)
Investment gains (losses), net	Investment gains (losses), net	164		17		767		190		Investment gains (losses), net			(326)		183
Other adjustments to segment revenues ~~(3)~~	Other adjustments to segment revenues ~~(3)~~	(44)		5		(138)		493		Other adjustments to segment revenues ~~(3)~~			(77)		(221)
Total revenues	Total revenues	$	3,615	$	1,840	$	7,718	$	11,899	Total revenues			$	3,944	$	1,153


Delaware						90-0226248
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets, ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	4
	Consolidated Statements of Income (Loss), Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Loss), Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	6
	Consolidated Statements of Equity, Three ~~and~~ Ni ne Months Ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	87
	Consolidated Statements of Cash Flows, ~~Nine~~Three Months Ended ~~September~~ ~~30,~~March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	98
	Notes to Consolidated Financial Statements (Unaudited):
	Note 1 - Organization	1110
	Note 2 - Significant Accounting Policies	1211
	Note 3 - Investments	1914
	Note 4 - Derivatives	3124

	Note 5 - Closed Block	3830
	Note 6 - Insurance Liabilities	40
	~~Note 7 - Reinsurance~~	43
	~~Note 8 - Fair Value Disclosures~~	46
	~~Note 9 - Employee Benefit Plans~~	62
	~~Note 10 - Income Taxes~~	6332

	Note 117 - ~~Equity~~Fair Value Disclosures	6334
	Note 128 - ~~Redeemable Noncontrolling Interest~~Employee Benefit Plans	6649
	Note 139 - ~~Commitments and Contingent Liabilities~~Income Taxes	66
	~~Note 14 - Business Segment Information~~	70
	~~Note 15 - Earnings per Common Share~~	72
	~~Note 16 - Held-For-Sale~~	7350

	Note 1710 - Equity	50
	Note 11 - Redeemable Noncontrolling Interest	52
	Note 12 - Commitments and Contingent Liabilities	52
	Note 13 - Insurance Group Statutory Financial Information	56
	Note 1 4 - Business Segment Information	56
	Note 1 5 - Earnings per Common Share	59


	Note 1 6 - Subsequent Events	7460
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7561
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~119~~93
Item 4.	Controls and Procedures	~~120~~94

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	~~121~~95
Item 1A.	Risk Factors	~~121~~95
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~121~~95
Item 3.	Defaults Upon Senior Securities	~~121~~95
Item 4.	Mine Safety Disclosures	~~121~~95
Item 5.	Other Information	~~122~~95
Item 6.	Exhibits	~~123~~96

Signatures		~~129~~102


		September 30,		December 31,
		2021		2020			March 31, 2022		December 31, 2021
		(in millions, except share data)					(in millions, except share data)
ASSETS	ASSETS					ASSETS
Investments:	Investments:					Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $72,195 and $72,867) (allowance for credit losses of $27 and $13)		$	76,968	$	81,638
Fixed maturities available-for-sale, at fair value (amortized cost of $73,694 and $73,429) (allowance for credit losses of $21 and $22)						Fixed maturities available-for-sale, at fair value (amortized cost of $73,694 and $73,429) (allowance for credit losses of $21 and $22)	$	72,386	$	78,216
Fixed maturities, at fair value using the fair value option (1)	Fixed maturities, at fair value using the fair value option (1)	1,334		389		Fixed maturities, at fair value using the fair value option (1)	1,627		1,641
Mortgage loans on real estate (net of allowance for credit losses of $64 and $81)		13,448		13,159
Mortgage loans on real estate (net of allowance for credit losses of $53 and $62) (1)						Mortgage loans on real estate (net of allowance for credit losses of $53 and $62) (1)	14,452		14,033

Policy loans	Policy loans	4,027		4,118		Policy loans	4,010		4,024
Other equity investments (1)	Other equity investments (1)	2,986		1,502		Other equity investments (1)	3,087		2,975
Trading securities, at fair value	Trading securities, at fair value	584		5,553		Trading securities, at fair value	589		631
Other invested assets (1)	Other invested assets (1)	2,660		2,728		Other invested assets (1)	2,625		3,591
Total investments	Total investments	102,007		109,087		Total investments	98,776		105,111
Cash and cash equivalents (1)	Cash and cash equivalents (1)	5,255		6,179		Cash and cash equivalents (1)	5,713		5,188
Cash and securities segregated, at fair value	Cash and securities segregated, at fair value	909		1,753		Cash and securities segregated, at fair value	1,693		1,504
Broker-dealer related receivables	Broker-dealer related receivables	2,639		2,223		Broker-dealer related receivables	2,744		2,599
Deferred policy acquisition costs	Deferred policy acquisition costs	5,366		4,243		Deferred policy acquisition costs	6,592		5,491
Goodwill and other intangible assets, net	Goodwill and other intangible assets, net	4,734		4,737		Goodwill and other intangible assets, net	4,723		4,728
Amounts due from reinsurers (allowance for credit losses of $5 and $5) (fair value of $5,869 and $—) (3)		14,801		4,566
Amounts due from reinsurers (allowance for credit losses of $5 and $5) (includes amounts accounted for at fair value of $5,056 and $5,813) (3)						Amounts due from reinsurers (allowance for credit losses of $5 and $5) (includes amounts accounted for at fair value of $5,056 and $5,813) (3)	14,060		14,679

GMIB reinsurance contract asset, at fair value	GMIB reinsurance contract asset, at fair value	1,937		2,488		GMIB reinsurance contract asset, at fair value	1,582		1,848
Current and deferred income taxes	Current and deferred income taxes	293		—		Current and deferred income taxes	1,111		195
Other assets (1)	Other assets (1)	4,545		3,701		Other assets (1)	3,852		3,613
Assets held-for-sale		—		470

Separate Accounts assets	Separate Accounts assets	142,093		135,950		Separate Accounts assets	136,812		147,306
Total Assets	Total Assets	$	284,579	$	275,397	Total Assets	$	277,658	$	292,262
LIABILITIES	LIABILITIES					LIABILITIES
Policyholders’ account balances	Policyholders’ account balances	$	75,909	$	66,820	Policyholders’ account balances	$	79,549	$	79,357
Future policy benefits and other policyholders' liabilities	Future policy benefits and other policyholders' liabilities	37,184		39,881		Future policy benefits and other policyholders' liabilities	35,165		36,717
Broker-dealer related payables	Broker-dealer related payables	1,087		1,443		Broker-dealer related payables	1,992		1,283

Customer related payables	Customer related payables	3,153		3,417		Customer related payables	3,684		3,600
Amounts due to reinsurers	Amounts due to reinsurers	1,466		1,381		Amounts due to reinsurers	1,331		1,381
Short-term and long-term debt	Short-term and long-term debt	3,839		4,115		Short-term and long-term debt	4,044		3,931

Current and deferred income taxes		—		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)	1,190		313		Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)	1,182		1,191
Other liabilities (1)	Other liabilities (1)	5,343		3,686		Other liabilities (1)	4,030		3,933
Liabilities held-for-sale		—		322

Separate Accounts liabilities	Separate Accounts liabilities	142,093		135,950		Separate Accounts liabilities	136,812		147,306
Total Liabilities	Total Liabilities	$	271,264	$	258,077	Total Liabilities	$	267,789	$	278,699
Redeemable noncontrolling interest (1) (2)	Redeemable noncontrolling interest (1) (2)	$	143	$	143	Redeemable noncontrolling interest (1) (2)	$	386	$	468
Commitments and contingent liabilities (Note 13)		0		0
Commitments and contingent liabilities (Note 12)						Commitments and contingent liabilities (Note 12)	0		0
EQUITY	EQUITY					EQUITY
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 preference	Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference	$	1,562	$	1,269	Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference	$	1,562	$	1,562
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 524,946,690 and 552,896,328 shares issued, respectively; 404,746,936 and 440,776,011 shares outstanding, respectively		5		5
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 520,234,471 and 520,918,331 shares issued, respectively; 384,314,304 and 391,290,224 shares outstanding, respectively						Common stock, $0.01 par value, 2,000,000,000 shares authorized; 520,234,471 and 520,918,331 shares issued, respectively; 384,314,304 and 391,290,224 shares outstanding, respectively	4		4
Additional paid-in capital	Additional paid-in capital	1,917		1,985		Additional paid-in capital	1,933		1,919
Treasury stock, at cost, 120,199,754 and 112,120,317 shares, respectively		(2,537)		(2,245)
Treasury stock, at cost, 135,920,167 and 129,628,107 shares, respectively						Treasury stock, at cost, 135,920,167 and 129,628,107 shares, respectively	(3,070)		(2,850)
Retained earnings	Retained earnings	8,857		10,699		Retained earnings	9,312		8,880
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	1,876		3,863		Accumulated other comprehensive income (loss)	(1,787)		2,004
Total equity attributable to Holdings	Total equity attributable to Holdings	11,680		15,576		Total equity attributable to Holdings	7,954		11,519
Noncontrolling interest	Noncontrolling interest	1,492		1,601		Noncontrolling interest	1,529		1,576
Total Equity	Total Equity	13,172		17,177		Total Equity	9,483		13,095
Total Liabilities, Redeemable Noncontrolling Interest and Equity	Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	284,579	$	275,397	Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	277,658	$	292,262


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020					2022		2021
		(in millions, except per share data)										(in millions, except per share data)
REVENUES	REVENUES									REVENUES
Policy charges and fee income	Policy charges and fee income	$	867	$	914	$	2,755	$	2,787	Policy charges and fee income			$	840	$	949
Premiums	Premiums	230		221		729		754		Premiums			247		258
Net derivative gains (losses)	Net derivative gains (losses)	(185)		(1,472)		(3,930)		1,890		Net derivative gains (losses)			821		(2,546)
Net investment income (loss)	Net investment income (loss)	997		879		2,914		2,530		Net investment income (loss)			804		884
Investment gains (losses), net:	Investment gains (losses), net:									Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans	Credit losses on available-for-sale debt securities and loans	(2)		(4)		4		(47)		Credit losses on available-for-sale debt securities and loans			10		1
Other investment gains (losses), net	Other investment gains (losses), net	165		21		763		237		Other investment gains (losses), net			(336)		183
Total investment gains (losses), net	Total investment gains (losses), net	163		17		767		190		Total investment gains (losses), net			(326)		184
Investment management and service fees	Investment management and service fees	1,323		1,126		3,898		3,314		Investment management and service fees			1,355		1,257
Other income	Other income	220		155		585		434		Other income			203		167
Total revenues	Total revenues	3,615		1,840		7,718		11,899		Total revenues			3,944		1,153

BENEFITS AND OTHER DEDUCTIONS	BENEFITS AND OTHER DEDUCTIONS									BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	Policyholders’ benefits	751		1,034		2,518		4,546		Policyholders’ benefits			1,060		939
Interest credited to policyholders’ account balances	Interest credited to policyholders’ account balances	305		306		905		930		Interest credited to policyholders’ account balances			315		291
Compensation and benefits	Compensation and benefits	614		503		1,762		1,498		Compensation and benefits			595		580
Commissions and distribution-related payments	Commissions and distribution-related payments	436		342		1,215		982		Commissions and distribution-related payments			422		382
Interest expense	Interest expense	59		52		184		152		Interest expense			47		74
Amortization of deferred policy acquisition costs	Amortization of deferred policy acquisition costs	64		90		257		1,555		Amortization of deferred policy acquisition costs			181		87
Other operating costs and expenses	Other operating costs and expenses	456		436		1,511		1,308		Other operating costs and expenses			537		608
Total benefits and other deductions	Total benefits and other deductions	2,685		2,763		8,352		10,971		Total benefits and other deductions			3,157		2,961
Income (loss) from continuing operations, before income taxes	Income (loss) from continuing operations, before income taxes	930		(923)		(634)		928		Income (loss) from continuing operations, before income taxes			787		(1,808)
Income tax (expense) benefit	Income tax (expense) benefit	(165)		218		222		(141)		Income tax (expense) benefit			(148)		408
Net income (loss)	Net income (loss)	765		(705)		(412)		787		Net income (loss)			639		(1,400)
Less: Net income (loss) attributable to the noncontrolling interest	Less: Net income (loss) attributable to the noncontrolling interest	93		74		281		197		Less: Net income (loss) attributable to the noncontrolling interest			66		88
Net income (loss) attributable to Holdings	Net income (loss) attributable to Holdings	672		(779)		(693)		590		Net income (loss) attributable to Holdings			$	573	$	(1,488)
Less: Preferred stock dividends	Less: Preferred stock dividends	14		11		53		34		Less: Preferred stock dividends			14		13
Net income (loss) available to Holdings’ common shareholders	Net income (loss) available to Holdings’ common shareholders	$	658	$	(790)	$	(746)	$	556	Net income (loss) available to Holdings’ common shareholders			$	559	$	(1,501)

EARNINGS PER COMMON SHARE	EARNINGS PER COMMON SHARE									EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:	Net income (loss) applicable to Holdings’ common shareholders per common share:									Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic	Basic	$	1.60	$	(1.77)	$	(1.76)	$	1.23	Basic			$	1.44	$	(3.46)
Diluted	Diluted	$	1.59	$	(1.77)	$	(1.76)	$	1.22	Diluted			$	1.43	$	(3.46)
Weighted average common shares outstanding (in millions):	Weighted average common shares outstanding (in millions):									Weighted average common shares outstanding (in millions):
Basic	Basic	411.3		447.5		423.2		453.0		Basic			388.6		434.2
Diluted	Diluted	414.6		447.5		423.2		454.1		Diluted			391.7		434.2


		Nine Months Ended September 30,				Three Months Ended March 31,
		2021		2020				2022		2021
		(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)	$	(412)	$	787		Net income (loss)	$	639	$	(1,400)
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 balances	Interest credited to policyholders’ account balances	905		930			Interest credited to policyholders’ account balances	315		291
Policy charges and fee income	Policy charges and fee income	(2,755)		(2,787)			Policy charges and fee income	(840)		(949)
Net derivative (gains) losses	Net derivative (gains) losses	3,930		(1,890)			Net derivative (gains) losses	(821)		2,546
Credit losses on AFS debt securities and loans	Credit losses on AFS debt securities and loans	(4)		47			Credit losses on AFS debt securities and loans	(10)		(1)
Investment (gains) losses, net	Investment (gains) losses, net	(761)		(287)			Investment (gains) losses, net	336		(182)
(Gains) losses on businesses HFS	(Gains) losses on businesses HFS	(2)		50			(Gains) losses on businesses HFS	—		(1)
Realized and unrealized (gains) losses on trading securities	Realized and unrealized (gains) losses on trading securities	48		(133)			Realized and unrealized (gains) losses on trading securities	92		41
Non-cash long term incentive compensation expense	Non-cash long term incentive compensation expense	34		55			Non-cash long term incentive compensation expense	38		41
Non-cash pension plan restructuring		—		—
Amortization and depreciation	Amortization and depreciation	336		1,668			Amortization and depreciation	180		153
Equity (income) loss from limited partnerships	Equity (income) loss from limited partnerships	(431)		14			Equity (income) loss from limited partnerships	(71)		(107)
Changes in:	Changes in:						Changes in:
Net broker-dealer and customer related receivables/payables	Net broker-dealer and customer related receivables/payables	(625)		980			Net broker-dealer and customer related receivables/payables	11		(328)
Reinsurance recoverable (1)		(758)		(316)
Reinsurance recoverable							Reinsurance recoverable	(376)		(79)
Segregated cash and securities, net	Segregated cash and securities, net	845		(774)			Segregated cash and securities, net	(189)		341
Capitalization of deferred policy acquisition costs	Capitalization of deferred policy acquisition costs	(620)		(489)			Capitalization of deferred policy acquisition costs	(209)		(186)
Future policy benefits	Future policy benefits	(107)		1,867			Future policy benefits	180		60
Current and deferred income taxes	Current and deferred income taxes	(516)		237			Current and deferred income taxes	93		(429)
Other, net	Other, net	539		46			Other, net	(98)		175
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	$	(354)	$	5		Net cash provided by (used in) operating activities	$	(730)	$	(14)

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-sale	Fixed maturities, available-for-sale	$	25,911	$	10,422		Fixed maturities, available-for-sale	$	8,651	$	9,257
Fixed maturities, at fair value using the fair value option	Fixed maturities, at fair value using the fair value option	610		—			Fixed maturities, at fair value using the fair value option	252		109
Mortgage loans on real estate	Mortgage loans on real estate	1,417		454			Mortgage loans on real estate	280		245
Trading account securities	Trading account securities	5,115		1,529			Trading account securities	45		799

Real estate joint ventures							Real estate joint ventures	—		—
Short term investments	Short term investments	84		1,434			Short term investments	6		18
Other	Other	1,447		570			Other	167		775
Payment for the purchase/origination of:	Payment for the purchase/origination of:						Payment for the purchase/origination of:
Fixed maturities, available-for-sale	Fixed maturities, available-for-sale	(33,276)		(17,393)			Fixed maturities, available-for-sale	(9,198)		(10,240)
Fixed maturities, at fair value using the fair value option	Fixed maturities, at fair value using the fair value option	(1,564)		—			Fixed maturities, at fair value using the fair value option	(254)		(322)
Mortgage loans on real estate	Mortgage loans on real estate	(1,680)		(1,208)			Mortgage loans on real estate	(688)		(352)
Trading account securities	Trading account securities	(178)		(550)			Trading account securities	(44)		(70)
Short term investments	Short term investments	(14)		(1,100)			Short term investments	(304)		(5)
Other	Other	(2,259)		(702)			Other	569		(1,157)
Cash from the sale of business, net of cash sold		215		164

Cash settlements related to derivative instruments	Cash settlements related to derivative instruments	(6,502)		2,503			Cash settlements related to derivative instruments	230		(2,973)
Repayments of loans to affiliates		—		—

Investment in capitalized software, leasehold improvements and EDP equipment	Investment in capitalized software, leasehold improvements and EDP equipment	(93)		(44)			Investment in capitalized software, leasehold improvements and EDP equipment	1		(23)
Other, net	Other, net	(8)		(47)			Other, net	116		188
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	$	(10,775)	$	(3,968)		Net cash provided by (used in) investing activities	$	(171)	$	(3,751)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended March 31,
	Equity Attributable to Holdings
	Preferred Stock and Additional Paid-In Capital		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Holdings Equity		Non-controlling Interest		Total Equity
	(in millions)
January 1, 2022	$	1,562	$	4	$	1,919	$	(2,850)	$	8,880	$	2,004	$	11,519	$	1,576	$	13,095

Stock compensation	—		—		19		31		—		—		50		19		69
Purchase of treasury stock	—		—		(5)		(273)		—		—		(278)		—		(278)
Reissuance of treasury stock	—		—		—		—		(31)		—		(31)		—		(31)
Retirement of common stock	—		—		—		22		(22)		—		—		—		—
Repurchase of AB Holding units	—		—		—		—		—		—		—		(14)		(14)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(139)		(139)
Dividends on common stock (cash dividends declared per common share of $0.18)	—		—		—		—		(70)		—		(70)		—		(70)
Dividends on preferred stock	—		—		—		—		(14)		—		(14)		—		(14)
Issuance of preferred stock	—		—		—		—		—		—		—		—		—
Net income (loss)	—		—		—		—		573				573		93		666
Other comprehensive income (loss)	—		—		—		—				(3,791)		(3,791)		(4)		(3,795)
Other	—		—		—		—		(4)		—		(4)		(2)		(6)
March 31, 2022	$	1,562	$	4	$	1,933	$	(3,070)	$	9,312	$	(1,787)	$	7,954	$	1,529	$	9,483


January 1, 2021	$	1,269	$	5	$	1,985	$	(2,245)	$	10,699	$	3,863	$	15,576	$	1,601	$	17,177

Stock compensation	—		—		19		45		—		—		64		7		71
Purchase of treasury stock	—		—		(10)		(420)		—		—		(430)		—		(430)
Reissuance of treasury stock	—		—		—		—		(46)		—		(46)		—		(46)
Retirement of common stock	—		—		—		320		(320)		—		—		—		—
Repurchase of AB Holding units	—		—		—		—		—		—		—		(13)		(13)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(108)		(108)
Dividends on common stock (cash dividends declared per common share of $0.17)	—		—		—		—		(74)		—		(74)		—		(74)
Dividends on preferred stock	—		—		—		—		(13)		—		(13)		—		(13)
Issuance of preferred stock	293		—		—		—		—		—		293		—		293
Net income (loss)	—		—		—		—		(1,488)		—		(1,488)		88		(1,400)
Other comprehensive income (loss)	—		—		—		—		—		(3,123)		(3,123)		(3)		(3,126)
Other	—		—		(66)		—		—		—		(66)		3		(63)
March 31, 2021	$	1,562	$	5	$	1,928	$	(2,300)	$	8,758	$	740	$	10,693	$	1,575	$	12,268


July 1, 2020	$	775	$	5	$	1,938	$	(2,047)	$	12,899	$	3,928	$	17,498	$	1,540	$	19,038
Stock compensation	—		—		15		—		—		—		15		3		18
Purchase of treasury stock	—		—		—		(100)		—		—		(100)		—		(100)
Reissuance of treasury stock	—		—		—		—		(1)		—		(1)		—		(1)

Repurchase of AB Holding units	—		—		—		—		—		—		—		(2)		(2)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(68)		(68)
Stockholder dividends (cash dividends declared per common share of $0.17)	—		—		—		—		(76)		—		(76)		—		(76)
Dividends on preferred stock	—		—		—		—		(11)		—		(11)		—		(11)


Net income (loss)	—		—		—		—		(779)		—		(779)		73		(706)
Issuance of preferred stock	494		—		—		—		—		—		494		—		494
Other comprehensive income (loss)	—		—		—		—		—		260		260		6		266
Other	—		—		—		—		—		—		—		—		—
September 30, 2020	$	1,269	$	5	$	1,953	$	(2,147)	$	12,032	$	4,188	$	17,300	$	1,552	$	18,852


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, Current Expected Credit Loss	—		—		—		—		(30)		—		(30)		—		(30)
Stock compensation	—		—		44		15		—		—		59		8		67
Purchase of treasury stock	—		—		—		(330)		—		—		(330)		—		(330)
Reissuance of treasury stock	—		—		—		—		(16)		—		(16)		—		(16)

Repurchase of AB Holding units	—		—		(31)		—		—		—		(31)		(19)		(50)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(230)		(230)
Dividends on common stock (cash dividends declared per common share of $0.49)	—		—		—		—		(222)		—		(222)		—		(222)
Dividends on preferred stock	—		—		—		—		(34)		—		(34)		—		(34)
Issuance of preferred stock	494		—		—		—		—		—		494		—		494
Net income (loss)	—		—		—		—		590		—		590		201		791
Other comprehensive income (loss)	—		—		—		—		—		3,344		3,344		1		3,345
Other	—		—		20		—		—		—		20		—		20
September 30, 2020	$	1,269	$	5	$	1,953	$	(2,147)	$	12,032	$	4,188	$	17,300	$	1,552	$	18,852


		Amortized Cost (Less Allowance for Credit Losses)		Fair Value			Amortized Cost (Less Allowance for Credit Losses)		Fair Value
		(in millions)					(in millions)
September 30, 2021
March 31, 2022						March 31, 2022
Contractual maturities:	Contractual maturities:					Contractual maturities:
Due in one year or less	Due in one year or less	$	1,879	$	1,891	Due in one year or less	$	1,105	$	1,102
Due in years two through five	Due in years two through five	17,877		18,716		Due in years two through five	15,453		15,348
Due in years six through ten	Due in years six through ten	17,641		18,805		Due in years six through ten	18,663		18,257
Due after ten years	Due after ten years	27,211		29,933		Due after ten years	27,100		26,602
Subtotal	Subtotal	64,608		69,345		Subtotal	62,321		61,309
Residential mortgage-backed	Residential mortgage-backed	97		106		Residential mortgage-backed	84		88
Asset-backed	Asset-backed	5,559		5,584		Asset-backed	7,528		7,424
Commercial mortgage-backed	Commercial mortgage-backed	1,863		1,879		Commercial mortgage-backed	3,700		3,517
Redeemable preferred stock	Redeemable preferred stock	41		54		Redeemable preferred stock	40		48
Total at September 30, 2021		$	72,168	$	76,968
Total at March 31, 2022						Total at March 31, 2022	$	73,673	$	72,386


	Net Unrealized Gains (Losses) on Investments		DAC		Policyholders’ Liabilities		Deferred Income Tax Asset (Liability)		AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(in millions)
Balance, July 1, 2021	$	5,361	$	(1,165)	$	(414)	$	(794)	$	2,988
Net investment gains (losses) arising during the period	(395)		—		—		—		(395)
Reclassification adjustment:
Included in Net income (loss)	(165)		—		—		—		(165)
Excluded from Net income (loss)	—		—		—		—		—
Other (1)	—		—		—		—		—
Impact of net unrealized investment gains (losses)	—		377		33		31		441


Net unrealized investment gains (losses) excluding credit losses	9,078		(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


	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
September 30, 2021
Fixed Maturities:
Corporate	$	8,383	$	155	$	516	$	27	$	8,899	$	182
U.S. Treasury, government and agency	1,465		24		—		—		1,465		24
States and political subdivisions	104		2		7		1		111		3
Foreign governments	380		11		42		6		422		17

Asset-backed	818		3		20		—		838		3
Commercial mortgage-backed	891		12		2		—		893		12

Total at September 30, 2021	$	12,041	$	207	$	587	$	34	$	12,628	$	241

December 31, 2020: (1)
Fixed Maturities:
Corporate	$	2,990	$	53	$	337	$	33	$	3,327	$	86
U.S. Treasury, government and agency	885		5		—		—		885		5

Foreign governments	153		2		21		4		174		6

Asset-backed	809		4		76		1		885		5

Redeemable preferred stock	53		1		11		2		64		3
Total at December 31, 2020	$	4,890	$	65	$	445	$	40	$	5,335	$	105


	September 30, 2021
	Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Total
	(in millions)
Mortgage loans:
Commercial:
0% - 50%	$	—	$	1	$	—	$	184	$	324	$	927	$	1,436
50% - 70%	1,286		1,265		390		619		492		2,853		6,905
70% - 90%	97		320		413		451		275		748		2,304
90% plus	—		—		—		12		5		207		224
Total commercial	$	1,383	$	1,586	$	803	$	1,266	$	1,096	$	4,735	$	10,869

Agricultural:
0% - 50%	$	113	$	215	$	130	$	131	$	133	$	774	$	1,496
50% - 70%	174		270		105		134		88		359		1,130
70% - 90%	—		—		—		—		—		17		17
90% plus	—		—		—		—		—		—		—
Total agricultural	$	287	$	485	$	235	$	265	$	221	$	1,150	$	2,643

Total mortgage loans:
0% - 50%	$	113	$	216	$	130	$	315	$	457	$	1,701	$	2,932
50% - 70%	1,460		1,535		495		753		580		3,212		8,035
70% - 90%	97		320		413		451		275		765		2,321
90% plus	—		—		—		12		5		207		224
Total mortgage loans	$	1,670	$	2,071	$	1,038	$	1,531	$	1,317	$	5,885	$	13,512


	September 30, 2021
	Amortized Cost Basis by Origination Year
	2021		2020		2019		2018		2017		Prior		Total
	(in millions)
Mortgage loans:
Commercial:
Greater than 2.0x	$	705	$	1,276	$	328	$	772	$	408	$	2,211	$	5,700
1.8x to 2.0x	132		136		233		93		269		385		1,248
1.5x to 1.8x	183		115		167		223		166		825		1,679
1.2x to 1.5x	64		59		75		54		253		838		1,343
1.0x to 1.2x	299		—		—		88		—		255		642
Less than 1.0x	—		—		—		36		—		221		257
Total commercial	$	1,383	$	1,586	$	803	$	1,266	$	1,096	$	4,735	$	10,869

Agricultural:
Greater than 2.0x	$	37	$	66	$	25	$	16	$	33	$	217	$	394
1.8x to 2.0x	38		37		26		21		14		74		210


1.5x to 1.8x	50		114		29		28		44		198		463
1.2x to 1.5x	122		180		114		117		73		375		981
1.0x to 1.2x	40		84		32		78		56		247		537
Less than 1.0x	—		4		9		5		1		39		58
Total agricultural	$	287	$	485	$	235	$	265	$	221	$	1,150	$	2,643

Total mortgage loans:
Greater than 2.0x	$	742	$	1,342	$	353	$	788	$	441	$	2,428	$	6,094
1.8x to 2.0x	170		173		259		114		283		459		1,458
1.5x to 1.8x	233		229		196		251		210		1,023		2,142
1.2x to 1.5x	186		239		189		171		326		1,213		2,324
1.0x to 1.2x	339		84		32		166		56		502		1,179
Less than 1.0x	—		4		9		41		1		260		315
Total mortgage loans	$	1,670	$	2,071	$	1,038	$	1,531	$	1,317	$	5,885	$	13,512


	March 31, 2022
	Amortized Cost Basis by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
	(in millions)
50% - 70%	70		196		261		92		96		337		1,052
70% - 90%	1		—		—		—		—		18		19
90% plus	—		—		—		—		—		—		—
Total agricultural	$	118	$	376	$	475	$	214	$	235	$	1,190	$	2,608

Total mortgage loans:
0% - 50%	$	47	$	180	$	214	$	122	$	323	$	2,039	$	2,925
50% - 70%	520		2,111		1,622		510		715		3,503		8,981
70% - 90%	141		243		236		412		414		1,118		2,564
90% plus	—		—		—		—		35		—		35
Total mortgage loans	$	708	$	2,534	$	2,072	$	1,044	$	1,487	$	6,660	$	14,505


	DSC Ratio (2) (3)
LTV Ratio: (1) (3)	Greater than 2.0x		1.8x to 2.0x		1.5x to 1.8x		1.2x to 1.5x		1.0x to 1.2x		Less than 1.0x		Total
	(in millions)
September 30, 2021:
Mortgage loans:
Commercial:
0% - 50%	$	877	$	—	$	390	$	31	$	40	$	98	$	1,436


		Accruing Loans												Non-accruing Loans		Total Loans		Non-accruing Loans with No Allowance		Interest Income on Non-accruing Loans			Accruing Loans												Non-accruing Loans		Total Loans		Non-accruing Loans with No Allowance		Interest Income on Non-accruing Loans
		Past Due								Current		Total											Past Due								Current		Total
		30-59 Days		60-89 Days		90 Days or More		Total															30-59 Days		60-89 Days		90 Days or More		Total
		(in millions)																					(in millions)
September 30, 2021:
March 31, 2022:																						March 31, 2022:
Mortgage loans:	Mortgage loans:																					Mortgage loans:
Commercial	Commercial	$	—	$	—	$	—	$	—	$	10,869	$	10,869	$	—	$	10,869	$	—	$	—	Commercial	$	—	$	—	$	—	$	—	$	11,897	$	11,897	$	—	$	11,897	$	—	$	—
Agricultural	Agricultural	8		3		66		77		2,566		2,643		—		2,643		—		—		Agricultural	9		7		30		46		2,546		2,592		16		2,608		—		—
Total	Total	$	8	$	3	$	66	$	77	$	13,435	$	13,512	$	—	$	13,512	$	—	$	—	Total	$	9	$	7	$	30	$	46	$	14,443	$	14,489	$	16	$	14,505	$	—	$	—

December 31, 2020:
December 31, 2021:																						December 31, 2021:
Mortgage loans:	Mortgage loans:																					Mortgage loans:
Commercial	Commercial	$	162	$	—	$	—	$	162	$	10,346	$	10,508	$	—	$	10,508	$	—	$	—	Commercial	$	—	$	—	$	—	$	—	$	11,451	$	11,451	$	—	$	11,451	$	—	$	—
Agricultural	Agricultural	76		7		29		112		2,620		2,732		—		2,732		—		—		Agricultural	1		1		25		27		2,601		2,628		16		2,644		—		—
Total	Total	$	238	$	7	$	29	$	274	$	12,966	$	13,240	$	—	$	13,240	$	—	$	—	Total	$	1	$	1	$	25	$	27	$	14,052	$	14,079	$	16	$	14,095	$	—	$	—


		Three Months Ended September 30, 2021								Nine Months Ended September 30, 2021									Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
		(in millions)																	(in millions)
		Net Derivatives Gain(Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI		Net Derivatives Gain(Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI			Net Derivatives Gain(Losses) (1)		Interest Credited To Policyholders Account Balances		AOCI			Net Derivatives Gain(Losses) (1)		Interest Credited To Policyholders Account Balances		AOCI
Derivatives: Designated for Hedge accounting
Derivatives: Designated for hedge accounting																		Derivatives: Designated for hedge accounting
Cash Flow Hedges:	Cash Flow Hedges:																	Cash Flow Hedges:

Currency Swaps	Currency Swaps	$	—	$	—	$	(15)	$	8	$	—	$	—	$	(32)	$	8	Currency Swaps	$	(4)	$	(18)	$	13		$	—	$	—	$	—
Interest Swaps	Interest Swaps	(26)		—		—		(9)		(54)		—		—		(42)		Interest Swaps	(14)		—		(20)			(4)		—		(6)
Total: Designated for Hedge accounting		(26)		—		(15)		(1)		(54)		—		(32)		(34)
Derivatives: Not Designated for Hedge accounting
Equity
Total: Designated for hedge accounting																		Total: Designated for hedge accounting	(18)		(18)		(7)			(4)		—		(6)
Derivatives: Not Designated for hedge accounting																		Derivatives: Not Designated for hedge accounting
Equity contracts																		Equity contracts
Futures	Futures	(2)		—		—		—		(451)		—		—		—		Futures	58		—		—			(288)		—		—
Swaps	Swaps	(3)		—		—		—		(2,613)		—		—		—		Swaps	734		—		—			(1,271)		—		—
Options	Options	(169)		—		—		—		2,177		—		—		—		Options	(284)		—		—			1,145		—		—
Interest Rate
Interest Rate contracts																		Interest Rate contracts
Futures	Futures	(93)		—		—		—		(891)		—		—		—		Futures	(512)		—		—			(949)		—		—
Swaps	Swaps	67		—		—		—		(2,375)		—		—		—		Swaps	(149)		—		—			(2,911)		—		—
Swaptions	Swaptions	—		—		—		—		—		—		—		—		Swaptions	—		—		—			—		—		—
Credit
Credit contracts																		Credit contracts
Credit Default Swaps	Credit Default Swaps	—		—		—		—		—		—		—		—		Credit Default Swaps	2		—		—			—		—		—
Currency
Currency contracts																		Currency contracts
Currency Swaps	Currency Swaps	3		—		—		—		3		—		—		—		Currency Swaps	5		—		—			1		—		—
Currency forwards	Currency forwards	1		—		—		—		2		—		—		—		Currency forwards	1		—		—			—		—		—
Other
Other freestanding contracts																		Other freestanding contracts
Margin	Margin	—		—		—		—		—		—		—		—		Margin	—		—		—			—		—		—
Collateral	Collateral	—		—		—		—		—		—		—		—		Collateral	—		—		—			—		—		—
Total: Not Designated for Hedge accounting		(196)		—		—		—		(4,148)		—		—		—
Total: Not designated for hedge accounting																		Total: Not designated for hedge accounting	(145)		—		—			(4,273)		—		—

Embedded Derivatives	Embedded Derivatives																	Embedded Derivatives
Amounts due from reinsurers	Amounts due from reinsurers	344		—		—		—		586		—		—		—		Amounts due from reinsurers	(767)		—		—			—		—		—
GMIB reinsurance contracts	GMIB reinsurance contracts	(84)		—		—		—		(542)		—		—		—		GMIB reinsurance contracts	(260)		—		—			(578)		—		—
GMxB derivative features liability (2)	GMxB derivative features liability (2)	(395)		—		—		—		2,340		—		—		—		GMxB derivative features liability (2)	1,688		—		—			3,408		—		—
SCS, SIO,MSO and IUL indexed features	SCS, SIO,MSO and IUL indexed features	172		—		—		—		(2,157)		—		—		—		SCS, SIO,MSO and IUL indexed features	323		—		—			(1,145)		—		—
Total Embedded		$	37	$	—	$	—	$	—	$	227	$	—	$	—	$	—
Total Embedded Derivatives																		Total Embedded Derivatives	$	984	$	—	$	—		$	1,685	$	—	$	—

Total Derivatives		$	(185)	$	—	$	(15)	$	(1)	$	(3,975)	$	—	$	(32)	$	(34)
Total derivative instruments																		Total derivative instruments	$	821	$	(18)	$	(7)		$	(2,592)	$	—	$	(6)


	Three Months Ended September 30, 2020								Nine Months Ended September 30, 2020
	(in millions)
	Net Derivatives Gain(Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI		Net Derivatives Gain(Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI
Derivatives: Designated for Hedge accounting
Cash Flow Hedges:


Interest Swaps	$	(12)	$	—	$	—	$	(65)	$	(4)	$	—	$	—	$	(64)
Total: Designated for Hedge accounting	(12)		—		—		(65)		(4)		—		—		(64)
Derivatives: Not designated for Hedge accounting
Equity
Futures	(208)		—		—		—		(401)		—		—		—
Swaps	(1,563)		—		—		—		(604)		—		—		—
Options	909		—		—		—		(481)		—		—		—
Interest Rate
Futures	(16)		—		—		—		2,051		—		—		—
Swaps	(59)		—		—		—		3,592		—		—		—
Swaptions	—		—		—		—		9		—		—		—
Credit
Credit Default Swaps	1		—		—		—		2		—		—		—
Currency
Currency Swaps	—		—		—		—		—		—		—		—
Currency forwards	(1)		—		—		—		(3)		—		—		—
Other
Margin	—		—		—		—		—		—		—		—
Collateral	—		—		—		—		—		—		—		—
Total: Not designated for Hedge accounting	(937)		—		—		—		4,165		—		—		—

Embedded Derivatives
Amounts due from reinsurers	—		—		—		—		—		—		—		—
GMIB reinsurance contracts	(102)		—		—		—		737		—		—		—
GMxB derivative features liability	579		—		—		—		(3,421)		—		—		—
SCS, SIO,MSO and IUL indexed features	(1,000)		—		—		—		414		—		—		—
Total Embedded	$	(523)	$	—	$	—	$	—	$	(2,270)	$	—	$	—	$	—

Total Derivatives	$	(1,472)	$	—	$	—	$	(65)	$	1,891	$	—	$	—	$	(64)


	Gross Amount Recognized		Gross Amount Offset in the Balance Sheets		Net Amount Presented in the Balance Sheets		Gross Amount not Offset in the Balance Sheets (3)		Net Amount
	(in millions)
Assets:
Derivative assets (1)	$	10,707	$	9,774	$	933	$	(817)	$	116
Other financial assets	1,727		—		1,727		—		1,727
Other invested assets	$	12,434	$	9,774	$	2,660	$	(817)	$	1,843

Liabilities:
Derivative liabilities (2)	$	10,418	$	9,774	$	644	$	—	$	644
Other financial liabilities	4,699		—		4,699		—		4,699
Other liabilities	$	15,117	$	9,774	$	5,343	$	—	$	5,343


	GMDB						GMIB
	Direct		Assumed		Ceded		Direct		Assumed		Ceded
	(in millions)
Balance, July 1, 2021	$	5,091	$	—	$	(2,262)	$	5,905	$	—	$	(4,168)
Paid guarantee benefits	(103)		—		41		(87)		—		16
Other changes in reserve	(6)		—		2		131		—		89
Impact of the Venerable transaction (1) (2)	—		—		—		—		—		—
Balance, September 30, 2021	$	4,982	$	—	$	(2,219)	$	5,949	$	—	$	(4,063)

Balance, July 1, 2020	$	5,004	$	70	$	(105)	$	6,122	$	232	$	(2,931)
Paid guarantee benefits	(121)		(6)		3		(110)		(9)		21
Other changes in reserve	233		4		10		113		(3)		92
Balance, September 30, 2020	$	5,116	$	68	$	(92)	$	6,125	$	220	$	(2,818)


	Guarantee Type
	Return of Premium			Ratchet			Roll-Up			Combo			Total
	(in millions, except age and interest rate)
Variable annuity contracts with GMDB features
Account Values invested in:
General Account	$	16,395		$	86		$	50		$	156		$	16,687
Separate Accounts	55,562			9,058			3,107			31,437			99,164
Total Account Values	$	71,957		$	9,144		$	3,157		$	31,593		$	115,851

NAR, gross	$	175		$	325		$	1,487		$	18,079		$	20,066
NAR, net of amounts reinsured	$	170		$	292		$	1,057		$	9,363		$	10,882

Average attained age of policyholders (in years)	51.5			69.2			75.6			71.3			55.7
Percentage of policyholders over age 70	11.8		%	51.8		%	73.1		%	57.9		%	20.8		%
Range of contractually specified interest rates	N/A			N/A			3% - 6%			3% - 6.5%			3% - 6.5%

Variable annuity contracts with GMIB features
Account Values invested in:
General Account	$	—		$	—		$	15		$	201		$	216
Separate Accounts	—			—			24,565			33,461			58,026
Total Account Values	$	—		$	—		$	24,580		$	33,662		$	58,242

NAR, gross	$	—		$	—		$	586		$	8,673		$	9,259
NAR, net of amounts reinsured	$	—		$	—		$	188		$	3,539		$	3,727

Average attained age of policyholders (in years)	N/A			N/A			65.2			71.0			68.8
Weighted average years remaining until annuitization	N/A			N/A			5.9			0.6			2.6
Range of contractually specified interest rates	N/A			N/A			3% - 6%			3% - 6.5%			3% - 6.5%


		Direct Liability (1)										Direct Liability (1)
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020					2022		2021
		(in millions)										(in millions)
Beginning balance	Beginning balance	$	1,070	$	948	$	1,022	$	898	Beginning balance			$	1,096	$	1,022
Paid guarantee benefits	Paid guarantee benefits	(24)		(6)		(52)		(32)		Paid guarantee benefits			(8)		(15)
Other changes in reserves	Other changes in reserves	38		60		114		136		Other changes in reserves			24		43

Ending balance	Ending balance	$	1,084	$	1,002	$	1,084	$	1,002	Ending balance			$	1,112	$	1,050


	Other Equity Investments (9)		GMIB Reinsurance Contract Asset		Amounts Due from Reinsurers		Separate Accounts Assets		GMxB Derivative Features Liability		Contingent Payment Arrangement

Balance, July 1, 2021	$	103	$	2,026	$	5,510	$	1	$	(8,455)	$	(38)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	1		—		—		—		—		—
Net derivative gains (losses) (1)	—		(84)		344		—		(395)		—
Total realized and unrealized gains (losses)	1		(84)		344		—		(395)		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	1		11		31		(1)		(108)		1
Sales (3)	(91)		(16)		(16)		—		20		—
Settlements (4)	—		—		—		—		—		—

Activity related to consolidated VIEs/VOEs	1		—		—		—		—		(1)
Transfers into Level 3 (5)	—		—		—		—		—		—
Transfers out of Level 3 (5)	—		—		—		—		—		—
Balance, September 30, 2021	$	15	$	1,937	$	5,869	$	—	$	(8,938)	$	(38)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8)	$	1	$	(84)	$	344	$	—	$	(395)	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8)	$	—	$	—	$	—	$	—	$	—	$	—

Balance, July 1, 2020	$	95	$	2,931	$	—	$	—	$	(12,689)	$	(28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	3		—		—		—		—		—
Net derivative gains (losses)	—		(103)		—		—		579		—
Total realized and unrealized gains (losses)	3		(103)		—		—		579		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	5		11		—		—		(115)		—
Sales (3)	(15)		(21)		—		—		21		—
Settlements (4)	—		—		—		—		—		—
Activity related to consolidated VIEs/VOEs	(2)		—		—		—		—		—
Transfers into Level 3 (5)	—		—		—		—		—		(1)
Transfers out of Level 3 (5)	—		—		—		—		—		—
Balance, September 30, 2020	$	86	$	2,818	$	—	$	—	$	(12,204)	$	(29)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8)	$	1	$	(103)	$	—	$	—	$	579	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8)	$	—	$	—	$	—	$	—	$	—	$	—


	Other Equity Investments (9)		GMIB Reinsurance Contract Asset		Amounts Due from Reinsurers		Separate Accounts Assets		GMxB Derivative Features Liability		Contingent Payment Arrangement

Balance, January 1, 2021	$	84	$	2,488	$	—	$	1	$	(11,131)	$	(28)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	20		—		—		—		—		—
Net derivative gains (losses) (1) (6)	—		(542)		586		—		2,340		—
Total realized and unrealized gains (losses)	20		(542)		586		—		2,340		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	4		32		41		—		(348)		(7)
Sales (3)	(92)		(41)		(17)		—		61		—
Settlements (4)	—		—		—		—		—		—
Other (7)	—		—		5,259		—		—		—
Activity related to consolidated VIEs/VOEs	(1)		—		—		—		—		(3)
Transfers into Level 3 (5)	—		—		0		—		—		—
Transfers out of Level 3 (5)	—		—		—		(1)		140		—
Balance, September 30, 2021	$	15	$	1,937	$	5,869	$	—	$	(8,938)	$	(38)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8)	$	2	$	(542)	$	586	$	—	$	2,340	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8)	$	—	$	—	$	—	$	—	$	—	$	—

Balance, January 1, 2020	$	113	$	2,139	$	—	$	—	$	(8,502)	$	(23)
Realized and unrealized gains (losses), included in Net income (loss) as:
Investment gains (losses), reported in net investment income	(7)		—		—		—		—		—
Net derivative gains (losses)	—		736		—		—		(3,421)		—
Total realized and unrealized gains (losses)	(7)		736		—		—		(3,421)		—
Other comprehensive income (loss)	—		—		—		—		—		—
Purchases (2)	10		33		—		—		(335)		(4)
Sales (3)	(26)		(58)		—		—		54		—
Settlements (4)	—		—		—		—		—		—
Change in estimate	—		(32)		—		—		—		—
Activity related to consolidated VIEs/VOEs	(4)		—		—		—		—		(2)
Transfers into Level 3 (5)	—		—		—		—		—		—
Transfers out of Level 3 (5)	—		—		—		—		—		—
Balance, September 30, 2020	$	86	$	2,818	$	—	$	—	$	(12,204)	$	(29)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (8)	$	(8)	$	736	$	—	$	—	$	(3,421)	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (8)	$	—	$	—	$	—	$	—	$	—	$	—


	Nine Months Ended September 30, (1)
	2021		2020
	(in million)
Impact of assumption updates by segment:
Individual Retirement	$	(47)	$	(28)
Group Retirement	35		(3)
Protection Solutions	20		4
Impact of assumption updates on Corporate and Other	—		(12)
Total impact on pre-tax Non-GAAP Operating Earnings	$	8	$	(39)



	Nine Months Ended September 30, 2020
	COVID-19 Impacts
	Interest Rate Assumption Update		Impacts 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)


	Trailing Twelve Months Ended ~~September 30, 2021~~March 31, 2022
	(in millions)
Net income (loss) available to Holdings’ common shareholders	$	~~(2,003)~~
~~Average equity attributable to Holdings’ common shareholders, excluding AOCI~~	$	~~8,816~~
~~Return on average equity attributable to Holdings’ common shareholders, excluding AOCI~~	~~(22.7)~~		%

~~Non-GAAP operating earnings available to Holdings’ common shareholders~~	$	~~2,852~~1,542
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	~~8,816~~8,140
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI	18.9		%

Non-GAAP Operating Earnings available to Holdings’ common shareholders	$	2,693
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,140
Non-GAAP Operating ROE	~~32.4~~33.1		%


	Trailing Twelve Months Ended September 30, 2021
	Individual Retirement			Group Retirement			Protection Solutions
	(in millions)
Operating earnings	$	1,535		$	680		$	322
Average capital	$	6,304		$	1,132		$	2,150
Non-GAAP Operating ROC	24.4		%	60.0		%	15.0		%


	Trailing Twelve Months Ended March 31, 2022
	(in millions)
Net income (loss) available to Holdings’ common shareholders	$	1,542
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,140
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI	18.9		%

Non-GAAP Operating Earnings available to Holdings’ common shareholders	$	2,693
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,140
Non-GAAP Operating ROE	33.1		%


	Three Months Ended March 31,
		2022		2021 (1)
		(in millions)
Balance as of beginning of period		$	47,809	$	42,756
Gross premiums		1,502		932
Surrenders, withdrawals and benefits		(979)		(968)
Net flows		523		(36)
Investment performance, interest credited and policy charges		(2,297)		1,554
Other		—		—
Balance as of end of period		$	46,035	$	44,274


		Nine Months Ended September 30,								Year Ended December 31			Three Months Ended March 31,								Year Ended December 31
		2021				2020				2020			2022				2021				2021
		Yield		Amount (2)		Yield		Amount (2)		Amount (2)			Yield		Amount (2)		Yield		Amount (2)		Yield		Amount (2)
		(Dollars in millions)											(Dollars in millions)
Fixed Maturities:	Fixed Maturities:											Fixed Maturities:
Income (loss)	Income (loss)	3.41	%	$	1,822	3.49	%	$	1,725	$	2,318	Income (loss)	3.29	%	$	598	3.19	%	$	577	3.40	%	$	2,429
Ending assets	Ending assets			71,216				70,135		71,738		Ending assets			72,866				72,679				72,545
Mortgages:	Mortgages:											Mortgages:
Income (loss)	Income (loss)	4.07	%	407		4.15	%	384		517		Income (loss)	3.89	%	139		4.01	%	132		4.08	%	547
Ending assets	Ending assets			13,448				12,802		13,159		Ending assets			14,452				13,280				14,033
Other Equity Investments: (1) (4)
Other Equity Investments: (1)												Other Equity Investments: (1)
Income (loss)	Income (loss)	22.97	%	433		0.21	%	2		95		Income (loss)	11.02	%	81		19.76	%	107		20.45	%	534
Ending assets	Ending assets			2,903				1,588		1,621		Ending assets			3,006				2,679				2,901
Policy Loans:	Policy Loans:											Policy Loans:
Income (loss)	Income (loss)	5.28	%	161		5.38	%	153		204		Income (loss)	5.74	%	58		5.54	%	57		5.01	%	203
Ending assets	Ending assets			4,027				4,123		4,118		Ending assets			4,010				4,091				4,024
Cash and Short-term Investments:	Cash and Short-term Investments:											Cash and Short-term Investments:
Income (loss)	Income (loss)	(0.05)	%	(1)		0.05	%	2		1		Income (loss)	(0.16)	%	(1)		(0.04)	%	—		(0.13)	%	(2)
Ending assets	Ending assets			1,215				3,931		2,095		Ending assets			2,645				2,919				1,662
Funding agreements:	Funding agreements:											Funding agreements:
Interest expense and other	Interest expense and other			(44)				(61)		(75)		Interest expense and other			(12)				(14)				(56)
Ending assets (liabilities)	Ending assets (liabilities)			(6,807)				(6,848)		(6,897)		Ending assets (liabilities)			(6,088)				(10,223)				(6,447)
Total Invested Assets:	Total Invested Assets:											Total Invested Assets:
Income (loss)	Income (loss)	4.37	%	2,778		3.62	%	2,205		3,060		Income (loss)	3.85	%	863		4.01	%	859		4.28	%	3,655
Ending Assets	Ending Assets			86,002				85,731		85,834		Ending Assets			90,891				85,425				88,518
Short Duration Fixed Maturities:	Short Duration Fixed Maturities:											Short Duration Fixed Maturities:
Income (loss)	Income (loss)	3.38	%	77		3.33	%	140		184		Income (loss)	3.67	%	1		3.13	%	35		4.48	%	78
Ending assets	Ending assets			142				5,448		4,704		Ending assets			137				4,154				142
Total:	Total:											Total:
Investment income (loss)	Investment income (loss)	4.34	%	2,855		3.60	%	2,345		3,244		Investment income (loss)	3.85	%	864		3.97	%	894		4.28	%	3,733
Less: investment fees (3)	Less: investment fees (3)	(0.13)	%	(82)		(0.12)	%	(75)		(107)		Less: investment fees (3)	(0.13)	%	(29)		(0.13)	%	(28)		(0.14)	%	(118)
Investment Income, Net	Investment Income, Net	4.25	%	2,773		3.49	%	2,270		3,137		Investment Income, Net	3.72	%	835		3.84	%	866		4.15	%	3,615
Ending Net Assets	Ending Net Assets			$	86,144			$	91,179	$	90,538	Ending Net Assets			$	91,028			$	89,579			$	88,660


NAIC Designation	Rating Agency Equivalent	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(in millions)
As of September 30, 2021: (2)
1................................	Aaa, Aa, A	$	44,500	$	—	$	3,400	$	124	$	47,776
2................................	Baa	23,931		—		1,600		92		25,439
	Investment grade	68,431		—		5,000		216		73,215
3................................	Ba	1,607		—		31		11		1,627
4................................	B	1,058		20		8		10		1,036
5................................	Caa	78		—		3		1		80
6................................	Ca, C	42		7		—		1		34
	Below investment grade	2,785		27		42		23		2,777
Total Fixed Maturities		$	71,216	$	27	$	5,042	$	239	$	75,992

As of December 31, 2020: (1)
1................................	Aaa, Aa, A	$	44,146	$	—	$	6,227	$	32	$	50,341
2................................	Baa	25,285		—		2,621		26		27,880
	Investment grade	69,431		—		8,848		58		78,221
3................................	Ba	1,436		—		33		19		1,450
4................................	B	769		13		7		28		735
5................................	Caa	92		—		3		5		90
6................................	Ca, C	10		—		—		1		9
	Below investment grade	2,307		13		43		53		2,284
Total Fixed Maturities		$	71,738	$	13	$	8,891	$	111	$	80,505


Owner	Percentage Ownership
EQH and its subsidiaries	~~63.2~~63.0	%
AB Holding	~~36.1~~36.3	%
Unaffiliated holders	0.7	%
Total	100.0	%


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/21 through 7/31/21	7,881,773	$	30.45	7,881,773	$	661,592,672
8/1/21 through 8/31/21	—	$	—	—	$	661,592,672
9/1/21 through 9/30/21	7,710,633	$	28.53	7,710,633	$	461,592,672
Total	15,592,406	$	29.50	15,592,406	$	461,592,672