UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2005 Commission File No. 0-25280
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AXA EQUITABLE LIFE INSURANCE COMPANY
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(Exact name of registrant as specified in its charter)
New York 13-5570651
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas, New York, New York 10104
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(Address of principal executive offices) (Zip Code)
(212) 554-1234
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Registrant's telephone number, including area code
None
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(Former name, former address, and former fiscal year if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No | |
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes | | No |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes | | No |X|
No voting or non-voting common equity of the registrant is held by
non-affiliates of the registrant as of August 15, 2005.
As of August 15, 2005, 2,000,000 shares of the registrant's $1.25 par value
Common Stock were outstanding.
REDUCED DISCLOSURE FORMAT:
Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
of Form 10-Q and is therefore filing this form with the Reduced Disclosure
Format.
Page 1 of 35
AXA EQUITABLE LIFE INSURANCE COMPANY
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2005
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1: Unaudited Consolidated GAAP Financial Statements
o Consolidated Balance Sheets, June 30, 2005 and December 31, 2004............. 3
o Consolidated Statements of Earnings, Three Months and Six Months Ended
June 30, 2005 and 2004..................................................... 4
o Consolidated Statements of Shareholder's Equity, Six Months Ended
June 30, 2005 and 2004..................................................... 5
o Consolidated Statements of Cash Flows, Six Months Ended
June 30, 2005 and 2004..................................................... 6
o Notes to Consolidated Financial Statements................................... 7
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations ("Management Narrative").................................. 22
Item 3: Quantitative and Qualitative Disclosures About Market Risk*..................... 30
Item 4: Controls and Procedures......................................................... 30
PART II OTHER INFORMATION
Item 1: Legal Proceedings............................................................... 30
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds..................... 30
Item 3: Defaults Upon Senior Securities................................................. 30
Item 4: Submission of Matters to a Vote of Security Holders............................. 30
Item 5: Other Information............................................................... 30
Item 6: Exhibits........................................................................ 30
SIGNATURES............................................................................... 31
*Omitted pursuant to General Instruction H to Form 10-Q.
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PART I FINANCIAL INFORMATION
ITEM 1: UNAUDITED CONSOLIDATED GAAP FINANCIAL STATEMENTS.
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
JUNE 30, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 30,531.3 $ 30,722.3
Mortgage loans on real estate............................................. 3,138.4 3,131.9
Equity real estate, held for the production of income..................... 643.4 643.2
Policy loans.............................................................. 3,808.2 3,831.4
Other equity investments.................................................. 1,117.3 1,010.5
Other invested assets..................................................... 1,689.9 1,112.1
----------------- -----------------
Total investments..................................................... 40,928.5 40,451.4
Cash and cash equivalents................................................... 1,461.0 1,680.8
Cash and securities segregated, at estimated fair value..................... 1,229.2 1,489.0
Broker-dealer related receivables........................................... 2,729.6 2,187.7
Deferred policy acquisition costs........................................... 7,066.5 6,813.9
Goodwill and other intangible assets, net................................... 3,752.9 3,761.4
Amounts due from reinsurers................................................. 2,565.2 2,549.6
Loans to affiliates, at estimated fair value................................ 400.0 400.0
Other assets................................................................ 3,856.2 3,600.9
Separate Accounts' assets................................................... 63,150.5 61,559.4
----------------- -----------------
TOTAL ASSETS................................................................ $ 127,139.6 $ 124,494.1
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 27,185.1 $ 26,875.1
Future policy benefits and other policyholders liabilities.................. 14,221.3 14,099.6
Broker-dealer related payables.............................................. 1,481.6 945.9
Customers related payables.................................................. 2,178.0 2,658.7
Amounts due to reinsurers................................................... 1,001.8 994.0
Short-term and long-term debt............................................... 1,255.4 1,255.5
Income taxes payable........................................................ 2,866.1 2,714.8
Other liabilities........................................................... 1,935.3 1,859.6
Separate Accounts' liabilities.............................................. 63,150.5 61,559.4
Minority interest in equity of consolidated subsidiaries.................... 2,048.4 2,040.4
Minority interest subject to redemption rights.............................. 266.0 266.6
----------------- -----------------
Total liabilities..................................................... 117,589.5 115,269.6
----------------- -----------------
Commitments and contingencies (Note 11)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
issued and outstanding.................................................... 2.5 2.5
Capital in excess of par value.............................................. 4,915.4 4,890.9
Retained earnings........................................................... 3,750.6 3,457.0
Accumulated other comprehensive income...................................... 881.6 874.1
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Total shareholder's equity............................................ 9,550.1 9,224.5
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 127,139.6 $ 124,494.1
================= =================
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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2005 2004 2005 2004
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(IN MILLIONS)
REVENUES
Universal life and investment-type
product policy fee income........................ $ 454.1 $ 374.5 $ 896.3 $ 747.1
Premiums........................................... 210.2 221.1 435.0 452.4
Net investment income.............................. 622.5 628.5 1,284.2 1,280.7
Investment gains, net.............................. 44.6 9.0 48.7 53.6
Commissions, fees and other income................. 892.8 786.6 1,772.5 1,610.1
---------------- --------------- ---------------- ---------------
Total revenues............................... 2,224.2 2,019.7 4,436.7 4,143.9
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BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits............................ 486.5 450.3 956.4 903.6
Interest credited to policyholders'
account balances................................. 277.3 239.9 535.8 511.9
Compensation and benefits.......................... 425.6 367.5 851.7 738.7
Commissions........................................ 296.2 251.5 541.2 496.9
Distribution plan payments......................... 71.3 92.8 162.8 189.9
Amortization of deferred sales commissions......... 34.4 46.7 71.0 95.2
Interest expense................................... 21.0 21.5 38.9 42.9
Amortization of deferred policy acquisition costs.. 117.7 57.6 302.0 180.3
Capitalization of deferred policy acquisition costs (296.3) (256.3) (555.3) (483.1)
Rent expense....................................... 37.5 43.1 80.0 89.6
Amortization of other intangible assets, net....... 6.1 5.8 11.9 11.4
Other operating costs and expenses................. 211.2 228.0 432.2 448.9
---------------- --------------- ---------------- ---------------
Total benefits and other deductions.......... 1,688.5 1,548.4 3,428.6 3,226.2
---------------- --------------- ---------------- ---------------
Earnings from continuing operations before
income taxes and minority interest............... 535.7 471.3 1,008.2 917.7
Income tax expense................................. (150.6) (119.8) (268.4) (243.4)
Minority interest in net income of
consolidated subsidiaries........................ (106.6) (82.2) (196.2) (177.6)
---------------- --------------- ---------------- ---------------
Earnings from continuing operations................ 278.5 269.3 543.6 496.7
Earnings from other discontinued operations, net
of income tax expense............................ .1 1.2 - 3.3
Cumulative effect of accounting changes, net of
income tax benefit.............................. - - - (2.9)
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Net Earnings....................................... $ 278.6 $ 270.5 $ 543.6 $ 497.1
================ =============== ================ ===============
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
2005 2004
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(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period............. $ 2.5 $ 2.5
----------------- -----------------
Capital in excess of par value, beginning of year........................... 4,890.9 4,848.2
Increase in additional paid in capital in excess of par value............... 24.5 17.9
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Capital in excess of par value, end of period............................... 4,915.4 4,866.1
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Retained earnings, beginning of year........................................ 3,457.0 3,027.1
Net earnings................................................................ 543.6 497.1
Shareholder dividends paid.................................................. (250.0) (250.0)
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Retained earnings, end of period............................................ 3,750.6 3,274.2
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Accumulated other comprehensive income, beginning of year................... 874.1 892.8
Other comprehensive income (loss)........................................... 7.5 (348.1)
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Accumulated other comprehensive income, end of period....................... 881.6 544.7
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TOTAL SHAREHOLDER'S EQUITY, END OF PERIOD................................... $ 9,550.1 $ 8,687.5
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See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)
2005 2004
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(IN MILLIONS)
Net earnings................................................................ $ 543.6 $ 497.1
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances.................... 535.8 511.9
Universal life and investment-type product policy fee income............ (896.3) (747.1)
Net change in broker-dealer and customer related receivables/payables... (651.8) (39.5)
Investment (gains) losses, net.......................................... (48.7) (53.6)
Change in segregated cash and securities, net........................... 259.8 89.7
Change in deferred policy acquisition costs............................. (253.3) (302.8)
Change in future policy benefits........................................ 72.5 75.4
Change in property and equipment........................................ (13.2) (16.4)
Change in income tax payable............................................ 145.3 135.2
Minority interest in net income of consolidated subsidiaries............ 196.2 177.6
Change in fair value of guaranteed minimum income
benefit reinsurance contracts........................................ (84.0) (8.0)
Amortization of deferred sales commissions.............................. 71.0 95.2
Amortization of other intangible assets, net............................ 11.9 11.4
Change in accounts payable and accrued expenses......................... 15.0 (185.9)
Other, net.............................................................. (55.9) 120.2
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Net cash (used) provided by operating activities............................ (152.1) 360.4
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Cash flows from investing activities:
Maturities and repayments................................................. 1,586.5 1,821.5
Sales.................................................................... 1,283.9 2,562.1
Purchases................................................................. (2,808.2) (4,252.7)
Change in short-term investments.......................................... (371.9) 261.4
Purchase of minority interest in consolidated subsidiary.................. - (308.7)
Other, net................................................................ 51.8 108.6
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Net cash (used) provided by investing activities............................ (257.9) 192.2
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Cash flows from financing activities:
Policyholders' account balances:
Deposits................................................................ 1,967.6 1,872.9
Withdrawals and transfers to Separate Accounts.......................... (1,322.2) (1,431.8)
Net increase (decrease) in short-term financings.......................... .2 1.3
Shareholder dividends paid................................................ (250.0) (250.0)
Other, net................................................................ (205.4) (29.2)
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Net cash provided by financing activities................................... 190.2 163.2
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Change in cash and cash equivalents......................................... (219.8) 715.8
Cash and cash equivalents, beginning of year................................ 1,680.8 722.7
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Cash and Cash Equivalents, End of Period.................................... $ 1,461.0 $ 1,438.5
================= =================
Supplemental cash flow information
Interest Paid............................................................. $ 73.2 $ 45.6
================= =================
Income Taxes Paid......................................................... $ 104.3 $ 220.7
================= =================
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1) BASIS OF PRESENTATION
The preparation of the accompanying unaudited consolidated financial
statements in conformity with GAAP requires management to make estimates
and assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The accompanying
unaudited interim consolidated financial statements reflect all adjustments
necessary in the opinion of management to present fairly the consolidated
financial position of the Company and its consolidated results of
operations and cash flows for the periods presented. All significant
intercompany transactions and balances except those with Other Discontinued
Operations (see Note 6) have been eliminated in consolidation. These
statements should be read in conjunction with the consolidated financial
statements of the Company for the year ended December 31, 2004. The results
of operations for the six months ended June 30, 2005 are not necessarily
indicative of the results to be expected for the full year.
The terms "second quarter 2005" and "second quarter 2004" refer to the
three months ended June 30, 2005 and 2004, respectively. The terms "first
half of 2005" and "first half of 2004" refer to the six months ended June
30, 2005 and 2004, respectively.
Certain reclassifications have been made in the amounts presented for prior
periods to conform these periods to the current presentation.
2) PURCHASE OF MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY
In March 2004, a wholly owned subsidiary of the Company acquired 8.16
million Alliance Units at an aggregated market price of $308.7 million from
SCB Inc. and SCB Partners, Inc. under a preexisting agreement. As a result
of the transaction, the Company recorded goodwill of $162.1 million and
other intangible assets of $20.0 million. Other intangible assets are
amortized on a straight-line basis over their estimated useful lives of
twenty years. Upon completion of this transaction, the Company's economic
interest in Alliance increased to approximately 45.6% and AXA Financial's
total economic interest in Alliance increased to approximately 58.4%. As a
result of other transactions in the year ended December 31, 2004, the
Company's economic interest in Alliance at June 30, 2005 increased to 46.2%
and AXA Financial's total economic interest in Alliance increased to 61.1%.
3) ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2004, the Company adopted SOP 03-1, "Accounting and
Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounts". SOP 03-1 required a change in the
Company's accounting policies relating to (a) general account interests in
separate accounts, (b) assets and liabilities associated with market value
adjusted fixed rate investment options available in certain variable
annuity contracts issued by AXA Equitable, (c) liabilities related to group
pension participating contracts and (d) liabilities related to certain
mortality and annuitization benefits, such as the no lapse guarantee
feature contained in variable and interest-sensitive life policies.
The adoption of SOP 03-1 required changes in several of the Company's
accounting policies relating to separate account assets and liabilities.
The Company now reports the General Account's interests in separate
accounts as trading account securities within Other equity investments in
the consolidated balance sheet; prior to the adoption of SOP 03-1, such
interests were included in Separate Accounts' assets. Also, the assets and
liabilities of two Separate Accounts are now presented and accounted for as
General Account assets and liabilities, effective January 1, 2004.
Investment assets in these Separate Accounts principally consist of fixed
maturities that are classified as available for sale in the accompanying
consolidated financial statements. These two Separate Accounts hold assets
and liabilities associated with market value adjusted fixed rate investment
options available in certain variable annuity contracts. In addition,
liabilities associated with the
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market value adjustment feature are now reported at the accrued account
balance. Prior to the adoption of SOP 03-1, such liabilities had been
reported at market adjusted value.
Prior to the adoption of SOP 03-1, the liabilities for group pension
participating contracts were adjusted only for changes in the fair value of
certain related investment assets that were reported at fair value in the
balance sheet (including fixed maturities and equity securities classified
as available for sale, but not equity real estate or mortgage loans) with
changes in the liabilities recorded directly in accumulated other
comprehensive income to offset the unrealized gains and losses on the
related assets. SOP 03-1 also required an adjustment to the liabilities for
group pension participating contracts to reflect the fair value of all the
assets on which those contracts' returns are based, regardless of whether
those assets are reported at fair value in the balance sheet. Changes in
the liability related to fluctuations in asset fair values are now reported
as Interest credited to policyholders' account balances in the consolidated
statements of earnings.
In addition, the adoption of SOP 03-1 resulted in a change in the method of
determining liabilities associated with the no lapse guarantee feature
contained in variable and interest-sensitive life contracts. While both the
Company's previous method of establishing the no lapse guarantee reserve
and the SOP 03-1 method are based on accumulation of a portion of the
charges for the no lapse guarantee feature, SOP 03-1 specifies a different
approach for identifying the portion of the fee to be accrued and
establishing the related reserve.
The adoption of SOP 03-1 as of January 1, 2004 resulted in a decrease of
$2.9 million in the first half of 2004 net earnings and an increase in
other comprehensive income of $12.4 million related to the cumulative
effect of the required changes in accounting. The determination of
liabilities associated with group pension participating contracts and
mortality and annuitization benefits, as well as related impacts on
deferred acquisition costs, is based on models that involve numerous
estimates and subjective judgments. There can be no assurance that the
ultimate actual experience will not differ from management's estimates.
New Accounting Pronouncements
-----------------------------
On May 30, 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections," a replacement of APB No. 20, "Accounting Changes," and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements".
SFAS No. 154 applies to all voluntary changes in accounting principle as
well as to changes required by an accounting pronouncement that does not
include transition provisions. To enhance comparability, this statement
requires retrospective application to prior periods' financial statements
of changes in accounting principle, unless it is impracticable to determine
either the period-specific effects or the cumulative effect of the change.
The cumulative effect of the change is reported in the carrying value of
assets and liabilities as of the first period presented, with the offset
applied to opening retained earnings. Each period presented is adjusted to
show the period specific effects of the change. Only direct effects of the
change will be retrospectively recognized; indirect effects will be
recognized in the period of change. SFAS No. 154 carries forward without
change APB No. 20's guidance for reporting the correction of an error and a
change in accounting estimate as well as SFAS No. 3's provisions governing
reporting accounting changes in interim financial statements. SFAS No. 154
is effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005.
On December 16, 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment". SFAS No. 123(R) eliminates the alternative to apply the intrinsic
value method of accounting for employee stock-based compensation awards
that was provided in SFAS No. 123, "Accounting for Stock-Based
Compensation," as originally issued. SFAS No. 123(R) requires the cost of
all share-based payments to employees, including stock options, stock
appreciation rights, and most tax-qualified employee stock purchase plans,
to be recognized in the financial statements based on the fair value of
those awards. Under SFAS No. 123(R) the cost of equity-settled awards
generally is based on fair value at date of grant, adjusted for subsequent
modifications of terms or conditions, while cash-settled awards require
remeasurement of fair value at the end of each reporting period. SFAS No.
123(R) does not prescribe or specify a preference for a particular
valuation technique or model for estimating the fair value of employee
stock options and similar awards but instead requires consideration of
certain factors in selecting one that is appropriate for the unique
substantive characteristics of the instruments awarded. SFAS No. 123(R)
generally requires adoption using a modified version of prospective
application. Under "modified prospective" application, SFAS No. 123(R)
applies to new awards granted and to awards modified, repurchased, or
cancelled after the required effective date. Additionally, compensation
cost for unvested awards outstanding as of the required effective date must
be recognized prospectively over the remaining requisite service/vesting
period based on the fair values of those awards as already calculated under
SFAS No. 123. Entities may further elect to apply SFAS No. 123(R) on a
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"modified retrospective" basis to give effect to the fair value based
method of accounting for awards granted, modified, or settled in cash in
earlier periods. The cumulative effect of initial application, if any, is
recognized as of the required effective date. On April 14, 2005, the SEC
adopted a new rule allowing companies to implement SFAS No. 123(R) at the
beginning of their next fiscal year, instead of the next reporting period,
that begins after June 15, 2005.
The Company elected under SFAS No. 123 to continue to account for
stock-based compensation using the intrinsic value method and to provide
only pro forma disclosure of the effect on net earnings from applying the
fair value based method. Consequently, adoption of SFAS No. 123(R) would be
expected to result in recognition of compensation expense for certain types
of the Company's equity-settled awards, such as options to purchase AXA
ADRs and AXA ordinary share options, for which no cost previously would
have been charged to net earnings under the intrinsic value method.
Similarly, certain types of the Company's cash-settled awards, such as
stock appreciation rights, may be expected to result either in different
amounts of compensation expense or different patterns of expense
recognition under SFAS No. 123(R) as compared to the intrinsic value
method. Management of the Company currently is assessing the impact of
adoption of SFAS No. 123(R), including measurement and reporting of related
income tax effects, selection of an appropriate valuation model and
determination of assumptions, as well as consideration of plan design
issues.
On May 19, 2004, the FASB approved the issuance of FSP No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug, Improvement and Modernization Act of 2003", effective
for the first interim or annual period beginning after June 15, 2004. FSP
No. 106-2 provides guidance on the accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") for employers that sponsor postretirement health care plans that
provide prescription drug benefits. MMA introduced a new prescription drug
benefit under Medicare that will go into effect in 2006 and also includes a
Federal subsidy payable to plan sponsors equal to 28% of certain
prescription drug benefits payable to Medicare-eligible retirees. The
subsidy is available only to an employer that sponsors a retiree medical
plan that includes a prescription drug benefit that is at least as valuable
as (i.e., actuarially equivalent to) the new Medicare coverage. The subsidy
is not subject to Federal income tax.
Clarifying regulations are expected to be issued by the Centers for
Medicare and Medicaid Services to address the interpretation and
determination of actuarial equivalency under MMA. In accordance with the
provisions of FSP No. 106-2, management and its actuarial advisors will
re-evaluate actuarial equivalency as new information about its
interpretation or determination becomes available. Management and its
actuarial advisors have not as yet been able to conclude whether the
prescription drug benefits provided under the Company's retiree medical
plans are actuarially equivalent to the new Medicare prescription drug
benefits for 2006 and future years. Consequently, measurements of the
accumulated postretirement benefit obligation and net periodic
postretirement benefit cost for these plans at and for the period ended
June 30, 2005 do not reflect any amount associated with enactment of MMA,
including the subsidy.
4) INVESTMENTS
Investment valuation allowances for mortgage loans and equity real estate
and changes thereto follow:
SIX MONTHS ENDED
JUNE 30,
-----------------------------------
2005 2004
--------------- ---------------
(IN MILLIONS)
Balances, beginning of year................................. $ 11.3 $ 20.5
Additions charged to income................................. .4 2.8
Deductions for writedowns and asset dispositions............ - (4.7)
--------------- ---------------
Balances, End of Period..................................... $ 11.7 $ 18.6
=============== ===============
Balances, end of period comprise:
Mortgage loans on real estate............................. $ 11.7 $ 18.1
Equity real estate........................................ - .5
--------------- ---------------
Total....................................................... $ 11.7 $ 18.6
=============== ===============
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For the second quarter and first half of 2005 and of 2004, investment
income is shown net of investment expenses of $50.9 million, $43.5 million,
$101.3 million and $86.8 million, respectively.
As of June 30, 2005 and December 31, 2004, respectively, fixed maturities
classified as available for sale had amortized costs of $28,578.0 million
and $28,777.6 million. Also at June 30, 2005 and December 31, 2004,
respectively, Other equity investments included the General Account's
investments in Separate Accounts and other trading securities having
carrying values of $135.3 million and $117.4 million and costs of $126.4
million and $107.2 million and other equity securities with carrying values
of $34.9 million and $2.1 million and costs of $33.4 million and $1.0
million.
In the second quarter and first half of 2005 and of 2004, respectively, net
unrealized and realized holding gains (losses) on trading account equity
securities of $1.9 million, $.9 million, $(1.4) million and $4.2 million
were included in net investment income in the consolidated statements of
earnings.
For the first half of 2005 and of 2004, proceeds received on sales of fixed
maturities classified as available for sale amounted to $1,243.2 million
and $2,511.0 million, respectively. Gross gains of $22.7 million and $35.3
million and gross losses of $9.7 million and $7.4 million were realized on
these sales for the first half of 2005 and 2004, respectively. Unrealized
net investment gains (losses) related to fixed maturities classified as
available for sale increased by $8.7 million during the first half of 2005,
resulting in a balance of $1,953.4 million at June 30, 2005.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
JUNE 30, December 31,
2005 2004
--------------- -----------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........ $ 88.6 $ 89.4
Impaired mortgage loans without investment valuation allowances..... 2.1 10.7
--------------- -----------------
Recorded investment in impaired mortgage loans...................... 90.7 100.1
Investment valuation allowances..................................... (11.7) (11.3)
--------------- -----------------
Net Impaired Mortgage Loans......................................... $ 79.0 $ 88.8
=============== =================
During the first half of 2005 and 2004, respectively, the Company's average
recorded investment in impaired mortgage loans was $100.7 million and
$176.3 million. Interest income recognized on these impaired mortgage loans
totaled $3.0 million and $6.1 million for the first half of 2005 and 2004,
respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans, interest
income is recognized under the cash basis of accounting and the resumption
of the interest accrual would commence only after all past due interest has
been collected or the mortgage loan on real estate has been restructured to
the point that the collection of interest is considered likely. At June 30,
2005 and December 31, 2004, respectively, the carrying value of mortgage
loans on real estate that had been classified as nonaccrual loans was $78.6
million and $79.2 million.
5) CLOSED BLOCK
The excess of Closed Block liabilities over Closed Block assets (adjusted
to exclude the impact of related amounts in Accumulated other comprehensive
income) represents the expected maximum future post-tax earnings from the
Closed Block that would be recognized in income from continuing operations
over the period the policies and contracts in the Closed Block remain in
force. As of January 1, 2001, the Company has developed an actuarial
calculation of the expected timing of the Closed Block earnings.
- 10 -
If the actual cumulative earnings from the Closed Block are greater than
the expected cumulative earnings, only the expected earnings will be
recognized in net income. Actual cumulative earnings in excess of expected
cumulative earnings at any point in time are recorded as a policyholder
dividend obligation because they will ultimately be paid to Closed Block
policyholders as an additional policyholder dividend unless offset by
future performance that is less favorable than originally expected. If a
policyholder dividend obligation has been previously established and the
actual Closed Block earnings in a subsequent period are less than the
expected earnings for that period, the policyholder dividend obligation
would be reduced (but not below zero). If, over the period the policies and
contracts in the Closed Block remain in force, the actual cumulative
earnings of the Closed Block are less than the expected cumulative
earnings, only actual earnings would be recognized in income from
continuing operations. If the Closed Block has insufficient funds to make
guaranteed policy benefit payments, such payments will be made from assets
outside the Closed Block.
Many expenses related to Closed Block operations, including amortization of
DAC, are charged to operations outside of the Closed Block; accordingly,
net revenues of the Closed Block do not represent the actual profitability
of the Closed Block operations. Operating costs and expenses outside of the
Closed Block are, therefore, disproportionate to the business outside of
the Closed Block.
Summarized financial information for the Closed Block is as follows:
JUNE 30, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,893.1 $ 8,911.5
Policyholder dividend obligation..................................... 255.6 264.3
Other liabilities.................................................... 141.8 122.1
----------------- -----------------
Total Closed Block liabilities....................................... 9,290.5 9,297.9
----------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,546.3 and $5,488.6).......................... 5,888.5 5,823.2
Mortgage loans on real estate........................................ 1,013.5 1,098.8
Policy loans......................................................... 1,309.7 1,322.5
Cash and other invested assets....................................... 135.6 37.1
Other assets......................................................... 175.5 187.0
----------------- -----------------
Total assets designated to the Closed Block......................... 8,522.8 8,468.6
----------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 767.7 829.3
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $30.3 and $24.6 and policyholder dividend
obligation of $255.6 and $264.3................................. 56.3 45.7
----------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 824.0 $ 875.0
================= =================
- 11 -
Closed Block revenues and expenses were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------------
2005 2004 2005 2004
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
REVENUES:
Premiums and other income............... $ 115.2 $ 119.7 $ 230.2 $ 242.3
Net investment income................... 132.8 136.0 264.7 277.8
Investment gains (losses), net.......... 3.5 3.4 11.7 16.5
--------------- ---------------- --------------- ---------------
Total revenues.......................... 251.5 259.1 506.6 536.6
--------------- ---------------- --------------- ---------------
BENEFITS AND
OTHER DEDUCTIONS:
Policyholders' benefits and dividends... 216.0 220.9 426.4 431.1
Other operating costs and expenses...... .8 4.3 1.8 8.5
--------------- ---------------- --------------- ---------------
Total benefits and other deductions..... 216.8 225.2 428.2 439.6
--------------- ---------------- --------------- ---------------
Net revenues before income taxes........ 34.7 33.9 78.4 97.0
Income tax expense...................... (12.1) (12.2) (27.4) (34.5)
--------------- ---------------- --------------- ---------------
Net Revenues............................ $ 22.6 $ 21.7 $ 51.0 $ 62.5
=============== ================ =============== ===============
Reconciliation of the policyholder dividend obligation is as follows:
SIX MONTHS ENDED
JUNE 30,
-------------------------------------
2005 2004
---------------- ----------------
(IN MILLIONS)
Balances, beginning of year............................................. $ 264.3 $ 242.1
Unrealized investment (losses) gains.................................... (8.7) (91.4)
---------------- ----------------
Balances, End of Period................................................. $ 255.6 $ 150.7
================ ================
6) OTHER DISCONTINUED OPERATIONS
Summarized financial information for Other Discontinued Operations follows:
JUNE 30, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $807.6 and $643.6).............................. $ 859.4 $ 702.1
Equity real estate................................................... 189.2 190.1
Mortgage loans on real estate........................................ 13.4 21.4
Other equity investments............................................. 4.0 4.4
Other invested assets................................................ .2 .3
----------------- -----------------
Total investments.................................................. 1,066.2 918.3
Cash and cash equivalents............................................ - 150.2
Other assets......................................................... 16.5 33.3
----------------- -----------------
Total Assets......................................................... $ 1,082.7 $ 1,101.8
================= =================
Policyholders liabilities............................................ $ 830.4 $ 844.6
Allowance for future losses.......................................... 116.9 132.7
Other liabilities.................................................... 135.4 124.5
----------------- -----------------
Total Liabilities.................................................... $ 1,082.7 $ 1,101.8
================= =================
- 12 -
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $4.9, $4.3, $9.5
and $8.6).............................. $ 17.5 $ 17.2 $ 33.8 $ 34.5
Investment (losses) gains, net........... (.1) .8 (.2) 3.3
--------------- --------------- --------------- ---------------
Total revenues........................... 17.4 18.0 33.6 37.8
Benefits and other deductions............ 21.5 24.6 42.7 50.3
Losses charged to allowance for future
losses................................. (4.1) (6.6) (9.1) (12.5)
--------------- --------------- --------------- ---------------
Pre-tax results from operations.......... - - - -
Pre-tax earnings from
releasing the allowance
for future losses...................... .2 1.8 - 5.0
Income tax expense....................... (.1) (.6) - (1.7)
--------------- --------------- --------------- ---------------
Income from Other Discontinued
Operations............................ $ .1 $ 1.2 $ - $ 3.3
=============== =============== =============== ===============
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Other Discontinued
Operations against the allowance, re-estimates future losses and adjusts
the allowance, if appropriate. These updated assumptions and estimates
resulted in a release of the allowance in each of the periods presented
above.
Management believes the allowance for future losses at June 30, 2005 is
adequate to provide for all future losses; however, the determination of
the allowance involves numerous estimates and subjective judgments
regarding the expected performance of Discontinued Operations Investment
Assets. There can be no assurance the losses provided for will not differ
from the losses ultimately realized. To the extent actual results or future
projections of Other Discontinued Operations differ from management's
current estimates and assumptions underlying the allowance for future
losses, the difference would be reflected in the consolidated statements of
earnings in Other Discontinued Operations. In particular, to the extent
income, sales proceeds and holding periods for equity real estate differ
from management's previous assumptions, periodic adjustments to the loss
allowance are likely to result.
7) GMDB, GMIB, AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
The Company has certain variable annuity contracts with GMDB and GMIB
features in-force that guarantee either:
o Return of Premium: the benefit is the greater of current account value
or premiums paid (adjusted for withdrawals);
o Ratchet: the benefit is the greatest of current account value,
premiums paid (adjusted for withdrawals), or the highest account value
on any anniversary up to contractually specified ages (adjusted for
withdrawals);
o Roll-Up: the benefit is the greater of current account value or
premiums paid (adjusted for withdrawals) accumulated at contractually
specified interest rates up to specified ages; or
o Combo: the benefit is the greater of the ratchet benefit or the
roll-up benefit.
- 13 -
The following table summarizes the GMDB and GMIB liabilities, before
reinsurance ceded, reflected in the General Account in future policy
benefits and other policyholders liabilities in 2005:
GMDB GMIB TOTAL
---------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 67.6 $ 117.6 $ 185.2
Paid guarantee benefits.......................... (20.9) - (20.9)
Other changes in reserve......................... 46.7 59.2 105.9
---------------- ----------------- -----------------
Balance at June 30, 2005........................... $ 93.4 $ 176.8 $ 270.2
================ ================= =================
Related GMDB reinsurance ceded amounts were:
GMDB
--------------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 10.3
Paid guarantee benefits ceded.................... (6.1)
Other changes in reserve......................... 12.4
--------------------
Balance at June 30, 2005........................... $ 16.6
====================
The GMIB reinsurance contracts are considered derivatives and are reported
at fair value.
The June 30, 2005 values for those variable annuity contracts with GMDB and
GMIB features currently in-force are presented in the following table. For
contracts with the GMDB feature, the net amount at risk in the event of
death is the amount by which the GMDB benefits exceed related account
values. For contracts with the GMIB feature, the net amount at risk in the
event of annuitization is the amount by which the present value of the GMIB
benefits exceeds related account values, taking into account the
relationship between current annuity purchase rates and the GMIB guaranteed
annuity purchase rates. Since variable annuity contracts with GMDB
guarantees may also offer GMIB guarantees in each contract, the GMDB and
GMIB amounts listed are not mutually exclusive:
- 14 -
RETURN OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- ---------------- ------------- ------------- --------------
(DOLLARS IN MILLIONS)
GMDB:
-----
Account value:
General Account.................. $ 11,852 $ 242 $ 124 $ 503 $ 12,721
Separate Accounts................ $ 18,826 $ 6,246 $ 7,693 $ 12,269 $ 45,034
Net amount at risk, gross........... $ 1,046 $ 639 $ 2,030 $ 92 $ 3,807
Net amount at risk, net of amounts
reinsured........................ $ 1,044 $ 431 $ 1,235 $ 92 $ 2,802
Average attained age of
contractholders................... 49.6 60.4 63.0 60.6 52.2
Percentage of contractholders
over age 70....................... 7.4% 22.0% 29.6% 20.7% 11.2%
Range of guaranteed minimum
return rates.................... N/A N/A 3%-6% 3%-6% N/A
GMIB:
-----
Account value:
General Account.................. N/A N/A $ N/A $ 718 $ 718
Separate Accounts................ N/A N/A $ 5,477 $ 16,767 $ 22,244
Net amount at risk, gross........... N/A N/A $ 654 $ - $ 654
Net amount at risk, net of amounts
reinsured........................ N/A N/A $ 167 $ - $ 167
Weighted average years remaining
until earliest annuitization.... N/A N/A 3.3 9.0 7.3
Range of guaranteed minimum
return rates.................... N/A N/A 3%-6% 3%-6% N/A
B) Separate Account Investments by Investment Category Underlying GMDB and
-----------------------------------------------------------------------
GMIB Features
-------------
The total account values of variable annuity contracts with GMDB and GMIB
features include amounts allocated to the guaranteed interest option which
is part of the General Account and variable investment options which invest
through Separate Accounts in variable insurance trusts. The following table
presents the aggregate fair value of assets, by major investment category,
held by Separate Accounts that support variable annuity contracts with GMDB
and GMIB benefits and guarantees. The investment performance of the assets
impacts the related account values and, consequently, the net amount of
risk associated with the GMDB and GMIB benefits and guarantees. Since
variable annuity contracts with GMDB benefits and guarantees may also offer
GMIB benefits and guarantees in each contract, the GMDB and GMIB amounts
listed are not mutually exclusive:
- 15 -
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
JUNE 30, December 31,
2005 2004
---------------- ------------------
(IN MILLIONS)
GMDB:
Equity............................................................... $ 32,134 $ 32,088
Fixed income......................................................... 4,337 4,192
Balanced............................................................. 6,880 5,342
Other................................................................ 1,683 1,551
---------------- ------------------
Total................................................................ $ 45,034 $ 43,173
================ ==================
GMIB:
Equity............................................................... $ 15,011 $ 14,325
Fixed income......................................................... 2,552 2,425
Balanced............................................................. 4,049 2,768
Other................................................................ 632 565
---------------- ------------------
Total................................................................ $ 22,244 $ 20,083
================ ==================
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
In 2003, the Company initiated a program intended to hedge certain risks
associated with the GMDB feature of the Accumulator(R) series of variable
annuity products sold beginning in April 2002. In 2004, the program was
expanded to include hedging for certain risks associated with the GMIB
feature of the Accumulator(R) series of variable annuity products sold
beginning in 2004. This program currently utilizes exchange-traded futures
contracts that are dynamically managed in an effort to reduce the economic
impact of unfavorable changes in GMDB and GMIB exposures attributable to
movements in the equity and fixed income markets. At June 30, 2005, the
total account value and net amount at risk of the hedged Accumulator(R)
series of variable annuity contracts were $24,034 million and $112 million,
respectively, with the GMDB feature and $10,044 million and zero,
respectively, with the GMIB feature.
Although these programs are designed to provide economic protection against
the impact adverse market conditions may have with respect to GMDB and GMIB
guarantees, they do not qualify for hedge accounting treatment under SFAS
No. 133. Therefore, SFAS No. 133 requires gains or losses on the futures
contracts used in these programs, including current period changes in fair
value, to be recognized in investment income in the period in which they
occur, and may contribute to earnings volatility.
D) Variable and Interest-Sensitive Life Insurance Policies - No Lapse
------------------------------------------------------------------
Guarantee
---------
The no lapse guarantee feature contained in variable and interest-sensitive
life insurance policies keeps them in force in situations where the policy
value is not sufficient to cover monthly charges then due. The no lapse
guarantee remains in effect so long as the policy meets a contractually
specified premium funding test and certain other requirements.
The following table summarizes the no lapse guarantee liabilities reflected
in the General Account in future policy benefits and other policyholders
liabilities, and related reinsurance ceded:
DIRECT REINSURANCE
LIABILITY CEDED NET
---------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2004....................... $ 20.5 $ (6.1) $ 14.4
Other changes in reserve......................... 6.2 (6.7) (.5)
---------------- ----------------- -----------------
Balance at June 30, 2005........................... $ 26.7 $ (12.8) $ 13.9
================ ================= =================
- 16 -
8) EMPLOYEE BENEFIT PLANS
The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified part-time
employees), managers and certain agents.
Components of net periodic pension expense for the qualified plans follow:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
(IN MILLIONS)
Service cost................................. $ 8.9 $ 8.4 $ 17.7 $ 17.8
Interest cost on projected benefit obligation 30.4 30.6 60.8 61.1
Expected return on assets.................... (42.8) (43.4) (85.7) (85.5)
Net amortization and deferrals............... 18.9 13.9 37.9 32.6
--------------- --------------- --------------- ---------------
Net Periodic Pension Expense................. $ 15.4 $ 9.5 $ 30.7 $ 26.0
=============== =============== =============== ===============
9) STOCK APPRECIATION RIGHTS
Following completion of the merger of AXA Merger Corp. with and into AXA
Financial, Inc. (the legal entity), certain employees exchanged AXA ADR
options for tandem Stock Appreciation Rights and at-the-money AXA ADR
options of equivalent intrinsic value. The maximum obligation for the Stock
Appreciation Rights is $73.3 million, based upon the underlying price of
AXA ADRs at January 2, 2001, the closing date of the aforementioned merger.
The Company recorded a decrease in the Stock Appreciation Rights liability
of $7.5 million and $4.8 million for the second quarter of 2005 and 2004,
and an increase of $.7 million and $2.8 million for the first half of 2005
and 2004, respectively, reflecting the variable accounting for Stock
Appreciation Rights, based on the changes in the market value of AXA ADRs
for the periods then ended. At June 30, 2005, the Stock Appreciation Rights
liability was $26.4 million.
10) INCOME TAXES
Income taxes for interim periods have been computed using an estimated
annual effective tax rate. This rate is revised, if necessary, at the end
of each successive interim period to reflect the current estimate of the
annual effective tax rate.
11) LITIGATION
There have been no new material legal proceedings and no material
developments in specific litigations previously reported in the Company's
Notes to Consolidated Financial Statements for the year ended December 31,
2004, except as described below:
In EMERALD, in July 2005, EMERALD filed a motion for summary judgment on
liability for three of its claims.
In MAHOLTRA, in March 2005, the District Court granted defendants' motion
to dismiss the second amended complaint, but permitted one of the
plaintiffs leave to file a third amended complaint. In August 2005, the
case was settled on an individual basis.
In DH2, in April 2005, DH2 filed a Second Amended Complaint, which alleges
claims substantially similar to those included in the original amended
complaint. In June 2005, defendants moved to dismiss the Second Amended
Complaint. In August 2005, DH2 filed opposition to the motion.
In HIRT, in April 2005, the Court denied the cross motions for summary
judgment without prejudice. In July 2005, the parties refiled cross motions
for summary judgment, and an evidentiary hearing was held in August 2005 on
one of the claims.
- 17 -
In BERGER, in May 2005, the Court granted AXA Equitable's motion for
summary judgment and dismissed the remaining claim of violation of ERISA.
In May 2005, the plaintiffs filed an appeal to the 7th Circuit Court of
Appeals.
In WIGGENHORN, in April 2005, the U.S. Court of Appeals for the Seventh
Circuit ruled in favor of Putnam Funds in the case in which AXA Financial
is not a party. Based upon this decision, in April 2005, AXA Equitable
filed a motion to either grant or to set a briefing on its motion to
dismiss. In June 2005, this case was transferred by the Judicial Panel on
Multidistrict Litigation to the U.S. District Court in Maryland, where
other market-timing litigation is pending. In June 2005, plaintiff filed an
amended complaint. In July 2005, AXA Equitable filed a motion to dismiss
the amended complaint.
In GOSHEN, in April 2005, plaintiffs filed a motion for leave to appeal
with the Court of Appeals. In June 2005, the Court of Appeals denied
plaintiffs' motion.
In MCLEAN, in April 2005, claims of the individual Illinois plaintiffs
(Brown) were settled and their case has been dismissed. In June 2005, the
court denied a motion for reargument filed by the putative class
representatives in May 2005 related to a dismissal of their case in
November 2003. In July 2005, plaintiffs filed a notice of appeal.
In ECKERT, in April 2005, one of the plaintiffs was granted the right to
intervene and filed a complaint entitled Cerra v. The Equitable Life
Assurance Society of the United States in the United States District Court
for the Eastern District of New York with the same allegations as in
ECKERT. The defendants moved to dismiss plaintiff's complaint in May 2005.
In August 2005, the case was settled on an individual basis.
In June 2005, without admitting or denying the allegations, AXA Advisors
entered into an agreement with the NASD, and paid a $900,000 fine, to
resolve charges related to its receipt of directed brokerage fees from
certain mutual fund companies during the period 2001 through the date of
discontinuance of the practice in late 2003.
ALLIANCE LITIGATION
-------------------
In the SBA COMPLAINT, in April 2005, Alliance and the SBA entered into an
Agreement Regarding Litigation pursuant to which, among other things, a
jury verdict in favor of Alliance on all claims would prevent both parties
from seeking to retry or appeal the case and from seeking costs or
attorneys' fees, and would prevent Alliance from seeking to recover its
claim for unpaid investment management fees. In April 2005, the jury found
in favor of Alliance on all claims.
In JAFFE, in May 2005, the court granted defendants' motion and dismissed
the case.
In February 2004, Alliance received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a
request for information from the Office of the State Auditor, Securities
Commission, for the State of West Virginia (together, the "Information
Requests"). Both Information Requests require Alliance to produce documents
concerning, among other things, any market timing or late trading in its
sponsored mutual funds. Alliance responded to the Information Requests and
has been cooperating fully with the investigation. In April 2005, a
complaint entitled The Attorney General of the State of West Virginia v.
AIM Advisors, Inc., et al. ("WVAG COMPLAINT") was filed against Alliance,
Alliance Holding, and various other defendants not affiliated with
Alliance. The WVAG COMPLAINT was filed in the Circuit Court of Marshall
County, West Virginia by the Attorney General of the State of West
Virginia. The WVAG COMPLAINT makes factual allegations generally similar to
those in the HINDO COMPLAINT. In May 2005, defendants removed the WVAG
COMPLAINT to the United States District Court for the Northern District of
West Virginia. In July 2005, plaintiff moved to remand. That motion is
pending.
In connection with its market timing-related matters (other than the WVAG
COMPLAINT), Alliance recorded charges totaling $330 million during the
second half of 2003 in connection with establishing the $250 million
restitution fund and certain other matters. Alliance paid $4 million during
second quarter 2005 and has cumulatively paid $307 million related to these
matters.
In connection with directed brokerage matters, in March 2005, Alliance
commenced discussions with the NASD regarding the directed brokerage
investigations by the SEC and the NASD. Accordingly, Alliance recorded a
$5.0 million charge against 2004 earnings; approximately $1.0 million of
this charge was reversed
- 18 -
in first quarter 2005 to reflect the final amount of approximately $4.0
million agreed upon between Alliance and the NASD.
In the AUCOIN COMPLAINT, in February 2005, plaintiffs filed a consolidated
amended class action complaint ("AUCOIN CONSOLIDATED AMENDED COMPLAINT")
that asserts claims substantially similar to the AUCOIN COMPLAINT and
nine additional lawsuits that also make factual allegations substantially
similar to those in the AUCOIN COMPLAINT. In April 2005, defendants moved
to dismiss the AUCOIN CONSOLIDATED AMENDED COMPLAINT. That motion is
pending.
In connection with proof of claim-related matters, in April 2005, the court
signed an order dismissing the DAVIDSON COMPLAINT with prejudice.
Plaintiffs have not exercised their limited right to re-open the case
within 90 days of the order.
In July 2005, the NASD notified Sanford C. Bernstein & Co., LLC, a
wholly-owned subsidiary of Alliance ("SCB LLC") and an SCB LLC research
analyst that the NASD enforcement staff was recommending that enforcement
actions be commenced against SCB LLC and the analyst (this notification
typically is called a "Wells Notice"). The analyst had written research
reports that announced the suspension of SCB LLC's and the analyst's
coverage of certain securities, and the analyst subsequently sold personal
holdings in the same securities. Prior to joining SCB LLC, the analyst
received the securities as compensation while employed by the issuers of
those securities. The NASD claims that SCB LLC and the analyst violated
NASD rules that restrict personal trading by research analysts.
In July 2005, the NYSE issued a Wells Notice to each of approximately 20
member firms, including SCB LLC, claiming that the firms violated NYSE
rules by failing to properly identify certain short sale transactions as
short sales in Electronic Blue Sheet submissions. For SCB LLC, this issue
was the result of a coding problem in an electronic reporting system. That
problem was corrected in 2003.
Although the outcome of litigation generally cannot be predicted with
certainty, management believes that, except as otherwise noted in the
Company's Notes to Consolidated Financial Statements for the year ended
December 31, 2004, the ultimate resolution of the litigations described
above involving AXA Equitable and/or its subsidiaries should not have a
material adverse effect on the consolidated financial position of the
Company. Except as previously noted, management cannot make an estimate of
loss, if any, or predict whether or not any of such other litigations
described above or in the Company's Notes to Consolidated Financial
Statements for the year ended December 31, 2004 will have a material
adverse effect on the Company's consolidated results of operations in any
particular period.
In addition to the matters previously reported and those described above,
AXA Equitable and its subsidiaries are involved in various legal actions
and proceedings in connection with their businesses. Some of the actions
and proceedings have been brought on behalf of various alleged classes of
claimants and certain of these claimants seek damages of unspecified
amounts. While the ultimate outcome of such matters cannot be predicted
with certainty, in the opinion of management no such matter is likely to
have a material adverse effect on the Company's consolidated financial
position or results of operations. However, it should be noted that the
frequency of large damage awards, including large punitive damage awards
that bear little or no relation to actual economic damages incurred by
plaintiffs in some jurisdictions, continues to create the potential for an
unpredictable judgment in any given matter.
12) BUSINESS SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before Federal income taxes and minority interest to
total revenues and earnings as reported on the consolidated statements of
earnings and segment assets to total assets on the consolidated balance
sheets, respectively.
- 19 -
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ----------------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ----------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance............................... $ 1,466.9 $ 1,301.4 $ 2,949.9 $ 2,700.0
Investment Services..................... 778.4 739.1 1,529.0 1,485.0
Consolidation/elimination............... (21.1) (20.8) (42.2) (41.1)
--------------- --------------- --------------- ----------------
Total Revenues.......................... $ 2,224.2 $ 2,019.7 $ 4,436.7 $ 4,143.9
=============== =============== =============== ================
SEGMENT EARNINGS FROM CONTINUING
OPERATIONS BEFORE INCOME
TAXES AND MINORITY INTEREST:
Insurance............................... $ 320.0 $ 309.7 $ 619.4 $ 581.9
Investment Services..................... 215.7 162.1 388.8 336.3
Consolidation/elimination............... - (.5) - (.5)
--------------- --------------- --------------- ----------------
Total Earnings from Continuing
Operations before Income
Taxes and Minority Interest.......... $ 535.7 $ 471.3 $ 1,008.2 $ 917.7
=============== =============== =============== ================
JUNE 30, December 31,
2005 2004
--------------- -----------------
(IN MILLIONS)
ASSETS:
Insurance......................................................... $ 112,541.1 $ 110,141.1
Investment Services............................................... 14,607.2 14,326.3
Consolidation/elimination......................................... (8.7) 26.7
------------------ ------------------
Total Assets...................................................... $ 127,139.6 $ 124,494.1
================== ==================
13) RELATED PARTY TRANSACTIONS
Since January 2000, the Company reimburses AXA Financial, Inc. (the legal
entity) for expenses relating to the Excess Retirement Plan, Supplemental
Executive Retirement Plan and certain other employee benefit plans that
provide participants with medical, life insurance, and deferred
compensation benefits. Such reimbursement was based on the cost to AXA
Financial, Inc. (the legal entity) of the benefits provided which totaled
$12.3 million, $13.6 million, $13.6 million and $29.0 million,
respectively, for the second quarter and first six months of 2005 and of
2004.
The Company paid $190.3 million, $349.8 million, $158.7 million and $328.3
million, respectively, of commissions and fees to AXA Distribution and its
subsidiaries for sales of insurance products for the second quarter and
first six months of 2005 and of 2004. The Company charged AXA
Distribution's subsidiaries $85.0 million, $158.1 million, $72.6 million
and $143.8 million, respectively, for their applicable share of operating
expenses for the second quarter and first six months of 2005 and of 2004,
pursuant to the Agreements for Services.
14) STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation using the intrinsic value
method prescribed in APB No. 25. Compensation expense is not reflected in
the statement of earnings for options granted under AXA's and AXA
Financial's stock incentive plans as all had an exercise price equal to the
market value of the underlying common stock on the date of the grant and
vest solely with the passage of time. The following table illustrates the
effect on net income had compensation expense as related to options awarded
under those plans been determined based on SFAS No. 123's fair value based
method:
- 20 -
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2005 2004 2005 2004
-------------- -------------- -------------- --------------
(IN MILLIONS)
Net earnings as reported.................... $ 278.6 $ 270.5 $ 543.6 $ 497.1
Less: Total stock-based
employee compensation expense
determined under fair value method for
all awards, net of income tax benefit..... (6.9) (4.7) (12.6) (11.9)
-------------- -------------- -------------- --------------
Pro Forma Net Earnings...................... $ 271.7 $ 265.8 $ 531.0 $ 485.2
============== ============== ============== ==============
15) COMPREHENSIVE INCOME
The components of comprehensive income for second quarter 2005 and 2004 and
the first half of 2005 and of 2004 are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
(IN MILLIONS)
Net earnings............................. $ 278.6 $ 270.5 $ 543.6 $ 497.1
--------------- --------------- --------------- ---------------
Change in unrealized gains (losses),
net of reclassification adjustment..... 270.5 (607.8) 7.5 (348.1)
--------------- --------------- --------------- ---------------
Other comprehensive income (loss)........ 270.5 (607.8) 7.5 (348.1)
--------------- --------------- --------------- ---------------
Comprehensive Income (Loss).............. $ 549.1 $ (337.3) $ 551.1 $ 149.0
=============== =============== =============== ===============
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis is omitted pursuant to General Instruction
H of Form 10-Q. The management narrative for the Company that follows should be
read in conjunction with the Consolidated Financial Statements, the related
Notes to Consolidated Financial Statements and the information discussed under
Forward-Looking Statements and Risk Considerations included in this Form 10-Q,
and with the management narrative found in the Management's Discussion and
Analysis ("MD&A") section included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2004 ("2004 Form 10-K").
CONSOLIDATED RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004
Earnings from continuing operations before income taxes and minority interest
were $1.01 billion for the first half of 2005, an increase of $90.4 million from
the year earlier period with the Insurance and Investment Services segments
reporting earnings increases of $37.5 million and $52.5 million, respectively.
The Investment Services segment's earnings for the 2005 period included a $12.5
million gain from Alliance's second quarter 2005 sale of its cash management
business to Federated. In first quarter 2004, the Company recorded a $2.9
million charge (net of related income taxes of $1.6 million) for the cumulative
effect of the January 1, 2004 adoption of SOP 03-1. Net earnings for the Company
totaled $543.6 million for the first half of 2005, $61.1 million higher than the
$482.5 million reported for the comparable 2004 period.
Revenues. In the first half of 2005, total revenues increased $277.8 million to
$4.44 billion as revenues for both the Insurance and Investment Services
segments increased.
Premiums decreased by $17.4 million to $435.0 million for the first half of
2005. Policy fee income was $896.3 million, $149.2 million higher than the first
half of 2004 primarily due to higher average Separate Account balances resulting
from positive net cash flows and market appreciation.
Net investment income increased $3.5 million to $1.28 billion primarily as a
result of $14.8 million in investment income related to derivative instruments
including those related to hedging programs implemented to mitigate certain
risks associated with the GMDB/GMIB features of certain variable annuity
contracts and interest rate floor contracts as compared to $24.1 million of
losses on derivatives in the comparable 2004 period partially offset by lower
income on AXA Equitable's investment portfolio. While total investment assets
grew by approximately $763.2 million from June 30, 2004, AXA Equitable's
investment income on its portfolio decreased due to lower yields on the fixed
maturity portfolio, lower prepayment fees and lower income on other equity
investments.
Investment gains totaled $48.7 million in the first half of 2005, as compared to
$53.6 million in the first half of 2004. The $18.4 million increase in
Investment Services' gains primarily due to the $12.5 million gain on the sale
to Federated was more than offset by $23.3 million in lower gains for the
Insurance segment in 2005 as compared to 2004. The AXA Equitable investment
portfolio's decline in the 2005 period resulted from $10.2 million lower gains
from sales of fixed maturity securities and the absence of $25.0 million of
gains on the sale of other equity investments in the first half of 2004
partially offset by lower writedowns on General Account fixed maturities, $13.6
million in the first half of 2005 as compared to $20.3 million in the first half
of 2004.
Commissions, fees and other income increased $147.4 million to $1.77 billion
with the Insurance and Investment Services segments posting increases of $135.1
million and $7.5 million, respectively. The Insurance segment increase was due
to higher gross investment management fees received from EQAT and VIP Trust due
to a higher asset base. Additionally, $76.2 million of the increase was due to
the change in the fair value of the GMIB reinsurance contracts. As required by
SFAS No. 133, the GMIB reinsurance contracts are considered derivatives and are
reported at fair value. The increase in fair value for the first half of 2005
was $84.2 million as compared to $8.0 million for the first half of 2004. The
Investment Services segment's $7.5 million increase was principally due to $47.2
million higher investment advisory and services fees and the gain on the sale of
its cash management business, partially offset by $22.6 million lower
distribution revenues and $10.7 million lower shareholder servicing fees at
Alliance.
- 22 -
Benefits and Other Deductions. Total benefits and other deductions increased
$187.4 million with an increase of $212.4 million in the Insurance segment
partially offset by a $23.5 million decrease in the Investment Services segment.
Policyholders' benefits were $956.4 million in the first half of 2005, a $52.8
million increase from the first half of 2004. The increase principally resulted
from higher GMDB/GMIB benefits and reserves due to the growth in business and
higher benefits and reserves in the reinsurance assumed product line partially
offset by lower individual life death claims.
Interest credited to policyholders' account balances increased $23.9 million to
$535.8 million in the first half of 2005 as the impact of lower crediting rates
was more than offset by higher policyholder account balances.
Total compensation and benefits increased $112.9 million to $851.6 million in
the first half of 2005 with increases of $55.9 million and $57.0 million
reported for the Insurance and Investment Services segments, respectively. The
increase in the Insurance segment in the first half of 2005 was primarily due to
higher employee and agents salaries, an increase in taxes and benefits primarily
related to employee FICA tax and agents benefits costs partially offset by a
$2.0 million decrease related to changes in the Stock Appreciation Rights
liability. The $57.0 million increase for the Investment Services segment
resulted from Alliance's higher incentive compensation due to higher earnings,
higher base compensation and fringe benefits due to annual merit increases and
higher commission expense primarily due to higher sales volume.
For the first half of 2005, commissions in the Insurance segment totaled $541.2
million, an increase of $44.3 million when compared to $496.9 million from the
first half of 2004, principally due to higher sales of life and annuity
products.
There was a $27.1 million decrease in distribution plan payments by Alliance due
to the sale of the cash management services unit in second quarter 2005.
Amortization of deferred sales commissions totaled $71.0 million for the first
half of 2005, $24.2 million lower than in the 2004 period as a result of lower
back-end load shares sales.
Interest expense declined by $4.0 million to $38.9 million in the first half of
2005 as compared to $42.9 million in the first half of 2004.
DAC amortization increased to $302.0 million in the first half of 2005, up
$121.7 million from the comparable 2004 period. The increase in amortization was
principally due to higher current margins in products that are DAC reactive and
lower favorable DAC unlocking in 2005 compared to 2004. In 2004, DAC unlocking
resulted from the recognition of higher estimated future margins driven by
higher fees related to variable life insurance and annuity contracts. In 2005,
DAC unlocking related primarily to higher estimated future margins due to
revised expectations regarding lapses on certain annuity contracts based upon
the completion of a comprehensive lapse study. Both years also reflect DAC
unlocking associated with higher estimated future margins due to expectations of
life mortality improvement based on emerging experience, which resulted in a
deceleration of DAC amortization. However, the deceleration of DAC amortization
resulting from these revised mortality projections was lower in 2005 than in
2004.
DAC capitalization totaled $555.3 million; the increase of $72.2 million from
$483.1 million reported in the first half of 2004 primarily resulted from higher
sales of interest sensitive life products and variable annuities.
The $9.6 million decrease in rent expense to $80.0 million in the first half of
2005 was due to a $12.8 million decrease for the Insurance segment partially
offset by a $3.2 million increase in the Investment Services segment.
Amortization of intangible assets showed a $0.5 million increase from the first
half of 2004 to the first half of 2005.
There was a $31.6 million decrease in other operating costs and expenses to
$432.3 million in the first half of 2005 as the $32.7 million decrease in the
Investment Management segment was partially offset by a $2.6 million increase in
the Insurance segment. The Investment Services segment decrease was primarily
due to lower losses on disposal of fixed assets and lower legal expenses,
partially offset by higher costs associated with compliance with Section 404 of
the Sarbanes-Oxley Act of 2002.
Premiums and Deposits. Total premiums and deposits for insurance and annuity
products for the first half of 2005 were $8.80 billion, an $84.5 million
increase from the comparable 2004 period, with $78.5 million higher first year
premiums and deposits in the first half of 2005 than in the comparable 2004
period. First year premiums and
- 23 -
deposits for the life products increased $21.5 million due to higher sales in
the retail channel while the annuity lines' premiums and deposits increased
$55.8 million primarily due to higher sales in both the retail and wholesale
distribution channels.
Surrenders and Withdrawals. Surrenders and withdrawals increased from $2.91
billion in the first half of 2004 to $3.28 billion for the first half of 2005
with an increase of $438.6 million reported for the individual annuities product
line, partially offset by declines of $62.2 million and $5.2 million in variable
and interest-sensitive life and traditional life surrenders and withdrawals,
respectively. The annualized annuities surrender rate increased to 8.4% in the
first half of 2005 from 8.1% in the first half of 2004. Conversely, the
individual life surrender rates decreased to 4.1% from 4.7% for the same
respective periods. The individual life surrender rate was higher in the first
half of 2004 principally due to the surrender of a single large COLI contract.
When the effect of this surrender is excluded, the first half of 2004 life
surrender rate was 4.2%. The surrender and withdrawal rates described above
continue to fall within the range of expected experience.
Assets Under Management. Breakdowns of assets under management follow:
ASSETS UNDER MANAGEMENT
(IN MILLIONS)
JUNE 30,
-----------------------------------
2005 2004
--------------- ---------------
Third party..................................................................... $ 452,186 $ 423,902
AXA Equitable General Account and other AXA Financial companies................. 54,796 41,446
Insurance Group Separate Accounts .............................................. 67,919 56,405
--------------- ---------------
Total Assets Under Management................................................... $ 574,901 $ 521,753
=============== ===============
Third party assets under management at June 30, 2005 increased $28.28 billion
primarily due to increases at Alliance. AXA Equitable General Account and other
AXA Financial companies' assets under management increased $13.35 billion from
the first half of 2004 totals of which $12.68 billion is attributable to the
MONY Companies. When the $4.63 billion of MONY Companies' Separate Account
assets are excluded, the remaining $6.88 billion increase in Insurance Group
Separate Account assets under management resulted from market appreciation and
net new deposits.
Alliance assets under management at the end of the first six months of 2005
totaled $516.0 billion as compared to $482.2 billion at June 30, 2004 as market
appreciation and net inflows of $47.4 million, $10.2 million and $5.7 million in
the Institutional Investment Management, Private Client and Retail distribution
channels, respectively, were offset by the $29.5 million in net asset outflows
resulting from the sale of Alliance's cash management services. Non-US clients
accounted for 28.3% of the June 30, 2005 total.
During June 2005, Alliance and Federated completed the transaction under which
Federated acquired Alliance's cash management services. In the transaction,
$19.6 billion in assets under management from 22 of its third-party distributed
money market funds were transitioned into Federated money market funds. The
transaction included an initial cash payment of $25.0 million received prior to
June 30, 2005, and additional payments consisting of annual contingent purchase
price payments payable over five years and a final contingent $10 million
payment. In the first six months in 2005, Alliance recognized a $12.5 million
pre-tax net gain from this transaction.
LIQUIDITY AND CAPITAL RESOURCES
AXA Equitable. In the second quarters of 2005 and 2004, AXA Equitable paid cash
dividends of $250.0 million.
At June 30, 2005, AXA Equitable had no short-term debt, commercial paper or
borrowings under the revolving credit facility outstanding.
Alliance. For the six months ended June 30, 2005 and 2004, respectively, cash
flows included inflows of $27.5 million and $33.2 million representing proceeds
from the exercise of options for Alliance Units offset by outflows related to
purchases of Alliance Units totaling $6.9 million and $38.4 million by
subsidiaries of Alliance to fund deferred compensation plans. Capital
expenditures at Alliance were $46.7 million in the first six months of 2005
compared to $16.8 million in the comparable 2004 period. Available cash flow for
cash distributions from Alliance
- 24 -
totaled $357.9 million and $231.9 million for the first six months of 2005 and
2004, respectively. As a result of charges for mutual fund matters and legal
proceedings recorded in the second half of 2003, Alliance made no cash
distributions in first quarter 2004.
At June 30, 2005, Alliance had $7.9 million of short-term debt outstanding;
there were no amounts outstanding under either its commercial paper program or
its revolving credit facility.
FORWARD-LOOKING STATEMENTS AND RISK CONSIDERATIONS
The Company's management has made in this report, and from time to time may make
in its public filings and press releases as well as in oral presentations and
discussions, forward-looking statements concerning the Company's operations,
economic performance and financial position. Forward-looking statements include,
among other things, discussions concerning the Company's potential exposure to
market risks, as well as statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions, as indicated by
words such as "believes," "estimates," "intends," "anticipates," "expects,"
"projects," "should," "probably," "risk," "target," "goals," "objectives," or
similar expressions. The Company claims the protection afforded by the safe
harbor for forward-looking statements contained in Section 21E of the Exchange
Act, and assumes no duty to update any forward-looking statement.
Forward-looking statements are based on management's expectations and beliefs
concerning future developments and their potential effects and are subject to
risks and uncertainties. Actual results could differ materially from those
anticipated by forward-looking statements due to a number of important factors
including those discussed elsewhere in this report and in the Company's other
public filings, press releases, oral presentations and discussions. The
following discussion highlights some of the more important risk and other
factors that could cause such differences and/or, if realized, could have a
material adverse effect on the Company's consolidated financial position and/or
results of operations.
Market Risk. The Company's businesses are subject to market risks arising from
its insurance asset/liability management, investment management and trading
activities. The primary market risk exposures result from interest rate
fluctuations, equity price movements and changes in credit quality. The nature
of each of these risks is discussed under the caption "Quantitative and
Qualitative Disclosures About Market Risk" and in Note 14 of Notes to
Consolidated Financial Statements, both contained in the 2004 Form 10-K.
Increased volatility of equity markets can impact profitability of the Insurance
and Investment Services segments. For the Insurance Group, in addition to
impacts on equity securities held in the General Account, significant changes in
equity markets impact asset-based policy fees charged on variable life and
annuity products. Moreover, for variable life and annuity products with
GMDB/GMIB and/or other guaranteed features, sustained periods with declines in
the value of underlying Separate Account investments would increase the
Insurance Group's net exposure to guaranteed benefits under those contracts
(increasing claims and reserves, net of any reinsurance or hedging) at a time
when fee income for these benefits is also reduced from prior period levels.
Increased volatility of equity markets also will result in increased volatility
of the fair value of the GMIB reinsurance contracts and equity-traded futures
contracts as part of hedging programs for GMDB/GMIB features.
Equity market volatility also may impact DAC amortization on variable and
universal life insurance contracts, variable annuities and participating
traditional life contracts. To the extent that actual market trends, and
reasonable expectations as to future performance drawn from those trends, lead
to reductions in the investment return and/or other related estimates underlying
the DAC amortization rates, DAC amortization could be accelerated. Volatile
equity markets can also impact the level of contractholder surrender activity,
which, in turn, can impact future profitability.
Interest rate fluctuations, equity price movements and changes in credit quality
may also affect invested assets held in the qualified pension plan which could
impact future pension plan costs.
The effects of significant equity market fluctuations on the Insurance Group's
operating results can be complex and subject to a variety of estimates and
assumptions, such as assumed rates of long-term equity market performance,
making it difficult to reliably predict effects on operating earnings over a
broad range of equity market performance alternatives. Further, these effects
may not always be proportional for market increases and market decreases.
Margins on interest-sensitive annuities and universal life insurance can be
affected by interest rate fluctuations. In a declining interest rate
environment, credited rates can generally be adjusted more quickly than the
related invested asset portfolio is affected by declining reinvestment rates,
tending to result in higher net interest margins on interest-
- 25 -
sensitive products in the short term. However, under scenarios in which interest
rates fall and remain at significantly lower levels, minimum guarantees on
interest-sensitive annuities and universal life insurance (generally 1.5% to
4.5%) could cause the spread between the yield on the portfolio and the interest
rate credited to policyholders to deteriorate and in some cases, potentially, to
become negative.
For both interest-sensitive annuities and universal life insurance, a rapid and
sustained rise in interest rates poses risks of deteriorating spreads and high
surrenders. In such an environment, there is pressure to increase credited rates
on interest-sensitive products to match competitors' new money rates. However,
such changes in credited rates generally occur more quickly than the earned
rates on the related invested asset portfolios reflect changes in market yields.
The greater and faster the rise in interest rates, the more the earned rates
will tend to lag behind market rates.
For the Investment Services segment, significant changes in equity markets can
impact revenues and the recoverability of deferred costs. See "Other Risks of
the Investment Services Segment" below.
Other Risks of the Insurance Segment. The Insurance Group's future sales of life
insurance and annuity products and financial planning services are dependent on
numerous factors including: successful implementation of the Company's strategy;
the intensity of competition from other insurance companies, banks and other
financial institutions; the impact of changes in regulatory requirements or
enforcement policies; conditions in the securities markets; the strength and
professionalism of distribution channels; the continued development of existing
and additional channels; the financial and claims-paying ratings of AXA
Equitable; its reputation and visibility in the market place; its ability to
develop, distribute and administer competitive products and services in a
timely, cost-effective manner; its ability to provide effective financial
planning services that meet its customers' expectations; its ability to obtain
reinsurance for certain products, the offering of which products depends upon
the ability to reinsure all or a substantial portion of the risks; its
investment management performance; and unanticipated changes in industry trends.
In addition, the Insurance Group's business may be adversely affected to the
extent that some or all of the third-party firms that distribute the Insurance
Group's products face heightened regulatory scrutiny and/or increased
regulation, particularly in connection with the types of products issued by the
Insurance Group. In this regard, regulators in Massachusetts have recently taken
action against subsidiaries of two banking organizations which are not part of
AXA Financial in connection with the sale of annuities to senior citizens.
In addition, the nature and extent of competition and the markets for products
sold by the Insurance Group may be materially affected by changes in laws and
regulations, including changes relating to savings, retirement funding and
taxation. Recent years' legislative tax changes have included, among other
items, changes to the taxation of corporate dividends and capital gains.
Management cannot predict what other proposals may be made, what legislation, if
any, may be introduced or enacted or what the effect of any such legislation
might be. See "Business - Regulation" contained in the 2004 Form 10-K.
The profitability of the Insurance Group depends on a number of factors
including: levels of gross operating expenses and the amount which can be
deferred as DAC and software capitalization; successful implementation of
expense-reduction initiatives; secular trends; increased costs and impact of
compliance, regulatory examinations and oversight; the ability to reach sales
targets for key products including the continuing market receptivity of its
variable annuity product, Accumulator(R) `04; the Company's mortality,
morbidity, persistency and claims experience; margins between investment results
from General Account Investment Assets and interest credited on individual
insurance and annuity products, which are subject to contractual minimum
guarantees; the level of claims and reserves on contracts with GMDB/GMIB and/or
other guaranteed features; the impact of related reinsurance and the
effectiveness of any program to hedge certain risks associated with such
features; the account balances against which policy fees are assessed on
universal and variable life insurance and variable annuity products; the pattern
of DAC amortization which is based on models involving numerous estimates and
subjective judgments including those regarding investment, mortality and expense
margins, expected market rates of return, lapse rates and anticipated surrender
charges; the adequacy of reserves and the extent to which subsequent experience
differs from management's estimates and assumptions, including future
reinvestment rates, used in determining those reserves; and the effects of any
future terrorist attacks and the results of the war on terrorism. In
establishing the amount of the liabilities and reserves of the Insurance Group
associated with the risks assumed in connection with reinsurance pools and
arrangements, the Insurance Group relies on the accuracy and timely delivery of
data and other information from ceding companies.
Recoverability of DAC is dependent on future contract cash flows (including
premiums and deposits, contract charges, benefits, surrenders, withdrawals, and
expenses), which can be affected by equity market and interest rate trends as
well as changes in contract persistency levels. The performance of General
Account Investment Assets depends, among other things, on levels of interest
rates and the markets for equity securities and real estate, the need
- 26 -
for asset valuation allowances and writedowns, and the performance of equity
investments that have created, and in the future may create, significant
volatility in investment income.
Other Risks of the Investment Services Segment. Alliance's revenues are largely
dependent on the total value and composition of assets under its management and
are, therefore, affected by the performance of financial markets, the investment
performance of sponsored investment products and separately managed accounts,
additions and withdrawals of assets, purchases and redemptions of mutual funds
and shifts of assets between accounts or products with different fee structures,
as well as general economic conditions, future acquisitions, competitive
conditions and government regulations, including tax rates. See "Results of
Continuing Operations by Segment - Investment Services" contained in the 2004
Form 10-K. Recently, a number of regulators have been focusing attention on
various practices in or affecting the investment management and/or mutual fund
industries, including, among others, late trading, market timing, revenue
sharing and directed brokerage. In December 2003, Alliance resolved regulatory
claims with the SEC and NYAG related to market timing in certain of its mutual
funds. Alliance's involvement in the market timing investigations and ongoing
litigation relating thereto, as well as other litigation, may have an adverse
effect on the Company's and Alliance's assets under management, including an
increase in mutual fund redemptions, and may cause or prolong general
reputational damage, both of which could adversely affect the Company's and
Alliance's results of operations.
Payments of sales commissions by Alliance to financial intermediaries in
connection with the sale of back-end load shares under Alliance's mutual fund
distribution system are capitalized as deferred sales commissions and amortized
over periods not exceeding five and one-half years, the periods of time during
which the deferred sales commission asset is expected to be recovered.
Contingent deferred sales charges ("CDSC") cash recoveries are recorded as
reductions of unamortized deferred sales commissions when received. The amount
recorded for the net deferred sales commission asset was $213.8 million at June
30, 2005. Payments of sales commissions made to financial intermediaries in
connection with the sale of back-end load shares under Alliance's mutual fund
distribution system, net of CDSC received of $11.5 million and $19.2 million,
totaled approximately $30.4 million and $24.6 million during the six months
ended June 30, 2005 and 2004, respectively.
Alliance's management tests the deferred sales commission asset for
recoverability quarterly, or monthly when events or changes in circumstances
occur that could significantly increase the risk of impairment of the asset. As
of June 30, 2005, Alliance's management determined that the deferred sales
commission asset was not impaired. If Alliance's management determines in the
future that the deferred sales commission asset is not recoverable, an
impairment condition would exist and a loss would be measured as the amount by
which the recorded amount of the asset exceeds its estimated fair value.
Estimated fair value is determined using Alliance management's best estimate of
future cash flows discounted to a present value amount.
Equity markets increased by approximately 1% during the three months ended June
30, 2005 and decreased by approximately 1% during the six months ended June 30,
2005, as measured by the change in the Standard & Poor's 500 Stock Index. Fixed
income markets increased by approximately 3% during both the three and six
months ended June 30, 2005 as measured by the change in the Lehman Brothers'
Aggregate Bond Index. The redemption rate for domestic back-end load shares,
adjusted for the closing of certain funds in conjunction with Alliance's fund
rationalization program, was approximately 27.4% and 26.5% during the three and
six month periods ended June 30, 2005, respectively. Declines in financial
markets or higher redemption levels, or both, as compared to the assumptions
used to estimate undiscounted future cash flows, could result in the impairment
of the deferred sales commission asset. Due to the volatility of the capital
markets and changes in redemption rates, Alliance's management is unable to
predict whether or when a future impairment of the deferred sales commission
asset might occur. Any impairment would reduce materially the recorded amount of
the deferred sales commission asset with a corresponding charge to earnings.
Other Discontinued Operations. The determination of the allowance for future
losses for the discontinued Wind-Up Annuities continues to involve numerous
estimates and subjective judgments including those regarding expected
performance of investment assets, asset reinvestment rates, ultimate mortality
experience and other factors that affect investment and benefit projections.
There can be no assurance the losses provided for will not differ from the
losses ultimately realized. To the extent actual results or future projections
of Other Discontinued Operations differ from management's current best estimates
underlying the allowance, the difference would be reflected as earnings or loss
from discontinued operations within the consolidated statements of earnings. In
particular, to the extent income, sales proceeds and holding periods for equity
real estate differ from management's previous assumptions, periodic adjustments
to the allowance are likely to result.
- 27 -
Disclosure and Internal Control System. There are inherent limitations in the
effectiveness of any system of disclosure and internal controls, including the
possibilities of faulty judgments in decision-making, simple error or mistake,
fraud, the circumvention of controls by individual acts or the collusion of two
or more people, or management override of controls. Accordingly, even an
effective disclosure and internal control system can provide only reasonable
assurance with respect to disclosures and financial statement preparation.
Furthermore, because of changes in conditions, the effectiveness of a disclosure
and internal control system may vary over time.
Technology and Information Systems. The Company's information systems are
central to, among other things, designing and pricing products, marketing and
selling products and services, processing policyholder and investor
transactions, client recordkeeping, communicating with retail sales associates,
employees and clients, and recording information for accounting and management
purposes in a secure and timely manner. These systems are maintained to provide
customer privacy and are tested to ensure the viability of business resumption
plans. Any significant difficulty associated with the operation of such systems,
or any material delay or inability to develop needed system capabilities, could
have a material adverse effect on the Company's results of operations and,
ultimately, its ability to achieve its strategic goals.
Legal Environment. A number of lawsuits have been filed against life and health
insurers and affiliated distribution companies involving insurers' sales
practices, alleged agent misconduct, failure to properly supervise agents and
other matters. Some of the lawsuits have resulted in the award of substantial
judgments against other insurers, including material amounts of punitive
damages, or in substantial settlements. In some states, juries have substantial
discretion in awarding punitive damages. AXA Financial's insurance subsidiaries
(including AXA Equitable) and related companies, like other life and health
insurers, are involved in such litigation and the results of operations and
financial position of AXA Financial and such insurance subsidiaries and related
companies could be affected by defense and settlement costs and any unexpected
material adverse outcomes in such litigations as well as in other material
litigations pending against them. The frequency of large damage awards,
including large punitive damage awards that bear little or no relation to actual
economic damages incurred by plaintiffs in some jurisdictions, continues to
create the potential for an unpredictable judgment in any given matter. In
addition, examinations by Federal and state regulators and other regulatory and
related agencies, including, among others, state attorneys general and insurance
and securities regulators, could result in adverse publicity, sanctions and
fines. In the last year, AXA Equitable, EQAT, Multimanager Trust, VIP Trust, AXA
Advisors, and AXA Distributors and other AXA Financial subsidiaries have
provided, or are in the process of providing, information and documents to the
SEC, the NASD and state attorneys general and insurance and securities
regulators on a wide variety of issues, including supervisory issues, market
timing, late trading, valuation, suitability, replacements and exchanges of
variable life insurance and annuities, finite risk reinsurance, collusive
bidding and other inappropriate solicitation activities, "revenue sharing" and
directed brokerage arrangements, investment company directed brokerage
arrangements, fund portfolio brokerage commissions, mutual fund sales and
marketing and "networking arrangements". At this time, management cannot predict
what other actions the SEC, the NASD and/or other regulators may take or what
the impact of such actions might be. Fines and other sanctions could result from
pending regulatory matters. For further information, see "Business - Regulation"
and "Legal Proceedings," contained in the 2004 Form 10-K and herein.
Future Accounting Pronouncements. In the future, new accounting pronouncements,
as well as new interpretations of accounting pronouncements, may have material
effects on the Company's consolidated statements of earnings and shareholder's
equity. See Note 2 of Notes to Consolidated Financial Statements in the 2004
Form 10-K for pronouncements issued but not effective at December 31, 2004.
Regulation. The businesses conducted by AXA Financial's subsidiaries, including
AXA Equitable, are subject to extensive regulation and supervision by state
insurance departments and Federal and state agencies regulating, among other
things, insurance and annuities, securities transactions, investment companies,
investment advisors and anti-money laundering compliance programs. The
activities of the Insurance Group are subject to the supervision of the
insurance regulators of each of the 50 states, the District of Columbia and
Puerto Rico. Changes in the regulatory environment, including increased activism
by state attorneys general, insurance commissioners and securities regulators,
could have a material impact on operations and results. See "Business -
Regulation" contained in the 2004 Form 10-K.
In addition to the foregoing, Federal and state authorities are continuing to
investigate various practices of insurers, principally in the property and
casualty and related businesses (including general insurance lines), as well as
the purchase or sale of nontraditional insurance products including finite risk
reinsurance. While AXA Financial's insurance company subsidiaries do not have
any material non-life insurance operations, other subsidiaries and affiliates of
AXA Financial's parent, AXA, are involved in these areas and have received
various inquiries and
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requests for information from Federal and state authorities, to which they are
in the process of responding. These AXA subsidiaries and affiliates intend to
fully cooperate with these Federal and state authorities. While, at this time,
AXA Financial is unable to predict what actions, if any, regulators may take
against any of these affiliated entities, any negative publicity associated with
the AXA brand name generated by these inquiries (or by any actions or sanctions
that may arise in connection with them) may result in general reputational
damage to AXA Equitable, which could adversely affect AXA Equitable's results of
operations.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted pursuant to General Instruction H to Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of June 30, 2005. Based on that
evaluation, management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures are effective. No change in the Company's internal control over
financial reporting occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 11 of Notes to Consolidated Financial Statements
contained herein. Except as disclosed in Note 11 of Notes to
Consolidated Financial Statements, there have been no new
material legal proceedings and no new material developments in
legal proceedings previously reported in the 2004 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Number Description and Method of Filing
------------ -------------------------------------------------------
31.1 Section 302 Certification made by the Registrant's
Chief Executive Officer, filed herewith
31.2 Section 302 Certification made by the Registrant's
Chief Financial Officer, filed herewith
32.1 Section 906 Certification made by the Registrant's
Chief Executive Officer, filed herewith
32.2 Section 906 Certification made by the Registrant's
Chief Financial Officer, filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AXA
Equitable Life Insurance Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: August 15, 2005 AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Stanley B. Tulin
----------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman of the Board and
Chief Financial Officer
Date: August 15, 2005 /s/ Richard Dziadzio
----------------------------------------
Name: Richard Dziadzio
Title: Executive Vice President
Date: August 15, 2005 /s/ Alvin H. Fenichel
----------------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
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