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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One) FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-25280
AXA EQUITABLE LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York 13-5570651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas, New York, New York 10104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 554-1234
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ----------------------------------- ------------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $1.25 Per Share)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [X]
No voting or non-voting common equity of the registrant is held by
non-affiliates of the registrant as of June 30, 2005.
As of March 16, 2006, 2,000,000 shares of the registrant's Common Stock were
outstanding.
REDUCED DISCLOSURE FORMAT:
Registrant meets the conditions set forth in General Instruction (I)(1)(a)
and (b) of Form 10-K and is therefore filing this form with the Reduced
Disclosure Format.
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TABLE OF CONTENTS
Part I Page
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Item 1. Business........................................................................ 1-1
Overview........................................................................ 1-1
Segment Information............................................................. 1-1
Wind-up Annuities............................................................... 1-6
General Account Investment Portfolio............................................ 1-6
Employees....................................................................... 1-6
Competition..................................................................... 1-7
Regulation...................................................................... 1-7
Parent Company.................................................................. 1-10
Other Information............................................................... 1-11
Item 1A. Risk Factors.................................................................... 1A-1
Item 1B. Unresolved Staff Comments....................................................... 1B-1
Item 2. Properties...................................................................... 2-1
Item 3. Legal Proceedings............................................................... 3-1
Item 4. Submission of Matters to a Vote of Security Holders*............................ 4-1
Part II
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities........................................ 5-1
Item 6. Selected Financial Data*........................................................ 6-1
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ("Management Narrative")............................... 7-1
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................... 7A-1
Item 8. Financial Statements and Supplementary Data..................................... FS-1
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure......................................................... 9-1
Item 9A Controls and Procedures......................................................... 9A-1
Item 9B. Other Information............................................................... 9B-1
Part III
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Item 10. Directors and Executive Officers of the Registrant*............................. 10-1
Item 11. Executive Compensation*......................................................... 11-1
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters*............................................. 12-1
Item 13. Certain Relationships and Related Transactions*................................. 13-1
Item 14. Principal Accounting Fees and Services.......................................... 14-1
Part IV
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Item 15. Exhibits, Financial Statement Schedules ........................................ 15-1
Signatures ................................................................................ S-1
Index to Exhibits ................................................................................ E-1
*Omitted pursuant to General Instruction I to Form 10-K
i
FORWARD-LOOKING STATEMENTS
Some of the statements made in this report, including statements made in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", may constitute forward-looking statements. Forward-looking
statements include, among other things, discussions concerning potential
exposure of AXA Equitable Life Insurance Company and its subsidiaries 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," "plans," "expects,"
"projects," "should," "probably," "risk," "target," "goals," "objectives," or
similar expressions. AXA Equitable Life Insurance Company claims the protection
afforded by the safe harbor for forward-looking statements contained in Section
21E of the Securities Exchange Act of 1934, 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. Forward-looking statements
are not a guarantee of future performance. Actual results could differ
materially from those anticipated by forward-looking statements due to a number
of important factors, including those discussed under "Risk Factors" and
elsewhere in this report.
ii
PART I, ITEM 1.
BUSINESS(1)
OVERVIEW
AXA Equitable, established in the State of New York in 1859, is among the
largest life insurance companies in the United States, with approximately 2.3
million insurance policies and contracts in force as of December 31, 2005. AXA
Equitable is part of a diversified financial services organization offering a
broad spectrum of financial advisory, insurance and investment management
services. Together with its affiliates, including AllianceBernstein (as defined
below), the Company is one of the world's largest asset managers, with total
assets under management of approximately $643.44 billion at December 31, 2005,
of which approximately $578.55 billion were assets under management at
AllianceBernstein. AXA Equitable's insurance business, conducted principally by
AXA Equitable and its subsidiaries, AXA Life and AXA Distributors, is reported
in the Insurance segment. The Investment Management segment is comprised
principally of the investment management business of AllianceBernstein L.P.
(formerly Alliance Capital Management L.P.), a Delaware limited partnership, and
its subsidiaries (collectively, "AllianceBernstein"). AllianceBernstein is a
leading global investment management firm. For additional information on AXA
Equitable's business segments, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Results Of Continuing Operations
By Segment" and Note 19 of Notes to Consolidated Financial Statements. Since AXA
Equitable's demutualization in 1992, it has been a wholly owned subsidiary of
AXA Financial. AXA Financial is a wholly owned subsidiary of AXA, a French
holding company for an international group of insurance and related financial
services companies. AXA is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and files
annual reports on Form 20-F. For additional information regarding AXA, see
"Parent Company".
SEGMENT INFORMATION
INSURANCE
The Insurance Group offers a variety of traditional, variable and
interest-sensitive life insurance products, variable and fixed-interest annuity
products, mutual funds and other investment products and asset management and
other services principally to individuals and small and medium-size businesses.
It also administers traditional participating group annuity contracts, generally
for corporate qualified pension plans, and association plans that provide full
service retirement programs for individuals affiliated with professional and
trade associations. The Insurance segment, which also includes Separate Accounts
for individual and group life insurance and annuity products, accounted for
approximately $5.77 billion (or 64.5%) of total revenues, after intersegment
eliminations, for the year ended December 31, 2005.
Insurance segment products are offered on a retail basis in all 50 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands by financial
professionals associated with AXA Advisors, an affiliated broker-dealer, and AXA
Network, an affiliated insurance general agency. AXA Distributors, a
broker-dealer and insurance general agency subsidiary of AXA Equitable,
distributes the Insurance Group's products on a wholesale basis in all 50
states, the District of Columbia and Puerto Rico through national and regional
securities firms, independent financial
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(1) As used in this Form 10-K, the term "AXA Equitable" refers to AXA Equitable
Life Insurance Company (formerly The Equitable Life Assurance Society of the
United States), a New York stock life insurance corporation, "AXA Financial"
refers to AXA Financial, Inc., a Delaware corporation incorporated in 1991, "AXA
Financial Group" refers to AXA Financial and its consolidated subsidiaries,
and the "Company" refers to AXA Equitable and its consolidated subsidiaries. The
term "Insurance Group" refers collectively to AXA Equitable and AXA Life and
Annuity Company ("AXA Life"). The term "AXA Distributors" refers to AXA
Distributors, LLC and its subsidiaries, "AXA Advisors" refers to AXA Advisors,
LLC, a Delaware limited liability company, and "AXA Network" refers to AXA
Network, LLC, a Delaware limited liability company and its subsidiaries. The
term "General Account" refers to the assets held in the respective general
accounts of AXA Equitable and AXA Life and all of the investment assets held in
certain of AXA Equitable's separate accounts on which the Insurance Group bears
the investment risk. The term "Separate Accounts" refers to the Separate Account
investment assets of AXA Equitable excluding the assets held in those separate
accounts on which the Insurance Group bears the investment risk. The term
"General Account Investment Assets" refers to assets held in the General Account
associated with the Insurance Group's continuing operations (which includes the
Closed Blocks described below) and does not include assets held in the General
Account associated primarily with the Insurance Group's discontinued Wind-up
Annuity line of business ("Wind-up Annuities").
1-1
planning and other broker-dealers, banks and brokerage general agencies.
Association pension plans are marketed directly to clients by the Insurance
Group.
For additional information on this segment, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results Of
Continuing Operations By Segment - Insurance", Note 19 of Notes to Consolidated
Financial Statements, as well as "- Employees", " - Competition" and "
- -Regulation".
PRODUCTS
VARIABLE ANNUITIES AND VARIABLE LIFE INSURANCE. The Insurance Group is among the
country's leading issuers of variable annuity and variable life insurance
products. Variable annuity and variable life insurance products offer purchasers
the opportunity to invest some or all of their account values in various
Separate Account investment options.
Variable annuity products accounted for 76.9% of the Insurance Group's total
premiums and deposits in 2005. Variable annuity products offered by the
Insurance Group principally include deferred variable annuities sold in the
individual (non-qualified) markets, as individual retirement annuities, in
public school systems as tax sheltered annuities and as group annuities in the
employer-sponsored retirement plan markets. A significant portion of the
variable annuities sold by the Insurance Group offer one or more enhanced
guarantee features in addition to the standard return of principal death benefit
guarantee. Such enhanced guarantee features may include an enhanced guaranteed
minimum death benefit ("GMDB") and/or guaranteed minimum living benefits.
Guaranteed minimum living benefits include guaranteed minimum income benefits
("GMIB"), guaranteed minimum accumulation benefits and guaranteed minimum
withdrawal benefits ("GMWB"). For additional information regarding these
guaranteed minimum benefit features, see Notes 2, 9, 12 and 14 of Notes to
Consolidated Financial Statements.
Variable life insurance products accounted for 8.5% of the Insurance Group's
total premiums and deposits in 2005. Variable life insurance products offered by
the Insurance Group include single-life products, second-to-die policies (which
pay death benefits following the death of both insureds) and products for the
corporate-owned life insurance ("COLI") market.
As noted above, variable annuity and variable life products offer purchasers the
opportunity to direct the investment of their account values into various
Separate Account investment options. Over the past five years, Separate Account
assets for individual variable life insurance policies and variable annuities
have increased by $25.31 billion to $64.97 billion at December 31, 2005. Of this
year-end amount, approximately $44.12 billion was invested through EQ Advisors
Trust ("EQAT") and approximately $18.39 billion was invested through AXA Premier
VIP Trust ("VIP Trust"). EQAT and VIP Trust are mutual funds for which AXA
Equitable serves as Investment Manager and Administrator. The balances of such
Separate Account assets are invested through various other mutual funds for
which third parties serve as investment manager.
EQAT is a mutual fund offering variable life and annuity contractholders a
choice of single-advisor equity, bond and money market investment portfolios
that are available in the Insurance Group's variable life and annuity products.
Day-to-day portfolio management services for each investment portfolio are
provided, on a subadvisory basis, by various affiliated and unaffiliated
investment subadvisors. AllianceBernstein provided investment advisory services
to investment portfolios representing approximately 50% of the total assets in
EQAT portfolios at December 31, 2005 and unaffiliated investment subadvisors
provided investment advisory services in respect of the balance of the assets in
EQAT portfolios.
VIP Trust is a mutual fund offering variable life and annuity contractholders a
choice of multi-advisor equity and bond investment portfolios, as well as asset
allocation portfolios that invest exclusively in other portfolios of EQAT and/or
VIP Trust. Day-to-day portfolio management services for each investment
portfolio are provided, on a subadvisory basis, by various affiliated and
unaffiliated investment subadvisors. AllianceBernstein and AXA Rosenberg
Investment Management LLC, an AXA affiliate, provided investment advisory
services in respect of investment portfolios representing approximately 9.0% of
the total assets in the VIP Trust portfolios at December 31, 2005 and
unaffiliated investment subadvisors provided investment advisory services in
respect of the balance of the assets in the VIP Trust portfolios.
The continued growth of third-party assets under management remains a strategic
objective of the Insurance Group, which seeks to increase the percentage of its
income that is fee-based and derived from managing funds, including Separate
Account assets, for its clients (who bear the investment risk and reward).
1-2
FIXED ANNUITIES AND FIXED LIFE INSURANCE. In addition to variable annuity and
variable life insurance products, the Insurance Group issues a variety of fixed
annuity products, including individual single premium deferred annuities, which
credit an initial and subsequent annually declared interest rate, and payout
annuity products, including traditional immediate annuities. Fixed annuity
products accounted for 2.1% of the Insurance Group's total premium and deposits
in 2005.
The Insurance Group also issues an array of traditional and interest-sensitive
life insurance products, including whole life, universal life, term life and
level premium term life insurance. Traditional and interest-sensitive life
insurance products accounted for 8.2% of the Insurance Group's total premium and
deposits in 2005 and represent an increasingly significant product line for the
Insurance Group.
RETAIL MUTUAL FUNDS. The Financial/Advisory/Insurance Group also sponsors
various retail mutual funds.
AXA Enterprise Multimanager Funds Trust (formerly AXA Premier Funds Trust)
("Multimanager Trust") is a retail multi-manager mutual fund consisting of
equity and bond investment portfolios, as well as asset allocation portfolios
that invest exclusively in other retail funds managed by AXA Equitable or
Enterprise Capital Management, Inc. ("Enterprise Capital"), a subsidiary of AXA
Financial. At December 31, 2005, Multimanager Trust had total assets of $484
million. AXA Equitable serves as the Investment Manager and Administrator of
Multimanager Trust. Day-to-day portfolio management services for each investment
portfolio are provided, on a subadvisory basis, by various affiliated and
unaffiliated investment advisors. AllianceBernstein and AXA Rosenberg Investment
Management LLC provided investment advisory services to investment portfolios
representing approximately 13% of the total assets in Multimanager Trust
portfolios at December 31, 2005 and unaffiliated investment subadvisors provided
investment advisory services in respect of the balance of the assets in the
Multimanager Trust portfolios.
AXA Enterprise Funds Trust ("AEFT") is a retail mutual fund consisting of
equity, bond and money market funds. At December 31, 2005, AEFT had total assets
of $2.57 billion. AXA Equitable serves as investment manager and administrator
to AEFT. Day-to-day portfolio management services for each investment portfolio
are provided, on a subadvisory basis, by various affiliated and unaffiliated
subadvisors. AllianceBernstein provided investment advisory services to
investment portfolios representing approximately 1.7% of the total assets in
AEFT at December 31, 2005 and unaffiliated investment subadvisors provided
investment advisory services to the balance of the assets in the AEFT
portfolios.
For additional information on assets under management, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Results of Continuing Operations by Segment" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Assets Under
Management".
MARKETS. The Insurance Group targets primarily affluent and emerging affluent
individuals such as professionals and business owners, as well as employees of
public schools, universities, not-for-profit entities and certain other
tax-exempt organizations, and existing customers. Variable annuity products are
targeted at individuals saving for retirement, seeking retirement income (using
either qualified programs, such as individual retirement annuities, or
non-qualified investments) or seeking the enhanced guarantees offered in these
products, as well as employers (including, among others, educational and
not-for-profit entities, and small and medium-sized businesses) seeking to offer
retirement savings programs such as 401(k) or 403(b) plans. Variable and
interest-sensitive life insurance is targeted at individuals in middle-to-upper
income levels for protection and estate planning purposes, and at business
owners to assist in, among other things, business continuation planning and
funding for executive benefits. Mutual funds and other investment products are
intended for a broad spectrum of clients to meet a variety of asset accumulation
and investment needs. Mutual funds and their investment products add breadth and
depth to the range of products the Insurance Group is able to provide.
DISTRIBUTION. The Insurance Group distributes its annuity, life insurance and
mutual fund products directly to the public through financial professionals
associated with AXA Advisors and AXA Network. These financial professionals also
have access to and can offer a broad array of annuity, life insurance and
investment products and services from unaffiliated insurers and other financial
services providers. As of December 31, 2005, approximately 5,980 financial
professionals were associated with AXA Advisors and AXA Network.
AXA Equitable has entered into agreements pursuant to which it compensates AXA
Advisors and AXA Network for distributing and servicing AXA Equitable's
products. The agreements provide that compensation will not exceed any
limitations imposed by applicable law. Under these agreements, AXA Equitable
provides to each of AXA
1-3
Advisors and AXA Network personnel, property, and services reasonably necessary
for their operations. AXA Advisors and AXA Network reimburse AXA Equitable for
their actual costs (direct and indirect) and expenses under the respective
agreements.
The Insurance Group also distributes its annuity and life insurance products on
a wholesale basis through AXA Distributors. AXA Distributors distributes the
Insurance Group's annuity products through third-party national and regional
securities firms, independent financial planning and other broker-dealers and
banks. Sales of annuities through AXA Distributors accounted for 41.6% of the
Insurance Group's total premiums and deposits in 2005. AXA Distributors also
distributes the Insurance Group's life insurance products through third-party
brokerage general agencies. Sales of life insurance through AXA Distributors
accounted for 0.8% of the Insurance Group's total premiums and deposits in 2005.
Sales of life insurance through AXA Distributors increased significantly in
2005. The Insurance Group believes that a portion of such increase was
attributable to certain sales of life insurance policies instigated and/or
financed by persons or entities with no relationship to the insured, with the
expectation that such persons or entities will eventually acquire the policies
from the insured as an investment. Due in part to the potential for adverse
selection in these circumstances, the profitability of such sales may be lower
than the Insurance Group might otherwise expect from sales to typical
non-investor purchasers. Based on a review of a sampling of 2005 life insurance
sales, however, management does not believe that any sales to date to persons or
entities with no relationship to the insured will have a significant impact on
the future profitability of the Insurance Group. Nevertheless, to help protect
its product profit margin targets with regard to future sales and to evidence
its concern over the appropriateness, from a public policy perspective, of the
sales described above, the Insurance Group is implementing changes to certain of
its commission rates and underwriting practices. These steps are expected to
slow the rate of growth of (or may in fact reduce somewhat) sales of life
insurance through AXA Distributors in 2006.
Enterprise Fund Distributors, Inc. ("EFD"), an affiliate of AXA Equitable,
serves as the principal underwriter of retail mutual funds sponsored by the
Insurance Group. EFD has selling agreements with AXA Advisors as well as
third-party national and regional securities firms, independent financial
planning and other broker-dealers and banks. AXA Advisors and two major national
securities firms were responsible for approximately 16.7%, 10.8% and 9.9%,
respectively, of EFD's 2005 sales.
REINSURANCE AND HEDGING. In 2005, the Insurance Group retained up to a maximum
of $25 million of risk on single-life policies and $30 million of risk on
second-to-die policies. For amounts issued in excess of those limits, the
Insurance Group obtained reinsurance from unaffiliated third parties. The
reinsurance arrangements obligate the reinsurer to pay a portion of any death
claim in excess of the amount retained by the Insurance Group in exchange for an
agreed-upon premium. A contingent liability exists with respect to reinsurance
ceded should the reinsurers be unable to meet their obligations. The Insurance
Group evaluates the financial condition of its reinsurers in an effort to
minimize its exposure to significant losses from reinsurer insolvencies. The
Insurance Group is not a party to any risk reinsurance arrangement with any
reinsurer pursuant to which the amount of reserves on reinsurance ceded to such
reinsurer equals more than 3.3% of the total policy life reserves of the
Insurance Group (including Separate Accounts).
The Insurance Group also reinsures a percentage of its exposure on variable
annuity products that offer a GMIB feature and/or GMDB features. At December 31,
2005, the Insurance Group had reinsured, subject to certain maximum amounts or
caps in any one period, approximately 74.8% of its net amount at risk resulting
from the GMIB feature and approximately 29.7% of its net amount at risk to the
GMDB obligation on annuity contracts in force as of December 31, 2005. The
Insurance Group has adopted certain hedging strategies that are designed to
reduce exposure to GMIB, GMDB and GMWB liabilities.
For additional information about reinsurance and hedging implemented by the
Insurance Group, see "Quantitative and Qualitative Disclosures about Market
Risk" and Notes 2, 9, 12 and 14 of Notes to Consolidated Financial Statements.
The Insurance Group also acts as a retrocessionaire by assuming life reinsurance
from reinsurers. Mortality risk through reinsurance assumed is managed using the
same corporate retention limits noted above (i.e., $25 million on single-life
policies and $30 million on second-to-die policies), although, in practice, the
Insurance Group is currently using lower internal retention limits for life
reinsurance assumed. The Insurance Group has also assumed accident, health,
aviation and space risks by participating in or reinsuring various reinsurance
pools and arrangements. The Insurance Group generally discontinued its
participation in new accident, health, aviation and space reinsurance
1-4
pools and arrangements for years following 2000, but continues to be exposed to
claims in connection with pools it participated in prior to that time. The
Insurance Group is in the process of auditing or otherwise reviewing the records
of many of these reinsurance pools and arrangements as part of its ongoing
efforts to manage its claims risk.
INVESTMENT SERVICES
GENERAL. The Investment Services segment is principally comprised of the
investment management business of AllianceBernstein. AllianceBernstein offers a
broad range of investment products and services to its clients, including the
following: (a) to its institutional clients, including unaffiliated corporate
and public employee pension funds, endowment funds, domestic and foreign
institutions and governments and various affiliates, AllianceBernstein offers
separately managed accounts, sub-advisory relationships, structured products,
group trusts, mutual funds and other investment vehicles, (b) to its retail
clients, AllianceBernstein offers retail mutual funds sponsored by
AllianceBernstein, its subsidiaries and affiliated joint venture companies,
sub-advisory relationships in respect of mutual funds sponsored by third
parties, separately managed account programs that are sponsored by registered
broker-dealers and other investment vehicles, (c) to its private clients,
including high-net-worth individuals, trusts and estates, charitable
foundations, partnerships, private and family corporations and other entities,
AllianceBernstein offers separately managed accounts, hedge funds, mutual funds
and other investment vehicles, and (d) to its institutional investors seeking
institutional research, AllianceBernstein offers in-depth research, portfolio
strategy, trading and brokerage-related services.
AllianceBernstein's portfolio managers oversee a number of different types of
investment products within various vehicles and strategies. AllianceBersnstein's
investment strategies include: (a) growth and value equity, the two predominant
equity strategies, (b) blend, combining growth and value equity components and
systematic rebalancing between the two, (c) fixed income, including both taxable
and tax-exempt securities, (d) balanced, combining equity and fixed income
components, and (e) passive, including both index and enhanced index strategies.
The Investment Services segment in 2005 accounted for approximately $3.27
billion (or 36.5%) of total revenues, after intersegment eliminations. As of
December 31, 2005, AllianceBernstein had approximately $578.55 billion in assets
under management including approximately $358.55 billion from institutional
investors, approximately $145.13 billion from retail mutual fund accounts and
approximately $74.87 billion from private clients. As of December 31, 2005,
assets of AXA, AXA Financial and the Insurance Group, including investments in
EQAT, VIP Trust, Multimanager Trust and AEFT, represented approximately 18.6% of
AllianceBernstein's total assets under management, and fees and other charges
for the management of those assets accounted for approximately 7.2% of
AllianceBernstein's total revenues. The Investment Services segment continues to
add third-party assets under management, and to provide asset management
services to the Insurance Group.
INTEREST IN ALLIANCEBERNSTEIN. In October 2000, AllianceBernstein L.P acquired
SCB Inc., formerly known as Sanford C. Bernstein, Inc. ("Bernstein"). In
connection with this acquisition (the "Bernstein Acquisition"), Bernstein and
SCB Partners Inc. were granted the right to sell limited partnership interests
in AllianceBernstein L.P ("AllianceBernstein Units") to AXA Financial or an
entity designated by AXA Financial (the "AllianceBernstein Put"). Since November
2002, AXA Financial, either directly or indirectly through wholly owned
subsidiaries, has acquired a total of 24.48 million AllianceBernstein L.P. Units
for an aggregate purchase price of approximately $885.4 million through several
purchases made pursuant to the AllianceBernstein Put. After giving effect to the
Bernstein Acquisition and such subsequent purchases, AXA Financial Group's
consolidated economic interest in AllianceBernstein L.P. as of December 31, 2005
was approximately 61.1%, including the general partnership interest held
indirectly by AXA Equitable as the sole shareholder of the general partner of
AllianceBernstein Holding L.P. ("AllianceBernstein Holding"), and
AllianceBernstein L.P. As of December 31, 2005, on a stand alone basis, the
Company's economic interest in AllianceBernstein L.P. was approximately 46.2%.
For additional information about AllianceBernstein, including its results of
operations, see "Business - Regulation" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results Of
Continuing Operations By Segment - Investment Services" and AllianceBernstein
L.P.'s Annual Report on Form 10-K for the year ended December 31, 2005.
1-5
WIND-UP ANNUITIES
Wind-up Annuities include certain pension operations consisting of group
non-participating wind-up annuity products. At December 31, 2005, approximately
$817.2 million of contractholder liabilities were outstanding. For additional
information about Wind-up Annuities, see Notes 2 and 8 of Notes to Consolidated
Financial Statements.
GENERAL ACCOUNT INVESTMENT PORTFOLIO
GENERAL. The General Account consists of a diversified portfolio of principally
fixed-income investments.
The following table summarizes General Account Investment Assets of the
Insurance Group by asset category at December 31, 2005:
INSURANCE GROUP
GENERAL ACCOUNT INVESTMENT ASSETS
NET AMORTIZED COST (1)
(DOLLARS IN MILLIONS)
AMOUNT % OF TOTAL
------------------ -----------------
Fixed maturities (2)................... $ 29,869.7 75.8%
Mortgages.............................. 3,242.3 8.2
Equity real estate..................... 645.2 1.7
Other equity investments............... 1,150.1 2.9
Policy loans........................... 3,944.9 10.0
Cash and short-term investments (3).... 547.3 1.4
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Total.................................. $ 39,399.5 100.0%
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(1) Net Amortized Cost is the cost of the General Account Investment Assets
(adjusted for impairments in value deemed to be other than temporary, if
any) less depreciation and amortization, where applicable, and less
valuation allowances on mortgage and real estate portfolios.
(2) Excludes net unrealized gains of $973.2 million on fixed maturities
classified as available for sale. Fixed maturities include approximately
$753.8 million net amortized cost of below investment grade securities.
(3) Comprised of "Cash and cash equivalents" and short-term investments
included within the "Other invested assets" caption on the consolidated
balance sheet.
The Insurance Group has an asset/liability management approach with separate
investment objectives for specific classes of product liabilities, such as
insurance, annuity and group pension. The Insurance Group has investment
guidelines for each product line that form the basis for investment strategies
to manage such product line's investment return and liquidity requirements,
consistent with management's overall investment objectives for the General
Account Investment Portfolio. Investments frequently meet the investment
objectives of more than one class of product liabilities; each such class may be
allocated a pro rata interest in such investments and the returns therefrom.
INVESTMENT SURVEILLANCE. As part of the Insurance Group's investment management
process, management, with the assistance of its investment advisors, constantly
monitors General Account investment performance. This internal review process
culminates with a quarterly review of assets by the Insurance Group's
Surveillance Committee that evaluates whether any investments are other than
temporarily impaired and whether specific investments should be put on an
interest non-accrual basis.
EMPLOYEES
As of December 31, 2005, the Insurance Group had approximately 5,590 full-time
employees and AllianceBernstein had approximately 4,312 full-time employees.
1-6
COMPETITION
INSURANCE GROUP. There is strong competition among insurers, banks, brokerage
firms and other financial institutions and providers seeking clients for the
types of products and services provided by the Insurance Group, including
insurance, annuity and other investment products and services. Competition is
particularly intense among a broad range of financial institutions and other
financial service providers for retirement and other savings dollars. The
principal competitive factors affecting the Insurance Group's business are
financial and claims-paying ratings; access to diversified sources of
distribution; size and scale; product quality, range, features/functionality and
price; crediting rates on fixed products; visibility and brand recognition in
the marketplace; reputation and quality of service; and, with respect to
variable insurance and annuity products, mutual funds and other investment
products, investment management performance.
As noted above, ratings are an important factor in establishing the competitive
position of insurance companies. As of March 16, 2006, the financial strength or
claims-paying rating of AXA Equitable was "AA-" from Standard & Poor's
Corporation (4th highest of 21 ratings; with positive outlook), "Aa3" from
Moody's Investors Service (4th highest of 21 ratings; with stable outlook), "A+"
from A.M. Best Company, Inc. (2nd highest of 15 ratings; with stable outlook),
and "AA" from Fitch Investors Service, L.P. (3rd highest of 24 ratings; with
stable outlook).
INVESTMENT SERVICES. The financial services business is intensely competitive
and new entrants are continually attracted to it. No single or small group of
competitors is dominant in the industry. AllianceBernstein competes in all
aspects of its business with numerous investment management firms, mutual fund
complexes, brokerage and investment banking firms, insurance companies, banks,
savings and loan associations, and other financial institutions that often
provide investment products that have similar features and objectives as those
AllianceBernstein offers. AllianceBernstein's competitors offer a wide range of
financial services to the same customers that AllianceBernstein seeks to serve.
Some of AllianceBernstein's competitors are larger, have a broader range of
product choices and investment capabilities, conduct business in more markets,
and have substantially greater resources than AllianceBernstein does. These
factors may place AllianceBernstein at a competitive disadvantage. To grow its
business, AllianceBernstein must be able to compete effectively for assets under
management. Key competitive factors include (i) AllianceBernstein's commitment
to place the interests of its clients first; (ii) the quality of
AllianceBernstein's research; (iii) AllianceBernstein's investment performance;
(iv) the array of investment products AllianceBernstein offers; (v) the fees
AllianceBernstein charges; (vi) AllianceBernstein's ability to further develop
and market its brand; and (vii) AllianceBernstein's global presence.
AXA, AXA Equitable and certain of their direct and indirect subsidiaries offer
financial services, some of which compete with those offered by
AllianceBernstein. AllianceBernstein L.P.'s partnership agreement specifically
allows AXA Equitable and its subsidiaries (other than the general partner of
AllianceBernstein L.P.) to compete with AllianceBernstein. AXA has substantially
greater resources than AllianceBernstein does and is not obligated to provide
resources to AllianceBernstein.
REGULATION
INSURANCE SUPERVISION. Members of the Insurance Group are licensed to transact
insurance business in, and are subject to extensive regulation and supervision
by, insurance regulators in all 50 states of the United States, the District of
Columbia, Puerto Rico, the U.S. Virgin Islands and nine of Canada's twelve
provinces and territories. AXA Equitable is domiciled in New York and is
primarily regulated by the Superintendent (the "Superintendent") of the New York
Insurance Department (the "NYID"). AXA Life is domiciled in Colorado and is
primarily regulated by the Commissioner of Insurance of the Colorado Division of
Insurance. The extent of state regulation varies, but most jurisdictions have
laws and regulations governing sales practices, standards of solvency, levels of
reserves, risk-based capital, permitted types and concentrations of investments,
and business conduct to be maintained by insurance companies as well as agent
licensing, approval of policy forms and, for certain lines of insurance,
approval or filing of rates. Additionally, the New York Insurance Law limits
sales commissions and certain other marketing expenses that may be incurred by
AXA Equitable. Each of AXA Equitable and AXA Life is required to file detailed
annual financial statements, prepared on a statutory accounting basis, with
supervisory agencies in each of the jurisdictions in which it does business.
Such agencies may conduct regular or targeted examinations of the operations and
accounts of members of the Insurance Group, and make requests for particular
information from them. In recent years, the insurance industry has seen an
increase in inquiries from state attorneys general and insurance commissioners
regarding compliance with certain state insurance and securities laws. For
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example, certain attorneys general and insurance commissioners have requested
information from the Insurance Group and insurance companies regarding collusive
bidding, revenue sharing and market timing practices and practices associated
with replacements and exchanges of life insurance and annuities.
HOLDING COMPANY AND SHAREHOLDER DIVIDEND REGULATION. Several states, including
New York, regulate transactions between an insurer and its affiliates under
insurance holding company acts. These acts contain certain reporting
requirements and restrictions on provision of services and on transactions, such
as intercompany service agreements, asset transfers, reinsurance, loans and
shareholder dividend payments by insurers. Depending on their size, such
transactions and payments may be subject to prior notice to, or approval by, the
insurance department of the applicable state. In 2005, AXA Equitable paid an
aggregate of $500 million in shareholder dividends.
STATUTORY SURPLUS AND CAPITAL. Insurance regulators have the discretionary
authority to limit or prohibit new issuances of business to policyholders within
their jurisdiction when, in their judgment, such regulators determine that the
issuing company is not maintaining adequate statutory surplus or capital.
FEDERAL TAX INITIATIVES. Although the Federal government generally does not
directly regulate the insurance business, many Federal tax laws affect the
business in a variety of ways. There are a number of existing, newly enacted or
recently proposed Federal tax initiatives that may significantly affect the
Insurance Group. In June 2001, legislation was enacted which, among other
things, provides several years of lower rates for estate, gift and generation
skipping taxes ("GST") as well as one year of estate and GST repeal (in 2010)
before a return to 2001 law for the year 2011 and thereafter. Legislation has
been proposed regarding extending or making permanent the repeal of the estate
and generation skipping taxes. If enacted, this legislation would have an
adverse impact on sales and surrenders of life insurance in connection with
estate planning. Other provisions of the 2001 legislation increased amounts
which may be contributed to tax qualified retirement plans and allowed increased
funding levels for tax qualified retirement products. In 2003, reductions in
income tax rates on long-term capital gains and qualifying corporate dividends
were enacted which adversely impacted the attractiveness of cash value life
insurance and annuity products relative to other investment alternatives that
may qualify for these lower rates. While set to expire, there are proposals to
extend or make such reduced rates permanent. Other provisions of recently
enacted and proposed legislation and Treasury regulations relate to the business
use of life insurance, split-dollar arrangements, creation of new tax favored
savings accounts and modifications to nonqualified deferred compensation plan
and qualified plan (including tax sheltered annuities) rules. These provisions,
to the extent enacted, could adversely affect the sale of life insurance to
businesses, as well as the attractiveness of qualified plan arrangements, cash
value life insurance and annuities. The U.S. Congress may also consider
proposals such as Social Security reform or comprehensive overhaul of the
Federal tax law (whether in response to recommendations of a Presidential
Advisory Panel on Federal Tax Reform or otherwise), which, if enacted, could
adversely impact the attractiveness of cash value life insurance, annuities and
tax qualified retirement products. The President's Advisory Panel on Federal Tax
Reform recently announced its tax reform options. If enacted by Congress, these
options would make sweeping changes to many longstanding tax rules. These
changes would include the creation of new tax-favored savings accounts that
would replace many existing qualified plan arrangements and would eliminate
certain tax benefits currently available to cash value life insurance and
deferred annuity products by annually taxing any withdrawable cash value
build-up in such products. Management believes that the enactment of these
options into law in their current or similar form would adversely affect sales,
funding and persistency of cash value life insurance and deferred annuity
products. Management cannot predict what, if any, legislation will actually be
proposed or enacted based on these options or what other proposals or
legislation, if any, may be introduced or enacted relating to the Company's
business or what the effect of any such legislation might be.
SECURITIES LAWS. AXA Equitable, AXA Life and certain policies and contracts
offered by the Insurance Group are subject to regulation under the Federal
securities laws administered by the Securities and Exchange Commission (the
"SEC") and under certain state securities laws. The SEC conducts regular
examinations of the Insurance Group's operations, and from time to time makes
requests for particular information from the Insurance Group.
AXA Advisors, AXA Distributors, AllianceBernstein Investments, Inc. (formerly
AllianceBernstein Investment Research and Management Inc.), Sanford C. Bernstein
& Co., LLC, EFD and certain other subsidiaries of AXA Financial are registered
as broker-dealers (collectively the "Broker-Dealers") under the Exchange Act.
The Broker-Dealers are subject to extensive regulation by the SEC, and are
members of, and subject to regulation by, the National Association of Securities
Dealers, Inc. (the "NASD"). As broker-dealers registered with the SEC, the
Broker-Dealers are subject to the capital requirements of the SEC and/or the
NASD. These capital requirements specify minimum levels of capital, computed in
accordance with regulatory requirements ("net capital"), that the Broker-Dealers
are required to maintain and also limit the amount of leverage that the
Broker-Dealers are able to
1-8
obtain in their businesses. The SEC and the NASD also regulate the sales
practices of the Broker-Dealers. In recent years, the SEC and the NASD have
intensified their scrutiny of sales practices relating to variable annuities,
variable life insurance and mutual funds, among other products. In addition, the
Broker-Dealers are subject to regulation by state securities administrators in
those states in which they conduct business.
The SEC, the NASD and other governmental regulatory authorities, including state
securities administrators, may institute administrative or judicial proceedings
which may result in censure, fines, the issuance of cease-and-desist orders, the
suspension or expulsion of a broker-dealer or member, its officers or employees
or other sanctions. 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 relating to the receipt of directed brokerage fees from certain
mutual fund companies during the period 2001 through the date of discontinuance
of the practice in 2003.
AXA Equitable and its subsidiaries have also provided, and in certain cases are
continuing to provide, information and documents to the SEC, the NASD, state
attorneys general and other regulators on a wide range of issues, including
supervisory issues, market timing, late trading, valuation, suitability, email
retention policies, replacements and exchanges of variable life insurance and
annuities, 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". For example, AXA
Equitable is currently providing information to the New York Attorney General
(the "NYAG") in response to a subpoena and information requests relating to
possible market timing activities conducted through AXA Equitable's variable
insurance products. Ongoing or future regulatory investigations could result in
fines, other sanctions and/or other costs.
Certain Separate Accounts of AXA Equitable are registered as investment
companies under the Investment Company Act of 1940, as amended (the "Investment
Company Act"). Separate Account interests under certain annuity contracts and
insurance policies issued by AXA Equitable are also registered under the
Securities Act of 1933, as amended (the "Securities Act"). EQAT, Multimanager
Trust, VIP Trust and AEFT are registered as investment companies under the
Investment Company Act and shares offered by these investment companies are also
registered under the Securities Act. Many of the investment companies managed by
AllianceBernstein, including a variety of mutual funds and other pooled
investment vehicles, are registered with the SEC under the Investment Company
Act.
AXA Equitable, AXA Advisors and certain affiliates and AllianceBernstein L.P.
and certain affiliates of AllianceBernstein also are registered as investment
advisors under the Investment Advisers Act of 1940, as amended (the "Investment
Advisers Act"). The investment advisory activities of such registered investment
advisors are subject to various Federal and state laws and regulations and to
the laws in those foreign countries in which they conduct business. These laws
and regulations generally grant supervisory agencies broad administrative
powers, including the power to limit or restrict the carrying on of business for
failure to comply with such laws and regulations. In case of such an event, the
possible sanctions that may be imposed include the suspension of individual
employees, limitations on engaging in business for specific periods, revocation
of registration as an investment advisor, censures and fines.
Regulators, including the SEC, the NASD and state attorneys general, continue to
focus attention on various practices in or affecting the investment management
and/or mutual fund industries, including market timing and late trading. The SEC
recently initiated a series of examinations of a number of investment advisors
and their affiliated funds, including AXA Equitable and its funds regarding
distribution payments made to broker-dealers. As is the case with many
investment advisors, AXA Equitable makes payments to enhance the distribution of
its mutual funds, a practice commonly referred to as revenue sharing. The SEC,
during a recent examination, found that AXA Equitable used fund brokerage
commissions to offset its payments to broker-dealers for fund sales,
distribution, shelf space, marketing support or exposure to third party sales
forces. Prior to such finding, AXA Equitable voluntarily reimbursed $7 million
to the funds and has terminated the use of recaptured commissions for
distribution. The SEC has finalized its examination and has issued no further
sanctions.
ALLIANCEBERNSTEIN REGULATORY MATTERS.
MARKET TIMING INVESTIGATIONS. On December 18, 2003, AllianceBernstein settled
with the SEC and the NYAG regarding their investigations into trading practices
in shares of certain of AllianceBernstein's sponsored mutual funds.
AllianceBernstein's agreement with the SEC was reflected in an Order of the
Commission ("SEC Order")
1-9
dated December 18, 2003 (amended and restated January 15, 2004), while
AllianceBernstein's final agreement with the NYAG was reflected in an Assurance
of Discontinuance ("AoD") dated September 1, 2004.
AllianceBernstein has taken a number of important initiatives to resolve these
matters. Specifically, AllianceBernstein: (i) established a $250 million
restitution fund to compensate fund shareholders for the adverse effects of
market timing (the "Restitution Fund"); (ii) reduced by 20% (on a weighted
average basis) the advisory fees on U.S. long-term open-end retail mutual funds
by reducing its advisory fee rates (resulting in an approximate $63 million
reduction in 2005 advisory fees and a $70 million reduction in 2004 advisory
fees), and AllianceBernstein will maintain these reduced fee rates for at least
the five-year period that commenced January 1, 2004; (iii) appointed a new
management team and specifically charged it with responsibility for ensuring
that AllianceBernstein maintains a fiduciary culture in its retail services
business; (iv) revised its code of ethics to better align the interests of
AllianceBernstein's employees with those of its clients; (v) formed two new
committees composed of executive management to oversee and resolve code of
ethics and compliance-related issues; (vi) instituted a substantially
strengthened policy designed to detect and block market timing and material
short duration trading; (vii) created an ombudsman office, where employees can
voice concerns about work-related issues on a confidential basis; and (viii)
initiated firm-wide compliance and ethics training programs.
AllianceBernstein retained an Independent Compliance Consultant ("ICC") to
conduct a comprehensive review of supervisory, compliance and other policies
designed to detect and prevent conflicts of interest, breaches of fiduciary duty
and violations of law. The ICC has completed its review, and submitted its
report to the SEC in December 2004. By December 31, 2005, AllianceBernstein had
implemented substantially all of the ICC's recommendations. Also, beginning in
2005, AllianceBernstein had, and biannually thereafter will continue to have, an
independent third party perform a comprehensive compliance review.
With the approval of the independent directors of AllianceBernstein's U.S.
registered mutual fund boards and the staff of the SEC, AllianceBernstein
retained an Independent Distribution Consultant ("IDC") to develop a plan for
the distribution of the Restitution Fund. To the extent it is determined that
the harm to mutual fund shareholders caused by market timing exceeds $200
million, AllianceBernstein will be required to contribute additional monies to
the Restitution Fund. In September 2005, the IDC submitted to the SEC staff the
portion of his report concerning his methodology for determining damages. The
IDC will, in coming months, formally submit to the SEC staff the remainder of
his proposed distribution plan, which addresses the mechanics of distribution.
Once the SEC staff has approved both portions of the plan, it will be submitted
to the SEC for final approval. The Restitution Fund proceeds will not be
distributed until after the SEC has approved the distribution plan and issued an
order doing so. Until then, it is not possible to predict the exact timing,
method or amount of the distribution.
AllianceBernstein L.P. recorded charges totaling $330 million during the second
half of 2003, of which (i) $250 million was paid to the Restitution Fund (the
$250 million was funded out of operating cash flow and paid to the SEC in
January 2004), (ii) $30 million was used to settle a private civil mutual fund
litigation unrelated to any regulatory agreements and (iii) $50 million was
reserved for estimated expenses related to AllianceBernstein's market-timing
settlements with the SEC and the NYAG and AllianceBernstein's market
timing-related liabilities (excluding the complaint entitled The Attorney
General of the State of West Virginia v. AIM Advisors, Inc., et al. (the "WVAG
Complaint")). AllianceBernstein L.P. paid $8 million during 2005 related to
market timing and has cumulatively paid $310 million (excluding WVAG
Complaint-related expenses).
For additional information regarding market timing matters involving
AllianceBernstein, see "Alliance Litigation - Market Timing-Related Matters" in
Note 16 of Notes to Consolidated Financial Statements.
PRIVACY OF CUSTOMER INFORMATION. Federal and state law and regulation require
financial institutions to protect the security and confidentiality of customer
information and to notify customers about their policies and practices relating
to their collection, disclosure and protection of customer information. Federal
and state laws also regulate disclosures of customer information. Congress and
state legislatures are expected to consider additional laws relating to the use
and protection of customer information.
PARENT COMPANY
AXA, the ultimate parent company of AXA Equitable, is the holding company for an
international group of insurance and related financial services companies
engaged in the financial protection and wealth management
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business. AXA is one of the largest insurance groups in the world and operates
primarily in Western Europe, North America, Asia/Pacific region and, to a lesser
extent, in other regions including Eastern Europe, the Middle East, Africa and
South America. AXA has five operating business segments: life and savings,
property and casualty, international insurance (including reinsurance), asset
management, and other financial services.
Neither AXA nor any affiliate of AXA has any obligation to provide additional
capital or credit support to AXA Financial or any of its subsidiaries.
VOTING TRUST. In connection with AXA's application to the Superintendent for
approval of its acquisition of capital stock of AXA Financial, AXA and the
initial Trustees of the Voting Trust entered into a Voting Trust Agreement dated
as of May 12, 1992 (as amended by the First Amendment, dated January 22, 1997,
and as amended and restated by the Amended and Restated Voting Trust Agreement,
dated May 12, 2002, the "Voting Trust Agreement"). Pursuant to the Voting Trust
Agreement, AXA and its affiliates ("AXA Parties") have deposited the shares of
AXA Financial's Common Stock held by them in the Voting Trust. The purpose of
the Voting Trust is to ensure for insurance regulatory purposes that certain
indirect minority shareholders of AXA will not be able to exercise control over
AXA Financial or AXA Equitable.
AXA and any other holder of voting trust certificates will remain the beneficial
owner of the shares deposited by it, except that the Trustees will be entitled
to exercise all voting rights attaching to the deposited shares so long as such
shares remain subject to the Voting Trust. In voting the deposited shares, the
Trustees must act to protect the legitimate economic interests of AXA and any
other holders of voting trust certificates (but with a view to ensuring that
certain indirect minority shareholders of AXA do not exercise control over AXA
Financial or AXA Equitable). All dividends and distributions (other than those
which are paid in the form of shares required to be deposited in the Voting
Trust) in respect of deposited shares will be paid directly to the holders of
voting trust certificates. If a holder of voting trust certificates sells or
transfers deposited shares to a person who is not an AXA Party and is not (and
does not, in connection with such sale or transfer, become) a holder of voting
trust certificates, the shares sold or transferred will be released from the
Voting Trust. The initial term of the Voting Trust ended in 2002 and the term of
the Voting Trust has been extended, with the prior approval of the
Superintendent, until May 12, 2012. Future extensions of the term of the Voting
Trust remain subject to the prior approval of the Superintendent.
OTHER INFORMATION
All of the Company's officers and employees, including its chief executive
officer, chief financial officer and controller, are subject to the Policy
Statement on Ethics (the "Code"), a code of ethics as defined under Regulation
S-K.
The Code complies with Section 406 of the Sarbanes-Oxley Act of 2002 and is
available on the Company's website at www.axa-equitable.com. The Company intends
to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding
certain amendments to or waivers from provisions of the Code that apply to its
chief executive officer, chief financial officer and controller by posting such
information on its website at the above address.
1-11
PART I, ITEM 1A.
RISK FACTORS
In the course of conducting our business operations, we could be exposed to a
variety of risks. This "Risk Factors" section provides a summary of some of the
significant risks that could affect our business, financial condition or results
of operations. In this section, the terms "we," "us" and "our" refer to
the Insurance Group.
EQUITY MARKET DECLINES AND VOLATILITY MAY ADVERSELY IMPACT OUR PROFITABILITY.
Declines or volatility in equity markets can negatively impact the investment
returns we earn in those markets as well as our business and profitability.
Examples of the effects of declines or volatility in equity markets include the
following:
o Sustained equity market declines that result in decreases in the account
values of our variable life and annuity contracts could reduce the amount
of revenue we derive from fees charged on those account and asset values;
o Sustained equity market declines that result in decreases in the account
values of our variable life and annuity contracts that provide guaranteed
benefits would increase the size of our potential obligations related to
such guaranteed benefits. This could result in an increase in claims and
reserves related to those contracts, net of any reinsurance reimbursements
or proceeds from our hedging program;
o Increased volatility of equity markets may result in changes to the fair
value of our GMIB reinsurance contracts, which could result in increased
volatility of our earnings;
o Increased volatility of equity markets may increase surrenders and
withdrawals of our variable life and annuity contracts, which could
negatively impact our future profitability;
o Equity market declines could negatively impact the value of equity
securities we hold for investment, thereby reducing our capital;
o Equity price declines may decrease the value of assets held to fund
payments to employees from our qualified pension plan, which could result
in increased pension plan costs; and
o Deferred acquisition costs, referred to as DAC, and value of business
acquired, referred to as VOBA, are accounting methods for amortizing the
sales costs related to the acquisition of new life insurance and annuity
business over the period in which that business will generate earnings for
us. DAC and VOBA amortization rates are based in part on investment return
and related estimates that, in turn, are based on actual market trends and
reasonable expectations as to future performance drawn from those trends.
Equity market declines could lead to reductions in these estimates that, in
turn, could accelerate our DAC and VOBA amortization and reduce our current
earnings.
INTEREST RATE FLUCTUATIONS MAY ADVERSELY AFFECT OUR MARGINS ON
INTEREST-SENSITIVE ANNUITY AND LIFE INSURANCE CONTRACTS AND INCREASE SURRENDERS
AND WITHDRAWALS FROM THOSE CONTRACTS.
Our margin or "spread" on interest-sensitive annuity and life insurance
contracts is the difference between the yield we derive from portfolio
investments that are intended to support our required payments under these
contracts and the interest rates we credit to holders of these contracts. This
spread is a significant part of our earnings.
If interest rates fall and remain at significantly lower levels, the minimum
interest rates that we guarantee on interest-sensitive annuity and life
insurance contracts would cause our spreads on these contracts to deteriorate
and possibly become negative which could have a material adverse effect on our
profitability. Also, such a fall in interest rates could result in increased
reserve requirements for those contracts.
A rapid and sustained rise in interest rates poses risks of deteriorating
spreads and high surrenders of our interest-sensitive annuity and life insurance
contracts. In such an environment, we may face pressure to increase credited
rates on those contracts to match rates offered by our competitors on new
deposits. Such changes in our credited rates on these contracts generally occur
more quickly than corresponding changes to the rates we earn on related
portfolio investments, thereby reducing our spreads on such contracts. Also, a
high level of surrenders associated with a rapid and sustained rise in interest
rates could require us to liquidate portfolio investments to fund surrender
payments at a time when the value of those investments has decreased.
1A-1
AN OVERALL ECONOMIC DOWNTURN COULD ADVERSELY AFFECT OUR REVENUES AND FINANCIAL
POSITION.
An overall economic downturn could negatively affect the value of our portfolio
investments reduce new sales of our products and increase surrenders and
withdrawals from our existing life insurance and annuity contracts. In
particular, an economic downturn could significantly affect the value of our
portfolio investments since the majority of our portfolio is invested in bonds
and mortgage loans that may suffer credit and value deterioration during such a
downturn. Reductions in the value of our portfolio investments and sales of our
products coupled with increased surrenders and withdrawals from our existing
contracts could adversely affect our revenues and financial position.
OUR RESERVES COULD BE INADEQUATE DUE TO DIFFERENCES BETWEEN OUR ACTUAL
EXPERIENCE AND MANAGEMENT'S ESTIMATES AND ASSUMPTIONS.
Our reserve requirements for our direct and reinsurance assumed business are
calculated based on a number of estimates and assumptions, including estimates
and assumptions related to future mortality, morbidity, persistency, interest
rates, claims experience and reinvestment rates. For a description of some of
these estimates, see "Management's Discussion and Analysis of Financial
Conditions and Results of Operations - Critical Accounting Estimates". Our
reserves could be inadequate if actual results differ significantly from our
estimates and assumptions. If so, we will be required to increase reserves
resulting in a charge to our earnings.
LOSSES DUE TO DEFAULTS, ERRORS OR OMISSIONS BY THIRD PARTIES COULD ADVERSELY
IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS.
We depend on third parties that owe us money, securities or other assets to pay
or perform under their obligations. These parties include the issuers whose
securities we hold in our investment portfolios, borrowers under the mortgage
loans we make, customers, trading counterparties, counterparties under swap and
other derivative contracts, clearing agents, exchanges, clearing houses and
other financial intermediaries. These parties may default on their obligations
to us due to bankruptcy, lack of liquidity, downturns in the economy or real
estate values, operational failure or other reasons.
We also depend on third parties in other contexts. For example, in establishing
the amount of the liabilities and reserves associated with the risks assumed in
connection with reinsurance pools and arrangements, we rely on the accuracy and
timely delivery of data and other information from ceding companies. In
addition, as investment manager and administrator of several mutual funds, we
rely on various affiliated and unaffiliated subadvisors to provide day-to-day
portfolio management services for each investment portfolio. We also rely on
outside vendors pursuant to various outsourcing arrangements to maintain and
operate certain technology platforms and information systems used in our
businesses.
Losses associated with defaults or other failures by these third parties upon
whom we rely could adversely impact our business and results of operations.
REINSURANCE MAY BE INADEQUATE TO PROTECT US AGAINST LOSSES AND WE MAY INCUR
LOSSES FROM OUR REINSURERS' FAILURE TO MEET THEIR OBLIGATIONS.
In the normal course of business, we seek to reduce risk through reinsurance.
Under our reinsurance arrangements, other insurers assume a portion of the
claims and related expenses on certain business we underwrite; however, we
remain liable as the direct insurer on all risks we reinsure. These reinsurance
arrangements do not eliminate our obligation to pay related claims and we are
subject to our reinsurers' credit risk with respect to our ability to recover
amounts due from them. Although we evaluate periodically the financial condition
of our reinsurers, our reinsurers may become financially unsound by the time
their financial obligation to us becomes due. The inability of any reinsurer to
meet its financial obligations to us could negatively impact our results of
operations. See "Business - Reinsurance and Hedging" and Note 12 of Notes to
Consolidated Financial Statements for additional information regarding our
reinsurance arrangements.
OUR EARNINGS ARE IMPACTED BY DAC AND VOBA CALCULATIONS THAT ARE BASED ON
ESTIMATES THAT ARE SUBJECT TO CHANGE.
Our earnings for any period depend in part on the amount of our life insurance
and annuity product acquisition costs (including commissions underwriting,
agency and policy issue expenses) that can be deferred as DAC rather than
expensed immediately. They also depend in part on the pattern of DAC and VOBA
amortization and the
1A-2
recoverability of DAC and VOBA which are both 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. Revisions to our estimates are reflected in our
earnings for the period in which the estimates are revised.
A DOWNGRADE IN OUR FINANCIAL STRENGTH AND CLAIMS-PAYING RATINGS COULD ADVERSELY
AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.
Claims paying and financial strength ratings are important factors in
establishing the competitive position of insurance companies. A downgrade in
these ratings could adversely affect our business and results of operations by
reducing new sales of our products or increasing surrenders and withdrawals from
our existing contracts. A downgrade in our ratings may also adversely affect our
cost of raising capital or limit our access to sources of capital. See "Business
- - Competition" for a full description of our ratings.
LEGAL AND REGULATORY ACTIONS COULD HAVE A MATERIAL ADVERSE AFFECT ON OUR
BUSINESSES.
A number of lawsuits have been filed against life and health insurers and
affiliated distribution companies involving insurers' sales practices, alleged
agent misconduct, failure to properly supervise agents and other matters. Some
of these lawsuits have resulted in the award of substantial judgments against
other insurers, including material amounts of punitive damages, or in
substantial settlements. In some states, juries have substantial discretion in
awarding punitive damages.
We are involved in such litigation and our results of operations and financial
position could be affected by defense and settlement costs and any unexpected
material adverse outcomes in such litigations as well as in other material
litigations pending against us. 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 to the litigation described above, examinations by Federal and state
regulators and other governmental and self-regulatory agencies including, among
others, the SEC, state attorneys general, insurance and securities regulators
and the NASD could result in adverse publicity, sanctions, fines and other
costs. We have provided, and in certain cases, continue to provide, information
and documents to the SEC, the NASD, state attorneys general and other regulators
on a wide range of issues, including supervisory issues, market timing, late
trading, valuation, suitability, email retention policies, replacements and
exchanges of variable life insurance and annuities, 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, NASD and/or other regulators may take or what the impact of such actions
might be. Fines, other sanctions and/or other costs could result from ongoing or
future regulatory matters. For further information, see "Business - Regulation"
and Note 16 of Notes to Consolidated Financial Statements.
OUR BUSINESSES MAY BE ADVERSELY AFFECTED TO THE EXTENT THAT WE, THIRD-PARTY
FIRMS THAT DISTRIBUTE OUR PRODUCTS OR UNAFFILIATED INSURERS FACE INCREASED
REGULATION AND/OR HEIGHTENED REGULATORY SCRUTINY.
Our businesses 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 our insurance companies, in particular, are subject to the
supervision of the insurance regulators of each of the 50 states, the District
of Columbia, Puerto Rico, the U.S. Virgin Islands and nine of Canada's twelve
provinces and territories. These various insurance regulators can and frequently
do impose different requirements and standards which can place insurers at a
significant competitive disadvantage compared to other financial services
businesses that are primarily regulated on a national basis. Among other things,
disparate state insurance regulations complicate, delay and increase the costs
of designing, selling and administering new products, and also add considerable
complexity and cost to compliance programs. To the extent that the amount of
state and Federal regulation continues to increase, our costs of compliance will
continue to increase. Such increases in our compliance obligations could
materially increase our costs and adversely affect our earnings. In addition,
changes in the regulatory environment, including increased activism by state
attorneys general, insurance commissioners and other regulators, could have a
material adverse impact on our business and results of operations. For
additional information, see "Business - Regulation".
Our sales of insurance products could also be adversely affected to the extent
that some or all of the third-party firms that distribute our products or
unaffiliated insurance companies face heightened regulatory scrutiny and/or
increased regulation and thereby cause the types of products issued by our
insurance companies to become disfavored in the marketplace.
1A-3
CHANGES IN U.S. TAX LAWS MAY ADVERSELY AFFECT SALES OF OUR PRODUCTS AND OUR
PROFITABILITY.
Currently, special US tax law provisions apply to life insurance and annuity
products. The nature and extent of competition and the markets for our life
insurance and annuity products and our profitability may be materially affected
by changes in tax laws and regulations, including changes relating to savings,
retirement funding and taxation. Adverse changes could include the introduction
of taxation of annual increases in the account value of life insurance and
annuity products, improved tax treatment of mutual funds or other investments as
compared to insurance products or repeal of the federal estate tax. Management
cannot predict what proposals may be made, what legislation, if any, may be
introduced or enacted or what the effect of any such legislation might be. For
additional information, see "Business - Regulation - Federal Tax Initiatives".
WE FACE INTENSE COMPETITION FROM OTHER INSURANCE COMPANIES, BANKS AND OTHER
FINANCIAL INSTITUTIONS, WHICH MAY ADVERSELY IMPACT OUR MARKET SHARE AND
PROFITABILITY.
There is intense competition among insurers, banks, brokerage firms and other
financial institutions and providers seeking clients for the types of products
and services we provide, including insurance, annuity and other investment
products and services. Competition is particularly intense among a broad range
of financial institutions and other financial service providers for retirement
and other savings dollars. This intense competition makes it especially
difficult to provide unique insurance products since, once such products are
made available to the public, they may be reproduced and offered by our
competitors. Also, this intense competition may adversely impact our market
share and profitability.
Our ability to compete is dependent on numerous factors including, among others,
the successful implementation of our strategy; our financial and claims-paying
ratings; our access to diversified sources of distribution; our size and scale;
our product quality, range, features/functionality and price; crediting rates on
our fixed products; visibility and recognition or our brands in the marketplace;
our reputation and quality of service; and our investment management program.
AN INABILITY TO RECRUIT AND RETAIN EXPERIENCED AND PRODUCTIVE FINANCIAL
PROFESSIONALS AND KEY EMPLOYEES MAY ADVERSELY AFFECT OUR SALES.
Our sales force and key employees are key factors driving our sales. Intense
competition exists among insurers and other financial services companies for
financial professionals and key employees. We compete principally with respect
to compensation policies, products and support provided to financial
professionals. Competition is particularly intense in the hiring and retention
of experienced financial professionals. Although we believe that we offer
financial professionals and employees a strong value proposition, we cannot
provide assurances that we will be successful in our efforts to recruit and
retain top financial professionals and key employees.
THE ABILITY OF OUR FINANCIAL PROFESSIONALS TO SELL OUR COMPETITORS' PRODUCTS
COULD RESULT IN REDUCED SALES OF OUR PRODUCTS AND REVENUES.
Most of our financial professionals are not captive agents or employees and can
sell annuity and life insurance products of competing unaffiliated insurance
companies. To the extent our financial professionals sell our competitors'
products rather than our products, we will experience reduced sales and
revenues.
CHANGES IN STATUTORY RESERVE REQUIREMENTS AND ADVERSE MARKET CONDITIONS COULD
NEGATIVELY IMPACT OUR SALES.
Changes in statutory reserve requirements, increased costs of hedging, other
risk mitigation techniques and financing and other adverse market conditions
could result in certain products becoming less profitable. These circumstances
could cause us to modify certain features of these products or to cease offering
these products.
CHANGES IN ACCOUNTING STANDARDS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
RESULTS OF OPERATIONS AND/OR FINANCIAL POSITION.
Our financial statements are prepared in accordance with generally accepted
accounting principles that are revised from time to time. In the future, new
accounting pronouncements, as well as new interpretations of existing accounting
pronouncements, may have material adverse effects on our results of operations
and/or financial
1A-4
position. For information about recent accounting pronouncements, see Note 3 of
Notes to Consolidated Financial Statements.
OUR LOSSES PROVIDED FOR DISCONTINUED OPERATIONS MAY DIFFER FROM THE LOSSES
ULTIMATELY REALIZED.
The determination of the allowance for future losses from our discontinued
operations involves 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. In particular, significant estimates and judgments are made
with respect to the income, sales proceeds and holding periods for equity real
estate. To the extent actual results or future projections of discontinued
operations differ from management's current best estimates underlying the
allowance, the difference would be reflected as earnings or loss from
discontinued operations.
OUR DISCLOSURE AND INTERNAL CONTROL SYSTEM CANNOT GUARANTEE THAT OUR PUBLIC
DISCLOSURE AND FINANCIAL STATEMENTS DO NOT CONTAIN ERRORS.
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. Also, the effectiveness of a disclosure and
internal control system may vary over time due to changes in conditions.
WE COULD EXPERIENCE SIGNIFICANT DIFFICULTIES WITH RESPECT TO OUR PROPRIETARY
TECHNOLOGY AND INFORMATION SYSTEMS AS WELL AS THOSE PROVIDED BY OUTSIDE VENDORS.
We utilize numerous technology and information systems in our businesses, some
of which are proprietary and some of which are provided by outside vendors
pursuant to outsourcing arrangements. These systems are central to, among other
things, designing and pricing products, marketing and selling products and
services, processing policyholder and investor transactions, client
recordkeeping, communicating with retail sales associates, employees and
clients, and recording information for accounting and management purposes in a
secure and timely manner. The systems are maintained to provide customer privacy
and are tested to ensure the viability of business resumption plans.
We commit significant resources to maintain and enhance our existing information
systems that, in some cases, are advancing in age and to develop new ones. Any
significant difficulty associated with the operation of our systems, or any
material delay, disruption or inability to develop needed system capabilities,
could have a material adverse effect on our results of operations and,
ultimately, our ability to achieve our strategic goals.
THE COMPANY'S RESULTS OF OPERATION AND FINANCIAL POSITION DEPEND IN SIGNIFICANT
PART ON THE PERFORMANCE OF ALLIANCEBERNSTEIN'S BUSINESS.
AllianceBernstein L.P. is a principal subsidiary of AXA Equitable and,
consequently, the Company's results of operations and financial position depend
in significant part on the performance of Alliance Bernstein's business. For
information regarding risk factors associated with AllianceBernstein and its
business, see "Item 1A - Risk Factors" included in AllianceBernstein L.P.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which
item is incorporated by reference in this section.
1A-5
PART I, ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
1B-1
PART I, ITEM 2
PROPERTIES
INSURANCE
AXA Equitable leases on a long-term basis approximately 810,000 square feet of
office space located at 1290 Avenue of the Americas, New York, NY, which serves
as AXA Equitable headquarters. AXA Equitable also has the following significant
office space leases: 244,000 square feet in Secaucus, NJ, under a lease that
expires in 2007 for use as an annuity operations and service center; 185,000
square feet in Charlotte, NC, under a lease that expires in 2013 for use as a
life insurance operations and service center; and 113,000 square feet in
Alpharetta, GA, under a lease that expires in 2006 for its Distribution
Organizations' training and support use. AXA Equitable owns an office building
of approximately 22,000 square feet in Harrisburg, PA that houses AXA Network
personnel. Management believes its facilities are adequate for its present needs
in all material respects. For additional information, see Note 17 of Notes to
Consolidated Financial Statements.
AXA Equitable subleases its office space at 1290 Avenue of the Americas to the
New York City Industrial Development Agency (the "IDA"), and sub-subleases that
space back from the IDA, in connection with the IDA's granting of sales tax
benefits to AXA Equitable.
INVESTMENT SERVICES
AllianceBernstein's principal executive offices at 1345 Avenue of the Americas,
New York, NY are occupied pursuant to a lease that extends until 2019.
AllianceBernstein currently occupies approximately 783,321 square feet of space
at this location. AllianceBernstein also occupies approximately 114,097 square
feet of space at 135 West 50th Street, New York, NY under a lease expiring in
2016, approximately 143,409 square feet of space at One North Lexington, White
Plains, NY under a lease expiring in 2008. AllianceBernstein also occupies
approximately 134,261 square feet of space in Secaucus, NJ and approximately
92,067 square feet of space in San Antonio, TX under leases expiring in 2016 and
2009, respectively. AllianceBernstein also leases other property domestically
and abroad for its operations.
2-1
PART I, ITEM 3.
LEGAL PROCEEDINGS
The matters set forth in Note 16 of Notes to Consolidated Financial Statements
for the year ended December 31, 2005 (Part II, Item 8 of this report) are
incorporated herein by reference.
3-1
PART I, ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction I to Form 10-K.
4-1
PART II, ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
At December 31, 2005, all of AXA Equitable's common equity was owned by AXA
Financial Services, LLC, a wholly owned direct subsidiary of AXA Financial,
Inc., which is a wholly owned subsidiary of AXA. Consequently, there is no
established public market for AXA Equitable's common equity. In each of 2005 and
2004, respectively, AXA Equitable paid shareholder dividends of $500.0 million.
For information on AXA Equitable's present and future ability to pay dividends,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations" (Part II, Item 7 of this report) and Note 18 of Notes to
Consolidated Financial Statements (Part II, Item 8 of this report).
5-1
PART II, ITEM 6.
SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction I to Form 10-K.
6-1
PART II, ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis is omitted pursuant to General Instruction
I(2)(a) of Form 10-K. The management narrative for AXA Equitable Life Insurance
Company and its consolidated subsidiaries that follows should be read in
conjunction with the consolidated financial statements and related notes to
consolidated financial statements and information discussed under
"Forward-looking Statements" and "Risk Factors" included elsewhere in this Form
10-K.
GENERAL
In July 2004, AXA Financial acquired The MONY Group Inc. ("MONY") and its
subsidiaries (the "MONY Companies"). As a result of the MONY integration, the
Company recorded several accruals in the second half of 2004, principally
related to severance and the write-off of capitalized software. These expenses
are discussed in the Insurance segment's results below.
The consolidated and segment earnings narratives that follow discuss the results
for 2005 compared to the 2004 results.
CONSOLIDATED RESULTS OF OPERATIONS
Net earnings for the Company totaled $1.07 billion for 2005 compared to $929.9
million for 2004 as both the Insurance and Investment Services segments reported
higher net earnings. Net earnings from the discontinued Wind-Up Annuities
business increased $7.3 million to $15.2 million in 2005. The 2004 total
included post-tax gains of $31.1 million, net of $16.7 million in income taxes,
recognized on the Insurance segment's sales of real estate held-for-sale
reported as discontinued operations. 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. For further
information, see "Accounting Changes" in Note 2 of Notes to Consolidated
Financial Statements included elsewhere herein.
Income tax expense totaled $519.5 million in 2005 as compared to the $396.3
million reported in 2004. The $84.2 million and $39.0 million respective tax
increases in the Investment Services and Insurance segments in 2005 resulted
principally from increased earnings in both business segments.
Earnings from continuing operations before income taxes and minority interest
were $2.05 billion for 2005, an increase of $370.8 million from the $1.67
billion reported in 2004. The increase resulted from a $195.4 million increase
in the Investment Services segment and a $174.5 million increase in the
Insurance segment. The Investment Services segment's results from operations
included net gains of $23.7 million recognized on three dispositions by
AllianceBernstein in 2005.
Total revenues increased $526.6 million to $8.95 billion in 2005 from $8.42
billion in 2004 primarily due to a $323.5 million increase in the Insurance
segment and a $205.0 million increase in the Investment Services segment. The
2005 Insurance segment increase principally resulted from higher policy fee
income and higher commissions fees and other income, partially offset by lower
investment results in the Insurance segment. The $177.5 million increase in
investment advisory and services fees at AllianceBernstein contributed to the
increase in the Investment Services segment's revenues.
Total benefits and other deductions were $6.91 billion in 2005, a $155.8 million
increase as compared to $6.75 billion in 2004. The increase resulted from higher
compensation and benefits in both segments and higher commissions and other
operating expenses in the Insurance segment in 2005, partially offset by lower
distribution plan payments, amortization of deferred sales commissions and other
operating expenses in Investments Services segment.
7-1
RESULTS OF CONTINUING OPERATIONS BY SEGMENT
INSURANCE.
INSURANCE - RESULTS OF OPERATIONS
(IN MILLIONS)
2005 2004
----------------- ----------------
Universal life and investment-type product policy fee income...................... $ 1,889.3 $ 1,595.4
Premiums.......................................................................... 881.7 879.6
Net investment income............................................................. 2,426.1 2,437.2
Investment gains (losses), net.................................................... 13.3 61.1
Commissions, fees and other income................................................ 560.8 474.4
---------------- -----------------
Total revenues............................................................... 5,771.2 5,447.7
---------------- -----------------
Policyholders' benefits........................................................... 1,859.8 1,867.1
Interest credited to policyholders' account balances.............................. 1,065.5 1,038.1
Compensation and benefits......................................................... 524.2 499.5
Commissions....................................................................... 1,128.7 1,017.3
Amortization of DAC .............................................................. 601.3 472.9
Capitalization of DAC............................................................. (1,199.3) (1,015.9)
Rent expense ..................................................................... 51.3 71.0
Interest expense ................................................................. 52.8 54.5
All other operating costs and expenses............................................ 566.1 496.9
---------------- -----------------
Total benefits and other deductions.......................................... 4,650.4 4,501.4
---------------- -----------------
Earnings from Continuing Operations before Income Taxes........................... $ 1,120.8 $ 946.3
================ =================
In 2005, pre-tax earnings from continuing operations in the Insurance segment
increased $174.5 million to $1.12 billion as compared to $946.3 million in 2004,
principally due to higher policy fee income and higher commissions, fees and
other income partially offset by increases in commissions and all other
operating costs and expenses.
Revenues. Segment revenues increased $323.5 million over the prior year as a
result of a $293.9 million increase in policy fee income and $86.4 million
higher commissions, fees and other income partially offset by lower investment
results.
Policy fee income totaled $1.89 billion in 2005 as compared to $1.60 billion in
the prior year. The $293.9 million increase was primarily due to fees earned on
higher average Separate Account balances resulting from positive net cash flows
and market appreciation.
Net investment income decreased $11.1 million to $2.43 billion in 2005 primarily
to as $4.9 million lower losses on derivative instruments (principally those
related to hedging programs implemented to mitigate certain risks associated
with the GMDB/GMIB features of certain contracts) were more than offset by lower
yields on higher fixed maturity and mortgage portfolio balances due to lower
reinvestment rates.
Investment gains, net were $13.3 million in 2005, as compared to $61.1 million
in 2004, principally due to lower gains on sales of other equity investments.
Lower gains on sales of fixed maturities, $42.3 million in 2005 as compared to
$65.3 million in 2004, were partially offset by lower writedowns on fixed
maturities, $31.2 million in 2005 compared to $36.4 million in 2004.
Commissions, fees and other income increased $86.4 million to $560.8 million in
2005 as compared to $474.4 million in 2004 principally due to higher gross
management fees received from EOAT and VIP Trust due to a higher asset base
partially offset by a smaller increase in the fair value of the GMIB reinsurance
contracts. As required by SFAS No. 133, the GMIB contracts are considered
derivatives and are reported at fair value. The 2005 increase in fair value was
$42.7 million as compared to the $61.0 million increase in 2004.
7-2
Benefits and Other Deductions. Total benefits and other deductions in 2005
increased $149.0 million from 2004 primarily due to higher commissions and all
other operating costs and expenses partially offset by the increase in DAC
capitalization more than offsetting the increase in DAC amortization.
The $7.3 million decrease in policyholders' benefits to $1.86 billion in 2005
was due to the $16.8 million settlement of outstanding issues with one life
reinsurer in third quarter 2005 resulting in the release of $46.8 million of
reserves and lower individual death claims, partially offset by higher GMDB/GMIB
benefits and reserves due to the growth in business and higher benefits and
reserves in the reinsurance assumed and individual health product lines.
Interest credited to policyholders' account balances increased $27.4 million in
2005 the impact of lower crediting rates for the Insurance Group was more than
offset by higher policyholder account balances.
Compensation and benefits for the Insurance segment increased $24.7 million to
$524.2 million in 2005 as compared to $499.5 million in 2004 principally due to
higher benefits and taxes resulting from an adjustment of the survivor income
benefits liability of $28.5 million related to prior periods, an increase of
$31.2 million in the Stock Appreciation Rights liability in 2005 as compared to
the $14.3 million increase in 2004 offset by a decrease in employee
compensation. Employee compensation and benefits in 2004 included a $45.6
million charge for severance costs and benefits related to staff reductions
resulting from the MONY integration in 2004.
Commissions increased $111.4 million in 2005 from $1.02 billion in 2004 due to
higher sales of life and annuity products and higher asset based commissions.
Deferred policy acquisition costs ("DAC") amortization increased to $601.3
million in 2005, up $128.4 million from $472.9 million in 2004. This increase in
DAC amortization was primarily attributed to higher current margins in products
that are DAC reactive and lower favorable DAC unlocking in 2005 compared to
2004. In 2005, DAC unlocking related to higher estimated future margins due to
revised expectations regarding lapses on certain variable annuity contracts
based upon the completion of a comprehensive lapse study. In 2004, DAC unlocking
resulted from the recognition of higher estimated future margins driven by
higher fees related to variable insurance and annuity contracts. 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 for universal life, investment-type and participating traditional life
policies is amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits (for universal life and
investment-type contracts) or margins (for participating traditional life
policies). Estimates and assumptions underlying these DAC amortization rates are
reassessed and updated at the end of each reporting period ("DAC unlocking").
The effect of DAC unlocking is reflected in earnings in the period such
estimated gross profits are revised. A decrease in expected gross profits would
accelerate DAC amortization. Conversely, an increase in expected gross profits
would slow DAC amortization.
Expected gross profits for variable and interest-sensitive life insurance and
variable annuities arise principally from investment results, Separate Account
fees, mortality and expense margins and surrender charges based on historical
and anticipated future experience. Other significant assumptions underlying
gross profit estimates relate to contract persistency and General Account
investment spread. A significant assumption in the development of expected gross
profits and, therefore, the amortization of DAC on these products relates to
projected future Separate Account performance. Management sets expected future
gross profit assumptions related to Separate Account performance using a
long-term view of expected average market returns by applying a reversion to the
mean approach. In applying this approach to develop estimates of future returns,
it is assumed that the market will return to an average gross long-term return
estimate, developed with reference to historical long-term equity market
performance and subject to assessment of the reasonableness of resulting
estimates of future return assumptions. For purposes of making this
reasonableness assessment, management has set limitations as to maximum and
minimum future rate of return assumptions, as well as a limitation on the
duration of use of these maximum or minimum rates of return. Currently, the
average gross long-term annual return estimate is 9.0% (6.88% net of product
weighted average Separate Account fees), and the gross maximum and minimum
annual rate of return limitations are 15% (12.88% net of product weighted
average Separate Account fees) and 0% (-2.12% net of product weighted average
Separate Account fees), respectively. The maximum duration over which these rate
limitations may be applied is 5 years. This approach will continue to be applied
in future periods. If actual market returns continue at levels that would result
in assuming future market returns of 15% for more than 5 years in order to reach
the average gross long-term return estimate, the application of the 5 year
maximum duration limitation would result in an acceleration of DAC
7-3
amortization. Conversely, actual market returns resulting in assumed future
market returns of 0% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2005, current projections
of future average gross market returns for purposes of this approach assume a
3.5% return for 2006 that is within the maximum and minimum limitations and
assume a reversion to the mean of 9.0% after 5 quarters.
In addition, projections of future mortality assumptions related to variable and
interest-sensitive life products are based on a long-term average of actual
experience. This assumption is updated quarterly to reflect recent experience as
it emerges. Improvement of life mortality in future periods from that currently
projected would result in future deceleration of DAC amortization. Conversely,
deterioration of life mortality in future periods from that currently projected
would result in future acceleration of DAC amortization. Generally, life
mortality experience has improved in recent periods.
DAC capitalization increased $183.4 million from $1.02 billion in 2004 to $1.20
billion in 2005 principally due to higher sales of interest sensitive life
products partially offset by lower variable annuity sales primarily in the
wholesale distribution channel.
All other operating costs and expenses in the Insurance segment increased $69.2
million to $566.1 million in 2005 as compared to $496.9 million in the prior
year. The 2005 increase was primarily due to increases in EQAT and VIP Trust
subadvisory fees due to higher asset levels, higher premium taxes due to higher
life premiums, higher medical fees related to new business and increases in
consulting and travel expenditures. These increases were partially offset by the
absence of the $33.0 million write-off of capitalized software in 2004 related
to the MONY integration.
Premiums and Deposits. First year premiums and deposits for life insurance and
annuity products in 2005 increased from prior year levels by $485.8 million to
$9.57 billion while total premiums and deposits increased $504.1 million to
$14.03 billion. Total annuity premiums and deposits in 2005 increased by $565.5
million to $11.52 billion from $10.95 billion in 2004. The 2005 increase
resulted from $179.7 million higher first year sales of individual annuities in
the wholesale channel and $269.5 million higher sales in the retail channel.
First year life premiums and deposits increased $34.3 million as $52.9 million
higher sales of interest sensitive life products in the retail channel were
offset by a $24.5 decrease in the wholesale channel.
Surrenders and Withdrawals. Total policy and contract surrenders and withdrawals
increased $766.9 million to $6.78 billion during 2005 compared to $6.01 billion
in 2004 with as a $1.07 billion increase for individual annuities was offset by
decreases of $287.4 million and $12.2 million being reported for variable and
interest-sensitive life and traditional life products, respectively. The annuity
surrender rates increased from 8.0% in 2004 to 8.4% in 2005. The individual life
surrender rate decreased to 3.9% in 2005 from 5.2% in the prior year. AXA
Equitable's 2004 individual life surrender rate included the impact of the
surrender of a single large company-owned life insurance ("COLI") policy in
first quarter 2004 and a large partial withdrawal from a COLI policy in third
quarter 2004. When these 2 cases are excluded, the individual life surrender
rate for 2004 would have been 4.2%. The trends in surrenders and withdrawals
continue to fall within the range of expected experience.
7-4
INVESTMENT SERVICES.
The table that follows presents the operating results of the Investment Services
segment, consisting principally of AllianceBernstein's operations.
INVESTMENT SERVICES - RESULTS OF OPERATIONS
(IN MILLIONS)
2005 2004
--------------- ----------------
Revenues:
Investment advisory and services fees (1)............................. $ 2,290.9 $ 2,113.4
Distribution revenues................................................. 397.8 447.3
Institutional research services....................................... 321.3 303.6
Shareholder servicing fees............................................ 99.4 116.0
Other revenues, net (1)............................................... 155.6 79.7
--------------- ----------------
Total revenues.................................................... 3,265.0 3,060.0
--------------- ----------------
Expenses:
AllianceBernstein employee compensation and benefits.................. 1,263.5 1,085.1
Promotion and servicing:
Distribution plan payments......................................... 292.0 374.2
Amortization of deferred sales commissions......................... 132.0 177.4
Other promotion and servicing expenses............................. 198.0 202.3
AllianceBernstein interest expense.................................... 25.1 24.2
Amortization of AllianceBernstein intangible assets, net.............. 20.7 20.7
Other operating expenses.............................................. 409.5 447.3
--------------- ----------------
Total expenses.................................................... 2,340.8 2,331.2
--------------- ----------------
Earnings from Continuing Operations before
Income Taxes and Minority Interest................................... $ 924.2 $ 728.8
=============== ================
(1) Includes fees earned by AllianceBernstein totaling $31.6 million and $36.6
million in 2005 and 2004, respectively, for services provided to the
Insurance Group.
In 2005, AllianceBernstein completed three dispositions. In June 2005, Federated
Investors, Inc. acquired AllianceBernstein's cash management services. As a
result of this transaction, $19.3 billion in assets under management ("AUM")
from 22 of the third party distribution money market funds were transitioned
into Federated money market funds. Gross proceeds of $25.0 million were offset
by a gain contingency of $7.5 million and approximately $6.1 million of
transaction expenses resulting in a net gain of $11.4 million, reported in Other
revenues, net in this segment's results of operations. The gain contingency is a
"clawback" provision that requires AllianceBernstein to pay Federated up to $7.5
million if average daily transferred assets for the six month period ending June
29, 2006 falls below a certain percentage of initial assets transferred at
closing.
In third quarter 2005, a 75% owned Indian subsidiary who's principal activity
was acting as an investment advisor to AllianceBernstein sponsored mutual funds,
transferred its rights to manage the mutual funds to Birla Sun Life. The gross
gain of $11.7 million, reported in Other revenues, net, was offset by severance,
incentive compensation, fixed asset writedowns, minority interest and income tax
expenses totaling approximately $6.4 million.
On December 31, 2005, Investec Asset Management (Proprietary) Ltd. acquired
AllianceBernstein's interest in its South African domestic fund management
subsidiary. The $8.9 million proceeds consisted of a $7.4 million initial cash
payment received in January 2006 and an additional $1.5 million to be received
upon completion of an audit of the subsidiary's net assets at closing. In
addition, a performance fee price adjustment will be made based on the impact of
the positive or negative performance on selected institutional accounts being
shared pro rata between AllianceBernstein and Investec. In fourth quarter 2005,
a $7.0 million net gain after deducting transaction expenses was reported in
Other revenues, net for the Investment Services segment.
Revenues. Revenues totaled $3.27 billion in 2005, an increase of $205.0 million
from 2004, as a $177.5 million increase in investment advisory and services
fees, $17.7 million higher institutional research services revenues and a $66.2
million increase in Other revenues, net were partially offset by $49.5 million
lower distribution revenues and $16.6 million lower shareholder servicing fees.
Investment advisory and services fees include base fees calculated
7-5
as a percentage of AUM, brokerage transaction charges and performance fees. The
increase in investment advisory and services fees primarily resulted from higher
average AUM in the institutional investment and private client distribution
channels, partially offset by the disposition of its cash management services in
the retail channel. These increases were partially offset by $85.0 million lower
transaction charges in 2005 as management implemented a restructuring in the
first half of 2005 that eliminated transaction charges for most private clients
while raising base fees. The increase in performance fees from $92.6 million in
2004 to $131.9 million in 2005 was principally due to strong investment
performance in hedge funds, equity value and style blend investment services in
2005. The increase in Other revenues, net in 2005 was principally due to gains
from the three 2005 dispositions as well as a $23.8 million increase in
brokerage interest and dividends and interest on AllianceBernstein's deferred
compensation investments. The increase in institutional research services
revenues was due to higher market share, higher average daily volumes in both
the U.S. and U.K. stock markets and pricing increases in the U.K. partially
offset by pricing declines in the U.S. The decrease in distribution revenues was
principally due to the disposition of AllianceBernstein's cash management
services in second quarter 2005.
Other Operating Expenses. The segment's total expenses were $2.34 billion in
2005, compared to $2.33 billion in 2004, an increase of $9.6 million as a $131.9
million decrease in promotion and servicing expenses was more than offset by the
$178.4 million increase in AllianceBernstein employee compensation and benefits.
The increase in AllianceBernstein employee compensation and benefits in 2005 as
compared to 2004 was due to increases in all components of compensation and
benefits. Base compensation, fringe benefits and other employment costs
increased $44.7 million in 2005 primarily due to merit increases and additional
headcount. Incentive compensation in 2005 increased $90.8 million due to higher
short-term incentive compensation reflecting higher earnings and higher deferred
compensation amortization due to vesting. Commission expense increased $42.9
million reflecting higher revenues across all distribution channels. The
decrease in promotion and servicing expense was primarily due to lower
distribution plan payments of $82.2 million largely due to the disposition of
its cash management services in second quarter 2005 and $45.4 million lower
amortization of deferred sales commissions resulting from lower sales of
back-end load shares. Other operating expenses decreased $37.8 million primarily
due to $14.6 million lower legal costs, a $12.9 million lower loss on disposal
of fixed assets and the absence of minority interests on a FIN 46 (R) VIE
deconsolidated in 2004.
ASSETS UNDER MANAGEMENT
A breakdown of the Company and AXA Financial's AUM follows:
ASSETS UNDER MANAGEMENT
(IN MILLIONS)
DECEMBER 31,
--------------------------------------
2005 2004
------------------ ------------------
Third party (1).......................................................... $ 513,499 $ 473,791
AXA Equitable General Account, AXA Financial
and its other affiliates (2)........................................... 55,389 56,505
Insurance Group Separate Accounts........................................ 74,552 65,890
------------------ ------------------
Total Assets Under Management........................................ $ 643,440 $ 596,186
================== ==================
(1) Includes $24.08 billion and $22.62 billion of assets managed on behalf of
AXA affiliates at December 31, 2005 and 2004, respectively. Also included
in 2005 and 2004 are $13.30 billion and $12.48 billion, respectively, in
assets related to an Australian joint venture between AllianceBernstein and
an AXA affiliate.
(2) Includes invested assets of the Company, AXA Financial and its other
affiliates (including the MONY Companies) not managed by AllianceBernstein,
principally cash and short-term investments and policy loans, totaling
approximately $9.39 billion and $12.37 billion at December 31, 2005 and
2004, respectively, as well as mortgages and equity real estate totaling
$5.71 billion and $5.96 billion at December 31, 2005 and 2004,
respectively.
Third party AUM increased $39.71 billion to $513.50 billion in 2005 due to
increases at AllianceBernstein, with the MONY Companies contributing $4.79
billion and $6.83 billion at December 31, 2005 and 2004, respectively. AXA
Equitable General Account, AXA Financial and its other affiliates AUM decreased
$1.12 billion from the total reported in 2004 due to a $1.22 billion decrease in
the AXA Equitable General Account due to the effect of the
7-6
rising interest rate environment in 2005 on the fair value of the bond
portfolio. The $8.66 billion increase in Insurance Group Separate Accounts AUM
in 2005 resulted from market appreciation and net new deposits in addition to
the MONY Companies' contributions of $4.44 billion and $4.22 billion in 2005 and
2004, respectively.
AllianceBernstein's AUM increased $39.79 billion to $578.55 billion in 2005 from
$538.76 billion in 2004; with $42.7 billion of the increase resulting from
market appreciation due to equity market gains and $27.5 billion due to net
asset inflows offset by the $30.4 billion in dispositions resulting from the
three divestitures during 2005. Active equity growth and active equity value
account AUM, which comprise 66.4% of AllianceBernstein's total AUM at December
31, 2005, increased by 21.7%, while active fixed income account AUM decreased by
15.1%. Net inflows in 2005 were $19.7 million, $6.7 million and $1.1 million,
respectively, in the institutional investment management, private client and
retail channels. Non-U.S. clients accounted for 30.8% of AllianceBernstein's
December 31, 2005 AUM total.
DISCONTINUED OPERATIONS - WIND-UP ANNUITIES
Earnings from Wind-up Annuities of $15.2 million in 2005 as compared to $7.9
million in 2004 reflect releases of the allowance for future losses due
primarily to improved actual and projected investment results.
LIQUIDITY AND CAPITAL RESOURCES
AXA EQUITABLE
The principal sources of AXA Equitable's cash flows are premiums, deposits and
charges on policies and contracts, investment income, repayments of principal
and proceeds from sales of fixed maturities, sales of other General Account
Investment Assets, borrowings from affiliates and dividends and distributions
from subsidiaries.
AXA Equitable's liquidity requirements principally relate to the liabilities
associated with its various life insurance, annuity and group pension products
in its continuing operations; the liabilities of discontinued operations;
shareholder dividends to AXA Financial; and operating expenses, including debt
service. AXA Equitable's liabilities include the payment of benefits under life
insurance, annuity and group pension products, as well as cash payments in
connection with policy surrenders, withdrawals and loans.
Sources of Liquidity. AXA Equitable's primary source of short-term liquidity to
support continuing and discontinued insurance operations is a pool of liquid,
high quality short-term instruments structured to provide liquidity in excess of
the expected cash requirements.
In December 2005, AXA Equitable issued a $325.0 million Surplus Note to AXA
Financial. This borrowing has an interest rate of 6% and matures in 2035. The
proceeds from this note were used to repay the $400.0 million 6.95% Surplus Note
to maturity.
Other liquidity sources include dividends and distributions from
AllianceBernstein. In 2005, AXA Equitable received cash distributions from
AllianceBernstein and AllianceBernstein Holding of $369.6 million as compared to
$174.2 million in 2004. Cash distributions in 2004 were lower as a result of the
market timing settlements at AllianceBernstein.
Liquidity Requirements. The Company's liquidity needs are affected by
fluctuations in mortality, other benefit payments and policyholder directed
transfers from General Account to Separate Account investment options and in the
level of surrenders and withdrawals previously discussed in "Results of
Continuing Operations by Segment - Insurance," as well as by dividends to its
shareholder. In 2005 and 2004, respectively, AXA Equitable paid shareholder
dividends totaling $500.0 million and $500.0 million.
Management from time to time explores selective acquisition opportunities in
insurance and investment services businesses.
Management believes the Insurance Group has adequate internal sources of funds
for its presently anticipated needs.
Bernstein Put. In connection with AllianceBernstein's acquisition of Bernstein,
AXA Financial agreed to provide liquidity to the former Bernstein shareholders
after a two-year lockout period that ended October 2002. In fourth quarter 2002,
a subsidiary of AXA Equitable, as designee of AXA Financial, acquired 8.16
million of these
7-7
AllianceBernstein Units at the aggregate market price of $249.7 million; there
were no additional acquisitions in 2003. On March 5, 2004, a subsidiary of AXA
Equitable acquired 8.16 million AllianceBernstein Units for an aggregate market
price of $308.7 million. On December 21, 2004, AXA Financial and a subsidiary of
AXA Equitable acquired 5.61 million and 2.55 million additional
AllianceBernstein units for aggregate market price of $225.0 million and $102.0
million, respectively. At December 31, 2005, the Company's consolidated economic
interest in AllianceBernstein was 46.3% while AXA Financial Group's total
consolidated economic interest in AllianceBernstein was approximately 61.1%. The
remaining 16.3 million AllianceBernstein Units still held by the former
Bernstein shareholders at December 31, 2005 may be sold to AXA Financial or its
designee at the prevailing market price over the remaining four years ending in
2009. Generally, not more than 20% of the original Units issued to the former
Bernstein shareholders may be put to AXA Financial in any one annual period.
ALLIANCEBERNSTEIN
AllianceBernstein's principal sources of liquidity have been cash flows from
operations and proceeds from the issuance, both publicly and privately, of debt
and AllianceBernstein Units. AllianceBernstein requires financial resources to
fund commissions paid on certain back-end load mutual fund sales, to fund
distributions to Unitholders, to fund capital expenditures and for general
working capital purposes. On January 4, 2006 and 2005, respectively,
AllianceBernstein deposited an additional $49.1 million and $340.8 million in
U.S. Treasury Bills in a special reserve account pursuant to Rule 15c3-3
requirements. AllianceBernstein's $400 million 5.625% Senior Notes mature in
August 2006 and are redeemable at any time. AllianceBernstein intends to use
cash flow from operations to retire its Senior Notes at maturity.
In 2005, AllianceBernstein completed several transactions involving its domestic
and foreign business operations. These dispositions, described in "Results of
Continuing Operations by Segment - Investments Services" included elsewhere in
this management narrative, are not expected to have a material impact on the
Investment Services segment's future results of operations, cash flow or
liquidity.
AllianceBernstein has an $800.0 million five-year revolving credit facility
entered into in September 2002 with a group of commercial banks and other
lenders. Of the total, $425.0 million provides back-up liquidity for
AllianceBernstein's $425.0 million commercial paper program, with the balance
available for general purposes, including capital expenditures and funding
payment of deferred sales commissions to financial intermediaries. The
facility's interest rate, at AllianceBernstein's option, is a floating rate
generally based on a defined prime rate, a rate related to LIBOR or the Federal
funds rate. On February 17, 2006, AllianceBernstein replaced the existing
arrangement with a new $800.0 million five-year revolving credit facility with
substantially the same terms. To supplement its commercial paper program,
AllianceBernstein maintains a $100 million Extendible Commercial Notes ("ECN")
program. ECNs are short-term uncommitted debt instruments that do not require
back-up liquidity support. No amounts were outstanding at December 31, 2005
under any of these programs.
Certain of AllianceBernstein's deferred and other compensation plans provide for
the election by participants to notionally invest in AllianceBernstein Holding
units or AllianceBernstein sponsored mutual funds. From time to time,
AllianceBernstein will fund participant elections. In 2005 and 2004,
respectively, subsidiaries of AllianceBernstein purchased AllianceBernstein
Holding units totaling $33.3 million and $45.1 million for such plans.
Management believes AllianceBernstein's substantial equity base, its access to
public and private debt and its cash flows from operations will provide the
financial resources to meet its financial obligations. For further information,
see AllianceBernstein's Annual Report on Form 10-K for the year ended December
31, 2005.
SUPPLEMENTARY INFORMATION
The Company is involved in a number of ventures and transactions with AXA and
certain of its affiliates. At December 31, 2005, AXA Equitable had outstanding a
$400.0 million, 5.89% loan to AXA Insurance Holding Co., Ltd., a Japanese
subsidiary of AXA. All payments, including interest, are guaranteed by AXA.
AllianceBernstein provides investment management and related services to AXA,
AXA Financial and AXA Equitable and certain of their subsidiaries and
affiliates. In 2001, AllianceBernstein entered into joint ventures with an
Australian affiliate of AXA and recognized management fees of $20.6 million,
$19.8 million and $15.0 million in 2005, 2004 and 2003, respectively. AXA
Financial, AXA Equitable and AllianceBernstein, along with other AXA affiliates,
participate in certain cost sharing and servicing agreements that include
technology and professional development arrangements. Payments by AXA Equitable
and AllianceBernstein to AXA totaled approximately $32.8 million and $30.2
million in 2005 and 2004, respectively. See Notes 19 and 22 of Notes to the
Consolidated Financial Statements and AllianceBernstein's Report on Form 10-K
for the year ended December 31, 2005 for information on related party
transactions.
7-8
A schedule of future payments under certain of the Company's consolidated
contractual obligations follows:
CONTRACTUAL OBLIGATIONS - DECEMBER 31, 2005
(IN MILLIONS)
PAYMENTS DUE BY PERIOD
----------------------------------------------------------------
LESS THAN OVER
TOTAL 1 YEAR 1 - 3 YEARS 4 - 5 YEARS 5 YEARS
--------------- ---------------- ------------- --------------- -----------------
Contractual obligations:
Long-term debt.................. $ 607.6 $ 400.0 $ 7.6 $ - $ 200.0
Employee benefits............... 1,733.2 158.2 338.5 346.7 889.8
Operating leases................ 1,363.3 160.6 298.4 257.3 647.0
-------------- --------------- ------------ -------------- ------------------
Total Contractual
Obligations................. $ 3,704.1 $ 718.8 $ 644.5 $ 604.0 $ 1,736.8
=============== =============== ============ ============== ==================
Interest on long-term debt will be approximately $31.4 million in 2006 and $15.4
million per annum in years 2007 through 2010, while interest on loans from
affiliates will be approximately $19.5 million per annum in years 2006 through
2010. The Company also has contractual obligations to the policy and
contractholders of its various life insurance and annuity products and/or their
designated beneficiaries. These obligations include paying death claims and
making annuity payments. The timing of such payments depends upon such factors
as the mortality and persistency of its customer base.
Certain of AllianceBernstein's deferred compensation plans provide for the
election by participants to have their deferred compensation awards invested
notionally in AllianceBernstein Holding Units and in company-sponsored mutual
funds. Since January 1, 2006, AllianceBernstein made purchases of mutual funds
totaling $208 million to fund its future obligations resulting from participant
elections with respect to 2005 awards. During fourth quarter 2005,
AllianceBernstein purchased AllianceBernstein Holding units with an aggregate
value of approximately $16.3 million. These units were held in a deferred
compensation trust at December 31, 2005 to fund its future obligations to
participants who elected to notionally invest a portion of their 2005 awards in
such units. AllianceBernstein had a $173.9 million accrual for compensation and
benefits, of which $115.1 million is expected to be paid in 2007-2008, $29.0
million in 2009-2010 and the rest thereafter. Further, AllianceBernstein expects
to make contributions to its qualified profit sharing plan of approximately
$22.0 million in each of the next four years. AllianceBernstein currently
expects to contribute $3.0 million to its qualified, noncontributory, defined
benefit plan during 2006.
In addition, the Company has obligations under contingent commitments at
December 31, 2005, including: AllianceBernstein's revolving credit facility and
commercial paper program; AllianceBernstein's $100.0 million ECN program; the
Insurance Group's $60.5 million undrawn letters of credit; AllianceBernstein's
$125.0 million guarantee on behalf of SCB LLC; and the Company's guarantees or
commitments to provide equity financing to certain limited partnerships of
$465.2 million. Information on these contingent commitments can be found in
Notes 10, 15, 21 and 22 of Notes to Consolidated Financial Statements.
Further, the Company is exposed to potential risk related to its own ceded
reinsurance agreements with other insurers and to insurance guaranty fund laws
in all 50 states, the District of Columbia and Puerto Rico. Under these laws,
insurers doing business in these states can be assessed amounts up to prescribed
limits to protect policyholders of companies that become impaired or insolvent.
7-9
CRITICAL ACCOUNTING ESTIMATES
The Company's management narrative is based upon the Company's consolidated
financial statements that have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements 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. On an on-going basis, the
Company evaluates its estimates, including those related to investments,
recognition of insurance income and related expenses, DAC, future policy
benefits, recognition of Investment Services revenues and related expenses and
pension cost. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. The results of such factors form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from those estimates
under different assumptions or conditions.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
Investments - The Company records an investment impairment charge when it
believes an investment has experienced a decline in fair value that is other
than temporary. Identifying those situations requires management's careful
consideration of the facts and circumstances, including but not limited to the
duration and extent to which the fair value has been depressed, the financial
position, cash flows, and near-term earnings potential of the issuer, as well as
the Company's ability and intent to retain the investment to allow sufficient
time for any anticipated recovery in fair value. The basis for measuring fair
value may require utilization of investment valuation methodologies, such as
discounted cash flow analysis, if quoted market prices are not readily
available.
Recognition of Insurance Income and Related Expenses - Profits on
non-participating traditional life policies and annuity contracts with life
contingencies emerge from the matching of benefits and other expenses against
the related premiums. Profits on participating traditional life, universal life
and investment-type contracts emerge from the matching of benefits and other
expenses against the related contract margins. This matching is accomplished by
means of the provision for liabilities for future policy benefits and the
deferral, and subsequent amortization, of policy acquisition costs. Secular
trends and the Company's own mortality, morbidity, persistency and claims
experience have a direct impact on the benefits and expenses reported in any
given period.
DAC - For universal life and investment-type contracts and participating
traditional life policies, DAC amortization may be affected by changes in
estimated gross profits and margins principally related to investment results,
Separate Account fees, mortality and expense margins, lapse rates and
anticipated surrender charges. Should revisions to estimated gross profits or
margins be required, the effect is reflected in earnings in the period such
estimated gross profits are revised. Additionally, the level of operating
expenses of the Insurance Group that can be deferred is another significant
factor in that business' reported profitability in any given period.
Future Policy Benefits - Future policy benefit liabilities for traditional
policies are based on actuarial assumptions as to such factors as mortality,
morbidity, persistency, interest and expenses and, in the case of participating
policies, expected annual and terminal dividends. Determination of the GMDB/GMIB
liabilities is based on models that involve numerous estimates and subjective
judgments, including those regarding expected market rates of return and
volatility, contract surrender rates, mortality experience and, for GMIB, GMIB
election rates. Premium deficiency reserves are based upon estimates of future
gross premiums, expected policy benefits and other expenses. The allowance for
future losses for the discontinued Wind-Up Annuities business is based upon
numerous estimates and subjective judgments regarding the expected performance
of the related invested assets, future asset reinvestment rates and future
benefit payments.
Recognition of Investment Services Revenues and Related Expenses - The
Investment Services segment's revenues are largely dependent on the total value
and composition of assets under management. The most significant factors that
could affect this segment's results include, but are not limited to, the
performance of the financial markets and the investment performance and
composition of sponsored investment products and separately managed accounts.
Performance fees are recorded as revenue at the end of the specified period and
will generally be higher in favorable markets and lower in unfavorable markets,
which may increase the volatility of the segment's revenues and earnings.
7-10
Capitalized sales commissions paid to financial intermediaries in connection
with the sale of shares of open-end mutual funds sold without a front-end sales
charge are expected to be recovered from distribution plan payments received
from those funds and from contingent deferred sales charges received from
shareholders of those funds upon redemption of their shares. The recoverability
of these commissions is estimated based on management's assessment of these
future revenue flows.
Pension Cost - Net periodic pension cost is the aggregation of the compensation
cost of benefits promised, interest cost resulting from deferred payment of
those benefits, and investment results of assets dedicated to fund those
benefits. Each cost component is based on the Company's best estimate of
long-term actuarial and investment return assumptions. Actual experience
different from that assumed generally is recognized prospectively over future
periods; however, significant variances could result in immediate recognition if
they exceed certain prescribed thresholds or in conjunction with a
reconsideration of the related assumptions.
Stock-based Compensation - Prior to the adoption of SFAS No. 123(R),
"Share-based Payments," on January 1, 2006, equity settled stock option awards
only resulted in compensation expense if the current market price of the
underlying stock exceeded the option strike price at the grant date.
Compensation expense for cash settled award programs, such as tandem Stock
Appreciation Rights and Performance Units, is recorded based upon changes in the
fair value of the AXA ADRs or AXA shares. In connection with the adoption of
SFAS No. 123(R) at January 1, 2006, the Company will begin recognizing
compensation expense for the unvested portion of awards outstanding on January
1, 2006 over the balance of the vesting period and for new awards after January
1, 2006, for the fair values of the option awards over the vesting period.
Significant factors that could affect results include, but are not limited to,
assumptions incorporated in the option pricing models, changes in the market
price of AXA ADRs and AXA ordinary shares and grants of additional awards.
Consolidation - The Company includes in its consolidated financial statements
the accounts and activities of AXA Equitable, those of its subsidiaries engaged
in insurance related businesses; other subsidiaries, principally
AllianceBernstein; and those investment companies, partnerships and joint
ventures in which the Company has control and a majority economic interest as
well as those VIEs that meet the requirements for consolidation. All significant
intercompany transactions and balances except those with discontinued operations
have been eliminated in consolidation.
7-11
PART II, ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's businesses are subject to financial, market, political and
economic risks, as well as to risks inherent in its business operations. The
discussion that follows provides additional information on market risks arising
from its insurance asset/liability management and asset management activities.
Such risks are evaluated and managed by each business on a decentralized basis.
Primary market risk exposure results from interest rate fluctuations, equity
price movements and changes in credit quality.
INSURANCE GROUP
Insurance Group results significantly depend on profit margins between
investment results from assets held in the General Account associated with the
continuing operations ("General Account Investment Assets") and Wind-up
Annuities of the Insurance Group and interest credited on individual insurance
and annuity products. Management believes its fixed rate liabilities should be
supported by a portfolio principally composed of fixed rate investments that
generate predictable, steady rates of return. Although these assets are
purchased for long-term investment, the portfolio management strategy considers
them available for sale in response to changes in market interest rates, changes
in prepayment risk, changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other relevant
factors. See the "Investments" section of Note 2 of Notes to Consolidated
Financial Statements for the accounting policies for the investment portfolios.
The objective of portfolio management is to maximize returns, taking into
account interest rate and credit risks. Insurance asset/liability management
includes strategies to minimize exposure to loss as interest rates and economic
and market conditions change. As a result, the fixed maturity portfolio has
modest exposure to call and prepayment risk and the vast majority of mortgage
holdings are fixed rate mortgages that carry yield maintenance and prepayment
provisions.
Insurance Group assets with interest rate risk include fixed maturities and
mortgage loans that make up 86.4% of the carrying value of General Account
Investment Assets at December 31, 2005. As part of its asset/liability
management, quantitative analyses are used to model the impact various changes
in interest rates have on assets with interest rate risk. The table that follows
shows the impact an immediate 100 basis point increase in interest rates at
December 31, 2005 and 2004 would have on the fair value of fixed maturities and
mortgage loans:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
-------------------------------------- ------------------------------------
BALANCE AFTER Balance After
FAIR +100 BASE Fair +100 Basis
VALUE POINT CHANGE Value Point Change
----------------- -------------------- ---------------- -------------------
Continuing Operations:
Fixed maturities:
Fixed rate....................... $ 30,180.7 $ 28,560.4 $ 30,778.2 $ 29,152.5
Floating rate.................... 254.1 253.3 305.3 303.1
Mortgage loans..................... 3,329.0 3,191.5 3,321.4 3,186.1
Wind-up Annuities:
Fixed maturities:
Fixed rate....................... $ 823.5 $ 787.0 $ 702.1 $ 673.9
Mortgage loans..................... 7.1 6.9 23.0 22.6
A 100 basis point fluctuation in interest rates is a hypothetical rate scenario
used to demonstrate potential risk; it does not represent management's view of
future market changes. While these fair value measurements provide a
representation of interest rate sensitivity of fixed maturities and mortgage
loans, they are based on various portfolio exposures at a particular point in
time and may not be representative of future market results. These exposures
will change as a result of ongoing portfolio activities in response to
management's assessment of changing market conditions and available investment
opportunities.
7A-1
The investment portfolios also have direct holdings of public and private equity
securities. The following table shows the potential exposure from those equity
security investments, measured in terms of fair value, to an immediate 10% drop
in equity prices from those prevailing at December 31, 2005 and 2004:
EQUITY PRICE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
--------------------------------------- ------------------------------------
BALANCE AFTER Balance After
FAIR -10% EQUITY Fair -10% Equity
VALUE PRICE CHANGE Value Price Change
----------------- --------------------- -------------- ---------------------
Insurance Group:
Continuing operations.............. $ 159.2 $ 143.3 $ 229.7 $ 206.7
Wind-up Annuities.................. .1 .1 .3 .2
A 10% decrease in equity prices is a hypothetical scenario used to calibrate
potential risk and does not represent management's view of future market
changes. The fair value measurements shown are based on the equity securities
portfolio exposures at a particular point in time and these exposures will
change as a result of ongoing portfolio activities in response to management's
assessment of changing market conditions and available investment opportunities.
At years end 2005 and 2004, the aggregate carrying values of policyholders
liabilities were $42,009.0 million and $41,791.9 million, respectively,
including $17,985.2 million and $17,730.2 million of liabilities, respectively,
related to the General Account's investment contracts. The aggregate fair value
of those investment contracts at years end 2005 and 2004 were $18,244.5 million
and $18,137.5 million, respectively. The impact of a relative 1% decrease in
interest rates would be an increase in the fair value of those investment
contracts to $18,683.3 million and $18,760.2 million, respectively. Those
investment contracts represent only a portion of total policyholders
liabilities. As such, meaningful assessment of net market risk exposure cannot
be made by comparing the results of the invested assets sensitivity analyses
presented herein to the potential exposure from the policyholders liabilities
quantified in this paragraph.
Asset/liability management is integrated into many aspects of the Insurance
Group's operations, including investment decisions, product development and
determination of crediting rates. As part of its risk management process,
numerous economic scenarios are modeled, including cash flow testing required
for insurance regulatory purposes, to determine if existing assets would be
sufficient to meet projected liability cash flows. Key variables include
policyholder behavior, such as persistency, under differing crediting rate
strategies. On the basis of these more comprehensive analyses, management
believes there is minimal solvency risk to AXA Equitable from interest rate
movements of 100 basis points and from equity price changes of 10% from year-end
2005 levels.
The Insurance Group primarily uses derivatives for asset/liability risk
management, for hedging individual securities and to reduce the Insurance
Group's exposure to equity market decline and interest rate fluctuations. As
more fully described in Notes 2 and 14 of Notes to Consolidated Financial
Statements, various traditional derivative financial instruments are used to
achieve these objectives, including interest rate floors to hedge crediting
rates on interest-sensitive individual annuity contracts, interest rate futures
to protect against declines in interest rates between receipt of funds and
purchase of appropriate assets, and interest rate swaps to modify the duration
and cash flows of fixed maturity investments and long-term debt. In addition,
the Company periodically enters into forward and futures contracts to hedge
certain equity exposures, including the program to hedge certain risks
associated with the GMDB/GMIB features of certain annuity products. To minimize
credit risk exposure associated with its derivative transactions, each
counterparty's credit is appraised and approved and risk control limits and
monitoring procedures are applied. Credit limits are established and monitored
on the basis of potential exposures that take into consideration current market
values and estimates of potential future movements in market values given
potential fluctuations in market interest rates.
While notional amount is the most commonly used measure of volume in the
derivatives market, it is not used by the Insurance Group as a measure of risk
because the notional amount greatly exceeds the possible credit and market loss
that could arise from such transactions. Mark to market exposure is a
point-in-time measure of the value of a derivative contract in the open market.
A positive value indicates existence of credit risk for the Insurance Group
because the counterparty would owe money to the Insurance Group if the contract
were closed. Alternatively, a negative value indicates the Insurance Group would
owe money to the counterparty if the contract were closed. If
7A-2
there is more than one derivative transaction outstanding with a counterparty, a
master netting arrangement exists with the counterparty. In that case, the
market risk represents the net of the positive and negative exposures with the
single counterparty. In management's view, the net potential exposure is the
better measure of credit risk.
At years end 2005 and 2004, the fair values of the Insurance Group's derivatives
were $12.3 million and $5.8 million, respectively. The table that follows shows
the interest rate or equity sensitivities of those derivatives, measured in
terms of fair value. These exposures will change as a result of ongoing
portfolio and risk management activities.
INSURANCE GROUP - DERIVATIVE FINANCIAL INSTRUMENTS
(IN MILLIONS, EXCEPT FOR WEIGHTED AVERAGE TERM)
INTEREST RATE SENSITIVITY
--------------------------------------------------------
WEIGHTED
AVERAGE BALANCE AFTER BALANCE AFTER
NOTIONAL TERM -100 BASIS FAIR +100 BASIS
AMOUNT (YEARS) POINT CHANGE VALUE POINT CHANGE
--------------- -------------- ---------------- ------------------- -------------------
DECEMBER 31, 2005
Options:
Floors.............. $ 24,000.0 2.55 $ 43.9 $ 12.3 $ 7.0
Futures............... 286.6 0.22 17.0 0.0 (17.0)
--------------- ---------------- ------------------- -------------------
Total.................... $ 24,286.6 $ 60.9 $ 12.3 $ (10.0)
=============== ================ =================== ===================
December 31, 2004
Options:
Floors.............. $ 12,000.0 2.60 $ 38.0 $ 5.8 $ 1.8
Futures............... 156.7 .22 9.5 - (9.5)
--------------- ---------------- ------------------- -------------------
Total.................... $ 12,156.7 $ 47.5 $ 5.8 $ (7.7)
=============== ================ =================== ===================
EQUITY SENSITIVITY
--------------------------------------
BALANCE AFTER
FAIR -10% EQUITY
VALUE PRICE SHIFT
------------------- -------------------
DECEMBER 31, 2005
Futures............... $ (1,921.3) .21 $ - $ 192.1
=============== =================== ===================
December 31, 2004
Futures............... $ (956.6) .22 $ - $ 95.7
=============== =================== ===================
In addition to the traditional derivatives discussed above, the Insurance Group
has entered into reinsurance contracts to mitigate the risk associated with the
impact of potential market fluctuations on future policyholder elections of GMIB
features contained in certain annuity contracts. These reinsurance contracts are
considered derivatives under SFAS No. 133 and were reported at their fair values
of $132.6 million and $90.0 million at December 31, 2005 and 2004, respectively.
The potential fair value exposure to an immediate 10% drop in equity prices from
those prevailing at December 31, 2005 and 2004, respectively, would increase the
balances of these reinsurance contracts to $211.8 million and $153.8 million.
7A-3
At the end of 2005 and of 2004, the aggregate fair values of long-term debt
issued by AXA Equitable were $232.6 million and $243.7 million, respectively.
The table below shows the potential fair value exposure to an immediate 100
basis point decrease in interest rates from those prevailing at the end of 2005
and of 2004.
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
-------------------------------------- -------------------------------------
BALANCE AFTER Balance After
FAIR -100 BASIS Fair -100 Basis
VALUE POINT CHANGE Value Point Change
----------------- -------------------- ------------------ ------------------
Continuing Operations:
Fixed rate........................ $ 232.6 $ 250.0 $ 243.7 $ 263.5
INVESTMENT SERVICES
AllianceBernstein's investments consist of investments, trading and
available-for-sale, and other investments. AllianceBernstein's investments,
trading and available-for-sale, include U.S. Treasury bills and equity and fixed
income mutual fund investments. Trading investments are purchased for short-term
investments, principally to fund liabilities related to deferred compensation
plans. Although investments, available-for-sale, are purchased for long-term
investment, the portfolio strategy considers them available-for-sale from time
to time due to changes in market interest rates, equity prices and other
relevant factors. Other investments include investments in hedge funds sponsored
by AllianceBernstein.
The table below provides AllianceBernstein's potential exposure, measured in
terms of fair value, to an immediate 100 basis point increase in interest rates
at all maturities from the levels prevailing at December 31, 2005 and 2004:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
----------------------------------- --------------------------------
BALANCE AFTER Balance After
FAIR +100 BASIS POINT Fair +100 Basis Point
VALUE CHANGE Value Change
----------- --------------------- ----------- --------------------
Fixed Income Investments:
Trading............................ $30.5 $29.1 $30.0 $28.6
Available for sale and other
investments...................... 2.5 2.4 2.1 2.0
Such a fluctuation in interest rates is a hypothetical rate scenario used to
calibrate potential risk and does not represent AllianceBernstein management's
view of future market changes. While these fair value measurements provide a
representation of interest rate sensitivity of fixed income mutual funds and
fixed income hedge funds, they are based on AllianceBernstein's exposures at a
particular point in time and may not be representative of future market results.
These exposures will change as a result of ongoing changes in investments in
response to AllianceBernstein management's assessment of changing market
conditions and available investment opportunities.
7A-4
The following table presents AllianceBernstein's potential exposure with respect
to its equity investments, including equity mutual funds and equity hedge funds,
measured in terms of fair value, to an immediate 10% drop in equity prices from
those prevailing at December 31, 2005 and 2004:
EQUITY PRICE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
------------------------------ ------------------------------
BALANCE AFTER Balance After
FAIR -10% EQUITY PRICE Fair -10% Equity Price
VALUE CHANGE Value Change
-------- -------------------- -------- --------------------
Equity Investments:
Trading............................ $282.7 $254.4 $126.9 $114.3
Available-for-sale and other
investments...................... 115.7 104.1 94.5 85.0
A 10% decrease in equity prices is a hypothetical scenario used to calibrate
potential risk and does not represent AllianceBernstein management's view of
future market changes. While these fair value measurements provide a
representation of equity price sensitivity of equity mutual funds and equity
hedge funds, they are based on AllianceBernstein's exposure at a particular
point in time and may not be representative of future market results. These
exposures will change as a result of ongoing portfolio activities in response to
AllianceBernstein management's assessment of changing market conditions and
available investment opportunities.
At December 31, 2005 and 2004, respectively, AllianceBernstein's fixed rate debt
had an aggregate fair value of $409.7 and $422.2 million. The table below
provides the potential fair value exposure to an immediate 100 basis point
decrease in interest rates at all maturities and a ten percent decrease in
exchange rates from those prevailing at year-end 2005 and 2004:
INTEREST RATE RISK EXPOSURE
(IN MILLIONS)
DECEMBER 31, 2005 December 31, 2004
------------------------------------------- -----------------------------------
Balance
After
BALANCE BALANCE Balance -10%
AFTER -100 AFTER -10% After -100 Exchange
BASIS POINT EXCHANGE Basis Point Rate
FAIR VALUE CHANGE RATE CHANGE Fair Value Change Change
----------- ------------ ------------- ----------- ----------- -----------
Debt: non-trading............ $409.7 $427.9 $410.4 $422.1 $439.5 $423.0
For further information on AllianceBernstein's market risk, see
AllianceBernstein Holding and AllianceBernstein's Annual Reports on Form 10-K
for the year ended December 31, 2005.
7A-5
PART II, ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
AXA EQUITABLE LIFE INSURANCE COMPANY
Reports of Independent Registered Public Accounting Firms:
Report of PricewaterhouseCoopers LLP on AXA Equitable Life Insurance Company........................... F-1
Report of KPMG LLP on AllianceBernstein L.P............................................................ F-2
Report of KPMG LLP on AllianceBernstein Holding L.P.................................................... F-3
Consolidated Financial Statements:
Consolidated Balance Sheets, December 31, 2005 and 2004................................................. F-4
Consolidated Statements of Earnings, Years Ended December 31, 2005, 2004 and 2003....................... F-5
Consolidated Statements of Shareholder's Equity and Comprehensive Income, Years Ended
December 31, 2005, 2004 and 2003...................................................................... F-6
Consolidated Statements of Cash Flows, Years Ended December 31, 2005, 2004 and 2003..................... F-7
Notes to Consolidated Financial Statements.............................................................. F-9
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules.................. F-57
Consolidated Financial Statement Schedules:
Schedule I - Summary of Investments - Other than Investments in Related Parties,
December 31, 2005..................................................................................... F-58
Schedule II - Balance Sheets (Parent Company), December 31, 2005 and 2004.............................. F-59
Schedule II - Statements of Earnings (Parent Company), Years Ended
December 31, 2005, 2004 and 2003...................................................................... F-60
Schedule II - Statements of Cash Flows (Parent Company), Years Ended
December 31, 2005, 2004 and 2003...................................................................... F-61
Schedule III - Supplementary Insurance Information, Years Ended
December 31, 2005, 2004 and 2003...................................................................... F-62
Schedule IV - Reinsurance, Years Ended December 31, 2005, 2004 and 2003................................ F-65
FS-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholder of
AXA Equitable Life Insurance Company:
In our opinion, based on our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of earnings, of shareholder's equity and comprehensive income and of cash flows
present fairly, in all material respects, the financial position of AXA
Equitable Life Insurance Company and its subsidiaries ("AXA Equitable") at
December 31, 2005 and December 31, 2004, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
2005 in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the AXA
Equitable's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of AllianceBernstein L.P. and AllianceBernstein Holding L.P.,
subsidiaries of AXA Equitable, as of and for the year ended December 31, 2005,
whose statements reflect total assets of seven percent of the related
consolidated total as of December 31, 2005 and total revenues of thirty-six
percent of the related consolidated total for the year ended December 31, 2005.
Those statements were audited by other auditors whose reports thereon have been
furnished to us, and our opinion expressed herein, insofar as it relates to the
amounts included for AllianceBernstein L.P. and AllianceBernstein Holding L.P.,
is based solely on the reports of the other auditors. We conducted our audits of
these statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
As discussed in Note 2 of the Notes to Consolidated Financial Statements, in
2004, AXA Equitable changed its method of accounting for variable interest
entities and certain nontraditional long-duration contracts and for Separate
Accounts.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 17, 2006
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein L.P.:
We have audited the accompanying consolidated statements of financial condition
of AllianceBernstein L.P. and subsidiaries ("AllianceBernstein"), formerly
Alliance Capital Management L.P., as of December 31, 2005 and 2004, and the
related consolidated statements of income, changes in partners' capital and
comprehensive income and cash flows for each of the years in the three-year
period ended December 31, 2005. These consolidated financial statements are the
responsibility of the management of the General Partner. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AllianceBernstein as
of December 31, 2005 and 2004, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31,
2005, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of
AllianceBernstein's internal control over financial reporting as of December 31,
2005, based on criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 24, 2006 expressed an unqualified opinion
on management's assessment of, and the effective operation of, internal control
over financial reporting.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The General Partner and Unitholders
AllianceBernstein Holding L.P.:
We have audited the accompanying statements of financial condition of
AllianceBernstein Holding L.P. ("AllianceBernstein Holding"), formerly Alliance
Capital Management Holding L.P., as of December 31, 2005 and 2004, and the
related statements of income, changes in partners' capital and comprehensive
income and cash flows for each of the years in the three-year period ended
December 31, 2005. These financial statements are the responsibility of the
management of the General Partner. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AllianceBernstein Holding as of
December 31, 2005 and 2004, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of
AllianceBernstein Holding's internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 24, 2006 expressed an
unqualified opinion on management's assessment of, and the effective operation
of, internal control over financial reporting.
/s/ KPMG LLP
New York, New York
February 24, 2006
F-3
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
2005 2004
----------------- -----------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value................ $ 30,034.8 $ 30,722.3
Mortgage loans on real estate............................................... 3,233.9 3,131.9
Equity real estate, held for the production of income....................... 658.2 643.2
Policy loans................................................................ 3,824.2 3,831.4
Other equity investments.................................................... 1,122.1 1,010.5
Other invested assets....................................................... 1,290.9 1,053.3
----------------- -----------------
Total investments........................................................... 40,164.1 40,392.6
Cash and cash equivalents................................................... 1,112.1 1,739.6
Cash and securities segregated, at estimated fair value..................... 1,720.8 1,489.0
Broker-dealer related receivables........................................... 2,929.1 2,187.7
Deferred policy acquisition costs........................................... 7,557.3 6,813.9
Goodwill and other intangible assets, net................................... 3,758.8 3,761.4
Amounts due from reinsurers................................................. 2,604.4 2,549.6
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,723.5 3,600.9
Separate Accounts' assets................................................... 69,997.0 61,559.4
----------------- -----------------
TOTAL ASSETS................................................................ $ 133,967.1 $ 124,494.1
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 27,194.0 $ 26,875.1
Future policy benefits and other policyholders liabilities.................. 13,997.8 14,099.6
Broker-dealer related payables.............................................. 1,226.9 945.9
Customers related payables.................................................. 2,924.3 2,658.7
Amounts due to reinsurers................................................... 1,028.3 994.0
Short-term and long-term debt............................................... 855.4 1,255.5
Loans from affiliates....................................................... 325.0 -
Income taxes payable........................................................ 2,821.9 2,714.8
Other liabilities........................................................... 1,786.6 1,859.6
Separate Accounts' liabilities.............................................. 69,997.0 61,559.4
Minority interest in equity of consolidated subsidiaries.................... 2,096.4 2,040.4
Minority interest subject to redemption rights.............................. 271.6 266.6
----------------- -----------------
Total liabilities........................................................... 124,525.2 115,269.6
----------------- -----------------
Commitments and contingencies (Notes 12, 14, 15, 16 and 17)
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.............................................. 4,976.3 4,890.9
Retained earnings........................................................... 4,030.8 3,457.0
Accumulated other comprehensive income...................................... 432.3 874.1
----------------- -----------------
Total shareholder's equity.................................................. 9,441.9 9,224.5
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 133,967.1 $ 124,494.1
================= =================
See Notes to Consolidated Financial Statements.
F-4
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product
policy fee income........................................... $ 1,889.3 $ 1,595.4 $ 1,376.7
Premiums...................................................... 881.7 879.6 889.4
Net investment income......................................... 2,492.8 2,501.4 2,386.9
Investment gains (losses), net................................ 55.4 65.0 (62.3)
Commissions, fees and other income............................ 3,632.3 3,383.5 2,811.8
----------------- ----------------- -----------------
Total revenues.......................................... 8,951.5 8,424.9 7,402.5
----------------- ----------------- -----------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits....................................... 1,859.8 1,867.1 1,708.2
Interest credited to policyholders' account balances.......... 1,065.5 1,038.1 969.7
Compensation and benefits..................................... 1,804.4 1,604.9 1,327.0
Commissions................................................... 1,128.7 1,017.3 991.9
Distribution plan payments.................................... 292.0 374.2 370.6
Amortization of deferred sales commissions.................... 132.0 177.4 208.6
Interest expense.............................................. 76.3 76.8 82.3
Amortization of deferred policy acquisition costs............. 601.3 472.9 434.6
Capitalization of deferred policy acquisition costs........... (1,199.4) (1,015.9) (990.7)
Rent expense.................................................. 165.2 185.0 165.8
Amortization of other intangible assets....................... 23.6 22.9 21.9
AllianceBernstein charge for mutual fund matters
and legal proceedings....................................... - - 330.0
Other operating costs and expenses............................ 957.1 930.0 832.4
----------------- ----------------- -----------------
Total benefits and other deductions..................... 6,906.5 6,750.7 6,452.3
----------------- ----------------- -----------------
Earnings from continuing operations before
income taxes and minority interest........................ 2,045.0 1,674.2 950.2
Income taxes.................................................. (519.5) (396.3) (240.5)
Minority interest in net income of consolidated subsidiaries.. (466.9) (384.1) (188.7)
----------------- ----------------- -----------------
Earnings from continuing operations........................... 1,058.6 893.8 521.0
Earnings from discontinued operations, net of income taxes.... 15.2 7.9 3.4
Gain on sale of discontinued operations, net of income taxes.. - 31.1 -
Cumulative effect of accounting changes, net of
income taxes.............................................. - (2.9) -
----------------- ----------------- -----------------
Net Earnings.................................................. $ 1,073.8 $ 929.9 $ 524.4
================= ================= =================
See Notes to Consolidated Financial Statements.
F-5
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
2005 2004 2003
----------------- ---------------- ----------------
(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning and end of year............. $ 2.5 $ 2.5 $ 2.5
----------------- ---------------- ----------------
Capital in excess of par value, beginning of year................. 4,890.9 4,848.2 4,812.8
Changes in capital in excess of par value......................... 85.4 42.7 35.4
----------------- ---------------- ----------------
Capital in excess of par value, end of year....................... 4,976.3 4,890.9 4,848.2
----------------- ---------------- ----------------
Retained earnings, beginning of year.............................. 3,457.0 3,027.1 2,902.7
Net earnings...................................................... 1,073.8 929.9 524.4
Dividends on common stock......................................... (500.0) (500.0) (400.0)
----------------- ---------------- ----------------
Retained earnings, end of year.................................... 4,030.8 3,457.0 3,027.1
----------------- ---------------- ----------------
Accumulated other comprehensive income, beginning of year......... 874.1 892.8 681.1
Other comprehensive (loss) income................................. (441.8) (18.7) 211.7
----------------- ---------------- ----------------
Accumulated other comprehensive income, end of year............... 432.3 874.1 892.8
----------------- ---------------- ----------------
Total Shareholder's Equity, End of Year........................... $ 9,441.9 $ 9,224.5 $ 8,770.6
================= ================ ================
COMPREHENSIVE INCOME
Net earnings...................................................... $ 1,073.8 $ 929.9 $ 524.4
----------------- ---------------- ----------------
Change in unrealized (losses) gains, net of reclassification
adjustments.................................................... (441.8) (31.1) 211.7
Cumulative effect of accounting changes........................... - 12.4 -
----------------- ---------------- ----------------
Other comprehensive (loss) income................................. (441.8) (18.7) 211.7
----------------- ---------------- ----------------
Comprehensive Income.............................................. $ 632.0 $ 911.2 $ 736.1
================= ================ ================
See Notes to Consolidated Financial Statements.
F-6
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Net earnings.................................................. $ 1,073.8 $ 929.9 $ 524.4
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances........ 1,065.5 1,038.1 969.7
Universal life and investment-type product
policy fee income......................................... (1,889.3) (1,595.4) (1,376.7)
Net change in broker-dealer and customer related
receivables/payables...................................... (347.4) 379.6 22.5
Investment (gains) losses, net.............................. (55.4) (65.0) 62.3
Change in deferred policy acquisition costs................. (598.1) (543.0) (556.1)
Change in future policy benefits............................ 64.4 129.3 (97.4)
Change in property and equipment............................ (7.5) (69.3) (55.8)
Change in income tax payable................................ 340.5 349.6 246.3
Change in accounts payable and accrued expenses............. 23.7 (27.4) 276.8
Change in segregated cash and securities, net............... (231.8) (203.2) (111.5)
Minority interest in net income of consolidated subsidiaries 466.9 384.1 188.7
Change in fair value of guaranteed minimum income
benefit reinsurance contracts............................. (42.6) (61.0) 91.0
Amortization of deferred sales commissions.................. 132.0 177.4 208.6
Amortization of other intangible assets, net................ 23.6 22.9 21.9
Other, net.................................................. (63.5) 197.0 272.6
----------------- ----------------- -----------------
Net cash used provided by operating activities................ (45.2) 1,043.6 687.3
----------------- ----------------- -----------------
Cash flows from investing activities:
Maturities and repayments................................... 2,926.2 3,341.9 4,216.4
Sales....................................................... 2,432.9 2,983.6 4,818.2
Purchases................................................... (5,869.1) (7,052.5) (11,457.9)
Change in short-term investments............................ 13.8 (18.4) 610.7
Purchase of minority interest in consolidated subsidiary ... - (410.7) -
Other, net.................................................. (131.5) 169.7 89.3
----------------- ----------------- -----------------
Net cash used by investing activities......................... (627.7) (986.4) (1,723.3)
----------------- ----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits................................................... 3,816.8 4,029.4 5,639.1
Withdrawals and transfers to Separate Accounts............. (2,779.1) (2,716.0) (3,181.1)
Net change in short-term financings......................... - - (22.1)
Repayments of long-term..................................... (400.0) - -
Increase in loans from affiliates........................... 325.0 - -
Shareholder dividends paid.................................. (500.0) (500.0) (400.0)
Other, net.................................................. (417.3) (130.1) (270.4)
----------------- ----------------- -----------------
Net cash provided by financing activities..................... 45.4 683.3 1,765.5
----------------- ----------------- -----------------
Change in cash and cash equivalents........................... (627.5) 740.5 729.5
Cash and cash equivalents, beginning of year.................. 1,739.6 999.1 269.6
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year........................ $ 1,112.1 $ 1,739.6 $ 999.1
================= ================= =================
F-7
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(CONTINUED)
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Supplemental cash flow information:
Interest Paid............................................... $ 74.5 $ 86.2 $ 91.0
================= ================= =================
Income Taxes Paid (Refunded) ............................... $ 146.5 $ 154.4 $ (45.7)
================= ================= =================
See Notes to Consolidated Financial Statements.
F-8
AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
In 2004, The Equitable Life Assurance Society of the United States was
renamed AXA Equitable Life Insurance Company ("AXA Equitable"). AXA
Equitable, collectively with its consolidated subsidiaries (the
"Company"), is an indirect, wholly owned subsidiary of AXA Financial,
Inc. ("AXA Financial," and collectively with its consolidated
subsidiaries, "AXA Financial Group"). The Company's insurance business,
which comprises the Insurance segment, is conducted principally by AXA
Equitable and its wholly owned life insurance subsidiary, AXA Life and
Annuity Company ("AXA Life"), whose name was changed in 2004 from The
Equitable of Colorado. The Company's investment management business,
which comprises the Investment Services segment, is principally
conducted by AllianceBernstein L.P. (formerly Alliance Capital
Management L.P., and collectively with its consolidated subsidiaries
("AllianceBernstein")).
In October 2000, AllianceBernstein acquired substantially all of the
assets and liabilities of SCB Inc., formerly known as Sanford C.
Bernstein, Inc. ("Bernstein"). In the fourth quarter of 2002, the
Company acquired 8.16 million units in AllianceBernstein
("AllianceBernstein Units") at the aggregate market price of $249.7
million from SCB Inc. and SCB Partners, Inc. under a preexisting
agreement (see Note 2 of Notes to Consolidated Financial Statements). In
March and December 2004, the Company acquired
a total of 10.7 million AllianceBernstein Units at the aggregated market
price of $410.7 million from SCB Inc. and SCB Partners, Inc. under this
preexisting agreement. As a result of the 2004 transactions, the Company
recorded additional goodwill of $217.9 million and other intangible
assets of $26.9 million. The Company's consolidated economic interest in
AllianceBernstein was 46.3% at December 31, 2005, and together with its
ownership with other AXA Financial Group companies, the consolidated
economic interests in AllianceBernstein was approximately 61.1%.
In July 2004, AXA Financial completed its acquisition of The MONY Group
Inc. ("MONY"). The acquisition provides AXA Financial Group with
additional scale in distribution, client base and assets under
management.
AXA, a French holding company for an international group of insurance
and related financial services companies, has been AXA Financial's
largest shareholder since 1992. In 2000, AXA acquired the approximately
40% of outstanding AXA Financial common stock ("Common Stock") it did
not already own. On January 2, 2001, AXA Merger Corp. ("AXA Merger"), a
wholly owned subsidiary of AXA, was merged with and into AXA Financial,
resulting in AXA Financial Group becoming a wholly owned subsidiary of
AXA.
2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The preparation of the accompanying consolidated financial statements in
conformity with generally accepted accounting principles in the United
States of America ("GAAP") requires management to make estimates and
assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. The
accompanying 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.
The accompanying consolidated financial statements include the accounts
of AXA Equitable and its subsidiary engaged in insurance related
businesses (collectively, the "Insurance Group"); other subsidiaries,
principally AllianceBernstein; and those investment companies,
partnerships and joint ventures in which AXA Equitable or its
subsidiaries has control and a majority economic interest as well as
those variable interest entities ("VIEs") that meet the requirements for
consolidation.
F-9
All significant intercompany transactions and balances except those with
discontinued operations have been eliminated in consolidation. The years
"2005," "2004" and "2003" refer to the years ended December 31, 2005,
2004 and 2003, respectively. Certain reclassifications have been made in
the amounts presented for prior periods to conform those periods to the
current presentation.
Closed Block
------------
As a result of demutualization, the Closed Block was established in 1992
for the benefit of certain individual participating policies that were
in force on that date. Assets, liabilities and earnings of the Closed
Block are specifically identified to support its participating
policyholders.
Assets allocated to the Closed Block inure solely to the benefit of the
Closed Block policyholders and will not revert to the benefit of AXA
Financial. No reallocation, transfer, borrowing or lending of assets can
be made between the Closed Block and other portions of AXA Equitable's
General Account, any of its Separate Accounts or any affiliate of AXA
Equitable without the approval of the New York Superintendent of
Insurance (the "Superintendent"). Closed Block assets and liabilities
are carried on the same basis as similar assets and liabilities held in
the General Account. The excess of Closed Block liabilities over Closed
Block assets represents the expected future post-tax contribution from
the Closed Block that would be recognized in income over the period the
policies and contracts in the Closed Block remain in force.
Discontinued Operations
-----------------------
In 1991, management discontinued the business of certain pension
operations principally consisting of group non-participating wind-up
annuity products ("Wind-up Annuities"), the terms of which were fixed at
issue, which were sold to corporate sponsors of terminated qualified
defined benefit plans, for which a premium deficiency reserve has been
established. Management reviews the adequacy of the allowance for future
losses each quarter and makes adjustments when necessary. Management
believes the allowance for future losses at December 31, 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 invested assets held by Wind-up
Annuities ("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 Wind-up Annuities 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 Wind-up
Annuities. 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.
See Note 8 of Notes to Consolidated Financial Statements.
Equity real estate classified as held-for-sale is included in
Discontinued Operations.
Accounting Changes
------------------
On May 19, 2004, the Financial Accounting Standards Board (the "FASB")
approved the issuance of FASB Staff Position ("FSP") No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare
Prescription Drug Improvement and Modernization Act of 2003", that
provides guidance on employers' accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003
("MMA") signed into law in December 2003. FSP No. 106-2 became effective
for the first interim or annual period beginning after June 15, 2004 and
required the effects of the MMA, including estimates of the Federal
subsidy to employers whose plans provide a prescription drug benefit
that is at least as valuable as (i.e., "actuarially equivalent" to) the
new Medicare Part D benefit, to be reflected in measurements of the
accumulated postretirement benefits obligation and net periodic
postretirement benefit cost made on or after the date of enactment. As
permitted by FSP No. 106-2, the Company initially elected to defer these
remeasurements and to provide required disclosures pending regulations
regarding the determination of eligibility for the Federal subsidy under
the MMA. As more fully described in Note 13 of Notes to Consolidated
Financial Statements, following consideration of regulations and
guidance issued by the Center for Medicare and Medicaid Services, the
Company completed its transition to FSP No. 106-2 in fourth quarter 2005
by reducing the accumulated benefits obligations of the Company's
retiree medical plans as at January 1, 2005 to give effect to the
subsidy expected to be received in 2006 and future years. These
remeasurements resulted in an aggregate decrease in the annual net
periodic postretirement benefits costs for 2005 of approximately $7.4
million.
F-10
At March 31, 2004, the Company completed its transition to the
consolidation and disclosure requirements of FASB Interpretation ("FIN")
No. 46(R), "Consolidation of Variable Interest Entities, Revised".
At December 31, 2005 and 2004, the Insurance Group's General Account
held $5.8 million and $34.1 million of investment assets issued by VIEs
and determined to be significant variable interests under FIN No. 46(R).
At December 31, 2005 and 2004, as reported in the consolidated balance
sheet, these investments included $4.7 million and $32.9 million of
fixed maturities (collateralized debt and loan obligations) and $1.1
million and $1.2 million of other equity investments (principally
investment limited partnership interests) and are subject to ongoing
review for impairment in value. These VIEs do not require consolidation
because management has determined that the Insurance Group is not the
primary beneficiary. These variable interests at December 31, 2005
represent the Insurance Group's maximum exposure to loss from its direct
involvement with the VIEs. The Insurance Group has no further economic
interest in these VIEs in the form of related guarantees, commitments,
derivatives, credit enhancements or similar instruments and obligations.
Management of AllianceBernstein has reviewed its investment management
agreements and its investments in and other financial arrangements with
certain entities that hold client assets under management to determine
the entities that AllianceBernstein is required to consolidate under FIN
No. 46(R). These include certain mutual fund products domiciled in
Luxembourg, India, Japan, Singapore and Australia (collectively, the
"Offshore Funds"), hedge funds, structured products, group trusts and
joint ventures.
As a result of its review, in second and third quarters of 2004,
AllianceBernstein had consolidated an investment in a joint venture and
its funds under management. At December 31, 2004, AllianceBernstein sold
this investment and accordingly, no longer consolidates this investment
and its funds under management.
AllianceBernstein derived no direct benefit from client assets under
management of these entities other than investment management fees and
cannot utilize those assets in its operations.
AllianceBernstein has significant variable interests in certain other
VIEs with approximately $403.0 million in client assets under
management. However, these VIEs do not require consolidation because
management has determined that AllianceBernstein is not the primary
beneficiary. AllianceBernstein's maximum exposure to loss in these
entities is limited to its nominal investments in and prospective
investment management fees earned from these entities.
Effective January 1, 2004, the Company adopted Statement of Position
("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,
(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 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 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 required an adjustment to the liabilities
for group pension participating contracts to reflect the fair value of
all the assets
F-11
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 in
2004 net earnings of $2.9 million 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 Accounting Principles Board Opinion
("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.
AXA Equitable accounts for its stock option plans and other stock-based
compensation plans using the intrinsic value method in accordance with
the provisions of APB No. 25 "Accounting for Stock Issued to Employees,"
and related interpretations. In accordance with the opinion, stock
option awards result in compensation expense only if the current market
price of the underlying stock exceeds the option strike price at the
grant date. See Note 21 of Notes to Consolidated Financial Statements
for the pro forma disclosures required by SFAS No. 123, "Accounting for
Stock-Based Compensation," and SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure".
On December 16, 2004, the FASB issued SFAS No. 123(R), "Share-Based
Payment," requiring the cost of all share-based payments to employees,
including stock options, stock appreciation rights, and certain employee
stock purchase plans, to be recognized in the financial statements based
on their fair values. By ruling of the Securities and Exchange
Commission ("SEC"), effective April 21, 2005, public companies were
permitted to delay their initial adoption of SFAS No. 123(R) from the
first interim period to the first annual period beginning on or after
June 15, 2005. Consequently, the Company implemented SFAS 123(R)
effective January 1, 2006 and will reflect the resulting impacts of
adoption in its financial reporting for first quarter 2006. As more
fully described in Note 21 of Notes to Consolidated Financial
Statements, the Company elected under SFAS No. 123, "Accounting for
Stock-Based Compensation," to continue to account for stock-based
compensation using the intrinsic value method prescribed by APB No. 25,
and its related interpretations, and to provide only pro-forma
disclosure of the effect on net earnings from applying the fair value
based method. Accordingly, adoption of SFAS No. 123(R) will result in
compensation expense for certain types of the Company's equity-settled
award programs for which no cost previously would have been charged to
net earnings under APB No. 25, such as for employee options to purchase
AXA American Depository Receipts ("ADRs") and AXA ordinary shares and
for employee stock purchase plans. Similarly, certain types of the
Company's cash-settled award programs, such as stock appreciation
rights, may be
F-12
expected to result in different amounts of compensation expense or
different patterns of expense recognition under SFAS No. 123(R) as
compared to APB No. 25.
To effect its adoption of SFAS No. 123(R) on January 1, 2006, AXA
Financial Group elected the "modified prospective method" of transition
to the new accounting and reporting requirements for share-based
payments. Consequently, the resulting impacts of adoption to be
reflected in the Company's financial reporting for first quarter 2006
will not include a restatement of prior-period results to reflect the
original recognition provisions of SFAS No. 123 as would be required
under the alternative "modified retrospective method" of transition.
Under the modified prospective method, the Company will be required to
apply the measurement, recognition, and attribution requirements of SFAS
123(R) to new awards and to awards modified, repurchased or cancelled
after January 1, 2006. In addition, the modified prospective method will
require the Company to recognize compensation expense over the remaining
future service/vesting periods for the unvested portions of awards
outstanding at January 1, 2006, applying the same estimates of fair
value and the same attribution method used previously to prepare SFAS
No. 123 pro forma disclosures. The unrecognized compensation cost
associated with unvested stock option awards as at January 1, 2006 was
approximately $13.7 million ($8.9 million after-tax) and, under SFAS No.
123(R), will result in incremental expense in the Consolidated
Statements of Earnings of the Company over a weighted average remaining
service/vesting period of approximately 2.0 years. Absent additional
forfeiture considerations, results for 2006 would be expected to include
approximately $7.5 million ($4.8 million after tax) of additional
compensation expense as related to unvested stock option awards at
January 1, 2006 as a result of the adoption of SFAS 123(R).
The full impact of adoption of SFAS 123(R) cannot be predicted at this
time because it is largely dependent upon the nature and levels of
share-based payments granted in the future. Nonetheless, while there
exist differences between certain requirements of SFAS Nos. 123 and
123(R), the estimated impacts in previous periods of applying a
fair-value approach to accounting for share-based awards made to
employees of the Company are described and/or disclosed on a pro-forma
basis in Note 21 of Notes to Consolidated Financial Statements.
Management is continuing to assess the impacts of adoption of SFAS
123(R), including accounting for the income tax effects of share-based
compensation, for which the Company likely will elect the transition
alternative available for income taxes provided by the November 10, 2005
issuance of FSP No. 123(R)-3, "Transitions Election Related to
Accounting for the Tax Effects of Share-Based Payment Awards". In
addition, management is continuing to assess the impacts of the related
amendment to SFAS No. 95, "Statement of Cash Flows," that in periods
subsequent to adoption of SFAS 123(R) will require tax deductions in
excess of recognized compensation cost to be classified as resulting
from a financing activity rather than as an operating cash flow as
currently required.
Neither SFAS No. 123 nor SFAS No. 123(R) 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
require consideration of certain factors in selecting one that is
appropriate for the unique substantive characteristics of the
instruments awarded and one that can be supported by information that is
available, such as exercise behavior. In its implementation of SFAS
123(R), the Company expects to continue to use the Black-Scholes-Merton
formula to estimate the fair values of employee stock options. As more
fully described in Note 21 of Notes to Consolidated Financial
Statements, and consistent with the fair value measurement objectives of
SFAS 123 and SFAS 123 (R), beginning with awards granted in 2005, the
Company modified its methodologies for developing the expected stock
price volatility and expected dividend assumptions used in this pricing
formula. With respect to the valuation of options to purchase AXA ADRs,
these changes each represent a change in accounting estimate under SFAS
No. 154, "Accounting Changes and Error Corrections," and, accordingly,
will be applied prospectively in determining the fair values of employee
stock options to be measured and accounted for in accordance with SFAS
No. 123(R).
On September 19, 2005, the American Institute of Certified Public
Accountants ("AICPA") released SOP 05-1, "Accounting by Insurance
Enterprises for Deferred Acquisition Costs in Connection with
Modifications or Exchanges of Insurance Contracts". The SOP requires
identification of transactions that result in a substantial change in an
insurance contract. Transactions subject to review include internal
contract exchanges, contract modifications via amendment, rider or
endorsement and elections of benefits, features or rights contained
within the contract. If determined that a substantial change has
occurred, the related DAC/VOBA and other related balances must be
written off. The SOP is effective for transactions occurring in fiscal
years beginning after December 15, 2006, with earlier adoption
encouraged. Restatement of previously issued annual financial statements
is not permitted, and disclosure of the pro forma effects of retroactive
application or the
F-13
pro forma effect on the year of adoption is not required. Management is
currently assessing the potential impact of this new guidance on the
consolidated financial results of the Company.
Investments
-----------
The carrying values of fixed maturities identified as available for sale
are reported at estimated fair value. Changes in estimated fair value
are reported in comprehensive income. The amortized cost of fixed
maturities is adjusted for impairments in value deemed to be other than
temporary.
Mortgage loans on real estate are stated at unpaid principal balances,
net of unamortized discounts and valuation allowances. Valuation
allowances are based on the present value of expected future cash flows
discounted at the loan's original effective interest rate or on its
collateral value if the loan is collateral dependent. However, if
foreclosure is or becomes probable, the collateral value measurement
method is used.
Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected
future cash flows related to the loan equals or exceeds the recorded
investment. Interest income earned on loans where the collateral value
is used to measure impairment is recorded on a cash basis. Interest
income on loans where the present value method is used to measure
impairment is accrued on the net carrying value amount of the loan at
the interest rate used to discount the cash flows. Changes in the
present value attributable to changes in the amount or timing of
expected cash flows are reported as investment gains or losses.
Real estate held for the production of income, including real estate
acquired in satisfaction of debt, is stated at depreciated cost less
valuation allowances. At the date of foreclosure (including in-substance
foreclosure), real estate acquired in satisfaction of debt is valued at
estimated fair value. Impaired real estate is written down to fair value
with the impairment loss being included in investment gains (losses),
net.
Depreciation of real estate held for production of income is computed
using the straight-line method over the estimated useful lives of the
properties, which generally range from 40 to 50 years.
Real estate investments meeting the following criteria are classified as
real estate held-for-sale:
o Management having the authority to approve the action commits the
organization to a plan to sell the property.
o The property is available for immediate sale in its present
condition subject only to terms that are usual and customary for
the sale of such assets.
o An active program to locate a buyer and other actions required to
complete the plan to sell the asset have been initiated and are
continuing.
o The sale of the asset is probable and transfer of the asset is
expected to qualify for recognition as a completed sale within
one year.
o The asset is being actively marketed for sale at a price that is
reasonable in relation to its current fair value.
o Actions required to complete the plan indicate that it is unlikely
that significant changes to the plan will be made or that the
plan will be withdrawn.
Real estate held-for-sale is stated at depreciated cost less valuation
allowances. Valuation allowances on real estate held-for-sale are
computed using the lower of depreciated cost or current estimated fair
value, net of disposition costs. Depreciation is discontinued on real
estate held-for-sale.
Real estate held-for-sale is included in the Other assets line in the
consolidated balance sheets. The results of operations for real estate
held-for-sale in each of the three years ended December 31, 2005 were
not significant.
Valuation allowances are netted against the asset categories to which
they apply.
Policy loans are stated at unpaid principal balances.
Partnerships, investment companies and joint venture interests in which
the Company has control and a majority economic interest (that is,
greater than 50% of the economic return generated by the entity) or
those that meet FIN No. 46(R) requirements for consolidation are
consolidated; those in which the Company does
F-14
not have control and a majority economic interest and those that do not
meet FIN No. 46(R) requirements for consolidation are reported on the
equity basis of accounting and are included either with equity real
estate or other equity investments, as appropriate.
Equity securities include common stock and non-redeemable preferred
stock classified as either trading or available for sale securities, are
carried at estimated fair value and are included in other equity
investments.
Short-term investments are stated at amortized cost, which approximates
fair value, and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks
and highly liquid debt instruments purchased with an original maturity
of three months or less.
All securities owned as well as United States government and agency
securities, mortgage-backed securities, futures and forwards
transactions are recorded in the consolidated financial statements on a
trade date basis.
Net Investment Income, Investment Gains (Losses), Net and Unrealized
--------------------------------------------------------------------
Investment Gains (Losses)
-------------------------
Net investment income and realized investment gains (losses), net
(together "investment results") related to certain participating group
annuity contracts which are passed through to the contractholders are
offset by amounts reflected as interest credited to policyholders'
account balances.
Realized investment gains (losses) are determined by identification with
the specific asset and are presented as a component of revenue. Changes
in the valuation allowances are included in investment gains or losses.
Realized and unrealized holding gains (losses) on trading securities are
reflected in net investment income.
Unrealized investment gains and losses on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred income taxes, amounts attributable to Wind-up Annuities, Closed
Block policyholders dividend obligation and deferred policy acquisition
costs ("DAC") related to universal life and investment-type products and
participating traditional life contracts.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported
as deposits to policyholders' account balances. Revenues from these
contracts consist of amounts assessed during the period against
policyholders' account balances for mortality charges, policy
administration charges and surrender charges. Policy benefits and claims
that are charged to expense include benefit claims incurred in the
period in excess of related policyholders' account balances.
Premiums from participating and non-participating traditional life and
annuity policies with life contingencies generally are recognized as
income when due. Benefits and expenses are matched with such income so
as to result in the recognition of profits over the life of the
contracts. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.
For contracts with a single premium or a limited number of premium
payments due over a significantly shorter period than the total period
over which benefits are provided, premiums are recorded as revenue when
due with any excess profit deferred and recognized in income in a
constant relationship to insurance in-force or, for annuities, the
amount of expected future benefit payments.
Premiums from individual health contracts are recognized as income over
the period to which the premiums relate in proportion to the amount of
insurance protection provided.
Deferred Policy Acquisition Costs
---------------------------------
Acquisition costs that vary with and are primarily related to the
acquisition of new and renewal insurance business, including
commissions, underwriting, agency and policy issue expenses, are
deferred. DAC is
F-15
subject to recoverability testing at the time of policy issue and loss
recognition testing at the end of each accounting period.
For universal life products and investment-type products, DAC is
amortized over the expected total life of the contract group as a
constant percentage of estimated gross profits arising principally from
investment results, Separate Account fees, mortality and expense margins
and surrender charges based on historical and anticipated future
experience, updated at the end of each accounting period. The effect on
the amortization of DAC of revisions to estimated gross profits is
reflected in earnings in the period such estimated gross profits are
revised. A decrease in expected gross profits would accelerate DAC
amortization. Conversely, an increase in expected gross profits would
slow DAC amortization. The effect on the DAC asset that would result
from realization of unrealized gains (losses) is recognized with an
offset to accumulated comprehensive income in consolidated shareholder's
equity as of the balance sheet date.
A significant assumption in the amortization of DAC on variable and
interest-sensitive life insurance and variable annuities relates to
projected future Separate Account performance. Management sets expected
future gross profit assumptions related to Separate Account performance
using a long-term view of expected average market returns by applying a
reversion to the mean approach. In applying this approach to develop
estimates of future returns, it is assumed that the market will return
to an average gross long-term return estimate, developed with reference
to historical long-term equity market performance and subject to
assessment of the reasonableness of resulting estimates of future return
assumptions. For purposes of making this reasonableness assessment,
management has set limitations as to maximum and minimum future rate of
return assumptions, as well as a limitation on the duration of use of
these maximum or minimum rates of return. Currently, the average gross
long-term annual return estimate is 9.0% (6.88% net of product weighted
average Separate Account fees), and the gross maximum and minimum annual
rate of return limitations are 15.0% (12.88% net of product weighted
average Separate Account fees) and 0% (-2.12% net of product weighted
average Separate Account fees), respectively. The maximum duration over
which these rate limitations may be applied is 5 years. This approach
will continue to be applied in future periods. If actual market returns
continue at levels that would result in assuming future market returns
of 15% for more than 5 years in order to reach the average gross
long-term return estimate, the application of the 5 year maximum
duration limitation would result in an acceleration of DAC amortization.
Conversely, actual market returns resulting in assumed future market
returns of 0% for more than 5 years would result in a required
deceleration of DAC amortization. As of December 31, 2005, current
projections of future average gross market returns assume a 3.5% return
for 2006, which is within the maximum and minimum limitations, and
assume a reversion to the mean of 9.0% after 5 quarters.
In addition, projections of future mortality assumptions related to
variable and interest-sensitive life products are based on a long-term
average of actual experience. This assumption is updated quarterly to
reflect recent experience as it emerges. Improvement of life mortality
in future periods from that currently projected would result in future
deceleration of DAC amortization. Conversely, deterioration of life
mortality in future periods from that currently projected would result
in future acceleration of DAC amortization. Generally, life mortality
experience has been improving in recent years.
Other significant assumptions underlying gross profit estimates relate
to contract persistency and general account investment spread.
For participating traditional life policies (substantially all of which
are in the Closed Block), DAC is amortized over the expected total life
of the contract group as a constant percentage based on the present
value of the estimated gross margin amounts expected to be realized over
the life of the contracts using the expected investment yield. At
December 31, 2005, the average rate of assumed investment yields,
excluding policy loans, was 6.8% grading to 6.3% over 10 years.
Estimated gross margin includes anticipated premiums and investment
results less claims and administrative expenses, changes in the net
level premium reserve and expected annual policyholder dividends. The
effect on the amortization of DAC of revisions to estimated gross
margins is reflected in earnings in the period such estimated gross
margins are revised. The effect on the DAC asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated comprehensive income in consolidated shareholder's equity as
of the balance sheet date.
For non-participating traditional life policies, DAC is amortized in
proportion to anticipated premiums. Assumptions as to anticipated
premiums are estimated at the date of policy issue and are consistently
applied during the life of the contracts. Deviations from estimated
experience are reflected in earnings in the period
F-16
such deviations occur. For these contracts, the amortization periods
generally are for the total life of the policy.
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account
values represent an accumulation of gross premium payments plus credited
interest less expense and mortality charges and withdrawals.
AXA Equitable issues certain variable annuity products with a Guaranteed
Minimum Death Benefit ("GMDB") feature. AXA Equitable also issues
certain variable annuity products that contain a Guaranteed Minimum
Income Benefit ("GMIB") feature which, if elected by the policyholder
after a stipulated waiting period from contract issuance, guarantees a
minimum lifetime annuity based on predetermined annuity purchase rates
that may be in excess of what the contract account value can purchase at
then-current annuity purchase rates. This minimum lifetime annuity is
based on predetermined annuity purchase rates applied to a guaranteed
minimum income benefit base. The risk associated with the GMDB and GMIB
features is that a protracted under-performance of the financial markets
could result in GMDB and GMIB benefits being higher than what
accumulated policyholder account balances would support. Reserves for
GMDB and GMIB obligations are calculated on the basis of actuarial
assumptions related to projected benefits and related contract charges
generally over the lives of the contracts using assumptions consistent
with those used in estimating gross profits for purposes of amortizing
DAC. The determination of this estimated liability is based on models
which involve numerous estimates and subjective judgments, including
those regarding expected market rates of return and volatility, contract
surrender rates, mortality experience, and, for GMIB, GMIB election
rates. Assumptions regarding Separate Account performance used for
purposes of this calculation are set using a long-term view of expected
average market returns by applying a reversion to the mean approach,
consistent with that used for DAC amortization. There can be no
assurance that ultimate actual experience will not differ from
management's estimates.
Reinsurance contracts covering GMIB exposure are considered derivatives
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), and, therefore, are required to be
reported in the balance sheet at their fair value. GMIB reinsurance fair
values are reported in the consolidated balance sheets in Other assets.
Changes in GMIB reinsurance fair values are reflected in Commissions,
fees and other income in the consolidated statements of earnings. Since
there is no readily available market for GMIB reinsurance contracts, the
determination of their fair values is based on models which involve
numerous estimates and subjective judgments including those regarding
expected market rates of return and volatility, GMIB election rates,
contract surrender rates and mortality experience. There can be no
assurance that ultimate actual experience will not differ from
management's estimates.
For reinsurance contracts other than those covering GMIB exposure,
reinsurance recoverable balances are calculated using methodologies and
assumptions that are consistent with those used to calculate the direct
liabilities.
For participating traditional life policies, future policy benefit
liabilities are calculated using a net level premium method on the basis
of actuarial assumptions equal to guaranteed mortality and dividend fund
interest rates. The liability for annual dividends represents the
accrual of annual dividends earned. Terminal dividends are accrued in
proportion to gross margins over the life of the contract.
For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on
the basis of actuarial assumptions as to mortality, persistency and
interest established at policy issue. Assumptions established at policy
issue as to mortality and persistency are based on the Insurance Group's
experience that, together with interest and expense assumptions,
includes a margin for adverse deviation. When the liabilities for future
policy benefits plus the present value of expected future gross premiums
for a product are insufficient to provide for expected future policy
benefits and expenses for that product, DAC is written off and
thereafter, if required, a premium deficiency reserve is established by
a charge to earnings. Benefit liabilities for traditional annuities
during the accumulation period are equal to accumulated contractholders'
fund balances and, after annuitization, are equal to the present value
of expected future payments. Interest rates used in establishing such
liabilities range from 2.0% to 10.9% for life insurance liabilities and
from 2.25% to 9.7% for annuity liabilities.
F-17
Individual health benefit liabilities for active lives are estimated
using the net level premium method and assumptions as to future
morbidity, withdrawals and interest. Benefit liabilities for disabled
lives are estimated using the present value of benefits method and
experience assumptions as to claim terminations, expenses and interest.
While management believes its disability income ("DI") reserves have
been calculated on a reasonable basis and are adequate, there can be no
assurance reserves will be sufficient to provide for future liabilities.
Claim reserves and associated liabilities net of reinsurance ceded for
individual DI and major medical policies were $91.2 million and $71.7
million at December 31, 2005 and 2004, respectively. At December 31,
2005 and 2004, respectively, $1,043.9 million and $1,081.5 million of DI
reserves and associated liabilities were ceded through indemnity
reinsurance agreements with a singular reinsurance group. Incurred
benefits (benefits paid plus changes in claim reserves) and benefits
paid for individual DI and major medical policies are summarized as
follows:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Incurred benefits related to current year.......... $ 35.6 $ 35.0 $ 33.8
Incurred benefits related to prior years........... 50.3 12.8 (2.8)
----------------- ----------------- -----------------
Total Incurred Benefits............................ $ 85.9 $ 47.8 $ 31.0
================= ================= =================
Benefits paid related to current year.............. $ 14.8 $ 12.9 $ 12.1
Benefits paid related to prior years............... 44.7 33.1 34.9
----------------- ----------------- -----------------
Total Benefits Paid................................ $ 59.5 $ 46.0 $ 47.0
================= ================= =================
Policyholders' Dividends
------------------------
The amount of policyholders' dividends to be paid (including dividends
on policies included in the Closed Block) is determined annually by AXA
Equitable's board of directors. The aggregate amount of policyholders'
dividends is related to actual interest, mortality, morbidity and
expense experience for the year and judgment as to the appropriate level
of statutory surplus to be retained by AXA Equitable.
At December 31, 2005, participating policies, including those in the
Closed Block, represent approximately 15.1% ($31.6 billion) of directly
written life insurance in-force, net of amounts ceded.
Separate Accounts
-----------------
Generally, Separate Accounts established under New York State Insurance
Law generally are not chargeable with liabilities that arise from any
other business of the Insurance Group. Separate Accounts assets are
subject to General Account claims only to the extent Separate Accounts
assets exceed Separate Accounts liabilities. Assets and liabilities of
the Separate Accounts represent the net deposits and accumulated net
investment earnings less fees, held primarily for the benefit of
contractholders, and for which the Insurance Group does not bear the
investment risk. Separate Accounts' assets and liabilities are shown on
separate lines in the consolidated balance sheets. Assets held in the
Separate Accounts are carried at quoted market values or, where quoted
values are not readily available, at estimated fair values as determined
by the Insurance Group. The assets and liabilities of three Separate
Accounts are presented and accounted for as General Account assets and
liabilities due to the fact that not all of the investment performance
in those Separate Accounts is passed through to policyholders. Two of
those Separate Accounts were reclassified to the General Account in
connection with the adoption of SOP 03-1 as of January 1, 2004.
The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities and are not reported in revenues in the
consolidated statements of earnings. For 2005, 2004 and 2003, investment
results of such Separate Accounts were gains (losses) of $3,409.5
million, $2,191.4 million and $(466.2) million, respectively.
Deposits to Separate Accounts are reported as increases in Separate
Accounts liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all policies including those
funded by Separate Accounts are included in revenues.
F-18
Recognition of Investment Management Revenues and Related Expenses
------------------------------------------------------------------
Commissions, fees and other income principally include Investment
Management advisory and service fees. Investment Management advisory and
services base fees, generally calculated as a percentage, referred to as
"basis points", of assets under management for clients, are recorded as
revenue as the related services are performed; they include brokerage
transactions charges of Sanford C. Bernstein & Co., LLC ("SCB LLC"), a
wholly owned subsidiary of AllianceBernstein, for certain retail,
private client transactions and institutional investment client
transactions. Certain investment advisory contracts provide for a
performance-based fee in addition to or in lieu of a base fee that is
calculated as either a percentage of absolute investment results or a
percentage of the related investment results in excess of a stated
benchmark over a specified period of time. Performance-based fees are
recorded as revenue at the end of the measurement period. Institutional
research services revenue consists of brokerage transaction charges
received by SCB LLC and Sanford C. Bernstein Limited, a wholly owned
subsidiary of AllianceBernstein, for in-depth research and other
services provided to institutional investors. Brokerage transaction
charges earned and related expenses are recorded on a trade date basis.
Brokerage transaction charges earned and related expenses are recorded
on a trade date basis. Distribution revenues and shareholder servicing
fees are accrued as earned.
Sales commissions paid to financial intermediaries in connection with
the sale of shares of open-end AllianceBernstein mutual funds sold
without a front-end sales charge are capitalized as deferred sales
commissions and amortized over periods not exceeding five and one-half
years, the periods of time during which deferred sales commissions are
generally recovered from distribution services fees received from those
funds and from contingent deferred sales charges ("CDSC") received from
shareholders of those funds upon the redemption of their shares. CDSC
cash recoveries are recorded as reductions in unamortized deferred sales
commissions when received. At December 31, 2005 and 2004, respectively,
net deferred sales commissions totaled $196.6 million and $254.5 million
and are included within Other assets. The estimated amortization expense
of deferred sales commission, based on December 31, 2005 net balance for
each of the next five years is $84.9 million, $52.4 million, $34.3
million, $18.8 million and $5.5 million.
AllianceBernstein's management tests the deferred sales commission asset
for recoverability quarterly, or more often when events or changes in
circumstances occur that could significantly increase the risk of
impairment of the asset. AllianceBernstein's management determines
recoverability by estimating undiscounted future cash flows to be
realized from this asset, as compared to its recorded amount, as well as
the estimated remaining life of the deferred sales commission asset over
which undiscounted future cash flows are expected to be received.
Undiscounted future cash flows consist of ongoing distribution services
fees and CDSC. Distribution services fees are calculated as a percentage
of average assets under management related to back-end load shares. CDSC
is based on the lower of cost or current value, at the time of
redemption, of back-end load shares redeemed and the point at which
redeemed during the applicable minimum holding period under the mutual
fund distribution system.
Significant assumptions utilized to estimate future average assets under
management and undiscounted future cash flows from back-end load shares
include expected future market levels and redemption rates. Market
assumptions are selected using a long-term view of expected average
market returns based on historical returns of broad market indices.
Future redemption rate assumptions are determined by reference to actual
redemption experience over the one-year, three-year, and five-year
periods ended December 31, 2005. These assumptions are updated
periodically. Estimates of undiscounted future cash flows and the
remaining life of the deferred sales commission asset are made from
these assumptions and the aggregate undiscounted cash flows are compared
to the recorded value of the deferred sales commission asset.
AllianceBernstein's management considers the results of these analyses
performed at various dates. If AllianceBernstein's management determines
in the future that the deferred sales commission asset is not
recoverable, an impairment condition would exist and a loss would be
measured as the amount by which the recorded amount of the asset exceeds
its estimated fair value. Estimated fair value is determined using
AllianceBernstein's management's best estimate of future cash flows
discounted to a present value amount.
Other Accounting Policies
-------------------------
In accordance with SEC regulations, securities with a fair value of
$1.72 billion and $1.49 billion have been segregated in a special
reserve bank custody account at December 31, 2005 and 2004, respectively
for the exclusive benefit of securities broker-dealer or brokerage
customers under Rule 15c3-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Goodwill represents the excess of the purchase price over the fair value
of identifiable assets of acquired companies, less accumulated
amortization and relates principally to the Bernstein acquisition and
purchases
F-19
of AllianceBernstein units. Goodwill is tested annually for impairment.
Goodwill, less accumulated amortization related to the Bernstein
acquisition and purchases of AllianceBernstein Units totaled $3.6
billion at December 31, 2005 and 2004, respectively.
Intangible assets related to the Bernstein acquisition and purchases of
AllianceBernstein Units include costs assigned to contracts of
businesses acquired. These costs continue to be amortized on a
straight-line basis over estimated useful lives of twenty years. The
gross carrying amount of AllianceBernstein related intangible assets
were $564.1 million at December 31, 2005 and 2004, respectively and the
accumulated amortization of these intangible assets were $208.5 million
and $185.0 million at December 31, 2005, 2004 and 2003, respectively.
Amortization expense related to the AllianceBernstein intangible assets
totaled $23.5 million, $22.9 million and $21.9 million for 2005, 2004
and 2003, respectively.
Capitalized internal-use software is amortized on a straight-line basis
over the estimated useful life of the software and evaluated for
impairment each reporting period.
AXA Financial and certain of its consolidated subsidiaries, including
the Company, file a consolidated Federal income tax return. Current
Federal income taxes are charged or credited to operations based upon
amounts estimated to be payable or recoverable as a result of taxable
operations for the current year. Deferred income tax assets and
liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and
liabilities using enacted income tax rates and laws.
Minority interest subject to redemption rights represents the remaining
16.3 million of private AllianceBernstein Units issued to former
Bernstein shareholders in connection with AllianceBernstein's
acquisition of Bernstein. AXA Financial agreed to provide liquidity to
these former Bernstein shareholders after a two-year lockout period that
ended October 2002. The Company acquired 10.7 million of the former
Bernstein shareholders' AllianceBernstein Units in 2004. The outstanding
16.3 million AllianceBernstein Units may be sold to AXA Financial at the
prevailing market price over the remaining four years ending in 2009.
Generally, not more than 20% of the original AllianceBernstein Units
issued to the former Bernstein shareholders may be put to AXA Financial
in any one annual period.
F-20
3) INVESTMENTS
The following tables provide additional information relating to fixed
maturities and equity securities:
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
--------------- ----------------- ----------------- ----------------
(IN MILLIONS)
DECEMBER 31, 2005
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 23,222.8 $ 977.4 $ 190.7 $ 24,009.5
Mortgage-backed............... 2,386.3 8.3 39.3 2,355.3
U.S. Treasury, government
and agency securities....... 1,448.7 37.5 7.6 1,478.6
States and political
subdivisions................ 193.4 19.1 .3 212.2
Foreign governments........... 238.2 40.9 .1 279.0
Redeemable preferred stock.... 1,605.5 104.9 10.2 1,700.2
----------------- ----------------- ----------------- ----------------
Total Available for Sale.... $ 29,094.9 $ 1,188.1 $ 248.2 $ 30,034.8
================= ================= ================= ================
Equity Securities:
Available for sale.............. $ 45.7 $ 2.1 $ .4 $ 47.4
Trading securities.............. .3 .9 .1 1.1
----------------- ----------------- ----------------- ----------------
Total Equity Securities........... $ 46.0 $ 3.0 $ .5 $ 48.5
================= ================= ================= ================
December 31, 2004
-----------------
Fixed Maturities:
Available for Sale:
Corporate..................... $ 22,285.8 $ 1,684.3 $ 45.3 $ 23,924.8
Mortgage-backed............... 3,472.4 47.7 9.7 3,510.4
U.S. Treasury, government
and agency securities....... 964.1 54.9 1.3 1,017.7
States and political
subdivisions................ 187.1 20.6 .8 206.9
Foreign governments........... 245.1 47.2 .1 292.2
Redeemable preferred stock.... 1,623.1 151.4 4.2 1,770.3
----------------- ----------------- ----------------- ----------------
Total Available for Sale.... $ 28,777.6 $ 2,006.1 $ 61.4 $ 30,722.3
================= ================= ================= ================
Equity Securities:
Available for sale.............. $ 1.0 $ 1.2 $ .1 $ 2.1
Trading securities.............. .4 1.0 .2 1.2
----------------- ----------------- ----------------- ----------------
Total Equity Securities........... $ 1.4 $ 2.2 $ .3 $ 3.3
================= ================= ================= ================
For publicly traded fixed maturities and equity securities, estimated
fair value is determined using quoted market prices. For fixed
maturities without a readily ascertainable market value, the Company
determines estimated fair values using a discounted cash flow approach,
including provisions for credit risk, generally based on the assumption
such securities will be held to maturity. Such estimated fair values do
not necessarily represent the values for which these securities could
have been sold at the dates of the consolidated balance sheets. At
December 31, 2005 and 2004, securities without a readily ascertainable
market value having an amortized cost of $4,307.8 million and $4,138.7
million, respectively, had estimated fair values of $4,492.4 million and
$4,446.0 million, respectively.
F-21
The contractual maturity of bonds at December 31, 2005 is shown below:
AVAILABLE FOR SALE
-------------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
----------------- -----------------
(IN MILLIONS)
Due in one year or less................................................ $ 1,285.2 $ 1,300.1
Due in years two through five.......................................... 4,632.4 4,805.1
Due in years six through ten........................................... 11,447.8 11,739.0
Due after ten years.................................................... 7,737.7 8,135.1
Mortgage-backed securities............................................. 2,386.3 2,355.3
----------------- -----------------
Total.................................................................. $ 27,489.4 $ 28,334.6
================= =================
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Company's management, with the assistance of its investment
advisors, monitors the investment performance of its portfolio. This
review process includes a quarterly review of certain assets by the
Insurance Group's Investments Under Surveillance Committee that
evaluates whether any investments are other than temporarily impaired.
Based on the analysis, a determination is made as to the ability of the
issuer to service its debt obligations on an ongoing basis. If this
ability is deemed to be other than temporarily impaired, then the
appropriate provisions are taken.
The following table discloses fixed maturities (1,797 issues) that have
been in a continuous unrealized loss position for less than a twelve
month period and greater than a twelve month period as of December 31,
2005:
LESS THAN 12 MONTHS 12 MONTHS OR LONGER TOTAL
------------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
ESTIMATED UNREALIZED ESTIMATED UNREALIZED ESTIMATED UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES FAIR VALUE LOSSES
--------------- -------------- ------------- ------------- ------------- -------------
(IN MILLIONS)
Fixed Maturities:
Corporate............. $ 6,386.3 $ 146.9 $ 815.4 $ 43.8 $ 7,201.7 $ 190.7
Mortgage-backed....... 1,735.9 27.4 299.3 11.9 2,035.2 39.3
U.S. Treasury,
government and
agency securities... 676.4 6.2 61.9 1.4 738.3 7.6
States and political
subdivisions........ 22.7 .3 - - 22.7 .3
Foreign governments... 1.4 - 5.8 .1 7.2 .1
Redeemable
preferred stock..... 396.5 8.9 16.9 1.3 413.4 10.2
-------------- --------------- -------------- --------------- -------------- ---------------
Total Temporarily
Impaired Securities .. $ 9,219.2 $ 189.7 $ 1,199.3 $ 58.5 $ 10,418.5 $ 248.2
============== =============== ============== =============== ============== ===============
The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting primarily of public high
yield bonds. These corporate high yield securities are classified as
other than investment grade by the various rating agencies, i.e., a
rating below Baa3/BBB- or National Association of Insurance
Commissioners ("NAIC") designation of 3 (medium grade), 4 or 5 (below
investment grade) or 6 (in or near default). At December 31, 2005,
approximately $738.7 million or 2.5% of the $29,094.9 million aggregate
amortized cost of fixed maturities held by the Company was considered to
be other than investment grade.
F-22
At December 31, 2005, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $4.0 million.
The Insurance Group holds equity in limited partnership interests and
other equity method investments. The carrying values at December 31,
2005 and 2004 were $950.7 million and $891.0 million, respectively.
The payment terms of mortgage loans on real estate may from time to time
be restructured or modified. The investment in restructured mortgage
loans on real estate, based on amortized cost, amounted to zero and
$17.6 million at December 31, 2005 and 2004, respectively. Gross
interest income on these loans included in net investment income
aggregated $0.7 million, $6.9 million and $7.8 million in 2005, 2004 and
2003, respectively. Gross interest income on restructured mortgage loans
on real estate that would have been recorded in accordance with the
original terms of such loans amounted to $0.8 million, $8.5 million and
$10.0 million in 2005, 2004 and 2003, respectively.
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
DECEMBER 31,
----------------------------------------
2005 2004
------------------ -------------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances....... $ 78.3 $ 89.4
Impaired mortgage loans without investment valuation allowances.... 4.5 10.7
------------------ -------------------
Recorded investment in impaired mortgage loans..................... 82.8 100.1
Investment valuation allowances.................................... (11.8) (11.3)
------------------ -------------------
Net Impaired Mortgage Loans........................................ $ 71.0 $ 88.8
================== ===================
During 2005, 2004 and 2003, respectively, the Company's average recorded
investment in impaired mortgage loans was $91.2 million, $148.3 million
and $180.9 million. Interest income recognized on these impaired
mortgage loans totaled $8.9 million, $11.4 million and $12.3 million for
2005, 2004 and 2003, 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 where the collection of interest is considered
likely. At December 31, 2005 and 2004, respectively, the carrying value
of mortgage loans on real estate that had been classified as nonaccrual
loans was $71.1 million and $79.2 million.
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 2005 and 2004, there was no equity real estate
held-for-sale. For 2003, real estate of $2.8 million was acquired in
satisfaction of debt; none was acquired in either 2005 or 2004. At
December 31, 2005 and 2004, the Company owned $217.8 million and $218.8
million, respectively, of real estate acquired in satisfaction of debt
of which zero and $2.2 million, respectively, are held as real estate
joint ventures.
Accumulated depreciation on real estate was $227.2 million and $207.5
million at December 31, 2005 and 2004, respectively. Depreciation
expense on real estate totaled $22.6 million, $20.8 million and $38.8
million for 2005, 2004 and 2003, respectively.
F-23
Investment valuation allowances for mortgage loans and equity real
estate and changes thereto follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Balances, beginning of year........................ $ 11.3 $ 20.5 $ 55.0
Additions charged to income........................ 3.6 3.9 12.2
Deductions for writedowns and
asset dispositions............................... (3.1) (13.1) (15.2)
Deduction for transfer of real estate held-for-sale
to real estate held for the production of income. - - (31.5)
----------------- ----------------- -----------------
Balances, End of Year.............................. $ 11.8 $ 11.3 $ 20.5
================= ================= =================
Balances, end of year comprise:
Mortgage loans on real estate.................... $ 11.8 $ 11.3 $ 18.8
Equity real estate............................... - - 1.7
----------------- ----------------- -----------------
Total.............................................. $ 11.8 $ 11.3 $ 20.5
================= ================= =================
4) EQUITY METHOD INVESTMENTS
Included in equity real estate or other equity investments, as
appropriate, is the Company's interest in real estate joint ventures,
limited partnership interests and investment companies accounted for
under the equity method with a total carrying value of $1,070.4 million
and $1,008.2 million, respectively, at December 31, 2005 and 2004. The
Company's total equity in net earnings (losses) for these real estate
joint ventures and limited partnership interests was $157.2 million,
$66.2 million and $(4.3) million, respectively, for 2005, 2004 and 2003.
Summarized below is the combined financial information only for those
real estate joint ventures and for those limited partnership interests
accounted for under the equity method in which the Company has an
investment of $10.0 million or greater and an equity interest of 10% or
greater (3 and 6 individual ventures at December 31, 2005 and 2004,
respectively) and the Company's carrying value and equity in net
earnings for those real estate joint ventures and limited partnership
interests:
DECEMBER 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 527.4 $ 537.1
Investments in securities, generally at estimated fair value........... 118.4 162.4
Cash and cash equivalents.............................................. 27.5 13.5
Other assets........................................................... 18.6 23.0
----------------- -----------------
Total Assets........................................................... $ 691.9 $ 736.0
================= =================
Borrowed funds - third party........................................... $ 282.7 $ 254.3
Other liabilities...................................................... 12.4 17.4
----------------- -----------------
Total liabilities...................................................... 295.1 271.7
----------------- -----------------
Partners' capital...................................................... 396.8 464.3
----------------- -----------------
Total Liabilities and Partners' Capital................................ $ 691.9 $ 736.0
================= =================
The Company's Carrying Value in These Entities Included Above.......... $ 135.6 $ 168.8
================= =================
F-24
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 98.2 $ 95.2 $ 95.6
Net revenues of other limited partnership
interests...................................... 6.3 19.8 26.0
Interest expense - third party..................... (18.2) (16.9) (18.0)
Other expenses..................................... (62.2) (64.0) (61.7)
----------------- ----------------- -----------------
Net Earnings....................................... $ 24.1 $ 34.1 $ 41.9
================= ================= =================
The Company's Equity in Net Earnings of These
Entities Included Above.......................... $ 11.6 $ 11.0 $ 5.0
================= ================= =================
5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 1,858.7 $ 1,879.5 $ 1,792.6
Mortgage loans on real estate...................... 238.2 249.6 279.5
Equity real estate................................. 126.4 124.8 136.9
Other equity investments........................... 73.0 78.4 49.3
Policy loans....................................... 248.8 251.0 260.1
Short Term Investments 123.7 61.5 53.3
Other investment income............................ 37.0 30.5 13.5
----------------- ----------------- -----------------
Gross investment income.......................... 2,705.8 2,675.3 2,585.2
Investment expenses.............................. (213.0) (173.9) (198.3)
----------------- ----------------- -----------------
Net Investment Income.............................. $ 2,492.8 $ 2,501.4 $ 2,386.9
================= ================= =================
Investment gains (losses) by investment category, including changes in
the valuation allowances, follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Fixed maturities................................... $ 11.1 $ 26.3 $ (100.7)
Mortgage loans on real estate...................... (2.2) .2 1.3
Equity real estate................................. 3.9 11.6 26.8
Other equity investments........................... 30.7 24.4 2.0
Other.............................................. 11.9 2.5 8.3
----------------- ----------------- -----------------
Investment Gains (Losses), Net................... $ 55.4 $ 65.0 $ (62.3)
================= ================= =================
Writedowns of fixed maturities amounted to $31.2 million, $36.4 million
and $193.2 million for 2005, 2004 and 2003, respectively. Writedowns of
mortgage loans on real estate and equity real estate amounted to $1.7
million and zero, respectively, for 2005, $10.3 million and zero,
respectively, for 2004 and $5.2 million and zero, respectively, for
2003.
For 2005, 2004 and 2003, respectively, proceeds received on sales of
fixed maturities classified as available for sale amounted to $2,220.0
million, $2,908.3 million and $4,773.5 million. Gross gains of $53.2
million, $47.7 million and $105.1 million and gross losses of $31.1
million, $9.7 million and $39.5 million, respectively, were realized on
these sales. The change in unrealized investment gains (losses) related
to fixed maturities classified as available for sale for 2005, 2004 and
2003 amounted to $(1,004.8) million, $0.8 million and $416.8 million,
respectively.
F-25
In 2005, 2004 and 2003, respectively, net unrealized holding gains
(losses) on trading account equity securities of $6.0 million, $9.7
million and $2.1 million were included in net investment income in the
consolidated statements of earnings. These trading securities had a
carrying value of $120.0 million and $117.4 million and costs of $103.7
million and $107.2 million at December 31, 2005 and 2004, respectively.
For 2005, 2004 and 2003, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $68.6 million, $70.4 million
and $76.5 million, respectively.
Net unrealized investment gains (losses) included in the consolidated
balance sheets as a component of accumulated other comprehensive income
and the changes for the corresponding years, including Wind-up Annuities
on a line-by-line basis, follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Balance, beginning of year......................... $ 874.1 $ 892.8 $ 681.1
Changes in unrealized investment gains (losses).... (1,008.1) (12.8) 440.8
Changes in unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other........................ 186.3 (1.5) (53.0)
DAC............................................ 146.2 (2.5) (65.7)
Deferred income taxes.......................... 233.8 (1.9) (110.4)
----------------- ----------------- -----------------
Balance, End of Year............................... $ 432.3 $ 874.1 $ 892.8
================= ================= =================
2005 2004 2003
----------------- ------------------- -----------------
(IN MILLIONS)
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities............................... $ 966.5 $ 2,003.2 $ 2,015.7
Other equity investments....................... 1.7 1.2 1.5
Other.......................................... - (28.1) (28.1)
----------------- ------------------- -----------------
Total........................................ 968.2 1,976.3 1,989.1
Amounts of unrealized investment (gains) losses
attributable to:
Participating group annuity contracts,
Closed Block policyholder dividend
obligation and other....................... (89.4) (275.7) (274.2)
DAC.......................................... (196.0) (342.2) (339.7)
Deferred income taxes........................ (250.5) (484.3) (482.4)
----------------- ------------------- -----------------
Total.............................................. $ 432.3 $ 874.1 $ 892.8
================= =================== =================
Changes in unrealized gains (losses) reflect changes in fair value of
only those fixed maturities and equity securities classified as
available for sale and do not reflect any changes in fair value of
policyholders' account balances and future policy benefits.
6) ACCUMULATED OTHER COMPREHENSIVE INCOME
Accumulated other comprehensive income represents cumulative gains and
losses on items that are not reflected in earnings. The balances for the
past three years follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Unrealized gains on investments.................... $ 432.3 $ 874.1 $ 892.8
----------------- ----------------- -----------------
Total Accumulated Other
Comprehensive Income............................. $ 432.3 $ 874.1 $ 892.8
================= ================= =================
F-26
The components of other comprehensive income for the past three years
follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Net unrealized gains (losses) on investments:
Net unrealized gains arising during
the period..................................... $ (966.2) $ 69.4 $ 416.6
(Gains) losses reclassified into net earnings
during the period.............................. (41.9) (82.2) 24.2
----------------- ----------------- -----------------
Net unrealized gains on investments................ (1,008.1) (12.8) 440.8
Adjustments for policyholders liabilities,
DAC and deferred income taxes.................. 566.3 (5.9) (229.1)
----------------- ----------------- -----------------
Change in unrealized (losses) gains, net of
adjustments.................................... (441.8) (18.7) 211.7
----------------- ----------------- -----------------
Total Other Comprehensive (Loss) Income............ $ (441.8) $ (18.7) $ 211.7
================= ================= =================
7) 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.
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.
F-27
Summarized financial information for the Closed Block follows:
DECEMBER 31, December 31,
2005 2004
----------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES:
Future policy benefits, policyholders' account balances and other.... $ 8,866.1 $ 8,911.5
Policyholder dividend obligation..................................... 73.7 264.3
Other liabilities.................................................... 28.6 25.9
----------------- -----------------
Total Closed Block liabilities....................................... 8,968.4 9,201.7
----------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,761.5 and $5,488.6).......................... 5,908.7 5,823.2
Mortgage loans on real estate........................................ 930.3 1,098.8
Policy loans......................................................... 1,284.4 1,322.5
Cash and other invested assets....................................... 56.2 37.1
Other assets......................................................... 304.4 348.7
----------------- -----------------
Total assets designated to the Closed Block.......................... 8,484.0 8,630.3
----------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 484.4 571.4
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $25.7 and $24.6 and policyholder dividend
obligation of $73.7 and $264.3.................................. 47.8 45.7
----------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 532.2 $ 617.1
================= =================
Closed Block revenues and expenses follow:
2005 2004 2003
---------------- ----------------- --------------------
(IN MILLIONS)
REVENUES:
Premiums and other income............................ $ 449.3 $ 471.0 $ 508.5
Investment income (net of investment
expenses of $0, $0.3, and $2.4)................... 525.9 554.8 559.2
Investment gains (losses), net....................... 1.2 18.6 (35.7)
---------------- ----------------- --------------------
Total revenues....................................... 976.4 1,044.4 1,032.0
---------------- ----------------- --------------------
BENEFITS AND OTHER DEDUCTIONS:
Policyholders' benefits and dividends................ 842.5 883.8 924.5
Other operating costs and expenses................... 3.4 3.5 4.0
---------------- ----------------- --------------------
Total benefits and other deductions.................. 845.9 887.3 928.5
---------------- ----------------- --------------------
Net revenues before income taxes..................... 130.5 157.1 103.5
Income tax expense................................... (45.6) (56.4) (37.5)
---------------- ----------------- --------------------
Net Revenues......................................... $ 84.9 $ 100.7 $ 66.0
================ ================= ====================
F-28
Reconciliation of the policyholder dividend obligation follows:
DECEMBER 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
Balance at beginning of year.......................................... $ 264.3 $ 242.1
Unrealized investment (losses) gains................................... (190.6) 22.2
----------------- -----------------
Balance at End of Year ................................................ $ 73.7 $ 264.3
================= =================
Impaired mortgage loans along with the related investment valuation
allowances follow:
DECEMBER 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances........... $ 59.1 $ 59.5
Impaired mortgage loans without investment valuation allowances........ 4.0 2.3
----------------- -----------------
Recorded investment in impaired mortgage loans......................... 63.1 61.8
Investment valuation allowances........................................ (7.1) (4.2)
----------------- -----------------
Net Impaired Mortgage Loans............................................ $ 56.0 $ 57.6
================= =================
During 2005, 2004 and 2003, the Closed Block's average recorded
investment in impaired mortgage loans was $59.9 million, $64.2 million
and $51.9 million, respectively. Interest income recognized on these
impaired mortgage loans totaled $4.1 million, $4.7 million and $2.7
million for 2005, 2004 and 2003, respectively.
Valuation allowances amounted to $7.1 million and $4.0 million on
mortgage loans on real estate at December 31, 2005 and 2004,
respectively. Writedowns of fixed maturities amounted to $7.7 million,
$10.8 million and $37.8 million for 2005, 2004 and 2003, respectively.
8) WIND-UP ANNUITIES
Summarized financial information for Wind-up Annuities follows:
DECEMBER 31,
--------------------------------------
2005 2004
---------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $796.9 and $643.6).............................. $ 823.5 $ 702.1
Equity real estate................................................... 197.5 190.1
Mortgage loans on real estate........................................ 6.7 21.4
Other invested assets................................................ 3.2 4.7
---------------- -----------------
Total investments.................................................. 1,030.9 918.3
Cash and cash equivalents............................................ - 150.2
Other assets......................................................... 13.6 33.3
---------------- -----------------
Total Assets......................................................... $ 1,044.5 $ 1,101.8
================ =================
Policyholders liabilities............................................ $ 817.2 $ 844.6
Allowance for future losses.......................................... 60.1 132.7
Other liabilities.................................................... 167.2 124.5
---------------- -----------------
Total Liabilities.................................................... $ 1,044.5 $ 1,101.8
================ =================
F-29
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $18.4, $17.2 and $21.0).............. $ 70.0 $ 68.5 $ 70.6
Investment (losses) gains, net..................... (.3) 3.6 5.4
----------------- ----------------- -----------------
Total revenues..................................... 69.7 72.1 76.0
----------------- ----------------- -----------------
Benefits and other deductions...................... 87.1 (99.4) 89.4
(Losses charged) earnings credited to allowance
for future losses................................ (17.4) (27.3) (13.4)
----------------- ----------------- -----------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing the allowance
for future losses................................ 23.2 12.0 5.2
Income tax expense................................. (8.0) (4.1) (1.8)
----------------- ----------------- -----------------
Earnings from Other
Discontinued Operations.......................... $ 15.2 $ 7.9 $ 3.4
================= ================= =================
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of Wind-up Annuities against
the allowance, re-estimates future losses and adjusts the allowance, if
appropriate. Additionally, as part of the Company's annual planning
process, investment and benefit cash flow projections are prepared.
These updated assumptions and estimates resulted in a release of
allowance in each of the three years presented.
During 2005, 2004 and 2003, Wind-up Annuities' average recorded
investment in impaired mortgage loans was zero, $8.4 million and $16.2
million, respectively. Interest income recognized on these impaired
mortgage loans totaled zero, $1.0 million and $1.3 million for 2005,
2004 and 2003, respectively.
9) 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 one of the following:
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.
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:
F-30
GMDB GMIB TOTAL
----------------- ----------------- -----------------
(IN MILLIONS)
Balance at January 1, 2003......................... $ 128.4 $ 117.5 $ 245.9
Paid guarantee benefits.......................... (65.6) - (65.6)
Other changes in reserve......................... 6.5 (31.9) (25.4)
----------------- ----------------- -----------------
Balance at December 31, 2003....................... 69.3 85.6 154.9
Paid guarantee benefits.......................... (46.8) - (46.8)
Other changes in reserve......................... 45.1 32.0 77.1
----------------- ----------------- -----------------
Balance at December 31, 2004....................... 67.6 117.6 185.2
Paid guarantee benefits.......................... (39.6) (2.2) (41.8)
Other changes in reserve......................... 87.2 58.2 145.4
----------------- ----------------- -----------------
Balance at December 31, 2005....................... $ 115.2 $ 173.6 $ 288.8
================= ================= =================
Related GMDB reinsurance ceded amounts were:
GMDB
-----------------
Balance at January 1, 2003......................... $ 21.5
Paid guarantee benefits.......................... (18.5)
Other changes in reserve......................... 14.2
-----------------
Balance at December 31, 2003....................... 17.2
Paid guarantee benefits.......................... (12.9)
Other changes in reserve......................... 6.0
-----------------
Balance at December 31, 2004....................... 10.3
Paid guarantee benefits.......................... (12.1)
Other changes in reserve......................... 24.5
-----------------
Balance at December 31, 2005....................... $ 22.7
=================
The GMIB reinsurance contracts are considered derivatives and are
reported at fair value; see Note 16 of Notes to Consolidated Financial
Statements.
The December 31, 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
the same contract, the GMDB and GMIB amounts listed are not mutually
exclusive:
F-31
RETURN
OF
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- ------------- -------------- ------------- ---------------
(DOLLARS IN MILLIONS)
GMDB:
-----
Account values invested in:
General Account.................. $ 11,773 $ 239 $ 120 $ 553 $ 12,685
Separate Accounts................ $ 21,028 $ 6,931 $ 7,802 $ 15,383 $ 51,144
Net amount at risk, gross........... $ 574 $ 455 $ 1,800 $ 56 $ 2,885
Net amount at risk, net of amounts
reinsured......................... $ 573 $ 308 $ 1,091 $ 56 $ 2,028
Average attained age of
contractholders................... 49.5 60.6 63.4 60.8 52.3
Percentage of contractholders
over age 70....................... 7.4% 22.2% 30.9% 21.0% 11.3%
Range of contractually specified
interest rates................... N/A N/A 3% - 6% 3% - 6%
GMIB:
-----
Account values invested in:
General Account.................. N/A N/A $ - $ 775 $ 775
Separate Accounts................ N/A N/A $ 5,512 $ 21,165 $ 26,677
Net amount at risk, gross........... N/A N/A $ 389 $ - $ 389
Net amount at risk, net of amounts
reinsured......................... N/A N/A $ 98 $ - $ 98
Weighted average years remaining
until annuitization............... N/A N/A 2.9 8.8 7.3
Range of contractually specified
interest rates.................... N/A N/A 3% - 6% 3% - 6%
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:
F-32
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
DECEMBER 31, December 31,
2005 2004
---------------- ------------------
(IN MILLIONS)
GMDB:
Equity............................................................... $ 35,857 $ 32,055
Fixed income......................................................... 4,353 4,190
Balanced............................................................. 9,121 5,337
Other................................................................ 1,813 1,551
---------------- ------------------
Total................................................................ $ 51,144 $ 43,133
================ ==================
GMIB:
Equity............................................................... $ 17,540 $ 14,325
Fixed income......................................................... 2,608 2,425
Balanced............................................................. 5,849 2,768
Other................................................................ 680 565
---------------- ------------------
Total................................................................ $ 26,677 $ 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 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 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 December 31, 2005, the total account value and net amount at
risk of the hedged Accumulator(R) series of variable annuity contracts
were $29,290 million and $71 million, respectively, with the GMDB
feature and $14,164 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 January 1, 2004......................... $ 37.4 $ - $ 37.4
Impact of adoption of SOP 03-1................... (23.4) (1.7) (25.1)
Other changes in reserve......................... 6.5 (4.4) 2.1
----------------- ----------------- -----------------
Balance at December 31, 2004....................... 20.5 (6.1) 14.4
Other changes in reserve........................ 14.3 (14.3) -
----------------- ----------------- -----------------
Balance at December 31, 2005....................... $ 34.8 $ (20.4) $ 14.4
================= ================= =================
F-33
10) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
DECEMBER 31,
--------------------------------------
2005 2004
---------------- -----------------
(IN MILLIONS)
Short-term debt:
Current portion of long-term debt.................................... $ 399.7 399.9
Promissory note, 3.84% .............................................. 248.3 248.3
---------------- -----------------
Total short-term debt................................................ 648.0 648.2
---------------- -----------------
Long-term debt:
AXA Equitable:
Surplus Notes, 7.70%, due 2015..................................... 199.8 199.8
---------------- -----------------
Total AXA Equitable............................................ 199.8 199.8
---------------- -----------------
AllianceBernstein:
Senior Notes, 5.625%, due 2006..................................... - 399.2
Other.............................................................. 7.6 8.3
---------------- -----------------
Total AllianceBernstein........................................ 7.6 407.5
---------------- -----------------
Total long-term debt................................................. 207.4 607.3
---------------- -----------------
Total Short-term and Long-term Debt.................................. $ 855.4 $ 1,255.5
================ =================
Short-term Debt
---------------
AXA Equitable discontinued its commercial paper program concurrent with
the maturity of its $350.0 million credit facility during the fourth
quarter of 2004.
On July 9, 2004, AXA and certain of its subsidiaries entered into a
(euro)3.5 billion global credit facility which matures July 9, 2009,
with a group of 30 commercial banks and other lenders. Under the terms
of the revolving credit facility, up to $500.0 million is available to
AXA Financial, the parent of AXA Equitable.
AXA Equitable has a $350.0 million, one-year promissory note, of which
$101.7 million is included within Wind-up Annuities. The promissory
note, which matures in March 2006, is related to wholly owned real
estate. Certain terms of the promissory note, such as interest rate and
maturity date, are negotiated annually.
At December 31, 2005 and 2004, the Company had pledged real estate of
$320.8 million and $307.1 million, respectively, as collateral for
certain short-term debt.
In August 2001, AllianceBernstein issued $400.0 million 5.625% notes
pursuant to a shelf registration statement under which AllianceBernstein
may issue up to $600.0 million in senior debt securities. These
AllianceBernstein notes mature in August 2006 and are redeemable at any
time. The proceeds from the AllianceBernstein notes were used to reduce
commercial paper and credit facility borrowings and for other general
partnership purposes.
Since 1998, AllianceBernstein has had a $425.0 million commercial paper
program. In September 2002, AllianceBernstein entered into an $800.0
million five-year revolving credit facility with a group of commercial
banks and other lenders. Of the $800.0 million total, $425.0 million is
intended to provide back-up liquidity for AllianceBernstein's $425.0
million commercial paper program, with the balance available for general
purposes. Under this revolving credit facility, the interest rate, at
the option of AllianceBernstein, is a floating rate generally based upon
a defined prime rate, a rate related to the London Interbank Offered
Rate ("LIBOR") or the Federal funds rate. The revolving credit facility
contains covenants that, among other things, require AllianceBernstein
to meet certain financial ratios. AllianceBernstein was in compliance
with the covenants at December 31, 2005. On February 17, 2006, Alliance
Bernstein replaced the existing agreement with a new $800.0 million
five-year revolving credit facility with substantially identical terms.
F-34
At December 31, 2005, no borrowings were outstanding under
AllianceBernstein's commercial paper program or revolving credit
facilities.
At December 31, 2005, AllianceBernstein maintained a $100.0 million
extendible commercial notes ("ECN") program as a supplement to its
$425.0 million commercial paper program. ECNs are short-term uncommitted
debt instruments that do not require back-up liquidity support. At
December 31, 2005, no amounts were outstanding under the ECN program.
Long-term Debt
--------------
At December 31, 2005, the Company was not in breach of any debt
covenants.
At December 31, 2005, aggregate maturities of the long-term debt based
on required principal payments at maturity were $400.0 million for 2006,
$7.6 million for 2007, zero for 2008, 2009, 2010, and $200.0 million
thereafter.
11) INCOME TAXES
A summary of the income tax expense in the consolidated statements of
earnings follows:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Income tax expense:
Current expense ................................. $ 237.5 $ 358.9 $ 112.5
Deferred expense................................. 282.0 37.4 128.0
----------------- ----------------- -----------------
Total.............................................. $ 519.5 $ 396.3 $ 240.5
================= ================= =================
The income taxes attributable to consolidated operations are different
from the amounts determined by multiplying the earnings before income
taxes and minority interest by the expected income tax rate of 35%. The
sources of the difference and their tax effects follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Expected income tax expense........................ $ 715.8 $ 586.0 $ 332.6
Minority interest.................................. (175.9) (110.4) (58.7)
Separate Account investment activity............... (87.2) (63.3) (29.1)
Non-taxable investment income...................... (19.7) (22.6) (20.8)
Non-deductible penalty............................. 1.1 - 14.8
Adjustment of tax audit reserves................... 11.1 7.7 (9.9)
Non-deductible goodwill and other intangibles...... 2.8 2.7 -
State income taxes................................. 28.3 - -
AllianceBernstein Federal and foreign taxes........ 41.4 - -
Other.............................................. 1.8 (3.8) 11.6
----------------- ----------------- -----------------
Income Tax Expense................................. $ 519.5 $ 396.3 $ 240.5
================= ================= =================
The components of the net deferred income taxes are as follows:
F-35
DECEMBER 31, 2005 December 31, 2004
-------------------------------- ---------------------------------
ASSETS LIABILITIES Assets Liabilities
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Compensation and related benefits...... $ - $ 285.3 $ - $ 213.9
Reserves and reinsurance............... 929.2 - 945.1 -
DAC.................................... - 2,200.6 - 2,026.8
Unrealized investment gains............ - 250.7 - 483.7
Investments............................ - 739.5 - 557.9
Other.................................. 107.2 - - 41.9
--------------- --------------- --------------- ----------------
Total.................................. $ 1,036.4 $ 3,476.1 $ 945.1 $ 3,324.2
=============== =============== =============== ================
In 2003, the IRS commenced an examination of the AXA Financial Group's
consolidated Federal income tax returns, which includes the Company, for
the years 1997 through 2001. While that audit process is not yet
complete, the IRS began an examination of AXA Financial Group's
consolidated 2002 and 2003 returns during 2005. Management believes
these audits will have no material adverse effect on the Company's
consolidated results of operations or financial position.
12) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Ceded reinsurance does not relieve the originating insurer
of liability.
The Insurance Group reinsured most of its new variable life, universal
life and term life policies on an excess of retention basis. Through
October 2005, the Insurance Group retained mortality risk up to a
maximum of $15 million on single-life policies and $20 million on
second-to-die policies with the excess 100% reinsured. In November 2005,
the Insurance Group increased the retention on single life policies to
$25 million and on second to die policies to $30 million with the excess
100% reinsured. For certain segments of its business, the Insurance
Group ceded 50% of the business underwritten by AXA Equitable on a
guaranteed or simplified issue basis was ceded on a yearly renewable
term basis. The Insurance Group also reinsures the entire risk on
certain substandard underwriting risks and in certain other cases.
Likewise, certain risks that would otherwise be reinsured on a
proportional basis have been retained.
At December 31, 2005, the Company had reinsured in the aggregate
approximately 29.7% of its current exposure to the GMDB obligation on
annuity contracts in-force and, subject to certain maximum amounts or
caps in any one period, approximately 74.8% of its current liability
exposure resulting from the GMIB feature. See Note 9 of Notes to
Consolidated Financial Statements.
Based on management's estimates of future contract cash flows and
experience, the estimated fair values of the GMIB reinsurance contracts,
considered derivatives under SFAS No. 133, at December 31, 2005 and 2004
were $132.6 million and $90.0 million, respectively. The increase
(decrease) in estimated fair value was $42.6 million, $61.0 million and
$(91.0) million for 2005, 2004 and 2003, respectively.
At December 31, 2005 and 2004, respectively, reinsurance recoverables
related to insurance contracts amounted to $2.60 billion and $2.55
billion. Reinsurance payables related to insurance contracts totaling
$39.7 million and $35.5 million are included in other liabilities in the
consolidated balance sheets.
The Insurance Group cedes substantially all of its group life and health
business to a third party insurer. Insurance liabilities ceded totaled
$288.4 million and $381.1 million at December 31, 2005 and 2004,
respectively.
The Insurance Group also cedes a portion of its extended term insurance
and paid up life insurance and substantially all of its individual
disability income business through various coinsurance agreements.
In addition to the sale of insurance products, the Insurance Group acts
as a professional retrocessionaire by assuming life reinsurance from
professional reinsurers. The Insurance Group has also assumed accident,
health, aviation and space risks by participating in or reinsuring
various reinsurance pools and arrangements. Reinsurance assumed reserves
at December 31, 2005 and 2004 were $624.6 million and $653.0 million,
respectively.
F-36
The following table summarizes the effect of reinsurance (excluding
group life and health):
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Direct premiums.................................... $ 901.0 $ 828.9 $ 913.8
Reinsurance assumed................................ 170.1 191.2 153.2
Reinsurance ceded.................................. (189.4) (140.5) (177.6)
----------------- ----------------- -----------------
Premiums........................................... $ 881.7 $ 879.6 $ 889.4
================= ================= =================
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 169.3 $ 134.8 $ 100.3
================= ================= =================
Policyholders' Benefits Ceded...................... $ 300.2 $ 361.0 $ 390.9
================= ================= =================
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 50.9 $ 50.2 $ 49.7
================= ================= =================
13) EMPLOYEE BENEFIT PLANS
The Company (other than AllianceBernstein) sponsors qualified and
non-qualified defined benefit plans covering substantially all employees
(including certain qualified part-time employees), managers and certain
agents. These pension plans are non-contributory and their benefits are
based on a cash balance formula or, for certain participants, years of
service and final average earnings, if greater, under certain
grandfathering rules in the plans. AllianceBernstein maintains a
qualified, non-contributory, defined benefit retirement plan covering
current and former employees who were employed by AllianceBernstein in
the United States prior to October 2, 2000. AllianceBernstein's benefits
are based on years of credited service, average final base salary and
primary social security benefits. The Company uses a December 31
measurement date for its pension and postretirement plans.
Generally, the Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of
1974 ("ERISA"). The Company made cash contributions of $78.7 in 2005. No
significant cash contributions to the Company's qualified plans are
expected to be required to satisfy their minimum funding requirements
for the year ended 2006.
Components of net periodic pension expense follow:
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Service cost....................................... $ 36.0 $ 34.6 $ 31.8
Interest cost on projected benefit obligations..... 123.7 121.9 122.6
Expected return on assets.......................... (173.7) (170.9) (173.9)
Net amortization and deferrals..................... 78.8 64.7 53.4
----------------- ----------------- -----------------
Net Periodic Pension Expense....................... $ 64.8 $ 50.3 $ 33.9
================= ================= =================
F-37
The projected benefit obligations under the pension plans were comprised
of:
DECEMBER 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
Benefit obligations, beginning of year................................. $ 2,212.0 $ 2,013.3
Service cost........................................................... 30.0 28.6
Interest cost.......................................................... 123.7 121.9
Actuarial losses ...................................................... 128.7 184.0
Benefits paid.......................................................... (128.9) (135.8)
----------------- -----------------
Benefit Obligations, End of Year....................................... $ 2,365.5 $ 2,212.0
================= =================
The change in plan assets and the funded status of the pension plans was
as follows:
DECEMBER 31,
-----------------------------------
2005 2004
---------------- -----------------
(IN MILLIONS)
Plan assets at fair value, beginning of year.............................. $ 2,126.7 $ 2,015.1
Actual return on plan assets.............................................. 208.9 243.9
Contributions............................................................. 78.5 11.4
Benefits paid and fees.................................................... (135.6) (143.7)
---------------- -----------------
Plan assets at fair value, end of year.................................... 2,278.5 2,126.7
Projected benefit obligations............................................. 2,365.5 2,212.0
---------------- -----------------
(Underfunding) excess of plan assets over projected benefit obligations... (87.0) (85.3)
Unrecognized prior service cost........................................... (24.4) (29.8)
Unrecognized net loss from past experience different
from that assumed....................................................... 957.3 947.5
Unrecognized net asset at transition...................................... (1.0) (1.3)
---------------- -----------------
Prepaid Pension Cost, Net................................................. $ 844.9 $ 831.1
================ =================
The prepaid pension costs for pension plans with projected benefit
obligations in excess of plan assets were $868.3 million and $852.4
million and the accrued liabilities for pension plans with accumulated
benefit obligations in excess of plan assets were $23.4 million and
$21.3 million at December 31, 2005 and 2004, respectively.
The following table discloses the estimated fair value of plan assets
and the percentage of estimated fair value to total plan assets:
DECEMBER 31,
------------------------------------------------------------
2005 2004
-------------------------------- --------------------------
(IN MILLIONS)
ESTIMATED Estimated
FAIR VALUE % Fair Value %
------------------------- ------ ------------------ ------
Corporate and government debt securities........ $ 452.3 19.9 $ 450.1 21.2
Equity securities............................... 1,526.5 67.0 1,468.0 69.0
Equity real estate ............................. 221.8 9.7 192.8 9.1
Short-term investments.......................... 77.9 3.4 14.9 .7
Other........................................... - - .9 -
------------------------- ------------------
Total Plan Assets............................... $ 2,278.5 $ 2,126.7
========================= ==================
The primary investment objective of the plans of the Company is to
maximize return on assets, giving consideration to prudent risk. The
asset allocation is designed with a long-term investment horizon, based
on target investment of 65% equities, 25% fixed income and 10% real
estate. Emphasis is given to equity investments, given their higher
expected rate of return. Fixed income investments are included to
provide less volatile return. Real estate investments offer diversity to
the total portfolio and long-term inflation protection.
F-38
A secondary investment objective of the plans of the Company is to
minimize variation in annual net periodic pension cost over the long
term and to fund as much of the future liability growth as practical.
Specifically, a reasonable total rate of return is defined as income
plus realized and unrealized capital gains and losses such that the
growth in projected benefit obligation is less than the return on
investments plus contributions.
The assumed discount rates for measurement of the benefit obligations at
December 31, 2005 and 2004 each reflect the rates at which pension
benefits then could be effectively settled. Specifically at December 31,
2005, projected nominal cash outflows to fund expected annual benefits
payments under the Company's qualified and non-qualified pension and
postretirement benefit plans were discounted using a published
high-quality bond yield curve. The discount rate of 5.25% disclosed
below as having been used to measure the benefits obligation at December
31, 2005 represents the blended or level equivalent discount rate that
produces the same present value measure of the benefits obligation as
the aforementioned discounted cash flow analysis. This methodology is a
refinement from that used at December 31, 2004 and years prior thereto
for purpose of measuring the benefits obligation, for which the assumed
discount rate was estimated by benchmarking off of a published long-term
bond index determined to be consistent with the timing and amount of
expected benefit payments. The following table discloses the
weighted-average assumptions used to measure the Company's pension
benefit obligations and net periodic pension cost at and for the years
ended December 31, 2005 and 2004.
AXA FINANCIAL GROUP
--------------------------------
2005 2004
---- ----
Discount rate:
Benefit obligation............................................... 5.25% 5.75%
Periodic cost.................................................... 5.75% 6.25%
Rate of compensation increase:
Benefit obligation and periodic cost............................. 6.00% 5.75%
Expected long-term rate of return on plan assets (periodic cost)... 8.50% 8.50%
As noted above, the pension plans' target asset allocation is 65%
equities, 25% fixed maturities, and 10% real estate. Management reviewed
the historical investment returns and future expectations of returns
from these asset classes to conclude that a long-term expected rate of
return of 8.5% is reasonable.
The aggregate accumulated benefit obligation and fair value of plan
assets for the pension plans with accumulated benefit obligations in
excess of plan assets were $66.9 million and $47.9 million at December
31, 2005 and $59.3 million and $40.7 million at December 31, 2004,
respectively. The accumulated benefit obligation for all defined benefit
pension plans was $2,289.9 million and $ 2,072.6 million at December 31,
2005 and 2004, respectively. The aggregate projected benefit obligation
for pension plans with projected benefit obligations in excess of plan
assets was $2,365.5 million at December 31, 2005 and $2,212.0 million at
December 31, 2004.
Prior to 1987, the pension plan funded participants' benefits through
the purchase of non-participating annuity contracts from AXA Equitable.
Benefit payments under these contracts were approximately $21.7 million,
$23.2 million and $24.5 million for 2005, 2004 and 2003, respectively.
The following table sets forth an estimate of future benefits expected
to be paid in each of the next five years, beginning January 1, 2006,
and in the aggregate for the five years thereafter. These estimates are
based on the same assumptions used to measure the respective benefit
obligations at December 31, 2005 and include benefits attributable to
estimated future employee service.
F-39
Pension Benefits
--------------------
(In Millions)
2006......................$ 158.2
2007...................... 169.1
2008...................... 169.4
2009...................... 172.5
2010...................... 174.2
Years 2011 -2015........... 889.8
The Medicare Prescription Drug, Improvement and Modernization Act of 2003
introduced a prescription drug benefit under Medicare Part D that would
go into effect in 2006 as well as a Federal subsidy to employers whose
plans provide an "actuarially equivalent" prescription drug benefit. In
2005, following the issuance of regulations, management and its actuarial
advisors concluded that the prescription drug benefits provided under the
Company's retiree medical plans are actuarially equivalent to the new
Medicare prescription drug benefits. Consequently, the estimated subsidy
has been reflected in measurements of the accumulated postretirement
benefits obligations for these plans as of January 1, 2005, and the
resulting aggregate reduction of $51.9 million is accounted for
prospectively as an actuarial experience gain in accordance with FSP No.
106-2. The impact of the MMA, including the effect of the subsidy,
resulted in a decrease in the annual net periodic postretirement benefits
costs for 2005 of approximately $7.4 million.
AllianceBernstein maintains several unfunded deferred compensation plans
for the benefit of certain eligible employees and executives. The
AllianceBernstein Capital Accumulation Plan was frozen on December 31,
1987 and no additional awards have been made. For the active plans,
benefits vest over a period ranging from 3 to 8 years and are amortized
as compensation and benefit expense. ACMC, Inc. ("ACMC"), a subsidiary of
the Company, is obligated to make capital contributions to
AllianceBernstein in amounts equal to benefits paid under the
AllianceBernstein Capital Accumulation Plan and the contractual unfunded
deferred compensation arrangements. In connection with the acquisition of
Bernstein, AllianceBernstein agreed to invest $96.0 million per annum for
three years to fund purchases of AllianceBernstein Holding units or an
AllianceBernstein sponsored money market fund in each case for the
benefit of certain individuals who were stockholders or principals of
Bernstein or hired to replace them. The Company has recorded compensation
and benefit expenses in connection with these deferred compensation plans
totaling $186.2 million, $146.7 million and $124.2 million for 2005, 2004
and 2003, respectively (including $29.1 million, $61.3 million and $85.1
million for 2005, 2004 and 2003, respectively, relating to the Bernstein
deferred compensation plan).
14) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivatives
-----------
The Insurance Group primarily uses derivatives for asset/liability risk
management, for hedging individual securities and certain equity
exposures and to reduce the Insurance Group's exposure of interest rate
fluctuations. Various derivative instruments are used to achieve these
objectives, including interest rate floors and interest rate swaps. In
addition, the Company periodically enters into futures contracts to
hedge certain equity exposures, including the program to hedge certain
risks associated with the GMDB/GMIB features of the Accumulator series
of annuity products. At December 31, 2005, the Company's outstanding
equity-based futures contracts were exchanged-traded and net settled
each day. Also, the Company has purchased reinsurance contracts to
mitigate the risks associated with the impact of potential market
fluctuations on future policyholder elections of GMIB features contained
in annuity contracts issued by the Company. See Note 12 to Notes to
Consolidated Financial Statements.
Margins on individual insurance and annuity contracts are affected by
interest rate fluctuations. If interest rates fall, crediting interest
rates and dividends would be adjusted subject to competitive pressures.
In addition, policies are subject to minimum rate guarantees. To hedge
exposure to lower interest rates, the Company has used interest rate
floors. At December 31, 2005 and 2004, respectively the outstanding
0notional amount of interest rate floors was $24.0 billion and $12.0
billion. For 2005 and 2004, respectively,
F-40
net unrealized losses of $3.7 million and $3.9 million were recognized
from floor contracts. These derivatives do not qualify for hedge
accounting treatment under GAAP.
The Company issues certain variable annuity products with GMDB and GMIB
features. The risk associated with the GMDB feature is that
under-performance of the financial markets could result in GMDB
benefits, in the event of death, being higher than what accumulated
policyholder account balances would support. The risk associated with
the GMIB feature is that under-performance of the financial markets
could result in GMIB benefits, in the event of election, being higher
than what accumulated policyholders account balances would support. The
Company initiated a dynamic hedging program in the third quarter 2003,
utilizing exchange traded futures contracts, to hedge certain risks
associated with the GMDB feature of certain annuity products with a
total account value of $29,290 million at December 31, 2005 and, in
2004, initiated a similar program to hedge certain risks associated with
the GMIB feature of certain annuity products with a total account value
of $14,164 million at December 31, 2005. The futures contracts are
managed to correlate with changes in the value of the GMDB and GMIB
feature that result from financial markets movements. AXA Financial
Group retains basis risk and risk associated with actual versus expected
assumptions for mortality, lapse and election rate. This program does
not qualify for hedge accounting treatment under GAAP. At December 31,
2005, the Company had open exchange-traded futures positions on the S&P
500, Russell 1000 and NASDAQ 100 indices, having aggregate notional
totals of $1,848.0 million and initial margin requirements of $99.4
million. Contracts are net settled daily. At December 31, 2005, the
Company had open exchange-traded futures positions on the 10-year U.S.
Treasury Note, having aggregate notional totals $286.6 million and
initial margin requirements of $5.0 million. Contracts are net settled
daily. For 2005 and 2004, net realized gains (losses) of $(140.9)
million and $(63.1) million and net unrealized gains (losses) of $59.2
million and (20.6) million were recognized from futures contracts
utilized in this program and were partially offset by similar declines
in the GMDB and GMIB reserve. AXA Equitable is exposed to equity market
fluctuations through investments in its variable annuity Separate
Accounts. In 2005, AXA Equitable initiated a program utilizing exchange
traded equity futures designed to minimize such risk. At December 31,
2005, AXA Equitable had open exchange-traded futures positions with an
aggregate notional amount of $73.3 million and an initial margin
requirement of $4.0 million.
The Company is exposed to counterparty risk attributable to hedging
transactions entered into with counterparties. Exposure to credit risk
is controlled with the respect to each counterparty through a credit
appraisal and approval process. Each counterparty is currently rated 1
by the National Association of Insurance Commissioners ("NAIC").
All derivatives outstanding at December 31, 2005 and 2004 are recognized
on the balance sheet at their fair values. The outstanding notional
amounts of derivative financial instruments purchased and sold were:
DECEMBER 31,
-------------------------------------
2005 2004
----------------- -----------------
(IN MILLIONS)
Notional Amount by Derivative Type:
Options:
Floors.......................................................... $ 24,000 $ 12,000
Exchange traded U.S. Treasuries and equity index futures........ 2,208 1,113
----------------- -----------------
Total............................................................... $ 26,208 $ 13,113
================= =================
At December 31, 2005 and 2004 and during the years then ended, there
were no hybrid instruments that required bifurcation of an embedded
derivative component under the provisions of SFAS No. 133.
All gains and losses on derivative financial instruments utilized by the
Company in 2005, 2004 and 2003 were reported in earnings. None of the
derivatives were designated as qualifying hedges under SFAS No. 133. For
2005, 2004 and 2003, respectively, investment results on derivative
positions, principally in Net investment income, included gross gains of
$84.2 million, $26.2 million and $0.6 million and gross losses of $169.7
million, $114.2 million and $42.6 million that were recognized.
Fair Value of Financial Instruments
-----------------------------------
The Company defines fair value as the quoted market prices for those
instruments that are actively traded in financial markets. In cases
where quoted market prices are not available, fair values are estimated
using present value or other valuation techniques. The fair value
estimates are made at a specific point in time,
F-41
based on available market information and judgments about the financial
instrument, including estimates of the timing and amount of expected
future cash flows and the credit standing of counterparties. Such
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's entire holdings of a
particular financial instrument, nor do they consider the tax impact of
the realization of unrealized gains or losses. In many cases, the fair
value estimates cannot be substantiated by comparison to independent
markets, nor can the disclosed value be realized in immediate settlement
of the instrument.
Certain financial instruments are excluded, particularly insurance
liabilities other than financial guarantees and investment contracts.
Fair market values of off-balance-sheet financial instruments of the
Insurance Group were not material at December 31, 2005 and 2004.
Fair values for mortgage loans on real estate are estimated by
discounting future contractual cash flows using interest rates at which
loans with similar characteristics and credit quality would be made.
Fair values for foreclosed mortgage loans and problem mortgage loans are
limited to the estimated fair value of the underlying collateral if
lower.
Fair values of policy loans are estimated by discounting the face value
of the loans from the time of the next interest rate review to the
present, at a rate equal to the excess of the current estimated market
rates over the current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account
balances, and guaranteed interest contracts are estimated using
projected cash flows discounted at rates reflecting expected current
offering rates.
The fair values for variable deferred annuities and single premium
deferred annuities, included in policyholders' account balances, are
estimated as the discounted value of projected account values. Current
account values are projected to the time of the next crediting rate
review at the current crediting rates and are projected beyond that date
at the greater of current estimated market rates offered on new policies
or the guaranteed minimum crediting rate. Expected cash flows and
projected account values are discounted back to the present at the
current estimated market rates.
Fair values for long-term debt are determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate that
takes into account the level of current market interest rates and
collateral risk. The estimated fair values for recourse mortgage debt
are determined by discounting contractual cash flows at a rate based
upon current interest rates of other companies with credit ratings
similar to the Company. The Company's carrying value of short-term
borrowings approximates their estimated fair value.
The carrying value and estimated fair value for financial instruments
not previously disclosed in Notes 3, 7, 8 and 10 of Notes to
Consolidated Financial Statements are presented below:
F-42
DECEMBER 31,
--------------------------------------------------------------------
2005 2004
-------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- --------------- --------------- ----------------
(IN MILLIONS)
Consolidated:
-------------
Mortgage loans on real estate.......... $ 3,233.9 $ 3,329.0 $ 3,131.9 $ 3,321.4
Other limited partnership interests.... 937.3 937.3 891.0 891.0
Policy loans........................... 3,824.2 4,245.6 3,831.4 4,358.2
Policyholders liabilities:
Investment contracts................. 18,021.0 18,289.1 17,755.5 18,175.5
Long-term debt......................... 207.4 240.2 607.3 665.9
Closed Block:
-------------
Mortgage loans on real estate.......... $ 930.3 $ 957.7 $ 1,098.8 $ 1,162.9
Other equity investments............... 3.3 3.3 3.8 3.8
Policy loans........................... 1,284.4 1,454.1 1,322.5 1,535.4
SCNILC liability....................... 11.4 11.6 13.1 13.1
Wind-up Annuities:
------------------
Mortgage loans on real estate.......... $ 6.7 $ 7.1 $ 21.4 $ 23.1
Other equity investments............... 3.1 3.1 4.4 4.4
Guaranteed interest contracts.......... 6.5 6.4 6.8 6.8
Long-term debt......................... 101.7 101.7 101.7 101.7
15) COMMITMENTS AND CONTINGENT LIABILITIES
In addition to its debt and lease commitments discussed in Notes 10 and
17 of Notes to Consolidated Financial Statements, from time to time, the
Company has provided certain guarantees or commitments to affiliates,
investors and others. At December 31, 2005, these arrangements included
commitments by the Company to provide equity financing of $465.2 million
to certain limited partnerships under certain conditions. Management
believes the Company will not incur material losses as a result of these
commitments.
AXA Equitable is the obligor under certain structured settlement
agreements it had entered into with unaffiliated insurance companies and
beneficiaries. To satisfy its obligations under these agreements, AXA
Equitable owns single premium annuities issued by previously wholly
owned life insurance subsidiaries. AXA Equitable has directed payment
under these annuities to be made directly to the beneficiaries under the
structured settlement agreements. A contingent liability exists with
respect to these agreements should the previously wholly owned
subsidiaries be unable to meet their obligations. Management believes
the need for AXA Equitable to satisfy those obligations is remote.
The Company had $60.5 million of undrawn letters of credit related to
reinsurance at December 31, 2005. AXA Equitable had $46.9 million in
commitments under existing mortgage loan agreements at December 31,
2005.
In February 2002, AllianceBernstein signed a $125.0 million agreement
with a commercial bank under which it guaranteed certain obligations of
SCB LLC incurred in the ordinary course of its business in the event SCB
LLC is unable to meet these obligations. At December 31, 2005,
AllianceBernstein was not required to perform under the agreement and
had no liability outstanding in connection with the agreement.
16) LITIGATION
A number of lawsuits have been filed against life and health insurers in
the jurisdictions in which AXA Equitable and its respective insurance
subsidiaries do business involving insurers' sales practices, alleged
agent misconduct, alleged 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
F-43
damages, or in substantial settlements. In some states, juries have
substantial discretion in awarding punitive damages. AXA Equitable,and
AXA Life, like other life and health insurers, from time to time are
involved in such litigations.
In October 2000, an action entitled AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP AND EMERALD
INVESTMENTS LP V. AXA CLIENT SOLUTIONS, LLC; THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES; AND AXA FINANCIAL, INC. was
commenced in the United States District Court for the Northern District
of Illinois. The complaint alleges that the defendants, in connection
with certain annuities issued by AXA Equitable (i) breached an agreement
with the plaintiffs involving the execution of subaccount transfers, and
(ii) wrongfully withheld withdrawal charges in connection with the
termination of such annuities. Plaintiffs seek substantial lost profits
and injunctive relief, punitive damages and attorneys' fees. Plaintiffs
also seek return of the withdrawal charges. In March 2001, plaintiffs
filed an amended complaint. The District Court granted defendants'
motion to dismiss AXA Client Solutions and AXA Financial from the
amended complaint, and dismissed the conversion claims in June 2001. In
July 2004, the court dismissed EMERALD's complaint for lack of subject
matter (diversity) jurisdiction. In June 2004, Emerald filed a new
complaint that was substantially similar to the complaint filed in the
dismissed action against AXA Equitable, AXA Client Solutions, LLC, and
AXA Financial in the United States District Court for the Northern
District of Illinois. In July 2004, EMERALD filed an amended complaint
and AXA Equitable filed a partial motion to dismiss the amended
complaint, which was granted. In September 2004, the Court granted
EMERALD's motion to dismiss several affirmative defenses asserted by AXA
Equitable. In December 2005, the Court granted summary judgment on
liability with respect to three of EMERALD's causes of action. In
January 2006, AXA Equitable filed a motion for reconsideration. While
the monetary damages sought by plaintiffs, if awarded, could have a
material adverse effect on the consolidated financial position and
results of operations of the Company, management believes that the
ultimate resolution of this litigation should not have a material
adverse effect on the Company's consolidated financial position.
After the District Court denied defendants' motion to assert certain
defenses and counterclaims in AMERICAN NATIONAL BANK, AXA Equitable
commenced a separate action, in December 2001, entitled THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES V. AMERICAN NATIONAL BANK
AND TRUST COMPANY OF CHICAGO, AS TRUSTEE F/B/O EMERALD INVESTMENTS LP
AND EMERALD INVESTMENTS LP, in the United States District Court for the
Northern District of Illinois. The complaint arises out of the same
facts and circumstances as described in American National Bank. AXA
Equitable's complaint alleges common law fraud and equitable rescission
in connection with certain annuities issued by AXA Equitable. AXA
Equitable seeks unspecified money damages, rescission, punitive damages
and attorneys' fees. Defendants' counterclaims, filed in March 2002,
allege common law fraud, violations of the Federal and Illinois
Securities Acts and violations of the Illinois and New York Consumer
Fraud Acts. Defendants seek unspecified money damages, punitive damages
and attorneys' fees. In May 2002, the District Court granted in part and
denied in part AXA Equitable's motion to dismiss defendants'
counterclaims, dismissing defendants' Illinois Securities Act and New
York Consumer Fraud Act claims. In September 2004, the court granted AXA
Equitable's motion to dismiss this action and retained jurisdiction over
EMERALD's counterclaims in the action.
In January 2004, DH2, Inc., an entity related to Emerald Investments LP
filed a lawsuit in the United States District Court for the Northern
District of Illinois against AXA Equitable and EQ Advisors Trust
("EQAT"), asserting claims for breach of contract and breach of
fiduciary duty, claims under the Federal securities laws, and
misappropriation of trade secrets. The complaint alleges that AXA
Equitable and EQAT wrongfully misappropriated DH2, Inc.'s confidential
and proprietary information to implement fair value pricing of
securities within the subaccounts of DH2, Inc.'s variable annuity, which
diminished the profitability of its proprietary trading strategy. The
complaint also alleges that AXA Equitable and EQAT implemented fair
value pricing for an improper purpose and without adequate disclosure.
The complaint further alleges that AXA Equitable and EQAT are not
permitted to implement fair value pricing of securities. In July 2004,
DH2 filed an amended complaint adding the individual trustees of EQAT as
defendants. In March 2005, the Court granted all defendants' motion to
dismiss, dismissing DH2's claims for alleged violations of the
Investment Company Act of 1940, as amended (the "Investment Company
Act") with prejudice and dismissing the remaining claims without
prejudice on the ground that DH2 failed to state a claim under the
Federal securities laws. In April 2005, DH2 filed a second amended
complaint, which alleges claims substantially similar to those included
in the original amended complaint. In December 2005, the court granted
in part and denied in part, defendant's motion to dismiss the second
amended complaint.
A putative class action entitled STEFANIE HIRT, ET AL. V. THE EQUITABLE
RETIREMENT PLAN FOR EMPLOYEES, MANAGERS AND AGENTS, ET AL. was filed in
the District Court for the Southern District of New York in August
F-44
2001 against The Equitable Retirement Plan for Employees, Managers and
Agents (the "Retirement Plan") and The Officers Committee on Benefit
Plans of Equitable Life, as Plan Administrator. The action was brought
by five participants in the Retirement Plan and purports to be on behalf
of "all Plan participants, whether active or retired, their
beneficiaries and Estates, whose accrued benefits or pension benefits
are based on the Plan's Cash Balance Formula". The complaint challenges
the change, effective January 1, 1989, in the pension benefit formula
from a final average pay formula to a cash balance formula. Plaintiffs
allege that the change to the cash balance formula violates ERISA by
reducing the rate of accruals based on age, failing to comply with
ERISA's notice requirements and improperly applying the formula to
retroactively reduce accrued benefits. The relief sought includes a
declaration that the cash balance plan violates ERISA, an order
enjoining the enforcement of the cash balance formula, reformation and
damages. In April 2002, plaintiffs filed a motion seeking to certify a
class of "all Plan participants, whether active or retired, their
beneficiaries and Estates, whose accrued benefits or pension benefits
are based on the Plan's Cash Balance Formula". Also in April 2002,
plaintiffs agreed to dismiss with prejudice their claim that the change
to the cash balance formula violates ERISA by improperly applying the
formula to retroactively reduce accrued benefits. That claim has been
dismissed. In March 2003, plaintiffs filed an amended complaint
elaborating on the remaining claims in the original complaint and adding
additional class and individual claims alleging that the adoption and
announcement of the cash balance formula and the subsequent announcement
of changes in the application of the cash balance formula failed to
comply with ERISA. By order dated May 2003, the District Court, as
requested by the parties, certified the case as a class action,
including a sub-class of all current and former Plan participants,
whether active, inactive or retired, their beneficiaries or estates, who
were subject to a 1991 change in application of the cash balance
formula. In July 2004, the parties filed cross motions for summary
judgment asking the court to find in their respective favors on
plaintiffs' claim that (1) the cash balance formula of the retirement
plan violates ERISA's age discrimination provisions and (2) the notice
of plan amendment distributed by AXA Equitable violated ERISA's notice
rules. Following a hearing on the motions, the court ordered a limited
amount of additional discovery to be conducted followed by a subsequent
hearing. 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.
In January 2003, a putative class action entitled BERGER ET AL. V. AXA
NETWORK, LLC AND THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES was commenced in the United States District Court for the
Northern District of Illinois by two former agents on behalf of
themselves and other similarly situated present, former and retired
agents who, according to the complaint, "(a) were discharged by
Equitable Life from `statutory employee status' after January 1, 1999,
because of Equitable Life's adoption of a new policy stating that in any
given year, those who failed to meet specified sales goals during the
preceding year would not be treated as `statutory employees,' or (b)
remain subject to discharge from `statutory employee' status based on
the policy applied by Equitable Life". The complaint alleges that the
company improperly "terminated" the agents' full-time life insurance
salesman statutory employee status in or after 1999 by requiring
attainment of minimum production credit levels for 1998, thereby making
the agents ineligible for benefits and "requiring" them to pay
Self-Employment Contribution Act taxes. The former agents, who assert
claims for violations of ERISA and 26 U.S.C. 3121, and breach of
contract, seek declaratory and injunctive relief, plus restoration of
benefits and an adjustment of their benefit plan contributions and
payroll tax withholdings. In July 2003, the United States District Court
for the Northern District of Illinois granted in part and denied in part
AXA Equitable's motion to dismiss the complaint. AXA Equitable has
answered plaintiffs' remaining claim for violation of ERISA. In March
2004, the District Court entered an order certifying a class consisting
of "[a]ll present, former and retired Equitable agents who (a) lost
eligibility for benefits under any Equitable ERISA plan during any
period on or after January 1, 1999 because of the application of the
policy adopted by Equitable of using compliance with specified sales
goals as the test of who was a "full time life insurance salesman" and
thereby eligible for benefits under any such plan, or (b) remain subject
to losing such benefits in the future because of the potential
application to them of that policy". 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 September 2004, a petition for appraisal entitled CEDE & CO. V. AXA
FINANCIAL, INC. was filed in the Delaware Court of Chancery by an
alleged former MONY stockholder. The petition seeks a judicial appraisal
of the value of the MONY shares held by former MONY stockholders holding
approximately 3.6 million shares of MONY common stock who demanded
appraisal pursuant to Section 262 of the General Corporation Law of the
State of Delaware and have not withdrawn their demands. The parties are
engaged in discovery. On or about November 4, 2004, a petition for
appraisal entitled HIGHFIELDS CAPITAL LTD. V. AXA FINANCIAL, INC. was
filed in the Delaware Court of Chancery by another alleged former MONY
stockholder.
F-45
The relief sought by the Highfields Capital petition is substantially
identical to that sought pursuant to the Cede & Co. petition. The
parties are engaged in discovery. In February 2005, the Delaware Court
of Chancery consolidated the two actions for all purposes.
In April 2004, a purported nationwide class action lawsuit was filed in
the Circuit Court for Madison County, Illinois entitled MATTHEW
WIGGENHORN V. EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. The
lawsuit alleges that AXA Equitable uses stale prices for the foreign
securities within the investment divisions of its variable insurance
products. The complaint further alleges that AXA Equitable's use of
stale pricing diluted the returns of the purported class. The complaint
also alleges that AXA Equitable breached its fiduciary duty to the class
by allowing market timing in general within AXA Equitable's variable
insurance products, thereby diluting the returns of the class. 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 related litigation is pending. In June 2005, plaintiff
filed an amended complaint. In July 2005, AXA Equitable filed a motion
to dismiss the amended complaint, which is pending.
ALLIANCE LITIGATION
In April 2002, a consolidated complaint entitled IN RE ENRON CORPORATION
SECURITIES LITIGATION ("Enron Complaint") was filed in the United States
District Court for the Southern District of Texas, Houston Division,
against numerous defendants, including AllianceBernstein. The principal
allegations of the Enron Complaint, as they pertain to
AllianceBernstein, are that AllianceBernstein violated Sections 11 and
15 of the Securities Act of 1933, as amended ("Securities Act") with
respect to a registration statement filed by Enron and effective with
the SEC on July 18, 2001, which was used to sell $1.9 billion Enron Zero
Coupon Convertible Notes due 2021. Plaintiffs allege the registration
statement was materially misleading and that Frank Savage, a director of
Enron, who was at that time an employee of AllianceBernstein and a
director of the general partner of AllianceBernstein (the "General
Partner"), signed the registration statement at issue. Plaintiffs
therefore assert that AllianceBernstein is itself liable for the
allegedly misleading registration statement. Plaintiffs seek rescission
or a rescissionary measure of damages. In June 2002, AllianceBernstein
moved to dismiss the Enron Complaint as the allegations therein pertain
to it. In March 2003, that motion was denied. In May 2003, a First
Amended Consolidated Complaint, with substantially identical allegations
as to AllianceBernstein, was filed. AllianceBernstein filed its answer
in June 2003. In May 2003, plaintiffs filed an Amended Motion For Class
Certification. In October 2003, following the completion of class
discovery, AllianceBernstein filed its opposition to class
certification. AllianceBernstein's motion is pending. The case is
currently in discovery.
In September 2002, a complaint entitled LAWRENCE E. JAFFE PENSION PLAN,
LAWRENCE E. JAFFE TRUSTEE U/A 1198 V. ALLIANCE CAPITAL MANAGEMENT L.P.,
ALFRED HARRISON AND ALLIANCE PREMIER GROWTH FUND, INC. ("JAFFE
COMPLAINT") was filed in the United States District Court for the
Southern District of New York against AllianceBernstein, Alfred Harrison
(a former director) and the AllianceBernstein Premier Growth Fund (now
known as the AllianceBernstein Large Cap Growth Fund "Large Cap Growth
Fund") alleging violation of the Investment Company Act. Plaintiff seeks
damages equal to Large Cap Growth Fund's losses as a result of Large Cap
Growth Fund's investment in shares of Enron and a recovery of all fees
paid by Large Cap Growth Fund to AllianceBernstein beginning November 1,
2000. In March 2003, the court granted AllianceBernstein's motion to
transfer the JAFFE COMPLAINT to the United States District Court for the
District of New Jersey for coordination with the now dismissed BENAK V.
ALLIANCE CAPITAL MANAGEMENT L.P. AND ALLIANCE PREMIER GROWTH FUND action
then pending. In December 2003, plaintiff filed an amended complaint
("AMENDED JAFFE COMPLAINT") in the United States District Court for the
District of New Jersey. The AMENDED JAFFE COMPLAINT alleges violations
of Section 36(a) of the Investment Company Act, common law negligence,
and negligent misrepresentation. Specifically, the AMENDED JAFFE
COMPLAINT alleges that (i) the defendants breached their fiduciary
duties of loyalty, care and good faith to Large Cap Growth Fund by
causing Large Cap Growth Fund to invest in the securities of Enron, (ii)
the defendants were negligent for investing in securities of Enron, and
(iii) through prospectuses and other documents, defendants
misrepresented material facts related to Large Cap Growth Fund's
investment objective and policies. In January 2004, defendants moved to
dismiss the AMENDED JAFFE COMPLAINT. In May 2005, the court granted
defendant's motion and dismissed the case on the ground that plaintiff
failed to make a demand on the Large Cap Growth Fund's Board of
Directors ("LCG Board") pursuant to Rule 23.1 of the Federal Rules of
Civil Procedure. Plaintiff's time to file an appeal has expired. In June
2005, plaintiff made a demand on the LCG Board, requesting that the LCG
Board take action against AllianceBernstein for the reasons set forth in
the AMENDED JAFFE COMPLAINT. In December 2005, the LCG Board rejected
plaintiff's demand.
F-46
In December 2002, a putative class action complaint entitled PATRICK J.
GOGGINS ET AL. V. ALLIANCE CAPITAL MANAGEMENT L.P. ET AL. ("GOGGINS
COMPLAINT") was filed in the United States District Court for the
Southern District of New York against AllianceBernstein, Large Cap
Growth Fund and individual directors and certain officers of Large Cap
Growth Fund. In August 2003, the court granted AllianceBernstein's
motion to transfer the Goggins Complaint to the United States District
Court for the District of New Jersey. In December 2003, plaintiffs filed
an amended complaint ("AMENDED GOGGINS COMPLAINT") in the United States
District Court for the District of New Jersey, which alleges that
defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act
because Large Cap Growth Fund's registration statements and prospectuses
contained untrue statements of material fact and omitted material facts.
More specifically, the AMENDED GOGGINS COMPLAINT alleges that the Large
Cap Growth Fund's investment in Enron was inconsistent with the Large
Cap Growth Fund's stated strategic objectives and investment strategies.
Plaintiffs seek rescissionary relief or an unspecified amount of
compensatory damages on behalf of a class of persons who purchased
shares of Large Cap Growth Fund during the period October 31, 2000
through February 14, 2002. In January 2004, AllianceBernstein moved to
dismiss the AMENDED GOGGINS COMPLAINT. In December 2004, the court
granted AllianceBernstein's motion and dismissed the case. In January
2005, plaintiffs appealed the court's decision. In January 2006, the
U.S. Court of Appeals for the Third Circuit affirmed the dismissal.
Plaintiffs' time to seek further review of the court's decision expires
on April 13, 2006.
In October 2003, a purported class action complaint entitled ERB ET AL.
V. ALLIANCE CAPITAL MANAGEMENT L.P. ("ERB COMPLAINT") was filed in the
Circuit Court of St. Clair County, Illinois against AllianceBernstein.
Plaintiff, purportedly a shareholder in the Large Cap Growth Fund,
alleged that AllianceBernstein breached unidentified provisions of Large
Cap Growth Fund's prospectus and subscription and confirmation
agreements that allegedly required that every security bought for Large
Cap Growth Fund's portfolio must be a "1-rated" stock, the highest
rating that AllianceBernstein's research analysts could assign.
Plaintiff alleges that AllianceBernstein impermissibly purchased shares
of stocks that were not 1-rated. In June 2004, plaintiff filed an
amended complaint ("AMENDED ERB COMPLAINT") in the Circuit Court of St.
Clair County, Illinois. The AMENDED ERB COMPLAINT allegations are
substantially similar to those contained in the previous complaint,
however, the AMENDED ERB COMPLAINT adds a new plaintiff and seeks to
allege claims on behalf of a purported class of persons or entities
holding an interest in any portfolio managed by AllianceBernstein's
Large Cap Growth Team. The AMENDED ERB COMPLAINT alleges that
AllianceBernstein breached its contracts with these persons or entities
by impermissibly purchasing shares of stocks that were not 1-rated.
Plaintiffs seek rescission of all purchases of any non-1-rated stocks
AllianceBernstein made for Large Cap Growth Fund and other Large Cap
Growth Team clients' portfolios over the past eight years, as well as an
unspecified amount of damages. In July 2004, AllianceBernstein removed
the ERB action to the United States District Court for the Southern
District of Illinois on the basis that plaintiffs' claims are preempted
under the Securities Litigation Uniform Standards Act. In August 2004,
the District Court remanded the action to the Circuit Court. In
September 2004, AllianceBernstein filed a notice of appeal with respect
to the District Court's order. In December 2004, plaintiffs moved to
dismiss AllianceBernstein's appeal. In September 2005,
AllianceBernstein's appeal was denied.
Market Timing-Related Matters
In October 2003, a purported class action complaint entitled HINDO, ET
AL. V. ALLIANCEBERNSTEIN GROWTH & INCOME FUND ET AL. ("HINDO COMPLAINT")
was filed against AllianceBernstein, AllianceBernstein Holding, the
General Partner, AXA Financial, the U.S. Funds, the registrants and
issuers of those funds, certain officers of AllianceBernstein (the
"AllianceBernstein defendants"), and certain other unaffiliated
defendants, as well as unnamed Doe defendants. The HINDO COMPLAINT was
filed in the United States District Court for the Southern District of
New York by alleged shareholders of two of the U.S. Funds. The HINDO
COMPLAINT alleges that certain of the AllianceBernstein defendants
failed to disclose that they improperly allowed certain hedge funds and
other unidentified parties to engage in "late trading" and "market
timing" of U.S. Fund securities, violating Sections 11 and 15 of the
Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and
Sections 206 and 215 of the Investment Advisers Act of 1940 (the
"Advisers Act"). Plaintiffs seek an unspecified amount of compensatory
damages and rescission of their contracts with AllianceBernstein,
including recovery of all fees paid to AllianceBernstein pursuant to
such contracts.
Since October 2003, forty-three additional lawsuits making factual
allegations generally similar to those in the HINDO COMPLAINT were filed
in various Federal and state courts against AllianceBernstein and
certain other defendants, and others may be filed. Such lawsuits have
asserted a variety of theories for recovery including, but not limited
to, violations of the Securities Act, the Exchange Act, the Advisers
Act, the Investment Company Act, the Employee Retirement Income Security
Act of 1974,as amended ("ERISA"),
F-47
certain state securities statutes and common law. All state court
actions against AllianceBernstein either were voluntarily dismissed or
removed to Federal court.
In February 2004, the Judicial Panel on Multidistrict Litigation ("MDL
Panel") transferred all Federal actions to the United States District
Court for the District of Maryland ("Mutual Fund MDL"). All of the
actions removed to the Federal court also were transferred to the Mutual
Fund MDL. The plaintiffs in the removed actions have since moved for
remand, and that motion is pending.
In September 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of
AllianceBernstein Holding; and claims brought under ERISA by
participants in the Profit Sharing Plan for Employees of
AllianceBernstein. All four complaints include substantially identical
factual allegations, which appear to be based in large part on the SEC
Order and the NYAG Assurance of Discontinuance (the "NYAG AoD"). The
claims in the mutual fund derivative consolidated amended complaint are
generally based on the theory that all fund advisory agreements,
distribution agreements and 12b-1 plans between AllianceBernstein and
the U.S. Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by
fund trustees on the basis of materially misleading information with
respect to the level of market timing permitted in funds managed by
AllianceBernstein. The claims asserted in the other three consolidated
amended complaints are similar to those that the respective plaintiffs
asserted in their previous Federal lawsuits. All of these lawsuits seek
an unspecified amount of damages.
In February 2004, AllianceBernstein 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 ("WV Securities
Commissioner") (subpoena and request together, the "Information
Requests"). Both Information Requests required AllianceBernstein to
produce documents concerning, among other things, any market timing or
late trading in its sponsored mutual funds. AllianceBernstein 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 AllianceBernstein, AllianceBernstein Holding, and various other
unaffiliated defendants. 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 U.S. District Court for the
Northern District of West Virginia. In July 2005, plaintiff moved to
remand. In October 2005, the WVAG Complaint was transferred to the
Mutual Fund MDL. In August 2005, the WV Securities Commissioner signed a
"Summary Order to Cease and Desist, and Notice of Right to Hearing"
addressed to AllianceBernstein and AllianceBernstein Holding. The
Summary Order claims that AllianceBernstein and AllianceBernstein
Holding violated the West Virginia Uniform Securities Act and makes
factual allegations generally similar to those in the SEC Order and NYAG
AoD. In January 2006, AllianceBernstein, AllianceBernstein Holding and
various unaffiliated defendants filed a Petition for Writ of Prohibition
and Order Suspending Proceedings in West Virginia state court seeking to
vacate the Summary Order and for other relief.
AXA Financial, AXA S.A. and AXA Equitable are named as defendants in the
mutual fund shareholder complaint and the AllianceBernstein Holding
unitholder derivative complaint. Claims have been asserted against all
these companies that include both control person and direct liability.
AXA Financial is named as a defendant in the mutual fund complaint and
the ERISA complaint. As previously disclosed, AllianceBernstein recorded
charges to income totaling $330 million during the second half of 2003
in connection with establishing the $250 million restitution fund and
certain other matters. During 2005, AllianceBernstein paid $8 million
related to market timing and has cumulatively paid $310 million related
to these matters (excluding the WVAG COMPLAINT-related expenses).
Revenue Sharing-Related Matters
In June 2004, a purported class action complaint entitled AUCOIN, ET AL.
V. ALLIANCE CAPITAL MANAGEMENT L.P., ET AL. ("AUCOIN COMPLAINT") was
filed against AllianceBernstein, AllianceBernstein Holding, the General
Partner, AXA Financial, AllianceBernstein Investments, Inc., a
wholly-owned subsidiary of AllianceBernstein, certain current and former
directors of the U.S. Funds, and unnamed Doe defendants. The
F-48
AUCOIN COMPLAINT names the U.S. Funds as nominal defendants. The AUCOIN
COMPLAINT was filed in the United States District Court for the Southern
District of New York by an alleged shareholder of the AllianceBernstein
Growth & Income Fund. The AUCOIN COMPLAINT alleges, among other things,
(i) that certain of the defendants improperly authorized the payment of
excessive commissions and other fees from U.S. Fund assets to
broker-dealers in exchange for preferential marketing services, (ii)
that certain of the defendants misrepresented and omitted from
registration statements and other reports material facts concerning such
payments, and (iii) that certain defendants caused such conduct as
control persons of other defendants. The AUCOIN COMPLAINT asserts claims
for violation of Sections 34(b), 36(b) and 48(a) of the Investment
Company Act, Sections 206 and 215 of the Advisers Act, breach of common
law fiduciary duties, and aiding and abetting breaches of common law
fiduciary duties. Plaintiffs seek an unspecified amount of compensatory
damages and punitive damages, rescission of their contracts with
AllianceBernstein, including recovery of all fees paid to
AllianceBernstein pursuant to such contracts, an accounting of all U.S.
Fund-related fees, commissions and soft dollar payments, and restitution
of all unlawfully or discriminatorily obtained fees and expenses.
Since June 22, 2004, nine additional lawsuits making factual allegations
substantially similar to those in the AUCOIN COMPLAINT were filed
against AllianceBernstein and certain other defendants. All nine of the
lawsuits (i) were brought as class actions filed in the United States
District Court for the Southern District of New York, (ii) assert claims
substantially identical to the Aucoin Complaint, and (iii) are brought
on behalf of shareholders of U.S. Funds.
In February 2005, plaintiffs filed a consolidated amended class action
complaint (the "AUCOIN CONSOLIDATED AMENDED COMPLAINT") that asserts
claims substantially similar to the AUCOIN COMPLAINT and the nine
additional lawsuits referenced above. In October 2005, the District
Court dismissed each of the claims set forth in the AUCOIN CONSOLIDATED
AMENDED COMPLAINT, except for plaintiffs' claim under Section 36(b) of
the Investment Company Act. In January 2006, the District Court granted
defendants' motion for reconsideration and dismissed the remaining claim
under Section 36(b) of the Investment Company Act. Plaintiffs have moved
for leave to amend their consolidated complaint.
-----------------------------------
Although the outcome of litigation generally cannot be predicted with
certainty, management believes that, except as otherwise noted, 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
noted above, management cannot make an estimate of loss, if any, or
predict whether or not any of such other litigations described above
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.
17) LEASES
The Company has entered into operating leases for office space and
certain other assets, principally information technology equipment and
office furniture and equipment. Future minimum payments under
noncancelable operating leases for 2006 and the four successive years
are $160.6 million, $153.3 million, $145.1 million, $130.9 million,
$126.4 million and $647.0 million thereafter. Minimum future sublease
rental income on these noncancelable operating leases for 2006 and the
four successive years is $5.4 million, $3.8 million, $3.1 million, $2.5
million, $2.5 million and $15.8 million thereafter.
F-49
At December 31, 2005, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 2006
and the four successive years is $104.1 million, $105.4 million, $113.8
million, $112.6 million, $112.6 million and $997.9 million thereafter.
The Company has entered into capital leases for certain information
technology equipment. Future minimum payments under noncancelable
capital leases for 2006 and the four successive years are $0.5 million,
$0.5 million, $0.3 million and $0.2 million.
18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
AXA Equitable is restricted as to the amounts it may pay as dividends to
AXA Financial. Under the New York Insurance Law, a domestic life insurer
may, without prior approval of the Superintendent; pay a dividend to its
shareholders not exceeding an amount calculated based on a statutory
formula. This formula would permit AXA Equitable to pay shareholder
dividends not greater than $511.1 million during 2006. Payment of
dividends exceeding this amount requires the insurer to file notice of
its intent to declare such dividends with the Superintendent who then
has 30 days to disapprove the distribution. For 2005, 2004 and 2003, the
Insurance Group statutory net income totaled $780.4 million, $571.4
million and $549.4 million, respectively. Statutory surplus, capital
stock and Asset Valuation Reserve ("AVR") totaled $6,241.7 million and
$5,201.5 million at December 31, 2005 and 2004, respectively. In 2005,
2004 and 2003, respectively, AXA Equitable paid shareholder dividends of
$500.00 million, $500.0 million and $400.0 million.
At December 31, 2005, the Insurance Group, in accordance with various
government and state regulations, had $27.5 million of securities
deposited with such government or state agencies.
At December 31, 2005 and for the year then ended, there were no
differences in net income and capital and surplus resulting from
practices prescribed and permitted by the State of New York and those
prescribed by NAIC Accounting Practices and Procedures effective at
December 31, 2005.
Accounting practices used to prepare statutory financial statements for
regulatory filings of stock life insurance companies differ in certain
instances from GAAP. The differences between statutory surplus and
capital stock determined in accordance with Statutory Accounting
Principles ("SAP") and total shareholder's equity under GAAP are
primarily: (a) the inclusion in SAP of an AVR intended to stabilize
surplus from fluctuations in the value of the investment portfolio; (b)
future policy benefits and policyholders' account balances under SAP
differ from GAAP due to differences between actuarial assumptions and
reserving methodologies; (c) certain policy acquisition costs are
expensed under SAP but deferred under GAAP and amortized over future
periods to achieve a matching of revenues and expenses; (d) under SAP,
income taxes are provided on the basis of amounts currently payable with
provisions made for deferred amounts that reverse within one year while
under GAAP, deferred taxes are recorded for temporary differences
between the financial statements and tax basis of assets and liabilities
where the probability of realization is reasonably assured; (e) the
valuation of assets under SAP and GAAP differ due to different
investment valuation and depreciation methodologies, as well as the
deferral of interest-related realized capital gains and losses on fixed
income investments; (f) the valuation of the investment in
AllianceBernstein and AllianceBernstein Holding under SAP reflects a
portion of the market value appreciation rather than the equity in the
underlying net assets as required under GAAP; (g) the provision for
future losses of the discontinued Wind-Up Annuities business is only
required under GAAP; (h) reporting the surplus notes as a component of
surplus in SAP but as a liability in GAAP; (i) computer software
development costs are capitalized under GAAP but expensed under SAP; and
(j) certain assets, primarily pre-paid assets, are not admissible under
SAP but are admissible under GAAP.
The following reconciles the Insurance Group's statutory change in
surplus and capital stock and statutory surplus and capital stock
determined in accordance with accounting practices prescribed by the
NYID with net earnings and equity on a GAAP basis.
F-50
2005 2004 2003
----------------- ----------------- -----------------
(IN MILLIONS)
Net change in statutory surplus and
capital stock.................................... $ 779.6 $ 196.8 $ 43.4
Change in AVR...................................... 260.6 528.1 152.2
----------------- ----------------- -----------------
Net change in statutory surplus, capital stock
and AVR.......................................... 1,040.2 724.9 195.6
Adjustments:
Future policy benefits and policyholders'
account balances............................... (51.9) (398.8) (245.7)
DAC.............................................. 598.0 529.2 556.1
Deferred income taxes............................ 227.6 122.5 30.9
Valuation of investments......................... 40.0 10.1 39.6
Valuation of investment subsidiary............... (1,278.3) (460.3) (321.6)
Change in fair value of guaranteed minimum
income benefit reinsurance contracts.......... 42.6 61.0 (91.0)
Shareholder dividends paid....................... 500.0 500.0 400.0
Changes in non-admitted assets................... .5 (74.7) (35.1)
Other, net....................................... (75.8) (98.9) (2.1)
GAAP adjustments for Wind-up Annuities........... 30.9 14.9 (2.3)
----------------- ----------------- -----------------
Net Earnings of the Insurance Group................ $ 1,073.8 $ 929.9 $ 524.4
================= ================= =================
DECEMBER 31,
---------------------------------------------------------
2005 2004 2003
----------------- ----------------- ------------------
(IN MILLIONS)
Statutory surplus and capital stock................ $ 5,111.1 $ 4,331.5 $ 4,134.7
AVR................................................ 1,130.6 870.0 341.9
----------------- ----------------- ------------------
Statutory surplus, capital stock and AVR........... 6,241.7 5,201.5 4,476.6
Adjustments:
Future policy benefits and policyholders'
account balances............................... (1,934.0) (1,882.1) (1,483.3)
DAC.............................................. 7,557.3 6,813.9 6,290.4
Deferred income taxes............................ (1,294.6) (1,770.4) (1,729.8)
Valuation of investments......................... 1,281.6 2,237.6 2,196.3
Valuation of investment subsidiary............... (3,251.6) (1,973.3) (1,513.0)
Fair value of guaranteed minimum income
benefit reinsurance contracts................. 132.6 90.0 29.0
Non-admitted assets.............................. 1,056.0 1,055.5 1,130.2
Issuance of surplus notes........................ (524.8) (599.7) (599.6)
Other, net....................................... 258.3 147.9 77.7
GAAP adjustments for Wind-up Annuities........... (80.6) (96.4) (103.9)
----------------- ----------------- ------------------
Equity of the Insurance Group...................... $ 9,441.9 $ 9,224.5 $ 8,770.6
================= ================= ==================
19) BUSINESS SEGMENT INFORMATION
The Company's operations consist of Insurance and Investment Services
segments. The Company's management evaluates the performance of each of
these segments independently and allocates resources based on current
and future requirements of each segment.
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, disability income, annuity
products, mutual funds, and other investment products to individuals and
small groups. It also administers traditional participating group
annuity contracts with conversion features, generally for corporate
qualified pension plans, and association plans which provide full
service retirement programs for individuals affiliated with professional
and trade associations. This segment includes Separate Accounts for
individual insurance and annuity products.
F-51
The Investment Services segment is principally comprised of the
investment management business of AllianceBernstein. AllianceBernstein
provides diversified investment management and related services globally
to a broad range of clients including: (a) institutional clients,
including pension funds, endowment funds and domestic and foreign
financial institutions and governments, (b) private clients, including
high net worth individuals, trusts and estates, charitable foundations
and other entities, by means of separately managed accounts, hedge
funds, mutual funds and other investment vehicles, (c) individual
investors, principally through a broad line of mutual funds, and (d)
institutional investors by means of in-depth research, portfolio
strategy, trading and other services. This segment also includes
institutional Separate Accounts principally managed by AllianceBernstein
that provide various investment options for large group pension clients,
primarily defined benefit and contribution plans, through pooled or
single group accounts.
Intersegment investment advisory and other fees of approximately $123.7
million, $118.4 million and $103.0 million for 2005, 2004 and 2003,
respectively, are included in total revenues of the Investment Services
segment.
The following tables reconcile segment revenues and earnings from
continuing operations before income taxes 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.
2005 2004 2003
----------------- ----------------- ------------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance.......................................... $ 5,771.2 $ 5,447.7 $ 4,734.4
Investment Services................................ 3,265.0 3,031.5 2,738.5
Consolidation/elimination.......................... (84.7) (82.8) (70.4)
----------------- ----------------- ------------------
Total Revenues..................................... $ 8,951.5 $ 8,396.4 $ 7,402.5
================= ================= ==================
SEGMENT EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND MINORITY INTEREST:
Insurance.......................................... $ 1,120.8 $ 946.3 $ 631.6
Investment Services................................ 924.2 728.8 318.6
Consolidation/elimination.......................... - (.9) -
----------------- ----------------- ------------------
Total Earnings from Continuing Operations
before Income Taxes and Minority Interest....... $ 2,045.0 $ 1,674.2 $ 950.2
================= ================= ==================
DECEMBER 31,
--------------------------------------------------------
2005 2004 2003
----------------- ----------------- ------------------
(IN MILLIONS)
SEGMENT ASSETS:
Insurance.......................................... $ 118,803.7 $ 110,141.1 $ 98,822.1
Investment Services................................ 15,161.4 14,326.3 15,410.1
Consolidation/elimination.......................... 2.0 26.7 33.1
----------------- ----------------- ------------------
Total Assets....................................... $ 133,967.1 $ 124,494.1 $ 114,265.3
================= ================= ==================
F-52
20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 2005 and 2004 are summarized
below:
THREE MONTHS ENDED
------------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
----------------- ----------------- ------------------ ------------------
(IN MILLIONS)
2005
----
Total Revenues................ $ 2,212.5 $ 2,224.2 $ 2,151.4 $ 2,363.4
================= ================= ================== ==================
Earnings from Continuing
Operations.................. $ 265.1 $ 278.5 $ 281.6 $ 233.4
================= ================= ================== ==================
Net Earnings.................. $ 265.0 $ 278.6 $ 296.8 $ 233.4
================= ================= ================== ==================
2004
----
Total Revenues................ $ 2,131.8 $ 2,027.0 $ 2,100.4 $ 2,165.7
================= ================= ================== ==================
Earnings from
Continuing Operations....... $ 227.4 $ 269.3 $ 204.6 $ 192.5
================= ================= ================== ==================
Net Earnings.................. $ 226.6 $ 270.5 $ 220.2 $ 212.6
================= ================= ================== ==================
21) ACCOUNTING FOR SHARE-BASED COMPENSATION
AXA Financial sponsors a stock incentive plan for employees of AXA
Equitable. AllianceBernstein sponsors its own stock option plans for
certain employees.
In January 2001, 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 Company recorded an increase in the Stock
Appreciation Rights liability of $31.2 million, $14.3 million and $12.0
for 2005, 2004 and 2003, respectively, primarily reflecting the variable
accounting for the Stock Appreciation Rights based on the change in the
market value of AXA ADRs in 2005, 2004 and 2003. At December 31, 2005,
the Stock Appreciation Rights liability was $50.9 million.
The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB No. 25.
Accordingly, no compensation expense for employee stock option awards is
recognized in the consolidated statements of earnings for the years
2005, 2004, and 2003, respectively, as all are for a fixed number of
shares and their exercise price equals the market value of the
underlying shares on the date of grant. The following table illustrates
the effect on net income had compensation expense for employee stock
option awards been measured and recognized by AXA Financial Group under
the fair-value-based method of SFAS No. 123.
2005 2004 2003
----------------- ----------------- -------------------
(IN MILLIONS)
Net income, as reported............................ $ 1,073.8 $ 929.9 $ 524.4
Less: total stock-based employee compensation
expense determined under fair value method for
all awards, net of income tax benefit........... (23.2) (21.4) (35.8)
----------------- ----------------- -------------------
Pro Forma Net Earnings............................. $ 1,050.6 $ 908.5 $ 488.6
================= ================= ===================
For purpose of preparing the SFAS 123 pro-forma disclosures above, the
Black-Scholes-Merton formula was used by the Company to estimate the
fair values of the option awards. Shown below are the relevant input
assumptions used to derive those values. For the 2005 awards of options
to purchase AXA ordinary shares and AXA ADRs, implied volatilities were
considered in determining the stock price volatility assumption
F-53
and the expected dividend was calculated as a yield. With respect to the
valuation of options to purchase AXA ADRs, these methodologies each
constitute a change in accounting estimate. The assumptions applied in
previous years primarily considered historical realized stock price
volatility and defined the expected dividend as an annual amount. These
changes are consistent with the fair value measurement objectives of
SFAS Nos. 123 and 123(R) and, accordingly, will be applied prospectively
in determining the fair values of employee stock options to be measured
and accounted for in accordance with SFAS 123(R).
AXA AXA Financial AllianceBernstein
----------- ----------------------------- ------------------------
2005 2005 2004 2003 2005 2004 2003
----------- ---------- ---------- ------- -------- ------- -------
Dividend yield.............. 3.15% 3.01% 2.24% 2.48% 6.2% 3.5% 6.1%
Expected volatility......... 25% 25% 43% 46% 31% 32% 32%
Risk-free interest rate..... 3.09% 4.27% 2.86% 2.72% 3.7% 4.0% 3.0%
Expected life in years...... 5 5 5 5 3 5 5
Weighted average fair
value per option at
grant date................ $4.30 $4.85 $6.94 $4.39 $7.04 $8.00 $5.96
A summary of the activity in the option shares of AXA Financial and
AllianceBernstein's option plans follows, including information about
options outstanding and exercisable at December 31, 2005. In addition to
the activity presented below, approximately 3.5 million options to
purchase AXA ordinary shares were granted on March 29, 2005 under the
Stock Option Plan at an exercise price of 20.87 euros. These awards have
a contractual life of 10 years; none are exercisable at December 31,
2005.
AXA FINANCIAL ALLIANCEBERNSTEIN
----------------------------------- ---------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AXA ADRS EXERCISE UNITS EXERCISE
(IN MILLIONS) PRICE (IN MILLIONS) PRICE
------------------ ---------------- --------------- -----------------
Balance at January 1, 2003....... 35.3 $25.14 16.4 $34.92
Granted........................ 9.1 $12.60 .1 $35.01
Exercised...................... (1.7) $7.85 (1.2) $17.26
Forfeited...................... (1.8) $25.16 (1.5) $43.27
------------------ ---------------
Balance at December 31, 2003..... 40.9 $23.04 13.8 $35.55
Granted........................ 7.2 $20.66 .1 $33.00
Exercised...................... (2.5) $14.82 (2.5) $18.43
Forfeited...................... (1.6) $23.74 (1.8) $46.96
------------------ ---------------
Balance at December 31, 2004..... 44.0 $23.03 9.6 $37.82
Granted........................ 1.8 $26.77 - (1) $45.45
Exercised...................... (5.7) $15.58 (1.7) $24.13
Forfeited...................... (1.5) $29.22 (.4) $47.10
------------------ ---------------
Balance at December 31, 2005 38.6 $24.06 7.5 $40.45
================== ===============
(1) The 2005 AllianceBernstein grants totalled 17,604 Units.
F-54
Information about options outstanding and exercisable at December 31,
2005 follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------- -------------------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
PRICES (IN MILLIONS) LIFE (YEARS) PRICE (IN MILLIONS) PRICE
-------------------- ----------------- ---------------- --------------- ------------------ ----------------
AXA ADRs
--------------------
$ 6.33 - $ 8.97 .1 .61 $ 8.13 .1 $ 8.13
$10.13 - $15.12 7.4 6.45 $12.67 4.3 $12.79
$15.91 - $22.84 12.3 6.63 $19.62 8.0 $19.06
$25.96 - 32.86 14.5 3.57 $30.16 12.1 $30.64
$35.85 4.3 3.43 $35.85 4.3 $35.85
----------------- ------------------
$ 6.33 - $35.85 38.6 5.08 $24.06 28.8 $24.06
================= ==================
AllianceBernstein
Holding Units
--------------------
$12.56 - $18.47 .6 1.59 $16.28 .6 $16.28
$25.63 - $30.25 1.2 3.54 $28.61 1.2 $28.62
$32.52 - $48.50 2.8 5.96 $39.62 2.0 $41.85
$50.15 - $50.56 1.6 5.92 $50.25 1.3 $50.25
$51.10 - $58.50 1.3 4.95 $53.77 1.3 $53.77
----------------- ------------------
$12.56 - $58.50 7.5 5.02 $40.45 6.4 $40.79
================= ==================
The Company's ownership interest in AllianceBernstein will continue to
be reduced upon the exercise of unit options granted to certain
AllianceBernstein employees. Options are exercisable over periods of up
to ten years.
In 1997, AllianceBernstein Holding established a long-term incentive
compensation plan under which grants are made to key employees for terms
established by AllianceBernstein Holding at the time of grant. These
awards include options, restricted AllianceBernstein Holding units and
phantom restricted AllianceBernstein Holding units, performance awards,
other AllianceBernstein Holding unit based awards, or any combination
thereof. At December 31, 2005, approximately 10.9 million
AllianceBernstein Holding units of a maximum 41.0 million units were
subject to options granted and 0.2 million AllianceBernstein Holding
units were subject to awards made under this plan.
22) RELATED PARTY TRANSACTIONS
The Company reimburses AXA Financial for expenses relating to the Excess
Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical,
life insurance, and deferred compensation benefits. Such reimbursement
was based on the cost to AXA Financial of the benefits provided which
totaled $57.2 million and $55.0 million, respectively, for 2005 and
2004.
The Company paid $695.0 million and $658.8 million, respectively, of
commissions and fees to AXA Distribution and its subsidiaries for sales
of insurance products for 2005 and 2004. The Company charged AXA
Distribution's subsidiaries $324.4 million and $293.1 million,
respectively, for their applicable share of operating expenses for 2005
and 2004, pursuant to the Agreements for Services.
In September 2001, AXA Equitable loaned $400.0 million to AXA Insurance
Holding Co. Ltd., a Japanese subsidiary of AXA. This investment has an
interest rate of 5.89% and matures on June 15, 2007. All payments,
including interest payable semi-annually, are guaranteed by AXA.
Both AXA Equitable and AllianceBernstein, along with other AXA
affiliates, participate in certain intercompany cost sharing and service
agreements that include technology and professional development
arrangements. Payments by AXA Equitable and AllianceBernstein to AXA
under such agreements totaled approximately $32.8 million, $30.2 million
and $16.7 million in 2005, 2004 and 2003, respectively.
F-55
Payments by AXA and AXA affiliates to AXA Equitable under such
agreements totaled $30.4 million, $38.9 million and $32.5 million in
2005, 2004 and 2003, respectively.
In 2003, AXA Equitable entered into a reinsurance agreement with AXA
Financial Reinsurance Company (Bermuda), LTD ("AXA Bermuda"), an
indirect, wholly owned subsidiary of AXA Financial, to cede certain term
insurance policies written after December 2002. AXA Equitable ceded
$57.9 million, $28.6 million and $9.0 million of premiums and $26.3
million, $16.4 million and $2.8 million of reinsurance reserves to AXA
Bermuda in 2005, 2004 and 2003, respectively.
In 2004, as a result of AXA Financial's acquisition of MONY, the Company
restructured certain operations to reduce expenses and recorded pre-tax
provisions of $45.6 million related to severance and $33.0 million
related to the write-off of capitalized software. During 2005 and 2004,
total severance payments made to employees totaled $19.2 million and
$5.0 million, respectively.
In 2005, AXA Financial issued a note to AXA-Equitable in the amount of
$325.0 million with an interest rate of 6.00% and a maturity date of
December 1, 2035. Interest on this note is payable semi-annually.
Commissions, fees and other income includes certain revenues for
services provided to mutual funds managed by AllianceBernstein described
below:
2005 2004 2003
----------------- ----------------- ------------------
(IN MILLIONS)
Investment advisory and services fees.............. $ 729.3 $ 746.6 $ 748.2
Distribution revenues.............................. 397.8 447.3 436.0
Shareholder servicing fees......................... 99.3 116.0 126.4
Other revenues..................................... 8.0 8.8 11.4
Brokerage.......................................... 2.4 4.2 4.4
F-56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholder of
AXA Financial, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated March 17, 2006 appearing on page F-1 of this Annual Report on Form 10-K
also included an audit of the financial statement schedules listed in Item
15(a)(2) of this Form 10-K. In our opinion, based on our audits and the reports
of other auditors, these financial statement schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 17, 2006
F-57
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE I
SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 2005
ESTIMATED CARRYING
TYPE OF INVESTMENT COST (A) FAIR VALUE VALUE
- ------------------ ----------------- ---------------- ---------------
(IN MILLIONS)
Fixed maturities:
U.S. government, agencies and authorities.............. $ 1,448.7 $ 1,478.6 $ 1,478.6
State, municipalities and political subdivisions....... 193.4 212.2 212.2
Foreign governments.................................... 238.2 279.0 279.0
Public utilities....................................... 2,771.5 2,908.8 2,908.8
All other corporate bonds.............................. 22,837.6 23,456.0 23,456.0
Redeemable preferred stocks............................ 1,605.5 1,700.2 1,700.2
----------------- ---------------- ---------------
Total fixed maturities.................................... 29,094.9 30,034.8 30,034.8
----------------- ---------------- ---------------
Equity securities:
Common stocks:
Industrial, miscellaneous and all other................. 46.0 48.5 48.5
Mortgage loans on real estate............................. 3,233.9 3,329.0 3,233.9
Real estate............................................... 320.7 XXX 320.7
Real estate acquired in satisfaction of debt.............. 217.8 XXX 217.8
Real estate joint ventures................................ 119.7 XXX 119.7
Policy loans.............................................. 3,824.2 4,245.6 3,824.2
Other limited partnership interests and equity investments 1,073.6 1,073.6 1,073.6
Other invested assets..................................... 1,290.9 1,290.9 1,290.9
----------------- ---------------- ---------------
Total Investments......................................... $ 39,221.7 $ 40,022.4 $ 40,164.1
================= ================ ===============
(A) Cost for fixed maturities represents original cost, reduced by repayments
and writedowns and adjusted for amortization of premiums or accretion of
discount; for equity securities, cost represents original cost reduced by
writedowns; for other limited partnership interests, cost represents
original cost adjusted for equity in earnings and distributions.
F-58
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
BALANCE SHEETS (PARENT COMPANY)
DECEMBER 31, 2005 AND 2004
2005 2004
----------------- -----------------
(IN MILLIONS)
ASSETS
Investment:
Fixed maturities:
Available for sale, at estimated fair value (amortized
cost of $28,816.1 and $28,489.8, respectively)........................ $ 29,741.3 $ 30,409.7
Mortgage loans on real estate............................................. 3,233.9 3,131.9
Equity real estate........................................................ 658.1 643.1
Policy loans.............................................................. 3,605.0 3,604.8
Investments in and loans to affiliates.................................... 1,717.1 1,759.9
Other equity investments.................................................. 1,122.0 1,011.3
Other invested assets..................................................... 820.4 723.7
----------------- -----------------
Total investments..................................................... 40,897.8 41,284.4
Cash and cash equivalents................................................... 366.6 597.4
Deferred policy acquisition costs........................................... 7,523.1 6,776.9
Amounts due from reinsurers................................................. 1,554.7 1,535.2
Other assets................................................................ 2,400.0 2,239.2
Loans to affiliates......................................................... 400.0 400.0
Prepaid pension asset....................................................... 821.6 804.7
Separate Accounts assets.................................................... 69,997.0 61,559.4
----------------- -----------------
TOTAL ASSETS................................................................ $ 123,960.8 $ 115,197.2
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 26,787.9 $ 26,474.3
Future policy benefits and other policyholders liabilities.................. 13,878.6 13,973.8
Short-term and long-term debt............................................... 773.1 848.0
Income taxes payable........................................................ 2,087.5 2,051.5
Other liabilities........................................................... 994.8 1,065.7
Separate Accounts liabilities............................................... 69,997.0 61,559.4
----------------- -----------------
Total liabilities..................................................... 114,518.9 105,972.7
----------------- -----------------
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.............................................. 4,976.3 4,890.9
Retained earnings........................................................... 4,030.8 3,457.0
Accumulated other comprehensive income...................................... 432.3 874.1
----------------- -----------------
Total shareholder's equity............................................ 9,441.9 9,224.5
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 123,960.8 $ 115,197.2
================= =================
The financial information of AXA Equitable Life Insurance Company ("Parent
Company") should be read in conjunction with the Consolidated Financial
Statements and Notes thereto.
F-59
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
STATEMENTS OF EARNINGS (PARENT COMPANY)
YEARS ENDED DECEMBER 31, 2005, 2004, 2003
2005 2004 2003
----------------- ----------------- ---------------
(IN MILLIONS)
REVENUES
Universal life and investment-type product policy fee
income........................................................ $ 1,888.1 $ 1,594.1 $ 1,373.1
Premiums........................................................ 877.2 873.5 882.8
Net investment income........................................... 2,427.2 2,435.9 2,338.3
Investment gains (losses), net.................................. 14.1 62.8 (70.6)
Equity in earnings of subsidiaries ............................. 236.2 183.9 44.3
Commissions, fees and other income.............................. 501.1 427.7 163.2
----------------- ----------------- ----------------
Total revenues............................................ 5,943.9 5,577.9 4,731.1
----------------- ----------------- ----------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits......................................... 1,862.8 1,847.0 1,691.0
Interest credited to policyholders' account balances............ 1,044.5 1,017.2 946.6
Compensation and benefits....................................... 535.8 490.7 379.1
Commissions..................................................... 1,243.9 1,068.6 1,072.4
Interest expense................................................ 52.8 54.5 58.8
Amortization of deferred policy acquisition costs............... 596.7 466.7 424.9
Capitalization of deferred policy acquisition costs............. (1,198.9) (1,015.3) (990.0)
Rent expense.................................................... 45.2 71.0 67.9
Amortization and depreciation................................... 67.6 122.4 98.1
Premium taxes................................................... 35.3 34.6 35.7
Other operating costs and expenses.............................. 289.9 251.8 242.7
----------------- ----------------- ----------------
Total benefits and other deductions....................... 4,575.6 4,409.2 4,027.2
----------------- ----------------- ----------------
Earnings from continuing operations before
income taxes.................................................. 1,368.3 1,168.7 703.9
Income tax expense ............................................. (309.7) (274.9) (182.9)
----------------- ----------------- ----------------
Earnings from continuing operations............................. 1,058.6 893.8 521.0
Earnings from other discontinued operations,
net of income taxes.......................................... 15.2 7.9 3.4
Gain on sale of discontinued operations
net of income taxes.......................................... - 31.1 -
Cumulative effect of accounting changes,
net of income taxes.......................................... - (2.9) -
----------------- ----------------- ----------------
Net Earnings.................................................... $ 1,073.8 $ 929.9 $ 524.4
================= ================= ================
F-60
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE II
STATEMENTS OF CASH FLOWS (PARENT COMPANY)
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
2005 2004 2003
----------------- ----------------- ----------------
(IN MILLIONS)
Net earnings.................................................... $ 1,073.8 $ 929.9 $ 524.4
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Interest credited to policyholders' account balances.......... 1,044.5 1,017.2 946.6
Universal life and investment-type policy fee income.......... (1,888.1) (1,594.1) (1,373.1)
Investment (gains) losses net................................. 14.1 (62.8) 70.6
Equity in net earnings of subsidiaries........................ (236.2) (183.9) (44.3)
Dividends from subsidiaries................................... 232.1 32.9 181.8
Change in deferred policy acquisition costs................... (602.2) (548.6) (565.1)
Change in future policy benefits and other policyholder
funds...................................................... 75.7 55.6 (98.7)
Change in prepaid pension asset............................... (16.9) 33.6 26.8
Change in fair value of guaranteed minimum income
benefit reinsurance contract............................... (42.6) (61.0) 91.0
Change in property and equipment.............................. 59.4 (27.3) (23.9)
Change in income tax payable.................................. 266.6 271.9 193.0
Amortization and depreciation................................. 67.6 122.4 98.1
Other, net.................................................... (43.5) (133.6) 187.2
----------------- ----------------- -----------------
Net cash provided (used) by operating activities................ 4.3 (147.8) 214.4
----------------- ----------------- -----------------
Cash flows from investing activities:
Maturities and repayments..................................... 2,868.5 3,313.6 4,180.6
Sales......................................................... 2,450.9 3,025.5 4,778.7
Purchases..................................................... (5,827.2) (7,002.1) (11,403.4)
Net change in loans to discontinued operations................ (15.2) (3.6) 2.5
Change in short-term investments.............................. 13.8 (34.4) 357.0
Change in policy loans........................................ (0.2) 65.8 135.6
Other, net.................................................... (213.1) 45.2 (61.7)
----------------- ----------------- -----------------
Net cash used by investing activities........................... (722.5) (590.0) (2,010.7)
----------------- ----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits.................................................... 3,821.9 4,079.8 5,689.6
Withdrawals and transfers to Separate Accounts.............. (2,757.6) (2,690.8) (3,141.6)
Shareholder dividends paid.................................... (500.0) (500.0) (400.0)
Repayment of long-term debt................................... (400.0) - -
Increase in loans From affiliates............................. 325.0 - -
----------------- ----------------- -----------------
Other, net.................................................... (1.9) 43.8 35.4
----------------- ----------------- -----------------
Net cash provided by financing activities....................... 487.4 932.8 2,183.4
----------------- ----------------- -----------------
Change in cash and cash equivalents............................. (230.8) 195.0 387.1
Cash and cash equivalents, beginning of year.................... 597.4 402.4 15.3
----------------- ----------------- -----------------
Cash and Cash Equivalents, End of Year.......................... $ 366.6 $ 597.4 $ 402.4
================= ================= =================
Supplemental cash flow information:
Interest Paid................................................. $ 43.2 $ 43.2 $ 43.2
================= ================= =================
Income Taxes Paid (Refunded).................................. $ 90.0 $ 110.6 $ (58.8)
================= ================= =================
F-61
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
AT AND FOR THE YEAR ENDED DECEMBER 31, 2005
FUTURE POLICY POLICY
DEFERRED BENEFITS CHARGES (1)
POLICY POLICYHOLDERS' AND OTHER AND NET
ACQUISITION ACCOUNT POLICYHOLDERS' PREMIUM INVESTMENT
SEGMENT COSTS BALANCES FUNDS REVENUE INCOME
- -------------------------- --------------- ------------------ ----------------- ------------- ---------------
(IN MILLIONS)
Insurance.............. $ 7,557.3 $ 27,194.0 $ 13,997.8 $ 2,771.0 $ 2,426.1
Investment
Services............. - - - - 49.1
Consolidation/
elimination.......... - - - - 17.6
--------------- ------------------ ----------------- ------------- ---------------
Total.................. $ 7,557.3 $ 27,194.0 $ 13,997.8 $ 2,771.0 $ 2,492.8
=============== ================== ================= ============= ===============
AMORTIZATION
POLICYHOLDERS' OF DEFERRED (2)
BENEFITS AND POLICY OTHER
INTEREST ACQUISITION OPERATING
SEGMENT CREDITED COSTS EXPENSE
- -------------------------- ----------------- ------------------ ---------------
(IN MILLIONS)
Insurance.............. $ 2,925.3 $ 601.3 $ 1,123.8
Investment
Services............. - - 2,340.8
Consolidation/
elimination.......... - - (84.7)
----------------- ------------------ ---------------
Total.................. $ 2,925.3 $ 601.3 $ 3,379.9
================= ================== ===============
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-62
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
AT AND FOR THE YEAR ENDED DECEMBER 31, 2004
Future Policy Policy
Deferred Benefits Charges (1)
Policy Policyholders' and Other and Net
Acquisition Account Policyholders' Premium Investment
Segment Costs Balances Funds Revenue Income
- -------------------------- --------------- ------------------ ----------------- ------------- ----------------
(In Millions)
Insurance.............. $ 6,813.9 $ 26,875.1 $ 14,099.6 $ 2,475.0 $ 2,437.2
Investment
Services............. - - - - 37.7
Consolidation/
elimination.......... - - - - 26.5
--------------- ------------------ ----------------- ------------- ----------------
Total.................. $ 6,813.9 $ 26,875.1 $ 14,099.6 $ 2,475.0 $ 2,501.4
=============== ================== ================= ============= ================
Amortization
Policyholders' of Deferred (2)
Benefits and Policy Other
Interest Acquisition Operating
Segment Credited Costs Expense
- -------------------------- ----------------- ------------------ ---------------
(In Millions)
Insurance.............. $ 2,905.2 $ 472.9 $ 1,123.3
Investment
Services............. - - 2,331.2
Consolidation/
elimination.......... - - (81.9)
----------------- ------------------ ---------------
Total.................. $ 2,905.2 $ 472.9 $ 3,372.6
================= ================== ===============
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-63
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2003
Policy
Charges (1) Policyholders'
and Net Benefits and
Premium Investment Interest
Segment Revenue Income Credited
- --------------------------------------------------------------- --------------- ----------------- ----------------------
(In Millions)
Insurance................................................... $ 2,266.1 $ 2,340.8 $ 2,677.9
Investment
Services.................................................. - 16.9 -
Consolidation/
Elimination............................................... - 29.2 -
--------------- ----------------- ----------------------
Total....................................................... $ 2,266.1 $ 2,386.9 $ 2,677.9
=============== ================= ======================
Amortization
of Deferred (2)
Policy Other
Acquisition Operating
Segment Costs Expense
- --------------------------------------------------------------- -------------------- --------------------
(In Millions)
Insurance................................................... $ 434.6 $ 990.3
Investment
Services.................................................. - 2,419.9
Consolidation/
Elimination............................................... - (70.4)
-------------------- --------------------
Total....................................................... $ 434.6 $ 3,339.8
==================== ====================
(1) Net investment income is based upon specific identification of portfolios
within segments.
(2) Operating expenses are principally incurred directly by a segment.
F-64
AXA EQUITABLE LIFE INSURANCE COMPANY
SCHEDULE IV
REINSURANCE (A)
AT AND FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
----------------- ---------------- ----------------- --------------- ---------------
(DOLLARS IN MILLIONS)
2005
- ----
Life Insurance In-Force...... $ 280,180.3 $ 100,893.7 $ 41,273.9 $ 220,560.5 18.71%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 767.3 $ 101.1 $ 151.4 $ 817.6 18.52%
Accident and health.......... 133.7 88.3 18.7 64.1 29.17%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 901.0 $ 189.4 $ 170.1 $ 881.7 19.29%
================= ================ ================= ===============
2004
- ----
Life Insurance In-Force...... $ 270,858.1 $ 93,682.5 $ 42,322.6 $ 219,498.2 19.28%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 691.9 $ 44.0 $ 165.8 $ 813.7 20.38%
Accident and health.......... 137.0 96.5 25.4 65.9 38.54%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 828.9 $ 140.5 $ 191.2 $ 879.6 21.74%
================= ================ ================= ===============
2003
- ----
Life Insurance In-Force...... $ 266,115.8 $ 90,031.1 $ 41,078.1 $ 217,162.8 18.92%
================= ================ ================= ===============
Premiums:
Life insurance and
annuities.................. $ 769.0 $ 70.2 $ 140.9 $ 839.7 16.78%
Accident and health.......... 144.8 98.2 12.1 58.7 20.61%
----------------- ---------------- ----------------- ---------------
Total Premiums............... $ 913.8 $ 168.4 $ 153.0 $ 898.4 17.03%
================= ================ ================= ===============
(A) Includes amounts related to the discontinued group life and health business.
F-65
PART II, ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
9-1
PART II, ITEM 9A.
CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Office and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of December 31, 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. There has been no change in the Company's internal
control over financial reporting that 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.
9A-1
PART II, ITEM 9B.
OTHER INFORMATION
None.
9B-1
PART III, ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction I to Form 10-K.
10-1
PART III, ITEM 11.
EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction I to Form 10-K.
11-1
PART III, ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Omitted pursuant to General Instruction I to Form 10-K.
12-1
PART III, ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction I to Form 10-K.
13-1
PART III, ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for professional audit services rendered by
PricewaterhouseCoopers LLP ("PwC") for the audit of AXA Equitable's annual
financial statements for 2005 and 2004, and fees for other services rendered by
PwC:
2005 2004
---------------- -----------------
(IN THOUSANDS)
Principal Accounting Fees and Services:
Audit fees.......................................................... $ 8,851 $ 9,640
Audit related fees.................................................. 1,234 2,092
Tax fees............................................................ 993 1,971
All other fees...................................................... 52 65
---------------- -----------------
Total................................................................. $ 11,130 $ 13,768
================ =================
Audit fees for AXA Financial and AXA Equitable are paid pursuant to a single
engagement letter with PwC.
Audit related fees in both years principally consist of fees for Sarbanes-Oxley
Section 404 implementation and internal control reviews.
Tax fees consist of fees for tax preparation and tax consultation services.
All other fees consist of fees for miscellaneous non-audit services.
AXA Equitable's audit committee has determined that all services to be provided
by PwC must be reviewed and approved by the audit committee on a case-by-case
basis; provided, however, that the audit committee has delegated to its
chairperson the ability to pre-approve any non-audit engagement where the fees
are expected to be less than or equal to $100,000 per engagement. Any exercise
of this delegated authority by the audit committee chairperson is required to be
reported at the next audit committee meeting.
14-1
PART IV, ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) The following documents are filed as part of this report:
1. Financial Statements
The financial statements are listed in the Index to Consolidated
Financial Statements and Schedules on page FS-1.
2. Consolidated Financial Statement Schedules
The consolidated financial statement schedules are listed in the Index
to Consolidated Financial Statements and Schedules on page FS-1.
3. Exhibits
The exhibits are listed in the Index to Exhibits that begins on page
E-1.
15-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, AXA Equitable Life Insurance Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 17, 2006 AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Christopher M. Condron
-------------------------------------
Name: Christopher M. Condron
Chairman of the Board, President and
Chief Executive Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Christopher M. Condron Chairman of the Board, President and Chief March 17, 2006
- -------------------------------------------- Executive Officer, Director
Christopher M. Condron
/s/ Stanley B. Tulin Vice Chairman of the Board and March 17, 2006
- -------------------------------------------- Chief Financial Officer, Director
Stanley B. Tulin
/s/ Richard S. Dziadzio Executive Vice President and March 17, 2006
- -------------------------------------------- Deputy Chief Financial Officer
Richard S. Dziadzio
/s/ Alvin H. Fenichel Senior Vice President and Controller March 17, 2006
- --------------------------------------------
Alvin H. Fenichel
/s/ Henri de Castries Director March 17, 2006
- --------------------------------------------
Henri de Castries
/s/ Bruce W. Calvert Director March 17, 2006
- --------------------------------------------
Bruce W. Calvert
/s/ Denis Duverne Director March 17, 2006
- --------------------------------------------
Denis Duverne
/s/ Mary R. Henderson Director March 17, 2006
- --------------------------------------------
Mary R. Henderson
/s/ James F. Higgins Director March 17, 2006
- --------------------------------------------
James F. Higgins
/s/ W. Edwin Jarmain Director March 17, 2006
- --------------------------------------------
W. Edwin Jarmain
/s/ Christina Johnson Director March 17, 2006
- --------------------------------------------
Christina Johnson
/s/ Scott D. Miller Director March 17, 2006
- --------------------------------------------
Scott D. Miller
/s/ Joseph H. Moglia Director March 17, 2006
- --------------------------------------------
Joseph H. Moglia
/s/ Peter J. Tobin Director March 17, 2006
- --------------------------------------------
Peter J. Tobin
INDEX TO EXHIBITS
Tag
Number Description Method of Filing Value
- ---------- ----------------------------------------- --------------------------------------------- ----------
2.1 Stock Purchase Agreement dated as of Filed as Exhibit 2.1 to AXA Financial's
August 30, 2000 among CSG, AXA, Current Report on Form 8-K dated
Equitable Life, AXA Participations November 14, 2000 and incorporated herein
Belgium and AXA Financial by reference
2.2 Letter Agreement dated as of October 6, Filed as Exhibit 2.2 to AXA Financial's
2000 to the Stock Purchase Agreement Current Report on Form 8-K dated November
among CSG, AXA, Equitable Life, AXA 14, 2000 and incorporated herein by
Participations Belgium and AXA Financial reference
3.1 Restated Charter of Equitable Life, as Filed as Exhibit 3.1(a) to registrant's
amended January 1, 1997 Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated
herein by reference
3.2 Restated Charter of AXA Equitable, as Filed as Exhibit 3.2 to registrant's Annual
amended December 6, 2004 Report on Form 10-K for the year ended
December 31, 2004 and incorporated herein
by reference.
3.3 Restated By-laws of Equitable Life, as Filed as Exhibit 3.2(a) to registrant's
amended November 21, 1996 Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated
herein by reference
10.1 Cooperation Agreement, dated as of July Filed as Exhibit 10(d) to AXA Financial's
18, 1991, as amended among Equitable Form S-1 Registration Statement (No.
Life, AXA Financial and AXA 33-48115), dated May 26, 1992 and
incorporated herein by reference
10.2 Letter Agreement, dated May 12, 1992, Filed as Exhibit 10(e) to AXA Financial's
among AXA Financial, Equitable Life and Form S-1 Registration Statement (No.
AXA 33-48115), dated May 26, 1992 and
incorporated herein by reference
10.3 Amended and Restated Reinsurance Filed as Exhibit 10(o) to AXA Financial's
Agreement, dated as of March 29, 1990, Form S-1 Registration Statement (No.
between Equitable Life and First 33-48115), dated May 26, 1992 and
Equicor Life Insurance Company incorporated herein by reference
10.4 Fiscal Agency Agreement between Filed as Exhibit 10.5 to registrant's
Equitable Life and The Chase Manhattan Annual Report on Form 10-K for the year
Bank, N.A. ended December 31, 1995 and incorporated
herein by reference
10.5(a) Lease, dated as of July 20, 1995, Filed as Exhibit 10.26(a) to AXA
between 1290 Associates, L.L.C. and Financial's Annual Report on Form 10-K for
Equitable Life the year ended December 31, 1996 and
incorporated herein by reference
10.5(b) First Amendment of Lease Agreement, Filed as Exhibit 10.26(b) to AXA
dated as of December 28, 1995, between Financial's Annual Report on Form 10-K for
1290 Associates, L.L.C. and Equitable the year ended December 31, 1996 and
Life incorporated herein by reference
Tag
Number Description Method of Filing Value
- ---------- ----------------------------------------- --------------------------------------------- ----------
10.5(c) Amended and Restated Company Lease Filed as Exhibit 10.26(c) to AXA
Agreement (Facility Realty), made as of Financial's Annual Report on Form 10-K for
May 1, 1996, by and between Equitable the year ended December 31, 1996 and
Life and the IDA incorporated herein by reference
10.5(d) Amended and Restated Company Lease Filed as Exhibit 10.26(d) to AXA
Agreement (Project Property), made and Financial's Annual Report on Form 10-K for
entered into as of May 1, 1996, by and the year ended December 31, 1996 and
between the IDA, Equitable Life and incorporated herein by reference
EVLICO
10.6 Distribution and Servicing Agreement Filed as Exhibit 10.7 to the registrant's
between AXA Advisors (as successor to Annual Report on Form 10-K for the year
Equico Securities, Inc.) and Equitable ended December 31, 1999 and incorporated
Life dated as of May 1, 1994 herein by reference
10.7 Agreement for Cooperative and Joint Use Filed as Exhibit 10.8 to the registrant's
of Personnel, Property and Services Annual Report on Form 10-K for the year
between Equitable Life and AXA Advisors ended December 31, 1999 and incorporated
dated as of September 21, 1999 herein by reference
10.8 General Agent Sales Agreement between Filed as Exhibit 10.9 to the registrant's
Equitable Life and AXA Network dated as Annual Report on Form 10-K for the year
of January 1, 2000 ended December 31, 1999 and incorporated
herein by reference
10.9 Agreement for Services by Equitable Filed as Exhibit 10.10 to the registrant's
Life to AXA Network dated as of January Annual Report on Form 10-K for the year
1, 2000 ended December 31, 1999 and incorporated
herein by reference
13.1 AllianceBernstein Risk Factors Filed herewith
21 Subsidiaries of the registrant Omitted pursuant to General Instruction I
of Form 10-K
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