UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2006
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File No. 0-25280
AXA EQUITABLE LIFE INSURANCE COMPANY
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(Exact name of registrant as specified in its charter)
New York 13-5570651
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas, New York, New York 10104
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(Address of principal executive offices) (Zip Code)
(212) 554-1234
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Registrant's telephone number, including area code
Not applicable
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(Former name, former address, and former fiscal year if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is 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 Exchange Act).
Yes [ ] No [X]
As of November 10, 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 H(1)(a) and (b)
of Form 10-Q and is therefore filing this form with the Reduced Disclosure
Format.
Page 1 of 33
AXA EQUITABLE LIFE INSURANCE COMPANY
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2006
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
o Consolidated Balance Sheets, September 30, 2006
and December 31, 2005............................. 4
o Consolidated Statements of Earnings, Three Months
and Nine Months Ended September 30, 2006 and
2005.............................................. 5
o Consolidated Statements of Shareholder's Equity,
Nine Months Ended September 30, 2006 and 2005..... 6
o Consolidated Statements of Cash Flows, Nine Months
Ended September 30, 2006 and 2005................. 7
o Notes to Consolidated Financial Statements........... 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations ("Management
Narrative")............................................... 26
Item 3: Quantitative and Qualitative Disclosures About Market
Risk*..................................................... 31
Item 4: Controls and Procedures................................... 31
PART II OTHER INFORMATION
Item 1: Legal Proceedings......................................... 32
Item 1A: Risk Factors.............................................. 32
Item 2: Unregistered Sales of Equity Securities and Use of
Proceeds.................................................. 32
Item 3: Defaults Upon Senior Securities........................... 32
Item 4: Submission of Matters to a Vote of Security Holders....... 32
Item 5: Other Information......................................... 32
Item 6: Exhibits.................................................. 32
SIGNATURES................................................................ 33
*Omitted pursuant to General Instruction H to Form 10-Q.
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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 and the impact of new accounting pronouncements, 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" in Part I, Item 1A of AXA
Equitable Life Insurance Company's Annual Report on Form 10-K for the year ended
December 31, 2005 and elsewhere in this report.
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PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS.
AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, December 31,
2006 2005
----------------- -----------------
(IN MILLIONS)
ASSETS
Investments:
Fixed maturities available for sale, at estimated fair value.............. $ 29,489.3 $ 30,034.8
Mortgage loans on real estate............................................. 3,208.9 3,233.9
Equity real estate, held for the production of income..................... 560.8 616.2
Policy loans.............................................................. 3,895.1 3,824.2
Other equity investments.................................................. 1,829.6 1,404.8
Other invested assets..................................................... 1,011.1 1,008.2
----------------- -----------------
Total investments..................................................... 39,994.8 40,122.1
Cash and cash equivalents................................................... 1,138.5 1,112.1
Cash and securities segregated, at estimated fair value..................... 1,378.8 1,720.8
Broker-dealer related receivables........................................... 3,487.8 2,929.1
Deferred policy acquisition costs........................................... 8,061.2 7,557.3
Goodwill and other intangible assets, net................................... 3,772.3 3,758.8
Amounts due from reinsurers................................................. 2,648.3 2,604.4
Loans to affiliates......................................................... 400.0 400.0
Other assets................................................................ 3,777.2 3,787.6
Separate Accounts' assets................................................... 78,213.6 69,997.0
----------------- -----------------
TOTAL ASSETS................................................................ $ 142,872.5 $ 133,989.2
================= =================
LIABILITIES
Policyholders' account balances............................................. $ 26,890.7 $ 27,194.0
Future policy benefits and other policyholders liabilities.................. 14,009.7 13,997.8
Broker-dealer related payables.............................................. 1,226.5 1,226.9
Customers related payables.................................................. 3,133.8 2,924.3
Amounts due to reinsurers................................................... 1,078.5 1,028.3
Short-term and long-term debt............................................... 630.2 855.4
Loans from affiliates ...................................................... 325.0 325.0
Income taxes payable........................................................ 2,898.2 2,821.6
Other liabilities........................................................... 2,082.0 1,809.0
Separate Accounts' liabilities.............................................. 78,213.6 69,997.0
Minority interest in equity of consolidated subsidiaries.................... 2,163.9 2,096.4
Minority interest subject to redemption rights.............................. 275.0 271.6
----------------- -----------------
Total liabilities..................................................... 132,927.1 124,547.3
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Commitments and contingent liabilities (Note 10)
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.............................................. 5,069.5 4,976.3
Retained earnings........................................................... 4,588.6 4,030.8
Accumulated other comprehensive income...................................... 284.8 432.3
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Total shareholder's equity............................................ 9,945.4 9,441.9
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TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 142,872.5 $ 133,989.2
================= =================
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ----------------------------
2006 2005 2006 2005
----------------- -------------- ------------- -------------
(IN MILLIONS)
REVENUES
Universal life and investment-type
product policy fee income.......................... $ 573.7 $ 482.1 $ 1,646.9 $ 1,378.4
Premiums............................................. 197.8 232.5 604.3 667.5
Net investment income................................ 588.0 577.5 1,846.7 1,865.4
Investment (losses) gains, net....................... (7.8) 6.6 37.3 55.3
Commissions, fees and other income................... 1,067.3 852.3 3,146.4 2,620.7
----------------- -------------- ------------- -------------
Total revenues................................. 2,419.0 2,151.0 7,281.6 6,587.3
----------------- -------------- ------------- -------------
BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits.............................. 500.9 411.6 1,445.8 1,368.0
Interest credited to policyholders'
account balances................................... 285.8 279.6 801.6 815.4
Compensation and benefits............................ 542.6 492.7 1,507.7 1,345.2
Commissions.......................................... 336.4 275.4 1,027.0 816.6
Distribution plan payments........................... 71.5 62.2 215.3 224.9
Amortization of deferred sales commissions........... 21.7 32.1 71.7 103.1
Interest expense..................................... 18.0 19.2 54.3 58.1
Amortization of deferred policy acquisition costs.... 213.1 99.2 561.1 401.2
Capitalization of deferred policy acquisition costs.. (338.3) (317.8) (991.2) (873.1)
Rent expense......................................... 53.4 39.9 149.4 119.9
Amortization of other intangible assets.............. 10.0 5.8 21.8 17.7
Other operating costs and expenses................... 290.1 232.8 876.2 664.3
----------------- -------------- ------------- -------------
Total benefits and other deductions............ 2,005.2 1,632.7 5,740.7 5,061.3
----------------- -------------- ------------- -------------
Earnings from continuing operations before
income taxes and minority interest................. 413.8 518.3 1,540.9 1,526.0
Income tax benefit (expense)......................... 2.5 (122.1) (308.6) (390.3)
Minority interest in net income of
consolidated subsidiaries.......................... (136.6) (114.9) (399.8) (311.1)
----------------- -------------- ------------- -------------
Earnings from continuing operations.................. 279.7 281.3 832.5 824.6
Earnings from discontinued operations,
net of income taxes............................... 28.7 15.4 25.3 15.7
----------------- -------------- ------------- -------------
Net Earnings......................................... $ 308.4 $ 296.7 $ 857.8 $ 840.3
================= ============== ============= =============
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
2006 2005
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(IN MILLIONS)
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period............. $ 2.5 $ 2.5
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Capital in excess of par value, beginning of year........................... 4,976.3 4,890.9
Increase in additional paid in capital in excess of par value............... 93.2 45.5
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Capital in excess of par value, end of period............................... 5,069.5 4,936.4
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Retained earnings, beginning of year........................................ 4,030.8 3,457.0
Net earnings................................................................ 857.8 840.3
Shareholder dividends paid.................................................. (300.0) (250.0)
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Retained earnings, end of period............................................ 4,588.6 4,047.3
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Accumulated other comprehensive income, beginning of year................... 432.3 874.1
Other comprehensive loss.................................................... (147.5) (316.6)
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Accumulated other comprehensive income, end of period....................... 284.8 557.5
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TOTAL SHAREHOLDER'S EQUITY, END OF PERIOD................................... $ 9,945.4 $ 9,543.7
================= =================
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
2006 2005
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(IN MILLIONS)
Net earnings................................................................ $ 857.8 $ 840.3
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Interest credited to policyholders' account balances.................... 801.6 815.4
Universal life and investment-type product policy fee income............ (1,646.9) (1,378.4)
Net change in broker-dealer and customer related receivables/payables... (399.4) (633.8)
Investment gains, net................................................... (37.3) (55.3)
Change in segregated cash and securities, net........................... 342.0 43.4
Change in deferred policy acquisition costs............................. (430.1) (471.9)
Change in future policy benefits........................................ 18.3 41.5
Change in income tax payable............................................ 178.7 248.1
Minority interest in net income of consolidated subsidiaries............ 399.8 311.1
Change in fair value of guaranteed minimum income
benefit reinsurance contracts........................................ (38.3) (45.2)
Amortization of deferred sales commissions.............................. 71.7 103.1
Amortization of other intangible assets................................. 21.8 17.7
Change in accounts payable and accrued expenses......................... 522.7 374.3
Other, net.............................................................. 62.7 (2.1)
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Net cash provided by operating activities................................... 725.1 208.2
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Cash flows from investing activities:
Maturities and repayments of fixed maturities and mortgage loans.......... 2,282.4 2,347.9
Sales of investments...................................................... 1,445.6 1,774.1
Purchases of investments.................................................. (3,924.2) (4,316.3)
Change in short-term investments.......................................... 69.0 (305.5)
Other, net................................................................ (277.9) (101.9)
----------------- -----------------
Net cash used in investing activities....................................... (405.1) (601.7)
----------------- -----------------
Cash flows from financing activities:
Policyholders' account balances:
Deposits................................................................ 2,958.6 2,853.7
Withdrawals and transfers to Separate Accounts.......................... (2,497.8) (1,988.6)
Repayment of long-term debt .............................................. (400.0) -
Net increase in short-term financings..................................... 178.7 10.4
Shareholder dividends paid................................................ (300.0) (250.0)
Other, net................................................................ (233.1) (297.5)
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Net cash (used in) provided by financing activities......................... (293.6) 328.0
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Change in cash and cash equivalents......................................... 26.4 (65.5)
Cash and cash equivalents, beginning of year................................ 1,112.1 1,680.8
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Cash and Cash Equivalents, End of Period.................................... $ 1,138.5 $ 1,615.3
================= =================
Supplemental cash flow information
Interest Paid............................................................. $ 46.2 $ 50.4
================= =================
Income Taxes Paid......................................................... $ 136.6 $ 121.1
================= =================
See Notes to Consolidated Financial Statements.
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AXA EQUITABLE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1) BASIS OF PRESENTATION
The preparation of the accompanying unaudited consolidated financial
statements in conformity with GAAP requires management to make estimates
and assumptions (including normal, recurring accruals) that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The accompanying
unaudited interim consolidated financial statements reflect in the opinion
of management all adjustments necessary to state fairly the consolidated
financial position of AXA Equitable and its consolidated results of
operations and cash flows for the periods presented. All significant
intercompany transactions and balances have been eliminated in
consolidation. These statements should be read in conjunction with the
audited consolidated financial statements of AXA Equitable for the year
ended December 31, 2005. The results of operations for the nine months
ended September 30, 2006 are not necessarily indicative of the results to
be expected for the full year.
The terms "third quarter 2006" and "third quarter 2005" refer to the three
months ended September 30, 2006 and 2005, respectively. The terms "first
nine months of 2006" and "first nine months of 2005" refer to the nine
months ended September 30, 2006 and 2005, respectively.
Certain reclassifications have been made in the amounts presented for
prior periods to conform these periods to the current presentation.
2) ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS
On January 1, 2006, the Company adopted SFAS No. 123(R). To effect its
adoption, the Company elected the "modified prospective method" of
transition. Under this method, prior-period results were not restated.
Prior to the adoption of SFAS 123(R), the Company had elected to continue
to account for stock-based compensation in accordance with APB No. 25,
and, as a result, the recognition of stock-based compensation expense
generally was limited to amounts attributed to awards of restricted shares
and various cash-settled programs such as stock appreciation rights. SFAS
No. 123(R) requires the cost of all share-based payments to employees to
be recognized in the financial statements based on their fair values,
resulting in compensation expense for certain types of the Company's
equity-classified award programs for which no cost previously would have
been charged to net earnings under APB No. 25, most notably for employee
options to purchase AXA American Depository Receipts ("ADRs") and AXA
ordinary shares and for employee stock purchase plans. As a result of
adopting SFAS No. 123(R) on January 1, 2006, consolidated earnings from
continuing operations before income taxes and minority interest and
consolidated net earnings for third quarter 2006 were $6.3 million and
$4.1 million lower, respectively, and consolidated earnings from
continuing operations before income taxes and minority interest and
consolidated net earnings for first nine months of 2006 were $18.3 million
and $12.0 million lower, respectively, than if these plans had continued
to be accounted for under APB No. 25.
Under the modified prospective method, AXA Equitable applied the
measurement, recognition, and attribution requirements of SFAS No. 123(R)
to stock-based compensation awards granted, modified, repurchased or
cancelled on or after January 1, 2006. In addition, beginning in first
quarter 2006, costs associated with unvested portions of outstanding
employee stock option awards at January 1, 2006 that prior to adoption of
SFAS 123(R) would have been reflected by the Company only in pro forma
disclosures, were recognized in the consolidated statement of earnings
over the awards' remaining future service-vesting periods.
Liability-classified awards outstanding at January 1, 2006, such as
performance units and stock appreciation rights, were remeasured to fair
value. The remeasurement resulted in no adjustment to their intrinsic
value basis, including the cumulative effect of differences between actual
and expected forfeitures, primarily due to the de minimis time remaining
to expected settlement of these awards.
Effective with its adoption of SFAS No. 123(R), AXA Financial Group
elected the "short-cut" transition alternative provided by FSP No.
123(R)-3 for approximating the historical pool of windfall tax benefits
available in shareholder's equity at January 1, 2006. This historical pool
represents the cumulative tax benefits of tax deductions for employee
share-based payments in excess of compensation costs recognized under
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GAAP, either in the financial statements or in the pro forma disclosures.
In the event that a shortfall of tax benefits occurs during a reporting
period (i.e. tax deductions are less than the related cumulative
compensation expense), the historical pool will be reduced by the amount
of the shortfall. If the shortfall exceeds the amount of the historical
pool, there will be a negative impact on the results of operations. In
third quarter and first nine months of 2006, additional windfall tax
benefits resulted from employee exercises of stock option awards.
New Accounting Pronouncements
-----------------------------
On September 29, 2006, the FASB issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans",
requiring sponsors to recognize the funded status of these benefit plans
as an asset or liability in the balance sheet and to recognize changes in
that funded status as a component of other comprehensive income. These
requirements represent a significant change to previous accounting
guidance that generally delayed recognition, in the balance sheet, of
certain changes in plan assets and benefit obligations and only required
disclosure, in the notes to the financial statements, of the complete
funded status of the plans. SFAS No. 158 does not change the determination
of net periodic benefit cost or its presentation in the statement of
earnings and, similarly, requires continued application of existing
guidance in measuring plan assets and benefit obligations, except to
impose a measurement date coincident with the employer's fiscal year-end
reporting. The Company will be required to initially recognize the funded
status of its defined benefit pension and other postretirement plans as of
the end of the calendar year 2006 and to reflect the impact as an
adjustment of the ending balance of accumulated comprehensive income. SFAS
No. 158 does not permit retrospective application but addresses the
resulting comparability issue by instead requiring disclosure, in the
notes to the financial statements in the year of adoption, of the
incremental effect on individual line items in the year-end statement of
financial position. Based on preliminary analysis of the funded status of
defined benefit pension plans and amounts reported in the balance sheet at
December 31, 2005, management estimates that adoption of SFAS No. 158 will
reduce total assets by approximately $868 million, principally due to the
elimination of prepaid pension cost, and increase total benefit
liabilities by approximately $62 million. The aggregate impact of these
amounts, totaling approximately $930 million, would reduce consolidated
shareholders' equity by approximately $602 million, net of tax and
minority interest, and be reflected as a charge to accumulated other
comprehensive income. Management is continuing to assess the impact of
adoption as actual amounts to be recognized at December 31, 2006 will
reflect the funded status of the plans as of that date.
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". SFAS No. 157 establishes a single authoritative definition
of fair value, sets out a framework for measuring fair value, and requires
additional disclosures about fair value measurements. It applies only to
fair value measurements that are already required or permitted by other
accounting standards, except for measurements of share-based payments and
measurements that are similar to, but not intended to be, fair value. SFAS
No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, with earlier application encouraged.
Management is currently assessing the potential impacts of adoption of
SFAS No. 157.
On July 13, 2006, the FASB issued FIN 48, "Accounting for Uncertainty in
Income Taxes," to clarify the criteria used to recognize and measure the
economic benefits associated with tax positions taken or expected to be
taken in a tax return. Under FIN 48, a tax benefit is recognized only if
it is "more likely than not" to be sustained assuming examination by the
taxing authority, based on the technical merits of the position. Tax
positions meeting the recognition criteria are required to be measured at
the largest amount of tax benefit that is more than 50 percent likely of
being realized upon ultimate settlement and, accordingly, requires
consideration of the amounts and probabilities of potential settlement
outcomes. FIN 48 also addresses subsequent derecognition of tax positions,
changes in the measurement of recognized tax positions, accrual and
classification of interest and penalties, and accounting in interim
periods. FIN 48 is effective for fiscal years beginning after December 15,
2006, thereby requiring application of its provisions, including the
threshold criteria for recognition, to all tax positions of AXA Equitable
as at January 1, 2007. The cumulative effect of applying FIN 48, if any,
is to be reported as an adjustment to the opening balance of retained
earnings. In addition, annual disclosures with respect to income taxes
have been expanded by FIN 48 and require inclusion of a tabular
reconciliation of the total amounts of unrecognized tax benefits at the
beginning and end of the reporting period. Management is currently
assessing the potential impacts of adoption of FIN 48.
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3) INVESTMENTS
For the third quarter and first nine months of 2006 and of 2005,
investment income is shown net of investment expenses of $82.8 million,
$243.5 million, $42.8 million and $158.5 million, respectively.
As of September 30, 2006 and December 31, 2005, respectively, fixed
maturities classified as available for sale had amortized costs of
$28,945.8 million and $29,094.9 million. Also at September 30, 2006 and
December 31, 2005, respectively, Other equity investments included the
General Account's investments in Separate Accounts and other trading
securities having carrying values of $676.3 million and $402.7 million and
costs of $654.9 million and $386.5 million and other equity securities
with carrying values of $92.5 million and $47.4 million and costs of $89.9
million and $45.7 million.
In the third quarter and first nine months of 2006 and of 2005,
respectively, net unrealized and realized holding gains on trading account
equity securities of $21.4 million, $34.3 million, $3.8 million and $3.5
million were included in net investment income in the consolidated
statements of earnings.
For the first nine months of 2006 and 2005, proceeds received on sales of
fixed maturities classified as available for sale amounted to $1,226.8
million and $1,646.3 million, respectively. Gross gains of $32.9 million
and $35.6 million and gross losses of $24.3 million and $13.7 million were
realized on these sales for the first nine months of 2006 and 2005,
respectively. Unrealized net investment gains related to fixed maturities
classified as available for sale decreased by $396.4 million during the
first nine months of 2006, resulting in a net unrealized gain balance of
$543.5 million at September 30, 2006.
Investment valuation allowances for mortgage loans and changes thereto
follow:
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------
2006 2005
--------------- ---------------
(IN MILLIONS)
Balances, beginning of year............................................. $ 11.8 $ 11.3
Additions charged to income.......................................... .1 .7
Deductions for writedowns and asset dispositions..................... (.5) (3.0)
--------------- ---------------
Balances, End of Period................................................. $ 11.4 $ 9.0
=============== ===============
Impaired mortgage loans along with the related investment valuation
allowances for losses follow:
SEPTEMBER 30, December 31,
2006 2005
----------------- -----------------
(IN MILLIONS)
Impaired mortgage loans with investment valuation allowances............ $ 77.7 $ 78.3
Impaired mortgage loans without investment valuation allowances......... .1 4.5
--------------- ---------------
Recorded investment in impaired mortgage loans.......................... 77.8 82.8
Investment valuation allowances......................................... (11.4) (11.8)
--------------- ---------------
Net Impaired Mortgage Loans............................................. $ 66.4 $ 71.0
=============== ===============
During the first nine months of 2006 and 2005, respectively, AXA
Equitable's average recorded investment in impaired mortgage loans was
$80.3 million and $95.6 million. Interest income recognized on these
impaired mortgage loans totaled $3.4 million and $7.7 million for the
first nine months of 2006 and 2005, respectively.
Mortgage loans on real estate are placed on nonaccrual status once
management believes the collection of accrued interest is doubtful. Once
mortgage loans on real estate are classified as nonaccrual loans, interest
income is recognized under the cash basis of accounting and the resumption
of the interest accrual would commence only after all past due interest
has been collected or the mortgage loan on real estate has been
restructured to the point that the collection of interest is considered
likely. At September 30, 2006 and December 31, 2005, respectively, the
carrying value of mortgage loans on real estate that had been classified
as nonaccrual loans was $66.4 million and $71.1 million.
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4) 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, AXA Equitable 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.
-11-
Summarized financial information for the Closed Block is as follows:
SEPTEMBER 30, December 31,
2006 2005
----------------- -----------------
(IN MILLIONS)
CLOSED BLOCK LIABILITIES
Future policy benefits, policyholders' account balances and other.... $ 8,773.1 $ 8,866.1
Policyholder dividend obligation..................................... 1.0 73.7
Other liabilities.................................................... 28.4 28.6
----------------- -----------------
Total Closed Block liabilities....................................... 8,802.5 8,968.4
----------------- -----------------
ASSETS DESIGNATED TO THE CLOSED BLOCK
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $5,913.3 and $5,761.5).......................... 5,974.3 5,908.7
Mortgage loans on real estate........................................ 825.3 930.3
Policy loans......................................................... 1,243.6 1,284.4
Cash and other invested assets....................................... 26.7 56.2
Other assets......................................................... 281.9 304.4
----------------- -----------------
Total assets designated to the Closed Block......................... 8,351.8 8,484.0
----------------- -----------------
Excess of Closed Block liabilities over assets designated to
the Closed Block.................................................. 450.7 484.4
Amounts included in accumulated other comprehensive income:
Net unrealized investment gains, net of deferred income tax
expense of $21.0 and $25.7 and policyholder dividend
obligation of $1.0 and $73.7.................................... 39.0 47.8
----------------- -----------------
Maximum Future Earnings To Be Recognized From Closed Block
Assets and Liabilities............................................ $ 489.7 $ 532.2
================= =================
Closed Block revenues and expenses were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ---------------------------------
2006 2005 2006 2005
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
REVENUES
Premiums and other income............... $ 99.4 $ 104.0 $ 318.6 $ 334.2
Investment income (net of investment
expenses of $0, $0, $.1, and $0)..... 129.8 130.2 387.0 394.9
Investment gains (losses), net.......... 2.0 (8.5) (.1) 3.2
--------------- ---------------- --------------- ---------------
Total revenues.......................... 231.2 225.7 705.5 732.3
--------------- ---------------- --------------- ---------------
BENEFITS AND
OTHER DEDUCTIONS
Policyholders' benefits and dividends... 200.4 202.7 637.2 629.1
Other operating costs and expenses...... .4 .6 2.2 2.4
--------------- ---------------- --------------- ---------------
Total benefits and other deductions..... 200.8 203.3 639.4 631.5
--------------- ---------------- --------------- ---------------
Net revenues before income taxes........ 30.4 22.4 66.1 100.8
Income tax expense...................... (11.1) (7.8) (23.6) (35.2)
--------------- ---------------- --------------- ---------------
Net Revenues............................ $ 19.3 $ 14.6 $ 42.5 $ 65.6
=============== ================ =============== ===============
-12-
Reconciliation of the policyholder dividend obligation is as follows:
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------------
2006 2005
---------------- ----------------
(IN MILLIONS)
Balances, beginning of year............................................. $ 73.7 $ 264.3
Unrealized investment losses............................................ (72.7) (140.2)
--------------- ---------------
Balances, End of Period................................................. $ 1.0 $ 124.1
=============== ===============
5) DISCONTINUED OPERATIONS
Discontinued operations include certain pension operations principally
consisting of group non-participating wind-up annuity products ("Wind-up
Annuities") and equity real estate held-for-sale. In the first nine months
of 2006, one real estate property with a book value of $34.3 million that
had been previously reported in equity real estate was reclassified as
real estate held-for-sale. Prior periods have been restated to reflect
these properties as discontinued operations. The following table
reconciles the earnings from discontinued operations, net of income taxes
to the amounts reflected in the consolidated statements of earnings for
the third quarter and first nine months of 2006 and 2005:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------
2006 2005 2006 2005
--------------- -------------- --------------- --------------
(IN MILLIONS)
Wind-up Annuities .......................... $ 28.4 $ 15.2 $ 28.4 $ 15.2
Real estate held-for-sale................... .3 .2 (3.1) .5
-------------- -------------- -------------- --------------
Earnings from Discontinued
Operations, Net of Income Taxes.......... $ 28.7 $ 15.4 $ 25.3 $ 15.7
============== ============== ============== ==============
Summarized financial information for Wind-up Annuities:
SEPTEMBER 30, December 31,
2006 2005
----------------- -----------------
(IN MILLIONS)
BALANCE SHEETS
Fixed maturities, available for sale, at estimated fair value
(amortized cost of $762.6 and $796.8).............................. $ 776.7 $ 823.5
Equity real estate................................................... 165.3 197.5
Mortgage loans on real estate........................................ 6.0 6.7
Other invested assets................................................ 2.8 3.2
---------------- -----------------
Total investments.................................................. 950.8 1,030.9
Cash and cash equivalents............................................ 3.0 -
Other assets......................................................... 13.6 13.6
---------------- -----------------
Total Assets......................................................... $ 967.4 $ 1,044.5
================ =================
Policyholders liabilities............................................ $ 795.5 $ 817.2
Allowance for future losses.......................................... 8.3 60.1
Other liabilities.................................................... 163.6 167.2
---------------- -----------------
Total Liabilities.................................................... $ 967.4 $ 1,044.5
================ =================
-13-
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ---------------------------------
2006 2005 2006 2005
--------------- --------------- --------------- ---------------
(IN MILLIONS)
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $4.9, $3.9, $14.0
and $13.4)............................. $ 16.1 $ 19.3 $ 52.2 $ 53.1
Investment gains (losses) net............ .2 (.1) 5.4 (.3)
--------------- --------------- --------------- ---------------
Total revenues........................... 16.3 19.2 57.6 52.8
--------------- --------------- --------------- ---------------
Benefits and other deductions............ 22.2 22.6 62.0 65.3
Losses charged to the allowance for
future losses......................... (5.9) (3.4) (4.4) (12.5)
--------------- --------------- --------------- ---------------
Pre-tax results from operations.......... - - - -
Pre-tax earnings from releasing the
allowance for future losses............ 34.9 23.2 34.9 23.2
Income tax expense....................... (6.5) (8.0) (6.5) (8.0)
--------------- --------------- --------------- ---------------
Income from Wind-up Annuities............ $ 28.4 $ 15.2 $ 28.4 $ 15.2
=============== =============== =============== ===============
AXA Equitable'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. These updated assumptions and estimates resulted in a release
of the allowance in each of the periods presented above.
Management believes the allowance for future losses at September 30, 2006
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. 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 loss
allowance are likely to result.
Income tax expense for Wind-up Annuities in third quarter 2006 included a
$5.8 million benefit in connection with the settlement of an IRS audit of
the 1997-2001 tax years.
6) GMDB, GMIB, AND NO LAPSE GUARANTEE FEATURES
A) Variable Annuity Contracts - GMDB and GMIB
------------------------------------------
AXA Equitable 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.
-14-
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:
GMDB GMIB TOTAL
---------------- ----------------- -----------------
(IN MILLIONS)
Balance at December 31, 2005....................... $ 115.2 $ 173.6 $ 288.8
Paid guarantee benefits.......................... (26.0) (2.9) (28.9)
Other changes in reserve......................... 59.4 37.7 97.1
--------------- ---------------- ----------------
Balance at September 30, 2006...................... $ 148.6 $ 208.4 $ 357.0
=============== ================ ================
Balance at December 31, 2004....................... $ 67.6 $ 117.6 $ 185.2
Paid guarantee benefits.......................... (30.8) (2.1) (32.9)
Other changes in reserve......................... 58.7 55.6 114.3
--------------- ---------------- ----------------
Balance at September 30, 2005...................... $ 95.5 $ 171.1 $ 266.6
=============== ================ ================
Related GMDB reinsurance ceded amounts were:
GMDB
--------------------
(IN MILLIONS)
Balance at December 31, 2005....................... $ 22.7
Paid guarantee benefits ceded.................... (7.9)
Other changes in reserve......................... 8.8
-------------------
Balance at September 30, 2006...................... $ 23.6
===================
Balance at December 31, 2004....................... $ 10.3
Paid guarantee benefits ceded.................... (15.1)
Other changes in reserve......................... 23.4
-------------------
Balance at September 30, 2005...................... $ 18.6
===================
The GMIB reinsurance contracts are considered derivatives and are reported
at fair value.
The September 30, 2006 values for those variable annuity contracts in
force on such dates with GMDB and GMIB features are presented in the
following table. For contracts with the GMDB feature, the net amount at
risk in the event of death is the amount by which the GMDB benefits exceed
related account values. For contracts with the GMIB feature, the net
amount at risk in the event of annuitization is the amount by which the
present value of the GMIB benefits exceeds related account values, taking
into account the relationship between current annuity purchase rates and
the GMIB guaranteed annuity purchase rates. Since variable annuity
contracts with GMDB guarantees may also offer GMIB guarantees in the same
contract, the GMDB and GMIB amounts listed are not mutually exclusive:
-15-
RETURN
PREMIUM RATCHET ROLL-UP COMBO TOTAL
-------------- --------------- ------------- ------------- --------------
(DOLLARS IN MILLIONS)
GMDB:
Account values invested in:
General Account.................. $ 11,461 $ 423 $ 321 $ 693 $ 12,898
Separate Accounts................ $ 23,493 $ 7,348 $ 7,379 $ 20,392 $ 58,612
Net amount at risk, gross........... $ 432 $ 346 $ 1,684 $ 150 $ 2,612
Net amount at risk, net of amounts
reinsured........................ $ 431 $ 242 $ 1,031 $ 150 $ 1,854
Average attained age of
contractholders.................. 49.6 60.9 64.1 61.1 52.6
Percentage of contractholders
over age 70....................... 13.1% 22.6% 32.9% 21.2% 15.9%
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 $ 90 $ 932 $ 1,022
Separate Accounts................ N/A N/A $ 5,123 $ 28,015 $ 33,138
Net amount at risk, gross........... N/A N/A $ 310 $ - $ 310
Net amount at risk, net of amounts
reinsured........................ N/A N/A $ 79 $ - $ 79
Weighted average years remaining
until earliest annuitization..... N/A N/A 2.5 8.5 7.4
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:
-16-
INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS
SEPTEMBER 30, December 31,
2006 2005
--------------- -----------------
(IN MILLIONS)
GMDB:
Equity............................................................... $ 39,373 $ 35,857
Fixed income......................................................... 4,339 4,353
Balanced............................................................. 12,901 9,121
Other................................................................ 1,999 1,813
--------------- -----------------
Total................................................................ $ 58,612 $ 51,144
=============== =================
GMIB:
Equity............................................................... $ 20,473 $ 17,540
Fixed income......................................................... 2,686 2,608
Balanced............................................................. 9,033 5,849
Other................................................................ 946 680
--------------- ------------------
Total................................................................ $ 33,138 $ 26,677
=============== ==================
C) Hedging Programs for GMDB and GMIB Features
-------------------------------------------
In 2003, AXA Equitable initiated a program intended to hedge certain risks
associated with the GMDB feature of the Accumulator(R) series of variable
annuity products sold beginning in April 2002. In 2004, the program was
expanded to include hedging for certain risks associated with the GMIB
feature of the Accumulator(R) series of variable annuity products sold
beginning in 2004. AXA Equitable's hedging activities mitigate the risks
associated with movements in equity and fixed income markets but do not
eliminate all of the risks associated with the GMDB/GMIB features. 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 September 30, 2006, the total
account value and net amount at risk of the hedged Accumulator(R) series
of variable annuity contracts were $37,212 million and $176 million,
respectively, with the GMDB feature and $21,085 million and zero,
respectively, with the GMIB feature.
Although these programs are designed to provide some 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.
-17-
The following table summarizes the no lapse guarantee liabilities
reflected in the General Account in future policy benefits and other
policyholders liabilities, and related reinsurance ceded:
DIRECT REINSURANCE
LIABILITY CEDED NET
--------------- ---------------- ----------------
(IN MILLIONS)
Balance at December 31, 2005....................... $ 34.8 $ (20.4) $ 14.4
Other changes in reserve......................... 22.3 (19.2) 3.1
--------------- ---------------- ----------------
Balance at September 30, 2006...................... $ 57.1 $ (39.6) $ 17.5
=============== ================ ================
Balance at December 31, 2004....................... $ 20.5 $ (6.1) $ 14.4
Other changes in reserve......................... 11.9 (12.2) (.3)
--------------- ---------------- ----------------
Balance at September 31, 2005...................... $ 32.4 $ (18.3) $ 14.1
=============== ================ ================
7) EMPLOYEE BENEFIT PLANS
Components of net periodic pension expense for the qualified plans follow:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2006 2005 2006 2005
--------------- --------------- --------------- ---------------
(IN MILLIONS)
Service cost................................... $ 9.3 $ 8.7 $ 28.3 $ 26.4
Interest cost on projected benefit obligation.. 30.5 30.3 91.6 91.1
Expected return on assets...................... (46.3) (42.9) (138.8) (128.6)
Net amortization and deferrals................. 20.3 18.9 61.0 56.8
-------------- -------------- -------------- --------------
Net Periodic Pension Expense................... $ 13.8 $ 15.0 $ 42.1 $ 45.7
============== ============== ============== ==============
8) ACCOUNTING FOR SHARE-BASED COMPENSATION
AXA and AXA Financial sponsor various share-based compensation plans for
eligible employees and associates of AXA Financial and its subsidiaries,
including the Company. AllianceBernstein also sponsors its own unit option
plans for certain of its employees. Activity in these share-based plans in
the discussions that follow relates to awards granted to eligible
employees and associates of AXA Financial and its subsidiaries under each
of these plans in the aggregate, except where otherwise noted.
For third quarter and the first nine months of 2006, the Company
recognized $6.3 million and $18.3 million, respectively, of compensation
costs under SFAS No. 123(R) for employee stock options, including $3.8
million and $12.8 million, respectively resulting from unvested awards at
January 1, 2006. A summary of the activity in the AXA, AXA Financial and
AllianceBernstein option plans follows, including the award made on March
31, 2006 of 3.8 million nonstatutory stock options to purchase AXA
ordinary shares. The cost of that award is attributed over the shorter of
the employees' four year service-vesting term or to the date at which
retirement eligibility is achieved and subsequent service no longer is
required for continued vesting of the award. Information about options
outstanding and exercisable at September 30, 2006 also is presented in the
table below. The number of AXA ADRs authorized to be issued pursuant to
option grants and, as further described below, restricted stock grants
under the Stock Incentive Plan was approximately 124.5 million less the
number of shares issued pursuant to option grants under The AXA Financial,
Inc. 1991 Stock Incentive Plan (the predecessor plan to the Stock
Incentive Plan).
-18-
Options Outstanding
------------------------------------------------------------------------------------------------------
AllianceBernstein
AXA Ordinary Shares AXA ADRs Holding Units
---------------------------------- --------------------------------- -------------------------------
Weighted Weighted Weighted
Number Average Number Average Number Average
Outstanding Exercise Outstanding Exercise Outstanding Exercise
(In Millions) Price (In Millions) Price (In Millions) Price
-------------- ----------------- ---------------- -------------- --------------- --------------
Options outstanding at
December 31, 2005... 3.5 (euro) 20.87 38.6 $ 24.06 7.5 $ 40.45
Options granted (1).... 3.8 (euro) 29.22 .7 23.26 - (3) $ 65.02
Options exercised...... - - (6.0) $ 20.26 (1.6) $ 38.54
Options forfeited...... (.2) (euro) 23.70 (3.0) $ 33.83 (.1) $ 38.28
Options expired........ - - - - - -
-------------- ---------------- ---------------
Options Outstanding at
September 30, 2006.. 7.1 (euro) 25.23 30.3 $ 23.29 5.8 $ 41.05
============== ================= ================ ============== =============== ==============
Aggregate Intrinsic
Value (2)........... (euro) 16.5 $ 412.9 $ 161.3
================= ============== ==============
Weighted Average
Remaining
Contractual Term
(in years).......... 9.00 4.49 4.45
============== ================ ===============
Options Exercisable at
September 30, 2006.. - 23.7 $ 23.69 4.8 $ 41.56
============== ================ ============== =============== ==============
Aggregate Intrinsic
Value (2)........... - $ 313.1 $ 131.4
================= ============== ==============
Weighted Average
Remaining
Contractual Term
(in years).......... - 3.56 4.28
============== ================ ===============
(1) Approximately 2.6 million of the 3.8 million AXA ordinary share
options granted on March 31, 2006 have a four-year graded vesting
schedule, with one-third vesting on each of the third and fourth
anniversaries of the grant date. The remaining approximately 1.2
million options have a 4-year cliff-vesting term. All of the options
granted on March 31, 2006 have a 10-year contractual term.
(2) Intrinsic value, presented in millions, is calculated as the excess
of the closing market price on September 30, 2006 of the respective
underlying shares over the strike prices of the option awards.
(3) AllianceBernstein grants totaled 9,712 units in first nine months of
2006.
Cash proceeds received from employee exercises of options to purchase AXA
ADRs in third quarter and the first nine months of 2006 were $28.4 million
and $121.4 million, respectively. The intrinsic value related to employee
exercises of options to purchase AXA ADRs during third quarter and the
first nine months of 2006 and of 2005 were $18.2 million, $90.2 million,
$14.2 million and $46.6 million, respectively, resulting in amounts
currently deductible for tax purposes of $6.3 million, $30.6 million, $4.7
million and $15.4 million, respectively, for the periods then ended. Under
SFAS No. 123(R), $4.8 million and $23.1 million windfall tax benefits
resulted from employee stock option exercises during third quarter and the
first nine months of 2006, respectively.
At December 31, 2005, AXA Financial held 14.6 million AXA ADRs in treasury
at a weighted average cost of approximately $24.00 per ADR, of which
approximately 14.3 million were designated to fund future exercises of
outstanding employee stock options. These AXA ADRs were obtained primarily
by exercise of call options that had been purchased by AXA Financial in
fourth quarter 2004 to mitigate the U.S. dollar price and foreign exchange
risks associated with funding exercises of employee stock options.
Remaining outstanding and unexercised at September 30, 2006 are call
options to purchase 8.9 million AXA ADRs at strike prices ranging from
$30.41 to $32.37, each having a cap equal to approximately 150% of its
strike price, at which time the option automatically would be exercised.
These call options expire on November 23, 2009. During the first
-19-
nine months of 2006, AXA Financial utilized approximately 3.6 million AXA
ADRs from treasury to fund exercises of employee stock options. At
September 30, 2006, AXA Financial held 11.4 million AXA ADRs in treasury,
of which approximately 11.1 million units were designated to fund future
exercises of outstanding employee stock options and the remainder of
approximately .3 million were available for general corporate purposes,
including funding other stock-based compensation programs. Employee
options awarded by AXA Financial and outstanding at September 30, 2006 to
purchase AXA ordinary shares begin to become exercisable in March 2007 and
their future exercises are expected to be funded by newly issued AXA
ordinary shares.
Prior to adoption of SFAS No. 123(R), the Company had elected to continue
accounting for employee stock option awards under APB No. 25 and,
therefore, no compensation cost for these awards was recognized in the
consolidated statement of earnings in third quarter and the first nine
months of 2005. The following table illustrates the effect on net income
had compensation expense for employee stock option awards been measured
and recognized by the Company under the fair-value-based method of SFAS
No. 123. These pro forma disclosures are not adjusted from amounts
previously reported and, therefore, retain the original grant-date fair
values of the underlying awards, continue to attribute cost over the
awards' service-vesting periods and do not include estimates of
pre-vesting forfeitures.
Three Months Nine Months
Ended Ended
September 30, September 30,
2005 2005
----------------- ----------------
(In Millions)
Net earnings as reported.......................................... $ 296.7 $ 840.3
Less: Total stock-based employee compensation expense
determined under fair value method, net of income tax benefit.. (5.5) (17.9)
---------------- ----------------
Pro Forma Net Earnings............................................ $ 291.2 $ 822.4
================ ================
For the purpose of estimating the fair value of employee stock option
awards granted on or after January 1, 2006, the Company continues to apply
the Black-Scholes-Merton formula and the same methodologies for developing
the input assumptions as previously had been used to prepare the pro forma
disclosures required by SFAS No. 123. Shown below are the relevant input
assumptions used to derive the fair values of options awarded in the first
nine months of 2006 and of 2005, respectively. No grants of options to
purchase AXA ADRs were made to employees in the first nine months of 2006.
For employee stock options with graded vesting terms and service
conditions granted on or after January 1, 2006, the Company elected under
SFAS No. 123(R) to retain its practice of valuing these as singular awards
and to change to the graded-vesting method of attribution, whereby the
cost is recognized separately over the requisite service period for each
individual one-third of the options vesting on the third and fourth
anniversaries of the grant date.
AllianceBernstein
AXA Ordinary Shares AXA ADRs Holding Units
------------------------------- ------------- -----------------------
Nine months ended Sept. 30, 2006 2005 2005 2006 2005
----------- ------------- ------------- ------------ ----------
Dividend yield.............. 3.48% 3.15% 3.01% 6.00% 6.20%
Expected volatility......... 28% 25% 25% 31% 31%
Risk-free interest rate...... 3.77% 3.09% 4.27% 4.90% 3.70%
Expected life in years....... 5.0 5.0 5.0 6.5 3.0
Weighted average fair value
per option at grant date.. $ 7.45 $ 5.01 $ 5.65 $ 12.35 $ 7.04
As of September 30, 2006, approximately $25.3 million of unrecognized
compensation cost related to unvested employee stock option awards, net of
estimated pre-vesting forfeitures, is expected to be recognized by the
Company over a weighted average period of 2.1 years.
-20-
Under the Stock Incentive Plan, AXA Financial grants restricted AXA ADRs
to employees of its subsidiaries, including AXA Equitable. Generally, all
outstanding restricted AXA ADR grants have a 7-year vesting schedule with
potential accelerated vesting based on performance. Under the Equity Plan,
AXA Financial grants non-officer directors restricted AXA ADRs and
unrestricted AXA ADRs annually. Similarly, AllianceBernstein awards
restricted AllianceBernstein Holding units to independent directors of its
General Partner. In addition, under its Century Club Plan, awards of
restricted AllianceBernstein Holding units that vest ratably over three
years are made to eligible AllianceBernstein employees whose primary
responsibilities are to assist in the distribution of company-sponsored
mutual funds. For third quarter and first nine months of 2006 and of 2005,
the Company recognized compensation cost of $.7 million and $4.9 million,
respectively, under SFAS No. 123(R) and $1.8 million and $8.3 million,
respectively, under APB No. 25 for awards outstanding under these plans.
Consistent with existing practice of the Company prior to adoption of SFAS
No. 123(R), grant-date fair value continues to be measured by the closing
price of the shares awarded and the result generally is attributed over
the shorter of the performance period, the requisite service period, or to
the date at which retirement eligibility is achieved and subsequent
service no longer is required for continued vesting of the award.
At September 30, 2006, approximately 60,978 restricted AllianceBernstein
Holding Units outstanding under the Century Club Plan remain unvested. As
of September 30, 2006, approximately $2.5 million of unrecognized
compensation cost related to these unvested awards, net of estimated
pre-vesting forfeitures, is expected to be recognized over a weighted
average period of 1.8 years. The following table summarizes unvested
restricted AXA ADR activity for the first nine months of 2006. Restricted
AXA ADRs vested in the first nine months of 2006 and 2005 had aggregate
vesting-date fair values of approximately $13.5 million and $19.2 million,
respectively. In the first nine months of 2005, 244,790 restricted AXA
ADRs were granted, having an aggregate grant-date fair value of $6.6
million.
WEIGHTED
SHARES OF AVERAGE
RESTRICTED GRANT DATE
STOCK FAIR VALUE
--------------- -----------------
Unvested as of December 31, 2005........................................ 867,387 $ 19.94
Granted ................................................................ 78,865 $ 35.16
Vested ................................................................. 381,836 $ 16.98
Forfeited .............................................................. 50,381
----------------
Unvested as of September 30, 2006 ...................................... 514,035 $ 23.91
================
On March 31, 2006, under the terms of the AXA Performance Unit Plan 2006,
the AXA Management Board awarded 722,854 unearned performance units to
employees of AXA Financial subsidiaries. During each year that the
performance unit awards are outstanding, a pro-rata portion of the units
may be earned based on criteria measuring the performance of AXA and AXA
Financial Group. The extent to which performance targets are met
determines the number of performance units earned, which may vary between
0% and 130% of the number of performance units at stake. Performance units
earned under the 2006 plan cliff-vest on the second anniversary of their
date of award. When fully-vested, the performance units earned will be
settled in cash, or in some cases, a combination of cash (70%) and stock
(30%), the latter equity portion having transfer restrictions for a
two-year period. For 2006 awards, the price used to value the performance
units at settlement will be the average opening price of the AXA ordinary
share for the last 20 trading days of the vesting period converted to U.S.
dollars using the Euro to U.S. dollar exchange rate on March 28, 2008.
For third quarter and the first nine months of 2006 and of 2005, the
Company recognized compensation cost of $8.5 million and $17.1 million,
respectively, under SFAS No. 123(R) and $1.1 million and $4.6 million,
respectively, under APB No. 25 for performance units earned to date.
Substantially similar to existing practice of the Company prior to
adoption of SFAS No. 123(R), the change in fair value of these awards in
first nine months of 2006 was measured by the closing price of the
underlying AXA ordinary shares or AXA ADRs and adjustment was made to
reflect the impact of expected and actual pre-vesting forfeitures. In
addition, similar to adoption of SFAS No. 123(R) for employee stock option
awards, the cost of performance units awarded on or after January 1, 2006,
such as those granted March 31, 2006, were attributed over the shorter of
the cliff-vesting period or to the date at which retirement eligibility is
achieved. The value of performance units earned and reported in Other
liabilities in the consolidated balance sheets at September 30, 2006 and
December 31,
\
-21-
2005 was $22.7 million and $9.1 million, respectively, including
incremental awards earned under the 2005 and 2004 plans from having
exceeded the targeted performance criteria established in those years by
14.6% and 11.1%, respectively. Approximately 720,691 outstanding
performance units are at risk to achievement of 2006 performance criteria,
including approximately 50% of the award granted on March 31, 2006.
Following completion of the merger of AXA Merger Corp. with and into AXA
Financial in January 2001, certain employees exchanged fully vested
in-the-money AXA ADR options for tandem Stock Appreciation Rights/AXA ADR
non-statutory options ("tandem SARs/NSOs") of then-equivalent intrinsic
value. The Company recorded compensation (income)/expense for these
fully-vested awards of $5.8 million, $6.1 million, $9.3 million and $10.0
million for third quarter and the first nine months of 2006 and of 2005,
respectively, reflecting the impact in those periods of the change in the
market price of the AXA ADR on the cash-settlement value of the SARs
component of the outstanding tandem SARs/NSOs. The value of these tandem
SARs/NSOs at September 30, 2006 and December 31, 2005 was $22.2 million
and $50.9 million, respectively. At September 30, 2006, 1.7 million tandem
SARs/NSOs were outstanding, having weighted average remaining expected and
contractual terms of 1.21 and 2.42 years, respectively, and for which the
SARs component had maximum value of $22.2 million. During third quarter
and the first nine months of 2006 and of 2005, respectively, approximately
.1 million, 2.6 million, .2 million and .3 million of these awards were
exercised at an aggregate cash-settlement value of $1.5 million $38.8
million, $2.0 million and $2.8 million.
On March 31, 2006, 59,644 Stock Appreciation Rights with a 4-year
cliff-vesting schedule were granted to certain associates of AXA Financial
subsidiaries. These Stock Appreciation Rights entitle the holder to a cash
payment equal to any appreciation in the value of the AXA ordinary share
over 29.22 Euros as of the date of exercise. Similar to the SARs component
of the tandem SARs/NSOs, awards remaining unexercised at expiry of their
10-year contractual term will be automatically exercised on the expiration
date. At September 30, 2006, .2 million Stock Appreciation Rights were
outstanding, having weighted average remaining contractual term of 6.02
years. The accrued value of Stock Appreciation Rights at September 30,
2006 and December 31, 2005 was $2.4 million and $1.0 million,
respectively, and recorded as liabilities in the consolidated balance
sheets. For third quarter and the first nine months of 2006, the Company
recorded compensation expense for Stock Appreciation Rights of $.7 million
and $1.4 million, respectively, under SFAS No. 123(R), reflecting the
impact in those periods of the changes in their fair values as determined
by applying the Black Scholes-Merton formula and assumptions used to price
employee stock option awards. For third quarter and first nine months of
2005, the Company recorded compensation expense of $.1 million and $.3
million, respectively, under APB No. 25 reflecting the impact in those
periods of the change in the market price of the underlying AXA ordinary
share or AXA ADR on the value of the outstanding Stock Appreciation
Rights.
Under SFAS No. 123(R), the Company recognized compensation expense for
payroll deductions authorized and applied in third quarter and the first
nine months of 2006 under the terms of the AXA Financial, Inc. Qualified
Stock Purchase Plan to purchase AXA ADRs of 37,160 and 150,800,
respectively, at an aggregate discount of $.4 million and $1.0 million,
respectively, representing a discount of 15% from the closing market value
of the AXA ADR at the purchase dates defined in the annual offering
document (generally the last trading day of each month). Prior to adoption
of SFAS No. 123(R), no compensation expense was recorded in connection
with this plan, including the aggregate discount of $.1 million and $.5
million for third quarter and the first nine months of 2005, respectively.
Under the terms of the AXA Financial, Inc. Non-Qualified Stock Purchase
Plan, total AXA ADRs of 275,978 and $202,979 were purchased during the
first nine months of 2006 and of 2005, respectively, including those
purchased with employer matching contributions for which the Company
recorded compensation expense of $.4 million, $1.2 million, $.4 million
and $1.0 million in third quarter and the first nine months of 2006 and of
2005, respectively.
9) INCOME TAXES
Income taxes for interim periods have been computed using an estimated
annual effective tax rate. This rate is revised, if necessary, at the end
of each successive interim period to reflect the current estimate of the
annual effective tax rate.
The Company recognized a net tax benefit in third quarter 2006 of $117.7
million. This benefit was related to the settlement of an IRS audit of the
1997-2001 tax years, partially offset by additional tax reserves
established for subsequent tax periods. Of the net tax benefit of $117.7
million, $111.9 million related to the continuing operations and $5.8
million to the discontinued Wind-up Annuities.
-22-
Of the net tax adjustment of $117.7 million, $111.9 million related to
continuing operations and $5.8 million to Wind-up Annuities.
10) LITIGATION
There have been no new material legal proceedings and no material
developments in specific litigations previously reported in the Company's
Notes to Consolidated Financial Statements for the year ended December 31,
2005, except as described below:
In August 2006, the parties settled both the AMERICAN NATIONAL BANK action
and the related, previously disclosed DH2 action.
In HIRT, in September 2006, the district court granted summary judgment in
favor of the defendants. The court ruled that (a) the cash balance
provisions of the Equitable Plan do not violate the age discrimination
provisions of ERISA, (b) while the notice of plan changes provided to
participants in 1990 was not adequate, the notice of plan changes provided
to participants in 1992 satisfied the ERISA notice requirements regarding
delivery and content, and (c) the claims of the named plaintiffs are
barred by statute of limitations. In October 2006, plaintiffs filed a
notice of appeal.
In BERGER, in August 2006, the plaintiff's appeal was denied.
In WIGGENHORN, in June 2006, AXA Equitable's motion to dismiss the amended
complaint was granted. In June 2006, the plaintiff filed a notice of
appeal.
Alliance Litigation
-------------------
In the ENRON COMPLAINT, in April 2006, AllianceBernstein moved for summary
judgment dismissing the Enron Amended Consolidated Complaint as the
allegations therein pertain to AllianceBernstein. The motion is pending.
In July 2006, the court granted plaintiffs' amended motion for class
certification.
In ERB, in March 2006, the case was voluntarily dismissed with prejudice
pursuant to a settlement agreement.
In the MUTUAL FUND MDL, in April 2006, AllianceBernstein and attorneys
for the plaintiffs in the mutual fund shareholder claims, mutual fund
derivative claims, and ERISA claims entered into a confidential memorandum
of understanding containing their agreement to settle these claims. The
agreement will be documented by a stipulation of settlement and will be
submitted for court approval at a later date. The derivative claims
brought on behalf of AllianceBernstein Holding remain pending. Plaintiffs
seek an unspecified amount of damages.
In the WV SECURITIES COMMISSIONERS SUMMARY ORDER MATTER, in April 2006,
defendants' petition for Writ of Prohibition and Order Suspending
Proceedings was denied. In September 2006, AllianceBernstein moved to
dismiss the order.
In AUCOIN, in May 2006, the District Court denied plaintiffs' motion for
leave to file their amended complaint. In July 2006, plaintiffs filed a
notice of appeal.
Although the outcome of litigation generally cannot be predicted with
certainty, management believes that, except as otherwise noted in AXA
Equitable's Notes to Consolidated Financial Statements for the year ended
December 31, 2005, 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 AXA
Equitable. Except as previously noted, management cannot make an estimate
of loss, if any, or predict whether or not any of such other litigations
described above or in AXA Equitable's Notes to Consolidated
-23-
Financial Statements for the year ended December 31, 2005 will have a
material adverse effect on AXA Equitable'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 AXA Equitable's consolidated financial
position or results of operations. However, it should be noted that the
frequency of large damage awards, including large punitive damage awards
that bear little or no relation to actual economic damages incurred by
plaintiffs in some jurisdictions, continues to create the potential for an
unpredictable judgment in any given matter.
11) SEGMENT INFORMATION
The following tables reconcile segment revenues and earnings from
continuing operations before income taxes and minority interest to total
revenues and earnings as reported on the consolidated statements of
earnings and segment assets to total assets on the consolidated balance
sheets, respectively.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ----------------------------------
2006 2005 2006 2005
--------------- --------------- --------------- ----------------
(IN MILLIONS)
SEGMENT REVENUES:
Insurance............................... $ 1,502.5 $ 1,360.4 $ 4,535.7 $ 4,309.9
Investment Services (1)................. 938.6 811.7 2,812.5 2,340.7
Consolidation/elimination............... (22.1) (21.1) (66.6) (63.3)
--------------- --------------- --------------- ----------------
Total Revenues.......................... $ 2,419.0 $ 2,151.0 $ 7,281.6 $ 6,587.3
=============== =============== =============== ================
<FN>
(1) Net of interest expense incurred on securities borrowed.
</FN>
SEGMENT EARNINGS FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
AND MINORITY INTEREST:
Financial Advisory/Insurance............ $ 146.3 $ 292.3 $ 737.4 $ 911.2
Investment Management................... 267.5 226.0 803.5 614.8
--------------- --------------- --------------- ----------------
Total Earnings from Continuing
Operations before Income Taxes
and Minority Interest................ $ 413.8 $ 518.3 $ 1,540.9 $ 1,526.0
=============== =============== =============== ================
SEPTEMBER 30, December 31,
2006 2005
---------------- ---------------
(IN MILLIONS)
SEGMENT ASSETS:
Insurance................................................................. $ 127,232.2 $ 118,825.8
Investment Services ...................................................... 15,637.8 15,161.4
Consolidation/elimination ................................................ 2.5 2.0
---------------- ---------------
Total Assets.............................................................. $ 142,872.5 $ 133,989.2
================ ===============
In first quarter 2006, AllianceBernstein issued units to its employees
under long-term incentive plans. As a result of this transaction, the
Company recorded a non-cash $29.1 million realized gain. At September 30,
2006 and December 31, 2005, respectively, the Company's beneficial
ownership in AllianceBernstein was approximately 45.8% and 46.3% and,
together with the ownership of the other AXA Financial Group companies,
the consolidated economic interest in AllianceBernstein were approximately
60.5% and 61.1%.
-24-
12) RELATED PARTY TRANSACTIONS
AXA Equitable 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
$27.2 million, $46.5 million, $15.9 million and $42.9 million,
respectively for the third quarter and first nine months of 2006 and of
2005.
AXA Equitable paid $183.0 million, $576.5 million, $166.3 million and
$516.1 million, respectively, of commissions and fees to AXA Distribution
and its subsidiaries for sales of insurance products for the third quarter
and first nine months of 2006 and of 2005. AXA Equitable charged AXA
Distribution's subsidiaries $82.9 million, $253.1 million, $79.5 million
and $237.6 million for the third quarter and first nine months of 2006 and
of 2005, pursuant to the Agreement for Services.
13) COMPREHENSIVE INCOME
The components of comprehensive income are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- ---------------------------------
2006 2005 2006 2005
--------------- --------------- --------------- ---------------
(IN MILLIONS)
Net earnings............................. $ 308.4 $ 296.7 $ 857.8 $ 840.3
--------------- --------------- --------------- ---------------
Change in unrealized gains (losses),
net of reclassification adjustment..... 379.1 (324.1) (147.5) (316.6)
--------------- --------------- --------------- ---------------
Other comprehensive income (loss) ....... 379.1 (324.1) (147.5) (316.6)
--------------- --------------- --------------- ---------------
Comprehensive Income..................... $ 687.5 $ (27.4) $ 710.3 $ 523.7
=============== =============== =============== ===============
-25-
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis is omitted pursuant to General Instruction
H of Form 10-Q. The management narrative for the Company that follows should be
read in conjunction with the Consolidated Financial Statements, the related
Notes to Consolidated Financial Statements included elsewhere herein, with the
information provided under "Forward-looking Statements" included elsewhere
herein and with the management narrative found in the Management's Discussion
and Analysis ("MD&A") and the "Risk Factors" sections included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2005 ("2005 Form
10-K").
CONSOLIDATED RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2005
Net earnings for the Company were $857.8 million for the first nine months of
2006, $17.5 million higher than the $840.3 million reported for the comparable
2005 period, as the Insurance segment's net earnings decrease of $42.2 million
was offset by a $59.7 million increase for the Investment Services segment.
Income taxes totaled $308.6 million in the first nine months of 2006 as compared
to the $390.3 million reported in the comparable 2005 period. The Company
recognized a net tax benefit in third quarter 2006 of $117.7 million. This
benefit was related to the settlement of an IRS audit of the 1997-2001 tax
years, partially offset by additional tax reserves established for subsequent
tax periods. Of the net tax benefit of $117.7 million, $111.9 million related to
the continuing operations and $5.8 million to the discontinued Wind-up
Annuities. Net earnings included post-tax earnings from Wind-up Annuities which
included $22.6 million and $15.2 million in the 2006 and 2005 periods,
respectively, reflecting the third quarter 2006 and 2005 releases of the
allowance for future losses due to improved projected investment results and the
$5.8 million tax benefit in third quarter 2006, described above. Earnings from
continuing operations were $832.5 million for the first nine months of 2006, an
increase of $7.9 million from the first nine months of 2005.
Earnings from continuing operations before income taxes and minority interest
were $1.54 billion for the first nine months of 2006, an increase of $14.9
million from the year earlier period. The Insurance segment's pre-tax earnings
decrease of $173.8 million was more than offset by the $188.7 million increase
in the Investment Services segment's pre-tax earnings. The decrease in pre-tax
earnings during the first nine months of 2006 to $737.4 million in the Insurance
segment was primarily due to lower investment results primarily due to decreases
in the fair value of derivatives, higher DAC amortization, commission expense
and other operating expenses partially offset by higher policy fee income. The
Investment Services segment's pre-tax earnings for the first nine months of 2006
were $803.5 million, $188.7 million higher than in the first nine months of
2005, principally due to higher earnings at AllianceBernstein. The Investment
Services segment's earnings included $16.4 million and $16.1 million in gains
and contingent payments in the 2006 and 2005 periods, respectively, related to
AllianceBernstein's second quarter 2005 transfer of its cash management business
and approximately $8.6 million of gains on the sale of its rights to manage
certain Indian mutual funds in third quarter 2005. On January 1, 2006, the
Company adopted the provisions of SFAS No. 123(R) and recognized $18.3 million
($12.0 million after-tax) in higher compensation cost than would have been
recognized under APB No. 25 during the first nine months of 2006.
In 2003, AXA Equitable initiated a program intended to hedge certain risks
associated with the GMDB feature of the Accumulator(R) series of variable
annuity products sold beginning in April 2002. In 2004, the program was expanded
to include hedging for certain risks associated with the GMIB feature of the
Accumulator(R) series of variable annuity products sold beginning in 2004. This
program currently utilizes exchange-traded futures contracts that are
dynamically managed in an effort to reduce the economic impact of unfavorable
changes in GMDB and GMIB exposures attributable to movements in the equity and
fixed income markets.
Although these programs are designed to provide some 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. Gains or losses on the futures contracts used in these programs, including
current period changes in fair value, are recognized in investment income in the
period in which they occur, and may contribute to earnings volatility. Unlike
the futures hedge contracts and the GMIB reinsurance contracts, GMDB/GMIB
reserve liabilities are not reported on a fair value basis. Instead, reserves
for GMDB/GMIB obligations are calculated on the basis of actuarial assumptions
related to projected benefits and related contract charges over the lives of the
contracts; they do not reflect the immediate impact of equity and interest rate
market fluctuations. In periods of rising equity and interest rate markets, the
fair value of the futures and GMIB reinsurance contracts will decline while the
GMDB/GMIB reserves will not reflect corresponding changes, resulting in a
decline
-26-
in pre-tax earnings. Conversely, in periods of equity and interest rate
market declines, the fair value of the futures and GMIB reinsurance contracts
will increase while the GMDB/GMIB reserves will not reflect corresponding
changes, resulting in an increase in pre-tax earnings. Consequently, pre-tax
earnings from continuing operations in any particular period do not fully
reflect the economics of the GMDB/GMIB features and related futures hedge and
reinsurance risk management programs.
Revenues. In the first nine months of 2006, revenues increased $694.3 million to
$7.28 billion. The Investment Services segment's $471.7 million increase in
revenues to $2.81 billion in the first nine months of 2006 resulted principally
from higher investment advisory and services fees and higher institutional
research service revenues at AllianceBernstein while an increase of $225.9
million to $4.54 billion was reported for the Insurance segment as higher policy
fee income more than offset lower investment results and lower premiums.
Premiums decreased by $63.2 million to $604.3 million for the first nine months
of 2006. Policy fee income was $1.65 billion, $268.5 million higher than in the
first nine months of 2005. The policy fee income increase resulted primarily
from fees earned on higher average Separate Account balances due to positive net
cash flows and market appreciation.
Net investment income decreased $18.7 million to $1.85 billion in the first nine
months of 2006 as the $64.4 million decrease for the Insurance segment was
partially offset by a $45.3 million increase in the Investment Services segment.
The Insurance segment decrease was primarily due to the $108.8 million decrease
in the fair value in the first nine months of 2006 of derivative instruments
related to hedging programs implemented to mitigate certain risks associated
with the GMDB/GMIB features of certain contracts as compared to a $55.8 million
decrease in fair value in the first nine months of 2005. Similarly, investment
losses related to other derivatives including interest rate floor and future
contracts were $10.4 million in the first nine months of 2006, as compared to
$3.4 million of in the comparable prior year period. The increase for the
Investment Services segment was related to changes in the market value of
AllianceBernstein's trading account securities.
Investment gains, net totaled $37.3 million in the first nine months of 2006 as
compared to $55.3 million in the first nine months of 2005, as the $32.8 million
decline for the Insurance segment was offset by $14.8 million higher gains in
the Investment Services segment. The higher gains for the Investment Services
segment in the 2006 period resulted from AllianceBernstein's issuance of units
to its employees under long-term incentive plans in first quarter 2006 which
exceeded the gains on the transfer of AllianceBernstein's cash management
services reported in the second and third quarters of 2005 and the gain on the
sale of its rights to manage certain Indian mutual funds in third quarter 2005.
The Insurance segment's decrease in the 2006 period primarily resulted from
higher writedowns on General Account fixed maturities, $27.4 million in the 2006
period as compared to $23.8 million in the comparable 2005 period, and lower
gains from sales of fixed maturity securities ($10.2 million in the first nine
months of 2006 as compared to $42.4 million in first nine months of 2005).
Commissions, fees and other income increased $525.7 million to $3.15 billion in
the first nine months of 2006 with the $411.6 increase in the Investment
Services segment and a $117.8 million increase in the Insurance segment. The
Investment Services segment increase resulted principally from the $403.2
million increase in investment advisory and services fees to $1.99 billion at
AllianceBernstein in the first nine months of 2006 as compared to the comparable
2005 period primarily due to an increase in average assets under management
("AUM") resulting from net asset inflows and market appreciation experienced in
the nine-month period and from $23.0 million higher performance fees. The
Insurance segment increase of $117.8 million to $534.6 million in the first nine
months of 2006 was due to higher gross investment management fees received from
EQAT and VIP Trust due to a higher asset base partially offset by the lower
increase in the fair value of the GMIB reinsurance contracts. As required by
SFAS No. 133, the GMIB reinsurance contracts are considered derivatives and are
reported at fair value. In the first nine months of 2006, the fair value of
these contracts increased $38.3 million as compared to $45.2 million during the
first nine months of 2005 due to market fluctuations.
Benefits and Other Deductions. In the first nine months of 2006, total benefits
and other deductions increased $679.4 million to $5.74 billion with increases of
$399.7 million and $283.0 million in the Insurance and the Investment Services
segments, respectively.
Policyholders' benefits were $1.45 billion in the first nine months of 2006, a
$77.8 million increase from the first nine months of 2005. The increase
principally resulted from lower benefits and reserves in the reinsurance assumed
product line in the 2005 period due to a $16.1 million settlement of outstanding
issues with one life reinsurer in third quarter 2005 that resulted in the
release of $46.8 million of reserves as well as higher individual life death
claims.
-27-
Total compensation and benefits increased $162.5 million to $1.51 billion in the
first nine months of 2006 as an increase of $197.7 million for the Investment
Services segment was offset by a $35.4 million decrease for the Insurance
segment. The increase at AllianceBernstein in the nine months of 2006 reflected
the $70.8 million increase in commission expense due to higher sales
across all distribution channels and Institutional Research Services, the $68.1
million increase in incentive compensation primarily due to higher deferred
compensation amortization and the $59.9 million increase in base compensation,
fringe benefits and other employment costs due to increased headcounts, annual
merit salary increases and higher fringe benefits reflecting the increased
compensation levels at AllianceBernstein. The $35.4 million decrease for the
Insurance segment was primarily due to a $76.8 million decline in employee
benefit costs of which $45.4 million was due to the announced curtailment of the
age and/or service credits toward the cost sharing rules for retiree health
coverage for active participants effective December 31, 2006, partially offset
by higher employee stock compensation expense of $39.7 million due to the
effects of implementing SFAS No. 123(R) in 2006. The Insurance segment's total
for the 2005 period included a $28.5 million increase in benefits and taxes due
to an adjustment to survivor income benefits related to prior periods.
For the first nine months of 2006, commissions in the Insurance segment totaled
$1.03 billion, an increase of $210.4 million when compared to $816.6 million
from the first nine months of 2005, principally due to higher sales of annuity
products.
Amortization of deferred sales commissions totaled $71.7 million for the first
nine months of 2006, $31.4 million lower than in the 2005 period as a result of
lower levels of back-end load shares sales.
DAC amortization increased to $561.1 million in the first nine months of 2006,
$159.9 million higher than in the comparable 2005 period. This increase in
amortization was principally related to higher current margins on products that
are DAC reactive and lower favorable DAC unlocking in 2006 compared to 2005. The
increase was partially offset by reactivity to decreases in the first nine
months of 2006 in the fair value of the derivative instruments related to the
GMDB/GMIB hedging programs and the lower increase in fair value of the GMIB
reinsurance asset. In 2006, the unlocking impact from recognition of higher
expected future margins driven by higher fees related to variable insurance and
annuity contracts in the 2006 period also offset the increase. In 2005, DAC
unlocking related to higher estimated future margins due to revised expectations
regarding lapses on certain variable annuity contracts based upon completion of
a comprehensive lapse study. Both years also reflect DAC unlocking associated
with higher estimated future margins due to expectations of life mortality
improvement based on emerging experience, which resulted in a deceleration of
DAC amortization. However, the deceleration of DAC amortization resulting from
these revised mortality projections was lower in 2006 than in 2005.
DAC capitalization totaled $991.2 million; this increase of $118.1 million from
the $873.1 million reported in the first nine months of 2005 primarily resulted
from higher sales of annuity products.
The $29.5 million increase in rent expense to $149.4 million in the first nine
months of 2006 was due to the $27.2 million increase in the Investment Services
segment reflecting the expansion of private client offices in the U.S., as well
as new office space in London, Hong Kong and Shanghai for AllianceBernstein
operations.
There was a $211.9 million increase in other operating costs and expenses to
$876.2 million in the first nine months of 2006, with increases of $117.4
million and $98.0 million, respectively, in the Insurance and the Investment
Services segments. The $117.4 million increase in the Insurance segment to
$505.0 million in the 2006 period was principally due to higher sub-advisory
fees at EQAT and VIP Trust due to higher average asset balances and additional
increases in administrative service fees, distribution expense allowance costs,
outsourcing expenses and miscellaneous general expenses. The Investment Services
segment increase of $98.0 million to $437.8 million primarily resulted from
increases in legal costs, market data services and data processing costs at
AllianceBernstein in the first nine months of 2006.
Premiums and Deposits. Total premiums and deposits for insurance and annuity
products for the first nine months of 2006 were $12.5 billion, a $2.2 billion
increase from the comparable 2005 period, with $2.0 billion higher first year
premiums and deposits in the first nine months of 2006 than in the prior year's
comparable period. The $181.7 million increase to $418.9 million in first year
premiums and deposits for the life products was principally due to higher sales
of variable and interest-sensitive life products in both the retail and
wholesale distribution channels partially offset by lower sales of COLI variable
life products in the retail channel. The $1.86 billion increase to $8.62 billion
in annuity products' first year premiums and deposits was due to higher sales of
variable annuity products, up $1.35 billion in the wholesale distribution
channel and $691.9 million the retail channel. First year sales of fixed annuity
product declined $178.5 million with lower sales in both distribution channels.
In July 2006,
-28-
AXA Equitable launched its Accumulator(R) '06 variable annuity products with
additional features, including a guaranteed withdrawal benefit for life.
Accumulator(R) '06 variable annuity products are currently available for new
sales in place of the prior Accumulator products in most states and will be
available in the remaining jurisdictions as applicable regulatory approvals are
received.
Surrenders and Withdrawals. Surrenders and withdrawals increased from $4.97
billion in the first nine months of 2005 to $5.83 billion for the first nine
months of 2006, with increases of $865.4 million and $15.5 million reported for
the individual annuities and traditional life product lines, partially offset by
a decline of $18.6 million in variable and interest-sensitive life surrenders
and withdrawals. The annualized annuities surrender rate increased to 8.6% in
the first nine months of 2006 from 8.3% in the first nine months of 2005.
Conversely, the individual life surrender rates decreased to 3.8% from 3.9% for
the same respective periods. The surrender and withdrawal rates described above
continue to fall within the range of expected experience.
Assets Under Management. Breakdowns of assets under management for the Company
and other AXA Financial companies follow:
ASSETS UNDER MANAGEMENT
SEPTEMBER 30,
-----------------------------------
2006 2005
--------------- ---------------
(IN MILLIONS)
Third party..................................................................... $ 593,967 $ 491,053
AXA Equitable General Account, AXA Financial Group
and its other affiliates.................................................... 55,172 54,775
Insurance Group Separate Accounts .............................................. 82,122 71,615
--------------- ---------------
Total Assets Under Management................................................... $ 731,261 $ 617,443
=============== ===============
Third party assets under management at September 30, 2006 increased $102.91
billion from the September 30, 2005 total primarily due to increases at
AllianceBernstein. The $10.51 billion increase in Insurance Group Separate
Account assets under management resulted from market appreciation and net new
deposits.
AllianceBernstein assets under management at September 30, 2006 totaled $659.28
billion as compared to $555.47 billion at September 30, 2005 as market
appreciation of $56.6 billion and net inflows across all distribution channels
totaling $48.1 billion were partially offset by the approximately $1.3 billion
reduction in client AUM during fourth quarter 2005 related to
AllianceBernstein's business dispositions in that period. Non-U.S. clients
accounted for 34.3% of the September 30, 2006 total.
LIQUIDITY AND CAPITAL RESOURCES
AXA Equitable. In the first nine months of 2006 and 2005, respectively, AXA
Equitable paid cash dividends of $300.0 million and $250.0 million.
AllianceBernstein. For the nine months ended September 30, 2006 and 2005,
respectively, cash flows included inflows of $63.2 million and $30.8 million
representing additional investments by AllianceBernstein Holding with proceeds
from the exercise of compensatory options to buy AllianceBernstein Holdings
units offset by outflows related to purchases of AllianceBernstein Holdings
units totaling $16.6 million and $6.5 million to fund obligations under deferred
compensation plans. Cash flows in the first nine months of 2006 were also
impacted by the $47.2 million additional investment by AllianceBernstein Holding
through the issuance of AllianceBernstein Holding units in exchange for
earnings-based awards made under an AllianceBernstein compensation plan. Capital
expenditures at AllianceBernstein were $75.0 million in the first nine months of
2006 compared to $59.7 million in the comparable 2005 period while purchases of
investments totaled $54.8 million in the first nine months of 2006 as compared
to $7.4 million in the year earlier period. AllianceBernstein's available cash
flow from operations totaled $1.02 billion and $452.3 million for the first nine
months of 2006 and 2005, respectively. Proceeds from the issuance of commercial
paper totaled $169.6 million in the 2006 period. Distributions paid were $774.9
million and $588.9 million for the first nine months of 2006 and 2005,
respectively.
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At September 30, 2006, AllianceBernstein had $8.1 million of short-term debt and
$173.9 million under its commercial paper program outstanding; no amount was
outstanding under its revolving credit facility at September 30, 2006. In August
2006, the $400.0 million, 5.625% Senior Notes matured and were retired using
cash flows from operations and the proceeds from the issuance of commercial
paper with a 5.4% interest rate.
In February 2006, AllianceBernstein entered into an $800.0 million five-year
revolving credit facility with a group of commercial banks and other lenders.
The revolving credit facility is intended to provide back-up liquidity for
AllianceBernstein's commercial paper program, which increased from $425 million
to $800 million in May 2006. Under the revolving credit facility, the interest
rate, at AllianceBernstein's option, is a floating rate generally based upon a
defined prime rate, a rate related to LIBOR or the Federal Funds rate. The
revolving credit facility contains covenants that, among other things, require
AllianceBernstein to meet certain financial ratios. In March 2006, SCB LLC
entered into four separate uncommitted line of credit facility agreements with
various banks, each for $100.0 million. As of September 30, 2006, no amounts
were outstanding under these credit facilities.
On May 2, 2006, AllianceBernstein purchased the remaining 50% interest in its
Hong Kong joint venture at a cost of $16.1 million net of cash acquired.
-30-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted pursuant to General Instruction H to Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as amended) as of September 30, 2006. 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.
-31-
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 10 of Notes to Consolidated Financial Statements
contained herein. Except as disclosed in Note 10 of Notes to
Consolidated Financial Statements, there have been no new
material legal proceedings and no new material developments in
legal proceedings previously reported in the 2005 Form 10-K.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors
described in Part I, Item 1A, "Risk Factors," of the 2005 Form
10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Number Description and Method of Filing
----------- --------------------------------------------------
31.1 Certification of the Registrant's Chief Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Registrant's Chief Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Registrant's Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Registrant's Chief Financial
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
-32-
Pursuant to the requirements of the Securities Exchange Act of 1934, AXA
Equitable Life Insurance Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2006 AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Stanley B. Tulin
----------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman of the Board and
Chief Financial Officer
Date: November 13, 2006 /s/ Richard S. Dziadzio
----------------------------------------
Name: Richard S. Dziadzio
Title: Executive Vice President and
Deputy Chief Financial Officer
Date: November 13, 2006 /s/ Alvin H. Fenichel
----------------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
-33-