eqh-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————————————

FORM 10-Q


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

For the quarterly period ended September 30, 2024


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

For the transition period from to

Commission File No. 001-38469

————————————————

Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)


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

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock

EQH

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A

EQH PR A

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C

EQH PR C

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2024, 313,337,413 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets, September 30, 2024 (Unaudited) and December 31, 2023	4
	Consolidated Statements of Income (Loss), Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Loss), Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	6
	Consolidated Statements of Equity, Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	8
	Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2024 and 2023 (Unaudited)	9
	Notes to Consolidated Financial Statements:
	Note 1 - Organization	11
	Note 2 - Significant Accounting Policies	11
	Note 3 - Investments	15
	Note 4 - Derivatives	28
	Note 5 - Closed Block	36

	Note 6 - DAC and Other Deferred Assets/Liabilities	37
	Note 7 - Fair Value Disclosures	39
	Note 8 - Liabilities for Future Policyholder Benefits	57
	Note 9 - Market Risk Benefits	61


	Note 10 - Policyholder Account Balances	63
	Note 11 - Employee Benefit Plans	69
	Note 12 - Income Taxes	69

	Note 13 - Equity	70
	Note 14 - Short-term and Long-term Debt	73
	Note 15 - Redeemable Noncontrolling Interest	73
	Note 16 - Commitments and Contingent Liabilities	74

	Note 17 - Business Segment Information	78
	Note 18 - Insurance Group Statutory Financial Information	81
	Note 19 - Earnings per Common Share	83


	Note 20 - Held-For-Sale	83

	Note 21 - Subsequent Events	85
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	86
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	131
Item 4.	Controls and Procedures	131

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	132
Item 1A.	Risk Factors	132
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	132
Item 3.	Defaults Upon Senior Securities	132
Item 4.	Mine Safety Disclosures	132
Item 5.	Other Information	132
Item 6.	Exhibits	133

Signatures		140

Table of Contents

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. (“Holdings”) and its consolidated subsidiaries. These forward-looking statements include, but are not limited to, statements regarding projections, estimates, forecasts and other financial and performance metrics and projections of market expectations. “We,” “us” and “our” refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.

These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of geopolitical conflicts and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, protection of confidential customer information or proprietary business information, operational failures by us or our service providers, potential strategic transactions, changes in accounting standards, and catastrophic events, such as the outbreak of pandemic diseases including COVID-19; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults by third parties and affiliates and economic downturns, defaults and other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves and experience differing from pricing expectations, amortization of deferred acquisition costs and financial models; (vii) our Asset Management segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (viii) recruitment and retention of key employees and experienced and productive financial professionals; (ix) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (x) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xi) risks related to our common stock and (xii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.

Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings’ Annual Report on Form 10-K for the year ended December 31, 2023, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q, including in the section entitled “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. You should read this Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

Other risks, uncertainties and factors, including those discussed under “Risk Factors,” in our Annual Report on Form 10-K could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in “Risk Factors” in our Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Throughout this Quarterly Report on Form 10-Q we use certain defined terms and abbreviations, which are summarized in the “Glossary” and “Acronyms” sections.

Table of Contents

Part I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Table of Contents

EQUITABLE HOLDINGS, INC.

Consolidated Balance Sheets

September 30, 2024 (Unaudited) and December 31, 2023




	September 30, 2024		December 31, 2023
	(in millions, except share data)
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $81,681 and $74,033) (allowance for credit losses of $4 and $4)	$	76,245	$	67,030
Fixed maturities, at fair value using the fair value option (1)	1,700		1,654
Mortgage loans on real estate (net of allowance for credit losses of $261 and $279) (1)	19,237		18,171

Policy loans	4,293		4,158
Other equity investments (1)	3,731		3,384
Trading securities, at fair value	2,215		1,057
Other invested assets (1)	6,825		6,719
Total investments	114,246		102,173
Cash and cash equivalents (1)	9,579		8,239
Cash and securities segregated, at fair value	547		868
Broker-dealer related receivables	1,898		1,837
Deferred policy acquisition costs	7,031		6,705
Goodwill and other intangible assets, net	5,388		5,433
Amounts due from reinsurers (allowance for credit losses of $8 and $7)	8,222		8,352


Current and deferred income taxes	1,701		2,050
Purchased market risk benefits	8,492		9,427
Other assets (1)	3,738		3,323
Assets held-for-sale	—		565
Assets for market risk benefits	740		591
Separate Accounts assets	137,407		127,251
Total Assets	$	298,989	$	276,814
LIABILITIES
Policyholders’ account balances	$	107,433	$	95,673
Liability for market risk benefits	13,197		14,612
Future policy benefits and other policyholders' liabilities	17,936		17,363
Broker-dealer related payables	1,382		1,232

Customer related payables	1,795		2,201
Amounts due to reinsurers	1,421		1,450
Short-term debt	—		254
Long-term debt	3,831		3,820


Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)	1,744		1,559
Other liabilities (1)	6,645		6,088
Liabilities held-for-sale	—		153
Separate Accounts liabilities	137,407		127,251
Total Liabilities	$	292,791	$	271,656
Redeemable noncontrolling interest (1) (2)	$	1,223	$	770
Commitments and contingent liabilities (3)
EQUITY
Equity attributable to Holdings:
Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference	$	1,562	$	1,562
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 480,869,116 and 491,003,966 shares issued, respectively; 315,465,246 and 333,877,990 shares outstanding, respectively	5		5
Additional paid-in capital	2,343		2,328
Treasury stock, at cost, 165,289,752 and 157,125,976 shares, respectively	(4,072)		(3,712)
Retained earnings	9,977		10,243
Accumulated other comprehensive income (loss)	(6,595)		(7,777)
Total equity attributable to Holdings	3,220		2,649
Noncontrolling interest	1,755		1,739
Total Equity	4,975		4,388
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	298,989	$	276,814

______________

(1) See Note 2 of the Notes to these Consolidated Financial Statements for details of balances with VIEs.

(2) See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

(3) See Note 16 of the Notes to these Consolidated Financial Statements for details of commitments and contingent liabilities.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Income (Loss)

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions, except per share data)
REVENUES
Policy charges and fee income	$	626	$	599	$	1,857	$	1,781
Premiums	313		267		870		823
Net derivative gains (losses)	(714)		615		(2,298)		(1,143)
Net investment income (loss)	1,309		1,071		3,694		3,097
Investment gains (losses), net:
Credit and intent to sell losses on available for sale debt securities and loans	(28)		(65)		(63)		(145)
Other investment gains (losses), net	(18)		(346)		(38)		(409)
Total investment gains (losses), net	(46)		(411)		(101)		(554)
Investment management and service fees	1,287		1,217		3,805		3,579
Other income	301		266		989		775
Total revenues	3,076		3,624		8,816		8,358

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	663		693		2,007		2,107
Remeasurement of liability for future policy benefits	16		49		9		46
Change in market risk benefits and purchased market risk benefits	79		(817)		(1,154)		(1,772)
Interest credited to policyholders’ account balances	708		556		1,879		1,520
Compensation and benefits	571		593		1,768		1,742
Commissions and distribution-related payments	485		405		1,385		1,178
Interest expense	55		55		174		171
Amortization of deferred policy acquisition costs	184		165		525		472
Other operating costs and expenses	329		450		1,309		1,339
Total benefits and other deductions	3,090		2,149		7,902		6,803
Income (loss) from continuing operations, before income taxes	(14)		1,475		914		1,555
Income tax (expense) benefit	40		(340)		(106)		677
Net income (loss)	26		1,135		808		2,232
Less: Net income (loss) attributable to the noncontrolling interest (1)	160		71		400		232
Net income (loss) attributable to Holdings	(134)		1,064		408		2,000
Less: Preferred stock dividends	14		14		54		54
Net income (loss) available to Holdings’ common shareholders	$	(148)	$	1,050	$	354	$	1,946

EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic	$	(0.47)	$	3.03	$	1.09	$	5.49
Diluted	$	(0.47)	$	3.02	$	1.08	$	5.47
Weighted average common shares outstanding (in millions):
Basic	318.2		346.4		324.2		354.4
Diluted	318.2		348.0		327.7		355.9

______________

(1) Includes redeemable noncontrolling interest. See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$	26	$	1,135	$	808	$	2,232
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	2,255		(1,766)		1,334		(764)
Change in market risk benefits - instrument-specific credit risk	(5)		(1,086)		(133)		(235)
Change in liability for future policy benefits - current discount rate	(223)		195		(58)		157
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	11		6		29		35
Foreign currency translation adjustment	20		(16)		17		(5)
Total other comprehensive income (loss), net of income taxes	2,058		(2,667)		1,189		(812)
Comprehensive income (loss)	2,084		(1,532)		1,997		1,420
Less: Comprehensive income (loss) attributable to the noncontrolling interest	168		64		407		230
Comprehensive income (loss) attributable to Holdings	$	1,916	$	(1,596)	$	1,590	$	1,190

See Notes to Consolidated Financial Statements (Unaudited).

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Equity

For the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Three Months Ended September 30,
	Equity Attributable to Holdings
	Preferred Stock and Additional Paid-In Capital		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Holdings Equity		Non-controlling Interest		Total Equity
			(in millions)
Balance, beginning of period	$	1,562	$	5	$	2,337	$	(3,932)	$	10,317	$	(8,645)	$	1,644	$	1,741	$	3,385
Stock compensation	—		—		18		5		—		—		23		6		29
Purchase of treasury stock	—		—		7		(261)		—		—		(254)		—		(254)
Reissuance of treasury stock	—		—		—		—		2		—		2		—		2
Retirement of common stock	—		—		—		116		(116)		—		—		—		—
Purchase of AB Holding units	—		—		(12)		—		—		—		(12)		(44)		(56)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(89)		(89)

Dividends on common stock (cash dividends declared per common share of $0.24)	—		—		—		—		(76)		—		(76)		—		(76)

Dividends on preferred stock	—		—		—		—		(14)		—		(14)		—		(14)
Net income (loss)	—		—		—		—		(134)		—		(134)		134		—
Other comprehensive income (loss)	—		—		—		—		—		2,050		2,050		8		2,058
Other	—		—		(7)		—		(2)		—		(9)		(1)		(10)
September 30, 2024	$	1,562	$	5	$	2,343	$	(4,072)	$	9,977	$	(6,595)	$	3,220	$	1,755	$	4,975


Balance, beginning of period	$	1,562	$	4	$	2,297	$	(3,493)	$	10,325	$	(7,142)	$	3,553	$	1,707	$	5,260
Stock compensation	—		—		14		(2)		—		—		12		4		16
Purchase of treasury stock	—		(1)		(4)		(233)		—		—		(238)		—		(238)
Reissuance of treasury stock	—		—		—		—		1		—		1		—		1
Retirement of common stock	—		—		—		136		(136)		—		—		—		—
Purchase of AB Holding units	—		—		—		—		—		—		—		(52)		(52)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(78)		(78)

Dividends on common stock (cash dividends declared per common share of $0.22)	—		—		—		—		(77)		—		(77)		—		(77)
Dividends on preferred stock	—		—		—		—		(14)		—		(14)		—		(14)


Net income (loss)	—		—		—		—		1,064		—		1,064		65		1,129

Other comprehensive income (loss)	—		—		—		—		—		(2,660)		(2,660)		(7)		(2,667)
Other	—		—		1		—				—		1				1
September 30, 2023	$	1,562	$	3	$	2,308	$	(3,592)	$	11,163	$	(9,802)	$	1,642	$	1,639	$	3,281

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Equity

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Nine Months Ended September 30,
	Equity Attributable to Holdings
	Preferred Stock and Additional Paid-In Capital		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Holdings Equity		Non-controlling Interest		Total Equity
	(in millions)
Balance, beginning of period	$	1,562	$	5	$	2,328	$	(3,712)	$	10,243	$	(7,777)	$	2,649	$	1,739	$	4,388

Stock compensation	—		—		50		22		—		—		72		27		99
Purchase of treasury stock	—		—		5		(759)		—		—		(754)		—		(754)
Reissuance of treasury stock	—		—		—		—		(15)		—		(15)		—		(15)
Retirement of common stock	—		—		—		377		(377)		—		—		—		—
Purchase of AB Holding units	—		—		(12)		—		—		—		(12)		(78)		(90)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(278)		(278)

Dividends on common stock (cash dividends declared per common share of $0.70)	—		—		—		—		(227)		—		(227)		—		(227)
Dividends on preferred stock	—		—		—		—		(54)		—		(54)		—		(54)

Net income (loss)	—		—		—		—		408		—		408		340		748
Other comprehensive income (loss)	—		—		—		—		—		1,182		1,182		7		1,189
Other	—		—		(28)		—		(1)		—		(29)		(2)		(31)
September 30, 2024	$	1,562	$	5	$	2,343	$	(4,072)	$	9,977	$	(6,595)	$	3,220	$	1,755	$	4,975


Balance, beginning of period	$	1,562	$	4	$	2,299	$	(3,297)	$	9,825	$	(8,992)	$	1,401	$	1,740	$	3,141
Stock compensation	—		—		40		20		—		—		60		19		79
Purchase of treasury stock	—		(1)		(7)		(670)		—		—		(678)		—		(678)
Reissuance of treasury stock	—		—		—		—		(26)		—		(26)		—		(26)
Retirement of common stock	—		—		—		355		(355)		—		—		—		—
Purchase of AB Holding units	—		—		—		—		—		—		—		(71)		(71)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(252)		(252)

Dividends on common stock (cash dividends declared per common share of $0.64)	—		—		—		—		(227)		—		(227)		—		(227)
Dividends on preferred stock	—		—		—		—		(54)		—		(54)		—		(54)

Net income (loss)	—		—		—		—		2,000		—		2,000		208		2,208
Other comprehensive income (loss)	—		—		—		—		—		(810)		(810)		(2)		(812)
Other	—		—		(24)		—		—		—		(24)		(3)		(27)
September 30, 2023	$	1,562	$	3	$	2,308	$	(3,592)	$	11,163	$	(9,802)	$	1,642	$	1,639	$	3,281

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Nine Months Ended September 30,
	2024		2023
	(in millions)
Cash flows from operating activities:
Net income (loss)	$	808	$	2,232
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	1,879		1,520
Policy charges and fee income	(1,857)		(1,781)
Net derivative (gains) losses	2,298		1,143
Credit and intent to sell losses on available for sale debt securities and loans	63		145
Investment (gains) losses, net	38		409
(Gains) losses on businesses held-for-sale	(135)		3
Realized and unrealized (gains) losses on trading securities	(114)		(17)
Non-cash long term incentive compensation expense	78		59
Amortization and depreciation	640		576
Remeasurement of liability for future policy benefits	9		46
Change in market risk benefits	(1,154)		(1,772)
Equity (income) loss from limited partnerships	(94)		(81)
Changes in:
Net broker-dealer and customer related receivables/payables	(505)		(996)
Reinsurance recoverable	(612)		(1,106)
Segregated cash and securities, net	321		595
Capitalization of deferred policy acquisition costs	(852)		(702)
Future policy benefits	359		196
Current and deferred income taxes	181		(868)
Other, net	255		584
Net cash provided by (used in) operating activities	$	1,606	$	184

Cash flows from investing activities:
Proceeds from the sale/maturity/pre-payment of:
Fixed maturities, available-for-sale	$	7,668	$	7,978
Fixed maturities, at fair value using the fair value option	630		323
Mortgage loans on real estate	1,010		353
Trading account securities	998		665

Short term investments	757		2,704
Other	488		631
Payment for the purchase/origination of:
Fixed maturities, available-for-sale	(14,781)		(9,753)
Fixed maturities, at fair value using the fair value option	(663)		(417)
Mortgage loans on real estate	(2,124)		(1,567)
Trading account securities	(2,074)		(994)
Short term investments	(389)		(2,410)
Other	(66)		(816)


Cash settlements related to derivative instruments, net	(1,974)		(1,702)

Investment in capitalized software, leasehold improvements and EDP equipment	(127)		(82)
Other, net	328		121
Net cash provided by (used in) investing activities	$	(10,319)	$	(4,966)

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2024 and 2023 (Unaudited)


	Nine Months Ended September 30,
	2024		2023
	(in millions)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits	$	13,856	$	12,690
Withdrawals	(7,700)		(6,729)
Transfers (to) from Separate Accounts	1,280		974
Payments of market risk benefits	(545)		(559)
Repayment of short-term financings	(254)		(759)
Change in collateralized pledged assets	(61)		(127)
Change in collateralized pledged liabilities	4,703		1,232
(Decrease) increase in overdrafts payable	—		3

Issuance of long-term debt	—		497
Repayment of long term debt	(565)		—

Proceeds from collateralized loan obligations	—		40
Proceeds from notes issued by consolidated VIEs	169		362
Dividends paid on common stock	(227)		(227)
Dividends paid on preferred stock	(54)		(54)
Issuance of preferred stock	—		—
Purchase of AllianceBernstein Units	(12)		—
Purchase of AB Holding Units to fund long-term incentive compensation plan awards, net	(78)		(71)
Purchase of treasury shares	(754)		(678)
Purchases (redemptions) of noncontrolling interests of consolidated company-sponsored investment funds	399		161
Distribution to noncontrolling interest of consolidated subsidiaries	(278)		(252)
Change in securities lending	11		113
Other, net	2		(3)
Net cash provided by (used in) financing activities	$	9,892	$	6,613

Effect of exchange rate changes on cash and cash equivalents	$	8	$	(2)
Change in cash and cash equivalents	1,187		1,829
Cash and cash equivalents, beginning of period	8,239		4,281
Change in cash of businesses held-for-sale	153		(14)
Cash and cash equivalents, end of period	$	9,579	$	6,096





Non-cash transactions from investing and financing activities:
Securities received in exchange for the 2029 Notes (1)	$	547	$	—
Right-of-use assets obtained in exchange for lease obligations	$	231	$	48

______________

(1) See Note 16 of the Notes to these Consolidated Financial Statements for details of the 2029 Trust Eligible Assets received in exchange for the 2029 Notes.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited)

1) ORGANIZATION

Equitable Holdings, Inc. is the holding company for a diversified financial services organization. The Company conducts operations in six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. The Company’s management evaluates the performance of each of these segments independently. Effective April 1, 2024, the Company renamed its Investment Management and Research segment to Asset Management following the close of the previously announced joint venture between AllianceBernstein and Societe Generale to create Bernstein, an equity research provider and cash equity trading partner for institutional investors. Following the close of the transaction, Bernstein research business results are no longer consolidated within the financial results for AllianceBernstein and Equitable Holdings, Inc.

•The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.

•The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.

•The Asset Management segment provides diversified investment management and related services globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth. The Asset Management segment reflects the business of AB Holding and ABLP and their subsidiaries (collectively, AB).

•The Protection Solutions segment includes the Company’s life insurance and group employee benefits (“EB”) businesses. The life insurance business offers a variety of VUL, IUL and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group EB business offers a suite of life, short- and long-term disability, dental and vision insurance products to small and medium-size businesses across the United States.

•The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.

•The Legacy segment consists of our capital intensive fixed-rate GMxB business written prior to 2011.

The Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes certain of our financing and investment expenses. It also includes closed block of life insurance (the “Closed Block”), run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and corporate expense. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.

As of September 30, 2024 and December 31, 2023, the Company’s economic interest in AB was approximately 62% and 61%, respectively. The General Partner of AB is a wholly owned subsidiary of the Company. Because the General Partner has the authority to manage and control the business of AB, AB is consolidated in the Company’s financial statements for all periods presented.

2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023.

The accompanying unaudited consolidated financial statements present the consolidated results of operations, financial condition, and cash flows of the Company and its subsidiaries and those investment companies, partnerships and joint ventures in which the Company has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.

All significant intercompany transactions and balances have been eliminated in consolidation. The terms “third quarter 2024” and “third quarter 2023” refer to the three months ended September 30, 2024 and 2023, respectively. The terms “first nine months of 2024” and “first nine months of 2023” refer to the nine months ended September 30, 2024 and 2023, respectively.

Future Adoption of New Accounting Pronouncements


Description	Effective Date and Method of Adoption	Effect on the Financial Statement or Other Significant Matters
ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements.	The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. A calendar year public entity will adopt the ASU for its 2024 Form 10-K. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so.	The adoption of ASU 2023-07 is not expected to materially impact the Company’s financial position, results of operation, or cash flows.
ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures
The ASU enhanced existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by(2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.	The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis.	The adoption of ASU 2023-09 is not expected to materially impact the Company’s financial position, results of operation, or cash flows.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


Description	Effective Date and Method of Adoption	Effect on the Financial Statement or Other Significant Matters
SEC Release Nos. 33-11275; 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors
The SEC adopted rules requiring registrants to disclose climate-related information in registration statements and annual reports. The new rules include disclosure of material climate-related risks, including descriptions of board oversight and risk management activities. the material impacts of these risks on a registrant’s strategy, business model and outlook and any material climate-related targets or goals. In addition, registrants will need to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. In April 2024, citing litigation challenging the rules that commenced immediately after they were issued, the SEC issued an order staying applicability of the rules while judicial review proceeds.	Financial statement and all other disclosures are required at the beginning of the fiscal year 2025 with disclosures about material expenditure and impact required at the beginning of the fiscal year 2026. Disclosures are provided prospectively upon adoption. Scope 1 and Scope 2 greenhouse gas emissions are required in 2026 with limited assurance in 2029 and reasonable assurance in 2033. Disclosures are provided prospectively upon adoption.	The Company is currently assessing the additional required disclosures under the SEC Release. Management is evaluating the impact of the adoption of this guidance will have on the Company’s consolidated financial statements.

Accounting and Consolidation of VIEs

For all new investment products and entities developed by the Company, the Company first determines whether the entity is a VIE, which involves determining an entity’s variability and variable interests, identifying the holders of the equity investment at risk and assessing the five characteristics of a VIE. Once an entity is determined to be a VIE, the Company then determines whether it is the primary beneficiary of the VIE based on its beneficial interests. If the Company is deemed to be the primary beneficiary of the VIE, the Company consolidates the entity.

Quarterly, management of the Company reviews its investment management agreements and its investments in, and other financial arrangements with, certain entities that hold client AUM to determine the entities the Company is required to consolidate under this guidance. These entities include certain mutual fund products, hedge funds, structured products, group trusts, collective investment trusts, and limited partnerships.

The analysis performed to identify variable interests held, determine whether entities are VIEs or VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the exercise of judgment and is updated on a continuous basis as circumstances change or new entities are developed. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, including consideration of economic interests in the VIE held directly and indirectly through related parties and entities under common control, as well as quantitatively, as appropriate.

Consolidated VIEs

Consolidated CLOs

The Company is the investment manager of certain asset-backed investment vehicles, commonly referred to as CLOs, and certain other vehicles for which the Company earns fee income for investment management services. The Company may sell or syndicate investments through these vehicles, principally as part of the strategic investing activity as part of its investment management businesses. Additionally, the Company may invest in securities issued by these vehicles which are eliminated in consolidation of the CLOs.

As of September 30, 2024 and December 31, 2023, respectively, Equitable Financial holds $112 million and $113 million of equity interests in the CLOs. The Company consolidated the CLOs as of September 30, 2024 and December 31, 2023 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the CLO’s loan manager. The assets of the CLOs are legally isolated from the Company’s creditors and can only be used to settle obligations of the CLOs. The liabilities of the CLOs are non-recourse to the Company and the Company has no obligation to satisfy the liabilities of the CLOs. As of September 30, 2024, Equitable Financial holds $25 million of equity interests in a SPE established to purchase loans from the market in anticipation of a new CLO transaction. The Company consolidated the SPE as of September 30, 2024 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the SPE loan manager.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Resulting from this consolidation in the Company’s consolidated balance sheets are fixed maturities, at fair value using the fair value option with total assets of $1.7 billion and $1.7 billion notes issued by consolidated VIEs, at fair value using the fair value option with total liabilities of $1.7 billion and $1.6 billion at September 30, 2024 and December 31, 2023, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is $1.6 billion and $1.6 billion at September 30, 2024 and December 31, 2023.

Consolidated Limited Partnerships and LLCs

As of September 30, 2024 and December 31, 2023 the Company consolidated limited partnerships and LLCs for which it was identified as the primary beneficiary under the VIE model. Included in other invested assets, mortgage loans on real estate, other equity investments, trading securities, cash and other liabilities in the Company’s consolidated balance sheets at September 30, 2024 and December 31, 2023 are total net assets of $3.3 billion and $1.8 billion, respectively related to these VIEs.

Consolidated AB-Sponsored Investment Funds

Included in the Company’s consolidated balance sheets as of September 30, 2024 and December 31, 2023 are assets of $221 million and $309 million, liabilities of $4 million and $10 million, and redeemable noncontrolling interests of $121 million and $203 million, respectively, associated with the consolidation of AB-sponsored investment funds under the VIE model. Also included in the Company’s consolidated balance sheets as of September 30, 2024 and December 31, 2023 are assets of $57 million and $121 million, liabilities of $1 million and $3 million, and redeemable noncontrolling interests of $6 million and $7 million, respectively, from consolidation of AB-sponsored investment funds under the VOE model.

Non-Consolidated VIEs

As of September 30, 2024 and December 31, 2023 respectively, the Company held approximately $3.1 billion and $2.6 billion of investment assets in the form of equity interests issued by non-corporate legal entities determined under the guidance to be VIEs, such as limited partnerships and limited liability companies, including CLOs, hedge funds, private equity funds and real estate-related funds. The Company continues to reflect these equity interests in the consolidated balance sheets as other equity investments and applies the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately $343.0 billion and $268.6 billion as of September 30, 2024 and December 31, 2023 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $3.1 billion and $2.6 billion and approximately $1.2 billion and $1.3 billion of unfunded commitments as of September 30, 2024 and December 31, 2023, respectively. The Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.

Non-Consolidated AB-Sponsored Investment Products

As of September 30, 2024 and December 31, 2023, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately $74.0 billion and $54.6 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $18 million and $10 million as of September 30, 2024 and December 31, 2023, respectively. The Company has no further commitments to or economic interest in these VIEs.

Assumption Updates and Model Changes

The Company conducts its annual review of its assumptions and models during the third quarter of each year. The annual review encompasses assumptions underlying the valuation of MRB, liabilities for future policyholder benefits and additional liability update.

However, the Company updates its assumptions as needed in the event it becomes aware of economic conditions or events that could require a change in assumptions that it believes may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact its earnings in the period of the change.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Impact of Assumption Updates

The net impact of assumption changes during the three and nine months ended September 30, 2024 increased other income by $21 million, increased remeasurement of liability for future policy benefits by $18 million, decreased policy benefits by $8 million, and decreased the change in MRB and purchased MRB by $9 million. This resulted in a increase in income (loss) from operations, before income taxes of $20 million and increased net income (loss) by $16 million.

The net impact of this assumption update during the three and nine months ended September 30, 2023 decreased other income by $9 million, increased remeasurement of liability for future policy benefits by $51 million, decreased policyholders’ benefits by $2 million and decreased change in MRB and purchased MRB by $53 million. This resulted in a decrease in income (loss) from operations, before income taxes of $5 million and decreased net income (loss) by $4 million.

Model Changes

There were no material model changes in the first nine months of 2024 and 2023.

3) INVESTMENTS

Fixed Maturities AFS

The components of fair value and amortized cost for fixed maturities classified as AFS on the consolidated balance sheets excludes accrued interest receivable because the Company elected to present accrued interest receivable within other assets. Accrued interest receivable on AFS fixed maturities as of September 30, 2024 and December 31, 2023 was $684 million and $626 million, respectively. There was no accrued interest written off for AFS fixed maturities for the three and nine months ended September 30, 2024 and 2023.

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

AFS Fixed Maturities by Classification


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
September 30, 2024
Fixed Maturities:
Corporate (1)	$	53,453	$	4	$	705	$	4,630	$	49,524
U.S. Treasury, government and agency	5,795		—		3		1,082		4,716
States and political subdivisions	472		—		5		69		408
Foreign governments	703		—		4		100		607
Residential mortgage-backed (2)	3,934		—		51		97		3,888
Asset-backed (3)	13,290		—		142		45		13,387
Commercial mortgage-backed	3,978		—		14		337		3,655
Redeemable preferred stock	56		—		4		—		60
Total at September 30, 2024	$	81,681	$	4	$	928	$	6,360	$	76,245

December 31, 2023:
Fixed Maturities:
Corporate (1)	$	49,786	$	4	$	320	$	5,360	$	44,742
U.S. Treasury, government and agency	5,735		—		2		1,106		4,631
States and political subdivisions	614		—		9		74		549
Foreign governments	719		—		3		111		611
Residential mortgage-backed (2)	2,470		—		18		133		2,355
Asset-backed (3)	11,058		—		52		109		11,001
Commercial mortgage-backed	3,595		—		2		515		3,082

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
Redeemable preferred stock	56		—		3		—		59
Total at December 31, 2023	$	74,033	$	4	$	409	$	7,408	$	67,030

______________

(1)Corporate fixed maturities include both public and private issues.

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

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

The contractual maturities of AFS fixed maturities as of September 30, 2024 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or pre-pay obligations with or without call or pre-payment penalties.

Contractual Maturities of AFS Fixed Maturities


	Amortized Cost (Less Allowance for Credit Losses)		Fair Value
	(in millions)
September 30, 2024
Contractual maturities:
Due in one year or less	$	2,458	$	2,436
Due in years two through five	14,437		14,260
Due in years six through ten	18,983		18,566
Due after ten years	24,541		19,993
Subtotal	60,419		55,255
Residential mortgage-backed	3,934		3,888
Asset-backed	13,290		13,387
Commercial mortgage-backed	3,978		3,655
Redeemable preferred stock	56		60
Total at September 30, 2024	$	81,677	$	76,245

The following table shows proceeds from sales, gross gains (losses) from sales and allowance for credit losses for AFS fixed maturities:

Proceeds from Sales, Gross Gains (Losses) from Sales and Allowance for Credit and Intent to Sell Losses for AFS Fixed Maturities


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Proceeds from sales	$	461	$	2,524	$	2,236	$	5,579
Gross gains on sales	$	2	$	1	$	7	$	8
Gross losses on sales	$	(27)	$	(348)	$	(54)	$	(417)

Net (increase) decrease in Allowance for Credit and Intent to Sell losses	$	(2)	$	(1)	$	(7)	$	(64)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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

AFS Fixed Maturities - Credit and Intent to Sell Loss Impairments


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	50	$	44	$	48	$	36
Previously recognized impairments on securities that matured, paid, prepaid or sold	3		(1)		(5)		(58)
Recognized impairments on securities impaired to fair value this period (1) (2)	—		—		—		52
Credit losses recognized this period on securities for which credit losses were not previously recognized	(1)		1		5		10
Additional credit losses this period on securities previously impaired	(2)		—		2		4


Balance, end of period	$	50	$	44	$	50	$	44

______________

(1)Represents circumstances where the Company determined in the current period that it intends to sell the security, or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

(2)Amounts reflected for the nine months ended September 30, 2023 represent AFS fixed maturities in an unrealized loss position, which the Company intended to sell in anticipation of Equitable Financial’s ordinary dividend to Holdings.

The tables below present a roll-forward of net unrealized investment gains (losses) recognized in AOCI:

Net Unrealized Gains (Losses) on AFS Fixed Maturities


	Three Months Ended September 30, 2024
	Net Unrealized Gains (Losses) on Investments		Policyholders’ Liabilities		Deferred Income Tax Asset (Liability) (1)		AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses) (1)
	(in millions)
Balance, beginning of period	$	(8,214)	$	67	$	471	$	(7,676)
Net investment gains (losses) arising during the period	2,759		—		—		2,759
Reclassification adjustment:
Included in net income (loss)	28		—		—		28
Excluded from net income (loss)	—		—		—		—
Other	—		—		120		120
Impact of net unrealized investment gains (losses)	—		(17)		(582)		(599)
Net unrealized investment gains (losses) excluding credit losses	(5,427)		50		9		(5,368)
Net unrealized investment gains (losses) with credit losses	(5)		—		1		(4)
Balance, end of period	$	(5,432)	$	50	$	10	$	(5,372)

	Three Months Ended September 30, 2023


Balance, beginning of period	$	(8,641)	$	36	$	441	$	(8,164)
Net investment gains (losses) arising during the period	(2,575)		—		—		(2,575)
Reclassification adjustment:
Included in net income (loss)	348		—		—		348
Excluded from net income (loss)	—		—		—		—
Other	—		—		(68)		(68)
Impact of net unrealized investment gains (losses)	—		38		460		498
Net unrealized investment gains (losses) excluding credit losses	(10,868)		74		833		(9,961)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2024
	Net Unrealized Gains (Losses) on Investments		Policyholders’ Liabilities		Deferred Income Tax Asset (Liability) (1)		AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses) (1)
	(in millions)
Net unrealized investment gains (losses) with credit losses	1		—		—		1
Balance, end of period	$	(10,867)	$	74	$	833	$	(9,960)


	Nine Months Ended September 30, 2024
	Net Unrealized Gains (Losses) on Investments		Policyholders’ Liabilities		Deferred Income Tax Asset (Liability) (1)		AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses) (1)
	(in millions)
Balance, beginning of period	$	(6,999)	$	50	$	226	$	(6,723)
Net investment gains (losses) arising during the period	1,521		—		—		1,521
Reclassification adjustment:
Included in net income (loss)	54		—		—		54

Other	—		—		113		113
Impact of net unrealized investment gains (losses)	—		—		(331)		(331)
Net unrealized investment gains (losses) excluding credit losses	(5,424)		50		8		(5,366)
Net unrealized investment gains (losses) with credit losses	(8)		—		2		(6)
Balance, end of period	$	(5,432)	$	50	$	10	$	(5,372)

	Nine Months Ended September 30, 2023
Balance, beginning of period	$	(9,606)	$	41	$	440	$	(9,125)
Net investment gains (losses) arising during the period	(1,730)		—		—		(1,730)
Reclassification adjustment:
Included in net income (loss)	474		—		—		474

Other	—		—		135		135
Impact of net unrealized investment gains (losses)	—		33		257		290
Net unrealized investment gains (losses) excluding credit losses	(10,862)		74		832		(9,956)
Net unrealized investment gains (losses) with credit losses	(5)		—		1		(4)
Balance, end of period	$	(10,867)	$	74	$	833	$	(9,960)

_____________

(1)Certain balances were revised from previously filed financial statements.

The following tables disclose the fair values and gross unrealized losses of the 3,635 issues as of September 30, 2024 and the 4,402 issues as of December 31, 2023 that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

AFS Fixed Maturities in an Unrealized Loss Position for Which No Allowance Is Recorded


	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
September 30, 2024
Fixed Maturities:
Corporate	$	2,007	$	66	$	29,946	$	4,555	$	31,953	$	4,621
U.S. Treasury, government and agency	53		—		4,527		1,082		4,580		1,082
States and political subdivisions	—		—		289		69		289		69
Foreign governments	10		1		503		99		513		100
Residential mortgage-backed	357		1		904		96		1,261		97
Asset-backed	479		1		830		44		1,309		45
Commercial mortgage-backed	134		7		2,931		330		3,065		337

Total at September 30, 2024	$	3,040	$	76	$	39,930	$	6,275	$	42,970	$	6,351

December 31, 2023:
Fixed Maturities:
Corporate	$	2,228	$	126	$	33,135	$	5,231	$	35,363	$	5,357
U.S. Treasury, government and agency	111		2		4,447		1,104		4,558		1,106
States and political subdivisions	10		—		300		74		310		74
Foreign governments	15		2		517		109		532		111
Residential mortgage-backed	210		2		1,044		131		1,254		133
Asset-backed	528		1		5,522		108		6,050		109
Commercial mortgage-backed	92		11		2,856		504		2,948		515

Total at December 31, 2023	$	3,194	$	144	$	47,821	$	7,261	$	51,015	$	7,405

The Company maintains a diversified portfolio of corporate securities across industries and issuers and does not have exposure to any single issuer in excess of 0.8% of total corporate securities. The largest exposures to a single issuer of corporate securities held as of September 30, 2024 and December 31, 2023 were $400 million and $360 million, respectively, representing 8.0% and 8.2% of the consolidated equity of the Company.

Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the NAIC Designation (as defined below) of 3 (medium investment grade), 4 or 5 (below investment grade) or 6 (in or near default). As of September 30, 2024 and December 31, 2023, respectively, approximately $2.0 billion and $2.6 billion, or 2.4% and 3.5%, of the $81.7 billion and $74.0 billion aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had gross unrealized losses of $58 million and $101 million as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, respectively, the $6.3 billion and $7.3 billion of gross unrealized losses of twelve months or more were primarily concentrated in corporate securities. In accordance with the policy described in Note 2 of the Notes to these Consolidated Financial Statements, the Company concluded that an adjustment to the allowance for credit losses for these securities was not warranted at either September 30, 2024 or December 31, 2023. As of September 30, 2024 and December 31, 2023, the Company did not intend to sell the securities nor was it more likely than not be required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.

Based on the Company’s evaluation both qualitatively and quantitatively of the drivers of the decline in fair value of fixed maturity securities as of September 30, 2024, the Company determined that the unrealized loss was primarily due to increases in interest rates and credit spreads.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Securities Lending

Beginning in 2023, the Company entered into securities lending agreements with an agent bank whereby blocks of securities are loaned to third parties, primarily major brokerage firms. As of September 30, 2024 and December 31, 2023, the estimated fair value of loaned securities was $124 million and $113 million. The agreements require a minimum of 102% of the fair value of the loaned securities to be held as cash collateral, calculated daily. To further minimize the credit risks related to these programs, the financial condition of counterparties is monitored on a regular basis. As of September 30, 2024 and December 31, 2023, cash collateral received in the amount of $127 million and $116 million, was invested by the agent bank. A securities lending payable for the overnight and continuous loans is included in other liabilities in the amount of cash collateral received. Securities lending transactions are used to generate income. Income and expenses associated with these transactions are reported as Net investment income and were not material for September 30, 2024 and December 31, 2023.

Mortgage Loans on Real Estate

In September 2023, the Company began investing in residential mortgage loans. Accrued interest receivable on commercial, agricultural and residential mortgage loans as of September 30, 2024 and December 31, 2023 was $93 million and $82 million, respectively. There was no accrued interest written off for commercial, agricultural and residential mortgage loans for the nine months ended September 30, 2024 and 2023.

As of September 30, 2024, the Company foreclosed on one commercial mortgage loan that had an amortized cost of $108 million and an associated allowance of $54 million, that it re-acquired as wholly owned real estate with a cost of $56 million. As of September 30, 2024 and December 31, 2023, there were no other mortgage loans for which foreclosure was probable.

Allowance for Credit Losses on Mortgage Loans

The change in the allowance for credit losses for commercial, agricultural and residential mortgage loans were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Allowance for credit losses on mortgage loans:
Commercial mortgages:
Balance, beginning of period	$	222	$	140	$	272	$	123
Current-period provision for expected credit losses	22		63		47		80
Write-offs charged against the allowance	—		—		(75)		—
Recoveries of amounts previously written off	—		—		—		—
Net change in allowance	22		63		(28)		80
Balance, end of period	$	244	$	203	$	244	$	203

Agricultural mortgages:
Balance, beginning of period	$	9	$	5	$	6	$	6
Current-period provision for expected credit losses	4		1		7		—
Write-offs charged against the allowance	—		—		—		—
Recoveries of amounts previously written off	—		—		—		—
Net change in allowance	4		1		7		—
Balance, end of period	$	13	$	6	$	13	$	6

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Residential mortgages:
Balance, beginning of period	$	3	$	—	$	1	$	—
Current-period provision for expected credit losses	1		—		3		—
Write-offs charged against the allowance	—		—		—		—
Recoveries of amounts previously written off	—		—		—		—
Net change in allowance	1		—		3		—
Balance, end of period	$	4	$	—	$	4	$	—

Total allowance for credit losses	$	261	$	209	$	261	$	209

The change in the allowance for credit losses is attributable to:

•increases/decreases in the loan balance due to new originations, maturing mortgages, and loan amortization; and

•changes in credit quality and economic assumptions.

Credit Quality Information

The Company’s commercial and agricultural mortgage loans segregated by risk rating exposure were as follows:

Loan to Value (“LTV”) Ratios (1) (3)


	September 30, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50%	$	—	$	285	$	135	$	157	$	131	$	1,499	$	—	$	—	$	2,207
50% - 70%	741		989		1,426		632		457		2,144		397		407		7,193
70% - 90%	41		237		1,062		1,148		622		1,209		89		—		4,408
90% plus	—		—		467		158		85		1,287		—		—		1,997
Total commercial	$	782	$	1,511	$	3,090	$	2,095	$	1,295	$	6,139	$	486	$	407	$	15,805

Agricultural:
0% - 50%	$	33	$	102	$	164	$	191	$	251	$	898	$	—	$	—	$	1,639
50% - 70%	136		57		134		143		164		295		—		—		929
70% - 90%	—		—		—		—		—		16		—		—		16
90% plus	—		—		—		—		—		—		—		—		—
Total agricultural	$	169	$	159	$	298	$	334	$	415	$	1,209	$	—	$	—	$	2,584

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	September 30, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Total commercial and agricultural mortgage loans:
0% - 50%	$	33	$	387	$	299	$	348	$	382	$	2,397	$	—	$	—	$	3,846
50% - 70%	877		1,046		1,560		775		621		2,439		397		407		8,122
70% - 90%	41		237		1,062		1,148		622		1,225		89		—		4,424
90% plus	—		—		467		158		85		1,287		—		—		1,997
Total commercial and agricultural mortgage loans	$	951	$	1,670	$	3,388	$	2,429	$	1,710	$	7,348	$	486	$	407	$	18,389

Debt Service Coverage (“DSC”) Ratios (2) (3)


	September 30, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x	$	23	$	175	$	646	$	1,222	$	917	$	3,440	$	—	$	—	$	6,423
1.8x to 2.0x	103		—		50		208		378		508		170		278		1,695
1.5x to 1.8x	87		141		733		146		—		1,019		31		92		2,249
1.2x to 1.5x	421		648		1,124		429		—		556		—		—		3,178
1.0x to 1.2x	148		538		366		56		—		479		285		37		1,909
Less than 1.0x	—		9		171		34		—		137		—		—		351
Total commercial	$	782	$	1,511	$	3,090	$	2,095	$	1,295	$	6,139	$	486	$	407	$	15,805

Agricultural:
Greater than 2.0x	$	10	$	7	$	42	$	34	$	58	$	179	$	—	$	—	$	330
1.8x to 2.0x	12		17		24		54		29		81		—		—		217
1.5x to 1.8x	50		11		49		27		120		180		—		—		437
1.2x to 1.5x	32		46		95		139		142		425		—		—		879
1.0x to 1.2x	48		46		64		69		58		313		—		—		598
Less than 1.0x	17		32		24		11		8		31		—		—		123
Total agricultural	$	169	$	159	$	298	$	334	$	415	$	1,209	$	—	$	—	$	2,584

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	September 30, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Total commercial and agricultural mortgage loans:
Greater than 2.0x	$	33	$	182	$	688	$	1,256	$	975	$	3,619	$	—	$	—	$	6,753
1.8x to 2.0x	115		17		74		262		407		589		170		278		1,912
1.5x to 1.8x	137		152		782		173		120		1,199		31		92		2,686
1.2x to 1.5x	453		694		1,219		568		142		981		—		—		4,057
1.0x to 1.2x	196		584		430		125		58		792		285		37		2,507
Less than 1.0x	17		41		195		45		8		168		—		—		474
Total commercial and agricultural mortgage loans	$	951	$	1,670	$	3,388	$	2,429	$	1,710	$	7,348	$	486	$	407	$	18,389

______________

(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.

(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.

(3)Residential mortgage loans are excluded from the above tables.

LTV Ratios (1) (3)


	December 31, 2023
	Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50%	$	249	$	164	$	129	$	35	$	—	$	1,557	$	—	$	—	$	2,134
50% - 70%	924		1,916		671		750		299		2,319		463		96		7,438
70% - 90%	308		1,197		1,236		523		245		1,384		37		35		4,965
90% plus	—		—		66		54		92		858		—		—		1,070
Total commercial	$	1,481	$	3,277	$	2,102	$	1,362	$	636	$	6,118	$	500	$	131	$	15,607

Agricultural:
0% - 50%	$	102	$	162	$	191	$	235	$	132	$	802	$	—	$	—	$	1,624
50% - 70%	60		146		152		201		58		288		—		—		905
70% - 90%	—		—		—		—		—		16		—		—		16
90% plus	—		—		—		—		—		—		—		—		—
Total agricultural	$	162	$	308	$	343	$	436	$	190	$	1,106	$	—	$	—	$	2,545

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2023
	Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Total commercial and agricultural mortgage loans:
0% - 50%	$	351	$	326	$	320	$	270	$	132	$	2,359	$	—	$	—	$	3,758
50% - 70%	984		2,062		823		951		357		2,607		463		96		8,343
70% - 90%	308		1,197		1,236		523		245		1,400		37		35		4,981
90% plus	—		—		66		54		92		858		—		—		1,070
Total commercial and agricultural mortgage loans	$	1,643	$	3,585	$	2,445	$	1,798	$	826	$	7,224	$	500	$	131	$	18,152

DSC Ratios (2) (3)


	December 31, 2023
	Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x	$	175	$	693	$	1,125	$	1,135	$	249	$	3,273	$	—	$	—	$	6,650
1.8x to 2.0x	—		—		182		167		171		662		383		96		1,661
1.5x to 1.8x	80		1,060		234		—		162		924		—		—		2,460
1.2x to 1.5x	690		687		457		—		11		838		41		—		2,724
1.0x to 1.2x	528		668		38		—		43		317		76		35		1,705
Less than 1.0x	8		169		66		60		—		104		—		—		407
Total commercial	$	1,481	$	3,277	$	2,102	$	1,362	$	636	$	6,118	$	500	$	131	$	15,607

Agricultural:
Greater than 2.0x	$	7	$	50	$	36	$	59	$	20	$	179	$	—	$	—	$	351
1.8x to 2.0x	18		16		56		33		23		61		—		—		207
1.5x to 1.8x	12		50		31		109		17		193		—		—		412
1.2x to 1.5x	46		111		148		170		98		365		—		—		938
1.0x to 1.2x	47		57		68		57		26		284		—		—		539
Less than 1.0x	32		24		4		8		6		24		—		—		98
Total agricultural	$	162	$	308	$	343	$	436	$	190	$	1,106	$	—	$	—	$	2,545

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2023
	Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Total commercial and agricultural mortgage loans:
Greater than 2.0x	$	182	$	743	$	1,161	$	1,194	$	269	$	3,452	$	—	$	—	$	7,001
1.8x to 2.0x	18		16		238		200		194		723		383		96		1,868
1.5x to 1.8x	92		1,110		265		109		179		1,117		—		—		2,872
1.2x to 1.5x	736		798		605		170		109		1,203		41		—		3,662
1.0x to 1.2x	575		725		106		57		69		601		76		35		2,244
Less than 1.0x	40		193		70		68		6		128		—		—		505
Total commercial and agricultural mortgage loans	$	1,643	$	3,585	$	2,445	$	1,798	$	826	$	7,224	$	500	$	131	$	18,152

______________

(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.

(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.

(3)Residential mortgage loans are excluded from the above tables.

The amortized cost of residential mortgage loans by credit quality indicator and origination year was as follows:


	September 30, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Total
	(in millions)
Performance indicators:
Performing	$	328	$	451	$	189	$	135	$	4	$	2	$	1,109
Nonperforming	—		—		—		—		—		—		—
Total	$	328	$	451	$	189	$	135	$	4	$	2	$	1,109


	December 31, 2023
	Amortized Cost Basis by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
	(in millions)
Performance indicators:
Performing	$	98	$	121	$	74	$	2	$	1	$	2	$	298
Nonperforming	—		—		—		—		—		—		—
Total	$	98	$	121	$	74	$	2	$	1	$	2	$	298

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Past-Due and Nonaccrual Mortgage Loan Status

The aging analysis of past-due mortgage loans were as follows:

Age Analysis of Past Due Mortgage Loans (1)


	Accruing Loans												Non-accruing Loans		Total Loans		Non-accruing Loans with No Allowance		Interest Income on Non-accruing Loans
	Past Due								Current		Total
	30-59 Days		60-89 Days		90 Days or More		Total
	(in millions)
September 30, 2024:
Mortgage loans:
Commercial	$	—	$	—	$	—	$	—	$	15,772	$	15,772	$	33	$	15,805	$	—	$	—
Agricultural	12		9		49		70		2,478		2,548		36		2,584		—		—
Residential	—		—		—		—		1,109		1,109		—		1,109		—		—
Total	$	12	$	9	$	49	$	70	$	19,359	$	19,429	$	69	$	19,498	$	—	$	—

December 31, 2023:
Mortgage loans:
Commercial	$	32	$	—	$	—	$	32	$	15,341	$	15,373	$	234	$	15,607	$	—	$	7
Agricultural	7		5		40		52		2,474		2,526		19		2,545		—		—
Residential	—		—		—		—		298		298		—		298		—		—
Total	$	39	$	5	$	40	$	84	$	18,113	$	18,197	$	253	$	18,450	$	—	$	7

_______________

(1)Amounts presented at amortized cost basis.

As of September 30, 2024 and December 31, 2023, the amortized cost of problem mortgage loans that had been classified as non-accrual loans were $36 million and $127 million, respectively.

Troubled Debt Restructuring

There were no TDRs during the three months ended September 30, 2024. There was one TDR during the nine months ended September 30, 2024. The Company granted a modification splitting the commercial mortgage loan into two notes. One note retaining the original loan terms and the second note with an increased interest rate to market terms and required management of excess cash. The loans have an amortized cost of $65 million. The impact to Investment income or gains (losses) as a result of this modification for the nine months ended September 30, 2024 was not material to the consolidated financial statements.

During 2023, the Company granted modification of interest rates on four commercial mortgage loans, but not to market terms and required management of excess cash. The loans have an amortized cost of $236 million which represents 1.5% of total commercial mortgage loans. Two of the four loans also have term extensions of 17 months to 4 years. The impact to Investment income or gains (losses) as a result of these modifications in 2023 was not material to the consolidated financial statements. For the accounting policy pertaining to our TDRs see Note 2 of the Notes to these Consolidated Financial Statements.

The above modifications are performing in accordance with their restructured terms.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Equity Securities

The breakdown of unrealized and realized gains and (losses) on equity securities was as follows:

Unrealized and Realized Gains (Losses) from Equity Securities


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period	$	30	$	(5)	$	39	$	(3)
Net investment gains (losses) recognized on securities sold during the period	(1)		(6)		1		(9)
Unrealized and realized gains (losses) on equity securities	$	29	$	(11)	$	40	$	(12)

Trading Securities

As of September 30, 2024 and December 31, 2023, respectively, the fair value of the Company’s trading securities was $2.2 billion and $1.1 billion. As of September 30, 2024 and December 31, 2023, respectively, trading securities included the General Account’s investment in Separate Accounts had carrying values of $60 million and $49 million.

The breakdown of Net investment income (loss) from trading securities was as follows:

Net Investment Income (Loss) from Trading Securities


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period	$	70	$	(26)	$	112	$	20
Net investment gains (losses) recognized on securities sold during the period	1		(1)		2		(3)
Unrealized and realized gains (losses) on trading securities	71		(27)		114		17
Interest and dividend income from trading securities	23		8		55		20
Net investment income (loss) from trading securities	$	94	$	(19)	$	169	$	37

Fixed maturities, at fair value using the fair value option

The breakdown of Net investment income (loss) from fixed maturities, at fair value using the fair value option were as follows:

Net Investment Income (Loss) from Fixed Maturities, at Fair Value using the Fair Value Option


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period	$	(10)	$	4	$	(15)	$	23
Net investment gains (losses) recognized on securities sold during the period	—		(5)		3		(19)
Unrealized and realized gains (losses) from fixed maturities	(10)		(1)		(12)		4
Interest and dividend income from fixed maturities	8		3		36		7
Net investment income (loss) from fixed maturities	$	(2)	$	2	$	24	$	11

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Net Investment Income

The following tables provides the components of Net investment income by investment type:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Fixed maturities	$	897	$	788	$	2,560	$	2,254
Mortgage loans on real estate	245		224		718		599
Other equity investments	68		33		120		63
Policy loans	57		55		167		158
Trading securities	94		(19)		169		37
Other investment income	(15)		18		30		59
Fixed maturities, at fair value using the fair value option	(2)		2		24		11
Gross investment income (loss)	1,344		1,101		3,788		3,181
Investment expenses	(35)		(30)		(94)		(84)
Net investment income (loss)	$	1,309	$	1,071	$	3,694	$	3,097

Investment Gains (Losses), Net

Investment gains (losses), net, including changes in the valuation allowances and credit losses were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Fixed maturities	$	(27)	$	(348)	$	(54)	$	(475)
Mortgage loans on real estate	(26)		(63)		(58)		(80)

Other	7		—		11		1
Investment gains (losses), net	$	(46)	$	(411)	$	(101)	$	(554)

For the three and nine months ended September 30, 2024 and 2023, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $0 million, $1 million, $0 million and $1 million.

4) DERIVATIVES

The Company uses derivatives as part of its overall asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a “Derivative Use Plan” approved by applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting, with the exception of TIPS and cash flow hedges, which are discussed further below. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, fund performance, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, bond and bond-index total return swaps, swaptions, variance swaps and equity options, credit and foreign exchange derivatives, as well as bond and repo transactions to support the hedging. The derivative contracts are collectively managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets. In addition, as part of its hedging strategy, the Company targets an asset level for all variable annuity products at or above a CTE98 level under most economic scenarios (CTE is a statistical measure of tail risk which quantifies the total asset requirement to sustain a loss if an event outside a given probability level has occurred. CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Derivatives Utilized to Hedge Exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer variable annuity products with GMxB features which are accounted for as MRBs. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with products that have a GMxB feature and are accounted for as MRBs is that under-performance of the financial markets could result in the GMxB features benefits being higher than what accumulated policyholders’ account balances would support.

For GMxB features, the Company retains certain risks including basis, credit spread, and some volatility risk and risk associated with actual experience compared to expected actuarial assumptions for mortality, lapse and surrender, withdrawal and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, the Company is party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. The Company has also purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company. The reinsurance of these features is accounted for as purchased MRBs. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees to CS Life. As this contract provides full risk transfer and thus has the same risk attributes as the underlying direct contracts, the benefits of this treaty are accounted for in the same manner as the underlying gross reserves and therefore the amounts due from reinsurers related to the GMIB with NLG are accounted for as purchased MRBs.

The Company has in place an economic hedge program using U.S. Treasury futures to partially protect the overall profitability of future variable annuity sales against declining interest rates.

Derivatives Utilized to Hedge Crediting Rate Exposure on SCS, SIO, MSO and IUL Products/Investment Options

The Company hedges crediting rates in the SCS variable annuity, SIO in the EQUI-VEST variable annuity series, MSO in the variable life insurance products and IUL insurance products. These products permit the contract owner to participate in the performance of an index, ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which the Company will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.

In order to support the returns associated with these features, the Company enters into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers, thereby substantially reducing any exposure to market-related earnings volatility.

Derivatives Used to Hedge Equity Market Risks Associated with the General Account’s Seed Money Investments in Retail Mutual Funds

The Company’s General Account seed money investments in retail mutual funds expose us to market risk, including equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.

Derivatives Used for General Account Investment Portfolio

The Company purchased CDS to mitigate its exposure to a reference entity through cash positions. These positions do not replicate credit spreads.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company purchased 30-year TIPS and other sovereign bonds, both inflation linked and non-inflation linked, as General Account investments and enters into asset or cross-currency basis swaps, to result in payment of the given bond’s coupons and principal at maturity in the bond’s specified currency to the swap counterparty in return for fixed dollar amounts. These swaps, when considered in combination with the bonds, together result in a net position that is intended to replicate a dollar-denominated fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond.

Derivatives Utilized to Hedge Exposure to Foreign Currency Denominated Cash Flows

The Company purchases private placement debt securities and issues funding agreements in the Funding Agreement-Backed Notes (“FABN”) program in currencies other than its functional U.S. dollar currency. The Company enters into cross currency swaps with external counterparties to hedge the exposure of the foreign currency denominated cash flows of these instruments. The foreign currency received from or paid to the cross currency swap counterparty is exchanged for fixed U.S. dollar amounts with improved net investment yields or net product costs over equivalent U.S. dollar denominated instruments issued at that time. The transactions are accounted for as cash flow hedges when they are designated in hedging relationships and qualify for hedge accounting.

These cross currency swaps are for the period the foreign currency denominated private placement debt securities and funding agreement are outstanding, with the longest cross currency swap expiring in 2033. Since these cross currency swaps are designated and qualify as cash flow hedges, the corresponding interest accruals are recognized in Net investment income and in interest credited to policyholders’ account balances.

The tables below present quantitative disclosures about the Company’s derivative instruments designated in hedging relationships and derivative instruments which have not been designated in hedging relationships, including those embedded in other contracts required to be accounted for as derivative instruments.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the gross notional amount and fair value of the Company’s derivatives:

Derivative Instruments by Category


	September 30, 2024								December 31, 2023
			Fair Value								Fair Value
	Notional Amount		Derivative Assets		Derivative Liabilities		Net Derivatives		Notional Amount		Derivative Assets		Derivative Liabilities		Net Derivatives
	(in millions)
Derivatives: designated for hedge accounting (1)
Cash flow hedges:
Currency swaps	$	2,996	$	92	$	112	$	(20)	$	2,358	$	79	$	90	$	(11)
Interest swaps	952		—		339		(339)		952		—		311		(311)
Total: designated for hedge accounting	3,948		92		451		(359)		3,310		79		401		(322)
Derivatives: not designated for hedge accounting (1)
Equity contracts:
Futures	10,206		—		3		(3)		7,877		—		4		(4)
Swaps	15,456		61		11		50		15,021		53		10		43
Options	68,354		19,823		4,552		15,271		53,927		13,213		3,129		10,084
Interest rate contracts:
Futures	9,086		—		—		—		8,094		—		—		—
Swaps	2,921		20		31		(11)		2,887		118		2		116
Credit contracts:
Credit default swaps	279		7		7		—		242		9		6		3
Currency contracts:
Currency swaps	870		—		14		(14)		823		—		27		(27)
Currency forwards	28		16		16		—		36		20		21		(1)
Other freestanding contracts:
Margin	—		598		—		598		—		468		—		468
Collateral	—		125		14,673		(14,548)		—		75		9,232		(9,157)
Total: not designated for hedge accounting	107,200		20,650		19,307		1,343		88,907		13,956		12,431		1,525

Embedded derivatives:
SCS, SIO, MSO and IUL indexed features (2)	—		—		16,261		(16,261)		—		—		10,745		(10,745)
Total embedded derivatives	—		—		16,261		(16,261)		—		—		10,745		(10,745)

Total derivative instruments	$	111,148	$	20,742	$	36,019	$	(15,277)	$	92,217	$	14,035	$	23,577	$	(9,542)

______________

(1)Reported in other invested assets in the consolidated balance sheets.

(2)Reported in policyholders’ account balances in the consolidated balance sheets.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the effects of derivative instruments on the consolidated statements of income and comprehensive income (loss):

Derivative Instruments by Category


	Three Months Ended September 30, 2024								Nine Months Ended September 30, 2024
	Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI		Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI
	(in millions)
Derivatives: designated for hedge accounting
Cash flow hedges:
Currency swaps	$	(8)	$	2	$	42	$	(60)	$	(7)	$	10	$	19	$	(22)
Interest swaps	—		3		—		(5)		—		(11)		—		1
Total: designated for hedge accounting	(8)		5		42		(65)		(7)		(1)		19		(21)
Derivatives: not Designated for hedge accounting
Equity contracts:
Futures	85		—		—		—		376		—		—		—
Swaps	(737)		—		—		—		(1,951)		—		—		—
Options	1,385		—		—		—		5,406		—		—		—
Interest rate contracts:
Futures	(5)		—		—		—		(16)		—		—		—
Swaps	143		—		—		—		(110)		—		—		—
Credit contracts:
Credit default swaps	(1)		—		—		—		(2)		—		—		—
Currency contracts:
Currency swaps	(42)		—		—		—		(29)		—		—		—
Currency forwards	(1)		—		—		—		—		—		—		—
Other freestanding contracts:
Margin	—		—		—		—		—		—		—		—
Collateral	—		—		—		—		—		—		—		—
Total: not designated for hedge accounting	827		—		—		—		3,674		—		—		—

Embedded derivatives:
SCS, SIO,MSO and IUL indexed features	(1,533)		—		—		—		(5,965)		—		—		—
Total embedded derivatives	(1,533)		—		—		—		(5,965)		—		—		—

Total derivative instruments	$	(714)	$	5	$	42	$	(65)	$	(2,298)	$	(1)	$	19	$	(21)

______________

(1)Reported in net derivative gains (losses) in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2023								Nine Months Ended September 30, 2023
	Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI		Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI
	(in millions)
Derivatives: designated for hedge accounting
Cash flow hedges:
Currency swaps	$	(12)	$	2	$	8	$	14	$	(2)	$	8	$	(59)	$	41
Interest swaps	8		—		—		27		(13)		—		—		30
Total: designated for hedge accounting	(4)		2		8		41		(15)		8		(59)		71
Derivatives: not Designated for hedge accounting
Equity contracts:
Futures	(28)		—		—		—		(187)		—		—		—
Swaps	666		—		—		—		(645)		—		—		—
Options	(868)		—		—		—		3,133		—		—		—
Interest rate contracts:
Futures	26		—		—		—		36		—		—		—
Swaps	(288)		—		—		—		(297)		—		—		—
Credit contracts:
Credit default swaps	—		—		—		—		(5)		—		—		—
Currency contracts:
Currency swaps	28		—		—		—		9		—		—		—
Currency forwards	1		—		—		—		1		—		—		—



Total: not designated for hedge accounting	(463)		—		—		—		2,045		—		—		—

Embedded derivatives:
SCS, SIO,MSO and IUL indexed features	1,082		—		—		—		(3,173)		—		—		—
Total embedded derivatives	1,082		—		—		—		(3,173)		—		—		—

Total derivative instruments (1)	$	615	$	2	$	8	$	41	$	(1,143)	$	8	$	(59)	$	71

______________

(1)Reported in net derivative gains (losses) in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents a roll-forward of cash flow hedges recognized in AOCI:

Roll-forward of Cash flow hedges in AOCI


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	13	$	52	$	(31)	$	22
Amount recorded in AOCI
Currency swaps	(17)		(17)		1		(12)
Interest swaps	(7)		31		(23)		4
Total amount recorded in AOCI	(24)		14		(22)		(8)
Amount reclassified from (to) income to AOCI
Currency swaps (1)	(43)		31		(23)		53
Interest swaps (1)	2		(4)		24		26
Total amount reclassified from (to) income to AOCI	(41)		27		1		79
Balance, end of period (2)	$	(52)	$	93	$	(52)	$	93

_______________

(1) Currency swaps income is reported in Net investment income in the consolidated statements of income (loss). Interest swaps income is reported in net derivative gains (losses) in the consolidated statements of income (loss).

(2) The Company does not estimate the amount of the deferred losses in AOCI at three and nine months ended September 30, 2024 and 2023 which will be released and reclassified into net income (loss) over the next 12 months as the amounts cannot be reasonably estimated.

Equity-Based and Treasury Futures Contracts Margin

All outstanding equity-based and treasury futures contracts as of September 30, 2024 and December 31, 2023 are exchange-traded and net settled daily in cash. As of September 30, 2024 and December 31, 2023, respectively, the Company had open exchange-traded futures positions on: (i) the S&P 500, Nasdaq, Russell 2000 and Emerging Market indices, having initial margin requirements of $492 million and $369 million, (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, having initial margin requirements of $126 million and $120 million, and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200 and EAFE indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, Australian dollar/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $14 million and $14 million.

Collateral Arrangements

The Company generally has executed a CSA under the ISDA Master Agreement it maintains with each of its OTC derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities, U.S. government and government agency securities and investment grade corporate bonds. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. As of September 30, 2024 and December 31, 2023, respectively, the Company held $14.7 billion and $9.2 billion in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. The unrestricted cash collateral is reported in other invested assets. The Company posted collateral of $125 million and $75 million as of September 30, 2024 and December 31, 2023, respectively, in the normal operation of its collateral arrangements. The Company is exposed to losses in the event of non-performance by counterparties to financial derivative transactions with a positive fair value. The Company manages credit risk by: (i) entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties governed by master netting agreements, as applicable; (ii) trading through central clearing and OTC parties; (iii) obtaining collateral, such as cash and securities, when appropriate; and (iv) setting limits on single party credit exposures which are subject to periodic management review.

Substantially all of the Company’s derivative agreements have zero thresholds which require daily full collateralization by the party in a liability position. In addition, certain of the Company’s derivative agreements contain credit-risk related contingent features; if the credit rating of one of the parties to the derivative agreement is to fall below a certain level, the party with positive fair value could request termination at the then fair value or demand immediate full collateralization from the party whose credit rating fell and is in a net liability position.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

As of September 30, 2024 and December 31, 2023, there were no net liability derivative positions with counterparties with credit risk-related contingent features whose credit rating has fallen. All derivatives have been appropriately collateralized by the Company or the counterparty in accordance with the terms of the derivative agreements.

The following tables present information about the Company’s offsetting of financial assets and liabilities and derivative instruments:

Offsetting of Financial Assets and Liabilities and Derivative Instruments

As of September 30, 2024


	Gross Amount Recognized		Gross Amount Offset in the Balance Sheets		Net Amount Presented in the Balance Sheets		Gross Amount not Offset in the Balance Sheets (3)		Net Amount
	(in millions)
Assets:
Derivative assets (1)	$	20,743	$	15,756	$	4,987	$	(3,991)	$	996
Secured lending	127		—		127		—		127
Other financial assets	1,711		—		1,711		—		1,711
Other invested assets	$	22,581	$	15,756	$	6,825	$	(3,991)	$	2,834

Liabilities:
Derivative liabilities (2)	$	15,767	$	15,756	$	11	$	—	$	11
Secured lending	127		—		$	127	—		127
Other financial liabilities	6,507		—		6,507		—		6,507
Other liabilities	$	22,401	$	15,756	$	6,645	$	—	$	6,645

______________

(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.

(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.

(3)Financial instruments/collateral sent (held).

As of December 31, 2023


	Gross Amount Recognized		Gross Amount Offset in the Balance Sheets		Net Amount Presented in the Balance Sheets		Gross Amount not Offset in the Balance Sheets (3)		Net Amount
	(in millions)
Assets:
Derivative assets (1)	$	14,036	$	9,543	$	4,493	$	(3,254)	$	1,239
Secured Lending	$	116	$	—	$	116	$	—	$	116
Other financial assets	2,110		—		2,110		—		2,110
Other invested assets	$	16,262	$	9,543	$	6,719	$	(3,254)	$	3,465

Liabilities:
Derivative liabilities (2)	$	9,579	$	9,543	$	36	$	—	$	36
Secured Lending	$	116	$	—	$	116	$	—	$	116
Other financial liabilities	5,936		—		5,936		—		5,936
Other liabilities	$	15,631	$	9,543	$	6,088	$	—	$	6,088

______________

(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.

(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.

(3)Financial instruments sent (held).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

5) CLOSED BLOCK

As a result of demutualization, the Company’s Closed Block was established in 1992 for the benefit of certain individual participating policies that were in force on that date. Assets, liabilities and earnings of the Closed Block are specifically identified to support its participating policyholders.

Assets allocated to the Closed Block insure solely to the benefit of the Closed Block policyholders and will not revert to the benefit of the Company. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of the Company’s General Account, any of its Separate Accounts or any affiliate of the Company without the approval of the New York State Department of Financial Services (the “NYDFS”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account. For more information on the Closed Block, see Note 6 to the Company's consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023.

Summarized financial information for the Company’s Closed Block is as follows:



	September 30, 2024		December 31, 2023
	(in millions)
Closed Block Liabilities:
Future policy benefits, policyholders’ account balances and other	$	5,271	$	5,461

Other liabilities	57		57
Total Closed Block liabilities	5,328		5,518

Assets Designated to the Closed Block:
Fixed maturities AFS, at fair value (amortized cost of $2,862 and $2,945) (allowance for credit losses of $0 and $0)	2,785		2,800
Mortgage loans on real estate (net of allowance for credit losses of $15 and $13)	1,541		1,612
Policy loans	534		554
Cash and other invested assets	79		58
Other assets	117		150
Total assets designated to the Closed Block	5,056		5,174

Excess of Closed Block liabilities over assets designated to the Closed Block	272		344
Amounts included in AOCI:
Net unrealized investment gains (losses), net of policyholders’ dividend obligation: $0 and $0; and net of income tax: $16 and $31	(61)		(115)
Maximum future earnings to be recognized from Closed Block assets and liabilities	$	211	$	229

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company’s Closed Block revenues and expenses were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Revenues:
Premiums and other income	$	26	$	27	$	81	$	86
Net investment income (loss)	51		53		154		156
Investment gains (losses), net	(2)		(6)		(3)		(6)
Total revenues	75		74		232		236

Benefits and Other Deductions:
Policyholders’ benefits and dividends	69		79		210		237

Other operating costs and expenses	—		—		—		—
Total benefits and other deductions	69		79		210		237
Net income (loss), before income taxes	6		(5)		22		(1)
Income tax (expense) benefit	(2)		2		(5)		—
Net income (loss)	$	4	$	(3)	$	17	$	(1)

6) DAC AND OTHER DEFERRED ASSETS/LIABILITIES

The following table presents a reconciliation of DAC to the consolidated balance sheets:


	September 30, 2024		December 31, 2023

	(in millions)
Protection Solutions
Term	$	320	$	337
Universal Life	171		174
Variable Universal Life	1,055		987
Indexed Universal Life	187		188
Individual Retirement
GMxB Core	1,594		1,602
EQUI-VEST Individual	155		155
Investment Edge	211		172
SCS	1,840		1,571
Legacy Segment
GMxB Legacy	527		555
Group Retirement
EQUI-VEST Group	758		742
Momentum	84		82
Corporate and Other	109		116
Other	20		24
Total	$	7,031	$	6,705

Annually, or as circumstances warrant, we review the associated decrements assumptions (i.e., mortality and lapse) based on our multi-year average of companies experience with actuarial judgements to reflect other observable industry trends. In addition to DAC, the unearned revenue liability and sales inducement asset (“SIA”) use similar techniques and quarterly update processes for balance amortization.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Changes in the DAC asset were as follows:


	Nine Months Ended September 30, 2024
	Protection Solutions								Individual Retirement								Legacy		Group Retirement				Corporate and Other		Total
	Term		UL		VUL		IUL		GMxB Core		EI		IE		SCS		GMxB Legacy		EG		Momentum		CB (1)
	(in millions)
Balance, beginning of period	$	337	$	174	$	987	$	188	$	1,602	$	155	$	172	$	1,571	$	555	$	742	$	82	$	116	$	6,681
Capitalization	10		6		114		8		104		9		51		473		19		49		8		—		851
Amortization (2)	(27)		(9)		(46)		(9)		(112)		(9)		(12)		(204)		(47)		(33)		(6)		(7)		(521)
Balance, end of period	$	320	$	171	$	1,055	$	187	$	1,594	$	155	$	211	$	1,840	$	527	$	758	$	84	$	109	$	7,011

______________

(1)“CB” defined as Closed Block.

(2)DAC amortization of $4 million related to Other not reflected in table above.


	Nine Months Ended September 30, 2023
	Protection Solutions								Individual Retirement								Legacy		Group Retirement				Corporate and Other		Total
	Term		UL		VUL		IUL		GMxB Core		EI		IE		SCS		GMxB Legacy		EG		Momentum		CB
	(in millions)
Balance, beginning of period	$	362	$	179	$	889	$	185	$	1,625	$	156	$	148	$	1,279	$	593	$	710	$	89	$	127	$	6,342
Capitalization	11		5		109		10		87		8		30		364		19		51		7		—		701
Amortization (1)	(29)		(9)		(42)		(8)		(107)		(9)		(11)		(154)		(48)		(31)		(13)		(8)		(469)
Balance, end of period	$	344	$	175	$	956	$	187	$	1,605	$	155	$	167	$	1,489	$	564	$	730	$	83	$	119	$	6,574

______________

(1) DAC amortization of $3 million related to Other not reflected in table above.

Changes in the Individual Retirement sales inducement assets were as follows:


	Nine Months Ended September 30,
	2024				2023
	GMxB Core		GMxB Legacy		GMxB Core		GMxB Legacy
	(in millions)
Balance, beginning of period	$	127	$	179	$	137	$	200
Capitalization	2		—		2		—
Amortization	(9)		(15)		(9)		(16)
Balance, end of period	$	120	$	164	$	130	$	184

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Changes in the Protection Solutions unearned revenue liability were as follows:


	Nine Months Ended September 30,
	2024						2023
	UL		VUL		IUL		UL		VUL		IUL
	(in millions)

Balance, beginning of period	$	107	$	754	$	210	$	95	$	684	$	157
Capitalization	12		99		42		14		86		49
Amortization	(6)		(36)		(11)		(5)		(34)		(8)
Balance, end of period	$	113	$	817	$	241	$	104	$	736	$	198

7) FAIR VALUE DISCLOSURES

U.S. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.

Level 3 Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

The Company uses unadjusted quoted market prices to measure fair value for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value cannot be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

Management is responsible for the determination of the value of investments carried at fair value and the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. Specific attributes of the security being valued are also considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Fair value measurements are required on a non-recurring basis for certain assets only when an impairment or other events occur. For the periods ended September 30, 2024 and December 31, 2023, the Company recognized impairment adjustments and impairment losses, respectively, to adjust the carrying value of HFS asset and liabilities to their fair value less cost to sell. The value is measured on a nonrecurring basis and categorized within Level 3 of the fair value hierarchy. The fair value was determined using a market approach, estimated based on the negotiated value of the asset and liabilities. See Note 20 of the Notes to these Consolidated Financial Statements for additional details of the HFS assets and liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurements as of September 30, 2024


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)	$	—	$	47,075	$	2,449	$	49,524
U.S. Treasury, government and agency	—		4,716		—		4,716
States and political subdivisions	—		408		—		408
Foreign governments	—		607		—		607
Residential mortgage-backed (2)	—		3,888		—		3,888
Asset-backed (3)	—		13,324		63		13,387
Commercial mortgage-backed	—		3,647		8		3,655
Redeemable preferred stock	—		60		—		60
Total fixed maturities, AFS	—		73,725		2,520		76,245
Fixed maturities, at fair value using the fair value option	—		1,388		312		1,700
Other equity investments (4)	243		332		54		629
Trading securities	432		1,725		58		2,215
Other invested assets:
Short-term investments	—		81		—		81
Assets of consolidated VIEs/VOEs	17		250		2		269
Swaps	—		(334)		—		(334)
Credit default swaps	—		—		—		—
Futures	(3)		—		—		(3)
Options	—		15,271		—		15,271
Total other invested assets	14		15,268		2		15,284
Cash equivalents	6,941		1,334		—		8,275
Segregated securities	—		547		—		547
Purchased market risk benefits	—		—		8,492		8,492
Assets for market risk benefits	—		—		740		740
Separate Accounts assets (5)	134,337		2,524		—		136,861
Total Assets	$	141,967	$	96,843	$	12,178	$	250,988

Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)	$	—	$	1,561	$	168	$	1,729
SCS, SIO, MSO and IUL indexed features’ liability	—		16,261		—		16,261
Liabilities of consolidated VIEs and VOEs	—		—		—		—
Liabilities for market risk benefits	—		—		13,197		13,197
Contingent payment arrangements	—		—		129		129
Total Liabilities	$	—	$	17,822	$	13,494	$	31,316

______________

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

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

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

(4)Includes short position equity securities of $17 million that are reported in other liabilities.

(5)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of September 30, 2024, the fair value of such investments was $329 million.

(6)Accrued interest payable of $15 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurements as of December 31, 2023


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)	$	—	$	42,584	$	2,158	$	44,742
U.S. Treasury, government and agency	—		4,631		—		4,631
States and political subdivisions	—		522		27		549
Foreign governments	—		611		—		611
Residential mortgage-backed (2)	—		2,355		—		2,355
Asset-backed (3)	—		10,954		47		11,001
Commercial mortgage-backed (2)	—		3,075		7		3,082
Redeemable preferred stock	—		59		—		59
Total fixed maturities, AFS	—		64,791		2,239		67,030
Fixed maturities, at fair value using the fair value option	—		1,473		181		1,654
Other equity investments (4)	217		464		54		735
Trading securities	321		675		61		1,057
Other invested assets:
Short-term investments	—		429		—		429
Assets of consolidated VIEs/VOEs	61		350		3		414
Swaps	—		(190)		—		(190)
Credit default swaps	—		3		—		3
Futures	(4)		—		—		(4)
Options	—		10,084		—		10,084
Total other invested assets	57		10,676		3		10,736
Cash equivalents	5,901		694		—		6,595
Segregated securities	—		868		—		868
Purchased market risk benefits	—		—		9,427		9,427
Assets for market risk benefits	—		—		591		591
Separate Accounts assets (5)	124,099		2,624		—		126,723
Total Assets	$	130,595	$	82,265	$	12,556	$	225,416

Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)	$	—	$	1,539	$	—	$	1,539
SCS, SIO, MSO and IUL indexed features’ liability	—		10,745		—		10,745
Liabilities of consolidated VIEs and VOEs	1		2		—		3
Liabilities for market risk benefits	—		—		14,612		14,612
Contingent payment arrangements	—		—		253		253
Total Liabilities	$	1	$	12,286	$	14,865	$	27,152

______________

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

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

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

(4)Includes short position equity securities of $4 million that are reported in other liabilities.

(5)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of December 31, 2023, the fair value of such investments was $371 million.

(6)Accrued interest payable of $20 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Public Fixed Maturities

The fair values of the Company’s public fixed maturities, including those accounted for using the fair value option are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs.

Private Fixed Maturities

The fair values of the Company’s private fixed maturities, including those accounted for using the fair value option are determined from prices obtained from independent valuation service providers. Prices not obtained from an independent valuation service provider are determined by using a discounted cash flow model or a market comparable company valuation technique. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model or a market comparable company valuation technique may also incorporate unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.

Notes issued by consolidated VIE’s, at fair value using the fair value option

These notes are based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interests the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2 or 3.

Freestanding Derivative Positions

The net fair value of the Company’s freestanding derivative positions as disclosed in Note 4 of the Notes to these Consolidated Financial Statements are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap curves, and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.

Level Classifications of the Company’s Financial Instruments

Financial Instruments Classified as Level 1

Investments classified as Level 1 primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and NAV for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less and are carried at cost as a proxy for fair value measurement due to their short-term nature.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Financial Instruments Classified as Level 2

Investments classified as Level 2 are measured at fair value on a recurring basis and primarily include U.S. government and agency securities, certain corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury bills segregated by AB in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as pre-payment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. The Company’s AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

Certain Company products, such as the SCS, EQUI-VEST variable annuity products, IUL and the MSO fund available in some life contracts, offer investment options which permit the contract owner to participate in the performance of an index, ETF or commodity price. These investment options, which depending on the product and on the index selected, can currently have one, three, five or six year terms, provide for participation in the performance of specified indices, ETF or commodity price movement up to a segment-specific declared maximum rate. Under certain conditions that vary by product, e.g., holding these segments for the full term, these segments also shield policyholders from some or all negative investment performance associated with these indices, ETF or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are classified as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on data obtained from independent valuation service providers.

Financial Instruments Classified as Level 3

The Company’s investments classified as Level 3 primarily include corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as private fixed maturities and asset-backed securities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification are fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data.

The Company has certain variable annuity contracts with GMDB, GMIB, GIB and GWBL and other features in-force that guarantee one of the following:

•Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);

•Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

•Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;

•Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include either a five year or an annual reset; or

•Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

The Company also issues certain benefits on its variable annuity products that are accounted for as MRBs carried at fair value and are also considered Level 3 for fair value leveling.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The GMIBNLG feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates applied to the contract’s benefit base if and when the contract account value is depleted and the NLG feature is activated. The optional GMIB feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates.

The GMWB feature allows the policyholder to withdraw at a minimum, over the life of the contract, an amount based on the contract’s benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base. The GMDB feature guarantees that the benefit paid upon death will not be less than a guaranteed benefit base. If the contract’s account value is less than the benefit base at the time a death claim is paid, the amount payable will be equal to the benefit base.

The MRBs fair value will be equal to the present value of benefits less the present value of ascribed fees. Considerable judgment is utilized by management in determining the assumptions used in determining present value of benefits and ascribed fees related to lapse rates, withdrawal rates, utilization rates, non-performance risk, volatility rates, annuitization rates and mortality (collectively, the significant MRB assumptions).

Purchased MRB assets, which are accounted for as MRBs carried at fair value are also considered Level 3 for fair value leveling. The purchased MRB asset fair value reflects the present value of reinsurance premiums, net of recoveries, adjusted for risk margins and nonperformance risk over a range of market consistent economic scenarios while the MRB asset and liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins and nonperformance risk, attributable to the MRB asset and liability over a range of market-consistent economic scenarios.

The valuations of the MRBs and purchased MRB assets incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Accounts funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its MRBs and purchased MRB assets after taking into account the effects of collateral arrangements. Incremental adjustment to the risk-free curve for counterparty non-performance risk is made to the fair values of the purchased MRB assets. Risk margins were applied to the non-capital markets inputs to the MRBs and purchased MRB valuations.

After giving consideration to collateral arrangements, the Company reduced the fair value of its purchased MRB asset by $509 million and $687 million as of September 30, 2024 and December 31, 2023, respectively, to recognize incremental counterparty non-performance risk.

The Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2020 and 2022 by AB. At each reporting date, AB estimates the fair values of the contingent consideration expected to be paid based upon revenue and discount rate projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. The Company’s consolidated VIEs/VOEs hold investments that are classified as Level 3, primarily corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.

Transfers of Financial Instruments Between Levels 2 and 3

During the nine months ended September 30, 2024, fixed maturities with fair values of $168 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $128 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 5.9% of total equity as of September 30, 2024.

During the nine months ended September 30, 2023, fixed maturities with fair values of $489 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $29 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 15.8% of total equity as of September 30, 2023.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The tables below present reconciliations for all Level 3 assets and liabilities and changes in unrealized gains (losses). Not included below are the changes in balances related to MRBs and purchased MRBs level 3 assets and liabilities, which are included in Note 9 of the Notes to these Consolidated Financial Statements.


	Three Months Ended September 30, 2024
	Corporate		State and Political Subdivisions		Asset-backed		CMBS
	(in millions)
Balance, beginning of period	$	2,518	$	—	$	57	$	7
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	2		—		—		—
Investment gains (losses), net	(1)		—		—		—
Subtotal	1		—		—		—
Other comprehensive income (loss)	37		—		—		1
Purchases	318		—		14		—
Sales	(366)		—		(8)		—
Settlements	—		—		—		—
Other	—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—
Transfers into Level 3 (1)	(30)		—		—		—
Transfers out of Level 3 (1)	(29)		—		—		—
Balance, end of period	$	2,449	$	—	$	63	$	8
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	36	$	—	$	—	$	—

______________

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

(2)For instruments held as of September 30, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2024
	Fixed maturities, at FVO		Other Equity Investments (3)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	224	$	59	$	57	$	—	$	(255)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	2		1		—		—		—
Investment gains (losses), net	1		—		1		—		—
Subtotal	3		1		1		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	114		(4)		—		—		—
Sales	(53)		1		—		—		—
Settlements	—		—		—		—		—
Other (4)	—		—		—		—		126
Activity related to consolidated VIEs/VOEs	—		(1)		—		—		—
Transfers into Level 3 (1)	22		—		—		—		—
Transfers out of Level 3 (1)	2		—		—		—		—
Balance, end of period	$	312	$	56	$	58	$	—	$	(129)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	20	$	1	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	(31)	$	—	$	—	$	—	$	—

______________

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

(3)Other Equity Investments include other invested assets.

(4)As of September 30, 2024, the contingent liability related to the CarVal acquisition in 2022 by AB was remeasured and a gain was recorded within contingent payment arrangements in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2023
	Corporate		State and Political Subdivisions		Asset-backed		RMBS		CMBS
	(in millions)
Balance, beginning of period	$	2,037	$	27	$	—	$	—	$	34
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	1		—		—		—		—
Investment gains (losses), net	(5)		—		—		—		—
Subtotal	(4)		—		—		—		—
Other comprehensive income (loss)	5		—		—		(1)		—
Purchases	163		—		10		40		(1)
Sales	(53)		(1)		—		—		17
Settlements	—		—		—		—		—
Other	—		—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—		—
Transfers into Level 3 (1)	(11)		—		—		—		—
Transfers out of Level 3 (1)	(34)		—		—		—		—
Balance, end of period	$	2,103	$	26	$	10	$	39	$	50
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	5	$	—	$	—	$	—	$	—

______________

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

(2)For instruments held as of September 30, 2023, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2023
	Fixed maturities, at FVO		Other Equity Investments (3)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	217	$	105	$	56	$	1	$	(250)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	7		—		—		—		—
Investment gains (losses), net	1		—		—		—		—
Subtotal	8		—		—		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	1		—		14		—		—
Sales	(8)		—		—		—		—
Settlements	—		—		—		—		—
Other	—		—		—		—		(2)
Activity related to consolidated VIEs/VOEs	—		1		—		—		—
Transfers into Level 3 (1)	(78)		—		—		—		—
Transfers out of Level 3 (1)	40		—		—		—		—
Balance, end of period	$	180	$	106	$	70	$	1	$	(252)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	7	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	—

______________

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

(3)Other Equity Investments include other invested assets.

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30, 2024
	Corporate		State and Political Subdivisions		Asset-backed		CMBS
	(in millions)
Balance, beginning of period	$	2,158	$	27	$	47	$	7
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	6		—		—		—
Investment gains (losses), net	(3)		—		—		—
Subtotal	3		—		—		—
Other comprehensive income (loss)	48		—		—		1
Purchases	1,075		—		60		—
Sales	(787)		—		(30)		—
Settlements	—		—		—		—
Other	—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—
Transfers into Level 3 (1)	27		—		—		—
Transfers out of Level 3 (1)	(75)		(27)		(14)		—
Balance, end of period	$	2,449	$	—	$	63	$	8
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	47	$	—	$	—	$	—

______________

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


	Nine Months Ended September 30, 2024
	Fixed maturities, at FVO		Other Equity Investments (3)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	181	$	57	$	61	$	—	$	(253)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	6		2		—		—		—
Investment gains (losses), net	1		—		(3)		—		—
Subtotal	7		2		(3)		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	161		—		—		—		—
Sales	(86)		(2)		—		—		—
Settlements	—		—		—		—		3
Other (4)	—		—		—		—		121
Activity related to consolidated VIEs/VOEs	—		(1)		—		—		—
Transfers into Level 3 (1)	101		—		—		—		—
Transfers out of Level 3 (1)	(52)		—		—		—		—
Balance, end of period	$	312	$	56	$	58	$	—	$	(129)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30, 2024
	Fixed maturities, at FVO		Other Equity Investments (3)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	20	$	2	$	(4)	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	—

______________

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

(3)Other Equity Investments include other invested assets.


	Nine Months Ended September 30, 2023
	Corporate		State and Political Subdivisions		Asset-backed		RMBS		CMBS
	(in millions)
Balance, beginning of period	$	2,121	$	28	$	—	$	34	$	32
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	4		—		—		—		—
Investment gains (losses), net	(16)		—		—		—		—
Subtotal	(12)		—		—		—		—
Other comprehensive income (loss)	15		—		—		(1)		(1)
Purchases	539		—		10		40		19
Sales	(215)		(2)		—		—		—
Settlements	—		—		—		—		—
Other	—		—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—		—
Transfers into Level 3 (1)	—		—		—		—		—
Transfers out of Level 3 (1)	(345)		—		—		(34)		—
Balance, end of period	$	2,103	$	26	$	10	$	39	$	50
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	9	$	—	$	—	$	(1)	$	(1)

______________

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

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30, 2023
	Fixed maturities, at FVO		Other Equity Investments (3)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	224	$	17	$	55	$	1	$	(247)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	6		(3)		—		—		—
Investment gains (losses), net	(1)		—		—		—		—
Subtotal	5		(3)		—		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	75		44		—		—		—
Sales	(43)		—		15		—		—
Settlements	—		—		—		—		1
Other	—		—		—		—		(6)
Activity related to consolidated VIEs/VOEs	—		48		—		—		—
Transfers into Level 3 (1)	29		—		—		—		—
Transfers out of Level 3 (1)	(110)		—		—		—		—
Balance, end of period	$	180	$	106	$	70	$	1	$	(252)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	(3)	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	4	$	—	$	—	$	—	$	—

_____________

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

(3)Other Equity Investments include other invested assets.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Quantitative and Qualitative Information about Level 3 Fair Value Measurements

The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities:

Quantitative Information about Level 3 Fair Value Measurements as of September 30, 2024

Fair
Value

Valuation

Technique

Significant

Unobservable Input

Range

Weighted Average (2)

(Dollars in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

399

Matrix pricing model

Spread over Benchmark

20 bps - 295 bps

131 bps

704

Market comparable
companies

EBITDA multiples

Discount rate

Cash flow multiples

Loan to value

4.0x - 36.5x

7.8% - 17.1%

0.7x - 11.8x

(1.6)% - 65.1%

12.5x

3.4%

4.2x

14.4%

Trading securities, at fair value

Discounted cash flow

Earnings multiple

Discount factor

Discount years

9.1x

10.0%

Other equity investments

—

Discounted cash flow

Earnings Multiple

0.0x - 0.0x

0.0x

Purchased MRB asset (1) (2) (4)

8,492

Discounted cash flow

Lapse rates

Withdrawal rates

GMIB Utilization rates

Non-performance risk

Volatility rates - Equity

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

0.24%-13.05%

0.06%-11.65%

0.04%-66.70%

33 bps - 96 bps

12%-30%

0.01%-0.17%

0.06%-0.52%

0.32%-41.20%

1.95%

0.52%

6.56%

36 bps

24%

3.15%

(same for all ages)

Liabilities:

AB Contingent consideration payable

129

Discounted cash flow

Expected revenue growth rates

Discount rate

(2.2)% - 29.3%

1.9% - 10.4%

8.6%

5.1%

Direct MRB (1) (2) (3) (4)

12,457

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

111 bps

0.24%-36.18%

0.00%-11.65%

0.04%-100.00%

0.01%-0.17%

0.06%-0.52%

0.32%-41.20%

111 bps

3.36%

0.66%

5.20%

2.94%

(same for all ages)

______________

(1)Mortality rates vary by age and demographic characteristic such as gender. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.

(2)Lapses and pro-rata withdrawal rates were developed as a function of the policy account value. Dollar for dollar withdrawal rates were developed as a function of the dollar for dollar threshold, the dollar for dollar limit. Utilization rates were developed as a function of the benefit base.

(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $13.2 billion of MRB liabilities and $740 million of MRB assets.

(4)Includes Legacy and Core products.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Quantitative Information about Level 3 Fair Value Measurements as of December 31, 2023

Fair
Value

Valuation
Technique

Significant
Unobservable Input

Range

Weighted Average (2)

(Dollars in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

373

Matrix pricing model

Spread over benchmark

20 bps - 747 bps

181 bps

979

Market comparable companies

EBITDA multiples

Discount rate

Cash flow multiples

Loan to value

3.3x - 29.0x

0.0% - 22.8%

0.8x-10.0x

3.4%-61.0%

13.6x

3.9%

6.3x

13.8%

Trading securities, at fair value

Discounted cash flow

Earnings multiple

Discounts factor

Discount years

9.1x

10.00%

Other equity investments

Discounted cash flow

Earnings Multiple

3.9x - 8.4x

6.5x

Purchased MRB asset (1) (2) (4)

9,427

Discounted cash flow

Lapse rates

Withdrawal rates

GMIB Utilization rates

Non-performance risk

Volatility rates - Equity

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

0.21% - 12.38%

0.07% - 14.97%

0.04% - 66.21%

35 bps - 97 bps

11% - 28%

0.01% - 0.18%

0.07% - 0.53%

0.33% - 42.00%

1.79%

0.46%

7.44%

45 bps

23%

3.07%

(same for all ages)

Liabilities:

AB Contingent consideration payable

253

Discounted cash flow

Expected revenue growth rates

Discount rate

2.0% - 83.9%

1.9% - 10.4%

10.3%

4.6%

Direct MRB (1) (2) (3) (4)

14,021

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

118 bps

0.21% - 29.37%

0.00% - 14.97%

0.04% - 100.00%

0.01% - 0.18%

0.07% - 0.53%

0.33% - 42.00%

118 bps

3.07%

0.64%

5.38%

2.50%

(same for all ages)

______________

(1)Mortality rates vary by age and demographic characteristic such as gender and benefits elected with the policy. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.

(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $14.6 billion of MRB liabilities and $591 million of MRB assets.

(4)Includes Legacy and Core products.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Level 3 Financial Instruments for which Quantitative Inputs are Not Available

Certain Privately Placed Debt Securities with Limited Trading Activity

Excluded from the tables above as of September 30, 2024 and December 31, 2023, respectively, are approximately $1.8 billion and $1.1 billion of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. These investments primarily consist of certain privately placed debt securities with limited trading activity, including residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company reporting significantly higher or lower fair value measurements for these Level 3 investments.

•The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique. The significant unobservable input to the matrix pricing model valuation technique is the spread over the industry-specific benchmark yield curve. Generally, an increase or decrease in spreads would lead to directionally inverse movement in the fair value measurements of these securities. The significant unobservable input to the market comparable company valuation technique is the discount rate. Generally, a significant increase (decrease) in the discount rate would result in significantly lower (higher) fair value measurements of these securities.

•Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above as of September 30, 2024 and December 31, 2023, there were no Level 3 securities that were determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurements of these securities.

•Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit risk transfer securities, and equipment financings. Included in the tables above as of September 30, 2024 and December 31, 2023, there were no securities that were determined by the application of matrix-pricing for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Significant increases (decreases) in spreads would have resulted in significantly lower (higher) fair value measurements.

Other Equity Investments

Included in other equity investments classified as Level 3 are venture capital securities in the Technology, Media and Telecommunications industries. The fair value measurements of these securities include significant unobservable inputs including an enterprise value to revenue multiples and a discount rate to account for liquidity and various risk factors. Significant increases (decreases) in the enterprise value to revenue multiple inputs in isolation would have resulted in a significantly higher (lower) fair value measurement. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement.

Market Risk Benefits

Significant unobservable inputs with respect to the fair value measurement of the purchased MRB assets and MRB liabilities identified in the table above are developed using Company data. Future policyholder behavior is an unobservable market assumption and, as such, all aspects of policyholder behavior are derived based on recent historical experience. These policyholder behaviors include lapses, pro-rata withdrawals, dollar for dollar withdrawals, GMIB utilization, deferred mortality and payout phase mortality. Many of these policyholder behaviors have dynamic adjustment factors based on the relative value of the rider as compared to the account value in different economic environments. This applies to all variable annuity related products; products with GMxB riders including but not limited to GMIB, GMDB, and GWL.

Lapse rates are adjusted at the contract level based on a comparison of the value of the GMxB rider and the current policyholder account value, which include other factors such as considering surrender charges. Generally, lapse rates are assumed to be lower in periods when a surrender charge applies. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as in-the-money contracts are less likely to lapse. For valuing purchased MRB assets and MRB liabilities, lapse rates vary throughout the period over which cash flows are projected.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

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

The carrying values and fair values for financial instruments not otherwise disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements were as follows:

Carrying Values and Fair Values for Financial Instruments Not Otherwise Disclosed


	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(in millions)
September 30, 2024:
Mortgage loans on real estate	$	19,237	$	—	$	—	$	18,112	$	18,112
Policy loans	$	4,293	$	—	$	—	$	4,664	$	4,664
Policyholders’ liabilities: Investment contracts	$	2,076	$	—	$	—	$	2,058	$	2,058
FHLB funding agreements	$	7,167	$	—	$	7,126	$	—	$	7,126
FABN funding agreements	$	5,795	$	—	$	5,567	$	—	$	5,567
Funding agreement-backed commercial paper (FABCP)	$	73	$	—	$	75	$	—	$	75

Long-term debt	$	3,831	$	—	$	3,894	$	—	$	3,894
Separate Accounts liabilities	$	11,993	$	—	$	—	$	11,993	$	11,993


December 31, 2023:
Mortgage loans on real estate	$	18,171	$	—	$	—	$	16,471	$	16,471
Policy loans	$	4,158	$	—	$	—	$	4,485	$	4,485
Policyholders’ liabilities: Investment contracts	$	1,663	$	—	$	—	$	1,634	$	1,634
FHLB funding agreements	$	7,618	$	—	$	7,567	$	—	$	7,567
FABN funding agreements	$	6,267	$	—	$	5,840	$	—	$	5,840
Funding agreement-backed commercial paper (FABCP)	$	939	$	—	$	948	$	—	$	948

Long-term debt	$	3,820	$	—	$	3,742	$	—	$	3,742
Separate Accounts liabilities	$	10,715	$	—	$	—	$	10,715	$	10,715

Mortgage Loans on Real Estate

Fair values for commercial, agricultural and residential mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived based on the appropriate U.S. Treasury rate with a like term to the remaining term of the loan to which a spread reflective of the risk premium associated with the specific loan is added. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.

Policy Loans

The fair value of policy loans is calculated by discounting expected cash flows based upon the U.S. Treasury yield curve and historical loan repayment patterns.

Policyholder Liabilities - Investment Contracts and Separate Accounts Liabilities

The fair values for deferred annuities and certain annuities, which are included in policyholders’ account balances, and liabilities for investment contracts with fund investments in Separate Accounts, are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as the Company’s association plans contracts, supplementary contracts not involving life contingencies, Access Accounts and Escrow Shield Plus product reserves are held at book value.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Federal Home Loan Bank (“FHLB”) Funding Agreements

The fair values of Equitable Financial’s FHLB long term funding agreements’ fair values are determined based on indicative market rates published by the FHLB, provided to AB and modeled for each note’s FMV. FHLB short-term funding agreements’ fair values are reflective of notional/par value plus accrued interest.

FABN Funding Agreements

The fair values of Equitable Financial’s FABN funding agreements are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

FABCP Funding Agreements

The fair value of Equitable Financial’s FABCP funding agreements are reflective of the notional/par value outstanding.

Short-term Debt

The Company’s short-term debt primarily includes long-term debt that has been reclassified to short-term due to an upcoming maturity date within one year. The fair values for the Company’s short-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

Long-term Debt

The fair values for the Company’s long-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

Financial Instruments Exempt from Fair Value Disclosure or Otherwise Not Required to be Disclosed

Exempt from Fair Value Disclosure Requirements

Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts, limited partnerships accounted for under the equity method and pension and other postretirement obligations.

Otherwise Not Required to be Included in the Table Above

The Company’s investment in COLI policies are recorded at their cash surrender value and therefore are not required to be included in the table above. See Note 2 of the Notes to these Consolidated Financial Statements for further description of the Company’s accounting policy related to its investment in COLI policies.

8) LIABILITIES FOR FUTURE POLICYHOLDER BENEFITS

The following table reconciles the net liability for future policy benefits and liability of death benefits to the liability for future policy benefits in the consolidated balance sheets:


	September 30, 2024		December 31, 2023
	(in millions)
Reconciliation
Term	$	1,367	$	1,348
Payout	5,103		4,464
Group Pension - Benefit Reserve & DPL	487		490
Health	1,448		1,505
UL	1,256		1,193
Subtotal	9,661		9,000
Whole Life Closed Block and Open Block products	5,259		5,444
Other (1)	932		970
Future policyholder benefits total	15,852		15,414
Other policyholder funds and dividends payable	2,084		1,949
Total	$	17,936	$	17,363

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

_____________

(1)Primarily consists of future policy benefits related to Protective Life and Annuity, Assumed Life and Disability, Group Life Run off, Variable Interest Sensitive Life rider and EB.

The following table summarizes balances and changes in the liability for future policy benefits for nonparticipating traditional and limited pay contracts:


	Nine Months Ended September 30, 2024								Nine Months Ended September 30, 2023
	Protection Solutions		Individual Retirement		Corporate & Other				Protection Solutions		Individual Retirement		Corporate & Other
	Term		Payout		Group Pension		Health		Term		Payout		Group Pension		Health
	(in millions)
Present Value of Expected Net Premiums
Balance, beginning of period	$	2,133	$	—	$	—	$	(21)	$	2,100	$	—	$	—	$	(5)
Beginning balance at original discount rate	2,058		—		—		(22)		2,078		—		—		(5)
Effect of changes in cash flow assumptions	21		—		—		(3)		32		—		—		(8)
Effect of actual variances from expected experience	(79)		—		—		(5)		(14)		—		—		(6)
Adjusted beginning of period balance	2,000		—		—		(30)		2,096		—		—		(19)
Issuances	40		—		—		—		49		—		—		—
Interest accrual	73		—		—		(1)		75		—		—		(1)
Net premiums collected	(139)		—		—		3		(147)		—		—		2

Ending Balance at original discount rate	1,974		—		—		(28)		2,073		—		—		(18)
Effect of changes in discount rate assumptions	79		—		—		1		(82)		—		—		1
Balance, end of period	$	2,053	$	—	$	—	$	(27)	$	1,991	$	—	$	—	$	(17)

Present Value of Expected Future Policy Benefits
Balance, beginning of period	$	3,480	$	4,464	$	490	$	1,484	$	3,465	$	3,517	$	523	$	1,553
Beginning balance of original discount rate	3,330		4,680		536		1,672		3,391		3,869		583		1,795
Effect of changes in cash flow assumptions	39		—		—		—		40		—		—		(12)
Effect of actual variances from expected experience	(101)		(1)		2		(12)		(16)		1		—		(5)
Adjusted beginning of period balance	3,268		4,679		538		1,660		3,415		3,870		583		1,778
Issuances	43		765		21		—		53		771		—		—
Interest accrual	123		131		14		41		126		94		15		43
Benefits payments	(182)		(342)		(47)		(122)		(254)		(268)		(50)		(111)
Ending Balance at original discount rate	3,252		5,233		526		1,579		3,340		4,467		548		1,710
Effect of changes in discount rate assumptions	167		(130)		(39)		(158)		(84)		(486)		(73)		(290)
Balance, end of period	$	3,419	$	5,103	$	487	$	1,421	$	3,256	$	3,981	$	475	$	1,420
Impact of flooring LFPB at zero	1		—		—		—		1		—		—		—
Net liability for future policy benefits	$	1,367	5,103		487		1,448		1,266		3,981		475		1,437
Less: Reinsurance recoverable	3		(1,299)		—		(1,136)		25		(777)		—		(1,145)
Net liability for future policy benefits, after reinsurance recoverable	$	1,370	$	3,804	$	487	$	312	$	1,291	$	3,204	$	475	$	292

Weighted-average duration of liability for future policyholder benefits (years)	6.8		7.8		7.0		8.5		7.1		8.1		7.1		8.7

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses related to nonparticipating traditional and limited payment contracts:


	September 30, 2024		December 31, 2023
	(in millions)
Term
Expected future benefit payments and expenses (undiscounted)	$	5,691	$	5,878
Expected future gross premiums (undiscounted)	6,679		6,979
Expected future benefit payments and expenses (discounted; AOCI basis)	3,420		3,480
Expected future gross premiums (discounted; AOCI basis)	3,747		3,879

Payout
Expected future benefit payments and expenses (undiscounted)	7,464		6,630
Expected future gross premiums (undiscounted)	—		—
Expected future benefit payments and expenses (discounted; AOCI basis)	4,995		4,350
Expected future gross premiums (discounted; AOCI basis)	—		—

Group Pension
Expected future benefit payments and expenses (undiscounted)	627		668
Expected future gross premiums (undiscounted)	—		—
Expected future benefit payments and expenses (discounted; AOCI basis)	470		471
Expected future gross premiums (discounted; AOCI basis)	—		—

Health
Expected future benefit payments and expenses (undiscounted)	2,177		2,318
Expected future gross premiums (undiscounted)	75		85
Expected future benefit payments and expenses (discounted; AOCI basis)	1,405		1,468
Expected future gross premiums (discounted; AOCI basis)	$	60	$	68

The table below summarizes the revenue and interest related to nonparticipating traditional and limited payment contracts:


	Nine Months Ended September 30,

	2024		2023			2024		2023
	Gross Premium				Interest Accretion
	(in millions)
Revenue and Interest Accretion
Term	$	254	$	206		$	50	$	50
Payout	201		135			153		103
Group Pension	—		—			13		15
Health	9		6			41		44
Total	$	464	$	347		$	257	$	212

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table provides the weighted average interest rates for the liability for future policy benefits:


	September 30, 2024		December 31, 2023
Weighted Average Interest Rate
Term
Interest accretion rate	5.6	%	5.6	%
Current discount rate	4.6	%	4.8	%
Payout
Interest accretion rate	4.4	%	4.2	%
Current discount rate	4.7	%	4.9	%
Group Pension
Interest accretion rate	3.3	%	3.3	%
Current discount rate	4.6	%	4.8	%
Health
Interest accretion rate	3.4	%	3.4	%
Current discount rate	4.8	%	4.9	%

The following table provides the balance, changes in and the weighted average durations of the additional insurance liabilities:


	Nine Months Ended September 30,
		2024		2023
		Protection Solutions
		UL
		(Dollars in millions)
Balance, beginning of period		$	1,193	$	1,109
Beginning balance before AOCI adjustments		1,230		1,135
Effect of changes in interest rate & cash flow assumptions and model changes		17		(12)
Effect of actual variances from expected experience		(2)		14
Adjusted beginning of period balance		1,245		1,137
Interest accrual		41		38
Net assessments collected		53		50
Benefit payments		(44)		(39)

Ending balance before shadow reserve adjustments		1,295		1,186
Effect of reserve adjustment recorded in AOCI		(39)		(55)
Balance, end of period		$	1,256	$	1,131

Net liability for additional liability		$	1,256	$	1,131
Less: Reinsurance recoverable		—		—
Net liability for additional liability, after reinsurance recoverable		$	1,256	$	1,131

Weighted-average duration of additional liability - death benefit (years)		19.7		19.2

The following tables provide the revenue, interest and weighted average interest rates, related to the additional insurance liabilities:


	Nine Months Ended September 30,

	2024		2023			2024		2023
	Assessments				Interest Accretion
	(in millions)
Revenue and Interest Accretion
UL	$	499	$	487		$	41	$	38
Total	$	499	$	487		$	41	$	38

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30,

		2024		2023

Weighted Average Interest Rate
UL		4.5	%	4.5	%
Interest accretion rate		4.5	%	4.5	%

The discount rate used for additional insurance liabilities reserve is based on the crediting rate at issue.

9) MARKET RISK BENEFITS

The following table presents the balances and changes to the balances for MRBs for the GMxB benefits on deferred variable annuities:


	Three Months Ended September 30,
	2024								2023
	Individual Retirement		Legacy						Individual Retirement		Legacy
	GMxB Core		GMxB Legacy		Purchased MRB		Net Legacy		GMxB Core		GMxB Legacy		Purchased MRB		Net Legacy
	(in millions)
Balance, beginning of period	$	404	$	11,418	$	(7,989)	$	3,429	$	131	$	12,720	$	(9,923)	$	2,797
Balance BOP before changes in the instrument specific credit risk	119		10,898		(7,970)		2,928		351		14,142		(9,827)		4,315
Model changes and effect of changes in cash flow assumptions	88		(70)		(25)		(95)		20		(11)		(33)		(44)
Actual market movement effect	(195)		(596)		302		(294)		202		718		(300)		418
Interest accrual	13		141		(105)		36		22		213		(150)		63
Attributed fees accrued (1)	99		201		(63)		138		100		212		(66)		146
Benefit payments	(10)		(301)		174		(127)		(11)		(322)		190		(132)
Actual policyholder behavior different from expected behavior	10		(8)		(2)		(10)		7		(13)		(2)		(15)
Changes in future economic assumptions	164		1,098		(771)		327		(411)		(2,609)		1,511		(1,098)
Issuances	—		—		—		—		—		—		—		—
Balance EOP before changes in the instrument-specific credit risk	288		11,363		(8,460)		2,903		280		12,330		(8,677)		3,653
Changes in the instrument-specific credit risk (2)	279		541		(28)		513		38		(349)		(61)		(410)
Balance, end of period	$	567	$	11,904	$	(8,488)	$	3,416	$	318	$	11,981	$	(8,738)	$	3,243

Weighted-average age of policyholders (years)	65.1		73.5		73.0		N/A		64.2		72.9		72.5		N/A
Net amount at risk	$	2,606	$	18,977	$	10,159	N/A		$	3,598	$	23,123	$	12,188	N/A

______________

(1)Attributed fees accrued represents the portion of the fees needed to fund future GMxB claims.

(2)Changes are recorded in OCI except for reinsurer credit which is reflected in the consolidated income statement.

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30,
	2024								2023
	Individual Retirement		Legacy						Individual Retirement		Legacy
	GMxB Core		GMxB Legacy		Purchased MRB (3)		Net Legacy		GMxB Core		GMxB Legacy		Purchased MRB (3)		Net Legacy
	(in millions)
Balance, beginning of period	$	590	$	13,418	$	(9,420)	$	3,998	$	530	$	14,699	$	(10,415)	$	4,284
Balance BOP before changes in the instrument specific credit risk	322		13,028		(9,387)		3,641		529		15,314		(10,358)		4,956
Model changes and effect of changes in cash flow assumptions (4)	86		(78)		125		47		20		(11)		(33)		(44)
Actual market movement effect	(359)		(1,339)		700		(639)		(128)		(662)		402		(260)
Interest accrual	44		455		(328)		127		60		604		(437)		167
Attributed fees accrued (1)	305		599		(199)		400		306		630		(207)		423
Benefit payments	(31)		(933)		505		(428)		(35)		(1,008)		560		(448)
Actual policyholder behavior different from expected behavior	24		(31)		(3)		(34)		19		1		(28)		(27)
Changes in future economic assumptions	(101)		(338)		127		(211)		(488)		(2,538)		1,424		(1,114)
Issuances	(2)		—		—		—		(3)		—		—		—
Balance EOP before changes in the instrument-specific credit risk	288		11,363		(8,460)		2,903		280		12,330		(8,677)		3,653
Changes in the instrument-specific credit risk (2)	279		541		(28)		513		38		(349)		(61)		(410)
Balance, end of period	$	567	$	11,904	$	(8,488)	$	3,416	$	318	$	11,981	$	(8,738)	$	3,243

Weighted-average age of policyholders (years)	65.1		73.5		73.0		N/A		64.2		72.9		72.5		N/A
Net amount at risk	$	2,606	$	18,977	$	10,159	N/A		$	3,598	$	23,123	$	12,188	N/A

_____________

(1)Attributed fees accrued represents the portion of the fees needed to fund future GMxB claims.

(2)Changes are recorded in OCI except for reinsurer credit which is reflected in the consolidated income statement.

(3)Purchased MRB is the impact of non-affiliated reinsurance.

(4)Includes the impact primarily of a non-affiliated recapture of reinsurance completed in the first quarter of 2024.

The following table reconciles MRBs by the amounts in an asset position and amounts in a liability position to the MRB amounts in the consolidated balance sheets:


	September 30, 2024										December 31, 2023
	Direct Asset		Direct Liability		Net Direct MRB		Purchased MRB		Total		Direct Asset		Direct Liability		Net Direct MRB		Purchased MRB		Total
	(in millions)
Individual Retirement
GMxB Core	$	(476)	$	1,043	$	567	$	—	$	567	$	(418)	$	1,008	$	590	$	—	$	590
Legacy Segment
GMxB Legacy	(170)		12,074		11,904		(8,488)		3,416		(102)		13,520		13,418		(9,420)		3,998
Other (1)	(94)		80		(14)		(4)		(18)		(71)		84		13		(7)		6
Total	$	(740)	$	13,197	$	12,457	$	(8,492)	$	3,965	$	(591)	$	14,612	$	14,021	$	(9,427)	$	4,594

______________

(1)Other primarily includes SCS.

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

10) POLICYHOLDER ACCOUNT BALANCES

The following table reconciles the policyholders account balances to the policyholders’ account balance liability in the consolidated balance sheets:



	September 30, 2024		December 31, 2023
	(in millions)
Policyholders’ account balance reconciliation
Protection Solutions
Universal Life	$	5,095	$	5,202
Variable Universal Life	4,967		4,862
Legacy Segment
GMxB Legacy	239		293
Individual Retirement
GMxB Core	12		36
SCS	61,743		49,002
EQUI-VEST Individual	2,117		2,322
Group Retirement
EQUI-VEST Group	11,266		11,563
Momentum	553		608
Other (1) (2)	8,377		6,895
Balance (exclusive of Funding Agreements)	94,369		80,783
Funding Agreements (2)	13,064		14,890
Balance, end of period	$	107,433	$	95,673

_____________

(1)Primarily reflects products IR Payout, IR Other, Indexed Universal Life, Investment Edge, Group Pension, Closed Block and Corporate and Other.

(2)Balances as of December 31, 2023 were revised from previously filed financial statements.

The following table summarizes the balances and changes in policyholder’s account balances:


	Nine Months Ended September 30, 2024
	Protection Solutions				Legacy		Individual Retirement						Group Retirement
	Universal Life		Variable Universal Life		GMxB Legacy		GMxB Core		SCS (1)		EQUI-VEST Individual		EQUI-VEST Group		Momentum
	(Dollars in millions)
Balance, beginning of period	$	5,202	$	4,862	$	293	$	36	$	49,002	$	2,322	$	11,563	$	608

Premiums received	490		91		3		177		12		26		452		50
Policy charges	(537)		(196)		9		—		(17)		—		(4)		—
Surrenders and withdrawals	(62)		(30)		(67)		(27)		(2,988)		(251)		(1,203)		(104)
Benefit payments	(163)		(58)		(14)		(2)		(222)		(40)		(55)		(1)
Net transfers from (to) separate account	—		139		4		(178)		9,512		11		253		(10)
Interest credited (2)	165		159		11		6		6,444		49		260		10
Other	—		—		—		—		—		—		—		—
Balance, end of period	$	5,095	$	4,967	$	239	$	12	$	61,743	$	2,117	$	11,266	$	553

Weighted-average crediting rate	3.81%		3.70%		2.74%		1.68%		N/A		2.96%		2.69%		2.32%
Net amount at risk (3)	$	33,800	$	116,107	$	18,977	$	2,606	$	—	$	100	$	8	$	—
Cash surrender value	$	3,386	$	3,194	$	507	$	241	$	58,668	$	2,110	$	11,207	$	554

______________

(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.

(2)SCS and EQUI-VEST Group includes amounts related to the change in embedded derivative.

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

(3)For life insurance products, the net amount at risk is death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.


	Nine Months Ended September 30, 2023
	Protection Solutions				Legacy		Individual Retirement						Group Retirement
	Universal Life		Variable Universal Life		GMxB Legacy		GMxB Core		SCS (1)		EQUI-VEST Individual		EQUI-VEST Group		Momentum
	(Dollars in millions)
Balance, beginning of period	$	5,340	$	4,909	$	382	$	69	$	35,702	$	2,652	$	12,045	$	702

Premiums received	528		107		8		163		5		27		460		49
Policy charges	(572)		(190)		7		2		(6)		—		(4)		—
Surrenders and withdrawals	(57)		(33)		(67)		(24)		(2,046)		(256)		(1,207)		(105)
Benefit payments	(169)		(84)		(18)		(1)		(194)		(56)		(54)		(4)
Net transfers from (to) separate account	—		(53)		—		(162)		7,366		7		210		(24)
Interest credited (2)	166		151		13		4		3,394		56		268		10
Other	—		—		—		—		—		4		11		—
Balance, end of period	$	5,236	$	4,807	$	325	$	51	$	44,221	$	2,434	$	11,729	$	628

Weighted-average crediting rate	3.75%		3.70%		2.71%		1.57%		—%		2.90%		2.56%		2.33%
Net amount at risk (3)	$	36,003	$	115,752	$	23,123	$	3,598	$	31	$	126	$	51	$	—
Cash surrender value	$	3,450	$	3,201	$	607	$	273	$	40,156	$	2,427	$	11,672	$	630

______________

(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.

(2)SCS and EQUI-VEST includes amounts related to the change in embedded derivative.

(3)For life insurance products, the net amount at risk is the death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.

The following table presents the account values by range of guaranteed minimum crediting rates and the related range of the difference in basis points, between rates being credited policyholders and the respective guaranteed minimums:


September 30, 2024
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
Protection Solutions
Universal Life	0.00% - 1.50%	$	—	$	—	$	—	$	6	$	6
	1.51% - 2.50%	11		90		321		607		1,029
	Greater than 2.50%	3,425		605		—		—		4,030
	Total	$	3,436	$	695	$	321	$	613	$	5,065

Variable Universal Life	0.00% - 1.50%	$	11	$	16	$	86	$	33	$	146
	1.51% - 2.50%	36		391		178		—		605
	Greater than 2.50%	3,673		—		22		—		3,695
	Total	$	3,720	$	407	$	286	$	33	$	4,446
Legacy Segment

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


September 30, 2024
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
GMxB Legacy	0.00% - 1.50%	$	70	$	3	$	—	$	—	$	73
	1.51% - 2.50%	20		—		—		—		20
	Greater than 2.50%	416		—		—		—		416
	Total	$	506	$	3	$	—	$	—	$	509

Individual Retirement
GMxB Core	0.00% - 1.50%	$	12	$	167	$	—	$	—	$	179
	1.51% - 2.50%	12		—		—		—		12
	Greater than 2.50%	57		—		—		—		57
	Total	$	81	$	167	$	—	$	—	$	248

EQUI-VEST Individual	0.00% - 1.50%	$	44	$	202	$	—	$	—	$	246
	1.51% - 2.50%	39		—		—		—		39
	Greater than 2.50%	1,831		—		—		—		1,831
	Total	$	1,914	$	202	$	—	$	—	$	2,116

Group Retirement
EQUI-VEST Group	0.00% - 1.50%	$	734	$	2,379	$	32	$	265	$	3,410
	1.51% - 2.50%	350		—		—		—		350
	Greater than 2.50%	6,231		—		1		—		6,232
	Total	$	7,315	$	2,379	$	33	$	265	$	9,992

Momentum	0.00% - 1.50%	$	—	$	13	$	305	$	51	$	369
	1.51% - 2.50%	117		1		—		—		118
	Greater than 2.50%	61		—		5		—		66
	Total	$	178	$	14	$	310	$	51	$	553


December 31, 2023
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
Protection Solutions
Universal Life	0.00% - 1.50%	$	—	$	—	$	—	$	6	$	6
	1.51% - 2.50%	61		69		462		430		1,022
	Greater than 2.50%	3,515		627		—		—		4,142
	Total	$	3,576	$	696	$	462	$	436	$	5,170

Variable Universal Life	0.00% - 1.50%	$	16	$	33	$	53	$	9	$	111
	1.51% - 2.50%	35		495		28		—		558
	Greater than 2.50%	3,712		—		13		5		3,730
	Total	$	3,763	$	528	$	94	$	14	$	4,399
Legacy Segment

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


December 31, 2023
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
GMxB Legacy	0.00% - 1.50%	$	75	$	16	$	—	$	—	$	91
	1.51% - 2.50%	21		—		—		—		21
	Greater than 2.50%	461		—		—		—		461
	Total	$	557	$	16	$	—	$	—	$	573

Individual Retirement
GMxB Core	0.00% - 1.50%	$	13	$	192	$	—	$	—	$	205
	1.51% - 2.50%	13		—		—		—		13
	Greater than 2.50%	55		—		—		—		55
	Total	$	81	$	192	$	—	$	—	$	273

EQUI-VEST Individual	0.00% - 1.50%	$	49	$	218	$	—	$	—	$	267
	1.51% - 2.50%	43		—		—		—		43
	Greater than 2.50%	2,011		—		—		—		2,011
	Total	$	2,103	$	218	$	—	$	—	$	2,321

SCS	Products with either a fixed rate or no guaranteed minimum	N/A		N/A		N/A		N/A		N/A



Group Retirement
EQUI-VEST Group	0.00% - 1.50%	$	772	$	2,338	$	36	$	315	$	3,461
	1.51% - 2.50%	345		—		—		—		345
	Greater than 2.50%	6,610		—		—		—		6,610
	Total	$	7,727	$	2,338	$	36	$	315	$	10,416

Momentum	0.00% - 1.50%	$	—	$	12	$	330	$	53	$	395
	1.51% - 2.50%	138		1		—		—		139
	Greater than 2.50%	68		—		5		—		73
	Total	$	206	$	13	$	335	$	53	$	607

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Separate Account - Summary

The following table reconciles the Separate Account liabilities to the Separate Account liability balance in the consolidated balance sheets:



	September 30, 2024		December 31, 2023
	(in millions)
Separate Account Reconciliation
Protection Solutions
Variable Universal Life	$	18,110	$	15,821
Legacy Segment
GMxB Legacy	34,607		33,794
Individual Retirement
GMxB Core	31,414		29,829
EQUI-VEST Individual	4,920		4,582
Investment Edge	4,892		4,275
Group Retirement
EQUI-VEST Group	30,686		26,959
Momentum	4,932		4,421
Other (1)	7,846		7,570
Total	$	137,407	$	127,251

______________

(1)Primarily reflects Corporate and Other products and Group Retirement products including Association and Group Retirement Other.

The following table presents the balances of and changes in Separate Account liabilities:


	Nine Months Ended September 30, 2024
	Protection Solutions		Legacy		Individual Retirement						Group Retirement
	VUL		GMxB Legacy		GMxB Core		EQUI-VEST Individual		Investment Edge		EQUI-VEST Group		Momentum
	(in millions)
Balance, beginning of period	$	15,821	$	33,794	$	29,829	$	4,582	$	4,275	$	26,959	$	4,421
Premiums and deposits	925		165		1,499		69		1,333		1,709		554
Policy charges	(432)		(477)		(374)		(1)		—		(13)		(17)
Surrenders and withdrawals	(474)		(2,529)		(2,710)		(381)		(389)		(1,778)		(686)
Benefit payments	(68)		(568)		(203)		(40)		(22)		(47)		(8)
Investment performance (1)	2,476		4,226		3,195		702		543		4,109		659
Net transfers from (to) General Account	(138)		(4)		178		(11)		(848)		(253)		9
Other charges	—		—		—		—		—		—		—
Balance, end of period	$	18,110	$	34,607	$	31,414	$	4,920	$	4,892	$	30,686	$	4,932

Cash surrender value	$	17,727	$	34,334	$	30,579	$	4,887	$	4,803	$	30,378	$	4,924

_____________

(1)Investment performance is reflected net of M&E fees.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Nine Months Ended September 30, 2023
	Protection Solutions		Legacy		Individual Retirement						Group Retirement
	VUL		GMxB Legacy		GMxB Core		EQUI-VEST Individual		Investment Edge		EQUI-VEST Group		Momentum
	(in millions)
Balance, beginning of period	$	13,187	$	32,616	$	27,772	$	4,161	$	3,798	$	22,393	$	3,885
Premiums and deposits	845		166		1,170		70		659		1,574		478
Policy charges	(419)		(495)		(365)		(2)		—		(13)		(15)
Surrenders and withdrawals	(415)		(2,001)		(1,898)		(293)		(291)		(1,218)		(529)
Benefit payments	(68)		(562)		(176)		(43)		(33)		(43)		(8)
Investment performance (1)	1,127		2,045		1,120		360		191		1,790		305
Net transfers from (to) General Account	53		—		161		(7)		(363)		(210)		24
Other charges (2)	—		—		—		4		—		25		—
Balance, end of period	$	14,310	$	31,769	$	27,784	$	4,250	$	3,961	$	24,298	$	4,140

Cash surrender value	$	13,988	$	31,481	$	26,939	$	4,218	$	3,872	$	24,031	$	4,132

______________

(1) Investment performance is reflected net of M&E fees.

(2) EQUI-VEST Individual and EQUI-VEST Group for the six months ending June 30, 2023, amounts reflect a total special payment applied to the accounts of active clients as part of a previously disclosed settlement agreement between Equitable Financial Life Insurance Company and the Securities & Exchange Commission.

The following table presents the aggregate fair value of Separate Account assets by major asset category:


	September 30, 2024
	Protection Solutions		Individual Retirement		Group Retirement		Corp & Other		Legacy Segment		Total
	(in millions)
Asset Type
Debt securities	$	56	$	1	$	—	$	27	$	—	$	84
Common Stock	70		36		483		1,693		—		2,282
Mutual Funds	18,509		42,918		37,101		665		34,633		133,826
Bonds and Notes	116		3		14		1,082		—		1,215
Total	$	18,751	$	42,958	$	37,598	$	3,467	$	34,633	$	137,407


	December 31, 2023
	Protection Solutions		Individual Retirement		Group Retirement		Corp & Other		Legacy Segment		Total
	(in millions)
Asset Type
Debt securities	$	48	$	1	$	21	$	6	$	—	$	76
Common Stock	65		34		447		1,667		—		2,213
Mutual Funds	16,199		40,113		32,780		689		33,802		123,583
Bonds and Notes	91		4		1		1,283		—		1,379
Total	$	16,403	$	40,152	$	33,249	$	3,645	$	33,802	$	127,251

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

11) EMPLOYEE BENEFIT PLANS

Pension Plans

Holdings and Equitable Financial Retirement Plans

Holdings sponsors the MONY Life Retirement Income Security Plan for Employees and Equitable Financial sponsors the Equitable Retirement Plan (the “Equitable Financial QP”), both of which are frozen qualified defined benefit plans covering eligible employees and financial professionals. These pension plans are non-contributory, and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period. Holdings and Equitable Financial also sponsor certain nonqualified defined benefit plans, including the Equitable Excess Retirement Plan, that provide retirement benefits in excess of the amount permitted under the tax law for the qualified plans. Holdings has assumed primary liability for both plans. Equitable Financial remains secondarily liable for its obligations under the Equitable Financial QP and would recognize such liability in the event Holdings does not perform.

AB Retirement Plans

AB maintains a qualified, non-contributory, defined benefit retirement plan covering current and former employees who were employed by AB in the United States prior to October 2, 2000 (the “AB Plan”). Benefits under the AB Plan are based on years of credited service, average final base salary, and primary Social Security benefits. Service and compensation after December 31, 2008 are not taken into account in determining participants’ retirement benefits.

Net Periodic Pension Expense

Components of net periodic pension expense for the Company’s plans were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Service cost	$	2	$	2	$	6	$	6
Interest cost	30		31		89		93
Expected return on assets	(36)		(38)		(110)		(116)
Prior period service cost amortization	(1)		1		(2)		—
Actuarial (gain) loss	—		—		—		1
Net amortization	15		11		44		28

Net Periodic Pension Expense	$	10	$	7	$	27	$	12

12) INCOME TAXES

Income tax expense for the three and nine months ended September 30, 2024 and 2023 was computed using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. The estimated ETR is revised, as necessary, at the end of successive interim reporting periods.

During the fourth quarter of 2022, the Company established a valuation allowance against its deferred tax asset related to unrealized capital losses in the available for sale securities portfolio. During the year ended December 31, 2023, management took actions to increase its available liquidity so that the Company has the ability and intent to hold the majority of securities in its available for sale portfolio to recovery. For liquidity and other purposes, the Company maintains a smaller pool of securities that it does not intend to hold to recovery. The Company maintains a valuation allowance against the deferred tax asset on available for sale securities that will not be held to recovery.

For the three and nine months ended September 30, 2024, the Company recorded decreases to the valuation allowance of $120 million and $113 million, respectively, due to changes in the value of unrealized losses in the available for sale portfolio that will not be held to recovery. This adjustment was recorded in other comprehensive income. A valuation allowance of $121 million remains against the portion of the deferred tax asset that is still not more-likely-than-not to be realized.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company uses the aggregate portfolio approach related to the stranded or disproportionate income tax effects in accumulated other comprehensive income related to available for sale securities. Under this approach, the disproportionate tax effect remains intact as long as the investment portfolio remains.

13) EQUITY

Preferred Stock

Preferred stock authorized, issued and outstanding was as follows:


	September 30, 2024			December 31, 2023
Series	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
Series A	32,000	32,000	32,000	32,000	32,000	32,000
Series B	20,000	20,000	20,000	20,000	20,000	20,000
Series C	12,000	12,000	12,000	12,000	12,000	12,000
Total	64,000	64,000	64,000	64,000	64,000	64,000

Dividends declared per share were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Series A dividends declared	$	328	$	328	$	984	$	984
Series B dividends declared	$	—	$	—	$	619	$	619
Series C dividends declared	$	269	$	269	$	806	$	806

Common Stock

Dividends declared per share of common stock were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Dividends declared	$	0.24	$	0.22	$	0.70	$	0.64

Share Repurchase

On February 5, 2024, the Company’s Board of Directors authorized a new $1.3 billion share repurchase program. Under this program, the Company may, from time to time purchase shares of its common stock through various means. The Company may choose to suspend or discontinue the repurchase program at any time. The repurchase program does not obligate the Company to purchase any particular number of shares. As of September 30, 2024, Holdings had authorized capacity of approximately $706 million remaining in its share repurchase program.

Holdings repurchased a total of 6.2 million and 20.0 million shares of its common stock at an average price of $40.92 and $37.74 through open market repurchases, ASRs and privately negotiated transactions for the three and nine months ended September 30, 2024, respectively and repurchased a total of 8.3 million and 24.5 million shares of its common stock at an average price of $28.69 and $27.70 through open market repurchases, ASRs and privately negotiated transactions for the three and nine months ended September 30, 2023, respectively.

During the three and nine months ended September 30, 2024, Holdings repurchased 3.4 million and 9.8 millions shares, respectively, of its common stock through open market repurchases. During the three and nine months ended September 30, 2023, Holdings repurchased 3.4 million and 11.5 million shares, respectively, of its common stock through open market repurchases.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In September 2024, Holdings entered into an ASR with a third-party financial institution to repurchase an aggregate of $30 million of Holdings’ common stock. Pursuant to the ASR, Holdings made a pre-payment of $30 million and received initial delivery of 567,644 Holdings’ shares. The ASR terminated in October 2024, at which time an additional 133,927 shares of common stock were received.

In June 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $85 million of Holdings’ common stock. Pursuant to the ASR, on July 2, 2024, Holdings made a pre-payment of $85 million and received initial delivery of 1.6 million of Holdings’ shares. The ASR terminated in August 2024, at which time an additional 366,947 shares of common stock were received.

In June 2024, Holdings entered into an ASR with a third-party financial institution to repurchase an aggregate of $35 million of Holdings’ common stock. Pursuant to the ASR, Holdings made a pre-payment of $35 million and received initial delivery of 0.7 million of Holdings’ shares. The ASR terminated in July 2024, at which time an additional 166,723 shares of common stock were received.

In March 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $80 million of Holdings’ common stock. Pursuant to the ASR, on April 3, 2024, Holdings made a pre-payment of $80 million and received initial delivery of 1.7 million of Holdings’shares. The ASR terminated in May 2024, at which time an additional 466,923 shares of common stock were received.

In March 2024, Holdings entered into an ASR with a third-party financial institution to repurchase an aggregate of $50 million of Holdings’ common stock, Pursuant to the ASR, Holdings made a pre-payment of $50 million and received initial delivery of 1.0 million of Holdings’ shares. The ASR terminated in April 2024, at which time an additional 235,302 shares of common stock were received.

In December 2023, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $95 million of Holdings’ common stock. Pursuant to the ASR, on January 4, 2024, Holdings made a pre-payment of $95 million and received initial delivery of 2.3 million of Holdings’ shares. The ASR terminated in January 2024, at which time an additional 625,040 shares of common stock were received.

Accumulated Other Comprehensive Income (Loss)

AOCI represents cumulative gains (losses) on items that are not reflected in net income (loss). The balances as of September 30, 2024 and December 31, 2023 follow:



	September 30, 2024		December 31, 2023
	(in millions)
Unrealized gains (losses) on investments	$	(5,253)	$	(6,638)
Market risk benefits - instrument-specific credit risk component	(800)		(633)
Liability for future policy benefits - current discount rate component	108		182
Defined benefit pension plans	(623)		(652)
Foreign currency translation adjustments	(60)		(76)
Total accumulated other comprehensive income (loss)	(6,628)		(7,817)
Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest	(33)		(40)
Accumulated other comprehensive income (loss) attributable to Holdings	$	(6,595)	$	(7,777)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The components of OCI, net of taxes for three and nine months ended September 30, 2024 and 2023 are as follow:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period	$	2,299	$	(2,102)	$	1,314	$	(1,231)
(Gains) losses reclassified into net income (loss) during the period (1)	22		274		43		374
Net unrealized gains (losses) on investments	2,321		(1,828)		1,357		(857)
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other	(66)		62		(23)		93
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $448, $(384), $212 and $(375))	2,255		(1,766)		1,334		(764)
Change in LFPB discount rate and MRB credit risk, net of tax
Market risk benefits - changes in instrument-specific credit risk (net of deferred income tax expense (benefit) of $(1), $(289), $(35) and $(63))	(5)		(1,086)		(133)		(235)
Liability for future policy benefits - changes in current discount rate (net of deferred income tax expense (benefit) of $(60), $52, $(16) and $42 )	(223)		195		(58)		157
Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost	11		6		29		35
Change in defined benefit plans (net of deferred income tax expense (benefit) of $(3), $(2), $(8), and $(9))	11		6		29		35
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period	20		(16)		17		(5)

Foreign currency translation adjustment	20		(16)		17		(5)
Total other comprehensive income (loss), net of income taxes	2,058		(2,667)		1,189		(812)
Less: Other comprehensive income (loss) attributable to noncontrolling interest	8		(7)		7		(2)
Other comprehensive income (loss) attributable to Holdings	$	2,050	$	(2,660)	$	1,182	$	(810)

______________

(1)See “Reclassification adjustment” in Note 3 of the Notes to these Consolidated Financial Statements. Reclassification amounts presented net of income tax expense (benefit) of $(6) million and $(11) million for the three and nine months ended September 30, 2024,respectively, and $(73) million, and $(99) million for the three and nine months ended September 30, 2023, respectively.

Investment gains and losses reclassified from AOCI to net income (loss) primarily consist of realized gains (losses) on sales and credit losses of AFS securities and are included in total investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to net income (loss) as related to defined benefit plans primarily consist of amortization of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in compensation and benefits in the consolidated statements of income (loss). Amounts presented in the table above are net of tax.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

14) SHORT-TERM AND LONG-TERM DEBT

Borrowings

Our financial strategy going forward will remain subject to market conditions and other factors. For example, we may from time to time enter into additional bank or other financing arrangements, including public or private debt, structured facilities and contingent capital arrangements, under which we could incur additional indebtedness.

The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:


	September 30,		December 31,
	2024		2023
	(in millions)
Short-term debt:
AB commercial paper	$	—	$	254



Total short-term debt	—		254
Long-term debt:
Senior Debenture, (7.00%, due 2028)	250		349
Senior Note (4.35% due 2028)	1,494		1,493
Senior Note (4.572% due 2029)	301		—
Senior Note (5.594% due 2033)	497		497
Senior Note (5.00% due 2048)	1,289		1,481
Total long-term debt	3,831		3,820
Total borrowings	$	3,831	$	4,074

Pre-Capitalized Trust Securities

In June 2024, the Company exercised its issuance right under the 2029 Trust Facility Agreement (as subsequently defined) to issue $600 million principal amount of the Company’s 2029 Notes (as subsequently defined) in exchange for the portfolio of principal and interest strips of U.S. Treasury securities held by the 2029 Trust (as subsequently defined). Following the Company’s exercise of its issuance right under the 2029 Trust Facility Agreement, the Company issued $600 million principal amount of the 2029 Notes to the 2029 Trust (as subsequently defined) on June 6, 2024 in exchange for the 2029 Trust Eligible Assets (as subsequently defined). See note 16 for additional details on the Pre-Capitalized Trust Securities.

Holdings Senior Notes and Debentures Repayment

In June 2024, Holdings made principal pre-payments of $275 million on the 2029 Notes, $99 million on the 7.0% 2028 Senior Debentures, and $195 million on the 5.0% 2048 Senior Notes, and recorded a loss on extinguishment of $11 million.

15) REDEEMABLE NONCONTROLLING INTEREST

The changes in the components of redeemable noncontrolling interests were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	1,088	$	531	$	770	$	455
Net earnings (loss) attributable to redeemable noncontrolling interests	26		6		60		24
Purchase/change of redeemable noncontrolling interests	109		99		393		157
Balance, end of period	$	1,223	$	636	$	1,223	$	636

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

16) COMMITMENTS AND CONTINGENT LIABILITIES

Litigation and Regulatory Matters

Litigation, regulatory and other loss contingencies arise in the ordinary course of the Company’s activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek, or they may be required only to state an amount sufficient to meet a court’s jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, COI increases, payments of death benefits and the reporting and escheatment of unclaimed property, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters.

The outcome of a litigation or regulatory matter is difficult to predict, and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company’s litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company’s results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of September 30, 2024, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $100 million.

For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company’s accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In February 2016, a lawsuit was filed in the Southern District of New York entitled Brach Family Foundation, Inc. v. AXA Equitable Life Insurance Company. This lawsuit is a putative class action brought on behalf of all owners of UL policies subject to Equitable Financial’s COI rate increase. In early 2016, Equitable Financial raised COI rates for certain UL policies issued between 2004 and 2008, which had both issue ages 70 and above and a current face value amount of $1 million and above. A second putative class action was filed in the District of Arizona in 2017 and consolidated with the Brach matter in federal court in New York. The consolidated amended class action complaint alleged the following claims: breach of contract; misrepresentations in violation of Section 4226 of the New York Insurance Law; violations of New York General Business Law Section 349; and violations of the California Unfair Competition Law, and the California Elder Abuse Statute. Plaintiffs sought: (a) compensatory damages, costs, and, pre- and post-judgment interest; (b) with respect to their claim concerning Section 4226, a penalty in the amount of premiums paid by the plaintiffs and the putative class; and (c) injunctive relief and attorneys’ fees in connection with their statutory claims. In August 2020, the federal district court issued a decision certifying nationwide breach of contract and Section 4226 classes, and a New York State Section 349 class. Owners of a substantial number of policies opted out of the Brach class action. Most have settled pre-litigation, but a minority of opt-out policies are not yet the subject of litigation. Others filed suit previously, including three pending individual federal actions that were coordinated with the Brach action and contained similar allegations. In May 2023, the Brach class action and Equitable Financial informed the federal district court that they had mutually agreed to settle the class action, and in October 2023, the federal district court entered an order of final approval of the settlement agreement. Equitable Financial is fully accrued for the class settlement, which will have no impact on earnings or distributable cash projections. In October 2023, Equitable Financial and the three plaintiffs with individual federal actions coordinated with the Brach action informed the court that they had reached a settlement, and those actions were dismissed. Equitable Financial is likewise fully accrued for those individual settlements, which will have no impact on earnings or distributable cash projections. Equitable Financial has settled other actual and threatened litigations challenging the COI increase by individual policy owners and entities.

Finally, one action is also pending against Equitable Financial in New York state court. In July 2022, the trial court in Hobish v. AXA Equitable Life Insurance Company, granted in significant part Equitable Financial’s motion for summary judgment and denied plaintiff’s cross motion. That plaintiff appealed but the appellate court affirmed the trial court’s decision. In March 2024, the intermediate appellate court granted plaintiff’s motion for leave to appeal to the state’s highest appellate court. Equitable Financial is vigorously defending each of these matters.

As with other financial services companies, Equitable Financial periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

Obligations under Funding Agreements

Pre-Capitalized Trust Securities (“P-Caps”)

In April 2019, pursuant to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers, and the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, together with the 2029 Trust, the “Trusts”), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps” and, together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.

In June 2024, the Company exercised its issuance right under the Facility Agreement, dated April 5, 2019 (the “2029 Trust Facility Agreement”) to issue $600 million principal amount of the Company’s 4.572% Senior Notes due 2029 (the “2029 Notes”) in exchange for the portfolio of principal and interest strips of U.S. Treasury securities held by the 2029 Trust (the “2029 Trust Eligible Assets”). Following the Company’s exercise of its issuance right under the 2029 Trust Facility Agreement, the Company: (i) issued $600 million principal amount of the 2029 Notes to the 2029 Trust on June 6, 2024 in exchange for the 2029 Trust Eligible Assets; (ii) waived its right to repurchase the 2029 Notes; and (iii) directed the trustee of the 2029 Trust to dissolve the 2029 Trust in accordance with its declaration of trust and deliver the 2029 Notes to the beneficial holders of the 2029 P-Caps pro rata in respect of each 2029 P-Cap. The 2029 Trust was dissolved on June 11, 2024 and the beneficial holders of the 2029 P-Caps received the 2029 Notes through the facilities of The Depository Trust Company. See Note 14 for additional details on the 2029 Notes.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In addition, in June 2024, pursuant to the Purchase Agreement among Holdings, TD Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representative of the several initial purchasers, and Pine Street Trust III, a Delaware statutory trust ( “2054 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable May 15, 2054 (the “2054 P-Caps”) for an aggregate purchase price of $600 million to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.

The P-Caps are an off-balance sheet contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a thirty-year period to issue senior notes to the 2049 Trust and the 2054 Trusts. The Trust have invested the proceeds from the respective sales of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities. In return, Holdings will, in the case of the 2054 Trust, pay, and in the case of the 2049 Trust, continue to pay, a semi-annual facility fee to the 2049 Trust and 2054 Trust calculated at a rate of 2.715% and 1.779% per annum, respectively, which will be applied to the unexercised portion of the contingent funding arrangement and Holdings will reimburse the Trusts for certain expenses. The facility fees are recorded in other operating costs and expenses in the consolidated statements of income (loss).

FHLB

As a member of the FHLB, Equitable Financial and Equitable America have access to collateralized borrowings. They also may issue funding agreements to the FHLB. Both the collateralized borrowings and funding agreements would require Equitable Financial or Equitable America to pledge qualified mortgage-backed assets and/or government securities as collateral. Equitable Financial issues short-term funding agreements to the FHLB and uses the funds for asset, liability, and cash management purposes. Equitable Financial issues long-term funding agreements to the FHLB and uses the funds for spread lending purposes.

Entering into FHLB membership, borrowings and funding agreements requires the ownership of FHLB stock and the pledge of assets as collateral. Equitable Financial has purchased FHLB stock of $336 million and pledged collateral with a carrying value of $11.1 billion as of September 30, 2024. Equitable America has purchased FHLB stock of $4 million as of September 30, 2024.

Funding agreements are reported in policyholders’ account balances in the consolidated balance sheets. For other instruments used for asset/liability and cash management purposes, see “Offsetting of Financial Assets and Liabilities and Derivative Instruments” included in Note 4 of the Notes to these Consolidated Financial Statements. The table below summarizes the Company’s activity of funding agreements with the FHLB.

Change in FHLB Funding Agreements during the Nine Months Ended September 30, 2024


	Outstanding Balance at December 31, 2023		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Outstanding Balance at September 30, 2024
	(in millions)
Short-term funding agreements:
Due in one year or less	$	6,168	$	49,084	$	(49,534)	$	125	$	—	$	5,843
Long-term funding agreements:
Due in years two through five	799		—		—		(67)		—		732
Due in more than five years	648		—		—		(58)		—		590
Total long-term funding agreements	1,447		—		—		(125)		—		1,322
Total funding agreements (1)	$	7,615	$	49,084	$	(49,534)	$	—	$	—	$	7,165

_____________

(1)The $2 million and $3 million difference between the funding agreements carrying value shown in fair value table for September 30, 2024 and December 31, 2023, respectively, reflects the remaining amortization of a hedge implemented and closed, which locked in the funding agreements borrowing rates.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

FABN

Under the FABN program, Equitable Financial may issue funding agreements in U.S. dollar or other foreign currencies to a Delaware special purpose statutory trust (the “Trust”) in exchange for the proceeds from issuances of fixed and floating rate medium-term marketable notes issued by the Trust from time to time (the “Trust Notes”). The funding agreements have matching interest, maturity and currency payment terms to the applicable Trust Notes. The Company hedges the foreign currency exposure of foreign currency denominated funding agreements using cross currency swaps as discussed in Note 4 of the Notes to these Consolidated Financial Statements. As of September 30, 2024, the maximum aggregate principal amount of Trust Notes permitted to be outstanding at any one time is $10.0 billion. Funding agreements issued to the Trust, including any foreign currency transaction adjustments, are reported in policyholders’ account balances in the consolidated balance sheets. Foreign currency transaction adjustments to policyholder’s account balances are recognized in net income (loss) as an adjustment to interest credited to policyholders’ account balances and are offset in interest credited to policyholders’ account balances by a release of AOCI from deferred changes in fair value of designated and qualifying cross currency swap cash flow hedges. The table below summarizes Equitable Financial’s activity of funding agreements under the FABN program.

Change in FABN Funding Agreements during the Nine Months Ended September 30, 2024


	Outstanding Balance at December 31, 2023		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Foreign Currency Transaction Adjustment		Outstanding Balance at September 30, 2024
	(in millions)
Short-term funding agreements:
Due in one year or less	$	1,000	$	—	$	(500)	$	650	$	—	$	—	$	1,150
Long-term funding agreements:
Due in years two through five	4,984		—		—		(650)		—		24		4,358
Due in more than five years	300		—		—		—		—		—		300
Total long-term funding agreements	5,284		—		—		(650)		—		24		4,658
Total funding agreements (1)	$	6,284	$	—	$	(500)	$	—	$	—	$	24	$	5,808

_____________

(1)The $13 million and $17 million difference between the funding agreements notional value shown and carrying value table as of September 30, 2024 and December 31, 2023, respectively, reflects the remaining amortization of the issuance cost of the funding agreements and the foreign currency transaction adjustment.

Funding Agreement-Backed Commercial Paper Program (“FABCP”)

In May 2023, Equitable Financial and Equitable America established a FABCP program, pursuant to which a SPLLC may issue commercial paper and deposit the proceeds with Equitable Financial or Equitable America pursuant to a funding agreement issued by Equitable Financial or Equitable America to the SPLLC. The current maximum aggregate principal amount permitted to be outstanding at any one time under the FABCP program is $3.0 billion for Equitable Financial and $1.0 billion for Equitable America. As of September 30, 2024, Equitable Financial and Equitable America had $75 million and $0 million outstanding under the program, respectively.

Credit Facilities

For information regarding activity pertaining to our credit facilities arrangements, see Note 14 of the Notes to these Consolidated Financial Statements.

Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates and others. As of September 30, 2024, these arrangements include commitments by the Company to provide equity financing of $1.2 billion to certain limited partnerships and real estate joint ventures under certain conditions as well as a guarantee of a subsidiary’s performance under a reinsurance arrangement that will no longer be in effect once certain conditions at the subsidiary are met and notice is provided. Management believes the Company will not incur material losses as a result of these commitments.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company had $17 million of undrawn letters of credit related to reinsurance as of September 30, 2024. The Company had $448 million of commitments under existing mortgage loan agreements as of September 30, 2024.

The Company is the obligor under certain structured settlement agreements it had entered into with unaffiliated insurance companies and beneficiaries. To satisfy its obligations under these agreements, the Company owns single premium annuities issued by previously wholly-owned life insurance subsidiaries. The Company has directed payment under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent liability exists with respect to these agreements should the previously wholly-owned subsidiaries be unable to meet their obligations. Management believes the need for the Company to satisfy those obligations is remote.

17) BUSINESS SEGMENT INFORMATION

We have six reportable segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy.

These segments reflect the manner by which the Company’s chief operating decision maker views and manages the business. A brief description of these segments follows:

•The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities, and not-for-profit entities, as well as small and medium-sized businesses.

•The Asset Management segment provides diversified investment management and related solutions globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth.

•The Protection Solutions segment includes our life insurance and group EB businesses. Our life insurance business offers a variety of VUL, UL and term life products to help affluent and high net worth individuals, as well as small and medium-sized business owners, with their wealth protection, wealth transfer and corporate needs. Our group EB business offers a suite of life, and short- and long-term disability, dental and vision insurance products to small and medium-size businesses across the United States.

•The Wealth Management segment offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products through Equitable Advisors.

•The Legacy segment primarily consists of the capital intensive fixed-rate GMxB business written in the Individual Retirement market prior to 2011. This business offered GMDB features in isolation or together with GMLB features. This business also historically offered variable annuities with four types of guaranteed living benefit riders: GMIB, GWBL/GMWB, and GMAB.

Measurement

Operating earnings (loss) is the financial measure which primarily focuses on the Company’s segments’ results of operations as well as the underlying profitability of the Company’s core business. By excluding items that can be distortive and unpredictable such as investment gains (losses) and investment income (loss) from derivative instruments, the Company believes operating earnings (loss) by segment enhances the understanding of the Company’s underlying drivers of profitability and trends in the Company’s segments.

Operating earnings is calculated by adjusting each segment’s net income (loss) attributable to Holdings for the following items:

•Items related to variable annuity product features, which include: (i) changes in the fair value of MRB and purchased MRB, including the related attributed fees and claims, offset by derivatives and other securities used to hedge the MRB which result in residual net income volatility as the change in fair value of certain securities is reflected in OCI and due to our statutory capital hedge program; and (ii) market adjustments to deposit asset or liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk;

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

•Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;

•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, COVID-19 related impacts, net derivative gains (losses) on certain Non-GMxB derivatives, Net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and realized capital gains/losses from sales or disposals of select securities, certain legal accruals; a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and

•Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period and changes to the deferred tax valuation allowance.

The General Account investment portfolio is used to support the insurance and annuity liabilities of our Individual Retirement, Group Retirement, Protection Solutions and Legacy business segments.

In the fourth quarter of 2023, the Company updated its operating earnings measure to exclude the impact of realized amounts related to equity classified instruments. The recognition of the realized capital gains and losses from investments in current Net investment income is generally considered distortive and not reflective of the ongoing core business activities of the segments. The presentation of operating earnings in prior periods was not revised to reflect this modification. The impact to operating earnings was immaterial for the three and nine months ended September 30, 2023.

In the first quarter of 2024, the Company began allocating to its business segments collateral expense resulting from a designated rate to be paid on the collateral held back to counterparties. The new segment allocation methodology for collateral expense is based on the income earned on cash equivalents held in the surplus segments and income earned in portfolios backing collateral expenses, such that the collateral expense would be allocated to the segments up to that amount. Any remaining amount is included within Corporate and Other. This expense was previously recorded in Corporate and Other with no allocation to our business segments in prior reporting periods.

The presentation of operating earnings in prior periods was not revised to reflect this modification, however, the Company estimated that allocating collateral expense to the segments for the twelve months ended December 31, 2023 and 2022, respectively, would have resulted in a decrease to operating earnings of $4.0 million and $0.8 million for Individual Retirement, $7.7 million and $1.4 million for Group Retirement, $21.9 million and $2.5 million for Protection Solutions, $4.2 million and $1.0 million for Legacy, and an increase of $37.8 million and $5.7 million for Corporate and Other. The impact to operating earnings for each segment during the quarters of 2023 was not material. Total Company operating earnings were not impacted.

During the third quarter 2024, the Company moved revenues and expenses related to payout annuitizations from the Legacy segment to the Individual Retirement segment. Now all payout annuities will be reported within the Individual Retirement segment as the block is managed on an aggregate basis. Prior periods have been recast to reflect this change.

Revenues derived from any customer did not exceed 10% of revenues for the three and nine months ended September 30, 2024 and 2023.

The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The table below presents operating earnings (loss) by segment and Corporate and Other and a reconciliation to net income (loss) attributable to Holdings:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net income (loss) attributable to Holdings	$	(134)	$	1,064	$	408	$	2,000
Adjustments related to:
Variable annuity product (1)	738		(1,380)		1,136		(584)
Investment (gains) losses	46		411		101		554
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	13		8		44		26
Other adjustments (2) (3) (4)	—		91		59		198
Income tax expense (benefit) related to above adjustments	(167)		183		(281)		(40)
Non-recurring tax items (5)	5		36		18		(936)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

Operating earnings (loss) by segment:
Individual Retirement	$	225	$	220	$	713	$	671
Group Retirement	$	141	$	105	$	390	$	301
Asset Management	$	111	$	99	$	318	$	297
Protection Solutions	$	46	$	34	$	154	$	23
Wealth Management	$	50	$	40	$	137	$	114
Legacy	$	27	$	31	$	93	$	119
Corporate and Other (6)	$	(99)	$	(116)	$	(320)	$	(307)

______________

(1)Includes the impact of favorable assumption updates of $16 million for the three and nine months ended September 30, 2024, respectively, and $40 million for the three and nine months ended September 30, 2023, respectively.

(2)Includes certain gross legal expenses related to the COI litigation of $0 million and $106 million for the three and nine months ended September 30, 2024, respectively, and $0 million and $35 million for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $61 million for the three and nine months ended September 30, 2023.

(3)For the nine months ended September 30, 2024, includes $82 million of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(4)For the three and nine months ended September 30, 2024, includes $78 million contingent payment gain recognized in connection with the fair value remeasurement of the contingent payment liability associated with AB’s acquisition of CarVal in 2022.

(5)For the three and nine months ended September 30, 2024, includes non-recurring tax items reflects the effect of uncertain tax positions for a given audit period and for the three and nine months ended September 30, 2023, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period and an increase of the deferred tax valuation allowance of $20 million and a decrease of $970 million, respectively.

(6)Includes interest expense and financing fees of $57 million and $171 million for the three and nine months ended September 30, 2024, respectively, and $54 million and $173 million for the three and nine months ended September 30, 2023, respectively.

Segment revenues is a measure of the Company’s revenue by segment as adjusted to exclude certain items. The following table reconciles segment revenues to total revenues by excluding the following items:

•Items related to variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within the net derivative results of variable annuity product features;

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

•Other adjustments, which primarily includes net derivative gains (losses) on certain Non-GMxB derivatives and Net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments and unrealized gain/losses associated with equity securities.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The table below presents revenues by segment and Corporate and Other:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Segment revenues:
Individual Retirement (1)	$	944	$	762	$	2,678	$	2,130
Group Retirement (1)	314		267		889		771
Asset Management (2)	1,086		1,034		3,230		3,043
Protection Solutions (1)	839		822		2,498		2,373
Wealth Management (3)	450		390		1,315		1,143
Legacy (1)	117		129		369		405
Corporate and Other (1) (4)	246		257		720		800
Eliminations	(220)		(199)		(663)		(597)

Adjustments related to:
Variable annuity product features	(738)		1,380		(1,136)		584
Investment gains (losses), net	(46)		(411)		(101)		(554)
Other adjustments to segment revenues	84		(807)		(983)		(1,740)
Total revenues	$	3,076	$	3,624	$	8,816	$	8,358

______________

(1)Includes investment expenses charged by AB of $37 million and $110 million for the three and nine months ended September 30, 2024, respectively, and $35 million and $104 million for the three and nine months ended September 30, 2023, respectively, for services provided to the Company.

(2)Inter-segment investment management and other fees of $(41) million and $(125) million for the three and nine months ended September 30, 2024, respectively, and $40 million and $120 million for the three and nine months ended September 30, 2023, respectively, are included in segment revenues of the Asset Management segment.

(3)Inter-segment distribution fees of $212 million and $626 million for the three and nine months ended September 30, 2024, respectively, and $185 million and $553 million for the three and nine months ended September 30, 2023, respectively, are included in segment revenues of the Wealth Management segment.

(4)Includes interest expense charged to AB of $5 million and $22 million for the three and nine months ended September 30, 2024, respectively, and $10 million and $29 million for the three and nine months ended September 30, 2023, respectively.

Total assets by segment were as follows:




	September 30, 2024		December 31, 2023
	(in millions)
Total assets by segment:
Individual Retirement	$	107,610	$	93,500
Group Retirement	51,790		47,260
Asset Management	10,405		11,088
Protection Solutions	42,012		38,933
Wealth Management	291		144
Legacy	45,851		46,792
Corporate and Other	41,030		39,097
Total assets	$	298,989	$	276,814

18) INSURANCE STATUTORY FINANCIAL INFORMATION

Prescribed and Permitted Accounting Practices

As of September 30, 2024, the following five prescribed and permitted practices resulted in net income (loss) and capital and surplus that is different from the statutory surplus that would have been reported had NAIC statutory accounting practices been applied.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Equitable Financial was granted a permitted practice by the NYDFS to apply SSAP 108, Derivatives Hedging Variable Annuity Guarantees on a retroactive basis from January 1, 2021 through June 30, 2021, after reflecting the impacts of our reinsurance transaction with Venerable. The permitted practice was amended to also permit Equitable Financial to adopt SSAP 108 prospectively as of July 1, 2021 and to consider the impact of both the interest rate derivatives and the General Account assets used to fully hedge the interest rate risk inherent in its variable annuity guarantees when determining the amount of the deferred asset or liability under SSAP 108. Application of the permitted practice partially mitigates the New York Insurance Regulation 213 (“Reg 213”) impact of the Venerable Transaction on Equitable Financial’s statutory capital and surplus and enables Equitable Financial to more effectively neutralize the impact of interest rates on its statutory surplus and to better align with our economic hedging program. The impact of applying this permitted practice relative to SSAP 108 as written was a decrease of approximately $71 million in statutory special surplus funds as of September 30, 2024. The Reinsurance Treaty reduced the amount of interest rate hedging needed at Equitable Financial going forward, affecting future deferrals, but leaves our historical SSAP 108 deferred amounts unchanged. The permitted practice also reset Equitable Financial’s unassigned surplus to zero as of June 30, 2021 to reflect the transformative nature of the Venerable Transaction.

The NAIC Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by the State of New York. However, Reg 213 adopted in May of 2019 and as amended in February 2020 and March 2021, differs from the NAIC variable annuity reserve and capital framework. Reg 213 requires Equitable Financial to carry statutory basis reserves for its variable annuity contract obligations equal to the greater of those required under (i) the NAIC standard or (ii) a revised version of the NYDFS requirement in effect prior to the adoption of the first amendment for contracts issued prior to January 1, 2020, and for policies issued after that date a new standard that in current market conditions imposes more conservative reserving requirements for variable annuity contracts than the NAIC standard.

The impact of the application of Reg 213 was a decrease of approximately $339 million in statutory surplus as of September 30, 2024 compared to statutory surplus under the NAIC variable annuity framework. Our hedging program is designed to hedge the economics of our insurance liabilities and largely offsets Reg 213 and NAIC framework reserve movements due to interest rates and equities. The NYDFS allows domestic insurance companies a five year phase-in provision for Reg 213 reserves. As of September 30, 2022, Equitable Financial’s Reg 213 reserves were 100% phased-in. As of September 30, 2024, given the prevailing market conditions and business mix, there are $330 million Reg 213 redundant reserves over the US RBC CTE 98 total asset requirement (“TAR”).

During the fourth quarter 2020, Equitable Financial received approval from NYDFS for its proposed amended Plan of Operation for Separate Account No. 68 (“SA 68”) for our Structured Capital Strategies product and Separate Account No. 69 (“SA 69”) for our EQUI-VEST product Structured Investment Option, to change the accounting basis of these two non-insulated Separate Accounts from fair value to book value in accordance with Section 1414 of the Insurance Law to align with how we manage and measure our overall General Account asset portfolio. In order to facilitate this change and comply with Section 4240(a)(10), the Company also sought approval to amend the Plans to remove the requirement to comply with Section 4240(a)(5)(iii) and substitute it with a commitment to comply with Section 4240(a)(5)(i). Similarly, the Company updated the reserves section of each Plan to reflect the fact that Regulation 128 would no longer be applicable upon the change in accounting basis. We applied this change effective January 1, 2021. The impact of the application is an increase of approximately $1.8 billion in statutory surplus as of September 30, 2024.

During 2022, Equitable America received approval from the Arizona Department of Insurance and Financial Institutions pursuant to A.R.S. 20-515 for Separate Account No. 68A (“SA 68A”) for our Structured Capital Strategies product, Separate Account No. 69A (“SA 69A”) for our EQUI-VEST product Structured Investment Option and Separate Account No. 71A (“SA 71A”) for our Investment Edge Structured Investment Option, to permit us to use book value as the accounting basis of these three non-insulated Separate Accounts instead of fair value in accordance with the NAIC Accounting and Practices and Procedures Manual to align with how we manage and measure our overall General Account asset portfolio. The impact of the application is a decrease of approximately $158 million in statutory surplus as of September 30, 2024.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Arizona Department of Insurance and Financial Institutions granted to Equitable America a permitted practice to deviate from SSAP No. 108 by applying special accounting treatment for specific derivatives hedging variable annuity benefits subject to fluctuations as a result of interest rate sensitivities. The permitted practice expands on SSAP No. 108 hedge accounting to include equity risks for the full scope of Variable Annuity (VA) contracts (i.e., not just the rider guarantees but for the VA total contract). The permitted practice allows Equitable America to adopt SSAP 108 retroactively from October 1, 2023 and applies to both directly held VA hedges as well as VA hedges in the Equitable America funds withheld asset that resulted from the Reinsurance Treaty. In the calculation of the amount of excess VA equity and interest rate derivative hedging gains/losses to defer (including Net investment income on our Equity Total Return Swaps), the permitted practice allows us to compare our total equity and interest derivatives gains and losses to 100% of our target liability change. Any hedge gain or loss deferrals will follow SSAP No. 108 amortization rules (i.e. 10-year straight line).

The impact of applying this revised permitted practice relative to SSAP 108 was an increase of approximately $1.5 billion in statutory special surplus funds as of September 30, 2024.

19) EARNINGS PER COMMON SHARE

The following table presents a reconciliation of net income (loss) and weighted-average common shares used in calculating basic and diluted earnings per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions, except per share data)
Weighted-average common shares outstanding:
Weighted-average common shares outstanding — basic	318.2		346.4		324.2		354.4
Effect of dilutive potential common shares:
Employee share awards (1)	—		1.6		3.5		1.4
Weighted-average common shares outstanding — diluted	318.2		348.0		327.7		355.9

Net income (loss):
Net income (loss)	$	26	$	1,135	$	808	$	2,232
Less: Net income (loss) attributable to the noncontrolling interest	160		71		400		232
Net income (loss) attributable to Holdings	(134)		1,064		408		2,000
Less: Preferred stock dividends	14		14		54		54
Net income (loss) available to Holdings’ common shareholders	$	(148)	$	1,050	$	354	$	1,946

Earnings per common share:
Basic	$	(0.47)	$	3.03	$	1.09	$	5.49
Diluted	$	(0.47)	$	3.02	$	1.08	$	5.47

______________

(1)Calculated using the treasury stock method.

For the three and nine months ended September 30, 2024 and 2023, 6.4 million, 3.0 million, 3.5 million and 2.4 million, respectively, of outstanding stock awards, were not included in the computation of diluted EPS because their effect was anti-dilutive.

20) HELD-FOR-SALE

Assets and liabilities related to the business classified as HFS are separately reported in the consolidated balance sheets beginning in the period in which the business is classified as HFS.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

AB Bernstein Research Services

On November 22, 2022, AB and Société Générale (“SocGen”), a leading European bank, announced plans to form a joint venture combining their respective cash equities and research businesses (the “Initial Plan”). In the Initial Plan, AB would own a 49% interest in the global joint venture and SocGen would own a 51% interest, with an option to reach 100% ownership after five years.

During the fourth quarter of 2023, AB and SocGen negotiated a plan (the “Revised Plan”) to form a global joint venture with two joint venture holding companies, one outside of North America and one within North America (“NA JV”, and together the “JVs”). Effective April 1, 2024, AB and SocGen completed their previously announced transaction in accordance with the Revised Plan. AB owns a 66.7% majority interest in the NA JV while SocGen owns a 51% majority interest in the joint venture outside of North America. While AB currently owns a majority of the NA JV, the structure of the Board of Directors of the NA JV, which includes two independent directors, in addition to four directors from AB and three directors from SocGen, precludes AB’s control of the Board thereby permitting deconsolidation of the Bernstein Research Services (“BRS”) business. Going forward, AB will maintain an equity method investment in each of the JVs and report on the performance of the two JV holding companies on a combined basis.

As a result of the greater value of the business AB contributed to the JVs, SocGen paid AB $304 million in cash to equalize the value of the contributions by AB and SocGen to the JVs. The cash payment of $304 million included $103 million of prepaid consideration for an option, exercisable by AB during the next five years, that would result in SocGen having a 51% ownership of the NA JV (the “AB option”) and bringing the transaction ownership terms back in line with the Initial Plan. AB’s option may only be exercised upon receipt of appropriate regulatory approvals. The $304 million cash payment was used to pay down debt under AB’s existing credit facilities.

Under the terms of the transaction and assuming AB exercises its option as noted above, SocGen would increase its ownership to a majority interest of the NA JV, without further consideration payable. AB has an additional option to sell its ownership interests in the JVs to SocGen after five years, at the fair market value of AB’s interests in the JVs, subject to regulatory approval. The ultimate objective of SocGen and AB is for SocGen to eventually own 100% of the JVs after five years.

AB has deconsolidated the BRS business and retained the Bernstein Private Wealth Management business within its existing U.S. broker dealer, SCB LLC. AB’s Private Wealth Management business continues to operate through SCB LLC and SCB LLC continues to serve as custodian for nearly all Private Wealth assets under management. AB continues to serve as investment adviser to these Private Wealth clients. Further AB entered into certain transition services agreements with the JVs in connection with the divestiture of the BRS business. From April 1, 2024 through September 30, 2024 AB provided services and recognized revenues of $25 million associated with these transition services agreements. For the three months ended September 30, 2024 AB recognized $13 million in revenues associated with these transaction services agreements.

The net carrying amount of the BRS business assets and liabilities included in the sale was $312 million. As a result of the sale, AB recognized a pre-tax gain of $135 million during the second quarter of 2024. AB deconsolidated approximately $312 million of net assets and liabilities of the BRS business and contributed those assets and liabilities to the JVs. AB recorded an initial investment in each JV, at fair value, using the equity method of investment totaling $284 million. The fair value of the equity method investments was determined using a dividend discount model whereby a forecast of net banking income attributable to each of the JVs is discounted using an estimated cost of capital to determine the present value of expected future dividends.

In addition, AB recorded a liability of approximately $103 million, based on the negotiated terms of the Revised Plan, related to the AB option. Upon receipt of appropriate regulatory approvals, AB intends to exercise the AB option and will recognize a gain or loss at that time, dependent upon the fair market value of the additional equity interest that would result in SocGen having 51% ownership interest in NA JV.

As of December 31, 2023 the assets and liabilities of AB’s research services business recorded at fair value, less cost were classified as HFS in our Consolidated Financial Statements. As a result of classifying these assets as HFS, AB recognized a non-cash valuation adjustment of $7 million on the consolidated statement of income, to recognize the net carrying value at lower of cost or fair value, less costs to sell.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table summarizes the assets and liabilities classified as held-for-sale on the Company’s consolidated balance sheets:



		December 31, 2023 (1)
	(in millions)
Cash and cash equivalents		$	153
Broker-dealer related receivables		107
Trading securities, at fair value		17
Goodwill and other intangible assets ,net		164
Other assets (2)		124
Total assets held-for-sale		$	565


Broker-dealer related payables		$	39
Customers related payables		17
Other liabilities		97
Total liabilities held-for-sale		$	153

______________

(1)The assets and liabilities classified as held-for-sale are reported within our Asset Management segment.

(2)Other assets includes a valuation adjustment decrease of $7 million as of December 31, 2023.

These assets and liabilities are reported under the Asset Management segment. The Company determined that AB’s exit from the research business did not represent a strategic shift that had a major effect on AB’s or the Company’s consolidated results of operations, and therefore, are not classified as discontinued operations.

21) SUBSEQUENT EVENTS

In September 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $105 million of Holdings’ common stock. Pursuant to the ASR, on October 2nd, 2024, Holdings made a pre-payment of $105 million and received initial delivery of 2 million shares. The ASR will terminate in November 2024, at which time additional shares of common stock will be received.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in its entirety and in conjunction with the consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”).

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Regarding Forward-Looking Statements and Information. Investors are directed to consider the risks and uncertainties discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as in other documents we have filed with the SEC.

Executive Summary

Overview

We are one of America’s leading financial services companies, providing: (i) advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations; and (ii) a wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for clients worldwide.

We manage our business through six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. We report certain activities and items that are not included in these segments in Corporate and Other. See Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.

We benefit from our complementary mix of businesses. This business mix provides diversity in our earnings sources, which helps offset fluctuations in market conditions and variability in business results, while offering growth opportunities.

Macroeconomic and Industry Trends

Our business and consolidated results of operations are significantly affected by economic conditions and consumer confidence, conditions in the global capital markets and the interest rate environment.

Financial and Economic Environment

U.S. equity markets showed strength in the third quarter 2024, benefiting from a resilient U.S. economy with the U.S. Bureau of Labor Statistics issuing a strong September 2024 jobs report that exceeded expectations, cooling inflation, and a widely held outlook for monetary easing, including a half-point interest rate reduction in September 2024, with additional, smaller rate cuts expected in the fourth quarter of 2024 and into 2025 (based on statements of members of the Board of Governors of the Federal Reserve System).

A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, concerns regarding inflation, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions, including the U.S. presidential election. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty.

Stressed conditions, volatility and disruptions in the capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio. In addition, our insurance liabilities and derivatives are sensitive to changing market factors, including equity market performance and interest rates. An increase in market volatility could continue to affect our business, including through effects on the yields we earn on invested assets, changes in required reserves and capital and fluctuations in the value of our AUM, AV or AUA from which we derive our fee income. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation and levels of global trade.

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The potential for increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. In addition, this environment could make it difficult to consistently develop products that are attractive to customers. Financial performance can be adversely affected by market volatility and equity market declines as fees driven by AV and AUM fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.

We monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, annuitization rates and lapse and surrender rates, which change in response to changes in capital market conditions, to ensure that our products and solutions remain attractive and profitable. For additional information on our sensitivity to interest rates and capital market prices, see “Quantitative and Qualitative Disclosures About Market Risk” in the 2023 Form 10-K.

Regulatory Developments

Our life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. In addition, Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. Furthermore, on an ongoing basis, regulators refine capital requirements and introduce new reserving standards. Regulations recently adopted or currently under review can potentially impact our statutory reserve, capital requirements and profitability of the industry and result in increased regulation and oversight for the industry.

Insurance Regulation

Regulation of Investments

The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In March 2023, the NAIC adopted an amendment to the Purposes and Procedures Manual to give the NAIC’s Structured Securities Group, housed within the NAIC’s Securities Valuation Office (the, “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from Credit Rating Providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage. In June 2024, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. The NAIC is also collaborating with interested parties to develop and refine the process for modeling CLO investments. In August 2024, the NAIC delayed a requirement for insurers to begin reporting the financially modeled NAIC Designations for CLOs with their financial statement filings to year-end 2025 to allow more time to develop the modeling methodology.

In related work, the NAIC’s Financial Condition (E) Committee continues to develop a Framework for Regulation of Insurer Investments—A Holistic Review (the “Investment Framework”) related to insurer investment risk regulation, on which work began in 2023. The primary objective of the Investment Framework is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.

In August 2024, the NAIC’s Financial Condition (E) Committee adopted an amendment to the Purposes and Procedures Manual that is designed to address the NAIC’s concerns about reliance on third-party credit ratings in the filing exemption process. The goal is to limit reliance on such credit ratings and enhance the SVO’s role in the filing exemption process. The NAIC developed the Purposes and Procedures Manual amendment to allow the SVO to “challenge” a security’s filing-exempt status based on a credit rating.

The Purposes and Procedures Manual amendment, as adopted by the Financial Condition (E) Committee, sets forth procedures for SVO staff to identify and evaluate a filing-exempt security with an NAIC Designation determined by a rating that appears to be an unreasonable assessment of investment risk. The procedures include sending an information request to insurers that hold the security under review and determining whether the NAIC Designation is three or more notches different from the SVO’s assessment, which would allow the SVO to request the removal of the credit rating from the filing exempt process. At any time during the process, an alternate credit rating may be requested and, if one is received, it will be incorporated into the filing exempt process. The Purposes and Procedures Manual amendment is scheduled to become effective on January 1, 2026, although the amendment still has to be adopted by the NAIC at its national meeting in November 2024.

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Fiduciary Rules

In 2023, the U.S. Department of Labor (the “DOL”) proposed a regulation to change the definition of “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) and parallel provisions of the Internal Revenue Code of 1986, as amended (the “Code”), when a financial professional, including an insurance producer, provides investment advice, and proposed amendments to various existing prohibited transaction exemptions (“PTEs”), including PTE 84-14 that financial professionals rely on when they make investment recommendations to retirement investors. On April 23, 2024, the DOL finalized and published this new definition of “fiduciary” for purposes of ERISA and parallel provisions of the Code and finalized and published amendments to these PTEs (the new definition and the PTE amendments collectively, the “Final Rule”).

Various industry groups brought litigation against the DOL seeking a variety of remedies for the Final Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas (the “E.D. Tex.”) issued a stay of the effective date of portions of the Final Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas (the “N.D. Tex.”) issued a stay of the effective date of the Final Rule as a whole. As a result of these court opinions, it is uncertain whether the Final Rule will become effective.

The DOL has appealed the stay issued in the E.D. Tex. litigation to the U.S. Court of Appeals for the Fifth Circuit. The DOL has also filed an interlocutory appeal challenging the stay issued in the N.D. Tex. litigation to the U.S. Court of Appeals for the Fifth Circuit; the parties have jointly agreed to stay further proceedings pending the outcome of the interlocutory appeal.

While this litigation proceeds, we are evaluating the potential impact of the Final Rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.

For additional information on regulatory developments and the risks we face, see “Business—Regulation” in the Annual Report on Form 10-K for the year ended December 31, 2023 and “Risk Factors—Legal and Regulatory Risks” in the 2023 Form 10-K.

Revenues

Our revenues come from three principal sources:

•fee income derived from our retirement and protection products and our asset management services;

•premiums from our traditional life insurance and annuity products; and

•investment income from our General Account investment portfolio.

Our fee income varies directly in relation to the amount of the underlying AV or benefit base of our retirement and protection products, the amount of AUM and AUA in our Wealth Management business, and the amount of AUM in our Asset Management business. AV and AUM, each as defined in “Key Operating Measures,” are influenced by changes in economic conditions, primarily equity market returns, as well as net flows. Our premium income is driven by the growth in new policies written and the persistency of our in-force policies, both of which are influenced by a combination of factors, including our efforts to attract and retain customers and market conditions that influence demand for our products. Our investment income is driven by the yield on our General Account investment portfolio and is impacted by the prevailing level of interest rates as we reinvest cash associated with maturing investments and net flows to the portfolio.

Benefits and Other Deductions

Our primary expenses are:

• policyholders’ benefits and interest credited to policyholders’ account balances;

• sales commissions and compensation paid to intermediaries and advisors that distribute our products and services; and

• compensation and benefits provided to our employees and other operating expenses.

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Policyholders’ benefits are driven primarily by mortality, customer withdrawals, and benefits which change in response to changes in capital market conditions. In addition, some of our policyholders’ benefits are directly tied to the AV and benefit base of our variable annuity products. Interest credited to policyholders varies in relation to the amount of the underlying AV or benefit base. Sales commissions and compensation paid to intermediaries and advisors vary in relation to premium and fee income generated from these sources, whereas compensation and benefits to our employees are more constant and impacted by market wages and decline with increases in efficiency. Our ability to manage these expenses across various economic cycles and products is critical to the profitability of our company.

Net Income Volatility

We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. Changes in the values of the derivatives associated with these programs due to equity market and interest rate movements, together with the GMxB MRBs assets and liabilities are recognized in the periods in which they occur. This results in net income volatility as further described below. In addition, net income is impacted by changes in our reinsurers credit spread, while changes in the Company’s credit spread is recorded in other comprehensive income. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMxB Reinsurance on Results.”

In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in net income volatility on a period-over-period basis.

Due to the impacts on our net income of equity market and interest rate movements and other items that are not part of the underlying profitability drivers of our business, we evaluate and manage our business performance using Non-GAAP Operating Earnings, a non-GAAP financial measure that is intended to remove these impacts from our results. See “—Key Operating Measures—Non-GAAP Operating Earnings. ”

Significant Factors Impacting Our Results

The following significant factors have impacted, and may in the future impact, our financial condition, results of operations or cash flows.

Impact of Hedging and GMxB Reinsurance on Results

•Variable annuity hedging programs. We use a dynamic hedging program (within this program, generally, we reevaluate our economic exposure at least daily and rebalance our hedge positions accordingly) to mitigate certain risks associated with the GMxB features that are embedded in our liabilities for our variable annuity products. This program utilizes various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in the equity markets and interest rates. Although this program is designed to provide a measure of economic protection against the impact of adverse market conditions, it does not qualify for hedge accounting treatment. Accordingly, changes in value of the derivatives will be recognized in the period in which they occur with offsetting changes in reserves recognized in the current period. In addition, we utilize AFS fixed maturity securities in our General Account to mitigate the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in interest rates. However, the economic effect of interest rate changes on such securities is reflected in OCI, which results in net income volatility as the economic effect of interest rates on our GMxB MRB liabilities is reflected in net income.

•In addition to our dynamic hedging program, we have a hedging program using static hedge positions (derivative positions intended to be HTM with less frequent re-balancing) to protect our statutory capital against stress scenarios. This program, in addition to our dynamic hedge program, has increased the size of our derivative positions, resulting in additional net income volatility. The impacts are most pronounced for variable annuity products.

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•GMxB reinsurance contracts. Historically, GMxB reinsurance contracts were used to cede to non-affiliated reinsurers a portion of our exposure to variable annuity products that offer GMxB features. We account for the reinsurance contracts as MRBs and report them at fair value. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees.

Effect of Assumption Updates on Operating Results

During the third quarter of each year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and MRB for our Individual Retirement, Group Retirement, Protection Solutions, and Legacy segments (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgement and reflect our best estimate as of the date of the applicable financial statements.

Most of the variable annuity products, variable universal life insurance and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Accounts liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits, MRBs and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are updated annually to estimate the value of future death, morbidity or income benefits; (ii) universal life insurance and variable life insurance secondary guarantees for which benefit liabilities are determined by estimating the expected value of death benefits payable when the account balance is projected to be zero and recognizing those benefits ratably over the accumulation period based on total expected assessments; and (iii) certain product guarantees reported as MRBs at fair value.

Assumption Updates and Model Changes

We conduct our annual review of our assumptions and models during the third quarter of each year. We also update our assumptions as needed in the event we become aware of economic conditions or events that could require a change in our assumptions that we believe may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact our earnings in the period of the change.

Impact of Assumption Updates and Model Changes on Income from Continuing Operations before income taxes and Net income (loss)

The table below presents the impact of our actuarial assumption update to our income (loss) from continuing operations, before income taxes and net income (loss).


	Nine Months Ended September 30,
		2024		2023
		(in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption update		$	28	$	44
Assumption updates for other business		(8)		(49)
Impact of assumption updates on Income (loss) from continuing operations, before income tax		20		(5)
Income tax benefit on assumption update		(4)		1
Net income (loss) impact of assumption update		$	16	$	(4)

2024 Assumption Updates

The impact of the economic assumption update in the third quarter 2024 was an increase of $20 million to income (loss) from continuing operations, before income taxes and an increase to net income (loss) of $16 million.

The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $20 million consisted of an increase in other income of $21 million, an increase in remeasurement of liability for future policy benefits of

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$18 million, a decrease in policyholders’ benefits of $8 million and a decrease in change in MRBs and purchased MRBs of $9 million.

2023 Assumption Updates

The impact of the economic assumption update in the third quarter 2023 was a decrease of $5 million to income (loss) from continuing operations, before income taxes and a decrease to net income (loss) of $4 million.

The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $5 million consisted of a decrease in other income of $9 million, an increase in remeasurement of liability for future policy benefits of $51 million, a decrease in policyholders’ benefits of $2 million and a decrease in change in MRBs and purchased MRBs of $53 million.

Model Changes

There were no material model changes in the first nine months of 2024 and 2023.

Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating Earnings Adjustments

The table below presents the impact on pre-tax Non-GAAP Operating Earnings of our actuarial assumption updates by segment and Corporate and Other.


		Nine Months Ended September 30,
		2024		2023
	(in millions)
Impact of assumption updates by segment:
Individual Retirement		$	—	$	1
Group Retirement		21		—
Protection Solutions		(12)		11
Legacy		(8)		3
Impact of assumption updates on Corporate and Other		3		—
Total impact on pre-tax Non-GAAP Operating Earnings		$	4	$	15

2024 Assumption Updates

The impact of our 2024 annual review on Non-GAAP Operating Earnings was favorable by $4 million before taking into consideration the tax impacts, or $3 million after tax.

The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $13 million, increased remeasurement of liability for future policy benefits by $18 million, and decreased policyholders’ benefits by $9 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.

2023 Assumption Updates

The impact of our 2023 annual review on Non-GAAP Operating Earnings was favorable by $15 million before taking into consideration the tax impacts, or $12 million after tax.

The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $4 million, decreased remeasurement of liability for future policy benefits by $10 million and decreased policyholders’ benefits by $1 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.

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Key Operating Measures

In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, Non-GAAP Operating ROE, and Non-GAAP operating common EPS, each of which is a measure that is not determined in accordance with U.S. GAAP. Management principally uses these non-GAAP financial measures in evaluating performance because they present a clearer picture of our operating performance and they allow management to allocate resources. Similarly, management believes that the use of these Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide investors with a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is a mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies.

We also discuss certain operating measures, including AUM, AUA, AV, Protection Solutions reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Non-GAAP Operating Earnings

Non-GAAP Operating Earnings is an after-tax non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and the variable annuity product MRBs. This is a large source of volatility in net income.

Non-GAAP Operating Earnings equals our consolidated after-tax net income attributable to Holdings adjusted to eliminate the impact of the following items:

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

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In the third quarter 2023, the Company updated its operating earnings measure to exclude the impact of the annual actuarial assumption update attributable to LFPB as the majority of the earnings volatility attributable to these assumption updates relate to the Company’s Legacy and non-business segment products and as such do not represent the Company’s ongoing revenue generating activities or future business strategy, and impedes comparability of operating results period over period. Non-GAAP Operating Earnings were favorably impacted by this change in the amount of $61 million for the three and nine months ended September 30, 2023, respectively.

Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of the Company’s underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.

We use the prevailing corporate federal income tax rate of 21% while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.

The table below presents a reconciliation of net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net income (loss) attributable to Holdings	$	(134)	$	1,064	$	408	$	2,000
Adjustments related to:
Variable annuity product features (1)	738		(1,380)		1,136		(584)
Investment (gains) losses	46		411		101		554
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	13		8		44		26
Other adjustments (2) (3) (4)	—		91		59		198
Income tax expense (benefit) related to above adjustments	(167)		183		(281)		(40)
Non-recurring tax items (5)	5		36		18		(936)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

______________

(1)Includes the impact of favorable assumption updates of $16 million for the three and nine months ended September 30, 2024, respectively and 40 million for the three and nine months ended September 30, 2023, respectively.

(3)For the nine months ended September 30, 2024, includes $82 million of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

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(4)For the three and nine months ended September 30, 2024, includes $78 million contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $20 million and a decrease of $970 million for the three and nine months ended September 30, 2023, respectively.

Non-GAAP Operating ROE

We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earnings for the previous twelve calendar months by consolidated average equity attributable to Holdings’ common shareholders, excluding AOCI. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities. Therefore, we believe excluding AOCI is more effective for analyzing the trends of our operations.

The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the year ended September 30, 2024.


	Nine Months Ended September 30, 2024
	(in millions)
Net income (loss) available to Holdings’ common shareholders	$	(370)
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,872
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI	(4.2)		%

Non-GAAP Operating Earnings available to Holdings’ common shareholders	$	1,881
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,872
Non-GAAP Operating ROE	21.2		%

Non-GAAP Operating Common EPS

Non-GAAP operating common EPS is calculated by dividing Non-GAAP Operating Earnings by diluted common shares outstanding. The following table sets forth Non-GAAP operating common EPS:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(per share amounts)
Net income (loss) attributable to Holdings	$	(0.42)	$	3.06	$	1.25	$	5.62
Less: Preferred stock dividends	0.05		0.04		0.17		0.15
Net income (loss) available to Holdings’ common shareholders	(0.47)		3.02		1.08		5.47
Adjustments related to:
Variable annuity product features (1)	2.32		(3.97)		3.47		(1.64)
Investment (gains) losses	0.14		1.18		0.31		1.56
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	0.04		0.02		0.13		0.07
Other adjustments (2) (3) (4)	—		0.27		0.19		0.55
Income tax expense (benefit) related to above adjustments	(0.52)		0.53		(0.86)		(0.11)
Non-recurring tax items (5)	0.02		0.10		0.05		(2.63)
Non-GAAP Operating Earnings	$	1.53	$	1.15	$	4.37	$	3.27

______________

(1)Includes the impact of favorable assumption updates of $0.05 for the three and nine months ended September 30, 2024, respectively and 0.11 for the three and nine months ended September 30, 2023, respectively.

(2)Includes certain gross legal expenses related to the COI litigation of $0 and $0.32 for the three and nine months ended September 30, 2024, respectively, and $0 and $0.10 for the three and nine months ended September 30, 2023, respectively. Includes the impact of unfavorable annual actuarial assumptions updates related to LFPB of $0.18 and $0.17 for the three and nine months ended September 30, 2023.

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(3)For the nine months ended September 30, 2024, includes $0.25 of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(4)For the three and nine months ended September 30, 2024 includes $0.24 contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(5)For the three and nine months ended September 30, 2024 and 2023, respectively, non-recurring tax items reflect primarily the effect of uncertain tax positions for a given audit period. An increase of the deferred tax valuation allowance of $0.06 and a decrease of $2.73 for the three and nine months ended September 30, 2023, respectively.

Assets Under Management

AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.

Assets Under Administration

AUA includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.

Account Value

AV generally equals the aggregate policy account value of our retirement products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.

Protection Solutions Reserves

Protection Solutions reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in our Protection Solutions segment.

Consolidated Results of Operations

Our consolidated results of operations are significantly affected by conditions in the capital markets and the economy because we offer market sensitive products. These products have been a significant driver of our results of operations. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risk of movements in the equity markets and interest rates. The volatility in net income attributable to Holdings for the periods presented below results from the mismatch between: (i) the change in carrying value of the reserves for GMDB and certain GMIB features that do not fully and immediately reflect the impact of equity and interest market fluctuations; (ii) the change in fair value of products with the GMIB feature that have a no-lapse guarantee; and (iii) our hedging and reinsurance programs.

Ownership and Consolidation of AllianceBernstein

Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the General Partner of AB. Accordingly, AB’s results are fully reflected in our consolidated financial statements. For additional information on our economic interest in AB, see Note 1 of the Notes to the Consolidated Financial Statements.

Consolidated Results of Operations

The following table summarizes our consolidated statements of income (loss):

Consolidated Statements of Income (Loss)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions, except per share data)
REVENUES
Policy charges and fee income	$	626	$	599	$	1,857	$	1,781
Premiums	313		267		870		823

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions, except per share data)
Net derivative gains (losses)	(714)		615		(2,298)		(1,143)
Net investment income (loss)	1,309		1,071		3,694		3,097
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans	(28)		(65)		(63)		(145)
Other investment gains (losses), net	(18)		(346)		(38)		(409)
Total investment gains (losses), net	(46)		(411)		(101)		(554)
Investment management and service fees	1,287		1,217		3,805		3,579
Other income	301		266		989		775
Total revenues	3,076		3,624		8,816		8,358

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	663		693		2,007		2,107
Remeasurement of liability for future policy benefits	16		49		9		46
Change in market risk benefits and purchased market risk benefits	79		(817)		(1,154)		(1,772)
Interest credited to policyholders’ account balances	708		556		1,879		1,520
Compensation and benefits	571		593		1,768		1,742
Commissions and distribution-related payments	485		405		1,385		1,178
Interest expense	55		55		174		171
Amortization of deferred policy acquisition costs	184		165		525		472
Other operating costs and expenses	329		450		1,309		1,339
Total benefits and other deductions	3,090		2,149		7,902		6,803
Income (loss) from continuing operations, before income taxes	(14)		1,475		914		1,555
Income tax (expense) benefit	40		(340)		(106)		677
Net income (loss)	26		1,135		808		2,232
Less: Net income (loss) attributable to the noncontrolling interest	160		71		400		232
Net income (loss) attributable to Holdings	(134)		1,064		408		2,000
Less: Preferred stock dividends	14		14		54		54
Net income (loss) available to Holdings’ common shareholders	$	(148)	$	1,050	$	354	$	1,946

EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic	$	(0.47)	$	3.03	$	1.09	$	5.49
Diluted	$	(0.47)	$	3.02	$	1.08	$	5.47
Weighted average common shares outstanding (in millions):
Basic	318.2		346.4		324.2		354.4
Diluted	318.2		348.0		327.7		355.9


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

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The following table summarizes our Non-GAAP Operating Earnings per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Non-GAAP Operating Earnings per common share:
Basic	$	1.53	$	1.15	$	4.41	$	3.28
Diluted	$	1.53	$	1.15	$	4.37	$	3.27

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

Net Income (Loss) Attributable to Holdings

Net income attributable to Holdings decreased $1.2 billion to a $134 million loss for the three months ended September 30, 2024 from $1.1 billion income in the three months ended September 30, 2023. The following notable items were the primary drivers for the change in net income (loss):

Unfavorable items included:

•Net derivative losses increased by $1.3 billion mainly due to higher equity market appreciation during the third quarter 2024 compared to the third quarter 2023.

•Change in market risk benefits and purchased market risk benefits increased by $896 million mainly due to a decrease in interest rates in the third quarter 2024 compared to an increase in the third quarter 2023. This was partially offset by favorable equity market movements in the third quarter 2024 compared to unfavorable equity market movements in the third quarter 2023.

•Interest credited to policyholders’ account balances increased by $152 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.

•Commissions and distribution-related payments increased by $80 million mainly due to higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment, and higher asset-based commissions and sales volume in our Individual Retirement segment.

•Amortization of DAC increased by $19 million mainly due to growth in the Individual Retirement segment from sales momentum.

•Net income attributable to noncontrolling interest increased by $89 million mainly due to higher pre-tax earnings.

These were partially offset by the following favorable items:

•Investment losses decreased by $365 million mainly due to our rebalancing program to reduce duration during the third quarter 2023.

•Net investment income increased by $238 million mainly due to higher average asset balances, higher investment yields, higher alternative investments, and higher income on seed capital investments.

•Fee-type revenue increased by $178 million mainly due to higher investment base advisory fees and distribution revenue from higher average AUM in our Asset Management segment, higher average Separate Account values from market appreciation and one-time assumption update in our Group Retirement segment, and higher Employee Benefits premium growth in our Protection Solutions segment, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.

•Compensation, benefits, interest and other operating expenses decreased by $143 million mainly due to a fair value adjustment of the contingent payment liability in our Asset Management segment.

•Remeasurement of liability for future policy benefits decreased by $33 million mainly due to less unfavorable assumption updates in the third quarter 2024 compared to the third quarter 2023.

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•Policyholders’ benefits decreased by $30 million mainly due to lower net mortality in our Protection Solutions segment.

•Income tax expense decreased by $380 million mainly due to lower pre-tax income in the third quarter 2024 compared to the third quarter 2023.

Non-GAAP Operating Earnings

Non-GAAP Operating Earnings increased by $88 million to $501 million for the three months ended September 30, 2024 from $413 million in the three months ended September 30, 2023. The following notable items were the primary drivers for the change in Non-GAAP Operating Earnings:

Favorable items included:

•Net investment income increased by $179 million mainly due to higher average assets balances, higher investment yields, higher alternative investments, and higher income on seed capital investments.

•Policyholders’ benefits decreased by $36 million mainly due to lower net mortality in our Protection Solutions segment.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $121 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.

•Net derivative losses increased $43 million mainly due to higher losses from economically hedging seed capital investments (primarily offset in Net investment income).

•Remeasurement of liability for future policy benefits increased by $32 million mainly due to unfavorable assumption updates and model changes in third quarter 2024 related to our core business.

•Net income attributable to the noncontrolling interest increased by $29 million mainly due to higher pre-tax earnings.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Net Income (Loss) Attributable to Holdings

Net income attributable to Holdings decreased by $1.6 billion to net income of $408 million for the nine months ended September 30, 2024 from net income of $2.0 billion for the nine months ended September 30, 2023. The following were notable changes in net income (loss):

Unfavorable items included:

•Net derivative losses increased by $1.2 billion mainly due to higher equity market appreciation during the first nine months of 2024 compared to the first nine months of 2023.

•Change in market risk benefits and purchased market risk benefits increased by $618 million mainly due to less favorable interest rate movements in the first nine months of 2024 compared to the first nine months of 2023. This was partially offset by more favorable equity market movements in the first nine months of 2024 compared to the first nine months of 2023.

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•Interest credited to policyholders’ account balances increased by $359 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.

•Commissions and distribution-related payments increased by $207 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from average AUM in our Asset Management segment, and higher asset-based commissions and sales volume in our Individual Retirement segment.

•Amortization of DAC increased by $53 million mainly due to growth in our Individual Retirement segment from sales momentum.

•Net income attributable to noncontrolling interest increased by $168 million mainly due to higher pre-tax earnings.

•Income tax expense increased by $783 million primarily due to a partial release of the valuation allowance of $970 million on the deferred tax asset in the nine months ended September 30, 2023 compared to no valuation allowance release in the nine months ended September 30, 2024.

These were partially offset by the following favorable items:

•Net investment income increased by $597 million mainly due to higher average assets balances, higher investment yields, higher alternative investments, and higher income on seed capital investments.

•Fee-type revenue increased by $563 million mainly driven by higher investment base advisory fees and distribution revenue from higher average AUM and the gain on sale of AB’s Bernstein Research Service in our Asset Management segment, higher advisory fee type revenue attributed to higher average asset balances in our Wealth Management segment, higher average Separate Account values from market appreciation and one-time assumption update in our Group Retirement segment, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.

•Investment losses decreased by $453 million mainly due to our rebalancing program to reduce duration during 2023.

•Policyholders’ benefits decreased by $100 million mainly due to lower net mortality, partially offset by growth in EB in our Protection Solutions segment.

See “—Significant Factors Impacting Our Results—Effect of Assumption Updates on Operating Results” for more information regarding assumption updates.

Non-GAAP Operating Earnings

Non-GAAP Operating Earnings increased by $267 million to $1.5 billion for the nine months ended September 30, 2024 from $1.2 billion in the nine months ended September 30, 2023. The following were notable changes in Non-GAAP Operating Earnings:

Favorable items included:

•Net investment income increased by $551 million mainly due to higher average asset balances, higher investment yields, higher alternative investments, and higher income on seed capital investments.

•Fee-type revenue increased by $434 million mainly driven by higher investment base advisory fees and distribution revenue from higher average AUM in our Asset Management segment, higher advisory fee type revenue attributed to higher average assets balances in our Wealth Management segment, higher average Separate Account values from market appreciation and one-time assumption update in our Group Retirement segment, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.

•Policyholders’ benefits decreased by $106 million mainly due to lower net mortality, partially offset by growth in EB in our Protection Solutions segment.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $327 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.

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•Commissions and distribution-related payments increased by $207 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment, and higher asset-based commissions and sales volume in our Individual Retirement segment.

•Compensation, benefits, interest expense and other operating costs increased by $60 million mainly due to higher employee compensation, benefits, taxes and sub-advisory fees in our Protection Solutions segment and higher variable compensation from higher sales in our Wealth Management segment.

•Amortization of DAC increased by $53 million mainly due to growth in our Individual Retirement segment from sales momentum.

•Remeasurement of liability for future policy benefits increased by $28 million mainly due to unfavorable assumption updates and model changes in the third quarter 2024 related to our core business.

•Net derivative losses increased by $17 million mainly due to higher losses from economically hedging seed capital investments (offset in Net investment income) in our Asset Management segment.

•Net income attributable to the noncontrolling interest increased by $70 million mainly due to higher pre-tax earnings.

•Income tax expense increased by $62 million mainly driven by higher pre-tax earnings in 2024.

Results of Operations by Segment

We manage our business through the following six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. We report certain activities and items that are not included in our six segments in Corporate and Other. The following section presents our discussion of operating earnings (loss) by segment and AUM, AV and Protection Solutions Reserves by segment, as applicable. Consistent with U.S. GAAP guidance for segment reporting, operating earnings (loss) is our U.S. GAAP measure of segment performance. See Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.

The following table summarizes operating earnings (loss) on our segments and Corporate and Other:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss) by segment:
Individual Retirement	$	225	$	220	$	713	$	671
Group Retirement	141		105		390		301
Asset Management	111		99		318		297
Protection Solutions	46		34		154		23
Wealth Management	50		40		137		114
Legacy	27		31		93		119
Corporate and Other	(99)		(116)		(320)		(307)
Non-GAAP Operating Earnings	$	501	$	413	$	1,485	$	1,218

Effective Tax Rates by Segment

Income tax expense is calculated using the ETR and then allocated to our business segments using a 14% ETR for our retirement and protection businesses (Individual Retirement, Group Retirement, Protection Solutions and Legacy), a 29% ETR for Asset Management and a 26% ETR for Wealth Management .

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Individual Retirement

The Individual Retirement segment includes our variable annuity products which primarily meet the needs of individuals saving for retirement or seeking retirement income.

The following table summarizes operating earnings (loss) of our Individual Retirement segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	225	$	220	$	713	$	671

Key components of operating earnings (loss) were:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	224	$	202	$	641	$	596
Net investment income	635		475		1,783		1,272
Net derivative gains (losses)	(5)		(5)		(16)		(15)
Investment management, service fees and other income	90		90		270		277
Segment revenues	$	944	$	762	$	2,678	$	2,130

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	82	$	73	$	237	$	223

Remeasurement of liability for future policy benefits	1		1		(1)		1
Interest credited to policyholders’ account balances	336		189		865		482
Commissions and distribution-related payments	97		69		254		192
Amortization of deferred policy acquisition costs	119		102		339		283
Compensation, benefits and other operating costs and expenses	47		50		152		142
Interest expense	—		1		—		1
Segment benefits and other deductions	$	682	$	485	$	1,846	$	1,324

The following table summarizes AV for our Individual Retirement segment:





	September 30, 2024		December 31, 2023
	(in millions)
AV (1)
General Account	$	66,473	$	52,387
Separate Accounts	42,393		39,619
Total AV	$	108,866	$	92,006

_____________

(1)AV presented are net of reinsurance.

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The following table summarizes a roll-forward of AV for our Individual Retirement segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	102,262	$	84,183	$	92,006	$	74,583
Gross premiums	4,856		3,859		13,732		10,440
Surrenders, withdrawals and benefits	(2,946)		(2,189)		(8,322)		(6,339)
Net flows	1,910		1,670		5,410		4,101
Change in market value and reinvestment and policy charges	3,198		(1,336)		5,613		1,704
Change in fair value of embedded derivative instruments	1,496		(1,047)		5,837		3,075
Other (1)	—		—		—		7
Balance, end of period	$	108,866	$	83,470	$	108,866	$	83,470

Balance as of end of period net of embedded derivative instruments	$	92,899	$	75,772	$	92,899	$	75,772

______________

(1)For the nine months ended September 30, 2023, amounts reflect a total special payment applied to the accounts of active clients as part of a previously disclosed settlement agreement between Equitable Financial and the SEC.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Individual Retirement Segment

Operating earnings

Operating earnings increased $5 million to $225 million during the three months ended September 30, 2024 from $220 million three months ended September 30, 2023. The following notable items were the primary drivers of the change in operating earnings:

Favorable items included:

•Net investment income increased by $160 million mainly due to higher average SCS asset balances and higher investment yields.

•Fee-type revenue increased by $22 million due to higher average Separate Accounts values as a result of higher equity markets in 2024.

•Income tax expense decreased by $20 million mainly driven by a lower ETR in 2024.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $147 million mainly due to the growth of SCS account values.

•Commissions and distribution-related payments increased by $28 million mainly due to higher asset-based commissions and sales volumes.

•Amortization of DAC increased by $17 million mainly driven by growth in the business from sales momentum.

Net Flows and AV

•Total AV as of September 30, 2024 was $108.9 billion, an increase of $6.6 billion, compared to June 30, 2024. The increase in AV was primarily due to $4.7 billion of market appreciation and change in fair value of embedded derivative instruments in third quarter 2024 and $1.9 billion of net inflows.

•Net inflows of $1.9 billion were $240 million higher than in the three months ended September 30, 2023, mainly driven by higher gross premiums.

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Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Individual Retirement Segment

Operating earnings

Operating earnings increased $42 million to $713 million during the nine months ended September 30, 2024 from $671 million in the nine months ended September 30, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Net investment income increased by $511 million mainly due to higher income from higher average SCS asset balances, higher investment yields, and higher alternative investment income.

•Fee-type revenue increased by $38 million mainly due to higher average Separate Account values.

•Income tax expense decreased by $16 million mainly driven by a lower ETR in 2024.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $383 million mainly due to growth of SCS account values.

•Commissions and distribution-related payments increased by $62 million mainly due to higher asset-based commissions and sales volumes.

•Amortization of DAC increased by $56 million mainly due to growth in the business from sales momentum.

•Policyholders’ benefits increased by $14 million mainly due to growth in the payout business.

Net Flows and AV

•The increase in AV of $16.9 billion in the nine months ended September 30, 2024 was driven by an increase in investment performance as a result of market appreciation and change in fair value of embedded derivative instruments of $11.5 billion in the nine months ended September 30, 2024 and net inflows of $5.4 billion.

•Net inflows of $5.4 billion were $1.3 billion higher than in the nine months ended September 30, 2023, mainly driven by higher sales in the nine months ended September 30, 2024.

Group Retirement

The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.

The following table summarizes operating earnings (loss) of our Group Retirement segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	141	$	105	$	390	$	301

Key components of operating earnings (loss) are:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	81	$	71	$	233	$	201
Net investment income	143		128		424		372
Net derivative gains (losses)	(1)		—		(1)		(1)

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Investment management, service fees and other income	91		68		233		199
Segment revenues	$	314	$	267	$	889	$	771

BENEFITS AND OTHER DEDUCTIONS

Interest credited to policyholders’ account balances	60		55		168		157
Commissions and distribution-related payments	39		35		128		119
Amortization of deferred policy acquisition costs	16		14		39		44
Compensation, benefits and other operating costs and expenses	35		31		99		89

Segment benefits and other deductions	$	150	$	135	$	434	$	409

The following table summarizes AV and AUA for our Group Retirement segment:




	September 30, 2024		December 31, 2023
	(in millions)
AV and AUA
General Account	$	9,369	$	8,952
Separate Accounts and Mutual Funds	31,493		27,519
Total AV and AUA (1)	$	40,862	$	36,471

____________

(1) AV presented are net of reinsurance.

The following table summarizes a roll-forward of AV and AUA for our Group Retirement segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	39,267	$	34,986	$	36,471	$	32,005
Gross Premiums	956		807		3,544		2,669
Surrenders, withdrawals and benefits	(1,202)		(937)		(3,514)		(2,790)
Net flows	(246)		(130)		30		(121)
Change in market value and reinvestment and policy charges	1,828		(989)		4,318		1,895
Change in fair value of embedded derivative instruments	13		(17)		43		45
Other (1)	—		—		—		26
Balance, end of period	$	40,862	$	33,850	$	40,862	$	33,850

Balance as of end of period net of embedded derivative instruments	$	40,786	$	33,792	$	40,786	$	33,792

____________

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Group Retirement Segment

Operating earnings

Operating earnings increased by $36 million to $141 million during the three months ended September 30, 2024 from $105 million in the three months ended September 30, 2023. The following notable items were the primary drivers of the change in operating earnings:

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Favorable items included:

•Fee-type revenue increased by $33 million primarily due to higher average Separate Account values from market appreciation and one-time assumption update.

•Net investment income increased by $15 million due to higher income primarily from higher average asset balances and higher investment yields.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $5 million mainly due to higher average institutional account balances (offset in Net investment income).

•Commissions and distribution related payments increased by $4 million mainly due to higher premium-based commissions payments.

See “—Significant Factors Impacting Our Results—Effect of Assumption Updates on Operating Results” for more information regarding assumption updates.

Net Flows and AV

•The increase in AV of $1.6 billion in the three months ended September 30, 2024 was driven primarily by equity market appreciation of $1.8 billion partially offset by net outflows of $246 million.

•Net outflows of $246 million for the three months ended September 30, 2024 increased by $116 million compared to the three months ended September 30, 2023, driven by higher tax-exempt and corporate outflows partially offset by higher gross premiums.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Group Retirement Segment

Operating earnings

Operating earnings increased by $89 million to $390 million during the nine months ended September 30, 2024 from $301 million during the nine months ended September 30, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Fee-type revenue increased by $66 million primarily due to higher average Separate Account values from market appreciation and one-time assumption update in the third quarter 2024.

•Net investment income increased by $52 million due to higher income primarily from alternative investment income, higher average asset balances, and higher investment yields.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $11 million mainly due to higher average account balances in our institutional market (offset in Net investment income).

•Compensation, benefits and other operating costs and expenses increased by $10 million mainly due to the expansion of our Institutional business and higher vendor and software expenses.

•Commissions and distribution-related payments increased by $9 million mainly due to higher premium-based and asset-based commission payments.

Net Flows and AV

•The increase in AV of $4.4 billion in the nine months ended September 30, 2024 was primarily driven by equity market appreciation and net inflows of $30 million.

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•Net inflows of $30 million for the nine months ended September 30, 2024 increased $151 million compared to the nine months ended September 30, 2023, mainly driven by large institutional lump sum premiums partially offset by higher tax-exempt and corporate surrenders.

Asset Management

The Asset Management segment provides diversified investment management and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our average economic interest in AB of approximately 61%, and 61% during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	111	$	99	$	318	$	297

Key components of operating earnings (loss) were:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES

Net investment income (loss)	$	17	$	(9)	$	32	$	2
Net derivative gains (losses)	(16)		9		(22)		(2)
Investment management, service fees and other income	1,085		1,034		3,220		3,043
Segment revenues	$	1,086	$	1,034	$	3,230	$	3,043

BENEFITS AND OTHER DEDUCTIONS


Commissions and distribution related payments	$	192	$	156	$	545	$	454

Compensation, benefits and other operating costs and expenses	633		644		1,909		1,900
Interest expense	8		14		37		42
Segment benefits and other deductions	$	833	$	814	$	2,491	$	2,396

Changes in AUM in the Asset Management segment were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in billions)
Balance, beginning of period	$	769.5	$	691.5	$	725.2	$	646.4
Long-term flows
Sales/new accounts	35.5		25.2		100.0		73.2
Redemptions/terminations	(26.4)		(20.3)		(77.2)		(64.1)
Cash flow/unreinvested dividends	(8.0)		(6.8)		(20.3)		(14.3)
Net long-term (outflows) inflows	1.1		(1.9)		2.5		(5.2)



Market appreciation (depreciation)	35.3		(20.6)		78.2		27.8
Net change	36.4		(22.5)		80.7		22.6
Balance, end of period	$	805.9	$	669.0	$	805.9	$	669.0

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Average AUM in the Asset Management segment for the periods presented by distribution channel and investment services were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in billions)
Distribution Channel:
Institutions	$	328.4	$	307.0	$	321.8	$	305.1
Retail	324.4		266.8		309.3		259.2
Private Wealth	133.1		115.8		128.2		112.9
Total	$	785.9	$	689.6	$	759.3	$	677.2

Investment Service:
Equity Actively Managed	$	267.2	$	235.8	$	259.6	$	230.7
Equity Passively Managed (1)	67.3		59.3		65.0		57.5
Fixed Income Actively Managed – Taxable	212.3		200.3		211.0		197.9
Fixed Income Actively Managed – Tax-exempt	68.6		56.3		65.3		55.2
Fixed Income Passively Managed (1)	11.3		9.4		11.2		9.5
Alternatives/Multi-Asset Solutions (2)(3)	159.2		128.5		147.2		126.4
Total	$	785.9	$	689.6	$	759.3	$	677.2

____________

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity of fixed income services.

(3)Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during the three months ended September 30, 2024 to better align with standard industry practice for asset class reporting purposes.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Asset Management Segment

Operating earnings

Operating earnings increased $12 million to $111 million during the three months ended September 30, 2024 from $99 million during the three months ended September 30, 2023. The following notable items were the primary drivers of the change in operating earnings:

Favorable items included:

•Fee-type revenue increased by $51 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.

•Net investment income increased by $26 million mainly due to higher gains from seed capital investments (primarily offset by Net derivative losses).

•Compensation, benefits, interest expense and other operating costs decreased by $17 million mainly due to lower base compensation and other expenses driven by the sale of Bernstein Research Services and lower interest expense from lower weighted average borrowings, partially offset by higher incentive compensation related to higher average AUM and increased office related expenses.

These were partially offset by the following unfavorable items included:

•Commissions and distribution-related payments increased by $36 million mainly due to higher payments for the distribution of AB mutual funds resulting from higher average AUM.

•Net derivative losses increased by $25 million mainly due to higher losses from economically hedging seed capital investments (primarily offset by Net investment income).

•Net income attributable to noncontrolling interest increased by $15 million due to higher pre-tax earnings.

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Long-Term Net Flows and AUM

•Total AUM as of September 30, 2024 was $805.9 billion, up $36.4 billion or 4.7%, compared to June 30, 2024. During the third quarter 2024, AUM increased as a result of market appreciation of $35.3 billion and net inflows of $1.1 billion. Market appreciation was attributed to Institutions of $16.8 billion, Retail of $12.8 billion, and Private Wealth of $5.7 billion. Net inflows were due to Retail net inflows of $5.4 billion and Private Wealth net inflows of $0.1 billion, partially offset by Institutions net outflows of $4.4 billion.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Asset Management Segment

Operating earnings

Operating earnings increased $21 million to $318 million during the nine months ended September 30, 2024 from $297 million in the nine months ended September 30, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Fee-type revenue increased by $177 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, higher performance based fees, partially offset by lower revenue from Bernstein Research Services due to the sale of this business completed during April 2024.

•Net investment income increased by $30 million mainly due to higher gains from seed capital investments.

These were offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $91 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM.

•Net derivative losses increased by $20 million mainly due to higher losses from economically hedging seed capital investments.

•Compensation, benefits, interest expense and other operating costs increased by $4 million mainly due to higher incentive compensation expense and other expenses including office related expenses, partially offset by lower base compensation and other expenses driven by the sale of Bernstein Research Services and the recognition of a $21 million incentive grant gain in connection with the AB headquarters relocation to Nashville.

•Net income attributable to noncontrolling interest increased by $39 million due to higher pre-tax earnings.

•Income tax expense increased by $32 million primarily due to a higher ETR and higher pre-tax earnings for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Long-Term Net Flows and AUM

•Total AUM as of September 30, 2024 was $805.9 billion, up $80.7 billion, or 11.1%, compared to December 31, 2023. The increase is a result of market appreciation of $78.2 billion and net inflows of $2.5 billion. Market appreciation of $78.2 billion attributed to Retail of $35.5 billion, Institutions of $28.4 billion and Private Wealth of $14.3 billion. Net inflows were driven by Retail and Private Wealth net inflows of $12.3 billion and $0.6 billion respectively, which were partially offset by Institutions net outflows of $10.4 billion.

Protection Solutions

The Protection Solutions segment includes our life insurance and EB businesses. We provide a targeted range of products aimed at serving the financial needs of our clients throughout their lives, including VUL, IUL and term life products. In 2015, we entered the EB market and currently offer a suite of dental, vision, life, as well as short- and long-term disability insurance products to small and medium-size businesses.

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The following table summarizes operating earnings (loss) of our Protection Solutions segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	46	$	34	$	154	$	23

Key components of operating earnings (loss) were:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	537	$	516	$	1,597	$	1,560
Net investment income	258		260		775		719
Net derivative gains (losses)	1		7		—		(11)
Investment management, service fees and other income	43		39		126		105
Segment revenues	$	839	$	822	$	2,498	$	2,373

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	455	$	512	$	1,415	$	1,531
Remeasurement of liability for future policy benefits	26		(16)		10		(12)

Interest credited to policyholders’ account balances	141		137		409		392
Commissions and distribution related payments	43		37		126		107
Amortization of deferred policy acquisition costs	31		30		93		89
Compensation, benefits and other operating costs and expenses	87		79		264		236
Interest expense	—		2		—		2
Segment benefits and other deductions	$	783	$	781	$	2,317	$	2,345

The following table summarizes Protection Solutions Reserves for our Protection Solutions segment:




	September 30, 2024		December 31, 2023
	(in millions)
Protection Solutions Reserves (1)
General Account	$	18,318	$	18,184
Separate Accounts	18,684		16,337
Total Protection Solutions Reserves	$	37,002	$	34,521

_______________

(1)Does not include Protection Solutions Reserves for our EB business as it is a scaling business and therefore has immaterial in-force policies.

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The following table presents our in-force face amounts for our individual life insurance products:





	September 30, 2024		December 31, 2023
	(in billions)
In-force face amount by product: (1)
Universal Life (2)	$	39.1	$	40.9
Indexed Universal Life	26.3		26.9
Variable Universal Life (3)	140.1		136.9
Term	203.7		206.5
Whole Life	1.1		1.1
Total in-force face amount	$	410.3	$	412.3

_______________

(1)Includes individual life insurance and does not include EB as it is a scaling business and therefore has immaterial in-force policies.

(2)UL includes GUL.

(3)VUL includes VL and COLI.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Protection Solutions Segment

Operating earnings (loss)

Operating earnings increased by $12 million to $46 million during the three months ended September 30, 2024 from $34 million in the three months ended September 30, 2023. The following notable items were the primary drivers of the change in operating earnings:

Favorable items included:

•Policyholders’ benefits decreased by $57 million mainly due to lower net mortality.

•Fee-type revenue increased by $25 million mainly driven by EB premium growth.

These were partially offset by the following unfavorable items:

•Remeasurement of liability for future policy benefits increased by $42 million mainly due to unfavorable assumption updates and model changes in the third quarter 2024 compared to the third quarter 2023.

•Compensation, benefits, interest expense and other operating costs increased by $6 million mainly driven by IT expenses and higher sub-advisory fees.

•Commissions and distribution-related payments increased by $6 million mainly due to growth in EB and Life Insurance.

•Net derivative gains decreased by $6 million mainly due to inflation swaps.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Protection Solutions Segment

Operating earnings (loss)

Operating earnings increased $131 million to $154 million during the nine months ended September 30, 2024 from $23 million loss in the nine months ended September 30, 2023. The following were notable changes in operating earnings (losses):

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Favorable items included:

•Policyholders’ benefits decreased by $116 million mainly due to lower net mortality, partially offset by growth in EB.

•Fee-type revenue increased by $58 million mainly driven by higher premiums due to growth in EB.

•Net investment income increased by $56 million mainly due to higher alternative investment income, higher average asset balances, and higher investment yields.

These were partially offset by the following unfavorable items:

•Compensation, benefits, interest expense and other operating costs increased by $26 million mainly due to higher employee compensation, higher sub-advisory fees, and benefits and taxes.

•Remeasurement of liability for future policy benefits increased by $22 million mainly due to unfavorable assumption updates and model changes in the third quarter of 2024 as compared to third quarter 2023, partially offset by favorable mortality in the first nine months 2024 compared to 2023.

•Commissions and distribution-related payments increased by $19 million mainly due to growth in EB and Life Insurance.

•Interest credited to policyholders’ account balances increased by $17 million mainly due to higher crediting rates.

•Income tax expense increased by $21 million primarily due to higher pre-tax earnings, partially offset by a lower ETR for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Wealth Management

The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products. In 2023, we began reporting this business separately from our other segments and Corporate and Other.

The following table summarizes operating earnings (loss) of our Wealth Management segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	50	$	40	$	137	$	114

Key components of operating earnings (loss) were:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES

Net investment income	$	4	$	4	$	12	$	9

Investment management, service fees and other income	446		386		1,303		1,134
Segment revenues	$	450	$	390	$	1,315	$	1,143

BENEFITS AND OTHER DEDUCTIONS




Commissions and distribution-related payments	$	281	$	244	$	823	$	715

Compensation, benefits and other operating costs and expenses	103		93		307		278

Segment benefits and other deductions	$	384	$	337	$	1,130	$	993

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The following table summarizes revenue by activity type for our Wealth Management segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Revenue by Activity Type
Investment management, service fees and other income:
Investment management and advisory fees	$	167	$	141	$	478	$	402
Distribution fees	262		229		775		685
Interest income	12		13		37		37
Service and other income	5		3		13		10
Total Investment management, service fees and other income	$	446	$	386	$	1,303	$	1,134

The following table summarizes a roll-forward of AUA for our Wealth Management segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Total Wealth Management Assets
Advisory assets:
Beginning, beginning of period	$	60,398	$	50,862	$	55,072	$	45,544
Advisory net flows	1,860		909		3,224		2,434
Advisory market appreciation (depreciation) and other	3,132		(1,654)		7,094		2,140
Advisory ending assets	$	65,390	$	50,118	$	65,390	$	50,118

Brokerage and direct assets	35,041		$	29,241	$	35,041	$	29,241

Balance, end of period	$	100,431	$	79,359	$	100,431	$	79,359

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Wealth Management Segment

Operating earnings

Operating earnings increased by $10 million to $50 million during the three months ended September 30, 2024 from $40 million in the three months ended September 30, 2023. The following were notable changes:

Favorable items included:

•Investment management, service fees and other income increased by $60 million mainly due to higher advisory fee type revenue attributed to higher average assets balances combined with increased distribution fees from higher retirement sales.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $37 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances.

•Compensation, benefits and other operating costs and expenses increased by $10 million mainly due to higher variable compensation from higher sales.

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Net Flows and AV

•The increase in AUA of $6.6 billion in the three months ended September 30, 2024 was mainly driven by market appreciation and strong advisory net flows of $1.9 billion.

•Advisory net inflows of $1.9 billion were $951 million higher than in the three months ended September 30, 2023 mainly driven by increased sales.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Wealth Management Segment

Operating earnings

Operating earnings increased $23 million to $137 million during the nine months ended September 30, 2024 compared to $114 million in the nine months ended September 30, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Investment management, service fees and other income increased by $169 million mainly due to higher advisory fee type revenue attributed to higher average assets balances combined with increased distribution fees from higher retirement sales.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $108 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.

•Compensation, benefits and other operating costs and expenses increased by $29 million mainly due to higher variable compensation from higher sales.

•Income tax expense increased by $12 million primarily due to higher pre-tax earnings and a higher ETR in 2024.

Net Flows and AUA

•The increase in AUA of $13.4 billion in the nine months ended September 30, 2024 was mainly driven by market appreciation and advisory net flows of $3.2 billion.

•Advisory net inflows of $3.2 billion were $790 million higher than in the nine months ended September 30, 2024 mainly driven by sales.

Legacy

The Legacy segment consists of our capital intensive fixed-rate GMxB business written prior to 2011.

The following table summarizes operating earnings (loss) of our Legacy segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	27	$	31	$	93	$	119

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Key components of operating earnings (loss) were:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	6	$	7	$	27	$	19
Net investment income	15		22		46		82

Investment management, service fees and other income	96		100		296		304
Segment revenues	$	117	$	129	$	369	$	405

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	—	$	—	$	—	$	—
Remeasurement of liability for future policy benefits	—		—		—		—
Change in market risk benefits and purchased market risk benefits	—		—		—		—
Interest credited to policyholders’ account balances	9		9		26		29
Commissions and distribution-related payments	40		45		121		131
Amortization of deferred policy acquisition costs	16		16		47		48
Compensation, benefits and other operating costs and expenses	20		20		67		55
Interest expense	—		—		—		—
Segment benefits and other deductions	$	85	$	90	$	261	$	263

The following table summarizes AV for our Legacy segment:





	September 30, 2024		December 31, 2023
	(in millions)
AV (1)
General Account	$	465	$	524
Separate Accounts	21,789		21,316
Total AV	$	22,254	$	21,840

_______________

(1)AV presented are net of reinsurance.

The following table summarizes a roll-forward of AV for our Legacy segment net of the Venerable Transaction:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Balance, beginning of period	$	21,903	$	22,083	$	21,840	$	21,176
Gross Premiums	42		47		131		137
Surrenders, withdrawals and benefits	(754)		(607)		(2,168)		(1,787)
Net flows	(712)		(560)		(2,037)		(1,650)
Investment performance, interest credited and policy charges	1,063		(933)		2,451		1,064

Balance, end of period	$	22,254	$	20,590	$	22,254	$	20,590

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Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 for the Legacy segment

Operating earnings

Operating earnings decreased $4 million to $27 million during the three months ended September 30, 2024 from $31 million in the three months ended September 30, 2023. The decrease is mainly due to lower Net investment income as a result of lower average asset balances.

Net Flows and AV

•The increase in AV of $351 million in the three months ended September 30, 2024 was driven by positive investment performance of $1.1 billion, partially offset by net outflows of $712 million.

•Net outflows of $712 million were $152 million higher than in the three months ended September 30, 2024, mainly driven by continuing runoff of the business.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 for the Legacy Segment

Operating earnings

Operating earnings decreased $26 million to $93 million during the three months ended September 30, 2024 from $119 million in the nine months ended September 30, 2023. The decrease is mainly due to lower Net investment income as a result of lower average asset balances.

Net Flows and AV

•The increase in AV of $414 million in the nine months ended September 30, 2024 was primarily driven by $2.5 billion of market appreciation, partially offset by net outflows of $2.0 billion.

•Net outflows of $2.0 billion were $387 million higher than in the nine months ended September 30, 2023, mainly driven by continuing runoff of the business.

Corporate and Other

Corporate and Other includes some of our financing and investment expenses. It also includes: the Closed Block, run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and financing fees and corporate expense. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.

The following table summarizes operating earnings (loss) of Corporate and Other:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Operating earnings (loss)	$	(99)	$	(116)	$	(320)	$	(307)

General Account Investment Portfolio

Our investment philosophy is driven by our long-term commitments to clients, robust risk management and strategic asset allocation. Our General Account investment portfolio investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation and investment return, subject to duration and liquidity requirements by product as well as diversification of investment risks. Investment activities are undertaken based on established investment guidelines and are required to comply with applicable laws and insurance regulations.

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Risk tolerances are established for credit risk, market risk, liquidity risk and concentration risk across issuers and asset classes, each of which seek to mitigate the impact of cash flow variability arising from these risks. Significant interest rate increases and market volatility since 2022 have reduced the fair value of fixed maturities from a net unrealized gain position to a net unrealized loss. As a part of asset and liability management, we maintain a weighted average duration for our General Account investment portfolio that is within an acceptable range of the estimated duration of our liabilities given our risk appetite and hedging programs.

The General Account investment portfolio consists largely of investment grade fixed maturities, short-term investments, commercial, agricultural and residential mortgage loans, alternative investments and other financial instruments. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, agency and non-agency mortgage-backed securities and asset-backed securities. In addition, from time to time we use derivatives to hedge our exposure to equity markets, interest rates, foreign currency and credit spreads.

We incorporate ESG factors into the investment processes for a significant portion of our General Account portfolio. As investors with a long-term horizon, we believe that companies with sustainable practices are better positioned to deliver value to stakeholders over an extended period. These companies are more likely to increase sales through sustainable products, reduce energy costs and attract and retain talent. This belief underpins our approach to sustainable investing, where we seek to enhance the sustainability and quality of our investment portfolio.

Investments in our surplus portfolio are generally comprised of a mix of fixed maturity investment grade and below investment grade securities as well as various alternative investments, primarily private equity and real estate equity. Although alternative investments are subject to period over period earnings fluctuations, they have historically achieved returns in excess of the fixed maturity portfolio.

The General Account investment portfolio reflects certain differences from the presentation of the U.S. GAAP Consolidated Financial Statements. This presentation is consistent with how we manage the General Account investment portfolio. For further investment information, see Note 3 and Note 4 of the Notes to the Consolidated Financial Statements.

Investment Results of the General Account Investment Portfolio

The following table summarizes the General Account investment portfolio results with Non-GAAP Operating Earnings adjustments by asset category for the periods indicated. This presentation is consistent with how we measure investment performance for management purposes.

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	Three months ended September 30,
	2024					2023
	Yield			Amount (2)		Yield		Amount (2)
	(Dollars in millions)
Fixed Maturities:
Income (loss)	4.43	%		$	887	4.27	%	$	788
Ending assets				81,072				73,776
Mortgages:
Income (loss)	5.15	%	a	245		5.12	%	224
Ending assets				19,238				17,655
Other Equity Investments: (1)
Income (loss)	10.32	%	a	92		5.10	%	44
Ending assets				3,540				3,389
Trading Securities:
Income (loss)	4.99	%		7		—	%	—
Ending assets				497				—
Policy Loans:
Income (loss)	5.34	%		57		5.39	%	55
Ending assets				4,293				4,089
Cash and Short-term Investments:
Income (loss)	(6.09)	%		(83)		(2.71)	%	(26)
Ending assets				5,045				2,822
Repurchase and funding agreements:
Interest expense and other				(90)				(132)
Ending assets (liabilities)				(7,165)				(8,175)
Total Invested Assets:
Income (loss)	4.22	%		1,115		4.06	%	953
Ending Assets				106,520				93,557
Short Duration Fixed Maturities:
Income (loss)	—	%		—		3.94	%	1
Ending assets				—				62
Total:
Investment income (loss)	4.22	%		1,115		4.05	%	954
Less: investment fees (3)	(0.19)	%		(49)		(0.19)	%	(45)
Investment Income, Net	4.03	%		1,066		3.86	%	909
Ending Net Assets				$	106,520			$	93,619

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	Nine Months Ended September 30,								Year Ended December 31
	2024				2023				2023
	Yield		Amount (2)		Yield		Amount (2)		Yield		Amount (2)
	(Dollars in millions)
Fixed Maturities:
Income (loss)	4.40	%	$	2,544	4.11	%	$	2,251	4.17	%	$	3,103
Ending assets			81,072				73,776				73,526
Mortgages:
Income (loss)	5.12	%	718		4.66	%	599		4.65	%	806
Ending assets			19,238				17,655				18,171
Other Equity Investments: (1)
Income (loss)	7.61	%	202		3.40	%	89		3.88	%	135
Ending assets			3,540				3,389				3,433
Trading Securities:
Income (loss)	4.81	%	9		—	%	—		—	%	—
Ending assets			497				—				—
Policy Loans:
Income (loss)	5.27	%	167		5.21	%	158		5.30	%	216
Ending assets			4,293				4,089				4,158
Cash and Short-term Investments: (3)
Income (loss)	(3.35)	%	(148)		(2.88)	%	(66)		(2.51)	%	(81)
Ending assets			5,045				2,822				4,718
Funding agreements:
Interest expense and other			(246)				(326)				(425)
Ending assets (liabilities)			(7,165)				(8,175)				(7,616)
Total Invested Assets:
Income (loss)	4.23	%	3,246		3.92	%	2,706		3.98	%	3,754
Ending Assets			106,520				93,557				96,390
Short Duration Fixed Maturities:
Income (loss)	—	%	—		3.96	%	2		4.14	%	3
Ending assets			—				62				16
Total:
Investment income (loss)	4.23	%	3,246		3.92	%	2,708		3.98	%	3,757
Less: investment fees (4)	(0.18)	%	(137)		(0.18)	%	(123)		(0.18)	%	(166)
Investment Income, Net	4.05	%	3,109		3.74	%	2,585		3.80	%	3,591
Ending Net Assets			$	106,520			$	93,619			$	96,406

_____________

(1)Includes, as of September 30, 2024, September 30, 2023 and December 31, 2023 respectively, $412 million, $436 million and $361 million of other invested assets. Amounts for certain consolidated VIE investments are shown net of associated non-controlling interest.

(2)Amount for fixed maturities and mortgages represents original cost, reduced by repayments, write-downs, adjusted amortization of premiums, accretion of discount and allowances. Cost for equity securities represents original cost reduced by write-downs; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.

(3)Cash and Short-term net of collateral expense.

(4)Fixed maturities yield excludes out of period income adjustment.

AFS Fixed Maturities

The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. The below investment grade securities in the General Account investment portfolio consist of loans to middle market companies, public high yield securities, bank loans, as well as “fallen angels,” originally purchased as investment grade investments.

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AFS Fixed Maturities by Industry

The following table sets forth these fixed maturities by industry category along with their associated gross unrealized gains and losses:

AFS Fixed Maturities by Industry (1)


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Percentage of Total (%)
	(Dollars in millions)
As of September 30, 2024
Corporate Securities:
Finance	$	16,019	$	—	$	162	$	1,103	$	15,078	20	%
Manufacturing	11,816		—		139		1,176		10,779		14	%
Utilities	7,839		—		114		792		7,161		9	%
Services	8,874		4		143		866		8,147		11	%
Energy	2,790		—		36		253		2,573		3	%
Retail and wholesale	2,556		—		55		175		2,436		3	%
State and Political	—		—		—		—		—		—	%
Transportation	1,585		—		32		112		1,505		2	%
Other	1,368		—		24		147		1,245		2	%
Total corporate securities	52,847		4		705		4,624		48,924		64	%
U.S. government	5,795		—		3		1,082		4,716		6	%
Residential mortgage-backed (2)	3,934		—		51		97		3,888		5	%
Preferred stock	56		—		4		—		60		—	%
State & political	472		—		5		69		408		1	%
Foreign governments	703		—		4		100		607		1	%
Commercial mortgage-backed	3,978		—		14		337		3,655		5	%
Asset-backed securities (3)	13,287		—		142		45		13,384		18	%
Total	$	81,072	$	4	$	928	$	6,354	$	75,642	100	%

As of December 31, 2023
Corporate Securities:
Finance	$	13,181	$	2	$	49	$	1,209	$	12,019	18	%
Manufacturing	11,333		1		60		1,330		10,062		15	%
Utilities	6,838		1		44		826		6,055		9	%
Services	8,242		—		79		917		7,404		11	%
Energy	3,758		—		26		447		3,337		5	%
Retail and wholesale	3,253		—		30		306		2,977		4	%
Transportation	2,493		—		22		290		2,225		3	%
Other	190		—		9		13		186		—	%
Total corporate securities	49,288		4		319		5,338		44,265		65	%
U.S. government	5,735		—		2		1,106		4,631		7	%
Residential mortgage-backed (2)	2,470		—		18		133		2,355		4	%
Preferred stock	56		—		3		—		59		—	%
State & political	614		—		9		74		549		1	%
Foreign governments	719		—		3		111		611		1	%
Commercial mortgage-backed	3,595		—		2		515		3,082		5	%
Asset-backed securities (3)	11,049		—		52		110		10,991		17	%
Total	$	73,526	$	4	$	408	$	7,387	$	66,543	100	%

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______________

(1)Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.

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

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

Fixed Maturities Credit Quality

The SVO of the NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturities to one of six categories (“NAIC Designations”). NAIC Designations of “1” or “2” include fixed maturities considered investment grade, which include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3” through “6” are referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments and the completion of the SVO filing process, the fixed maturity portfolio typically includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.

The following table sets forth the General Account’s fixed maturities portfolio by NAIC rating:

AFS Fixed Maturities


NAIC Designation	Rating Agency Equivalent	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(in millions)
As of September 30, 2024
1................................	Aaa, Aa, A	$	53,791	$	—	$	531	$	3,980	$	50,342
2................................	Baa	25,541		—		379		2,323		23,597
	Investment grade	79,332		—		910		6,303		73,939
3................................	Ba	841		—		8		30		819
4................................	B	730		1		6		10		725
5................................	Caa	154		3		3		11		143
6................................	Ca, C	15		—		1		—		16
	Below investment grade	1,740		4		18		51		1,703
Total Fixed Maturities		$	81,072	$	4	$	928	$	6,354	$	75,642

As of December 31, 2023:
1................................	Aaa, Aa, A	$	47,694	$	—	$	217	$	4,660	$	43,251
2................................	Baa	23,476		—		179		2,635		21,020
	Investment grade	71,170		—		396		7,295		64,271
3................................	Ba	1,292		2		5		60		1,235
4................................	B	927		—		5		23		909
5................................	Caa	134		2		2		8		126
6................................	Ca, C	3		—		—		1		2
	Below investment grade	2,356		4		12		92		2,272
Total Fixed Maturities		$	73,526	$	4	$	408	$	7,387	$	66,543

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Mortgage Loans

The mortgage portfolio primarily consists of commercial, agricultural, and residential mortgage loans. The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The commercial mortgage loan portfolio is backed by high quality properties located in primary markets typically owned by experienced institutional investors with a demonstrated ability to manage their assets through business cycles. Our commercial loan portfolio is monitored on an ongoing basis, assigning credit quality ratings for each loan, with the particular emphasis on loans that are scheduled to mature in the next 12 to 24 months. Scheduled maturities for the remainder of 2024 and full year 2025, respectively are $0.4 billion and $1.9 billion, or 3% and 12%of the commercial mortgage portfolio. The commercial mortgage portfolio consists of 87% fixed rate loans and 13% floating rate loans. For floating rate loans, the borrower is typically required to purchase an interest rate cap to the scheduled maturity of the loan to protect against rising rates.

Commercial mortgage loans are evaluated annually to determine a current LTV ratio. Property financial statements, current rent roll, lease maturities, tenant creditworthiness, property physical inspections, and forecasted leasing market strength are used to develop projected cash flows. A discounted cash flow methodology which incorporates market data is used to determine property values. The average LTV ratio at origination provided by a certified appraisal firm was 53%. The average LTV ratio was 67% and 64% at September 30, 2024 and December 31, 2023, respectively, which reflects the most recent opinion of value on the underlying collateral.

Over the past year, we began working with CarVal to establish investment programs in residential whole loans and other private and public securities. These programs allow us to leverage CarVal’s expertise in asset classes where we are looking to increase exposure. The residential mortgage portfolio primarily consists of purchased closed end, amortizing residential mortgage loans. The investment strategy for the mortgage loan portfolio emphasizes high credit quality borrowers, conservative LTV ratios, superior ability to repay and geographic diversification.

Residential mortgage loans are pooled by loan type (i.e., Jumbo, Agency Eligible, Non-Qualified, etc.) and pooled by similar risk profiles (including consumer credit score and LTV ratios). The portfolio is monitored monthly primarily based on payment activity, occurrence of regional natural disasters and borrower interactions with the mortgage servicer.

The tables below show the breakdown of the amortized cost of the General Account’s investments in mortgage loans by geographic region and property type:

Mortgage Loans by Region and Property Type

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	September 30, 2024				December 31, 2023
	Amortized Cost		% of Total		Amortized Cost		% of Total
	(Dollars in millions)
By Region:
U.S. Regions:
Pacific	$	5,383	28	%	$	5,004	27	%
Middle Atlantic	3,707		19		3,678		20
South Atlantic	2,988		15		2,809		15
East North Central	1,142		6		1,102		6
Mountain	1,537		8		1,557		8
West North Central	872		4		828		5
West South Central	1,494		8		1,336		7
New England	937		5		865		5
East South Central	644		3		527		3
Total U.S.	18,704		96		17,706		96
Other Regions:
Europe	794		4		744		4
Total Other	794		4		744		4
Total Mortgage Loans	$	19,498	100	%	$	18,450	100	%

By Property Type:
Office	$	4,719	24	%	$	4,756	26	%
Multifamily	6,645		34		6,500		34
Agricultural loans	2,584		13		2,545		14
Retail	628		3		305		2
Industrial	2,307		12		2,366		13
Hospitality	537		3		595		3
Residential	1,109		6		298		2
Other	969		5		1,085		6
Total Mortgage Loans	$	19,498	100	%	$	18,450	100	%

Other Equity Assets

The following table includes information related to our alternative investments in certain other equity investments and consolidated VIEs, including private equity funds, real estate funds and other alternative investments. These investments are typically structured as limited partnerships or LLCs and are reported to us on a lag of one month and three months for hedge funds and private equity funds, respectively.

At September 30, 2024 and December 31, 2023, the fair value of alternative investments was $3.0 billion and $2.7 billion respectively. Alternative investments were 2.4% and 2.5% of cash and invested assets at September 30, 2024 and December 31, 2023, respectively.

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Alternative Investments (1)


	September 30, 2024				December 31, 2023
	Fair Value		%		Fair Value		%
	(in millions)
Private Equity	$	1,544	51	%	$	1,455	53	%
Private Debt	272		9		161		6
Infrastructure	219		7		208		8
Real Estate	660		22		603		22
Hedge Funds	58		2		57		2
Other (2)	275		9		264		9
Total (3)	$	3,028	100	%	$	2,748	100	%

_____________

(1)Reported in Other Equity Investments in the consolidated balance sheets.

(2)Includes CLO equity, co-investments and investments in other strategies. CLO equity investments are consolidated and assets are reported in Fixed Maturities, at fair value using the fair value option in the consolidated balance sheets.

(3)Includes $459 million and $455 million of non-General Account assets as of September 30, 2024 and December 31, 2023, respectively.

Liquidity and Capital Resources

Liquidity refers to our ability to generate adequate amounts of cash from our operating, investment and financing activities to meet our cash requirements with a prudent margin of safety. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital is dependent on the profitability of our businesses, timing of cash flows related to our investments and products, our ability to access the capital markets, general economic conditions and the alternative sources of liquidity and capital described herein. When considering our liquidity and cash flows, we distinguish between the needs of Holdings and the needs of our insurance and non-insurance subsidiaries. We also distinguish and separately manage the liquidity and capital resources of our retirement and protection businesses (our Individual Retirement, Group Retirement, Protection Solutions and Legacy segments) and our Asset Management and Wealth Management segments.

Sources and Uses of Liquidity

The Company has sufficient cash flows from operations to satisfy liquidity requirements in 2024.

Cash Flows of Holdings

As a holding company with no business operations of its own, Holdings primarily derives cash flows from dividends from its subsidiaries and distributions related to its economic interest in AB, all of which is currently held outside our insurance company subsidiaries. These principal sources of liquidity are augmented by cash and short-term investments held by Holdings and access to bank lines of credit and the capital markets. The main uses of liquidity for Holdings are interest payments and debt repayment, payment of dividends and other distributions to stockholders (which may include stock repurchases) loans and capital contributions, if needed, to our insurance subsidiaries. Our principal sources of liquidity and our capital position are described in the following paragraphs.

Sources and Uses of Holding Company Highly Liquid Assets

The following table sets forth Holdings’ principal sources and uses of highly liquid assets:


	Nine Months Ended September 30,
	2024		2023
	(in millions)
Highly Liquid Assets, beginning of period	$	1,998	$	1,992
Dividends from subsidiaries	960		2,087

Issuance of loans to affiliates	—		—
Capital contribution from parent company	—		—
Capital contributions to subsidiaries	—		(1,050)
M&A Activity	—		—

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	Nine Months Ended September 30,
	2024		2023
	(in millions)
Total Business Capital Activity	960		1,037

Purchase of treasury shares	(754)		(678)

Shareholder dividends paid	(227)		(227)
Total Share Repurchases, Dividends and Acquisition Activity	(981)		(905)
Issuance of preferred stock	—		—
Preferred stock dividend	(54)		(54)
Total Preferred Stock Activity	(54)		(54)

Issuance of long-term debt	600		500
Repayment of long-term debt	(570)		(520)
Total External Debt Activity	30		(20)


Proceeds from loans from affiliates	—		—


Net decrease (increase) in existing facilities to affiliates (1)	400		90
Total Affiliated Debt Activity	400		90

Interest paid on external debt and P-Caps	(141)		(130)
Others, net	214		35
Total Other Activity	73		(95)

Net increase (decrease) in highly liquid assets	428		53
Highly Liquid Assets, end of period	$	2,426	$	2,045

_______________

(1) Represents net activity of draws and repayments of existing credit facilities between Holdings and affiliates.

Capital Contribution to Our Subsidiaries

No capital contributions were made during the nine months ended September 30, 2024.

Loans from Our Subsidiaries

There were no new loans from our subsidiaries during the nine months ended September 30, 2024.

Cash Distributions from Our Non-Insurance Subsidiaries

During the nine months ended September 30, 2024, Holdings received cash distributions of $341 million from AB and $178 million from the investment management contracts with EFIM and EIM.

Distributions from Insurance Subsidiaries

Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Holdings and other affiliates under applicable insurance law and regulation. Also, more generally, the ability of our insurance subsidiaries to pay dividends can be affected by market conditions and other factors beyond our control.

Equitable's primary insurance regulators are the NYDFS and the state of Arizona. Under New York’s insurance laws, which are applicable to Equitable Financial, a domestic stock life insurer may not pay an Ordinary Dividend exceeding an amount calculated based on a statutory formula without prior approval of the NYDFS. Extraordinary Dividends require the insurer to file a notice of its intent to declare the dividends with the NYDFS and obtain prior approval or non-disapproval from the NYDFS. Similarly, under Arizona Insurance Law, which is applicable to Equitable America, a domestic life insurer may not pay a dividend to its shareholders that exceeds an amount calculated based on a statutory formula without prior approval of the Arizona Superintendent.

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In 2024, Equitable America has Ordinary Dividend capacity of $441 million. In June 2024, Equitable America received approval from Arizona Department of Insurance and Financial Institutions for an Extraordinary Dividend of $300 million. Holdings received an Ordinary Dividend distribution from Equitable America of $441 million during July 2024. Holdings received a dividend distribution from Equitable America of $22 million during September 2024 under the Extraordinary Dividend capacity, leaving $278 million of remaining capacity for 2024. Based on the NYDFS formula, Equitable Financial has no Ordinary Dividend capacity in 2024.

Distributions from AllianceBernstein

ABLP is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units and to the General Partner. Available Cash Flow is defined as the cash flow received by ABLP from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by ABLP for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. Distributions by ABLP are made 1% to the General Partner and 99% among the limited partners.

Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management of AB anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management of AB determines, with the concurrence of the Board of Directors of AB, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.

AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding, to holders of AB Holding Units pro rata in accordance with their percentage interest in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from ABLP minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. AB Holding is dependent on the quarterly cash distributions it receives from ABLP, which is subject to the performance of capital markets and other factors beyond our control. Distributions from AB Holding are made pro rata based on the holder’s percentage ownership interest in AB Holding.

As of September 30, 2024, Holdings and its non-insurance company subsidiaries hold approximately 170.1 million AB Units, 4.6 million AB Holding Units and the 1% General Partnership interest in ABLP.

As of September 30, 2024, the ownership structure of ABLP, including AB Units outstanding as well as the General Partner’s 1% interest, was as follows:


Owner	Percentage Ownership
EQH and its subsidiaries	60.0	%
AB Holding	39.3	%
Unaffiliated holders	0.7	%
Total	100.0	%

Including both the general partnership and limited partnership interests in AB Holding and ABLP, Holdings and its subsidiaries had an approximate 61.6% economic interest in AB as of September 30, 2024.

Holdings Credit Facilities

On June 24, 2021, Holdings entered into the Amended and Restated Revolving Credit Agreement with respect to a five-year senior unsecured revolving credit facility (the “Credit Facility”), which lowered the facility amount to $1.5 billion and extended the maturity date to June 24, 2026, among other changes. The Amended and Restated Revolving Credit Agreement amends the Revolving Credit Agreement entered into by Holdings on February 16, 2018, as amended on March 22, 2021.

On December 15, 2023, the Company added a $75 million commitment from TD Bank to the Credit Facility, raising the facility amount to $1.6 billion. Additionally, the Company entered in a letter of credit facility with MUFG Bank on January 23, 2024, in a face amount of $200 million to replace a $150 million facility with HSBC that expired on February 16, 2024.

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The Credit Facility may provide significant support to our liquidity position when alternative sources of credit are limited. In addition to the Credit Facility, we have letter of credit facilities with an aggregate principal amount of approximately $1.9 billion (the “LOC Facilities”), primarily to be used to support our life insurance business reinsured to EQ AZ Life Re in April 2018. In June 2021, Holdings entered into amendments with each of the issuers of its bilateral letter of credit facilities to effect changes similar to those effected in the Amended and Restated Revolving Credit Agreement. The respective facility limits of the bilateral letter of credit facilities remained unchanged. On May 12, 2023, the Company entered into an amendment to the Credit Facility and LOC Facilities to replace remaining LIBOR-based benchmark rates with SOFR-based benchmark rates and to make certain other conforming changes.

The Credit Facility and LOC Facilities contain certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of indebtedness that may be incurred by our subsidiaries and the dollar amount of secured indebtedness that may be incurred by us, which could restrict our operations and use of funds. The right to borrow funds under the Credit Facility and LOC Facilities is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the facilities to provide funds. As of September 30, 2024, we were in compliance with these covenants.

Contingent Funding Arrangements

For information regarding activity pertaining to our contingent funding arrangements and other off-balance sheet commitments, see “Commitments and Contingent Liabilities” in Note 16 of the Notes to the Consolidated Financial Statements in this Form 10-Q.

Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock

For information pertaining to our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock see Note 13 of the Notes to the Consolidated Financial Statements.

Capital Position of Holdings

We manage our capital position to maintain financial strength and credit ratings that facilitate the distribution of our products and provide our desired level of access to the bank and capital markets. Our capital position is supported by the ability of our subsidiaries to generate cash flows and distribute cash to us and our ability to effectively manage the risk of our businesses and to borrow funds and raise capital to meet our operating and growth needs.

Our Board and senior management are directly involved in the development of our capital management policies. Accordingly, capital actions, including proposed changes to the annual capital plan, capital targets and capital policies, are approved by the Board.

Dividends Declared and Paid

The declaration and payment of future dividends is subject to the discretion of our Board of Directors and depends on our financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Holdings’ insurance subsidiaries and other factors deemed relevant by the Board.

The payment of dividends will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A , Series B and Series C Preferred Stock for the last proceeding dividend period. For additional information on our preferred stock, see “—Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock”.

For information regarding activity pertaining to common and preferred dividends declared and paid, see Note 13 of the Notes to the Consolidated Financial Statements.

Share Repurchase Programs

For information regarding activity pertaining to share repurchase programs, see Note 13 of the Notes to the Consolidated Financial Statements.

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Sources and Uses of Liquidity of Our Insurance Subsidiaries

The principal sources of liquidity for our insurance subsidiaries are premiums, investment and fee income, deposits associated with our insurance and annuity operations, cash and invested assets, as well as internal borrowings. The principal uses of that liquidity include benefits, claims and dividends paid to policyholders and payments to policyholders in connection with surrenders and withdrawals. Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to Holdings and hedging activity. Certain of our insurance subsidiaries’ principal sources and uses of liquidity are described in the paragraphs that follow.

We manage the liquidity of our insurance subsidiaries with the objective of ensuring that they can meet payment obligations linked to our Individual Retirement, Group Retirement and Protection Solutions businesses and to their outstanding debt and derivative positions, including in our hedging programs, without support from Holdings. We employ an asset/liability management approach specific to the requirements of each of our insurance businesses. We measure liquidity against internally-developed benchmarks that consider the characteristics of our asset portfolio and the liabilities that it supports in both the short-term (the next 12 months) and long-term (beyond the next 12 months). We consider attributes of the various categories of our liquid assets (for example, type of asset and credit quality) in calculating internal liquidity indicators for our insurance and reinsurance operations. Our liquidity benchmarks are established for various stress scenarios and durations, including company-specific and market-wide events. The scenarios we use to evaluate the liquidity of our subsidiaries are defined to allow operating entities to operate without support from Holdings.

Liquid Assets

The investment portfolios of our insurance subsidiaries are a significant component of our overall liquidity. Liquid assets include cash and cash equivalents, short-term investments, U.S. Treasury fixed maturities, fixed maturities that are not designated as HTM and public equity securities. We believe that our business operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.

See “—General Account Investment Portfolio” and Note 3 and Note 4 of the Notes to the Consolidated Financial Statements for a description of our retirement and protection businesses’ portfolio of liquid assets.

Hedging Activities

Because the future claims exposure on our insurance products, and in particular our variable annuity products with GMxB features, is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. We use derivatives as part of our overall asset/liability risk management program primarily to reduce exposures to equity market and interest rate risks. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are collectively managed to reduce the economic impact of unfavorable movements in capital markets. These derivative transactions require liquidity to meet payment obligations such as payments for periodic settlements, purchases, maturities and terminations as well as liquid assets pledged as collateral related to any decline in the net estimated fair value. Collateral calls represent one of our biggest drivers for liquidity needs for our insurance subsidiaries. Our derivatives contracts reside primarily within Equitable Financial, which has a significantly large investment portfolio.

FHLB Membership

Equitable Financial and Equitable America are members of the FHLB, which provides access to collateralized borrowings and other FHLB products.

See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FHLB program.

FABN

Under the FABN program, Equitable Financial may issue funding agreements in U.S. dollar or other foreign currencies.

See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABN program.

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FABCP

Under the FABCP program, Equitable Financial and Equitable America may issue funding agreements in U.S. dollars to the SPLLC.

See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABCP program.

Sources and Uses of Liquidity of our Asset Management Segment

The principal sources of liquidity for our Asset Management business include investment management fees and borrowings under its credit facilities and commercial paper program. The principal uses of liquidity include general and administrative expenses, business financing and distributions to holders of AB Units and AB Holding Units plus interest and debt service. The primary liquidity risk for our fee-based Asset Management business is its profitability, which is impacted by market conditions and our investment management performance.

AB Commercial Paper

As of September 30, 2024, AB had $0 million of commercial paper outstanding. As of December 31, 2023, AB had $254 million of commercial paper outstanding with an interest rate of 5.4%. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings for the commercial paper outstanding during the third quarter 2024 and full year 2023 were $304 million and $268 million, respectively, with weighted average interest rates of approximately 5.4% and 5.2%, respectively.

AB Credit Facility

AB has an $800 million committed, unsecured senior revolving credit facility (the “AB Credit Facility”) with a group of commercial banks and other lenders which matures on October 13, 2026. The credit facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200 million. Any such increase is subject to the consent of the affected lenders. The AB Credit Facility is available for AB and SCB LLC for business purposes, including the support of AB’s commercial paper program. Both AB and SCB LLC can draw directly under the AB Credit Facility and AB management expects to draw on the AB Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.

The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of September 30, 2024, AB was in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary pre-payments and commitment reductions requested by AB are permitted at any time without a fee (other than customary breakage costs relating to the pre-payment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the AB Credit Facility bear interest at a rate per annum, which will be, at AB’s option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: a term Secured Overnight Financial Rate; a Prime rate; or the Federal Funds rate.

As of September 30, 2024 and December 31, 2023, AB had no amounts outstanding under the AB Credit Facility. During the nine months ended September 30, 2024 and the full year 2023, AB and SCB LLC did not draw upon the AB Credit Facility.

SCB LLC had five uncommitted lines of credit, two of which matured during the third quarter or 2024. As of September 30, 2024, SCB LLC has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit borrowing up to an aggregate of approximately $150 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. As of September 30, 2024 and December 31, 2023, SCB LLC had no outstanding balance on these lines of credit. Average daily borrowings during the nine months ended September 30, 2024 and the full year 2023 were $1 million and $1 million with weighted average interest rates of approximately 8.5% and 7.8%, respectively.

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EQH Facility

AB has a $900 million committed, unsecured senior credit facility (the “EQH Facility”). The EQH Facility was amended and restated as of August 30, 2024, extending the maturity date to August 31, 2029. There were no other significant changes included in the amendment. The EQH Facility is available for AB’s general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.

The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. As of September 30, 2024, AB was in compliance with these covenants. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.

Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by AB from time to time until the maturity of the facility. AB or Holdings may reduce or terminate the commitment at any time without penalty upon proper notice. Holdings also may terminate the facility immediately upon a change of control of AB’s General Partner.

As of September 30, 2024 and December 31, 2023, AB had $500 million and $900 million outstanding under the EQH Facility, with interest rates of approximately 4.8% and 5.3%, respectively. Average daily borrowing of the EQH Facility during the nine months of 2024 and full year 2023 were $555 million and $743 million, respectively, with a weighted average interest rates of approximately 5.3% and 4.9%, respectively.

EQH Uncommitted Facility

In addition to the EQH Facility, AB has a $300 million uncommitted, unsecured senior credit facility (the “EQH Uncommitted Facility”) with EQH. The EQH Uncommitted Facility is available for AB’s general business purposes. The EQH Uncommitted Facility was amended and restated as of August 30, 2024, extending the maturity date to August 31, 2029. There were no other significant changes included in the amendment. The EQH Uncommitted Facility is available for AB’s general business purposes. Borrowings under the EQH Uncommitted Facility bear interest generally at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants, which are substantially similar to those in the EQH Facility. As of September 30, 2024, AB was in compliance with these covenants.

As of September 30, 2024 and December 31, 2023, AB had no amounts outstanding under the EQH Uncommitted Facility. During the first nine months of 2024, AB did not draw upon the EQH Uncommitted Facility. Average daily borrowing for the full year 2023 were $4 million with a weighted average interest rate of approximately 4.6%.

Statutory Capital of Our Insurance Subsidiaries

Our capital management framework for our insurance subsidiaries is primarily based on statutory RBC standards and the CTE asset standard for our variable annuity business.

RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to evaluate the capital condition of regulated insurance companies. RBC is based on a formula calculated by applying factors to various asset, premium, claim, expense and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on a quarterly basis and made public on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. These rules apply to our insurance company subsidiaries and not to Holdings. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose TAC does not meet or exceed certain RBC levels. At the date of the most recent annual statutory financial statements filed with insurance regulators, the TAC of each of these insurance company subsidiaries subject to these requirements was in excess of each of those RBC levels.

See Note 18 of the Notes to the Consolidated Financial Statements for additional information relating to Prescribed and Permitted Statutory Accounting practices and its impact on our statutory surplus.

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Captive Reinsurance Company

We use a captive reinsurance company to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance company assumes business from affiliates only and is closed to new business. Our captive reinsurance company is a wholly-owned subsidiary located in the United States. In addition to state insurance regulation, our captive reinsurance company is subject to internal policies governing its activities. We continue to analyze the use of our existing captive reinsurance structure, as well as additional third-party reinsurance arrangements.

Borrowings

The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:


	September 30,		December 31,
	2024		2023
	(in millions)
Short-term debt:
AB commercial paper	$	—	$	254



Total short-term debt	—		254
Long-term debt:
Senior Debenture, (7.0%, due 2028)	250		349
Senior Note (4.35% due 2028)	1,494		1,493
Senior Note (4.572% due 2029)	301		—
Senior Note (5.594% due 2033)	497		497
Senior Note (5.00% due 2048)	1,289		1,481
Total long-term debt	3,831		3,820
Total borrowings	$	3,831	$	4,074

Notes and Debentures

The Senior Notes and Senior Debentures contain customary affirmative and negative covenants, including a limitation on certain liens and a limit on the Company’s ability to consolidate, merge or sell or otherwise dispose of all or substantially all of its assets. The Senior Notes and Senior Debentures also include customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding Senior Notes and Senior Debentures may be accelerated. As of September 30, 2024, the Company is in compliance with all debt covenants.

Ratings

Financial strength ratings (which are sometimes referred to as “claims-paying” ratings) and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Our credit ratings are also important for our ability to raise capital through the issuance of debt and for the cost of such financing.

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. The following table summarizes the ratings for Holdings and certain of its subsidiaries. AM Best, S&P and Moody’s have a stable outlook.

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AM Best

S&P

Moody’s

Last review date

Feb '24

May '24

Financial Strength Ratings:

Equitable Financial Life Insurance Company

A+

Equitable Financial Life Insurance Company of America

A+

Credit Ratings:

Equitable Holdings, Inc.

bbb+

A-

Baa1

Last review date

Sep '24

Mar '24

AllianceBernstein L.P.

Material Cash Requirement

Our material cash requirements include policyholder obligations, long-term debt, commercial paper, EB, operating leases and various funding commitments. See “Material Cash Requirement” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 2023 for additional information.

Summary of Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our consolidated financial statements included elsewhere herein. For a discussion of our significant accounting policies, see Note 2 of the Notes to the Consolidated Financial Statements. The most critical estimates include those used in determining:

•MRBs and purchased MRBs

•accounting for reinsurance;

•estimated fair values of investments in the absence of quoted market values and investment impairments;

•estimated fair values of freestanding derivatives and the recognition and estimated fair value of embedded derivatives requiring bifurcation;

•goodwill and related impairment;

•measurement of income taxes and the valuation of deferred tax assets; and

•liabilities for litigation and regulatory matters.

In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Actual results could differ from these estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risk described in the Annual Report on Form 10-K for the year ended December 31, 2023 in “Quantitative and Qualitative Disclosures About Market Risk”.

Item 4. Controls and Procedures

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, the Company’s disclosure controls and procedures were effective.

No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding certain legal proceedings pending against us, see Note 16 of the Notes to the Consolidated Financial Statements (unaudited) in this Form 10-Q. Also see “Risk Factors—Legal and Regulatory Risks—Legal proceedings and regulatory actions” included in the Annual Report on Form 10-K for the year ended December 31, 2023.

Item 1A. Risk Factors

You should carefully consider the risks described in the “Risk Factors” section included in the Annual Report on Form 10-K for the year ended December 31, 2023. Risks to which we are subject also include, but are not limited to, the factors mentioned under “Note Regarding Forward-Looking Statements and Information” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases by Holdings during the three months ended September 30, 2024, of its common stock:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/1/24 through 7/31/24	1,832,573	$	40.93	1,832,573	$	873,061,717
8/1/24 through 8/31/24	2,430,235	$	40.74	2,430,235	791,062,165
9/1/24 through 9/30/24	1,931,495	$	41.16	1,931,495	$	705,562,578
Total	6,194,303	$	40.92	6,194,303	$	705,562,578

See Note 13 to the Notes to Consolidated Financial Statements for ASR transaction detail during the three months ended September 30, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

A significant portion of the compensation of our executive officers is delivered in the form of equity awards, including restricted stock units and performance shares. All vehicles contain vesting requirements related to service, with performance shares also requiring the satisfaction of certain performance criteria related to corporate performance to obtain a payout. This compensation design is intended to align executive compensation with the performance experienced by our shareholders. Following the delivery of shares of our common stock under those equity awards, once any applicable service- or performance-based vesting standards have been satisfied, our executive officers from time to time engage in the open-market sale of some of those shares. Our executive officers may also engage from time to time in other transactions involving our securities.

Transactions in our securities by our executive officers are required to be made in accordance with our Insider Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1.

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The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our executive officers during the three months ended September 30, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans. The plan listed below is only executed when the stock price reaches a required minimum. In addition, the executive identified in the table below is required to maintain an ownership of the Company’s common stock with a value equal to at least a multiple of his annual base salary (3 times for Mr. Lane).

Name and Title

Date of Adoption of Rule 10b5-1 Trading Plan

Scheduled Start Date of Rule 10b5-1 Trading Plan

Scheduled Expiration Date of Rule 10b5-1 Trading Plan(1)

Aggregate Number of Securities to be Purchased or Sold

Nick Lane

Head of Retirement, Wealth Management and Protection Solutions

9/18/2024

12/18/2024

6/15/2025

Sale of up to 90,000 shares(2) of common stock in several transactions through the scheduled expiration date in 2025.

(1)In each case, a Rule 10b5-1 trading plan may also expire on such earlier date as all transactions under the Rule 10b5-1 trading plan are completed.

(2)30,000 of Mr. Lane’s shares consist of stock options and 60,000 of Mr. Lane’s shares consist of common stock already owned.

Other than as set forth in the table above, during the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

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
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibits 101).

______________

# Filed herewith.

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GLOSSARY

Selected Financial Terms


Account Value (“AV”)			Generally equals the aggregate policy account value of our retirement and protection products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.

Alternative investments			Investments in real estate and real estate joint ventures and other limited partnerships.

Assets under administration (“AUA”)			Includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.

Assets under management (“AUM”)			Investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB, (ii) the assets in our GAIA portfolio and (iii) the Separate Account assets of our retirement and protection businesses. Total AUM reflects exclusions between segments to avoid double counting.

Combined RBC Ratio			Calculated as the overall aggregate RBC ratio for the Company’s insurance subsidiaries including capital held for its life insurance and variable annuity liabilities and non-variable annuity insurance liabilities.

Conditional tail expectation (“CTE”)			Calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst x% of scenarios. Represented as CTE (100 less x). Example: CTE95 represents the worst five percent of scenarios.

Deferred policy acquisition cost (“DAC”)			Represents the incremental costs related directly to the successful acquisition of new and certain renewal insurance policies and annuity contracts and which have been deferred on the consolidated balance sheet as an asset.

Deferred sales inducements (“DSI”)			Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.

Fee-type revenue			Revenue from fees and related items, including policy charges and fee income, premiums, investment management and service fees, and other income.

Gross Premiums			First year premium and renewal premium and deposits


Invested assets			Includes fixed maturity securities, equity securities, mortgage loans, policy loans, alternative investments and short-term investments.

Protection Solutions Reserves			Equals the aggregate value of Policyholders’ account balances and Future policy benefits for policies in our Protection Solutions segment.

Reinsurance			Insurance policies purchased by insurers to limit the total loss they would experience from an insurance claim.

Renewal premium and deposits			Premiums and deposits after the first twelve months of the policy or contract.

Risk-based capital (“RBC”)			Rules to determine insurance company statutory capital requirements. It is based on rules published by the National Association of Insurance Commissioners (“NAIC”).

Total adjusted capital (“TAC”)			Primarily consists of capital and surplus, and the asset valuation reserve.

Product Terms

401(k)			A tax-deferred retirement savings plan sponsored by an employer. 401(k) refers to the section of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to which these plans are established.

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403(b)			A tax-deferred retirement savings plan available to certain employees of public schools and certain tax-exempt organizations. 403(b) refers to the section of the Code pursuant to which these plans are established.

Affluent			Refers to individuals with $250,000 to $999,999 of investable assets.

Annuitant			The person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of an annuity to be paid for life.

Annuitization			The process of converting an annuity investment into a series of periodic income payments, generally for life.


Benefit base			A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may not have the same benefit base.

Cash surrender value			The amount an insurance company pays (minus any surrender charge) to the policyholder when the contract or policy is voluntarily terminated prematurely.

Dollar-for-dollar withdrawal			A method of calculating the reduction of a variable annuity benefit base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn.

EQUI-VEST Group (“EG”)			A traditional variable deferred annuity without enhanced guaranteed benefits with single and ongoing premiums sold in the tax-exempt 403(b)/(457(b) markets.

EQUI-VEST Individual (“EI”)			A traditional variable deferred annuity without enhanced guaranteed benefits sold in the individual market.

Future policy benefits			Future policy benefits for the annuities business are comprised mainly of liabilities for life-contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance. Future policy benefits for the life business are comprised mainly of liabilities for traditional life and certain liabilities for universal and variable life insurance contracts (other than the Policyholders’ account balance).

General Account Investment Portfolio			The invested assets held in the General Account.

General Account			The assets held in the general accounts of our insurance companies as well as assets held in our Separate Accounts on which we bear the investment risk.

GMxB			A general reference to all forms of variable annuity guaranteed benefits, including guaranteed minimum living benefits, or GMLBs (such as GMIBs, GMWBs and GMABs), and guaranteed minimum death benefits, or GMDBs (inclusive of return of premium death benefit guarantees).

GMxB Core			Retirement Cornerstone and Accumulator sold 2011 and later.

GMxB Legacy			Fixed-rate GMxB business written prior to 2011.

Guaranteed income benefit (“GIB”)			An optional benefit which provides the policyholder with a guaranteed lifetime annuity based on predetermined annuity purchase rates applied to a GIB benefit base, with annuitization automatically triggered if and when the contract AV falls to zero.


Guaranteed minimum accumulation benefits (“GMAB”)			An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in lump-sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying AV.

Guaranteed minimum death benefits (“GMDB”)			An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying AV, upon the death of the annuitant.

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Guaranteed minimum income benefits (“GMIB”)			An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the underlying AV.

Guaranteed minimum living benefits (“GMLB”)			A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs).

Guaranteed minimum withdrawal benefits (“GMWB”)			An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the annuitant could be greater than the underlying AV.

Guaranteed withdrawal benefit for life (“GWBL”)			An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for the duration of the policyholder’s life, regardless of account performance.

High net worth			Refers to individuals with $1,000,000 or more of investable assets.

Indexed Universal Life (“IUL”)			A permanent life insurance offering built on a universal life insurance framework that uses an equity-linked approach for generating policy investment returns.

Investment Edge (“IE”)			A traditional variable deferred annuity without enhanced guaranteed benefits that provides tax-efficient distribution.

Living benefits			Optional benefits (available at an additional cost) that guarantee that the policyholder will get back at least his original investment when the money is withdrawn.

Mortality and expense risk fee (“M&E fee”)			A fee charged by insurance companies to compensate for the risk they take by issuing life insurance and variable annuity contracts.


Net flows			Net change in customer account balances in a period including, but not limited to, gross premiums, surrenders, withdrawals and benefits. It excludes investment performance, interest credited to customer accounts and policy charges.

Policyholder account balances			Annuities. Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities and non-life contingent income annuities. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums. Life Insurance Policies. Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.

Return of premium (“ROP”) death benefit			This death benefit pays the greater of the account value at the time of a claim following the owner’s death or the total contributions to the contract (subject to adjustment for withdrawals). The charge for this benefit is usually included in the M&E fee that is deducted daily from the net assets in each variable investment option. We also refer to this death benefit as the Return of Principal death benefit.

Rider			An optional feature or benefit that a policyholder can purchase at an additional cost.

Separate Account			Refers to the separate account investment assets of our insurance subsidiaries excluding the assets held in those Separate Accounts on which we bear the investment risk.

Surrender charge			A fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase.


Surrender rate			Represents annualized surrenders and withdrawals as a percentage of average AV.

Universal life (“UL”) products			Life insurance products that provide a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time. To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the AV of the policy and credited with a stated interest rate on a monthly basis.

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Variable annuity			A type of annuity that offers guaranteed periodic payments for a defined period of time or for life and gives purchasers the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns.

Variable Universal Life (“VUL”)			Universal life products where the excess amount paid over policy charges can be directed by the policyholder into a variety of Separate Account investment options. In the Separate Account investment options, the policyholder bears the entire risk and returns of the investment results.

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ACRONYMS

•“AB” or “AllianceBernstein” means AB Holding and ABLP

•“AB Holding” means AllianceBernstein Holding L.P., a Delaware limited partnership

•“AB Holding Units” means units representing assignments of beneficial ownership of limited partnership interests in AB Holding

•“AB Units” means units of limited partnership interests in ABLP

•“ABLP” means AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AB business

•“AFS” means available-for-sale

•“AOCI” means accumulated other comprehensive income

•“ASR” means accelerated share repurchase

•“ASU” means Accounting Standards Update

•“BOP” means beginning of period

•“BPs” means basis points

•“BRS” means Bernstein Research Services

•“CDS” means credit default swaps

•“CLO” means collateralized loan obligation

•“COI” means cost of insurance

•“COLI” means corporate owned life insurance

•“Company” means Equitable Holdings, Inc. with its consolidated subsidiaries

•“CS Life” means Corporate Solutions Life Reinsurance Company, a Delaware corporation and a wholly-owned direct subsidiary of Venerable Insurance and Annuity Company RE

•“CSA” means credit support annex

•“DOL” means U.S. Department of Labor

•“DSC” means debt service coverage

•“EAFE” means European, Australasia, and Far East

•“EB” means Employee Benefits

•“EFS” means Equitable Financial Services, LLC, a Delaware corporation and a wholly-owned direct subsidiary of Holdings

•“EPS” means earnings per share

•“EOP” means end of period

•“Equitable Advisors” means Equitable Advisors, LLC, a Delaware limited liability company, our retail broker/dealer for our retirement and protection businesses and a wholly-owned indirect subsidiary of Holdings

•“Equitable America” means Equitable Financial Life Insurance Company of America (f/k/a MONY Life Insurance Company of America), an Arizona corporation and a wholly-owned indirect subsidiary of Holdings

•“Equitable Financial” means Equitable Financial Life Insurance Company, a New York corporation, a life insurance company and a wholly-owned subsidiary of EFS

•“Equitable Financial QP” means Equitable Financial sponsored Equitable Retirement Plan

•“EQ AZ Life Re” means EQ AZ Life Re Company, an Arizona corporation and a wholly-owned indirect subsidiary of Holdings.

•“ERISA” means Employee Retirement Income Security Act of 1974

•“ESG” means environmental, social and governance

•“ETF” means exchange traded funds

•“ETR” means effective tax rate

•“Exchange Act” means Securities Exchange Act of 1934, as amended

•“FABCP” means Funding Agreement-Backed Commercial Paper Program

•“FABN” means Funding Agreement Backed Notes Program

•“FHLB” means Federal Home Loan Bank

•“General Partner” means AllianceBernstein Corporation, a Delaware corporation and the general partner of AB Holding and ABLP

•“HFS” means held-for-sale

•“Holdings” means Equitable Holdings, Inc.

•“HTM” means held-to-maturity

•“ISDA Master Agreement” means International Swaps and Derivatives Association Master Agreement

•“LIBOR” means London Interbank Offered Rate

•“LTV” means loan to value

•“MD&A” means Management’s Discussion and Analysis of Financial Condition and Results of Operations

•“MRBs” means market risk benefits

•“MSO” means Market Stabilizer Option

•“NAIC” means National Association of Insurance Commissioners

•“NAR” means net amount at risk

•“NAV” means net asset value

•“NLG” means no-lapse guarantee

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•“NYDFS” means New York State Department of Financial Services

•“OCI” means other comprehensive income

•“OTC” means over-the-counter

•“PTEs” means prohibited transaction exemptions

•“P-Caps” means Pre-Capitalized Trust Securities

•“SCB LLC” means Sanford C. Bernstein & Co., LLC, a registered investment adviser and broker-dealer.

•“SCS” means Structured Capital Strategies

•“SEC” means U.S. Securities and Exchange Commission

•“Series A Preferred Stock” means Holdings’ Series A Fixed Rate Noncumulative Perpetual Preferred Stock

•“Series B Preferred Stock” means Holdings’ Series B Fixed Rate Reset Noncumulative Perpetual Preferred Stock

•“Series C Preferred Stock” means Holdings’ Series C Fixed Rate Reset Noncumulative Perpetual Preferred Stock

•“SIA” means sales inducement asset

•“SIO” means structured investment option

•“SocGen” means Societe Generale

•“SPE” means special purpose entity

•“SVO” means Securities Valuation Office

•“TAR” means total asset requirement

•“TDRs” means troubled debt restructurings

•“TIPS” means treasury inflation-protected securities

•“U.S. GAAP” means accounting principles generally accepted in the United States of America

•“UL” means universal life

•“Venerable” means Venerable Holdings, Inc.

•“VIE” means variable interest entity

•“VOE” means voting interest entity

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Equitable Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 5, 2024	EQUITABLE HOLDINGS, INC.

	By:	/s/ Robin M. Raju
		Name:	Robin M. Raju
		Title:	Chief Financial Officer (Principal Financial Officer)

Date: November 5, 2024	By:	/s/ William Eckert
		Name:	William Eckert
		Title:	Chief Accounting Officer (Principal Accounting Officer)

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