FAIR VALUE DISCLOSURES

9 Months Ended

Sep. 30, 2015

6) FAIR VALUE DISCLOSURES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance established 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 defines fair value as the unadjusted quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are 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 also are 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.

Assets and liabilities measured at fair value on a recurring basis are summarized below. Fair value measurements also are required on a non-recurring basis for certain assets, including goodwill, mortgage loans on real estate, equity real estate held for production of income, and equity real estate held for sale, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. At September 30, 2015 and December 31, 2014, no assets were required to be measured at fair value on a non-recurring basis.

Fair Value Measurements at September 30, 2015

				Level 1		Level 2		Level 3		Total

				(In Millions)
Assets:
Investments:
	Fixed maturities, available-for-sale:
		Corporate		$	-	$	20,151	$	444	$	20,595
		U.S. Treasury, government and agency			-		8,948		-		8,948
		States and political subdivisions			-		458		45		503
		Foreign governments			-		423		-		423
		Commercial mortgage-backed			-		31		540		571
		Residential mortgage-backed⁽¹⁾			-		679		1		680
		Asset-backed⁽²⁾			-		37		45		82
		Redeemable preferred stock			250		423		-		673
			Subtotal		250		31,150		1,075		32,475
	Other equity investments				92		-		51		143
	Trading securities				662		5,653		-		6,315
	Other invested assets:
		Short-term investments			-		1		-		1
		Swaps			-		528		-		528
		Credit Default Swaps			-		(9)		-		(9)
		Futures			2		-		-		2
		Options			-		232		-		232
		Floors			-		82		-		82
		Margin			-		-		-		-
		Currency Contracts			-		3		-		3
			Subtotal		2		837		-		839
Cash equivalents					4,276		-		-		4,276
Segregated securities					-		382		-		382
GMIB reinsurance contract asset					-		-		12,214		12,214
Separate Accounts' assets					101,305		2,823		295		104,423
		Total Assets		$	106,587	$	40,845	$	13,635	$	161,067

Liabilities
GWBL and Other Features' liability				$	-	$	-	$	225	$	225
SCS, SIO, MSO and IUL indexed features' liability					-		159		-		159
Contingent payment arrangements									39		39
		Total Liabilities		$	-	$	159	$	264	$	423

⁽¹⁾ Includes publicly traded agency pass-through securities and collateralized obligations.

⁽²⁾ Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

Fair Value Measurements at December 31, 2014

				Level 1		Level 2		Level 3		Total

				(In Millions)

Assets:
Investments:
	Fixed maturities, available-for-sale:
		Corporate		$	-	$	21,840	$	380	$	22,220
		U.S. Treasury, government and agency			-		7,331		-		7,331
		States and political subdivisions			-		472		47		519
		Foreign governments			-		446		-		446
		Commercial mortgage-backed			-		20		715		735
		Residential mortgage-backed⁽¹⁾			-		793		2		795
		Asset-backed⁽²⁾			-		46		53		99
		Redeemable preferred stock			254		635		-		889
			Subtotal		254		31,583		1,197		33,034
	Other equity investments				217		-		61		278
	Trading securities				710		4,433		-		5,143
	Other invested assets:
		Short-term investments			-		103		-		103
		Swaps			-		597		-		597
		Credit Default Swaps			-		(18)		-		(18)
		Futures			(2)		-		-		(2)
		Options			-		473		-		473
		Floors			-		120		-		120
		Currency Contracts			-		1		-		1
		Swaptions			-		72		-		72
			Subtotal		(2)		1,348		-		1,346
Cash equivalents					2,725		-		-		2,725
Segregated securities					-		476		-		476
GMIB reinsurance contract asset					-		-		10,711		10,711
Separate Accounts' assets					107,539		3,072		260		110,871
		Total Assets		$	111,443	$	40,912	$	12,229	$	164,584

Liabilities:
GWBL and Other Features' liability				$	-	$	-	$	128	$	128
SCS, SIO, MSO and IUL indexed
	features' liability				-		380		-		380
Contingent payment arrangements					-		-		42		42
		Total Liabilities		$	-	$	380	$	170	$	550

⁽¹⁾ Includes publicly traded agency pass-through securities and collateralized obligations.

⁽²⁾ Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

At September 30, 2015 and December 31, 2014, respectively, the fair value of public fixed maturities is approximately $24,675 million and $24,779 million or approximately 16.6% and 16.2% of the Company’s total assets measured at fair value on a recurring basis (excluding GMIB reinsurance contracts and segregated securities measured at fair value on a recurring basis). The fair values of the Company’s public fixed maturity securities 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 maturity securities 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. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the security in a manner agreed as more consistent with current market observations, the security remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.

At September 30, 2015 and December 31, 2014, respectively, the fair value of private fixed maturities is approximately $7,800 million and $8,255 million or approximately 5.3% and 5.4% of the Company’s total assets measured at fair value on a recurring basis. The fair values of the Company’s private fixed maturities 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.

As disclosed in Note 3, at September 30, 2015 and December 31, 2014, respectively, the net fair value of freestanding derivative positions is approximately $838 million and $1,243 million or approximately 99.9% and 92.3% of Other invested assets measured at fair value on a recurring basis. The fair values of the Company’s derivative positions 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 OIS 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. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If, as a result, it is determined that the independent valuation service provider is able to reprice the derivative instrument in a manner agreed as more consistent with current market observations, the position remains within Level 2. Alternatively, a Level 3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company’s own assumptions about market-participant inputs would be used in pricing the security.

The credit risk of the counterparty and of the Company are considered in determining the fair values of all OTC derivative asset and liability positions, respectively, after taking into account the effects of master netting agreements and collateral arrangements. Each reporting period, the Company values its derivative positions using the standard swap curve and evaluates whether to adjust the embedded credit spread to reflect changes in counterparty or its own credit standing. As a result, the Company reduced the fair value of its OTC derivative asset exposures by $0.1 million and $0.1 million at September 30, 2015 and December 31, 2014, respectively, to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the non-performance risk of the Company for purpose of determining the fair value of its OTC liability positions at September 30, 2015.

At September 30, 2015 and December 31, 2014, respectively, investments classified as Level 1 comprise approximately 71.8% and 72.7% of assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market 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.

At September 30, 2015 and December 31, 2014, respectively, investments classified as Level 2 comprise approximately 27.2% and 26.4% of assets measured at fair value on a recurring basis and primarily include U.S. government and agency securities and certain corporate debt securities, 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 AllianceBernstein in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At September 30, 2015 and December 31, 2014, respectively, approximately $714 million and $821 million of 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.

The Company’s SCS and EQUI-VEST variable annuity products, the IUL product, and in 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 1, 3, or 5 year terms, provide for participation in the performance of specified indices, ETFs 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, ETFs or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are accounted for as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on prices obtained from independent valuation service providers.

At September 30, 2015 and December 31, 2014, respectively, investments classified as Level 3 comprise approximately 1.0% and 1.0% of assets measured at fair value on a recurring basis and primarily include CMBS and corporate debt securities, such as private fixed maturities. 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 at September 30, 2015 and December 31, 2014, respectively, were approximately $124 million and $135 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. The Company applies various due-diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately $586 million and $770 million of mortgage- and asset-backed securities, including CMBS, are classified as Level 3 at September 30, 2015 and December 31, 2014, respectively. The Company utilizes prices obtained from an independent valuation service vendor to measure fair value of CMBS securities.

The Company also issues certain benefits on its variable annuity products that are accounted for as derivatives and are also considered Level 3. The GMWB feature allows the policyholder to withdraw at minimum, over the life of the contract, an amount based on the contract’s benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

Level 3 also includes the GMIB reinsurance contract asset which is accounted for as derivative contracts. The GMIB reinsurance contract asset’s fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while the GIB and GWBL and Other Features related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GIB and GWBL and Other Features over a range of market-consistent economic scenarios. The valuations of both the GMIB reinsurance contract asset and GIB and GWBL and Other Features’ liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset and GIB and GWBL and Other Features’ liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve, adjusted for non-performance risk, is made to the resulting fair values of the GMIB reinsurance contract asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties. After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $175 million and $147 million at September 30, 2015 and December 31, 2014, respectively, to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to reflect a level of general swap market counterparty risk; therefore, no adjustment was made for purpose of determining the fair value of the GIB and GWBL and Other Features’ liability embedded derivative at September 30, 2015. Equity and fixed income volatilities were modeled to reflect the current market volatility.

In second quarter 2014, the Company refined the fair value calculation of the GMIB reinsurance contract asset and GWBL, GIB and GMAB liabilities, utilizing scenarios that explicitly reflect risk free bond and equity components separately (previously aggregated and including counterparty risk premium embedded in swap rates) and stochastic interest rates for projecting and discounting cash flows (previously a single yield curve). The net impacts of these refinements were a $510 million increase to the GMIB reinsurance contract asset and a $37 million increase in the GWBL, GIB and GMAB liability which are reported in the Company’s consolidated statements of Earnings (Loss) as Increase (decrease) in the fair value of the reinsurance contract asset and Policyholders’ benefits, respectively.

The Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2010, 2013 and 2014 by AllianceBernstein. At each reporting date, AllianceBernstein estimates the fair values of the contingent consideration expected to be paid based upon probability-weighted AUM and revenue projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy.

In the first nine months of 2015, AFS fixed maturities with fair values of $112 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, AFS fixed maturities with Fair Value of $31 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.8% of total equity at September 30, 2015.

In the first nine months of 2014, AFS fixed maturities with fair values of $84 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, AFS fixed maturities with Fair Value of $77 million were transferred from Level 2 in to the Level 3 classification. These transfers in the aggregate represent approximately 1.0% of total equity at September 30, 2014. In the first nine months of 2014, $7 million of other equity investments were transferred from Level 2 to Level 1 as a result of the lapse on the trading restriction of public securities.

The table below presents a reconciliation for all Level 3 assets and liabilities for the third quarter and first nine months of 2015 and 2014, respectively:

Level 3 Instruments
Fair Value Measurements

							State and
							Political			Commercial	Residential
							Sub-		Foreign	Mortgage-	Mortgage-		Asset-
					Corporate		divisions		Govts	backed	backed		backed

					(In Millions)

Balance, July 1, 2015					$	373	$	46	-	627	$	1	$	48
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			-		-	-	1		-		-
			Investment gains (losses), net			-		-	-	(7)		-		-
				Subtotal		-		-	-	(6)		-		-
		Other comprehensive income (loss)				(2)		-	-	12		-		(3)
Purchases						96		-	-	-		-		-
Issues						-		-	-	-		-		-
Sales						2		(1)	-	(63)		-		-
Settlements						-		-	-	-		-		-
Transfers into Level 3⁽¹⁾						-		-	-	-		-		-
Transfers out of Level 3⁽¹⁾						(25)		-	-	(30)		-		-
Balance, September 30, 2015					$	444	$	45	-	540	$	1	$	45

Balance, July 1, 2014					$	221	$	47	-	724	$	3	$	58
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			-		-	-	-		-		-
			Investment gains (losses), net			(1)		-	-	(6)		-		-
				Subtotal		(1)		-	-	(6)		-		-
		Other comprehensive income (loss)				6		-	-	14		-		2
Purchases						50		-	-	-		-		-
Issues						-		-	-	-		-		-
Sales						(3)		-	-	(10)		(1)		(2)
Transfers into Level 3⁽¹⁾						76		-	-	-		-		-
Transfers out of Level 3⁽¹⁾						(14)		-	-	(9)		-		-
Balance, September 30, 2014					$	335	$	47	-	713	$	2	$	58

							State and
							Political				Commercial		Residential
							Sub-		Foreign		Mortgage-		Mortgage-		Asset-
					Corporate		divisions		Govts		backed		backed		backed

					(In Millions)

Balance, January 1, 2015					$	380	$	47	$	-	$	715	$	2	$	53
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			1		-		-		1		-		-
			Investment gains (losses), net			1		-		-		(27)		-		-
				Subtotal		2		-		-		(26)		-		-
		Other comprehensive income (loss)				(3)		(1)		-		46		-		(3)
Purchases						129		-		-		-		-		-
Issues						-		-		-		-		-		-
Sales						(33)		(1)		-		(145)		(1)		(5)
Settlements						-		-		-		-		-		-
Transfers into Level 3⁽¹⁾						31		-		-		-		-		-
Transfers out of Level 3⁽¹⁾						(62)		-		-		(50)		-		-
Balance, September 30, 2015					$	444	$	45	$	-	$	540	$	1	$	45

Balance, January 1, 2014					$	291	$	46	$	-	$	700	$	4	$	83
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			1		-		-		1		-		-
			Investment gains (losses), net			1		-		-		(64)		-		-
				Subtotal		2		-		-		(63)		-		-
		Other comprehensive income (loss)				8		2		-		104		-		7
Purchases						50		-		-		-		-		-
Sales						(24)		(1)		-		(13)		(2)		(32)
Transfers into Level 3⁽¹⁾						77		-		-		-		-		-
Transfers out of Level 3⁽¹⁾						(69)		-		-		(15)		-		-
Balance, September 30, 2014					$	335	$	47	$	-	$	713	$	2	$	58

						Redeem-								GWBL			Contingent
						able		Other		GMIB		Separate		and Other			Payment
						Preferred		Equity		Reinsurance		Accounts		Features'			Arrang-
						Stock		Investments⁽²⁾		Asset		Assets		Liability			ement

						(In Millions)

Balance, July 1, 2015						$	-	$	51	$	9,951	$	283	$	109	$	(42)
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				-		-		-		-		-		-
			Investment gains (losses), net				-		-		-		8		-		-
			Increase (decrease) in the fair value
				of the reinsurance contract asset			-		-		2,214		-		-		-
			Policyholders' benefits				-		-		-		-		68		-
					Subtotal		-		-		2,214		8		68		-
		Other comprehensive income (loss)					-		-		-		-		-		-
Purchases⁽³⁾							-		-		58		5		48		-
Issues							-		-		-		-		-		-
Sales⁽⁴⁾							-		-		(9)		-		-		-
Settlements⁽⁵⁾							-		-		-		(1)		-		3
Transfers into Level 3⁽¹⁾							-		-		-		1		-		-
Transfers out of Level 3⁽¹⁾							-		-		-		(1)		-		-
Balance, September 30, 2015						$	-	$	51	$	12,214	$	295	$	225		(39)

Balance, July 1, 2014						$	15	$	53	$	8,263	$	238	$	17		(47)
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				-		3		-		-		-		-
			Investment gains (losses), net				-		-		-		13		-		-
			Increase (decrease) in the fair value
				of the reinsurance contract asset			-		-		852		-		-		-
			Policyholders' benefits				-		-		-		-		21		-
					Subtotal		-		3		852		13		21		-
		Other comprehensive income (loss)					-		-		-		-		-		-
Purchases⁽³⁾							1		-		58		6		36		1
Issues							-		-		(9)		-		-		-
Sales⁽⁴⁾							-		-		-		(1)		-		-
Settlements⁽⁵⁾							-		-		-		(2)		-		(1)
Transfers into Level 3⁽¹⁾							-		-		-		1		-		-
Transfers out of Level 3⁽¹⁾							-		(2)		-		(2)		-		-
Balance, September 30, 2014						$	16	$	54	$	9,164	$	253	$	74		(47)

						Redeem-								GWBL			Contingent
						able		Other		GMIB		Separate		and Other			Payment
						Preferred		Equity		Reinsurance		Accounts		Features'			Arrang-
						Stock		Investments⁽²⁾		Asset		Assets		Liability			ement

						(In Millions)

Balance, January 1, 2015						$	-	$	61	$	10,711	$	260	$	128	$	(42)
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				-		5		-		-		-		(2)
			Investment gains (losses), net				-		5		-		25		-		-
			Increase (decrease) in the fair value
				of the reinsurance contracts			-		-		1,363		-		-		-
			Policyholders' benefits				-		-		-		-		(37)		-
					Subtotal		-		10		1,363		25		(37)		(2)
		Other comprehensive income (loss)					-		(2)		-		-		-		-
Purchases⁽³⁾							-		-		171		17		134		-
Issues							-		-		-		-		-		-
Sales⁽⁴⁾							-		(18)		(31)		(2)		-		-
Settlements⁽⁵⁾							-		-		-		(3)		-		5
Transfers into Level 3⁽¹⁾							-		-		-		-		-		-
Transfers out of Level 3⁽¹⁾							-		-		-		(2)		-		-
Balance, September 30, 2015						$	-	$	51	$	12,214	$	295	$	225	$	(39)

Balance, January 1, 2014						$	15	$	52	$	6,747	$	237	$	-	$	(38)
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				-		1		-		-		-		(1)
			Investment gains (losses), net				-		1		-		10		-		-
			Increase (decrease) in the fair value
				of the reinsurance contracts			-		-		2,275		-		-		-
			Policyholders' benefits				-		-		-		-		(22)		-
					Subtotal		-		2		2,275		10		(22)		(1)
		Other comprehensive income (loss)					-		-		-		-		-		-
Purchases⁽³⁾							1		3		168		13		96		(10)
Issues							-		-		(26)		-		-		-
Sales⁽⁴⁾							-		(1)		-		(3)		-		-
Settlements⁽⁵⁾							-		-		-		(4)		-		2
Transfers into Level 3⁽¹⁾							-		-		-		-		-		-
Transfers out of Level 3⁽¹⁾							-		(2)		-		-		-		-
Balance, September 30, 2014						$	16	$	54	$	9,164	$	253	$	74	$	(47)

Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.
Includes Trading securities’ Level 3 amount.
For the GMIB reinsurance contract asset and GWBL and other features reserves, represents premiums.
For the GMIB reinsurance contract asset, represents recoveries from reinsurers and for GWBL and other features reserves represents benefits paid.
For contingent payment arrangements, it represents payments under the arrangement.

The table below details changes in unrealized gains (losses) for the third quarter and first nine months of 2015 and 2014 by category for Level 3 assets and liabilities still held at September 30, 2015 and 2014, respectively:

					Earnings (Loss)
								Increase
						Investment		(Decrease) in the
						Gains		Fair Value of the				Policy-
						(Losses),		Reinsurance				holders'
						Net		Contract Asset		OCI		Benefits

					(In Millions)

Level 3 Instruments
Third Quarter 2015
Held at September 30, 2015:
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate			$	-	$	-	$	(2)	$	-
			Commercial mortgage-backed				-		-		11		-
			Asset-backed				-		-		(3)		-
			Other fixed maturities, available-for-sale				-		-		-		-
				Subtotal		$	-	$	-	$	6	$	-
		GMIB reinsurance contracts					-		2,263		-		-
		Separate Accounts’ assets					8		-		-		-
		GWBL and Other Features’ liability					-		-		-		116
				Total		$	8	$	2,263	$	6	$	116

Level 3 Instruments
Third Quarter 2014
Held at September 30, 2014:
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate			$	-	$	-	$	6	$	-
			State and political subdivisions				-		-		-		-
			Commercial mortgage-backed				-		-		12		-
			Asset-backed				-		-		2		-
			Other fixed maturities, available-for-sale				-		-		-		-
				Subtotal		$	-	$	-	$	20	$	-
		GMIB reinsurance contracts					-		901		-		-
		Separate Accounts’ assets					13		-		-		-
		GWBL and Other Features’ liability					-		-		-		57
				Total		$	13	$	901	$	20	$	57

					Earnings (Loss)
									Increase
					Net		Investment		(Decrease) in
					Investment		Gains		Fair Value of				Policy-
					Income		(Losses),		Reinsurance				holders'
					(Loss)		Net		Contracts		OCI		Benefits

					(In Millions)
Level 3 Instruments
First Nine Months of 2015
Held at September 30, 2015:
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	-	$	-	$	-	$	(3)	$	-
			Commercial mortgage-backed			-		-		-		44		-
			Asset-backed			-		-		-		(3)		-
			State and Political Subs			-		-		-		(1)		-
			Other fixed maturities, available-for-sale			-		-		-		-		-
				Subtotal	$	-	$	-	$	-	$	37	$	-
		GMIB reinsurance contracts				-		-		1,503		-		-
		Separate Accounts’ assets				-		25		-		-		-
		GWBL and other features’ liability				-		-		-		-		97
				Total	$	-	$	25	$	1,503	$	37	$	97

Level 3 Instruments
First Nine Months of 2014
Held at September 30, 2014:
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	-	$	-	$	-	$	8	$	-
			State and political subdivisions			-		-		-		2		-
			Commercial mortgage-backed			-		-		-		88		-
			Asset-backed			-		-		-		6		-
			Other fixed maturities, available-for-sale			-		-		-		-		-
				Subtotal	$	-	$	-	$	-	$	104	$	-
		Other equity investments				-		-		-		-		-
		GMIB reinsurance contracts				-		-		2,417		-		-
		Separate Accounts’ assets				-		10		-		-		-
		GWBL and other features’ liability				-		-		-		-		74
				Total	$	-	$	10	$	2,417	$	104	$	74

The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities as of September 30, 2015 and December 31, 2014, respectively.

Quantitative Information about Level 3 Fair Value Measurements

September 30, 2015

Fair

Valuation

Significant

Value

Technique

Unobservable Input

Range

Assets:

(In Millions)

Investments:

Fixed maturities, available-for-sale:

Corporate

Matrix pricing model

Spread over the industry-specific

benchmark yield curve

200 bps - 565 bps

151

Market comparable

companies

Discount rate

7.5%-14.7%

Asset-backed

Matrix pricing model

Spread over U.S. Treasury curve

25 bps - 687 bps

Other equity investments

Market comparable

Revenue multiple

2.1x - 5.3x

companies

Discount rate

30.0%

Separate Accounts' assets

259

Third party appraisal

Capitalization rate

4.9%

Exit capitalization rate

5.9%

Discount rate

6.8%

Discounted cash flow

Spread over U.S. Treasury curve

288 bps - 428 bps

Gross domestic product rate

0.0%-2.7%

Discount factor

1.6%-5.9%

GMIB reinsurance contract asset

12,214

Discounted cash flow

Lapse Rates

0.64%-5.65%

Withdrawal Rates

0.16%-8.0%

GMIB Utilization Rates

0.0%-15.0%

Non-performance risk

8 bps - 18 bps

Volatility rates - Equity

9.0%-35.0%

Liabilities:

GMWB/GWBL⁽¹⁾

133

Discounted Cash flow

Lapse Rates

1.0%-5.7%

Withdrawal Rates

0.0%-7.0%

Volatility rates - Equity

9.0%-35.0%

Excludes GMAB and GIB liabilities.

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2014

Fair

Valuation

Significant

Value

Technique

Unobservable Input

Range

Assets:

(In Millions)

Investments:

Fixed maturities, available-for-sale:

Corporate

Matrix pricing model

Spread over the industry-specific

benchmark yield curve

0 bps - 590 bps

132

Market comparable

companies

Discount Rate

11.2% - 15.2%

Asset-backed

Matrix pricing model

Spread over U.S. Treasury curve

30 bps - 687 bps

Other equity investments

Market comparable

Revenue multiple

2.0x - 3.5x

companies

Discount rate

18.0%

Discount years

Separate Accounts' assets

234

Third party appraisal

Capitalization rate

5.2%

Exit capitalization rate

6.2%

Discount rate

7.1%

Discounted cash flow

Spread over U.S. Treasury curve

238 bps - 395 bps

Inflation rate

0.0% - 2.4%

Discount factor

1.3% - 5.4%

GMIB reinsurance contract asset

10,711

Discounted Cash flow

Lapse Rates

1.0% - 8.0%

Withdrawal Rates

0.2% - 8.0%

GMIB Utilization Rates

0.0% - 15.0%

Non-performance risk

5 bps - 16 bps

Volatility rates - Equity

9.0%- 34.0%

Liabilities:

GMWB/GWBL⁽¹⁾

107

Discounted Cash flow

Lapse Rates

1.0% - 8.0%

Withdrawal Rates

0.0% - 7.0%

Volatility rates - Equity

9.0% - 34.0%

Excludes GMAB and GIB liabilities.

Excluded from the tables above at September 30, 2015 and December 31, 2014, are approximately $953 million and $1,045 million, respectively, of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not reasonably available. The fair value measurements of these Level 3 investments comprise approximately 67.1% and 68.8% of total assets classified as Level 3 at September 30, 2015 and December 31, 2014, respectively, and represent only 0.6% and 0.7% of total assets measured at fair value on a recurring basis. These investments primarily consist of certain privately placed debt securities with limited trading activity, including commercial mortgage-, residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company’s reporting significantly higher or lower fair value measurements for these Level 3 investments.

Included in the tables above at September 30, 2015 and December 31, 2014, respectively, are approximately $187 million and $207 million fair value of privately placed, available-for-sale corporate debt securities classified as Level 3. The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique, representing approximately 42.1% and 54.5% of the total fair value of Level 3 securities in the corporate fixed maturities asset class. 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 at September 30, 2015 and December 31, 2014, are approximately 0.0% and 0.0%, respectively, of the total fair value of these Level 3 securities that is 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 tenant loans, and equipment financings. Included in the tables above at September 30, 2015 and December 31, 2014, are approximately 8.9% and 9.4%, respectively, of the total fair value of these Level 3 securities that is 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. Significant increases (decreases) in spreads would result in significantly lower (higher) fair value measurements.

Other equity investments classified as Level 3 primarily consist of private venture capital fund investments of AllianceBernstein for which fair values are adjusted to reflect expected exit values as evidenced by financing and sale transactions with third parties or when consideration of other factors, such as current company performance and market conditions, is determined by management to require valuation adjustment. Significant increase (decrease) in isolation in the underlying enterprise value to revenue multiple and enterprise value to R&D investment multiple, if applicable, would result in significantly higher (lower) fair value measurement. Significant increase (decrease) in the discount rate would result in a significantly lower (higher) fair value measurement. Significant increase (decrease) in isolation in the discount factor ascribed for lack of marketability and various risk factors would result in significantly lower (higher) fair value measurement. Changes in the discount factor generally are not correlated to changes in the value multiples. Also classified as Level 3 at September 30, 2015 and December 31, 2014, respectively, are approximately $33 million and $31 million private venture capital fund-of-fund investments of AllianceBernstein for which fair value is estimated using the capital account balances provided by the partnerships. The interests in these partnerships cannot be redeemed. As of September 30, 2015 and December 31, 2014, AllianceBernstein’s aggregate unfunded commitments to these investments were approximately $3 million and $3 million, respectively.

Separate Accounts’ assets classified as Level 3 in the table at September 30, 2015 and December 31, 2014, primarily consist of a private real estate fund with a fair value of approximately $259 million and $234 million, a private equity investment with a fair value of approximately $3 million and $2 million and mortgage loans with fair value of approximately $5 million and $5 million, respectively. A third party appraisal valuation technique is used to measure the fair value of the private real estate investment fund, including consideration of observable replacement cost and sales comparisons for the underlying commercial properties, as well as the results from applying a discounted cash flow approach. Significant increase (decrease) in isolation in the capitalization rate and exit capitalization rate assumptions used in the discounted cash flow approach to the appraisal value would result in a higher (lower) measure of fair value. A discounted cash flow approach is applied to determine the private equity investment for which the significant unobservable assumptions are a gross domestic product rate formula and a discount factor that takes into account various risks, including the illiquid nature of the investment. A significant increase (decrease) in the gross domestic product rate would have a directionally inverse effect on the fair value of the security. With respect to the fair value measurement of mortgage loans a discounted cash flow approach is applied, a significant increase (decrease) in the assumed spread over U.S. Treasuries would produce a lower (higher) fair value measurement. Changes in the discount rate or factor used in the valuation techniques to determine the fair values of these private equity investments and mortgage loans generally are not correlated to changes in the other significant unobservable inputs. Significant increase (decrease) in isolation in the discount rate or factor would result in significantly lower (higher) fair value measurements. The remaining Separate Accounts’ investments classified as Level 3 excluded from the table consist of mortgage- and asset-backed securities with fair values of approximately $22 million and $6 million at September 30, 2015 and $11 million and $8 million at December 31, 2014, respectively. These fair value measurements are determined using substantially the same valuation techniques as earlier described above for the Company’s General Account investments in these securities.

Significant unobservable inputs with respect to the fair value measurement of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities identified in the table above are developed using Company data. Validations of unobservable inputs are performed to the extent the Company has experience. When an input is changed the model is updated and the results of each step of the model are analyzed for reasonableness.

The significant unobservable inputs used in the fair value measurement of the Company’s GMIB reinsurance contract asset are lapse rates, withdrawal rates and GMIB utilization rates. Significant increases in GMIB utilization rates or decreases in lapse or withdrawal rates in isolation would tend to increase the GMIB reinsurance contract asset.

Fair value measurement of the GMIB reinsurance contract asset includes dynamic lapse and GMIB utilization assumptions whereby projected contractual lapses and GMIB utilization reflect the projected net amount of risks of the contract. As the net amount of risk of a contract increases, the assumed lapse rate decreases and the GMIB utilization increases. Increases in volatility would increase the asset.

The significant unobservable inputs used in the fair value measurement of the Company’s GMWB and GWBL liability are lapse rates and withdrawal rates. Significant increases in withdrawal rates or decreases in lapse rates in isolation would tend to increase these liabilities. Increases in volatility would increase these liabilities.

The three AllianceBernstein acquisition-related contingent consideration liabilities (with a combined fair value of $39 million at both September 30, 2015 and December 31, 2014) are currently valued using projected AUM growth rates with a weighted average of 46%, revenue growth rates with a weighted average of 71%, and discount rates ranging between 3% (when using a cost of debt assumption) and 18% (when using a cost of capital assumption).

The carrying values and fair values at September 30, 2015 and December 31, 2014 for financial instruments not otherwise disclosed in Note 3 are presented in the table below. 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.


		Carrying		Fair Value
		Value		Level 1		Level 2		Level 3		Total

		(In Millions)

September 30, 2015:
	Mortgage loans on real estate	$	6,811	$	-	$	-	$	6,912	$	6,912
	Policy loans		3,398		-		-		4,423		4,423
	Loans to affiliates		1,087		-		795		390		1,185
	Policyholders' account balances: Investment contracts		2,721		-		-		2,844		2,844
	Short-term debt		557		559		-		-		559

December 31, 2014:
	Mortgage loans on real estate	$	6,463	$	-	$	-	$	6,617	$	6,617
	Policy loans		3,408		-		-		4,406		4,406
	Loans to affiliates		1,087		-		810		393		1,203
	Policyholders' account balances: Investment contracts		2,799		-		-		2,941		2,941
	Short-term debt		688		488		212		-		700

Fair values for commercial and agricultural mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived from taking the appropriate U.S. Treasury rate with a like term to the remaining term of the loan and adding a spread reflective of the risk premium associated with the specific loan. 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.

A portion of the Company’s short-term debt is a surplus note due in 2015 and its fair value is determined from quotations provided by brokers knowledgeable about these securities and internally assessed for reasonableness. The remainder of the Company’s short-term debt primarily includes commercial paper issued by AllianceBernstein with short term maturities and book value approximates fair value. The fair values of the Company’s borrowing and lending arrangements with AXA affiliated entities are determined in the same manner as for such transactions with third parties, including matrix pricing models for debt securities and discounted cash flow analysis for mortgage loans.

The fair values for the Company's association plans contracts, supplementary contracts not involving life contingencies (“SCNILC”), deferred annuities and certain annuities, which are included in Policyholder's account balances 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 Access Accounts and FHLBNY funding agreements are held at book value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details